diff --git a/data/extracted_text/02697/prospectus_2026-06-22_2026062200041.txt b/data/extracted_text/02697/prospectus_2026-06-22_2026062200041.txt new file mode 100644 index 0000000..1d82097 --- /dev/null +++ b/data/extracted_text/02697/prospectus_2026-06-22_2026062200041.txt @@ -0,0 +1,23758 @@ +--- page 1 --- +GLOBAL OFFERING +Stock Code : 2697 +(A joint stock company incorporated in the People’s Republic of China with limited liability) +廣東真健康醫療科技開發股份有限公司 +Guangdong True Health Medical Technology Development Co., Ltd. +Joint Sponsors, Overall Coordinators, Joint Global Coordinators, +Joint Bookrunners and Joint Lead Managers + + +--- page 2 --- +IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. +Guangdong True Health Medical +Technology Development Co., Ltd. +ʮ̡ +(A joint stock company incorporated in the People’ s Republic of China with limited liability) +GLOBAL OFFERING +Number of Offer Shares under the +Global Offering +: 3,564,700 H Shares (subject to +Over-allotment Option) +Number of Hong Kong Offer Shares : 356,480 H Shares (subject to +reallocation) +Number of International Offer Shares : 3,208,220 H Shares (subject to +reallocation and Over-allotment +Option) +Maximum Offer Price : HK$135.40 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 and subject to refund) +Nominal Value : RMB1.00 per H Share +Stock Code : 2697 +Joint Sponsors, Overall Coordinators, Joint Global Coordinators, +Joint Bookrunners and Joint Lead Managers +Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the +contents of this prospectus, make no representation as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss howsoever arising from or in +reliance upon the whole or any part of the contents of this prospectus. +A copy of this prospectus, having attached thereto the documents specified in “Appendix VII—Documents Delivered to the Registrar of Companies in Hon g Kong and Documents +on Display—A. Documents Delivered to the Registrar of Companies in Hong Kong” to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required +by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and +the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other documents referred to above. +The Offer Price is expected to be fixed by agreement by the Overall Coordinators (for themselves and on behalf of the other Underwriters and the Capital Market Intermediaries) +and us on the Price Determination Date. The Price Determination Date is expected to be on Friday, June 26, 2026 (Hong Kong time). The Offer Price will be n ot more than HK$135.40 +per Offer Share and is currently expected to be not less than HK$119.30 per Offer Share, unless otherwise announced. Applicants for the Hong Kong Offer Shares may be required +to pay, on application (subject to application channels), the maximum Offer Price of HK$135.40 for each Hong Kong Offer Share together with brokerage fee of 1.0%, SFC +transaction levy of 0.0027%, Hong Kong Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015%, subject to refund if the Offer Pri ce as finally determined +is less than HK$135.40 per Hong Kong Offer Share. If, for any reason, the Offer Price is not agreed by 12:00 noon on Friday, June 26, 2026 (Hong Kong time) b y the Overall +Coordinators (for themselves and on behalf of the other Underwriters and the Capital Market Intermediaries) and us, the Global Offering will not proc eed and will lapse. +The Overall Coordinators (for themselves and on behalf of the other Underwriters and the Capital Market Intermediaries) may, with the consent of our C ompany, reduce the number +of Hong Kong Offer Shares and/or the indicative Offer Price range below that stated in this prospectus (which is HK$119.30 to HK$135.40) at any time pri or to the morning of +the last day for lodging applications under the Hong Kong Public Offering. In such a case, a notice of the reduction in the number of Hong Kong Offer Share s and/or the indicative +Offer Price range will be published on the Stock Exchange’s website at www.hkexnews.hk and our website at www.truehealth.cn not later than the morning of the last day for +lodging applications under the Hong Kong Public Offering. Further details are set forth in “Structure of the Global Offering—Conditions of the Globa l Offering” and “How to Apply +for the Hong Kong Offer Shares” in this prospectus. If applications for the Hong Kong Offer Shares have been submitted prior to the day which is the last d ay for lodging applications +under the Hong Kong Public Offer, then such applications can be subsequently withdrawn if the number of Offer Shares and/or the indicative Offer Price range is so reduced. +The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscrip tion for, the +Hong Kong Offer Shares, are subject to termination by the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters and the Capi tal Market +Intermediaries) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in the section headed “Underwriting—Underwr iting Arrangements +and Expenses—Hong Kong Public Offering—Grounds for termination” in this prospectus. It is important that you refer to that section for further detai ls. +Prior to making an investment decision, prospective investors should consider carefully all the information set forth in this prospectus, includin g but not limited to the risk factors +set forth in “Risk Factors” in this prospectus. +The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offe red, sold, pledged or +transferred within the United States or to, or for the account or benefit of U.S. persons, except in transactions exempt from, or not subject to, the reg istration requirements of the +U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under t he U.S. Securities Act. +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 websites of the Stock Exchange ( www.hkexnews.hk ) and our Company ( www.truehealth.cn ). If you require a printed copy of this prospectus, +you may download and print from the website addresses above. +IMPORTANT +June 22, 2026 + + +--- page 3 --- +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 Hong Kong Stock Exchange +at www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing +Information ” section, and our website at www.truehealth.cn. If you require a +printed copy of this prospectus, you may download and print from the website +addresses above. +To apply for the Hong Kong Offer Shares, you may: +(1) apply online through the HK eIPO White Form service at www.hkeipo.hk ; +or +(2) apply electronically through the HKSCC EIPO channel and cause HKSCC +Nominees to apply on your behalf by instructing your broker or custodian who +is a HKSCC Participant to give electronic application instructions via +HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your +behalf. +We will not provide any physical channels to accept any application for the Hong +Kong Offer Shares by the public. The contents of the electronic version of this +prospectus are identical to the printed prospectus as registered with the Registrar of +Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and +Miscellaneous Provisions) Ordinance. +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. +IMPORTANT +–i i– + + +--- page 4 --- +Please refer to the section headed “How to Apply for Hong Kong Offer Shares” for further +details of the procedures through which you can apply for the Hong Kong Offer Shares +electronically. +Your application through the HK eIPO White Form service or the HKSCC EIPO +channel must be for a minimum of 20 Hong Kong Offer Shares and in one of the numbers set +out in the table. +If you are applying through the HK eIPO White Form service, you may refer to the table +below for the amount payable for the number of Hong Kong Offer Shares you have selected. +You must pay the respective maximum amount payable on application in full upon application +for Hong Kong Offer Shares. +If you are applying through the HKSCC EIPO channel, your broker or custodian may +require you to pre-fund your application, in such amount as determined by the broker or +custodian, based on the applicable laws and regulations in Hong Kong. You are responsible for +complying with any such pre-funding requirement imposed by your broker or custodian with +respect to the Hong Kong Offer Shares you applied for. +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +HK$ HK$ HK$ HK$ +20 2,735.30 300 41,029.66 4,000 547,062.03 50,000 6,838,275.46 +40 5,470.63 400 54,706.20 5,000 683,827.55 60,000 8,205,930.55 +60 8,205.93 500 68,382.76 6,000 820,593.05 70,000 9,573,585.64 +80 10,941.24 600 82,059.30 7,000 957,358.56 80,000 10,941,240.72 +100 13,676.56 700 95,735.86 8,000 1,094,124.07 90,000 12,308,895.81 +120 16,411.86 800 109,412.40 9,000 1,230,889.58 100,000 13,676,550.90 +140 19,147.17 900 123,088.96 10,000 1,367,655.09 120,000 16,411,861.08 +160 21,882.47 1,000 136,765.51 20,000 2,735,310.18 140,000 19,147,171.25 +180 24,617.80 2,000 273,531.02 30,000 4,102,965.26 160,000 21,882,481.45 +200 27,353.10 3,000 410,296.53 40,000 5,470,620.35 178,240 +(1) 24,377,084.32 +(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer +Shares initially offered. +(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC +transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as +defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through +the application channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock +Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the +AFRC, respectively. +No application for any other number of the Hong Kong Offer Shares will be considered +and any such application is liable to be rejected. +IMPORTANT +– iii – + + +--- page 5 --- +If there is any change in the following expected timetable of the Global Offering, we +will issue an announcement on the website of our Company at www.truehealth.cn and the +website of the Stock Exchange at www.hkexnews.hk . +Date(1) +Hong Kong Public Offering commences ...................... 9:00 a.m. on Monday, +June 22, 2026 +Latest time for completing electronic applications via the +HK eIPO White Form service through the +designated website at www.hkeipo.hk (2): ................... 1 1:30 a.m. on Thursday, +June 25, 2026 +Application lists of the Hong Kong Public Offering open (3) ..............1 1:45 a.m. on +Thursday, June 25, 2026 +Latest time for (a) completing full payment of +HK eIPO White Form applications by +effecting internet banking transfer(s) or +PPS payment transfer(s) or; (b) giving electronic +application instructions to HKSCC +(4) ................... 12:00 noon on Thursday, +June 25, 2026 +If you are instructing your broker or custodian who is a HKSCC Participant to submit +HKSCC EIPO applications on your behalf through HKSCC’s FINI system in accordance with +your instruction, you are advised to contact your broker or custodian for the latest time for +giving such instructions which may be different from the latest time as stated above. +Application lists of the Hong Kong Public Offering close (3) ............. 12:00 noon on +Thursday, +June 25, 2026 +Expected Price Determination Date (5) ...............a to r before 12:00 noon on Friday, +June 26, 2026 +Announcement of: + the final Offer Price; + the level of indications of interest in the International Offering; + the level of applications in the Hong Kong Public Offering; and + the basis of allocations of the Hong Kong Offer Shares +EXPECTED TIMETABLE (1) +–i v– + + +--- page 6 --- +to be published on the website of our Company at +www.truehealth.cn (6) and the website of the +Stock Exchange at www.hkexnews.hk ....................n o later than 11:00 p.m. +on Monday, June 29, 2026 +Results of allocations in the Hong Kong Public Offering (with successful applicants’ +identification document numbers, where appropriate) to be available through a variety of +channels, including: + from the “Allotment Results” page at +designated results of allocations website at +www.tricor.com.hk/ipo/result or +www.hkeipo.hk/IPOResult with a +“search by ID” function from (7) ................................ 1 1:00 p.m. on +Monday, June 29, 2026 to +12:00 midnight on Sunday, July 5, 2026 + the Stock Exchange’s website at www.hkexnews.hk +and our website at www.truehealth.cn (6) which will +provide links to the above mentioned websites of the +H Share Registrar ................................ n o later than 11:00 p.m. on +Monday, June 29, 2026 + from the allocation results telephone enquiry line by +calling +852 3691 8488 between 9:00 a.m. and 6:00 p.m. from ....T uesday, June 30, +2026 to Monday, July 6, 2026 +(excluding Saturday, Sunday and +public holidays in Hong Kong) + for those applying through HKSCC EIPO channel, you +may also check with your broker or custodian from .......... .6:00 p.m. on Friday, +June 26, 2026 +H Share certificates in respect of wholly or partially successful +applications to be dispatched or deposited into CCASS +in respect of wholly or partially successful applications +pursuant to the Hong Kong Public Offering +(8)(9) ............... o no r before Monday, +June 29, 2026 +HK eIPO White Form e-Auto Refund payment instructions/refund checks +in respect of wholly or partially successful applications if +the final Offer Price is less than the maximum Offer Price +per Offer Share initially paid on application (if applicable), +or wholly/partially unsuccessful applications to be +dispatched +(10) .......................................... o no r before Tuesday, +June 30, 2026 +Dealings in the H Shares on the Stock Exchange expected +to commence at (9) ..................................... .9:00 a.m. on Tuesday, +June 30, 2026 +EXPECTED TIMETABLE (1) +–v– + + +--- page 7 --- +Notes: +(1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates. +(2) You will not be permitted to submit your application through the HK eIPO White Form service or the +designated website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have +already submitted your application and obtained an application reference number from the designated website +prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of +application monies) until 12:00 noon on the last day for submitting applications, when the application lists +close. +(3) If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above and/or Extreme +Conditions (collectively, “ Severe Weather Signal ”) in force in Hong Kong at any time between 9:00 a.m. and +12:00 noon on Thursday, June 25, 2026, the application lists will not open or close on that day. For further +details, see “How to Apply for Hong Kong Offer Shares—E. Severe Weather Arrangements.” +(4) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC +via HKSCC’s FINI System should refer to the section headed “How to Apply for Hong Kong Offer Shares—A. +Application for Hong Kong Offer Shares” in this prospectus. +(5) The Price Determination Date is expected to be on or about Friday, June 26, 2026. If, for any reason, the Offer +Price is not agreed between the Overall Coordinators (for themselves and on behalf of the other Underwriters) +and us by 12:00 noon on Friday, June 26, 2026, the Global Offering will not proceed and will lapse. +(6) Neither of the websites nor any of the information contained on the websites forms part of this prospectus. +(7) The full list of (i) wholly or partially successful applicants using the HK eIPO White Form service and +HKSCC EIPO channel, and (ii) the number of Hong Kong Offer Shares conditionally allotted to them, among +other things, will be displayed at www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult . +(8) H Share certificates will only become valid at 8:00 a.m. on the Listing Date provided that the Global Offering +has become unconditional and the right of termination described in “Underwriting—Underwriting +Arrangements and Expenses—Hong Kong Public Offering—Grounds for Termination” has not been exercised. +Investors who trade the H Shares on the basis of publicly available allocation details prior to the receipt of H +Share certificates or prior to the H Share certificates becoming valid evidence of title do so entirely at their +own risk. +(9) If a Severe Weather Signal in force is hoisted on Monday, June 29, 2026, the H Share Registrar will make +appropriate arrangements for the delivery of the H Share certificates to the HKSCC Depository’s service +counter so that they would be available for trading on Tuesday, June 30, 2026. +(10) Refund mechanism for surplus application monies paid by application via HKSCC EIPO channel is subject +to the arrangement between applicants and their broker or custodian. +Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO +channel should refer to “How to Apply for Hong Kong Offer Shares—D. Dispatch/Collection +of H Share Certificates and Refund of Application Monies” for details. +Applicants who have applied through the HK eIPO White Form service and paid their +applications monies through single bank accounts may have refund monies (if any) dispatched +to the designated bank account in the form of HK eIPO White Form e-Auto Refund payment +instructions. Applicants who have applied through the HK eIPO White Form service and paid +their application monies through multiple bank accounts may have refund monies (if any) +dispatched to the address as specified in their application instructions in the form of refund +cheques in favor of the applicant (or, in the case of joint applications, the first-named +applicant) by ordinary post at their own risk. +EXPECTED TIMETABLE (1) +–v i– + + +--- page 8 --- +Further information is set out in “How to Apply for Hong Kong Offer Shares—D. +Dispatch/Collection of H Share Certificates and Refund of Application Monies.” +The above expected timetable is a summary only. For further details of the structure of +the Global Offering, including its conditions, and the procedures for applications for Hong +Kong Offer Shares, see “Structure of the Global Offering” and “How to Apply for Hong Kong +Offer Shares” in this prospectus. +If the Global Offering does not become unconditional or is terminated in accordance with +its terms, the Global Offering will not proceed. In such case, our Company will make an +announcement as soon as practicable thereafter. +EXPECTED TIMETABLE (1) +– vii – + + +--- page 9 --- +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 distribution of this +prospectus in any jurisdiction other than Hong Kong. The distribution of this +prospectus and the offering and sale of the Offer Shares in other jurisdictions are +subject to restrictions and may not be made except as permitted under the applicable +securities laws of such jurisdictions pursuant to registration with or authorization by +the relevant securities regulatory authorities or an exemption therefrom. +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 Sponsor-Overall Coordinator, the Overall +Coordinators, the Joint Global Coordinators, the Joint Bookrunners and the Joint +Lead Managers, the Capital Market Intermediaries, any of the Underwriters, any of our +or their respective directors, officers or representatives, or any other person or party +involved in the Global Offering. Information contained in our website, located at +www.truehealth.cn, does not form part of this prospectus. +Page +EXPECTED TIMETABLE ........................................... i v +CONTENTS ...................................................... viii +SUMMARY ....................................................... 1 +DEFINITIONS AND ACRONYMS ..................................... 1 4 +GLOSSARY OF TECHNICAL TERMS ................................. 2 7 +FORW ARD-LOOKING STATEMENTS ................................. 3 0 +RISK FACTORS ................................................... 3 2 +CONTENTS +– viii – + + +--- page 10 --- +W AIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS +UNDER THE LISTING RULES AND EXEMPTION FROM THE +COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) +ORDINANCE .................................................... 6 9 +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL +OFFERING ..................................................... 7 4 +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING ..... 7 8 +CORPORATE INFORMATION ....................................... 8 4 +INDUSTRY OVERVIEW ............................................ 8 5 +REGULATORY OVERVIEW ......................................... 1 0 3 +HISTORY AND CORPORATE STRUCTURE ............................ 1 1 6 +BUSINESS ........................................................ 1 4 3 +DIRECTORS AND SENIOR MANAGEMENT ........................... 2 1 4 +RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS .......... 2 2 4 +SUBSTANTIAL SHAREHOLDERS .................................... 2 2 8 +SHARE CAPITAL .................................................. 2 3 0 +FINANCIAL INFORMATION ........................................ 2 3 3 +FUTURE PLANS AND USE OF PROCEEDS ............................ 2 5 8 +UNDERWRITING ................................................. 2 6 4 +STRUCTURE OF THE GLOBAL OFFERING ........................... 2 7 4 +HOW TO APPLY FOR HONG KONG OFFER SHARES ................... 2 8 3 +APPENDIX I ACCOUNTANTS’ REPORT ........................... I - 1 +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION . . II-1 +APPENDIX III TAXATION AND FOREIGN EXCHANGE ................ III-1 +CONTENTS +–i x– + + +--- page 11 --- +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY +PROVISIONS ..................................... I V - 1 +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION ........... V - 1 +APPENDIX VI STATUTORY AND GENERAL INFORMATION ........... VI-1 +APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF +COMPANIES IN HONG KONG AND DOCUMENTS ON +DISPLAY ........................................ VII-1 +CONTENTS +–x– + + +--- page 12 --- +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. Y ou should read this prospectus in its entirety before you decide to +invest in the Offer Shares. There are risks associated with any investment. Some of the +particular risks in investing in the Offer Shares are set out in “Risk Factors” of this +prospectus. Y ou should read that section carefully before you decide to invest in the +Offer Shares. In particular, we are a biotechnology company seeking to list on the Main +Board of the Stock Exchange under Chapter 18A of the Listing Rules on the basis that +we are unable to meet the requirements under Rule 8.05(1), (2) or (3) of the Listing +Rules. Our Core Product is the product for the purpose of satisfying the eligibility +requirements under Chapter 18A of the Listing Rules and Chapter 2.3 of the Guide for +New Listing Applicants. We may continue to incur substantial costs and expenses in +relation to R&D activities for the Core Product, and the Core Product may not be +successfully developed or marketed. There are unique challenges, risks and +uncertainties associated with investing in companies such as ours. Y our investment +decision should be made in light of these considerations. +OVERVIEW +Founded in 2018, we engage in developing and commercializing percutaneous puncture +and ablation surgical robots in China. We have one Core Product, a percutaneous puncture +surgical robot available in four models, namely, TH-S1, TH-S, TH-S Pro and TH-SA. We hold +NMPA Class III registration certificates for TH-S1, TH-S, TH-S Pro and TH-SA for lung and +abdominal puncture, and we are expanding the indication of TH-S1 to include retroperitoneal +lesions. Beyond our Core Product, our pipeline also includes two key products, the +percutaneous microwave ablation surgical robot TH-X MW approved for the treatment of liver +and lung tumors and the percutaneous microwave ablation surgical robot TH-X HMW +approved for the treatment of liver tumors, and five additional product candidates, including +the TH-P series of compact percutaneous puncture surgical robots which are approved for lung +and abdominal puncture, the MW150 microwave ablation device, the TH-X Cryo cryoablation +robot, the TH-LS KI300 and TH-LS LU100 ex vivo organ preservation and assessment systems. +WE MAY NOT BE ABLE TO ULTIMATELY DEVELOP AND COMMERCIALIZE OUR +CORE PRODUCT, OR ULTIMATELY DEVELOP AND COMMERCIALIZE ANY OR +ALL OF OUR PRODUCT CANDIDATES SUCCESSFULLY. +SUMMARY +–1– + + +--- page 13 --- +The following chart summarizes our product portfolio as of the Latest Practicable Date: +Yes +Yes +Yes +Yes +Yes +Yes +Yes +Yes +Yes +Yes +Yes +Yes +Yes +Yes +–May 2022 +– +– +–June 2023 +–December 2024 +December 2025 +–December 2024 +–September 2024 +April 2026 +November 2025 +August 2025 +– +– +– +Category Products Indications/R&D +description +Registration +classification +Design +development +Design +validation Clinical trial(3) Registration +and approval +Owner of global rights or not +IIa +III +III +III +III +III +III +III +III +III +III +III +III +III +Percutaneous +puncture +surgical +robot +Percutaneous +ablation +surgical +robot +Organ +perfusion +system +puncture positioning for lung and +abdominal organs +puncture positioning for lung and +abdominal organs +puncture positioning for lung and +abdominal organs +puncture positioning for lung and +abdominal organs +puncture positioning for lung and +abdominal organs +puncture and microwave ablation +of liver tumors +puncture and microwave ablation +of lung tumors +microwave ablation of liver +tumors +cryoablation of solid tumors +normothermic preservation and +function assessment of kidney +normothermic preservation and +function assessment of multiple +organs +puncture and microwave ablation +of liver tumors +puncture positioning for lung and +abdominal organs +puncture positioning for +retroperitoneal lesions +(2) +TH-S1 model +TH-P Elite, TH-P, +TH-P PLUS +MW150 +(microwave) +TH-X Cryo (cryoablation) +TH-LS KI300 +TH-LS LU100 +TH-X MW +(microwave ablation) +TH-X HMW +(microwave ablation) +TH-S model +TH-S Pro model +TH-SA model +Approval date Upcoming +milestone +CE marking Q4 2026 +registration application +Q4 2026 +– +– +– +– +design validation +H1 2027 +clinical trial +2031 +clinical trial +H1 2027 +Core Product Key product Complete the clinical evaluation through +the same-type comparison pathway +Approved/commercialized product/ +indication +(1) +Core +Product +Notified Body, +the EU(4) +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +Authority and +Jurisdiction +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +Source +Notes: +1. The NMPA, which our PRC Legal Advisors confirm is the competent authority, has confirmed that TH-S1, TH-S, TH-S Pro, and TH-SA share the same technic al +principles, intended use, risk classification, structural composition, core technical parameters, and substantially the same software system, a nd therefore will be classified +under a single registration unit and regulated as the same product. +2. We consulted the NMPA, which our PRC Legal Advisors confirm is the competent authority, with respect to the necessity for a clinical trial for expand ing the indication +of TH-S1 in retroperitoneal lesions, and were advised that a clinical trial is required for such indication expansion. +3. For those products / product candidates that are only required to complete clinical evaluation, the same-type comparisons are generally conducte d in-house by us. To the +extent that type testing, animal experiments or other work requiring specialized professional qualifications in the relevant field is required dur ing the comparison process, +we will engage qualified third-party institutions to perform such work. During the technical review process, the NMPA may, from time to time, raise en quiries in relation +to the same-type comparison. +4. CE marking for medical devices is obtained through a conformity assessment conducted by an EU-designated Notified Body (an independent organizat ion designated by +an EU Member State to do conformity assessment), and the CE mark is affixed by the manufacturer after testing the product and performing the conformity assessment +procedure prescribed by the applicable EU harmonization legislation. +SUMMARY +–2– + + +--- page 14 --- +OUR PRODUCT PORTFOLIO +Our Core Product—Percutaneous Puncture Surgical Robot +Our Core Product is a percutaneous puncture surgical robot available in four models, +namely, TH-S1, TH-S, TH-S Pro and TH-SA. We classify our Core Product models by their +medical device registration certificates and pursue separate certificates for each model to +support commercialization. As of the Latest Practicable Date, all four models of our Core +Product had obtained regulatory approvals in China. +The table below sets forth a comparison of the four models of our Core Product: +TH-S1 TH-S TH-S Pro TH-SA +Registrant /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our Company +Intended use /H1100/H1100/H1100/H1100/H1100/H1100/H1100Navigation and positioning for puncture procedures of adult lung and abdominal solid +organs +Risk classification /H1100/H1100/H1100/H1100 Class III +Core structural +composition /H1100/H1100/H1100/H1100/H1100/H1100 +An image-analysis and puncture planning system, an optical navigation system, a robotic +arm control system and a respiratory tracking system +Product performance /H1100/H1100 Navigation registration error is not more than 0.5 mm +Positioning error is not more than 0.3 mm +Positioning repeatability error is not more than 0.2 mm +System error is not more than 0.8 mm +Product positioning /H1100/H1100/H1100Premium Mid-tier Cost-effective Compact +Target customer group /H1100National medical +centers and +regional medical +centers +Provincial Grade III +hospitals +Prefecture level +Grade III +hospitals with +limited budgets +Older hospitals with +high demands for +space efficiency +Registration status /H1100/H1100/H1100/H1100Approved by the +NMPA in May +2022 +Approved by the +NMPA in June +2023 +Approved by the +NMPA in +December 2024 +Approved by the +NMPA in +December 2025 +TH-S1 is the flagship model of our Core Product. It features a remote planning system, +which is not available in the other models, thereby better addressing the multi-scenario clinical +demands of its high-tier target customers. +See “Business—Our Product Portfolio—Our Core Product—Percutaneous Puncture +Surgical Robot” for details. +Our Market Penetration Strategy +We started to commercialize our Core Product in 2022. We seek to penetrate the market +through trial installations in medical institutions, and such trial installations are provided free +of charge. We arrange and manage such trial installations both directly and through our +distributors, with medical institutions being the end-point users and operators of our products. +We agree on specific trial terms with medical institutions conducting trial use, which typically +includes an agreed capped number of procedures (generally no more than 30 cases). As advised +by our PRC Legal Advisors, this market penetration approach is permitted under applicable +laws and regulations. The years from 2022 to 2025 represent the initial stage of market +promotion, during which it is difficult to achieve scaled sales. We sold one, one and three units +of our Core Product in 2023, 2024 and 2025, respectively. During this period, we focused on +improving market recognition of our Company and our Core Product. Each of our partnered +medical institutions had adopted a specific model of the Core Product based on its clinical +needs and budget, demonstrating the clinical value and market recognition of our Core Product +across various types of puncture procedures. +We plan to promote the sales of our Core Product through market education, establishing +benchmark hospitals, channel partner cultivation, penetration into multiple departments of +various levels of hospitals, and adaptive sales models. For details, please see “Business—Our +Product Portfolio—Commercial Viability of Our Core Product.” We also provide case-based +clinical guidance training to physicians and hospitals to assist with rapid onboarding of our +products and improve operator proficiency. For details, please see “Business—Our +Competitive Strengths—Accelerating deployment of precision interventional solutions through +established sales channels.” +SUMMARY +–3– + + +--- page 15 --- +Competitive Landscape +China’s percutaneous puncture surgical robot market is at an early stage, with a limited +number of approved products. Manual percutaneous puncture remains the predominant +approach for many minimally invasive procedures in current clinical practice, and robot- +assisted percutaneous puncture is still at a nascent stage of adoption. Physician adoption may +be gradual, as robotic-assisted procedures require training, workflow adjustments and changes +to established clinical practice patterns. As a result, the current addressable market for +percutaneous puncture surgical robots is small, and the percutaneous puncture surgical robot +market is characterized by a small number of participants with significant market share. +According to CIC, the aggregate market share of the top five market participants (including us) +in the percutaneous puncture surgical robot market in terms of revenue was 82.5% in 2025. +We face potential competition with international and domestic surgical robot companies. +We compete primarily based on our R&D capabilities, the clinical performance of our products, +our ability to commercialize products and brand recognition. Any products that we successfully +develop and commercialize will face competition from novel products that may become +available in the future. See “Industry Overview” for details. +Our Key Products +TH-X MW +TH-X MW is a percutaneous microwave ablation surgical robot designed to provide +image-guided navigational guidance for percutaneous needle placement and microwave +ablation of solid liver tumors. The system features intelligent organ and lesion segmentation, +intraoperative real-time 3D navigation, and predictive reference of the ablation energy field. In +September 2024, we obtained a Class III medical device registration approval for TH-X MW +from the NMPA. We have expanded TH-X MW’s indication in lung tumor treatment. In April +2026, we obtained the registration approval from the NMPA. +TH-X HMW +TH-X HMW is our other percutaneous microwave ablation surgical robot approved for +the treatment of solid liver tumors. It introduces three major enhancements over TH-X MW, +designed to streamline ablation workflow and enhance documentation and postoperative +review, leading to more actionable and convenient ablation procedures. In November 2025, we +obtained a Class III medical device registration approval for our TH-X HMW from the NMPA. +See “Business—Our Product Portfolio—Our Key Products” for details. +Our Other Products and Product Candidates +In addition to our Core Product and key products, our product portfolio also encompasses +compact percutaneous puncture surgical robots (TH-P series), a microwave ablation device +(MW150), a cryoablation robot (TH-X Cryo), ex vivo organ preservation and assessment +systems, and disposables. See “Business—Our Product Portfolio” for details. +OUR COMPETITIVE STRENGTHS +We believe the following strengths have contributed to our success and differentiate us +from our competitors: (i) from precision navigation to full-chain care: a complete minimally +invasive oncology solution; (ii) pioneering puncture and ablation surgical robotics, +transforming oncologic diagnosis and treatment; (iii) comprehensive capability from clinical +needs to technology R&D and standards setting; (iv) accelerating deployment of precision +interventional solutions through established sales channels; (v) in-house and localized +production enable lower costs, faster iteration, and resilient supply; (vi) strong leadership, deep +expertise and strategic partnerships; and (vii) Hengqin headquarters delivers structural +advantages in medtech development and commercialization. +OUR STRATEGIES +We intend to capitalize on our competitive strengths by pursuing the following strategies: +(i) continue to broaden our product portfolio and application scenarios while advancing our +global footprint; (ii) strengthen core platform innovation and build durable technological +advantages; (iii) strengthen commercialization to consolidate market leadership and accelerate +adoption of our products; and (iv) strengthen integrated supply chain capabilities. +SUMMARY +–4– + + +--- page 16 --- +RESEARCH AND DEVELOPMENT +We have built an experienced R&D team with strong expertise in the surgical robots field. +As of the Latest Practicable Date, our R&D team consisted of 71 members, with approximately +28.2% holding a doctoral or master’s degree. Our R&D team is led by a group of world-class +scientists with proven track records in mechanical engineering, electrical and electronic +engineering, computer science, software engineering, biomedical engineering, and pharmacy. +In particular, the key technical staff of our R&D team have decades of experience in surgical +robots development. Our key R&D leadership includes Ms. Cheong Hou Iam (our founder and +chairwoman), Mr. Chen Xiangqian (our chief technology officer), and Mr. Shi Jipeng (our +R&D director). Each of these individuals has over a decade of relevant experience, gained at +leading medical device companies and research institutions. The R&D team is organized into +specialized teams and departments covering technology center, R&D center, regulations and +management centers, clinical academic department, pharmaceutical development department, +and processing department. For more details of our R&D capabilities and processes, see +“Business—Research and Development—Product Design and Preclinical Development” and +“Business—Research and Development—Our R&D Team.” +In 2024 and 2025, our R&D expenses were RMB50.8 million and RMB56.9 million, +respectively. We did not capitalize any R&D expense in the Track Record Period. During the +same years, our R&D expenses attributable to our Core Product amounted to RMB11.9 million +and RMB25.4 million, respectively, accounting for 23.3% and 44.7% of our total R&D +expenses for the corresponding periods. +INTELLECTUAL PROPERTY +As of the Latest Practicable Date, we owned (i) 206 issued patents in China, five in other +jurisdictions, and (ii) 33 pending patent applications in China. In addition, we owned 15 issued +patents in China with respect to our Core Product and our key products. +During the Track Record Period and up to the Latest Practicable Date, (i) we were not +involved in any legal, arbitral or administrative proceedings in respect of, and we had not +received notice of any material claims of infringement, misappropriation or other violations of +third-party intellectual property; and (ii) we were not involved in any proceedings in respect +of any intellectual property rights that may be threatened or pending and that may have an +influence on the research and development for any of our product candidates in which we may +be a claimant or a respondent. +MANUFACTURING +As of the Latest Practicable Date, we had one major manufacturing base located in +Zhuhai, with the gross floor area of our manufacturing site of approximately 3,682 square +meters. The facility serves as the core of our production system, manufacturing our +commercialized products, including our Core Product, other products in our product pipeline +and disposables. See “Business—Manufacturing—Manufacturing Facility” for details. +SALES AND MARKETING +We had received marketing approval for 10 of our products (excluding disposables) as of +the Latest Practicable Date and had built a customer base spanning 23 key provinces in China, +primarily consisting of domestic distributors. +Sales Channel +We primarily sell our products, including our surgical robots and disposables used in +conjunction with our surgical robots, to end customers through distributors in China under the +distributorship channel. The relationships between distributors and us are categorized as +seller-buyer relationships—they buy our products from us and then resell the products to end +customers, including hospitals and medical institutions. Our distributors maintain a “buy-out” +model with us. As of the Latest Practicable Date, we had engaged and cooperated with a total +of 27 distributors in China. See “Business—Sales and Marketing—Sales Channel” for details. +During the Track Record Period, all of our revenue from product sales was generated from +sales to distributors. According to CIC, our sales model is in line with industry practice. +SUMMARY +–5– + + +--- page 17 --- +OUR CUSTOMERS AND SUPPLIERS +Customers +During the Track Record Period, our customers consisted of distributors in China. We +typically enter into sales agreements with our customers and grant credit terms on a +case-by-case basis determined by our internal assessment. +In 2024 and 2025, the total revenue generated from our five largest customers in each year +was RMB1.8 million and RMB11.7 million, respectively, accounting for 100.0% and 96.4%, +respectively, of our total revenue for the same years. During the same years, revenue generated +from our single largest customer in each year amounted to RMB1.6 million and RMB4.8 +million, respectively, representing 88.9% and 39.2%, respectively, of our total revenue for the +same years. See “Business—Customers” for details. +Suppliers +During the Track Record Period, our suppliers primarily consisted of (i) CROs; (ii) +suppliers of raw materials in connection with our manufacturing; and (iii) providers of sales +and marketing services. Our suppliers usually provide us with credit terms of one month. +In 2024 and 2025, the aggregate purchase amount from our five largest suppliers in each +year was RMB23.3 million and RMB26.4 million, respectively, accounting for 30.8% and +34.9%, respectively, of our total purchases for the same years. During the same years, the +purchase amount from our single largest supplier in each year amounted to RMB6.6 million +and RMB9.0 million, respectively, representing 8.7% and 11.9%, respectively, of our total +purchases for the same years. See “Business—Our Suppliers and Procurement—Our Suppliers” +for details. +PRE-IPO INVESTMENTS +To facilitate our business development and diversify our shareholding structure, we +conducted several rounds of Pre-IPO Investments from January 2021 to January 2025. See +“History and Corporate Structure—Pre-IPO Investments” for details. +Pursuant to the relevant capital increase agreements and the shareholders’ agreement +dated January 23, 2025 (the “ January 2025 Shareholders’ Agreement ”), the Pre-IPO +Investors were granted certain special rights. In particular, they were granted redemption rights +against our Controlling Shareholders, pursuant to which they are entitled to require our +Controlling Shareholders to repurchase all or part of their equity interests at the agreed +repurchase price in the event of the occurrence of certain events. Our Company agreed to +assume joint and several liability for the payment obligations of our Controlling Shareholders +in respect of such repurchase price and any default interest. +During the Track Record Period, no Pre-IPO Investors had exercised their redemption +rights. For details on the accounting treatment of redemption rights of Pre-IPO investments, see +‘—Pre-IPO Investments’ below and note 27 to the Accountants’ Report set out in Appendix I +to this prospectus. +Between May 2025 and November 2025, our Company, our Controlling Shareholders and +the Pre-IPO Investors entered into special rights termination agreements (the “ Special Rights +Termination Agreements ”), pursuant to which the relevant redemption rights and other +special rights were terminated upon or before the first submission of the listing application to +the Stock Exchange for the purpose of the Global Offering or will cease to be effective upon +Listing. For details of the Special Rights Termination Agreements, see “History and Corporate +Structure—Pre-IPO Investments—Special rights of the Pre-IPO Investors” and “B. Further +Information about our Business—1. Summary of material contracts” in Appendix VI to this +prospectus. +SUMMARY +–6– + + +--- page 18 --- +For illustrative purpose, had the Special Rights granted to the Pre-IPO Investors been +accounted for as financial liabilities measured at present value of the redemption amount prior +to entering into the supplemental agreements, (i) the redemption financial liabilities, net +current liabilities/assets and net deficits/assets; and (ii) the finance costs associated with the +redemption financial liabilities, the total net losses and the basic and dilutive loss per share +would have been: +As of December 31, +2024 2025 +(RMB’000) +Redemption financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100499,590 – +Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100524,202 30,116 +Net current (liabilities)/assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(410,487) 208,588 +Net (deficits)/assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(374,140) 239,566 +Y ear ended December 31, +2024 2025 +(RMB’000) +Finance costs associated with the redemption +financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,605 45,316 +Total net losses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(127,761) (135,429) +Basic and dilutive loss per share (RMB per +share) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5.30) (4.43) +SUMMARY OF HISTORICAL FINANCIAL INFORMATION +The summary of historical financial information set forth below has been derived from, +and should be read in conjunction with, our consolidated audited financial statements, +including the accompanying notes, set forth in the Accountants’ Report set out in Appendix I +to this document, as well as the information set forth in “Financial Information” of this +document. Our financial information was prepared in accordance with IFRS. +Summary of Consolidated Statements of Profit or Loss +The following table sets forth a summary of our consolidated statements of profit or loss +for the years indicated: +Y ear ended December 31, +2024 2025 +(RMB’000) +Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,791 12,178 +Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(481) (2,884) +Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,310 9,294 +Other income and gains /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,264 45,479 +Selling and distribution expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(40,094) (38,044) +Administrative expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(34,851) (48,244) +Research and development expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(50,846) (56,874) +Impairment loss of financial assets and contract +assets, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(34) (123) +Other expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(308) (1,041) +Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(594) (398) +Share of loss of an associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (161) +Loss before tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(92,153) (90,112) +Income tax expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3) (1) +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(92,156) (90,113) +Attributable to: +Owners of the parent /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(92,156) (90,113) +SUMMARY +–7– + + +--- page 19 --- +For details on the accounting treatment of redemption rights of Pre-IPO Investments, see +“Pre-IPO Investments” in this section and note 27 to the Accountants’ Report set out in the +Appendix I to this prospectus. +Our revenue increased significantly from RMB1.8 million in 2024 to RMB12.2 million +in 2025, primarily attributable to higher revenue recognized from the sale of our surgical robots +as a result of increased deliveries during the year. In particular, we delivered one TH-S in 2024, +compared with a total of six systems in 2025, comprising two TH-S systems, one TH-P system, +one TH-S Pro system and two TH-X MW systems. In addition, the increase in delivered +systems supported broader clinical utilization and contributed to higher sales of disposables. In +2025, we also recorded revenue from provision of technical services amounting to RMB75,000, +representing research and development services provided by us to an associate in relation to the +development of limb perfusion systems. +We recorded significant other income and gains of RMB33.3 million and RMB45.5 +million in 2024 and 2025, respectively, which was mainly attributable to government grants of +RMB31.9 million and RMB42.6 million in the respective years. During the Track Record +Period, our government grants were primarily attributable to industry development funds +provided to support our research and development activities and one-off incentives awarded +under the Hengqin International Sci-Tech Innovation Competition (Ҧ௴อ௴ุɽ +ᒄ), both of which were granted by the relevant local government authorities and were +non-recurring in nature. From time to time, we received subsidies, incentives and awards in +recognition of our research and development efforts and contributions. However, there is no +assurance that such subsidies, incentives and awards will continue to be available in the future. +We incurred net losses during the Track Record Period. Our net losses during the Track +Record Period were mainly attributable to significant research and development expenses +incurred with respect to our research and development activities. In addition, our net losses +were also attributable to our other operating costs, including our selling and distribution +expenses and administrative expenses. We expect to continue to incur net losses in the near +future as we further our research and development efforts, continue the development of, seek +regulatory approval for, and commercialize our pipeline products. See “Financial +Information—Principal Components of Consolidated Statements of Profit or Loss and Other +Comprehensive Income” for details. +Summary of Consolidated Statements of Financial Position +The following table sets forth a summary of our consolidated statement of financial +position as of the dates indicated: +As of December 31, +2024 2025 +(RMB’000) +Non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110041,660 42,120 +Current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100113,715 238,704 +Current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,612 30,116 +Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110089,103 208,588 +Non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,313 11,142 +Net assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100125,450 239,566 +Our net assets increased significantly to RMB239.6 million as of December 31, 2025 from +RMB125.5 million as of December 31, 2024. Such increase was mainly attributable to +substantial capital injections from shareholders during the year. Although our Group continued +to record a net loss in 2025, the impact of these losses was offset by the capital injections, +resulting in an increase in net asset position as of December 31, 2025. +For details on the accounting treatment of redemption rights of Pre-IPO investments, see +‘—Pre-IPO Investments’ in this section and note 27 to the Accountants’ Report set out in +Appendix I to this prospectus. +SUMMARY +–8– + + +--- page 20 --- +Summary of Consolidated Statements of Cash Flow +The following table sets forth a summary of our consolidated statement of cash flows for +the years indicated: +Y ear ended December 31, +2024 2025 +(RMB’000) +Net cash flows used in operating activities /H1100/H1100/H1100/H1100/H1100(97,045) (91,895) +Net cash flows used in investing activities /H1100/H1100/H1100/H1100/H1100(6,658) (2,287) +Net cash flows from financing activities /H1100/H1100/H1100/H1100/H1100/H1100/H110065,133 192,817 +Net (decrease)/increase in cash and cash +equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(38,570) 98,635 +Cash and cash equivalents at the beginning of +the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100122,484 83,908 +Effect of foreign exchange rate changes, net /H1100/H1100/H1100/H1100/H1100(6) (149) +Cash and cash equivalents at the end of the year /H1100 83,908 182,394 +We had net operating cash outflows of RMB97.0 million and RMB91.9 million in 2024 +and 2025, respectively. Such net operating cash outflows were primarily due to the significant +research and development expenses and other operating expenses we incurred during the Track +Record Period without generating a substantial amount of revenue from our commercialized +products, for which we commenced limited sales in 2023. We monitor and maintain a level of +cash and cash equivalents deemed adequate to finance our operations and mitigate the effects +of fluctuations in cash flows. As our business develops and expands, we expect to generate +more net cash from our operating activities, through increasing sales revenue of the existing +commercialized product and by launching new products. Going forward, we believe our +liquidity requirements will be satisfied by using funds from a combination of our cash and cash +equivalents and net proceeds from the Global Offering. +Working Capital Sufficiency +Taking into account the estimated net proceeds from the Global Offering and the financial +resources available to us, including cash and bank balances and considering our cash burn rate, +our Directors are of the view that we have available sufficient working capital to cover at least +125% of our costs, including administrative and operating expenses (including any production +costs), research and development expenses, and selling and distribution expenses, for at least +the next 12 months from the date of this prospectus. +Cash Burn +Our cash burn rate refers to our average monthly (i) net cash used in operating activities, +which includes payments for research and development expenses, selling and distribution +expenses and administrative expenses; and (ii) capital expenditures. Taking into account our +cash and cash equivalents, financial assets at fair value through profit or loss as of April 30, +2026 and assuming average monthly net cash used in operating activities and capital +expenditures going forward of 1.8 times the average level in 2025, based on the underlying +assumptions that (i) we will increase our investment in research and development by recruiting +more R&D talents and conducting more clinical trials related to the upgrade and innovation of +our products; (ii) we will increase our selling and distribution spending by recruiting more +experienced sales and marketing staff; (iii) we do not expect a significant increase in capital +expenditure; and (iv) we do not expect significant acquisition of any assets, we estimate we +will be able to maintain our financial viability for 10 months from May 2026 without +considering proceeds from the Global Offering; or, if we also take into account the net proceeds +from Global Offering, assuming an Offer Price of HK$119.3 per Offer Share (being the low end +of the indicative Offer Price range), we estimate we will be able to maintain our financial +viability for 30 months from May 2026. Our Directors and our management team will continue +to monitor our working capital, cash flows and our business development status. +SUMMARY +–9– + + +--- page 21 --- +We currently have no immediate plan for future financing after the Listing taking into +account our available cash, proceeds from the Global Offering and based on our cash burn rate. +However, with the continuing expansion of our business and development of our products, we +could not exclude the possibility to require further funding through public or private equity +offerings, debt financing and other sources. We will comply with applicable laws and +regulations, including requirements under the Listing Rules, when we proceed with such +financings. +RISK FACTORS +We believe there are certain risks and uncertainties involved in our operations, some of +which are beyond our control. These risks are set out in “Risk Factors” in this prospectus. Some +of the major risks we face include: (i) the current market for percutaneous puncture surgical +robots is limited, and if the market does not expand as expected, our growth prospects and +results of operations could be materially and adversely affected; (ii) if we do not advance +technologies and introduce improved products in a timely manner, our products may become +non-competitive or obsolete and our revenue and operating results may suffer; (iii) clinical +development is a lengthy, expensive and uncertain process, and unsuccessful clinical trials or +procedures relating to products and indications under development could have a material +adverse effect on our prospects, including incurring additional costs, experiencing delays in +completing, or ultimately being unable to complete the development and commercialization of +our product if clinical trials fail to demonstrate safety and efficacy to the satisfaction of +regulatory authorities; (iv) we have only recently begun commercializing our products and our +sales are currently primarily derived from our Core Product, which may make it difficult to +evaluate our future prospects; (v) if physicians and hospitals are not receptive to our products, +our results of operations may be negatively affected; and (vi) a limited number of customers +accounted for a substantial portion of our revenue during the Track Record Period, and any +decreases in our future sales to them could adversely affect our financial condition and results +of operations. +KEY FINANCIAL RATIOS +The following table sets forth certain of our key financial ratios as of the dates indicated: +As of December 31, +2024 2025 +Liquidity ratios +Current ratio (times) (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004.6 7.9 +Note: +(1) Current ratio is calculated based on total current assets divided by total current liabilities. +See “Financial Information—Key Financial Ratios” for further details. +OUR CONTROLLING SHAREHOLDERS +Immediately prior to the Global Offering, our Company was owned as to approximately +10.47%, 9.35%, 7.48%, 7.15%, 6.46%, 5.61% and 0.10%, by Renyang Biotechnology, +Chengzhen Health, Jiarun Tongchuang, Jiarun Hechuang, Zhuhai Meijirui, Jiarun Xinchuang +and Xinhui Runkang, respectively. Renxiang Biotechnology is the general partner of each of +Renyang Biotechnology, Chengzhen Health, Jiarun Tongchuang, Jiarun Hechuang, Zhuhai +Meijirui, Jiarun Xinchuang and Xinhui Runkang and Renxiang Biotechnology is held as to +99.99% by Ms. Cheong. +Each of Renyang Biotechnology, Chengzhen Health and Jiarun Tongchuang was owned +as to 99% by China True Health Medical as their sole limited partner, and Jiarun Hechuang was +owned as to 99.00% by Shuimu Medical Technology as its sole limited partner. Each of China +True Health Medical and Shuimu Medical Technology was owned as to 96.67% by Ms. +Cheong. As such, (i) Ms. Cheong is the ultimate beneficial owner of each of Renyang +Biotechnology, Chengzhen Health, Jiarun Tongchuang, Jiarun Hechuang, Zhuhai Meijirui, +Jiarun Xinchuang and Xinhui Runkang; and (ii) Ms. Cheong, Renxiang Biotechnology, China +SUMMARY +–1 0– + + +--- page 22 --- +True Health Medical, Shuimu Medical Technology, Renyang Biotechnology, Chengzhen +Health, Jiarun Tongchuang, Jiarun Hechuang, Zhuhai Meijirui, Jiarun Xinchuang and Xinhui +Runkang are considered to be a group of Controlling Shareholders, who collectively held +46.63% of our total issued Shares as of the Latest Practicable Date. +Immediately following the completion of the Global Offering (assuming the Over- +allotment Option is not exercised), Ms. Cheong, Renxiang Biotechnology, China True Health +Medical, Shuimu Medical Technology, Renyang Biotechnology, Chengzhen Health, Jiarun +Tongchuang, Jiarun Hechuang, Zhuhai Meijirui, Jiarun Xinchuang and Xinhui Runkang will +collectively hold approximately 41.96% of our total issued Shares. Accordingly, they will +remain as a group of Controlling Shareholders upon Listing. +GLOBAL OFFERING STATISTICS +Based on an Offer +Price of HK$119.30 +per Offer Share +Based on an Offer +Price of HK$135.40 +per Offer Share +Market capitalization of our H Shares (1) /H1100/H1100/H1100HK$4,252.7 +million +HK$4,826.6 +million +Market capitalization of our Shares (2) /H1100/H1100/H1100/H1100/H1100/H1100HK$4,252.7 +million +HK$4,826.6 +million +Unaudited pro forma adjusted consolidated +net tangible assets per Share attributable +to owners of the Company as of +December 31, 2025 +(3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +HK$18.35 HK$19.87 +Notes: +(1) The calculation is based on the assumption that 35,647,003 H Shares will be in issue immediately +following the completion of the Global Offering, assuming the Over-allotment Option is not exercised. +(2) The calculation is based on the assumption that 35,647,003 H Shares will be in issue immediately +following the completion of the Global Offering, assuming the Over-allotment Option is not exercised. +(3) The unaudited pro forma adjusted consolidated net tangible assets per Share attributable to owners of +the Company as of December 31, 2025 is calculated after the adjustment referred to in “Unaudited Pro +Forma Financial Information” in Appendix II to this prospectus and on the basis of 35,647,003 Shares +in issue immediately following the completion of the Global Offering, assuming the Over-allotment +Option is not exercised. +DIVIDENDS +We do not have a formal dividend policy, a pre-determined dividend pay-out ratio, or a +numerical threshold for determining dividend distributions. We did not declare or pay any +dividend during the Track Record Period. We are incorporated under the laws of the PRC. Any +dividends we pay will be at the discretion of our Directors and will depend on our future +operations and earnings, capital requirements and surplus, general financial condition, +contractual restrictions and other factors which our Directors consider relevant. Our +shareholders in a general meeting may approve any declaration of dividends, which must not +exceed the amount recommended by our Board. +Under the applicable PRC laws and regulations, a PRC incorporated company is required +to set aside at least 10% of its after-tax profits each year, after making up previous years’ +accumulated losses, if any, to contribute to certain statutory reserve funds until the aggregate +amount contributed to such funds reaches 50% of its registered capital. The company may pay +dividends out of after-tax profits after making up for accumulated losses and contributing to +statutory reserve funds as mentioned above. As advised by our PRC Legal Advisors, our PRC +companies cannot pay dividends if such companies are in an accumulated loss position and any +future net profit that we make will have to be first applied to make up for our historically +accumulated losses. As a result, we may not have sufficient or any distributable profits to make +dividend distributions to our Shareholders, even if we become profitable. +SUMMARY +–1 1– + + +--- page 23 --- +FUTURE PLANS AND USE OF PROCEEDS +We estimate that we will receive net proceeds of approximately HK$388.1 million after +deducting the underwriting fees and expenses payable by us in connection with the Global +Offering, and assuming an Offer Price of HK$127.40 per Offer Share, being the mid-point of +the indicative Offer Price range set out in this prospectus, assuming the Over-allotment Option +is not exercised. We intend to use the net proceeds from the Global Offering for the following +purposes: (i) approximately HK$289.1 million (representing 74.5% of net proceeds) to fund +our research and development activities and commercialization of our Core Product; (ii) +approximately HK$38.4 million (representing 9.9% of net proceeds) to fund research and +development activities and commercialization of our key products; (iii) approximately +HK$23.3 million (representing 6.0% of net proceeds) to fund research and development +activities of other product candidates and related patent filings and portfolio expansion; (iv) +approximately HK$7.8 million (representing 2.0% of net proceeds) to fund the expansion of +our manufacturing capacity and enhance our production capability; and (v) approximately +HK$29.5 million (representing 7.6% of net proceeds) to fund our working capital and other +general corporate purposes. +LISTING EXPENSES +Our listing expenses mainly include underwriting commissions, professional fees paid to +legal advisors, the Reporting Accountants and other professional parties for their services +rendered in relation to the Listing and the Global Offering. +Based on the mid-point Offer Price of HK$127.40 per Share, the total estimated listing +expenses in relation to the Global Offering are RMB57.4 million (HK$66.1 million), assuming +the Over-allotment Option is not exercised, which constitute approximately 14.5% of the gross +proceeds. Our total listing expenses consist of (i) underwriting-related expenses and fees +(including underwriting commissions, Stock Exchange trading fee, SFC and AFRC transaction +levy) of RMB21.7 million (HK$25.0 million); and (ii) non-underwriting-related expenses of +RMB35.7 million (HK$41.1 million), including (a) fees payable to the legal advisors and +Reporting Accountants of RMB20.7 million (HK$23.8 million) and (b) other fees and expenses +of RMB15.0 million (HK$17.3 million). Among the total listing expenses, approximately +HK$18.5 million had been charged to profit or loss for the year ended December 31, 2025 and +HK$19.1 million is expected to be charged to profit or loss for the year ending December 31, +2026, and approximately HK$28.5 million directly attributable to the issue of the Shares is +expected to be deducted from equity upon the completion of the Global Offering. The listing +expenses above are the latest practicable estimate for reference only, and the actual amount +may differ from this estimate. +RECENT DEVELOPMENTS +Indication Expansion of TH-S1 +We are conducting a clinical study focused on the design and verification of TH-S1 to +expand its indication in retroperitoneal lesions. As of the Latest Practicable Date, 15 patients +had been enrolled and the clinical trial was ongoing. We expect to obtain NMPA registration +approval in the second half of 2027. See “Business—Our Product Portfolio” for details. +Indication Expansion for TH-X MW +We have expanded the indication of TH-X MW in lung tumor treatment. We submitted the +registration application to the NMPA in July 2025, which was accepted by the NMPA in August +2025. In April 2026, we obtained registration approval. See “Business—Our Product Portfolio” +for details. +Expected Loss +We expect a significant increase in loss position for the year ending December 31, 2026, +primarily because (i) we anticipate continuing to incur substantial costs and expenses in +relation to our R&D activities and sales and marketing initiatives as we proceed with on-going +clinical trials or evaluations and further enhance our commercialization capabilities, and (ii) +we have incurred, and expect to continue to incur, costs and expenses relating to the Global +Offering. +SUMMARY +–1 2– + + +--- page 24 --- +New Tenders +Subsequent to the Track Record Period and up to the Latest Practicable Date, our products +participated in three tender processes and were awarded two tenders, including one TH-S1 and +one TH-S, with the result of the remaining one still pending. +NO MATERIAL ADVERSE CHANGE +Our Directors confirm that, up to the date of this prospectus, (i) there has been no material +adverse change in our business, the industry where we operate, or market or regulatory +environment to which we are subject; (ii) there has been no material adverse change in our +financial or trading position or prospects since December 31, 2025, being the date of the latest +audited consolidated financial position of our Group as set out in the Accountants’ Report in +Appendix I to this prospectus; or (iii) there has been no event since December 31, 2025 that +would materially affect the information shown in the Accountants’ Report set forth in Appendix +I to this prospectus. +SUMMARY +–1 3– + + +--- page 25 --- +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. +“Accountants’ Report” the Accountants’ Report for the years ended December +31, 2024 and 2025 prepared by the Reporting +Accountants, the text of which is set out in Appendix I to +this prospectus; +“AFRC” the Accounting and Financial Reporting Council of Hong +Kong; +“Articles of Association” or +“Articles” +the articles of association of our Company adopted on +November 20, 2025, which shall become effective as of +the date on which the H Shares are listed on the Stock +Exchange, as amended from time to time, a summary of +which is set out in “Appendix V—Summary of Articles of +Association” to this prospectus; +“associate(s)” has the meaning ascribed to it under the Listing Rules; +“Audit Committee” the audit committee of our Board; +“Beijing Weidao” Beijing Weidao Medical Technology Co., Ltd.* ( ̏ԯฆ +ʮ̡), a limited company established in +the PRC on September 2, 2021 and a direct wholly-owned +subsidiary of our Company, which was subsequently +deregistered on November 8, 2024; +“Board” or “Board of Directors” the board of Directors of our Company; +“business day” a day on which banks in Hong Kong are generally open +for normal banking business to the public and which is +not a Saturday, Sunday or public holiday in Hong Kong; +“Capital Market Intermediaries” the capital market intermediaries participating in the +Global Offering and has the meaning ascribed thereto +under the Listing Rules; +“CCASS” the Central Clearing and Settlement System established +and operated by HKSCC; +“Chengzhen Health” Zhuhai Chengzhen Health Technology Partnership +(Limited Partnership)* (ҦΥྫΆุ(Ϟ +Υྫ)), a limited partnership established in the PRC on +April 4, 2018, which is owned as to 99% and 1% by +China True Health Medical as its limited partner, and +Renxiang Biotechnology as its general partner, +respectively, and is one of our Controlling Shareholders; +DEFINITIONS AND ACRONYMS +–1 4– + + +--- page 26 --- +“China”, “Chinese Mainland” or +“PRC” +The People’s Republic of China, but for the purpose of +this prospectus and for geographical reference only and +except where the context requires otherwise, references +in this prospectus to “China” and the “PRC” do not apply +to Hong Kong, Macau and Taiwan; +“China True Health Medical” China True Health Medical Technology Co., Ltd. ( ʕॆ +ʮ̡), a limited liability company +established in Macau on May 31, 2019, which is owned +as to 96.67% and 3.33% by Ms. Cheong and Mr. Cheong +Kam Leng ( ੵᎀཕ), father of Ms. Cheong, respectively, +and is one of our Controlling Shareholders; +“CIC” China Insights Industry Consultancy Limited, a global +market research and consulting company, which is an +Independent Third Party; +“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 to it under the Listing Rules; +“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of +Hong Kong) as amended, supplemented or otherwise +modified from time to time; +“Companies (Winding Up and +Miscellaneous Provisions) +Ordinance” +the Companies (Winding Up and Miscellaneous +Provisions) Ordinance (Chapter 32 of the Laws of Hong +Kong), as amended, supplemented or otherwise modified +from time to time; +“Company”, “our Company” or +“the Company” +Guangdong True Health Medical Technology +Development Co., Ltd. (΅Ϟ +ʮ̡) (formerly known as True Health (Guangdong +Hengqin) Medical Technology Co., Ltd.* ( ॆੰ(ዑ +ೞ)ʮ̡)), a limited liability company +established in the PRC on March 16, 2018 and +subsequently converted into a joint stock company with +limited liability on October 29, 2025; +“connected person(s)” has the meaning ascribed to it under the Listing Rules; +“connected transaction(s)” has the meaning ascribed to it under the Listing Rules; +“Controlling Shareholders” has the meaning ascribed to it under the Listing Rules and +unless the context otherwise requires, refers to +Ms. Cheong, Renxiang Biotechnology, China True Health +Medical, Shuimu Medical Technology, Renyang +Biotechnology, Chengzhen Health, Jiarun Tongchuang, +Jiarun Hechuang, Zhuhai Meijirui, Jiarun Xinchuang and +Xinhui Runkang as further detailed in the section headed +“Relationship with Our Controlling Shareholders”; +DEFINITIONS AND ACRONYMS +–1 5– + + +--- page 27 --- +“core connected person(s)” has the meaning ascribed to it under the Listing Rules; +“Core Product” has the meaning ascribed thereto under Chapter 18A of +the Listing Rules and for the purpose of this prospectus, +our Core Product refers to our percutaneous puncture +surgical robot, which comprises four models; +“Corporate Governance Code” the Corporate Governance Code set out in Appendix C1 +to the Listing Rules; +“COVID-19” a viral respiratory disease caused by the severe acute +respiratory syndrome coronavirus; +“CSDC” China Securities Depositary and Clearing Corporation +Limited (பʮ̡); +“CSRC” the China Securities Regulatory Commission of the PRC +(ึ); +“Director(s)” the director(s) of our Company; +“Domestic Unlisted Share(s)” ordinary share(s) in the share capital of our Company, +with a nominal value of RMB1.00 each, which are not +listed on any stock exchange; +“EIT” the enterprise income tax; +“EIT Law” the PRC Enterprise Income Tax Law ( ʕശɛ͏ձΆ +جas enacted by the NPC on March 16, 2007 +and effective on January 1, 2008, as amended, +supplemented or otherwise modified from time to time; +“Extreme Conditions” the occurrence of “extreme conditions” as announced by +any government authority of Hong Kong due to serious +disruption of public transport services, extensive +flooding, major landslides, large-scale power outage or +any other adverse conditions before Typhoon Signal No. +8 or above is replaced with Typhoon Signal No. 3 or +below; +“FINI” Fast Interface for New Issuance, an online platform +operated by HKSCC for admission to trading and, where +applicable, the collection and processing of specified +information on subscription in and settlement for all +initial public offerings; +“General Rules of HKSCC” General Rules of HKSCC published by the Stock +Exchange and as amended from time to time; +“Global Offering” the Hong Kong Public Offering and the International +Offering; +DEFINITIONS AND ACRONYMS +–1 6– + + +--- page 28 --- +“Group”, “our Group”, “we”, +“our” or “us” +our Company and all of our subsidiaries or, where the +context so requires, in respect of the period before our +Company became the holding company of our present +subsidiaries, the business operated by such subsidiaries +or their predecessors (as the case may be); +“Guide” the “Guide for New Listing Applicants” published by the +Stock Exchange in November 2023 which took effect on +January 1, 2024, as amended or supplemented or +otherwise modified from time to time; +“H Share(s)” ordinary share(s) in the share capital of our Company +with nominal value of RMB1.00 each, which are to be +subscribed for and traded in Hong Kong dollars and for +which an application has been made for listing and +permission to trade on the Stock Exchange; +“H Share Registrar” Tricor Investor Services Limited; +“Haikou Weidao” Haikou Weidao Medical Technology Co., Ltd.* ( ऎɹฆ +ʮ̡), a limited company established in +the PRC on December 23, 2021 and an indirect wholly- +owned subsidiary of our Company, which was +subsequently deregistered on January 4, 2024; +“HK$” Hong Kong dollars, the lawful currency of Hong Kong; +“HKSCC” Hong Kong Securities Clearing Company Limited, a +wholly-owned subsidiary of Hong Kong Exchanges and +Clearing Limited; +“HKSCC EIPO ” the application for the Hong Kong Offer Shares to be +issued in the name of HKSCC Nominees and deposited +directly into CCASS to be credited to your or a +designated HKSCC Participant’s stock account through +causing HKSCC Nominees to apply on your behalf, +including by instructing your broker or custodian who is +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 in relation to +CCASS and FINI, containing the practices, procedures +and administrative requirements relating to the operation +and functions of CCASS and FINI as from time to time in +force; +“HKSCC Participant” a participant admitted to participate in CCASS as a direct +clearing participant, a general clearing participant or a +custodian participant; +DEFINITIONS AND ACRONYMS +–1 7– + + +--- page 29 --- +“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the +PRC; +“HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued +in the applicant’s own name, submitted online through +the designated website at www.hkeipo.hk ; +“HK eIPO White Form Service +Provider” +the HK eIPO White Form service provider designated +by our Company as specified on the designated website at +www.hkeipo.hk ; +“Hong Kong Offer Shares” the 356,480 new H Shares being initially offered by our +Company for subscription in the Hong Kong Public +Offering, subject to reallocation 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 of 1%, 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 this prospectus, as further +described in the section headed “Structure of the Global +Offering—The Hong Kong Public Offering” in this +prospectus; +“Hong Kong Takeovers Code” or +“Takeovers Code” +Codes on Takeovers and Mergers and Share Buy-backs +issued by the SFC; +“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering listed +in the section headed “Underwriting—Hong Kong +Underwriters” in this prospectus; +“Hong Kong Underwriting +Agreement” +the underwriting agreement dated June 18, 2026 relating +to the Hong Kong Public Offering entered into by our +Company, our Controlling Shareholders, the Joint +Sponsors, the Overall Coordinators and the Hong Kong +Underwriters, as further described in the section headed +“Underwriting—Underwriting Arrangements and +Expenses—Hong Kong Public Offering—Hong Kong +Underwriting Agreement” in this prospectus; +“IFRS” International Financial Reporting Standards, which +include standards, amendments and interpretations +promulgated by the International Accounting Standards +Board and the International Accounting Standards and +interpretations issued by the International Accounting +Standards Committee +“Independent Third Party(ies)” individuals or company(ies), who or which, to the best of +our Directors’ knowledge, information and belief, having +made all reasonable enquiries, is not a connected person +of our Company within the meaning of the Listing Rules; +DEFINITIONS AND ACRONYMS +–1 8– + + +--- page 30 --- +“International Offer Shares” the 3,208,220 new H Shares being initially offered by our +Company for subscription in the International Offering, +together with, where relevant, any additional Shares to be +issued pursuant to the exercise of the Over-allotment +Option, subject to reallocation, as described in the section +headed “Structure of the Global Offering” in this +prospectus; +“International Offering” the offer of the International Offer Shares by the +International Underwriters at the Offer Price outside the +United States in offshore transactions in reliance on +Regulation S and subject to the terms and conditions +described in “Structure of the Global Offering—The +International Offering” in this prospectus; +“International Underwriters” the underwriters for the International Offering; +“International Underwriting +Agreement” +the underwriting agreement relating to the International +Offering to be entered into by our Company, our +Controlling Shareholders, the Joint Sponsors, the Overall +Coordinators and the International Underwriters on or +about the Price Determination Date, as further described +in the section headed “Underwriting” in this prospectus; +“Jiarun Hechuang” Zhuhai Jiarun Hechuang Technology Development +Partnership (Limited Partnership)* (Ҧ೯ +ΥྫΆุ(Υྫ)) (formerly known as Tianjin +Jiarun Hechuang Technology Development Partnership +(Limited Partnership)* (ΥྫΆุ +(Υྫ)), a limited partnership established in the PRC +on January 11, 2021, which is owned as to 99% and 1% +by Shuimu Medical Technology as its limited partner, and +Renxiang Biotechnology as its general partner, +respectively, and is one of our Controlling Shareholders; +“Jiarun Tongchuang” Zhuhai Jiarun Tongchuang Technology Development +Partnership (Limited Partnership)* (Ҧ೯ +ΥྫΆุ(Υྫ)) (formerly known as Tianjin +Jiarun Tongchuang Technology Development Partnership +(Limited Partnership)* (ΥྫΆุ +(Υྫ)), a limited partnership established in the PRC +on April 4, 2018, which is owned as to 99% and 1% by +China True Health Medical as its limited partner, and +Renxiang Biotechnology as its general partner, +respectively, and is one of our Controlling Shareholders; +“Jiarun Xinchuang” Zhuhai Jiarun Xinchuang Technology Development +Partnership (Limited Partnership)* (Ҧ೯ +ΥྫΆุ(Υྫ)) (formerly known as Tianjin +Jiarun Xinchuang Technology Development Partnership +(Limited Partnership)* (ΥྫΆุ +(Υྫ)), a limited partnership established in the PRC +on December 29, 2020, which is owned as to 66.67%, +32.33%, and 1% by Ms. Xu Yan (֧ࢱan Independent +Third Party, and Ms. Cheong as its limited partners, and +Renxiang Biotechnology as its general partner, +respectively, and is one of our Controlling Shareholders; +DEFINITIONS AND ACRONYMS +–1 9– + + +--- page 31 --- +“Joint Bookrunners” the joint bookrunners as named in the section headed +“Directors and Parties Involved in the Global Offering” +of this prospectus; +“Joint Global Coordinators” the joint global coordinators as named in the section +headed “Directors and Parties Involved in the Global +Offering” of this prospectus; +“Joint Lead Managers” the joint lead managers as named in the section headed +“Directors and Parties Involved in the Global Offering” +of this prospectus; +“Joint Sponsors” China International Capital Corporation Hong Kong +Securities Limited and DBS Asia Capital Limited; +“Latest Practicable Date” June 14, 2026, being the latest practicable date for +ascertaining certain information in this prospectus before +its publication; +“Listing” the listing of the H Shares on the Main Board; +“Listing Committee” the listing sub-committee of the board of directors of the +Stock Exchange; +“Listing Date” the date, expected to be on or about June 30, 2026, on +which the H Shares are to be listed and on which dealings +in the H Shares are to be first permitted to take place on +the Stock Exchange; +“Listing Rules” the Rules Governing the Listing of Securities on The +Stock Exchange of Hong Kong Limited, as amended, +supplemented or otherwise modified from time to time; +“Macao” or “Macau” the Macau Special Administrative Region of the PRC; +“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; +“MIIT” the Ministry of Industry and Information Technology of +the PRC (ʷ); +“Ministry of Finance” or “MOF” Ministry of Finance of the PRC (݁ +); +“MOFCOM” Ministry of Commerce of the PRC ( ʕശɛ͏ձਠਕ +); +“MOP” Macau Pataca, the lawful currency of Macau; +DEFINITIONS AND ACRONYMS +–2 0– + + +--- page 32 --- +“Ms. Cheong” Ms. Cheong Hou Iam (), our founder, our +executive Director, the chairperson of our Board, the +general manager of our Company and one of our +Controlling Shareholders; +“MST” Ministry of Science and Technology of the PRC ( ʕശɛ +ኪҦஔ); +“NDRC” National Development and Reform Commission of the +PRC (ึ); +“NHC” National Health Commission of the PRC ( ʕശɛ͏ձ +ึ); +“NMPA” National Medical Products Administration (္ +ຖ၍ଣ҅); +“Nomination Committee” the nomination committee of our Board; +“Offer Price” the final offer price per H 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%) at which the Offer Shares are to be +subscribed for pursuant to the Global Offering and to be +determined in the manner described in “Structure of the +Global Offering—Pricing and Allocation—Determining +the Offer Price” in this prospectus; +“Offer Shares” the Hong Kong Offer Shares and the International Offer +Shares; +“Overall Coordinators” the overall coordinators as named in the section headed +“Directors and Parties Involved in the Global Offering” +of this prospectus; +“Over-allotment Option” the option expected to be granted by us to the +International Underwriters under the International +Underwriting Agreement, exercisable by the Overall +Coordinators (for themselves and on behalf of the +International Underwriters), pursuant to which we may +be required to allot and issue up to 534,700 additional H +Shares (representing approximately 15.0% of the number +of Offer Shares initially being offered under the Global +Offering) at the Offer Price, to cover overallocations in +the International Offering, if any, as further described in +the section headed “Structure of the Global Offering” in +this prospectus; +“PBOC” the People’s Bank of China ( ʕɛ͏ვБ), the central +bank of the PRC; +DEFINITIONS AND ACRONYMS +–2 1– + + +--- page 33 --- +“PRC Company Law” the Company Law of the PRC ( ʕശɛ͏ձʮ̡ +), enacted by the Standing Committee of the Eighth +National People’s Congress on December 29, 1993 and +effective on July 1, 1994, and subsequently amended on +December 25, 1999, August 28, 2004, October 27, 2005, +December 28, 2013, October 26, 2018 and December 29, +2023, as amended, supplemented or otherwise modified +from time to time; +“PRC government” the central government of the PRC and all governmental +subdivisions (including provincial, municipal and other +regional or local government entities) and organizations +of such government or, as the context requires, any of +them; +“PRC Legal Advisors” Beijing DeHeng Law Offices, our legal advisors as to +PRC laws in connection with the Global Offering; +“Pre-IPO Employee Incentive +Scheme” +the pre-IPO employee incentive scheme adopted by our +Company, and the principal terms of which are set out in +the section headed “Appendix VI—Statutory and General +Information—E. Employee Incentive Scheme” to this +prospectus; +“Pre-IPO Investment(s)” the pre-IPO investment(s) in our Company, details of +which are set out in “History and Corporate +Structure—Pre-IPO Investments” in this prospectus; +“Pre-IPO Investor(s)” the investor(s) of the Pre-IPO Investments, details of +which are set out in “History and Corporate +Structure—Pre-IPO Investments” in this prospectus; +“Price Determination Agreement” the agreement to be entered into by the Overall +Coordinators (for themselves and on behalf of the +Underwriters) and our Company on the Price +Determination Date to record and determine the final +Offer Price; +“Price Determination Date” the date expected to be on or around June 26, 2026 but no +later than 12:00 noon on June 26, 2026 on which our +Company and the Overall Coordinators (for themselves +and on behalf of the Underwriters) determine the Offer +Price for the purpose of the Global Offering; +“Remuneration and Appraisal +Committee” +the remuneration and appraisal committee of our Board; +“Renminbi” or “RMB” the lawful currency of the PRC; +DEFINITIONS AND ACRONYMS +–2 2– + + +--- page 34 --- +“Renxiang Biotechnology” Guangdong Hengqin Renxiang Biotechnology Co., Ltd.* +(ʮ̡), a limited liability +company established in the PRC on April 30, 2019, which +is owned as to 99.99% and 0.01% by our Ms. Cheong and +Ms. Yu Lili ( ɲ), an Independent Third Party, +respectively, and is one of our Controlling Shareholders; +“Renyang Biotechnology” Guangdong Hengqin Renyang Biotechnology Center +(Limited Partnership)* (Ҧʕː(Ϟ +Υྫ)), a limited partnership established in the PRC on +May 9, 2019, which is owned as to 99% and 1% by China +True Health Medical as its limited partner, and Renxiang +Biotechnology as its general partner, respectively, and is +one of our Controlling Shareholders; +“Reporting Accountants” Ernst & Young, the reporting accountants of our +Company; +“R&D” research and development; +“Regulation S” Regulation S under the U.S. Securities Act; +“SAFE” the State Administration of Foreign Exchange of the PRC +(ʕശɛ͏ձ̮ි၍ଣ҅); +“SAMR” the State Administration of Market Regulation of the +PRC (̹ఙ္ຖ၍ଣᐼ҅); +“SAT” the State Administration of Taxation of the PRC ( ʕശɛ +ਕᐼ҅); +“SCNPC” the Standing Committee of the National People’s +Congress (ึ); +“SFC” the Securities and Futures Commission of Hong Kong; +“SFO” the Securities and Futures Ordinance (Chapter 571 of the +Laws of Hong Kong), as amended, supplemented or +otherwise modified from time to time; +“Share(s)” ordinary share(s) in the capital of our Company with a +nominal value of RMB1.00 each, comprising Domestic +Unlisted Shares and H Shares; +“Shareholder(s)” holder(s) of our Share(s); +“Shuimu Medical Technology” China Shui Mu Medical Technology Company Limited +(ʮ̡), a limited liability +company established in Macau on May 31, 2019, which is +owned as to 96.67% and 3.33% by Ms. Cheong and Mr. +Cheong Kam Leng ( ੵᎀཕ), father of Ms. Cheong, +respectively, and is one of our Controlling Shareholders; +DEFINITIONS AND ACRONYMS +–2 3– + + +--- page 35 --- +“Sophisticated Investor(s)” has the meaning ascribed to it under Chapter 2.3 of the +Guide; +“Sponsor-Overall Coordinator” DBS Asia Capital Limited; +“Stabilizing Manager” China International Capital Corporation Hong Kong +Securities Limited +“State Council” the State Council of the PRC ( ʕശɛ͏ձਕ৫); +“Stock Exchange” The Stock Exchange of Hong Kong Limited, a wholly +owned subsidiary of Hong Kong Exchanges and Clearing +Limited; +“subsidiary(ies)” has the meaning ascribed to it under the Listing Rules; +“substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules; +“Track Record Period” the years ended December 31, 2024 and 2025; +“Trial Measures” the Trial Administrative Measures of Overseas Securities +Offering and Listing by Domestic Companies ( ྤʫΆุ +جpromulgated by the +CSRC on February 17, 2023; +“True Health (Beijing)” True Health (Beijing) Medical Technology Co., Ltd.* ( ॆ +ੰ(̏ԯ)ʮ̡) (formerly known as +Kangren (Beijing) Medical Technology Co., Ltd.* ( ੰ +(̏ԯ)ʮ̡)), a limited liability company +established in the PRC on November 21, 2022 and a +direct wholly-owned subsidiary of our Company; +“True Health (Guangdong +Hengqin)” +True Health (Guangdong Hengqin) Medical Device Co., +Ltd.* ( ॆੰ(ዑೞ)ʮ̡) (formerly +known as True Health (Zhuhai) Medical Technology Co., +Ltd.* ( ॆੰ(मऎ)ʮ̡)), a limited +liability company established in the PRC on July 26, +2021 and a direct wholly-owned subsidiary of our +Company; +“True Health (Guangzhou)” True Health (Guangzhou) Medical Device Co., Ltd.* +(ॆੰ(ᄿψ)ʮ̡), a limited liability +company established in the PRC on May 12, 2026 and a +direct wholly-owned subsidiary of our Company; +“True Health (Hainan)” True Health (Hainan) Medical Technology Co., Ltd.* ( ॆ +ੰ(ی)ʮ̡), a limited liability +company established in the PRC on November 10, 2021 +and a direct wholly-owned subsidiary of our Company; +DEFINITIONS AND ACRONYMS +–2 4– + + +--- page 36 --- +“True Health (HK)” True Health (HK) Medi-Technology Co., Limited ( ॆ +ੰ(ಥ)ʮ̡), a limited liability company +established in Hong Kong on August 19, 2025 and a +direct wholly-owned subsidiary of our Company; +“True Health (Macau)” China True Health Technology Co., Ltd. (߅ +ʮ̡) (formerly known as China Fu Dan Medical +Technology Investment Ltd. (Ҧҳ༟Ϟ +ʮ̡), a limited liability company established in Macau +on August 3, 2021 and a direct wholly-owned subsidiary +of our Company; +“True Health Jiesheng +(Guangdong Hengqin)” +True Health Jiesheng (Guangdong Hengqin) Medical +Technology Co., Ltd.* ( ॆੰઠସ(ዑೞ)Ҧ +ʮ̡), a limited liability company established in the +PRC on December 6, 2024 and a direct wholly-owned +subsidiary of our Company; +“Underwriters” the Hong Kong Underwriters and the International +Underwriters; +“Underwriting Agreements” the Hong Kong Underwriting Agreement and the +International Underwriting Agreement; +“U.S.” or “United States” the United States of America, its territories, its +possessions and all areas subject to its jurisdiction; +“U.S. persons” U.S. persons as defined in Regulation S; +“U.S. Securities Act” United States Securities Act of 1933, as amended, +supplemented or otherwise modified from time to time; +“V AT” the PRC value-added tax; +“Xinhui Runkang” Xinhui Runkang (Zhuhai Hengqin) Investment +Consulting Center (Limited Partnership)* (ᅆᆗੰ(म +ऎዑೞ)ҳ༟ፔ༔ʕː(Υྫ)), a limited partnership +established in the PRC on August 13, 2021, which is +owned as to (i) 26%, 25%, 10%, 9% by Ji Caixia ( +ᒳ), Li Yi ( ҽᆇ), Huang Yin ( රত), and Zhang Dongwu +(؛؇as its limited partners, who are Independent +Third Parties, and (ii) 30% by Renxiang Biotechnology +as its general partner, respectively, and is one of our +Controlling Shareholders; +“Zhenyida (Beijing)” Zhenyida (Beijing) Medical Technology Co., Ltd.* ( +༺(̏ԯ)ʮ̡), a limited company +established in the PRC on September 5, 2023 and a direct +wholly-owned subsidiary of our Company, which was +subsequently deregistered on May 29, 2025; +DEFINITIONS AND ACRONYMS +–2 5– + + +--- page 37 --- +“Zhenyida (Huzhou)” Zhenyida (Huzhou) Medical Technology Co., Ltd.* ( +༺(ಳψ)ʮ̡), a limited liability company +established in the PRC on March 1, 2023 and a direct +wholly-owned subsidiary of our Company; +“Zhuhai Jiansheng” Zhuhai Jiansheng Medical Technology Co., Ltd.* ( मऎ +ʮ̡), a limited company established +in the PRC on July 28, 2022 and a direct wholly-owned +subsidiary of our Company, which was subsequently +deregistered on November 15, 2024; +“Zhuhai Meijirui” Zhuhai Meijirui Medical Technology Partnership +(Limited Partnership)* (ҦΥྫΆุ(Ϟ +Υྫ)), a limited partnership established in the PRC on +June 15, 2022, which is our employee shareholding +platform and is owned as to 97%, 1%, 1%, and 1% by Ms. +Cheong, Ms. Guo Jian ( ெ), our executive Director and +vice general manager of our Company, and Mr. Shi +Jipeng (ᘄ), our R&D director, as its limited partners +and Renxiang Biotechnology as its general partner, +respectively, and is one of our Controlling Shareholders. +For details, see “History and Corporate Structure—Our +Employee Shareholding Platform” and “Statutory and +General Information—E. Pre-IPO Employee Incentive +Scheme” in Appendix VI to this prospectus; +“Zhuhai Yudao” Zhuhai Yudao Medical Technology Co., Ltd.* ( मऎᚑɠ +ʮ̡), a limited company established in the +PRC on July 28, 2022 and an indirect wholly-owned +subsidiary of our Company, which was subsequently +deregistered on January 24, 2024; and +“%” per cent. +Unless otherwise specified, all references to any shareholdings in our Company following +the completion of the Global Offering assume that the Over-allotment Option is not exercised. +Unless the content otherwise requires, references to “2024” and “2025” in this +prospectus refer to our financial year ended December 31 of such year . +For ease of reference, the names of Chinese laws and regulations, governmental +authorities, institutions, natural persons or other entities (including certain of our +subsidiaries) have been included in the prospectus in both the Chinese and English languages +and in the event of any inconsistency, the Chinese versions shall prevail. English translations +of company names which are marked with “*” and other terms from the Chinese language are +provided for identification purposes only. +Certain amounts and percentage figures included in this prospectus were subjected to +rounding adjustments. Accordingly, figures shown as totals in certain tables may not be +arithmetic aggregation of the figures preceding them. +For the purpose of this prospectus, references to “provinces” of China include provinces, +municipalities under direct administration of the central government and provincial-level +autonomous regions. +DEFINITIONS AND ACRONYMS +–2 6– + + +--- page 38 --- +In this prospectus, unless the context otherwise requires, explanations and +definitions of certain terms used in this prospectus in connection with our Group and +our business shall have the meanings set out below. The terms and their meanings may +not correspond to standard industry meaning or usage of these terms. +“2D” two-dimensional in terms of width and height +“3D” three-dimensional in terms of width, height and depth +“abdomen” the part of the body between the chest and the pelvis +“ablation” the removal or destruction of a body part or tissue or its +function, often using minimally invasive techniques like +heat, cold, or lasers +“AE” adverse event, any untoward medical occurrence in a +patient or clinical trial subject +“AI” artificial intelligence +“algorithm” a procedure or formula for solving a problem, based on +conducting a sequence of specified actions +“biopsy” removal of a sample of tissue from a living person or +animal for pathological examination +“CAGR” compound annual growth rate +“CE marking” a certification mark that indicates conformity with health, +safety and environmental protection standards for +products sold within the European Economic Area +“Class II medical device” medical devices with moderate risks, which shall be +strictly controlled and administered to ensure their safety +and effectiveness under the Regulation on the +Supervision and Administration of Medical Devices ( ᔼ +ᐕኜ္ຖ၍ଣૢԷ) +“Class III medical device” medical devices with relatively high risks, which shall be +strictly controlled and administered through special +measures to ensure their safety and effectiveness under +the Regulation on the Supervision and Administration of +Medical Devices ( ᔼᐕኜ္ຖ၍ଣૢԷ) +“confidence intervals” or “CI” a range of values so defined that there is a specified +probability that the value of a parameter lies within it +“CRO” contract research organization, a company that provides +professional research services to pharmaceutical and +medical device companies on a contractual basis +“cryoablation” a procedure in which an extremely cold liquid or an +instrument called a cryoprobe is used to freeze and +destroy abnormal tissue +GLOSSARY OF TECHNICAL TERMS +–2 7– + + +--- page 39 --- +“CT” computed tomography, a medical imaging technique that +uses computer-processed combinations of multiple X-ray +measurements taken from different angles to produce +cross-sectional images of internal organs, bones, soft +tissues and blood vessels +“disposables” for purposes of this prospectus, surgical instruments and +accessories which are discarded and replaced after one or +limited times of use +“ex vivo ” a medical procedure in which an organ, cells, or tissue are +taken from a living body for a treatment or procedure, +and then returned to the living body +“FAS” full analysis set, a trial population which is as close as +possible to the general population for which a test +treatment is intended. The FAS population can include +individuals who fail to comply with the treatment +protocol +“GMP” good manufacturing practices, quality assurance +guideline that ensures that products are consistently +produced and controlled to the quality standards +appropriate to their intended use and as required by the +product specification +“Grade III hospitals” divided into three classes by National Health +Commission of the PRC (ሊ͛ੰ +ึ), among which, Grade III hospitals are at the +highest level, typically having more than 500 beds, +providing high-level specialist medical and healthcare +services to several regions and performing advanced +teaching and research tasks. Grade III hospitals are +divided into Special, A, B, and C grades +“IP” intellectual property +“ischemia-reperfusion injury” the paradoxical exacerbation of cellular dysfunction and +death, following restoration of blood flow to previously +ischemic tissues +“lesions” an area of abnormal or damaged tissue caused by injury, +infection, or disease +“lung nodules” a small mass of dense tissue on the lung +“microwave ablation” a minimally invasive treatment that uses microwave +energy to heat and destroy tumor cells +“minimally invasive surgery” or +“MIS” +surgical procedure performed through tiny incisions +instead of a large opening +“MRI” magnetic resonance imaging, a procedure that uses +magnetism, radio waves, and a computer to create images +of areas inside the body +GLOSSARY OF TECHNICAL TERMS +–2 8– + + +--- page 40 --- +“normothermic machine +perfusion” +to preserve organs ex vivo by simulating physiological +conditions such as body temperature +“PACS” picture archiving and communication system +“PCT(s)” Patent Cooperation Treaty, an international patent law +treaty provides a unified procedure for filing patent +applications to protect inventions in each of its +contracting states +“percutaneous” passing through the skin, as an injection or a topical +medicine +“percutaneous puncture” a technique to access internal organs or tissue via a +needle puncture through the skin +“pneumothorax” a symptom when air leaks into the space between the lung +and chest wall +“PPS” per protocol population, the subset of the FAS population +which excludes subjects who fail to comply with the +treatment protocol +“radiofrequency” the oscillation rate of an alternating electric current or +voltage or of a magnetic, electric or electromagnetic field +or mechanical system in the frequency range from around +20 kHz to around 300 GHz +“registrational clinical trial” a controlled clinical trial of a medical device candidate +designed to demonstrate statistically significant clinical +efficacy and safety of such device as used in human +patients for regulatory approval of such device +“robotic arm” a type of mechanical arm with similar functions to a +human arm +“serious AE” or “SAE” serious adverse events, AEs that result in death, or is +life-threatening, or require in-patient hospitalization or +cause prolongation of existing hospitalization, or result in +persistent or significant disability or incapacity +“SMO” site management organization, an organization that +provides clinical trial related services to medical device +companies having adequate infrastructure and staff to +meet applicable requirements +“spirometer” an instrument for measuring the air entering and leaving +the lungs +“thoracic” of, or relating to, thorax, the part of the vertebrate body +between the neck and the abdomen +GLOSSARY OF TECHNICAL TERMS +–2 9– + + +--- page 41 --- +We have included in this prospectus forward-looking statements. Statements that +are not historical facts, including statements about our intentions, beliefs, expectations +or predictions for the future, are forward-looking statements. +This prospectus contains certain forward-looking statements and information relating to +our Company 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” and the +negative of these words and other similar expressions, as they relate to our Group 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 other risk factors as described in this +prospectus. You are strongly cautioned that reliance on any forward-looking statements +involves known and unknown risks and uncertainties. The risks and uncertainties facing our +company which could affect the accuracy of forward-looking statements include, but are not +limited to, the following: + the timing of initiation and completion, and the progress of our research and +development programs and clinical trials; + the timing and likelihood of regulatory filings and approvals, and pricing of our +product candidates; + the commercialization of our product candidates; + the market opportunities and competitive landscape of our product candidates; + estimates of our costs, expenses, future revenues, capital expenditures and our needs +for additional financing; + our ability to attract and retain senior management and key employees; + our operations and business prospects; + future developments, trends, conditions and competitive landscape in the industry +and markets in which we operate; + our strategies, plans, objectives and goals and our ability to successfully implement +these strategies, plans, objectives and goals; + our ability to continue to maintain our market position in the relevant surgical robot +markets; + our financial condition and operating results and performance; + industry trends and competition; + our ability to attract customers and build our brand image; + general political and economic conditions; + changes to regulatory and operating conditions in the industry and markets in which +we operate; + our dividend policy; and + the amount of, and potential for, future development of our business. +FORW ARD-LOOKING STATEMENTS +–3 0– + + +--- page 42 --- +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. +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 +–3 1– + + +--- page 43 --- +An investment in our H Shares involves various risks. Y ou should carefully +consider all the information in this prospectus and in particular the risks and +uncertainties described below before making an investment in our H Shares. In +particular, we are a surgical robot company seeking to list on the Main Board of the +Stock Exchange under Chapter 18A of the Listing Rules. Our operations and the +surgical robot industry involve certain risks and uncertainties, some of which are +beyond our control and may cause you to lose all your investment in our H Shares. The +occurrence of any of the following events could materially and adversely affect our +business, financial condition and results of operations. If any of these events occurs, +the trading price of our H Shares could decline, and you may lose all or part of your +investment. Additional risks and uncertainties not presently known to us, or not +expressed or implied below, or that we deem immaterial, could also harm our business, +financial condition and results of 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 the +section headed “Forward-looking Statements” in this prospectus. Y ou should seek +professional advice from your relevant advisors regarding your prospective investment +in the context of your particular circumstances. +RISKS RELATING TO THE DEVELOPMENT OF OUR PRODUCT CANDIDATES +The current market for percutaneous puncture surgical robots is limited, and if the +market does not expand as expected, our growth prospects and results of operations could +be materially and adversely affected. +Manual percutaneous puncture remains the predominant approach for many minimally +invasive procedures in current clinical practice, and robot-assisted percutaneous puncture is +still at a nascent stage of adoption. As a result, the current addressable market for percutaneous +puncture surgical robots is small. Market expansion assumes a gradual shift in clinical practice, +hospital procurement behavior and physician acceptance, none of which is assured. If manual +percutaneous puncture continues to be widely adopted due to familiarity, cost considerations +or perceived adequacy for existing clinical needs, the market for robot-assisted percutaneous +puncture may expand more slowly than projected or may remain limited for a prolonged period, +which would constrain the addressable market for percutaneous puncture robots, including our +Core Product, and limit our growth. +Even if the market expands, our ability to capture market share and scale up is subject to +significant commercialization risks. Sales of surgical robotic systems typically involve long +and uncertain sales cycles, as hospital purchases are subject to capital expenditure planning, +tendering and procurement processes, internal clinical consensus and budget approvals. These +factors may delay or prevent purchasing decisions, result in uneven order flow and revenue +recognition, and increase our commercialization costs. In addition, physician adoption may be +gradual, as robotic-assisted procedures require training, workflow adjustments and changes to +established clinical practice patterns. Installed systems may therefore experience slower-than- +expected utilization ramp-up, which could reduce downstream procedure volumes. +The degree of market acceptance of our products, if approved for commercial sale, will +also depend on a number of factors, including: + the clinical applications for which our product candidates are approved; + physicians, hospitals and patients considering our products (upon +commercialization) as a safe and effective device; + the potential and perceived advantages and disadvantages of our products (upon +commercialization) and relevant applications compared to alternative products; + the prevalence and severity of any negative or inconclusive results or complications; +RISK FACTORS +–3 2– + + +--- page 44 --- + limitations or warnings contained in the labeling approved by regulatory authorities; + the timing of market introduction of our product candidates (upon +commercialization) as well as competitive products; + the cost of treatment in relation to alternative treatments; + the willingness of patients to pay out-of-pocket in the absence of coverage and +reimbursement by third-party payers and government authorities; and/or + the effectiveness of our sales and marketing efforts. +If any products that we commercialize fail to achieve market acceptance among +physicians, patients, hospitals or others in the medical community or if we fail to maintain +good relationships with them, we will not be able to generate significant revenue. Even if our +products achieve market acceptance, we may not be able to maintain that market acceptance +over time if new products or technologies introduced are more favorably received than ours, +or are more cost-effective or render our products obsolete. +Furthermore, pricing and reimbursement uncertainty may continue to impede adoption, +and the timing, consistency and effectiveness of reimbursement coverage across regions remain +uncertain. If reimbursement policies are limited, delayed, implemented unevenly, or do not +sufficiently support hospital economics or patient affordability, hospitals may be reluctant to +procure robotic systems or may limit their use after installation, which would negatively affect +our growth. +Our growth prospects are also affected by intense competition in a concentrated market. +The percutaneous puncture surgical robot market is characterized by a small number of +participants with significant market share. According to CIC, the aggregate market share of the +top five market participants (including us) in the percutaneous puncture surgical robot market +in terms of revenue was 82.5% in 2025. Our competitors may have greater financial, technical, +clinical and commercialization resources. They may apply for marketing approvals in China or +other countries for medical device products with the same intended use as our approved +product and product candidates. The ability of the relevant authorities, such as the NMPA, to +concurrently review multiple marketing applications for the same type of innovative medical +device may be limited, and the registration process of our pipeline product may be prolonged. +Our competitors may obtain regulatory approvals earlier, establish stronger clinical reference +networks, offer more competitive pricing or financing terms, bundle robotic systems with +complementary platforms, or invest more heavily in clinical education and market access. If we +are unable to sufficiently differentiate our Core Product, demonstrate compelling clinical and +economic value, or execute our commercialization strategy effectively, we may be unable to +achieve or sustain meaningful market share even if the overall market grows. +If the market for percutaneous puncture surgical robots remains limited, expands more +slowly than expected, or if we are unable to overcome commercialization, reimbursement, +adoption or competitive challenges, our revenue growth, profitability and long-term business +prospects could be materially and adversely affected. +If we do not advance technologies and introduce improved products in a timely manner, +our products may become non-competitive or obsolete and our revenue and operating +results may suffer. +Iteration of technologies is crucial to our products. Disruptive technologies and medical +research breakthroughs may render our products non-competitive or even obsolete. Without +timely introduction of new technologies, our products could become susceptible to +competition, or even obsolete, and our revenue and operating results would suffer. Even if we +introduce new technologies in a timely manner, our technology capabilities may not be superior +to our competitors indefinitely given the pace of change in the technology segment, which may +in turn adversely impact our competitive advantage and our ability to commercialize our +products if we fail to differentiate them from our competitors’ products with market relevance. +As a result, we may have to make significant investments in advanced technologies to face such +RISK FACTORS +–3 3– + + +--- page 45 --- +competition. However, iterations and innovations of technologies often require us to invest in +substantial time and energy. If such iterations or innovations fail, our time and energy will be +in vain, which may have a material adverse impact on our business operations and financial +condition. +Clinical development is a lengthy, expensive and uncertain process, and unsuccessful +clinical trials or procedures relating to products and indications under development could +have a material adverse effect on our prospects, including incurring additional costs, +experiencing delays in completing, or ultimately being unable to complete the +development and commercialization of our product if clinical trials fail to demonstrate +safety and efficacy to the satisfaction of regulatory authorities. +According to a catalog issued by the NMPA, medical devices are classified into three +different categories, Class I, Class II and Class III, depending on the degree of risk associated +with a particular medical device and the extent of control needed to ensure the safety and +efficacy of such medical device. As of the Latest Practicable Date, we had obtained eight +NMPA Class III medical device registration certificates (including two under the innovative +device program, comprising one domestic first and one global first, and excluding disposables) +and two NMPA Class II registration certificates (excluding disposables). To obtain the requisite +medical device registration certificates, we need to conduct, at our own expense, adequate and +well-controlled clinical trials in accordance with applicable laws and regulations to +demonstrate the safety and efficacy of our products. +Some of our current and future products may be classified or reclassified as Class III +medical devices under relevant PRC laws and regulations. See “Regulatory Overview—Laws +and Regulations Relating to Medical Devices—Regulations Relating to and Classification of +Medical Devices” for more details. If this occurs, there may be more extensive regulatory +requirements for the approval, manufacture, distribution and supervision of such products. +These requirements may include additional clinical trials conducted under more stringent +protocols than those required for Class II certifications, the need to obtain licenses to +manufacture and distribute Class III medical devices and the establishment of an information +management system to ensure traceability of all Class III medical devices that we manufacture +and sell. Complying with the additional regulatory requirements for a Class III medical device +may increase our research and development, regulatory, manufacturing and distribution costs, +delay our research and development and commercialization timelines and have a material +adverse effect on our business, results of operations and financial condition. +Successful preclinical studies and early clinical trials do not necessarily mean that later +clinical trials will also result in data that replicate the results of prior trials and preclinical +studies and ultimately lead to regulatory approval. Our TH-S1 was under development for other +indications in addition to the commercialized indications; we also had additional product +candidates under different stages of preclinical development or registration process as of the +Latest Practicable Date. See “Business—Our Product Portfolio” for a detailed description of +the development stages of our products and product candidates. We may experience numerous +unexpected events during, or as a result of, clinical trials that could delay or prevent our ability +to obtain the necessary regulatory approval or commercialize our product candidates, including +but not limited to: + regulators or institutional review boards (“IRBs,” also known as independent ethics +committees) may not authorize us or our investigators to commence or conduct a +clinical trial at a prospective trial site; + unanticipated protracted negotiations or an inability to agree on reasonable +contractual terms with prospective CROs and hospitals for the provision of trial +centers, which may lead to delayed commencement (if at all) of clinical studies for +regulatory approvals; + failure of our product to demonstrate superior results than competing or alternative +products, if applicable; + clinical trials of our product candidates may fail to demonstrate the primary or +secondary endpoints as anticipated, and we may decide, or regulators may require +us, to conduct additional clinical trials or abandon product development programs; +RISK FACTORS +–3 4– + + +--- page 46 --- + the number of subjects required for clinical trials of our product candidates may be +larger than we anticipate, enrollment may be insufficient or slower than we +anticipate or subjects may drop out at a higher rate than we anticipate; + our third-party contractors in connection with our clinical studies may fail to comply +with regulatory requirements or meet their contractual obligations to us in a timely +manner, or at all; + we might have to suspend or terminate clinical trials of our product candidates for +various reasons, including a finding of a lack of clinical response or other +unexpected characteristics; and + the initial or interim results of the clinical trial may not be predictive of the final +results; interim, “topline” and preliminary data from clinical trials of our product +candidates under different indications may change as more patient data becomes +available and are subject to confirmation, audit, and verification procedures that +could result in material changes in the final data. +There can be no assurance that the ongoing or planned clinical trials will be completed +in a timely or cost-effective manner or result in a commercially viable product. If we +experience delays in the completion of, or the termination of, a clinical trial of any of our +product candidates, the commercial prospects of that product candidate may be impacted, and +our ability to generate revenue from any of those product candidates may be delayed. In +addition, any delays in completing our clinical trials may increase our costs, slow down our +product candidate development process and approval process, and jeopardize our ability to +commercialize that product candidate. This may have a material adverse effect on our business +and financial condition. Clinical trials of our product candidates may produce negative or +inconclusive results. Our future clinical trial results may not be favorable. Even if our future +clinical trial results show favorable efficacy, not all users may benefit. We cannot assure you +that our product candidates are able to suit the conditions of each clinical trial participant. +Our business and financial prospects depend substantially on the success of our product +portfolio. If we are unable to successfully complete clinical trials, obtain regulatory +approval and commercialize our products, or experience significant delays in doing so, +our prospects may be materially and adversely affected. +As of the Latest Practicable Date, we had commercialized our Core Product and key +products for their indication in percutaneous punctures and percutaneous microwave ablation, +respectively. We are extending our Core Product and key products to other indications in +addition to the commercialized indications. In addition, we are pursuing CE marking for our +Core Product to enable global market access. See “Business—Our Product Portfolio” for +details. Our business substantially depends on the successful development, obtaining and +maintaining the necessary regulatory approvals and subsequent commercialization of our +current and future product candidates. We have invested a significant portion of our efforts and +financial resources in the R&D of our product candidates. In 2024 and 2025, our research and +development expenses amounted to RMB50.8 million and RMB56.9 million, respectively. We +expect to continue to incur substantial and increasing expenditures through the continued and +expanded scope of commercialization of our product candidates. +We may experience numerous unexpected events during, or as a result of, clinical trials +that could delay or prevent our ability to receive regulatory approvals for indication expansion, +upgrades and iterations of our existing products and our product candidates and their +subsequent commercialization, including but not limited to: + regulators, or ethics committees may not authorize us or our principal investigators +to commence a clinical trial or conduct a clinical trial at a prospective trial site; + clinical trials of our products for indication expansion, upgrades and iterations and +product candidates may produce negative or inconclusive results, or other +unexpected characteristics, and we may decide, or regulators may require us, to +conduct additional clinical trials, suspend or terminate the product development +programs; +RISK FACTORS +–3 5– + + +--- page 47 --- + the initial or interim results of clinical trials may not be predictive of the final +clinical trial results and may be subject to adjustments; + the number of patients required for clinical trials of our product candidates may be +larger than anticipated; + patient enrollment may be insufficient or slower than anticipated or patients may +drop out at a higher rate than anticipated; + our inability to reach agreements on acceptable terms with prospective CROs, SMOs +and hospitals as trial centers, the terms of which can be subject to extensive +negotiation and may vary significantly among different CROs, SMOs and hospitals; + our third-party contractors may fail to comply with regulatory requirements or meet +their contractual obligations to us in a timely manner, or at all; + we might have to suspend, delay or terminate clinical trials of our products or our +product candidates for various reasons, including a finding of poor surgical +outcomes or other unexpected characteristics, a finding that participants are being +exposed to unacceptable health risks or reasons outside of our control, such as +occurrences of epidemics; + regulators or ethics committees may require that we or our principal investigators +suspend or terminate clinical research or not rely on the results of clinical research +for various reasons, including non-compliance with regulatory requirements; + the cost of clinical trials of our products or product candidates may be greater than +anticipated; and + the supply or quality of our products or product candidates for use in a clinical trial +or other materials necessary to conduct clinical trials of our product candidates may +be insufficient or inadequate. +If we are unable to conduct additional clinical trials or other testing of our products for +indication expansion, upgrades and iterations or product candidates beyond those that we +currently contemplate, or if the results of these trials or tests are not positive or are only +modestly positive or if they raise safety concerns, we may: + experience delay in obtaining regulatory approval for our products for indication +expansion, upgrades and iterations or product candidates or not be able to obtain +regulatory approval at all; + obtain approval for modified or narrowed indications or approved indications, +upgrades and iterations with additional prerequisites; + be subject to additional post-marketing study requirements; + be subject to restrictions on how the product is distributed or used; + be unable to obtain medical insurance reimbursement for use of the product; or + be inferior to products of competitors when being selected by physicians and +hospitals. +Whether we can generate profit from our operating activities largely depends on the +successful commercialization of our approved products (whether by themselves or for +indication expansion, upgrades and iterations) and product candidates. This will depend on +several factors, including but not limited to: + receipt of regulatory approvals from the NMPA and other comparable regulatory +authorities for our products or product candidates; + establishing sufficient commercial-scale manufacturing capabilities; +RISK FACTORS +–3 6– + + +--- page 48 --- + obtaining and maintaining patent, trade secret and other intellectual property +protection and regulatory exclusivity; + ensuring that we do not infringe, misappropriate or otherwise violate the patent, +trade secret or other intellectual property rights of third parties; + successful launch of our products for indication expansion, upgrades and iterations +or product candidates, if and when approved; + gaining market acceptance and penetration and meeting market demand; + successfully maintaining an effective distribution channel for our product and +product candidates; + progress of surgical training in the use of our product and product candidates; + competition with other surgical robots; + continuously developing, introducing and marketing new or enhanced versions of +our product and product candidates on a timely basis; and + maintaining an acceptable safety profile for our product and product candidates +following regulatory approval, if and when received. +If we encounter difficulties in enrolling suitable patients in our clinical trials, our clinical +trial could be delayed or otherwise adversely affected. +We may not be able to initiate or continue clinical trials for our products for indication +expansion, upgrades and iterations and product candidates if we are unable to locate and enroll +a sufficient number of eligible patients to participate in these trials, or if there are delays in the +enrollment of eligible patients as a result of the competitive clinical enrollment environment. +The inability to enroll a sufficient number of patients who meet the applicable criteria set out +in the protocol could result in significant delays in our clinical trials. Subject enrollment for +our clinical trials may be affected by a variety of factors, including: + the size and nature of the patient population; + the patient eligibility criteria defined in the protocol; + the size of the study population required for analysis of the trial’s primary endpoints; + the proximity of patients to trial sites; + the design of the trial; + our ability to engage CROs/SMOs with the appropriate competence and experience; + the patients’ perceptions as to the potential advantages and risks of the product +candidates being studied in relation to other available products, product candidates +or non-surgical therapies; + our ability to obtain and maintain patient consents; and + the risk that patients enrolled in clinical trials may drop out or fail to return for post- +treatment follow-up at a higher rate than anticipated. +Our clinical trials will likely compete with other clinical trials for product candidates that +are in the same therapeutic areas as our product candidates. This competition will reduce the +number and types of patients available to us as some patients who might have opted to enroll +in a trial being conducted by one of our competitors instead of ours. Even if we are able to +enroll a sufficient number of patients in our clinical trials, patient enrollment may also be +delayed as a result of epidemics or similar events. Such delays in patient enrollment may result +in increased costs or may affect the timing or outcome of the planned clinical trials, which +could delay or prevent the completion of these trials and adversely affect our ability to advance +the further development and timely commercialization of our products for indication +expansion, upgrades and iterations and product candidates. +RISK FACTORS +–3 7– + + +--- page 49 --- +Our algorithms and methodologies are complex and may contain errors or may not +operate properly, which could adversely affect our business, financial condition and +results of operations. +Our algorithms and methodologies are crucial to both our Core Product and key products. +We feed certain clinical data into our algorithms, which typically include clinical assessment +information and CT scan results. We cannot guarantee that the above working mechanism of +our algorithms can function properly as designed. If our algorithms cannot access abundant and +accurate information input to enable it to process and plan properly, or if our algorithms cannot +achieve the intended processing and planning, the efficiency and efficacy of our algorithms +may be lower due to suboptimal task recommendation, which could materially adversely affect +our business operations and results of operations. +We allocate our limited resources to pursue particular product candidates and may fail to +capitalize on products or identify opportunities that may later prove to be more profitable +or for which there is a greater likelihood of success. +We have limited financial and managerial resources and we currently only focus on +certain key products in selective indications. However, our selection of focus on percutaneous +puncture surgical robots may not yield any commercially viable products or may cause us to +miss other opportunities in the market. If we are unable to accurately evaluate the commercial +potential or target market for our key products, or fail to focus on products or identify +appropriate opportunities that may later prove to be more profitable or for which there is a +greater likelihood of success, our business operations may suffer, which may have a material +adverse effect on our financial condition. +RISKS RELATING TO RELIANCE ON THIRD PARTIES +We engage third parties to conduct certain aspects of our clinical trials. If we lose our +relationship with these third parties, or if these third parties do not successfully carry out +their contractual duties or meet expected deadlines, we may not be able to obtain +regulatory approval for or successfully commercialize our products and our business +could be substantially harmed. +We have engaged third parties, including CROs or SMOs, to assist us in conducting +clinical trials. In 2024 and 2025, purchases of services from CROs was RMB1.7 million and +RMB4.7 million, respectively. See “Business—Collaborations with CROs/SMOs” for details. +If such third parties with which we contract for clinical trials do not perform in an acceptable +manner, or if we suffer setbacks in these clinical trials, we may be unable to develop and +successfully commercialize our products as anticipated. Therefore, we have less control over +the quality, timing and cost of these studies and the ability to recruit trial subjects than if we +conducted these trials wholly by ourselves. If we are unable to maintain or enter into +agreements with these third parties on favorable terms to us, or if any such engagement with +us is terminated, we may be unable to enroll patients on a timely basis or otherwise conduct +our trials in the manner we anticipate, and the development of the product candidates covered +by those agreements could be substantially delayed. +In addition, there is no guarantee that these third parties may devote adequate time and +resources to our studies or perform as required under their contractual obligations, meet the +expected deadlines or maintain clinical trial information regarding our product candidates or +in accordance with regulatory requirements, including clinical, laboratory and manufacturing +guidelines. Our reliance on these third parties may result in delays in completing, or in failing +to complete, these studies if they fail to perform in accordance with the contractual +arrangements. If these third parties fail to meet expected deadlines, fail to timely transfer to us +any regulatory information, fail to adhere to protocols or fail to act in accordance with +regulatory requirements or our agreements with them, or if they otherwise perform in a +substandard manner or in a way that compromises the quality and/or accuracy of their activities +and/or the data they obtain, then clinical trials of our product candidates may be extended, +delayed or terminated, or our data generated by those studies may be rejected or not accepted +by the applicable regulatory authorities, such as the NMPA, which would increase the cost of +and the development time for the relevant product candidates. If any of the preclinical studies +or clinical trials of our product candidates is affected by any of the above-mentioned reasons, +we will be unable to meet our anticipated development or commercialization timelines, which +would have a material adverse effect on our business and prospects. +RISK FACTORS +–3 8– + + +--- page 50 --- +We rely on providers of marketing and promotional services to promote and market our +products and product candidates. If any of them fail to perform their contractual +obligations to us in a timely manner, or encounter any operational difficulties, we may be +unable to commercialize our products and product candidates as anticipated. +We rely on both our in-house marketing team and third-party providers of marketing and +promotional services to market and promote our products. We incurred selling and distribution +expenses of RMB40.1 million and RMB38.0 million in 2024 and 2025, respectively. See +“Business—Sales and Marketing” for more details on this arrangement. The success of our +marketing activities in part depends on our ability to maintain and enhance our relationships +with qualified service providers and our ability to attract, motivate and retain qualified and +professional employees in our marketing and sales teams. However, we have limited control +over these service providers. If any of these service providers fail to adequately perform their +obligations to market and promote our products and product candidates, either due to breaches +of their duties or due to their insolvency or other operational difficulties, we may not be able +to timely find replacement service providers, and the promotion and commercialization efforts +of our products and product candidates may be hindered, and our business operations, results +of operations, and financial condition could be materially adversely affected. +A limited number of customers accounted for a substantial portion of our revenue during +the Track Record Period, and any decreases in our future sales to them could adversely +affect our financial condition and results of operations. +In 2024 and 2025, the aggregate sales to our five largest customers of each year amounted +to RMB1.8 million and RMB11.7 million, respectively, representing 100.0% and 96.4% of our +revenue during the same years, respectively. In 2024 and 2025, the aggregate sales to our +largest customer of each year amounted to RMB1.6 million and RMB4.8 million, respectively, +representing 88.9% and 39.2% of our revenue during the same years, respectively. It is likely +that we will continue to be dependent upon a limited number of customers for a significant +portion of our revenue for the foreseeable future. The loss of one or more major customers or +a reduction in purchase from any major customer may reduce our revenue. +We may not timely realize the benefits of collaborations. +We may from time to time establish collaborations with third parties that we believe will +complement or augment our development and commercialization efforts. We face competition +in seeking appropriate strategic partners and the negotiation process for the collaboration can +be time-consuming and complex. If and when we collaborate with a third party for +development and commercialization of a product, we can expect to relinquish some or all of +the control over the future success of that product to the third party. Any of these relationships +may require us to incur non-recurring and other charges, increase our near and long-term +expenditures, issue securities that dilute our existing Shareholders, or disrupt our management +and business. +Further, we may not be able to control actions of collaborators. Our interests may not +always align, and we may have disputes from time to time. As a result, if we enter into +collaboration agreements and strategic partnerships, we may not be able to timely realize the +benefit of such transaction, which could delay our timelines or otherwise adversely affect our +business. +RISKS RELATING TO COMMERCIALIZATION OF OUR PRODUCTS +We have only recently begun commercializing our products and our sales are currently +primarily derived from our Core Product, which may make it difficult to evaluate our +future prospects. +We began to commercialize our Core Product in China in 2022. As a result, a substantial +amount of our revenue during the Track Record Period was derived from the sales of our Core +Product. During the Track Record Period, we sold one unit and three units of our Core Product +in 2024 and 2025, respectively, to our customers. Our sales volume was relatively small during +the Track Record Period, as we were at the initial stage of market promotion, during which it +is difficult to achieve scaled sales. Our revenue generated from the sales of our Core Product +accounted for 88.9% and 33.4% of our total revenue for 2024 and 2025, respectively. We +RISK FACTORS +–3 9– + + +--- page 51 --- +expect sales of our Core Product will continue to account for a significant portion of our total +sales in the foreseeable future. However, we cannot assure you that the demand for our Core +Product will continue to grow as anticipated or our revenue generated from our Core Product +will be substantial in the future. Accordingly, our operating history and historical results of +operations may not be a reliable indicator of our future performance or serve as an adequate +basis for evaluating our business prospects and financial performance. +Our other product candidates may not be successfully commercialized or we may not be +able to develop new products that would diversify our product portfolio and reduce our +dependence on sales of our Core Product, or to do so in a timely or competitive manner. In such +scenarios, our cash flow, results of operations and business may be materially and adversely +impacted. Any failures to increase our revenue and/or to diversify our product and service +offerings, may have a material and adverse effect on our cash flow, results of operations and +business. +There is also no assurance that we will be able to maintain and further improve our sales +and profit margin for our Core Product, which may be adversely affected by many factors out +of our control, including business disruption due to epidemics (for example, the recent +COVID-19 pandemic), introduction of substitute products marketed by our competitors, +disruptions in manufacturing or sales, issues with respect to product quality or severe adverse +events incurred after the procedure, downward pricing pressure caused by changes in market +competition, coverage of medical insurance, expiration of patent protection, and disputes over +intellectual property or other matters with third parties. If we are unable to maintain and further +improve the sales volumes and optimize pricing level or profit margin of our Core Product, our +business, financial condition and results of operations may be materially and adversely +affected. Moreover, there is no guarantee that we may be able to successfully develop or +commercialize new products that would diversify our product portfolio and reduce our +dependence on our Core Product, or to do so in a timely or competitive manner. Furthermore, +even if we are able to bring more products to market, we may not be able to expand our +business and capture market share, maintain our competitive position, or sustain growth and +profitability. As a result, any predictions about our future success or viability may not be as +accurate as they could be even if we had a history of successfully commercializing our +products. +If physicians and hospitals are not receptive to our products, our results of operations +may be negatively affected. +Physicians and hospitals play important roles in recommending and deciding what +products are to be used. They not only provide professional advice but also offer help +throughout the entire therapeutic procedures from candidate screening, operation assistance to +post-operation follow-up visit. Our strategic marketing model provides that our in-house +marketing force actively works with physicians and hospitals. If our products and product +candidates (upon commercialization) are not widely accepted by physician and hospital +communities, our sales of our currently commercialized products may decline, and we may not +be able to effectively market our other product candidates. +In addition, many of our products or product candidates represent innovative medical +devices in China or even globally. Physicians are expected to undergo requisite training to +become proficient in the use of some of our products and product candidates, which may take +a longer time than we expected. Encouraging physicians to dedicate their time and energy +necessary for adequate training remains challenging, and we may not be successful in these +efforts. If physicians are not properly trained, they may misuse or ineffectively use our +products and product candidates, which may also result in unsatisfactory patient treatment +outcomes, patient injury, negative publicity or lawsuits against us, any of which could have a +significant adverse effect on our reputation, business, financial condition, results of operations +and prospects. Following completion of training, we also rely on trained physicians to advocate +the benefits of our products in the marketplace. If we are not able to enhance our product +awareness and receive recognition from these physicians, other physicians and hospitals may +not be inclined to use our products, and our results of operations may be adversely affected. +RISK FACTORS +–4 0– + + +--- page 52 --- +If our distributors fail to expand or maintain their sales network, or if we fail to educate +or manage our distributors effectively, our sales may decline. +In the medical device industry, it is the industry norm to rely on distributors for sale of +medical devices to hospitals, according to CIC. During the Track Record Period and up to the +Latest Practicable Date, we primarily sold our commercialized products to third-party +distributors, which then resell these products to hospitals and/or sub-distributors. We intend to +continue engaging distributors to sell our products in the foreseeable future. However, we may +not be able to identify or engage a sufficient number of distributors with an extensive sales +network. Furthermore, all products we now commercialize primarily are our percutaneous +puncture surgical robots. However, we aim to commercialize more products, including our +ablation surgical robots in the future, and we cannot assure you that the existing distributors +that we now engage have adequate sales network for our future products. We may either +educate our existing distributors for our new products, or engage new distributors with +different sales networks, which attempts may fail or take a lot of time. For further information, +see “Business—Sales and Marketing—Sales Channel” in this prospectus. If our distributors fail +to expand their sales network, or otherwise encounter any difficulties in selling our products, +our business, financial condition and results of operations may be materially and adversely +affected. +In addition, we have limited control of our distributors, who are independent from us. We +cannot assure that our distributors will not violate our distribution agreements with them. Such +violations may include, among other things, (i) failing to meet target sales amounts; (ii) selling +our products outside their designated distribution territories or to hospitals without further +authorization; (iii) selling our products at prices below our designated lowest price; (iv) failing +to comply with applicable laws or regulatory requirements when marketing, promoting or +selling our products; (v) failing to provide proper training and other services to our end +customers; or (vi) selling products that compete with ours. Failure to adequately manage our +network of distributors, or non-compliance by distributors with our distribution agreements, +violations of applicable laws and other illegal or inadequate practices by distributors could +harm our corporate reputation and disrupt our sales, and our financial condition and results of +operations could be materially and adversely affected. +Actions taken by our distributors in violation of the distribution agreements could +adversely affect our business, financial condition and results of operations. +We rely on the distribution agreements and the policies and measures we have in place +to manage our distributors, including their compliance with laws, rules, regulations and our +policies in China or other jurisdictions where we operate. See “Business—Sales and +Marketing.” We cannot guarantee that we will be able to effectively manage our distributors, +or that our distributors would not breach our agreements and policies. If our distributors take +one or more of the following actions, our business, financial condition and results of operations +may be adversely affected: + breaching the distribution agreements or our policies and measures, including by +selling competing products, by selling products outside their designated territories +or by selling our products that they are not authorized to sell; + failing to adequately promote our products; + failing to maintain the requisite licenses, permits or approvals, or failure to comply +with applicable regulatory requirements under the law and regulations in China and +other jurisdictions where we operate; or + violating anti-corruption, anti-bribery, competition or other laws and regulations of +China or other jurisdictions where we operate. +Any violation or alleged violation by our distributors of the distribution agreements, our +policies or any applicable laws and regulations could result in the decrease in the market value +of our brand and an unfavorable public perception about the quality of our products. +RISK FACTORS +–4 1– + + +--- page 53 --- +If we are unable to build or maintain sufficient sales and marketing capability, we may +not be able to successfully create, increase market awareness of, or sell our product or +product candidates once approved, which will materially affect our ability to generate +product sales revenue. +As we are still at the early stage of commercializing our surgical robots, we have limited +experience in building and maintaining sufficient sales and marketing capabilities to support +the commercialization of our products. Our ability to successfully commercialize our product +candidates may involve more inherent risks, take longer, and cost more than it would if we +were a company with more experience in launching and marketing products. +We are gradually establishing and expanding our sales and marketing team. We expect +that our marketing and promotion activities will primarily include hosting training sessions for +physicians, participating in medical conferences and assisting hospital seminars. We will have +to compete with other medical devices companies to recruit, hire, train and retain marketing +and sales personnel. There can be no assurance that we will be able to further develop and +successfully maintain in-house sales and commercial distribution capabilities to successfully +commercialize any of our product candidates, if and when approved, and as a result, we may +not be able to generate product sales revenue. If we are unable to further develop internal sales +and marketing capabilities, we will likely pursue collaborative arrangements regarding the +sales and marketing of our products. However, there can be no assurance that we will be able +to establish or maintain such collaborative arrangements, or if we are able to do so, that they +will have effective sales forces. Any revenue we receive will depend upon the efforts of such +third parties. We would have little or no control over the marketing and sales efforts of such +third parties, and our revenue from product sales may be lower than if we had commercialized +our products ourselves. We also face competition in our search for third parties to assist us with +the sales and marketing efforts for our products. As a result, if our products are +commercialized, our products’ market positions remain uncertain. +If our products cause, or are perceived to cause, severe adverse events, our reputation, +revenue and profitability could be materially and adversely affected. +Our products may cause undesirable or unintended severe adverse events as a result of a +number of factors, many of which are outside of our control. These factors include potential +complications not revealed in clinical trials, unusual but severe complications and adverse +events in isolated cases, defective products not detected by our quality control system or +misuse of our products. Our products may also be perceived to cause adverse events when a +conclusive determination as to the cause of the adverse events is not obtained or is +unobtainable. +In addition, our products may be perceived to cause severe adverse events if one or more +regulators, such as the NMPA, determine that other companies’ products containing the same +or similar key parts or using the same technologies as our products caused or are perceived to +have caused severe adverse events. If our products caused, or are perceived to have caused, +severe adverse events, we may face a number of consequences, including: + a severe decrease in the demand for, and sales of, the relevant products; + the recall or withdrawal of the relevant products; + revocation of regulatory approvals for the relevant products or the relevant +production facilities; + damage to the brand name of our products and the reputation of our Company; + failure to include our products into the relevant medical insurance coverage; and/or + exposure to lawsuits and regulatory investigation relating to the relevant products +that result in liabilities, fines or penalties. +As a result of these consequences, our sales, profitability and prospects could be +materially and adversely affected. +RISK FACTORS +–4 2– + + +--- page 54 --- +Guidelines, recommendations and studies published by various organizations could +disfavor our products. +Government agencies, professional societies, practice management groups, private health +and science foundations and organizations focused on various diseases may publish guidelines, +recommendations or studies that affect our or our competitors’ products and product +candidates. Any such guidelines, recommendations or studies that reflect negatively on our +products could result in current or potential decreased use, sales of, and revenue from one or +more of our products. For example, the government may issue guidelines with respect to the +quota for major medical equipment allowed to be sold. Such guidelines may affect the sales and +use of our products and further affect our financial condition. Furthermore, our success +depends in part on our and our business partners’ ability to educate healthcare providers and +patients about our products, and these education efforts could be rendered ineffective by, +among other things, third parties’ guidelines, recommendations or studies. +Commercialization of our products may be affected by the possibility of inclusion in the +medical insurance reimbursement list, which may significantly drive down prices of our +products. +Our ability to commercialize our products will depend in part on the possibility and the +extent to which medical insurance reimbursement for surgical robots will be available to +patients, which is out of our control. China has a complex medical insurance system that is +undergoing reform. As of the Latest Practicable Date, robot-assisted surgeries had not been +covered by the national medical insurance reimbursement. This may affect the patients’ choice +to use a surgical robot in surgery given the high price of surgical robots caused by its +consumable parts and components. +As of the Latest Practicable Date, we had not commenced any initiatives to include our +products in medical insurance reimbursement programs. Even if we seek to enroll our products +in reimbursement lists in the future, we cannot be sure whether reimbursement will be available +for any of our products and, if reimbursement is available, what the level of reimbursement will +be. Reimbursement may impact the demand for, or the price of, any product for which we +obtain regulatory approval. If reimbursement is not available or is available only to limited +levels, we may not be able to successfully commercialize any product that we successfully +develop. +In the absence of sufficient medical insurance coverage for the use of our products, +patients may choose alternative surgical or therapeutic methods, and hospitals may recommend +such alternative methods, which would reduce demand for our products and our sales which +could in turn materially and adversely affect our business, financial condition and results of +operations. +Our commercialization efforts to date have focused primarily on China. Our ability to +enter other foreign markets will depend, among other things, on our ability to navigate +various regulatory regimes with which we do not have experience, which could delay or +prevent the growth of our operations outside of China. +To date, our commercialization efforts have focused primarily on China. Expanding our +business to attract customers in other countries and regions is critical to our long-term business +growth and sustainability. Our ability to continue to expand our business and to attract talented +employees and customers in various international markets will require considerable +management attention and resources and is subject to the particular challenges of supporting +a rapidly growing business in an environment of multiple languages, cultures, customs, legal +systems, alternative dispute resolution systems, regulatory systems and commercial +infrastructures. Entering new international markets will be expensive, our ability to +successfully gain market acceptance in any particular market is uncertain and the distraction +of our senior management team could harm our business, financial condition and results of +operations. +Sales of our products outside of China are subject to foreign regulatory requirements that +vary widely from country to country. In addition, the regulations of some countries may require +that we obtain the marketing authorization of a specified regulatory body. Complying with +foreign regulatory requirements, including obtaining registrations or marketing authorizations, +RISK FACTORS +–4 3– + + +--- page 55 --- +can be expensive and time-consuming, and we may not receive regulatory authorizations, +clearances or approvals in each country in which we may plan to market our products or we +may be unable to do so on a timely basis. The time required to obtain registrations or marketing +authorizations, if required by other countries, may be longer than that required for NMPA +clearance, authorization, or approval, and requirements for such registrations and marketing +authorizations may significantly differ from NMPA requirements. If we modify our products, +we may need to apply for additional regulatory authorizations before we are permitted to sell +the modified product. In addition, we may not continue to meet the quality and safety standards +required to maintain the authorizations that we have received. If we are unable to maintain our +authorizations in a particular country, we may no longer be able to sell the applicable product +in that country. A failure or delay in obtaining registration or marketing authorization in one +country may have a negative effect on the regulatory process in others. +Doing business internationally also involves a number of additional risks, including data +security risks, intellectual property protection, financial risks, and other force majeure factors. +These risks and uncertainties may impact our ability to enter foreign markets, which could +delay or prevent the growth of our operations overseas, and have a material adverse effect on +our business, results of operations and financial condition. +RISKS RELATING TO OUR FINANCIAL POSITION AND NEED FOR ADDITIONAL +CAPITAL +We had net operating cash outflows during the Track Record Period. We may need to +obtain additional financing to fund our operations. If we are unable to obtain sufficient +financing, we may be unable to complete the development and commercialization of our +products. +Since our inception, our operations have consumed substantial amounts of cash. We had +net cash used in operating activities of RMB97.0 million and RMB91.9 million in 2024 and +2025, respectively. We cannot assure you that we will be able to generate cash flows from +operating activities in the future. Our liquidity and financial condition may be materially and +adversely affected by negative net cash flows. In addition, our existing cash and cash +equivalents may not be sufficient to enable us to complete all development or commercially +launch all of our current product candidates for the anticipated characteristics and to invest in +additional programs. Accordingly, we may require further funding through public or private +offerings, debt financing, collaboration and licensing arrangements or other sources. If we +resort to other financing activities to generate additional cash, we will incur financing costs and +we cannot guarantee that the financing activities may be available when we need them, on +terms that are favorable to us, or at all. Our ability to raise funds will also depend on financial, +economic and market conditions and other factors, many of which are beyond our control. If +adequate funds are not available to us in a timely manner, we may have to delay, limit, reduce +or terminate preclinical studies, clinical trials or other research and development activities or +the commercialization for one or more of our product candidates, which in turn will adversely +affect our business prospects. +We benefit from certain government grants and preferential tax treatments, the +discontinuation of or changes to which could adversely affect our financial condition and +profitability. +During the Track Record Period, we received government grants in relation to industry +development funds provided to support our research and development activities. Our +government grants amounted to RMB31.9 million and RMB42.6 million in 2024 and 2025, +respectively. We have also received preferential tax treatments and currently benefit from +certain preferential tax treatments that reduce our overall tax obligations. These benefits +include reduced tax rates, tax refunds, or other favorable tax policies provided by governmental +authorities in certain jurisdictions where we operate. However, these government grants and +preferential tax treatments are typically subject to review and renewal by the relevant +authorities and are dependent on our compliance with applicable rules and regulations. There +is no assurance that we will continue to qualify for such government grants and preferential tax +treatment or that these benefits will be renewed upon expiration. In addition, changes to +existing laws, regulations, or interpretations of tax policies could result in the reduction or +elimination of these benefits. Furthermore, some of the government grants or preferential tax +treatments are subject to the satisfaction of certain conditions, including compliance with +RISK FACTORS +–4 4– + + +--- page 56 --- +requirements of the applicable incentive programs. We cannot guarantee that we have satisfied +or will continue to satisfy all relevant conditions, and if we fail to satisfy any such conditions, +we may be deprived of the relevant incentives. Any such change, non-renewal, or failure to +qualify could significantly increase our tax obligations. +As we are investing heavily in our research and development efforts, our profitability and +operating cash flows in the short term may continue to be impacted and we may not +generate the results we expect to achieve. +Our technological capabilities and infrastructure are critical to our success. We have been +investing heavily in our research and development efforts. We incurred research and +development expenses of RMB50.8 million and RMB56.9 million in 2024 and 2025, +respectively. The industry in which we operate is evolving rapidly in terms of technological +innovation. We need to invest significant resources, including financial resources, in research +and development to lead technological advances in order to make our products innovative and +competitive in the market. As a result, we expect that our research and development expenses +will continue to increase. Furthermore, development activities are inherently uncertain, and we +might encounter practical difficulties in commercializing our development results. Our +significant expenditures on research and development may not generate corresponding +benefits. Given the fast pace at which technologies have been and will continue to be +developed, we may not be able to timely upgrade our technologies in an efficient and +cost-effective manner, or at all. New technologies in our industries could render our +technologies, our technological infrastructure or products that we are developing or expect to +develop in the future obsolete or unattractive, thereby limiting our ability to recover related +product development costs, which could result in a decline in our revenue, profitability and +market share. +We incurred net losses during the Track Record Period and may continue to incur losses +in the near term due to our R&D-intensive business model and early-stage +commercialization of our surgical robot products. +We incurred net losses during the Track Record Period. Our loss for the year amounted +to RMB92.2 million and RMB90.1 million in 2024 and 2025, respectively. Our loss for the year +was primarily attributable to significant research and development expenses, costs associated +with product development, clinical trials, regulatory approvals, market development efforts, as +well as selling and administrative expenses incurred in connection with the commercialization +of our surgical robot products. +As a surgical robot company, we operate in a technology- and capital-intensive industry. +We have incurred, and expect to continue to incur, substantial expenditures for research and +development to enhance existing products, develop new models and technologies, improve +product performance and reliability, and comply with evolving regulatory requirements. In +addition, given that we are still at an early stage of commercialization, our revenue growth may +not immediately offset our operating costs. +Our ability to achieve profitability depends on, among others, the successful market +adoption of our surgical robots, the expansion of our sales channels, pricing and reimbursement +dynamics, production scale-up, cost control, as well as our ability to compete effectively with +existing and potential competitors. There can be no assurance that our products will achieve +sufficient market acceptance or that our revenue growth will be adequate to cover our operating +expenses in the near term. +If we are unable to successfully execute our business strategy, control costs, or generate +sufficient revenue growth, we may continue to incur net losses, which could have a material +adverse effect on our financial condition, results of operations and prospects. +Our financial results may be adversely affected by fluctuations in the fair value of +financial assets measured at fair value through profit or loss, which may cause volatility +in our earnings. +During the Track Record Period, we hold certain financial assets that are measured at fair +value through profit or loss in accordance with applicable accounting standards, reflecting our +investments in wealth management products, which we utilized as part of our treasury +RISK FACTORS +–4 5– + + +--- page 57 --- +management to generate returns on surplus cash while maintaining liquidity for our operating +needs. In 2025, we recorded an increase in investment income from financial products to +RMB2.4 million, as compared to RMB0.7 million in 2024. Changes in the fair value of such +financial assets are recognized directly in our profit or loss for the relevant period. As a result, +our financial performance may be subject to volatility arising from fair value movements that +are not directly related to our core business operations. +The fair value of such financial assets may be affected by various factors beyond our +control, including changes in market conditions, interest rates, credit risk of counterparties, +valuation assumptions and methodologies, as well as overall macroeconomic conditions. Any +adverse movements in the fair value of these financial assets may result in fair value losses, +which could have a material adverse impact on our results of operations for the relevant +reporting periods. +We are subject to credit risk arising from trade receivables and contract assets. +As of December 31, 2024 and 2025, we recorded trade receivables of nil and RMB4.7 +million, respectively; and contract assets of nil and RMB0.4 million, respectively. In 2024 and +2025, our trade receivable and contract asset turnover days was nil and 77 days, respectively. +We may be exposed to credit risk with our counterparties and may not be able to collect all of +such receivables due to a variety of factors that are outside of our control. If the relationship +between us and any of our counterparties is terminated or deteriorated, or if our counterparties +experience financial or operational difficulties, the recoverability of our receivables may be +negatively affected, which may have a material and adverse effect on our business, financial +condition and results of operations. +RISKS RELATING TO OUR INTELLECTUAL PROPERTY RIGHTS +We could be unsuccessful in obtaining or maintaining adequate intellectual property +rights protection for our products, or if the scope of such intellectual property rights +obtained is not sufficiently broad, third parties may compete directly against us. +Our success depends in large part on our ability to protect our proprietary technology, +products and product candidates from competition by obtaining, maintaining and enforcing our +intellectual property rights, including patent rights and trade secrets. We seek to protect the +technology, products and product candidates that we consider commercially important by filing +patent applications in China and other jurisdictions, relying on trade secrets or medical +regulatory protection or employing a combination of these methods. This process is expensive +and time-consuming, and we may not be able to file and prosecute all necessary or desirable +patent applications at a reasonable cost or in a timely manner. We may also fail to identify +patentable aspects of our research and development output before it is too late to obtain patent +protection. As a result, we may not be able to prevent competitors from developing and +commercializing competitive products in all such fields and territories through intellectual +property protection. +Patents may be invalidated and patent applications may not be granted for a number of +reasons, including known or unknown prior deficiencies in the patent application or the lack +of novelty or inventiveness of the underlying invention or technology. We may also fail to +identify patentable aspects of our research and development output in time to obtain patent +protection. Parties who have access to confidential or patentable aspects of our research and +development output, such as our employees, consultants, advisors, hospitals, and other third +parties, may breach such agreements and disclose such output before a patent application is +filed, jeopardizing our ability to seek patent protection. In addition, publications of discoveries +in the scientific literature often lag behind the actual discoveries. Patent applications in China +and other jurisdictions are typically not published until 18 months after filing, or in some cases, +not at all. Under the Patent Law of the PRC () promulgated by the +Standing Committee of the National People’s Congress (the “ NPC”) of the PRC, as amended, +patent applications are generally maintained in confidence until their publication at the end of +18 months from the filing date. The publication of discoveries in the scientific or patent +literature frequently occurs substantially later than the date on which the underlying +RISK FACTORS +–4 6– + + +--- page 58 --- +discoveries were made and the date on which patent applications were filed. Therefore, we +cannot be certain that we were the first to make the inventions claimed in our patents or +pending patent applications or that we were the first to file for patent protection of such +inventions. +Furthermore, the PRC has adopted the “first-to-file” system under which whoever first +files a patent application will be awarded the patent if all other patentability requirements are +met. Under the first-to-file system, even after reasonable investigation we may be unable to +determine with certainty whether any of our products, processes, technologies, inventions, +improvement and other related matters have infringed upon the intellectual property rights of +others, because such third party may have filed a patent application without our knowledge +while we are still developing that product, and the term of patent protection starts from the date +the patent was filed, instead of the date it was issued. Therefore, the validity of issued patents, +patentability of pending patent applications and applicability of any of them to our product +development programs may be lower in priority than third-party patents issued on a later date +if the application for such patents was filed prior to ours and the technologies underlying such +patents are the same or substantially similar to ours. In addition, we may be involved in claims +and disputes of intellectual property infringement in other jurisdictions. In addition, under PRC +patent law, any organization or individual that applies for a patent in a foreign country for an +invention or utility model accomplished in China is required to report to the China National +Intellectual Property Administration (the “ CNIPA”) for confidentiality examination. +Otherwise, if an application is later filed in China, the patent right will not be granted. +The coverage claimed in a patent application can be significantly reduced before the +patent is issued, and its scope can be reinterpreted after issuance. Even if patent applications +we own currently, or we may own or license in the future, are to be issued as patents, they may +not be issued in a form that will provide us with any meaningful protection, prevent +competitors or other third parties from competing with us, or otherwise provide us with any +competitive advantage. In addition, the patent position of medical device companies generally +is highly uncertain, involves complex legal and factual questions, and has been the subject of +much litigation in recent years. As a result, the issuance, scope, validity, enforceability and +commercial value of our patent rights are highly uncertain. +The issuance of a patent is not conclusive as to its inventorship, scope, validity or +enforceability, and our patents may be challenged in the courts or patent offices in the PRC and +other jurisdictions. We may be subject to a third-party preissuance submission of prior art to +the CNIPA or other related intellectual property offices, or become involved in post-grant +proceedings such as opposition, derivation, revocation, invalidation and re-examination, or +inter partes review, or interference proceedings or similar proceedings in foreign jurisdictions +challenging our patent rights or the patent rights of others. An adverse determination in any +such submission, proceeding or litigation could reduce the scope of, or invalidate, our patent +rights, allow third parties to commercialize our technology, products or product candidates and +compete directly with us without payment to us, or result in our inability to develop or +commercialize products and product candidates without infringing, misappropriating or +otherwise violating third-party patent rights. Moreover, we may have to participate in +interference proceedings declared by the USPTO or other related intellectual property offices +to determine priority of invention or in post-grant challenge proceedings, such as invalidation +in the CNIPA or oppositions in a foreign patent office, that challenge the priority of our +invention or other features of patentability of our patents and patent applications. Such +challenges may result in loss of patent rights, loss of exclusivity, or in patent claims being +narrowed, invalidated, or held unenforceable, which could limit our ability to stop others from +using or commercializing similar or identical technology and products, or limit the duration of +the patent protection of our technology, products and product candidates. Such proceedings +also may result in substantial costs and require significant time from our scientific, technical +and management personnel, even if the eventual outcome is favorable to us. Consequently, we +do not know whether any of our technologies, products or product candidates will be +protectable or remain protected by valid and enforceable patents. Our competitors or other +third parties may be able to circumvent our patents by developing similar or alternative +technologies or products in a non-infringing manner. +RISK FACTORS +–4 7– + + +--- page 59 --- +Furthermore, the life of a patent and the protection it affords is limited. We may face +competition for any approved product candidates even if we successfully obtain patent +protection once the patent life has expired for the product. The issued patents and pending +patent applications, if issued, for our products and product candidates are expected to expire +on various dates as described in “Business—Intellectual Property Rights.” Upon the expiration +of our issued patents or patents that may be issued from our pending patent applications, we +will not be able to assert such patent rights against potential competitors and our business and +results of operations may be adversely affected. +Given the amount of time required for the development, testing and regulatory review of +new product candidates, patents protecting such product candidates might expire before or +shortly after such product candidates are commercialized. As a result, our patents and patent +applications may not provide us with sufficient rights to exclude others from commercializing +products similar or identical to ours. Moreover, some of our patents and patent applications are, +and may in the future be, co-owned with third parties. If we are unable to obtain an exclusive +license to any such third-party co-owners’ interest in such patents or patent applications, such +co-owners may be able to license their rights to other third parties, including our competitors, +and our competitors could market competing products and technology. In addition, we may +need the cooperation of any such co-owners of our patents to enforce such patents against third +parties, and such cooperation may not be provided to us. Any of the foregoing could have a +material adverse effect on our competitive position, business, financial condition and results of +operations. +Third parties may initiate legal proceedings alleging that we are infringing, +misappropriating or otherwise violating their intellectual property rights, the outcome of +which would be uncertain, and we may be subject to substantial costs and liability, or be +prevented from using technologies incorporated in our products, or delay the +commercialization of our products in certain jurisdictions, as a result of such litigation or +other proceedings relating to patent or other intellectual property rights. +Our commercial success depends in part on our avoidance of infringement, +misappropriation or other alleged violations of patents, trademarks or other intellectual +property rights of third parties. There may be third-party patents or patent applications of +which we are currently unaware. Our trademark applications may not be successful due to +pre-existing claims. As the healthcare industry expands, more patents or other intellectual +properties are issued, and risks of such infringement or misappropriation may arise. Third +parties including our business partners and competitors, or even actors outside the healthcare +industry, may assert that we are in violation of their patent, trademark or other proprietary +rights. We may also be subject to allegations by third parties of unfair competition, defamation +or violation of their other rights. We cannot assure you that a court would find in our favor on +questions of infringement, validity, enforceability or priority, which could have a material and +adverse effect on our ability to develop and commercialize our products covered by the +asserted third-party intellectual property rights according to our plan. The burden of +successfully challenging a third- party claim may be high and require us to present clear and +convincing evidence as to the invalidity of any such claim. Defense of these claims, regardless +of their merit, would involve substantial litigation expense and would be a substantial diversion +of employee resources from our business. +If successful claims are brought against us for infringement, misappropriation or other +violations of the asserted intellectual property rights, we may be subject to injunctive or other +equitable relief, which could prevent us from developing or commercializing our products +according to our plan and further affect our business operations and financial condition. In the +event of an adverse result in any such litigation, or even in the absence of litigation, we may +need to obtain licenses from third parties to advance our research and development or allow +commercialization of our products, or to pursue an alternative arrangement. Any such license +might not be available on reasonable terms, or at all, and any alternative arrangement might not +be as satisfactory as our original plan. +Even if litigation or other proceedings are resolved in our favor, there could be public +announcements of the results of hearings, motions, or other interim proceedings or +developments, and if securities analysts or investors perceive these results to be negative, it +could have a substantial adverse effect on the market price of our H Shares. Such litigations +or proceedings could substantially increase our operating losses and reduce the resources +RISK FACTORS +–4 8– + + +--- page 60 --- +available for development activities or any future sales, marketing or distribution activities. +Any of the foregoing could have a material adverse effect on our competitive position, +business, financial condition and results of operations. +We may not be able to protect our intellectual property rights. +Filing, prosecuting, maintaining and defending patents on our products in multiple +jurisdictions could be prohibitively expensive for us, and our intellectual property rights in +some countries can have a different scope and strength from those in some other countries. In +addition, the laws of certain countries do not protect intellectual property rights to the same +extent as the laws of certain other countries do. Consequently, we may not be able to prevent +third parties from practicing our inventions in all countries, or from selling or importing +medical products made using our inventions in and into certain jurisdictions. Competitors may +use our technologies in jurisdictions where we have not obtained patent protection to develop +their own products and further, may export otherwise infringing products to certain +jurisdictions where we have patent protection but where enforcement rights are not as strong +as those in certain other countries. These products may compete with our products and our +patent rights or other intellectual property rights may not be effective or adequate to prevent +them from competing. +As of the Latest Practicable Date, we owned 206 patents in China and five patents +overseas as part of our global strategy, including 106 invention patents, 95 utility models and +10 appearance designs. As of the same date, we also had 33 pending patent applications in +China. In addition, as of the Latest Practicable Date, we also held 60 trademarks in China and +overseas. If we are unsuccessful in obtaining trademark protection for our primary brands, we +may be required to change our brand names, which could materially adversely affect our +business. Moreover, as our products mature, our reliance on our trademarks to differentiate us +from our competitors will increase, and as a result, if we are unable to prevent third parties +from adopting, registering or using trademarks and trade dress that infringe, dilute or otherwise +violate our trademark rights, our business could be materially adversely affected. +Many companies have encountered significant problems in protecting and defending +intellectual property rights. The legal system in various jurisdictions could make it difficult for +us to stop the infringement, misappropriation or other violation of our patents or other +intellectual property rights, or the marketing of competing products in violation of our +proprietary rights in these countries. +Proceedings to enforce our intellectual property and proprietary rights could result in +substantial costs and divert our efforts and attention from other aspects of our business, could +put our patents at risk of being invalidated or interpreted narrowly, could put our patent +applications at risk of not issuing, and could provoke third parties to assert claims against us. +We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, +if any, may not be commercially meaningful. Accordingly, our efforts to enforce our +intellectual property rights may be inadequate to obtain a significant commercial advantage +from the intellectual property that we develop or license. +Obtaining and maintaining our patent protection depends on compliance with various +procedural, document submission, fee payment, and other requirements imposed by +governmental patent agencies, and our patent protection could be reduced or eliminated +for non-compliance with these requirements. +Periodic maintenance fees on any issued patent are due to be paid to the CNIPA and other +patent agencies in several stages over the lifetime of the patent. The CNIPA and various +governmental patent agencies require compliance with a number of procedural, documentary, +fee payment, and other similar provisions during the patent application process. Non- +compliance can result in abandonment or lapse of the patent or patent application, resulting in +partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that +could result in abandonment or lapse of a patent or patent application include failure to respond +to official actions within prescribed time limits, non-payment of fees, and failure to properly +legalize and submit formal documents. In any such event, our competitors might be able to +enter the market, which would have a material adverse effect on our business. +RISK FACTORS +–4 9– + + +--- page 61 --- +If we are unable to protect the confidentiality of our trade secrets, or if third parties assert +that our employees, consultants, collaborators or business partners have wrongfully used +or disclosed confidential information or misappropriated trade secrets, our business and +competitive position would be materially adversely affected. +In addition to our granted patents and pending patent applications, we rely on trade +secrets, including unpatented know-how, technology and other proprietary information, to +maintain our competitive position and to protect our products and product candidates. +However, nondisclosure agreements with employees, external scientific collaborators, external +advisors, sponsored researchers, consultants and other third parties may not adequately prevent +disclosures of our trade secrets and other proprietary information. Any of these parties may +breach the assignment undertakings stipulated in the employment or consulting agreements that +we enter into with them and disclose our proprietary information, and we may not be able to +obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed +or misappropriated a trade secret can be difficult, expensive and time-consuming, and the +outcome is unpredictable. If any of our trade secrets were lawfully obtained or independently +developed by a competitor, we would have no right to prevent them from using that technology +or information to compete with us and our competitive position would be harmed. +Furthermore, many of our employees, including our senior management, were previously +employed at other medical device companies, including our competitors or potential +competitors. Some of these employees, including one of our senior management, are subject to +proprietary rights, non-disclosure and non-competition obligations in connection with such +previous employment. We may be subject to claims that we or our employees have used or +disclosed intellectual property, including trade secrets or other proprietary information, of any +such employee’s former employer. We are not aware of any material threatened or pending +claims related to these matters or concerning the agreements with our senior management, but +in the future litigation may be necessary to defend against such claims. If we fail in defending +any such claims, in addition to paying monetary damages, we may lose valuable intellectual +property rights or personnel. Even if we are successful in defending against such claims, +litigation could result in substantial costs and be a distraction to management. +In addition, we may be unsuccessful in executing agreements assigning the developed +intellectual property to us with each party, including our employees and consultants, who in +fact develops intellectual property that we regard as our own, which may result in claims by +or against us related to the ownership of such intellectual property. If we fail in prosecuting or +defending any such claims, in addition to paying monetary damages, we may lose valuable +intellectual property rights. Even if we are successful in prosecuting or defending against such +claims, litigation could result in substantial costs and be a distraction to our management and +scientific personnel. +Intellectual property rights do not necessarily protect us from all potential threats. +The degree of future protection afforded by our intellectual property rights is uncertain +because intellectual property rights have limitations, and may not adequately protect our +business or permit us to maintain our competitive advantage. For example: + others may be able to make products that are similar to our approved product or +product candidates or any potential product candidates we may develop or utilize +similar technology that is not covered by the claims of the patents that we own or +license now or in the future; + we, current or any future collaboration partners, or any future licensors, might not +have been the first to make the inventions covered by the issued patent or pending +patent application that we own or may license in the future; + we, current or any future collaboration partners, and any future licensors, might not +have been the first to file patent applications covering certain of our or their +inventions; + others may independently develop similar or alternative technologies or duplicate +any of our technologies without infringing, misappropriating or otherwise violating +our intellectual property rights; +RISK FACTORS +–5 0– + + +--- page 62 --- + it is possible that our pending patent applications will not lead to issued patents; + patents that may be issued from our pending patent applications may be held invalid +or unenforceable, including as a result of legal challenges by our competitors or +other third parties; + our competitors might conduct research and development activities in countries +where we do not have patent rights and then use the information learned from such +activities to develop competitive products for sale in our major commercial markets; + we may not develop additional proprietary technologies that are patentable; + the patents of others may harm our business; and + we may choose not to file a patent for certain trade secrets or know-how, and a third +party may subsequently file a patent covering such intellectual property. +Any of the aforementioned threats to our competitive advantage could have a material +adverse effect on our business. +Patent terms are limited and thus may be inadequate to protect our competitive position +on our products and product candidates for an adequate amount of time. +In most jurisdictions in which we plan to file applications for patents, the term of a +granted patent is generally 10 to 20 years from the earliest claimed filing date of a +non-provisional patent application in the applicable jurisdictions. The life of a patent and the +protection it affords are limited. Even if patents covering our services and products are +obtained, we may be open to competition from other companies once our patent rights expire. +As of the Latest Practicable Date, we had been granted 211 patents. Our granted patents +have expiration dates ranging from 10 to 20 years. We also had 33 pending patent applications +in China as of the Latest Practicable Date. If patents are granted based on these pending patent +applications, the resulting patents will be expected to expire in 10 to 20 years, excluding any +potential patent term extension or adjustment. Upon expiration of our issued patent or patents +that may issue from our pending patent application, and without patent term extensions, we will +not be able to assert such patent rights against potential competitors and our business and +results of operations may be adversely affected. +Changes in patent law could diminish the value of patents in general, thereby impairing +our ability to protect our products. +Depending on decisions by the NPC and the CNIPA, the laws and regulations governing +patents could change in a way that would weaken our ability to obtain new patents or to enforce +our existing patents and patents that we might obtain in the future. The United States has +enacted and is currently implementing wide-ranging patent reform legislation. Recent U.S. +Supreme Court rulings have narrowed the scope of patent protection available in certain +circumstances and weakened the rights of patent owners in certain situations. There could be +similar changes in the laws of other jurisdictions that may impact the value of our patent rights +or our other intellectual property rights. In addition to increasing uncertainty with regard to our +ability to obtain patents in the future, this combination of events has created uncertainty with +respect to the value of patents once obtained, if any. +RISKS RELATING TO MANUFACTURING OF OUR PRODUCTS +The manufacture of our products is a highly precise and complex process and subject to +strict quality controls. Our business could suffer if we encounter problems in managing +the manufacturing process of our products. +We have no experience in large-scale manufacturing of our products for commercial use +and we have limited experience in managing the manufacturing process. The manufacture of +our products is highly complex and subject to strict quality controls. For a sophisticated +surgical device, quality is extremely important due to the serious and costly consequences of +a product failure. We cannot eliminate the risk of product defects or failure. Problems can arise +RISK FACTORS +–5 1– + + +--- page 63 --- +during the manufacturing process for a number of reasons, including equipment malfunction, +failure to follow protocols and procedures, defects, insufficient supply of raw materials, +advances in manufacturing techniques and man-made or natural disasters and other +environmental factors. If problems arise during the production of a set of surgical robots, we +may need to replace the parts and components in issue and may experience a delay in +manufacturing or incur added expenses. This could, among other things, lead to increased +costs, lost revenue, damage to customer relationships, time and expense spent investigating the +cause and, depending on the cause, similar losses with respect to other batches or products. If +problems are not discovered before the product is released to the market, recall and product +liability costs may also be incurred. +Manufacturing methods and technologies are sometimes altered through the development +from clinical trials to approval, and further to commercialization, in an effort to optimize +manufacturing processes and results. Such alterations carry the risk that they will not achieve +these intended objectives. Any of these alterations could cause the products to perform +differently and affect the results of planned clinical trials or other future clinical trials +conducted with the altered materials. This could delay the commercialization of products and +require bridging studies or the repetition of one or more clinical trials, which may result in +increases in clinical trial costs, delays in products approvals and jeopardize our ability to +commence product sales and generate revenue. +As we expand into new markets, we may face unanticipated surges in demand for our +products which could strain our production capacity. If these problems arise or if we otherwise +fail to meet our internal quality standards or those of the NMPA or other equivalent regulatory +authorities, which include detailed record-keeping requirements, our reputation could be +damaged, we could become subject to a safety alert or a recall, we could incur product liability +and other costs, product approvals could be delayed, and our business could otherwise be +adversely affected. +Failure to meet or maintain compliance with relevant manufacturing standards and any +other disruption or suspension of manufacturing activities may affect our business and +results of operations. +We had one major manufacturing facility located in Zhuhai, with the gross floor area of +our manufacturing site of approximately 3,682 square meters. Our manufacturing facility is +subject to regular inspections by the relevant government authorities as part of the process of +maintaining or renewing the permits, licenses and certificates required for our business and +operations. Such inspections require us to comply with, among other things, the GB/T +42061-2022, the ISO13485-2016, NMPA regulations and other applicable regulations and +standards. We cannot guarantee that we will be able to adequately follow and document our +adherence to such regulations or other regulatory requirements. Remediating deficiencies can +be laborious, time-consuming and costly. Moreover, the NMPA or other comparable regulatory +authorities will generally re-inspect the facility to determine whether the deficiency was +remediated to its satisfaction, and may note further deficiencies during re-inspection. We may +be required to delay, suspend or cease manufacturing activities if we fail to pass these +regulatory inspections, which will affect our ability to fulfill product orders and sell our +products, and in turn, have a material and adverse effect on our business, financial condition +and results of operations. +The continued operation of our manufacturing facilities and our production safety may be +substantially interrupted and materially and adversely affected due to a number of factors, +many of which are beyond our control. These may include power outages, fuel shortages, +mechanical breakdowns, terrorist attacks and wars, or loss of licenses, certifications and +permits. If the operation of our manufacturing facilities is substantially disrupted, we may not +be able to replace the equipment or inventories, or use different sites or a third-party contractor +to continue our production in a legal, timely and cost-effective manner or at all. Additionally, +problems may also arise during manufacturing for a variety of reasons, including equipment +malfunction, failure to follow specific protocols and procedures, problems with raw materials, +expansion of existing manufacturing facilities, changes in manufacturing site and limits to +production capacity due to regulatory requirements, changes in the types of products produced, +man-made or natural disasters, and environmental factors. As a result of disruption to our +manufacturing site or any problems in manufacturing our products, we may fail to fulfill +contract obligations or meet market demand for our products, and our business, revenues and +profitability could be materially and adversely affected. +RISK FACTORS +–5 2– + + +--- page 64 --- +Advances in manufacturing techniques may render our facilities and equipment +inadequate or obsolete, and as a result, we may also need to develop advanced manufacturing +techniques and process controls in order to fully utilize our facilities. If we are unable to do +so, if the process to do so is delayed, or if the associated cost is not economically feasible, we +may not be able to supply our products in a sufficient quantity to meet future demand, which +would limit our development and commercialization activities and our opportunities for +growth. +We may not be able to secure a stable supply of qualified raw materials at all times or at +all. An increase in the market prices of such supplies may adversely affect our results of +operations. +Our key raw materials for the manufacturing of surgical robots mainly include +standardized components procured from our suppliers. To ensure the quality of our principal +raw materials, we only procure them from selected suppliers that can satisfy our stringent raw +material requirements. We cannot assure you that we will be able to secure a stable supply of +qualified raw materials at all times going forward. Further, during the Track Record Period, we +procured certain raw materials through domestic trading companies for use in our robotic +products, namely, robotic arms and optical systems. In 2024 and 2025, imported raw materials +accounted for 14.6% and 21.6% of our total purchases, respectively. The customs clearance +procedures for imported raw materials could be lengthy and thus could adversely affect the +timely supply of such raw materials. If any of these suppliers loses its qualification or +eligibility for a variety of reasons including its failure to comply with regulatory requirements, +or if we encounter lengthy customs clearance procedures to import certain of our raw materials, +we may experience delays in the supply of our raw materials and, if our inventory of the +relevant raw material does not sufficiently cover the deficiency over the relevant time period, +interruption in our manufacturing process. In addition, we are also exposed to risks associated +with fluctuations in prices of raw materials. A significant increase in the costs of raw materials +may disrupt our operations and have a directly negative impact on our gross margin. +If we are unable to meet demand for our products by ensuring that we successfully expand +our own manufacturing capacity, or if we are unable to successfully manage our +anticipated growth or to precisely anticipate market demand, our business could suffer. +To prepare for product launches in the near term, we have established one manufacturing +facility in Zhuhai and are planning to further expand our manufacturing capacity to meet the +growing demands of our products. See “Business—Properties” for details. Damage to, +destruction of or interruption of production at our manufacturing facilities, or delays in +completing our new manufacturing facilities could delay our development plans or +commercialization efforts. Furthermore, if our manufacturing facilities encounter or, upon +completion, encounter unanticipated delays and expenses in manufacturing as a result of any +of these difficulties, we may not be able to manufacture sufficient quantities of our products, +which would limit our development and commercialization activities. +Manufacturers of surgical robotic products often encounter difficulties in production +particularly in scaling up, validating the production process, and assuring high reliability of the +manufacturing process (including the absence of contamination). These problems include +logistics and shipping, difficulties with production costs and yields, quality control, product +testing, operator errors, availability of qualified personnel and compliance with strictly- +enforced regulations. We will need to produce our products in the quantities that can meet +anticipated market demand. We cannot assure you that we will be able to do so. +During the construction and ramp-up period, there may be significant changes in the +macroeconomics of the surgical robot industry, including, among other things, market demand, +product and supply pricing trends and customer preferences. Any adverse trends in these +respects could result in operational inefficiency and unused capacity in our facilities. We may +also experience various unfavorable events in the course of developing our new manufacturing +facilities, such as: + unforeseen delays due to construction, land use rights or regulatory issues, which +could result in loss of business opportunities; + construction cost overruns, which may require diverting resources and +management’s attention from other projects; and +RISK FACTORS +–5 3– + + +--- page 65 --- + difficulty in finding sufficient numbers of trained and qualified manufacturing staff. +The success of our business expansion also depends on our ability to advance products +through the development, regulatory approval and commercialization stages. Any delay, +suspension or termination in such respects would harm our ability to generate satisfactory +returns on our investment in manufacturing expansion, if at all, which in turn could have a +material adverse effect on our business, financial condition and results of operations. +We may be subject to product liability lawsuits that could cause us to incur substantial +liabilities. +We face an inherent risk of product liability as a result of clinical testing and any current +or future commercialization of our products globally. The medical device industry has +historically been litigious particularly in certain jurisdictions, and we could face financial +exposure. For example, we may be sued if our products cause or are perceived to cause injury +or are found to be otherwise unsuitable during clinical testing, manufacturing, marketing or +sale. Such product liability claims, if any, may include allegations of defects in manufacturing, +defects in design, a failure to warn of dangers inherent in the medical device product, +negligence, strict liability or a breach of warranties. Claims could also be asserted under +applicable consumer protection acts. If we cannot successfully defend ourselves against or +obtain indemnification from our collaborators for product liability claims, we may incur +substantial liabilities or be required to limit commercialization of our products. Even +successful defense would require significant financial and management resources. There is also +the possibility that defects in the design or manufacture of our products might necessitate +product recalls. +Regardless of the merits or eventual outcome, any liability claims or product recalls may +result in: + decreased demand for our products and loss of revenue; + injury to our reputation; + withdrawal of clinical trial participants and inability to continue clinical trials; + initiation of investigations by regulators; + costs to defend the related litigation; + a diversion of management’s time and our resources; + substantial monetary awards to trial participants or patients, product recalls, +withdrawals or labeling, marketing or promotional restrictions; + exhaustion of any available insurance and our capital resources; + the inability to commercialize any product; and/or + a decline in the price of our H Shares. +If we are unable to defend ourselves against such claims in the PRC, among other things, +we may be subject to civil liability for physical injury, death or other losses caused by our +products and to criminal liability and the revocation of our business licenses if our products are +found to be defective. In addition, we may be required to recall the relevant products, suspend +sales or cease sales. Even if we are able to successfully defend ourselves against any such +product liability claims, doing so may require significant financial resources and the time and +attention of our management. +RISK FACTORS +–5 4– + + +--- page 66 --- +RISKS RELATING TO OUR OPERATIONS +Our future success depends on our ability to retain key executives and to attract, hire, +retain and motivate other qualified and highly skilled personnel. +We are highly dependent on the principal members of our senior management, as well as +other key clinical and scientific personnel, and other employees and consultants. Competition +for qualified employees in the healthcare industry is intense and the pool of qualified +candidates is limited. We may not be able to retain the services of our senior management or +key clinical and scientific personnel, or attract and retain experienced senior management or +key clinical and scientific personnel in the future. If one or more of our senior management or +key clinical and scientific personnel are unable or unwilling to continue in their present +positions or join a competitor or form a competing company, we may not be able to replace +them in a timely manner or at all, and our product development progress may be disrupted as +a result, which will have a material and adverse effect on our business and results of operations. +In addition, we will need to hire additional employees as we expand our commercialization and +manufacturing teams. The success of our hospital penetration strategy also depends on our +ability to attract, motivate and retain qualified and professional employees in our sales and +marketing team who have, among other things, sufficient expertise in the applications of +surgical robots and are able to communicate effectively with medical professionals. We may +not be able to attract and retain qualified employees on acceptable terms. Further, when we hire +an employee, it is possible that our competitor may allege that such employment violates the +non-compete agreement between such employee and our competitor as his or her former +employer. Our business and growth depend on the continued service of our senior management +and personnel in our R&D team to develop products and our sales and marketing team to +promote our products. Our employment agreements do not prevent employees from terminating +their employment with us at any time. The loss of the services of any of these persons could +impede the achievement of our research, development and commercialization objectives. +Furthermore, replacing executive officers, key employees or consultants may be difficult +and may take an extended period of time because of the limited number of individuals in our +industry with the breadth of skills and experience required to successfully develop, gain +regulatory approval of and commercialize products. Competition to hire from this limited pool +is intense, and we may be unable to hire, train, retain or motivate these key personnel or +consultants on acceptable terms given the competition among numerous medical device +companies for similar personnel. We also experience competition for the hiring of R&D and +clinical personnel from universities and research institutions. Our consultants and advisors may +be engaged by our competitors and may have commitments under consulting or advisory +contracts with other entities that may limit their availability to us. If we are unable to continue +to attract and retain high quality personnel, our ability to pursue our growth strategy will be +limited. +We may encounter difficulties in managing our growth and expanding our operations +successfully. +As we seek to advance our product candidates, we will need to expand our development, +regulatory, manufacturing and build up marketing and sales capabilities or contract with third +parties to provide these capabilities for us. As our development and commercialization plans +and strategies evolve, we need to recruit a significant number of additional managerial, +operational, manufacturing, sales, marketing, financial and other personnel. As our operations +expand, we expect that we will need to manage additional relationships with various strategic +partners, suppliers and other third parties. Future growth will impose significant added +responsibilities on members of management. Our recent growth and any future growth will +impose significant added responsibilities on members of management, including: + identifying, recruiting, integrating, maintaining and motivating additional +employees; + managing our internal development efforts effectively, including the clinical and +regulatory authority review process for our product candidates, while complying +with our contractual obligations to contractors and other third parties; and + improving our operational, financial and management controls, reporting systems +and procedures. +RISK FACTORS +–5 5– + + +--- page 67 --- +Our future financial performance and our ability to develop and commercialize our +products and to compete effectively will depend, in part, on our ability to effectively manage +our recent growth and any future growth, and our management may also have to divert a +disproportionate amount of its attention away from day-to-day activities in order to devote a +substantial amount of time to managing these growth activities. +We currently rely, and for the foreseeable future will continue to rely, in substantial part +on independent organizations, advisors and consultants to provide services. There can be no +assurance that the services of these independent organizations, advisors and consultants will +continue to be available to us on a timely basis when needed, or that we can find qualified +replacements. There can be no assurance that we will be able to manage our existing +consultants or find other competent outside contractors and consultants on economically +reasonable terms, if at all. +If we are not able to effectively manage our growth and further expand our organization +by hiring new employees and expanding our groups of consultants and contractors as needed, +we may not be able to successfully implement the tasks necessary to further develop and +commercialize our products and, accordingly, may not achieve our research, development and +commercialization goals. +To that end, we must be able to manage our development efforts and clinical trials +effectively and hire, train and integrate additional management, administrative and sales and +marketing personnel. We may not be able to accomplish these tasks, and our failure to +accomplish any of them could prevent us from successfully growing our Company. +Failure to manage our inventories effectively would materially and adversely affect our +financial condition and results of operations. +We recorded inventories of RMB21.7 million and RMB40.6 million as of December 31, +2024 and 2025, respectively. Our inventories mainly consist of raw materials and finished +goods. We cannot assure you that our inventories will not be damaged or impaired, as our +storage may encounter unforeseeable events, such as fire, floods, earthquakes, power outage, +mechanical breakdowns or other calamities. From time to time, we may also have delicate +materials and consumables, which are exposed to risks associated with damages from outside +environment including temperature fluctuation, wear and tear, and accidental drop or squeeze. +In addition, given that we are still at an early stage of commercialization and only a +limited number of units of our products were sold throughout the Track Record Period, our +inventory management is inherently subject to heightened uncertainty in demand forecasting, +production planning and inventory turnover. In 2024 and 2025, our inventory turnover days +was 72 days and 136 days, respectively. In particular, our finished goods may become +slow-moving or obsolete if we are unable to convert inventory into sales within expected +timelines. This risk may be exacerbated where our production and stock-building decisions are +made in anticipation of future sales that may not materialize as expected, whether due to +changes in market demand, competitive dynamics, pricing pressure, hospital procurement +cycles or other factors outside our control. Our inventories are subject to impairment if their +net realizable value falls before we sell them. A high inventory level would subject us to +significant risk of impairment if there is a significant decrease in the net realizable value of our +inventories within a short period of time. Any unexpected change in circumstances, such as a +shift in market demand or decline in selling price, delays in hospital procurement, or changes +in purchasing preferences of physicians and hospitals could materially and adversely affect the +net realizable value of our inventories. +The risk of inventory obsolescence is further heightened by potential cannibalization +among different models of our Core Product. The various models of our Core Product are based +on the same core technology platform, with differentiated configurations developed in response +to the budgetary levels of different medical institutions and regional market demands. Market +adoption may shift between models based on clinical preferences, product specifications, +pricing, tender requirements, or availability of competing products. As a result, sales of certain +models may be reduced or displaced by other models within our own product portfolio, which +could lead to (i) prolonged holding periods for finished goods of particular models, (ii) +increased discounting pressure to clear existing stock, and (iii) a higher likelihood that certain +inventories become obsolete or require write-downs or write-offs. Any such cannibalization +effect may be more pronounced given our current stage of commercialization and limited +historical sales data, which may constrain our ability to accurately predict model-specific +demand. +RISK FACTORS +–5 6– + + +--- page 68 --- +Moreover, any increase in our production volume may increase our exposure to excess +and slow-moving inventories. If our production volume increases faster than our sales ramp-up, +we may accumulate excess inventories of raw materials and finished goods. Excess inventory +levels may increase our inventory holding costs and elevate the risk of inventory obsolescence, +impairment or write-offs, particularly where certain components, consumables or accessories +have shelf lives; or product specifications, configurations or market requirements change, +rendering particular inventories less marketable. +Furthermore, as we will not be able to recoup our cash paid for raw materials and other +consumables until we generate operating income, a high inventory level may subject us to +significant working capital requirements and adversely affect our liquidity position. If we are +required to recognize additional inventory provisions, write-downs or write-offs, our gross +margin, results of operations and financial condition could be materially and adversely +affected. +Accordingly, failure to manage our inventories effectively, including by maintaining +appropriate production and procurement planning, monitoring inventory aging and turnover, +and timely identifying and providing for slow-moving or obsolete inventories, may materially +and adversely affect our financial condition and results of operations. +If we become subject to litigation, legal or contractual disputes, governmental +investigations or administrative proceedings, our management’s attention may be +diverted and we may incur substantial costs and liabilities. +From time to time, we may be involved in claims, disputes and legal proceedings in our +ordinary course of business. These may concern issues relating to, among others, product +liability, environmental matters, breach of contract, employment or labor disputes and +infringement of intellectual property rights. During the Track Record Period and as of the +Latest Practicable Date, we were not involved in any litigation or legal proceedings that may +materially affect our research and development of our products, business and results of +operations. Ongoing or threatened litigation, legal or contractual disputes, investigations or +administrative proceedings may divert our management’s attention and consume their time and +our other resources. In addition, any similar claims, disputes or legal proceedings involving us +or our employees may result in damages or liabilities, as well as legal and other costs and may +cause a distraction to our management. Furthermore, any litigation, legal or contractual +disputes, investigations or administrative proceedings which are initially not of material +importance may escalate and become important to us, due to a variety of factors, such as the +facts and circumstances of the cases, the likelihood of loss, the monetary amount at stake and +the parties involved. If any verdict or award is rendered against us or if we settle with any third +parties, we could be required to pay significant monetary damages, assume other liabilities and +even to suspend or terminate the related business projects. In addition, negative publicity +arising from litigation, legal or contractual disputes, investigations or administrative +proceedings may damage our reputation and adversely affect the image of our brands and +products. Consequently, our business, financial condition and results of operations may be +materially and adversely affected. +Our insurance coverage may not completely cover the risks relating to our business and +operations. +We maintain insurance policies that are required under the applicable laws and +regulations as well as based on our assessment of our operational needs and industry practice. +For more details, please see “Business—Insurance.” Our insurance coverage for adverse events +in our clinical trials may prove to be inadequate or could cease to be available to us on +acceptable terms, if at all. A claim brought against us that is uninsured or under-insured could +harm our business, financial condition and results of operations. Our insurance coverage may +also be insufficient to cover any claim for product liability, damage to our fixed assets or +employee injuries. Any liability or damage to, or caused by, our facilities or our personnel +beyond our insurance coverage may result in our incurring substantial costs and a diversion of +resources. +RISK FACTORS +–5 7– + + +--- page 69 --- +Our business and reputation may be adversely affected by negative publicity involving us, +our Shareholders, Directors, officers, employees, suppliers or other parties we cooperate +with, or by general negative publicity in the industry. +We believe that market awareness and recognition of our brand image, and the +maintenance of a positive brand image, is crucial to the success of our business. We may not +be successful in continuing to promote our brands to remain competitive. In addition, we may +engage various third parties, such as contract sales organizations, to expand our +commercialization network and increase market access for our products, which can make it +increasingly difficult to effectively manage our brand reputation, as we have relatively limited +control over these third parties. +Any negative publicity, including disputes concerning us, our business partners or our +affiliates, even if untrue, could adversely affect our reputation and prospects. Moreover, if we +are unable to maintain a good reputation, our ability to attract and retain key employees and +business partners could be harmed which, in turn, may materially and adversely affect our +business, financial condition and results of operations. +Our reputation is vulnerable to potential threats that can be difficult or impossible to +control, and costly or impossible to remediate. Negative publicity about us, such as alleged +misconduct or improper activities, or negative rumors relating to us, our management, +employees, business partners or affiliates, can harm our business, financial condition and +results of operations, even if they are unsubstantiated or are later satisfactorily addressed. Any +regulatory inquiries or investigations or other actions against our management, any perceived +unethical, fraudulent, or inappropriate business conduct by us or perceived wrongdoing by any +key member of our management team or other employees, our business partners or our +affiliates, could harm our reputation and materially and adversely affect our business. +Regardless of the merits or final outcome of such regulatory inquiries, investigations or +actions, our reputation may be substantially damaged, which may impede our ability to attract +and retain talent and business partners and grow our business. +Our leased properties may be subject to non-compliances or changes that could +potentially affect our future use of them. +We have leased certain properties in China as our offices and R&D facilities. Pursuant to +the Measures for Administration of Lease of Commodity Properties (ॡ༣၍ଣ፬ +), which was promulgated by the Ministry of Housing and Urban-Rural Development of +the PRC (ண) on December 1, 2010 and became effective on +February 1, 2011, both lessors and lessees are required to file the lease agreements for +registration and obtain property leasing filing certificates for their leases. +As of the Latest Practicable Date, 16 of our lease agreements had not been registered. We +may be subject to fines if we fail to rectify such non-compliance within the prescribed time +frame after receiving notice from the relevant PRC government authorities. The penalty ranges +from RMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant +authority. As of the Latest Practicable Date, we were not subject to any penalties arising from +the non-registration of lease agreements. However, we cannot assure you that we would not be +subject to any penalties and/or requests from local authorities to fulfill the registration +requirements, which may increase our costs in the future. If any of our leases is terminated or +becomes unenforceable as a result of challenges from third parties, we would need to seek +alternative properties and incur relocation costs. Any relocation could lead to disruptions to our +operations and adversely affect our business, financial condition and results of operations. +We may be subject to natural disasters, health epidemics, acts of war or terrorism or +other factors beyond our control. +Natural disasters, health epidemics, acts of war or terrorism or other factors beyond our +control may adversely affect the economy, infrastructure and livelihood of the people in the +regions where we conduct our business. Our operations may be under the threat of floods, +earthquakes, sandstorms, snowstorms, fire or drought, the outbreak of widespread epidemics +such as swine flu, avian influenza, severe acute respiratory syndrome, or SARS, Ebola, +RISK FACTORS +–5 8– + + +--- page 70 --- +COVID-19, force majeure events such as power, water or fuel shortages, failures, malfunction +and breakdown of information management systems, unexpected maintenance or technical +problems, or are susceptible to potential wars or terrorist attacks. +The occurrence of a disaster or a prolonged outbreak of an epidemic illness, including the +COVID-19 pandemic, or other adverse public health developments in the regions where we +operate our business could materially disrupt our business and operations. These uncertain and +unpredictable factors include, but are not limited to, adverse effects on the economy, potential +delays of our ongoing and future clinical trials, and disruptions to the operations of our +business partners and CROs. +There also could occur serious natural disasters, which may result in loss of lives, injury, +destruction of assets and disruption of our business and operations. Damage or extended +periods of interruption to our, our business partners or our suppliers’ corporate, development, +research or manufacturing facilities due to fire, disaster, epidemics, power loss, +communications failure, unauthorized entry or other events could cause us to cease or delay +development or commercialization of some or all of our product candidates. As we rely on third +parties on various services and supplies, the occurrence of any of the foregoing events could +seriously harm our ability to obtain services or supplies if such third parties are affected by +disasters, epidemics, business interruptions and other force majeure events. In addition, our +insurance might not cover all losses under such circumstances and our business may be +seriously harmed by such delays and interruption. +Acts of war or terrorism may also injure our employees, cause loss of lives, disrupt our +business network and destroy our markets. Any of these factors and other factors beyond our +control could have an adverse effect on the overall business sentiment and environment, cause +uncertainties in the regions where we conduct business, cause our business to suffer in ways +that we cannot predict and materially and adversely impact our business, financial condition +and results of operations. +Any of the foregoing events and other events could have an adverse effect on the overall +business sentiment and environment, cause uncertainties in the regions where we conduct +business, cause our business to suffer in ways that we cannot predict and materially and +adversely impact our business, financial condition and results of operations. +The foreign exchange regulations may limit our business and results of operations and our +ability to remit dividends. +Conversion and remittance of foreign currencies are subject to the foreign exchange +regulations. It cannot be guaranteed that under a certain exchange rate, we shall have sufficient +foreign exchange to meet our foreign exchange needs. Under the Chinese current foreign +exchange control system, foreign exchange transactions under the current account conducted, +including the payment of dividends, do not require advance approval from the SAFE. However, +there is a requirement for relevant documentary evidence of such transactions and to conduct +such transactions at designated foreign exchange banks within the PRC that have the licenses +to carry out foreign exchange business. Foreign exchange transactions under the capital +account, however, normally need to be approved by or registered with the SAFE or its local +branch unless otherwise permitted by law. Any insufficiency of foreign exchange may restrict +our ability to obtain sufficient foreign exchange for dividend payments to shareholders or +satisfy any other foreign exchange obligation. If we fail to obtain approvals from the SAFE to +convert RMB into any foreign exchange for any of the above purposes, our potential offshore +capital expenditure plans and even our business may be materially and adversely affected and +could subject us to administrative penalties and fines. +Holders of H Shares may be subject to PRC income taxes. +Under the current PRC tax laws and regulations, non-PRC resident individuals and +non-PRC resident enterprises are subject to different tax obligations with respect to the +dividends paid to them by us and the gains realized upon the sale or other disposition of H +Shares. +RISK FACTORS +–5 9– + + +--- page 71 --- +Non-PRC resident individuals are required to pay PRC individual income tax at a 20% +rate for the income derived in China under the PRC Individual Income Tax Law (the “ IIT +Law”) and its implementation guidelines. Accordingly, we are required to withhold such tax +from dividend payments, unless applicable tax treaties between China and the jurisdiction in +which the foreign individual resides reduce or provide an exemption for the relevant tax +obligations. However, pursuant to the Circular on Certain Policy Questions Concerning +Individual Income Tax () +(Cai Shui Zi [1994] No. 20) issued by the MOF and SAT on May 13, 1994, the income gained +by individual foreigners from dividends and bonuses of enterprises with foreign investment are +exempted from individual income tax for the time being. In addition, under the IIT Law and +its implementation regulations, non-PRC resident individual holders of H Shares are subject to +individual income tax at a rate of 20% on gains realized upon the sale or other disposition of +H shares. However, pursuant to the Circular of Declaring that Individual Income Tax Continues +to be Exempted over Income of Individuals from the Transfer of Shares (ୃ +) (Cai Shui Zi [1998] No. 61) issued by the MOF and +the SAT on March 30, 1998, from January 1, 1997, the income of individuals from the transfer +of the shares of listed enterprises continues to be exempted from individual income tax. +As of the Latest Practicable Date, no aforesaid provisions had expressly provided that +individual income tax shall be levied on non-PRC resident individual holders on the transfer +of shares in PRC resident enterprises listed on overseas stock exchanges, and to our knowledge, +no such individual income tax was levied by PRC tax authorities in practice. However, there +is no assurance that the PRC tax authorities will not change these practices which could result +in levying income tax on non-PRC resident individual holders on gains from the sale of H +shares. +For non-PRC resident enterprises that do not have establishments or premises in China, +and for those that have establishments or premises in China but whose income is not related +to such establishments or premises, under the PRC Enterprise Income Tax Law and its +implementation regulations, dividends paid by us and gains realized by such foreign enterprises +upon the sale or other disposition of H Shares are subject to PRC enterprise income tax at a +10% rate. In accordance with the Circular on Issues Relating to Withholding of Enterprise +Income Tax by PRC Resident Enterprises on Dividends Paid to Overseas Non-PRC Resident +Enterprise Shareholders of H Shares (͏ΆุΣྤ̮Hٰ +) (Guo Shui Han [2008] No. 897) issued by SAT on +November 6, 2008, the withholding tax rate for dividends payable to non-PRC resident +enterprise holders of H Shares will be 10% and we intend to withhold tax at a rate of 10% from +dividends paid to non-PRC resident enterprise holders of our H Shares (including HKSCC +Nominees). Non-PRC resident enterprises that are entitled to be taxed at a reduced rate under +an applicable income tax treaty or arrangement will be required to apply to the PRC tax +authorities for a refund of any amount withheld in excess of the applicable treaty rate, and +payment of such refund will be subject to the PRC tax authorities’ approval. +Despite the arrangements mentioned above, the interpretation and application of +applicable PRC tax laws and regulations by the competent tax authorities shall be in +accordance with the then effective laws and regulations, and new taxes may be imposed which +may materially and adversely affect the value of your investment in our H Shares. +Y ou may experience difficulty in effecting service of legal process, enforcing foreign +judgments or bringing original actions in Chinese Mainland or Hong Kong based on +foreign laws against us, our Directors and senior management. +Substantially all of our assets are situated in the PRC and most of our directors and +officers reside in the PRC. Therefore, there remains the possibility that it may be difficult to +effect service of process outside the PRC upon most of our directors and officers, including +with respect to matters arising under applicable securities laws. The PRC does not have treaties +with the U.S. and certain other countries providing for the reciprocal recognition and +enforcement of civil case judgments of courts. Consequently, you may experience difficulties +in enforcing against us or our directors or officers in the PRC any judgments obtained from +courts outside of the PRC. +RISK FACTORS +–6 0– + + +--- page 72 --- +On July 14, 2006, Hong Kong and Chinese Mainland entered into the Arrangement on +Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the +Courts of Chinese Mainland and of the Hong Kong Special Administrative Region Pursuant to +Choice of Court Agreements Between Parties Concerned (৫ +τર), or the Arrangement, pursuant to +which a party with a final court judgment rendered by a Hong Kong court requiring payment +of money in a civil and commercial case according to a choice of court agreement in writing +may apply for recognition and enforcement of the judgment in Chinese Mainland. Similarly, a +party with a final judgment rendered by a Chinese court requiring payment of money in a civil +and commercial case pursuant to a choice of court agreement in writing may apply for +recognition and enforcement of such judgment in Hong Kong. On January 18, 2019, the +Supreme People’s Court and the Hong Kong Government signed the Arrangement on +Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the +Courts of Chinese Mainland and of the Hong Kong Special Administrative Region (ʫ +τર), which has come into +effect on January 29, 2024 and superseded the Arrangement, or the New Arrangement, which +seeks to establish a mechanism with greater clarity and certainty for recognition and +enforcement of judgments in a wider range of civil and commercial matters between Hong +Kong and the Chinese Mainland. The New Arrangement discontinued the requirement for a +choice of court agreement for bilateral recognition and enforcement. After the New +Arrangement became effective, a judgment rendered by a Hong Kong court can generally be +recognized and enforced in the PRC even if the parties in the dispute did not enter into a choice +of court agreement in writing. However, we cannot guarantee that all judgments made by Hong +Kong courts will be recognized and enforced in the PRC, as whether a specific judgment will +be recognized and enforced is still subject to a case-by-case examination by the relevant court +in accordance with the New Arrangement. +RISKS RELATING TO GOVERNMENT REGULATIONS +All aspects of the research, development and commercialization of our product candidates +are heavily regulated in all material aspects. Any failure to comply with relevant laws and +regulations may adversely affect our business, financial condition and results of +operations. +We currently primarily focus our activities in China while pursuing global opportunities. +All jurisdictions in which we conduct our research, development and commercialization +activities regulate these activities in great depth and detail. These geopolitical areas all have +comprehensive regulation on medical devices, and in doing so they employ broadly similar +regulatory strategies, including regulation of product development, approval, sales and +marketing and distribution of medical devices. However, there are differences in the regulatory +regimes in different regions, which makes regulatory compliance more complex and costly for +companies like us that plan to operate in each of these regions. +The process of obtaining regulatory approvals and compliance with appropriate laws and +regulations require substantial time and financial resources. Any recently enacted and future +legislation may increase the difficulty and cost for us to obtain regulatory approval of, and +commercialize, our product candidates, and affect the prices we may obtain. Changes in +government regulations or in practices relating to the surgical robot industry, such as a +relaxation in regulatory requirements; the introduction of simplified approval procedures, +which would lower the entry barrier for potential competitors; or an increase in regulatory +requirements, which may increase the difficulty for us to satisfy such requirements, may have +a material adverse impact on our business, financial condition, and results of operations. +Failure to comply with the applicable requirements at any time during the product +development process, approval process, or after approval, may subject an applicant to +administrative or judicial sanctions. These sanctions could include a regulator’s refusal to +approve pending applications, withdrawal of an approval, license revocation, a clinical hold, +voluntary or mandatory product recalls, product seizures, total or partial suspension of +production or distribution, injunctions, fines, refusals of government contracts, restitution, +disgorgement or civil or criminal penalties. The failure to comply with these regulations could +have a material adverse effect on our business, financial condition and results of operations. +RISK FACTORS +–6 1– + + +--- page 73 --- +The regulatory approval processes of the NMPA, the FDA and other comparable +regulatory authorities are time-consuming and may evolve over time. If we are unable to +obtain without undue delay any regulatory approvals for our product candidates in our +target markets, our business may be subject to actual or perceived harm. +The process required to obtain approval from the NMPA and other comparable regulatory +authorities is a lengthy, expensive and uncertain process, and approval is never guaranteed. +Generally, such approvals take years to be obtained following the commencement of preclinical +studies and clinical trials. Approval policies, regulations or the type and amount of clinical data +necessary to gain approval may change during the course of a product candidate’s clinical +development and may vary among jurisdictions. As of the Latest Practicable Date, we received +marketing approval for 10 of our products (excluding disposables), and it is possible that none +of our other product candidates or any product candidates we may design, in-license or acquire +and seek to develop in the future will ever obtain such approval. +Our product candidates could fail to obtain regulatory approval for many reasons, +including: + failure to begin or complete clinical trials; + failure to demonstrate that a product candidate is safe and effective; + failure to conduct a clinical trial in accordance with regulatory requirements or our +clinical trial protocols; + failure of clinical trial results to meet the level of statistical significance required for +approval; + encountering data integrity issues related to our clinical trials; + encountering regulatory authority’s disagreement with our interpretation of data +from preclinical studies or clinical trials; + the finding of deficiencies related to the manufacturing processes or facilities from +regulatory authorities; + changes in approval policies or regulations that render our preclinical and clinical +data insufficient for approval or require us to amend our clinical trial protocols; and + regulatory requests for additional analysis, reports, data, nonclinical studies and +clinical trials, or questions regarding interpretations of data and results and the +emergence of new information regarding our product candidates or other products. +In addition, changes in regulatory requirements and guidance may also occur. We may +need to amend clinical trial protocols submitted to applicable regulatory authorities to reflect +these changes. Amendments may impact the costs, timing or successful completion of a clinical +trial. +Even if our product candidates were to successfully obtain approval from the regulatory +authorities, any approval might significantly limit the approved indications for use, or require +that precautions, contraindications or warnings be provided to users, or require expensive and +time-consuming post-approval clinical trials or surveillance as conditions of approval. +Following an approval for commercial sale of our product candidates, certain changes, such as +changes in design, may be required by the NMPA and/or comparable regulatory authorities. +Regulatory approvals for any of our product candidates may also be withdrawn. +If we are unable to obtain regulatory approval for our product candidates in one or more +jurisdictions, or any approval contains significant limitations, our target market will be reduced +and our ability to realize the full market potential of our product candidates will be harmed. +Furthermore, we may not be able to generate sufficient revenue and cash flows or obtain +sufficient funding to continue the development of any other product candidates in the future. +RISK FACTORS +–6 2– + + +--- page 74 --- +Our product candidates may cause safety issues which could interrupt, delay or halt +clinical trials, delay or prevent regulatory approval, limit the commercial profile of an +approved product label, or result in significant negative consequences following any +regulatory approval. +Serious adverse events arising from safety issues caused by our product candidates could +cause us or regulatory authorities to interrupt, delay or halt clinical trials and could result in +a more restrictive label or the delay or denial of regulatory approval by the NMPA or other +comparable regulatory authorities, or could result in limitations or withdrawal following +approvals. For example, in the event that results of our trials reveal a high and unacceptable +severity or prevalence of adverse events, our trials may be suspended or terminated by the +NMPA and other comparable regulatory authorities could order us to cease further development +of, or deny approval of, our product candidates. +Any occurrence of adverse events during clinical trials may harm our reputation, +business, financial condition and results of operations. +Additionally, if our product candidates receive regulatory approval, and undesirable +negative or inconclusive results caused by such product candidates are identified after such +approval, a number of potentially significant negative consequences could follow, including, +among others: + we may be required to suspend marketing or remove relevant products from the +marketplace; + regulatory authorities may withdraw approvals of the product; + we may be required to change the way our product candidates are distributed or +administered, conduct additional clinical trials, change the labeling or add additional +warnings on the labeling of such products; + we may be required to develop risk evaluation and mitigation measures for the +product or, if risk evaluation and mitigation measures are already in place, to +incorporate additional requirements under the risk evaluation and mitigation +measures; + we may be subject to regulatory investigations and government enforcement action; + a severe decrease in the demand for, and sales of, the relevant products; + we could be sued and held liable for harm caused to subjects or patients; and + our reputation may suffer. +Any of these events could prevent us from achieving or maintaining market acceptance +of the particular product candidate, and could significantly harm our business and results of +operations. +Our approved product and product candidates, if and when approved, will be subject to +ongoing regulatory obligations and continued regulatory review, which may result in +significant additional expense. We may be subject to penalties and other negative +consequences if we fail to comply with the applicable regulatory requirements or +experience unanticipated problems with our products. +Our approved product and product candidates, to be approved by the regulators, are and +will be subject to ongoing regulatory requirements with respect to labeling, packaging, storage, +advertising, promotion, sampling, record-keeping, conducting post-market studies, submission +of safety, efficacy, and other post-market information, and other requirements of regulatory +authorities in China and other applicable jurisdictions where the products are approved. As +such, we are and will be subject to continual review and inspections by the regulators in order +to assess our compliance with applicable laws and requirements and adherence to commitments +we made in any application materials with the NMPA or other comparable regulatory +authorities. +RISK FACTORS +–6 3– + + +--- page 75 --- +The NMPA and other comparable regulatory authorities strictly regulate the marketing, +labeling, advertising and promotion of products placed on the market. The regulatory approvals +for our product candidates and any approvals that we receive for our product candidates are and +may be subject to limitations on the indicated uses for which our product candidates may be +marketed. Products may be promoted only for their approved application and for use in +accordance with the provisions of the approved label. The approvals we obtain may also be +subject to other conditions which may require potentially costly post-marketing testing and +surveillance to monitor the safety and efficacy of our product candidates. Such limitations and +conditions could adversely affect the commercial potential of our product candidates. +The NMPA or other comparable regulatory authorities may seek to impose a consent +decree or withdraw marketing approval if compliance with these ongoing regulatory +requirements and standards is not maintained or if problems occur after the product reaches the +market. Later discovery of previously unknown problems with our approved product or product +candidates including adverse events of unanticipated severity or frequency, or with our +manufacturing processes, or failure to comply with regulatory requirements, may result in +revisions to the approved labeling or requirements to add new safety information, imposition +of post-market studies or clinical studies to assess new safety risks, or imposition of +distribution restrictions or other restrictions under a risk evaluation and mitigation program. +Other potential consequences include, among other things: + restrictions on the marketing of our approved product and product candidates, +withdrawal of the product from the market, or voluntary or mandatory product +recalls; + fines, untitled or warning letters, or holds on clinical trials; + refusal by the NMPA or other comparable regulatory authorities to approve pending +applications or supplements to approved applications filed by us or suspension or +revocation of license approvals or withdrawal of approvals; + product seizure or detention, or refusal to permit the import or export of our +approved product and product candidates; and/or + injunction or imposition of civil or criminal penalties. +We cannot predict the likelihood, nature or extent of governmental policies or regulations +that may arise from future legislation or administrative actions in China or overseas, where the +regulatory environment is constantly evolving. If we are slow or unable to adapt to changes in +existing requirements or the adoption of new requirements or policies, or if we are unable to +maintain regulatory compliance, we may lose any regulatory approval that we have obtained +and we may not achieve or sustain profitability. In addition, if we were able to obtain +conditional approval of any of our product candidates, the NMPA and other equivalent +regulatory authorities may require us to conduct a confirmatory study to verify the predicted +clinical benefit and additional safety studies. The results from the confirmatory study may not +support the clinical benefit, which would result in the approval being withdrawn. While +operating under conditional approval, we will be subject to certain restrictions that we would +not be subject to upon receiving regular approval. +If we or parties on whom we rely fail to maintain or renew the necessary permits, licenses +and certificates required for the development and production of our approved product or +product candidates, our ability to conduct our business could be materially impaired. +Companies manufacturing medical devices in China are required to obtain, maintain and +renew various permits, licenses and certificates to develop, produce, promote and sell products, +including but not limited to the Registration Certificate for Medical Device ( ᔼᐕኜൗ̅ᗇ) +and the Medical Device Production License ( ᔼᐕኜ͛ପ̙ᗇ). Furthermore, third parties, +such as research institutions, distributors and suppliers on whom we may rely to develop, +produce, promote, sell and distribute our products, may be subject to similar requirements. We +and third parties on whom we rely may be also subject to regular inspections, examinations, +inquiries or audits by regulatory authorities, and an adverse outcome of such inspections, +examinations, inquiries or audits may result in the loss or non-renewal of the relevant permits, +licenses and certificates. Moreover, the criteria used in reviewing applications for, or renewals +RISK FACTORS +–6 4– + + +--- page 76 --- +of, permits, licenses and certificates may change from time to time, and there can be no +assurance that we or the third parties on whom we rely will be able to meet new criteria that +may be imposed to obtain or renew the necessary permits, licenses and certificates. Many of +such permits, licenses and certificates are material to the operation of our business, and if we +or parties on whom we rely fail to maintain or renew material permits, licenses and certificates, +our ability to conduct our business could be materially impaired. Furthermore, if the +interpretation or implementation of existing laws and regulations change, or new regulations +come into effect, requiring us or parties on whom we rely to obtain any additional permits, +licenses or certificates that were previously not required to operate our business, there can be +no assurance that we or parties on whom we rely will successfully obtain such permits, licenses +or certificates in a timely manner or at all. +Recently enacted and future legislation may increase the difficulty and cost for us to +obtain regulatory approval of or successfully commercialize our products and therefore +adversely affect our business. +In China and some other jurisdictions, a number of legislative and regulatory changes and +proposed changes regarding healthcare could prevent or delay regulatory approval of our +product candidates, restrict or regulate post-approval activities and affect our ability to +profitably sell our products for which we obtain regulatory approval. In recent years, there have +been and will likely continue to be efforts to enact administrative or legislative changes to +healthcare laws and policies, including measures which may result in more rigorous coverage +criteria and downward pressure on the price that we receive for any approved product. Any +reduction in reimbursement from government programs may result in a similar reduction in +payments from private payors. The implementation of cost containment measures or other +healthcare reforms may prevent us from being able to generate revenue, attain profitability, or +successfully commercialize our products. +Legislative and regulatory proposals have been made to expand post-approval +requirements for medical devices. We cannot be sure whether additional legislative changes +will be enacted, or whether NMPA regulations, guidance or interpretations will be changed, or +what the impact of such changes on the regulatory approvals of our products may be. For +example, according to the Regulations on the Supervision and Administration of Medical +Devices (2024 Revision) ( ᔼᐕኜ္ຖ၍ଣૢԷ(2024ࠈࡌ)) effective on January 20, +2025, medical device companies are required to establish a quality management system and +monitor and evaluate post-approval risks and adverse events caused by the products. The +impact of these more specific requirements and whether they will adversely affect the +registration of our products with the NMPA is yet to be observed. +We may be restricted from transferring our scientific data abroad. +On March 17, 2018, the General Office of the State Council promulgated the Measures +for the Management of Scientific Data () (the “ Scientific Data +Measures ”), which provides a broad definition of scientific data and relevant rules for the +management of scientific data. According to the Scientific Data Measures, enterprises in China +must seek governmental approval before any scientific data involving a state secret may be +transferred abroad or to foreign parties. Further, any researcher conducting research funded at +least in part by the Chinese government is required to submit relevant scientific data for +management by the entity to which such researcher is affiliated before such data may be +published in any foreign academic journal. Given the term state secret is not clearly defined, +if and to the extent our research and development of product candidates will be subject to the +Scientific Data Measures and any subsequent laws as required by the relevant government +authorities, we cannot assure you that we can always obtain relevant approvals for sending +scientific data (such as the results of our preclinical studies or clinical trials conducted within +China) abroad or to our foreign partners in China. If we are unable to obtain necessary +approvals in a timely manner, or at all, our research and development of product candidates +may be hindered, which may materially and adversely affect our business, financial condition +and results of operations. If the relevant government authorities consider the transmission of +our scientific data to be in violation of the requirements under the Scientific Data Measures, +we may be subject to fines and other administrative penalties imposed by those government +authorities. +RISK FACTORS +–6 5– + + +--- page 77 --- +Non-compliance with relevant laws and regulations on social insurance and housing +provident fund payments of the PRC may have an adverse impact on our business, +financial condition and results of operations. +Companies operating in China are required to participate in various employee benefit +plans, including social insurance, housing provident funds and other welfare-oriented payment +obligations. The amounts of contributions should be equal to the prescribed percentages of +salaries, including bonuses and allowances, of the employees up to a maximum amount +specified by the local governments from time to time, at the locations where the companies +operate their businesses. The contributions shall be paid under the company’s own accounts +instead of making payments under third-party accounts. According to the relevant PRC laws +and regulations, an employer who fails to pay social insurance contributions at a rate and based +on an amount prescribed by the law, or at all, may be ordered by social insurance contributions +collection institutions to rectify the non-compliance and pay the required contributions within +a stipulated deadline and be subject to a late payment fee of up to 0.05% per day. If the +employer still fails to rectify the failure to make social insurance contributions within the +stipulated deadline, it may be subject to a fine ranging from one to three times of the amount +overdue. In addition, an employer that has not made housing provident fund contributions at +a rate and based on an amount prescribed by the law, or at all, may be ordered by the housing +provident fund management center to rectify the non-compliance and pay the required +contributions within a stipulated deadline. If the employer still fails to rectify the failure to +make housing provident contributions within the stipulated deadline, it may be subject to the +court’s compulsory enforcement. Further, pursuant to Interpretation II, any agreement or +undertaking between an employee and an employer under which social insurance contributions +are not made is invalid. Even where an employee voluntarily agrees to waive social insurance +participation or has previously received social insurance subsidies, the employer remains +subject to the statutory obligation to make social insurance contributions. Where social +insurance contributions are not made in accordance with law, the employee is entitled to +terminate the employment contract at any time and claim statutory economic compensation, +and the relevant regulatory authorities may order the employer to make supplemental +contributions and impose administrative penalties. +During the Track Record Period, due to the personal need of employees to pay social +insurance and housing provident fund in different locations, we engaged third-party human +resource agencies to pay social insurance and housing provident funds for a small number of +our employees. Since May 2026, we have discontinued the use of third-party agencies for +contributions and made such contributions directly for our employees. We might be subject to +additional contribution, late payment fee and/or penalties imposed by the relevant authorities +if the third-party human resource agencies failed to pay the social insurance or housing +provident funds for the relevant employees in full amount and/or in a timely manner, or if the +validity of such arrangements are challenged by relevant authorities. If we are subject to +investigations related to non-compliance with labor laws and are imposed severe penalties or +incur significant legal fees in connection with labor law disputes or investigations, our +business, financial condition and results of operations may be adversely affected. +We are subject to filing and other requirements from the CSRC or other PRC government +authorities in connection with any future capital raising activities. +On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of +Overseas Securities Offering and Listing by Domestic Companies ( ྤʫΆุྤ̮೯БᗇՎձ +) (the “ Trial Administrative Measures ”) and relevant supporting +guidelines, which came into effect on March 31, 2023. The Trial Administrative Measures have +comprehensively improved and reformed the existing regulatory regime for overseas offering +and listing of PRC domestic companies’ securities and will regulate both direct and indirect +overseas offering and listing of PRC domestic companies’ securities. Any such domestic +company that is deemed to conduct overseas offering and listing activities shall file with the +CSRC in accordance with the Trial Administrative Measures. +We are subject to filing requirements for any of our future offerings after the Global +Offering. We cannot assure you that we will be able to get clearance of our filing procedures +under the Trial Administrative Measures on a timely basis, or at all. Any failure on our part to +fully comply with such regulatory requirements may significantly limit or completely hinder +RISK FACTORS +–6 6– + + +--- page 78 --- +our ability to sell our securities to investors, cause significant disruption to our business +operations, and severely damage our reputation, which could affect our financial condition and +results of operations and cause our securities to decline in value or become worthless. +RISKS RELATING TO THE GLOBAL OFFERING +No public market currently exists for our H Shares. An active trading market for our H +Shares may not develop and the market price and trading volume of our H Shares may +be volatile. +No public market currently exists for our H Shares. The Offer Price for our H Shares to +the public will be the result of negotiations between our Company and the Overall +Coordinators, and the Offer Price may differ significantly from the market price of the H +Shares following the Global Offering. We have applied to the Stock Exchange for the listing +of, and permission to deal in, the H Shares. A listing on the Stock Exchange, however, does not +guarantee that an active and liquid trading market for our H Shares will develop, or if it does +develop, that it will be sustained following the Global Offering, or that the market price of the +H Shares will not decline following the Global Offering. +The price and trading volume of our H Shares may be subject to significant volatility in +response to various factors beyond our control, including the general market conditions of the +securities in Hong Kong and elsewhere in the world. In particular, the business, results of +operations and the market price of the shares of other companies engaging in similar business +may affect the price and trading volume of our H Shares. In addition to market and industry +factors, the price and trading volume of our H Shares may be highly volatile for reasons +specific to our business, such as the results of clinical trials of our product candidates, the +results of our applications for approval of our product candidates, regulatory developments and +healthcare policies directly affecting us, the commercialization results of our approved +products, fluctuations in our cash flows, investments and expenditures, relationships with our +suppliers, movements or activities of key personnel or actions taken by competitors, among +others. Moreover, shares of other surgical robot companies listed on the Stock Exchange have +experienced price volatility in the past, and it is possible that our H Shares may be subject to +changes in price not directly related to our performance. +Future sales or perceived sales or conversion of significant amounts of our H Shares in the +public market following the Global Offering could materially and adversely affect the +price of our H Shares. +The market price of our H Shares could decline as a result of future sales of a substantial +number of our H Shares or other securities relating to our H 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, or anticipated sales, of substantial amounts of our securities, including any +future offerings, could also materially and adversely affect our ability to raise capital at a +specific time and on terms favorable to us. In addition, our Shareholders may experience +dilution in 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 the H Shares. +In addition, while investors subscribing shares in the Global Offering are not subject to +any restrictions on the disposal of the H Shares they subscribed (except otherwise disclosed in +this prospectus), they may have existing arrangements or agreement to dispose part or all of the +H Shares they hold immediately or within certain period upon completion of the Global +Offering for legal and regulatory, business and market, or other reasons. Such disposal may +occur within a short period or any time or period after the Listing Date. +Any sale of the H Shares subscribed by such investors pursuant to such arrangement or +agreement could adversely affect the market price of our H Shares and any sizeable sale could +have a material and adverse effect on the market price of our H Shares and could cause +substantial volatility in the trading volume of our H Shares. +RISK FACTORS +–6 7– + + +--- page 79 --- +Y ou will incur immediate and significant dilution and may experience further dilution if +we issue additional Shares or equity securities in the future. +The Offer Price of the H Shares is higher than the net tangible asset value per H Share +immediately prior to the Global Offering. Therefore, purchasers of the H Shares in the Global +Offering will experience an immediate dilution. In order to expand our business, we may +consider offering and issuing additional Shares in the future. Purchasers of the H Shares may +experience dilution if we issue additional Shares in the future at a price which is lower than +the net tangible asset value per Share at that time. Furthermore, we may issue Shares through +the employee incentive platforms, which would further dilute Shareholders’ interests in our +Company. +Certain facts, forecasts and statistics in this prospectus are derived from various official +government sources and have not been independently verified by us. +Certain statistics, information and data contained in this prospectus relating to China and +elsewhere in the world, and the industry in which we operate have been derived from various +official government publications. Information and statistics from official government sources +have not been independently verified by us or any other parties involved in the Global Offering +and no representation is given as to their accuracy. Due to possibly flawed or ineffective +collection methods and analysis or discrepancies between published information and market +practice, statistics, information and data from official government sources in this prospectus +may be inaccurate or may not be comparable to statistics, information and data produced with +respect to other economies. Further, there is no assurance that they are stated or compiled on +the same basis or with the same degree of accuracy as the case may be in other jurisdictions. +In all cases, investors should give consideration as to how much weight or importance they +should attach to or place on such information, statistics and data from official government +sources. +Payment of dividends is subject to restrictions under the PRC law and there is no +assurance whether and when we will pay dividends. +No dividend has been paid or declared by the Company during the Track Record Period. +Under the applicable PRC laws, the payment of dividends may be subject to certain limitations. +The calculation of our profit under applicable accounting standards differs in certain respects +from the calculation under IFRS. As a result, we may not be able to pay a dividend in a given +year even if we were profitable as determined under IFRS. Our Board may declare dividends +in the future after taking into account our results of operations, financial condition, cash +requirements and availability and other factors as it may deem relevant at such time. Any +declaration and payment as well as the amount of dividends will be subject to our constitutional +documents and the PRC laws and regulations and requires approval at our Shareholders’ +meeting. No dividend shall be declared or payable except out of our profits and reserves +lawfully available for distribution. +Y ou should read the entire prospectus carefully, and we strongly caution you not to place +any reliance on any information contained in press articles or other media regarding us +or the Global Offering. +Prior to the publication of this prospectus, there has been coverage in the media regarding +us and the Global Offering, which contained 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 any responsibility for the accuracy or completeness of such media coverage +or forward-looking statements. We make no representation as to the appropriateness, accuracy, +completeness or reliability of any information disseminated in the media. We disclaim any +information in the media to the extent that such information is inconsistent or conflicts with +the information contained in this prospectus. 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. +RISK FACTORS +–6 8– + + +--- page 80 --- +In preparation for the Global Offering, we have applied for the following waivers from +strict compliance with the relevant provisions of the Listing Rules and the following exemption +from compliance with the Companies (Winding Up and Miscellaneous Provisions) Ordinance: +W AIVER IN RELATION TO MANAGEMENT PRESENCE IN HONG KONG +Pursuant to Rule 8.12 of the Listing Rules, we must have sufficient management presence +in Hong Kong, which normally means that at least two of our executive Directors must be +ordinarily resident in Hong Kong. As of the Latest Practicable Date, none of our executive +Directors resided in Hong Kong. +Pursuant to Rule 19A.15 of the Listing Rules, the requirement in Rule 8.12 may be +waived by having regard to, among other considerations, the applicant’s arrangements for +maintaining regular communication with the Stock Exchange. +Since our Group’s principal business operations are primarily conducted in the PRC, and +all our executive Directors ordinarily reside outside Hong Kong, our Company considers that +it would be practically difficult and commercially unreasonable and undesirable for our +Company to arrange for two executive Directors to be ordinarily resident in Hong Kong, either +by means of relocation of existing executive Directors or appointment of additional executive +Directors. Therefore, we do not and, in the foreseeable future, will not have sufficient +management presence in Hong Kong for the purpose of satisfying the requirements under Rule +8.12 of the Listing Rules. +Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied for, and the +Stock Exchange has granted, a waiver from strict compliance with the requirements under Rule +8.12 of the Listing Rules, subject to the following conditions. We will ensure that there is an +effective channel of communication between us and the Stock Exchange by way of the +following arrangements: +1. we have appointed Ms. Chen Miaoping (“() Ms. Chen ”) and Ms. Lam Wai +Yee Sophie (“() Ms. Lam ”) as our authorized representatives (the +“Authorized Representatives ”) pursuant to Rule 3.05 of the Listing Rules. The +Authorized Representatives will act as our principal channel of communication with +the Stock Exchange. Each of the Authorized Representatives will be readily +contactable by phone, facsimile and email to promptly deal with enquiries from the +Stock Exchange, and will also be available to meet with the Stock Exchange to +discuss any matter within a reasonable period of time upon request of the Stock +Exchange; +2. when the Stock Exchange wishes to contact our Directors on any matter, each of the +Authorized Representatives will have all necessary means to contact all of our +Directors (including our independent non-executive Directors) and senior +management team promptly at all times. Our Company will also inform the Stock +Exchange promptly in respect of any changes in the Authorized Representatives. We +have provided the Stock Exchange with the contact details (i.e., mobile phone +number, office phone number, fax number and email address) of each of our +Authorized Representatives and our Directors to facilitate communication with the +Stock Exchange; +3. all Directors who do not ordinarily reside in Hong Kong possess or can apply for +valid travel documents to visit Hong Kong and can meet with the Stock Exchange +within a reasonable period of time upon request; +4. in compliance with Rule 3A.19 of the Listing Rules, we have appointed Maxa +Capital Limited as our compliance advisor (the “ Compliance Advisor ”), which has +access at all times to our Authorized Representatives, Directors and other officers of +our Company, and will act as an additional channel of communication with the Stock +Exchange. Our Company will keep the Stock Exchange up to date in respect of any +change to such details. Our Authorized Representatives, Directors and other officers +of our Company will provide promptly such information and assistance as the +W AIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS +UNDER THE LISTING RULES AND EXEMPTION FROM THE COMPANIES +(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE +–6 9– + + +--- page 81 --- +Compliance Advisor may reasonably require in connection with the performance of +the Compliance Advisor’s duties as set forth in Chapter 3A of the Listing Rules. +There will be adequate and efficient means of communication between our +Company, the Authorized Representatives, our Directors and other officers and the +Compliance Advisor, and to the extent reasonably practicable and legally +permissible, our Company will keep the Compliance Advisor informed of all +communications and dealings between our Company and the Stock Exchange; and +5. we shall ensure that there are adequate and efficient means of communication among +our Company, our Authorized Representatives, our Directors, other officers and the +Compliance Advisor, and will keep the Compliance Advisor fully informed of all +communications and dealings between us and the Stock Exchange. +W AIVER IN RESPECT OF APPOINTMENT OF JOINT COMPANY SECRETARIES +Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we 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 +company secretary. +Note 1 to Rule 3.28 of the Listing Rules further provides that the Stock Exchange +considers that 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 provides that the Stock Exchange will consider +the following factors in assessing an individual’s “relevant experience”: +(i) length of employment with the issuer and other issuers and the roles he/she played; +(ii) 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; +(iii) relevant training taken and/or to be taken in addition to the minimum requirement +of taking not less than fifteen hours of relevant professional training in each +financial year under Rule 3.29 of the Listing Rules; and +(iv) professional qualifications in other jurisdictions. +We have appointed Ms. Chen, our executive Director, as one of our joint company +secretaries. In view of her experience within our Group and her thorough understanding of the +internal administration and business operations of our Group, our Directors consider that Ms. +Chen is a suitable person to act as a company secretary of our Company. In addition, as the core +business and operations of our Group are substantially based and conducted in the PRC, our +Directors believe that it is necessary to appoint Ms. Chen as a company secretary whose +presence in the headquarters of our Group enables her to attend to the day-to-day corporate +secretarial matters concerning our Group. +Given Ms. Chen does not possess the qualification and sufficient relevant experience +stipulated in Rule 3.28 of the Listing Rules, she is not able to solely fulfill the requirements +as a company secretary of a listed issuer stipulated under Rules 3.28 and 8.17 of the Listing +Rules. To provide assistance to Ms. Chen and enable her to acquire all qualifications and +experience as the company secretary of our Company required under Rule 3.28 of the Listing +Rules, we have also appointed Ms. Lam, a Chartered Secretary, a Chartered Governance +W AIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS +UNDER THE LISTING RULES AND EXEMPTION FROM THE COMPANIES +(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE +–7 0– + + +--- page 82 --- +Professional and a Fellow of The Chartered Governance Institute in the United Kingdom and +The Hong Kong Chartered Governance Institute, who 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 +to provide assistance to Ms. Chen for an initial period of three years from the Listing. +Since Ms. Chen does not possess the formal qualifications required of a company +secretary under Rule 3.28 of the Listing Rules, 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 Ms. Chen may act as a joint company +secretary of our Company. Pursuant to paragraph 11 of Chapter 3.10 of the Guide for New +Listing Applicants published by the Stock Exchange, the waiver will be for a fixed period of +time (the “ Waiver Period ”) and on the following conditions: +(i) the proposed company secretary must be assisted by a person who possesses the +qualifications or experience as required under Rule 3.28 of the Listing Rules and is +appointed as a joint company secretary throughout the Waiver Period; and +(ii) the waiver can be revoked if there are material breaches of the Listing Rules by the +issuer. +The waiver is valid for an initial period of three years from the Listing, and is granted on +the condition that Ms. Lam, as a joint company secretary of our Company, will work closely +with, and provide assistance to, Ms. Chen in the discharge of her duties as a joint company +secretary and in gaining the relevant company secretary experience as required under Rule 3.28 +of the Listing Rules and to become familiar with the requirements of the Listing Rules and +other applicable Hong Kong laws and regulations, for an initial period of three years +commencing on the Listing. +Given Ms. Lam’s professional qualifications and experience, she will be able to explain +to both Ms. Chen and our Company the relevant requirements under the Listing Rules. +Ms. Lam will also assist Ms. Chen 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. She is expected to work closely with Ms. Chen, and will maintain regular +contact with our Directors and the senior management of our Company. The waiver will be +revoked immediately if Ms. Lam ceases to provide assistance to Ms. Chen as a joint company +secretary for the three-year period after the Listing or where there are material breaches of the +Listing Rules by our Company. +In addition, Ms. Chen will comply with the annual professional training requirement +under Rule 3.29 of the Listing Rules and will enhance her knowledge of the Listing Rules +during the three-year period from the Listing. Ms. Chen will also be assisted by (a) the +Compliance Advisor, 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. +Prior to the expiration of the initial three-year period, we will evaluate the qualifications +and experience of Ms. Chen to determine whether the requirements as stipulated in Rules 3.28 +and 8.17 of the Listing Rules can be satisfied and whether the need for ongoing assistance of +Ms. Lam will continue. We will demonstrate and seek the Stock Exchange’s confirmation that +Ms. Chen, having benefited from the assistance of Ms. Lam 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. +For the biographical information of Ms. Chen and Ms. Lam, please see “Directors and +Senior Management” in this prospectus. +W AIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS +UNDER THE LISTING RULES AND EXEMPTION FROM THE COMPANIES +(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE +–7 1– + + +--- page 83 --- +EXEMPTION FROM STRICT COMPLIANCE WITH SECTION 342(1)(B) OF THE +COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE IN +RELATION TO PARAGRAPH 27 OF PART I AND PARAGRAPH 31 OF PART II OF +THE THIRD SCHEDULE TO THE COMPANIES (WINDING UP AND +MISCELLANEOUS PROVISIONS) ORDINANCE +Pursuant to 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 to the Companies (Winding Up and Miscellaneous Provisions) Ordinance (the “ Third +Schedule ”) and set out the reports specified in Part II of the Third Schedule. +Pursuant to paragraph 27 of Part I of the Third Schedule, the prospectus must specify a +statement as to the gross trading income or sales turnover (as may be appropriate) of the +company during each of the three financial years immediately preceding the issue of the +prospectus including an explanation of the method used for the computation of such income or +turnover and a reasonable breakdown between the more important trading activities. +Pursuant to paragraph 31 of Part II of the Third Schedule, the prospectus must set out a +report by the auditors of the company with respect to (i) profits and losses of the company for +each of three financial years immediately preceding the issue of the prospectus and (ii) assets +and liabilities of the company at the last date of each of the three financial years immediately +preceding the issue of the prospectus. +Pursuant to section 342A(1) of the Companies (Winding Up and Miscellaneous +Provisions) Ordinance, the SFC may issue, subject to such conditions (if any) as the SFC thinks +fit, a certificate of exemption from compliance with the relevant requirements under the +Companies (Winding Up and Miscellaneous Provisions) Ordinance if, having regard to the +circumstances, the SFC considers that the exemption will not prejudice the interest of the +investing public and compliance with any or all of those requirements would be irrelevant or +unduly burdensome, or would otherwise be unnecessary or inappropriate. +Pursuant to Rule 4.04(1) of the Listing Rules, the consolidated results of the issuer and +its subsidiaries in respect of each of the three financial years immediately preceding the issue +of the listing document or such shorter period as may be acceptable to the Stock Exchange must +be included in the accountants’ report to its prospectus. +Rule 18A.03(3) of the Listing Rules requires that a biotech company must have been in +operation in its current line of business for at least two financial years prior to listing under +substantially the same management. Pursuant to Rule 18A.06 of the Listing Rules, a biotech +company must comply with Rule 4.04 of the Listing Rules modified so that references to “three +financial years” or “three years” in Rule 4.04 shall instead reference to “two financial years” +or “two years”, as the case may be. Further, pursuant to Rule 8.06 of the Listing Rules, the +latest financial period reported on by the reporting accountants for a new applicant must not +have ended more than six months from the date of the listing document. +In compliance with the above mentioned requirements under the Listing Rules, the +Accountants’ Report of our Company set out in Appendix I to this prospectus is currently +prepared to cover the two financial years ended December 31, 2024 and 2025. +Accordingly, the Joint Sponsors have applied, on behalf of our Company, to the SFC for +an exemption from strict compliance with the requirements under section 342(1)(b) of the +Companies (Winding Up and Miscellaneous Provisions) Ordinance in relation to paragraph 27 +of Part I and paragraph 31 of Part II of the Third Schedule on the following grounds: +(a) our Company is primarily engaged in developing and commercializing percutaneous +puncture and ablation surgical robots in China, and falls within the scope of biotech +company as defined under Chapter 18A of the Listing Rules. Our Company will +fulfill the additional conditions for listing required under Chapter 18A of the Listing +Rules; +W AIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS +UNDER THE LISTING RULES AND EXEMPTION FROM THE COMPANIES +(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE +–7 2– + + +--- page 84 --- +(b) the Accountants’ Report for the two years ended December 31, 2024 and 2025 has +been disclosed in this prospectus and set out in Appendix I to this prospectus in +accordance with Rule 18A.06 of the Listing Rules; +(c) notwithstanding that the financial results set out in this prospectus are only for the +two financial years ended December 31, 2024 and 2025 in accordance with Chapter +18A of the Listing Rules, other information required to be disclosed under the +Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) +Ordinance has been adequately disclosed in this prospectus pursuant to the relevant +requirements; +(d) given that Chapter 18A of the Listing Rules provides that the minimum track record +period for biotech companies in terms of financial disclosure is two years, strict +compliance with the requirements of section 342(1)(b) of the Companies (Winding +Up and Miscellaneous Provisions) Ordinance and paragraph 27 of Part I and +paragraph 31 of Part II of the Third Schedule to the Companies (Winding Up and +Miscellaneous Provisions) Ordinance would be unnecessary and/or irrelevant in the +circumstance of our Company; +(e) our Directors confirm that, up to the date of this prospectus, there has been no +material adverse change to the financial and trading positions or prospects of our +Company since December 31, 2025 (immediately following the date of the latest +audited statement of financial position in the Accountants’ Report set out in +Appendix I to this prospectus) and there has been no event which would materially +affect the information shown in the Accountants’ Report as set out in Appendix I and +the section headed “Financial Information” in this prospectus and other parts of the +prospectus. Based on the independent due diligence conducted by the Joint +Sponsors, nothing has come to the attention of the Joint Sponsors that would +reasonably cast doubt on our Directors’ view above; and +(f) our Directors are of the view that the Accountants’ Report covering the two years +ended December 31, 2024 and 2025 included in this prospectus, together with other +disclosures in this prospectus, have already provided potential investors with +adequate and reasonably up-to-date information in the circumstances to form a view +on our Company’s track record and financing trend. In addition, our Directors +confirm that all information which is necessary for the investing public to make an +informed assessment of the activities, assets and liabilities, financial position, +trading position, management and prospects of our Group has been included in this +prospectus. Therefore, the exemption would not prejudice the interests of the +investing public. +The SFC has granted us a certificate of exemption under section 342A of the Companies +(Winding Up and Miscellaneous Provisions) Ordinance from strict compliance with section +342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance in relation +to paragraph 27 of Part I and paragraph 31 of Part II of the Third Schedule on the conditions +that: +(a) the particulars of the exemption are disclosed in this prospectus; and +(b) this prospectus will be issued on or before June 22, 2026. +W AIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS +UNDER THE LISTING RULES AND EXEMPTION FROM THE COMPANIES +(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE +–7 3– + + +--- page 85 --- +DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS +This prospectus, for which our Directors (including any proposed Director who is named +as such in this prospectus) collectively and individually accept full responsibility, includes +particulars given in compliance with the Companies (Winding Up and Miscellaneous +Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (Chapter 571V +of the Laws of Hong Kong) and the Listing Rules for the purpose of giving information to the +public with regard to our Group. Our Directors, having made all reasonable enquiries, confirm +that to the best of their knowledge and belief, the information contained in this prospectus is +accurate and complete in all material respects and not misleading or deceptive, and there are +no other matters the omission of which would make this prospectus or any statement in this +prospectus misleading. +CSRC FILING +We have submitted a filing to the CSRC for application of listing of our H Shares on the +Stock Exchange on December 10, 2025. The CSRC issued a notification on May 19, 2026 +confirming our completion of filing procedures for the Listing and the Global Offering. No +other approvals from the CSRC are required to be obtained for the Listing. The CSRC accepts +no responsibility for the financial soundness of us or for the accuracy of any of the statements +made or opinions expressed in this prospectus. +INFORMATION ON THE GLOBAL OFFERING, STRUCTURE AND CONDITIONS OF +THE GLOBAL OFFERING AND PROCEDURES FOR APPLICATION FOR HONG +KONG OFFER SHARES +The Hong Kong Offer Shares are offered solely on the basis of the information contained, +representations made, and on and subject to the terms and conditions set out, in this prospectus. +No person is authorized to give any information in connection with the Global Offering or to +make any representation not contained in this prospectus, and any information or +representation not contained in this prospectus must not be relied upon as having been +authorized by our Company, the Joint Sponsors, the Sponsor-Overall Coordinator, the Overall +Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, +the Underwriters, the Capital Market Intermediaries, any of their respective directors, officers, +agents, employees, representatives or advisors or any other person or party involved in the +Global Offering. +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. +Details of the structure of the Global Offering, including its conditions and the +arrangements relating to the Over-allotment Option and stabilization, are set out in “Structure +of the Global Offering” and the procedures for applying for the Hong Kong Offer Shares are +set out in “How to Apply for Hong Kong Offer Shares”. +OVER-ALLOTMENT OPTION AND STABILIZATION +Details of the arrangements relating to the Over-allotment Option and stabilization are set +out in the section headed “Structure of the Global Offering”. Assuming that the Over-allotment +Option is exercised in full, our Company may be required to issue up to an aggregate of +534,700 additional H Shares. +UNDERWRITING +This prospectus is published solely in connection with the Hong Kong Public Offering, +which forms part of the Global Offering. For applicants under the Hong Kong Public Offering, +this prospectus sets out the terms and conditions of the Hong Kong Public Offering. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–7 4– + + +--- page 86 --- +The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the +Overall Coordinators. The Hong Kong Public Offering is fully underwritten by the Hong Kong +Underwriters under the terms of the Hong Kong Underwriting Agreement and is subject to us +and the Overall Coordinators (for themselves and on behalf of the other Underwriters) agreeing +on the Offer Price. The International Offering is expected to be fully underwritten by the +International Underwriters subject to the terms and conditions of the International +Underwriting Agreement, which is expected to be entered into on or around the Price +Determination Date. +If, for any reason, our Company and the Overall Coordinators (for themselves and on +behalf of the other Underwriters) are unable to reach an agreement on the Offer Price by 12:00 +noon on Friday, June 26, 2026, the Global Offering will not proceed and will lapse. For full +information about the Underwriters and the underwriting arrangements, see “Underwriting” in +this prospectus. +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 Offer Shares to, confirm that +he/she is aware of the restrictions on offers of the Offer Shares described in this prospectus. +No action has been taken to permit a public offering of the Offer Shares in any +jurisdiction other than in Hong Kong, or the distribution of this prospectus in any jurisdiction +other than Hong Kong. Accordingly, 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 Global Offering of the +Offer Shares in other jurisdictions are subject to restrictions and may not be made except as +permitted under the applicable securities laws of such jurisdictions pursuant to registration +with or authorization by the relevant securities regulatory authorities or an exemption +therefrom. In particular, the Offer Shares have not been offered and sold, and will not be +offered and sold, directly or indirectly, in the PRC or the United States. +APPLICATION FOR LISTING ON THE STOCK EXCHANGE +We have applied to the Stock Exchange for the granting of the listing of, and permission +to deal in, our H Shares in issue and to be issued pursuant to the Global Offering (including +the additional H Shares which may be issued pursuant to the exercise of the Over-allotment +Option). +Save as disclosed in this prospectus, no part of our Company’s H Shares or debt securities +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 as of the Latest Practicable Date. All the H Shares will be +registered on the H Share register of members of our Company in order to enable them to be +traded on the Stock Exchange. +Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions) +Ordinance, any allotment made in respect of any applications will be invalid if the listing of, +and permission to deal in, the H Shares on the Stock Exchange is refused before the expiration +of three weeks from the date of the closing of the application lists, or such longer period (not +exceeding six weeks) as may, within the said three weeks, be notified to our Company by the +Stock Exchange. +COMMENCEMENT OF DEALINGS IN THE H SHARES +Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 +a.m. on Tuesday, June 30, 2026, it is expected that dealings in the H Shares on the Stock +Exchange will commence at 9:00 a.m. on Tuesday, June 30, 2026. The H Shares will be traded +in board lots of 20 H Shares each. The stock code of the H Shares will be 2697. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–7 5– + + +--- page 87 --- +H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS +Subject to the granting of the listing of, and permission to deal in, our H Shares on the +Stock Exchange and our compliance with the stock admission requirements of HKSCC, our H +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 HKSCC chooses. Settlement of +transactions between Exchange Participants (as defined in the Listing Rules) is required to take +place in CCASS on the second settlement day after any trading day. +All activities under CCASS are subject to the General Rules of HKSCC and HKSCC +Operational Procedures in effect from time to time. Investors should seek the advice of their +stockbroker or other professional advisors for details of the settlement arrangements as such +arrangements may affect their rights and interests. +All necessary arrangements have been made to enable the H Shares to be admitted into +CCASS. +H SHARE REGISTER OF MEMBERS AND STAMP DUTY +All H Shares issued pursuant to applications made in the Hong Kong Public Offering and +the International Offering will be registered on our Company’s H Share register of members to +be maintained by our H Share Registrar, Tricor Investor Services Limited, in Hong Kong. We +will maintain the Company’s principal register of members at our current registered office in +the PRC. +Dealings in the H Shares registered on our H Share register of members will be subject +to Hong Kong stamp duty. For further details of Hong Kong stamp duty, please seek +professional tax advice. +PROFESSIONAL TAX ADVICE RECOMMENDED +Potential investors in the Global Offering are recommended to consult their professional +advisors if they are in any doubt as to the taxation implications of subscribing for, purchasing, +holding or disposal of, or dealing in, our H Shares (or exercising rights attached to them). None +of us, the Joint Sponsors, the Sponsor-Overall Coordinator, the Overall Coordinators, the Joint +Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market +Intermediaries, the Underwriters, any of their respective directors, agents, employees or +advisors 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 or disposal of, dealing in, or the exercise of any rights in relation to, our H Shares. +EXCHANGE RATE CONVERSION +Solely for your convenience, this prospectus contains translations among certain amounts +denominated in Renminbi, Hong Kong dollars and U.S. dollars. +Unless otherwise specified, amounts denominated in Hong Kong dollars and Renminbi +have been translated, for the purpose of illustration only, into U.S. dollars in this prospectus +at the following exchange rates: +HK$1.00 to RMB0.87 (being the prevailing exchange rate on June 14, 2026 set by the +PBOC) +US$1.00 to RMB6.81 (being the prevailing exchange rate on June 14, 2026 set by the +PBOC) +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. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–7 6– + + +--- page 88 --- +LANGUAGE +If there is any inconsistency between the English version of this prospectus and its +Chinese translation, the English version shall prevail. +For ease of reference, the names of Chinese laws and regulations, governmental +authorities, institutions, natural persons or other entities (including certain of our subsidiaries) +have been included in this prospectus in both the Chinese and English languages. In the event +of inconsistency, the Chinese versions shall prevail. English translations of company names +and other terms from the Chinese language are provided for identification purposes only. +ROUNDING +Certain amounts and percentage figures included in this prospectus have been subject to +rounding adjustments, or have been rounded to a set number of 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 +–7 7– + + +--- page 89 --- +DIRECTORS +Names Residential address Nationality +Executive Directors +Ms. Cheong Hou Iam () Building 95, Xisanqi Huayuan +2 Li, Haidian District +Beijing +PRC +Chinese +(Macau) +Ms. Chen Miaoping (Room 301, Unit 2, Building 8 +Country Garden Canglong Mansion +No. 317 Fushi Road +Dashi Street Panyu District +Guangzhou +PRC +Chinese +Ms. Guo Jian ( ெ) House 58 +Qinghe Maofang Road +Haidian District +Beijing +PRC +Chinese +Non-executive Director +Ms. Mo Jinling (ޛږRoom 2612, No. 30-6 +Yingfeng Road +Haizhu District +Guangzhou +PRC +Chinese +Independent non-executive +Directors +Dr. Liu Lianggang ( ᄎԄ፻) Room 3102, Unit 2 +Building 19, Phase III +Gree Plaza, Shihua West Road +Jida Subdistrict, Zhuhai +PRC +Chinese +(Macau) +Mr. Ng Kun Seng Chris +(༐) +Flat A, 3/F, Tower 1 +Chatham Gate +388 Chatham Road North +Kowloon +Hong Kong +Chinese +(Hong Kong) +Mr. Ma Jianming ( ৵ᄏჼ) Room 2103, No. 9 +Lane 1333, Lanzhou Road +Yangpu District, Shanghai +PRC +Chinese +Please refer to the section headed “Directors and Senior Management” in this prospectus +for further information on our Directors. +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–7 8– + + +--- page 90 --- +PARTIES INVOLVED IN THE GLOBAL OFFERING +Joint Sponsors China International Capital Corporation +Hong Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +DBS Asia Capital Limited +73/F, The Center +99 Queen’s Road Central +Central +Hong Kong +Sponsor-Overall Coordinator DBS Asia Capital Limited +73/F, The Center +99 Queen’s Road Central +Central +Hong Kong +Overall Coordinators China International Capital Corporation +Hong Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +DBS Asia Capital Limited +73/F, The Center +99 Queen’s Road Central +Central +Hong Kong +Joint Global Coordinators China International Capital Corporation +Hong Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +DBS Asia Capital Limited +73/F, The Center +99 Queen’s Road Central +Central +Hong Kong +ABCI Capital Limited +11/F, 50 Connaught Road Central +Hong Kong +Joint Bookrunners China International Capital Corporation +Hong Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–7 9– + + +--- page 91 --- +DBS Asia Capital Limited +73/F, The Center +99 Queen’s Road Central +Central +Hong Kong +ABCI Capital Limited +11/F, 50 Connaught Road Central +Hong Kong +Funde Securities Limited +Unit 2203, 22/F, Tower 1 +Admiralty Centre +18 Harbour Road +Admiralty +Hong Kong +CMBC Securities Company Limited +34/F., One Exchange Square +8 Connaught Place +Central +Hong Kong +Livermore Holdings Limited +Unit 1214A, 12/F +Tower II Cheung Sha Wan Plaza +833 Cheung Sha Wan Road +Kowloon +Hong Kong +Open Securities Limited +Suite 3208-09 +32/F, Tower 6 +The Gateway +9 Canton Road +Kowloon, Hong Kong +SPDB International Capital Limited +33/F, SPD Bank Tower +One Hennessy +1 Hennessy Road +Hong Kong +Joint Lead Managers China International Capital Corporation +Hong Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +DBS Asia Capital Limited +73/F, The Center +99 Queen’s Road Central +Central +Hong Kong +ABCI Securities Company Limited +10/F, 50 Connaught Road Central +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–8 0– + + +--- page 92 --- +Funde Securities Limited +Unit 2203, 22/F, Tower 1 +Admiralty Centre +18 Harbour Road +Admiralty +Hong Kong +CMBC Securities Company Limited +34/F., One Exchange Square +8 Connaught Place +Central +Hong Kong +Livermore Holdings Limited +Unit 1214A, 12/F +Tower II Cheung Sha Wan Plaza +833 Cheung Sha Wan Road +Kowloon +Hong Kong +Open Securities Limited +Suite 3208-09 +32/F, Tower 6 +The Gateway +9 Canton Road +Kowloon, Hong Kong +South China Securities Limited +36/F., The Centrium +60 Wyndham Street +Central +Hong Kong +SPDB International Capital Limited +33/F, SPD Bank Tower +One Hennessy +1 Hennessy Road +Hong Kong +Capital Market Intermediaries China International Capital Corporation +Hong Kong Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +DBS Asia Capital Limited +73/F, The Center +99 Queen’s Road Central +Central +Hong Kong +ABCI Capital Limited +11/F, 50 Connaught Road Central +Hong Kong +ABCI Securities Company Limited +10/F, 50 Connaught Road Central +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–8 1– + + +--- page 93 --- +Funde Securities Limited +Unit 2203, 22/F, Tower 1 +Admiralty Centre +18 Harbour Road +Admiralty +Hong Kong +CMBC Securities Company Limited +34/F., One Exchange Square +8 Connaught Place +Central +Hong Kong +Livermore Holdings Limited +Unit 1214A, 12/F +Tower II Cheung Sha Wan Plaza +833 Cheung Sha Wan Road +Kowloon +Hong Kong +Open Securities Limited +Suite 3208-09 +32/F, Tower 6 +The Gateway +9 Canton Road +Kowloon, Hong Kong +South China Securities Limited +36/F., The Centrium +60 Wyndham Street +Central +Hong Kong +SPDB International Capital Limited +33/F, SPD Bank Tower +One Hennessy +1 Hennessy Road +Hong Kong +Legal Advisors to our Company As to Hong Kong laws +DeHeng Law Offices (Hong Kong) LLP +28/F, Henley Building +5 Queen’s Road Central +Hong Kong +Room 3507, 35/F +Edinburgh Tower +The Landmark +15 Queen’s Road Central +Central +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–8 2– + + +--- page 94 --- +Room 1111, 11/F +New World Tower I +16−18 Queen’s Road Central +Central +Hong Kong +As to the PRC laws +Beijing DeHeng Law Offices +12/F, Tower B +Focus Place +No. 19 Finance Street +Beijing +PRC +Legal Advisors to the Joint Sponsors +and the Underwriters +As to Hong Kong laws +DLA Piper Hong Kong +25/F, Three Exchange Square +8 Connaught Place +Central +Hong Kong +As to the PRC laws +Jingtian & Gongcheng +34/F, Tower 3 +China Central Place +77 Jianguo Road +Chaoyang District +Beijing +PRC +Auditor and reporting accountant Ernst & Y oung +Certified Public Accountants and Registered +Public Interest Entity Auditor under the +Accounting and Financial Reporting Council +Ordinance +27/F, One Taikoo Place +979 King’s Road +Quarry Bay +Hong Kong +Industry Consultant China Insights Industry Consultancy +Limited +10/F, Building B +Jing’an International Centre +88 Puji Road +Jing’an District +Shanghai +PRC +Main Receiving Bank CMB Wing Lung Bank Limited +45 Des V oeux Road Central +Hong Kong +Sub-receiving Bank DBS Bank (Hong Kong) Limited +16/F, The Centre +99 Queen’s Road Central +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–8 3– + + +--- page 95 --- +Registered Office, Headquarters +and Principal Place of +Business in the PRC +Room 101, 1/F, Building 9, 1889 Huandao East Road, +Hengqin New District, Zhuhai, Guangdong Province +PRC +Principal Place of Business in +Hong Kong +40/F, Dah Sing Financial Centre +248 Queen’s Road East, Wanchai, Hong Kong +Company’s Website www.truehealth.cn +(Note: the information on this website does +not form part of this prospectus) +Joint Company Secretaries and +Authorized Representatives +Ms. Chen Miaoping () +Room 301, Unit 2, Building 8, Country Garden +Canglong Mansion, No. 317 Fushi Road, Dashi Street +Panyu District, Guangzhou, PRC +Ms. Lam Wai Y ee Sophie () +FCG, HKFCG) +40/F, Dah Sing Financial Centre, 248 Queen’s Road +East, Wanchai, Hong Kong +Audit Committee Mr. Ng Kun Seng Chris (༐) (Chairperson) +Dr. Liu Lianggang ( ᄎԄ፻) +Mr. Ma Jianming ( ৵ᄏჼ) +Remuneration and Appraisal +Committee +Mr. Ma Jianming ( ৵ᄏჼ) (Chairperson) +Dr. Liu Lianggang ( ᄎԄ፻) +Ms. Guo Jian ( ெ) +Nomination Committee Ms. Cheong Hou Iam () (Chairperson) +Dr. Liu Lianggang ( ᄎԄ፻) +Mr. Ma Jianming ( ৵ᄏჼ) +H Share Registrar Tricor Investor Services Limited +17/F, Far East Finance Centre, 16 Harcourt Road +Hong Kong +Compliance Advisor Maxa Capital Limited +Unit 2602, 26/F, Golden Centre, 188 Des V oeux Road +Central, Sheung Wan, Hong Kong +Principal Bank China Merchants Bank Limited +Hengqin Guangdong-Macao Deep Cooperation +Zone Sub-branch +Units 101, 102, and 106A, CCCC Hengqin Plaza, No. +338, Cross Gate Avenue, Hengqin, Xiangzhou +District, Zhuhai, PRC +CORPORATE INFORMATION +–8 4– + + +--- page 96 --- +The information and statistics set forth in this section and elsewhere in this +prospectus have been derived from various official and government publications, publicly +available market research sources and from the market research report prepared by +China Insights Consultancy, which was commissioned by us, unless otherwise indicated. +The information from official government publications has not been independently +verified by our Company, the Joint Sponsors, the Sponsor-Overall Coordinator , the +Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint +Lead Managers, the Capital Market Intermediaries, the Underwriters, any other party +involved in the Global Offering or any of our or their respective directors, officers, +representatives, affiliates or advisers and no representation is given as to its correctness, +accuracy and completeness. +OVERVIEW OF MEDICAL ROBOT +Introduction of Medical Robot +Medical robots are intelligent robotic systems used in healthcare settings to support +healthcare professionals and enhance patient care. Compared with conventional medical +equipment, medical robots are capable of sustained and stable performance in high-intensity, +high-precision and long-duration tasks, and can provide precise, standardized, and repeatable +technical support across multiple scenarios, including minimally invasive surgery, organ +transfer, rehabilitation training, patient-assistive care and intra-hospital logistics. Medical +robots typically integrate mechanical actuation, sensing or imaging, and control modules to +make clinical procedures more visualized, precise, and digitized. +Classification of medical robots +Category Definition +Surgical Robots +• Integrated systems comprising actuators, imaging and navigation modules, and control and planning system, used under physician +supervision or fully automated for minimally invasive procedures, with the aim of improving instrument stability, spatial localization +accuracy, and intra-operative visualization. +Organ Preservation Robots Maintain transplant organs through ex vivo perfusion and environmental control that continuously monitor and adjust temperature, +oxygenation, nutrient delivery, and preservation parameters during transport between medical facilities. +Rehabilitation Robots Robots built around wearable exoskeletons or upper/lower limb training platforms that deliver standardized, repeatable, and +personalized gait and limb-function rehabilitation. +Medical Assistant Robots Designed for direct patient interaction and clinical support, and automated testing, medical assistant robots are intelligent robotic +systems that comprehensively enhance care quality, operating under the supervision of healthcare professionals. +Hospital Service Robots + Manage healthcare facility operations and logistics through automated medication delivery and supply distribution, environmental +services including UV disinfection and room sanitization, and administrative support for pharmacy automation, inventory +management, and workflow optimization. +Other Specialized Medical +Robots + Emergency response robots, and other specialized systems for various medical demands, in enhancing safety, throughput, efficiency, +and quality in hospitals. +Source: CIC +Medical Robot Market Size +Progress in sensing and imaging, real-time navigation, AI-assisted control, and +interoperable hospital IT has expanded use cases from operating rooms to hospital logistics and +bedside assistance, while providers adopt automation to improve efficiency, safety and +traceability. +China is expected to be a major contributor to the global medical robot market, with +market size growing from RMB25.1 billion in 2025 to RMB115.1 billion by 2031, implying a +CAGR of 29.9% from 2026 to 2031, underpinned by policy support, accelerating hospital +automation, local manufacturing capacity, and cost advantages. +INDUSTRY OVERVIEW +–8 5– + + +--- page 97 --- +OVERVIEW OF SURGICAL ROBOT +Introduction of Surgical Robot +A surgical robot is a multidisciplinary medical device that integrates mechanical +engineering, biomechanics and computer science, and are used under physician supervision to +perform or assist minimally invasive surgical procedures. Their typical configuration +comprises a surgeon console, a procedure platform equipped with actuators, and +imaging/visualization systems. By employing high-degree-of-freedom, end-effectors and +stabilized control, these systems filter hand tremor and enable more stable and refined +maneuvers within narrow and complex anatomical spaces. Compared with open surgery and +conventional non-robotic minimally invasive techniques, surgical robots offer combined +advantages in hand-eye coordination, operational dexterity, 3D visualization and procedural +consistency. +Surgical robots include percutaneous puncture robots, percutaneous ablation robots, +laparoscopic robots, orthopedic robots and other surgical robots, covering urology, general +surgery, gynecology, thoracic surgery and orthopedic/spine surgery, among others. Among +these, laparoscopic robots and orthopedic robots represent the most mature commercial +segments, while percutaneous puncture surgical robots feature the broadest coverage across +clinical specialties. In particular, percutaneous puncture surgical robots can be applied in +respiratory, oncology, interventional radiology, general surgery and gastroenterology, among +other departments. +Industry Chain of Surgical Robot Market +The value chain of surgical robots spans upstream, midstream and downstream segments. +Upstream, suppliers provide raw materials such as aluminum alloys, titanium and stainless +steel, as well as core components including servo systems, controllers and speed reducers, +which underpin product reliability and precision. The midstream segment undertakes overall +system design, integration, assembly and the development of key functional modules such as +imaging, navigation and control systems, transforming technological innovation into clinically +compliant products. Downstream, hospitals and other medical institutions purchase and deploy +surgical robots in minimally invasive procedures, integrating them into clinical workflows to +deliver high-quality surgical services to patients. +Industrial chain of surgical robots +Upstream Midstream Downstream +Robot manufacturersRaw material and components Downstream users +Individual Consumer +Hospitals +Aluminum Alloy +Raw materials +Titanium +Stainless Steel …. +Maintenance & Repair Services +Robotic Systems/ Equipment/Softwares +Supporting Tools & Consumables +Servo System +Key Components +Controller +Speed Reducer …. +Direct sales +Distributors +Research organizations +Source: CIC +China’s Surgical Robot Market Size +Driven by the rising penetration of minimally invasive procedures, continued advances in +technologies, and growing hospital adoption, the surgical robot market has expanded rapidly. +The China market increased from RMB2.3 billion in 2020 to RMB9.4 billion in 2025, +reflecting a CAGR of 32.8%. Looking ahead, China surgical robot markets is expected to reach +RMB52.4 billion by 2031, respectively, implying CAGRs of 32.8% from 2026 to 2031. The +chart below illustrates the historical and forecast sizes of the global and China surgical robot +markets for the periods indicated. +INDUSTRY OVERVIEW +–8 6– + + +--- page 98 --- +Surgical robot market size in China, 2020-2031E +2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2031E 2030E +CAGR 2020-2025 2026E-2031E +27.6% 27.3%Laparoscopic Robot +Orthopedic Robot 40.4% 46.1% +/ 78.3%Percutaneous Puncture Robot +Ablation Robot / 97.3% +Other Surgical Robot 49.9% 35.0% +32.8% 32.8%Total +Billion RMB +1.81.80.20.2 +0.32.3 +3.0 +0.20.20.60.6 +3.8 +2.9 +0.30.30.80.8 +4.0 +3.7 0.0 0.00.01.01.0 +5.2 +4.7 +0.6 +0.0 +1.51.5 +6.9 +6.0 0.9 +0.00.0 0.02.4 +9.4 +7.7 +1.31.3 +0.03.6 +12.7 +9.8 +1.91.90.20.2 0.05.3 +17.1 +12.4 +2.70.30.3 0.0 +7.2 +22.6 +15.8 +4.0 0.50.50.10.1 +9.5 +29.9 +20.1 +5.8 +0.90.90.20.2 +12.4 +39.5 +25.6 +8.8 +1.41.40.40.4 +16.2 +52.4 +0.10.1 +0.00.0 +0.5 +0.0 +0.0 +0.0 +0.00.0 +0.0 +Source: CRSA, OECD, FDA, NMP A, Expert Interview, Annual Report, CIC +Growth Drivers and Future Trends of Surgical Robot Market +The growth of the surgical robot market is expected to be driven and shaped by the +following factors: + Rising clinical demand : Demand for surgical robots continues to grow as patients +and clinicians increasingly favor minimally invasive procedures that offer less +trauma, lower complication risk and faster recovery. Aging populations, rising +cancer and chronic disease burden, and expanding surgical volumes are putting +pressure on hospitals to improve operating room efficiency and standardize surgical +quality across different surgeons and institutions. Together, these factors are driving +steady growth in case volumes and supporting the broader clinical adoption of +surgical robots. + Improving affordability : As pilot reimbursement programmes and other enabling +policies reduce system costs and establish clearer, acceptable payment models for +robotic-assisted procedures, the economic burden on hospitals and patients is +gradually easing. For example, since 2021, Shanghai and Beijing have gradually +included surgical robots within the scope of public medical insurance +reimbursement. On January 20 2026, the NHSA issued the Guidelines for the +Establishment of Items for Surgical and Therapeutic Auxiliary Procedures (Trial)( ˓ +یܸ(༊Б)), providing an official +policy basis for robot-assisted surgical fees. Hunan and Guangdong, as pilot +provinces, published specific pricing in April, representing a significant positive +development for the industry. These measures encourage more hospitals to introduce +and routinely use surgical robots, thereby expanding patient access to advanced +minimally invasive care. + Policy and regulatory support : In China, surgical robots have been encouraged at +the national level as part of high-end medical equipment and intelligent +manufacturing initiatives, including the “Robotics+” application program ( ¨ዚኜ +ɛ+”) and the NMPA announcement on Measures to Optimize +Full-Lifecycle Supervision to Support the Innovative Development of High-End +Medical Devices (৷၌ᔼᐕኜ௴ +ʮѓ), which expressly support adoption of high-precision, +minimally invasive robotic systems by medical institutions. Local governments, +including Shanghai and Beijing, have also introduced dedicated programs. Shanghai +released the Action Plan for Promoting the Medical Robot Industry (2023-2025) +(ࣩ2023-2025 ϋ)), which targets +breakthroughs on setting out application demonstration platforms and replicable +clinical scenarios, alongside professional public service platforms to accelerate +INDUSTRY OVERVIEW +–8 7– + + +--- page 99 --- +translation into clinical settings. Beijing has launched a Robot Plus Healthcare +application promotion program (࢝“ዚኜɛ+ᔼᐕ” +) that focuses on product innovation and scenario promotion +and requires applicants to complete deployment in designated settings, +strengthening the visibility of hospital side adoption pathways. Besides, Shanghai’s +Notice on Matters Concerning Inclusion of Certain Newly Added Medical Service +Items in the City’s Basic Medical Insurance Payment Scope (ʱอᄣᔼᐕ +) references robot +assisted surgical services within their local pricing and reimbursement frameworks. + Technology advancement and AI integration : Surgical robots are evolving from +mechanical assist devices into intelligent surgical platforms. Enhanced arm +dexterity and imaging broaden their use in complex, confined and delicate +anatomical areas. At the same time, AI is being applied to preoperative image +analysis, path planning and intraoperative navigation prompts, improving +standardization and reproducibility and laying the groundwork for remote +collaboration and assistance models. +Entry Barriers of Surgical Robot Market +For the overall surgical robot market, the entry barriers are broader and more +platform-based. Market participants are required to develop multidisciplinary capabilities +across robotic control, surgical instruments, software systems, imaging integration, +human-machine interaction and system safety, while ensuring that the robotic platform can +operate reliably and accurately in complex surgical environments. The development and +commercialization of surgical robots also require substantial capital investment and long +development cycles, covering product design, engineering validation, clinical evaluation, +regulatory approval, manufacturing scale-up and post-market support. In addition, companies +need to establish comprehensive surgeon training systems to support clinical adoption, as +physicians generally require structured training and hands-on experience before routinely using +robotic systems in surgical procedures. After commercialization, companies must also build +after-sales service networks capable of providing installation, maintenance, technical support, +consumables supply and timely troubleshooting to hospitals. As surgical robots typically +involve significant hospital procurement expenditure and are closely associated with surgical +safety and clinical outcomes, brand recognition, physician trust and hospital relationships are +also important factors affecting market entry and long-term competitiveness. +OVERVIEW OF PERCUTANEOUS PUNCTURE SURGICAL ROBOT +Introduction of Percutaneous Puncture Surgical Robot +Percutaneous puncture surgical robots are designed for percutaneous procedures and are +primarily intended to assist in obtaining tissue samples for diagnostic purposes. As high- +precision medical devices for minimally invasive biopsy and therapeutic scenarios, these +systems rely on MRI, CT and ultrasound imaging to localize target anatomy and to plan access +trajectories. Under surgeon console commands, the robotic arm guides the needle to the pre-set +position, forming a closed loop of identification, planning, guidance and placement to enhance +needle-path accuracy and support percutaneous operations. The system typically comprises a +visual perception system, an algorithm and decision-making system and a robotic arm +execution system. +Indications of Percutaneous Puncture Surgical Robot +Percutaneous puncture surgical robots are primarily used to assist image-guided biopsy +and lesion localization, with key indications in pulmonary nodules, abdominal tumors, prostate +disease and retroperitoneal lesions. +INDUSTRY OVERVIEW +–8 8– + + +--- page 100 --- +Indications of percutaneous puncture surgical robots +Indication Description Pain Point Advantage +A puncture needle is inserted through +the skin and chest wall into the +pulmonary lesion + Movement due to respiratory motion + Multiple CT scans + Frequent needle adjustments + Complications such as pneumothorax and +hemoptysis + Plans the optimal puncture path + Improves puncture success rate + Reduces the risk of complications + Minimizes radiation exposure for both doctors +and patients +A puncture needle is inserted through +the upper abdominal cortex into the +lesion for biopsy and localization + Technically challenging and carries a high risk +due to the dense distribution of adjacent organs +and blood vessels + Steep learning curves + Frequent needle adjustments + Increased radiation exposure + Accurately locates lesions + Protects important structures such as blood +vessels and nerves + Shortens operation time + Reduces bleeding and unnecessary damageA puncture needle is inserted through +the rectal wall or perineum into the +prostate to target the lesion + Requires the cooperation of two or more +physicians + Uneven puncture + Higher rate complications + Certain rate of missed diagnoses + Reduces puncture complexity + Enhances doctors’ puncture accuracy + Increases the positive detection rate in patients + Lowers missed and incorrect diagnoses + Alleviate patient suffering +A percutaneous needle is advanced +via a posterior paraspinal or flank +retroperitoneal approach to target +deep lesions + Deep target, narrow window + Close to major vessels, ureter, nerves + Motion causes target shift and re-aiming + 3D preplanning of safe corridor and entry + Motion compensation and stable guidance + Higher success and diagnostic yield + Fewer complications, less time and radiation +Pulmonary nodules +Abdominal tumor +Prostate cancer +Liver tumors +Kidney lesions +Pancreatic cysts +Other masses +Retroperitoneal lesions +Source: Literature review, CIC +The epidemiological burden of indications addressed by percutaneous puncture surgical +robots remains high globally and in China. In 2025, the global prevalent population with +pulmonary nodules was approximately 1.6 billion, including about 308.9 million in China, and +is expected to increase to approximately 334.1 million in China by 2031, implying a CAGR of +1.2% from 2026E to 2031E. Over the same period, the incidence of lung cancer in China is +projected to rise from approximately 1.2 million new cases in 2025 to about 1.4 million in +2031, implying a CAGR of 2.9% from 2026E to 2031E. Globally, combined new cases of liver, +kidney and pancreatic cancers totaled about 1.8 million in 2025 and are projected to rise to +about 2.2 million by 2031, with China accounting for roughly 0.6 million cases, representing +more than one quarter of global incidence. Prostate cancer, one of the more common +malignancies among men in China, was estimated at 171.3 thousand cases in 2025 and is +expected to reach 253.6 thousand by 2031, implying a CAGR of 6.6% from 2026E to 2031E. +In addition, retroperitoneal diseases, a category encompassing neoplastic and non-neoplastic +conditions arising in the retroperitoneal space and its structures, were estimated to have an +incidence of about 24.5 thousand people in 2025, increasing to 25.4 thousand by 2031. This +sizeable prevalent base and ongoing incidence collectively underpin a durable and predictable +clinical need for image-guided percutaneous biopsy and lesion localization. +Globally, the overall percutaneous procedure volume is expected to increase from +approximately 7.4 million cases in 2020 to about 8.5 million cases by 2031. Robot-assisted +percutaneous puncture procedures were approximately 98.6 thousand cases in 2025, and are +projected to expand to 1,000.6 thousand cases by 2031. +INDUSTRY OVERVIEW +–8 9– + + +--- page 101 --- +Number of percutaneous puncture procedures performed globally, 2020-2031E +2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E +Thousand ppl +CAGR 2020-2025 2026E-2031E +53.5% 47.5%R-PP +1.5% -1.4% +1.7%Total 0.7% +M-PP +11.611.6 +7,434.27,434.2 +7,445.7 19.419.4 +7,787.97,787.9 +7,807.2 +31.831.8 +7,872.67,872.6 +7,904.4 +51.451.4 +7,927.07,927.0 +7,978.4 +81.781.7 +7,964.07,964.0 +8,045.7 +98.698.6 +8,008.48,008.4 +8,107.0 +143.3143.3 +8,047.08,047.0 +8,190.3 +210.5210.5 +8,054.88,054.8 +8,265.3 +346.8346.8 +7,986.87,986.8 +8,333.6 +529.0529.0 +7,867.57,867.5 +8,396.5 +751.4751.4 +7,703.57,703.5 +8,454.8 +1,000.61,000.6 +7,500.87,500.8 +8,501.4 +11.8%8.9%6.3%4.2%2.5%1.7%1.2%1.0%0.6%0.4%0.2%0.2%Penetration +rate +Source: China Insights Consultancy +Overall percutaneous procedure volume in China is expected to increase steadily from +approximately 2.6 million cases in 2020 to about 3.5 million cases by 2031, reflecting modest +growth driven primarily by underlying clinical demand. Manual percutaneous puncture +remains the dominant modality throughout the period, although its growth rate is expected to +gradually moderate. In contrast, robot-assisted percutaneous puncture procedures, starting +from a low base of 2.2 thousand cases in 2025, are projected to expand rapidly to 290.4 +thousand cases by 2031, implying a CAGR of 102.6% over 2026 to 2031 and reflecting +accelerating adoption of robotic assistance. +Number of percutaneous puncture procedures performed in China, 2020-2031E +2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E +Thousand ppl +CAGR 2020-2025 2026E-2031E +/ 102.6%R-PP +3.0% 0.2% +3.0%Total 2.2% +M-PP +8.4%5.2%3.0%1.6%0.7%0.3%0.1%0.1%0.0%0.0%0.0%0.0%Penetration +rate +2,648.22,648.2 +2,648.2 +2,739.92,739.9 +2,739.9 +2,829.32,829.3 +2,829.3 +0.00.0 0.00.0 0.00.0 0.10.1 +2,913.02,913.0 +2,913.1 2.62.6 +2,988.62,988.6 +2,991.1 2.22.2 +3,065.93,065.9 +3,068.1 8.58.5 +3,133.73,133.7 +3,142.2 +23.623.6 +3,193.13,193.1 +3,216.7 +51.351.3 +3,235.93,235.9 +3,287.2 +100.1100.1 +3,252.13,252.1 +3,352.2 +177.7177.7 +3,236.33,236.3 +3,414.0 +290.4290.4 +3,172.93,172.9 +3,463.3 +Source: China Insights Consultancy +INDUSTRY OVERVIEW +–9 0– + + +--- page 102 --- +Comparison Between Percutaneous Puncture Surgical Robots and Conventional +Percutaneous Puncture Procedures +Compared with conventional percutaneous puncture procedures, percutaneous puncture +surgical robots deliver higher precision and trajectory stability, streamline intraoperative +workflow, and offer stronger reproducibility across surgeons and centers. By integrating +preoperative planning with intraoperative navigation and motion tracking, they maintain the +planned path and reduce operator-dependent variability. Percutaneous puncture surgical robots +may involve relatively high upfront procurement and ongoing maintenance costs, which are +typically amortized over a multi-year service life as utilization increases. Although structured +training is required during the early adoption stage, guided needle insertion reduces the need +for trial-and-error adjustments and repeat imaging, thereby shortening the learning curve and +lowering reliance on a small number of highly experienced operators. Fewer needle passes and +more accurate targeting also help lower complication risk, support faster recovery, and enable +more standardized clinical practice. Meanwhile, as more competitors enter and technology +continues to iterate, suppliers may face heightened competition and the need for continuous +upgrades, but these dynamics can also accelerate performance improvements and support +broader adoption over time. +Accuracy & Stability Surgical Duration Learning Curve Postoperative +Complications Cost Operating room integration +and workflow adaptation +Percutaneous +Puncture +Surgical Robot +• Mean accuracy +3~5 mm, delivering +consistent results +across operators +• Predefined needle paths • Automated needle positioning +reduce the technical threshold and +reliance on individual operator +experience, although structured +training is required during the +early adoption stage +• Shortening procedure time +(10-25 mins) +• High first-pass success, +resulting in fewer +complications and faster +recovery at a severe +complication rate <5% +• Relatively high upfront and +maintenance costs, amortized +over a multi-year service life +with increasing utilization +• Limited by inadequate system +integration and workflow +adaptation, as well as +compatibility issues with +existing tools +Traditional +Puncture +Surgery +• Repeated angle +adjustments and rescanning • Relies heavily on +physician +experience +• Accuracy ~7 mm +• High entry barrier, relying on +highly experienced physicians +• Prolonging surgery to +around 25-40 mins +• Multiple needle attempts +increase the risk of bleeding, +infection and pneumothorax, +and are associated with a +complication rate of ~10% +• Primarily relies on +existing equipment and +standard consumables +• The workflow is well established, +with stable and standardized team +coordination models +Source: Literature review, CIC +Global Percutaneous Puncture Surgical Robot Market Size +The global market increased from approximately US$49.6 million in 2020 to US$205.9 +million in 2025, representing a CAGR of 32.9% from 2020 to 2025. It is further projected to +grow from US$269.2 million in 2026 to US$1,266.8 million in 2031, representing a CAGR of +36.3%. The U.S. market grew from US $27.6 million in 2020 to US$106.8 million in 2025 and +is projected to reach US$473.9 million by 2031. The Middle East market rose from US$0.4 +million in 2020 to US$2.9 million in 2025 and is forecast to reach US$29.8 million by 2031, +while the South America market increased from US$0.3 million in 2020 to US$3.0 million in +2025 and is expected to reach US$44.3 million by 2031. The EU market also expanded from +US$21.1 million in 2020 to US$83.4 million in 2025, and is projected to further increase to +US$443.8 million by 2031. +INDUSTRY OVERVIEW +–9 1– + + +--- page 103 --- +Global percutaneous puncture surgical robot market size, 2020-2031E +Million US$ +49.6 69.9 98.1 137.3 +191.7 205.9 +269.2 +359.5 +543.2 +766.1 +1,014.0 +1,266.8 +CAGR 2020-2025 2026E-2031E +NA 78.3% +31.0% 29.4% +31.7% 33.4% +45.8% 47.9% +59.2% 55.6% +110.1% 41.4% +Total 32.9% 36.3% +China +US +EU +Middle East +South America +Others +2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2031E 2030E +198.1127.677.143.522.711.03.75.81.50.00.00.0China +473.9402.9321.5239.5165.8130.7106.898.873.053.738.827.6US +443.8362.0278.7201.4135.9104.983.476.956.241.029.321.1EU +29.822.815.810.26.24.22.92.51.61.10.70.4Middle East +44.333.522.913.67.64.93.02.41.40.90.50.3South America +77.065.350.134.921.313.66.15.3 +3.61.50.60.1Others +Driven by rising volumes of image-guided localization and biopsy procedures, expanding +use across pulmonary, abdominal, prostate and other indications, and accelerating hospital +adoption of standardized, navigation-assisted workflows, China’s percutaneous puncture +surgical robot market has grown rapidly. The market increased from RMB0.0 million in 2020 +to RMB25.7 million in 2025. Looking ahead, the market is expected to reach RMB1,386.4 +million by 2031, implying a CAGR of 78.3% from 2026 to 2031. The consumables segment is +expected to reach a market size of RMB13.6 million in 2026. By 2031E, the consumables +market is projected to expand to RMB464.6 million, representing a 33.5% market share, +implying a CAGR of 102.6% over the period. +By indication, in 2026, the abdomen indication segment is expected to reach a market size +of approximately RMB36.4 million, representing the largest contribution at that stage of +market development. Looking ahead, by 2031, the lung indication is projected to become one +of the dominant segments, with market size expanding to approximately RMB595.0 million, +driven by rapid clinical adoption and the large underlying population of pulmonary nodule +patients. The chart below illustrates the historical and forecast sizes of China’s percutaneous +puncture surgical robot market for the periods indicated: +INDUSTRY OVERVIEW +–9 2– + + +--- page 104 --- +Percutaneous puncture surgical robot market size in China by indication, 2020-2031E +2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2031E 2030E +Million RMBCAGR +Total +lung +abdomen +prostate +others +2020-2025 +/ +/ +/ +/ +/ +/ +2026E-2031E +78.3% +79.0% +75.1% +69.2% +/ +/retroperitoneum +10.2 +40.3 25.7 +76.9 +159.2 +304.4 +540.0 +893.2 +1,386.4 +595.0374.3222.6124.665.632.311.23.32.1 ///Lung +598.5397.7246.7141.975.336.411.920.74.7 ///Abdomen +113.081.453.431.817.08.12.616.23.4 ///Prostate +55.432.217.36.11.2///////Retroperitoneum +24.47.6//////////Others +Source: NMP A, Expert Interview, Annual Report, CIC +Although percutaneous puncture surgical robots address key challenges in traditional +percutaneous procedures, sales have been slow due to four structural factors. First, these +systems target soft tissue organs in the lung and abdomen that move with respiration, making +them more technically and clinically demanding than earlier orthopedic robots and requiring +time for physician training and adoption. Second, because they are intended to replace freehand +puncture, early commercialization depends on academic leadership, multicenter clinical use +with good outcomes, and peer reviewed evidence to build hospital consensus, which can take +years. Third, initial adopters are mainly top tier public hospitals with lengthy multistage +procurement processes that often take about three years, especially in a weak medical device +market. Fourth, China has not yet formed a unified nationwide medical service price item for +robot assisted procedures, so provincial level pricing leads to fragmented charging standards +and uncertainty over hospitals’ ability to bill and recover device and consumable costs. +Global Competitive Landscape of Percutaneous Puncture Surgical Robot Market +Globally, the market is likewise transitioning into a new phase defined by tighter +convergence of imaging navigation, AI-driven planning and robotic execution. As of the Latest +Practicable Date, 7 companies hold FDA 510(k) clearances covering 16 systems. As of the +Latest Practicable Date, according to publicly available information from the ICTRP, +ClinicalTrials.gov and ChiCTR databases, 5 products from 5 companies were under clinical +trials or in the process of obtaining relevant medical device registration certificates in relation +to percutaneous puncture surgical robots. Within this cohort, Quantum Surgical’s Epione +® was +the first to expand indications beyond percutaneous biopsy to tumor-treatment procedures and +is compatible with physicians’ preferred ablation modalities, but is not itself an integrated +ablation system. +In China, the market for percutaneous puncture surgical robots has already entered a +competitive scaling phase, with leading domestic manufacturers, which have obtained approval +in China, advancing toward more precise lesion localization, broader interventional indications +and deeper integration of imaging navigation and AI-based decision support. +China’s Competitive Landscape of Percutaneous Puncture Surgical Robot Market +China’s percutaneous puncture surgical robot market is still at an early stage, with a +limited pool of approved products and new entrants emerging. As of the Latest Practicable +Date, a total of 21 percutaneous puncture surgical robots had obtained NMPA approval in +INDUSTRY OVERVIEW +–9 3– + + +--- page 105 --- +China, comprising 19 domestic products and 2 imported products. Domestic products are +generally priced at approximately RMB 2.5 – 6.0 million, reflecting a wider range of product +configurations and positioning, while imported products are typically priced higher, at around +RMB 7.0 – 10.0 million. In 2025, our company’s systems have recorded the highest number of +actual shipments nationwide, while our company also ranked first nationwide in overall market +share by revenue. +Top 5 Providers of Percutaneous Puncture Surgical Robot, China, 2025 +Rank Name +Actual shipments +in 2025 +Market share by +shipments in 2025 +Market share by +revenue in 2025 +(unit) (%) (%) +1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our Company 4 36.4% 28.0% +2 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +MicroPort +MedBot 2 18.2% 27.2% +3 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100WeiDe Precisely 2 18.2% 14.8% +4 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +United Imaging +Surgical 1 9.1% 7.0% +5 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Simple Touch 1 9.1% 5.5% +Source: Expert interview, CIC +NMPA Approval List of Percutaneous Puncture Surgical Robots, China +Since the first product was approved in 2022, percutaneous puncture surgical robots have +successively obtained registration certificates, reflecting steady progress in regulatory +recognition and industrialisation. As of the Latest Practicable Date, our company had obtained +5 NMPA approvals, representing both the earliest and the largest number of NMPA-approved +products in this segment. Our TH-S1 has been recognized as the first percutaneous puncture +surgical robot in China. +Registration +Certificate Number Company Type Product name Approval date Indication Number of Approval +ࡘ20223010624 +TrueHealth Domestic +TH-S1 05/13/2022 +Lung and abdomen 5 +ࡘ20233010810 TH-S 06/15/2023 +ࡘ20243012455 TH-P Elite/TH-P/TH-P Plus 12/05/2024 +ࡘ20243012643 TH-S Pro 12/30/2024 +ࡘ20253012595 TH-SA 12/15/2025 +ൗආ20233010199 Biobot Surgical Pte Ltd Imported iSR’obot Mona Lisa 05/12/2023 Prostate 1 +ൗආ20233010365 Quantum Surgical Imported 30-0001 08/16/2023 Abdomen 1 +ࡘ20233011291 +Tuodao Medical Domestic +NP100 09/06/2023 Lung and abdomen +2 +ࡘ20253011264 PB100 06/27/2025 Prostate +ࡘ20243010229 Ariemedi Domestic ARMD-PN-201 01/31/2024 Lung and abdomen 1 +ࡘ20243010387 Simple Touch Domestic RC 120 02/21/2024 Lung 1 +ࡘ20243010922 Curaway Medical Domestic CR-NAV100 05/16/2024 Lung and abdomen 1 +ࡘ20243011118 +WeiDe Precisely Domestic +WD-Lung-Navi I 06/18/2024 Lung and abdomen +2 +ࡘ20263011087 WD-Lung-Navi I b 05/26/2026 Lung and abdomen +ࡘ20243011560 EDDA Domestic IQQA-Guide SI-ROBOT 08/23/2024 Lung and abdomen 1 +ࡘ20253010073 Amit Domestic FARE-OC-P 01/10/2025 Abdomen 1 +ࡘ20253010487 Zoye Medical Domestic ZY-TU-6 03/06/2025 Lung and abdomen 1 +ࡘ20253010707 United Imaging Domestic UInterv C550-A/C550-B/C550-C 04/01/2025 Lung and abdomen 1 +ࡘ20253012369 Hanglok-Tech Domestic HLT-SGNIO-A 11/25/2025 Liver 1 +ࡘ20263010655 Panier Medical Domestic ZZ-DJ-S1 03/27/2026 Lung and abdomen 1 +ࡘ20263010665 Precision MedTech Domestic M1P1 03/27/2026 Lung and abdomen 1 +Note: As of the Latest Practicable Date +Source: NMP A, CIC +Raw Material Price Fluctuations and Impact +Historically, from 2020 to 2025, the average procurement price of the UR robotic arm +ranged from approximately RMB130,000 to RMB153,000 per unit. The average procurement +price of the optical vision system host ranged from approximately RMB120,000 to +RMB148,000 per unit from 2020 to 2025. Its procurement cost may be affected by procurement +volume, changes in suppliers and model upgrades or replacements. As procurement volume +increased thereafter, the average procurement price gradually decreased. Nevertheless, such +INDUSTRY OVERVIEW +–9 4– + + +--- page 106 --- +cost movements are generally considered manageable, and no significant fluctuations are +expected. Their impact may also be alleviated through effective supplier management, +procurement planning and the evaluation of alternative solutions. +In terms of labor costs, the average labor cost attributable to the manufacturing of the +surgical robot was approximately RMB11,000 to RMB33,000 from 2020 to 2025. The +significant decrease in average labor cost in 2024 was primarily due to a substantial increase +in production volume, which improved the allocation of labor costs on a per-unit basis. Going +forward, labor costs are expected to increase moderately over time in line with general wage +inflation and the growing need for skilled technical personnel. However, such increases are not +expected to result in any material adverse fluctuations in the overall cost structure, given the +gradual pace of increase and the relatively limited proportion of labor costs as compared with +the total system cost. +Growth Drivers and Future Trends of Percutaneous Puncture Surgical Robot Market +The growth of the percutaneous puncture surgical robot market is expected to be driven +and shaped by the following factors: + Aging population and rising chronic disease burden : According to National Bureau +of Statistics, as of 2024, people aged 65 and above accounted for about 15.6% of +China’s total population, and the aging trend is expected to continue over the coming +decades. Older patients generally face higher surgical risk, driving demand for safer +and more efficient percutaneous puncture solutions. In parallel, the prevalence of +major solid tumours, such as prostate, lung and liver cancers, is expected to +increase, which is anticipated to translate into further growth in robot-assisted +percutaneous procedures. + Penetration increase : In recent years, robot-assisted surgery in China has developed +steadily on the back of technological progress and accumulating clinical evidence. +The first percutaneous puncture surgical robot received NMPA approval in 2022, +marking the start of commercialization. Although adoption remains at an early stage, +percutaneous robots streamline procedural workflows by automating complex +localization steps and lowering the technical threshold, which is expected to drive +accelerated growth in installed base and procedure volumes. + Primary-level market demand : As China deepens healthcare reform and rolls out a +tiered diagnosis and treatment system, policy emphasises primary-care first contact, +two-way referral and differentiated management of acute and chronic conditions. +This requires primary institutions to strengthen capabilities in managing common +diseases and postoperative rehabilitation. With their precision, minimal invasiveness +and relatively tractable learning curves, percutaneous surgical robots are well placed +to serve as enabling tools for primary hospitals, while ongoing trends toward system +miniaturization are expected to further enhance their suitability for space- and +resource-constrained primary settings, supporting standardized workflows and +helping to promote a more balanced regional allocation of medical resources. + Indication expansion : China has a large and growing population eligible for +percutaneous interventions, including an estimated 560.0 thousand new cases of +liver, kidney and pancreatic cancers and about 1,144.9 thousand incident cases of +lung cancer in 2024, as well as an increasing number of detected pulmonary nodules, +thyroid and breast nodules through normalized screening and imaging-based early +diagnosis. As utilization deepens in other high-incidence organs, penetration is +expected to progressively extend to more technically challenging sites and multi- +disciplinary settings. + Technology and education diffusion : As percutaneous surgical robot technologies +continue to mature, structured physician training and standardized operating +protocols are expected to drive faster penetration. Looking ahead, AI is set to be the +primary catalyst of the next adoption wave, with AI-assisted image segmentation +and registration, automated trajectory planning and collision avoidance, adaptive +control during needle insertion and outcome-prediction decision support expected to +INDUSTRY OVERVIEW +–9 5– + + +--- page 107 --- +reduce learning curves and variability. In parallel, AI-powered simulators for +credentialing, digital-twin rehearsal and fleet-level predictive maintenance are +anticipated to accelerate clinical uptake and scaled deployment of percutaneous +surgical robots. + Favorable policy support : Policy support is expected to drive the development and +adoption of percutaneous puncture surgical robots in China by improving the +innovation, regulatory and clinical application environment for robot-assisted +procedures. For example, in January 2026, the NHSA issued the Guidelines for the +Establishment of Items for Surgical and Therapeutic Auxiliary Procedures (Trial) +(یܸ(༊Б)), which established +a unified national framework for robot-assisted procedure pricing and standardized +categories based on the robot’s level of participation. This helps address the +historical lack of medical service fee items for surgical robot-assisted percutaneous +puncture procedures. Such policy developments are expected to facilitate +commercialization, improve hospital adoption conditions and accelerate the broader +penetration of percutaneous puncture surgical robots in China. Globally, favorable +policies and regulatory developments are also supporting surgical robotics. In the +US, the FDA has recognized consensus standards relevant to robotically assisted +surgical devices, including IEC 80601. In Saudi Arabia, the SFDA’s Recognized +Standards also include IEC 80601-2-77, which specifies the particular requirements +for the basic safety and essential performance of robotically assisted surgical +equipment. The EU supports the development of medical robotics and AI-enabled +medical devices through research funding programmes such as Horizon Europe. In +South America, Brazil’s decision to incorporate robot-assisted radical prostatectomy +into the Brazilian Unified Health System (SUS), signals growing public +reimbursement support for selected robot-assisted procedures. +Entry Barriers of Percutaneous Puncture Surgical Robot Market +The percutaneous puncture surgical robot market is a relatively nascent and highly +specialized segment of the surgical robotics industry and is subject to relatively high entry +barriers. Products in this segment typically involve high-precision navigation, imaging +coordination and clinical intervention during puncture procedures, and are therefore subject to +stringent regulatory approval requirements, including product registration, technical review, +clinical evaluation and, where applicable, clinical trials. As this is an emerging market with +relatively low market awareness, market participants also need to accumulate sufficient clinical +data and obtain recognition from physicians and hospitals, with the safety, effectiveness and +compatibility of their products with clinical workflows subject to validation. Furthermore, new +entrants face hospital procurement and commercialization barriers, as procurement decisions +are typically influenced by factors such as regulatory status, clinical evidence, physician +acceptance, pricing, after-sales service, training support and hospital budget cycles. Current +policy initiatives in China support the broader surgical robot market, but do not appear to +provide direct national-level subsidies specifically for percutaneous puncture surgical robots. +As such, these policies are not expected to materially reduce entry barriers for new entrants in +this market. Accordingly, companies that have obtained product approvals, accumulated +clinical experience, established physician networks and secured hospital access are generally +better positioned than new entrants in this market. +OVERVIEW OF TUMOR ABLATION +Introduction of Tumor Ablation +Tumor ablation is a class of minimally invasive local therapies in which a chemical agent +or physical energy is applied directly to the target lesion to destroy tumor cells in situ and +thereby treat the local tumor focus. In clinical practice, tumor ablation is generally divided into +chemical ablation and physical ablation. Chemical ablation involves injecting ablative agents +such as absolute ethanol directly into the tumor to induce coagulative necrosis through +chemical injury. Physical ablation uses energy modalities to generate thermal effects, +cryogenic effects, high-energy electric-field effects or other physical effects within the target +lesion, leading to disruption of cell membranes, protein denaturation, and cellular necrosis or +apoptosis. +INDUSTRY OVERVIEW +–9 6– + + +--- page 108 --- +Tumor ablation techniques have been adopted for the treatment of multiple solid tumors +and are commonly used to treat early-stage malignant tumors and biopsy-positive nodules in +the lung and abdominal organs, as well as for palliative management of bone tumors in +advanced stages. They are often considered when the location or extent of the lesion makes +conventional surgical resection difficult or would require highly invasive surgery; in addition +to their potential benefits of reduced procedural trauma and shorter recovery, ablation may also +be chosen when patients prefer to avoid open surgery or major resection despite the availability +of other options, or when they are deemed unsuitable for extensive surgery because of age, +comorbidities or overall clinical condition. +Comparison between Different Tumor Ablation Methodologies +Clinically used tumor ablation modalities mainly include radiofrequency ablation, +microwave ablation, high-intensity focused ultrasound, cryoablation, irreversible +electroporation, laser ablation and chemical ablation. These modalities differ in invasiveness, +controllability of energy delivery, predictability of ablation zone formation, procedural +complexity, safety margins required near critical structures and anesthesia needs. In practice, +selection is based on tumor location, volume and morphology, the surrounding anatomy, patient +tolerance, and the availability of equipment and technologies at the treating hospital. +Radiofrequency ablation and microwave ablation remain among the most widely adopted +techniques in current clinical practice because the operative pathways are relatively mature, the +consumable ecosystems are well established and the learning curve for physicians is +comparatively manageable. +China’s Tumor Ablation Market Size +China’s tumor ablation market, measured by treatment costs, expanded from RMB752.1 +million in 2020 to RMB1,749.7 million in 2025, representing a CAGR of 18.4%. It is expected +to reach RMB3,808.4 million by 2031, implying a CAGR of 13.6% from 2026 to 2031. Growth +is supported by a widening eligible patient pool, normalization of screening for nodule-related +diseases, broader clinical adoption of image-guided minimally invasive pathways across lung, +abdomen and other indications, and improved interventional capacity at tertiary and qualified +regional hospitals. Increasing procedure volumes and a shift toward standardized care are also +driving higher utilization of associated consumables and services, which in turn provide greater +visibility for recurring revenues. The outlook assumes continued policy support and ongoing +technology advances that enhance procedural safety and effectiveness, while adoption remains +centered on higher-level institutions. +OVERVIEW OF PERCUTANEOUS ABLATION SURGICAL ROBOT +Introduction of Percutaneous Ablation Surgical Robot +A percutaneous ablation surgical robot is an intelligent, minimally invasive interventional +platform that integrates an ablation energy module with preoperative planning software, +imaging-based navigation systems, and a robotic execution system. Under imaging guidance, +these systems assist clinicians in percutaneous ablation by processing CT, MRI, or ultrasound +data to generate optimized puncture paths and needle-entry plans. During the procedure they +provide real-time spatial localization of the target lesion and the instruments, deliver the +ablation needle or probe to the planned target through automated path guidance and stable +mechanical execution, and then apply energy such as thermal ablation, cryoablation, or other +modalities to achieve local destruction of tissue. In clinical practice they can be used for focal +lesions of solid organs including the liver, kidney, lung, breast, thyroid, prostate, bone and +other organs. +Percutaneous ablation surgical robots are typically classified by the energy source +integrated into the system and primarily include radiofrequency ablation surgical robots, +microwave ablation surgical robots, cryoablation surgical robots, irreversible electroporation +ablation surgical robots, and laser ablation surgical robots. +INDUSTRY OVERVIEW +–9 7– + + +--- page 109 --- +Introduction to Percutaneous Microwave Ablation Surgical Robot +A percutaneous microwave ablation surgical robot is a minimally invasive system that +integrates navigation, percutaneous needle placement and microwave ablation energy delivery +on a single platform. Compared with percutaneous puncture surgical robots, this all-in-one +system first performs image-guided navigation and precise percutaneous puncture, and then +delivers electromagnetic energy to the target region via a microwave generator, inducing rapid +dielectric polarization and rotation of water molecules in local tissues to generate heat, raise +tumor cells to cytotoxic temperatures and achieve local ablation. Currently, microwave +ablation procedures are used for indications such as liver cancer, breast cancer, thyroid nodules +and lung nodules. Over time, these systems are expected to expand their indications to a +broader range of organs and tumor types. +China’s Potential Target Patients for Percutaneous Microwave Ablation Surgical Robot +China’s target patients for percutaneous microwave ablation surgical robots are defined +as individuals who, after completing diagnostic evaluation in accordance with clinical practice +guidelines, are deemed clinically eligible for percutaneous microwave ablation. Examples +include patients who, after imaging assessment and percutaneous biopsy, are confirmed to have +positive liver nodules presenting as a single tumor with a diameter /H113495 cm, or 2–3 tumors with +a maximum diameter /H113493 cm, or who are found intra-operatively to be unsuitable for surgical +resection, as well as patients with malignant pulmonary nodules whose cardiopulmonary +function cannot tolerate surgical resection. According to this definition, the potential target +patients for percutaneous microwave ablation surgical robot in China increased from 2.9 +million in 2020 to 4.4 million in 2025, representing a CAGR of 8.6%. It is projected to rise +further to 5.8 million by 2031, implying a CAGR of 4.3% from 2026 to 2031. Ongoing +normalization of screening for liver, pulmonary and breast nodules and improved imaging +availability contribute to earlier detection and a higher proportion of patients suitable for +minimally invasive local therapy. +Clinical practice is increasingly adopting standardized ablation pathways across liver, +lung and kidney indications, which broadens awareness among clinicians and patients and +improves referral efficiency. The sustained growth in patient numbers provides clearer +visibility on procedure demand and underpins the long-term expansion of standardized, +minimally invasive ablation pathways. +China’s Percutaneous Microwave Ablation Surgical Robot Market Size +China’s percutaneous microwave ablation surgical-robot market is at an early +commercialization stage, with meaningful revenue expected to commence after 2024. Market +size is projected to rise from approximately RMB6.6 million in 2025 to RMB244.2 million by +2031, reflecting rapid scale-up as approvals translate into hospital tenders, initial installations, +and expanding clinical indications. Growth is underpinned by the widening pool of ablation +candidates, improvements in image-guided navigation and robotic execution, and supportive +hospital procurement and policy environments that enable conversion from pilot use to scaled +clinical deployment. +INDUSTRY OVERVIEW +–9 8– + + +--- page 110 --- +China’s percutaneous microwave ablation surgical robot market size, 2020-2031E +2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E +Million RMBCAGR 2020-2025 2026E-2031E +/ 80.4%Percutaneous ablation robot +6.6 12.8 +25.0 +40.4 +77.7 +140.3 +244.2 +Source: Expert Interview, CIC +The growth of the percutaneous microwave ablation surgical robot market in Chinese +Mainland is driven by several factors. First, the expanding tumor ablation market provides a +solid foundation for robotic adoption, supported by a growing patient pool, wider clinical use +of image-guided minimally invasive treatments, and improved intervention capabilities at +hospitals. For example, lung nodule patients in China are projected to rise from 308.9 million +in 2025 to 334.1 million by 2031. Additionally, increasing procedure volumes and +standardization of treatment protocols are boosting the use of related consumables and +services, reinforcing the economic case for surgical robots. +Second, robot penetration in tumor ablation remains low. These robots enhance +procedural value by improving accuracy and consistency in puncture and ablation, unifying +imaging, needle positioning, and ablation control in one device, reducing operator dependence, +and supporting standardized workflows. The penetration rate of percutaneous microwave +ablation robot-assisted procedures in tumor ablation patients is expected to increase from zero +in 2025 to around 8.1% by 2031 as medical institutions complete trial evaluations, training, and +workflow standardization, supported by policy developments. +Competitive Landscape of Percutaneous Microwave Ablation Surgical Robot Market +At present, several cleared percutaneous puncture robots can be used in microwave +ablation workflows when paired with compatible microwave generators and probes. +Representative examples include XACT ACE and Quantum Surgical Epione +®. These products +operate as navigation and robotic insertion platforms and are used together with third-party +microwave energy devices rather than providing an integrated ablation module. In contrast, our +company’s Navigational Positioning Microwave Ablation System in China is described as an +integrated solution that combines puncture navigation and microwave energy delivery, and has +been designated by the NMPA as “the first system of its kind worldwide”. Aside from our +company’s products, no approved percutaneous microwave ablation surgical robot has been +identified that natively integrates both puncture navigation and microwave ablation within a +single platform. +China’s percutaneous ablation surgical robot market remained at an early stage, and had +not yet entered routine, large-scale procurement and deployment. In September 2024, our +company’s percutaneous microwave ablation surgical robot received NMPA approval, +becoming the first approved product in this sub-segment, and in November 2025, we obtained +a second NMPA approval for another percutaneous microwave ablation surgical robot. Two +substantive shipments were recorded in 2025. Other relevant companies had not obtained +NMPA approval for this category of robotic products and had not commenced commercial +delivery. +INDUSTRY OVERVIEW +–9 9– + + +--- page 111 --- +Growth Drivers and Future Trends of Percutaneous Microwave Ablation Surgical Robot +Market +The growth of the percutaneous microwave ablation surgical robot market is expected to +be driven and shaped by the following factors: + Broader access and indications : China’s uneven distribution of medical resources +is driving demand for standardized, minimally invasive tumor treatments that can be +supported remotely, with percutaneous ablation surgical robots expected to help +extend specialist care to less-developed regions. At the same time, clinical use is +anticipated to expand beyond historically concentrated liver and thyroid indications +to additional anatomical sites and into broader multidisciplinary care settings. As +new indications are validated and incorporated into routine practice, the addressable +patient population and procedure volumes are expected to increase, supporting a +larger installed base of percutaneous ablation surgical robots. + Technology iteration-driven integrated ablation upgrade : With continued +technology iteration, percutaneous ablation surgical robots are shifting from +stand-alone navigation platforms paired with separate energy devices to integrated +systems that combine puncture planning, robotic execution and microwave energy +delivery within a unified architecture. Integrated robots can better align the actual +ablation zone with the planned target volume, and reduce reliance on manual +coordination between different devices. +OVERVIEW OF ORGAN PRESERV ATION ROBOT +Introduction of Organ Preservation Robot +Organ preservation robots generally refer to intelligent perfusion platforms designed for +ex vivo preservation, in-transit maintenance and functional assessment of donor organs. These +systems can operate at near-normothermic or sub-physiological temperatures, continuously +monitoring key physiological indicators of the explanted organ, such as perfusion flow, oxygen +delivery and metabolic status, and dynamically adjusting perfusate composition, temperature +and pressure through algorithmic control to provide a microenvironment that approximates +physiological conditions. In future configurations, the platform may be combined with +perfusion modules, including robotic manipulators for localized interventions or supportive +treatment, to deliver stable support and targeted repair during transport and bridging periods. +Clinically, organ preservation robots are intended for the ex vivo preservation and +functional maintenance of solid organs such as the liver and kidney and are used in critical +steps from procurement at the donor hospital to implantation at the recipient center, including +storage, transport and viability assessment. The objective is to maintain, and in certain cases +improve, the transplantability of marginal donor organs prior to surgery, while also laying a +technical foundation for in-transit support of other vital organs. +China’s Number of Organ Transplant Cases +China’s organ transplant volume increased from 17.9 thousand in 2020 to 28.7 thousand +in 2025, representing a CAGR of 9.9%. It is projected to reach 41.4 thousand by 2031, +implying a CAGR of 6.0% from 2026 to 2031. The steady trajectory indicates sustained +expansion of transplant activity, supported by improvements in donor management and +allocation, growth in qualified transplant centers, and more standardized care pathways. The +rising procedure volume enlarges the addressable need for ex vivo preservation, in-transit +maintenance, and functional assessment solutions. +Needs of Organ Preservation + Reducing ischemic injury and maintaining organ viability : Cold static storage and low +oxygen supply leading to function decline. Under conventional cold static storage, organs +experience low oxygen supply, and their function progressively declines due to cold +ischemia. +INDUSTRY OVERVIEW +– 100 – + + +--- page 112 --- + Stabilizing the physical environment and lowering the risk of mechanical damage +during transfer : With standard boxes, repeated handovers and long-distance transport can +expose organs to vibration, compression and impact. There is a clinical need for carrier +systems that provide stable support and dampen external shocks across ground transport, +flights and handovers, helping to keep organ conditions consistent and reduce quality loss +from physical damage. + Improving the controllability of preservation duration : In real-world transport, traffic +delays, flight waiting times and mismatches between transport and surgical schedules can +cause organs to exceed the intended cold-storage window. Clinicians therefore need +preservation systems that can maintain near-physiological or sub-physiological +temperatures for longer periods and continuously monitor perfusion and oxygenation, +rather than relying solely on cold immersion and passive insulation, so as to slow +irreversible functional decline and extend the transplantable window. + Enabling real-time preoperative assessment to improve transplant success : Under +current practice, organs often lack continuous, quantitative functional evaluation before +arrival, and transplant teams must quickly decide whether an organ remains usable. +Clinical demand is therefore shifting from simple preservation to full-process monitoring +and dynamic assessment, with continuous recording of perfusion, viability and functional +indicators during transport to determine in advance whether the organ is still suitable for +transplantation. +Competitive Landscape of Organ Preservation Robot Market +The global organ preservation product landscape is steadily shifting toward more +advanced platforms, with 3 major companies worldwide emerging as the primary providers. +Transnovo focuses on the liver with CE and FDA PMA approvals and is extending to kidney +devices and multi-organ perfusion. Transmedics’s Organ Care System covers heart, lung and +liver with CE and FDA approvals and is advancing kidney perfusion, longer heart preservation +windows and air-logistics optimization. Transmedics is a listed company with a market +capitalization of around US$4 billion as of the Latest Practicable Date. OrganOx metra +® +provides normothermic machine perfusion platforms that simulate near-physiological +conditions with oxygenated blood at approximately 37°C to maintain organ activity. On August +25, 2025, Japan’s medical technology company Terumo announced a deal to acquire OrganOx +for approximately US$1.5 billion, with the aim of expanding its presence in the organ- +transplantation field. The transaction underscores the strong growth potential of organ +preservation and perfusion technologies amid persistent organ shortages and significant unmet +clinical needs. +Growth Drivers and Future Trends of Organ Preservation Robot Market +The growth of the organ preservation robot market is expected to be driven and shaped +by the following factors: + Clinical demand driven by severe donor-organ shortages : There is a persistent +global shortage of suitable donor organs, and the number of patients with organ +failure far exceeds the transplants that can be performed. According to the China +Organ Transplant Response System (COTRS) in China, over 140,000 patients were +registered on the national transplant waiting list in 2023. Organ preservation robots +are viewed as an important way to ease this imbalance by providing continuous +perfusion, oxygenation and maintenance from procurement to implantation, +improving the condition of damaged or marginal-quality organs and converting +some that are not immediately transplantable into viable grafts, thereby expanding +the donor pool without relying on additional sources of donation. + Policy orientation and funding support : Governments and regulators are giving +higher policy priority to organ preservation, transport and repair across the donation +transplant pathway and increasing investment in this field. In China, the Opinions +on Promoting the Healthy Development of Human Organ Donation (ආɛ +จԈ) and the Proposal on Promoting the +Development of High-Tech Fields Related to Mechanical Perfusion Preservation +and Repair of Organs ( +INDUSTRY OVERVIEW +– 101 – + + +--- page 113 --- +) call for standardized management, improved donor-organ quality and +utilization, and focused support for mechanical perfusion, continuous preservation +and in-transit repair, encouraging clinical adoption of related devices. In the +European Union, Horizon Europe provides funding for medical device innovation +and transplantation-related technologies, including organ preservation and repair +and next-generation organ maintenance platforms. +SOURCE OF INFORMATION +We engaged CIC, an independent market research and consulting company that provides +industry consulting services, commercial due diligence, and strategic consulting, to conduct +detailed research on and analysis of the medical robot market in China and globally. We have +agreed to pay a fee of RMB0.8 million to CIC in connection with the preparation of the CIC +Report. We have incorporated certain information from the CIC Report into this section, as +well as into “Summary,” “Business,” and elsewhere in this document to provide potential +investors with a comprehensive presentation of the industries where we operate. +During the preparation of the CIC Report, CIC conducted both primary and secondary +research, and gathered knowledge, statistics, information, and insights on industry trends +within the target research markets. The primary research involved interviews with key industry +experts and leading industry participants. The secondary research consisted of analyzing data +from various publicly available sources, such as the National Bureau of Statistics. +The CIC Report was compiled based on the following assumptions: (i) the overall social, +economic, and political environment in China and globally is expected to remain stable during +the forecast period; (ii) the economic and industrial development in China and globally is likely +to maintain a steady growth trajectory during the forecast period; (iii) key industry drivers are +likely to propel the medical robot market in China and globally forward during the forecast +period; and (iv) the market will not be dramatically or fundamentally affected by any extreme +force majeure events or unforeseen industry regulations. +INDUSTRY OVERVIEW +– 102 – + + +--- page 114 --- +CHINA REGULATORY OVERVIEW +China’s medical device industry is governed by numerous laws and regulations and is +subject to extensive government supervision. These laws and regulations cover areas including +the manufacturing and sales of medical devices, labor, and intellectual property. The primary +regulatory authority for this industry is the NMPA and other local regulatory bodies. In March +2018, the State Council Institutional Reform Plan adopted at the First Session of the 13th NPC +decided to dissolve the China Food and Drug Administration. On its foundation, the State +Administration for Market Regulation was established, under which the National Medical +Products Administration was set up to assume the responsibilities for the regulation of drugs, +medical devices, and cosmetics previously undertaken by the former China Food and Drug +Administration. +LA WS AND REGULATIONS RELATING TO MEDICAL DEVICES +Regulations Relating to and Classification of Medical Devices +According to the Regulations on the Supervision and Administration of Medical Devices +(ᔼᐕኜ္ຖ၍ଣૢԷ) (“Regulations on Medical Devices”) promulgated by the State +Council, which became effective on April 1, 2000, and were most recently revised on +December 6, 2024, effective January 20, 2025, medical devices are classified into Category I +(low risk), Category II (medium risk), and Category III (high risk) based on their risk levels. +A Category I medical device refers to a device with a low risk level, for which routine +management is sufficient to ensure its safety and effectiveness. A Category II medical device +refers to a device with a medium risk level, which requires strict regulatory control to ensure +its safety and effectiveness. A Category III medical device refers to a device with a high risk +level, which requires special measures for strict regulatory control to ensure its safety and +effectiveness. Consequently, the NMPA has issued the Medical Device Classification Catalog +(ᔼᐕኜʱᗳͦ) (“Catalog”), which was most recently updated in August 2023. +Registration and Filing of Medical Device Products +According to the Regulations on Medical Devices and the Measures for the +Administration of Medical Device Registration and Filing (၍ଣ፬ +) promulgated by the SAMR on August 26, 2021, and effective October 1, 2021, Category +I domestic medical devices are subject to a filing requirement, where the filing applicant +submits the filing materials to the food and medical products administration of the municipality +(with districts) where the filing applicant is located. If the matters specified in the filing +materials change, the applicant shall update the filing with the original filing authority. +Category II and Category III medical devices are subject to administration of product +registration. Applications for registration of Category II domestic medical devices are reviewed +by the medical products administration of the province, autonomous region, or municipality +directly under the Central Government where the applicant is located; upon approval, a medical +device registration certificate is issued. Applications for registration of Category III domestic +medical devices are reviewed by the NMPA; upon approval, a medical device registration +certificate is issued. For any registered Category II or Category III medical device, if +substantial changes occur in its design, raw materials, production process, intended use, or +usage method that may affect the safety and effectiveness of the medical device, the +registration holder shall apply to the original registration authority for registration change +procedures. +To standardize the administration of medical device registration, the NMPA formulated +and issued standardized formats for medical device registration application materials and +approval documents on September 29, 2021, based on the Regulations on Medical Devices and +the Measures for Administration of Registration and Recordation of Medical Devices. These +formats have been applicable since January 1, 2022. +Registration Testing +According to the Measures for Administration of Registration and Recordation of Medical +Devices, when applying for registration or recordation, the product must be tested according +to its technical requirements, and the test report must be submitted. Only products that pass the +REGULATORY OVERVIEW +– 103 – + + +--- page 115 --- +testing can proceed to clinical trial or apply for registration and recordation. The test report for +the medical device product submitted for registration or recordation can be a self-test report +from the applicant and submitter, or a test report issued by a qualified medical device testing +institution. +Clinical Evaluation +According to the Regulations on Medical Devices and the Measures for Administration of +Registration and Recordation of Medical Devices, clinical evaluation is required for the +registration or recordation of a medical device product; however, clinical evaluation may be +exempted under the circumstances as set out in the relevant regulations. The NMPA formulates, +adjusts, and announces the Catalog of Medical Devices Exempt from Clinical Evaluation. +Consequently, the NMPA has announced the Catalog of Medical Devices Exempt from Clinical +Evaluation (ᑗґ൙ᄆᔼᐕኜͦ) (“Exemption Catalog”), which became effective +on October 1, 2021. If a medical device meets the criteria in (i) or (ii) above, it may be included +in the Exemption Catalog. On May 13, 2025, the NMPA revised the Catalog of Medical +Devices Exempt from Clinical Evaluation (2023) (ආБᑗґ൙ᄆᔼᐕኜͦ(2023 +ϋ)) (NMPA Announcement [2023] No. 33), forming the Catalog of Medical Devices Exempt +from Clinical Evaluation (2025) (ආБᑗґ൙ᄆᔼᐕኜͦ(2025 ϋ)). +Clinical Trials +On March 1, 2016, the CFDA and the National Health and Family Planning Commission +of the People’s Republic of China jointly promulgated the Good Clinical Trial Practice for +Medical Devices ( ᔼᐕኜᑗґ༊᜕ሯඎ၍ଣᇍ), which became effective on June 1, +2016. On March 24, 2022, the NMPA and the National Health Commission organized a revision +of the Good Clinical Trial Practice for Medical Devices, which became effective on May 1, +2022. These provisions cover the entire process of medical device clinical trials, including trial +protocol design, implementation, monitoring, auditing, inspection, as well as data collection, +recording, analysis, summarization, and reporting. The sponsor of a medical device clinical +trial shall establish a quality management system that covers the entire clinical trial process for +medical devices to ensure compliance with relevant laws and regulations and to protect the +rights, interests, and safety of subjects. When implementing a medical device clinical trial, the +sponsor shall, based on the trial objectives and comprehensively considering the risks, +technical characteristics, intended use, and scope of application of the investigational device, +organize the development of a scientific and reasonable clinical trial protocol. +According to the Regulations on the Supervision and Administration of Medical Devices +and the Measures for the Administration of Medical Device Registration and Filing, clinical +evaluation is required for the registration or filing of medical device products. A medical +device may be exempt from clinical evaluation only where its working mechanism is well +understood, its design is finalized, its manufacturing process is mature, comparable products +of the same type have been used clinically for many years without records of serious adverse +events, and its intended use remains unchanged, or its safety and effectiveness can be +demonstrated through non-clinical evaluation. Clinical evaluation may be conducted through +clinical trials or through analysis of clinical literature and clinical data of comparable medical +devices, and that clinical trials are required where existing data are insufficient to demonstrate +safety and effectiveness. Where existing clinical literature or clinical data are insufficient to +confirm the safety and effectiveness of a medical device, clinical trials must be conducted. +The appendix to the Announcement of the National Medical Products Administration on +the Issuance of Five Technical Guidelines, Including the Technical Guideline on the Decision +Whether to Conduct Medical Device Clinical Trials (Announcement No. 73 of 2021) ( +ഃ 5ஷѓ (2021 ϋୋ73 +)), titled Technical Guideline on the Decision Whether to Conduct Medical Device Clinical +Trials (), further provides that the necessity +of conducting a clinical trial should be comprehensively assessed by taking into account factors +such as the intended use, technical characteristics, biological characteristics, risk level, and +differences from existing medical devices or existing diagnostic and treatment methods. Where +the results of non-clinical studies and/or existing clinical data are insufficient to demonstrate +REGULATORY OVERVIEW +– 104 – + + +--- page 116 --- +compliance with the basic principles of medical device safety and performance, a clinical trial +may be required. As a general principle, Class III medical devices with relatively high clinical +risk and novel medical devices are required to undergo clinical trials, unless they meet specific +exemption criteria. +In addition, the appendix to the Announcement of the National Medical Products +Administration on Issuing the Catalog of Medical Devices Exempt from Clinical Evaluation +sets out the Catalog of Medical Devices Exempt from Clinical Evaluation (2025) (ᖹ္ +ஷѓ(2025 ϋ)), which specifies medical +device products that are exempt from clinical evaluation. +Production Permit for Medical Devices +According to the Regulations on Medical Devices and the Measures for the Supervision +and Administration of Medical Device Production revised by the SAMR on March 10, 2022, +and effective on the same date, engaging in the production of medical devices requires meeting +the relevant conditions: +(1) having a production site, environmental conditions, production equipment, and +professional technical personnel commensurate with the medical devices to be +produced; +(2) having an institution or full-time inspection personnel and inspection equipment for +quality inspection of the medical devices produced; +(3) having a management system that ensures the quality of the medical devices +produced. +Entities engaged in the production of Category I medical devices shall file with the local +medical products administration of municipality (with districts), submitting proof materials +demonstrating that they meet the conditions for engaging in relevant medical device production +activities as stipulated in the Regulations on Medical Devices. Entities engaged in the +production of Category II and/or Category III medical devices shall apply for a production +permit from the medical products administration of the province, autonomous region, or +municipality directly under the Central Government where they are located and submit proof +materials demonstrating that they meet the conditions stipulated in the Regulations on Medical +Devices, along with the product registration certificate for the medical devices to be produced. +Production of and Quality Management for Medical Devices +According to the Measures for the Supervision and Administration of Medical Device +Production () revised by the SAMR on March 10, 2022, and +the Good Manufacturing Practice for Medical Devices promulgated by the CFDA on December +29, 2014, effective March 1, 2015, medical device manufacturers shall establish and maintain +an effective quality management system in accordance with the requirements of the Good +Manufacturing Practice for Medical Devices ( ᔼᐕኜ͛ପሯඎ၍ଣᇍ) and ensure the +effective operation of such medical devices. Medical device manufacturers shall regularly +conduct comprehensive self-inspections of their quality management system operations +according to the Good Manufacturing Practice for Medical Devices requirements and submit +self-inspection reports to the food and medical products administration of the province, +autonomous region, municipality directly under the Central Government, or municipality with +districts where they are located before the end of each year. +Business Permit for Medical Devices +Pursuant to the Measures for Supervision and Administration of Medical Device Business +() promulgated by the CFDA on July 30, 2014, effective +October 1, 2014, and most recently revised by the SAMR on March 10, 2022, effective May +1, 2022, enterprises distributing Category I medical devices do not require approval from the +NMPA or its local branches. Enterprises distributing Category II medical devices shall +complete a filing with the municipal-level (with districts) medical products administration +where they are located; enterprises distributing Category III medical devices shall apply for a +business permit from the municipal-level (with districts) medical products administration +REGULATORY OVERVIEW +– 105 – + + +--- page 117 --- +where they are located. A business permit for medical devices is valid for five years. The +permit holder shall apply for an extension between 30 and 90 working days prior to the expiry +date. Medical device registration holders or filing applicants selling their own medical devices +at their registered address or production site are exempt from obtaining a separate business +permit or recordation, provided they meet the stipulated operating conditions. +Medical device distribution in China is also regulated by the Good Sales Practice of +Medical Devices, promulgated by the NMPA on December 12, 2014, and revised by the NMPA +on December 4, 2023, effective July 1, 2024. Accordingly, enterprises distributing medical +devices shall implement risk management based on the risk category of the medical devices +they distribute, adopt corresponding quality management measures, and maintain relevant +records or files. Unless otherwise stipulated, medical device distributors shall also have +business premises and warehouses suitable for their distribution scope and scale, with the area +of such premises and warehouses meeting operational requirements. +Special Review Procedure for Innovative Medical Devices +On October 8, 2017, the General Office of the CPC Central Committee and the General +Office of the State Council issued the Opinions on Deepening the Reform of the Evaluation and +Approval System and Encouraging Innovations in Drugs and Medical Devices (ଉʷᄲ +จԈ) (“Opinions”), aiming to encourage +innovation in medical devices. According to the Opinions, priority review and approval shall +be granted to innovative medical devices supported by the National Science and Technology +Major Projects and the National Key Research and Development Programs, as well as those for +which clinical trials are conducted by National Clinical Medical Research Centers and +recognized by the administrative department of the National Clinical Medical Research +Centers. +Pursuant to the Special Review Procedure for Innovative Medical Devices ( ௴อᔼᐕ +ҏ) promulgated by the NMPA on November 2, 2018, and effective +December 1, 2018, the special review procedure applies to medical devices meeting the +specific circumstances. The Center for Medical Device Evaluation of the National Medical +Products Administration shall prioritize the technical review of registered innovative medical +devices that have been accepted; after the technical review concludes, the NMPA shall +prioritize the administrative approval. +Two-Invoice System +On December 26, 2016, eight government departments, including the CFDA, jointly +issued the Notice on Implementing the ‘Two-Invoice System’ in Drug Procurement by Public +Medical Institutions (For Trial Implementation) (મᒅʕપБՇ +จԈ(༊Б)) (“Notice”). According to the Notice, the “Two-Invoice +System” means one invoice issued from the drug manufacturer to the distribution enterprise, +and one invoice issued from the distribution enterprise to the medical institution. The Notice +explicitly states that the “Two-Invoice System” shall be gradually implemented in drug +procurement by public medical institutions, and other medical institutions are encouraged to +implement the “Two-Invoice System”, aiming for nationwide comprehensive implementation +by 2018. +Pursuant to the relevant requirements of the “Two-Invoice System,” such system +primarily applies to the distribution of pharmaceutical products. Only certain provinces, +namely Fujian, Shaanxi, Shanxi and Anhui, have expressly required the implementation of the +“Two-Invoice System” in the field of high-value medical consumables. High-value medical +consumables mainly include centrally procured medical consumables used in areas such as +vascular intervention, orthopedic implants, neurosurgery, structural heart disease, non-vascular +intervention, pacemakers, electrophysiology, staplers, extracorporeal circulation and blood +purification, artificial organs and tissues, hernia repair, dentistry and ophthalmology. The +percutaneous puncture surgical robots currently manufactured and sold by us are reusable +medical devices and do not constitute pharmaceuticals or medical consumables; therefore, they +are not subject to the “Two-Invoice System.” Certain disposables used in conjunction with the +robots currently manufactured and sold by us constitute medical consumables; however, they +do not fall within the category of high-value medical consumables that are expressly required +by the relevant regulatory authorities to be subject to the “Two-Invoice System.” In addition, +REGULATORY OVERVIEW +– 106 – + + +--- page 118 --- +neither we nor our distributors have sold such disposables in Fujian, Shaanxi, Shanxi or Anhui +province. Accordingly, our PRC Legal Advisors are of the view that the “Two-Invoice System” +does not apply to our current sales of disposables. +Our PRC Legal Advisors are of the view that our current production and sales of surgical +robots and related disposable products are not subject to the national medical insurance system. +However, the diagnostic and treatment services provided to patients by hospitals through the +use of our Core Product involve, and are subject to, the relevant laws and regulations governing +reimbursement under the national medical insurance system. +Our PRC Legal Advisors are of the view that our current production and sales of surgical +robots and related disposable products are subject to the relevant laws and regulations +governing the procurement and centralized procurement management of medical devices. +Overseas Clinical Trial Data for Medical Devices +On January 10, 2018, the CFDA issued the Technical Guiding Principles for the +Acceptance of Overseas Clinical Trial Data for Medical Devices ( ટաᔼᐕኜྤ̮ᑗґ༊ +) (“Technical Guiding Principles”). According to the Technical Guiding +Principles, overseas clinical trial data refers to the research data generated during the process +of confirming the safety and effectiveness of a medical device intended for registration in +China, under normal conditions of use in all or the same period in clinical trial institutions that +meet the requirements of the country (region) where clinical trials are conducted overseas. +According to the Technical Guiding Principles, the overseas clinical trial materials +submitted by the applicant shall include at a minimum: the clinical trial protocol, ethical +opinion, and the clinical trial report. The clinical trial report shall contain analysis and +conclusions based on the complete clinical trial data. Overseas clinical trial data that complies +with Chinese registration requirements and is scientific, complete, and sufficient shall be +accepted. If the overseas clinical trial data meets the basic requirements of the Technical +Guiding Principles but requires supplementary data according to Chinese registration technical +requirements, supplementary clinical trials may be conducted within or outside China. The data +from these supplementary trials, combined with the original overseas clinical trial data and +comprehensively evaluated, will be accepted if they subsequently meet Chinese registration +technical requirements. +Adverse Event Monitoring and Reevaluation of Medical Devices +In accordance with the Regulations on Medical Devices, medical device registration +holders and filing holders are obligated to conduct adverse event monitoring and reevaluation. +Registration holders and filing holders must establish a medical device adverse event +monitoring system, equip it with appropriate monitoring institutions and personnel based on +their products, and actively monitor adverse events for their products. They must report +investigations, analyses, evaluations, and product risk control measures to the technical +institution for medical device adverse event monitoring as stipulated by the NMPA. Under +specific circumstances, medical device registration holders and filing holders shall proactively +initiate a reevaluation of their registered/filed medical devices. +On August 13, 2018, the SAMR and the NHC jointly promulgated the Measures for +Administration of Monitoring and Reevaluation of Adverse Events Associated with Medical +Devices (), effective January 1, 2019. These +measures specify the adverse event monitoring and reevaluation obligations of medical device +marketing authorization holders (i.e., the registration holders and filing holders of medical +devices, collectively “holders”). +Export Registration +Pursuant to the Regulations on the Administration of Export Sales Certificates of Medical +Devices () (No. 18 of Notice of China Food and Drug +Administration in 2015) promulgated by China Food and Drug Administration on June 1, 2015 +and came into effect on September 1, 2015, if a manufacturing enterprise has obtained a +registration certificate and a production permit of medical devices in China or has completed +REGULATORY OVERVIEW +– 107 – + + +--- page 119 --- +the filing procedures for the registration and production of medical devices, the provincial drug +supervision and administration authority at the place where the enterprise is located may issue +a Medical Device Product Export Sales Certificate ()t ot h e +enterprise. +National Medical Insurance System +Article 28 of the Social Insurance Law of the People’s Republic of China (Revised in +2018) (ج2018͍)) provides that medical expenses incurred +for items that fall within the scope of the Basic Medical Insurance Drug Catalog, diagnostic +and treatment items, medical service facilities standards, as well as emergency and rescue +services, shall be paid from the basic medical insurance fund in accordance with national +regulations. +The Notice on Printing and Issuing Opinions on the Management of Urban Employee +Basic Medical Insurance Diagnosis and Treatment Items, the Scope of Medical Service +Facilities, and Payment Standards (Lao She Bu Fa [1999] No. 22) (ᕄᔖʈਿ͉ +(೯[1999]22 )) +stipulates the scope of diagnostic instruments, therapeutic devices, and diagnostic tests +concerning the reimbursement of medical devices and diagnostic testing, for which partial +costs are reimbursed through the basic medical insurance schemes. The Notice also includes a +negative list excluding certain devices and medical services from government reimbursement. +The specific reimbursement scope and ratio for medical devices and medical services +(including diagnostic tests and reagents) are governed by local policies in each province. +The Interim Measures for the Administration of Designated Medical Institutions for +Medical Insurance (Order No. 2 of the National Healthcare Security Administration) ( ᔼᐕ +(ღ҅˿ୋ2)), promulgated by the National +Healthcare Security Administration (“NHSA”) on December 30, 2020 and effective from +February 1, 2021, provide that medical expenses incurred by designated medical institutions in +the provision of medical services that fall within the scope of medical insurance reimbursement +shall be settled between the coordinating regional agency and the relevant medical institution +in accordance with applicable rules. +On January 20, 2026, the NHSA issued the Guidelines for the Establishment of Medical +Service Pricing Items for Surgical and Therapeutic Auxiliary Procedures (Trial) (ط +یܸ(༊Б)), which incorporate items such as surgical +navigation-assisted procedure fees, robotic arm-assisted surgical procedure fees, and remote +surgical assistance fees into a set of nationally unified medical service pricing item standards. +These guidelines provide a policy basis for the inclusion of relevant diagnostic and treatment +services into the medical insurance payment framework. +Accordingly, diagnostic and treatment items, medical services and medical consumables +that meet the requirements of the basic medical insurance system may be included in the scope +of medical insurance payment management in accordance with national and local regulations, +and the relevant medical expenses may be reimbursed from the basic medical insurance fund +at applicable reimbursement ratios. Our Core Product provides diagnostic and therapeutic +services to patients, has demonstrated safety and effectiveness through clinical trials, has +obtained Class III medical device registration certificates issued by the NMPA, and offers +significant clinical value, including enhanced precision, minimally invasive characteristics and +reduced complication rates. Furthermore, the NHSA has standardized the relevant medical +service pricing item framework through its medical service pricing guidelines. On this basis, +our products are compliant with applicable laws and regulations, meet clinical needs, are safe +and effective, and are reasonably priced, and therefore are eligible to be considered for +inclusion in the scope of medical insurance payment management in accordance with national +and local regulations. Provincial-level healthcare security authorities may, on a regular or ad +hoc basis, initiate reviews of medical service pricing items and make corresponding +adjustments or additions to the scope of medical insurance reimbursement within their +respective jurisdictions. +REGULATORY OVERVIEW +– 108 – + + +--- page 120 --- +Procurement of Medical Devices +Pursuant to the Notice of the Ministry of Health on Further Strengthening the +Administration of Centralized Procurement of Medical Devices (ආɓӉ̋੶ᔼ +) issued on June 21, 2007, all non-profit medical institutions +operated by governments at all levels, industries, and state-owned enterprises must participate +in the centralized procurement of medical devices. No medical institution may circumvent +centralized procurement. +According to the Notice on Issuing the Opinions on Reforming the Drug and Medical +Service Price Formation Mechanism (ٙ +) promulgated by the NDRC, the Ministry of Health of the People’s Republic of China +(responsibilities of the former Ministry of Health were successively assumed by the National +Health and Family Planning Commission, which was established as a part of the 2013 +institutional reform, and by the National Health Commission, which was established as a part +of the 2018 institutional reform), and the Ministry of Human Resources and Social Security of +the People’s Republic of China on November 9, 2009, the administration of medical device +prices shall be strengthened. For high-value medical devices, especially implantable +(interventional) devices, measures such as limiting the differential rate in the distribution chain +and publishing market price information may be used to guide the rational formation of prices. +Pursuant to the Notice of the General Office of the Ministry of Health on Issuing the Work +Specifications (Trial) for Centralized Procurement of Category A Large Scale Medical +Equipment (Wei Ban Gui Cai Fa [2012] No. 96) (ᔼ͜ண௪ +ණʕમᒅʈЪᇍ(༊Б)(ሊ፬ৌ೯[2012]96 )), the centralized procurement of +Category A large scale medical equipment is organized and implemented uniformly by the +Ministry of Health. All nonprofit medical institutions established by governments at various +levels or by state owned enterprises (including state controlled enterprises) that procure +Category A large scale medical equipment are required to participate in such centralized +procurement. Local authorities are required to formulate, based on local conditions, +corresponding work specifications for the centralized procurement of Category B large scale +medical equipment, and to actively promote the implementation of such procurement +mechanisms. +According to the Measures for Administration of the Allocation and Use of Large Medical +Equipment (for Trial Implementation) (ج(༊Б)) issued +by the NHC and the NMPA on May 22, 2018, and effective on the same date, large medical +equipment refers to large medical devices that involve complex technology, require significant +capital investment and high operating costs, have a substantial impact on medical expenses, +and are subject to Catalog-based administration. The Catalog of Large Medical Equipment was +proposed by the NHC in conjunction with relevant departments of the State Council and +announced for implementation after approval by the State Council. The Catalog for +Administration of the Allocation of Large Medical Equipment includes Category A and +Category B. Applications for the allocating Category A large medical equipment shall be +submitted to the NHC; applications for allocating Category B large medical equipment shall be +submitted to the provincial-level health administration department where the applicant is +located. Our products do not fall under Category A or Category B and are not subject to +Catalog-based administration. +Pursuant to the Notice of the General Office of the State Council on Issuing the Reform +Plan for the Governance of High-Value Medical Consumables (Guo Ban Fa [2019] No. +37) (Ι೯<ࣩ>(፬೯[2019]37 )), a +price monitoring and centralized procurement management platform for high-value medical +consumables has been established. Under principles such as volume-based procurement, +linkage between quantity and price, and promotion of market competition, regulators are to +explore classified centralized procurement of high-value medical consumables. All public +medical institutions are required to conduct procurement of high-value medical consumables +through the centralized procurement platform in an open and transparent manner. +Pursuant to the Administrative Measures (Trial) for the Use of Medical +Consumables by Medical Institutions (Guo Wei Yi Fa [2019] No. 43) ( ᔼᐕዚᔼ͜ঃҿ၍ +ج(༊Б)(ሊᔼ೯[2019]43 )), medical institutions are required to select consumables +for their internal supply catalogues from items that have already been included in national or +provincial centralized procurement catalogues. Where procurement outside such catalogues is +necessary, the relevant procedures must be conducted in accordance with applicable +regulations. +REGULATORY OVERVIEW +– 109 – + + +--- page 121 --- +Pursuant to the Guiding Opinions on Carrying Out Nationally Organized V olume-Based +Centralized Procurement and Use of High-Value Medical Consumables (Yi Bao Fa [2021] No. +31) (ኬจԈ (೯[2021]31 +)) and other relevant regulations, priority is given to incorporating into centralized +procurement those high-value medical consumables that (i) have large clinical usage volume, +(ii) involve relatively high procurement amounts, (iii) are clinically mature in application, (iv) +are subject to relatively sufficient market competition, and (v) exhibit a high level of product +substitutability. Selection criteria are determined with reference to factors including market +sales conditions, clinical demand and advances in medical technology. +Accordingly, based on the foregoing laws, regulations and normative documents, as well +as the centralized procurement rules for medical equipment and medical consumables +promulgated by various provinces and municipalities, certain of our products, including +single-use puncture guidance devices, ablation needles, biopsy needles, positioning +consumables, and dedicated single-use consumables used in conjunction with surgical robots, +may fall within the scope of local centralized procurement of high-value medical consumables +in certain provinces and regions. In addition, our percutaneous puncture surgical robots may +be included in the scope of centralized procurement of medical equipment in certain provinces +or regions. +LA WS AND REGULATIONS RELATING TO CYBERSECURITY, DATA SECURITY, +AND PERSONAL INFORMATION PROTECTION +The Cybersecurity Law of the People’s Republic of China ( ʕശɛ͏ձၣഖτΌ +) (“Cybersecurity Law”) was promulgated by the Standing Committee of the NPC on +November 7, 2016, and took effect on June 1, 2017. The Cybersecurity Law stipulates that +network operators must comply with laws and regulations and fulfill cybersecurity protection +obligations when conducting business operations and providing services. The Cybersecurity +Law further provides that network operators shall take necessary technical measures and other +steps in accordance with applicable laws, regulations, and mandatory national requirements to +ensure network security and stable operation, effectively respond to cybersecurity incidents, +prevent illegal and criminal activities online, and maintain the integrity, confidentiality, and +availability of network data. +The Data Security Law of the People’s Republic of China ( ʕശɛ͏ձᅰኽτΌ +) was promulgated by the Standing Committee of the NPC on June 10, 2021, and became +effective on September 1, 2021. +Article 24 of the Data Security Law of the PRC provides that the State establishes a data +security review system to conduct national security reviews of data processing activities that +affect or may affect national security. Decisions made pursuant to such security reviews are +final decisions. +Article 31 of the same law further provides that, with respect to the security management +of outbound transfers of important data collected and generated by operators of critical +information infrastructure during their operations within the territory of the People’s Republic +of China, the relevant provisions of the Cybersecurity Law of the People’s Republic of China +shall apply. The measures governing the outbound transfer security management of important +data collected and generated within the territory of the People’s Republic of China by other +data processors shall be formulated by the national cyberspace administration authority in +conjunction with relevant departments under the State Council. +The Personal Information Protection Law of the People’s Republic of China ( ʕശɛ͏ +) (“Personal Information Protection Law”) was promulgated by the +Standing Committee of the NPC on August 20, 2021, and became effective on November 1, +2021. This legislation establishes a comprehensive regulatory framework for the processing of +personal information, encompassing the following provisions: — The processing of personal +information must serve clear and legitimate purposes; — The processing of sensitive +information shall be subject to additional safeguards; — The provision of personal information +to external parties and the outsourcing of processing activities require the execution of specific +agreements to ensure security; — The storage, deletion, public disclosure, and automated +decision-making involving personal information must comply with specialised regulations; — +Personal information processors shall implement appropriate organisational, institutional, and +technical measures to guarantee security. +REGULATORY OVERVIEW +–1 1 0– + + +--- page 122 --- +The State Council promulgated the Regulations on Network Data Security Management +(ၣഖᅰኽτΌ၍ଣૢԷ) on September 24, 2024, which became effective on January 1, +2025. The Regulations on Network Data Security Management stipulate that where the network +data processing activities of a network data processor affect or may affect national security, it +shall undergo a national security review in accordance with relevant state regulations. +REGULATIONS RELATING TO CYBERSECURITY REVIEW +On December 28, 2021, the Cyberspace Administration of China (“CAC”), the NDRC, the +Ministry of Industry and Information Technology (“MIIT”) of China, and 10 other Chinese +regulatory authorities jointly promulgated the Measures for Cybersecurity Review ( ၣഖτ +), which became effective on February 15, 2022. Article 2 provides that where +operators of critical information infrastructure procure network products or services, or +network platform operators conduct data processing activities, and such activities affect or may +affect national security, a cybersecurity review shall be conducted in accordance with these +Measures. Article 5 further provides that where operators of critical information infrastructure +procure network products or services, they are required to assess in advance the potential +national security risks that may arise after such products or services are put into use. Where +such procurement affects or may affect national security, the operator is required to apply to +the Cybersecurity Review Office for a cybersecurity review. Article 7 provides that a network +platform operator that holds personal information of more than one million users and seeks to +list overseas is required to apply to the Cybersecurity Review Office for a cybersecurity review. +REGULATIONS RELATING TO CROSS-BORDER DATA TRANSMISSION +The CAC promulgated the Measures for the Security Assessment of Outbound Data +Transfer () on July 7, 2022, which became effective on September +1, 2022, which provides that where a data processor provides data outside the PRC under any +of the following circumstances, it shall apply for a data export security assessment through the +provincial-level cyberspace administration authority at its place of operation and submit such +application to the national cyberspace administration authority: (i) the data processor provides +important data outside the PRC; (ii) an operator of critical information infrastructure, or a data +processor that processes personal information of more than one million individuals, provides +personal information outside the PRC; (iii) since January 1 of the preceding year, the data +processor has cumulatively provided outside the PRC personal information of 100,000 +individuals or sensitive personal information of 10,000 individuals, and continues to provide +personal information outside the PRC; or (iv) other circumstances requiring a data export +security assessment as prescribed by the national cyberspace administration authority. +According to the Measures for the Standard Contract for Outbound Transfer of Personal +Information () promulgated by the CAC on February 22, 2023, +and effective June 1, 2023. This legislation redefines the entities and circumstances requiring +data export security assessments, the conclusion of standard contractual clauses, and the +adoption of protection certifications. It also stipulates conditions for exempting certain data +export activities from security assessments, standard contractual clauses, and protection +certifications, establishes data export ‘special zones’, and implements a negative list system +within free trade pilot zones to facilitate the lawful, orderly, and free flow of data. +LA WS AND REGULATIONS RELATING TO COMPANY ESTABLISHMENT AND +FOREIGN INVESTMENT +The establishment, operation, and governance of Chinese business entities are governed +by the Company Law of the People’s Republic of China () +(“Company Law of PRC”), which was promulgated by the Standing Committee of the NPC on +December 29, 1993, and was last revised on December 29, 2023, effective July 1, 2024. +Limited liability companies and companies limited by shares established in China are subject +to the Company Law of PRC. Unless otherwise provided by the Foreign Investment Law, +foreign-funded companies are also governed by the Company Law of PRC. +REGULATORY OVERVIEW +– 111 – + + +--- page 123 --- +The Foreign Investment Law of the People’s Republic of China ( ʕശɛ͏ձ̮ਠ +) (“Foreign Investment Law”) was promulgated by the NPC on March 15, 2019, and +took effect on January 1, 2020. According to the Foreign Investment Law, the state implements +a management system for foreign investment that grants pre-establishment national treatment +supplemented by a negative list. The negative list is issued or approved for issuance by the +State Council. +The NDRC and the MOFCOM issued the Special Administrative Measures (Negative +List) for the Access of Foreign Investment (2024) (݄( +ఊ)(2024و)) on September 6, 2024, effective November 1, 2024. This Negative List +uniformly specifies special administrative measures for foreign investment access, such as +equity requirements and senior management requirements. Sectors not listed in the Negative +List for the Access of Foreign Investment shall be managed in accordance with the principle +of equal treatment for domestic and foreign investment. Both domestic and foreign investors +are uniformly subject to the relevant provisions of the Negative List for Market Access. +REGULATIONS RELATING TO SECURITIES AND OVERSEAS LISTINGS +The Securities Law of the People’s Republic of China (), last +revised on December 28, 2019, and effective March 1, 2020, governs securities issuance and +trading, securities listings, and the acquisition of listed companies, among other matters. The +Securities Law of the People’s Republic of China stipulates that domestic enterprises directly +or indirectly issuing securities overseas or having their securities listed and traded overseas +shall comply with the relevant provisions of the State Council. +On February 17, 2023, the CSRC promulgated the Trial Measures for Administration of +Overseas Securities Offering and Listing by Domestic Enterprises ( ྤʫΆุྤ̮೯БᗇՎ +) (the “Trial Measures for Overseas Listings”), which took effect on +March 31, 2023. The Trial Measures for Overseas Listings comprehensively reformed the +regulatory system for the directly or indirectly overseas issuance and listing of securities by +domestic Chinese companies, adopting a filing-based regulatory regime. According to the Trial +Measures for Overseas Listings, domestic Chinese companies offering securities and listing +overseas, whether directly or indirectly, must complete the filing procedure with the CSRC. +On February 24, 2023, the CSRC, in conjunction with the MOF, the National +Administration of State Secrets Protection, and the National Archives Administration, +promulgated the Provisions on Strengthening the Confidentiality and Archives Management +Work Related to Overseas Securities Offering and Listing by Domestic Enterprises (̋ +) (the “Archive Rules”), +effective March 31, 2023. According to the Archive Rules, domestic enterprises seeking +overseas securities offering and listing shall strictly comply with relevant Chinese laws and +regulations, enhance their legal awareness regarding the protection of state secrets and the +strengthening of archives management, establish and improve confidentiality and archives +management systems, and take necessary measures to implement confidentiality and archives +management responsibilities. “Domestic enterprise” may refer to one of the following entities: +a domestic company limited by shares directly offering and listing overseas, or the domestic +operating entity of a corporate entity indirectly offering and listing overseas. +Regulations Relating to H-Share Full Circulation +“Full circulation” refers to the listing and circulation on the Hong Kong Stock Exchange +of the domestic unlisted shares of H-share companies (including domestic unlisted shares held +by domestic shareholders prior to the overseas listing, domestic unlisted shares issued +domestically after the overseas listing, and non-listed shares held by foreign shareholders). +On November 14, 2019, the CSRC published the Guidelines on Application for “Full +Circulation” of Domestic Unlisted Shares of H-share Companies ( H΅ +ˏ) (the “Full Circulation Guidelines”), which were revised on +August 10, 2023. According to the Full Circulation Guidelines, provided that relevant laws and +regulations, as well as policies relating to state-owned asset management, foreign investment, +and industry regulation are complied with, holders of domestic unlisted shares may +independently negotiate and determine the quantity and proportion of shares for which they +apply for circulation, and authorize the H-share company to file for the “full circulation” with +the CSRC. Domestic joint stock limited companies that are not yet listed may file for “full +REGULATORY OVERVIEW +–1 1 2– + + +--- page 124 --- +circulation” with the CSRC concurrently when applying for their initial overseas public +offering and listing. Once domestic non-listed shares are listed and circulated on the Stock +Exchange, they cannot be transferred back for domestic listing. According to the Trial +Measures for Overseas Listings effective March 31, 2023, for a domestic enterprise directly +offering and listing overseas, shareholders holding their domestic non-listed shares who apply +to convert the domestic non-listed shares held by them into overseas listed shares and have +them listed and circulated on an overseas exchange shall comply with the relevant provisions +of the CSRC and authorize the domestic enterprise to file with the CSRC. +On December 31, 2019, China Securities Depository and Clearing Corporation Limited +and the Shenzhen Stock Exchange jointly published the Implementation Rules for H-Share +“Full Circulation” Business ( H) (the “Business Implementation +Rules”). The Business Implementation Rules apply to relevant businesses involved in H-share +full circulation, including cross-border transfer registration, depository and maintenance of +holding details, trading entrustment and order transmission, settlement, management of +settlement participants, and services for nominee holders. Matters not stipulated in the +Business Implementation Rules shall be handled by reference to other business rules of China +Securities Depository and Clearing Corporation Limited, China Securities Depository and +Clearing (Hong Kong) Company Limited, and the Shenzhen Stock Exchange. +LA WS AND REGULATIONS RELATING TO TAXATION +Enterprise Income Tax +The Enterprise Income Tax Law of the People’s Republic of China ( ʕശɛ͏ձΆ +) (“Enterprise Income Tax Law”) promulgated by the Standing Committee of the +NPC on March 16, 2007, and last revised on December 29, 2018, effective on the same date, +establishes the basic framework for enterprise income tax. The Regulations on the +Implementation of the Enterprise Income Tax Law of the People’s Republic of China ( ʕശ +ૢԷ) (“Implementation Regulations”) issued by the State +Council on December 6, 2007, most recently revised on December 6, 2024, and effective +January 20, 2025, further clarify this legal framework. These regulations classify enterprises +into two distinct categories: resident enterprises and non-resident enterprises. Resident +enterprises are subject to enterprise income tax on their global income (including income +derived from both within and outside China) at the standard rate of 25%. For non-resident +enterprises, the tax treatment varies depending on their operations in China. +According to the Measures for Administration of Accreditation of New and Hi-tech +Enterprises jointly issued by the Ministry of Science and Technology (၍ +), the MOF, and the SAT, effective January 1, 2016, enterprises recognized as high +and new technology enterprises are eligible for a preferential enterprise income tax rate of +15%. This preferential rate applies throughout the three-year validity period of the High and +New Technology Enterprise Certificate (calculated from the date of issuance). To maintain this +preferential tax qualification, an enterprise may apply for re-determination as a high and new +technology enterprise around the expiry of its existing certificate. This policy framework +enables qualified enterprises to continuously enjoy the preferential tax rate through successive +re-determinations, provided they continue to meet all the eligibility criteria set forth in the +Measures. +Pursuant to the Notice on the Preferential Enterprise Income Tax Policies for Enterprises +in the Hengqin Guangdong-Macau In-Depth Cooperation Zone (ΥЪਜΆ +) (Cai Shui [2022] No. 19) jointly issued by the Ministry of +Finance and the State Taxation Administration on May 25, 2022, eligible industrial enterprises +established in the Hengqin Guangdong-Macau In-Depth Cooperation Zone (which the +Company satisfies) are subject to enterprise income tax at a reduced rate of 15%. +VAT +The Interim Regulations of the People’s Republic of China on Value-added Tax ( ʕശ +ᅲБૢԷ) promulgated by the State Council on December 13, 1993, +effective January 1, 1994, and revised on November 19, 2017, together with the Rules for the +Implementation of the Interim Regulations of the People’s Republic of China on Value-added +Tax () promulgated by the MOF on December +25, 1993, and subsequently revised on December 15, 2008, and October 28, 2011, constitute +the primary legal framework governing value-added tax (“V AT”) in China. These regulations +REGULATORY OVERVIEW +–1 1 3– + + +--- page 125 --- +stipulate that all entities and individuals engaged in specific taxable activities within China +(including the sale of goods, provision of processing, repair and replacement services, sale of +services, intangible assets, immovable property, and the importation of goods) are V AT +taxpayers and are liable to pay V AT. +WITHHOLDING TAX ON DIVIDEND DISTRIBUTION +Under the Company Law, dividends distributed by a Chinese company may only be paid +from its distributable profits. The Enterprise Income Tax Law and the Regulations on the +Implementation of the Enterprise Income Tax Law of the People’s Republic of China stipulate +that a standard withholding tax rate of 10% applies when a foreign-invested enterprise +distributes dividends to its non-Chinese enterprise investors. This framework is supplemented +by the Arrangement between the Chinese Mainland and the Hong Kong Special Administrative +Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect +to Taxes on Incomeτ +ર), issued on August 21, 2006, effective in Hong Kong on April 1, 2007, and in Chinese +Mainland on January 1, 2007, which provides for a withholding tax rate of 5% on dividends +received by a Hong Kong company from its Chinese subsidiary (if the shareholding percentage +is not less than 25%) or 10% (if the shareholding percentage is less than 25%). +The Notice of the State Taxation Administration on Issues Concerning the Implementation +of the Dividend Article in Tax Agreements (ૢಛϞᗫ +), issued on February 20, 2009, introduced a “beneficial owner” requirement for +preferential tax treatment, stipulating that the dividend recipient must have continuously and +directly held the equity interest in the qualified Chinese enterprise throughout the 12-month +period preceding the dividend distribution. The Announcement of the State Taxation +Administration on Issues Concerning the “Beneficial Owner” in Tax Agreements (ਕ +ʮѓ), effective April 1, 2018, further +refined this concept, defining a “beneficial owner” as a person who has ownership and control +over the income or the rights or property generating the income, and listing several factors that +negatively impact the determination of a “beneficial owner”. The Announcement of State +Taxation Administration on Promulgation of the Administrative Measures on Non-resident +Taxpayers Enjoying Treaty Benefits (೯б<༾၍ +ج>) became effective November 1, 2015, was subsequently revised in 2018 and 2019, +and last revised on January 1, 2020. It requires the implementation of a self-assessment system, +under which non-resident taxpayers must assess their eligibility for treaty benefits when filing +tax returns in China and submit the supporting documents specified in Article 7 of the +Measures. +REGULATIONS RELATING TO EMPLOYMENT AND SOCIAL WELFARE +The Labor Law of the People’s Republic of China and the Labor Contract Law of the +People’s Republic of China +The Labor Law of the People’s Republic of China () +promulgated by the Standing Committee of the NPC on July 5, 1994, and effective January 1, +1995 (revised on August 27, 2009, and December 29, 2018), is the fundamental law governing +labor relationships formed between employing entities and workers. The Labor Contract Law +of the People’s Republic of China was promulgated by the Standing Committee of the NPC on +June 29, 2007, and became effective on January 1, 2008 (revised on December 28, 2012). It +aims to regulate the rights and obligations of employing entities and workers in concluding, +performing, amending, rescinding, or terminating labor contracts. +Social Insurance and Housing Provident Fund +The Social Insurance Law of the People’s Republic of China (ڭ +), promulgated on October 28, 2010, effective July 1, 2011, and last revised on +December 29, 2018, together with the Interim Regulations on the Collection of Social +Insurance Premiums issued by the State Council on January 22, 1999, and last revised on +March 24, 2019, stipulates the mandatory participation of Chinese employees in social +insurance. +The Regulations on Administration of Housing Provident Fund (၍ଣૢ +Է) promulgated on April 3, 1999, and subsequently revised on March 24, 2002, and March +24, 2019, stipulate the mandatory contribution requirements for the housing provident fund in +China. +REGULATORY OVERVIEW +–1 1 4– + + +--- page 126 --- +On July 31, 2025, the Supreme People’s Court of the People’s Republic of China +promulgated the Interpretation (II) of the Supreme People’s Court on Several Issues +Concerning the Application of Law in the Trial of Labor Dispute Cases (Fa Shi [2025] No. 12) +(༆ᙑ(ɚ)(ᙑ[2025]12 )) (the +“Interpretation II”), which became effective on September 1, 2025. Include, among others, any +agreement or undertaking under which an employee agrees, or promises, not to participate in +social insurance contributions is invalid. Where an employer fails to make social insurance +contributions in accordance with law, the employee is entitled to unilaterally terminate the +employment contract and claim statutory economic compensation. After the employer +completes the required supplemental social insurance contributions, the employer may request +the employee to return any compensation paid in lieu of social insurance contributions. +During the Track Record Period and up to the Latest Practicable Date, except as otherwise +specifically disclosed, we had made social insurance and housing provident fund contributions +for our employees in accordance with applicable laws and regulations, and there were no +material non-compliance circumstances under Interpretation II applicable to us. We maintain +standardized employment-related documentation and procedures, including labor contracts, +non-competition arrangements, compensation systems and employee exit management +processes. During the Track Record Period, we did not incur any material labor disputes, +administrative penalties or material compensation liabilities arising from failures to make +social insurance contributions, unlawful termination of employment contracts or breaches of +non-competition obligations. Based on the foregoing, our PRC Legal Advisors are of the view +that our existing employment compliance framework and social insurance practices are +adequate to meet the regulatory and judicial requirements following the implementation of +Interpretation II, and the implementation of Interpretation II is not expected to have a material +adverse effect on our business operations, financial condition or results of operations. +REGULATIONS RELATING TO LEASING +According to the Civil Code of the People’s Republic of China (ج +Պ) effective January 1, 2021, a lessee may sublease the leased property to a third party, +provided that the lessor consents. If the lessee subleases, the lease contract between the lessee +and the lessor remains effective. If the lessee subleases without the lessor’s consent, the lessor +may rescind the contract. +Pursuant to the Measures for Administration of the Leasing of Commodity Houses ( ਠ +) promulgated by the Ministry of Housing and Urban-Rural +Development on December 1, 2010, and effective February 1, 2011, the parties to a house lease +contract shall, within 30 days of concluding the contract, complete the lease record-filing with +the construction (real estate) authority of the people’s government of the municipality directly +under the Central Government, city, or county where the house is located. +According to the Regulations on the Leasing of Houses (ॡ༣ૢԷ) issued by the +State Council on July 16, 2025, and formally effective September 15, 2025, the Regulations +clarify that the lessor shall file the housing lease contract with the real estate administration +department of the location of the leased housing through the housing rental regulatory and +service platform or other methods as stipulated. If the lessor fails to file the housing lease +contract, the lessee may proceed with the filing. +REGULATORY OVERVIEW +–1 1 5– + + +--- page 127 --- +OVERVIEW +Our history can be traced back to March 2018 when our Company was established in +Beijing as a limited liability company under the laws of the PRC with the name of True Health +(Beijing) Medical Technology Co., Ltd. ( ॆੰ(̏ԯ)ʮ̡). In August 2023, in +light of the development blueprint of the Guangdong-Macao In-Depth Cooperation Zone ( ዑ +ΥЪਜ) which centered on the “Four New industries” ( ̬อପุ) (i.e., (i) scientific +and technological R&D and high-end manufacturing industries, (ii) traditional Chinese +medicine and other Macau-branded industries, (iii) cultural tourism, convention and exhibition, +and commerce industries, and (iv) modern finance industry), and with the support of the +Hengqin government and the Hong Kong and Macao Affairs Office of the State Council ( ʕ +܃our Company was relocated to the Guangdong-Macao In-Depth +Cooperation Zone in Hengqin and was renamed to True Health (Guangdong Hengqin) Medical +Technology Co., Ltd. ( ॆੰ(ዑೞ)ʮ̡). On October 29, 2025, our +Company was converted from a limited liability company into a joint stock limited company +and was renamed as Guangdong True Health Medical Technology Development Co., Ltd. ( ᄿ +ʮ̡). +We engage in developing and commercializing percutaneous puncture and ablation +surgical robots in China. We offer a portfolio that includes both domestic and global firsts in +percutaneous puncture and ablation, and we have built an intelligent robotic product matrix +centered on “percutaneous localization and precise therapy.” We have been managed by Ms. +Cheong, our founder, our executive Director, the chairperson of our Board, the general +manager of our Company and one of our Controlling Shareholders, since our establishment. +For biographical details of Ms. Cheong, see “Directors and Senior Management—Directors”. +OUR KEY MILESTONES +The following table sets out the key milestones in our business development: +Y ear Milestones +2018 /H1100/H1100/H1100/H1100/H1100 Our Company was established in Beijing +2021 /H1100/H1100/H1100/H1100/H1100 We initiated registrational clinical trial and completed patient +enrollment of TH-S1 + We established Postdoctoral Research Workstation Sub-station* ( ௹ +ʈЪ१ʱ१) +2022 /H1100/H1100/H1100/H1100/H1100 We completed registrational clinical trial of TH-S1 + We obtained Class III medical device registration certificate for our +TH-S1 from the NMPA for lung and abdominal puncture which was +the first NMPA Class III registration certificate in the field of +percutaneous puncture surgical robots in China +2023 /H1100/H1100/H1100/H1100/H1100 We obtained Class III medical device registration certificate for our +TH-S from the NMPA, which has been recognized as the first +percutaneous puncture surgical robot in China + Our headquarters was relocated to Hengqin, China +2024 /H1100/H1100/H1100/H1100/H1100 Our TH-S1 and TH-S were recognized as the “Innovative Products” +of Zhuhai (ۜby Zhuhai Science and Technology +Innovation Bureau (Ҧ௴อ҅) + Our TH-S1 was selected and cited in the Catalog of the First (Set of) +Key Technological Equipment of Guangdong Province* (̨ +(ࢁ)ኬͦ) +HISTORY AND CORPORATE STRUCTURE +–1 1 6– + + +--- page 128 --- +Y ear Milestones + We obtained Class III medical device registration certificate for our +TH-X MW from the NMPA; our TH-X MW has been recognized as +the first image-guided percutaneous navigation and microwave +ablation robot globally by the NMPA + We obtained Class III medical device registration certificate for our +TH-P series (TH-P Elite, TH-P, TH-P PLUS) from the NMPA + We obtained Class III medical device registration certificate for our +TH-S Pro from the NMPA +2025 /H1100/H1100/H1100/H1100/H1100 We established Guangdong Province Doctoral Workstation (௹ +ɻʈЪ१), which was recognized by Guangdong Provincial +Department of Human Resources and Social Security (ɛɢ༟ +ღᝂ) + Our TH-S and TH-X MW were included in the first-batch catalog of +innovative drugs and medical devices of Guangdong province (؇ +ͦ(ୋɓҭ)) by the Guangdong Provincial +Department of Industry and Information Technology (ʈุձ +ʷᝂ), Guangdong Provincial Health Commission (ሊ͛ +ึ), Guangdong Provincial Medical Security Bureau (؇ +ღ҅) and Guangdong Provincial Drug Administration (؇ +္ຖ၍ଣ҅) + Our TH-S1, TH-S, TH-P and TH-S Pro were selected for the 11th +batch of “Excellent Domestic Medical Equipment Products” ( ᎴӸ +ۜby the China Association of Medical Equipment ( ʕ +ᔼኪༀ௪ึ) + We obtained Class III medical device registration certificate for our +TH-X HMW from the NMPA + Our TH-X MW was included in the list of the “2025 High-end +Medical Equipment Promotion and Application Projects” (2025 ϋ৷ +၌ᔼᐕༀ௪પᄿᏐ͜ධͦ) by the MIIT, the NHC and the NMPA + We obtained Class III medical device registration certificate for our +TH-SA from the NMPA +CORPORATE DEVELOPMENT +The following sets forth the corporate development and major shareholding changes of +our Company and our principal subsidiaries. +Our Company +Our Incorporation +On March 16, 2018, our Company was established as a limited liability company under +the laws of the PRC with the name of True Health (Beijing) Medical Technology Co., Ltd. ( ॆ +ੰ(̏ԯ)ʮ̡), with an initial registered capital of RMB10,000,000 by the then +shareholders. The following table sets out the shareholding structure of our Company +immediately upon our establishment: +Subscribers +Registered capital +subscribed +Percentage of +equity interest in +our Company +(RMB) (%) +Mr. Chen Xiaogang (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,000,000 80.00 +Mr. Wang Yu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,500,000 15.00 +HISTORY AND CORPORATE STRUCTURE +–1 1 7– + + +--- page 129 --- +Subscribers +Registered capital +subscribed +Percentage of +equity interest in +our Company +(RMB) (%) +Mr. Fan Shengwen /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100500,000 5.00 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,000,000 100 +Note: +(1) In order to facilitate the business registration procedures in connection with the establishment of our +Company and taking into account that Ms. Cheong is a Macau citizen, Mr. Chen Xiaogang held 80% +equity interest in our Company as nominee for and on behalf of Ms. Cheong. The entrustment +arrangement was subsequently terminated in January 2022 upon (i) Mr. Chen transferred all the equity +interest in our Company held as nominee for and on behalf of Ms. Cheong upon her instruction to the +limited partnerships controlled by her at the material time, namely Jiarun Tongchuang, Renyang +Biotechnology, Chengzhen Health and Zhuhai Taike Maidi Technology Development Center (Limited +Partnership)* (ʕː(Υྫ)) (formerly known as Taike Maidi (Tianjin) +Artificial Intelligence Medical Technology Center (Limited Partnership)* (ࠔ(ݵ)ɛʈ౽ঐᔼ +Ҧʕː(Υྫ))) (“ Taike Maidi ”) (see “—Equity Transfer in November 2020” below for +details); and (ii) Mr. Chen ceased to be the general partner of Renyang Biotechnology, Chengzhen +Health and Taike Maidi. To the best knowledge of our Company, Mr. Chen Xiaogang was the then +executive Director and general manager of our Company at the material time. +Equity transfer and capital increase in March 2020 +On March 26, 2020, Mr. Fan Shengwen entered into an equity transfer agreement with +Jiarun Tongchuang, pursuant to which Mr. Fan Shengwen transferred 5% equity interest in our +Company to Jiarun Tongchuang at nil consideration given such registered capital had not been +paid up at the time of the transfer. +On March 30, 2020, pursuant to the shareholders’ resolution of our Company dated March +1, 2020, the registered capital of our Company was increased from RMB10,000,000 to +RMB12,000,000. The newly increased registered capital was subscribed by the then +Shareholders in proportion to their respective equity interest in our Company. +Equity transfers in November 2020 +On October 20, 2020, Mr. Wang Yu entered into an equity transfer agreement with Jiarun +Tongchuang, pursuant to which Mr. Wang Yu transferred 15% equity interest in our Company +to Jiarun Tongchuang at the consideration of RMB1,500,000 which was determined based on +the then paid-up registered capital of our Company and was fully settled on August 27, 2021. +On the even date, upon the instruction of Ms. Cheong, Mr. Chen Xiaogang entered into +an equity transfer agreement with each of Jiarun Tongchuang, Chengzhen Health, and Renyang +Biotechnology, pursuant to which Mr. Chen Xiaogang transferred 22%, 30%, and 28% equity +interest in our Company to Jiarun Tongchuang, Chengzhen Health, and Renyang Biotechnology +at the considerations of RMB2,640,000, RMB3,600,000, and RMB3,360,000, respectively. The +considerations were determined with reference to the then paid-up registered capital of our +Company and were fully settled on August 26, 2021, September 11, 2021, and October 28, +2021, respectively. +Capital increases and equity transfers in January 2021 +Pursuant to the shareholders’ resolution of our Company dated January 11, 2021, the +registered capital of our Company increased from RMB12,000,000 to RMB12,998,700, and +Beijing Shuimu Dongfang Medical Robotic Technology Innovation Center Co., Ltd.* ( ̏ԯ˥ +ʮ̡)( “ Shuimu Dongfang ”) and Beijing Huitai +Dongfang Management Consulting Partnership (Limited Partnership)* (˙၍ଣፔ +༔ΥྫΆุ(Υྫ)) (“Huitai Dongfang ”) subscribed for the increased registered capital of +our Company of RMB798,700 and RMB200,000, respectively, at the considerations of +RMB800,000 and RMB200,000, respectively, which were fully settled on January 19, 2021 +(the “ January 2021 Capital Increase ”). The January 2021 Capital Increase was completed on +January 12, 2021 upon completion of registration with the SAMR. Each of Shuimu Dongfang +and Huitai Dongfang is our Pre-IPO Investor. +HISTORY AND CORPORATE STRUCTURE +–1 1 8– + + +--- page 130 --- +On January 11, 2021, for the purpose of internal restructuring of the respective transferor +and transferee, (i) Jiarun Tongchuang entered into an equity transfer agreement with Jiarun +Xinchuang, pursuant to which Jiarun Tongchuang transferred 13.85% equity interest in our +Company to Jiarun Xinchuang at a consideration of RMB1,800,000, which was fully settled on +September 27, 2021; and (ii) each of Chengzhen Health and Jiarun Tongchuang entered into +equity transfer agreements with Taike Maidi, pursuant to which Chengzhen Health and Jiarun +Tongchuang transferred 4.62% and 6.46% equity interest in our Company to Taike Maidi at the +considerations of RMB600,000 and RMB840,000, respectively, which were fully settled on +September 24, 2021. At the time of such equity transfer, Taike Maidi was owned as to 80% and +20% by Mr. Chen Xiaogang as its general partner and Mr. Pan Yong as its limited partner, +respectively. Mr. Chen Xiaogang held the relevant equity interests as nominee for and on behalf +of Ms. Cheong. In January 2022, Mr. Chen Xiaogang ceased to be the general partner of Taike +Maidi, and Renxiang Biotechnology became the general partner until January 2023. Since +January 2023 and as of the Latest Practicable Date, Taike Maidi was owned as to (i) 0.10% by +Zhuhai Yusheng Biotechnology Co., Ltd.* (ʮ̡)( “ Yusheng +Biotechnology ”) as its general partner; and (ii) 99.90% by Mr. Jiang Lin (؍as its limited +partner. Yusheng Biotechnology was owned as to 99.99% by Mr. Jiang Lin and 0.01% by Mr. +Wan Jifeng (ࢤTo the best knowledge of our Company, each of Yusheng Biotechnology, +Mr. Jiang Lin and Mr. Wan Jifeng is an Independent Third Party. +Pursuant to the shareholders’ resolution of our Company dated January 13, 2021, the +registered capital of our Company increased from RMB12,998,700 to RMB15,292,600, and +Jiarun Hechuang subscribed for the increased registered capital of our Company of +RMB2,293,900 at a consideration of RMB2,293,900, which was fully settled on April 9, 2025. +The aforesaid capital increase was completed on January 14, 2021 upon completion of +registration with the SAMR. +Series Pre-A financing in January 2021 +Pursuant to the shareholders’ resolution of our Company dated January 22, 2021, the +registered capital of our Company increased from RMB15,292,600 to RMB16,622,390, and +each of Shuimu Dongfang, Huitai Dongfang, Beijing Jinke Junlian Technology Development +Center (Limited Partnership)* (ʕː(Υྫ)) (“ Jinke Junlian ”), +Yarui Heyi Capital Management (Beijing) Co., Ltd.* (༟͉၍ଣ(̏ԯ)பʮ̡) +(“Y arui Heyi”), Beijing Jingantai Technology Development Co., Ltd.* (࢝ +ʮ̡)( “Beijing Jingantai ”) and Beijing Lide Gongchuang Intelligent Robotic Technology +Co., Ltd.* (ʮ̡)( “Lide Gongchuang ”) subscribed for the +increased registered capital of our Company of RMB239,360, RMB59,840, RMB249,340, +RMB332,450, RMB365,690, and RMB83,110, respectively, at the considerations of +RMB1,440,000, RMB360,000, RMB1,500,000, RMB2,000,000, RMB2,200,000 and +RMB500,000, respectively, which were fully settled on January 20, 2021 (the “ Series Pre-A +Financing ”). The Series Pre-A Financing was completed on January 29, 2021 upon completion +of registration with the SAMR. Each of Jinke Junlian, Yarui Heyi, Beijing Jingantai, and Lide +Gongchuang is our Pre-IPO Investor. +Series A financing in April 2021 +Pursuant to the shareholders’ resolution of our Company dated March 9, 2021, the +registered capital of our Company increased from RMB16,622,390 to RMB19,115,760, and +each of Huzhou Junhe Hongrui Venture Capital Partnership (Limited Partnership)* ( ಳψёձ +ᒿ௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Junhe Hongrui ”), X Technology Fund, L.P. (“ X +Technology ”), Novel Robotics Limited (ʮ̡)( “ Novel Robotics ”), Beijing +Gaorong Phase IV Kangteng Equity Investment Partnership (Limited Partnership)* ( ̏ԯ৷ +ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Gaorong Phase IV ”), Chengdu Tianfu New Area +Gaorong Phase IV Kangyong Investment Partnership (Limited Partnership)* (อਜ +৷̬ಂੰ͑ҳ༟ΥྫΆุ(Υྫ)) (“ Kangyong Investment ”), Yarui Heyi, Beijing +Shuimu Linghang Entrepreneurship Investment Center (Limited Partnership)* ( ̏ԯ˥˝ჯঘ +௴ุҳ༟ʕː(Υྫ)) (“ Shuimu Linghang ”) and Beijing Jingantai subscribed for the +increased registered capital of our Company of RMB831,120, RMB207,780, RMB207,780, +RMB353,230, RMB62,330, RMB332,450, RMB249,340, and RMB249,340, respectively, at +the considerations of RMB10,000,000, RMB2,500,000, RMB2,500,000, RMB4,250,000, +RMB750,000, RMB4,000,000, RMB3,000,000, and RMB3,000,000, respectively, which were +fully settled on May 31, 2021 (the “ Series A Financing ”). The Series A Financing was +HISTORY AND CORPORATE STRUCTURE +–1 1 9– + + +--- page 131 --- +completed on April 2, 2021 upon completion of registration with the SAMR. Each of Junhe +Hongrui, X Technology, Novel Robotics, Gaorong Phase IV , Kangyong Investment and Shuimu +Linghang is our Pre-IPO Investor. +Series A+ financing in July 2021 +Pursuant to the shareholders’ resolution of our Company dated June 8, 2021, the +registered capital of our Company increased from RMB19,115,760 to RMB20,865,794, and +each of JingDe (Guangzhou) Equity Investment Partnership (LP)* ( ౻(ᄿψ)ᛆҳ༟ΥྫΆ +ุ(Υྫ)) (“ JingDe (Guangzhou) ”), KIP (ZhangJiaGang) Venture Capital LLP* ( ᒵҳ(ੵ +ಥ)ᛆҳ༟ΥྫΆุ(Υྫ)) (“ KIP (ZhangJiaGang) ”), Gaorong Phase IV and +Kangyong Investment subscribed for the increased registered capital of our Company of +RMB673,090, RMB673,090, RMB343,280, and RMB60,574, respectively, at the +considerations of RMB20,000,000, RMB20,000,000, RMB10,200,120, and RMB1,799,880, +respectively, which were fully settled on June 28, 2021 (the “ Series A+ Financing ”). The +Series A+ Financing was completed on July 14, 2021 upon completion of registration with the +SAMR. Each of JingDe (Guangzhou) and KIP (ZhangJiaGang) is our Pre-IPO Investor. +Equity transfers in September 2021 +On August 17, 2021, for the purpose of internal restructuring of the respective transferor +and transferee, (i) Yarui Heyi entered into an equity transfer agreement with Beijing +Zhongguancun Zhiyou Investment Partnership (L.P.) ( ̏ԯʕᗫӀ౽ʾҳ༟ΥྫΆุ(Υ +ྫ)) (“ Zhongguancun Zhiyou ”), pursuant to which Yarui Heyi transferred 3.19% equity +interest in our Company to Zhongguancun Zhiyou at a consideration of RMB6,000,000, which +was fully settled on September 1, 2021 (the “ First September 2021 Equity Transfer ”); (ii) +Jinke Junlian entered into an equity transfer agreement with Beijing Jinke Huiyu Venture +Capital Partnership (Limited Partnership)* (ි◔௴ุҳ༟ΥྫΆุ(Υྫ)) +(“Jinke Huiyu ”), pursuant to which Jinke Junlian transferred 1.20% equity interest in our +Company to Jinke Huiyu at a consideration of RMB1,500,000, which was fully settled on +August 27, 2021 (the “ Second September 2021 Equity Transfer ”); and (iii) Junhe Hongrui +entered into an equity transfer agreement with Jinke Huiyu, pursuant to which Junhe Hongrui +transferred 3.98% equity interest in our Company to Jinke Huiyu at a consideration of +RMB10,000,000, which was fully settled on August 27, 2021 (the “ Third September 2021 +Equity Transfer ”). Each of Zhongguancun Zhiyou and Jinke Huiyu is our Pre-IPO Investor. +Series Post A+ financing in September 2021 +Pursuant to the shareholders’ resolution of our Company dated August 20, 2021, the +registered capital of our Company increased from RMB20,865,794 to RMB21,875,434, and +each of Jinke Huiyu, Zhuhai Hengqin Golden Investment Venture Capital Fund Partnership +(L.P.)* (ΥྫΆุ(Υྫ)) (“ Hengqin Golden Investment ”), +Beijing Deruida Wealth Technology Management Center (Limited Partnership)* ( ̏ԯᅃြ༺ +Ҧ၍ଣʕː(Υྫ)) (“ Deruida Wealth ”) and Xinhui Runkang subscribed for the +increased registered capital of our Company of RMB572,130, RMB336,550, RMB67,310 and +RMB33,650, respectively, at the considerations of RMB17,000,000, RMB10,000,000, +RMB2,000,000, and RMB1,000,000, respectively, which was fully settled on September 3, +2021 (the “ Series Post A+ Financing ”). The Series Post A+ Financing was completed on +September 15, 2021 upon completion of registration with the SAMR. Each of Hengqin Golden +Investment and Deruida Wealth is our Pre-IPO Investor. +Series B financing in April 2022 +Pursuant to the shareholders’ resolution of our Company dated March 30, 2022, the +registered capital of our Company increased from RMB21,875,434 to RMB23,824,344, and +Beijing New Energy Technology Innovation Fund (Limited Partnership)* (Ҧ௴ +ږ(Υྫ)) (“ Beijing New Energy ”), Zhuhai Hengqin Xinti Investment Partnership +(Limited Partnership)* ( मऎዑೞԔⳀҳ༟ΥྫΆุ(Υྫ)) (formerly known as Qingdao +Chuangdong Venture Capital Center (Limited Partnership)* (௴ਗ௴ุҳ༟ʕː(Υ +ྫ))) (“ +Hengqin Xinti ”), Beijing Dongsheng Bozhan Science & Technology Development Co., +Ltd.* (ʮ̡)( “ Dongsheng Bozhan ”), Shenzhen Ruisheng Equity +Investment Fund Partnership (Limited Partnership)* (ΥྫΆุ(Υ +ྫ)) (“ Shenzhen Ruisheng ”), Zhuhai Huajin Lingyue Intelligent Manufacturing Industry +HISTORY AND CORPORATE STRUCTURE +– 120 – + + +--- page 132 --- +Investment Fund (Limited Partnership)* (ږ(Υྫ)) +(“Huajin Lingyue ”), Zhuhai Ligao No. 2 Equity Investment Fund Partnership (Limited +Partnership)* (ΥྫΆุ(Υྫ)) (“ Ligao No. 2 ”), Jinke Huiyu +and Hengqin Golden Investment subscribed for the increased registered capital of our +Company of RMB795,470, RMB198,870, RMB178,980, RMB19,890, RMB198,870, +RMB198,870, RMB159,090, and RMB198,870, respectively, at the considerations of +RMB40,000,000, RMB10,000,000, RMB9,000,000, RMB1,000,000, RMB10,000,000, +RMB10,000,000, RMB8,000,000, and RMB10,000,000, respectively, which were fully settled +on July 21, 2023 (the “ Series B Financing ”). The Series B Financing was completed on April +14, 2022 upon completion of registration with the SAMR. Each of Beijing New Energy, +Hengqin Xinti, Dongsheng Bozhan, Shenzhen Ruisheng, Huajin Lingyue and Ligao No. 2 is +our Pre-IPO Investor. +Capital increase in November 2022 +Pursuant to the shareholders’ resolution of our Company dated May 25, 2022, the +registered capital of our Company increased from RMB23,824,344 to RMB25,896,026, and +Zhuhai Meijirui subscribed for the increased registered capital of our Company of +RMB2,071,682 at a consideration of RMB2,071,682, which was fully settled on April 17, 2025. +The November 2022 Capital Increase was completed on November 18, 2022 upon completion +of registration with the SAMR. +Change of company name in August 2023 +On August 2, 2023, our Company relocated to the Guangdong-Macao In-Depth +Cooperation Zone (ΥЪਜ) in Hengqin and renamed as True Health (Guangdong +Hengqin) Medical Technology Co., Ltd. ( ॆੰ(ዑೞ)ʮ̡). +Equity transfer in November 2023 +Since Qingdao Rongyu Venture Capital Fund Partnership (Limited Partnership)* ( +ΥྫΆุ(Υྫ)) (“Qingdao Rongyu ”) was optimistic about the prospects +of our Group, on August 7, 2023, Huitai Dongfang entered into an equity transfer agreement +with Qingdao Rongyu, pursuant to which Huitai Dongfang transferred 1.00% equity interest in +our Company to Qingdao Rongyu at a consideration of RMB12,020,698, which was fully +settled on August 8, 2023 (the “ November 2023 Equity Transfer ”). Qingdao Rongyu is our +Pre-IPO Investor. +Series B+ financing in November 2023 +Pursuant to the shareholders’ resolution of our Company dated October 26, 2023, the +registered capital of our Company increased from RMB25,896,026 to RMB28,054,028, and +each of Huzhou CICC Qihe Equity Investment Partnership (Limited Partnership)* (ږ +ᛆҳ༟ΥྫΆุ(Υྫ)) (“ CICC Qihe ”), Hengqin Guangdong Macao Deep +Cooperation Zone Industrial Investment Fund (Limited Partnership)* (ΥЪਜପ +ږ(Υྫ)) (“ Hengqin Industrial ”), Dongrong No. 1 (Zhuhai Hengqin) Equity +Investment Partnership (Limited Partnership)* (ፄఠ(मऎዑೞ)ᛆҳ༟ΥྫΆุ(Υ +ྫ)) (“Dongrong No. 1 ”) and Jinke Huiyu subscribed for the increased registered capital of our +Company of RMB431,600, RMB1,438,668, RMB143,867, and RMB143,867, respectively, at +the considerations of RMB30,000,000, RMB100,000,000, RMB10,000,000, and +RMB10,000,000, respectively, which were fully settled on April 9, 2025 (the “ Series B+ +Financing ”). The Series B+ Financing was completed on November 14, 2023 upon completion +of registration with the SAMR. Each of CICC Qihe, Hengqin Industrial and Dongrong No. 1 +is our Pre-IPO Investor. +Series first Post B+ financing in July 2024 +Pursuant to the shareholders’ resolution of our Company dated June 12, 2024, the +registered capital of our Company increased from RMB28,054,028 to RMB29,204,962.60, and +each of Taiping (Shenzhen) Medical and Health Industry Private Equity Investment Fund +Partnership (Limited Partnership)* ( ˄̻(ଉέ)ΥྫΆุ(ࠢ +Υྫ)) (“Taiping Medical Investment Fund ”) and Hengqin Shenhe Industrial Investment Co., +Ltd.* (ʮ̡)( “ Hengqin Shenhe Industrial Investment ”) subscribed +HISTORY AND CORPORATE STRUCTURE +– 121 – + + +--- page 133 --- +for the increased registered capital of our Company of RMB719,334, and RMB431,600, +respectively, at the considerations of RMB50,000,000 and RMB30,000,000, respectively, +which were fully settled on July 10, 2024 (the “ Series First Post B+ Financing ”). The Series +First Post B+ Financing was completed on July 30, 2024 upon completion of registration with +the SAMR. Each of Taiping Medical Investment Fund and Hengqin Shenhe Industrial +Investment is our Pre-IPO Investor. +Series second Post B+ financing in February 2025 +Pursuant to the shareholders’ resolution of our Company dated January 23, 2025, the +registered capital of our Company increased from RMB29,204,962.60 to RMB32,082,298.80, +and Hengqin Guangdong-Macao Development & Investment Co., Ltd.* ( ዑೞຽዦක೯ҳ༟Ϟ +ʮ̡)( “Guangdong-Macao Investment ”) subscribed for the increased registered capital of +our Company of RMB2,877,336.2 at a consideration of RMB200,000,000, which was fully +settled on January 23, 2025 (the “ Series Second Post B+ Financing ”). The Series Second Post +B+ Financing was completed on February 14, 2025 upon completion of registration with the +SAMR. Guangdong-Macao Investment is our Pre-IPO Investor. +Conversion into a joint stock limited company in October 2025 +Pursuant to the shareholders’ resolutions of our Company dated June 20, 2025 and the +promoters’ agreement dated August 25, 2025, our Company was converted into a joint stock +company with limited liability and was renamed Guangdong True Health Medical Technology +Development Co., Ltd. (ʮ̡) on October 29, 2025. The +conversion was made with reference to the net assets value of our Company as of April 30, +2025 of RMB395,912,871.5, among which, RMB32,082,303 was converted into 32,082,303 +Shares with a nominal value of RMB1 each, with the remaining RMB363,830,568.5 recorded +as capital reserves. The following table sets out the shareholding structure of our Company +immediately upon the completion of the conversion into a joint stock limited company: +Shareholders +Number of +Shares held +Approximate +percentage of +shareholding in +our Company +(%) +Renyang Biotechnology /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,360,000 10.47 +Chengzhen Health /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,000,000 9.35 +Guangdong-Macao Investment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,877,337 8.97 +Jiarun Tongchuang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,400,000 7.48 +Jiarun Hechuang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,293,900 7.15 +Zhuhai Meijirui /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,071,682 6.46 +Jinke Huiyu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,955,547 6.10 +Jiarun Xinchuang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,800,000 5.61 +Taike Maidi /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,440,000 4.49 +Hengqin Industrial /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,438,669 4.48 +Shuimu Dongfang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,038,060 3.24 +Beijing New Energy /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100795,470 2.48 +Taiping Medical Investment Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100719,335 2.24 +Gaorong Phase IV /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100696,510 2.17 +JingDe (Guangzhou) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100673,090 2.10 +KIP (ZhangJiaGang) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100673,090 2.10 +Zhongguancun Zhiyou /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100664,900 2.07 +Beijing Jingantai /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100615,030 1.92 +Hengqin Golden Investment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100535,420 1.67 +Hengqin Shenhe Industrial Investment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100431,601 1.35 +CICC Qihe /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100431,601 1.35 +Qingdao Rongyu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100259,840 0.81 +Shuimu Linghang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100249,340 0.78 +Novel Robotics /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100207,780 0.65 +X Technology /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100207,780 0.65 +Huajin Lingyue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100198,870 0.62 +Ligao No. 2 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100198,870 0.62 +Hengqin Xinti /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100198,870 0.62 +Dongsheng Bozhan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100178,980 0.56 +HISTORY AND CORPORATE STRUCTURE +– 122 – + + +--- page 134 --- +Shareholders +Number of +Shares held +Approximate +percentage of +shareholding in +our Company +(%) +Dongrong No. 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100143,867 0.45 +Kangyong Investment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100122,904 0.38 +Lide Gongchuang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110083,110 0.26 +Deruida Wealth /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110067,310 0.21 +Xinhui Runkang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,650 0.10 +Shenzhen Ruisheng /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,890 0.06 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032,082,303 100 +Our Principal Subsidiaries +As of the Latest Practicable Date, we had six, one and one subsidiaries in the PRC, Macau +and Hong Kong, respectively. The following table sets out our principal subsidiaries which +made a material contribution to our performance during the Track Record Period: +Name +Place of +incorporation +Date of +incorporation +Registered +share capital +Principal business +activities +Major shareholding +changes during the +Track Record Period +True Health (Guangdong +Hengqin) /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +The PRC July 26, 2021 RMB20,000,000 Production and R&D +of medical devices +including our Core +Product +None +True Health (Beijing) /H1100/H1100The PRC November 21, +2022 +RMB1,000,000 R&D of medical +devices including our +Core Product +None +MAJOR ACQUISITIONS, DISPOSALS AND MERGERS +Throughout the Track Record Period and up to the Latest Practicable Date, we did not +conduct any acquisitions, disposals or mergers that we consider to be material to us. +HISTORY AND CORPORATE STRUCTURE +– 123 – + + +--- page 135 --- +PRE-IPO INVESTMENTS +Overview +The following table summarizes the key terms of the Pre-IPO Investments to our Company made by the Pre-IPO Investors. As confirmed by +our PRC Legal Advisors, the Pre-IPO Investments have been approved, filed and registered by relevant regulatory authorities subject to the then +effective PRC Laws. +Pre-IPO Investment +Date of the first +subscription +agreement/ equity +transfer agreement +Date of last +payment of +consideration +Total registered +capital/ number of +shares subscribed/ +transferred +Cost per registered +capital/share paid +to our Company/the +transferor +Discount to the +Offer Price (1) +Amount of +consideration +paid +Approximate post- +money valuation of +our Company (2) +(RMB) (RMB) (%) (RMB) (RMB) +January 2021 Capital Increase /H1100/H1100/H1100/H1100/H1100/H1100/H1100January 10, 2021 January 19, 2021 998,700 1.00 99.10% 1,000,000 13,015,620.3 (3) +Series Pre-A Financing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100January 15, 2021 January 20, 2021 1,329,790 6.02 94.57% 8,000,000 100,000,090.2 (3) +Series A Financing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100March 8, 2021 May 31, 2021 2,493,370 12.03 89.14% 30,000,000 229,999,077.6 (4) +Series A+ Financing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100June 18, 2021 June 28, 2021 1,750,034 29.71 73.17% 52,000,000 620,000,118.9 (5) +First September 2021 Equity Transfer (9) /H1100/H1100August 17, 2021 September 1, 2021 664,900 9.02 91.85% 6,000,000 – +Second September 2021 Equity +Transfer (8) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +August 17, 2021 August 27, 2021 249,340 6.02 94.57% 1,500,000 – +Third September 2021 Equity Transfer (9) /H1100August 17, 2021 August 27, 2021 831,120 12.03 89.14% 10,000,000 – +Series Post A+ Financing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100August 20, 2021 September 3, 2021 1,009,640 29.71 73.17% 30,000,000 649,997,048.5 +Series B Financing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100December 29, 2021 July 21, 2023 1,948,910 50.28 54.59% 98,000,000 1,197,995,655.0 (6) +November 2023 Equity Transfer (9) /H1100/H1100/H1100/H1100/H1100August 7, 2023 August 8, 2023 259,840 46.26 58.23% 12,020,698 – +Series B+ Financing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100October 26, 2023 April 9, 2025 2,158,002.1 69.51 37.23% 150,000,000 1,950,000,048.7 (7) +Series First Post B+ Financing /H1100/H1100/H1100/H1100/H1100/H1100/H1100June 12, 2024 July 10, 2024 1,150,934.5 69.51 37.23% 80,000,000 2,029,999,976.5 +Series Second Post B+ Financing /H1100/H1100/H1100/H1100/H1100/H1100January 23, 2025 January 23, 2025 2,877,336.2 69.51 37.23% 200,000,000 2,230,000,011.8 (8) +HISTORY AND CORPORATE STRUCTURE +– 124 – + + +--- page 136 --- +Notes: +(1) The discount to the Offer Price is calculated based on the exchange rate as set out in this prospectus and +the assumption that the Offer Price is HK$127.40 per Offer Share, being the mid-point of the indicative +offer price range of HK$119.30 and HK$135.40. +(2) The post-money valuation refers to the cost per additional registered capital paid to our Company in the +corresponding series of Pre-IPO Investment, multiplied by the amount of registered capital of our +Company immediately after the completion of the corresponding series of Pre-IPO Investment. +(3) The material change in valuation of our Company between the January 2021 Capital Increase and the +Series Pre-A Financing was primarily attributable to the lower cost per unit of registered capital in the +January 2021 Capital Increase. The discount was determined through arm’s length negotiations, taking +into consideration the long-term cooperation between our Company and the relevant Pre-IPO Investors, +as well as the strategic value these investors were expected to bring to our Group. +(4) The increase in valuation of our Company from the Series Pre-A Financing to the Series A Financing +was primarily due to the progress of R&D of our products, the milestones we achieved and our business +prospects. For instance, our TH-S1 protocol was developed and ready for clinical trial in February 2021. +(5) The increase in valuation of our Company from the Series A Financing to the Series A+ Financing was +mainly due to the commencement of registrational clinical trial of TH-S1 in June 2021. +(6) The increase in valuation of our Company from the Series A+ Financing to the Series B Financing was +primarily due to the completion of clinical trial of TH-S1 and the significant progress made in obtaining +Class III medical device registration certificate. +(7) The increase in valuation of our Company from the Series B Financing to the Series B+ Financing was +primarily due to the milestones we achieved and our business prospects. For instance, (i) by June 2023, +we had obtained two Class III medical device registration certificates; and (ii) in October 2023, our +puncture robot won the bidding project of the First Affiliated Hospital of Guangzhou Medical +University, representing the commercialization of our products. +(8) The increase in valuation of our Company from the Series Second Post B+ Financing to the Listing was +primarily due to the milestones we achieved, including but not limited to, (i) the establishment of the +Guangdong Province Doctoral Workstation (௹ɻʈЪ१) in April 2025; (ii) the inclusion of our +TH-S and TH-X MW in the first-batch catalog of innovative drugs and medical devices of Guangdong +province (ͦ(ୋɓҭ)), which encourages clinical adoption of listed +innovative products by public medical institutions in Guangdong, in June 2025, thereby validating the +commercial viability and clinical superiority of our products; (iii) the receipt of the Class III medical +device registration certificate for our TH-X HMW and TH-SA from the NMPA in November 2025 and +December 2025, respectively; and (iv) the premium attached to our Shares as they become freely +tradeable upon the Listing. +(9) For each of the First September 2021 Equity Transfer, the Second September 2021 Equity Transfer, the +Third September 2021 Equity Transfer and the November 2023 Equity Transfer, the Company did not +receive any proceeds. To the best knowledge of our Company, the respective considerations were +determined among the then Shareholders and the relevant Pre-IPO Investors upon their respective arm’s +length negotiation. +Use of proceeds from the +Pre-IPO Investments /H1100/H1100/H1100 +Save for the aforementioned equity transfers which we did +not receive any proceeds from, we utilized the proceeds +from the Pre-IPO Investments for the operations, +business expansion and general working capital +purposes of our Group. As of the Latest Practicable +Date, approximately 79% of the proceeds from the +Pre-IPO Investments have been utilized. +Strategic benefits the Pre- +IPO Investments +brought to our Group /H1100/H1100 +At the time of each of the Pre-IPO Investments, our +Directors considered that our Company would benefit +from the capital raised through the Pre-IPO Investments, +the expertise and experience of the Pre-IPO Investors, +and the endorsement of and confidence in the Group’s +performance, strength and prospects reflected by the +Pre-IPO Investments. In addition, investments from the +Pre-IPO Investors, including professional investment +companies or professional funds, are beneficial to +business development of our Group and could also +diversify our shareholding structure and Shareholders +base. +HISTORY AND CORPORATE STRUCTURE +– 125 – + + +--- page 137 --- +Basis of determining the +consideration paid /H1100/H1100/H1100/H1100/H1100 +The determination of the consideration for the Pre-IPO +Investments which involved the subscription of our +registered capital was based on arm’s length +negotiations between our Company and the relevant +Pre-IPO Investors with reference to among others, (i) +the timing and market conditions of the investments at +the relevant time, (ii) the status of our business +operation and financial performance at the relevant +time/period, and (iii) the prospects of our business. +To the best knowledge of our Company, for the Pre-IPO +Investments which only involved the transfers of our +existing registered capital to the Pre-IPO Investors, the +consideration was determined among the then +Shareholders and the relevant Pre-IPO Investors upon +their respective arm’s length negotiations. +Lock-up period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Pursuant to the applicable PRC Laws, within the 12 +months following the Listing Date, the Shares issued by +the Company prior to the Global Offering (including the +Shares held by the Pre-IPO Investors immediately prior +to the Global Offering) are restricted from transfer. +Special rights of the Pre-IPO Investors +Pursuant to the capital increase agreements entered into by and among our Company and +the Pre-IPO Investors from time to time and the shareholders’ agreement in the Series B+ +Financing dated October 26, 2023 (the “ October 2023 Shareholders’ Agreement ”) (which +superseded all previous agreements among the parties in respect of the shareholders’ rights in +our Company), as subsequently superseded by the shareholders’ agreement in the Series First +Post B+ Financing dated June 12, 2024 (the “ June 2024 Shareholders’ Agreement ”) and +further superseded by the shareholders’ agreement in the Series Second Post B+ Financing +dated January 23, 2025 (the “ January 2025 Shareholders’ Agreement ”), the Pre-IPO +Investors were granted (i) certain special rights against our Company, including, among others, +(a) director nomination rights, (b) anti-dilution rights, (c) pre-emptive rights, (d) redemption- +related rights (the “ Company Redemption-Related Rights ”), being our Company’s joint and +several liability in respect of the repurchase obligations of our Controlling Shareholders, (e) +liquidation preferences, (f) most favorable treatment, (g) preferential dividend rights and (h) +information rights; and (ii) certain special rights against certain members of our Controlling +Shareholders, including, among others, (a) anti-dilution rights, (b) share transfer restrictions, +(c) pre-emptive rights, (d) co-sale rights, (e) redemption rights, (f) most favorable treatment +and (g) drag-along rights. +Company Redemption-Related Rights +Since the commencement of the Pre-IPO Investments in January 2021 until the Series B+ +Financing in October 2023, our Company granted redemption rights to the relevant Pre-IPO +Investors in the Series A Financing, the Series A+ Financing, the Series Post A+ Financing and +the Series B Financing. On October 26, 2023, our Company entered into the October 2023 +Shareholders’ Agreement, which superseded all previous agreements with the then +Shareholders. Pursuant to the October 2023 Shareholders’ Agreement, our Company ceased to +bear any redemption obligations against the relevant Pre-IPO Investors. Instead, our Company +assumed joint and several liability for the payment obligations of our Controlling Shareholders +in respect of (i) the repurchase price payable upon valid exercise of the redemption rights, and +(ii) any default interest payable for delayed payment. The October 2023 Shareholders’ +Agreement was superseded by the June 2024 Shareholders’ Agreement, which was further +superseded by the January 2025 Shareholders’ Agreement. Our Company continued to grant +the Company Redemption-Related Rights to the relevant Pre-IPO Investors in the June 2024 +Shareholders’ Agreement and the January 2025 Shareholders’ Agreement. Therefore, since +October 2023, although our Company is not the primary repurchase obligor, our Company +agreed to assume joint and several liability for the payment obligations of our Controlling +Shareholders as the Company Redemption-Related Rights. +HISTORY AND CORPORATE STRUCTURE +– 126 – + + +--- page 138 --- +Accordingly, while the Pre-IPO Investors’ redemption rights are exercisable against our +Controlling Shareholders, our Company may be held jointly and severally liable for the +relevant payment obligations if our Controlling Shareholders fail to perform such obligations. +Save for the joint and several liability described above and the obligation to notify the Pre-IPO +Investors upon the occurrence of the Triggering Events, our Company does not have an +independent obligation to repurchase or redeem the equity interests held by the Pre-IPO +Investors. +Redemption Rights Granted by our Controlling Shareholders +Pursuant to the January 2025 Shareholders’ Agreement, upon the occurrence of certain +events (the “ Triggering Events ”), including, among others, the failure of our Company to +achieve a qualified listing by December 31, 2028 or any change in the actual control of our +Company, the Pre-IPO Investors are entitled to require our Controlling Shareholders to +repurchase all or part of their equity interests at the agreed repurchase price. +Upon the occurrence of any Triggering Event, our Company and our Controlling +Shareholders are required to notify the Pre-IPO Investors within 30 days. Our Controlling +Shareholders, as the repurchase obligors, are required to complete the repurchase within 30 +business days upon receipt of a repurchase notice from the relevant Pre-IPO Investor and shall +be liable to pay default interest if payment is made later than such period. +Save for the aforementioned payment obligations of our Company in respect of the +redemption rights against our Controlling Shareholders, the Directors confirm that (i) no +guarantee has been provided by our Company in respect of such rights; (ii) no side agreements +have been entered into by our Company in relation to such rights; and (iii) as our Company has +no obligation to such arrangements, no liability in respect of such rights has been recorded +during the Track Record Period. For details, see note 32 to the Accountants’ Report set out in +Appendix I to this prospectus. +During the Track Record Period, no Pre-IPO Investors had exercised their redemption +rights. For details, see note 27 to the Accountants’ Report set out in Appendix I to this +prospectus. +Pursuant to all special rights termination agreements dated between May 2025 to +November 2025 (the “ Special Rights Termination Agreements ”), +(i) the Company Redemption-Related Rights and anti-dilution rights against our +Company granted to the Pre-IPO Investors were irrevocably terminated upon or +before the first submission of the listing application (the “ First Filing ”) to the Stock +Exchange for the purpose of the Global Offering. Such redemption rights are +deemed void ab initio and shall not resume under any condition; +(ii) the redemption rights against certain members of our Controlling Shareholders +granted to the Pre-IPO Investors were terminated before the First Filing. Such +redemption rights are deemed void ab initio and shall not resume under any +condition for certain Pre-IPO Investors. For other Pre-IPO Investors, such +redemption rights shall resume automatically under the circumstances such as (a) the +listing application has been rejected by the Stock Exchange, SFC or CSRC (if +applicable); (b) the listing application has been withdrawn or lapsed and we did not +re-submit listing application within 12 months afterwards; (c) the Listing does not +take place for any other reasons; or (d) the Listing does not take place on or before +December 31, 2028; and +(iii) all other special rights against our Company and certain members of our Controlling +Shareholders granted to the Pre-IPO Investors will cease to be effective upon Listing +and shall not resume under any condition after Listing. +For details of the Special Rights Termination Agreements, see “B. Further Information +about our Business—1. Summary of material contracts” in Appendix VI to this prospectus. +HISTORY AND CORPORATE STRUCTURE +– 127 – + + +--- page 139 --- +Article 143 of the Civil Code of the People’s Republic of China (Պ) +stipulates that a civil legal act is valid if (i) it is conducted by parties with the requisite capacity +for civil conduct; (ii) it is based on genuine intent; and (iii) it does not contravene any +mandatory provisions of laws, administrative regulations, or public order and morals. Adhering +to the principle of autonomy of will, our Company and the Pre-IPO Investors explicitly agreed +that the Company Redemption-Related Rights and liquidation preference rights were +irrevocably terminated and deemed void ab initio. Through the execution of the Special Rights +Termination Agreements, while the clauses concerning the Company Redemption-Related +Rights and liquidation preference rights have never been exercised, the parties agreed to +terminate these clauses and to treat them as having no legal effect from the time of their +execution, thereby restoring the rights and obligations of both parties to the status quo ante as +if such clauses had never been agreed upon. This arrangement does not violate any mandatory +provisions of laws, administrative regulations, or public order and morals, and is thus legally +valid under the PRC laws. Based on the above, the PRC Legal Advisors are of the view that +the Company Redemption-Related Rights and liquidation preference rights agreed upon by our +Company and the Pre-IPO Investors have been irrevocably terminated and shall be deemed +void ab initio. +Prior to the execution of the Special Rights Termination Agreements, only certain +information rights and director nomination rights had been exercised by the Pre-IPO Investors. +These rights were exercised in the ordinary course for governance and information purposes +and did not result in any financial obligations, liabilities or other financial implications for our +Company nor affect the PRC Legal Advisors’ conclusion above. +Compliance with the Guide +On the basis that (i) the consideration for the Pre-IPO Investments were settled more than +28 clear days before the First Filing, (ii) the Company Redemption-Related Rights and the +redemption rights against certain members of our Controlling Shareholders granted to the +Pre-IPO Investors were terminated upon or before the First Filing, and (iii) all other special +rights granted to the Pre-IPO Investors were terminated before the First Filing and/or shall +cease to be effective upon Listing, the Joint Sponsors confirm that the Pre-IPO Investments are +in compliance with Chapter 4.2 of the Guide. +Information about our Pre-IPO Investors +Our Pre-IPO Investors include Sophisticated Investors, namely CICC (as defined below) +and Jinke Junchuang (as defined below), who have made meaningful investment in our +Company in accordance with Chapter 2.3 of the Guide for New Listing Applicants. CICC +(through CICC Qihe, Dongrong No. 1 and Hengqin Industrial) and Jinke Junchuang (through +Jinke Huiyu) will hold approximately 5.65% and 5.49%, respectively, of our Company’s total +issued share capital upon the Listing (assuming that the Over-allotment Option is not +exercised). To the best knowledge and information of our Directors, set out below is the +information of our Pre-IPO Investors: +(a) Beijing Jingantai +Beijing Jingantai is a limited liability company established under the laws of the PRC and +is principally engaged in the sales of electronic products, mechanical equipment and medical +devices. As of the Latest Practicable Date, Beijing Jingantai was owned as to 90% and 10% by +Mr. Chen Qi ( ᄁ) and Mr. Jiang Wenjun (ࠏrespectively. +To the best knowledge and information of our Directors, each of Beijing Jingantai and its +ultimate beneficial owners is an Independent Third Party. As of the Latest Practicable Date, +Beijing Jingantai held 1.92% of our total issued share capital. +(b) Beijing New Energy and Qingdao Rongyu (collectively, “Ligong Innovation Entities”) +Beijing New Energy is a limited partnership established under the laws of the PRC and +is principally engaged in equity investment and investment management. As of the Latest +Practicable Date, Beijing New Energy was owned as to (i) 1.23% by Ligong Innovation +(Beijing) Investment Management Co., Ltd.* ( ଣʈ௴ਗ(̏ԯ)ʮ̡)( “ Ligong +Innovation ”) as its general partner; (ii) 1.44% by Zhongtou Ruishi Puyu Phase II No. 1 Private +HISTORY AND CORPORATE STRUCTURE +– 128 – + + +--- page 140 --- +Equity Investment Master Fund (Zhuhai Hengqin) Partnership Enterprise (Limited +Partnership)* (ږ(मऎዑೞ)ΥྫΆุ(Υྫ)) +(“Zhongtou Ruishi Puyu Phase II No. 1 ”) as its limited partner; (iii) 0.86% by Zhongtou +Ruishi Puyu Phase II No. 2 Private Equity Investment Master Fund (Zhuhai Hengqin) +Partnership Enterprise (Limited Partnership) (ږ(म +ऎዑೞ)ΥྫΆุ(Υྫ)) (“Zhongtou Ruishi Puyu Phase II No. 2 ”) as its limited partner; +and (iv) 96.47% by other seven limited partners, none of which held 30% or more of the +interest therein. CICC Capital Management Co., Ltd.* (ʮ̡)( “ CICC +Capital ”) is the general partner of both Zhongtou Ruishi Puyu Phase II No. 1 and Zhongtou +Ruishi Puyu Phase II No. 2. For details of CICC Capital, see “History and Corporate Structure +— Pre-IPO Investments — Information about our Pre-IPO Investors — (c) CICC Qihe, +Dongrong No. 1 and Hengqin Industrial (collectively, “ CICC Entities ”)” below. +Ligong Innovation is a limited liability company established under the laws of the PRC +and was owned as to 73% and 27% by Mr. Duan Yulong (፝Ꮂ) and Mr. Cui Jihong ( ੦ᘱ +ߎrespectively. +Qingdao Rongyu is a limited partnership established under the laws of the PRC and is +principally engaged in equity investment. As of the Latest Practicable Date, Qingdao Rongyu +was owned as to (i) 1.16% by Ligong Innovation as its general partner; (ii) 54.08% by Wang +Yipeng ( ˮɓᘄ); and (iii) 44.75% by three other limited partners, none of which held 30% or +more of the interest therein. +To the best knowledge and information of our Directors, save for Zhongtou Ruishi Puyu +Phase II No. 1 and Zhongtou Ruishi Puyu Phase II No. 2, each of Beijing New Energy and +Qingdao Rongyu, their respective general partners, and limited partners, and their respective +ultimate beneficial owners is an Independent Third Party. As of the Latest Practicable Date, +Beijing New Energy and Qingdao Rongyu held 2.48% and 0.81% of our total issued share +capital, respectively. +(c) CICC Qihe, Dongrong No. 1 and Hengqin Industrial (collectively, “CICC Entities”) +CICC Qihe is a limited partnership established under the laws of the PRC and is +principally engaged in equity investment. As of the Latest Practicable Date, CICC Qihe was +owned as to (i) 1% by CICC Private Equity Management Co., Ltd.* (ᛆҳ༟၍ଣ +ʮ̡)( “CICC Private Equity Management ”) as its general partner; (ii) 98% by Huzhou +Industrial Fund Investment Co., Ltd.* (ʮ̡)( “ Huzhou Industrial +Fund”) as its limited partner; and (iii) 1% by Huzhou Innovation and Entrepreneurship +Investment Co., Ltd.* (ʮ̡) as its limited partner. +CICC Private Equity Management is a limited liability company established under the +laws of the PRC and was wholly-owned by China International Capital Corporation Limited +(ʮ̡)( “ CICC”). Huzhou Industrial Fund is a limited liability +company established under the laws of the PRC and was a wholly-owned subsidiary of Huzhou +Industrial Investment Development Group Co., Ltd.* (ʮ̡) +(“Huzhou Industrial Investment ”). Huzhou Industrial Investment is a state-owned limited +liability company established under the laws of the PRC and was wholly-owned by the +State-owned Assets Supervision and Administration Commission of Huzhou Municipal +People’s Government (ึ). +Dongrong No. 1 is a limited partnership established under the laws of the PRC and is +principally engaged in equity investment and investment management. As of the Latest +Practicable Date, Dongrong No. 1 was owned as to (i) 1% by CICC Capital, which was +wholly-owned by CICC, as its general partner; and (ii) 99% by Guia Fund LP (“ Guia Fund ”) +as its limited partner. Guia Fund, a limited partnership established under the laws of Cayman +Islands, is an institutional investor which primarily invests in leading companies in the +advanced manufacturing, healthcare, energy and environmental protection, and consumer +goods sectors. +HISTORY AND CORPORATE STRUCTURE +– 129 – + + +--- page 141 --- +Hengqin Industrial is a limited partnership established under the laws of the PRC and is +principally engaged in equity investment. As of the Latest Practicable Date, Hengqin Industrial +was owned as to (i) 0.0001% by CICC Capital as its general partner; and (ii) 99.9999% by the +Finance Bureau of the Guangdong-Macao In-Depth Cooperation Zone in Hengqin Finance +Bureau* (҅) as its limited partner. +CICC, one of our Sophisticated Investors, is a joint stock company established under the +laws of the PRC whose H Shares are listed on the Hong Kong Stock Exchange (Stock Code: +3908) and A Shares are listed on the Shanghai Stock Exchange (Stock Code: 601995). CICC +is principally engaged in securities business, foreign exchange business, public securities +investment fund sales, intermediary introduction business provided by securities companies to +futures companies and custodian business for securities investment funds, with total assets +under management of approximately RMB1,746.1 billion as of December 31, 2025. +To the best knowledge and information of our Directors, each of the limited partners of +CICC Qihe, Dongrong No. 1 and Hengqin Industrial, and their respective ultimate beneficial +owners is an Independent Third Party. As of the Latest Practicable Date, CICC Qihe, Dongrong +No. 1 and Hengqin Industrial held 1.35%, 0.45%, and 4.48% of our total issued share capital, +respectively. +(d) Deruida Wealth +Deruida Wealth is a limited partnership established under the laws of the PRC and is +principally engaged in investment in innovative technologies and emerging companies. As of +the Latest Practicable Date, Deruida Wealth was owned as to (i) 99.94% by Ms. Hu Dewen (ߡ +ᅃ˖) as its general partner; and (ii) 0.06% by two other limited partners. +To the best knowledge and information of our Directors, each of Deruida Wealth, its +general partner and its limited partners, and their respective ultimate beneficial owners is an +Independent Third Party. As of the Latest Practicable Date, Deruida Wealth held 0.21% of our +total issued share capital. +(e) Dongsheng Bozhan +Dongsheng Bozhan is a limited liability company established under the laws of the PRC +and is principally engaged in investment in hard technology sectors such as biotechnology and +medical devices. As of the Latest Practicable Date, Dongsheng Bozhan was wholly-owned by +Beijing Dongsheng Bozhan Investment Management Co., Ltd.* (ࠢ +ʮ̡)( “ Dongsheng Bozhan Investment ”). +Dongsheng Bozhan Investment is a limited liability company established under the laws +of the PRC and was owned as to 62.50%, 25.00% and 12.50% by Dongsheng Bozhan, Beijing +Dongsheng Zhichun Property Management Center* (ุ၍ଣʕː), and Beijing +Dongsheng Bozhan Hotel Management Co., Ltd.* (ʮ̡), +respectively. +To the best knowledge and information of our Directors, each of Dongsheng Bozhan and +its ultimate beneficial owners is an Independent Third Party. As of the Latest Practicable Date, +Dongsheng Bozhan held 0.56% of our total issued share capital, respectively. +(f) Gaorong Phase IV and Kangyong Investment (collectively, “Gaorong V entures +Entities”) +Gaorong Phase IV is a limited partnership established under the laws of the PRC and is +principally engaged in equity investment. As of the Latest Practicable Date, Gaorong Phase IV +was owned as to (i) 0.04% by Beijing Gaorong Capital Management Consulting Co., Ltd.* ( ̏ +ʮ̡)( “ Gaorong Ventures ”) as its general partner; and (ii) 99.96% +by 36 other limited partners, none of which held 30% or more of the interest therein. +Gaorong Ventures is a limited liability company established under the laws of the PRC +and was owned as to 33.34%, 33.33% and 33.33% by Mr. Zhang Zhen ( ੵቤ), Mr. Yue Bin (֪ +ⅳand Mr. Gao Xiang ( ৷ജ), respectively. +HISTORY AND CORPORATE STRUCTURE +– 130 – + + +--- page 142 --- +Kangyong Investment is a limited partnership established under the laws of the PRC and +is principally engaged in equity investment. As of the Latest Practicable Date, Kangyong +Investment was owned as to (i) 0.22% by Tibet Rongkang Investment Management Co., Ltd.* +(ʮ̡)( “ Tibet Rongkang ”) as its general partner; (ii) 65.36% by +Taikang Life Insurance Co., Ltd.* (பʮ̡)( “ Taikang Life Insurance ”) +as its limited partner; and (iii) 34.42% by four other limited partners, none of which held 30% +or more of the interest therein. +Tibet Rongkang is a limited liability company established under the laws of the PRC and +was wholly-owned by Xizang Gaorong Capital Management Co., Ltd.* ( Гᔛ৷༟͉၍ଣϞ +ʮ̡), which was in turn wholly-owned by Gaorong Ventures. Taikang Life Insurance is a +limited liability company established under the laws of the PRC and was wholly-owned by +Taikang Insurance Group Inc. (ʮ̡). +To the best knowledge and information of our Directors, each of Gaorong Phase IV and +Kangyong Investment, their respective general partners and limited partners, and their +respective ultimate beneficial owners is an Independent Third Party. As of the Latest +Practicable Date, Gaorong Phase IV and Kangyong Investment held 2.17% and 0.38% of our +total issued share capital, respectively. +(g) Guangdong-Macao Investment +Guangdong-Macao Investment is a limited liability company established under the laws +of the PRC and is primarily engaged in investment and assets management. As of the Latest +Practicable Date, Guangdong-Macao Investment was owned as to (i) 50% by Guangdong- +Macao Cooperation and Development Fund (Limited Partnership)* (ږ(Ϟ +Υྫ)) (“ Guangdong-Macau Development Fund ”); (ii) 30% by Guangdong Hengjian +Investment Holding Co., Ltd.* (ʮ̡)( “ Hengjian Investment ”); and +(iii) 20% by two other shareholders. +Guangdong-Macao Development Fund is a limited partnership established under the laws +of the PRC and was owned as to (i) 0.05% by Guangdong-Macau Cooperation and +Development Fund Management Co., Ltd.* (ʮ̡) +(“Guangdong-Macau Development Fund Management ”) as its general partner; and (ii) +99.95% by ICBC (Macau) Capital Limited ( ʈვ(ژ)ʮ̡) as its limited +partner. Guangdong-Macau Development Fund Management is a limited liability company +established under the laws of the PRC and was owned as to (i) 75% by Hengjian Investment, +which was in turn wholly-owned by the State-owned Assets Supervision and Administration +Commission of Guangdong Province (ึ); and (ii) 25% +by Guangdong Namyue Group Ltd., Co. (ʮ̡). +To the best knowledge and information of our Directors, each of Guangdong-Macao +Investment and its ultimate beneficial owners, is an Independent Third Party. As of the Latest +Practicable Date, Guangdong-Macao Investment held 8.97% of our total issued share capital. +(h) Hengqin Golden Investment and Ligao No. 2 (collectively, “Zhuhai Gree Group +Entities”) +Hengqin Golden Investment is a limited partnership established under the laws of the +PRC and is principally engaged in equity investment. As of the Latest Practicable Date, +Hengqin Golden Investment was owned as to (i) 0.33% by Guangdong Hengqin Jintou Venture +Capital Fund Management Co., Ltd.* (ʮ̡)( “ Hengqin +Jintou Venture Capital ”) as its general partner; and (ii) 99.67% by Zhuhai Gree Financial +Investment Management Co., Ltd.* (ʮ̡)( “ Zhuhai Gree +Financial Investment ”) as its limited partner. +Hengqin Jintou Venture Capital is a limited liability company established under the laws +of PRC and was wholly-owned by Zhuhai Science and Technology Industry Group Co., Ltd.* +(ʮ̡)( “ Zhuhai Science and Technology Industry Group ”), which +was owned as to 60% and 40% by Zhuhai Huafa Group Co., Ltd.* (ʮ̡) +(“Zhuhai Huafa ”) and Zhuhai Gree Group Co., Ltd.* (ʮ̡)( “ Zhuhai +Gree Group ”), respectively. Zhuhai Huafa was owned as to 93.48% and 6.52% by the +State-owned Assets Supervision and Administration Commission of the Zhuhai Municipal +HISTORY AND CORPORATE STRUCTURE +– 131 – + + +--- page 143 --- +People’s Government (ึ)( “Zhuhai SASAC ”) and the +Department of Finance of Guangdong Province (ᝂ), respectively. Zhuhai Gree +Group was owned as to 90% and 10% by Zhuhai SASAC and the Department of Finance of +Guangdong Province, respectively. +Zhuhai Gree Financial Investment is a limited liability company established under the +laws of PRC and was wholly-owned by Zhuhai Zhuke No. 1 Investment Co., Ltd.* (߅ +ʮ̡), which was in turn wholly-owned by Zhuhai Science and Technology +Industry Group. +Ligao No. 2 is a limited partnership established under the laws of the PRC and is +principally engaged in equity investment. As of the Latest Practicable Date, Ligao No. 2 was +owned as to (i) 0.20% by Zhuhai Gaoke Venture Capital Management Co., Ltd.* (ږ߅ +ʮ̡)( “ Gaoke Venture Capital ”) as its general partner; (ii) 66.47% by +Zhuhai Gree Venture Capital Co., Ltd.* (ʮ̡)( “ Gree Venture +Capital ”) as its limited partner; (iii) 33.13% by Zhuhai Gaoke Jintou Industrial Equity +Investment Co., Ltd.* (ʮ̡)( “ Gaoke Jintou ”) and (iv) +0.20% by another limited partner. +Gaoke Venture Capital is a state-owned limited liability company established under the +laws of the PRC and was owned as to (i) 60% by the Bureau of Development, Reform, Finance +and Finance Office of Zhuhai (National) Hi-Tech Industrial Development Zone ( मऎ৷อҦஔ +ፄ҅); and (ii) 40% by Zhuhai High-tech Holdings Group Co., +Ltd.* (ʮ̡)( “ Zhuhai High-tech Holdings ”)), which was in turn +wholly owned by the Bureau of Development, Reform, Finance and Finance Office of Zhuhai +(National) Hi-Tech Industrial Development Zone. Gree Venture Capital was wholly-owned by +Zhuhai Gree Financial Investment. +Gaoke Jintou was a wholly-owned subsidiary of Zhuhai Gaoxin Financial Investment Co., +Ltd.* (ʮ̡), which was in turn wholly-owned by Zhuhai High-tech +Construction Investment Co., Ltd.* (ʮ̡), which was owned as to +93.18% and 6.82% by Zhuhai High-tech Holdings and the Department of Finance of +Guangdong Province, respectively. +To the best knowledge and information of our Directors, each of Hengqin Golden +Investment and Ligao No. 2, their respective general partners and limited partners, and their +respective ultimate beneficial owners is an Independent Third Party. As of the Latest +Practicable Date, Hengqin Golden Investment and Ligao No. 2 held 1.67% and 0.62% of our +total issued share capital, respectively. +(i) Hengqin Shenhe Industrial Investment +Hengqin Shenhe Industrial Investment is a limited liability company established under the +laws of the PRC and is principally engaged in investment activities. As of the Latest +Practicable Date, Hengqin Shenhe Industrial Investment was wholly-owned by Hengqin +Shenhe Investment Co., Ltd.* (ʮ̡), which was in turn wholly-owned by +the Finance Bureau of the Guangdong-Macao In-Depth Cooperation Zone in Hengqin ( ዑೞຽ +҅). +To the best knowledge and information of our Directors, each of Hengqin Shenhe +Industrial Investment and its ultimate beneficial owners is an Independent Third Party. As of +the Latest Practicable Date, Hengqin Shenhe Industrial Investment held 1.35% of our total +issued share capital. +(j) Hengqin Xinti +Hengqin Xinti is a limited partnership established under the laws of the PRC and is +principally engaged in investment in biotechnology industry. As of the Latest Practicable Date, +Hengqin Xinti was owned as to (i) 40% by Ms. Liang Tangyin ( ಆত) as its general partner; +and (ii) 60% by Ms. Zhang Xiaoshan (ޙas its limited partner. +HISTORY AND CORPORATE STRUCTURE +– 132 – + + +--- page 144 --- +To the best knowledge and information of our Directors, each of Hengqin Xinti, and its +ultimate beneficial owners is an Independent Third Party. As of the Latest Practicable Date, +Hengqin Xinti held 0.62% of our total issued share capital. +(k) Huajin Lingyue +Huajin Lingyue is a limited partnership established under the laws of the PRC and is +principally engaged in equity investment. As of the Latest Practicable Date, Huajin Lingyue +was owned as to (i) 0.09% by Zhuhai Huajin Lingchuang Fund Management Co., Ltd. ( मऎ +ʮ̡)( “ Huajin Lingchuang Fund Management ”) as its general +partner; and (ii) 99.91% by other six limited partners, none of which held 30% or more of the +interest therein. +Huajin Lingchuang Fund Management is a limited liability company established under the +laws of the PRC and was wholly-owned by Zhuhai Huajin Innovation Investment Co., Ltd.* +(ʮ̡), which was in turn wholly-owned by Zhuhai Huajin Capital +Co., Ltd. (ʮ̡), a joint stock company whose shares are listed on the +Shenzhen Stock Exchange (stock code: 000532) as of the Latest Practicable Date. +To the best knowledge and information of our Directors, each of Huajin Lingyue, its +general partner and its limited partners, and their respective ultimate beneficial owners is an +Independent Third Party. As of the Latest Practicable Date, Huajin Lingyue held 0.62% of our +total issued share capital. +(l) Huitai Dongfang +Huitai Dongfang is a limited partnership established under the laws of the PRC and is +principally engaged in investment in biotechnology industry. As of the Latest Practicable Date, +Huitai Dongfang was owned as to (i) 36.50% by Ms. Wang Binbin ( ˮ) as its general +partner; and (ii) 63.50% by six other limited partners, none of which held 30% or more of the +interest therein. +To the best knowledge and information of our Directors, each of Huitai Dongfang, its +general partner and its limited partners is an Independent Third Party. As of the Latest +Practicable Date, Huitai Dongfang did not hold any shares of our Company. +(m) Jinke Junlian, Junhe Hongrui and Jinke Huiyu +Jinke Junlian is a limited partnership established under the laws of the PRC and is +principally engaged in the provision of management consultancy service. As of the Latest +Practicable Date, Jinke Junlian was owned as to (i) 50% by Beijing Jinke Junchuang +Investment Management Co., Ltd.* (ʮ̡)( “ Jinke Junchuang ”) +as its general partner; (ii) 30% by Ningbo Juncheng Zhonghe Enterprise Management +Consulting Partnership (Limited Partnership)* (ё༐ΥΆุ၍ଣፔ༔ΥྫΆุ(Υ +ྫ)) (“ Ningbo Juncheng ”) as its limited partner; and (iii) 20% by another limited partner. +Ningbo Juncheng is a limited partnership established under the laws of the PRC and was +owned as to (i) 60.62% by Ms. Guan Xianyue (ࣀָas its general partner; and (ii) 39.38% +by eight other limited partners, none of which held 30% or more of the interest therein. +Junhe Hongrui is a limited partnership established under the laws of the PRC and is +principally engaged in equity investment. As of the Latest Practicable Date, Junhe Hongrui was +owned as to (i) 0.41% by Jinke Junchuang as its general partner; (ii) 38.62% by Mr. Jin +Xiangguo (Σ) as its limited partner; (iii) 38.62% by Ms. Song Na (ࢆas its limited +partner; and (iv) 22.36% by five other limited partners. +Jinke Huiyu is a limited partnership established under the laws of the PRC and is +principally engaged in investment management. As of the Latest Practicable Date, Jinke Huiyu +was owned as to (i) 1.83% by Jinke Junlian as its general partner; (ii) 45.14% by Junhe Hongrui +as its limited partner; and (iii) 53.03% by five other limited partners, none of which held 30% +or more of the interest therein. +HISTORY AND CORPORATE STRUCTURE +– 133 – + + +--- page 145 --- +Jinke Junchuang, one of our Sophisticated Investors, is a limited liability company +established under the laws of the PRC and is principally engaged in equity and assets +management with total assets under management of approximately RMB2.21 billion. Jinke +Junchuang was owned as to (i) 50% by Ningbo Junchuang Xincheng Investment Management +Partnership Enterprise (Limited Partnership)* (༐ҳ༟၍ଣΥྫΆุ(Υྫ)) +(“Junchuang Xincheng ”); and (ii) 50% by nine other shareholders, none of which held 30% +or more of the interest therein. Junchuang Xincheng is a limited partnership established under +the laws of the PRC with a registered capital of RMB5 million and was owned as to (i) 49% +by Ms. Guan Xianyue as its general partner; and (ii) 51% by seven other limited partners, none +of which held 30% or more of the interest therein. +Ms. Guan Xianyue, the founder of Jinke Junchuang, has over 30 years of experience in +technology management, enterprise services and investment. She is responsible for overseeing +investments in the healthcare sector of Jinke Junchuang. The investment portfolio of Jinke +Junchuang in the medical healthcare and biotechnology sectors includes, among others, +TINA VI Medical Technologies Co., Ltd. (ʮ̡), a company +listed on the Shanghai Stock Exchange (stock code: 688277) and Beijing Competitor Sports +Science Technology Joint Stock Co., Ltd. (ʮ̡), a company +listed on the Beijing Stock Exchange (stock code: 920429). +To the best knowledge and information of our Directors, each of Jinke Junlian, Junhe +Hongrui and Jinke Huiyu, their respective general partners and limited partners, and their +respective ultimate beneficial owners is an Independent Third Party. As of the Latest +Practicable Date, Jinke Junlian and Junhe Hongrui did not hold any shares of our Company, and +Jinke Huiyu held 6.10% of our total issued share capital. +(n) KIP (ZhangJiaGang) and JingDe (Guangzhou) (collectively, “KIP Entities”) +KIP (ZhangJiaGang) and JingDe (Guangzhou) are limited partnerships established under +the laws of the PRC and are all investment arms of Korea Investment Partners Co., Ltd. +(“KIP”). KIP is a limited liability company established in Korea, which is wholly-owned by +Korea Investment Holdings Co., Ltd. (“ KIH”), a company whose shares are listed on the +KOSDAQ (stock code: 071050) and was controlled by its largest shareholder Mr. Namgoo Kim +as of the Latest Practicable Date. +The general partner of KIP (ZhangJiaGang) is Korea Investment Partners (Shanghai) Co., +Ltd. ( ᒵҳྫМ(ɪऎ)பʮ̡)( “ KIP Shanghai ”) which is wholly-owned +by KIP. KIP (ZhangJiaGang) has two limited partners: KIP KIS SEA-CHINA Fund ( ᒵҳ˰ԭ +ږ“() Sea China Fund ”) and Zhangjiagang Shazhouhu Venture Capital Co., Ltd. (ಥ̹ +ʮ̡), holding approximately 54.95% and 45.00% of the partnership +interest, respectively. Sea China Fund was owned as to (i) 9.30% by KIP as its general partner; +(ii) 83.67% by Korea Investment Securities Co., Ltd., a wholly-owned subsidiary of KIH, as +its limited partner; and (iii) 7.04% by another limited partner. +The general partner of JingDe (Guangzhou) is KIP Shanghai. JingDe (Guangzhou) has +five limited partners, with the largest being Sea China Fund, holding approximately 53.27% of +the partnership interest. None of the other four limited partners holds 30% or more of the +interest therein. +To the best knowledge and information of our Directors, each of KIP (ZhangJiaGang) and +JingDe (Guangzhou), their respective general partners and limited partners, and their +respective ultimate beneficial owners is an Independent Third Party. As of the Latest +Practicable Date, KIP (ZhangJiaGang) and JingDe (Guangzhou) held 2.10% and 2.10% of our +total issued share capital, respectively. +(o) Lide Gongchuang +Lide Gongchuang is a limited liability company established under the laws of the PRC +and is principally engaged in robotics technology innovation and industry services, including +brand media, industry forums, consulting, investment incubation and industrial +implementation. As of the Latest Practicable Date, Lide Gongchuang was owned as to (i) +60.42% by Mr. Pan Yue ( ᆙ˜); (ii) 30.78% by Ms. Duan Jianli (ᘆ); and (iii) 8.8% by two +other shareholders. +HISTORY AND CORPORATE STRUCTURE +– 134 – + + +--- page 146 --- +To the best knowledge and information of our Directors, each of Lide Gongchuang and +its ultimate beneficial owners is an Independent Third Party. As of the Latest Practicable Date, +Lide Gongchuang held 0.26% of our total issued share capital. +(p) Novel Robotics +Novel Robotics is a limited liability company established under the laws of Hong Kong +and is principally engaged in investment and R&D of medical robots and service robots. As of +the Latest Practicable Date, Novel Robotics was owned as to (i) 76.47% by Mr. Liu Yun Hui +(ᄎථሾ); (ii) 17.65% by Ultimate Lenovo Limited; (iii) 3.53% by Eterpassion Inc.; and (iv) +2.35% by Sherwood International Inc.. +To the best knowledge and information of our Directors, each of Novel Robotics and its +ultimate beneficial owner is an Independent Third Party. As of the Latest Practicable Date, +Novel Robotics held 0.65% of our total issued share capital. +(q) Shenzhen Ruisheng +Shenzhen Ruisheng is a limited partnership established under the laws of the PRC and is +principally engaged in private equity investment management. As of the Latest Practicable +Date, Shenzhen Ruisheng was owned as to (i) 25.42% by Beijing Zhongzhi Ronghui +Investment Consulting Co., Ltd.* (ʮ̡)( “ Zhongzhi Ronghui ”) +as its general partner; and (ii) 74.58% by Hainan Jizhi Enterprise Management Consulting +Partnership (Limited Partnership)* (Λ౽Άุ၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Hainan +Jizhi ”) as its limited partner. +Zhongzhi Ronghui is a limited liability company established under the laws of the PRC +and was owned as to 55% and 45% by Beijing Borui Huizhi Management Consulting Center +(Limited Partnership)* ( ̏ԯ௹ြි౽၍ଣፔ༔ʕː(Υྫ)) (“ Borui Huizhi ”) and Ms. Li +Xueying ( ҽᆦ), respectively. Borui Huizhi is a limited partnership established under the +laws of the PRC and was owned as to (i) 71.43% by Ms. Li Xueying as its general partner; and +(ii) 28.57% by Ms. Guo Wei (۾as its limited partner. +Hainan Jizhi is a limited partnership established under the laws of the PRC and was +owned as to (i) 0.91% by Beijing Zhongzhi Huixin Investment Consulting Co., Ltd.* ( ̏ԯ +ʮ̡)( “Zhongzhi Huixin ”) as its general partner; (ii) 62.73% by Mr. Su +Guogang (and (iii) 36.36% by Mr. Zhang Jun (ࠏZhongzhi Huixin is a limited +liability company established under the laws of the PRC which was primarily engaged in the +provision of investment consulting services, and was owned as to 60%, 30% and 10% by Mr. +Li Gang ( ҽᶩ), Mr. Chang Lei ( ᆾ) and Mr. Xu Yang (౮), respectively. +To the best knowledge and information of our Directors, each of Shenzhen Ruisheng, its +general partner and its limited partners, and their respective ultimate beneficial owners is an +Independent Third Party. As of the Latest Practicable Date, Shenzhen Ruisheng held 0.06% of +our total issued share capital. +(r) Shuimu Dongfang +Shuimu Dongfang is a limited liability company established under the laws of the PRC +and is principally engaged in the production and sales of medical equipment. As of the Latest +Practicable Date, Shuimu Dongfang was owned as to (i) 18.97% by its single largest +shareholder, TINA VI Medical Technologies Co., Ltd. (ʮ̡), a +joint stock company listed on the STAR Market of the Shanghai Stock Exchange (Stock Code: +688277), and (ii) 81.03% by other 13 shareholders, none of which held 30% or more of the +interest therein. +To the best knowledge and information of our Directors, each of Shuimu Dongfang and +its ultimate beneficial owners is an Independent Third Party. As of the Latest Practicable Date, +Shuimu Dongfang held 3.24% of our total issued share capital. +HISTORY AND CORPORATE STRUCTURE +– 135 – + + +--- page 147 --- +(s) Shuimu Linghang +Shuimu Linghang is a limited partnership established under the laws of the PRC and is +principally engaged in investment management. As of the Latest Practicable Date, Shuimu +Linghang was owned as to (i) 1.85% by Beijing Shuimu Linghang Consultation Center +(Limited Partnership)* ( ̏ԯ˥˝ჯঘፔ༔ʕː(Υྫ)) (“ Shuimu Linghang +Consultation Center ”) as its general partner; and (ii) 98.16% by 16 other limited partners, +none of which held 30% or more of the interest therein. +Shuimu Linghang Consultation Center is a limited partnership established under the laws +of the PRC and was owned as to (i) 75% by Anyi Shuimu Huizhi Enterprise Management +Center (Limited Partnership)* ( τ່˥˝ි౽Άุ၍ଣʕː(Υྫ)) (“Shuimu Huizhi ”) as +its general partner; and (ii) 25% by Beijing Shuimu Zhongzhi Enterprise Management Co., +Ltd.* (ʮ̡)( “ Shuimu Zhongzhi ”) as its limited partner. +Shuimu Huizhi is a limited partnership established under the laws of the PRC and was +owned as to (i) 60% by Mr. Wu Yong (ۇas its general partner; and (ii) 40% by three other +limited partners, none of which held 30% or more of the interest therein. Shuimu Zhongzhi is +a limited liability company established under the laws of the PRC and was owned as to 99% +and 1% by Mr. Wu Yong and Mr. Song Feng (ࢤrespectively. +To the best knowledge and information of our Directors, each of Shuimu Linghang, its +general partner and its limited partners, and their respective ultimate beneficial owners is an +Independent Third Party. As of the Latest Practicable Date, Shuimu Linghang held 0.78% of +our total issued share capital. +(t) Taiping Medical Investment Fund +Taiping Medical Investment Fund is a limited partnership established under the laws of +the PRC and is principally engaged in equity investment. As of the Latest Practicable Date, +Taiping Medical Investment Fund was owned as to (i) 0.02% by Taiping Innovation Investment +Management Co., Ltd.* (ʮ̡)( “ Taiping Innovation Investment ”) as +its general partner; (ii) 76.91% by Taiping Life Insurance Co., Ltd. (ʮ̡) +(“Taiping Life Insurance ”) as its limited partner; and (iii) 23.07% by another limited partner. +Taiping Innovation Investment is a limited liability company established under the laws +of the PRC and was wholly-owned by Taiping Capital Asset Management Co., Ltd. ( ˄̻༟͉ +ʮ̡), which was in turn owned as to 60% and 40% by Taiping Life +Insurance and Taiping General Insurance Co., Ltd. (ʮ̡)( “ Taiping +General Insurance ”), respectively. Taiping General Insurance was owned as to 99.99% by +China Taiping Insurance Holdings Company Limited (ʮ̡)( “ China +Taiping Insurance ”), whose H Shares are listed on the Hong Kong Stock Exchange (Stock +Code: 966). +Taiping Life Insurance is a limited liability company established under the laws of the +PRC and was owned as to 75.10%, 12.45% and 12.45% by China Taiping Insurance, Jinbo +International Investment Co., Ltd.* (ʮ̡) and Ageas Insurance +International N.V . (ʮ̡), respectively. +To the best knowledge and information of our Directors, each of Taiping Medical +Investment Fund, its general partner and its limited partners, and their respective ultimate +beneficial owners is an Independent Third Party. As of the Latest Practicable Date, Taiping +Medical Investment Fund held 2.24% of our total issued share capital. +(u) X Technology +X Technology is an exempted limited partnership established under the laws of the +Cayman Islands and is principally engaged in the investment of technology companies in Hong +Kong and the Greater Bay Area, with a focus on big data and artificial intelligence, +microelectronics and chip design, robotics and intelligent manufacturing, life sciences, and +advanced materials. As of the Latest Practicable Date, X Technology was owned as to (i) +0.0003% by X Tech Management, L.P. as its general partner; (ii) 39.71% by Gopher HKX +Technology Fund LP as its limited partner; (iii) 30.55% by HSG Venture VI Holdco, Ltd.; and +(iv) 29.73% by 12 other limited partners. +HISTORY AND CORPORATE STRUCTURE +– 136 – + + +--- page 148 --- +X Tech Management L.P. is an exempted limited partnership established under the laws +of the Cayman Islands. Its general partner, X Tech Holdings Ltd., is responsible for its +management and operation. X Tech Holdings Ltd. was owned as to (i) 48.4% by Wang Shun +Group Limited, which was wholly-owned by Guanhan Chen; (ii) 33.3% by Clear Water Bay +Capital, which was owned as to 57%, 23% and 20% by Zexiang Li, Ping Keung Ko and Jie +Gan, respectively; and (iii) 18.3% by HSG Venture VI Holdco, Ltd.. +To the best knowledge and information of our Directors, each of X Technology, its general +partners and its limited partners, and their respective ultimate beneficial owners is an +Independent Third Party. As of the Latest Practicable Date, X Technology held 0.65% of our +total issued share capital. +(v) Yarui Heyi and Zhongguancun Zhiyou +Yarui Heyi is a limited liability company established under the laws of the PRC and is +principally engaged in investment management. As of the Latest Practicable Date, Yarui Heyi +was owned as to 51% and 49% by Ms. Gao Yaping ( ৷ඩറ) and Mr. Zhang Ruijun ( ੵё), +respectively. +Zhongguancun Zhiyou is a limited partnership established under the laws of the PRC and +is principally engaged in equity investment. As of the Latest Practicable Date, Zhongguancun +Zhiyou was owned as to (i) 1.02% by Yarui Heyi as its general partner; (ii) 42.35% by Beijing +Science and Technology Innovation Fund (Limited Partnership)* (ږ(Υ +ྫ)) (“ Beijing Science and Technology Innovation Fund ”) as its limited partner; and (iii) +56.63% by 27 other limited partners, none of which held 30% or more of the interest therein. +Beijing Science and Technology Innovation Fund is a limited partnership established +under the laws of the PRC and was owned as to (i) 1% by Beijing Science and Technology +Innovation Investment Management Co., Ltd.* (ʮ̡)( “ Beijing +Science and Technology Innovation Investment Management ”) as its general partner; (ii) +49.14% by Beijing Municipal Government Investment Guidance Fund (Limited Partnership)* +(ږ(Υྫ)) (“ Beijing Municipal Government Investment +Guidance Fund ”) as its limited partner; and (iii) 49.86% by seven other limited partners, none +of which held 30% or more of the interest therein. +Beijing Science and Technology Innovation Investment Management is a limited liability +company established under the laws of the PRC, and was owned as to (i) 51% by CICC Capital; +and (ii) 49% by four other shareholders, none of which held 30% or more of the interest +therein. +Beijing Municipal Government Investment Guidance Fund is a limited partnership +established under the laws of the PRC and was owned as to (i) 0.004% by Beijing Municipal +Government Investment Guidance Fund Management Co., Ltd.* (၍ +ʮ̡) as its general partner; and (ii) 99.996% by Beijing State-owned Capital Operation +and Management Co., Ltd.* (ʮ̡). +To the best knowledge and information of our Directors, each of Yarui Heyi and +Zhongguancun Zhiyou, their respective general partners and limited partners, and their +respective ultimate beneficial owners is an Independent Third Party. As of the Latest +Practicable Date, Zhongguancun Zhiyou held 2.07% of our total issued share capital. +REASONS FOR THE LISTING +Our Directors consider that the listing of our H Shares on the Stock Exchange will be +beneficial to our Group and our Shareholders as our Group can leverage the international +capital markets platform offered by the Stock Exchange to strengthen our global presence, +expand our Shareholder base and improve our fundraising capabilities. For details of our +application of proceeds from the Listing, see “Future Plans and Use of Proceeds”. +HISTORY AND CORPORATE STRUCTURE +– 137 – + + +--- page 149 --- +OUR EMPLOYEE SHAREHOLDING PLATFORM +In May 2022, to align the interests of our employees and our Company and to recognize +the valuable contributions of our Directors, senior management, service backbones of our +Group who are crucial to our Group’s overall performance and long-term development, we +adopted the Pre-IPO Employee Incentive Scheme. Zhuhai Meijirui was established under the +laws of the PRC as our employee shareholding platform on June 15, 2022. Renxiang +Biotechnology is the sole general partner of Zhuhai Meijirui and is responsible for its +management. As of the Latest Practicable Date, Zhuhai Meijirui held approximately 6.46% +equity interest in our Company. For details of the Pre-IPO Employee Incentive Scheme, see +“Statutory and General Information—E. Pre-IPO Employee Incentive Scheme” in Appendix VI +to this prospectus. +PUBLIC FLOAT +Upon completion of the Global Offering (assuming that the Over-allotment Option is not +exercised) and the conversion of the Domestic Unlisted Shares into H Shares, our Company +will have 35,647,003 H Shares, among which: +(a) the 14,959,232 H Shares to be converted from the Domestic Unlisted Shares held by +our Controlling Shareholders (representing approximately 41.96% of our total +issued Shares upon Listing) will not be counted towards the public float for the +purpose of Rule 19A.13A(1) of the Listing Rules after the Listing as these +Shareholders will be our core connected persons; +(b) the 5,481,897 H Shares to be converted from the Domestic Unlisted Shares held or +controlled by (i) Hengqin Industrial, (ii) Guangdong-Macao Investment, (iii) +Hengqin Golden Investment, (iv) Ligao No. 2 and (v) Hengqin Shenhe Industrial +Investment (the “ Guangdong Shareholders ”) (representing approximately 15.38% +of our total issued Shares upon Listing) will not be counted towards the public float +for the purpose of Rule 19A.13A(1) of the Listing Rules after the Listing as these +Shareholders, who collectively hold over 10% of our total issued Shares upon +Listing, are controlled by or associated with a governmental body of Guangdong +province; +(c) the 11,641,174 H Shares to be converted from the Domestic Unlisted Shares held or +controlled by our Shareholders who are not our core connected persons +(representing approximately 32.66% of our total issued Shares upon Listing) will be +counted towards the public float for the purpose of Rule 19A.13A(1) of the Listing +Rules after the Listing as these Shareholders will not be core connected persons of +our Company upon Listing nor are they accustomed to take instructions from our +Company’s 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 our Company’s core connected persons; and +(d) the 3,564,700 H Shares (representing approximately 10.00% of our total issued +Shares upon Listing) will be issued pursuant to the Listing. +Immediately following the completion of the Global Offering (assuming that the +Over-allotment Option is not exercised), the expected market capitalization of our Company’s +Shares would be approximately HK$4,252.7 million, HK$4,541.4 million, and HK$4,826.6 +million based on the low end (HK$119.30), mid-point (HK$127.40) and high end (HK$135.40) +of the Offer Price range, respectively. Under Rule 19A.13A(1), the minimum public float of the +Company shall be 25.00%, based on the low end, mid-point and high end of the Offer Price +range. To the best knowledge of our Directors, save as disclosed above, upon completion of the +Global Offering (assuming that the Over-allotment Option is not exercised) and the conversion +of Domestic Unlisted Shares into H Shares, an aggregate of 15,205,874 H Shares, representing +approximately 42.66% of our total issued Shares, will be counted towards the public float and +therefore, our Company will be able to meet the minimum public float requirement under Rule +19A.13A. +HISTORY AND CORPORATE STRUCTURE +– 138 – + + +--- page 150 --- +FREE FLOAT +Rule 19A.13C of the Listing Rules provides that, where a new applicant is a PRC issuer +with no other listed shares at the time of Listing, this will normally mean that the portion of +H shares for which listing is sought that are held by the public and not subject to any disposal +restrictions (whether under contract, the Listing Rules, applicable laws or otherwise), at the +time of listing, must: (a) represent at least 10% of the total number of issued shares in the class +to which H shares belong at the time of listing (excluding treasury shares), with an expected +market value at the time of listing of not less than HK$50,000,000; or (b) have an expected +market value at the time of listing of not less than HK$600,000,000. +Our Company will satisfy the free float requirement under Rule 19A.13C of the Listing +Rules. +CAPITALIZATION OF OUR COMPANY +The following table sets out our shareholding structure (a) as of the Latest Practicable +Date and (b) as of the Listing Date (assuming that the Over-allotment Option is not exercised): +As of the Latest +Practicable Date +As of the Listing Date +(assuming that the Over- +allotment Option is not +exercised) +Shareholders +Number of +Shares +Approximate +percentage in +total issued +share capital +Number of +H Shares +Approximate +ownership +percentage in +H shares +(%) (%) +CONTROLLING +SHAREHOLDERS +Renyang Biotechnology /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,360,000 10.47 3,360,000 9.43 +Chengzhen Health /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,000,000 9.35 3,000,000 8.42 +Jiarun Tongchuang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,400,000 7.48 2,400,000 6.73 +Jiarun Hechuang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,293,900 7.15 2,293,900 6.44 +Zhuhai Meijirui /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,071,682 6.46 2,071,682 5.81 +Jiarun Xinchuang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,800,000 5.61 1,800,000 5.05 +Xinhui Runkang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,650 0.10 33,650 0.09 +Subtotal of Controlling +Shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,959,232 46.63 14,959,232 41.96 +SOPHISTICATED INVESTORS +CICC Entities +Hengqin Industrial +(2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,438,669 4.48 1,438,669 4.04 +CICC Qihe /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100431,601 1.35 431,601 (1) 1.21 +Dongrong No. 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100143,867 0.45 143,867 (1) 0.40 +Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,014,137 6.28 2,014,137 5.65 +Jinke Huiyu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,955,547 6.10 1,955,547 (1) 5.49 +Subtotal of Sophisticated +Investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,969,684 12.37 3,969,684 11.14 +HISTORY AND CORPORATE STRUCTURE +– 139 – + + +--- page 151 --- +As of the Latest +Practicable Date +As of the Listing Date +(assuming that the Over- +allotment Option is not +exercised) +Shareholders +Number of +Shares +Approximate +percentage in +total issued +share capital +Number of +H Shares +Approximate +ownership +percentage in +H shares +(%) (%) +OTHER PRE-IPO INVESTORS +Guangdong-Macao Investment (2) /H1100/H11002,877,337 8.97 2,877,337 8.07 +Taike Maidi /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,440,000 4.49 1,440,000 (1) 4.04 +KIP Entities +JingDe (Guangzhou) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100673,090 2.10 673,090 (1) 1.89 +KIP (ZhangJiaGang) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100673,090 2.10 673,090 (1) 1.89 +Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,346,180 4.20 1,346,180 3.78 +Ligong Innovation Entities +Beijing New Energy /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100795,470 2.48 795,470 (1) 2.23 +Qingdao Rongyu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100259,840 0.81 259,840 (1) 0.73 +Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,055,310 3.29 1,055,310 2.96 +Shuimu Dongfang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,038,060 3.24 1,038,060 (1) 2.91 +Gaorong Ventures Entities +Gaorong Phase IV /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100696,510 2.17 696,510 (1) 1.95 +Kangyong Investment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100122,904 0.38 122,904 (1) 0.34 +Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100819,414 2.55 819,414 2.30 +Zhuhai Gree Group Entities +Hengqin Golden Investment (2) /H1100/H1100535,420 1.67 535,420 1.50 +Ligao No. 2 (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100198,870 0.62 198,870 0.56 +Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100734,290 2.29 734,290 2.06 +Taiping Medical Investment Fund /H1100 719,335 2.24 719,335 (1) 2.02 +Zhongguancun Zhiyou /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100664,900 2.07 664,900 (1) 1.87 +Beijing Jingantai /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100615,030 1.92 615,030 (1) 1.73 +Hengqin Shenhe Industrial +Investment (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100431,601 1.35 431,601 1.21 +Shuimu Linghang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100249,340 0.78 249,340 (1) 0.70 +Novel Robotics /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100207,780 0.65 207,780 (1) 0.58 +X Technology /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100207,780 0.65 207,780 (1) 0.58 +Huajin Lingyue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100198,870 0.62 198,870 (1) 0.56 +Hengqin Xinti /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100198,870 0.62 198,870 (1) 0.56 +Dongsheng Bozhan /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100178,980 0.56 178,980 (1) 0.50 +Lide Gongchuang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110083,110 0.26 83,110 (1) 0.23 +Deruida Wealth /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110067,310 0.21 67,310 (1) 0.19 +Shenzhen Ruisheng /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,890 0.06 19,890 (1) 0.06 +Subtotal of other Pre-IPO +Investors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,153,387 41.00 13,153,387 36.90 +OTHER INVESTORS TAKING +PART IN THE GLOBAL +OFFERING /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 3,564,700 +(1) 10.00 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032,082,303 100.00 35,647,003 100.00 +Notes: +(1) Shares that count towards the public float. As indicated in the above table, a total of 15,205,874 H Shares will +be counted towards the public float, representing approximately 42.66% of the total number of Shares +immediately upon the Listing (assuming that the Over-allotment Option is not exercised). +(2) For the purpose of calculating the public float, as the Guangdong Shareholders are controlled by or associated +with a governmental body of Guangdong province, the relevant governmental body indirectly holds and will +hold approximately 17.09% and 15.38% of our total issued Shares immediately before and upon Listing, +respectively. For details, see “—Public Float” above. +HISTORY AND CORPORATE STRUCTURE +– 140 – + + +--- page 152 --- +SHAREHOLDING AND CORPORATE STRUCTURE OF OUR COMPANY +Shareholding and Corporate Structure Immediately Before the Global Offering +The following chart sets forth our corporate structure as of the Latest Practicable Date and +immediately before completion of the Global Offering: +Ultimate beneficial owner +Controlling Shareholders(1) +Renyang +Biotechnology +Chengzhen +Health +Jiarun +Tongchuang +Jiarun +Hechuang +Ms. Cheong +Zhuhai +Meijirui +Jiarun +Xinchuang +Xinhui +Runkang +Guangdong +Shareholders +(excluding +Hengqin +Industrial)(2) +and (3) CICC(2) and (3) Jinke +Junchuang(4) +Other Pre-IPO +Shareholders(5) +Our Company +(PRC) +10.47% 9.35% 7.48% 7.15% 6.46% 5.61% 0.10% 12.61% 6.28% 6.10% 28.39% +True Health +(Beijing) +(PRC) +True Health +(Guangdong Hengqin) + (PRC) +True Health +(Hainan) + (PRC) +Zhenyida +(Huzhou) + (PRC) +True Health +(Macau) +(Macau) +True Health Jiesheng +(Guangdong Hengqin) + (PRC) +100% 100% 100% 100% 100% 100% +True Health +(HK) +(Hong Kong) +100% +True Health +(Guangzhou) +(PRC) +100% +Notes: +(1) Renxiang Biotechnology, which was held as to 99.99% by Ms. Cheong, is the sole general partner of, +and is, pursuant to the relevant partnership agreements, entitled to exercise all voting rights in, each of +Renyang Biotechnology, Chengzhen Health, Jiarun Tongchuang, Jiarun Hechuang, Zhuhai Meijirui, +Jiarun Xinchuang and Xinhui Runkang. Each of Renyang Biotechnology, Chengzhen Health and Jiarun +Tongchuang was owned as to 99% by China True Health Medical as their sole limited partner, and Jiarun +Hechuang was owned as to 99% by Shuimu Medical Technology as its sole limited partner. Each of +China True Health Medical and Shuimu Medical Technology was owned as to 96.67% by Ms. Cheong. +As such, (i) Ms. Cheong is the ultimate beneficial owner of each of Renyang Biotechnology, Chengzhen +Health, Jiarun Tongchuang, Jiarun Hechuang, Zhuhai Meijirui, Jiarun Xinchuang and Xinhui Runkang; +and (ii) Ms. Cheong, Renxiang Biotechnology, China True Health Medical, Shuimu Medical +Technology, Renyang Biotechnology, Chengzhen Health, Jiarun Tongchuang, Jiarun Hechuang, Zhuhai +Meijirui, Jiarun Xinchuang and Xinhui Runkang are considered to be a group of Controlling +Shareholders. +(2) For the purpose of calculating the public float, as of the Latest Practicable Date, each of (i) Hengqin +Industrial, (ii) Guangdong-Macao Investment, (iii) Hengqin Golden Investment, (iv) Ligao No. 2 and (v) +Hengqin Shenhe Industrial Investment held 4.48%, 8.97%, 1.67%, 0.62% and 1.35% of our total issued +Shares, respectively. As (i) Hengqin Industrial, (ii) Guangdong-Macao Investment, (iii) Hengqin Golden +Investment, (iv) Ligao No. 2 and (v) Hengqin Shenhe Industrial Investment are controlled by or +associated with a governmental body of Guangdong province, the relevant governmental body indirectly +holds and will hold approximately 17.09% and 15.38% of our total issued Shares immediately before +and upon Listing, respectively, which will not be counted towards the public float for the purpose of +Rule 19A.13A(1) of the Listing Rules after the Listing. For details, see “—Public Float” above. +(3) Include Shares held by CICC Qihe, Dongrong No. 1, and Hengqin Industrial. See “—Pre-IPO +Investments—Information about our Pre-IPO Investors—(c) CICC Qihe, Dongrong No. 1, and Hengqin +Industrial (collectively, “CICC Entities”)” above for details. +(4) Include Shares held by Jinke Huiyu. See “—Pre-IPO Investments—Information about our Pre-IPO +Investors—(m) Jinke Junlian, Junhe Hongrui and Jinke Huiyu” above for details. +(5) As of the Latest Practicable Date, we had other 23 Pre-IPO Shareholders who were also our Pre-IPO +Investors each holding less than 5% shareholding in our Company. For details of their respective +shareholdings in our Company, see “—Capitalization of our Company” above. +HISTORY AND CORPORATE STRUCTURE +– 141 – + + +--- page 153 --- +Shareholding and Corporate Structure Immediately Following the Global Offering +The following chart sets forth our corporate structure immediately after the Global +Offering (assuming that the Over-allotment Option is not exercised): +Controlling Shareholders(1) +Renyang +Biotechnology +Chengzhen +Health +Jiarun +Tongchuang +Jiarun +Hechuang +Zhuhai +Meijirui +Jiarun +Xinchuang +Xinhui +Runkang +Guangdong +Shareholders +(excluding +Hengqin +Industrial)(2) +and (3) CICC(2) and (3) Jinke +Junchuang(4) +Other Pre-IPO +Shareholders(5) +Other Public +Shareholders +9.43% 8.42% 6.73% 6.44% 5.81% 5.05% 0.09% 11.34% 5.65% 5.49% 25.55% 10.00% +Our Company +(PRC) +True Health +(Beijing) +(PRC) +True Health +(Guangdong Hengqin) + (PRC) +True Health +(Hainan) + (PRC) +Zhenyida +(Huzhou) + (PRC) +True Health +(Macau) +(Macau) +True Health Jiesheng +(Guangdong Hengqin) + (PRC) +100% 100% 100% 100% 100% 100% +True Health +(HK) +(Hong Kong) +100% +True Health +(Guangzhou) +(PRC) +100% +Ms. Cheong +Ultimate beneficial owner +Notes: For Notes 1 to 5, see the corresponding note to the chart set out in “—Shareholding and Corporate +Structure Immediately Before the Global Offering” above. +HISTORY AND CORPORATE STRUCTURE +– 142 – + + +--- page 154 --- +OVERVIEW +We engage in developing and commercializing percutaneous puncture and ablation +surgical robots in China. We have one Core Product, a percutaneous puncture surgical robot +available in four models, namely, TH-S1, TH-S, TH-S Pro and TH-SA. We hold NMPA Class +III registration certificates for TH-S1, TH-S, TH-S Pro and TH-SA for lung and abdominal +puncture, and we are expanding the indication of TH-S1 to include retroperitoneal lesions. +Beyond our Core Product, our pipeline also includes two key products, the percutaneous +microwave ablation surgical robot TH-X MW approved for the treatment of liver and lung +tumors and the percutaneous microwave ablation surgical robot TH-X HMW approved for the +treatment of liver tumors, and five additional product candidates, including the TH-P series of +compact percutaneous puncture surgical robots which are approved for lung and abdominal +puncture, the MW150 microwave ablation device, the TH-X Cryo cryoablation robot, the +TH-LS KI300 and TH-LS LU100 ex vivo organ preservation and assessment systems. +According to CIC, we ranked first in China in terms of revenue for percutaneous puncture +surgical robots in 2025, with a 28.0% market share. We are committed to delivering solutions +for precise, minimally invasive oncology care, covering clinical needs from early-to-advanced +stages and extending to ex vivo organ preservation and assessment. We offer a portfolio that +includes both domestic and global firsts in percutaneous puncture and ablation, and we have +built an intelligent robotic product matrix centered on “percutaneous localization and precise +therapy.” One model of our Core Product, TH-S, was recognized as China’s first domestically +developed percutaneous puncture navigation and localization system and our key product, +TH-X MW, was the first image-guided percutaneous navigation and microwave ablation robot +globally. +In current clinical practice, traditional percutaneous puncture procedures face multiple +challenges. Surgical accuracy is heavily operator-dependent, relying on the physician’s +individual experience and tactile feedback, which inherently limits consistency and precision. +For deep, small lesions or anatomically complex areas near critical vessels, the limits of +manual stability become evident, fatigue and hand tremor further increase the likelihood of +needle deviation. This often necessitates multiple attempts, prolongs procedure time, and raises +the risk of complications such as tissue injury, bleeding, and pneumothorax. In addition, +physiological factors such as respiratory motion cause continuous intraoperative target +movement, making precise localization difficult under static, freehand techniques and +undermining success rates. Under CT and other image guidance, patients often undergo +multiple scans to confirm the lesion location and needle entry position subjecting them to +higher radiation doses. Traditional freehand percutaneous procedures are planned on 2D CT +slices, so the needle path must stay in a single plane and cross plane targeting is difficult. +Finally, the learning curve is steep. Younger physicians need substantial practice to become +proficient, making it hard to scale quality care and hindering the standardization of clinical +practice. These unmet needs create a clear and immediate opportunity for image-guided +surgical robots to deliver safer, more precise and more scalable interventions and treatments. +In 2025, the global prevalence of pulmonary nodules was estimated at approximately 1.6 +billion individuals, including about 308.9 million in China. In China, this figure is expected to +increase to around 334.1 million by 2031. Over the same period, the global annual incidence +of lung cancer is projected to increase from about 2,657.1 thousand cases in 2025 to 3,116.7 +thousand cases in 2031, with China accounting for 1,186.3 thousand cases in 2025 and an +expected 1,418.8 thousand cases by 2031. In 2025, the combined global incidence of liver, +kidney and pancreatic cancers was approximately 1.8 million cases, comprising 808.0 thousand +liver, 475.5 thousand kidney and 546.7 thousand pancreatic cancer cases. In the same year in +China, there were an estimated 359.5 thousand incident cases of liver cancer, 72.8 thousand of +kidney cancer and 128.0 thousand of pancreatic cancer. These continue to drive the growth of +the global medical robotics market. According to CIC, the global medical robotics market has +entered a period of rapid growth and is expected to reach US$70.0 billion by 2031. Although +China’s surgical robotics market started later, it is expanding rapidly and expected to reach +US$7.5 billion by 2031, representing a CAGR of 32.8% from 2026 to 2031. Within this +landscape, percutaneous puncture and ablation surgical robots are key growth drivers because +they directly address essential needs in oncology diagnosis and treatment. China’s +percutaneous puncture robot market is expected to increase from RMB76.9 million in 2026 to +RMB1,386.4 million in 2031, representing a CAGR of 78.3% and the percutaneous ablation +surgical robot market is expected to increase from RMB6.6 million in 2025 to RMB381.5 +million in 2031. +BUSINESS +– 143 – + + +--- page 155 --- +To seize this historic opportunity, we have pursued systematic planning and sustained +innovation, completing product engineering and registration clinical studies. We have built an +R&D team with deep complementary experience in regulation, technology, commercialization +and clinical translation, and obtained over 200 related patents, and built comprehensive IP +barriers. These capabilities give us the R&D strength to break through key technical +bottlenecks and to establish a full industrialization chain from technology development to +product launch. Focusing on intelligent medical image processing, dynamic registration, +precision robotic arm control, and dynamic respiratory tracking, we concentrate on the R&D +and industrialization of intelligent robots for percutaneous interventions, microwave ablation, +and organ preservation and assessment. Our diversified product portfolio covers core clinical +scenarios, including minimally invasive needle biopsy, preoperative localization, tumor +ablation, and organ preservation and assessment, forming an end-to-end oncology solution +spanning early tumor diagnosis, precision treatment and advanced stage organ transplantation. +As of the Latest Practicable Date, we had obtained eight NMPA Class III medical device +registrations (including two under the innovative device program, comprising one domestic +first and one global first, and excluding disposables) and two NMPA Class II registrations +(excluding disposables). +In comparative evaluations against freehand puncture, use of our percutaneous puncture +and ablation surgical robots has been associated with reductions of more than 50% in overall +complications, including pneumothorax and bleeding, and approximately 90% in severe +complications. Our products expand access to procedures that are difficult or high risk with +freehand techniques, estimated at over 10% of cases, thereby enabling low-cost, high-quality +percutaneous procedures and ablation. Leveraging the validated precision and stability of our +percutaneous puncture and ablation surgical robots, physicians have extended minimally +invasive treatment to small lesions ( /H1134910 mm), supporting earlier detection, accurate +preoperative localization, and precise ablation that together minimize damage to healthy tissue, +shorten recovery, improve patient reported outcomes, and help avoid downstream costs +associated with tumor progression. +Our ex vivo platform supports organ preservation, assessment and transportation outside +the body under normothermic conditions, bridging diagnosis, intervention and transplant. It +uses normothermic machine perfusion, i.e. pumping warm, oxygenated fluid through the organ +to mimic natural blood flow to maintain organs, enabling warm temperature storage, evaluation +and transport of removed organs. It can also operate at sub-normothermic (below-normal) +temperatures when needed. We are developing two perfusion systems: TH-LS KI300 for kidney +preservation and assessment and TH-LS LU100 for multi-organ preservation and assessment, +both of which are in early design and development. +Our technical advantage is built on a strategy of technology differentiation, deep clinical +integration, accelerated pathway from R&D to product and outreach, and global deployment. +We continue to advance critical technologies, optimize our supply chain, and build an academic +ecosystem. Our intelligent medical image processing for chest-and-abdomen percutaneous +procedures precisely identifies and segments lesions and surrounding anatomy and reconstruct +them in 3D to generate an intuitive anatomical map that supports procedure planning. Our +optical navigation achieves sub-millimeter real-time tracking and clearly displays the dynamic +relative positions of instruments and the patient to provide precise visual guidance. Our robotic +arm control covers the full chest-and-abdomen workspace, executes point localization and +trajectory operations with high precision, filters hand tremor, and maintains accuracy and +stability. Our dynamic respiratory tracking monitors respiratory rhythm in real-time and +intelligently captures the optimal puncture window, thereby minimizing motion interference. In +addition, we actively undertake national R&D programs such as the “14th Five-Year Plan” +National Key R&D Program in Intelligent Robotics from the MST and participate in national +and industry standards development. In January 2024, we won First Prize at the 3rd Hengqin +International Sci-Tech Innovation Competition. In July 2024, we were designated by the MIIT +as a “Specialized, Sophisticated, Distinctive, and Innovative (‘Little Giant’) Enterprise.” +We have built a distributor network across 23 key provinces in China, and launched +clinical applications and deployments primarily through free trial installations in medical +institutions. Our team brings deep clinical backgrounds and service experience and has +established collaboration mechanisms with leading Grade III hospitals nationwide. +Specifically, we provide hospitals with our products, technical support and training, while +hospitals, in turn, provide clinical feedback, assist us in the upgrade and iteration of our +BUSINESS +– 144 – + + +--- page 156 --- +products, and procure our products based on their clinical needs. While consolidating our +domestic leadership, we are advancing our international expansion. We are pursuing CE +marking for our Core Product and other product candidates in our pipeline to enable global +market access, adopting a “Europe as a gateway to emerging markets” approach, and driving +adoption in Portuguese-speaking countries to accelerate international scaling. Our goal is to +become the global benchmark for percutaneous, minimally invasive solutions in interventional +oncology. +We are led by an experienced, execution-focused team and supported by a robust network +of clinical and academic partners. We combine regulatory rigor, R&D excellence, and +commercialization capability with national programs and clinical demonstration sites to +accelerate intelligent robotics and frontier biotechnology from lab to market. +Hengqin, where our headquarters is located, is a key pilot zone within the Guangdong- +Hong Kong-Macau Greater Bay Area, aimed at developing scalable models for nationwide +reform and opening-up. Its integration into the Greater Bay Area, together with favorable “dual +15%” tax policies, cross-border institutional innovations, and dedicated industrial programs, +provides us with full life-cycle support across R&D, manufacturing, certification, talent, and +financing, making it an ideal platform for us to connect resources, reduce costs and accelerate +commercialization. As of the Latest Practicable Date, we did not have any capital commitments +related to such industrial programs. +OUR COMPETITIVE STRENGTHS +From precision navigation to full-chain care: a complete minimally invasive oncology +solution +We have established a fully integrated, intelligent robotic ecosystem for oncology, +delivering comprehensive cancer care across the full patient journey from diagnosis and +treatment to organ preservation. Our platform spans the entire workflow, including +percutaneous needle guidance, precision therapy, and ex vivo organ preservation and +assessment. We offer a diversified product portfolio that addresses core clinical needs, +including needle biopsy, preoperative localization, precision ablation, brachytherapy seed +implantation, percutaneous drainage, minimally invasive drug and device delivery, and organ +preservation and assessment. This solution unifies diagnosis and treatment and supports the +varied needs of multi-tier healthcare institutions. +Precision +localization +Percutaneous puncture surgical robot +(first-of-its-kind in China) +Import +substitution +Compact percutaneous +puncture surgical robot +Precision +ablation +Percutaneous microwave ablation surgical robot +(first-of-its-kind worldwide) +Organ perfusion +system +Ex vivo organ preservation +and assessment system +Tumor +Nodule +Organ +preservation +and assessment +cryoablationsurgicalrobotworldwide +First-of-its-kindmicrowave/ +and assessmentsystem +Kindey/multi-organpreservation +robot/smallpuncturesurgicalrobot +China’sfirst-of-its-kindpuncturesurgical +Ablationsurgicalrobot +Organ perfusionsystem +Percutaneouspuncturesurgicalrobot +BUSINESS +– 145 – + + +--- page 157 --- + Precision navigation and localization . Our precision navigation and localization +portfolio enhances targeting accuracy, streamlines workflow and supports consistent +image-guided puncture across multiple anatomies. Our Core Product is a +percutaneous puncture surgical robot available in four models: (i) our flagship +TH-S1, for which we obtained an NMPA Class III registration certificate in May +2022 for lung and abdominal puncture, we submitted an application for CE marking +in January 2026 for lung and abdominal puncture, and we are currently expanding +its indication in retroperitoneal lesions, (ii) TH-S, an iterated model with structural +and industrial-design upgrades to better match clinical needs, for which we obtained +an NMPA Class III registration certificate in June 2023 for lung and abdominal +puncture, (iii) TH-S Pro, an iterated model that adds several features such as +laser-based localization, multi-planar reconstruction and automatic surgical report +generation, for which we obtained an NMPA Class III registration certificate in +December 2024 for lung and abdominal puncture, and (iv) TH-SA, an iterated model +with further industry design optimization and expanded needle puncture capabilities, +for which we obtained an NMPA Class III registration certificate in December 2025 +for lung and abdominal puncture. Our portfolio also includes the TH-P series (TH-P +Elite, TH-P, TH-P Plus), a line of compact devices with the robotic arm cart reduced +to a bedside unit, for which we obtained an NMPA Class III registration certificate +in December 2024 for lung and abdominal puncture. The TH-P series is highly +adaptable and can be deployed across hospitals of all sizes and in specialized biopsy +settings, addressing an unmet need for compact, precision localization systems. We +have also developed single-use disposables dedicated to our robotic system, +including a target puncture guide, and a CT angle-positioning guide for target +localization. + Precision therapy . Building on navigation-guided targeting, our therapy system +delivers accurate, minimally invasive treatment. Our key product, TH-X MW, +integrates real-time navigation with microwave ablation to provide precise +localization and efficient ablation for adult solid tumor indications. For liver solid +tumor, we obtained an NMPA Class III registration certificate in September 2024, +and for lung tumor, we received the registration approval in April 2026. We are +extending our interventional oncology platform with another percutaneous ablation +robot in development: a cryoablation robot for solid tumors. Our other key product, +TH-X HMW, adds three major improvements over TH-X MW, including a +laser-based indication of the optical tracker’s center of view in the operative field, +a multi-planar reconstruction tool that converts 3D imaging data into 2D views on +multiple displays as needed, and a surgical report export feature that lets physicians +export and review images and the planned puncture path after percutaneous +procedures. Building on our core competencies in image-guided navigation, +respiratory motion tracking, and precise needle guidance, these programs aim to +deliver consistent, operator-agnostic outcomes across high-burden indications. We +have also developed a single-use microwave ablation needle set (multiple sizes) that +has obtained an NMPA Class III registration certificate for solid liver tumor, and +another single-use microwave ablation needle set for liver and lung tumor, which +was approved by the NMPA in June 2026. + Ex vivo organ preservation, assessment and transport . Our ex vivo platform +supports organ preservation, assessment and transportation outside the body under +normothermic conditions, bridging diagnosis, intervention, transplant. It uses +normothermic machine perfusion, i.e. pumping normothermic fluid through the +organ to mimic natural blood flow, to maintain organs, enabling warm temperature +transport, storage and evaluation of removed organs. It can also operate at +sub-normothermic (below-normal) temperatures when needed. We are developing +two perfusion systems: TH-LS KI300 for kidney preservation and assessment and +TH-LS LU100 for multi-organ preservation, assessment and transport, both of which +are in early design and development. We are also designing matching single-use +tubing sets that connect the organ to the perfusion system. +Our products are capable of supporting thoracic surgery, radiology, pulmonology, +oncology, radiation oncology, hepatobiliary surgery, interventional radiology, and urology. Our +products replace operator dependent, manual techniques with standardized, image guided +precision, reducing procedural constraints, increasing throughput, and delivering more +BUSINESS +– 146 – + + +--- page 158 --- +consistent outcomes. Although many solid tumors inherently tend to recur, our navigation led +targeting and therapy platforms are designed to improve lesion access, accuracy, and treatment +quality across the care pathway. In addition, our integrated “equipment + disposables” model +supports durable, recurring revenue and underpins our sustainable growth. +Pioneering puncture and ablation surgical robotics, transforming oncologic diagnosis and +treatment + TH-S—one of the iterated models of our Core Product (a percutaneous puncture +surgical robot) that was recognized by the NMPA as China’s first domestically +developed percutaneous navigation and localization system : +➢ Integrated puncture robot . Our TH-S system integrates the “brain” (intelligent +image analysis and puncture planning module), the “eye” (optical navigation), and +the “hand” (a six-degree-of-freedom robotic arm for execution and assisted +puncture). The intelligent image analysis and puncture planning module performs +precise lesion and organ segmentation, three-dimensional reconstruction, and +preoperative path planning. Our Core Product has been validated on a large set of +chest-abdomen CT images from 5,000 patients. The optical navigation system +provides real-time tracking accuracy of approximately 0.15 millimeters for +intraoperative localization and real-time registration. The robotic arm stabilizes +needle grip and path execution with high repeatability. By combining dynamic +respiratory tracking with real-time navigation control, the system delivers a +closed-loop of preoperative planning, intraoperative guidance, and postoperative +assessment, achieving sub-millimeter localization and intelligent avoidance of +critical vessels and organs in complex chest-and-abdomen procedures. +➢ Systematic resolution of clinical pain points and a new benchmark . Addressing the +core challenges of limited accuracy, prolonged procedure time, and high +complication rates, TH-S combines intelligent imaging analysis and three- +dimensional reconstruction, four-dimensional real-time registration, high-precision +optical navigation, a six-degree-of-freedom robotic arm, and dynamic respiratory +tracking to deliver standardized, reproducible puncture paths and workflows. It +targets a high first-pass success rate while minimizing needle passes and CT scans, +reducing risks such as bleeding and pneumothorax, and keeping the inherent risks of +invasive procedures low and acceptable. Our Core Product has been validated in +more than 5,000 puncture procedures across the lung, liver, pancreas, and other solid +organs, demonstrating high target-hit rates and localization accuracy, along with +meaningful improvements in departmental efficiency and patient outcomes. +➢ Proven clinical benefits and independent recognition . Compared with conventional +freehand puncture, our Core Product increases first-pass success, reduces needle +passes and CT scans, shortens procedure time, lowers complication and operator- +related AE rates, and reduces dependence on individual operator experience, +resulting in higher efficiency and more consistent outcomes. Real-world evidence +from the Second Affiliated Hospital of Suzhou University (published in Scientific +Reports, 2025) reports a technical success rate of 100%; significantly fewer +intraoperative needle adjustments (1.4±0.8 vs. 2.3±1.5, P < 0.05); fewer +intraoperative CT scans (3.80±1.22 vs. 5.75±2.12 , p < 0.05); and shorter procedure +time (15.33±5.47 minutes vs. 20.43±9.78 minutes, P < 0.05). In a 2024 appraisal +organized by the China Machinery Industry Federation, an academician-led expert +panel concluded that the overall technology is internationally advanced, with +positioning accuracy and first-pass success rates at an internationally leading level. + TH-X MW—the first image-guided percutaneous microwave ablation robot globally +recognized by the NMPA +➢ Our key product, TH-X MW, integrates CT-based planning, real-time respiratory +motion tracking, and ablation control into a single, streamlined workflow for adult +solid liver tumors. By uniting preoperative planning and intraoperative guidance, +TH-X MW enhances needle placement accuracy and ablation zone conformity, +improving procedural efficiency and technical success while reducing dependence +on operator experience. TH-X MW was successfully selected for the 2025 High-End +BUSINESS +– 147 – + + +--- page 159 --- +Medical Equipment Promotion and Application Program list jointly announced by +the MIIT, the NHC and the NMPA on November 26, 2025. We obtained the NMPA +Class III registration certificate for adult solid liver tumors and lung tumors. +Comprehensive capability from clinical needs to technology R&D and standards setting + Strong R&D capabilities and technology platform +➢ Clinically driven, closed-loop innovation . We operate a closed-loop model of +clinical validation, data feedback, and technology iteration. This model, integrating +algorithms, devices, and clinical practice, shortens development cycles, improves +iteration efficiency, and supports timely responses to defined clinical needs in +minimally invasive interventions. +➢ Technology architecture and core platforms . Our portfolio includes a percutaneous +puncture robot and image-guided percutaneous microwave ablation surgical robot, +each supported by core technologies and patent coverage. We have developed an +integrated ablation plus navigation treatment platform designed for accuracy, +stability, and reliability. Three foundational platforms underpin our systems: an AI +imaging platform for lesion identification, a navigation and tracking platform for +real-time guidance, and an energy-field ablation platform for ablation energy field +simulation, covering preoperative planning and intraoperative guidance. We have +also developed a patented miniaturized robotic arm and maintain an independent AI +and robotics technology stack to preserve control and flexibility. +➢ R&D team and collaboration . As of the Latest Practicable Date, our R&D team +comprised 71 members, with approximately 28.2% holding master’s or doctoral +degrees, with expertise across multiple disciplines. Our R&D team is deeply +committed to industry-academia-research collaborative innovation and has launched +several flagship research partnerships with leading universities in China. These +initiatives focus on: technologies for robotic systems and research and innovation +platform for organ preservation. These high-caliber collaborations continue to +propel our technological breakthroughs and product iterations, providing robust +support for our core competitiveness. +➢ High efficiency in translating R&D to registrations and commercialization . Since +our establishment in 2018 and as of the Latest Practicable Date, we had obtained +eight NMPA Class III medical device registration certificates (excluding +disposables) and two NMPA Class II medical device registration certificates +(excluding disposables). These registrations substantiate our execution from +development through NMPA approval, underpinning accelerated market entry and +scaled deployment in approved indications. +➢ Intellectual property and barriers to entry . As of the Latest Practicable Date, we +maintained a dedicated intellectual property management function and a three-layer +protection strategy across algorithms, mechanical structures, and systems, including +portfolio maintenance and infringement monitoring. We held 289 granted +intellectual property rights, including 206 issued patents in China and 5 +international patents, covering imaging algorithms, robotic arm motion control, and +navigation and tracking. Our structural patents (e.g., multi axis joint architectures) +establish hard-to-circumvent mechanical protections, and our algorithm patents +(e.g., dynamic registration) secure the accuracy and robustness drivers of our +systems, together reinforcing strong technical defensibility and sustained +performance leadership. + Academic-clinical synergy: from demand shaping to standards leadership across the +value chain +➢ National programs and third-party recognition . We are currently undertaking key +research tasks under the MST’s 14th Five-Year Plan, including projects in intelligent +robotics, and we participated in multiple joint research programs. Our TH-S1 was +awarded the 2025 First Prize (Technological Invention) of the “Machinery Industry +Science and Technology Award” and the First Prize of the “2025 Invention and +Entrepreneurship Award”. We received awards including the “World Robot +BUSINESS +– 148 – + + +--- page 160 --- +Conference Technology Innovation Award” and the First Prize at the 3rd Hengqin +International Sci-Tech Innovation Competition. Our products were listed in the +MIIT Catalog for the Promotion and Application of High-end Medical Equipment, +the 11th Catalog of Excellent Domestic Medical Devices and the Guangdong +Province Catalog of Innovative Drugs and Medical Devices and received +recognitions such as “Guangdong High-Quality High-Tech Product,” “Guangdong +First (Set)” and “Zhuhai Innovative Product.” +➢ Standards and expert consensus leadership . We drove the development of China’s +first Expert Consensus on the Standardized Clinical Application of Robotic-Assisted +Percutaneous Lung Puncture Diagnosis and Therapy and, as of the Latest Practicable +Date, had led or participated in the formulation of over 10 technical standards. +Among these, two national and two industry standards had been initiated and eight +group standards were in effect, addressing gaps in domestic guidance. +➢ Clinical-use cases and iterative improvement . Our products have been used to +complete complex multi-target puncture procedures, including cases involving +multiple pulmonary nodules, lesions adjacent to vessels or critical organs, and +multiple hepatic nodules, for biopsy or ablation. They have also supported +radioactive seed implantation for tumors. These clinical applications demonstrate +the systems’ accuracy, stability and workflow suitability for minimally invasive +interventions. We maintain structured mechanisms for clinical research and +technology iteration with leading centers, including the First Affiliated Hospital of +Guangzhou Medical University, the PLA General Hospital Third Medical Center, +and Aerospace Center Hospital, to enable feedback from procedure design through +hardware and software optimization. + AI-driven intelligent engine +➢ Core models and continuous optimization . Our models incorporate contemporary +neural network architectures with demonstrated generalization across devices and +imaging conditions, supporting lesion identification, organ segmentation, and +three-dimensional reconstruction. We operate a continuous improvement process +spanning data collection, model training, clinical validation, and algorithm +optimization that incorporates clinical feedback to enhance performance in precision +therapy. +Accelerating deployment of precision interventional solutions through established sales +channels +Our commercialization approach follows a clear, connected sequence from product fit to +adoption. + “Equipment + disposables” model . Our surgical robots are compatible with +third-party, standard-size, general consumables, including puncture needles, biopsy +needles and cryoablation needles, making it an open surgical platform. On the other +hand, we derive recurring revenue from our single-use, device-specific +consumables, including disposable guides used in conjunction with the Core +Product, disposable CT-based puncture angle positioning guides, and microwave +ablation needles used together with our ablation devices. Each use of our Core +Product or ablation devices necessarily involves the use of such device-specific +consumables. Our device-specific consumables are exclusive for our products and +not designed to be compatible with third-party devices. + Differentiated go-to-market strategy . We adopt a differentiated go-to-market +strategy built around a tiered product lineup to match hospital needs and budgets. +For example, the TH-S1 and TH-S models of our percutaneous puncture robots are +positioned for leading Grade III hospitals nationwide. The lightweight TH-P series +targets county-level hospitals to address broader market need. +BUSINESS +– 149 – + + +--- page 161 --- + Established national sales network . We have established a national sales network +with eight core sales regions. Our products are designed for deployment across +multiple clinical departments, including pulmonology, thoracic surgery, +hepatobiliary surgery, interventional medicine, radiology, and oncology, supporting +broad clinical adoption. While our commercialization remains at an early stage, we +expect the total addressable market to expand materially. Accordingly, we believe +the long-term market opportunity for percutaneous puncture and ablation surgical +robots is substantial. + Nationwide clinical training and support system . We believe physician proficiency +with our surgical robot and assured system availability are critical to outcomes and +adoption. Accordingly, we have established dedicated clinical support and after- +sales service departments that deliver installation, application and user training, +in-OR proctoring, and comprehensive maintenance and service, supporting a +currently reported-100% procedure success rate. Drawing on more than 5,000 +clinical cases, we have curated over 100 complex case studies involving +anatomically challenging and high risk lesions, which inform our protocols and +training and have strengthened physicians’ capabilities in difficult percutaneous +interventions and confidence in our platform. Our nationwide clinical training and +surgical support network enables rapid onboarding and consistent quality, and our +internal analyses show no statistically significant performance differences among +physician cohorts with approximately 20, 10, and 5 years of prior experience, +indicating broad usability and a short learning curve that support diffusion of quality +care to lower-tier institutions and expansion of the addressable market. Combined +with preventive maintenance, rapid field service, remote diagnostics, and real-time +technical support designed to maximize uptime across our installed base, we believe +this integrated clinical and service infrastructure delivers consistent, reproducible +results nationwide while creating substantial social value and reducing overall +healthcare expenditures. + Strong commercialization capabilities . We translate regulatory approvals into rapid +market adoption. For example, the flagship model of our Core Product, TH-S1 +achieved approval and commenced commercial launch within the same year, +demonstrating leading efficiency from clinical validation and regulatory review to +supply readiness and channel activation, within approved applications. +In-house and localized production enable lower costs, faster iteration, and resilient supply +We operate an integrated hardware and manufacturing platform that delivers clear +advantages in cost, quality, and speed. By combining import substitution with in-house +development, we lower unit costs, secure core technologies, and reduce supply risk. Our +comprehensive capabilities enable rapid iteration and consistent quality, and our scalable +capacity in Zhuhai supports demand-driven delivery. + Import substitution strategy . Our self-developed, miniaturized robotic arm achieves +positioning accuracy comparable to leading imported products, and lowers costs by +about 70%. We are developing an optical navigation system that aims to match +imported alternatives and reduce costs. Overall, our core component costs are +significantly lower than an import-dependent model, while we retain full control of +product roadmaps and upgrades. + Scalable capacity . Our Zhuhai facility has 3,682 sq.m. of floor space and two +production lines for robotic products. During the Track Record Period and up to the +Latest Practicable Date, one of the production lines was used for commercial mass +production, while the other was used for product validation, process optimization, +trial production of new products and support of quality control activities and did not +participate in routine mass production. To meet increasing demand for our products, +we may expand our production capacity by temporarily deploying the second +production line into mass production as needed. +BUSINESS +– 150 – + + +--- page 162 --- +Strong leadership, deep expertise and strategic partnerships +Our company is led by an experienced, execution-focused team and supported by a robust +network of clinical and academic partners. We combine regulatory rigor, R&D excellence, and +commercialization capability with national programs and clinical demonstration sites to +accelerate intelligent robotics and frontier biotechnology from lab to market. + Founder with global perspective . Our founder and chairwoman Ms. Cheong Hou +Iam has over 20 years of experience in drug and medical device R&D, registration, +investment, and management. Prior to founding our Company, she served at Macau +Health Department. Ms. Cheong has led multiple national projects, such as the “14th +Five-Year Plan” National Key R&D Program in Intelligent Robotics from the MST +and holds over 100 patents. She led the Company to secure China’s first Class III +certificate for a percutaneous puncture robot as well as recognition as a national +“Specialized, Sophisticated, Distinctive, and Innovative (‘Little Giant’) Enterprise.” +She holds a bachelor’s degree from Fudan University Shanghai Medical College +(previously Shanghai Medical University) and an EMBA from Tsinghua University. +In June 2025, Ms. Cheong was recognized as the “Top Talent” in the second cohort +of the 2024 High-Level Talents program of the Hengqin Guangdong-Hong Kong- +Macao In-Depth Cooperation Zone, awarded by the Economic Development Bureau +of the Hengqin Guangdong-Hong Kong-Macao In-Depth Cooperation Zone. She +also received the First Prize of the “2025 Invention and Entrepreneurship Award” by +the China Invention Association in June 2025 and the First Prize (Technological +Invention) of the Machinery Industry Science and Technology Award from the China +Machinery Industry Federation and the Chinese Mechanical Engineering Society in +October 2025. + Core management team . Our R&D team brings deep, complementary strengths +across regulation, technology, commercialization, and clinical translation. +➢ Ms. Guo Jian, our executive Director and vice general manager, has over 20 +years in healthcare with specialization in product registration and research +program management; She has led the acquisition of more than 40 drug and +medical device registrations and successfully directed multiple MST national +projects and provincial programs to completion. Ms. Guo holds a bachelor’s +degree from China Pharmaceutical University and a master’s degree from +Harbin Medical University. +➢ Ms. Chen Miaoping, our Director and head of finance, also has over 20 years +of industry experience and has overseen marketing, key account management, +and government affairs in the pharmaceutical sector, bringing strong +capabilities in market access, commercial operations, and enterprise +management. Ms. Chen holds a bachelor’s degree from China Pharmaceutical +University and a master’s degree from Shenyang Pharmaceutical University. +➢ Mr. Chen Xiangqian, our chief technology officer, has more than a decade of +experience in surgical robot R&D and focuses on surgical navigation and +image registration for medical robotics. He holds over 40 granted invention +patents and 50 utility model patents and has authored more than 10 peer +reviewed publications. He completed his Ph.D. and postdoctoral training at +Beihang University. +➢ Mr. Shi Jipeng, our R&D director, brings over 20 years of experience across IT +and medical sectors in product architecture, engineering translation of R&D +outputs, and productization. Mr. Shi has led multiple technology transfer +projects with the Chinese Academy of Sciences and Tsinghua University. He +holds a master’s degree from Hong Kong Metropolitan University. + Partnership network . In addition, we have entered into collaboration and +partnership arrangements with nationally-leading academic institutions to conduct +primarily joint researches on fundamental subjects and frontier technologies. We +believe that these joint researches help us maintain our technological leadership in +the industry, enhance our brand image, and lay the foundation for our sustainable +BUSINESS +– 151 – + + +--- page 163 --- +development. Such researches are primarily funded by national or regional fiscal +appropriations, our own funds and funds of other relevant parties. There are no +profit sharing arrangements under the collaboration arrangements. Under the +collaboration arrangements, we are generally primarily responsible for engineering +and R&D of primary robotic systems and technologies and in-scenario or by-context +application validation. Under the collaboration arrangements, all jointly developed +intellectual property is jointly owned by the respective participating parties, except +that we retain all jointly developed intellectual properties related to our products. +Intellectual property obtained prior to project commencement belongs to the original +owners, and intellectual property independently developed under the projects +belongs to the respective parties. None of the joint research results or research +results of other parties under the collaboration arrangements were or is planned to +be used or applied in our products or product candidates. +Hengqin headquarters delivers structural advantages in Medtech Development and +Commercialization +Hengqin, where our headquarters is located, is a leading pilot zone within the +Guangdong-Hong Kong-Macao Greater Bay Area. Its close regional integration, together with +a dual 15% tax regime, cross-border institutional innovations, and sector specific programs, +provides support across R&D, manufacturing, regulatory approval, talent, and financing. This +enables efficient resource access, lower operating costs, and shorter time to market. +For medical devices, the policy framework is both targeted and executable. The Measures +for Supporting High Quality Development of the Biomedicine and Health Industry in the +Guangdong-Macao In-Depth Cooperation Zone (Hengqin), alongside dedicated funding such +as the Biomedicine and Health High Quality Development Fund, support companies through +each stage of growth. Hengqin also operates Enterprise Excellence (“ Ꮄ”) programs that +strengthen core R&D, facilitate participation in national and provincial science and technology +projects, and subsidize the development and first deployment of first-of-its-kind equipment. +These programs provide practical support for obtaining “Specialized, Sophisticated, +Distinctive, and Innovative (‘Little Giant’) Enterprise” designation and High Tech Enterprise +accreditation, and for securing inclusion of eligible products in national and provincial product +catalogs, expanding market access and enhancing industry standing. Ongoing enhancements to +these Enterprise Excellence policies convert incentives into durable advantages for product +development and commercialization. +These structural advantages have produced measurable results. In January 2024, we +received First Prize at the 3rd Hengqin International Sci-Tech Innovation Competition with an +award amount of RMB50.0 million, reflecting the region’s emphasis on clinically meaningful +innovation and effective translation. +OUR STRATEGIES +Continue to broaden our product portfolio and application scenarios while advancing our +global footprint +We are advancing the flagship model of our Core Product, TH-S1, to expand its +indications to include retroperitoneal lesions. We initiated the registrational trial in November +2025 and plan to submit registration application to the NMPA in the fourth quarter of 2026. We +are also developing a cryoablation surgical robot and plan to submit registration application to +the NMPA in the second half of 2027. In parallel, we are advancing R&D on intelligent +organ-preservation and assessment devices based on normothermic continuous mechanical +perfusion, aiming to initiate clinical trial for TH-LS KI300 in the first half of 2027 and for +TH-LS LU100 in the first half of 2028, respectively. +We also plan to expand our global market access. We submitted the application for CE +marking in January 2026. This will enable entry into Europe and other markets that recognize +EU standards, such as Southeast Asia, the Middle East and Australia. Leveraging Macau’s +China-Portuguese platform for regulatory alignment and market access to the European Union +and Portuguese-speaking countries, we plan to establish Macau as our center for technology +showcases and clinical training, paving the way for entry into Lusophone markets, including +Brazil. +BUSINESS +– 152 – + + +--- page 164 --- +Strengthen core platform innovation and build durable technological advantages +We will continue to reinforce a three pillar platform—algorithms, mechanisms, and +systems. Over the next three years, we plan to file at least 50 new domestic invention patents, +focusing on core areas such as multimodal image fusion algorithms (CT/MRI/CBCT/real time +ultrasound registration), robotic remote puncture, autonomous robotic arm control and +intelligent puncture, and intelligent control of ablation energy fields. In parallel, we will file +at least three international patents via the PCT route to establish a global patent protection +network. +We will deepen our AI driven iteration framework to build a domestically leading +intelligent clinical decision platform through systematic data accumulation and model +optimization strategies. For model iteration, we adopt a “clinical needs driven and frontier +technology integration” dual track approach, continuously assessing state of the art models, +optimizing performance, and validating each upgrade against the latest clinical data to steadily +improve accuracy. +Our AI-powered puncture surgical robot platform is designed for high compatibility and +scalability. It already supports adaptation to multiple mainstream instruments, such as biopsy +needles, ablation needles, and brachytherapy seed implantation needles. It also offers +standardized interfaces for integration with imaging systems such as CT and MRI. Over the +next three years, we plan to expand indication coverage (including retroperitoneal puncture), +build a 5G remote surgery ecosystem, and develop a low latency, cross hospital collaboration +system to enable expert tele-guidance for primary hospitals. We will also extend our ablation +energy portfolio, including cryoablation, to deliver a full cycle, minimally invasive healthcare +platform spanning diagnosis and therapy. +Strengthen commercialization to consolidate market leadership and accelerate adoption +of our products +We plan to scale our commercial team by building a professional marketing team +calibrated to market capacity, improving opportunity conversion in priority regions, and +achieving broader geographic coverage. Leveraging our broad and differentiated product +portfolio, we will extend reach into county- and city-level medical institutions. +We intend to expand partnerships with high-performing distributors in high-growth +regions with extensive hospital networks, optimize our channel architecture, and establish a +comprehensive distributor ecosystem spanning provincial, key city, and project-based +distributors. While maintaining our sales focus on public hospitals, we will invest in financing +and leasing solutions and pursue deployment models for private healthcare institutions to +shorten product launch and promotion cycles. +We will establish additional training centers in collaboration with national and regional +medical centers and leading provincial and municipal hospitals to develop more reference sites +and create training hubs across major provinces, educating and upskilling more physicians to +proficiently use our surgical robot and accelerating market penetration. +We intend to initiate reimbursement filings across provinces to include surgical robot +service fee items in public insurance programs, with the goal of lowering patient out-of-pocket +costs and increasing penetration and utilization. As of the Latest Practicable Date, we had not +commenced any initiatives to include our products in public insurance programs. According to +applicable regulations and prevailing practice, eligibility for inclusion in the public insurance +program is generally achieved two years after (i) obtaining approval from provincial or +municipal healthcare insurance authorities for the establishment of (new) medical service +charging items, and (ii) passing a health economic evaluation and obtaining the relevant +approvals. +In parallel, we will increase export investment and build a reliable commercial +infrastructure in target markets, including European countries, Brazil and other Lusophone +markets, Belt-and-Road regions, and emerging economies. In the meantime, we plan to further +enhance our product certifications, key opinion leader development, academic promotion, +professional distributor channel development, clinical support, and after-sales service +capabilities. +BUSINESS +– 153 – + + +--- page 165 --- +Strengthen integrated supply chain capabilities +We will pursue a vertically integrated supply chain strategy focused on in-house +development of core components, cost efficiency, and resilience. +For core components and cost control, we plan to replace the optical navigation system +with a domestically developed solution within three years and achieve full in-house autonomy +for our robotic-arm lineup within five years. +For capacity planning, we plan to expand our application training, R&D testing, and +manufacturing base to 10,000 sq.m., introduce modern production lines, and steadily increase +annual output across multiple puncture-robot models and ablation robots. +There are alternative suppliers on the market with comparable prices. To enhance supply +chain resilience, we plan to find backup suppliers. During the Track Record Period and up to +the Latest Practicable Date, our supply chain had remained stable, with no instances of supply +disruption or delay, nor any difficulties in procuring major raw materials. We plan to further +enhance end-to-end supply chain visibility using the enterprise resource planning system and +adopt a VMI (vendor-managed inventory) model to reduce inventory days and ensure stable +supply continuity. +OUR PRODUCT PORTFOLIO +We are engaged in developing and commercializing percutaneous puncture and ablation +surgical robots in China. We are committed to delivering solutions for precise, minimally +invasive oncology care, covering clinical needs from early-to-advanced stages and extending +to ex vivo organ preservation and assessment. We offer a portfolio that includes both domestic +and global firsts in percutaneous puncture and ablation, and we have built an intelligent robotic +product matrix centered on “percutaneous localization and precision therapy.” Our Core +Product is a percutaneous puncture surgical robot available in four models, namely, TH-S1, +TH-S, TH-S Pro and TH-SA. We hold NMPA Class III registration certificates for TH-S1, +TH-S, TH-S Pro and TH-SA for lung and abdominal puncture, and we are expanding the +indication of TH-S1 to include retroperitoneal lesions. Beyond our Core Product, our pipeline +also includes two key products, the percutaneous microwave ablation surgical robot TH-X MW +approved for the treatment of liver and lung tumors and the percutaneous microwave ablation +surgical robot TH-X HMW approved for the treatment of liver tumors, and additional product +candidates, including the TH-P series of compact percutaneous puncture surgical robot, the +MW150 microwave ablation device, the TH-X Cryo cryoablation robots for solid tumor +cryoablation, the TH-LS KI300 and TH-LS LU100 ex vivo organ preservation and assessment +systems and a full range of dedicated disposables compatible with our surgical robots and +organ preservation and assessment systems. One model of our Core Product, TH-S, was +recognized as China’s first domestically developed percutaneous puncture navigation and +localization system and our key product, TH-X MW, was recognized as the first image-guided +percutaneous navigation and microwave ablation robot globally by the NMPA. +BUSINESS +– 154 – + + +--- page 166 --- +The following chart summarizes our product portfolio as of the Latest Practicable Date: +Yes +Yes +Yes +Yes +Yes +Yes +Yes +Yes +Yes +Yes +Yes +Yes +Yes +Yes +–May 2022 +– +– +–June 2023 +–December 2024 +December 2025 +–December 2024 +–September 2024 +April 2026 +November 2025 +August 2025 +– +– +– +Category Products Indications/R&D +description +Registration +classification +Design +development +Design +validation Clinical trial(3) Registration +and approval +Owner of global rights or not +IIa +III +III +III +III +III +III +III +III +III +III +III +III +III +Percutaneous +puncture +surgical +robot +Percutaneous +ablation +surgical +robot +Organ +perfusion +system +puncture positioning for lung and +abdominal organs +puncture positioning for lung and +abdominal organs +puncture positioning for lung and +abdominal organs +puncture positioning for lung and +abdominal organs +puncture positioning for lung and +abdominal organs +puncture and microwave ablation +of liver tumors +puncture and microwave ablation +of lung tumors +microwave ablation of liver +tumors +cryoablation of solid tumors +normothermic preservation and +function assessment of kidney +normothermic preservation and +function assessment of multiple +organs +puncture and microwave ablation +of liver tumors +puncture positioning for lung and +abdominal organs +puncture positioning for +retroperitoneal lesions +(2) +TH-S1 model +TH-P Elite, TH-P, +TH-P PLUS +MW150 +(microwave) +TH-X Cryo (cryoablation) +TH-LS KI300 +TH-LS LU100 +TH-X MW +(microwave ablation) +TH-X HMW +(microwave ablation) +TH-S model +TH-S Pro model +TH-SA model +Approval date Upcoming +milestone +CE marking Q4 2026 +registration application +Q4 2026 +– +– +– +– +design validation +H1 2027 +clinical trial +2031 +clinical trial +H1 2027 +Core Product Key product Complete the clinical evaluation through +the same-type comparison pathway +Approved/commercialized product/ +indication +(1) +Core +Product +Authority and +Jurisdiction +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +NMPA, China +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +internally-developed +Source +Notified Body, +the EU(4) +Notes: +1. The NMPA, which our PRC Legal Advisors confirm is the competent authority, has confirmed that TH-S1, TH-S, TH-S Pro, and TH-SA share the same technic al +principles, intended use, risk classification, structural composition, core technical parameters, and substantially the same software system, a nd therefore will be classified +under a single registration unit and regulated as the same product. +2. We consulted the NMPA, which our PRC Legal Advisors confirm is the competent authority, with respect to the necessity for a clinical trial for expand ing the indication +of TH-S1 in retroperitoneal lesions, and were advised that a clinical trial is required for such indication expansion. +3. For those products / product candidates that are only required to complete clinical evaluation, the same-type comparisons are generally conducte d in-house by us. To the +extent that type testing, animal experiments or other work requiring specialized professional qualifications in the relevant field is required dur ing the comparison process, +we will engage qualified third-party institutions to perform such work. During the technical review process, the NMPA may, from time to time, raise en quiries in relation +to the same-type comparison. +4. CE marking for medical devices is obtained through a conformity assessment conducted by an EU-designated Notified Body (an independent organizat ion designated by +an EU Member State to do conformity assessment), and the CE mark is affixed by the manufacturer after testing the product and performing the conformity assessment +procedure prescribed by the applicable EU harmonization legislation. +BUSINESS +– 155 – + + +--- page 167 --- +Our Core Product—Percutaneous Puncture Surgical Robot +Our Core Product is a percutaneous puncture surgical robot with four models: TH-S1, +TH-S, TH-S Pro and TH-SA. +TH-S1 +TH-S1 is the flagship model of our Core Product. It innovatively integrates an intelligent +image-analysis and puncture planning system, an optical navigation system, a robotic arm +control system, and a respiratory tracking system, the entirety of which together form our Core +Product. These capabilities and characteristics grant the TH-S1 significant advantages over its +market competitors in the realm of puncture robots in China, according to CIC. TH-S1 is +designed to address key critical clinical pain-points faced by physicians, broaden the use of +robotic-assisted percutaneous punctures in clinical practice and give physicians greater +autonomy. +Our TH-S1 empowers a physician to operate all the instruments needed for percutaneous +punctures by controlling a robotic arm. The robotic arm provides physicians with pinpoint +accuracy and precision through enhanced visualization, ensuring the procedure is performed +along a planned path with elevated success rates. Enhanced visualization is delivered through +3D patient modeling, dynamic image registration, real-time navigation and tracking of surgical +instruments, and integrated guidance and path planning. These functions enable intuitive +visualization of spatial relationships between surgical instruments and patient anatomy, support +real-time procedure guidance, and facilitate accurate surgical planning. We have further +upgraded the TH-S1 with the integration of a remote planning module, which offers a more +comprehensive configuration compared to the optimized, cost-focused TH-S model. The +clinical trial report shows a first-attempt puncture success rate of 98.3% for surgeries assisted +by TH-S1, which is significantly higher than the 15.0% achieved by conventional surgeries. +With optical navigation, the system tracks markers in real-time to deliver sub-millimeter +positioning feedback, ensuring control and visibility throughout the entire procedure. TH-S1’s +extensive clinical track record has led to widespread recognition among medical professionals +for its clinical stability, high precision, and efficacy in supporting complex procedures while +maintaining low complication rates. We believe this robust clinical validation provides a strong +endorsement of our product performance, supporting a reasonable price premium for the TH-S1 +model. +TH-S1 is classified as a Class III medical device under applicable NMPA regulations. We +completed a registrational clinical trial of TH-S1 for its indication in lung and abdominal +puncture in January 2022. We submitted a registration application to the NMPA in December +2020, which was accepted by the NMPA in January 2021. In May 2022, we obtained a Class +III medical device registration approval from the NMPA. +We are currently conducting clinical study on extending TH-S1’s indication in +retroperitoneal lesions. We received the ethical approval from the ethics committee of the +Second Affiliated Hospital of Soochow University, which is the site for the clinical trial for the +proposed indication expansion of TH-S1, in July 2025 and expect to complete the study and +submit the registration application to the NMPA in the fourth quarter of 2026. We expect to +obtain a registration approval from the NMPA in the second half of 2027. In order to expand +our international footprint and build global presence, we are pursuing CE marking in the EU +and expect to obtain it in the fourth quarter of 2026. +Product Structure +TH-S1 is composed of a master control cart, surgical navigation software, an optical +tracking system, a robotic arm cart, and other navigation positioning tools. +BUSINESS +– 156 – + + +--- page 168 --- +Optical tracking +system +Surgical navigation +software +Master control cart +Navigation +positioning +tool +Robotic arm cart +Intelligent Image-analysis and Puncture Planning System +The intelligent image-analysis and puncture planning system is a CT-based robotic system +which utilizes an immersive 3D reconstructed image for preoperative planning and real-time +intraoperative guidance. By importing patient’s data of plain CT scans or contrast-enhanced CT +scans, it automatically detects and segments lesions in various target organs, providing +physicians with a detailed 3D anatomical road map with real-time correlation between +operative field and preoperative images. The intelligent image-analysis and puncture planning +system has one major component: + Master control cart . The master control cart acts as the “brain” of the TH-S1 and the +primary interface to the patient’s puncture field. It is seated on a mobile cart and +consists of a workstation, dual monitors, a keyboard, a mouse, and multiple network +ports. +Optical Navigation System +The optical navigation system employs an infrared optical positioning and tracking +function to enhance accuracy and precision for percutaneous punctures. Its sub-millimeter +navigation accuracy surpasses traditional electromagnetic navigation and is largely unaffected +by factors such as electromagnetic interference. The optical navigation system features one +major component: + Optical navigation camera . The optical navigation camera is integrated into TH-S1 +and forms a critical part of our optical navigation system. It mainly utilizes +near-infrared light to wirelessly detect and track markers attached to surgical +instruments. It delivers accurate, real-time data for precise tool tracking and +navigating, assisting physicians with refined reliability throughout the puncture +procedures. +Robotic Arm Control System +The robotic arm control system features a six-axis robotic arm that mimics the human +arm’s range of motion to enable precise, multidimensional movements during surgeries. +Designed to offer flexibility for complex procedures across multiple specialties, the system +BUSINESS +– 157 – + + +--- page 169 --- +supports varied puncture angles and patient positions, delivering high-precision, stable +localization to enable one-pass needle placement and accurate plan execution. The major +component of the robotic arm control system is set out below: + Six-axis robotic arm . Mounted on the robotic arm cart the six-axis robotic arm +provides high agility, lightweight and sensible control during puncture procedures. +Physicians typically manipulate the arm via the robotic arm cart while viewing the +dual monitors to perform the accurate punctures. +Respiratory Tracking System +The respiratory tracking system monitors a patient’s respiratory motion in real time +during lung and abdomen puncture procedures. Using proprietary respiratory index and +displacement index metrics, TH-S1 empowers physicians to monitor patient breathing and +body position in real time through the surface positioning belts and respiratory motion sensors. +By synchronizing the intraoperative phase with the preoperative CT scan phase, TH-S1 +identifies the optimal moment to perform percutaneous punctures while the patient is breathing +spontaneously. This approach mitigates the impact that is normally associated with +intraoperative respiratory drift on the accuracy of performing percutaneous punctures, thereby +greatly enhancing the puncture accuracy. +Instruments and Accessories +TH-S1 includes surgical instruments spanning one calibrator and a number of trackers, +guides and sleeves all customized for use with TH-S1. +Operational Procedure +The flowchart below illustrates the operational procedures of puncture surgeries assisted +by our Core Product: +1. Preoperative assessment: +communicate clinical requirements +and formulate the puncture plan +preoperative +intraoperative +postoperative +6. Positioning and puncture: +robotic arm positioning +to assist the physician +in completing the puncture +7. CT verification: +CT scanning to confirm +correct needle placement +8. Completion: The physician +performs the necessary closing +steps to finish the puncture +and log out the system. +2. Equipment setup: +equipment calibration +and positioning +3. Patient CT scanning: +patient positioning +and CT scanning +4. 3D reconstruction: +import CT images +and construct a 3D model +5. Navigation registration +and path planning: +register the patient with the image +space and plan the puncture path +Physicians interact with and operate our Core Product throughout the procedure primarily +via software on the carts. In particular, in Step 4, physicians can use the image-analysis and +puncture planning system to perform 3D reconstruction of the patient’s CT images. The system +BUSINESS +– 158 – + + +--- page 170 --- +can automatically identify and segment lesions and anatomical structures such as blood vessels, +bronchi, bones, lungs and skin, and construct a 3D visualized anatomical model, enabling +physicians to observe the patient’s condition in a more intuitive and stereoscopic manner. In +Step 5, through the image-analysis and puncture planning system, physicians can select the +puncture target and entry point on the images to generate a planned puncture path. In +conjunction with the registration function of the optical navigation system, the positions of the +patient and surgical instruments can be tracked in real time. In Step 6, using the robotic arm +positioning function within the robotic arm control system, the robotic arm can automatically +execute positioning operations and achieve precise alignment along the planned puncture path. +After completion of robotic arm positioning, the physician performs the puncture under the +guidance of the end-effector guide of the robotic arm. +The Core Product requires the import (Step 4) of the patient’s preoperative CT scan or +contrast-enhanced CT scan data obtained in Step 3 for subsequent puncture path planning and +navigation within the system. Such CT data can be imported through either network +transmission, whereby data from the hospital’s CT image workstation is transmitted to the +device via a wired network connection, or offline transmission, whereby data from the CT +image workstation is exported to the device using storage media such as USB drives. In +addition, intra-operative CT scanning is performed to confirm correct needle placement in Step +7. +Features +Our TH-S1 demonstrated excellence in the following aspects: + First percutaneous puncture surgical robot in China . TH-S1 is the first percutaneous +puncture surgical robot in China that fully integrates an intelligent image-analysis +and puncture planning system, an intraoperative optical navigation system, a robotic +arm positioning system, and a respiratory tracking system to support precise clinical +puncture procedures. + 3D reconstruction. TH-S1 is capable of image reconstruction and generates 3D +models for the purpose of guiding puncture path planning. + Infrared-based binocular navigation. TH-S1 delivers sub-millimeter real-time +tracking for complex lung and abdominal surgical procedures. It shows the live +relative positions of surgical instruments and the patient to provide visual guidance. + Six-degree-of-freedom robotic arm . TH-S1’s light six-degree-of-freedom robotic +arm adapts to varied puncture angles and patient positions for complex percutaneous +punctures. +Applications +Some examples of the clinical applications of our TH-S1 are set forth below: +Precision Percutaneous Biopsy +For people with cancer, getting an early and accurate diagnosis is key to starting +treatment and slowing or preventing the disease from getting worse. The most commonly +adopted methods to detect cancer are imaging tests, laboratory tests and percutaneous +biopsies. Unlike imaging, a biopsy involves removing a small sample of tissue or cells for +examination and it is widely recognized in clinical practice as the best way to confirm +diagnosis, determine the exact type of cancer and assess the stage. Compared with +conventional percutaneous biopsies, which can have more complications when the lesion +is small, deep, or near critical structures, our TH-S1 helps physicians to perform puncture +biopsies with high precision, obtaining tissue or cells while avoiding unnecessary damage +to non-target organs or tissue along the planned path during the puncture procedures. +BUSINESS +– 159 – + + +--- page 171 --- +Tumor Ablation Precision Puncture +Ablation therapy is an increasingly important local treatment for lung metastases, +thanks to its unique advantages, and it has shown results comparable to surgery for small +hepatocellular and colorectal metastases, with growing evidence for other tumor types. +Our TH-S1 has shown promising results in patients with multiple nodules, particularly +among those at high risk for cancer, elderly individuals, or those with respiratory failure. +Unlike conventional ablation methods, our TH-S1 precisely places the ablation needle at +the target area to fully cover the lesion while protecting the surrounding healthy tissue, +therefore reducing the occurrence of under-ablation or over-ablation improves the +effectiveness of the treatment. +Preoperative Positioning +CT-guided percutaneous puncture-assisted positioning technology is widely +recognized as the most commonly used preoperative localization method in clinical +practice as it is easy to use, shortens procedure duration, has a high success rate, and is +cost-effective. For lesions that are traditionally hard to puncture, multiple needle +adjustments or repeated insertion attempts can raise the risk of complications. Our TH-S1 +outperforms conservative approaches by improving accuracy, reducing the number of +needle insertions, and lowering the risk of complications such as infection and bleeding. +Radioactive Particle Implantation +Radioactive particle implantation is a minimally invasive cancer treatment in which +tiny radioactive pellets are placed in or near a tumor. This approach delivers a high dose +of radiation directly to the cancer cells while minimizing exposure to surrounding healthy +tissue. Because treatment often requires multiple needles to deploy radioactive pellets +precisely, it places high demand on puncture path planning and execution. Leveraging its +proprietary intelligent image-analysis and puncture planning system, our TH-S1 +facilitates simultaneous planning of multiple puncture paths and executes them with high +precision, thereby reducing surgical complexity and enhancing surgical treatment +outcomes. +Summary of Clinical Trial Results +Registrational Clinical Trial in Lung and Abdominal Puncture Localization +We initiated a registrational clinical trial to evaluate the safety and efficacy of TH-S1 in +lung and abdominal puncture localization in August 2021. We completed this trial in January +2022. +Trial design. The registrational clinical trial was a non-inferiority, multicenter, +randomized and parallel-controlled trial to evaluate the safety and efficacy of TH-S1’s +indication in lung and abdominal puncture localization. The primary efficacy endpoint was to +evaluate the puncture success rate, defined as a needle-to-target distance of less than one +centimeter. The secondary efficacy endpoints included (i) average number of intraoperative +needle adjustments; (ii) first-pass success rate; (iii) number of CT scans performed during the +procedure; and (iv) system usability rate. A total of 120 patients were enrolled at two sites and +randomized into either the study group, undergoing a lung and abdominal puncture procedure +guided by our TH-S1, or the control group, receiving conventional CT-guided manual puncture. +The safety profile would be evaluated according to the number and occurrence of AEs and +SAEs in the trial. +Trial status. The registrational trial commenced in August 2021, completed patient +enrollment in November 2021 and was completed in January 2022. Of the 120 patients +enrolled, 119 patients, including 59 patients in the study group and 60 patients in the control +group, completed the registrational trial. One patient withdrew voluntarily. In addition, four +patients were identified by the clinical monitors as not meeting the inclusion criteria, namely +the ECOG performance status. Therefore, they were excluded from the Per Protocol Set (PPS) +and only included in the Full Analysis Set (FAS) and the Safety Set (SS). In the Safety Set (SS) +statistics, none of these four patients experienced any adverse events related to the subject +product. +BUSINESS +– 160 – + + +--- page 172 --- +Efficacy results. TH-S1 demonstrated favorable and promising performance in lung and +abdominal puncture localization compared to conventional CT-guided manual procedures. For +the primary efficacy endpoint, the puncture success rates were 100.0% in both the study and +control groups. The lowest ends of the 97% confidence intervals (CI) for FAS and PPS study +groups were about minus 7.3% and minus 7.5%. Because the non-inferiority threshold was +minus 10%, both values are above that threshold, so TH-S1 met the non-inferiority criterion. +The table below shows the detailed results for the primary outcome: +Primary Efficacy Endpoint FAS PPS +Study Group +n=59 +Control +Group +n=60 +Study Group +n=57 +Control +Group +n=58 +Puncture success rate /H1100/H1100/H1100/H1100/H1100/H1100100.00% 100.00% 100.00% 100.00% +97% CI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110092.61% +100.00% +92.72%, +100.00% +92.37%, +100.00% +92.49%, +100.00% +97% CI for the difference in +intergroup rates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100-7.28%, 7.39% -7.51%, 7.63% +FAS (full analysis set): In the study group, the average number of needle adjustments +during puncture procedures was 0.02, the first-pass success rate was 98.3%, the number of CT +scans performed during the procedure was 3.1 times, and the system usability rate reached +100.0%. In the control group, the average number of needle adjustments was 1.4, the first-pass +success rate was 15.0%, and the number of CT scans performed during the procedure amounted +to 4.5. +PPS (per protocol set): In the study group, the average number of needle adjustments +during puncture procedures was 0.02, the first-pass success rate was 98.3%, the number of CT +scans performed during puncture procedures was 3.0, and the system usability rate reached +100.0%. In the control group, the average number of needle adjustments was 1.4, the first-pass +success rate was 15.5%, and the number of CT scans performed during puncture procedures +was 4.5. During the registrational trial, the device did not experience any operational +malfunctions. The tables below set forth the clinical performance results in connection with the +secondary endpoints: +Secondary Efficacy Endpoint FAS +Category +Study +Group +n=59 +Control +Group +n=60 +Intergroup Comparison +Statistic P +Average number of needle +adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Mean±SD 0.02±0.13 1.42±1.31 2,057.00 <0.0001 +Median 0.00 l.00 +Ql, Q3 0.00, 0.00 l.00, 2.00 +Min~Max 0.00-1.00 0.00~6.00 +Number of CT scans /H1100/H1100/H1100/H1100Mean±SD 3.05±0.22 4.48±1.33 2,097.00 <0.0001 +Median 3.00 4.00 +Ql, Q3 3.00, 3.00 4.00, 5.00 +Min~Max 3.00~4.00 3.00~9.00 +Secondary Efficacy Endpoint PPS +Category +Study +Group +n=57 +Control +Group +n=58 +Intergroup Comparison +Statistic P +Average number of needle +adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Mean±SD 0.02±0.13 1.38±1.31 1,931.00 <0.0001 +Median 0.00 l.00 +Ql, Q3 0.00, 0.00 l.00, 2.00 +Min~Max 0.00-1.00 0.00~6.00 +Number of CT scans /H1100/H1100/H1100/H1100Mean±SD 3.04±0.19 4.45±1.34 1,950.00 <0.0001 +Median 3.00 4.00 +Ql, Q3 3.00, 3.00 4.00, 5.00 +Min~Max 3.00~4.00 3.00~9.00 +BUSINESS +– 161 – + + +--- page 173 --- +Note: +(1) A p-value greater than 0.05 indicates no statistically significant difference between the study group and +the control group. +Secondary Efficacy +Endpoint FAS +Study Group Control Group +Satisfied Unsatisfied Neutral Satisfied Unsatisfied Neutral +Interface is well- +structured /H1100/H1100/H1100/H1100/H1100 +100.00% 0.00% 0.00% N/A +Display is clear +and normal /H1100/H1100/H1100/H1100 +100.00% 0.00% 0.00% N/A +Device operation is +user-friendly /H1100/H1100/H1100 +100.00% 0.00% 0.00% N/A +Overall system +performance is +stable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +100.00% 0.00% 0.00% N/A +Safety results. TH-S1 demonstrated promising safety results. There was no occurrence of +medical device-related AE or SAE in either the study group or the control group. Four patients +(6.8%) observed surgical complications in the study group. Such complications are common +inherent complications of routine percutaneous puncture and are not directly related to the +subject product. According to the clinical trial protocol, such complications are not reported as +adverse events. The table below sets forth the safety results of the registrational trial: +Category +Study Group +n=59 +Control Group +n=60 +Number of +Subjects Occurrences +Occurrence +Rate +Number of +Subjects Occurrences +Occurrence +Rate +AE /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000 0 0.00% 0 0 0.00% +Serious AE /H1100/H1100/H1100/H1100/H1100/H11000 0 0.00% 0 0 0.00% +Medical device- +related AE /H1100/H1100/H1100/H1100/H1100 +0 0 0.00% 0 0 0.00% +Medical device- +related serious +AE /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +0 0 0.00% 0 0 0.00% +Device defects /H1100/H1100/H11000 0 0.00% 0 0 0.00% +Complications /H1100/H1100/H1100/H11004.0 4.0 6.78% 8.0 8.0 13.33% +Conclusion. TH-S1 demonstrated a favorable safety and efficacy profile in the +registrational clinical trial. +Ongoing Registrational Clinical Trial in Retroperitoneal Lesions +We initiated a registrational clinical trial to evaluate the safety and effectiveness of TH-S1 +in retroperitoneal lesions in November 2025. As of the Latest Practicable Date, this trial was +ongoing. +Trial design. The registrational trial is a prospective, single-center and single-arm trial to +evaluate the safety and effectiveness of TH-S1’s indication in retroperitoneal lesions. The +primary endpoint is to evaluate the puncture success rate, characterized by a needle-to-target +distance of less than one centimeter. The secondary endpoints are (i) average number of +intraoperative needle adjustments; (ii) number of CT scans performed during the procedure; +and (iii) system usability rate. The trial includes patients who are aged between 18 to 80 years +with the proved clinical needs to receive retroperitoneal surgery. The safety profile aims to +evaluate the number of occurrence of AEs, SAEs and product defects in the trial. +BUSINESS +– 162 – + + +--- page 174 --- +Trial status. The registrational trial was initiated in November 2025 and a total of 15 +patients had been enrolled into the trial as of the Latest Practicable Date. The retroperitoneal +trial is expected to enroll 30 patients in total. We expect to complete the trial in the fourth +quarter in 2026. +Market Opportunities and Competition +China’s percutaneous puncture surgical robot market is expanding rapidly, driven by +rising volumes of image-guided biopsies and localization, broader use across pulmonary, +abdominal, prostate and other indications, and accelerating hospital adoption of standardized, +navigation-assisted workflows. According to CIC, the market size of China’s percutaneous +puncture surgical robot increased from nil in 2020 to RMB25.7 million in 2025, is expected to +reach RMB1,386.4 million by 2031, representing a CAGR of 78.3% from 2026 to 2031. +The market is at an early stage, with a limited number of approved products and a steady +stream of new entrants emerging. As of the Latest Practicable Date, a total of 21 percutaneous +puncture surgical robots had obtained NMPA approval in China, comprising 19 domestic +products and two imported products. According to CIC, in 2025, we ranked first among all +percutaneous puncture surgical robotics companies in China by both shipment volume and +revenue. +Since the first approval in 2022, additional percutaneous puncture surgical robots have +successively obtained registration certificates, reflecting steady progress in regulatory +recognition and industrialisation. As of the Latest Practicable Date, we had obtained 5 NMPA +approvals, representing both the earliest and the largest number in this segment. Our TH-S was +recognized as China’s first domestically developed percutaneous puncture navigation and +localization system. The following table sets forth percutaneous puncture surgical robots that +had obtained NMPA approval as of the Latest Practicable Date: +Registration +Certificate Number Company Type Product name Approval date Indication Number of Approval +ࡘ20223010624 +TrueHealth Domestic +TH-S1 05/13/2022 +Lung and abdomen 5 +ࡘ20233010810 TH-S 06/15/2023 +ࡘ20243012455 TH-P Elite/TH-P/TH-P Plus 12/05/2024 +ࡘ20243012643 TH-S Pro 12/30/2024 +ࡘ20253012595 TH-SA 12/15/2025 +ൗආ20233010199 Biobot Surgical Pte Ltd Imported iSR’obot Mona Lisa 05/12/2023 Prostate 1 +ൗආ20233010365 Quantum Surgical Imported 30-0001 08/16/2023 Abdomen 1 +ࡘ20233011291 +Tuodao Medical Domestic +NP100 09/06/2023 Lung and abdomen +2 +ࡘ20253011264 PB100 06/27/2025 Prostate +ࡘ20243010229 Ariemedi Domestic ARMD-PN-201 01/31/2024 Lung and abdomen 1 +ࡘ20243010387 Simple Touch Domestic RC 120 02/21/2024 Lung 1 +ࡘ20243010922 Curaway Medical Domestic CR-NAV100 05/16/2024 Lung and abdomen 1 +ࡘ20243011118 +WeiDe Precisely Domestic +WD-Lung-Navi I 06/18/2024 Lung and abdomen +2 +ࡘ20263011087 WD-Lung-Navi I b 05/26/2026 Lung and abdomen +ࡘ20243011560 EDDA Domestic IQQA-Guide SI-ROBOT 08/23/2024 Lung and abdomen 1 +ࡘ20253010073 Amit Domestic FARE-OC-P 01/10/2025 Abdomen 1 +ࡘ20253010487 Zoye Medical Domestic ZY-TU-6 03/06/2025 Lung and abdomen 1 +ࡘ20253010707 United Imaging Domestic UInterv C550-A/C550-B/C550-C 04/01/2025 Lung and abdomen 1 +ࡘ20253012369 Hanglok-Tech Domestic HLT-SGNIO-A 11/25/2025 Liver 1 +ࡘ20263010655 Panier Medical Domestic ZZ-DJ-S1 03/27/2026 Lung and abdomen 1 +ࡘ20263010665 Precision MedTech Domestic M1P1 03/27/2026 Lung and abdomen 1 +Indication Expansion and Iteration +Indication Expansion +We are conducting a clinical study focused on the design and verification of TH-S1 to +expand its indication in retroperitoneal lesions (the “ Indication Expansion ”). We received the +ethical approval for the registrational clinical trial in July 2025, completed the filing with the +NMPA in November 2025, and commenced the trial in November 2025. As of the Latest +Practicable Date, 15 patients had been enrolled. We expect to obtain NMPA registration +approval in the second half of 2027. +BUSINESS +– 163 – + + +--- page 175 --- +According to Article 79 of the Measures for the Registration and Filing of Medical +Devices, where substantial changes in the design, raw materials, production process, intended +use and method of use of a registered Class II or Class III medical device occur, which may +affect the safety and effectiveness of the medical device, the registrant shall apply to the +original registration authority for a change in registration. According to our PRC Legal +Advisors, upon completion of the clinical trial, the Indication Expansion will be submitted as +a change in registration based on the existing registration of the TH-S1 model. Upon approval, +the original TH-S1 registration certificate number will be retained, with only an addition to the +intended use section. +Product Iteration +We are pursuing continuous product iteration with respect to structural optimization, +software upgrades, instrument replacements, and functional enhancements. In May 2025, we +submitted a supplementary registration application for TH-S1 to cover these updates, together +with a testing report which was prepared in compliance with the safety and performance +standards issued by the NMPA. For the product iteration, we completed a clinical evaluation +in May 2025, which demonstrated that these upgrades and new features do not result in any +clinically meaningful differences in safety and effectiveness of TH-S1. We obtained the +registration approval from the NMPA in April 2026. +Development and Commercialization Plan +We received the Class III medical device registration certificate from the NMPA in May +2022 and were still in the early stage of commercializing our TH-S1. Subsequent to obtaining +NMPA approval, we have focused on establishing our commercialization infrastructure and +network primarily through distributors in China. As of the Latest Practicable Date, we had +deployed our Core Product in medical institutions nationwide primarily through free trial +installations, with each medical institution adopting a specific model of the Core Product based +on its clinical needs, the majority of which were trial installations on a free-of-charge basis. +See “—Sales and Marketing” for details. +In order to expand our international footprint and build global presence, we are pursuing +CE marking in the EU and expect to obtain it in the fourth quarter of 2026. +Material Communications with the NMPA +We completed the registrational clinical trial for TH-S1’s indication in lung and +abdominal organs puncture in January 2022, after the principal investigators at the trial sites +had signed off on the clinical data, including, among others, their conformity with the trial +protocol. The registration clinical trial yielded promising results and met its primary and +secondary endpoints under the trial protocol. We submitted the registration application to the +NMPA in December 2020. In January 2021, the NMPA accepted TH-S1’s registration +application and granted us an acceptance number. In May 2022, we obtained a Class III medical +device registration approval of our TH-S1 from the NMPA. According to CIC, the timeline of +approximately 1.5 years from submission of the registration application to approval is +generally in line with the industry norm for similar medical devices. Due to the involvement +of clinical trials, the overall period from application to approval typically ranges from +approximately 6 months to 2 years, depending on factors such as device classification, +technical complexity, and the completeness of submission materials. For innovative or +technically complex medical devices, the regulatory review process often entails multiple +rounds of technical evaluation, clarification and supplementary submissions, which may extend +the review timeline. In particular, as our TH-S1 is the first percutaneous puncture surgical +robot approved in China, the review may have taken longer given the need for more +comprehensive technical assessment and risk evaluation. Our registration timeline therefore +falls within the normal range observed in the industry. +We consulted the NMPA, which our PRC Legal Advisors confirm is the competent +authority, with respect to the necessity for a clinical trial for expanding the indication of TH-S1 +in retroperitoneal lesions, and were advised that a clinical trial is required for such Indication +Expansion. +BUSINESS +– 164 – + + +--- page 176 --- +We received the ethical approval for extending TH-S1’s indication in retroperitoneal +lesions from the Second Affiliated Hospital of Soochow University in July 2025. Clinical trials +for products included in the Catalog of Class III Medical Devices Requiring Clinical Trial +Approval (2020 Revision) published by the NMPA in September 2020 shall be approved by the +relevant authority before the clinical trials commence. The Core Product is a Class III medical +device that is not included in such catalog, and therefore pre-approval for commencement of +its clinical trial is not required. Under Article 37 of the Measures for the Registration and Filing +of Medical Devices (), before commencement of a clinical +trial for a Class III medical device not included in such catalog, such as our Core Product, the +clinical trial applicant shall submit a filing of the clinical trial with the drug regulatory +department of the province, autonomous region, or municipality where it is located. +Accordingly, we completed a clinical trial filing to the Guangdong Provincial Medical Products +Administration for the Indication Expansion in November 2025 and received a filing number +(Yue Xie Lin Bei 20250423 ຽᑗ௪20250423). The NMPA has confirmed during an interview +that such completion of filing constitutes a “no objection” from the NMPA for us to commence +clinical trial. Therefore, according to our PRC Legal Advisors, by completing the filing and +obtaining the filing number, we have obtained the “no objection” to conducting a clinical trial +for the Indication Expansion from the regulatory authority. The trial commenced in November +2025 and was ongoing as of the Latest Practicable Date. We expect to obtain the registration +approval from the NMPA in the second half of 2027. +WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND MARKET TH-S1 +IN ITS INDICATION IN RETROPERITONEAL LESIONS IN CHINA. +Other Models of Our Core Product +We have further developed our TH-S1 platform and extended it into three iterative +models, namely, TH-S, TH-S Pro, and TH-SA. Different from an indication expansion, which +refers to adding another clearly defined intended use thereby expanding the product’s scope of +indications, such product iterations primarily represent optimization and upgrades to the +non-core structure and software of TH-S1 within the same intended use. The development of +different models of the Core Product is our voluntary choice according to our differentiated +market strategy and feedback from clinicians and medical institutions. As of the Latest +Practicable Date, in addition to TH-S1, models TH-S, TH-S Pro and TH-SA had obtained +regulatory approvals in China, with the registrant of all four models of the Core Product being +our Company. All three Core Product models are based on the structure and function of TH-S1. +We classify our Core Product models by their medical device registration certificates and +pursue separate certificates for each model to support commercialization. +According to the Guiding Principles for the Division of Medical Device Registration +Units () in Circular No. 187 of 2017 issued by the NMPA +on November 17, 2017, medical devices of different models of the same registrant with the +same intended use, product performance, and structural composition shall, in principle, be +classified into a single registration unit. +The table below sets forth the principal similarities and differences among the four +models of our Core Product: +TH-S1 TH-S TH-S Pro TH-SA +Registrant /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Our Company +Intended use /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Navigation and positioning for puncture procedures of adult lung and +abdominal solid organs +Product performance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Navigation registration error is not more than 0.5 mm; +Positioning error is not more than 0.3 mm; +Positioning repeatability error is not more than 0.2 mm; +System error is not more than 0.8 mm +BUSINESS +– 165 – + + +--- page 177 --- +TH-S1 TH-S TH-S Pro TH-SA +Unique features /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003D organ +imaging +transparency +adjustment +3D organ +imaging +transparency +adjustment +// +/ / Tracking device +observation +center +indication +Tracking device +observation +center +indication +/ / Multiplanar +reconstruction +Multiplanar +reconstruction +/ / / Error display +Remote +planning +system +/// +Core structural composition /H1100/H1100/H1100/H1100/H1100An image-analysis and puncture planning system, an optical +navigation system, a robotic arm control system and a respiratory +tracking system +Product life /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 years +Product positioning /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Premium Mid-tier Cost-effective Compact +Target customer group /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100national medical +centers and +regional +medical +centers +provincial +Grade III +hospitals +prefecture level +Grade III +hospitals with +limited +budgets +older hospitals +with high +demands for +space +efficiency +As a percutaneous puncture surgical robot, the core function of our Core Product lies in +ensuring positioning accuracy. Accordingly, image registration, path planning, robotic arm +control, and the underlying hardware architecture constitute the core elements of the system. +As such, to achieve the core functions, each of the four models of our Core Product is equipped +with an image-analysis and puncture planning system, an optical navigation system, a robotic +arm control system and a respiratory tracking system. By contrast, the differing features among +the four models serve only auxiliary display, preoperative preparation, or power-failure +protection purposes and do not directly affect intraoperative navigation or positioning +accuracy. As such, the variances among the four models in terms of technical parameters, +configuration and product structure, such as image transparency adjustment, tracking device +observation and remote planning, are non-core in nature, and do not affect the regulatory +treatment of the four models of our Core Product as a single product. In addition, core +parameters of our Core Product are stipulated in relevant industry standards. All four models +of the Core Product comply with the requirements set out in the PRC Pharmaceutical Industry +Standards “Assisted Surgical Medical Equipment and Assisted Surgical Medical Systems +Employing Robotic Technology (YY/T 1712-2021)” and “Requirements and Test Methods for +Orthopedic Surgical Navigation Equipment Employing Robotic Technology (YY/T +1901-2023)” issued by the NMPA, and the relevant technical parameters of the four models are +consistent. The differences among the four models fall outside the scope covered by these +industry standards, and can therefore be characterized as non-core differences. +In addition, the four models of our Core Product are manufactured on the same production +line and subject to a unified management system. This includes the implementation of a single +Risk Management File (ᎈ၍ଣ˖) to identify common risks across the four models, +a single Modification Control Procedure ( ᜊһછՓҏ) to ensure synchronized +completion of necessary modifications for all four models, and a single Adverse Events and +Complaints ( ʔԄԫၾҳൡ) protocol stipulating that complaints and adverse events for +all models are recorded uniformly. Any issue with one model will trigger risk analysis and +corresponding corrective and preventive actions (CAPA) for all four models, thereby achieving +unified management. +BUSINESS +– 166 – + + +--- page 178 --- +The NMPA has confirmed that TH-S1, TH-S, TH-S Pro and TH-SA share the same +technical principles, intended use, risk classification, structural composition, core technical +parameters, and substantially the same software system, and therefore will be classified under +a single registration unit and regulated as the same product. +According to our PRC Legal Advisors, regulations on medical device registration such as +the Measures for the Registration and Filing of Medical Devices (၍ଣ +) and the Requirements for Document Review of Medical Device Product Registration +Projects (Ӌ) do not prohibit products within the same +registration unit from applying for registration separately. In other words, separate +certifications are permitted under the regulatory framework. In addition, the NMPA has +confirmed during an interview that we had the discretion to either apply for and obtain separate +registration certificates for the four models of the Core Product or apply for a single +registration certificate covering all four models by directly filing for a change registration for +the three subsequent models. +Separate registrations let us segment the market with precision, tailor sales and marketing +to distinct user groups. China’s hospital market is large and diverse. Clinical capability, +institutional strength, and procurement budgets vary widely by hospital type, tier, and region. +While we are still in the early stages of market development and must first build clinical +references in leading hospitals, the many other hospitals often have a more urgent need for +advanced puncture robots to quickly raise their procedural standards. To address these varying +needs and budgets, we register different iterations as separate models so that each hospital +segment can adopt the version that fits its capabilities and purchasing power. Our current +portfolio includes four registered models of the Core Product: TH-S1 (premium), TH-S +(mid-tier), TH-S Pro (cost-effective) and TH-SA (compact). This tiered lineup enables targeted +pricing and positioning for different customer segments. +Separate registrations also accelerate time to market. By filing distinct applications for +different iteration scopes, we can run reviews in parallel, avoid bottlenecks where one update +delays another, and bring improvements to market faster. This approach shortens the path from +R&D to commercialization and supports an annual cadence of iterative launches. +In conclusion, a multi-certificate strategy aligns our product roadmap with the realities of +China’s hospital landscape, meeting diverse needs, clarifying applications and features, and +improving the speed and efficiency of commercialization. +TH-S +Overview +Our TH-S is designed to provide supplementary, accessible, and easy-to-use functions +that match clinical needs for lung and abdominal percutaneous punctures. Compared with the +original TH-S1, we optimized TH-S’s structure and functionality, including adding a foot +switch to replace manual operation and introducing a user-friendly touchscreen to replace +keyboard controls, enhancing interactions with physicians. +TH-S is classified as a Class III medical device under applicable NMPA regulations and +was recognized as an innovative medical device by the NMPA in April 2022. We completed a +clinical evaluation of TH-S1 to determine its safety and effectiveness for indication in lung and +abdominal puncture in November 2022, and submitted a registration application to the NMPA +in the same month, which was accepted by the NMPA in December 2022. In June 2023, we +obtained a Class III medical device registration approval for TH-S from the NMPA. +Summary of Clinical Evaluation Results +We conducted a clinical evaluation to determine whether the technical, biological, and +clinical characteristics of TH-S are sufficiently similar to those of TH-S1 that no clinically +meaningful differences in safety and effectiveness would be expected. The evaluation followed +NMPA Announcement No. 73 (2021), Annex 3 (္ຖ၍ଣ҅2021 ϋୋ73 +3), which defines how to demonstrate clinical equivalence and permits reliance on a +comprehensive equivalence analysis when intended use and key characteristics align, +potentially reducing the need for new, large clinical trials. +BUSINESS +– 167 – + + +--- page 179 --- +Design. The clinical evaluation was designed to demonstrate that there would be no +clinically significant difference in the safety and effectiveness between TH-S and TH-S1 in +lung and abdominal puncture localization by comparing their technical, biological and clinical +characteristics. The comparison items in the clinical evaluation primarily include (i) model and +specifications; (ii) basic working mechanisms; (iii) product structure; (iv) indications and +intended application; (v) contraindications and precautions; (vi) manufacturing process and +materials; (vii) patient contact; (viii) performance indicators, such as appearance, navigation +accuracy, position accuracy, maximum space, and robotic arm load-bearing capacity; (ix) core +function of the navigation software, such as system management, patient management, image +display, navigation tracking, respiratory tracking, and robotic arm control; (x) safety +assessment; and (xi) preoperative planning function; (xii) mobile control cart; and (xiii) foot +pedals. +Trial status. The clinical evaluation commenced in January 2022 and was completed in +November 2022. +Conclusion. The results of the clinical evaluation concluded that TH-S employs similar +technical, biological and clinical characteristics for similar applications as TH-S1. Among all +comparison items in the clinical evaluation, the differences between the two models are +primarily relating to the optimized and upgraded functions designed to enhance physician +performance. These differences do not adversely affect the safety and effectiveness of TH-S in +lung and abdominal puncture localization. Accordingly, there was no clinically significant +difference in the safety and effectiveness between TH-S1 and TH-S in lung and abdominal +puncture localization. +Development and Iteration +We are pursuing continuous product iteration with respect to structural optimization, +software upgrades, instrument replacements, and functional enhancements. In June 2025, we +submitted a supplementary registration application for TH-S to cover these updates, together +with a testing report which was prepared in compliance with the safety and performance +standards issued by the NMPA. For the product iteration, we completed a clinical evaluation +in June 2025, which demonstrated that these upgrades and new features do not result in any +clinically meaningful differences in safety and effectiveness of TH-S. We obtained the +registration approval from the NMPA in May 2026. +Material Communications with the NMP A +We submitted a registration application to the NMPA in November 2022, which was +accepted by the NMPA in December 2022. In June 2023, we obtained a Class III medical device +registration approval for our TH-S from the NMPA. +TH-S Pro +Overview +TH-S Pro is a new, upgraded model of our Core Product that provides a streamlined +operating workflow, advanced data analytics, and greater physician autonomy. Compared with +TH-S, our TH-S Pro adds a laser module to the optical navigation system, enabling physicians +to position patients rapidly and accurately for percutaneous punctures. Its refined software +validates 3D datasets across multiple angles and planes during the puncture planning. By +integrating the laser module and refined validation into the intelligent image-analysis and +puncture planning system, TH-S Pro offers highly magnified visualization of lesion location, +size, and shape, helping physicians better understand anatomy, plan puncture pathways and +assess puncture risks. In addition, TH-S Pro enhances the data output efficiency for information +collected during puncture procedures. The TH-S Pro model is equipped with core +functionalities but does not include certain advanced modules available in TH-S1 and TH-S, +including 3D organ imaging transparency adjustment function, a standard function on the other +models, which is disabled by default on TH-S Pro and available only as an optional add-on. It +is able to meet the clinical needs and comprehensive specialty development requirements of +municipal-level tertiary hospitals with relatively limited budgets without sacrificing core +BUSINESS +– 168 – + + +--- page 180 --- +clinical procedures and systematic puncture accuracy. Our TH-S Pro represents our most +cost-effective surgical robot among the four models of our Core Product for lung and +abdominal percutaneous punctures. +TH-S Pro is classified as a Class III medical device under applicable NMPA regulations. +We completed a clinical evaluation of TH-S Pro for its indication in lung and abdominal +puncture localization in May 2024 and submitted a registration application to the NMPA in the +same month. The application was accepted by the NMPA in the same month. In December +2024, we obtained a Class III medical device registration approval of our TH-S Pro from the +NMPA. +Summary of Clinical Evaluation Results +We initiated a clinical evaluation to assess whether the technical, biological and clinical +characteristics in TH-S Pro are sufficiently similar to those of TH-S that there would be no +clinically significant difference in the safety and effectiveness of TH-S. +Design. The clinical evaluation was designed to demonstrate that there would be no +clinically significant difference in the safety and effectiveness between TH-S Pro and TH-S in +lung and abdominal puncture localization by comparing their technical, biological and clinical +characteristics. The comparison items in the clinical evaluation primarily include (i) model and +specifications; (ii) basic working mechanisms; (iii) product structure; (iv) indications and +intended application; (v) contraindications and precautions; (vi) manufacturing process and +materials; (vii) patient contact; (viii) performance indicators, such as appearance, navigation +accuracy, position accuracy, maximum space, and robotic arm load-bearing capacity; (ix) core +function of the navigation software, such as system management, patient management, image +display, navigation tracking, respiratory tracking, and robotic arm control; (x) protective +functions; and (xi) other technical specifications which are absent from TH-S. +Trial status. The clinical evaluation commenced in January 2024 and was completed in +May 2024. +Conclusion. The results of the clinical evaluation concluded that TH-S Pro employs +similar technical, biological and clinical characteristics for similar applications as TH-S. +Among all comparison items in the clinical evaluation, the differences between the two models +are mainly confined to optimized and upgraded functions which are aimed to enhance +TH-S Pro’s performance. These differences have not adversely affected the safety and +effectiveness of TH-S Pro in lung and abdominal puncture localization. Accordingly, there was +no clinically significant difference in the safety and effectiveness between TH-S and TH-S Pro +in lung and abdominal puncture localization. +Material Communications with the NMP A +We submitted a registration application to the NMPA in May 2024, which was accepted +by the NMPA in the same month. In December 2024, we obtained a Class III medical device +registration approval of our TH-S Pro from the NMPA. +TH-SA +Overview +TH-SA is a new, optimized model of our Core Product, improving ergonomics and +physician comfort during intraoperative use, and facilitating more efficient procedures. It +features a smaller, more compact surgical robot cart with enhanced mobility and flexibility +adapting to the diverse space constraints of hospital operating rooms. The cart layout strictly +adheres to ergonomic principles and reflects physicians’ actual operating habits incorporating +feedback from previous models. In terms of functional expansion, we added a path relative +relationship display function compared to TH-S Pro to address the evolving clinical needs. +BUSINESS +– 169 – + + +--- page 181 --- +Summary of Clinical Evaluation Results +We initiated a clinical evaluation to assess whether the technical, biological and clinical +characteristics in TH-SA are sufficiently similar to those of TH-S Pro that there would be no +clinically significant difference in the safety and effectiveness of TH-S Pro. +Design. The clinical evaluation was designed to demonstrate that there would be no +clinically significant difference in the safety and effectiveness between TH-SA and TH-S Pro +in lung and abdominal puncture localization by comparing their technical, biological and +clinical characteristics. The comparison items in the clinical evaluation primarily include (i) +model and specifications; (ii) basic working mechanisms; (iii) product structure; (iv) +indications and intended application; (v) contraindications and precautions; (vi) manufacturing +process and materials; (vii) patient contact; (viii) performance indicators, such as appearance, +navigation accuracy, position accuracy, maximum space, and robot arm load-bearing capacity; +(ix) core function of the navigation software, such as system management, patient +management, image display, navigation tracking, respiratory tracking, and robotic arm control; +and (x) single-use LED guide performance. +Trial status. The clinical evaluation commenced in March 2025 and was completed in +May 2025. +Conclusion. The results of the clinical evaluation concluded that TH-SA employs similar +technical, biological and clinical characteristics for similar applications as TH-S Pro. Among +all comparison items in the clinical evaluation, the differences between the two models are +mainly confined to optimized and upgraded functions which are aimed to enhance TH-SA’s +performance. These differences have not adversely affected the safety and effectiveness of +TH-SA in lung and abdominal puncture localization. Accordingly, there was no clinically +significant difference in the safety and effectiveness between TH-S Pro and TH-SA in lung and +abdominal puncture localization. +Material Communications with the NMP A +We submitted a registration application to the NMPA for TH-SA in May 2025. In +December 2025, we obtained a Class III medical device registration approval for TH-SA from +the NMPA. +Commercial Viability of Our Core Product +We started to commercialize our Core Product in 2022. We seek to penetrate the market +through trial installations in medical institutions, and such trial installations are provided free +of charge. The years from 2022 to 2025 represent the initial stage of market promotion, during +which it is difficult to achieve scaled sales. We sold one, one and three units of our Core +Product in 2023, 2024 and 2025, respectively. During this period, we focused on improving +market recognition of our Company and our Core Product. Each of our partnered medical +institution had adopted a specific model of the Core Product based on its clinical needs, the +majority of which were trial installations on a free-of-charge basis, demonstrating the clinical +value and market recognition of our Core Product across various types of puncture procedures. +On June 21, 2023, the National Health Commission issued the Notice on the Release of +the “14th Five-Year Plan” for the Configuration of Large-Scale Medical Equipment (“ ɤ̬ʞ” +ٝwhich did not include puncture surgical robots (puncture +surgical navigation and positioning systems) within the scope of unified quota management. +Accordingly, our Core Product is not subject to quota restrictions. As of the Latest Practicable +Date, no robot-assisted percutaneous puncture procedures had been included in the national or +local medical insurance reimbursement catalogues. +It is expected that more puncture robot manufacturers will enter the market. Under +increasingly intense competition, clinical application outcomes are a key determinant of +whether companies can achieve sustainable development. We hold a leading market share in +terms of total sale, cumulative procedure volume and published academic research. In addition, +we drove the development of one expert consensus on puncture surgical robots, and +participated in the setting of two national standards, two industry standards and eight group +standards, placing us in a leading market position. We believe the high entry barriers formed +by proven clinical value are conducive to our maintaining a competitive advantage. +BUSINESS +– 170 – + + +--- page 182 --- +Our Core Product has the following competitive advantages: + Comprehensive product portfolio. Four models of our Core Product have obtained +a total of four Class III registration certificates. With differentiated functionalities +and pricing, our products can serve medical institutions at various levels, ranging +from national medical centers to lower-level hospitals, and meet the diverse needs +of different customer segments. + Extensive clinical validation. Validation through procedures has demonstrated the +clinical application value of our Core Product across various types of puncture +procedures. Our experience in complex and challenging cases enables our Core +Product to be applied in higher-value and more complex clinical scenarios, +highlighting the value of our Core Product. + Continuous product iteration. Application by medical institutions and feedback +from them have formed a closed-loop iteration mechanism of “application — +feedback — optimization — application,” driving continuous product upgrades and +maintaining technological leadership. + Comprehensive clinical support, training and after-sales service system. We +have a clinical technical support team, the members of which have each provided +technical support for over 350 procedures on average, equipping the team with +sufficient experience and capability to ensure the quality of each procedure and the +compliant and efficient operation of our Core Product. Our after-sales service team +and geographically distributed spare-parts warehouses ensure timely maintenance +response and safe equipment operation. +We plan to promote the sales of our Core Product through the following +commercialization strategy: + Market education : We focus on building clinical recognition of our technology and +innovative products through industry exhibitions, academic forums, expert training, +consensus development, standard setting and research collaboration. + Clinical adoption-led demand creation : We will continue to build up our clinical +support team, establish benchmark hospitals in key regions, and collaborate with +national and regional medical centers to set up training hubs to accelerate +technology diffusion. For example, we have established an “Intelligent Puncture and +Ablation Surgical Robot Training Center” in collaboration with the National +Respiratory Center, offering training programs for physicians nationwide to promote +broader clinical adoption of the technology. + Channel partner cultivation : On a project-based authorization model, we will +continue to deepen cooperation with distributors with broad coverage. With the +expansion of our market influence, we have received growing cooperation inquiries +from experienced and capable distributors, and have established regional partners in +selected provinces. + Expanded hospital penetration : Leveraging the multi-department applicability of +our products and a diversified product portfolio, we aim to deepen the penetration +our products in hospitals, drive cross-department adoption and repeat purchases, and +promote sales of our products, such as TH-S Pro and TH-SA, and lower-tier cities +and underserved markets. + Adaptive business models : In response to the growing trend of direct hospital +procurement, we have developed direct bidding capabilities, and achieved direct +procurement sales in April 2026. Drawing on established leasing models adopted by +mature surgical robot providers, we are also exploring equipment leasing and +deployment models in selected regions, including Beijing and Guangdong Province, +to better address market demand for our products. As confirmed by our PRC Legal +Advisors, equipment leasing and deployment models are permitted under the +regulations and policy frameworks in Beijing and Guangdong Province. The leasing +arrangements are expected to be implemented by and through our distributors. We +BUSINESS +– 171 – + + +--- page 183 --- +will sell the products to distributors, and distributors will lease out the products to +end-point hospitals. Our Directors are of the view that such arrangements (i) will not +adversely affect our overall business performance; (ii) do not affect our sales +channels or change the nature of transactions between us and our customers; and (iii) +are conducive to enhancing the scale and efficiency of our operations and improving +our financial condition and business performance. + Favorable policies : On January 20, 2026, the National Healthcare Security +Administration officially released the Guidelines for the Establishment of Items for +Surgical and Therapeutic Auxiliary Procedures (Trial) (ᐕႾпЪᗳͭ +یܸ(༊Б)). These guidelines establish a pricing framework for surgical robots +and set nationwide standards for pricing, addressing the most critical bottleneck in +the commercialization of surgical robots. In April 2026, major provinces including +Hunan and Guangdong took the lead in introducing specific reimbursement codes +with favorable pricing, and other provinces are expected to follow. The +establishment of pricing framework represents a critical step in the +commercialization of our products. Previously, despite clinical recognition of the +value of robotic surgery, hospitals lacked independent charging codes, limiting +procurement incentives. With standardized codes and pricing now in place, adoption +incentives across hospitals, physicians and distribution partners are expected to +strengthen, providing a strong foundation for future sales growth. +Our target customers can be categorized by hospital tier, clinical department and +geographic location: + By hospital tier, we focus on both Grade III and Grade II hospitals. Grade III +hospitals typically emphasize clinical research and adoption of innovative +technologies, while Grade II hospitals focus more on learning and introducing +proven technologies. Accordingly, during the early stage of market development, +our marketing efforts are primarily directed toward Grade III hospitals through +activities such as academic conferences, research collaboration, pilot use and +complex case studies. As clinical education matures and brand recognition is +established, we will increasingly expand into Grade II hospitals by replicating +clinical experience and commercial models. + By clinical department, our products are applicable to thoracic (cardiac) surgery, +respiratory medicine, interventional medicine, oncology, hepatobiliary surgery, +radiology and imaging departments. Demand varies by specialty: thoracic surgery +emphasizes preoperative positioning and energy ablation procedures; respiratory +medicine focuses on introducing new percutaneous minimally invasive techniques; +interventional medicine seeks improved procedural efficiency; oncology and +hepatobiliary departments aim to address complex and difficult cases; and radiology +and imaging departments seek to undertake cross-departmental procedures and +develop sub-specialty expertise. We tailor our product positioning and service +solutions to address the specific needs of each department. + By location, hospitals are categorized into provincial capital, prefecture-level and +county-level hospitals. +Based on our historical performance, our current business focus is primarily concentrated +in thoracic surgery, respiratory medicine and interventional departments at Grade III hospitals +in provincial capital cities. +A breakdown of our revenue by product model during the Track Record Period is set out +below: +Product +2024 2025 +Sales volume Revenue Sales volume Revenue +(unit) (RMB’000) (unit) (RMB’000) +TH-S /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001 1,593 2 2,655 +TH-S Pro /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1 1,416 +TH-X MW /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 2 5,745 +TH-P /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––1 9 2 9 +BUSINESS +– 172 – + + +--- page 184 --- +Product +2024 2025 +Sales volume Revenue Sales volume Revenue +(unit) (RMB’000) (unit) (RMB’000) +Disposables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100242 198 1,711 1,358 +Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100243 1,791 1,717 12,103 +Technical services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A – N/A 75 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100243 1,791 1,717 12,178 +Our products are still at an early stage of market promotion. There are differences in +hospital business volumes and pricing policies: +(1) Benchmark hospitals: For hospitals selected as demonstration sites, we do not +impose limits on disposables usage and provide disposables free of charge in order +to encourage broader adoption and achieve a demonstration effect. Hospitals are not +permitted to charge patients for uses of our products. +(2) Technology validation trials: For hospitals conducting trial use to validate the +technology, we typically agree on specific trial terms, including a capped number of +procedures (generally no more than 30 cases). Hospitals are not permitted to charge +patients. +(3) For products sold to hospitals where pricing guidance has been established, hospitals +are incentivized to utilize the products and procure disposables, as they are able to +charge patients and to budget for such disposables. Accordingly, we are able to +encourage higher procedure volumes at such hospitals. As of the Latest Practicable +Date, one hospital had met these conditions, which had purchased an aggregate of +977 sets of disposables, generating revenue of RMB903,518. +(4) For products sold to hospitals where pricing guidance has not been established, +hospitals generally lack the incentive to utilize the products or procure disposables, +as they are not able to charge patients. +Anti-cannibalization Strategy for Different Models of Our Core Product +The various models of our Core Product are based on the same core technology platform, +with differentiated configurations developed in response to the budgetary levels of different +medical institutions and regional market demands. They form a complementary, coexisting, and +tiered product matrix. Therefore, the subsequent models of our Core Product will not replace +and render earlier versions obsolete. Specifically, TH-S1, as the first-generation product, has +completed a prospective randomized, controlled, multi-center clinical trial and been deployed, +primarily through free trial installations, on a large scale. Throughout this process, its system +stability, clinical effectiveness, human-machine interaction reliability, and production +consistency have undergone long-term real-world validation, establishing a strong clinical +reputation and user trust. Therefore, this product is positioned for the high-end market, catering +to high-end customers’ demands for product reliability, stability, and evidence-based support. +Subsequent models were adjusted based on TH-S1 to meet the needs of clinicians and medical +institutions, including changes in exterior design and the addition of certain functions. They are +more suitable for mid- to low-end users willing to try new features to enhance diagnostic and +therapeutic capabilities at more affordable prices. +We address potential cannibalization among different models through product +differentiation and market strategy. China’s hospital market is large and diverse. Clinical +capability, institutional strength, and procurement budgets vary widely by hospital type, tier, +and region. As such, we have formulated a differentiated market strategy. Different models of +the Core Product vary in technical parameters, configuration, and product structure to meet the +needs of different customers: + TH-S1 is the high-end model, featuring remote functionality and upgradeable +research modules. It primarily targets national medical centers and regional medical +centers to meet needs for product reliability, stability, and evidence-based support. +BUSINESS +– 173 – + + +--- page 185 --- + TH-S meets the needs of provincial Grade III hospitals for adopting new +technologies, business expansion, and academic leadership within the province. It +broadens application scenarios and supports use across different clinical +departments. + TH-S Pro features core functions without advanced modules, meeting the clinical +needs and requirements for comprehensive disciplinary development of prefecture- +level Grade III hospitals with limited budgets. + TH-SA features a concise structural design, unique appearance, and flexible +positioning, effectively addressing the issue of limited surgical space in older +hospitals due to small operating room areas and numerous equipment. Many public +hospitals are located in urban centers, making renovation and expansion costly. This +model is primarily targeted at older hospitals with high demands for space +efficiency. +Our marketing team will recommend product models appropriate to the needs of medical +institutions based on the above differentiated product strategy. +Our Key Products +TH-X MW +Overview +Our key product, TH-X MW, is a percutaneous microwave ablation surgical robot +designed to provide image-guided navigational guidance for percutaneous needle placement +and microwave ablation of solid liver tumors. The system features intelligent organ and lesion +segmentation, intraoperative real-time 3D navigation, and predictive reference of the ablation +energy field. TH-X MW enables efficient and accurate microwave ablation by improving +needle placement accuracy, target coverage, procedural efficiency, and success rates, while +reducing dependence on physician experience in needle placement and ablation planning and +enhancing overall safety and effectiveness. +TH-X MW is classified as a Class III medical device under applicable NMPA regulations +and was recognized as an innovative medical device by the NMPA in April 2024. We completed +a clinical evaluation in July 2023 through a clinical comparison among TH-X MW, TH-S1 and +the other NMPA-registered predicate ablation device to assess TH-X MW’s indication for the +treatment of solid liver tumors in adults. We submitted a registration application to the NMPA +in July 2023, which was accepted by the NMPA in the same month. In September 2024, we +obtained a Class III medical device registration approval for TH-X MW from the NMPA. +We have expanded its indication in lung tumor treatment. We submitted a registration +application to the NMPA in July 2025, which was accepted by the NMPA in August 2025. We +obtained the registration approval in April 2026. +Product Structure +TH-X MW primarily consists of the following components, each with defined functions +that work together during image guided ablation: + master control cart with an integrated robotic arm, which serves as the central hub +for user interaction, computing, and power distribution. It positions and stabilizes +instruments with high precision under physician supervision, executes planned +trajectories while allowing fine adjustments, and records procedural data. Where +enabled, it also possesses the capability of connecting the picture archiving and +communication system (PACS) for documentation and integration; + microwave therapy cart, which incorporates the microwave therapy device and an +optical tracking system. It uses optical tracking to localize instruments and patient +position in real time and synchronizes that data with imaging to support accurate, +image-guided targeting. It manages energy delivery parameters according to the +planned ablation profile to execute precise ablation; +BUSINESS +– 174 – + + +--- page 186 --- + foot pedals, which safeguards critical functions such as energy start/stop, are +primarily designed to reduce hand movement in performing percutaneous punctures, +thereby assisting physicians to maintain sterile technique during key procedural +steps; and + navigation and positioning tools, which support preprocedural planning and +selection of the optimal trajectory. They align and maintain the intended puncture +path relative to the target lesions, provide visual and quantitative guidance. +Foot pedal +Foot pedal +Floor stand +stabilization system +Master control cart +Robotic arm +Optical tracking system +Navigation positioning tool +Single-use microwave +ablation needle components +Water-cooling module +Microwave therapy +device +Microwave +therapy cart +Operational Procedure +The key procedures for operating our TH-X MW are summarized as follows: + Preoperative preparation. Position TH-X MW and connect the master control cart +and microwave therapy cart. + Preoperative pathway planning and microwave parameter settings . The patient +typically undergoes a CT scan to enable the physician to detect the lesion location. +Then the physician applies surface markers to the patient’s skin then positions TH-X +MW at the surgical site so the trackers, surface markers, and robotic arm +end-effector guide are within the optical tracking system. By importing the CT scan +results into the surgical navigation software, it commences the image registration +and puncture pathway planning, and then configures microwave ablation +parameters. + Intraoperative robotic arm guidance. After completing the preoperative pathway +planning, the physician installs the guide sleeve and moves the robotic arm to the +planned position. The physician then proceeds to perform the puncture by strictly +adhering to the system-calculated route and the orientation fixed by the guide +sleeve. Upon reaching the target depth, the physician releases the sleeve and +withdraws the robotic arm. + Puncture results confirmation. The physician confirms puncture results by +performing follow-up CT scans. When multiple puncture paths are planned in the +surgical navigation software, the physician repeats the above procedures. + Microwave ablation . Once the ablation needle is placed on the patient, the physician +switches on the microwave button to perform ablation treatment. + Completion. After the follow-up CT scans and verification, the physician performs +the necessary closing steps to finish the ablation puncture. +BUSINESS +– 175 – + + +--- page 187 --- +Features +We believe our TH-X MW has the following features and benefits: + First image-guided percutaneous microwave ablation surgical robot globally . Our +TH-X MW integrates CT-based preoperative planning, navigation registration +robotic arm positioning, real-time respiratory motion tracking, and ablation control +into a single, streamlined workflow for adult solid liver tumors. By uniting +trajectory optimization with motion-adaptive guidance, TH-X MW enhances needle +placement accuracy and ablation zone conformity, improving procedural efficiency +and technical success while reducing dependence on operator experience. + Intelligent water-cooling system. Our TH-X MW is equipped with an intelligent +water-cooling system which dynamically regulates the cooling medium’s state. The +system is designed to facilitate efficient energy delivery while actively protecting +any tissue along the needle tract, thereby strengthening surgical safety. + Dual-source independent output models. Our TH-X MW innovatively incorporates +dual-source independent output models that support reliable and simultaneous +dual-needle ablation. This allows physicians to treat bilateral or multiple lesions at +the same time, significantly enhancing procedural efficiency. +Summary of Clinical Evaluation Results +Clinical Evaluation in Solid Liver Tumor Treatment +We initiated a clinical evaluation in January 2023 to assess whether the technical, +biological and clinical characteristics in TH-X MW are sufficiently similar to those of TH-S1 +in terms of percutaneous puncture and the other NMPA-approved predicate ablation device in +terms of microwave ablation that there would be no clinically significant difference in the +safety and effectiveness of TH-X MW and TH-S1 and the other NMPA-approved predicate +ablation device. +Design. The clinical evaluation was designed to demonstrate that there would be no +clinically significant difference in the safety and effectiveness between TH-X MW, TH-S1, and +the other NMPA-registered predicate ablation device in solid liver tumor treatment in adults. +The comparison items in the clinical evaluation primarily encompass (i) model and +specifications; (ii) basic working mechanisms; (iii) product structure; (iv) indications and +intended application; (v) contraindications and precautions; (vi) manufacturing process and +materials; (vii) patient contact; (viii) performance indicators, such as operating mode, +operating frequency, operating time, cooling system, tumor margin tissue temperature +measurement and control range, navigation registration accuracy, robotic arm load capacity, +and sampling frequency; (ix) core software functions of the microwave section; (x) core +function of the navigation software; and (xi) navigation and positioning instruments. +Trial status. The clinical evaluation was completed in July 2023. +Conclusion. The results of the clinical evaluation concluded that TH-X MW systematically +integrates the functionalities from TH-S1 and the other NMPA-approved predicate ablation device, +and employs broad similarities in technical, biological and clinical characteristics for similar +indications compared to the other two models. The variations between TH-X MW and the other two +models have not adversely affected the safety and effectiveness of TH-X MW in solid liver tumor +treatment in adults. +Indication Expansion +We have expanded TH-X MW’s indication in lung tumor treatment. We completed the +clinical evaluation and submitted the registration application to the NMPA in July 2025, which +was accepted by the NMPA in August 2025. We obtained the registration approval in April +2026. +Market Opportunities and Competition +According to CIC, China’s target patients for percutaneous microwave ablation surgical +robots are defined as individuals who, after completing diagnostic evaluation in accordance +with clinical practice guidelines, are deemed clinically eligible for percutaneous microwave +ablation. Examples include patients who, after imaging assessment and percutaneous biopsy, +are confirmed to have positive liver nodules presenting as a single tumor with a diameter no +more than 5 cm, or 2–3 tumors with a maximum diameter 3 cm, or who are found +BUSINESS +– 176 – + + +--- page 188 --- +intra-operatively to be unsuitable for surgical resection, as well as patients with malignant +pulmonary nodules whose cardiopulmonary function cannot tolerate surgical resection. +According to this definition, the potential target patients for percutaneous microwave ablation +surgical robot in China increased from 2.9 million in 2020 to 4.4 million in 2025, representing +a CAGR of 8.6%. It is projected to rise further to 5.8 million by 2031, implying a CAGR of +4.3% from 2026 to 2031. Ongoing normalization of screening for liver, pulmonary and breast +nodules and improved imaging availability contribute to earlier detection and a higher +proportion of patients suitable for minimally invasive local therapy. +China’s percutaneous microwave ablation surgical-robot market is at an early +commercialization stage, with meaningful revenue expected to begin after 2024. Market size +is projected to grow from approximately RMB6.6 million in 2025 to RMB244.2 million by +2031, reflecting rapid scale-up as approvals translate into hospital tenders, initial installations, +and expanding clinical indications. Growth is underpinned by the widening pool of ablation +candidates, improvements in image-guided navigation and robotic execution, and supportive +hospital procurement and policy environments that enable conversion from pilot use to scaled +clinical deployment. +In September 2024, our percutaneous microwave ablation surgical robot obtained NMPA +approval, making it the first surgical robot approved for this therapeutic area as of the Latest +Practicable Date. However, due to the late timing of approval, there were no substantive +shipments recorded in 2024. +At present, several regulatory-cleared percutaneous puncture surgical robots can be used +in microwave ablation workflows when paired with compatible third-party microwave +generators and probes, such as Quantum Surgical’s Epione +®. In contrast, our percutaneous +ablation surgical robot is a fully integrated solution that combines puncture navigation with +microwave energy delivery on a single platform, and has been designated by the NMPA as “the +first system of its kind worldwide.” +Material Communications with the NMP A +We submitted a registration application to the NMPA in July 2023, which was accepted +by the NMPA in the same month. In September 2024, we obtained a Class III medical device +registration approval for our TH-X MW from the NMPA. +We also submitted the registration application to the NMPA in July 2025 for expanding +its indication in lung tumor treatment, which was accepted by the NMPA in August 2025. We +obtained the registration approval in April 2026. +TH-X HMW +Overview +Our other key product, TH-X HMW, is our other percutaneous microwave ablation +surgical robot approved for the treatment of solid liver tumors. It introduces three major +enhancements over TH-X MW, designed to streamline ablation workflow and enhance +documentation and postoperative review, leading to more actionable and convenient ablation +procedures. +TH-X HMW is classified as a Class III medical device under applicable NMPA +regulations. We completed a clinical evaluation through a clinical comparison with our TH-X +MW for its indication in solid liver tumor treatment in May 2024. We submitted a registration +application to the NMPA in May 2024, which was accepted by the NMPA in June 2024. In +November 2025, we obtained a Class III medical device registration approval for our TH-X +HMW from the NMPA. +Operational Procedure +Our TH-X HMW follows the same operational procedures as TH-X MW. +BUSINESS +– 177 – + + +--- page 189 --- +Features +Our TH-X HMW has further advanced the following major improvements as compared to +TH-X MW: + A laser pointer-integrated navigation tracking system . It assists the physician to +precisely position the master control cart and the robotic arm by monitoring the +center point indicated by the laser pointer. + Multi-planar reconstruction function . It enables the conversion of 3D imaging data +into 2D views on multiple displays as needed. + Surgical report export function. It adds a surgical report export feature that enables +physicians to export and review images and the planned puncture path after ablation +procedures. +Summary of Clinical Evaluation Results +We initiated a clinical evaluation to assess whether the technical, biological and clinical +characteristics in TH-X HMW are sufficiently similar to those of TH-X MW that there would +be no clinically significant difference in the safety and effectiveness of TH-X MW. +Design. The clinical evaluation was designed to demonstrate that there would be no +clinically significant difference in the safety and effectiveness between TH-X MW and TH-X +HMW in solid liver tumor treatment. The comparison items in the clinical evaluation primarily +encompass (i) model and specifications; (ii) basic working mechanisms; (iii) product structure; +(iv) indications and intended application; (v) contraindications and precautions; (vi) +manufacturing process and materials; (vii) patient contact; (viii) performance indicators, such +as operating mode, operating frequency, operating time, cooling system, tumor margin tissue +temperature measurement and control range, navigation registration accuracy, robotic arm load +capacity, and sampling frequency; (ix) core software functions of the microwave section; (x) +core function of the navigation software; and (xi) navigation and positioning instruments. +Trial status. The clinical evaluation was completed in May 2024. +Conclusion. The results of the clinical evaluation concluded that TH-X MW employs +similar technical, biological and clinical characteristics for similar applications as TH-X +HMW. Among all comparison items in the clinical evaluation, the differences between the two +models are mainly confined to optimized and upgraded functions which are designed to +enhance TH-X HMW’s performance. These differences have not adversely affected the safety +and effectiveness of TH-X HMW in solid liver tumor treatment. Accordingly, there was no +clinically significant difference in the safety and effectiveness between TH-X MW and TH-X +HMW in solid liver tumor treatment. +Material Communication with NMP A +We submitted a registration application to the NMPA in May 2024, which was accepted +by the NMPA in June 2024. In November 2025, we obtained a Class III medical device +registration approval for our TH-X HMW from the NMPA. +OTHER PRODUCTS AND PRODUCT CANDIDATES +TH-P Series +Overview +Our TH-P Series, comprising TH-P Elite, TH-P, and TH-P Plus are compact percutaneous +puncture surgical robots that provide greater flexibility and accessibility across diverse clinical +settings. By reducing device size while retaining essential clinical functions of TH-S, our TH-P +series addresses challenges associated with large-scale surgical robots, including limited +workspace, constrained puncture and positioning posture angles. +BUSINESS +– 178 – + + +--- page 190 --- +Our TH-P Series are distinct from the Core Product. The table below sets out the +differences between the TH-P Series and models of the Core Product: +Structural composition Product picture +TH-S1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Composed of an +intelligent image- +analysis and puncture +planning system, an +optical navigation +system, a robotic arm +control system and a +respiratory tracking +system, which are +housed in two carts, +namely a main +control cart and a +robotic arm cart. In +particular, the robotic +arm is seated in a +separate cart, +featuring a serial +robotic arm design +with an open-chain +joint layout. +TH-S /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +TH-SA /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +TH-S Pro /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +TH-P /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Composed of various +functional parts that +are housed in the +main control cart, +and a fully +miniaturized robotic +arm module designed +for installation on the +operating table. In +particular, the robotic +arm adopts a +compact, desktop- +mounted structure, +employing a small- +scale parallel robotic +arm design with a +multi-branch closed- +loop architecture. +Pursuant to the Guideline for the Division of Registration Units of Medical Devices ( ᔼ +), where there are material differences among products in +terms of intended use, performance, or structure, they should be classified into different +registration units. TH-P adopts a small parallel robotic arm structure in a compact tabletop +configuration, whereas the Core Product uses a serial robotic arm in a floor-standing cart. +Given these significant structural differences, TH-P does not meet the criteria for classification +as the same registration unit and therefore is not regarded as a model of the Core Product. +According to the Technical Guideline for Clinical Evaluation of Medical Devices Based +on Equivalence (), different medical devices +with the same intended use, similar technical principles and biological properties may complete +clinical evaluation through same-product comparison, provided that sufficient scientific +evidence demonstrates equivalent safety and effectiveness. TH-P has the same intended use and +biological properties as the Core Product. Although it adopts a different robotic arm structure, +its core working principles, including navigation and positioning algorithms, software +architecture, and key performance indicators, are similar to the Core Product, constituting +similar technical principles. As such, TH-P meets the criteria for being “equivalent” (although +BUSINESS +– 179 – + + +--- page 191 --- +not regarded as a model of the Core Product), and the Core Product may be used as the +same-type device for TH-P to complete its clinical evaluation. The regulatory authority +reviewing our registration application has assessed and accepted our analysis. +TH-P series is classified as a Class III medical device under applicable NMPA +regulations. We completed a clinical evaluation using clinical data from our TH-S for lung and +abdominal puncture in March 2024. We submitted a registration application to the NMPA in +March 2024, which was accepted by the NMPA in April 2024. In December 2024, we obtained +a Class III medical device registration approval of our TH-P series from the NMPA. +Summary of Clinical Evaluation Results +We completed a clinical evaluation of TH-P series in March 2024 through a clinical +comparison with TH-S. The results concluded that the structural differences between the TH-P +series and TH-S did not significantly affect safety and effectiveness for percutaneous punctures +conducted under the protocol. +Material Communications with the NMPA +We submitted a registration application to the NMPA in March 2024, which was accepted +by the NMPA in April 2024. In December 2024, we obtained a Class III medical device +registration approval of our TH-P series from the NMPA. +MW150 +Our MW150 is a microwave ablation device designed for use with our disposable +microwave ablation needles to treat solid liver tumors. Compared to TH-X MW, MW150 is a +standalone microwave ablation device which expands our offering suite in delivering +differentiated ablation products to meet market demands. +Our MW150 is classified as a Class III medical device under applicable NMPA +regulations. We completed a clinical evaluation for its indication in solid liver tumor treatment +in April 2024. We submitted a registration application to the NMPA in April 2024, which was +accepted by the NMPA in May 2024. In August 2025, we obtained a Class III medical device +registration approval for our MW150 from the NMPA. +TH-X Cryo +We are developing TH-X Cryo, a cryoablation robot designed to deliver consistent results +with less operator dependence. TH-X Cryo is generally intended for cryoablation of solid +tumors. +As advised by CIC, cryoablation shows the ice ball in real time and typically produces a +more predictable ablation zone; this can help achieve clear margins and reduce the risk of local +recurrence. We are developing our cryoablation robot to uniquely integrate the benefits +associated with cryoablation, including minimizing patient discomfort, visualizing ablation +areas, and preserving surrounding tissue structures. These distinct advantages make +cryoablation an advanced, safer and accurate treatment option in tumor treatment. +We are currently developing TH-X Cryo and plan to complete the development and +submit the registration application in the second half of 2027. We expect to receive NMPA +registration approval in the first half of 2028. +WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND MARKET TH-X +CRYO IN CHINA. +Ex Vivo Organ Preservation and Assessment Systems +We are developing two perfusion systems, namely, TH-LS KI300 for kidney preservation +and assessment and TH-LS LU100 for multi-organ preservation and assessment. Both were in +early design and development as of the Latest Practicable Date. We are also designing +disposable tubing set to connect the organ to the perfusion system. +BUSINESS +– 180 – + + +--- page 192 --- +Ex vivo machine perfusion (EVMP) is a new way to preserve organs outside the body +mainly for transplants. It is an alternative to the conventional static-cold storage. EVMP can +keep organs viable longer, let clinicians monitor organ quality in real time and may reduce +damage from ischemia-reperfusion injury. +Our ex vivo organ preservation and assessment systems are designed to use EVMP to +preserve and assess organs outside the body, creating an integrated workflow from diagnosis +to intervention. They use normothermic machine perfusion, i.e., pumping warm, perfusion +fluid through the organ to mimic normal metabolism. In addition, they can also operate at +sub-normothermic (below-normal) temperatures when needed. The goal is to keep organs +functioning, enabling warm-temperature transport, storage and evaluation. +WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND MARKET THE EX +VIVO ORGAN PRESERV ATION AND ASSESSMENT SYSTEMS IN CHINA. +Disposables +Single-use Surgical Guide +Our disposable surgical guide is intended for clinical use in medical institutions to assist +physicians with targeted guidance and localization during puncture procedures. It is designed +to be used in conjunction with our puncture navigation and positioning system. We obtained +a Class II medical device registration certificate from the NMPA in January 2023. +Single-use LED Localization Guide +Our single-use LED guide is intended for clinical use, mainly in image-guided punctures, +it helps physicians to control the puncture angle and guide the needle after the localization. We +submitted a registration application to the NMPA in February 2025, which was accepted by the +NMPA in March 2025 and approved under a Class II medical device registration certificate in +December 2025. +Single-use CT-guided Puncture Angle Guide +Our single-use CT-guided puncture angle guide is intended for clinical use in medical +institutions to assist physicians with targeted localization and guidance during puncture +procedures. It is used in conjunction with our puncture navigation and positioning devices. We +obtained a Class II medical device registration certificate from the NMPA in January 2023. +Single-use Microwave Ablation Needle +Our single-use microwave ablation needle is intended for use with our microwave +ablation robots to treat liver tumors. We obtained a Class III medical device registration +certificate from the NMPA in August 2025. +We have also developed a single-use microwave ablation needle for treating liver and +lung tumors. We obtained a Class III registration approval from the NMPA in June 2026. +Single-use Cryoablation Needle +We are developing a single-use cryoablation needle which is intended for clinical use in +conjunction with our cryoablation robot to treat solid tumors. In clinical practice, it rapidly +releases cryogenic media at its tip to freeze the target tumor tissue and induce cryonecrosis, +achieving minimally invasive treatment. We plan to submit the registration application to the +NMPA in the second half of 2027. +Medical Image Processing Software +Our medical image processing software is intended to import, display, and process CT +images that comply with the DICOM (Digital Imaging and Communications in Medicine) 3.0 +standard for clinical diagnosis and treatment purposes. The software features 2D image display, +2D measurement, and 3D image reconstruction and display. We obtained a Class II medical +device registration certificate from the NMPA in November 2023. +BUSINESS +– 181 – + + +--- page 193 --- +Spirometer +Our spirometer is intended for use by medical institutions to measure tidal volume. We +obtained a Class II medical device registration certificate from the NMPA in January 2025. +Perfusion Tubing Set +We are developing two distinct perfusion tubing sets as the primary accessories for our +perfusion systems, TH-LS KI300 and TH-LS LU100. Each set will connect the organ directly +to the respective perfusion system. Both tubing sets are in early design validation stage. The +registration progress of these perfusion tubing sets is aligned with that of the relevant perfusion +systems. +RESEARCH AND DEVELOPMENT +We believe that continuous innovation in research and development is the key driver of +our business growth and competitiveness. Our R&D efforts are guided by unmet needs +evidenced in the surgical robot market, and we strive to address these clinical needs by +advancing revolutionary surgical robots to benefit both physicians and patients on a wider +scale. For each of our product candidates, we typically assign a project team to take +responsibility for monitoring the entire development cycle and leading the required R&D +activities. We commence our R&D activities with a clear vision and a detailed product design. +Upon confirmation of the product design, we will proceed to early validation to evaluate the +functions, safety, and efficacy of the product candidates. Our R&D activities served as the +backbone for our future manufacturing and commercialization of our product candidates. +Product Design and Preclinical Development +We have established and strictly complied with an internal protocol that governs the +design and development of our products. Our internal protocol was formulated by reference to +the applicable NMPA regulations and guidelines. +To commence a product development project, we usually conduct preliminary market +research to comprehensively analyze market prospects and end users’ needs before formulating +a product blueprint that articulates the target medical need, potential risks and product +functions. Upon approvals from our management, we will proceed to formulate a detailed +product plan which contains the product functionalities and application scenarios, staff cost +and project budget planning and commence the development process. +To optimize the quality of our product development, we have established a streamlined +R&D structure that prioritizes scientific safety, authentication of clinical needs, and R&D +efficiency. Our R&D process is structured across four key stages: + Product blueprint preparation . The R&D department prepares a project blueprint, +which collects and analyzes the target medical need, potential risks and product +functions. The product blueprint will be presented to the management team for +review and approval. + Product design . The R&D department designs the product candidate in terms of +function, performance, usability and safety requirements in compliance with the +product design timeline. We will deploy responsible personnel at each stage of the +product design and development to review and analyze the design of the product +candidate to ensure its feasibility. + Early validation of design and development . The product candidate will be delivered +to our testing team to undertake early testing studies, mainly on its functions and +overall performance. We may also invite third-party experts to conduct an external +review of the product candidate to ensure its compliance with prescribed application +and clinical evaluation. + Clinical research and registration . We will then initiate clinical research and +perform numerous registration-related work streams as required by applicable laws +and regulations before officially launching our products. +BUSINESS +– 182 – + + +--- page 194 --- +Ongoing R&D +Our product R&D is conducted on an ongoing basis. In line with industry practice for +large-scale medical devices such as our surgical robots, we continuously upgrade and enhance +the functionality and usability of our products by collecting clinical feedback and following the +latest technical trends in surgical robots. We continue our R&D activities and may further +enhance and upgrade our product candidates despite the fact that they have received regulatory +approval for commercialization. +Our R&D team +We have built an experienced R&D team with strong expertise in the surgical robots field. +As of the Latest Practicable Date, our R&D team consisted of 71 members, with approximately +28.2% holding a doctoral or master’s degree, mainly in mechanical engineering, electrical and +electronic engineering, computer science, software engineering, biomedical engineering, +pharmacy, and other related fields. The average industry experience of our R&D team members +is over eight years. We emphasize assembling top talent with complementary expertise across +all aspects of R&D, from early product design, through preclinical studies, to clinical +development. This has allowed us to build a strong multidisciplinary team capable of +efficiently translating scientific breakthroughs into product candidates. +Our R&D department is organized into six teams and departments. The function and main +responsibilities of each of the R&D teams and departments are shown in the following table: +Functions Main Responsibilities +Technology center /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Responsible for the R&D of our key technologies and +tackling major technical challenges in connection +with our R&D activities. +R&D center /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Responsible for setting the strategic planning of our +product roadmap, conducting feasibility studies and +organizing the implementation of new products. +Regulations and quality +management center /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +In charge of the regulatory and quality management +matters in connection with the R&D of our new +products. +Clinical academic department /H1100/H1100Responsible for providing technical support to our +research projects and conducting preliminary design +and implementation of our research plans, and +assisting with application and presentation processes. +Pharmaceutical development +department /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +In charge of R&D activities related to drug-device +combination products or medical devices containing +pharmaceutical substances. +Processing department /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Responsible for the process formulation workflow +and process parameter setting and adjustment, the +process improvement and technical advancement +workflow. +Our R&D team is led by a group of world-class scientists with decades of surgical robots +development. Key R&D leadership includes: Ms. Cheong Hou Iam (our founder and +chairwoman), Mr. Chen Xiangqian (our chief technology officer), and Mr. Shi Jipeng (our +R&D director). Each of these individuals has over a decade of relevant experience, gained at +leading medical device companies and research institutions. Under their guidance, our R&D +organization has progressed 15 product candidates from concept into commercialization within +just a few years. The collective knowledge and leadership of our R&D team give us confidence +in our ability to sustain an innovative pipeline and maintain a competitive edge in the surgical +robots field. +BUSINESS +– 183 – + + +--- page 195 --- +Our key R&D leadership team is distinguished by deep scientific expertise and a proven +track record in surgical robots, including: + Our founder and chairwoman Ms. Cheong Hou Iam has over 20 years of experience +in drug and medical device R&D, registration, investment, and management. Prior +to founding our Company, she served at Macau Health Department, where she led +drug related legislation and licensing approvals, including legislation on the safety +of traditional Chinese medicines and the promotion of licensing in traditional +Chinese medicine. Ms. Cheong has led multiple national projects, such as the “14th +Five-Year Plan” National Key R&D Program in Intelligent Robotics from the MST +and holds over 100 patents. She led the Company to secure China’s first Class III +certificate for a percutaneous puncture robot as well as recognition as a national +“Specialized, Sophisticated, Distinctive, and Innovative (‘Little Giant’) Enterprise.” +She holds a bachelor’s degree from Fudan University Shanghai Medical College +(previously Shanghai Medical University) and an EMBA from Tsinghua University. + Mr. Chen Xiangqian, our chief technology officer, has more than a decade of +experience in surgical robot R&D and focuses on surgical navigation and image +registration for medical robotics. He holds over 40 granted invention patents and 50 +utility model patents and has authored more than ten peer reviewed publications. He +completed his Ph.D. and postdoctoral training at Beihang University. + Mr. Shi Jipeng, our R&D director, brings over 20 years of experience across IT and +medical sectors in product architecture, engineering translation of R&D outputs, and +productization. Mr. Shi has led multiple technology transfer projects with the +Chinese Academy of Sciences and Tsinghua University. He holds a master’s degree +from Hong Kong Metropolitan University. +R&D Expenses +In 2024 and 2025, our research and development expenses were RMB50.8 million and +RMB56.9 million, respectively. We did not capitalize any R&D expense in the Track Record +Period. Our R&D expenses attributable to our Core Product amounted to RMB11.9 million and +RMB25.4 million in 2024 and 2025, respectively, accounting for 23.3% and 44.7% of our total +R&D expenses for the corresponding periods. In 2024 and 2025, our research and development +expenses accounted for 40.4% and 39.7% of our total operating expenses (being research and +development expenses, administrative expenses and selling and distribution expenses), +respectively. This substantial investment in R&D reflects our commitment to innovation and +the advancement of our product candidates. We expect our R&D expenditures to continue to +increase in accordance with our R&D activities carried out in connection with our product +candidates. +Collaborations with CROs/SMOs +In alignment with industry standards, we engage CROs to conduct and support our +preclinical studies and clinical trials under our close supervision and overall management. We +engage CROs to manage the clinical trials on a full-process basis. The preclinical CROs +typically provide services related to type testing and animal experiments. The clinical CROs +assist with trial site selection, documentation preparation, ethics committee submissions, trial +monitoring, data management and analysis, and coordination of multicenter trials, leveraging +their standardized processes and hospital networks to shorten trial initiation, ethics approval +and subject enrollment timelines. SMOs deploy dedicated clinical trial coordinators on site to +handle subject follow-up, data collection and documentation, thereby improving enrollment +efficiency and data quality. In addition, the standardized monitoring and quality control +systems of CROs and SMOs help ensure data authenticity, completeness and traceability and +support timely product registration. Through a full-process outsourcing approach, we are able +to advance clinical trials efficiently while allowing our internal teams to focus on core R&D +and commercialization initiatives. The relevant CRO we engaged integrates the SMO functions +and acts as a single supplier, ensuring efficient and compliant trial execution, avoiding +coordination risks arising from the involvement of multiple institutions, and enhancing data +reliability. This approach is in line with industry practice and compliant with the requirements +of the Good Clinical Practice for Medical Device Clinical Trials issued by the NMPA. +BUSINESS +– 184 – + + +--- page 196 --- +We select CROs based on a variety of factors, including their professional qualifications, +expertise, experience, reputation, and cost-effectiveness. Our partnerships with CROs are +project-specific, ensuring tailored support for each initiative. We maintain rigorous oversight +of CROs to ensure that their performance adheres to our protocols and applicable laws, +safeguarding data integrity and the overall quality of our research. We ensure CROs and SMOs +comply with applicable regulatory requirements and our internal policies through (i) selective +engagement of experienced service providers with proven track records; (ii) contractual +controls, pursuant to which the agreements require requisite qualifications, compliance with +applicable laws and regulations, and periodic quality assurance audits by us; and (iii) ongoing +oversight by dedicated clinical project managers through remote monitoring, on-site +inspections and milestone reviews. To safeguard our proprietary technologies and intellectual +property, we implement confidentiality arrangements under legally binding non-disclosure +agreements and data ownership provisions stipulating that all intellectual property rights in +clinical data, analysis results and trial documentation vest exclusively with us. During the +Track Record Period, we cooperated with eight and 11 CROs in 2024 and 2025, respectively, +which were all independent third parties of our Group. In 2024 and 2025, our purchases of +services from CROs were RMB1.7 million and RMB4.7 million, respectively. Our main CRO +during the Track Record Period was established in Jiangsu Province in 2023 with a registered +capital of RMB5.0 million. We became acquainted with this CRO because it is an affiliate of +the CRO that we engaged for the clinical trial of TH-S1 prior to the Track Record Period. +Salient terms of our agreements that we typically enter into with our CROs are set forth +below. + Services. The CROs provide services to us, including the implementation and +management of a preclinical or clinical research project as specified in the +agreement. + Term. The CROs are required to perform their services and complete the preclinical +or clinical research project within the prescribed time limit set out in each work +order, usually on a project basis. + Payments. We are required to make payments to the CROs in accordance with the +payment schedule agreed by the parties. + Intellectual property rights. We generally own all intellectual property rights arising +from the preclinical or clinical research projects conducted by the CROs within the +stipulated work scope. + Confidentiality. Our CROs are not allowed to disclose confidential information, +including but not limited to any technical materials, research reports or trial data +related to the project specified in the agreement. + Compliance . The CRO shall fully comply with all applicable laws, rules and +regulations, including any and all laws, rules and regulations in any other +jurisdictions that are applicable to the CRO’s business activities in connection with +this agreement. + Audit . We shall have reasonable access to the CRO’s books and records and the right +to conduct periodic audits thereof, in order to ensure the CRO’s compliance with all +applicable laws and the provisions of this agreement. The CRO shall fully and +promptly cooperate with any compliance investigation initiated by us. +We ensure the compliance of CROs with relevant regulatory requirements and our +protocols and protect our proprietary technologies and other IP rights primarily through the +confidentiality, compliance and audit clauses in our agreements with CROs. We did not have +any material disputes with our CROs during the Track Record Period and up to the Latest +Practicable Date. For risks relating to our engagement of CROs/SMOs, see “Risk Factors—We +engage third parties to conduct certain aspects of our clinical trials. If we lose our relationship +with these third parties, or if these third parties do not successfully carry out their contractual +duties or meet expected deadlines, we may not be able to obtain regulatory approval for or +successfully commercialize our products and our business could be substantially harmed” for +details. +BUSINESS +– 185 – + + +--- page 197 --- +R&D of Our Core Product +The Core Product was developed in-house by us. As of January 31, 2026, we had a total +of 14 material invention patents regarding the Core Product, with the patentees and copyright +holders all being our Group. The technologies underlying the Core Product were independently +developed by our in-house R&D team. From time to time, we cooperate with third parties on +certain aspects of our R&D, such as preclinical studies and clinical trials, which is customary +in the industry. +The key milestones of the R&D history of each product model is as follows: +TH-S1: + Project initiation commenced in April 2018; + Registration-type testing was completed in November 2019; + Formal animal experiment verification was completed in October 2020; + The registration application was submitted in December 2020 and accepted in January +2021; + Clinical trials were completed in January 2022; + Registration was approved in May 2022; + Upgrades: +o Research on design optimization, software upgrades, tool changes and functional +enhancements was initiated in December 2024 and completed in May 2025; +o The change registration application was submitted to the NMPA in May 2025; +o The change registration application was approved in April 2026; + Indication Expansion: +o Research on expanding the Core Product’s intended use to include retroperitoneal +lesions and on functional configuration upgrades was initiated in April 2025; +o Ethical approval for the clinical trial of the Core Product for retroperitoneal lesions +was obtained in July 2025; +o Clinical trial commenced in November 2025; + Certification application was submitted to the EU Notified Body, IMQ in January 2026; + Work relating to functional upgrades of the Core Product, intelligent software +development, localization of optical tracking systems, and research on remote surgical +control technologies were ongoing as of the Latest Practicable Date. +TH-S: + Project initiation commenced in January 2021; + Type testing was passed and the type test report was issued in May 2022; + The Class III medical device registration application was submitted and accepted in +December 2022; + Registration was approved in June 2023; + Research on design optimization, software upgrades, tool changes and functional +enhancements was initiated in January 2025 and completed in June 2025; +BUSINESS +– 186 – + + +--- page 198 --- + The change registration application was submitted to the NMPA in June 2025 and was +approved in May 2026. +TH-S Pro: + Project initiation commenced in January 2023; + Type testing was passed and the type test report was issued in April 2024; + The Class III medical device registration application was submitted and accepted in May +2024; + Registration was approved in December 2024; + Research on software/hardware upgrades and tool changes was initiated in August 2025; + The change registration application was submitted in December 2025; + An acceptance notice requesting supplemental information was received in December +2025 and had begun processing in February 2026. +TH-SA: + Project initiation commenced in August 2024; + Type testing was passed and the type test report was issued in May 2025; + The Class III medical device registration application was submitted and accepted in May +2025; + Registration was approved in December 2025. +As shown above, we have been primarily engaged in the R&D for different models of the +Core Product since 2018. +The historical R&D expenses for the clinical activities of the Core Product were only +incurred in relation to TH-S1, including: + registration clinical trial expenses: RMB7.4 million; and + real-world evidence clinical study: RMB2.8 million. +As of the Latest Practicable Date, a total of 68 individuals had participated in the R&D +of the Core Product, all being our full-time employees, including 33 software and algorithm +engineers, 21 hardware R&D engineers, and 14 clinical and registration engineers. The core +R&D personnel and their specific involvement in the R&D of our Core Product are as follows: + Ms. Cheong Hou Iam: (i) oversees the overall strategic planning of the Core +Product, leads clinical needs research and product definition, approves technical +roadmaps and core functional specifications; (ii) reviews and approves key design +schemes and milestones; (iii) coordinates resources across R&D, clinical, and +registration functions; and (iv) serves as the final decision-maker, responsible for +the clinical value, technical feasibility, and commercial implementation of the Core +Product. + Mr. Chen Xiangqian: (i) is responsible for the Company’s technology strategy and +R&D of core technologies; (ii) leads the algorithm architecture design and key +technical breakthroughs for the Core Product’s navigation system; (iii) reviews +major technical solutions; and (iv) guides intellectual property strategy and +technical team capability building, ensuring the Core Product’s technological +leadership and sustainable iteration. +BUSINESS +– 187 – + + +--- page 199 --- + Mr. Shi Jipeng: (i) is responsible for establishing the new product R&D system and +managing cross-functional teams; (ii) develops R&D strategy and project plans, +forms and leads software/hardware R&D teams; (iii) establishes R&D processes and +control mechanisms; (iv) supervises and coordinates the development progress and +delivery quality of each module; and (v) ensures efficient progress and compliant +delivery of R&D projects. +The core R&D team for our Core Product is stable, and the relevant key personnel have +all worked continuously with us since joining. +DATA AND PRIV ACY +During the course of our business operations, we collect and store a limited amount of +personal information from registered users through the websites, WeChat mini-programs and +official WeChat accounts we operate. Such information is used solely for the purpose of +delivering targeted product- and business-related promotional content, including text, images +and videos. Other than as described above, we do not engage in any collection or storage of +personal information or data, nor do we transfer or provide any such personal information or +data cross border. Data privacy and protection measures are an integral part of our internal +control system. We have established policies and procedures to ensure that personal +information is collected, stored and used securely and that risks to data privacy are identified +and addressed. Our Directors are of the view that, during the Track Record Period and up to +the Latest Practicable Date, we were in compliance with all applicable PRC laws and +regulations with respect to privacy and personal data protection in all material respects. +We retain personal information only for the duration of time necessary and take steps to +ensure the security of personal information during transmission and storage. We have an access +control policy to prevent unauthorized access to personal information, and users have the right +to access, correct, delete and withdraw consent for their personal information. We do not +disclose personal biometric information, race, ethnicity, political opinions, religious beliefs, or +other sensitive personal data analysis results. +Engagement of Third Parties +From time to time, we engage third-party service providers to process personal +information. We require these third parties to comply with our data security and privacy policy. +Our policy includes a risk management process to identify and assess potential risks and a +security management system to address those risks. We also have a system in place to evaluate +the credentials and track record of service providers to reduce non-compliance risks. +Personnel +We have implemented hiring protocols to ensure that only trustworthy individuals are +hired and assigned to handle personal information. Our policy outlines the security controls +associated with the hiring of personnel, including security responsibilities and standards of +conduct for regular employees, outsourced personnel and third-party personnel. All employees +are required to undergo appropriate pre-employment screening. +Our Data Protection Policies +We have established strict data protection policies to ensure that the collection, use, +storage, transmission and dissemination of data are in compliance with applicable laws and +prevalent industry practice. All data used and kept during our business operation are divided +into different levels of confidentiality. We adopt comprehensive management measures for +labeling, storing, printing, transferring and approving procedures for our data according to the +level of its confidentiality. +We have also established internal systems to safeguard data we obtained, including data +of end users we collected during the provision of our products and our collaboration with CROs +during clinical trials. Our data privacy and protection measures primarily include (i) the +establishment of internal systems to safeguard our confidential information and sensitive +content. We have emphasized the corresponding codes of conduct in our employee handbook +to which all employees are obliged to conform; (ii) the application of an encryption software +BUSINESS +– 188 – + + +--- page 200 --- +to which we have procured to encrypt and protect all corporate data related to our operations. +External transmission is only permitted after submitting a decryption request and receiving +approval following our management review; and (iii) the adoption of defined specific clauses +that explicitly regulate the de-identification and control of sensitive information when signing +contracts with external third-parties. In addition, we limit the amount of personal information +collected to what is necessary for our business functions and respect our users’ right to choose +and obtain their consent before collecting their personal information. +Our Compliance with Relevant Regulations on Data Input and Output +The collection and transfer of data is subject to various regulatory restrictions in the PRC. +At present, we do not harvest data from third parties or use tools to obtain data from the +internet. In our data collection process, we do not engage in activities that compromise network +security, such as illegally intruding into other networks or stealing network data. Our activities +regarding the handling of personal information in various businesses and products are in +accordance with the basic principles set forth in the Personal Information Protection Act (ࡈ +). We inform end users and collaborators (such as CROs) of the rules for +handling personal information and the circumstances under which their personal information +may be shared with third parties through our privacy policy, on-screen notices, and terms and +conditions. We obtain consent from end users and collaborators for data collection and +handling through written authorizations. The written authorizations stipulate the reasons for the +necessity to share the information with third parties. In addition, we provide the appropriate +informed consent disclosures for our clinical trial and review any informed consent templates +provided by research institutions. +To ensure the security of personal information, we have an information security +verification mechanism for onboarding our suppliers. We have committed to verifying the +legitimacy and data security capabilities of third parties before entrusting them with the +processing of personal information and sign data entrustment agreements with them. +We share patients’ training and evaluation data with medical institutions in collaborative +research and development projects. We have implemented internal systems and procedures for +cybersecurity, data security and the protection of personal information. Our collaborators’ joint +processing of data is subject to the requirements of these internal systems. In addition, we enter +into cooperation agreements with co-processors to ensure alignment with our respective +requirements regarding privacy rights and obligations. +As advised by our PRC Legal Advisors, we do not fall within the “important industries +and sectors” specified in Article 2 of the Regulations on the Security Protection of Critical +Information Infrastructure. Nor do we fall within the category of “other important network +facilities or information systems” that may seriously endanger national security, the national +economy, people’s livelihoods or the public interest if compromised. Accordingly, we do not +constitute an operator of critical information infrastructure, nor do we constitute a “network +operator” as defined under Article 76 of the Cybersecurity Law of the PRC, and therefore do +not fall within the circumstances requiring declaration for cybersecurity review under Article +2 of the Cybersecurity Review Measures. In addition, in the course of our daily business +operations, we do not possess personal information of more than one million users, nor do we +constitute a network platform operator. As such, we do not fall within the circumstances +requiring declaration for cybersecurity review under Article 7 of the Cybersecurity Review +Measures. Taking into account the type, nature, purpose and scale of our data processing +activities, the likelihood that our data processing activities would affect national security is +relatively low, and accordingly, the likelihood of regulatory authorities initiating a +cybersecurity review against us is low. As of the Latest Practicable Date, we had not received +any notice from regulatory authorities determining that we constitute, or may constitute, an +operator of critical information infrastructure, nor had we received any notice from any +competent authority conducting a review or determination that we, as a network platform +operator, affect or may affect national security. We had also not received any written notice +from our industry authorities or regulatory authorities requiring us to undergo a cybersecurity +review. If regulatory authorities were to initiate a cybersecurity review against us, we would +actively cooperate with such review and, in accordance with regulatory requirements, take +effective measures to eliminate any factors that affect or may affect national security. Based on +the foregoing, our PRC Legal Advisors are of the view that we are not currently required to +apply for a cybersecurity review. +BUSINESS +– 189 – + + +--- page 201 --- +In the course of our business operations, we do not engage in data processing activities +that affect or may affect national security, and therefore do not fall within the circumstances +requiring declaration for a national security review under Article 24 of the Data Security Law +of the PRC. We do not collect “important data” as defined under the Measures for Security +Assessment of Data Exports, nor have we engaged in any activities involving the provision or +transfer of important data or relevant personal information outside the PRC. Accordingly, as +advised by our PRC Legal Advisors, we do not meet the applicability prerequisites under +Article 2 of the Measures for Security Assessment of Data Exports, nor do there exist any +circumstances that fall within the situations requiring a data export security assessment as +prescribed under Article 4 thereof. Therefore, our PRC Legal Advisors are of the view that (i) +we are not currently required to apply for a data export security assessment; (ii) we are +currently not subject to the filing requirement of the Measures for Security Assessment of Data +Exports or other laws and regulations relating to cross-border data transmission; and (iii) +during the Track Record Period and up to the Latest Practicable Date, we had complied with +applicable laws and regulations relating to cybersecurity and data protection, and we had not +been subject to any administrative penalties for violations relating to data security or data +protection. +MANUFACTURING +In light of the changes in market demand and our sales targets, our marketing team +formulates sales forecasts from time to time. The production department then executes +production plans in compliance with the sales forecasts, confirmed customer orders and +inventory levels. In addition, our production team maintains close liaison with our R&D +department since the early stages of production development to streamline production +efficiency and quality. +Manufacturing Facility +As of the Latest Practicable Date, we had one major manufacturing base located in +Zhuhai, with the gross floor area of our manufacturing site of approximately 3,682 square +meters. The facility serves as the core of our production system, supporting the manufacturing +of products across our commercialized products, including our Core Product, other surgical +robots, and disposables. As of the Latest Practicable Date, our Zhuhai production base +remained GMP-compliant. +Our Zhuhai production base functions as the principal manufacturing hub, focusing +primarily on components assembly and product commissioning to which we procured from our +suppliers. We have set up a professional manufacturing team, who have undergone proper +training. We have commissioned GMP-compliant third parties for the production of +disposables during the Track Record Period, and did not engage in any in-house production of +such materials. After the Track Record Period and as of the Latest Practicable Date, we +expanded a dedicated production cleanroom for the large-scale production of medical +disposables, and had received approval for the expanded production facility. As of the Latest +Practicable Date, we were in the process of applying for the production of specific disposable +products and the expanded facility had not commenced commercial production. +We continue to strengthen our manufacturing capabilities and operational management +through vertical integration, lean manufacturing, and intelligent production initiatives. These +efforts have enabled us to establish comprehensive systems for quality management, lean +production and smart manufacturing, ensuring consistent product quality, high efficiency and +operational excellence across all production bases. +Manufacturing Capacity +The table below sets forth the production capacity utilization rates of our manufacturing +facilities: +2024 2025 +Manufacturing +capacity +Manufacturing +volume +Utilization +rate +Manufacturing +capacity +Manufacturing +volume +Utilization +rate +(units) (units) (units) (units) +50 40 80% 50 36 72% +BUSINESS +– 190 – + + +--- page 202 --- +Notes: +(1) Manufacturing capacity is calculated based on the assumptions that our manufacturing facility operates (i) 8 +hours a day, and (ii) 258 days a year. +(2) Utilization rate is calculated by dividing manufacturing volume by the manufacturing capacity for the same +year. +Our actual production output is determined based on our forecast market demand, with an +additional buffer of safety inventory maintained to address unexpected demands or +contingencies. Our manufacturing capacity utilization rate decreased in 2025 as compared to +2024, primarily as (i) we were still at an early stage of commercialization and market +development, resulting in relatively limited demand, and (ii) we took a prudent approach to +prioritize the digestion of surplus inventory of surgical robots manufactured in 2024. +During the Track Record Period and up to the Latest Practicable Date, the Zhuhai +manufacturing base operated two production lines for robotic products, one of which was used +for commercial mass production, while the other was used for product validation, process +optimization, trial production of new products and support of quality control activities and did +not participate in routine mass production. As an increasing number of our products are +commercialized and market acceptance and demand for our Core Product continue to grow, we +expect that greater production capacity will be required to meet our manufacturing needs in the +future. We plan to expand our production capacity by temporarily deploying the second +production line into mass production and adding additional production lines as needed. +SALES AND MARKETING +As of the Latest Practicable Date, we had built a customer base spanning 23 key provinces +in China, primarily consisting of domestic distributors. We maintain long-term and stable +relationships with our customers and are dedicated to expanding our customer network through +exhibitions, academic conferences, and strategic partnerships. Given the broad range of +healthcare environments where our products can excel, we have developed a flexible and +multi-channel sales and marketing strategy to target differentiated commercialization +pathways, which in turn will accelerate our market penetration. +Sales Channel +We primarily sell our products to end customers through distributors in China. During the +Track Record Period, all of our revenue from product sales was generated from sales to +distributors. According to CIC, our sales model is in line with industry practice. +Sales to Distributors +We generally sell our products, including our surgical robots and disposables used in +conjunction with our surgical robots, to distributors. The relationships between distributors and +us are categorized as seller-buyer relationships — they buy our products from us and then resell +the products to end customers, including hospitals and medical institutions. Our distributors +maintain a “buy-out” model with us and they must hold valid medical device operation licenses +and comply with applicable laws and regulations. We were at the initial stage of market +promotion during the Track Record Period, during which it is difficult to achieve scaled sales. +In order to achieve our long-term business objectives, it is necessary to engage customers at +an early stage. Typically, with respect to innovative products like ours, after a two- to +three-year cycle of market promotion can clinical demand be converted into actual sales orders. +According to CIC, such marketing promotion cycle is consistent with industry norm. During +this period, it is necessary for us to work jointly with distributors to conduct in-depth market +development activities, including academic promotion, physician education, clinical +department validation, hospital procurement application and inclusion in hospital budgets, as +well as other preparatory work. In order to effectively develop the market, in line with industry +practice, it is necessary to establish a distributor network in advance of project tenders, +leveraging distributor channels to empower our sales efforts. As of the Latest Practicable Date, +we had engaged and cooperated with a total of 27 distributors in China despite a small sales +volume during the Track Record Period. +BUSINESS +– 191 – + + +--- page 203 --- +Movements of Distributors +The following table sets forth the movement in the number of our distributors during the +years indicated: +Y ear ended December 31, +2024 2025 +Distributors at the beginning of year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110081 9 +Addition of new distributors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 6 +Termination of existing distributors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100nil nil +Distributors at the end of year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 25 +In 2024 and 2025, we engaged 11 and six new distributors, respectively. Fluctuations in +the number of our distributors during the Track Record Period generally reflected the growing +market demand and our expanding distribution network. +In 2024 and 2025, the revenue generated from our sales to distributors amounted to +RMB1.8 million and RMB12.1 million, respectively, accounting for 100.0% and 100.0%, +respectively, of our total revenue from product sales during the same years. Most of our +distributors were specialized in the sales of medical devices with extensive local sales +networks and professional after-sales capabilities. +We consider our distributors to be our customers because we sell products to them +directly, and they take ownership upon purchase. Distributors are generally required to make +the upfront payment prior to product delivery. We generally do not accept product returns +except for quality issues confirmed by us. Each distributor is required to sign the project +authorization agreement to specify the respective designated sales area and the scope of the +authorized product under its distribution agreement. +In 2024 and 2025, four and five of our five largest customers of each year were +distributors. See “—Our Customers” for details. +Our Contracts with Distributors +We typically grant project authorization letters and execute sales contracts with our +distributors. +The salient terms of our standard project authorization letters and sales contracts are set +out below: + Duration . The duration of the authorization agreement is typically one year, subject +to annual review and renewal upon expiration. + Authorization area . We normally designate and authorize distribution areas, at +provincial or municipal levels, or to end users, for our distributors. They are granted +exclusive or non-exclusive rights to sell our products within their respective +designated areas. Cross-regional sales without prior written consent are prohibited. + Pricing . We determine product price and may adjust it in response to fluctuations in +our costs, exchange rate or market environment. + Logistics . We deliver products to distributors’ licensed warehouses or designated +customer sites. Title and risk transfer to the distributor upon delivery and +acknowledgment of receipt. + Payment . Distributors are generally required to pay an upfront payment via bank +transfer before shipment. + Training and service . We provide products, installation service and clinical service +training to end users. We also provide after-sales services to end users in accordance +with the sales contracts. +BUSINESS +– 192 – + + +--- page 204 --- + Compliance and confidentiality . Distributors are required to comply with our +anti-bribery, fair competition and confidentiality policies, and refrain from +disclosing commercial terms or pricing to any third parties. + Exclusivity and competing products . We do not allow distributors to sell or promote +competing products without our authorization during the agreement term. + Return policy . We generally do not accept product returns unless there is a quality +issue attributable to us. As advised by CIC, such a return policy conforms with +industry practice. + Termination . We reserve the right to terminate agreements if distributors violate +contract terms, including any unauthorized cross-regional sales, violation of quality +requirements, or misrepresentation. +Distributor Management +We exercise full control over the commercialization strategy of our Core Product. Under +our marketing center, the marketing department conducts market research on medical service +institutions in each region and formulates regional business development objectives by taking +into account factors such as population density, economic conditions, healthcare standards and +specialty capabilities in different regions. The sales department under the marketing center +establishes dedicated sales teams and, based on the relevant business development objectives, +formulates customer development plans, evaluates and authorizes distributors with the +requisite capabilities, and jointly conducts promotional activities targeting end-user customers. +Our clinical technical support department maintains close engagement with end-user medical +institutions and provides technical support down to the level of surgical case analysis, as well +as on-site training services, thereby establishing our technical capability among customers. +We have established a rigorous and structured distributor management system, focusing +on the following key aspects: + Rigorous selection . We evaluate and select distributors through due diligence, +qualification review and interviews. Our criteria for the selection of distributors +primarily include: (1) possession and continued maintenance of valid business +qualifications, including but not limited to business license, a medical device +distribution license (where Class III medical devices are distributed), and filing +certificate for the distribution of Class II medical devices (where Class II medical +devices are distributed); (2) strong business development capabilities and ability to +work in close coordination with our sales team to achieve effective market +promotion, together with sound after-sales service capabilities (including the ability +to provide independent on-site procedural support); (3) prior experience in the +distribution of large medical equipment; and (4) a good social credit standing. We +issue authorization letters to qualified distributors that meet our criteria. The term +of the authorization letter is shorter than the validity period of the distributor’s +licenses. As a result, all our distributors held valid licenses during the Track Record +Period and up to the Latest Practicable Date. + Regular observation . We typically observe distributors’ compliance with the project +authorization letters and financial status from time to time and may review these +indicators in accordance with our distribution policies. + Regional control . We prohibit any unauthorized sales. +During the Track Record Period, all our sales of our Core Product was conducted through +distributors. We strive to mitigate and prevent our over-reliance on certain distributors through +the following measures: + Developing or terminating distributor authorization based on the principle of actual +contribution to our business development; and +BUSINESS +– 193 – + + +--- page 205 --- + Strategically structuring the distributor network in each region. Depending on the +scale of customer resources, we may establish business relationships with multiple +distributors, with a combination of project-based distributors and regional +distributors. +Inventory Control +We manage our distributors’ procurement strictly adhering to the business needs from end +users to ensure that distributor purchases are reflected by actual market demand and to avoid +stock accumulation. Our sales and marketing personnel will communicate with distributors on +inventory levels in accordance with the actual needs of end users. During the Track Record +Period and up to the Latest Practicable Date, we had not observed any material inventory +buildup among our distributors. +Anti-Cannibalization +We manage the risk of cannibalization between direct sales and sales through distributors +and between distributors through the following measures: + We do not engage in direct sales in general. The primary role of our in-house sales +team is to establish and manage the distributor network by identifying and +developing distributors, and oversee our sales channels; + At all times, we ensure full-process management of each project. Our sales team +records the basic information and progress of each project in the customer +management system, enabling us to monitor all key milestones on a real-time basis; + We issue project-specific authorization letters to our project-based distributors. The +use of an authorization letter ensures that each project is assigned to a single +authorized distributor, effectively preventing multiple distributors from promoting +the same end user or channel conflicts between distributors and our in-house sales +team in respect of the same project; and + Designated regional distributors are also required to obtain project-specific +authorization from us on a case-by-case basis, which also avoids multiple +distributors from approaching the same end user. +Sub-distributors +To further extend our market reach and strengthen service coverage, we allow authorized +distributors to engage sub-distributors within their designated territories. Sub-distributors must +hold valid medical device operation licenses and comply with applicable local laws and +regulations. +While the sub-distribution agreements shall be executed directly between the distributor +and its sub-distributors and we will not be a contractual party, we will exercise indirect +management to the sub-distributors through the project authorization agreement granted to our +distributors. We require them to oversee their sub-distributors’ sales practices, quality control +and compliance performance, and to promptly report any irregularities. During the Track +Record Period and up to the Latest Practicable Date, we did not have any sub-distributor. +Distributor Independence +We uphold strict principles of independence, fairness and transparency in distributor +engagement. In accordance with our internal policies and the requirements, no distributor may +be owned or controlled by any of our current employees or their immediate family members. +To the best of our knowledge, during the Track Record Period and up to the Latest +Practicable Date, all of our distributors were Independent Third Parties. +BUSINESS +– 194 – + + +--- page 206 --- +Compliance with the Two-Invoice System +According to the relevant regulations, the “two-invoice system” primarily applies to the +circulation of pharmaceutical products, and only a limited number of provinces (including +Fujian, Shaanxi, Shanxi and Anhui) have implemented the “two-invoice system” in respect of +high-value medical consumables. See “Regulatory Overview—Laws and Regulations Relating +to Medical Devices—Two-Invoice System”. Our percutaneous puncture surgical robots are +reusable medical devices, rather than pharmaceuticals or medical consumables, and therefore +are not subject to the requirements of the “two-invoice system.” +Although our single-use disposable products are classified as medical consumables, they +were not designated by the relevant regulatory authorities as high-value medical consumables +subject to the “two-invoice system” as of the Latest Practicable Date. In addition, as of the +Latest Practicable Date, we had not sold any medical consumables in Fujian, Shaanxi, Shanxi +or Anhui Provinces. Our PRC Legal Advisors are of the view that we had complied with the +“two-invoice system” during the Track Record Period and up to the Latest Practicable Date. +Sales and Marketing Team +We had established an in-house sales and marketing team comprising 51 members as of +the Latest Practicable Date to provide our end customers with dedicated support. Our sales and +marketing team is divided into various functions covering different geographic regions and +different channels. We provide our sales and marketing personnel with comprehensive training +covering our corporate culture, product pipeline, medical theories, collaboration resources, +price system and marketing system. +Pricing +Revenue from our surgical robots is one-off, while revenue from consumables is +recurring. Along with the development of our surgical robots, we have designed device- +specific, single-use sterile consumables that enable more precise puncture procedures and +eliminate the need for repeated sterilization. This revenue model is in line with the revenue +model adopted by leading players in the industry. +The pricing of our commercialized products, including our Core Product, takes into +account a comprehensive set of factors, including production cost, target profit margins, our +operational support and required maintenance services, as well as the clinical and economic +value of our products. We maintain a nationwide unified pricing system to ensure fairness, +transparency and brand consistency. +The various models of our Core Product are priced separately based on their respective +positioning and application scenarios. As of the Latest Practicable Date, TH-S1, TH-S and +TH-S Pro had all been involved in actual tender and bidding projects, which has validated the +reasonableness of their respective pricing ranges. We review and adjust our prices periodically +based on material cost fluctuations, exchange rate movements, new product launches or +changes in procurement policies. Any material price adjustments must be approved internally, +ensuring consistency with both our global pricing strategy and compliance requirements in +different jurisdictions. With respect to our other product candidates, we expect to roll out a +detailed pricing strategy as they advance towards commercialization. +As of the Latest Practicable Date, there was no nationwide medical insurance +reimbursement list or uniform medical service fee schedule applicable to our products. Even +if a national-level framework were to be established in the future, the inclusion of our products +into medical insurance reimbursement programs would still be subject to separate +determinations by individual provinces or regions, each of which would be required to +formulate its own reimbursement scope and pricing arrangements. Accordingly, we cannot +determine whether, or when, our products may be included in medical insurance reimbursement +programs. Inclusion of our products in medical insurance reimbursement programs, if +achieved, would be expected to significantly increase the volume of robotic-assisted surgeries +by improving patient accessibility. While such inclusion may involve price negotiations and +could result in downward pressure on hospital-charged fees, we believe the overall impact on +BUSINESS +– 195 – + + +--- page 207 --- +our business and financial performance would be favorable, given (i) the anticipated +substantial increase in sales volume of our products, and (ii) limited decreases in ex-factory +prices due to potential reduced reliance on distributors arising from direct sales to hospitals. +After-sales Service +To ensure and monitor the proper use of the products by our end customers, we offer +after-sales services covering customer services and technical support with respect to our +products. Our free after-sales services of our products are covered under product warranty, +which generally last for one year. After the expiration of the relevant warranty, we are entitled +to charge technical service fees pursuant to the service agreements, which will be recognized +as revenue from technical services. Our after-sales services primarily comprise (i) the +establishment of the standardized service process from product packaging, shipping, +transportation, installation, to product debugging at end users’ sites; (ii) curated and tailored +customer training plans which empower end users with essential knowledge to the performance +of products before commencing operations; and (iii) clinical guidance to end users to ensure +all issues and feedback from the end users will be addressed in a timely and responsive manner. +During the Track Record Period and up to the Latest Practicable Date, we did not receive any +major customer complaints in connection with the use of our products. When we launch new +products, we conduct extensive training for the personnel in our sales and marketing, clinical +support and after-sales engineering departments to ensure that they provide accurate and +exceptional after-sales support to our distributors and end customers. +Product Warranty, Return and Exchange +We generally provide a one-year warranty period from the delivery of our products, +during which we will provide complementary repair services except for repairs for man-made +damages or damages caused by force majeure events. In general, we do not accept product +returns or exchanges unless there is a quality issue attributable to us. During the Track Record +Period and up to the Latest Practicable Date, we had not experienced any material product +return from our customers. +Tender and Bidding +The typical procurement process of our cooperating hospitals and medical institutions +includes: identification of needs and project initiation — budgeting — establishment of a +procurement working group — in-depth research and evaluation — tendering — bid evaluation +and negotiation — selection of the supplier. +The procurement cycle typically spans two to three years. Hospitals and medical +institutions usually adopt a comprehensive evaluation approach, which takes into account +technical, commercial and pricing elements, each subject to specific requirements. During the +Track Record Period, our products participated in six tender processes, comprising 3 for TH-S, +1 for TH-S Pro, 1 for TH-P, and 1 for TH-X MW; and were awarded five tenders, save for 1 +bid for TH-S in 2025, representing a winning rate of 83.3%. Subsequent to the Track Record +Period and up to the Latest Practicable Date, our products participated in three tender processes +and were awarded two tenders, including one TH-S1 and one TH-S, with the result of the +remaining one still pending. Due to the limited number of tender samples, such winning rate +does not have statistical significance and may not indicate our future winning rates. +During the Track Record Period and up to the Latest Practicable Date, our bids were +primarily submitted through our distributors. Six out of the seven successful bids have +generated revenue. The total revenue generated from such successful bids during the Track +Record Period and up to the Latest Practicable Date was RMB11.3 million. We have +implemented comprehensive internal control measures encompassing the entire lifecycle of the +tender process, including (i) strict authorization process for participating distributors to ensure +they possess the requisite and lawful distributorship qualifications for the specific tender; (ii) +strict oversight over the scope of use and circulation of our key qualification documents; (iii) +centralized management and oversight on the bidding prices submitted by our distributors; and +(iv) standardization of all technical parameters included in the tender documents. +BUSINESS +– 196 – + + +--- page 208 --- +CUSTOMERS +During the Track Record Period, our customers primarily consisted of distributors in +China. We typically enter into sales agreements with our customers and grant credit terms on +a case-by-case basis determined by our internal assessment. The credit terms we offer to +different customers, which are distributors, vary significantly. Due to differences in hospital +size, financial condition and geographic location, the commercial terms set out in contract +templates adopted by different end-user hospitals vary significantly, which also results in +material differences in credit terms to offer to our customers, which are distributors. In +addition, sales of disposables are typically conducted on a delivery-upon-payment basis and +generally do not involve any credit period. +In 2024 and 2025, the total revenue generated from our five largest customers in each year +was RMB1.8 million and RMB11.7 million, respectively, accounting for 100.0% and 96.4%, +respectively, of our total revenue for the same years. During the same years, revenue generated +from our single largest customer of each year amounted to RMB1.6 million and RMB4.8 +million, respectively, representing 88.9% and 39.2%, respectively, of our total revenue for the +same years. See “Risk Factors—Risks Relating to Our Operations—A limited number of +customers accounted for a substantial portion of our revenue during the Track Record Period, +and any decreases in our future sales to them could adversely affect our financial condition and +results of operations” for details. +The following table sets forth details of our five largest customers in each year during the +Track Record Period: +For the year ended December 31, 2024 +Customer Product Provided +Commencement +of Business +Relationship Credit Term +Revenue +Contribution +Percentage of +Total Revenue +(RMB’000) (%) +Customer A Sales of medical +devices +2024 0-180 days 1,593 88.9 +Customer B Sales of disposables 2024 Advance +payment +120 6.7 +Customer C Sales of disposables 2024 Advance +payments +73 4.1 +Customer D Sales of disposables 2022 Advance +payments +5 0.3 +Total 1,791 100.0 +For the year ended December 31, 2025 +Customer Product Provided +Commencement +of Business +Relationship Credit Term +Revenue +Contribution +Percentage of +Total Revenue +(RMB’000) (%) +Customer E Sales of medical +devices +2025 0-15 working +days +4,779 39.2 +Customer F Sales of medical +devices and +disposables +2025 Advanced +payment for +disposables; +0-90 days +for medical +devices +3,024 24.8 +Customer G Sales of medical +devices +2024 0-12 months 1,593 13.1 +Customer B Sales of medical +devices +2024 0-30 working +days +1,416 11.6 +Customer H Sales of medical +devices +2025 0-5 days 929 7.7 +Total 11,741 96.4 +BUSINESS +– 197 – + + +--- page 209 --- +Notes: +Customer A is one of our distributors, a private company founded in China that engages in the provision of technical +services, with a registered capital of RMB5 million and registered office in Beijing; +Customer B is one of our distributors, a private company founded in China that engages in the wholesale of +pharmaceuticals and sales of devices, with a registered capital of RMB5 million and registered office in Yichun, +Jiangxi Province; +Customer C is one of our distributors, a private company founded in China that engages in the wholesale of +pharmaceuticals and sales of devices, with a registered capital of RMB5 million and registered office in Xinyu, +Jiangxi Province; +Customer D is one of our distributors, a private company founded in China that engages in the sales of medical +devices, with a registered capital of RMB2 million and registered office in Shangrao, Jiangxi Province; +Customer E is one of our distributors, a private company founded in China that engages in the sale of medical +devices, among others, with a registered capital of RMB3 million and registered office in Guiyang, Guizhou +Province; +Customer F is one of our distributors, a private company founded in China that engages in the provision of technical +consultancy and sale of medical devices, among others, with a registered capital of RMB2 million and registered +office in Guangzhou, Guangdong Province; +Customer G is one of our distributors, a private company founded in China that engages in the sale of specialized +equipment and medical devices, among others, with a registered capital of RMB10 million and registered office in +Guangzhou, Guangdong Province; and +Customer H is one of our distributors, a private company founded in China that engages in the provision of sale of +chemicals and medical devices, among others, with a registered capital of RMB15 million and registered office in +Guangzhou, Guangdong Province. +To the best knowledge of our Directors, each of our five largest customers for each year +during the Track Record Period is an Independent Third Party. None of our Directors, their +close associates or any Shareholder which, to the knowledge of our Directors, owns more than +5% of our share capital had any interest in any of our five largest customers in each year during +the Track Record Period. +SEASONALITY +The sales of our products are not subject to significant seasonality. +OUR SUPPLIERS AND PROCUREMENT +Raw Materials and Supplier Selection +We procure raw materials from domestic suppliers according to our product development +plans. Our raw materials for our products primarily include hardware components. +For the selection and management of raw material suppliers, we maintain a list of +qualified suppliers and review their qualifications on an annual basis by taking into +consideration their production capacity, production quality, product delivery and feedback +efficiency, pricing, reputation and compliance with applicable regulations and industry +standards. Our functional departments will initiate the purchase plan of raw materials based on +the status of research and development activities and our inventory level. Our procurement +department is primarily responsible for placing orders with qualified suppliers and managing +suppliers. Our QA and QC teams are also involved in the procurement process and participate +in raw material quality control. To monitor the quality of suppliers, we implemented a +standardized operating system, setting out the procedures and guidelines for the procurement +and acceptance of raw materials, quality control inspection, warehousing, testing and storage. +Our Suppliers +During the Track Record Period, our suppliers primarily consisted of (i) CROs; (ii) +suppliers of raw materials in connection with our manufacturing; and (iii) providers of sales +and marketing services. We have established stable relationships with many of our key +suppliers. +BUSINESS +– 198 – + + +--- page 210 --- +In 2024 and 2025, the aggregate purchase amount from our five largest suppliers in each +year was RMB23.3 million and RMB26.4 million, respectively, accounting for 30.8% and +34.9%, respectively, of our total purchases for the same years. During the same years, the +purchase amount from our single largest supplier in each year amounted to RMB6.6 million +and RMB9.0 million, respectively, representing 8.7% and 11.9%, respectively, of our total +purchases for the same years. +The following table sets forth details of our five largest suppliers in each year during the +Track Record Period: +For the year ended December 31, 2024 +Supplier +Product/Service +Supplied +Commencement +of Business +Relationship Credit Term +Purchase +Amount +Percentage +of Total +Purchases +(RMB’000) (%) +Supplier A Raw materials 2023 Advanced +payment or +five days upon +the invoice +6,581 8.7 +Supplier B Raw materials 2024 Upon invoice 5,562 7.3 +Supplier C Raw materials 2018 Advanced +payment +4,464 5.9 +Supplier D Property rental 2021 Advanced +payment +3,464 4.6 +Supplier E Sales and marketing +activities +2022 Advanced +payment +3,262 4.3 +Total 23,333 30.8 +For the year ended December 31, 2025 +Supplier +Product/Service +Supplied +Commencement +of Business +Relationship Credit Term +Purchase +Amount +Percentage of +Total +Purchases +(RMB’000) (%) +Supplier C Raw materials 2018 Advanced +payment +9,033 11.9 +Supplier A Raw materials 2023 Advanced +payment or five +days upon the +invoice +7,349 9.7 +Supplier F Raw materials 2021 Advanced +payment or +0-10 days +3,544 4.7 +Supplier G Clinical trial services 2020 0-10 working +days +3,302 4.4 +Supplier D Property rental 2021 Advanced +payment or 0-7 +days +3,205 4.2 +Total 26,433 34.9 +Notes: +Supplier A is a private company founded in China that engages in the system integration of automated equipment and +industrial robots for flexible manufacturing, with a registered capital of RMB5 million; +Supplier B is a private company founded in China that engages in the manufacturing of non-ferrous metal alloys, with +a registered capital of RMB2 million; +Supplier C is a private company founded in China that engages in the technological development of medical devices, +with a registered capital of RMB1 million; +BUSINESS +– 199 – + + +--- page 211 --- +Supplier D is a private company founded in China that engages in the property rental, with a registered capital of +RMB10 million; +Supplier E is a private company founded in China that engages in the provision of tourism services, with a registered +capital of RMB50 million; +Supplier F is a private company founded in China that engages in the manufacturing of Class I, Class II and Class +III medical devices, with a registered capital of RMB1 million; +Supplier G is a private company founded in China that engages in technical services, sales of medical devices and +clinical trial services, with a registered capital of RMB5 million. +To the best knowledge of our Directors, each of our five largest suppliers for each year +during the Track Record Period is an Independent Third Party. To the best knowledge of our +Directors, none of our Directors, their close associates or any Shareholder which, to the +knowledge of our Directors, owns more than 5% of our share capital had any interest in any +of our five largest suppliers in each year during the Track Record Period. +QUALITY CONTROL +We have established our own quality control system and devoted significant attention to +quality control. We have set a strict and comprehensive quality control manual in accordance +with the standards such as the GB/T 42061-2022, the ISO13485-2016, NMPA regulations and +other applicable regulations and standards on the quality management system of medical +devices covering designing, research and development, purchasing, manufacturing, sales and +marketing, and transportation of our products and product candidates. Our management team +is actively involved in setting quality control policies and managing our internal and external +quality performance. +We have also established internal policies that require our employees to comply with all +applicable anti-bribery and anti-kickback laws and regulations. Under our agreements with +external business partners, our business partners are also required to comply with all applicable +laws and regulations, such as anti-bribery and anti-kickback laws and regulations. +COMPETITION +We operate in a fast-growing market, resulting from increasing needs for, and prevalence +of, surgical robots. While we believe our innovative platform provides us with competitive +advantages, we face potential competition with international and domestic surgical robot +companies. We compete primarily based on our R&D capabilities, the clinical performance of +our products, our ability to commercialize products and brand recognition. Any products that +we successfully develop and commercialize will face competition from novel products that +may become available in the future. See “Industry Overview” for details. +INTELLECTUAL PROPERTY +Intellectual property rights are the basis for the success of our business, and we are +committed to the development and protection of our intellectual property. Our success depends +in part on our ability to obtain and maintain patents and other intellectual property and +proprietary protections for commercially important technologies, inventions and know-how. +Our success also depends in part on our ability to defend and enforce our patents, preserve the +confidentiality of our trade secrets and operate without infringing, misappropriating or +otherwise violating the valid, enforceable intellectual property rights of third parties. +As of the Latest Practicable Date, we owned (i) 206 issued patents in China, five in other +jurisdictions, and (ii) 33 pending patent applications in China. See “Statutory and General +Information—B. Further Information about Our Business—2. Our Material Intellectual +Property Rights” for details. +BUSINESS +– 200 – + + +--- page 212 --- +As of the Latest Practicable Date, with respect to our Core Product, we owned 14 material issued patents in China. All of our material patents +and patent applications are developed by our full-time employees in-house, who are the registered inventors of the relevant patents. We collaborate +with universities from time to time on fundamental technologies, which are not directly related to any of our material patents and patent application s. +The following table sets forth the portfolio of patents and patent applications material to our business operations as of the Latest Practicable Date : +Associated Product +Patent/Patent +Application +Scope of Patent/Patent +Application Jurisdiction Status +Application +Date Grant Date +Expiration +Date Owner +Developed for Core Product +and applied in Core Product +and key products /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +202111584355.6 Control Method, Control +Device, and Auxiliary +System for Robotic +Arm Used in Puncture +Surgery +China Granted December 23, +2021 +March 8, +2022 +December 23, +2041 +our Company +Developed for Core Product +and applied in Core Product +and key products /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +202110977438.5 Registration Method for +Body Surface +Positioning Device, +Puncture Guidance +Method, and +Equipment +China Granted August 24, +2021 +April 15, +2022 +August 24, +2041 +our Company +Developed for Core Product +and applied in Core Product +and key products /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +202210024323.9 3D Reconstruction +Methods and Systems +for Medical Images +China Granted January 11, +2022 +April 15, +2022 +January 11, +2042 +our Company +Developed for Core Product +and applied in Core Product +and key products /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +202210141016.9 End-effector Gripper and +Puncture Robot +China Granted February 16, +2022 +May 13, 2022 February 16, +2042 +our Company +Developed for Core Product +and applied in Core Product +and key products /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +202210141129.9 Puncture Needle Holder +and Puncture Robot +China Granted February 16, +2022 +May 13, 2022 February 16, +2042 +our Company +Developed for Core Product +and applied in Core Product +and key products /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +202210141124.6 Puncture Sleeve Holder +and Puncture Robot +China Granted February 16, +2022 +January 13, +2023 +February 16, +2042 +our Company +Developed for Core Product +and applied in Core Product +and key products /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +202210118435.0 Control Method, Control +Device, and Auxiliary +System for Robotic +Arms in Percutaneous +Procedures +China Granted December 23, +2021 +September 5, +2023 +December 23, +2041 +our Company +Developed for Core Product +and applied in Core Product +and key products /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +202310808690.2 CT Image Segmentation +Methods and Device +China Granted July 4, 2023 September 5, +2023 +July 4, 2043 our Company +BUSINESS +– 201 – + + +--- page 213 --- +Associated Product +Patent/Patent +Application +Scope of Patent/Patent +Application Jurisdiction Status +Application +Date Grant Date +Expiration +Date Owner +Developed for Core Product +and applied in Core Product +and key products /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +202311268780.3 A Medical Image +Registration Method +and Device Based on a +Body Surface +Positioning Device +China Granted September 28, +2023 +December 19, +2023 +September 28, +2043 +our Company +Developed for Core Product +and applied in Core Product +and key products /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +202311268808.3 Flexible Body Surface +Positioning Device and +Percutaneous Surgical +Navigation System +China Granted September 28, +2023 +December 26, +2023 +September 28, +2043 +our Company +Developed for Core Product +and applied in Core Product +and key products /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +202311710951.3 An End-effector for +Percutaneous Surgical +Robot +China Granted December 13, +2023 +February 13, +2024 +December 13, +2043 +our Company +Developed for Core Product +and applied in Core Product +and key products /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +202311709017.X A Method and Device for +Segmenting Surface- +Based Localization +Markers +China Granted December 13, +2023 +March 12, +2024 +December 13, +2043 +our Company +Developed for Core Product +and applied in Core Product +and key products /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +202410526257.4 Method for Identifying +Surface Landmarks, +Surgical Robot +Navigation Method and +Device +China Granted April 29, +2024 +July 16, 2024 April 29, +2044 +our Company +Developed for Core Product +and applied in Core Product +and key products /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +202411005271.6 A Medical Image +Segmentation Method +and Device +China Granted July 25, 2024 November 1, +2024 +July 25, 2044 our Company +Note: +1. Patent expiration date does not include any applicable patent term extensions. +BUSINESS +– 202 – + + +--- page 214 --- +The actual protection afforded by a patent varies on a claim-by-claim and jurisdiction- +by-jurisdiction basis and depends on many factors, including the type of patent, the scope of +its coverage, the availability of any patent term extensions or adjustments, the availability of +legal remedies in a particular jurisdiction, and the validity and enforceability of the patent. We +cannot provide any assurance that patents will be issued with respect to any of our patent +applications or any such patent applications that may be filed in the future, nor can we provide +any assurance that any of our issued patents or any such patents that may be issued in the future +will be commercially useful in protecting our product candidates and methods of +manufacturing the same. See “Risk Factors—Risks Relating to Our Intellectual Property +Rights” for a description of risks related to our intellectual property. +A freedom-to-operate search and analysis (“ FTO Analysis ”) has been conducted in China +in relation to our Core Product and our key products. Based on the FTO analysis, our Directors +are of the view that there are no valid or enforceable patents of any third party in China +covering the structures or indications comparable with our Core Product and key products. +During the Track Record Period and up to the Latest Practicable Date, (i) we were not +involved in any legal, arbitral or administrative proceedings in respect of, and we had not +received notice of any material claims of infringement, misappropriation or other violations of +third-party intellectual property; and (ii) we were not involved in any proceedings in respect +of any intellectual property rights that may be threatened or pending and that may have an +influence on the research and development for any of our product candidates in which we may +be a claimant or a respondent. +EMPLOYEES +As of the Latest Practicable Date, we had 156 full-time employees, among whom 148 +were based in the Chinese Mainland and 8 were based in Macau. The following tables set forth +the number of our employees by function: +Function +Number of +employees +% of total +employees +R&D /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110071 45.5 +Sales and Marketing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110051 32.7 +Production /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 9.6 +General and administration /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 12.2 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100156 100.0 +In compliance with the applicable labor laws, we enter into individual employment +contracts with our employees covering matters such as wages, employee benefits, workplace +safety and grounds for termination. Our standard employment contract also contains a +confidentiality clause and an assignment clause, under which we own all the rights to all +inventions, technologies, know-how and trade secrets derived during the course of our +employee’s work. We also enter into standard non-compete agreements with the key members +of our management and R&D team. +To maintain a stable workforce and retain key personnel in our Company, we offer our +employees competitive remuneration packages. We offer remuneration packages based on +individuals’ qualifications and experiences and generally match the market rate for salary to +stay competitive in the labor market. We also take into consideration the long-term growth and +advancement of our employees and offer opportunities for both job promotion and technical +development. We have an internal training system, covering company, department and +post-level policies, procedures and professional knowledge. We also provide opportunities for +external training, such as industry forums/summits, special skills training, and various job +qualification trainings. We contribute to social security/insurance and housing provident funds +for or make pension or benefit payments to our employees in accordance with the applicable +laws and regulations in the jurisdictions we operate. +BUSINESS +– 203 – + + +--- page 215 --- +During the Track Record Period and up to the Latest Practicable Date, we did not +experience any strikes or labor disputes that had a material effect on our business. None of our +employees is currently represented by labor unions, and we consider our relations with our +employees to be good. During the Track Record Period and as of the Latest Practicable Date, +we had not engaged in any labor dispatch arrangements. We were in compliance with +applicable laws and regulations related to employment in all material aspects during the Track +Record Period and up to the Latest Practicable Date. +Contributions to Social Insurance and Housing Provident Funds through Third-party +Agencies +During the Track Record Period and as of the Latest Practicable Date, we had engaged +third-party agencies to make social insurance and housing provident fund contributions on +behalf of certain employees. This arrangement was primarily adopted to meet the needs of +certain employees to make such contributions in locations other than their place of +employment, and we have obtained written confirmations from the relevant employees. As of +December 31, 2025, a total of 14 employees had their social insurance and housing provident +fund contributions made through third-party agencies. The contribution bases applied by such +third-party agencies were consistent with the contribution bases applied by us for employees +whose social insurance and housing provident fund contributions were made directly by us. +Since May 2026, we have discontinued the use of third-party agencies for contributions and +made such contributions directly for our employees. +According to the Social Insurance Law of the PRC, an employer is required to apply for +social insurance registration for its employees with the social insurance administration agency +within 30 days from the date of employment. Where social insurance registration has not been +completed, the social insurance administration agency may determine the amount of social +insurance contributions payable. Where an employer fails to complete social insurance +registration, the social insurance administrative authority may order rectification within a +prescribed period, and if rectification is not made within such period, impose a fine ranging +from one to three times the amount of social insurance contributions payable. According to the +Regulations on the Administration of Housing Provident Funds, an employer is required to +complete housing provident fund contribution registration and establish or transfer housing +provident fund accounts for its employees within 30 days from the date of employment. Where +an employer fails to complete housing provident fund contribution registration or fails to +establish housing provident fund accounts for its employees, the housing provident fund +administration authority may order rectification within a prescribed period, and if rectification +is not made within such period, impose a fine ranging from RMB10,000 to RMB50,000. +Given that (1) the risk of us and our PRC subsidiaries being subject to comprehensive +retroactive collection, administrative penalties or compulsory enforcement by the competent +authorities as a result of engaging third-party agencies to make social insurance and housing +provident fund contributions is relatively low; (2) Ms. Cheong as our Controlling Shareholder +has provided a written undertaking to unconditionally and fully make up for any underpaid +social insurance and housing provident fund contributions, as well as any related fines, late +payment fees and compensation liabilities, and to fully indemnify us and our PRC subsidiaries +and branches against all economic losses incurred as a result thereof, so as to ensure that we +and our PRC subsidiaries and branches do not suffer any losses; and (3) we have discontinued +the use of third party agencies as of the Latest Practicable Date, our PRC Legal Advisors are +of the view that such incident does not constitute a material violation of laws or regulations, +does not have a material adverse effect on our business operations, and does not constitute a +material legal impediment to the Listing. +Furthermore, during the Track Record Period and as of the Latest Practicable Date, we +and our PRC subsidiaries and branches had certain instances where social insurance and +housing provident fund contributions for some newly hired probationary employees were not +completed within the month of commencement. Such contributions were duly commenced in +the following month. +BUSINESS +– 204 – + + +--- page 216 --- +Save for the above-mentioned incidents, during the Track Record Period and as of the +Latest Practicable Date, we had otherwise complied in all material respects with the relevant +requirements relating to social insurance and housing provident fund contributions. Our PRC +Legal Advisors are of the view that, given (1) the relatively low risk of comprehensive +retroactive collection, administrative penalties or compulsory enforcement by the competent +authorities arising from such incidents, (2) the above-mentioned written undertaking provided +by Ms. Cheong and (3) the rectification or planned rectification of such incidents, such +incidents do not constitute material violations of laws or regulations, do not have a material +adverse effect on our business operations, and do not constitute a material legal impediment to +the Listing. +INSURANCE +According to CIC, there is currently no specialized insurance product in the market that +is specifically tailored to product liability risks for percutaneous puncture surgical robots or +similar novel surgical robotic systems. This is primarily due to the fact that such products +remain at a relatively early stage of commercialization, and industry practice and risk-sharing +mechanisms are still evolving. In the absence of specialized product liability insurance for such +novel products, the allocation of relevant liabilities may be determined primarily in accordance +with applicable laws and regulations. According to applicable laws and regulations, we as the +manufacturer shall be liable for liabilities arising from defects inherent in our product, except +where the defect could not have been discovered based on the scientific and technological +standards prevailing at the time the product was placed into market. Where damage is caused +by medical personnel’s failure to perform their duties, the relevant hospital shall bear the +liability. +Our Directors are of the view that we maintain adequate insurance policies covering risks +in line with industry standards. We purchase medical device clinical trial liability insurance. +We do not maintain any liability insurance or property insurance policies covering our +equipment and facilities for losses due to fire, earthquake or any other disaster. Consistent with +industry norms, we do not maintain key-man life insurance for any member of our senior +management or business disruption insurance. While our Directors are of the view that our +existing insurance coverage is adequate and in line with the industry norms, it may, however, +be insufficient to cover all claims for product liability, damage to our assets, facilities and +equipment or employee injuries. See “Risk Factors—Risks Relating to Our Operations—Our +insurance coverage may not completely cover the risks relating to our business and operations” +for further details. +ENVIRONMENTAL, SOCIAL, HEALTH AND SAFETY MATTERS +Corporate and Sustainability Governance +The current nature of our business does not expose us to a substantial risk of +environmental, health or work safety matters, including climate-related matters, and we do not +expect the potential risks of such matters will have a material adverse impact on our business, +strategy and financial performance. +We recognize that environmental, social and governance (ESG) matters and sustainability +are fundamental to fostering growth and projecting our future success. We are dedicated to +being a frontrunner of ESG matters and sustainability and strengthening our impact by +alleviating environmental damage, embedding sustainability in operations and bringing high +standards of corporate governance to the communities. We acknowledge our responsibilities on +environmental protection, social responsibilities and are aware of the climate-related issues +that may have an impact on our business. We are committed to complying with ESG reporting +requirements upon Listing. +Our Board takes the overall responsibility for adopting and adjusting our overall ESG +vision and principles and is responsible for assessing and managing our ESG-related risks and +monitoring the compliance of our operations with environmental, health and safety laws and +regulations. We have also established an ESG working group comprising the department +managers of human resources and administration department, legal department, quality +department, production department and finance department, which are responsible for +formulating, coordinating, and promoting annual ESG and climate-related work, and required +to report on ESG issues to the Board at least once a year. +BUSINESS +– 205 – + + +--- page 217 --- +Materiality Assessment +To identify the needs and expectations of stakeholders and clarify the priority of ESG +issues to optimize resource allocation, we engaged an independent ESG consultant to assist us +in conducting a materiality assessment with reference to the reporting principles and ESG +issues set out in Appendix C2 to the Listing Rules. This materiality assessment primarily +involves distributing questionnaires to collect stakeholders’ concerns, analyzing and evaluating +materiality along dual dimensions—stakeholder and corporate, and generating a materiality +matrix through prioritization of key issues. +Based on the materiality assessment results, the highly material ESG issues are +summarized as follows: +1. Compliant Operations. To ensure stable operation, we have formulated the Risk +Assessment and Management System () to timely identify +and assess risks, determine risk tolerance levels, and formulate risk response +strategies. +2. Product Quality and Safety. We have established the Quality Manual ( ሯඎ˓̅) +and implemented a quality management system that outlines the responsibilities of +relevant departments, standardizes quality policies and product quality objectives, +and carries out monitoring, measurement, analysis, and improvement processes to +enhance the safety of medical devices. +3. Technology and Innovation. We have formulated the Design and Development +Control Procedures (ක೯છՓҏ) to plan and control the design and +development process, including procurement and document management, to ensure +that the designed and developed products meet specified requirements. +4. Intellectual Property Protection. We have formulated relevant measures in the +Quality Manual ( ሯඎ˓̅), clearly requiring that information related to +customers’ intellectual property, patented technologies, and trade secrets not be +disclosed externally without customer approval. +5. Anti-Corruption and Business Ethics. We have formulated the Anti-Commercial +Bribery Management System () and Anti-Money +Laundering Management System (), and continuously improve +various processes to effectively reduce the possibility of commercial bribery. We +have also set up a fraud reporting email and accept reports from employees and +external third parties. +6. Information Security and Privacy Protection. We have formulated the Computer +Software Management System () and the Trade Secret +Protection Management Policy () to regulate the internal +use and management of computer software. Employees are required to operate +according to software operation manuals and perform regular maintenance. We are +also committed to protecting the privacy rights of all employees and safeguarding +personal data shared by any customers and the company. +Compliant Employment +We strive to offer a fair and caring working environment for our employees. We have +established transparent policies on recruitment, compensation, dismissal, equal opportunities, +diversity and anti-discrimination to advance our goals. We hire employees based on their merits +and it is our corporate vision to offer equal opportunities to our employees. We encourage our +employees who encounter any discrimination to seek immediate assistance, which also allows +us to conduct a timely investigation and follow up as needed. In addition, we provide training +programs on industry and regulatory developments to our employees. +BUSINESS +– 206 – + + +--- page 218 --- +Occupational Health and Safety +We endeavor to provide a safe work environment by implementing company-wide safety +production responsibility mechanisms spanning aspects of safety risk classification, safety +production assessments, safety production education, provision and use of personal protective +equipment, safety hazard identification, and education of emergency response plans. To the +best knowledge of our Directors, during the Track Record Period and as of the Latest +Practicable Date, we had not had any workplace accidents. During the Track Record Period and +as of the Latest Practicable Date, we had not been subject to any significant penalties imposed +by regulatory authorities related to environmental and workplace safety. +Supplier Management System +To identify and manage environmental and social risks in the supply chain and ensure +suppliers operate in compliance, we have established the Supplier Code of Conduct for Social +Responsibility (). It covers areas such as labor rights, +occupational health and safety, environmental protection, business ethics etc. We require that +suppliers do not employ child labor or forced labor, ensure the well-being of their employees, +and place emphasis on environmental protection. The code is issued to key material suppliers +as part of our compliance efforts. +Environmental Matters +We fully recognize that sound environmental stewardship is essential to long-term value +creation and have incorporated “green operations” into our corporate strategy. We have +identified carbon emissions, waste management and resource consumption as priority +environmental topics and begun systematically collecting and consolidating the relevant data. +Environmental Management +Our business nature is primarily engaged in the research, development, assembly, and +testing of medical devices. These activities do not involve high-energy-consuming or +high-emission production processes, and therefore have a limited environmental impact. We +strictly abide by the Environmental Protection Law of the People’s Republic of China and other +environmental related laws and regulations. Based on our operational situation, we have +developed and implemented internal documents, including the Environmental Management +System () and the Corporate ESG Management Manual (ึ +၍ଣ˓̅), to systematically standardize and enhance our environmental management +level. +During the Track Record Period and up to the Latest Practicable Date, we had not (i) +violated any laws or regulations concerning emissions of exhaust gases and greenhouse gases, +discharge of pollutants into water bodies and land, or generation of hazardous and non- +hazardous waste; (ii) encountered any significant incidents affecting the environment and +natural resources; or (iii) received any notices of environmental fines or litigation. +Energy and Emissions Management +Our primary source of energy consumption is electricity. Within the Environmental +Management System () and the Corporate ESG Management Manual ( Ά +၍ଣ˓̅), we have outlined specific management measures for energy +conservation and emission reduction, including: + Prioritizing the procurement and selection of equipment with environmental +certification and high energy efficiency ratings; + Establishing energy consumption records to monitor and analyze readings from +electricity meters; + Turning off computers, lighting, and all other office equipment before leaving. +BUSINESS +– 207 – + + +--- page 219 --- +Water Resources Management +Our main sources of water consumption are domestic office water usage. We encourage +employees to conserve water and utilize water-efficient fixtures to enhance water usage +efficiency. For wastewater treatment, all office and domestic wastewater is discharged into the +municipal wastewater treatment system for centralized processing. +Waste Management +Our waste is categorized into two main types: non-hazardous waste and hazardous waste. +According to our Environmental Management System (), we have installed +segregated recycling bins for non-hazardous waste (such as wastepaper, plastics, and metals), +which is then collectively processed by the property management. We also reduce waste +generation at the source through paperless office practices. +Our hazardous waste primarily consists of used office ink cartridges and discarded +computers, all of which are collected and handed over to qualified third-party disposal +companies for treatment. +In 2024 and 2025, our amount of hazardous waste generated was 0.1 tons and 0.01 tons, +respectively. The hazardous waste recorded in 2024 was primarily attributable to one-off +disposal of electronic waste. +Metrics +We fully recognize the importance of ESG in supporting sustainable development. We +adopt a set of metrics to evaluate the impact of our business on the environment to meet and +surpass industry standards. We monitor such metrics, primarily including the amount of water +and electricity consumption on a periodic basis and make continuous efforts to reduce water +and electricity consumption by several means. We have also set various goals to reduce our +environmental impact, and we continue to take meaningful steps to actively pursue these +targets. The following table sets forth key metrics relating to our energy consumption and +emissions during the Track Record Period. +For the year ended +December 31, +2024 2025 +Greenhouse Gas Emissions +Scope 2 (indirect emissions) (tonnes of CO 2 +equivalent) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100101.2 1 136.06 +Greenhouse gas emission intensity of Scopes 2 +(tonnes of CO 2 equivalent/million RMB +revenue) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110056.5 11.17 +Scope 3 (indirect emissions) 2 (tonnes of CO 2 +equivalent) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005.06 6.21 +Resource Consumption +Electricity consumption (MWh) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100188.6 1 253.56 +Electricity consumption intensity (MWh/million +RMB revenue) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100105.3 20.82 +Water consumption (cubic meters) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,201.5 1 1,263.89 +Water consumption intensity (cubic meters/million +RMB revenue) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100670.8 103.78 +Notes: +(1) The increases in greenhouse gas emissions, electricity and water consumption in 2024 were primarily +attributable to the expansion of the Group’s business activities, which mainly constitutes of product +assembling. +(2) Scope 3 greenhouse gas emissions disclosed herein include emissions arising from freshwater +processing, wastewater treatment associated with the Group’s water consumption, and the disposal of +paper waste at landfills. +BUSINESS +– 208 – + + +--- page 220 --- +Targets +Referring to our existing operational model which is primarily assembly-based with +limited environmental impact, and an analysis of our historical environmental data, and taking +into account the practices of industry peers, we have set environmental targets aimed at +controlling and sustainably reducing greenhouse gas emissions, electricity and water +consumption while maintaining a comparable operational scale. To achieve these targets, our +office areas currently utilize LED energy-saving lighting to enhance energy efficiency. We also +post water and electricity conservation signs in our offices and staff dormitories. The specific +targets are as follows: + Greenhouse gas emissions: With 2025 as the base year, the target is to reduce +greenhouse gas emissions (Scope 1 and Scope 2) intensity by 5% between 2028 and +2030. For specific measures to achieve this target, please refer to the “Energy and +Emissions Management” section. + Electricity consumption: With 2025 as the base year, the target is to reduce +electricity consumption intensity by 5% between 2028 and 2030. For specific +measures to achieve this target, please refer to the “Energy and Emissions +Management” section. + Water consumption: With 2025 as the base year, the target is to reduce water +consumption intensity by 5% between 2028 and 2030. For specific measures to +achieve this target, please refer to the “Water Resources Management” section. +We have not historically discharged hazardous waste or had material amounts of gas +emissions. While we do not consume a large amount and variety of natural resources due to the +nature of our business operations, we are mindful of and closely monitor the environmental +impact that may be caused by our business operations. +Climate Change +We attach great importance to climate change-related management and recognize that +physical and transition risks may impact our future operations. Accordingly, we have +systematically identified and assessed climate-related risks across three time +dimensions—short-term (within five years), medium-term (5 to 15 years), and long-term (over +15 years)—and have developed corresponding response measures. +Physical risks (short-term and long-term) and response measures +Floods and cyclones, as short-term extreme weather events, may cause power outages, +potentially increasing our equipment maintenance costs and property damage risks, while also +impacting employee commuting safety and supply chain stability, thereby disrupting business +operations. To address these acute physical risks, we will monitor weather forecasts in +advance; equip with flood-resistant supplies such as sandbags and insulated boots; and allow +employees to work from home or adjust working hours during extreme weather conditions. +Extreme temperatures, identified as a chronic physical risk, may result in increased +energy consumption of our cooling systems, reduced operational efficiency, power outages, +and a higher incidence of fire accidents, thereby damaging facilities and equipment and causing +property and data loss. Our response measures include regularly inspecting the temperature and +aging of all electrical circuits, connection points, and switch contacts to prevent overheating +caused by overload or excessive contact resistance; ensuring that automatic sprinkler systems, +gas fire suppression systems, and fire alarm systems remain fully functional and effective; +backing up local data to prevent loss due to high-temperature power outages or fire-damaged +equipment; and providing safety education and training to employees, covering topics such as +proper use of protective equipment and safe operational procedures. +Transition risks (medium- to long-term) and response measures +As climate regulations become increasingly stringent, we face dual challenges of rising +policy compliance costs and reputational pressure. We need to closely monitor changes in +climate-related regulations and policies, enhance the transparency of climate information +BUSINESS +– 209 – + + +--- page 221 --- +disclosure, regularly disclose our emission reduction efforts to stakeholders, and ensure that +operational activities consistently comply with local laws and regulations. In addition, lagging +low-carbon and energy-saving technologies may weaken our competitive advantage, while the +low-carbon transitions will increase our capital expenditure. Therefore, in response to +technological risks, we will examine the feasibility and benefits of applying low-carbon and +energy-efficient technologies. +PROPERTIES +We operate from several facilities in Chinese Mainland and Macau that support our +headquarters, research laboratories, and business operations. We currently do not own any land +use rights or properties. As of the Latest Practicable Date, we leased 20 properties for business +operations, showroom, and employee dormitory in Chinese Mainland, and one property for +business operations in Macau, with an aggregate gross floor area of approximately 10,122.3 +square meters and 76.7 square meters, respectively. +The following table sets forth the details of our material leased properties as of the same +date: +No. Location Usage GFA (sq.m.) End of lease term +1/H1100/H1100/H1100/H1100Zhuhai Business operations 2,500.0 July 31, 2028 +2/H1100/H1100/H1100/H1100Guangzhou Business operations 2,014.7 May 5, 2031 +3/H1100/H1100/H1100/H1100Zhuhai Business operations 1,182.3 October 31, +2028 +4/H1100/H1100/H1100/H1100Beijing Business operations 1,022.8 December 31, +2026 +5/H1100/H1100/H1100/H1100Zhuhai Business operations 520.5 December 31, +2027 +6/H1100/H1100/H1100/H1100Macau Business operations 76.7 January 31, +2029 +Non-filing of Lease Agreements +As of the Latest Practicable Date, we had not completed the administrative filings of the +lease agreement relating to 16 properties we leased for business operations, with an aggregate +gross floor area of approximately 8,410.1 square meters. Such leased properties are primarily +used for office, R&D and staff accommodation purposes. According to applicable PRC laws +and regulations, the lessor and the lessee of a lease agreement are required to file the lease +agreement with relevant governmental authorities within 30 days after the execution of the +lease agreement. If the filing is not made, the governmental authorities may require that the +filing be made within a stated period of time, failing which they may impose a fine ranging +from RMB1,000 to RMB10,000 for each agreement that has not been properly filed. It is not +clear under applicable PRC laws and regulations if the fine will be borne by the lessor or +lessee. +We are unable to proceed with the filing of the 16 lease agreements, primarily due to (i) +the failure of certain lessors to obtain real property ownership certificates, which prevents the +completion of lease filings, and (ii) the lack of cooperation from certain lessors in handling the +lease filing procedures, which are both out of our control. If any defects arising from the failure +to complete lease filing procedures were to result in our existing leased properties becoming +unavailable for continued use, we would promptly lease alternative properties and relocate our +offices or staff dormitories accordingly. Further, when leasing new properties in the future, we +will prioritize properties that satisfy the conditions for lease filing and will complete the +relevant lease filing procedures in a timely manner. +Our PRC Legal Advisors are of the view that the above-mentioned defects relating to the +failure to complete lease filing procedures do not have a material adverse effect on our business +operations or financial condition, nor do they constitute a material legal impediment to the +Listing, on the following bases: (1) the leased properties for which lease filing procedures have +not been completed are mainly used for office or staff accommodation purposes and are highly +substitutable, and relocation to alternative premises for office or staff accommodation purposes +is relatively easy; (2) as of the Latest Practicable Date, we had not been subject to any penalties +BUSINESS +– 210 – + + +--- page 222 --- +arising from the non-filing of lease agreements, and the likelihood of our being subject to +administrative penalties by the competent authorities due to defects in lease filing procedures +is relatively low; and (3) Ms. Cheong as our Controlling Shareholder has provided a written +undertaking that, if we, our PRC subsidiaries or branches are subject to fines, rectification +orders or other legal liabilities imposed by relevant government authorities, or incur relocation +costs or other losses as a result of lease agreements being deemed invalid or terminated due to +the failure to complete lease filing procedures, Ms. Cheong will fully indemnify us and our +PRC subsidiaries and branches for all related costs, losses and liabilities. +We had no single property with a carrying amount of 15% or more, and no single property +interest that forms part of property activities has a carrying amount of 1% and the total carrying +amount of such property interests does not exceed 10%, of our total assets as of the Latest +Practicable Date and, therefore, we did not need to prepare a valuation report with respect to +our property interests according to Chapter 5 of the Listing Rules and in reliance upon the +exemption provided by section 6(2) of the Companies (Exemption of Companies and +Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong +Kong). +PERMITS, LICENSES AND OTHER APPROV ALS +Major aspects of our operations, including product registration or filing, manufacturing, +packaging, sales and distribution, pricing, environmental protection, among other things, are +regulated by comprehensive local, regional and national regulatory regimes. Accordingly, we +are required to obtain various licenses, permits, approvals and certifications with relevant +regulatory authorities in the jurisdictions where we have operations. +The following sets forth a list of our material permits, licenses and other approvals: +Permit for Medical Device Production +No. +Holder of +License +Registration/ +filing number +Scope of +Manufacturing +Issuing +Authority +Date of +Issuance +Expiration +Date +1 /H1100/H1100/H1100True Health +(Guangdong +Hengqin) +Yue Yao Jian Xie +Sheng Chan Xu +[ຽᖹ္͛ପ +] No. +20224892 +Class II Medical +Imaging +Instruments +(Category 06), +Class III Active +Surgical +Instruments +(Category 01) +and Class II +Medical +Diagnostic and +Monitoring +Instruments +(Category 07) +Guangdong +Provincial +Drug +Administration +June 1, 2026 October 18, +2027 +Business Operation License for Medical Devices +No. Holder of License Permit No. Issuing Authority +Date of +Grant/Approval Expiration Date +1 /H1100/H1100/H1100Our Company Yue Zhu Yao Jian +Xie Jing Ying Xu +[ຽमᖹ္ᐄ +] No. 20250284 +Bureau of +Commercial +Services of the +Guangdong- +Macao Intensive +Cooperation Zone +in Hengqin +December 23, 2025 October 10, 2030 +BUSINESS +–2 1 1– + + +--- page 223 --- +During the Track Record Period and up to the Latest Practicable Date, we had obtained +all material licenses, permits, approvals and certificates necessary to conduct our actual +business operations from, or made all necessary filings to, the relevant government authorities +in the PRC, and such licenses, permits, approvals and certificates remained in full effect. We +do not expect any material difficulties or legal obstacles in renewing our licenses, permits and +approvals upon expiry. +LEGAL PROCEEDINGS AND COMPLIANCE +As of the Latest Practicable Date, there was no litigation, arbitration or administrative +proceedings pending or threatened against the Company or any of our Directors which could +have a material and adverse effect on the research and development of our product candidates, +our financial condition or results of operations. Potential future litigation or any other legal or +administrative proceeding, regardless of the merit or outcome, is likely to result in substantial +costs, diversion of our resources, and have a negative impact on our reputation and brand +image, which in turn would have a negative impact on our business, financial condition, and +results of operations. For potential impact of legal or administrative proceedings on us, see +“Risk Factors—Risks Relating to Manufacturing of Our Products—We may be subject to +product liability lawsuits that could cause us to incur substantial liabilities.” +During the Track Record Period and up to the Latest Practicable Date, we had complied, +in all material aspects, with all applicable laws and regulations in the jurisdictions we operate +in. We have not had any non-compliance incidents which our Directors believe would, +individually or in the aggregate, have a material operational or financial impact on our +Company as a whole. +A W ARDS AND RECOGNITION +The following table sets forth a summary of the major awards and recognitions we have +received. +Y ear Award/Recognition Awarding Institution/Authority +2025 /H1100/H1100/H1100/H1100/H1100/H1100The 11th Catalog of Excellent +Domestic Medical Devices ( ୋ +ۜ) +China Association of Medical +Equipment ( ʕᔼኪༀ௪ึ) +First Prize (Technological +Invention) of the “China +Machinery Industry Science +and Technology Award” (ܓ +“ኪҦஔᆤ”Ҧஔ +ᆤɓഃᆤ) +China Machinery Industry +Federation and China +Mechanical Engineering +Society ( ʕዚʈุᑌΥึ +ձʕዚʈኪึ) +First Prize of the “2025 +Invention and Entrepreneurship +Award” (2025௴ุᆤϓ +ᆤɓഃᆤ) +China Association of Inventions +(ึ) +“2025 High-end Medical +Equipment Promotion and +Application Projects” (2025 ϋ +৷၌ᔼᐕༀ௪પᄿᏐ͜ධͦ) +MIIT, NHC, and NMPA +“Guangdong High-Quality High- +Tech Product” (ΤᎴ৷ +ۜ) +Guangdong High-tech Enterprises +Association (৷อҦஔΆ +ุึ) +Guangdong Province Catalog of +Innovative Drugs and Medical +Devices (ۜ +ͦ)) +Guangdong Provincial +Department of Industry and +Information Technology (؇ +ʷᝂ), +Guangdong Provincial Health +Commission (ሊ͛ੰ +ึ), Guangdong Provincial +Medical Security Bureau (؇ +ღ҅), and Guangdong +Provincial Drug Administration +(္ຖ၍ଣ҅) +BUSINESS +– 212 – + + +--- page 224 --- +Y ear Award/Recognition Awarding Institution/Authority +2024 /H1100/H1100/H1100/H1100/H1100/H1100“Specialized, Sophisticated, +Distinctive, and Innovative +(‘Little Giant’) Enterprise” ( ਖ਼ +ၚतอ“ʃ̶ɛ”Άุ) +MIIT +First Prize of the “3rd Hengqin +International Sci-Tech +Innovation Competition” ( ୋɧ +Ҧ௴อ௴ุɽᒄ +ɓഃᆤ) +Hengqin Guangdong-Macao +In-Depth Cooperation Zone +Economic Development Bureau +(࢝ +҅) +RISK MANAGEMENT AND INTERNAL CONTROL +Risk Management +We are subject to various risks during our operations. We have established a consolidated +risk management system and relevant policies and procedures, which we consider suitable for +our business operations. Our policies and procedures are aimed at managing and monitoring +our business performance. +To monitor the continuous implementation of risk management policies and corporate +governance measures after the Listing, we have adopted or will continue to adopt, among other +things, the following risk management measures: + establish an audit committee to review and supervise our financial reporting process +and internal control system; + adopt various policies to ensure compliance with the Listing Rules, including but not +limited to policies in respect of risk management, connected transactions and +information disclosure; + provide anti-corruption and anti-bribery compliance training for senior management +and employees in order to enhance their knowledge of and compliance with +applicable laws and regulations; and + arrange for our Directors and senior management to attend training seminars on +Listing Rules requirements and the responsibilities as directors of a Hong +Kong-listed company. +We consider that our Directors and members of our senior management possess the +necessary knowledge and experience in providing good corporate governance oversight in +connection with risk management and internal control. +Internal Control +Our Board is responsible for establishing our internal control system and reviewing its +effectiveness. We have engaged an internal control consultant to review the effectiveness of our +internal control measures related to our major business processes, to identify the deficiencies +for improvement, advise on the rectification measures and review the implementation of such +measures. During the review process of our internal control consultant, certain internal control +matters were identified, and we have adopted corresponding internal control measures to +improve these matters. We have adopted the recommendations made by the internal control +consultant and our internal control consultant has completed the follow-up procedures on our +internal control system and has no further recommendations. +BUSINESS +– 213 – + + +--- page 225 --- +BOARD OF DIRECTORS +Our Board of Directors comprises seven Directors, including three executive Directors, +one non-executive Director and three independent non-executive Directors. Our Directors are +appointed for a term of three years and shall be subject to re-election upon expiry of their term +of office. +Our senior management consists of three members who are responsible for the day-to-day +management of our Group’s business. +The following table sets out information in respect of the Directors. +Name Age +Date of +joining our +Group +Date of +Appointment +as Director Position(s) +Role and +Responsibility +Relationship +with other +Director(s) +and/or senior +management +Executive Directors +Ms. Cheong Hou +Iam () /H1100/H1100/H1100 +54 March 16, 2018 January 11, +2021 +Executive Director, +chairperson of our +Board and general +manager of our +Company +Overseeing the overall +strategic planning, +business direction and +R&D of our Group +Nil +Ms. Chen Miaoping +()H1100/H1100/H1100/H1100/H1100 +47 March 1, 2022 March 30, 2022 Executive Director, +chief financial +officer and one of +the joint company +secretaries of our +Company +Managing the overall +strategic planning, +business operations, +financial and +operational management +of our Group +Nil +Ms. Guo Jian +(ெ) /H1100/H1100/H1100/H1100/H1100/H1100 +52 January 1, 2022 October 26, +2023 +Executive Director +and vice general +manager of our +Company +Overseeing product +registration, clinical +affairs, legal compliance +and quality management +and assisting our +general manager in +overseeing daily +management of our +Company +Nil +Non-executive Director +Ms. Mo Jinling +(ޛږ)H1100/H1100/H1100/H1100/H1100 +43 August 25, +2025 +August 25, +2025 +Non-executive +Director +Providing strategic advice +and making +recommendations on the +operation and +management of our +Group +Nil +Independent non-executive Directors +Dr. Liu Lianggang +(ᄎԄ፻) /H1100/H1100/H1100/H1100/H1100 +65 November 11, +2025 +November 11, +2025 +Independent non- +executive Director +Providing independent +opinion and judgment to +the Board +Nil +Mr. Ng Kun Seng +Chris (༐) /H1100/H1100 +41 November 11, +2025 +November 11, +2025 +Independent non- +executive Director +Providing independent +opinion and judgment to +the Board +Nil +Mr. Ma Jianming +(৵ᄏჼ) /H1100/H1100/H1100/H1100/H1100 +43 November 11, +2025 +November 11, +2025 +Independent non- +executive Director +Providing independent +opinion and judgment to +the Board +Nil +DIRECTORS AND SENIOR MANAGEMENT +– 214 – + + +--- page 226 --- +Executive Directors +Ms. Cheong Hou Iam (), aged 54, founded our Group in March 2018, was +appointed as our Director and chairperson of our Board in January 2021, general manager of +our Company in April 2022, and was redesignated as our executive Director on November 20, +2025, with effect from the Listing Date. She is primarily responsible for overseeing the overall +strategic planning, business direction and R&D of our Group. She is also the chairperson of our +Nomination Committee. +Ms. Cheong has served various roles in our subsidiaries, including (i) the executive +director and general manager of True Health (Guangdong Hengqin) from July 2021 to October +2025; (ii) the director and general manager of True Health (Beijing) from December 2023 to +July 2025; (iii) the executive director and general manager of True Health Jiesheng +(Guangdong Hengqin) from December 2024 to October 2025; and (iv) the chairperson of the +board and general manager of True Health (Macau) since January 2025. She was also the +general manager of Beijing Weidao from June 2022 to November 2024. +Ms. Cheong has over 22 years of experience in the pharmaceutical and medical +technology industry. Prior to founding our Group, Ms. Cheong worked in the Health Bureau of +Macao (ሊ͛҅). From December 2003 to February 2018, she served as the consultant of +Guangdong Shimalong Pharmaceutical Co., Ltd.* (ʮ̡) (formerly known +as Guangzhou Shimalong Pharmaceutical Co., Ltd.* (ʮ̡)( “Shimalong +Pharmaceutical ”), a company principally engaged in the sales of Shimalong medicated oil, +and was responsible for providing advice on business development and operating policies. +Ms. Cheong obtained a bachelor’s degree in pharmacy at Fudan University ( ూ͇ɽኪ) +(formerly known as Shanghai Medical University (ɽኪ)) in the PRC in June 1994 and +a master’s degree in business administration at Tsinghua University ( ശɽኪ) in the PRC in +July 2010. Ms. Cheong obtained the qualifications as a pharmacist by the Health Bureau of +Macao in October 1998. In June 2025, Ms. Cheong (i) was recognized as the “Top Talent” (נ +φɛʑ) in the second batch of “High-Level Talents” in Hengqin Guangdong-Hong Kong- +Macao In-Depth Cooperation Zone in 2024 (ΥЪਜ2024ୋɚҭ৷ᄴϣɛ +ʑ) by the Hengqin Guangdong-Hong Kong-Macao In-Depth Cooperation Zone Economic +Development Bureau (҅); and (ii) obtained the first prize in +the Invention and Entrepreneurship Awards (ᆤɓഃᆤ) by China Association +of Inventions (ึ). In October 2025, Ms. Cheong obtained the first prize in the +Technical Invention Award (ኪҦஔᆤɓഃᆤ) by China Machinery Industry +Federation ( ʕዚʈุᑌΥึ) and China Mechanical Engineering Society ( ʕዚʈ +ኪึ). +Ms. Chen Miaoping ()aged 47, joined our Group as our Director in March 2022 +and was appointed as the chief financial officer of our Company in July 2024. Ms. Chen was +appointed as one of our joint company secretaries and redesignated as our executive Director +on November 20, 2025, with effect from the Listing Date. She is primarily responsible for +overall strategic planning, business operations, financial and operational management of our +Group. +Ms. Chen has been serving various roles in our subsidiaries, including (i) the executive +director, general manager and chief financial officer of True Health (Hainan) since December +2023, December 2023 and July 2024, respectively; (ii) the executive director, general manager +and chief financial officer of Zhenyida (Huzhou) since December 2023, December 2023 and +July 2024, respectively; (iii) the director, general manager and chief financial officer of True +Health (Beijing) since July 2025, July 2025 and July 2024, respectively; (iv) the director, +general manager and chief financial officer of True Health Jiesheng (Guangdong Hengqin) +since October 2025, October 2025 and December 2024, respectively; (v) the director of True +Health (HK) since August 2025; (vi) the director and general manager of True Health +(Guangdong Hengqin) since October 2025 and October 2025, respectively; and (vii) the +director, general manager and chief financial officer of True Health (Guangzhou) since May +2026. +Furthermore, Ms. Chen previously served as the director, general manager and/or chief +financial officer of several former subsidiaries, including (i) the executive director, general +manager and chief financial officer of Zhenyida (Beijing) from December 2023, December +DIRECTORS AND SENIOR MANAGEMENT +– 215 – + + +--- page 227 --- +2023 and July 2024, respectively, to May 2025; (ii) the executive director and general manager +of Zhuhai Jiansheng from December 2023 to November 2024; (iii) the executive director and +general manager of Haikou Weidao from December 2023 to January 2024; and (iv) the +executive director and general manager of Zhuhai Yudao from December 2023 to January 2024. +Ms. Chen has over 26 years of experience in pharmaceutical and medical technology +industry. Prior to joining our Group, from July 1999 to March 2007, Ms. Chen successively +served as the sales representative, regional manager and national supervisory manager of +Guangdong Minglin Pharmaceutical Co., Ltd.* (ʮ̡), a company +principally engaged in the wholesale of imported and domestic branded pharmaceutical +products, and was responsible for formulating and implementing promotional strategies for +national pharmacy chains. From March 2007 to August 2012, she successively served as the +sales director and deputy general manager of Hainan Aihe Pharmaceutical Co., Ltd.* (Ў +ʮ̡) (formerly known as Hainan Jianyuan Pharmaceutical Co., Ltd.* (ʩᖹ +ʮ̡)), a company principally engaged in the operation of Class III medical device and +import and export of drugs, and was responsible for formulating and implementing sales targets +of the company. She also served as the executive director and chief executive officer in China +Biotech Services Holdings Limited (ʮ̡) (formerly known as Rui +Kang Pharmaceutical Group Investments Limited (ʮ̡) and Longlife +Group Holdings Limited (ʮ̡)), a company listed on GEM of the Stock +Exchange (Stock Code: 8037) and principally engaged in the provision of medical and health +related services from May 2013 to April 2017 and August 2013 to April 2017, respectively. +From August 2012 to March 2022, she served as the general manager and sales director of +Shimalong Pharmaceutical and was responsible for formulating and implementing business +strategies. +In January 2012, Ms. Chen obtained a bachelor’s degree in pharmacy at China +Pharmaceutical University (ɽኪ) in the PRC. In November 2016, she obtained a +master’s degree in pharmaceutical management at Shenyang Pharmaceutical University ( ᓨජ +ɽኪ) in the PRC. In November 2005, Ms. Chen obtained the qualification as a pharmacist +by Guangdong Provincial Department of Human Resources and Social Security (ɛԫ +ᝂ). +Ms. Guo Jian ( ெ), aged 52, joined our Group as the vice general manager in January +2022 and was appointed as our Director in October 2023. Ms. Guo was redesignated as our +executive Director on November 20, 2025, with effect from the Listing Date, and is primarily +responsible for overseeing product registration, clinical affairs, legal compliance and quality +management and assisting our general manager in overseeing daily management of our +Company. Ms. Guo is also a member of our Remuneration and Appraisal Committee. +Ms. Guo has over 21 years of experience in pharmaceutical research and development. +From October 2004 to December 2021, Ms. Guo served as the technical director of Beijing +Liushenghe Pharmaceutical Technology Co., Ltd.* (ʮ̡), a +company principally engaged in pharmaceutical technology development and was primarily +responsible for overseeing clinical R&D projects, patent and medical devices management. +Ms. Guo obtained a bachelor’s degree in science from China Pharmaceutical University +(ɽኪ) in the PRC in July 1995 and a master’s degree in medicine from Harbin +Medical University (ɽኪ) in the PRC in June 2002. +Non-executive Director +Ms. Mo Jinling (ޛږ)aged 43, joined our Group as our Director in August 2025 and +was redesignated as our non-executive Director on November 20, 2025, with effect from the +Listing Date. She is primarily responsible for providing strategic advice and making +recommendations on the operation and management of our Group. +Prior to joining our Group, Ms. Mo successively served as the client manager, business +manager and senior business manager of Guangzhou Yuexiu branch of CITIC Bank Limited ( ʕ +ʮ̡ᄿψ൳Ӹ˕Б) from March 2011 to July 2016. From October 2016 to +August 2018, she served as the director of Investment Department II and the head of Risk +Department of Guangdong Hengjian Asset Management Co., Ltd.* (ʮ +̡). Since August 2018, Ms. Mo has successively served as the senior managerial staff, +DIRECTORS AND SENIOR MANAGEMENT +– 216 – + + +--- page 228 --- +assistant general manager, deputy general manager and general manager of Guangdong +Guangdong-Macao Cooperation and Development Fund Management Co., Ltd.* (ຽዦΥ +ʮ̡), a company principally engaged in private equity investment. Since +February 2024, Ms. Mo has been the director and general manager of Hengqin Guangdong- +Macao Development and Investment Co., Ltd.* (ʮ̡), a company +principally engaged in private equity investment. From March 2025 to April 2026, Ms. Mo was +the director of Zhuhai Huafa Technology Industry Group Co., Ltd.* (ҦପุණྠϞ +ʮ̡), a company principally engaged in investment and asset management. +Ms. Mo obtained a bachelor’s degree in literature and management and a master’s degree +in economics from South China Agricultural University (ุ༵ɽኪ) in the PRC in July +2005 and July 2008, respectively. In 2014, Ms. Mo obtained the qualification as an +Intermediate Economist (ࢪby Guangdong Provincial Department of Human +Resources and Social Security (ღᝂ). +Independent Non-executive Directors +Dr. Liu Lianggang ( ᄎԄ፻), aged 65, joined our Group as our independent Director in +November 2025 and was redesignated as our independent non-executive Director on November +20, 2025, with effect from the Listing Date. He is primarily responsible for providing +independent opinion and judgment to the Board. Dr. Liu is also a member of our Audit +Committee, Remuneration and Appraisal Committee and Nomination Committee. +From 1989 to 1991, Dr. Liu was a postdoctoral researcher at the Institute of High Energy +Physics, Chinese Academy of Sciences* (הHe successively served +as a lecturer, associate researcher and professor of the Department of Physics at Sun Yat-sen +University ( ʕʆɽኪ). Dr. Liu also served as a senior researcher at the External Cooperation +and Development Department of the Macao Productivity and Technology Transfer Center* ( ዦ +Ҧᔷʕː). He was a member of the Project Advisory Committee of the Macao +Science and Technology Development Fund* (ږDr. Liu was a professor +at the Macau University of Science and Technology (Ҧɽኪ). From July 2008 to +October 2025, he was a consultant to the Macao Science and Technology Development Fund* +(ږ.) +Dr. Liu obtained a bachelor’s degree in nuclear physics and a master’s degree in nuclear +science from Fudan University in July 1982 and July 1985, respectively. He obtained a doctoral +degree in science from the University of Tokyo in Japan in March 1989. Dr. Liu was a member +of the American Association for the Advancement of Science in September 1994. +In October 1997 and December 1998, Dr. Liu was awarded the Second Prize and the First +Prize of the Guangdong Provincial Higher Education Science and Technology Progress Award +(ҦආӉᆤ) for his research publications on “Study of Collective Excitation +Modes in Relativistic Nuclear Matter” (Ӻ) and “Glueballs +and Quark-Inclusive Lattice Quantum Chromodynamics” (ᓃඎɿЍਗɢኪ), +respectively. In 1998, he was also awarded the Second Prize of the Guangdong Provincial +Natural Science Award (ኪᆤɚഃᆤ) for his research on “Glueballs and +Quark-Inclusive Lattice Quantum Chromodynamics”. In September 1998, Dr. Liu was +recognized as the Outstanding Scientific Worker (٫from January 1992 to June +1997 by Sun Yat-sen University. In January 1999, he was awarded the certificate for Major +Scientific and Academic Achievements for Chinese by the Evaluation and Appraisal Committee +of Major Scientific and Academic Achievements for Chinese (ࡰ +ึ). +Mr. Ng Kun Seng Chris (༐), aged 41, joined our Group as our independent Director +in November 2025 and was redesignated as our independent non-executive Director on +November 20, 2025, with effect from the Listing Date. He is primarily responsible for +providing independent opinion and judgment to the Board. Mr. Ng is also the chairperson of +our Audit Committee. +Mr. Ng has over 17 years of experience in accounting, financial reporting and corporate +secretarial field. From December 2007 to July 2011, Mr. Ng was a senior auditor in RSM Hong +Kong (הformerly known as RSM Nelson Wheeler Certified Public +Accountants (ശ(ಥ)הFrom July 2011 to April 2014, he served as the +project finance manager of Prosperity International Holdings (H.K.) Limited, a company +DIRECTORS AND SENIOR MANAGEMENT +– 217 – + + +--- page 229 --- +formerly listed on the Stock Exchange up to February 2023 (former stock code: 803) and he +was primarily responsible for financial reporting, financial analysis and merger and acquisition +projects. From April 2014 to April 2015, he served as the finance manager of Macau +Fisherman’s Wharf International Investment Limited, a subsidiary of Macau Legend +Development Limited (stock code: 1680) and he was primarily responsible for financial +reporting, compliance and financial planning of the company. From May 2015 to January 2017, +he was a senior manager of New Galaxy Entertainment Company Limited, a subsidiary of +Galaxy Entertainment Group Limited (stock code: 0027) and he was primarily responsible for +the financial operations of resort, retail, dining, and hotel sectors in Macau. From January 2019 +to April 2020, Mr. Ng served as the financial controller of REF Holdings Limited, a company +listed on the Stock Exchange (stock code: 1631) and was principally engaged in the provision +of financial printing services. From September 2020 to October 2024, he was the chief +financial officer and company secretary of Baird Medical Investment Holdings Limited, a +company listed on the Nasdaq (Nasdaq stock ticker: BDMD) and was principally engaged in +the manufacturing of microwave ablation medical devices in China. Since November 2024, Mr. +Ng has been a financial consultant of Morton Professional Services Ltd, a consulting service +provider of professional services including financial consulting, auditing and corporate +advisory in Hong Kong. +Mr. Ng obtained a Bachelor of Arts degree with a major in accountancy from The Hong +Kong Polytechnic University in December 2006. He is a member of the Hong Kong Institute +of Certified Public Accountants. +Mr. Ma Jianming ( ৵ᄏჼ), aged 43, joined our Group as our independent Director in +November 2025 and was redesignated as our independent non-executive Director on November +20, 2025, with effect from the Listing Date. He is primarily responsible for providing +independent opinion and judgment to the Board. Mr. Ma is also the chairperson of our +Remuneration and Appraisal Committee and the member of our Audit Committee and +Nomination Committee. +Mr. Ma has over 20 years of experience in legal advisory and corporate governance. From +July 2005 to May 2006, Mr. Ma worked in the Shanghai office of Kaye Scholer LLP. From June +2006 July 2008 and from September 2009 to August 2012, he worked in the Shanghai office +of Freshfields Bruckhaus Deringer LLP. From August 2012 to November 2014, he worked in +the Shanghai office of Cooley LLP. From November 2014 to September 2016, Mr. Ma worked +in Beijing Shiwei Starr Investment Consulting Co., Ltd.* (ʮ̡), a +company principally engaged in private equity. Mr. Ma currently is the chairman of the board +of CBC Group (ʮ̡), a company principally engaged in asset +management and private equity investment consulting. +Mr. Ma obtained a bachelor’s degree in law from Fudan University in July 2005 and a +master’s degree in corporation law from New York University in May 2009. He received an +executive MBA from the Fanhai International School of Finance at Fudan University ( ూ͇ɽ +ፄኪ৫) in June 2022. He obtained the legal professional qualification certificate +in China in 2007 and the qualification to practice as an Attorney and Counselor at Law in New +York in June 2010. +SENIOR MANAGEMENT +Our senior management consists of Ms. Cheong Hou Iam, Ms. Chen Miaoping and Ms. +Guo Jian. For their biographical information, see “—Directors—Executive Directors” above. +DISCLOSURE REQUIRED PURSUANT TO RULE 13.51(2) OF THE LISTING RULES +Ms. Cheong was the general manager of the following company before its deregistration: +Name of company +Place of +incorporation +Principal +business +activity prior +to cessation of +business +Date of +dissolution Position +Means for +dissolution +Reasons for +dissolution +Beijing Weidao /H1100/H1100/H1100The PRC Dormant November 8, +2024 +General manager Deregistered Dormant +DIRECTORS AND SENIOR MANAGEMENT +– 218 – + + +--- page 230 --- +Ms. Cheong confirmed that (i) the above company was solvent and inactive, and had no +outstanding claims or liabilities at the time of its deregistration; (ii) there was no wrongful act +on her part leading to the deregistration of the above company; (iii) she is not aware of any +actual or potential claim which has been or will be made against her as a result of the +deregistration of the above company; and (iv) the above company had no material non- +compliance prior to its deregistration. +Ms. Chen was the director, general manager and/or chief financial officer of the following +companies before their respective deregistration: +Name of company +Place of +incorporation +Principal +business +activity prior +to cessation of +business +Date of +dissolution Position +Means for +dissolution +Reasons for +dissolution +Zhenyida (Beijing) /H1100/H1100The PRC Dormant May 29, 2025 Executive director, +general manager and +chief financial +officer +Deregistered Dormant +Zhuhai Jiansheng /H1100/H1100The PRC Dormant November 15, +2024 +Executive director and +general manager +Deregistered Dormant +Haikou Weidao /H1100/H1100/H1100The PRC Dormant January 4, 2024 Executive director and +general manager +Deregistered Dormant +Zhuhai Yudao /H1100/H1100/H1100/H1100The PRC Dormant January 24, 2024 Executive director and +general manager +Deregistered Dormant +Ms. Chen confirmed that (i) each of the above companies was solvent and inactive, and +had no outstanding claims or liabilities at the time of their respective deregistration; (ii) there +was no wrongful act on her part leading to the deregistration of the above companies; (iii) she +is not aware of any actual or potential claim which has been or will be made against her as a +result of the respective deregistration of the above companies; and (iv) the above companies +had no material non-compliance prior to their respective deregistration. +GENERAL +Save as disclosed above and in “Substantial Shareholders” and “Statutory and General +Information—D. Disclosure of Interests” in Appendix VI to this prospectus, each of our +Directors confirms with respect to him/her that he or she: +(i) does not hold other positions in our Company or other members of our Group as of +the Latest Practicable Date; +(ii) 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; +(iii) had no other relationship with any Directors, senior management or substantial +shareholders of our Company or our Controlling Shareholders as of the Latest +Practicable Date; +(iv) 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; +(v) does not have any interest in any business which competes or is likely to compete, +directly or indirectly, with our Group, which is disclosable under the Listing Rules; +(vi) to the best knowledge, information and belief of our Directors, having made all +reasonable enquiries, there are no other matters concerning our Director’s +appointment that need to be brought to the attention of our Shareholders and the +Stock Exchange or shall be disclosed pursuant to Rule 13.51(2) of the Listing Rules +as of the Latest Practicable Date; and +DIRECTORS AND SENIOR MANAGEMENT +– 219 – + + +--- page 231 --- +(vii) to the best of the knowledge, information and belief of our Directors, having made +all reasonable enquiries, there are no other matters with respect to the appointment +of our Directors that need to be brought to the attention of our Shareholders. +Each of our Directors confirmed that he or she (i) obtained the legal advice referred to +under Rule 3.09D of the Listing Rules on November 21, 2025; and (ii) understood his or her +obligations as a director of a listed issuer under the Listing Rules. +JOINT COMPANY SECRETARIES +Ms. Chen Miaoping (see “—Directors—Executive Directors” above. +Ms. Lam Wai Yee Sophie (was appointed as one of our joint company secretaries +in November 2025, with effect from the Listing Date. She has over 20 years of experience in +company secretarial and corporate governance professions. She has served as the company +secretary of several companies listed on the Main Board of the Stock Exchange and as a vice +president at a leading company secretarial and compliance services firm in Hong Kong. +Ms. Lam holds a Bachelor of Arts (Honours) in Translation and a Postgraduate Diploma +in Corporate Administration. She is a Chartered Secretary, a Chartered Governance +Professional and a Fellow of The Chartered Governance Institute in the United Kingdom and +The Hong Kong Chartered Governance Institute, and holds a Practitioner’s Endorsement from +The Hong Kong Chartered Governance Institute. +BOARD COMMITTEES +Our Board delegates certain responsibilities to various committees. In accordance with +the relevant PRC laws and regulations and the Corporate Governance Code as set out in +Appendix C1 to the Listing Rules, our Company has formed three Board committees, namely +the Audit Committee, the Remuneration and Appraisal Committee and the Nomination +Committee. +Audit Committee +We have established an Audit Committee with written terms of reference in compliance +with Rule 3.21 of the Listing Rules and paragraph D.3 of Part 2 of the Corporate Governance +Code. The Audit Committee consists of three Directors, namely Mr. Ng Kun Seng Chris (ڿ +༐), Dr. Liu Lianggang ( ᄎԄ፻) and Mr. Ma Jianming ( ৵ᄏჼ). Mr. Ng Kun Seng Chris, who +holds the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of +the Listing Rules, serves as the chairperson of the Audit Committee. The primary duties of the +Audit Committee include, but are not limited to, the following: + proposing the appointment or change of external auditors to our Board, and +monitoring the independence of external auditors and evaluating their performance; + guiding internal audit work; + examining the financial information of our Company, reviewing financial reports +and statements of our Company and giving comments on relevant matters; + assessing the effectiveness of internal control; + coordinating the communication among management, the internal audit department, +related departments and external audit agency; and + dealing with other matters that are authorized by the Board or involved in relevant +laws and regulations. +Remuneration and Appraisal Committee +We have established a Remuneration and Appraisal Committee with written terms of +reference in compliance with Rule 3.25 of the Listing Rules and paragraph E.1 of Part 2 of the +Corporate Governance Code. The Remuneration and Appraisal Committee consists of three +DIRECTORS AND SENIOR MANAGEMENT +– 220 – + + +--- page 232 --- +Directors, namely Mr. Ma Jianming ( ৵ᄏჼ), Ms. Guo Jian ( ெ) and Dr. Liu Lianggang ( ᄎ +Ԅ፻). Mr. Ma Jianming serves as the chairperson of the Remuneration and Appraisal +Committee. The primary duties of the Remuneration and Appraisal Committee include, but are +not limited to, the following: + formulating individual remuneration plans for Directors and members of the senior +management in accordance with the terms of reference of the job responsibilities, +the importance of their positions as well as the remuneration benchmarks for the +relevant positions in other comparable companies; + examining the criteria of performance evaluation of Directors and the senior +management of our Company, and conducting annual performance evaluation; + supervising the implementation of the remuneration plan of our Company; + reviewing and/or approving matters relating to share schemes under Chapter 17 of +the Listing Rules; and + dealing with other matters that are authorized by the Board. +Nomination Committee +We have established a Nomination Committee with written terms of reference in +compliance with Rule 3.27A of the Listing Rules and paragraph B.3 of Part 2 of the Corporate +Governance Code. The Nomination Committee consists of three Directors, namely Ms. Cheong +Hou Iam (), Dr. Liu Lianggang ( ᄎԄ፻) and Mr. Ma Jianming ( ৵ᄏჼ). Ms. Cheong +Hou Iam serves as the chairperson of the Nomination Committee. The primary duties of the +Nomination Committee include, but are not limited to, the following: + making recommendations to our Board with regards to the size and composition of +our Board based on our Company’s business operation, asset scale and equity +structure; + researching and developing standards and procedures for the election of our Board +members, general managers and members of the senior management, and making +recommendations to our Board; + conducting extensive search and providing to our Board suitable candidates for +Directors, general managers and other members of the senior management; + examining our Board candidates, general manager and members of the senior +management and making recommendations to our Board; + assessing and reviewing the independence of independent non-executive Directors; +and + dealing with other matters that are authorized by our Board. +REMUNERATION POLICY +Our Directors and senior management receive their remuneration in the form of Directors’ +fees, salary and other benefits, contribution to social insurance and housing fund and +share-based payment expense. +The total remuneration (including, salaries, allowances and benefits in kind, performance +related bonuses and pension scheme contributions) for our Directors (including remuneration +for services as Directors prior to becoming Directors) and former supervisor was +approximately RMB7.2 million and RMB8.4 million for the years ended December 31, 2024 +and 2025, respectively. +DIRECTORS AND SENIOR MANAGEMENT +– 221 – + + +--- page 233 --- +For the year ended December 31, 2024 and 2025, the five highest paid individuals of our +Company included four and three Directors and former supervisor, respectively. The aggregate +remuneration (including salaries, allowances and benefits in kind, performance related bonuses +and pension scheme contributions) paid to our Group’s five highest paid individuals were +approximately RMB8.2 million and RMB9.9 million, respectively. +Under the arrangements currently in force, we estimate the aggregate amounts of +remuneration, excluding dividends, of our Directors for the year ending December 31, 2026 to +be RMB6.8 million. The actual remuneration of Directors in 2026 may be different from the +expected remuneration. +CORPORATE GOVERNANCE CODE +Our Group considers that appointing Ms. Cheong as both the chairperson of our Board +and the general manager of our Company will ensure strong and consistent leadership, thereby +enhancing the effectiveness of our strategic planning and overall management. Pursuant to +C.2.1 of Appendix C1 to the Listing Rules, the roles of chairperson and chief executive should +be separate and should not be performed by the same individual. However, in view of Ms. +Cheong’s extensive industry experience, personal profile and her pivotal role in our Group’s +historical development, we believe that it would be beneficial for our Group’s business +prospects if Ms. Cheong continues to act as both the chairperson of our Board and the general +manager of our Company upon Listing. +Save as disclosed above, we are in compliance with all applicable code provisions as set +out in the Corporate Governance Code as contained in Appendix C1 to the Listing Rules. +BOARD DIVERSITY POLICY +In order to enhance the effectiveness of our Board, to maintain the high standard of +corporate governance and to achieve the goal of a sustainable and balanced development of our +Company, we have adopted the board diversity policy which sets out the objective and +approach to achieve and maintain diversity of our Board. Pursuant to the board diversity policy, +we seek to achieve board diversity through the consideration of a number of factors when +selecting the candidates to our Board, including but not limited to gender, skills, age, +professional experience, knowledge, cultural background, and length of service. The ultimate +decision of the appointment will be based on merit and the contribution which the selected +candidates will bring to our Board. +Our Directors have a balanced mix of knowledge and skills, including overall +management and strategic development, medicine, chemistry, biology, biochemistry, +pharmacology and accounting. We have three independent non-executive Directors with +different industry backgrounds, representing more than one-third of the members of our Board. +Our Company has evaluated the structure, size and composition of our Board, and is of the +opinion that the structure of our Board is reasonable, and the experience and skills of the +Directors in various aspects and fields can enable our Company to maintain a high standard of +operations. +Furthermore, we particularly recognize the importance of gender diversity. Our Board +currently consists of four female Directors and three male Directors. We have taken, and will +continue to take, steps to promote gender diversity at all levels of our Company. Going +forward, we will continue to work to enhance gender diversity of our Board when selecting and +recommending suitable candidates for Board appointments. Our Company also intends to +promote gender diversity at the mid to senior level so that our Company can maintain a +balanced gender ratio at different levels. Taking into account our existing business model and +specific needs as well as the different background of our Directors, the composition of our +Board satisfies our board diversity policy. +Our Nomination Committee is responsible for ensuring the diversity of our Board +members. After the Listing, our Nomination Committee will examine the board diversity policy +from time to time to ensure its continued effectiveness and in particular use its efforts to +identify and recommend suitable female candidates for the Board’s consideration in the future, +and we will disclose in our corporate governance report about the implementation of the board +diversity policy on an annual basis. +DIRECTORS AND SENIOR MANAGEMENT +– 222 – + + +--- page 234 --- +COMPLIANCE ADVISOR +We have appointed Maxa Capital Limited as our compliance advisor (the “ Compliance +Advisor ”) pursuant to Rules 3A.19 and 3A.23 of the Listing Rules. The Compliance Advisor +will provide us with guidance and advice as to compliance with the Listing Rules and other +applicable laws, rules, codes and guidelines. Pursuant to Rule 3A.23 of the Listing Rules, the +Compliance Advisor will advise our Company in certain circumstances including: +(a) before the publication of any regulatory announcement, circular or financial report; +(b) where a transaction, which might be a notifiable or connected transaction, is +contemplated, including share issues and share repurchases; +(c) where we propose 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 +(d) where the Stock Exchange makes an inquiry to our Company regarding unusual +movements in the price or trading volume of its listed securities or any other matters +in accordance with Rule 13.10 of the Listing Rules. +Pursuant to Rule 3A.24 of the Listing Rules, the Compliance Advisor will, on a timely +basis, inform our Company of any amendment or supplement to the Listing Rules that are +announced by the Hong Kong Stock Exchange. The Compliance Advisor will also inform our +Company of any new or amended law, regulation or code in Hong Kong applicable to us, and +advise us on the continuing requirements under the Listing Rules and applicable laws and +regulations. +The term of the appointment will commence on the Listing Date and is expected to end +on the date on which our Company complies with Rule 13.46 of the Listing Rules in respect +of our financial results for the first full financial year commencing after the Listing. +DIRECTORS AND SENIOR MANAGEMENT +– 223 – + + +--- page 235 --- +OUR CONTROLLING SHAREHOLDERS +Immediately prior to the Global Offering, our Company was owned as to approximately +10.47%, 9.35%, 7.48%, 7.15%, 6.46%, 5.61% and 0.10% by Renyang Biotechnology (1), +Chengzhen Health (1), Jiarun Tongchuang (1), Jiarun Hechuang (2), Zhuhai Meijirui (3), Jiarun +Xinchuang (4) and Xinhui Runkang (5), respectively. Renxiang Biotechnology (6) which was held +as to 99.99% by Ms. Cheong, is the sole general partner of, and is, pursuant to the relevant +partnership agreements, entitled to exercise all voting rights in, each of Renyang +Biotechnology, Chengzhen Health, Jiarun Tongchuang, Jiarun Hechuang, Zhuhai Meijirui, +Jiarun Xinchuang and Xinhui Runkang. +Each of Renyang Biotechnology, Chengzhen Health and Jiarun Tongchuang was owned +as to 99% by China True Health Medical +(7) as their sole limited partner, and Jiarun Hechuang +was owned as to 99.00% by Shuimu Medical Technology (7) as its sole limited partner. Each of +China True Health Medical and Shuimu Medical Technology was owned as to 96.67% by Ms. +Cheong. +As such, (i) Ms. Cheong is the ultimate beneficial owner of each of Renyang +Biotechnology, Chengzhen Health, Jiarun Tongchuang, Jiarun Hechuang, Zhuhai Meijirui, +Jiarun Xinchuang and Xinhui Runkang; and (ii) Ms. Cheong, Renxiang Biotechnology, China +True Health Medical, Shuimu Medical Technology, Renyang Biotechnology, Chengzhen +Health, Jiarun Tongchuang, Jiarun Hechuang, Zhuhai Meijirui, Jiarun Xinchuang and Xinhui +Runkang are considered to be a group of Controlling Shareholders, who collectively held +46.63% of our total issued Shares as of the Latest Practicable Date. +Immediately following the completion of the Global Offering (assuming that the +Over-allotment Option is not exercised), Ms. Cheong, Renxiang Biotechnology, China True +Health Medical, Shuimu Medical Technology, Renyang Biotechnology, Chengzhen Health, +Jiarun Tongchuang, Jiarun Hechuang, Zhuhai Meijirui, Jiarun Xinchuang and Xinhui Runkang +will collectively hold approximately 41.96% of our total issued Shares. Accordingly, they will +remain as a group of Controlling Shareholders upon Listing. +Notes: +(1) As of the Latest Practicable Date, each of Renyang Biotechnology, Chengzhen Health and Jiarun Tongchuang +was owned as to (i) 99% by China True Health Medical as its limited partner; and (ii) 1% by Renxiang +Biotechnology as its general partner. +(2) As of the Latest Practicable Date, Jiarun Hechuang was owned as to (i) 99% by Shuimu Medical Technology +as its limited partner; and (ii) 1% by Renxiang Biotechnology as its general partner. +(3) As of the Latest Practicable Date, Zhuhai Meijirui was owned as to (i) 97%, 1% and 1% by Ms. Cheong, Ms. +Guo Jian ( ெ) (our executive Director and vice general manager of our Company) and Mr. Shi Jipeng ( ̦ +ᘄ) (our R&D director) as its limited partners, respectively; and (ii) 1% by Renxiang Biotechnology as its +general partner. Ms. Cheong, being the largest limited partner controlling 97% of equity interests in Zhuhai +Meijirui, controls the voting power of the Shares held by Zhuhai Meijirui. +(4) As of the Latest Practicable Date, Jiarun Xinchuang was owned as to (i) 66.67% and 32.33% by Ms. Xu Yan +(֧ࢱwho is our full-time external consultant experienced in mechanical engineering field, responsible for +providing advice on our product R&D and is an Independent Third Party, and Ms. Cheong as its limited +partners, respectively; and (ii) 1% by Renxiang Biotechnology as its general partner. +(5) Xinhui Runkang subscribed for registered capital of our Company of RMB33,650 in the Series Post A+ +financing in September 2021 on normal commercial terms and at the same consideration as the other investors +in the Series Post A+ financing. For details, see “Corporate Development — Our Company — Series Post A+ +financing in September 2021” above. Since the subscription of our Company’s equity interest by Xinhui +Runkang in September 2021 and up to the Latest Practicable Date, Xinhui Runkang was owned as to (i) 26%, +25%, 10% and 9% by Ji Caixia (ᒳ), Li Yi ( ҽᆇ), Huang Yin ( රত) and Zhang Dongwu (؛؇as its +limited partners, respectively. These limited partners are passive investors who are not holding the equity +interest in Xinhui Runkang as nominees, and are acquaintances of Ms. Cheong by way of introduction by an +alumni at Fudan University, are neither current nor former employees of our Group and are Independent Third +Parties; and (ii) 30% by Renxiang Biotechnology as its general partner. +(6) As of the Latest Practicable Date, Renxiang Biotechnology was owned as to (i) 99.99% by Ms. Cheong; and +(ii) 0.01% by Ms. Yu Lili ( ɲ), an Independent Third Party. +(7) As of the Latest Practicable Date, each of China True Health Medical and Shuimu Medical Technology was +owned as to (i) 96.67% by Ms. Cheong; and (ii) 3.33% by Mr. Cheong Kam Leng ( ੵᎀཕ), father of Ms. +Cheong. +RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS +– 224 – + + +--- page 236 --- +Ms. Cheong is our executive Director, chairperson of our Board and general manager of +our Company. For biographical details of Ms. Cheong, see “Directors and Senior +Management—Directors”. +INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS +Having considered the following factors, our Directors are satisfied that we are capable +of carrying on our business independently of our Controlling Shareholders and their respective +close associates after Listing. +Management Independence +Our Board is composed of three executive Directors, one non-executive Director and +three independent non-executive Directors. Ms. Cheong, who is our Controlling Shareholder, +also serves as our executive Director, the chairperson of our Board and the general manager of +our Company. Together with the support of our senior management, our Directors are +responsible for overseeing and managing the day-to-day operations of our business. For details, +see “Directors and Senior Management”. +Our Directors consider that our Board and senior management are capable of managing +our Group independently of our Controlling Shareholders for the following reasons: +(a) each Director is aware of his/her fiduciary duties as a Director, which include, +amongst others, acting for the benefit and in the best interests of our Company and +avoiding any conflicts between his/her duties as a Director and his/her personal +interests; +(b) in the event that any Director or any of his/her close associates has a material +interest or potential conflict of interest in connection with any transaction or +arrangement to be entered into between our Group and any of our Directors or their +respective associates, such Director(s) shall fully disclose such matters to our Board +and abstain from voting at the relevant meeting of our Board in respect of such +transactions and shall not be counted in the quorum. Additionally, our Group has +implemented certain corporate governance measures for situations involving +conflicts of interests, see “—Corporate Governance Measures” in this section for +further details; +(c) three out of seven Directors are independent non-executive Directors with extensive +experience in various professions who are appointed pursuant to the requirements of +the Listing Rules, and will bring independent judgment to the decision-making +process of our Board; +(d) any connected transactions between our Group and our Controlling Shareholders are +subject to the Listing Rules, which stipulate the requirements in relation to annual +reporting, review, announcement, circular and independent shareholders’ approval +(where applicable); and +(e) the main functions of our Board include approving our Group’s overall business +plans and strategies, monitoring the implementation of such business plans, +strategies and policies, and managing our Company’s day-to-day affairs. Our Board +acts collectively by majority decisions in accordance with the Articles and the +applicable laws, and no single Director has any decision-making power unless +otherwise authorized by our Board. +Operational Independence +We have established our own organizational structure consisting of individual +departments, such as the finance department, human resources and administration department, +technology center, project management department, R&D center, manufacturing center and +marketing center. Each department is assigned specific areas of responsibility. We have +implemented a set of internal control mechanisms to enhance the efficiency of our business +RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS +– 225 – + + +--- page 237 --- +operations. In addition to our sufficient assets, capital and employees, we have obtained and +possess all relevant licenses, permits, approvals and intellectual properties required to conduct +our business independently. Furthermore, we have independent access to our suppliers and +customers. +Based on the above, our Directors are of the view that our Group can operate +independently of our Controlling Shareholders and their close associates upon Listing. +Financial Independence +Our finance department is responsible for handling the major finance operations of our +Group and is capable of making financial decisions independently according to our own +business needs. We manage our bank accounts independently, and do not share any bank +accounts with our Controlling Shareholders or their close associates. In addition, we have +sufficient capital to operate our business independently and have adequate internal resources +to support our daily operations. +During the Track Record Period, we had (i) an unutilized bank facility of +RMB15,000,000, which was guaranteed by Ms. Cheong and (ii) two loans of MOP1,000,000 +and MOP300,000 from Ms. Cheong and Mr. Cheong Kam Leng ( ੵᎀཕ), the father of Ms. +Cheong, respectively, both at an interest rate of 12% per annum, which was higher than the +market interest rates at the relevant time, which was primarily attributable to the relatively +short borrowing term, the unsecured nature of the loan and the urgent funding needs at the time. +All the aforementioned guarantee and loans had been settled as of the Latest Practicable Date. +As of the Latest Practicable Date, our Group does not rely on our Controlling +Shareholders and/or their respective close associates for any provision of financial assistance. +Our Directors confirm that as of the Latest Practicable Date, on one hand, none of the +Controlling Shareholders or their respective close associates provided any loans, guarantees or +pledges to our Group and, on the other hand, our Group did not provide any loans, guarantees +or pledges to our Controlling Shareholders. +Based on the above, our Directors are of the view that our Group is able to operate with +financial independence from our Controlling Shareholders and their close associates upon +Listing. +RULE 8.10 OF THE LISTING RULES +Our Controlling Shareholders, our Directors and their respective close associates confirm +that they do not have any interest in a business apart from our Group’s business which +competes or is likely to compete, directly or indirectly, with our Group’s business and would +require disclosure under Rule 8.10 of the Listing Rules. +CORPORATE GOVERNANCE MEASURES +Our Company will comply with the provisions of the Corporate Governance Code set out +in Appendix C1 to the Listing Rules, which sets out principles of good corporate governance. +Our Directors believe that there are adequate corporate governance measures in place to +manage the potential conflicts of interests between our Controlling Shareholders and our Group +and to safeguard the interests of our Shareholders taken as a whole for the following reasons: +(a) where a Shareholders’ meeting is to be held for considering proposed transactions +in which our Controlling Shareholders or any of his/its associates has a material +interest, our Controlling Shareholders will not vote on the resolutions and shall not +be counted towards the quorum in the voting; +(b) our Group has established internal control mechanisms to identify connected +transactions. Our Company will comply with the requirements in relation to +connected transactions under the Listing Rules upon Listing; +(c) we are committed to ensuring that our Board should include a balanced composition +of executive, non-executive and independent non-executive Directors. We have +appointed three independent non-executive Directors whom we believe possess +sufficient experience and are free of any business and/or other relationship which +could interfere in any material manner with the exercise of their independent +RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS +– 226 – + + +--- page 238 --- +judgment. Our independent non-executive Directors will be able to provide an +impartial and external opinion to protect the interests of our public Shareholders. +For details of our independent non-executive Directors, see “Directors and Senior +Management—Directors”; +(d) our Directors will operate in accordance with the Articles which require the +interested Director not to vote (nor be counted in the quorum) on any resolution of +our Board approving any contract or arrangement or other proposal in which he/she +or any of his/her close associates is materially interested except as permitted by the +Articles; +(e) where our Directors reasonably request the advice of independent professionals, +such as financial advisor, the appointment of such independent professionals will be +made at our Company’s expense; and +(f) we have appointed Maxa Capital Limited as our compliance advisor, which will +provide advice and guidance to us in respect of compliance with the applicable laws +and the Listing Rules, including various requirements relating to directors’ duties +and internal controls. +Based on the above, our Directors are satisfied that sufficient corporate governance +measures have been put in place to manage conflicts of interest that may arise between our +Group and our Controlling Shareholders, and to protect our minority Shareholders’ interests +after the Listing. +RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS +– 227 – + + +--- page 239 --- +SUBSTANTIAL SHAREHOLDERS +So far as our Directors are aware, immediately following the completion of the Global +Offering and without taking into account any H Shares which may be issued pursuant to the +exercise of the Over-allotment Option, the following person will have an interest or short +position in the H Shares or underlying Shares which will be required to be disclosed to our +Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the +SFO, or will be, directly or indirectly, interested in 10% or more of the nominal value of any +class of share capital carrying rights to vote in all circumstances at general meetings of our +Company or any of our subsidiaries: +As of the Latest Practicable Date (1) +Immediately following the completion +of the Global Offering (assuming +that the Over-allotment Option +is not exercised) (1) +Name of Shareholder +Capacity/Nature of +interest +Number of +Shares +Approximate +percentage of +interest in our +Company +Number of +H Shares +Approximate +percentage of +interest in our +Company +Ms. Cheong /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Interested in controlled +corporation (2) +14,959,232(L) 46.63% 14,959,232(L) 41.96% +Renxiang Biotechnology /H1100Interested in controlled +corporation (2) +14,959,232(L) 46.63% 14,959,232(L) 41.96% +China True Health +Medical /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Interested in controlled +corporation (3) +8,760,000(L) 27.30% 8,760,000(L) 24.57% +Renyang Biotechnology /H1100Beneficial +interest ( 2&3 ) +3,360,000(L) 10.47% 3,360,000(L) 9.43% +Chengzhen Health /H1100/H1100/H1100/H1100Beneficial +interest ( 2&3 ) +3,000,000(L) 9.35% 3,000,000(L) 8.42% +Guangdong-Macao +Cooperation & +Development Fund +(ږ +(Υྫ)) +(“Guangdong-Macao +Development Fund ”) /H1100 +Interested in controlled +corporation +(4) +2,877,337(L) 8.97% 2,877,337(L) 8.07% +Hengqin Guangdong- +Macao Development & +Investment Co., Ltd.* +(ࠢ +ʮ̡)( “ Guangdong- +Macao Investment ”)/H1100/H1100 +Beneficial interest +(4) 2,877,337(L) 8.97% 2,877,337(L) 8.07% +Jiarun Tongchuang /H1100/H1100/H1100/H1100Beneficial +interest ( 2&3 ) +2,400,000(L) 7.48% 2,400,000(L) 6.73% +Shuimu Medical +Technology /H1100/H1100/H1100/H1100/H1100/H1100 +Interested in controlled +corporation (5) +2,293,900(L) 7.15% 2,293,900(L) 6.44% +Jiarun Hechuang /H1100/H1100/H1100/H1100/H1100Beneficial +interest ( 2&5 ) +2,293,900(L) 7.15% 2,293,900(L) 6.44% +Zhuhai Meijirui /H1100/H1100/H1100/H1100/H1100/H1100Beneficial interest (2) 2,071,682(L) 6.46% 2,071,682(L) 5.81% +China International +Capital Corporation +Limited (ፄ +ʮ̡) +(“CICC”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Interested in controlled +corporation +(6) +2,014,137 (L) 6.28% 2,014,137(L) 5.65% +Beijing Jinke Junchuang +Investment Management +Co., Ltd.* (ё +ʮ̡) +(“Jinke Junchuang ”) /H1100 +Interest in controlled +corporation +(7) +1,955,547(L) 6.10% 1,955,547(L) 5.49% +SUBSTANTIAL SHAREHOLDERS +– 228 – + + +--- page 240 --- +As of the Latest Practicable Date (1) +Immediately following the completion +of the Global Offering (assuming +that the Over-allotment Option +is not exercised) (1) +Name of Shareholder +Capacity/Nature of +interest +Number of +Shares +Approximate +percentage of +interest in our +Company +Number of +H Shares +Approximate +percentage of +interest in our +Company +Beijing Jinke Huiyu +Venture Capital +Partnership (Limited +Partnership)* (߅ږ +ි◔௴ุҳ༟ΥྫΆุ +(Υྫ)) (“ Jinke +Huiyu ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Beneficial interest +(7) 1,955,547(L) 6.10% 1,955,547(L) 5.49% +Jiarun Xinchuang /H1100/H1100/H1100/H1100/H1100Beneficial interest (2) 1,800,000(L) 5.61% 1,800,000(L) 5.05% +Notes: +1. The letter “L” denotes the entity/person’s long position (as defined under Part XV of the SFO) in such Shares. +2. As of the Latest Practicable Date, Renxiang Biotechnology is the general partner of each of Renyang +Biotechnology, Chengzhen Health, Jiarun Tongchuang, Jiarun Hechuang, Zhuhai Meijirui, Jiarun Xinchuang +and Xinhui Runkang and Renxiang Biotechnology is held as to 99.99% by Ms. Cheong and 0.01% by Ms. Yu +Lili ( ɲ). As such, each of Ms. Cheong and Renxiang Biotechnology is deemed to be interested in the +Shares held by Renyang Biotechnology, Chengzhen Health, Jiarun Tongchuang, Jiarun Hechuang, Zhuhai +Meijirui, Jiarun Xinchuang and Xinhui Runkang under the SFO. +3. As of the Latest Practicable Date, Renyang Biotechnology, Chengzhen Health and Jiarun Tongchuang were +owned as to 99% by China True Health Medical as their sole limited partner. As such, China True Health +Medical is deemed to be interested in the Shares held by Renyang Biotechnology, Chengzhen Health and Jiarun +Tongchuang under the SFO. +4. As of the Latest Practicable Date, Guangdong-Macao Investment was owned as to 50% by Guangdong-Macao +Development Fund. As such, Guangdong-Macao Development Fund is deemed to be interested in the Shares +held by Guangdong-Macao Investment under the SFO. +5. As of the Latest Practicable Date, Jiarun Hechuang was owned as to 99% by Shuimu Medical Technology as +its sole limited partner. As such, Shuimu Medical Technology is deemed to be interested in the Shares held by +Jiarun Hechuang under the SFO. +6. As of the Latest Practicable Date, our Company was owned as to 1.35%, 0.45% and 4.48% by Huzhou CICC +Qihe Equity Investment Partnership (Limited Partnership)* (ᛆҳ༟ΥྫΆุ(Υྫ)) +(“CICC Qihe ”), Dongrong No. 1 (Zhuhai Hengqin) Equity Investment Partnership (Limited Partnership)* (؇ +ፄఠ(मऎዑೞ)ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Dongrong No. 1 ”) and Hengqin Guangdong Macao Deep +Cooperation Zone Industrial Investment Fund (Limited Partnership)* (ږ(Ϟ +Υྫ)) (“ Hengqin Industrial ”), respectively. As of the Latest Practicable Date, (i) CICC Private Equity +Management Co., Ltd.* (ʮ̡), a wholly-owned subsidiary of CICC, is the general +partner of CICC Qihe; (ii) CICC Capital Management Co., Ltd.* (ʮ̡)( “CICC Capital ”), +a wholly-owned subsidiary of CICC, is the general partner of Dongrong No. 1; and (iii) CICC Capital is the +general partner of Hengqin Industrial. As such, CICC is deemed to be interested in the Shares held by CICC +Qihe, Dongrong No. 1 and Hengqin Industrial under the SFO. +7. As of the Latest Practicable Date, Jinke Huiyu was owned as to 1.83% by Beijing Jinke Junlian Technology +Development Center (Limited Partnership)* (ʕː(Υྫ)) (“Jinke Junlian ”) as its +general partner, and Jinke Junlian was owned as to 50% by Jinke Junchuang as its general partner. As such, +Jinke Junchuang is deemed to be interested in the Shares held by Jinke Huiyu. +Save as disclosed herein, our Directors are not aware of any persons who will, +immediately following the completion of the Global Offering and without taking into account +any H Shares which may be issued pursuant to the exercise of the Over-allotment Option, have +an interest or short position in the Shares or underlying Shares which would fall to be disclosed +to our Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV +of the SFO, or, will be, directly or indirectly, interested in 10% or more of the nominal value +of any class of share capital carrying rights to vote in all circumstances at 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 +– 229 – + + +--- page 241 --- +SHARE CAPITAL +As of the Latest Practicable Date, the registered capital of our Company is +RMB32,082,303 divided into 32,082,303 Domestic Unlisted Shares with a nominal value of +RMB1.00 each. +Assuming that the Over-allotment Option is not exercised, the share capital of our +Company immediately following the Global Offering will be increased to RMB35,647,003 and +set out as follows: +Number of +Shares Description of Shares +Approximate % of +the Enlarged Share +Capital after the +Global Offering +32,082,303 H Shares to be converted from Domestic Unlisted +Shares +90.00% +3,564,700 H Shares to be issued under the Global Offering 10.00% +35,647,003 100.00% +Assuming that the Over-allotment Option is exercised in full, the share capital of our +Company immediately following the Global Offering will be increased to RMB36,181,703 and +set out as follows: +Number of +Shares Description of Shares +Approximate % of +the Enlarged Share +Capital after the +Global Offering +32,082,303 H Shares to be converted from Domestic Unlisted +Shares +88.67% +3,564,700 H Shares to be issued under the Global Offering 9.85% +534,700 H Shares to be issued upon full exercise of the +Over-allotment Option +1.48% +36,181,703 100.00% +OUR SHARES +The H Shares in issue following the completion of the Global Offering and the Domestic +Unlisted Shares are ordinary Shares in the share capital of our Company, and are considered +as one class of Shares. However, apart from certain qualified domestic institutional investors +in the PRC, qualified PRC investors under the Shanghai-Hong Kong Stock Connect, the +Shenzhen-Hong Kong Stock Connect or other persons who are entitled to hold our H Shares +pursuant to the relevant PRC laws and regulations or upon approvals of any competent +authorities, including our existing Shareholders who may convert their Domestic Unlisted +Shares into H Shares upon completion of filing with the CSRC, H Shares generally may not +be subscribed for by or traded between legal or natural persons of the PRC. +The Domestic Unlisted Shares and H Shares will rank pari passu with each other in all +respects and, in particular, will rank equally for all dividends or distributions declared, paid or +made after the date of this prospectus. Dividends in respect of our Shares may be paid by us +in Hong Kong dollars or Renminbi. In addition to cash, dividends may be distributed in the +form of Shares. +SHARE CAPITAL +– 230 – + + +--- page 242 --- +CONVERSION OF OUR DOMESTIC UNLISTED SHARES INTO H SHARES +On December 10, 2025, our Company has filed for a “full circulation” of all the existing +32,082,303 Domestic Unlisted Shares into H Shares on a one-for-one basis, and submitted the +application reports, authorization documents of the shareholders of Domestic Unlisted Shares +for which H-share “full circulation” is applied, explanation about the compliance of share +acquisition and other documents in accordance with the requirements of the CSRC. +The relevant filings of the conversion of the existing 32,082,303 Domestic Unlisted +Shares held by the existing Shareholders into H Shares on a one-for-one basis have been +completed on May 19, 2026. +Upon completion of the Global Offering, if any of our Shares are not listed or traded on +any stock exchange, the holders of our Domestic Unlisted Shares may convert their Shares into +H Shares provided such conversion shall have gone through any requisite internal approval +processes and complied with the regulations prescribed by the securities regulatory authorities +of the State Council and the regulations, requirements and procedures prescribed by the +overseas stock exchange(s) and have completed the required filing with the securities +regulatory authorities of the State Council, including the CSRC. The listing of such converted +Shares on the Stock Exchange will also require the approval of the Stock Exchange. +Based on the procedures for the conversion of our Domestic Unlisted Shares into H +Shares as disclosed in this section, we can apply for the listing of all or any portion of our +Domestic Unlisted Shares on the Stock Exchange as H Shares in advance of any proposed +conversion to ensure that the conversion process can be completed promptly upon notice to the +Stock Exchange and delivery of Shares for entry on the H Share register. As any listing of +additional Shares after our initial listing on the Stock Exchange is ordinarily considered by the +Stock Exchange to be a purely administrative matter, it will not require such prior application +for listing at the time of our initial listing in Hong Kong. +No class Shareholder voting is required for the listing and trading of the converted Shares +on the Stock Exchange. Any application for listing of the converted Shares on the Stock +Exchange after our initial listing is subject to prior notification by way of announcement to +inform Shareholders and the public of such proposed conversion. +After all the requisite approvals have been obtained, the following procedures will need +to be completed: the relevant Domestic Unlisted Shares will be withdrawn from the Share +register and we will re-register such Shares on our H Share register maintained in Hong Kong +and instruct the H Share Registrar to issue H Share certificates. Registration on our H Share +register will be on the condition that (a) our H Share Registrar lodges with the Stock Exchange +a letter confirming the proper entry of the relevant H Shares on the H Share register of +members and the due dispatch of H Share certificates and (b) the admission of the H Shares +to trade on the Stock Exchange will comply with the Listing Rules and the General Rules of +HKSCC and the HKSCC Operational Procedures in force from time to time. Until the +converted Shares are re-registered on our H Share register, such Shares would not be listed as +H Shares. +RESTRICTIONS ON SHARE TRANSFER +In accordance with the PRC Company Law, the shares issued prior to any public offering +of shares by a company cannot be transferred within one year from the date on which such +publicly offered shares are listed and traded on the relevant stock exchange. As such, the +Shares issued by our Company prior to the issue of H Shares will be subject to such statutory +restriction on transfer within a period of one year from the Listing Date. +Our Directors and members of the senior management of our Company shall declare their +shareholdings in our Company and any changes in their shareholdings. Shares transferred by +our Directors and members of the senior management each year during their term of office shall +not exceed 25% of their total respective shareholdings in our Company. The Shares that the +aforementioned persons held in our Company cannot be transferred within one year from the +SHARE CAPITAL +– 231 – + + +--- page 243 --- +date on which the shares are listed and traded, nor within half a year after they leave their +positions in our Company. The Articles of Association may contain other restrictions on the +transfer of the Shares held by our Directors and members of senior management and certain +employees of our Company. +For more information on the lock-up undertaking given by our Controlling Shareholders +pursuant to Rule 10.07 of the Listing Rules, see “Underwriting—Underwriting Arrangements +and Expenses—Undertakings to the Stock Exchange Pursuant to the Listing Rules—(B) +Undertakings by our Controlling Shareholders.” +INCREASE IN SHARE CAPITAL +As advised by our PRC Legal Advisors, pursuant to the Articles of Association and +subject to the requirements of the relevant PRC laws and regulations, our Company, upon the +Listing of our H Shares, is eligible to enlarge its share capital by issuing either new H Shares +or new Domestic Unlisted Shares on condition that such proposed issuance shall be approved +by a special resolution of Shareholders in general meeting conducted in accordance with the +provisions of the Articles of Association and that such issuance complies with the Listing Rules +and other relevant laws and regulations of Hong Kong. To adopt a special resolution of +Shareholders in general meeting, more than the two-thirds of the votes represented by the +Shareholders (including proxies) present at the general meeting must be exercised in favor of +the resolution. +CIRCUMSTANCES UNDER WHICH GENERAL MEETINGS ARE REQUIRED +For more information on circumstances under which our Shareholders’ general meetings +are required, see “Appendix V—Summary of Articles of Association.” +DOMESTIC UNLISTED SHARE TRANSFER REGISTRATION SERVICES +According to the Guidelines for the “Full Circulation” Program for Domestic Unlisted +Shares of H-share Listed Companies (H΅͡ሗ“ஷ”ˏ) +announced by the CSRC, the domestic shareholders of unlisted shares shall handle share +transfer registration business in accordance with the relevant business rules of the CSDC. +Further, H-share companies should submit the relevant status reports to the CSRC within 15 +days after the transfer registration with the CSDC of the shares involved in the application is +completed. +SHARE CAPITAL +– 232 – + + +--- page 244 --- +Y ou should read the following discussion and analysis in conjunction with our +audited consolidated financial statements included in the Accountants’ Report set out +in Appendix I to this prospectus, together with the accompanying notes. Our +consolidated financial information has been prepared in accordance with IFRS. Y ou +should read the entire Accountants’ Report and not merely rely on the information +contained in this section. +The following discussion and analysis contain forward-looking statements that +reflect our current views with respect to future events and financial performance that +involve risks and uncertainties. These statements are based on assumptions and +analysis made by us in light of our experience and perception of historical events, +current conditions and expected future developments, as well as other factors we +believe are appropriate under the circumstances. In evaluating our business, you +should carefully consider all the information provided in this prospectus. +OVERVIEW +Founded in 2018, we are engaged in developing and commercializing percutaneous +puncture and ablation surgical robots in China. We have one Core Product, a percutaneous +puncture surgical robot available in four models, namely, TH-S1, TH-S, TH-S Pro and TH-SA. +Beyond our Core Product, our pipeline also includes two key products, the percutaneous +microwave ablation surgical robot TH-X MW approved for the treatment of liver and lung +tumors and the percutaneous microwave ablation surgical robot TH-X HMW approved for the +treatment of liver tumors, and five additional product candidates, including the TH-P series of +compact percutaneous puncture surgical robots which are approved for lung and abdominal +puncture, the MW150 microwave ablation device, the TH-X Cryo cryoablation robot, the +TH-LS KI300 and TH-LS LU100 ex vivo organ preservation and assessment systems and a full +range of dedicated disposables compatible with our surgical robots and organ preservation and +assessment systems. +Following the receipt of our first commercialization approval in China in 2022, we +commenced the commercialization of our Core Product in China in 2023. During the Track +Record Period, we generated limited revenue from sales of two models of our Core Product, +namely TH-S and TH-S Pro, our key products and other products, as well as medical +disposables on a small scale. Our revenue amounted to RMB1.8 million and RMB12.2 million +in 2024 and 2025, respectively. Given our early stage of commercialization, we incurred loss +for the year of RMB92.2 million and RMB90.1 million in 2024 and 2025, respectively, mainly +resulting from significant research and development expenses, as well as selling and +distribution expenses and administrative expenses incurred to support our product development +and initial commercialization. +We expect to continue to incur net losses in the near future. As we continue to advance +our R&D efforts with an aim to expanding indications of our Core Product, continuing the +development of, and seeking approval for our key products and other product pipelines, and +further strengthen manufacturing and commercialization capabilities, we anticipate incurring +significant amounts of research and development expenses and other operating costs. +Meanwhile, we expect our revenue streams to evolve as commercialization of our Core Product +progresses in the near future. We believe the expanding revenue streams will set the stage for +a steady approach towards profitability. +BASIS OF PRESENTATION +Our historical financial information has been prepared in accordance with all applicable +IFRS as issued by the International Accounting Standards Board (the “ IASB”). All IFRS +effective for the accounting period commencing from January 1, 2025 together with the +relevant transitional provisions, have been early adopted by our Company in the preparation of +the historical financial information throughout the Track Record Period. +Pursuant to the supplemental agreements entered into between our Company and the +Pre-IPO Investors in relation to the termination of certain of special rights granted by us, +including redemption rights and joint and several liability assumed by our Company pertaining +FINANCIAL INFORMATION +– 233 – + + +--- page 245 --- +to redemption obligation of controlling shareholders which are void ab initio as described in +note 27 to the Accountants’ Report set out in Appendix I to this prospectus, and having taken +into account the applicable legal and regulatory framework of our Company’s jurisdiction and +the governing law of the supplementary agreements, our Directors considered it appropriate to +present the Pre-IPO Investments as equity throughout the Track Record Period in respect of the +ordinary shares issued to Pre-IPO investors. For details, see note 27 of the Accountants’ Report +set out in Appendix I to this prospectus. +The historical financial information has been prepared under the historical cost basis, +except for financial assets at fair value through profit or loss, which have been measured at fair +value. +KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS +We believe our results of operations and financial conditions are mainly affected by a +number of general factors that impact our ability to capitalize on the growth of target markets, +including but not limited to (i) the overall economic growth and conditions; (ii) technological +advancement in the sectors in which we operate; and (iii) regulatory environment. +In addition, our results of operations are also primarily affected by the following +company-specific factors: +Growth and Competitive Landscape of the Global Medical Robot Market +Our financial performance and growth depend on the overall growth of the global, in +particular, China’s medical robot market. Supported by sustained technological innovation, +rising clinical demand for precision and standardized care, and digital transformation across +healthcare systems, the global and China’s medical robotic market is expected to continue to +grow. According to CIC, the global medical robot market has entered a period of rapid growth +and is expected to reach US$70.0 billion by 2031. Meanwhile, China is expected to be a major +contributor, with market size growing from US$3.6 billion in 2025 to US$16.4 billion by 2031, +implying a CAGR of 29.9% from 2026 to 2031, underpinned by policy support, accelerating +hospital automation, local manufacturing capacity and cost advantages. +In addition, changes in competitive landscape in the medical robot market in China and +globally will also affect our results of operations. Globally, the percutaneous puncture surgical +robot market is transitioning into a new phase defined by tighter convergence of imaging +navigation, intelligent planning and robotic execution. China’s percutaneous puncture surgical +robot market is still at an early stage, with a limited pool of approved products and new +entrants emerging. As of the Latest Practicable Date, a total of 21 percutaneous puncture +surgical robots had obtained NMPA approvals in China (including 5 from us), comprising 19 +domestic products and two imported products. Among them, our systems recorded the highest +number of shipments nationwide in 2025, while the company also ranked first nationwide in +overall market share by revenue in 2025. Going forward, as more market participants enter and +contribute to medical robot industry, we expect the overall development of the market to +accelerate, thereby fueling its growth. In September 2024, our percutaneous microwave +ablation surgical robot, TH-X MW, obtained NMPA approval. +We believe that by leveraging our leadership in percutaneous and ablation surgical robots +in China, together with our proven track record in clinical applications and strong support of +government initiatives promoting the development of innovative enterprises, we are well- +positioned to capture expected growth of the market with our robust product portfolio and +improve our financial performance and results of operations in the near future as we advance +through commercialization. +Development and Commercialization of our Pipeline Products +Our business and results of operations depend on our ability to successfully advance the +development of our pipeline products. As of the Latest Practicable Date, we had obtained eight +NMPA Class III medical device registration certificates (including two under the innovative +device program, comprising one domestic first and one global first, and excluding disposables) +and two NMPA Class II registration certificates (excluding disposables). As of the same date, +the flagship model of our Core Product, TH-S1 was under development for other indications +in addition to the commercialized indication. Beyond our Core Product, our pipeline also +includes two key products, TH-X MW and TH-X HMW, both percutaneous microwave ablation +surgical robots approved for the treatment of liver tumors with TH-X MW also approved for +FINANCIAL INFORMATION +– 234 – + + +--- page 246 --- +the treatment of lung tumors, and additional product candidates, including the TH-P series of +compact percutaneous puncture surgical robots which are approved for lung and abdominal +puncture, the MW150 microwave ablation device, the TH-X Cryo cryoablation robot, the +TH-LS KI300 and TH-LS LU100 ex vivo organ preservation and assessment systems and a full +range of dedicated disposables compatible with our surgical robots and organ preservation and +assessment systems. For more information on the development status of our pipeline products, +see “Business—Our Product Portfolio.” As a result, our ability to sustain an innovative, safe +and efficient pipeline accepted by the physicians and hospital community is crucial for our +business and results of operations. +Our Ability to Successfully Ramp up Sales of Approved Product +Our business and results of operations depend on our ability to commercialize our +pipeline candidates, if they are approved, for marketing. During the Track Record Period, we +sold two models of our Core Product, namely TH-S and TH-S Pro, our key products and other +products, as well as medical disposables on a small scale. As we generate revenue primarily +from product sales, pricing and sales volume of our commercialized products has a significant +impact on our results of operations. Currently, we are still in the early stage of +commercialization and we are in the process of promoting market acceptance of our products +by the physician and hospital communities. Although percutaneous puncture and ablation +surgical robots address key challenges in traditional percutaneous procedures, the market +adoption of the Core Product has faced various difficulties and challenges, including (i) these +systems target soft tissue organs in the lung and abdomen that move with respiration, which is +more technically and clinically demanding than earlier orthopedic robots that use rigid +registration. This requires time for physician training and adoption; (ii) the systems replace +freehand puncture, so early commercialization depends on academic engagement, strong +clinical outcomes, and peer reviewed evidence—work that can take years; (iii) initial users are +top tier public hospitals with long procurement cycles. The process typically spans about three +years, moving from promotion and trial use to clinical evaluation, departmental requests, +hospital approvals, inclusion in the annual government budget, and tendering in the following +year; and (iv) the difficulties and challenges in the market adoption of the Core Product are +partially due to the historical lack of unified medical service fee items and standardized +charging codes at the national level. Although a dedicated national billing code for procedures +assisted by these products recently became available in January 2026, according to CIC, it +takes two to three years for hospitals to finalize the pricing. In addition, we plan to expand our +international footprint and build global presence. For example, we submitted the CE marking +application for TH-S1 in January 2026. Our ability to do so, however, depends on the +successful commercialization of such product and whether we are able to effectively implement +our marketing strategies. Our key products and other pipeline products, after obtaining relevant +regulatory approvals, may also require significant marketing efforts to improve market +acceptance before we generate any revenue from product sales. +Our Ability to Improve Operating Efficiency +Our profitability will depend upon our ability to effectively control our cost of sales and +improve operating efficiency. Our cost of sales primarily consists of (i) raw material costs; (ii) +manufacturing costs, including depreciation and amortization, utility costs, and repair and +maintenance expenses; and (iii) labor costs. Our cost of sales as a percentage of revenue was +26.9% and 23.7% in 2024 and 2025, respectively. Currently, we are still in an early stage of +commercializing our products. As our production volume and revenue grow, we expect our cost +of sales as a percentage of revenue may decrease, which will drive our future business growth. +For details, see “—Principal Components of Consolidated Statements of Profit or Loss and +Other Comprehensive Income.” +In addition, our business and results of operations are significantly affected by our +operating cost structure, which primarily consisted of research and development expenses, +administrative expenses and selling and distribution expenses during the Track Record Period. +Research and development activities are central to our business. Our R&D efforts are +guided by unmet needs evidenced in the surgical robot market, and we strive to address these +clinical needs by advancing surgical robots to benefit both physicians and patients on a wider +scale. See “Business—Research and Development.” In 2024 and 2025, our research and +development expenses amounted to RMB50.8 million and RMB56.9 million, respectively, +FINANCIAL INFORMATION +– 235 – + + +--- page 247 --- +representing 40.4% and 39.7% of our total operating expenses (being research and +development expenses, administrative expenses and selling and distribution expenses), +respectively. We expect that our research and development costs will continue to contribute to +a large proportion of our total operating expenses for the foreseeable future as we move +pipeline products currently at earlier clinical stage into more advanced clinical trials and +advance preclinical programs into clinical trials, as well as our continued clinical development +of our pipeline products. +We had established an in-house sales and marketing team comprising 51 members as of +the Latest Practicable Date to provide our end customers with dedicated support. In 2024 and +2025, we incurred selling and distribution expenses of RMB40.1 million and RMB38.0 million, +respectively. As we expect to ramp up sales of our commercialized products and receive +marketing approvals for more pipeline products, we will further expand our sales and +marketing efforts and our in-house sales and marketing team, and our selling and distribution +expenses will increase accordingly. In 2024 and 2025, we incurred administrative expenses of +RMB34.9 million and RMB48.2 million, respectively. We expect our administrative expenses +to increase in the future to support our business expansion. We also anticipate increasing legal, +compliance, accounting, insurance and investor and public relations expenses associated with +being a public company. +We expect our cost structure to evolve as our business expands and as we develop and +launch new products in the future. Going forward, we will continue to endeavor to further +improve operating efficiency and to achieve economies of scale to enhance our profit margin. +MATERIAL ACCOUNTING POLICIES AND ESTIMATES +We have identified certain accounting policies that are material to the preparation of our +consolidated financial statements. Some of our accounting policies involve subjective +estimates and assumptions, as well as complex judgments related to accounting items. In each +case, the determination of these items requires management judgments based on information +and financial data that may change in future periods. There has not been any material deviation +from our management’s estimates or assumptions and actual results, and we have not made any +material changes to these estimates or assumptions during the Track Record Period. We do not +expect any material changes to these estimates and assumptions in the foreseeable future. When +reviewing our financial information, you should consider: (i) our selection of accounting +policies; and (ii) the results to changes in conditions and assumptions. +We believe that the (i) material accounting information in relation to research and +development costs, revenue recognition, fair value measurement, investments and other +financial assets and classification as equity and financial liabilities, as detailed in note 2.3 to +the Accountants’ Report in Appendix I to this prospectus; and (ii) accounting judgments and +estimates including research and development expenses, recognition of income taxes and +deferred tax assets, impairment of non-financial assets, among others, as set forth in details in +note 3 to the Accountants’ Report in Appendix I to this prospectus are critical and/or involve +the most important estimates and judgments we used in preparing our financial statements. +Impairment of Non-financial Assets +We assess whether there are any indicators of impairment for all of our non-financial +assets (including right-of-use assets) at the end of year during the Track Record Period. We test +for impairment of our non-financial assets when there are indicators that the carrying amounts +may not be recoverable. An impairment exists when the carrying value of an asset or a +cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less +costs of disposal and its value in use. The calculation of the fair value less costs of disposal +is based on available data from binding sales transactions in an arm’s length transaction of +similar assets or observable market prices less incremental costs for disposing of the asset. +When value in use calculations are undertaken, our management must estimate the expected +future cash flows from the asset or cash-generating unit and choose a suitable discount rate in +order to calculate the present value of those cash flows. +As of December 31, 2024 and 2025, we did not identify any indicators of impairment for +our non-financial assets, given that, during the Track Record Period, (i) the right-of-use assets +and leasehold improvements were in use in the normal course of our operations, and no adverse +FINANCIAL INFORMATION +– 236 – + + +--- page 248 --- +changes affecting the leased properties had taken place during the Track Record Period or are +expected to take place in the near future in the technological, market, economic or legal +environment in which we operate; (ii) all equipment and intellectual property including +laboratory equipment and computer software remained in use in the normal course of our +operations, and no obsolescence or physical damage to these property and equipment, +right-of-use assets and intangible assets had taken place during the Track Record Period, or is +expected to take place in the near future. +CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER +COMPREHENSIVE INCOME +The following table sets forth our consolidated statements of profit or loss and other +comprehensive income for the years indicated: +Y ear ended December 31, +2024 2025 +(RMB’000) +Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,791 12,178 +Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(481) (2,884) +Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,310 9,294 +Other income and gains /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,264 45,479 +Selling and distribution expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(40,094) (38,044) +Administrative expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(34,851) (48,244) +Research and development expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(50,846) (56,874) +Impairment loss of financial assets and contract +assets, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(34) (123) +Other expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(308) (1,041) +Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(594) (398) +Share of loss of an associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (161) +Loss before tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(92,153) (90,112) +Income tax expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3) (1) +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(92,156) (90,113) +Other comprehensive loss +Other comprehensive expense that may be +reclassified into profit or loss in subsequent +periods: +Exchange differences on translation of foreign +operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (111) +Total comprehensive loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(92,156) (90,224) +Attributable to: +Owners of the parent /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(92,156) (90,224) +Non-controlling interests /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +For details on the accounting treatment of redemption rights of Pre-IPO investments, +see “—Share Capital and Total Equity” and note 27 to the Accountants’ Report set out in +Appendix I to this prospectus. +PRINCIPAL COMPONENTS OF CONSOLIDATED STATEMENTS OF PROFIT OR +LOSS AND OTHER COMPREHENSIVE INCOME +Revenue +During the Track Record Period, we remained in an early stage of commercialization of +our products and we generated limited revenue from sales of two models of Core Product, +namely TH-S, and TH-S Pro, key products and other products, as well as medical disposables, +which are single-use consumables compatible with our surgical robots, supporting their +continued use and functionality. The following table sets forth a breakdown of our revenue by +type, both in absolute amount and as a percentage of total, for the years indicated: +FINANCIAL INFORMATION +– 237 – + + +--- page 249 --- +Y ear ended December 31, +2024 2025 +RMB’000 % of total RMB’000 % of total +Sales of surgical robots /H1100/H1100/H1100/H1100/H1100/H1100/H11001,593 88.9 10,745 88.2 +Sales of disposables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100198 11.1 1,358 11.2 +Sales of products – subtotal /H1100/H11001,791 100.0 12,103 99.4 +Technical services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 75 0.6 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,791 100.0 12,178 100.0 +Our revenue increased significantly from RMB1.8 million in 2024 to RMB12.2 million +in 2025, primarily attributable to higher revenue recognized from the sale of our surgical robots +as a result of increased deliveries during the year. In particular, we delivered one TH-S in 2024, +compared with a total of six systems in 2025, comprising two TH-S systems, one TH-P system, +one TH-S Pro system and two TH-X MW systems. In addition, the increase in delivered +systems supported broader clinical utilization and contributed to higher sales of disposables. In +2025, we also recorded revenue from provision of technical services amounting to RMB75,000, +representing research and development services provided by us to an associate in relation to the +development of limb perfusion systems. +We derived all of our revenue from the PRC during the Track Record Period. The +following table sets forth a breakdown of our revenue from sales of products, including our +surgical robots and disposables, by geographical locations based on the locations of delivery +for the years indicated: +Y ear ended December 31, +2024 2025 +RMB’000 % of total RMB’000 % of total +Southern China region (1) /H1100/H1100/H1100/H1100198 11.1 6,385 52.7 +Western China region (2) /H1100/H1100/H1100/H1100– – 5,708 47.2 +Beijing region (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,593 88.9 10 0.1 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,791 100.0 12,103 100.0 +Notes: +(1) Including Guangdong. +(2) Including Guizhou and Yunnan. +(3) Including Beijing and Tianjin. +Cost of Sales +Our cost of sales primarily consists of (i) raw material costs; (ii) manufacturing costs, +mainly including depreciation and amortization, utility costs and repair and maintenance +expenses; and (iii) labor costs. The following table sets forth a breakdown of our cost of sales +by nature for the years indicated: +Y ear ended December 31, +2024 2025 +RMB’000 % of total RMB’000 % of total +Raw material costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100450 93.6 2,737 94.9 +Manufacturing costs /H1100/H1100/H1100/H1100/H1100/H1100/H110022 4.6 63 2.2 +Labor costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009 1.9 84 2.9 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100481 100.0 2,884 100.0 +FINANCIAL INFORMATION +– 238 – + + +--- page 250 --- +Our cost of sales increased significantly from RMB0.5 million in 2024 to RMB2.9 million +in 2025, primarily due to (i) higher raw material costs resulting from an increase in sales +volume of our surgical robots; and (ii) increased labor costs attributable to the expansion of our +production activities. +Gross Profit and Gross Profit Margin +Our gross profit was RMB1.3 million and RMB9.3 million in 2024 and 2025, +respectively. We achieved a gross profit margin of 73.1% and 76.3% in 2024 and 2025, +respectively. +The following table sets forth the gross profit and gross profit margin for the years +indicated: +Y ear ended December 31, +2024 2025 +Gross profit +Gross profit +margin Gross profit +Gross profit +margin +RMB’000 % RMB’000 % +Sales of surgical robots /H1100/H1100/H1100/H1100/H11001,216 76.3 8,236 76.6 +Sales of disposables /H1100/H1100/H1100/H1100/H1100/H1100/H110094 47.5 1,046 77.0 +Technical services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 12 16.0 +Total/overall /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,310 73.1 9,294 76.3 +Our gross profit margin is influenced by a number of interrelated factors. These include +variations in the mix of products sold/services provided, the pricing of our products/services +and the scale of our manufacturing operations. Additionally, products in early stages of +development may incur higher initial costs, which can impact our profit margins. Fluctuations +in raw material prices, labor costs and overall operational efficiency may further contribute to +changes in our gross profit margin. +Our gross profit margin increased from 73.1% in 2024 to 76.3% in 2025, primarily driven +by an increase in the gross profit margin from the sales of disposables from 47.5% in 2024 to +77.0% in 2025. The increase in gross profit margin from the sales of disposables was mainly +attributable to economies of scale from higher sales volume and the use of domestically +sourced substitute materials in 2025, which reduced unit costs. The gross profit margin from +the sales of surgical robots remained relatively stable at 76.3% and 76.6% in 2024 and 2025, +respectively. In 2025, we recorded gross profit margin of 16.0% for technical services provided +to an associate, Guangdong Kangyuan Hesheng Medical Technology Co., Ltd. (“ Kangyuan +Hesheng ”). As of December 31, 2025, we held 40% of the voting rights of Kangyuan Hesheng +and exercised significant influence over it. Kangyuan Hesheng is a technology company +principally engaged in research, development and sales of medical devices. +Other Income and Gains +The following table sets forth a breakdown of our other income and gains for the years +indicated: +Y ear ended December 31, +2024 2025 +(RMB’000) +Other income +Government grants /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,904 42,560 +Bank interest income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100623 473 +Investment income from financial products /H1100/H1100/H1100/H1100/H1100/H1100695 2,377 +Interest income arising from loan to a related +party /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–4 +Interest income arising from revenue contracts +containing financing component /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–1 2 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 49 +FINANCIAL INFORMATION +– 239 – + + +--- page 251 --- +Y ear ended December 31, +2024 2025 +(RMB’000) +Gains +Gain on termination of a lease contract /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031 4 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,264 45,479 +Our other income and gains increased by 36.7% from RMB33.3 million in 2024 to +RMB45.5 million in 2025, primarily due to (i) an increase in government grants. During the +Track Record Period, our government grants were primarily attributable to industry +development funds provided to support our research and development activities and one-off +incentives awarded under the Hengqin International Sci-Tech Innovation Competition ( ዑೞ +Ҧ௴อ௴ุɽᒄ), both of which were granted by the relevant local government authorities +and were non-recurring in nature. From time to time, we received subsidies, incentives and +awards in recognition of our research and development efforts and contributions. We have +benefited from the continued implementation of certain local government R&D expense +subsidy policies, and based on the relevant policy documents currently in force, such policies +have been implemented on an ongoing basis in recent years. The receipt of such subsidies +remains subject to the applicable government policies from time to time; and (ii) an increase +in investment income from financial products, as part of our treasury management to generate +income from surplus cash after we received capital contribution from our Pre-IPO investors in +early 2025. +From time to time, we hold certain financial assets measured at fair value through profit +or loss in accordance with applicable accounting standards, primarily reflecting our +investments in wealth management products, which we utilized as part of our treasury +management to generate returns on surplus cash while maintaining liquidity for our operating +needs. +Our investments in wealth management products are made in accordance with our internal +treasury management policies with a focus on capital preservation, liquidity management and +risk control. During the Track Record Period, we generally invested in low-risk wealth +management products issued by reputable financial institutions, with short tenors ranging from +one to six months. +We have established internal control procedures governing such investments. All +proposed investments in wealth management products are prepared and submitted by our +finance department, which is responsible for, among others, (i) assessing the nature, risk +profile, expected returns and maturity of the relevant products, (ii) monitoring our cash +position and anticipated operating cash flow requirements, and (iii) ensuring that such +investments are consistent with our internal policies and do not adversely affect our liquidity +position. Such investment proposals are subject to review and approval by our general manager +prior to execution. +Our management team has experience in financial and treasury management, and actively +monitors the performance and risk profile of our investments in wealth management products +on an ongoing basis. In evaluating and approving such investments, our management takes into +account our anticipated operational funding needs, capital expenditure requirements and +working capital commitments to ensure that sufficient liquidity is maintained for the Group’s +business operations. +Our Board exercises overall supervision over our treasury management activities, +including our investments in wealth management products. Our Board is regularly informed of +our treasury position and the status of our investments in wealth management products. Under +our internal policies, material investments in wealth management products that meet the +prescribed threshold are required to be reviewed by our Board. During the Track Record +Period, our investments were made within the scope authorized under our internal policies. +Following the Listing, any investment in wealth management products will be conducted +in compliance with the Listing Rules, including the applicable requirements under Chapter 14 +of the Listing Rules, where relevant. +FINANCIAL INFORMATION +– 240 – + + +--- page 252 --- +Selling and Distribution Expenses +Our selling and distribution expenses consisted of (i) staff costs, including salaries, bonus +and welfare for our sales personnel; (ii) office and business expenses, mainly representing +expenses incurred for business development activities, traveling expenses for our sales +personnel and other office expenses; (iii) marketing expenses, mainly representing costs +incurred in relation to marketing campaigns targeting our distributors and trainings provided +to hospitals; (iv) depreciation and amortization, mainly arising from surgical robots for trial +uses; and (v) others. The following table sets forth a breakdown of our selling and distribution +expenses by nature for the years indicated: +Y ear ended December 31, +2024 2025 +RMB’000 % of total RMB’000 % of total +Staff costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,950 52.3 19,199 50.5 +Office and business +expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,854 19.6 9,563 25.1 +Marketing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,306 18.2 5,461 14.4 +Depreciation and +amortization /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,482 6.2 2,610 6.9 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,502 3.7 1,211 3.1 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,094 100.0 38,044 100.0 +Our selling and distribution expenses decreased by 5.1% from RMB40.1 million in 2024 +to RMB38.0 million in 2025, primarily due to (i) a decrease in marketing expenses as a result +of fewer channel expansion agreements entered into during the year, and enhanced cost control +and optimization of our marketing and promotion strategies during the year; (ii) a decrease in +staff costs as a result of our adjustment to our sales team structure, leading to a decrease in +headcount. Such decreases were partially offset by an increase in office and business expenses +as a result of increased business traveling for our sales team during the year. +Administrative Expenses +Our administrative expenses consisted of (i) listing expenses, representing professional +fees incurred in relation to the Global Offering; (ii) staff costs, including salaries, bonus and +welfare for administrative personnel and our management; (iii) professional service fees, in +relation to market studies on local policies and routine legal, valuation and auditing services; +(iv) office and traveling expenses; (v) business development expenses; (vi) depreciation and +amortization; and (vii) others. The following table sets forth a breakdown of our administrative +expenses by nature for the years indicated: +Y ear ended December 31, +2024 2025 +RMB’000 % of total RMB’000 % of total +Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 16,045 33.3 +Staff costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,390 35.6 11,946 24.8 +Professional service fees /H1100/H1100/H11006,311 18.1 6,016 12.5 +Office and traveling +expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,701 16.4 4,768 9.9 +Business development +expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,287 15.2 4,747 9.8 +Depreciation and +amortization /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,057 14.5 4,617 9.6 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100105 0.2 105 0.1 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034,851 100.0 48,244 100.0 +FINANCIAL INFORMATION +– 241 – + + +--- page 253 --- +Our administrative expenses increased by 38.4% from RMB34.9 million in 2024 to +RMB48.2 million in 2025, primarily due to (i) the increase in listing expenses. Such increase +was partially offset by savings in other administrative expense categories as a result of cost +control measures. +Research and Development Expenses +Our research and development expenses consist of (i) staff costs, including salaries, bonus +and welfare for research and development employees; (ii) raw material costs; (iii) depreciation +and amortization, mainly attributable to our machinery and equipment used for R&D purposes; +(iv) clinical trial and testing expenses primarily including payments to CROs and other medical +institutions and testing fees incurred during the research and development of our pipeline +products; (v) third-party contracting costs, primarily including technical service fees; (vi) +office expenses; and (vii) others. The following table sets forth a breakdown of our research +and development expenses for the years indicated: +Y ear ended December 31, +2024 2025 +RMB’000 % of total RMB’000 % of total +Staff costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,856 54.8 31,518 55.4 +Raw material costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,963 15.7 6,859 12.1 +Depreciation and +amortization /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,656 11.1 6,191 10.9 +Clinical trial and testing +expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,588 7.1 5,620 9.9 +Third-party contracting costs 4,281 8.4 4,774 8.4 +Office expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,380 2.7 1,905 3.3 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100122 0.2 7 0.0 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,846 100.0 56,874 100.0 +Our research and development expenses attributable to our Core Product were RMB11.9 +million and RMB25.4 million in 2024 and 2025, respectively, accounting for 9.4% and 17.7% +of our total operating expenses (i.e. research and development costs, selling and distribution +expenses and administrative expenses collectively) in the respective years. While we have been +primarily engaged in the R&D of our Core Product since 2018, the R&D expenses attributable +to our Core Product may fluctuate from year to year depending on the R&D progress and +commercialization efforts. The R&D expenses attributable to our Core Product were relatively +low in 2024, primarily for the following reasons: (i) as the TH-S1 model’s commercialization +process commenced in May 2022 and the TH-S model’s commercialization process +commenced in June 2023, following their respective registration approval from the NMPA, the +R&D expenses for these models decreased in 2024 as compared to 2023, and our operational +focus shifted, to a certain extent, to cultivating the market and driving further +commercialization for these models; and (ii) Research on localized, miniaturized robotic arms +commenced. Although the R&D expenses incurred on such research were not accounted as +R&D expenses attributable to our Core Product, such research was related to the Core Product +as it is a research on fundamental technology. Our research and development costs attributable +to our Core Product increased from RMB11.9 million in 2024 to RMB25.4 million in 2025, +primarily attributable to the increase in costs incurred for the development for indication +expansion of TH-S1 and the development of TH-SA. We expect to continue to incur research +and development costs for our Core Product as we continue our R&D to expand its indication +and to pursue product iteration. +Our research and development expenses increased by 11.9% from RMB50.8 million in +2024 to RMB56.9 million in 2025, primarily attributable to (i) an increase in staff costs, +reflecting the expansion of our research and development personnel to support ongoing product +development initiatives; and (ii) an increase in clinical trial and testing expenses as certain +products in our research and development pipeline progressed into stages requiring clinical +trials and related testing. Such increases were partially offset by a decrease in raw material +costs, reflecting reduced material consumption at particular stages of product development. +Lower material usage was generally incurred during development phases requiring fewer +prototype build and testing activities. +FINANCIAL INFORMATION +– 242 – + + +--- page 254 --- +Impairment Loss of Financial Assets and Contract Assets, net +Our impairment losses on financial assets and contract assets mainly arose from our other +receivables in relation to our rental deposits. In 2024 and 2025, we incurred provision for +impairment losses on financial assets and contract assets of RMB34,000 and RMB0.1 million, +respectively. +Other Expenses +Our other expenses mainly consisted of donations and write-off of certain electronic +equipment. In 2024 and 2025, we incurred other expenses of RMB0.3 million and RMB1.0 +million, respectively. +Finance Costs +Our finance costs consisted of (i) interest on bank and other loans; and (ii) interest on +lease liabilities. In 2024 and 2025, we incurred finance costs of RMB0.6 million and RMB0.4 +million, respectively. +Our finance costs decreased from RMB0.6 million in 2024 to RMB0.4 million in 2025, +primarily due to a decrease in interest on lease liabilities as we settled lease payments in +accordance with the lease terms. +Share of Loss of an Associate +In 2025, we recognized share of loss of an associate of RMB0.2 million, which was +primarily attributable to our associate 40% held by us and established in April 2025. The +associate incurred net losses mainly due to significant research and development activities +undertaken for product development during its early stage of operations. +Income Tax +Our income tax primarily consisted of income tax payable by us at the applicable tax rates +in accordance with the relevant laws and regulations in each tax jurisdiction in which we +operate or are domiciled. +During the Track Record Period and up to the Latest Practicable Date, we paid all relevant +taxes that were due and applicable to us and had no material disputes or unresolved tax issues +with the relevant tax authorities. The following sets forth our principal applicable tax rates in +different jurisdictions: +Chinese Mainland +Under the Law of the PRC on Enterprise Income Tax (the “EIT Law”) and +Implementation Regulation of the EIT Law, the Enterprise Income Tax (“EIT”) rate of the PRC +subsidiaries was 25% during the Track Record Period except for our Company which was +subject to tax concession set out below. A preferential tax treatment is available to our +Company, which was recognized as a High and New Technology Enterprise in 2023, and a +lower corporate income tax of 15% has been applied since then. Our Company is also entitled +to enterprise income tax at a reduced rate of 15% as an eligible industrial enterprises +established in the Hengqin Guangdong—Macau In-Depth Cooperation Zone, pursuant to the +Notice on the Preferential Enterprise Income Tax Policies for Enterprises in the Hengqin +Guangdong—Macau In-Depth Cooperation Zone (Cai Shui [2022] No. 19) jointly issued by the +Ministry of Finance and the State Taxation Administration on May 25, 2022. A preferential tax +treatment is available to True Health (Guangdong Hengqin) and True Health (Beijing), which +were recognized as a High and New Technology Enterprise in 2024, and a lower corporate +income tax of 15% has been applied since then. The certificate of High and New Technology +Enterprise must be renewed every three years. +FINANCIAL INFORMATION +– 243 – + + +--- page 255 --- +Macau +Our subsidiary incorporated in Macau is subject to Macau profits tax at the rate of 12% +on the estimated assessable profits arising in Macau. No provision for Macau profits tax has +been made as we had no assessable profits derived from or earned in Macau during the Track +Record Period. +In 2024 and 2025, we incurred tax expense of RMB3,000 and RMB1,000, respectively, +resulting from the assessable profits arising from investment gains of wealth management +products in our subsidiary. +DISCUSSION OF CERTAIN KEY ITEMS IN THE CONSOLIDATED STATEMENTS OF +FINANCIAL POSITION +Property, Plant and Equipment +The following table sets forth a breakdown of the net carrying amount of our property, +plant and equipment as of the dates indicated: +As of December 31, +2024 2025 +(RMB’000) +Machinery and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,145 12,165 +Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,723 877 +Electronic equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100633 862 +Motor vehicles /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110090 53 +Office equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110068 25 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,659 13,982 +Our property, plant and equipment decreased from RMB16.7 million as of December 31, +2024 to RMB14.0 million as of December 31, 2025, primarily attributable to the depreciation +charged during the year. +Intangible Assets +Our intangible assets comprised the software and intellectual property used in our +operations. Our intangible assets decreased from RMB1.4 million as of December 31, 2024 to +RMB0.8 million as of December 31, 2025, mainly due to the amortization of our software and +intellectual property during the year. +Inventories +The following table sets forth a breakdown of our inventories as of the dates indicated: +As of December 31, +2024 2025 +(RMB’000) +Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,921 18,183 +Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,767 22,436 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,688 40,619 +Our inventories increased significantly from RMB21.7 million as of December 31, 2024 +to RMB40.6 million as of December 31, 2025, primarily due to the increase in raw materials +and finished goods as we scaled up production activities in line with our transition from the +research and development phase to the early commercialization stage of our business. +FINANCIAL INFORMATION +– 244 – + + +--- page 256 --- +Our raw materials increased significantly from RMB8.9 million as of December 31, 2024 +to RMB18.2 million as of December 31, 2025, primarily attributable to (i) our procurement of +components and materials in advance to secure favorable pricing and ensure stable supply +chain arrangements, particularly given the specialized nature of components used in our +surgical robot manufacturing and the lead times required for procurement of such components; +(ii) our strategic decision to build up safety stock of raw materials to mitigate potential supply +chain disruptions and to support our anticipated production schedule; and (iii) the expansion +of our production pipeline to support expected orders and the growing market demand for our +products as we progressed further into commercialization. Our finished goods increased +significantly from RMB12.8 million as of December 31, 2024 to RMB22.4 million as of +December 31, 2025, reflecting our advance production carried out in 2024 based on our +management’s assessment of demand with reference to project resource schedules, in +anticipation of expected orders and to ensure timely delivery. Given the nature of surgical robot +products, which typically involve extended sales cycles encompassing product demonstrations, +procurement budgetary process and procedures, our management considered it prudent to +maintain an adequate level of finished goods to ensure timely delivery upon order confirmation +and to demonstrate our fulfillment capability to prospective customers. However, certain +anticipated orders had not been placed as originally projected by the year end, resulting in +higher finished goods inventory. Notwithstanding the above, based on our management +assessment of market conditions supported by favorable government policy and the expected +execution of our sales and commercialization plans, our Directors believe that the underlying +demand for the relevant products and projects remains, and we will continue to promote project +execution and order conversion. As of December 31, 2025, our finished goods mainly +comprised surgical robots, accounting for 97.6% of our finished goods by inventory value as +of December 31, 2025. All of these surgical robots are our Core Product and key products +approved for commercialization. Our Directors have considered the shelf life and technological +relevance of our inventory and are of the view that our finished goods inventory does not face +material risk of obsolescence, as our products incorporate our latest approved technology and +remain aligned with current clinical requirements. +We calculate the inventory turnover days using the average of the opening and ending +inventory balances for the year, divided by total purchases for the relevant year, multiplied by +the number of days in the relevant year (i.e. 365 days for each of the years ended December +31, 2024 and 2025). The following table sets forth our inventory turnover days for the years +indicated: +Y ear ended December 31, +2024 2025 +Inventory turnover days /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110072 136 +The significant increase in inventory turnover days from 72 days in 2024 to 136 days in +2025 was primarily due to the substantial build-up of inventories, in particular finished goods +and raw materials. This increase was mainly driven by our advance production carried out in +2024 based on management’s assessment of anticipated demand, with reference to project +resource schedules, in order to prepare for expected orders and ensure timely delivery. +However, certain anticipated orders were not placed as originally projected by the end of 2025, +resulting in a higher level of unsold finished goods. As a result, inventory remained on hand +for a longer period before being converted into sales, thereby increasing inventory turnover +days. In addition, the increase in raw materials procured to support planned production further +contributed to the higher overall inventory balance and slower inventory turnover. +The following table sets forth the aging analysis of our inventories as of the dates +indicated: +As of December 31, +2024 2025 +RMB’000 % RMB’000 % +Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,432 98.8 28,329 69.7 +1-2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100256 1.2 12,241 30.2 +Over 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 49 0.1 +21,688 100.0 40,619 100.0 +FINANCIAL INFORMATION +– 245 – + + +--- page 257 --- +As of December 31, 2024 and 2025, we had inventories aged over one year of RMB0.3 +million and RMB12.3 million, respectively, accounting for 1.2% and 30.3% of our total +inventories as of the respective dates. Such increase was primarily attributable to (i) the +gradual roll out of our products into the market as we obtained approvals for commercializing +of products, including TH-S1 in May 2022, TH-S in June 2023 and several other models in +2024; (ii) the timing difference between production cycles and customer procurement +schedules; and (iii) our practice of maintaining a certain level of inventory to support potential +customer orders and shorten delivery lead times. +As of December 31, 2025, we recorded write-down of inventories amounting to +RMB22,000 in relation to our raw materials, where the net realizable value is assessed to be +lower than cost. We had not made any write-down of inventories in respect of our finished +goods during the Track Record Period. Given that (i) our inventories were produced based on +our management’s assessment of demand, based on current market conditions supported by +favorable government policy, our existing sales pipeline, the expected execution of our sales +and commercialization plans and (ii) that we did not experience any material inventory +obsolescence or write-offs in respect of inventories aged over one year as our products +incorporate our latest approved technology and remain aligned with current clinical +requirements, notwithstanding that we remained at an early stage of commercialization with +relatively lower sales during the Track Record Period, the Directors are of the view that +sufficient impairment provision has been made for our inventories as at the end of each year +during the Track Record Period, that the carrying amounts of such inventories are recoverable, +and that no material impairment or recoverability issue has arisen in respect of inventories +based on their subsequent utilization, sales or settlement. +We will continue to review our inventory aging profile on a regular basis and we had +established internal controls and procedures to monitor inventory turnover and identify +slow-moving items. Our management will continue to closely monitor sales progress and +market demand, and adjust our production and inventory management strategies accordingly, +with a view to mitigating the risk of inventory impairment and excessive stock accumulation. +As of April 30, 2026, RMB4.3 million, or approximately 10.5%, of our inventories as of +December 31, 2025 had been utilized or sold. The relatively low level of subsequent utilization +is primarily attributable to the extended sales cycles inherent in our business, which typically +encompass product demonstrations and hospital procurement budgetary processes, as well as +the timing difference between our advance production and the pace of customer order +placement, as discussed above. Having considered the confirmed sales orders, the favorable +government policy environment, our existing sales pipeline and commercialization plans, and +that our products incorporate our latest approved technology without material risk of +obsolescence, our Directors are of the view that the level of inventories as of December 31, +2025, although significant relative to our revenue given our early-stage commercialization, is +consistent with the operational requirements of our business and does not give rise to material +recoverability issue. +Trade Receivables and Contract Assets +Our trade receivables represented amounts due from our customers for sales of our +products. Our contract assets represented revenue that had been recognized from the sales and +delivery of our products but for which the right to consideration is conditional upon the expiry +of the applicable warranty periods. Upon satisfaction of such warranty conditions, the related +contract assets will be reclassified to trade receivables. +As of December 31, 2024 and 2025, we recorded trade receivables of nil and RMB4.7 +million, respectively; and contract assets of nil and RMB0.4 million, respectively. We recorded +small amount of trade receivables and contract assets during the Track Record Period, as we +are still at an early stage of commercialization with a limited number of customers and sales +transactions. All of our trade receivables as of December 31, 2025 were aged within six +months. +FINANCIAL INFORMATION +– 246 – + + +--- page 258 --- +We calculate the trade receivable and contract asset turnover days using the average of the +opening and ending trade receivable and contract asset balances for the year, divided by total +revenue for the relevant year, multiplied by the number of days in the relevant year (i.e. 365 +days for each of the years ended December 31, 2024 and 2025). The following table sets forth +our trade receivable and contract asset turnover days for the years indicated: +Y ear ended December 31, +2024 2025 +Trade receivable and contract asset turnover days /H1100/H1100 N/A 77 +Having considered the aging profile, our on-going engagement with our customers, the +credit quality of our customers and the subsequent settlement patterns, our Directors consider +that a substantial portion of our trade receivables are recoverable and sufficient impairment +provisions have been made for our trade receivables. +As of April 30, 2026, RMB1.7 million, or approximately 36.4%, of our trade receivables +as of December 31, 2025 had been subsequently settled; and none of our contract assets as of +December 31, 2025 had been reclassified to trade receivables. +Prepayments, Deposits and Other Receivables +The following table sets forth our prepayments, deposits and other receivables as of the +dates indicated: +As of December 31, +2024 2025 +(RMB’000) +Non-current +Prepayments for purchase of equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 228 +Deposits (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,201 577 +Value-added tax recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,442 16,282 +11,643 17,087 +Impairment allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10) (5) +Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,633 17,082 +Current +Prepayments (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,330 5,987 +Deposits (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100799 1,085 +Deferred listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,665 +Loans receivable from related parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,004 +Other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,031 2 +8,160 11,743 +Impairment allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(41) (18) +Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,119 11,725 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,752 28,807 +Notes: +(1) Mainly including rental deposits, which were classified into current and non-current assets depending +on terms of the underlying leases. +(2) Mainly including prepayments for purchase of inventories and other services. +Our prepayments, deposits and other receivables as recognized under non-current assets +increased from RMB11.6 million as of December 31, 2024 to RMB17.1 million as of December +31, 2025, primarily due to the accumulation of unutilized input V AT credits, as the output V AT +generated from sales during the year was insufficient to fully offset the input V AT incurred on +the procurement of goods, fixed assets, services and lease rentals. +FINANCIAL INFORMATION +– 247 – + + +--- page 259 --- +Our prepayments, deposits and other receivables as recognized under current assets +increased from RMB8.1 million as of December 31, 2024 to RMB11.7 million as of December +31, 2025, primarily due to (i) an increase in deferred listing expenses of RMB3.7 million; (ii) +prepayments for purchases of inventories; and (iii) the recognition of loans receivables from +related parties of RMB1.0 million, reflecting the loans we provided to our associate for +working capital purpose. +Trade Payables +Our trade payables primarily represented outstanding amounts due to our suppliers, which +are mainly suppliers for raw materials and research and development services. The following +table sets forth the aging analysis of our trade payables, based on the invoice date, as of the +dates indicated: +As of December 31, +2024 2025 +(RMB’000) +Within 3 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100884 2,783 +3 to 6 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +6 to 12 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +Over 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 +Total trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100885 2,784 +Our trade payables increased significantly from RMB0.9 million as of December 31, 2024 +to RMB2.8 million as of December 31, 2025, primarily due to the increase in purchases to +support our production and R&D activities. +We calculate the trade payable turnover days using the average of the opening and ending +trade payables balances for the year, divided by total purchases for the relevant year, multiplied +by the number of days in the relevant year (i.e. 365 days for each of the years ended December +31, 2024 and 2025). The following table sets forth our trade payable turnover days for the years +indicated: +Y ear ended December 31, +2024 2025 +Trade payable turnover days /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028 +During the Track Record Period, we recorded a relatively low trade payable turnover days +as certain of our purchases required advance payments. +As of April 30, 2026, RMB1.6 million, or approximately 56.4%, of our trade payables as +of December 31, 2025 were subsequently settled. +Other Payables and Accruals +The following table sets forth our other payables and accruals as of the dates indicated: +As of December 31, +2024 2025 +(RMB’000) +Payroll payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,282 11,356 +Loan from a Director (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100976 – +Loan from a Director’s family member /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100273 – +Other payables (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100954 1,203 +Accrued listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,508 +Other tax payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,649 1,003 +Total other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,134 17,070 +FINANCIAL INFORMATION +– 248 – + + +--- page 260 --- +Notes: +(1) Representing a loan from Ms. Cheong amounting to MOP1,000,000 at an interest rate of 12% per +annum, which had been settled in 2025. +(2) Mainly including finance service fee payable and other miscellaneous payables. +Our other payables and accruals increased slightly from RMB15.1 million as of December +31, 2024 to RMB17.1 million as of December 31, 2025, primarily due to (i) accrued listing +expenses incurred but not yet settled as of December 31, 2025; and (ii) an increase in payroll +payables, mainly due to the increase in staff headcount and the amount of bonuses accrued +during the year. Such increases were partially offset by a decrease in other tax payables as a +result of settlement made to tax. +Deferred Income +Our deferred income arose from subsidies received from the government in relation to our +research and capital investments. The relevant grant is recognized as other income in profit or +loss as the underlying project progresses upon the fulfillment of certain conditions. +Our deferred income increased from RMB6,000 as of December 31, 2024 to RMB8.2 +million as of December 31, 2025, primarily as we received more government subsidies. As of +December 31, 2025, our deferred income were mainly associated with innovation and +entrepreneurship team project management initiatives. +As of April 30, 2026, none of our deferred income as of December 31, 2025 were +subsequently recognized in the profit or loss. +Share Capital and Total Equity +Our paid-in capital/share capital amounted to RMB24.7 million and RMB32.1 million as +of December 31, 2024 and December 31, 2025, respectively. On October 29, 2025, our +Company converted into a joint stock company with limited liability under the Company Law +of the PRC. +Pursuant to the shareholder’s agreements entered into between our Company and certain +of the Pre-IPO Investors (collectively the “Agreements”), our Company issued 13,388,227 +ordinary shares, representing the number of shares after the conversion into a joint stock +company, to certain Pre-IPO Investors for a total net cash proceeds of RMB640.0 million. +Pursuant to the Agreements, we granted the Pre-IPO Investors with special rights (“Special +Rights”) including, among others, redemption rights. +During the Track Record Period, there was no exercise of Special Rights. +From May 2025 to November 2025, our Company and the Pre-IPO Investors subsequently +entered into supplemental agreements, pursuant to which we had irrevocably terminated certain +of the Special Rights to Pre-IPO investors, including redemption rights and joint and several +liability assumed by our Company pertaining to redemption obligation of controlling +shareholders and such special rights were considered void ab initio . Taking into account the +legal and regulatory framework of our Company’s jurisdiction and the governing law of the +supplemental agreements, our Directors considered that it is appropriate to present the Pre-IPO +Investments as equity throughout the Track Record Period. +For illustrative purpose, had the Special Rights granted to the Pre-IPO Investors been +accounted for as financial liabilities measured at present value of the redemption amount prior +to entering into the supplemental agreements, (i) the redemption financial liabilities, net +current liabilities/assets and net deficits/assets; and (ii) the finance costs associated with the +redemption financial liabilities, the total net losses and the basic and dilutive loss per share +would have been: +FINANCIAL INFORMATION +– 249 – + + +--- page 261 --- +As of December 31, +2024 2025 +(RMB’000) +Redemption financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100499,590 – +Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100524,202 30,116 +Net current (liabilities)/assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(410,487) 208,588 +Net (deficits)/assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(374,140) 239,566 +Y ear ended December 31, +2024 2025 +(RMB’000) +Finance costs associated with the redemption +financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,605 45,316 +Total net losses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(127,761) (135,429) +Basic and dilutive loss per share (RMB per +share) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5.30) (4.43) +NET CURRENT ASSETS +The table below sets forth our current assets, current liabilities and net current assets as +of the dates indicated: +As of December 31, As of +April 30, +20262024 2025 +(RMB’000) +(unaudited) +Current assets +Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,688 40,619 44,063 +Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,580 1,967 +Contract assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 386 386 +Prepayments, deposits and other +receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,119 11,725 18,902 +Financial assets at fair value through +profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 70,000 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110083,908 182,394 82,895 +Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100113,715 238,704 218,213 +Current liabilities +Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100885 2,784 5,746 +Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,134 17,070 12,671 +Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,230 4,141 5,737 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,361 6,120 5,209 +Tax payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021– +Interest-bearing bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 8,805 +Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,612 30,116 38,168 +Net current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110089,103 208,588 180,045 +For details on the accounting treatment of redemption rights of Pre-IPO investments, see +“—Share Capital and Total Equity” in this section and note 27 to the Accountants’ Report set +out in Appendix I to this prospectus. +We had net current assets of RMB89.1 million, RMB208.6 million and RMB180.0 million +as of December 31, 2024, 2025 and April 30, 2026, respectively. +FINANCIAL INFORMATION +– 250 – + + +--- page 262 --- +Our net current assets increased significantly from RMB89.1 million as of December 31, +2024 to RMB208.6 million as of December 31, 2025, primarily due to the cash and cash +equivalents as we received cash from contribution by Pre-IPO Investors. Our net current assets +decreased from RMB208.6 million as of December 31, 2025 to RMB180.0 million as of April +30, 2026, primarily due to cash consumed in our operations during the four months ended April +30, 2026. +LIQUIDITY AND CAPITAL RESOURCES +Overview +Our use of cash was primarily related to research and development activities, operating +activities and capital expenditure. Historically, we financed our operations mainly through +funds from our investors, cash generated from our operating activities and financing activities. +As of December 31, 2024 and 2025, we had cash and cash equivalents of RMB83.9 million and +RMB182.4 million, respectively. As of April 30, 2026, we had committed unutilized banking +facilities of RMB20.0 million. +Going forward, we believe that our liquidity requirements will be satisfied with a +combination of our internal resources, cash flows generated from our operating activities, +financing activities, and net proceeds from the Global Offering. +Cash Flows Analysis +The following table sets forth a summary of our cash flows during the Track Record +Period: +Y ear ended December 31, +2024 2025 +(RMB’000) +Net cash flows used in operating activities /H1100/H1100/H1100/H1100/H1100/H1100(97,045) (91,895) +Net cash flows used in investing activities /H1100/H1100/H1100/H1100/H1100/H1100(6,658) (2,287) +Net cash flows from financing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,133 192,817 +Net (decrease)/increase in cash and cash +equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(38,570) 98,635 +Cash and cash equivalents at the beginning of the +year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100122,484 83,908 +Effect of foreign exchange rate changes, net /H1100/H1100/H1100/H1100(6) (149) +Cash and cash equivalents at the end of the +year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110083,908 182,394 +Operating Activities +Cash flows from operating activities consist of our loss before tax adjusted for (i) certain +non-cash or non-operating activities related items, primarily including finance costs, interest +income, depreciation of property, plant and equipment and right-of-use assets, amortization of +intangible assets, investment income from financial assets and impairment losses on financial +assets and contract assets, among others; (ii) the effects of movement in working capital such +as inventories, prepayments, deposits and other receivables and other payables and accruals +and deferred income, among others, and (iii) income tax paid. Cash flows from operating +activities can be significantly affected by factors such as fluctuations of loss before tax across +periods, and the amount of payment of trade payables to suppliers or other counterparties +during the ordinary course of our business, which also primarily accounted for the difference +in the net cash flows generated from operating activities across periods during the Track +Record Period. +FINANCIAL INFORMATION +– 251 – + + +--- page 263 --- +We recorded net operating cash outflow throughout the Track Record Period as our +business was still at early stage of development with only a limited number of commercialized +products. We plan to improve our operating cash flows through a combination of measures, +including (i) further increasing the market penetration of our currently commercialized +products by expanding hospital coverage, strengthening distributor and sales channel execution +and deepening engagement with existing customers, with a view to driving sales growth and +converting existing demand into operating cash inflows; (ii) accelerating the +commercialization of our pipeline products by prioritizing products that have obtained or are +approaching regulatory approval and focusing our commercialization resources on products +with clearer market demand and revenue potential, thereby generating incremental product +revenues and corresponding cash inflows; and (iii) enhancing capital management efficiency +through strengthened cash flow forecasting and internal budgeting, tighter working capital +management (including stricter inventory turnover controls, order-driven production planning +and enhanced receivables collection policies), disciplined capital expenditure planning aligned +with production and sales needs, and prudent treasury management, with a view to improving +cash conversion efficiency and optimizing the utilization of financial resources. +Our net cash used in operating activities was RMB91.9 million in 2025. This net cash +outflow was attributable to loss before tax of RMB90.1 million, as adjusted to reflect non-cash +or non-operating items, which primarily consisted of (i) depreciation of right-of-use assets of +RMB7.3 million; and (ii) depreciation of property, plant and equipment of RMB5.5 million. +This amount was further adjusted for the negative effect in working capital. The negative effect +of changes in working capital primarily represents (i) an increase in inventories of RMB19.0 +million; (ii) an increase in deferred income of RMB8.2 million; (iii) an increase in trade +receivables of RMB4.9 million; and (iv) an increase in prepayments, deposits and other +receivables of RMB4.1 million. +Our net cash used in operating activities was RMB97.0 million in 2024. This net cash +outflow was attributable to loss before tax of RMB92.2 million, as adjusted to reflect non-cash +or non-operating items, which primarily consisted of (i) depreciation of right-of-use assets of +RMB6.9 million; and (ii) depreciation of property, plant and equipment of RMB4.9 million. +This amount was further adjusted for the negative effect in working capital. The negative effect +of changes in working capital primarily represents (i) an increase in inventories of RMB13.5 +million; and (ii) an increase in prepayments, deposits and other receivables of RMB10.5 +million, partially offset by (iii) an increase in other payables and accruals of RMB5.1 million. +Investing Activities +Our net cash used in investing activities was RMB2.3 million in 2025. This net cash +outflow was primarily due to (i) purchases of wealth management products of RMB464.8 +million, partially offset by (ii) proceeds from disposal of wealth management products of +RMB467.2 million. +Our net cash used in investing activities was RMB6.7 million in 2024. This net cash +outflow was primarily due to (i) purchases of wealth management products of RMB238.5 +million; and (ii) purchases of property, plant and equipment of RMB7.9 million. This net cash +outflow was partially offset by proceeds from disposal of wealth management products of +RMB239.2 million. +Financing Activities +Our net cash from financing activities was RMB192.8 million in 2025. This net cash +inflow was primarily due to capital contribution by shareholders of RMB204.3 million, +partially offset by a repayment of lease payments of RMB7.2 million. +Our net cash from financing activities was RMB65.1 million in 2024. This net cash inflow +was primarily due to capital contribution by shareholders of RMB71.9 million. This net cash +inflow was offset by the repayment of lease payments of RMB7.9 million. +FINANCIAL INFORMATION +– 252 – + + +--- page 264 --- +Working Capital Sufficiency +Taking into account the estimated net proceeds from the Global Offering and the financial +resources available to us, including cash and bank balances and considering our cash burn rate, +our Directors are of the view that we have available sufficient working capital to cover at least +125% of our costs, including administrative and operating expenses (including any production +costs), research and development expenses, and selling and distribution expenses, for at least +the next 12 months from the date of this prospectus. +Cash Burn +Our cash burn rate refers to our average monthly (i) net cash used in operating activities, +which includes payments for research and development expenses, selling and distribution +expenses and administrative expenses; and (ii) capital expenditures. Taking into account our +cash and cash equivalents, financial assets at fair value through profit or loss as of April 30, +2026 and assuming average monthly net cash used in operating activities and capital +expenditures going forward of 1.8 times the average level in 2025, based on the underlying +assumptions that (i) we will increase our investment in research and development by recruiting +more R&D talents and conducting more clinical trials related to the upgrade and innovation of +our products; (ii) we will increase our selling and distribution spending by recruiting more +experienced sales and marketing staff; (iii) we do not expect a significant increase in capital +expenditure; and (iv) we do not expect significant acquisition of any assets, we estimate we +will be able to maintain our financial viability for 10 months from May 2026 without +considering proceeds from the Global Offering; or, if we also take into account the net proceeds +from Global Offering, assuming an Offer Price of HK$119.3 per Offer Share (being the low end +of the indicative Offer Price range), we estimate we will be able to maintain our financial +viability for 30 months from May 2026. Our Directors and our management team will continue +to monitor our working capital, cash flows and our business development status. +We currently have no immediate plan for future financing after the Listing taking into +account our available cash, proceeds from the Global Offering and based on our cash burn rate. +However, with the continuing expansion of our business and development of our products, we +could not exclude the possibility to require further funding through public or private equity +offerings, debt financing and other sources. We will comply with applicable laws and +regulations, including requirements under the Listing Rules, when we proceed with such +financings. +INDEBTEDNESS AND CONTINGENT LIABILITIES +Indebtedness +During the Track Record Period, our indebtedness primarily comprises lease liabilities +and amounts due to related parties, which included loans from a Director and a Director’s +family member as recorded under other payables and accruals. There had not been any material +change in our indebtedness since April 30, 2026 and up to the Latest Practicable Date. The +following table sets forth a breakdown of our indebtedness as of the dates indicated: +As of December 31, As of +April 30, +20262024 2025 +(RMB’000) +(unaudited) +Included in current liabilities +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,361 6,120 5,209 +Amount due to related parties /H1100/H1100/H1100/H1100/H1100/H1100/H11001,249 – – +Interest-bearing bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 8,805 +7,610 6,120 14,014 +Included in non-current liabilities +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,307 2,938 2,472 +5,307 2,938 2,472 +FINANCIAL INFORMATION +– 253 – + + +--- page 265 --- +Lease Liabilities +Our lease liabilities mainly represent the amount to be paid by us as the lessee for the +leases of office buildings and vehicles. +Our lease liabilities decreased from RMB11.7 million as of December 31, 2024 to +RMB9.1 million as of December 31, 2025 and further to RMB7.7 million as of April 30, 2026, +primarily as we made lease payments. +For a maturity analysis of our lease liabilities, see note 35 to the Accountants’ Report +included in Appendix I to this prospectus. +Interest-bearing Bank Loans +We had interest-bearing bank loans of RMB8.8 million as of April 30, 2026, all of which +were unsecured and unguaranteed. +During the Track Record Period, we did not experience any difficulty in obtaining bank +loans and other borrowings. We had not defaulted in any of the repayment of bank loans and +other borrowings or breached any of the covenants during the Track Record Period and up to +the Latest Practicable Date. +Contingent Liabilities +As of April 30, 2026, we did not have any material outstanding debt securities, mortgage, +charges, debentures or other loan capital (issued or agreed to be issued), bank overdrafts, loans, +liabilities under acceptance or acceptance credits, or other similar indebtedness, leasing and +financial leasing commitments, hire purchase commitments, guarantees or other material +contingent liabilities. +CASH OPERATING COSTS +The following table sets forth key information relating to our cash operating costs for the +years indicated: +Y ear ended December 31, +2024 2025 +(RMB’000) +R&D Costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110043,606 48,419 +R&D Costs for Core Product /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,875 22,823 +Staff costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,800 10,171 +Raw material costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,331 3,062 +Clinical trial and testing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100437 4,112 +Third-party contracting costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100177 4,447 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100130 1,031 +R&D Costs for Other Product and Product +Candidates /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,731 25,596 +Staff costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,541 18,495 +Raw material costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,624 3,605 +Third-party contracting costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,132 867 +Clinical trial and testing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,064 1,119 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,370 1,510 +Workforce employment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,340 30,450 +Product marketing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,146 2,595 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110082,092 81,464 +FINANCIAL INFORMATION +– 254 – + + +--- page 266 --- +CAPITAL EXPENDITURES AND CONTRACTUAL COMMITMENTS +Capital Expenditures +Our capital expenditures during the Track Record Period primarily consisted of +expenditures on (i) property, plant and equipment; and (ii) intangible assets. The following +table sets forth our capital expenditures for the years indicated: +Y ear ended December 31, +2024 2025 +(RMB’000) +Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,868 3,045 +Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100123 219 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,991 3,264 +We expect to incur capital expenditure for purchase of machinery and equipment. We +intend to fund our planned capital expenditures through a combination of cash and cash +equivalents and the net proceeds from the Global Offering. For more details, see “Future Plans +and Use of Proceeds” in this prospectus. We may reallocate the funds to be utilized on capital +expenditures based on our ongoing business needs. +Contractual Commitments +We did not have significant contractual commitment as of the end of each year during the +Track Record Period. +OFF-BALANCE SHEET ARRANGEMENTS +As of the Latest Practicable Date, we had not entered into any off-balance sheet +transactions. +MATERIAL RELATED PARTY TRANSACTIONS +We enter into transactions with our related parties from time to time during our ordinary +course of business and on terms comparable to the terms of transactions with other entities that +are not our related parties and the market price during the relevant period. Upon the completion +of this Global Offering, we will comply with the relevant Listing Rules and adopt a more +prudent approach when reviewing and engaging related party transactions. +Transactions with Related Parties +During the Track Record Period, our transactions with related parties mainly included +provision of certain research and development services to our associate company, guarantee +provided by Ms. Cheong in respect of certain loan facility, guarantee provided by our Company +in respect of repurchase obligation of Ms. Cheong pursuant to the shareholders’ agreement +under Series B Financing, which had been terminated and considered void ab initio , and +compensation paid to our key management personnel. See note 32 to the Accountants’ Report +in Appendix I to this prospectus for details of transactions carried out with our related parties +during the Track Record Period. +It is the view of our Directors that each of the related party transactions set out in note +32 of the Accountants’ Report in Appendix I to this prospectus (i) were conducted on normal +commercial terms and/or on terms not less favorable than terms available from Independent +Third Parties, which are considered fair, reasonable and in the interest of our Shareholders as +a whole; and (ii) do not distort our Track Record Period results or make our historical results +not reflective of future performance. +FINANCIAL INFORMATION +– 255 – + + +--- page 267 --- +KEY FINANCIAL RATIOS +The following table sets forth certain of our key financial ratios as of the dates indicated: +As of December 31, +2024 2025 +Liquidity ratios +Current ratio (times) (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004.6 7.9 +Note: +(1) Current ratio is calculated based on total current assets divided by total current liabilities. +Our current ratio increased from 4.6 times as of December 31, 2024 to 7.9 times as of +December 31, 2025, primarily due to the increase in cash and cash equivalents as we received +cash from contribution by shareholders. +FINANCIAL RISKS +We are exposed to a variety of financial risks, including credit risk and liquidity risk. We +manage and monitor these exposures to ensure appropriate measures are implemented on a +timely and effective manner. As of the Latest Practicable Date, we did not hedge or consider +necessary to hedge any of these risks. For further details, see note 35 in the Accountants’ +Report set out in Appendix I to this prospectus. +DIVIDENDS +We do not have a formal dividend policy, a pre-determined dividend pay-out ratio, or a +numerical threshold for determining dividend distributions. We did not declare or pay any +dividend during the Track Record Period. We are incorporated under the laws of the PRC. Any +dividends we pay will be at the discretion of our Directors and will depend on our future +operations and earnings, capital requirements and surplus, general financial condition, +contractual restrictions and other factors which our Directors consider relevant. Our +shareholders in a general meeting may approve any declaration of dividends, which must not +exceed the amount recommended by our Board. +Under the applicable PRC laws and regulations, a PRC incorporated company is required +to set aside at least 10% of its after-tax profits each year, after making up previous years’ +accumulated losses, if any, to contribute to certain statutory reserve funds until the aggregate +amount contributed to such funds reaches 50% of its registered capital. The company may pay +dividends out of after-tax profits after making up for accumulated losses and contributing to +statutory reserve funds as mentioned above. As advised by our PRC Legal Advisors, our PRC +companies cannot pay dividends if such companies are in an accumulated loss position. +No dividend shall be declared or payable except out of our profits and reserves lawfully +available for distribution. Our Directors have the absolute discretion to recommend any +dividend subject to our constitutional documents and the relevant laws. We cannot assure you +that our Company will be able to declare dividends of any amount each year or in any year. +DISTRIBUTABLE RESERVES +As of December 31, 2025, our Company did not have any retained profit, which could be +distributed under the current articles of association of the Company and the PRC Company +Law. +LISTING EXPENSES +Our listing expenses mainly include underwriting commissions, professional fees paid to +legal advisors, the Reporting Accountants and other professional parties for their services +rendered in relation to the Listing and the Global Offering. +FINANCIAL INFORMATION +– 256 – + + +--- page 268 --- +Based on the mid-point Offer Price of HK$127.40 per Share, the total estimated listing +expenses in relation to the Global Offering are RMB57.4 million (HK$66.1 million), assuming +the Over-allotment Option is not exercised, which constitute approximately 14.5% of the gross +proceeds. Our total listing expenses consist of (i) underwriting-related expenses and fees +(including underwriting commissions, Stock Exchange trading fee, SFC and AFRC transaction +levy) of RMB21.7 million (HK$25.0 million); and (ii) non-underwriting-related expenses of +RMB35.7 million (HK$41.1 million), including (a) fees payable to the legal advisors and +Reporting Accountants of RMB20.7 million (HK$23.8 million) and (b) other fees and expenses +of RMB15.0 million (HK$17.3 million). Among the total listing expenses, approximately +HK$18.5 million had been charged to profit or loss for the year ended December 31, 2025 and +HK$19.1 million is expected to be charged to profit or loss for the year ending December 31, +2026, and approximately HK$28.5 million directly attributable to the issue of the Shares is +expected to be deducted from equity upon the completion of the Global Offering. The listing +expenses above are the latest practicable estimate for reference only, and the actual amount +may differ from this estimate. +UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS +See “Appendix II—Unaudited Pro Forma Financial Information.” +NO MATERIAL ADVERSE CHANGE +Our Directors confirm that, up to the date of this prospectus, (i) there has been no material +adverse change in our business, the industry where we operate, or market or regulatory +environment to which we are subject; (ii) there has been no material adverse change in our +financial or trading position or prospects since December 31, 2025, being the date of the latest +audited consolidated financial position of our Group as set out in the Accountants’ Report in +Appendix I to this prospectus; or (iii) there has been no event since December 31, 2025 that +would materially affect the information shown in the Accountants’ Report set forth 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 a disclosure requirement under Rules 13.13 to 13.19 in Chapter 13 of the +Listing Rules upon the Listing of the Shares on the Stock Exchange. +FINANCIAL INFORMATION +– 257 – + + +--- page 269 --- +FUTURE PLANS +See “Business—Our Strategies” for details of our future plans. +USE OF PROCEEDS +Assuming an Offer Price of HK$127.40, being the mid-point of the indicative Offer Price +range, and after deducting estimated underwriting fees and the estimated offering expenses in +connection with the Hong Kong Public Offering and International Offering, assuming the +Over-allotment Option is not exercised, we estimate that the aggregate net proceeds from the +Global Offering will be approximately HK$388.1 million. +In line with our strategies, we intend to use the net proceeds we will receive from the +Global Offering for the following purposes, subject to changes in light of our evolving business +needs and changing market conditions: +(a) Approximately HK$289.1 million (representing 74.5% of net proceeds) to fund our +research and development activities and commercialization of our Core Product, +among which: +(i) approximately HK$266.6 million (representing 68.7% of net proceeds) to fund +the continuous R&D of our Core Product, including the Indication Expansion, +for which we commenced the registrational clinical trial in November 2025 and +plan to submit registration application to the NMPA in the fourth quarter in +2026; completion of clinical trials for our 5G remote-surgery module with a +planned registration submission in the second half of 2028; alongside +finalization of CT/MRI-ultra ultrasound multimodal image fusion capabilities +targeted for staged approvals and rollouts in the second half of 2030; ongoing +enhancement of product performance and functionality, localization of critical +components, and advancement of intelligent control system research; and +expansion and protection of our intellectual property through continued patent +filings and portfolio development. +Although all models of the Core Product have obtained NMPA registrations, +the lifecycle of surgical robots extends beyond regulatory approval and +requires continuous iteration and upgrading. Accordingly, a significant portion +of the net proceeds from the Global Offering will be allocated to ongoing R&D +of our products, which we believe is both technically necessary and +commercially justified, for example: + Development of the 5G remote-surgery module aligns with China’s 14th +Five-Year Plan for the Medical Equipment Industry and is expected to +support the penetration of our products into lower-tier and underserved +markets to improve the capacity of primary-level healthcare institutions; + Development of CT/MRI-ultra ultrasound multimodal image fusion +capabilities enables our products to handle complex clinical scenarios and +progress toward more intelligent, precise, and broadly applicable +solutions; and + Localization of critical components supports cost control, aligns with +national policy, and lays a foundation for our future participation in +centralized public procurement and medical insurance negotiations. +In terms of nature of expenses, this portion of the net proceeds will be used for: + Clinical Trials: HK$107.5 million, including HK$41.4 million for the 5G +remote-surgery module, HK$27.6 million for the CT/MRI-ultra +ultrasound multi-modal imaging fusion capabilities, HK$31.0 million for +intelligent software, HK$4.3 million for clinical trials related to +functional upgrades, and HK$3.2 million for the trial for the Indication +FUTURE PLANS AND USE OF PROCEEDS +– 258 – + + +--- page 270 --- +Expansion. We expect that our clinical trials in the future will be +conducted through CROs, and accordingly, all expenses incurred for our +clinical trials will be in the form of payments to the CROs. +Our Core Product is not included in the NMPA’s Catalog of Medical +Devices Exempt from Clinical Evaluation (ᑗґ൙ᄆᔼᐕኜͦ +), and accordingly, it does not qualify for the “clinical evaluation +exemption” pathway. Currently, no approved device with 5G remote- +surgery module or CT/MRI-ultra ultrasound multi-modal image fusion +capabilities is available for same-type comparison. Accordingly, under +the current regulatory framework, including the Technical Guiding +Principles for Equivalence Assessment in Medical Device Clinical +Evaluation () and the +Technical Guideline on the Decision Whether to Conduct Medical Device +Clinical Trials () +issued by the NMPA, and as confirmed by the NMPA during an interview, +such R&D projects for our Core Product require clinical trials instead of +clinical evaluation. +Expenses for these proposed clinical trials are expected to be higher than +our expenses incurred for registrational clinical trial for TH-S1, primarily +due to expected larger sample sizes combined with increased service fee +rates and procurement prices over the years. As confirmed by CIC, our +expected sample sizes, fee rates and prices for the proposed clinical trials, +and accordingly our allocation of the net proceeds we will receive from +the Global Offering for these clinical trials, are in line with the prevailing +industry norm. +The table below sets forth information and a breakdown of costs by nature for +the clinical trials of material upgrades: +Clinical trial items +Number of +cases Unit cost +Total +amount +RMB’000 RMB’000 +Core Product /H1100/H1100/H1100Multi-modal imaging 160 150 24,000 +Posterior peritoneal +puncture 30 233 7,000 +5G remote-surgery +module 200 180 36,000 +AI software 180 150 27,000 +Upgraded automatic +puncturing 5 200 1,000 +CBCT/CT 18 150 2,700 + Compensation for R&D Personnel: HK$113.2 million, including future +salary increments for existing R&D personnel and the compensation for +planned hires at various levels, including 1 senior, three senior mid-levels +and five mid-levels in the next five years; + R&D Materials: HK$20.7 million, primarily including raw materials, +tools and consumables required for product upgrade and iteration +research; + Fixed Assets: HK$10.6 million, including rent, utilities for R&D +premises, and depreciation expenses related to R&D equipment; and + Others: HK$14.6 million, primarily including third-party +testing/verification, technical services, office expenses and travel +expenses. +FUTURE PLANS AND USE OF PROCEEDS +– 259 – + + +--- page 271 --- +(ii) approximately HK$0.8 million (representing 0.2% of net proceeds) to fund CE +certification for TH-S1, followed by phased overseas registrations for TH-S1 +in Saudi Arabia, Brazil, and other target markets, ensuring compliance with +local regulatory requirements, among other things. The indications of TH-S1 in +these jurisdictions are expected to be the same as those approved in the PRC. +The table below sets forth information about our expected overseas +registrations: +Jurisdiction R&D required +Actual/Expected time +for commencement of +registration process +Expected +time for +approval Addressable market +CE +marking /H1100 +Any R&D that may be +required during the +assessment of our +application +January 2026 Q4 of 2026 market: US$83.4 +million in 2025 +and US$443.8 +million (expected) +in 2031 +Saudi +Arabia /H1100/H1100 +Local quality management +certifications; all +research and technical +documentation to be +prepared in accordance +with local requirements; +mandatory certifications +if required by the +relevant authorities +Second half of 2027 First half of +2028 +Middle East market: +US$2.9 million in +2025 and US$29.8 +million (expected) +in 2031 +Brazil /H1100/H1100/H1100/H1100Local quality management +certifications; all +research and technical +documentation to be +prepared in accordance +with local requirements; +mandatory certifications +if required by the +relevant authorities +Second half of 2026 Second half +of 2027 +South America +market: US$3.0 +million in 2025 +and US$44.3 +million (expected) +in 2031 +For the highly sophisticated European market, we believe that our adherence +to high standards and product quality is conducive to our entry into such +market. Favorable policies and regulatory developments also support our +surgical robotics entering the European market. The EU supports the +development of medical robotics and AI-enabled medical devices through +research funding programmes such as Horizon Europe. We have submitted the +application for CE marking in January 2026 and expect to receive approval by +the end of 2026. We believe that our efforts to adhere to the highest global +standards will enable our entry into the premium European market. Following +successful precedents for the promotion of Chinese medical products +(including surgical robots), we plan to retain established commercial local +distributors in the European market to rapidly build marketing networks, +engage local hospitals and key opinion leaders, secure partnerships with top +clinical experts, and establish local show sites to progressively cultivate +long-term customer trust in the market. +In terms of the Brazilian market, Brazil’s decision to incorporate robot-assisted +radical prostatectomy into the Brazilian Unified Health System (SUS), signals +growing public reimbursement support for selected robot-assisted procedures. +We plan to leverage such policy benefits and our Macau presence as a +China-Portuguese link for smoother regulatory alignment and easier market +access to the European Union and Portuguese-speaking countries. We are +continuously making efforts to establish Macau as our center for technology +showcases and clinical training, paving the way for entry into Lusophone +markets, including Brazil. +FUTURE PLANS AND USE OF PROCEEDS +– 260 – + + +--- page 272 --- +In terms of the Saudi Arabia market, Saudi Arabia possesses robust economic +capital and is deploying significant investments to modernize its healthcare +infrastructure, positioning itself as a regional medical hub. Its high-income +demographic drives strong demand for premium healthcare services and +cutting-edge oncological technologies. The precise diagnostic and therapeutic +intervention capabilities of our biopsy and ablation robotic systems directly +address local clinical needs for lung nodule detection and early-stage lung +cancer management. This clinical offering directly aligns with Saudi Arabia’s +national healthcare premiumization strategy. +Overall, we will continue to closely monitor the political, safety and regulatory +developments in these regions and will comprehensively assess and +dynamically adjust our market entry and expansion strategy globally; and +(iii) approximately HK$21.7 million (representing 5.6% of net proceeds) to fund +the commercialization of our Core Product. We plan to continue to advance +hospital advancement, targeting installations in a number of reputable hospitals +in China by 2028. We expect to (1) strategically recruit all levels of talent, +from junior and senior specialists to managers and marketing directors, and +build a sales and marketing, clinical and after-sales service team; (2) +continuously build and expand our sales market network through establishing +marketing centers in key cities in China; and (3) set up training programs with +hospitals on the implementation of our percutaneous puncture robots. +Additionally, we plan to establish marketing centers in the following cities +with abundant medical institution resources to cover surrounding regions, and +to gradually achieve nationwide coverage through our network: + Beijing Center: covering Northern China and Northeastern China; + Shanghai Center: covering the Yangtze River Delta region and +surrounding areas; + Guangzhou Center: covering Southern China, Guangxi and surrounding +areas; + Wuhan Center: covering Central China; and + Chengdu Center: covering Western China. +Depending on the development of our business, we may consider establishing +additional marketing centers in the future. +(b) Approximately HK$38.4 million (representing 9.9% of net proceeds) to fund +research and development activities and commercialization of our key products, +among which: +(i) approximately HK$25.6 million (representing 6.6% of net proceeds) to fund +the continuous R&D of TH-X MW, including real-world evidence clinical +study to generate insights that will guide future product upgrades and iterations +continuous research and development to enhance product performance and +functionality; and ongoing patent filings and portfolio development; and +(ii) approximately HK$12.8 million (representing 3.3% of net proceeds) to +accelerate the commercialization of our key products. To achieve the +aforementioned commercialization plans, we expect to (1) strategically recruit +all levels of talent, from junior and senior specialists to managers and +marketing directors, and build a sales and marketing, clinical and after-sales +service team; (2) continuously build and expand our sales market network +through establishing marketing centers in key cities in China; and (3) conduct +advanced function verification and clinical feedback collection with hospitals +with respect to our microwave ablation robots; and +FUTURE PLANS AND USE OF PROCEEDS +– 261 – + + +--- page 273 --- +(c) Approximately HK$23.3 million (representing 6.0% of net proceeds) to fund +research and development activities of other product candidates and related patent +filings and portfolio expansion, among which: +(i) approximately HK$12.0 million (representing 3.1% of net proceeds) to fund +the research and development of cryoablation robot. We plan to complete +research and verification of the cryoablation robot in the second half of 2027, +and submit the registration application to the NMPA in the second half of 2027, +which we expect to obtain a registration approval in the first half of 2028; and +(ii) approximately HK$11.3 million (representing 2.9% of net proceeds) to fund +the research and development of organ preservation and assessment systems. +We plan to continue the development of organ preservation and assessment +devices based on normothermic continuous mechanical perfusion. +(d) Approximately HK$7.8 million (representing 2.0% of net proceeds) to fund the +expansion of our manufacturing capacity and enhance our production capability, +among which: +(i) approximately HK$1.2 million (representing 0.3% of net proceeds) to fund the +acquisition of equipment. +The equipment and machines we intend to procure including: 6 articulated arm +coordinate measuring machines (CMM), 1 dedicated production testing +equipment for ablation needles, 1 purified water system, and 4 customized +molds for disposables; and +(ii) approximately HK$6.6 million (representing 1.7% of net proceeds) to fund the +expansion of our production team. We plan to recruit production and quality +management staff including manager, technical specialists and workers; +In expanding our Zhuhai site, we have secured rental properties with relatively low +rental costs, thereby minimizing our rental expenses for facilities. +Our proposed capacity expansion is designed to further ramp up our in-house +production capacity. In particular, such expansion effectively expands our in-house +production lines for the Core Product, supports the in-house production line for our +related disposables, while reserving space for our pilot production of other pipeline +products and disposables. The capacity expansion will be implemented in phases +and is expected to be completed by 2030, with facilities brought into operation +progressively. Upon full completion of the capacity expansion, the designed annual +production capacity for surgical robots will increase from the current 50 units to 400 +units. In addition, the expansion will establish full-category in-house production +capacity for core supporting consumables, sufficient to meet the consumables +demand arising from the commercialization of our products; and +(e) Approximately HK$29.5 million (representing 7.6% of net proceeds) to fund our +working capital and other general corporate purposes. +We believe our expansion plans will be supported by sufficient market demand, including +a steadily growing target customer base, robust national and regional support policies, high +clinical value of our products, widespread and validated clinical recognition, supported by our +broad marketing and support network with strong capabilities and taking into account our +leading market position. +We are currently at an early stage of commercialization, and product sales may surge in +the future. Our existing manufacturing facility has a designed annual manufacturing capacity +of 50 units. In 2025, actual production was 36 units. Our manufacturing capacity utilization is +expected to approach saturation in 2026. To support future growth, we plan to expand our +manufacturing capacity. +FUTURE PLANS AND USE OF PROCEEDS +– 262 – + + +--- page 274 --- +If the Offer Price is set at the high point or the low point of the indicative Offer Price +range (assuming the Over-allotment Option is not exercised), the net proceeds will increase or +decrease by approximately HK$27.0 million. We will apply the additional or reduced net +proceeds to the above purposes on a pro-rata basis. +If the Over-allotment Option is exercised in full, we will receive additional net proceeds +of approximately HK$68.1 million, assuming an Offer Price of HK$127.40 per Share, being the +mid-point of the indicative Offer Price range. +If the net proceeds are not immediately applied to the above purpose, we will only deposit +those net proceeds into short-term interest-bearing accounts at licensed commercial banks +and/or other authorized financial institutions (as defined under the Securities and Futures +Ordinance or applicable laws and regulations in other jurisdictions). +We currently have no specific plans as to how the net proceeds from this Global Offering +will be allocated beyond the uses specified above, and therefore management will retain +discretion to allocate the remainder of the net proceeds of this Global Offering among these +uses. +We will issue an appropriate announcement if there is any material change in the +abovementioned use of proceeds. +FUTURE PLANS AND USE OF PROCEEDS +– 263 – + + +--- page 275 --- +HONG KONG UNDERWRITERS +China International Capital Corporation Hong Kong Securities Limited +DBS Asia Capital Limited +ABCI Securities Company Limited +Funde Securities Limited +CMBC Securities Company Limited +Livermore Holdings Limited +Open Securities Limited +South China Securities Limited +SPDB International Capital Limited +UNDERWRITING ARRANGEMENTS AND EXPENSES +Hong Kong Public Offering +Hong Kong Underwriting Agreement +Pursuant to the Hong Kong Underwriting Agreement, our Company has agreed to offer +the Hong Kong Offer Shares for subscription by the public in Hong Kong on and subject to the +terms and conditions of the Hong Kong Underwriting Agreement and this prospectus. +Subject to (a) the Stock Exchange granting approval for the listing of, and permission to +deal in, our H Shares in issue and to be issued pursuant to the Global Offering on the Main +Board as mentioned in this prospectus (including any additional H Shares which may be +allotted and issued pursuant to the exercise of the Over-allotment Option) and such approval +not having been withdrawn; and (b) certain other conditions set out in the Hong Kong +Underwriting Agreement (including, among others, the Overall Coordinators (for themselves +and on behalf of the Underwriters) and our Company, agreeing upon the Offer Price), the Hong +Kong Underwriters have agreed, severally but not jointly, to subscribe, or procure subscribers +to subscribe, for the Hong Kong Offer Shares which are being offered but are not taken up +under the Hong Kong Public Offering on the terms and subject to the conditions set out in this +prospectus and the Hong Kong Underwriting Agreement. +The Hong Kong Underwriting Agreement is conditional on and subject to, among other +things, the International Underwriting Agreement having been executed and becoming +unconditional and not having been terminated in accordance with its terms. +Grounds for Termination +The obligations of the Hong Kong Underwriters to subscribe or procure subscribers for +the Hong Kong Offer Shares under the Hong Kong Underwriting Agreement are subject to +termination by written notice from the Joint Sponsors and the Overall Coordinators (for +themselves and on behalf of the Hong Kong Underwriters), at any time prior to 8:00 a.m. on +the Listing Date if: +(1) there develops, occurs, exists or comes into force: +(a) any new law or regulation or any change or development involving a +prospective change or any event or series of events or circumstances likely to +result in a change or a development involving a prospective change in existing +laws or regulations, or the interpretation or application thereof by any court or +any competent Authority in or affecting Hong Kong, the PRC, Macau, the +United States, the United Kingdom, the European Union (or any member +thereof), Japan, Singapore, or other jurisdictions relevant to our Group or the +Global Offering (each a “ Relevant Jurisdiction ” and collectively, the +“Relevant Jurisdictions ”); or +(b) any change or development involving a prospective change, or any event or +series of events or circumstances likely to result in a change or prospective +change, in any local, national, regional or international financial, political, +military, industrial, economic, fiscal, legal, regulatory, currency, credit or +market conditions or sentiments, taxation, equity securities or currency +UNDERWRITING +– 264 – + + +--- page 276 --- +exchange rate or controls or any monetary or trading settlement system, or +foreign investment regulations (including, without limitation, a devaluation of +the Hong Kong dollar, United States dollar or Renminbi against any foreign +currencies, a change in the system under which the value of the Hong Kong +dollar is linked to that of the United States dollar or the Renminbi is linked to +any foreign currency or currencies) or other financial markets (including, +without limitation, conditions and sentiments in stock and bond markets, +money and foreign exchange markets, the inter-bank markets and credit +markets) in or affecting any Relevant Jurisdictions, or affecting an investment +in the Offer Shares; or +(c) any event or series of events, or circumstances in the nature of force majeure +(including, without limitation, any acts of government, declaration of a +regional, national or international emergency or war, calamity, crisis, economic +sanctions, strikes, labor disputes, other industrial actions, lock-outs, fire, +explosion, flooding, tsunami, earthquake, volcanic eruption, civil commotion, +riots, rebellion, public disorder, paralysis in government operations, acts of +war, epidemic, pandemic, outbreak or escalation, mutation or aggravation of +diseases, accident or interruption or delay in transportation, local, national, +regional or international outbreak or escalation of hostilities (whether or not +war is or has been declared), act of God or act of terrorism (whether or not +responsibility has been claimed)) in or affecting any of the Relevant +Jurisdictions; or +(d) the imposition or declaration of any moratorium, suspension or limitation +(including without limitation, any imposition of or requirement for any +minimum or maximum price limit or price range) on (i) the trading in shares +or securities generally on the Stock Exchange, the Shanghai Stock Exchange, +the Shenzhen Stock Exchange, the Tokyo Stock Exchange, the Singapore Stock +Exchange, the New York Stock Exchange, the NASDAQ Global Market or the +London Stock Exchange; or (ii) the trading in any securities of our Company +listed or quoted on a stock exchange or an over-the-counter market; or +(e) the imposition or declaration of any general moratorium on banking activities +in or affecting any of the Relevant Jurisdictions or any disruption in +commercial banking or foreign exchange trading or securities settlement or +clearing services, procedures or matters in or affecting any of the Relevant +Jurisdictions; or +(f) other than with the prior written consent of the Overall Coordinators, the issue +or requirement to issue by our Company of a supplement 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 Group company or +a director or a senior management member of any Group company or +announcing an intention to take any such action; or +(h) the imposition of sanctions or export controls in whatever form, directly or +indirectly, on any Group company or any of our Controlling Shareholders or by +or on any Relevant Jurisdiction, or the withdrawal of trading privileges which +existed on the date of the Hong Kong Underwriting Agreement, in whatever +form, directly or indirectly, by, or for, any Relevant Jurisdiction; or +(i) any valid demand by creditors for payment or repayment of indebtedness of +any member of our Group or in respect of which any member of our Group is +liable prior to its stated maturity; or +UNDERWRITING +– 265 – + + +--- page 277 --- +(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 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 our Group or any Controlling Shareholder or any Director or senior +management members as named in this prospectus; or +(l) any contravention by any Group company or any Director of the Listing Rules +or applicable laws; or +(m) any change or prospective change, or a materialization of, any of the risks set +out in the section headed “Risk Factors” in 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 or may have a material adverse effect, whether directly or indirectly, +on the assets, liabilities, business, general affairs, management, prospects, +shareholders’ equity, profits, losses, results of operations, position or +condition, financial or otherwise, or performance of our Company or our +Group as a whole; +(B) has or will or may have a material adverse effect on the success of the Global +Offering or the level of applications under the Hong Kong Public Offering or +the level of indications of interest under the International Offering; or +(C) makes or will make or may make it impracticable, inadvisable, 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 any part of the Hong Kong +Underwriting Agreement (including underwriting) incapable of performance in +accordance with its terms or preventing the processing of applications and/or +payments pursuant to the Global Offering or pursuant to the underwriting +thereof; or +(2) there has come to the notice of the Joint Sponsors and the Overall Coordinators (for +themselves and on behalf of the Hong Kong Underwriters) that: +(a) any statement contained in any of the Offering Documents (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 our Company in connection with the Hong Kong Public +Offering (including any supplement or amendment thereto) (the “ Global +Offering Documents ”) was, when it was issued, or has become untrue, +incorrect, inaccurate in any material respect or misleading; or that any +estimate, forecast, expression of opinion, intention or expectation contained in +any such documents, was, when it was issued, or has become unfair or +misleading in any respect or based on untrue, dishonest or unreasonable +assumptions or given in bad faith; or +(b) any matter has arisen or has been discovered which would, had it arisen or been +discovered immediately before the date of this prospectus, constitute a material +omission or misstatement in any Global Offering Document; or +UNDERWRITING +– 266 – + + +--- page 278 --- +(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 our Company or our Controlling Shareholders in the +Hong Kong Underwriting Agreement or the International Underwriting +Agreement; or +(d) any event, act or omission which gives rise or is likely to give rise to any +liability of any of the indemnifying parties pursuant to the indemnities in the +Hong Kong Underwriting Agreement; or +(e) any breach of any of the obligations or undertakings imposed upon our +Company or any member of our Controlling Shareholders to the Hong Kong +Underwriting Agreement or the International Underwriting Agreement; or +(f) there is any change or development involving a prospective change, +constituting or having a material adverse effect; or +(g) that the chairperson of our Board, any Director or any member of senior +management of our 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 our 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) our 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 +(j) that the approval by the Listing Committee of the listing of, and permission to +deal in, the H 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 expert named in this prospectus (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 our Company for whatever reason from offering, allotting, +issuing or selling any of the Offer Shares (including any additional H Shares +which may be allotted and issued pursuant to the exercise of the Over- +allotment Option) pursuant to the terms of the Global Offering; or +(m) any expert named in this prospectus (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 (as defined in the Hong Kong +Underwriting Agreement) or to the issue of any of the Offering Documents (as +defined in the Hong Kong Underwriting Agreement); or +(n) an order or petition is presented for the winding-up or liquidation of any +member of our Group, or any member of our 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 our Group or a +provisional liquidator, receiver or manager is appointed over all or part of the +assets or undertaking of any member of our Group or anything analogous +thereto occurs in respect of any member of our Group; or +UNDERWRITING +– 267 – + + +--- page 279 --- +(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 our Company of a supplement or amendment to the CSRC filings pursuant +to the CSRC rules or upon any requirement or request of the CSRC; or (C) any +non-compliance of the CSRC filings with the CSRC rules or any other +applicable laws; or +(p) that (i) a material portion of the orders placed or confirmed in the bookbuilding +process have been withdrawn, terminated or cancelled, or with respect to which +the payment of the relevant orders and/or investment commitment has not been +received or settled in the stipulated time and manner or otherwise; or (ii) the +Joint Sponsors and the Overall Coordinators are not satisfied in their sole and +absolute opinion, with the results of the due diligence on any investors who +have indicated interest in placing orders in the bookbuilding process; or (iii) +there is any disagreement between the Joint Sponsors and the Overall +Coordinators, on the one hand, and our Company, on the other hand, in +connection with the bookbuilding process and the allocation and issue of the +Offer Shares, +then, in each case, the Joint Sponsors and the Overall Coordinators (for themselves +and on behalf of the Hong Kong Underwriters) may, in their sole and absolute +discretion and upon giving notice in writing to our Company, terminate the Hong +Kong Underwriting Agreement with immediate effect. +Undertakings to the Stock Exchange Pursuant to the Listing Rules +(A) Undertakings by our Company +Pursuant to Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock +Exchange, that no further Shares or securities convertible into equity securities of our +Company (whether or not of a class already listed) may be issued or sold or transferred out of +treasury or form the subject of any agreement to such an issue, or sale or transfer out of +treasury by our Company within six months from the Listing Date (whether or not such issue +of Shares or securities of our Company, or sale or transfer of shares out of treasury will be +completed within six months from the Listing Date), except (a) pursuant to the Global Offering +and the exercise of the Over-allotment Option; or (b) under any of the circumstances provided +under Rule 10.08 of the Listing Rules. +(B) Undertakings by our Controlling Shareholders +By virtue of Rule 10.07 of the Listing Rules, each of our Controlling Shareholders has +undertaken to the Stock Exchange and to our Company that, except pursuant to the Global +Offering and the Over-allotment Option, she/it will not and will procure that the relevant +registered holder(s) (if any) of our Shares in which any of them has a beneficial interest will +not, without the prior written consent of the Stock Exchange or unless otherwise in compliance +with the requirements of the Listing Rules: +(i) in the period commencing from the date by reference to which disclosure of its +shareholdings in our Company is made in this prospectus and ending on the date +which is six months from the Listing Date (the “ First Six-Month Period ”), either +directly or indirectly, dispose of, nor enter into any agreement to dispose of or +otherwise create any options, rights, interests or encumbrances in respect of, any of +the Shares in respect of which she/it is shown to be the beneficial owner in this +prospectus (the “ Relevant Shares ”); and +(ii) in the period of six months commencing from the expiry of the First Six-Month +Period, either directly or indirectly, dispose of, nor enter into any agreement to +dispose of or otherwise create any options, rights, interests or encumbrances in +respect of, any of the Relevant Shares to such extent that, immediately following +such disposal, or upon the exercise or enforcement of such options, rights, interests +or encumbrances, she/it will cease to be a controlling shareholder (as defined in the +UNDERWRITING +– 268 – + + +--- page 280 --- +Listing Rules) of our Company or a member of a group of our Controlling +Shareholders or would together with the other Controlling Shareholders cease to be +a controlling shareholder (as defined in the Listing Rules). +Pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, each of our Controlling +Shareholders has undertaken to the Stock Exchange and to our Company that within the period +commencing from the date by reference to which disclosure of her/its shareholdings in our +Company is made in this prospectus and ending on the date which is 12 months from the +Listing Date, she/it will: +(i) when she/it pledges or charges any Relevant Shares or interests in any of the +Relevant Shares, whether directly or indirectly, in favor of an authorized institution +(as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)) for +a bona fide commercial loan pursuant to Note 2 to Rule 10.07(2) of the Listing +Rules, immediately inform our Company in writing of such pledge or charge +together with the number of Relevant Shares so pledged or charged; and +(ii) when she/it receives indications, either verbal or written, from the pledgee or +chargee of any Shares that any of the pledge or charged Relevant Shares will be +disposed of, immediately inform our Company in writing of such indications. +Our Company will inform the Stock Exchange in writing as soon as we have been +informed of matters referred in above by any of our Controlling Shareholders and disclose such +matters by way of announcement pursuant to the requirements under the Listing Rules as soon +as possible. +Undertakings pursuant to the Hong Kong Underwriting Agreement +(A) Undertakings by our Company +Our Company has undertaken to each of the Joint Sponsors, the Sponsor-Overall +Coordinator, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, +the Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters +that except pursuant to the Global Offering (including pursuant to the Over-allotment Option), +at any time after the date of the Hong Kong Underwriting Agreement up to and including the +date falling six months after the Listing Date (the “ First Six Month Period ”), it will not, +without the prior written consent of the Joint Sponsors and the Overall Coordinators (for +themselves and on behalf of the Hong Kong Underwriters) and unless in compliance with the +requirements of the Listing Rules: +(i) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree +to allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or +sell any option, warrant, contract or right to subscribe for or purchase, grant or +purchase any option, warrant, contract or right to allot, issue or sell, or otherwise +transfer or dispose of or create an encumbrance over, or agree to transfer or dispose +of or create an encumbrance over, either directly or indirectly, conditionally or +unconditionally, or repurchase, any legal or beneficial interest in the share capital or +any other securities of our Company or any interest in any of the foregoing +(including, without limitation, any securities convertible into or exchangeable or +exercisable for or that represent the right to receive, or any warrants or other rights +to purchase any share capital or other securities of our Company, as applicable), or +deposit any share capital or other securities of our Company, as applicable, with a +depositary in connection with the issue of depositary receipts; or +(ii) enter into any swap or other arrangement that transfers to another, in whole or in +part, any of the economic consequences of ownership (legal or beneficial) of the +Shares or any other securities of our Company, or any interest in any of the +foregoing (including, without limitation, any securities convertible into or +exchangeable or exercisable for or that represent the right to receive, or any warrants +or other rights to purchase, any Shares); or +(iii) enter into any transaction with the same economic effect as any transaction +described in (i) or (ii) above; or +(iv) offer to or agree to do any of the foregoing specified in (i), (ii) or (iii) or announce +any intention to do so, +UNDERWRITING +– 269 – + + +--- page 281 --- +in each case, whether any of the foregoing transactions is to be settled by delivery of share +capital or such other securities, in cash or otherwise (whether or not the issue of such share +capital or other securities will be completed within the First Six Month Period). +Our Company has further agreed that, in the event our Company is allowed to enter into +any of the transactions described in (i), (ii) or (iii) above or offers to or agrees to or announces +any intention to effect any such transaction during the period of six months commencing on the +date on which the First Six Month Period expires (the “ Second Six Month Period ”), it will +take all reasonable steps to ensure that such an issue or disposal will not, and no other act of +our Company will, create a disorderly or false market for any Shares or other securities of our +Company. +(B) Undertakings by our Controlling Shareholders +Each of our Controlling Shareholders has undertaken to each of our Company, the Joint +Sponsors, the Sponsor-Overall Coordinator, the Overall Coordinators, the Joint Global +Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market +Intermediaries and the Hong Kong Underwriters that, except as pursuant to the Global Offering +and the exercise of the Over-allotment Option and the issue of H Shares thereof, without the +prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves and +on behalf of the Hong Kong Underwriters) and unless in compliance with the requirements of +the Listing Rules: +(i) it/she will not, and will procure that the relevant registered holder(s), any nominee +or trustee holding on trust for it/her and the companies controlled by it/her will not, +at any time during the First Six Month Period, (a) sell, offer to sell, accept +subscription for, contract or agree to allot, issue or sell, mortgage, charge, pledge, +hypothecate, lend, grant or sell any option, warrant, contract or right to purchase, +grant or purchase any option, warrant, contract or right to sell, or otherwise transfer +or dispose of or create an encumbrance over, or agree to transfer or dispose of or +create an encumbrance over, either directly or indirectly, conditionally or +unconditionally, any Shares or other securities of our Company or any interest +therein (including, without limitation, any securities convertible into or +exchangeable or exercisable for or that represent the right to receive, or any warrants +or other rights to purchase, any Shares or any such other securities, as applicable or +any interest in any of the foregoing), or deposit any Shares or other securities of our +Company with a depositary in connection with the issue of depositary receipts, or +(b) enter into any swap or other arrangement that transfers to another, in whole or +in part, any of the economic consequences of ownership (legal or beneficial) of any +Shares or other securities of our Company or any interest therein (including, without +limitation, any securities convertible into or exchangeable or exercisable for or that +represent the right to receive, or any warrants or other rights to purchase, any Shares +or any such other securities, as applicable or any interest in any of the foregoing), +or (c) enter into any transaction with the same economic effect as any transaction +specified in (a) or (b) above, or (d) offer to or agree to or announce any intention +to effect any transaction specified in (a), (b) or (c) above, in each case, whether any +of the transactions specified in (a), (b) or (c) above is to be settled by delivery of +Shares or other securities of our Company or in cash or otherwise, and whether or +not the transactions will be completed within the First Six Month Period; and +(ii) it/she will not, during the Second Six Month Period, enter into any of the +transactions specified in (a), (b) or (c) above or offer to or agree to contract to or +publicly announce any intention to effect any such transaction if, immediately +following any sale, transfer or disposal or upon the exercise or enforcement of any +option, right, interest or encumbrance pursuant to such transaction, it will cease to +be a Controlling Shareholder of our Company or a member of a group of our +Controlling Shareholders of our Company or would together with the other +Controlling Shareholders cease to be “Controlling Shareholders” (as defined in the +Listing Rules) of our Company; and +(iii) until the expiry of the Second Six Month Period, in the event that it enters into any +of the transactions specified in or (a), (b) or (c) or offer to or agrees to or contract +to or publicly announce any intention to effect any such transaction, it/she will take +all reasonable steps to ensure that such a disposal will not create a disorderly or false +market in the securities of our Company. +UNDERWRITING +– 270 – + + +--- page 282 --- +Subject to compliance with applicable requirements under the Listing Rules, the above +restrictions shall not prevent our Controlling Shareholders from (i) purchasing additional H +Shares or other securities of our Company and disposing of such additional H Shares or +securities of our Company in accordance with the Listing Rules, provided that any such +purchase or disposal does not contravene the lock-up arrangements with our Controlling +Shareholders referred above or the compliance by our Company with the minimum public float +requirement, and (ii) using the H Shares or other securities of our Company or any interest +therein beneficially owned by them as security (including a charge or a pledge) in favor of an +authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong +Kong)) for a bona fide commercial loan, provided that (a) the relevant Controlling Shareholder +will immediately inform our Company and the Overall Coordinators in writing of such pledge +or charge together with the number of H Shares or other securities of our Company so pledged +or charged if and when it/she or the relevant registered holder(s) pledges or charges any Shares +or other securities of our Company beneficially owned by it/her, and (b) when the relevant +Controlling Shareholder receives indications, either verbal or written, from the pledgee or +chargee of any H Shares that any of the pledged or charged Shares or other securities of our +Company will be disposed of, it/she will immediately inform our Company and the Overall +Coordinators of such indications. +Indemnity +We and our Controlling Shareholders have agreed to indemnify, among others, the Joint +Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the +Joint Lead Managers, the Capital Market Intermediaries and the Hong Kong Underwriters for +certain losses which they may suffer, including, among others, losses arising from the +performance of their obligations under the Hong Kong Underwriting Agreement and any +breach by our Company and our Controlling Shareholders of the Hong Kong Underwriting +Agreement. +The International Offering +International Underwriting Agreement +In connection with the International Offering, it is expected that our Company and our +Controlling Shareholders will enter into the International Underwriting Agreement with the +Joint Sponsors, the Overall Coordinators and the International Underwriters. Under the +International Underwriting Agreement, subject to the conditions set forth therein, the +International Underwriters would severally and not jointly agree to purchase, or procure +purchasers to purchase, the Offer Shares being offered pursuant to the International Offering +(subject to, among others, any reallocation between the International Offering and the Hong +Kong Public Offering). It is expected that the International Underwriting Agreement may be +terminated on similar grounds as the Hong Kong Underwriting Agreement. Potential investors +are reminded that in the event that the International Underwriting Agreement is not entered +into, or is terminated, the Global Offering will not proceed. +It is expected that each of our Controlling Shareholders will undertake to the International +Underwriters not to dispose of, or enter into any agreement to dispose of, or otherwise create +any options, rights, interest or encumbrances in respect of any of the H Shares held by it in our +Company for a period similar to such undertakings given by them pursuant to the Hong Kong +Underwriting Agreement, which is described in “—Underwriting Arrangements and +Expenses—Undertakings pursuant to the Hong Kong Underwriting Agreement—(B) +Undertakings by our Controlling Shareholders” above. +Over-allotment Option and Stabilization +We expect to grant to the International Underwriters, exercisable in whole or in part by +the Overall Coordinators at absolute discretion (for themselves and on behalf of the +International Underwriters), the Over-allotment Option, which will be exercisable from the +Listing Date until up to (and including) the date which is the 30th day after the last day for the +lodging of applications under the Hong Kong Public Offering, to require our Company to allot +and issue up to an aggregate of 534,700 H Shares, representing no more than 15.0% of the +number of Offer Shares initially available under the Global Offering, at the Offer Price under +the International Offering to cover over-allocations in the International Offering, if any. +UNDERWRITING +– 271 – + + +--- page 283 --- +For more details of the arrangements relating to the Over-allotment Option and +stabilization, see “Structure of the Global Offering” in this prospectus. +Commission and Expenses +Our Company will pay an underwriting commission of 3.5% of the aggregate Offer Price +of all the Offer Shares (including H Shares to be issued if the Over-allotment Option is +exercised) (the “ Fixed Fees ”). Our Company may also in our sole and absolute discretion pay +any one or all of the Underwriters an additional incentive fee in aggregate of up to 2.0% of the +aggregate Offer Price for all of the Offer Shares (including H Shares to be issued if the +Over-allotment Option is exercised) (the “ Discretionary Fees ”). The ratio of the Fixed Fees +and Discretionary Fees payable is therefore approximately 63.64%: 36.36% (on the basis that +the Discretionary Fees will be fully paid). For any unsubscribed Hong Kong Offer Shares +reallocated to the International Offering, we will pay an underwriting commission at the rate +applicable to the International Offering and such commission will be paid to the relevant +International Underwriters and not the Hong Kong Underwriters. +Assuming the Over-allotment Option is not exercised, the aggregate commissions and +fees, together with Stock Exchange listing fees, SFC transaction levy of 0.0027%, Stock +Exchange trading fee of 0.00565%, AFRC transaction levy of 0.00015%, legal and other +professional fees and printing and all other expenses payable by us relating to the Global +Offering are currently estimated to amount in aggregate to approximately HK$66.1 million +(assuming an Offer Price of HK$127.40 per Offer Share, being the mid-point of the indicative +Offering Price range stated in this prospectus). +INDEPENDENCE OF THE JOINT SPONSORS +China International Capital Corporation Hong Kong Securities Limited is not considered +independent under Rule 3A.07 of the Listing Rules as a member of the sponsor group (as +defined in the Listing Rules) of China International Capital Corporation Hong Kong Securities +Limited holds more than 5% of the total number of issued Shares (assuming the Over-allotment +Option is not exercised). +DBS Asia Capital Limited confirms that it satisfies the independence criteria applicable +to sponsors set out in Rule 3A.07 of the Listing Rules. +UNDERWRITERS’ INTERESTS IN OUR COMPANY +Save for the obligations under the Hong Kong Underwriting Agreement and the +International Underwriting Agreement and as disclosed in this prospectus, as of the Latest +Practicable Date, none of the Underwriters has any shareholding or beneficial interests in any +member of our Group nor has any right or option (whether legally enforceable or not) to +subscribe for or purchase or to nominate persons to subscribe for or purchase securities in any +member of our Group nor any interest in the Global Offering. +Following the completion of the Global Offering, the Overall Coordinators and the Hong +Kong Underwriters and their affiliated companies may hold a certain portion of the H Shares +as a result of fulfilling their obligations under the Hong Kong Underwriting Agreement. +ACTIVITIES BY SYNDICATE MEMBERS +The underwriters of the Hong Kong Public Offering and the International Offering +(together, the “ Syndicate Members ”) and their affiliates may each individually undertake a +variety of activities (as further described below) which do not form part of the underwriting or +stabilizing process. +The Syndicate Members and their affiliates are diversified financial institutions with +relationships in countries around the world. These entities engage in a wide range of +commercial and investment banking, brokerage, funds management, trading, hedging, +investing and other activities for their own account and for the account of others. In the +ordinary course of their various business activities, the Syndicate Members and their respective +affiliates may purchase, sell or hold a broad array of investments and actively trade securities, +derivatives, loans, commodities, currencies, credit default swaps and other financial +UNDERWRITING +– 272 – + + +--- page 284 --- +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 our Company +and/or persons and entities with relationships with our Company and may also include swaps +and other financial instruments entered into for hedging purposes in connection with our +Group’s loans and other debt. +In relation to issues by Syndicate Members or their affiliates of any listed securities +having the H Shares as their underlying securities, whether on the Stock Exchange or on any +other stock exchange, the rules of the exchange may require the issuer of those securities (or +one of its affiliates or agents) to act as a market maker or liquidity provider in the security, and +this will also result in hedging activity in the H Shares in most cases. +Such activities may affect the market price or value of our H Shares, the liquidity or +trading volume in our H Shares and the volatility of the price of our H Shares, and the extent +to which this occurs from day to day cannot be estimated. +It should be noted that when engaging in any of these activities, the Syndicate Members +will be subject to certain restrictions, including the following: +(a) the Syndicate Members must not, in connection with the distribution of the Offer +Shares, effect any transactions (including issuing or entering into any option or other +derivative transactions relating to the Offer Shares), whether in the open market or +otherwise, with a view to stabilizing or maintaining the market price of any of the +Offer Shares at levels other than those which might otherwise prevail in the open +market; and +(b) the Syndicate Members must comply with all applicable laws and regulations, +including the market misconduct provisions of the SFO, including the provisions +prohibiting insider dealing, false trading, price rigging and stock market +manipulation. +Certain of the Syndicate Members or their respective affiliates have provided from time +to time, and expect to provide in the future, investment banking and other services to our +Company and our affiliates for which such Syndicate Members or their respective affiliates +have received or will receive customary fees and commissions. +UNDERWRITING +– 273 – + + +--- page 285 --- +THE GLOBAL OFFERING +This prospectus is published in connection with the Hong Kong Public Offering as part +of the Global Offering. The Global Offering comprises: +(a) the Hong Kong Public Offering of initially 356,480 H Shares (subject to +reallocation) in Hong Kong, as described in “—The Hong Kong Public Offering” +below; and +(b) the International Offering of initially 3,208,220 H Shares (subject to reallocation +and the Over-allotment Option) outside the United States in offshore transactions in +reliance on Regulation S, as described in “—The International Offering” below. +The 3,564,700 H Shares initially being offered in the Global Offering will represent +approximately 10.0% of the total number of issued H Shares immediately after completion of +the Global Offering, without taking into account any H Shares which may be allotted and +issued pursuant to the exercise of the Over-allotment Option. The underwriting arrangements, +and the respective Underwriting Agreements, are summarized in the section headed +“Underwriting” in this prospectus. +Investors may apply for Hong Kong Offer Shares under the Hong Kong Public Offering, +or, if qualified to do so, apply for or indicate an interest in International Offer Shares under the +International Offering, but may not do both. +References in this prospectus to applications, application monies or the procedure for +application relate solely to the Hong Kong Public Offering. +THE HONG KONG PUBLIC OFFERING +Number of Shares Initially Offered +Our Company is initially offering 356,480 Hong Kong Offer Shares, representing +approximately 10.0% of the total number of Offer Shares initially available under the Global +Offering, at the Offer Price for subscription by the public in Hong Kong. Subject to the +reallocation of H Shares between (i) the International Offering, and (ii) the Hong Kong Public +Offering, the Hong Kong Offer Shares will represent approximately 1.0% of the enlarged +issued share capital of our Company immediately following the completion of the Global +Offering (assuming the Over-allotment Option is not exercised). +The Hong Kong Public Offering is open to members of the public in Hong Kong as well +as to institutional and professional investors. Professional investors generally include brokers, +dealers and companies (including fund managers) whose ordinary business involves dealing in +shares and other securities, and corporate entities which regularly invest in shares and other +securities. +The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on +a several basis under the terms of the Hong Kong Underwriting Agreement and is subject to +our Company and the Overall Coordinators (for themselves and on behalf of the Underwriters) +agreeing on the Offer Price. Completion of the Hong Kong Public Offering is subject to the +conditions as set out in “—Conditions of the Global Offering” below. +Allocation +Allocation of the Offer Shares to investors under the Hong Kong Public Offering will be +based solely on the level of valid applications received under the Hong Kong Public Offering. +The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly +applied for by applicants. Such allocation could, where appropriate, consist of balloting, which +would mean that some applicants may receive a higher allocation than others who have applied +for the same number of Hong Kong Offer Shares, and those applicants who are not successful +in the ballot may not receive any Hong Kong Offer Shares. +STRUCTURE OF THE GLOBAL OFFERING +– 274 – + + +--- page 286 --- +For allocation purposes only, the total number of the Offer Shares initially available under +the Hong Kong Public Offering (after taking account of any reallocation in the number of Offer +Shares allocated between the Hong Kong Public Offering and the International Offering +referred to below) will be divided equally into two pools (with any odd lots being allocated to +pool A): pool A and pool B. Pool A will comprise 178,240 Hong Kong Offer Shares and pool +B will comprise 178,240 Hong Kong Offer Shares initially. Both of which are available on an +equitable basis to successful applicants. All valid applications that have applied for Hong Kong +Offer Shares with an aggregate subscription price (excluding brokerage of 1.0%, SFC +transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction +levy of 0.00015% payable) of HK$5 million or below will fall into pool A. All valid +applications that have applied for Hong Kong Offer Shares with an aggregate subscription +price (excluding brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading +fee of 0.00565% and AFRC transaction levy of 0.00015% payable) of over HK$5 million and +up to the total value of pool B will fall into pool B. +For the purpose of this sub-section only, the “price” for Offer Shares means the price +payable on application therefor (without regard to the Offer Price as finally determined). +Applicants should be aware that applications in Pool A and applications in Pool B may +receive different allocation ratios. If Hong Kong Offer Shares in one (but not both) of the two +pools are undersubscribed, the surplus Hong Kong Offer Shares will be transferred to the other +pool to satisfy demand in that other pool and be allocated accordingly. +Applicants can only receive an allocation of Hong Kong Offer Shares from either Pool A +or Pool B, but not from both pools. Multiple or suspected multiple applications and any +application for more than 178,240 Hong Kong Offer Shares (being 50% of the 356,480 Offer +Shares initially available under the Hong Kong Public Offering) will be rejected. +Reallocation +The Offer Shares to be offered in the Hong Kong Public Offering and the International +Offering may, in certain circumstances, be reallocated as between these offerings at the +discretion of the 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 in the circumstances where (a) the International Offer Shares are +fully subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed or +oversubscribed irrespective of the number of times, or (b) the International Offer Shares are +undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed +irrespective of the number of times, then up to 178,220 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 +534,700 Offer Shares, representing approximately 15.0% of the number of Offer Shares +initially available under the Global Offering (before any exercise of the Over-allotment +Option) and the final Offer Price shall be fixed at the bottom end of the indicative price range +(i.e. HK$119.30 per Offer Share) in accordance with Chapter 4.14 of the Guide for New Listing +Applicants. +STRUCTURE OF THE GLOBAL OFFERING +– 275 – + + +--- page 287 --- +Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the +International Offering follows the provision of paragraph 4.2(b) of Practice Note 18 of the +Listing Rules, no mandatory clawback or reallocation mechanism is required to increase the +number of Offer Shares under the Hong Kong Public Offering to a certain percentage of the +total number of Offer Shares offered under the Global Offering. +Details of any reallocation of Offer Shares between the Hong Kong Public Offering and +the International Offering will be disclosed in the results announcement of the Global Offering +expected to be published on Monday, June 29, 2026. +Applications +The Overall Coordinators (for themselves and on behalf of the Underwriters) may require +any investor who has been offered H Shares under the International Offering, and who has +made an application under the Hong Kong Public Offering, to provide sufficient information +to the Overall Coordinators so as to allow it to identify the relevant applications under the +Hong Kong Public Offering and to ensure that it is excluded from any application for H Shares +under the International Offering. +Each applicant under the Hong Kong Public Offering will also be required to give an +undertaking and confirmation in the application submitted by him/her/it that he/she/it and any +person(s) for whose benefit he/she/it is making the application has not applied for or taken up, +or indicated an interest in, and will not apply for or take up, or indicate an interest in, any +International Offer Shares under the International Offering, and such applicant’s application +under the International Offering is liable to be rejected if the said undertaking and/or +confirmation is breached and/or untrue (as the case may be). +Applicants under the Hong Kong Public Offering may be required to pay, on application +(subject to application channels), the maximum price of HK$135.40 per Offer Share in addition +to the brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy +payable on each Offer Share. If the Offer Price, as finally determined in the manner described +in “—Pricing and Allocation” below, is less than the maximum price of HK$135.40 per Offer +Share, appropriate refund payments (including the brokerage, SFC transaction levy, Stock +Exchange trading fee and AFRC transaction levy attributable to the surplus application monies) +will be made to successful applicants (subject to application channels), without interest. +Further details are set out in “How to Apply for Hong Kong Offer Shares.” +References in this prospectus to applications, application monies or the procedure for +application relate solely to the Hong Kong Public Offering. +THE INTERNATIONAL OFFERING +Number of Offer Shares Offered +Subject to the reallocation as described above, the number of Offer Shares to be initially +offered under the International Offering will be 3,208,220 Offer Shares, representing +approximately 90.0% of the total number of Offer Shares initially available under the Global +Offering. The International Offering is expected to be fully underwritten by the International +Underwriters subject to the terms and conditions of the International Underwriting Agreement, +and is subject to the Hong Kong Public Offering becoming unconditional. +Allocation +The International Offering will include selective marketing of Offer Shares to +institutional and professional investors and other investors anticipated to have a sizeable +demand for such Offer Shares in Hong Kong and other jurisdictions outside the United States +in offshore transactions in reliance on Regulation S. Professional investors generally include +brokers, dealers, companies (including fund managers) whose ordinary business involves +dealing in shares and other securities and corporate entities which regularly invest in shares +and other securities. The International Offering is subject to the Hong Kong Public Offering +being unconditional. +STRUCTURE OF THE GLOBAL OFFERING +– 276 – + + +--- page 288 --- +Allocation of Offer Shares pursuant to the International Offering will be effected in +accordance with the “book-building” process described in “—Pricing and Allocation” below +and based on a number of factors, including the level and timing of demand, total size of the +relevant investor’s invested assets or equity assets in the relevant sector and whether or not it +is expected that the relevant investor is likely hold or sell, H Shares, after the Listing. Such +allocation is intended to result in a distribution of the H Shares on a basis which would lead +to the establishment of a solid shareholder base to the benefit of our Company and our +Shareholders as a whole. +The Overall Coordinators (for themselves and on behalf of the Underwriters) may require +any investor who has been offered Offer Shares under the International Offering and who has +made an application under the Hong Kong Public Offering, to provide sufficient information +to the Overall Coordinators (for themselves and on behalf of the Underwriters) so as to allow +them to identify the relevant applications under the Hong Kong Public Offering and to ensure +that they are excluded from any application of Offer Shares under the International Offering. +Reallocation +The total number of Offer Shares to be issued pursuant to the International Offering may +change as a result of the exercise of the Over-allotment Option in whole or in part described +in “—Over-allotment Option” below and/or any reallocation of unsubscribed Hong Kong Offer +Shares to the International Offering at the discretion of the Overall Coordinators. +OVER-ALLOTMENT OPTION +In connection with the Global Offering, the Company is expected to grant the +Over-allotment Option to the International Underwriters, which will be exercisable by the +Overall Coordinators (for themselves and on behalf of the International Underwriters). +Pursuant to the Over-allotment Option, the International Underwriters have the right, +exercisable by the Overall Coordinators (for themselves and on behalf of the International +Underwriters) at any time from the Listing Date to the 30th day after the last day for lodging +applications under the Hong Kong Public Offering, to require the Company to issue up to an +aggregate of 534,700 additional H Shares, representing approximately 15.0% of the total +number of Offer Shares initially available under the Global Offering, at the Offer Price under +the International Offering, to cover over-allocations in the International Offering, if any. +If the Over-allotment Option is exercised in full, the additional Offer Shares will +represent approximately 1.48% of the total number of H Shares in issue immediately following +the completion of the Global Offering and the exercise of the Over-allotment Option. In the +event that the Over-allotment Option is exercised, an announcement will be made. +STABILIZATION +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, inter alia , to curb and, if possible, +prevent any decline in the initial public market price of the securities below the offer price. It +may be effected in jurisdictions where it is permissible to do so and subject to all applicable +laws and regulatory requirements, 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 Stabilization Manager or any person acting +for it, on behalf of the Underwriters, may over-allocate or effect short sales or any other +stabilizing transactions with a view to stabilizing or maintaining the market price of the Offer +Shares at a level higher than that which might otherwise prevail in the open market. Short sales +involve the sale by the Stabilization Manager of a greater number of H Shares than the +Underwriters are required to purchase in the Global Offering. “Covered” short sales are sales +made in an amount not greater than the Over-allotment Option. The Stabilization Manager may +close out the covered short position by either exercising the Over-allotment Option to purchase +additional Offer Shares or purchasing H Shares in the open market. In determining the source +of the Offer Shares to close out the covered short position, the Stabilization Manager will +consider, among other things, the price of Offer Shares in the open market as compared to the +STRUCTURE OF THE GLOBAL OFFERING +– 277 – + + +--- page 289 --- +price at which they may purchase additional Offer Shares pursuant to the Over-allotment +Option. Stabilizing transactions consist of certain bids or purchases made for the purpose of +preventing or curbing a decline in the market price of the Offer Shares while the Global +Offering is in progress. Any market purchases of the H Shares may be effected on any stock +exchange, including the Stock Exchange, any over-the-counter market or otherwise, provided +that they are made in compliance with all applicable laws and regulatory requirements. +However, there is no obligation on the Stabilization Manager (or its affiliates or any person +acting for it) to conduct any such stabilizing action. Such stabilizing action, if commenced, will +be conducted at the absolute discretion of the Stabilization Manager (or its affiliates or any +person acting for it) and in what the Stabilization Manager reasonably regards as the best +interest of the Company, and may be discontinued at any time. +Any such stabilizing action is required to be brought to an end within 30 days of the last +day for the lodging of applications under the Hong Kong Public Offering. The number of the +Offer Shares that may be over-allocated will not exceed the number of the H Shares that may +be issued under the Over-allotment Option, namely, 534,700 Offer Shares, which is +approximately 15.0% of the number of Offer Shares initially available under the Global +Offering, and cover such over-allocations by exercising the Over-allotment Option or by +making purchases in the secondary market at prices that do not exceed the Offer Price or a +combination of these means. +In Hong Kong, stabilizing actions must be carried out in accordance with the Securities +and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). Stabilizing +actions permitted pursuant to the Securities and Futures (Price Stabilizing) Rules include: +(a) over-allocating for the purpose of preventing or minimizing any reduction in the +market price of our H Shares; +(b) selling or agreeing to sell the H 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 H +Shares; +(c) purchasing or subscribing for, or agreeing to purchase or subscribe for, our H Shares +pursuant to the Over-allotment Option in order to close out any position established +under (a) or (b) above; +(d) purchasing, or agreeing to purchase, any of the H Shares for the sole purpose of +preventing or minimizing any reduction in the market price of the H Shares; +(e) selling or agreeing to sell any of the H 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 (b), (c), (d) or (e) above. +Stabilizing actions by the Stabilization Manager (or its affiliates or any person +acting for it) will be entered into in accordance with the laws, rules and regulations +in place in Hong Kong on stabilization. +Prospective applications for investors in the Offer Shares should note that: +(a) as a result of effecting transactions to stabilize or maintain the market price of the +H Shares, the Stabilization Manager (or its affiliates or any person acting for it) may +maintain a long position in the H Shares; +(b) the size of the long position, and the period for which the Stabilization Manager (or +its affiliates or any person acting for it) will maintain the long position is at the +discretion of the Stabilization Manager and is uncertain; +(c) liquidation of any such long position by the Stabilization Manager and selling in the +open market may lead to a decline in the market price of the H Shares; +STRUCTURE OF THE GLOBAL OFFERING +– 278 – + + +--- page 290 --- +(d) no stabilizing action can be taken to support the price of the H Shares for longer than +the stabilizing period, which begins on the Listing Date, and is expected to expire +on Saturday, July 25, 2026, being the 30th day after the last day for the lodging of +applications under the Hong Kong Public Offering. After this date, when no further +stabilizing action may be taken, demand for the H Shares, and their market price, +could fall after the end of the stabilizing period. These activities by the Stabilization +Manager may stabilize, maintain or otherwise affect the market price of the H +Shares. As a result, the price of the H Shares may be higher than the price that +otherwise may exist in the open market; +(e) any stabilizing action taken by the Stabilization Manager (or its affiliates or any +person acting for it) may not necessarily result in the market price of the H Shares +staying at or above the Offer Price either during or after the stabilizing period; and +(f) stabilizing bids or transactions effected in the course of the stabilizing action may +be made at a price at or below the Offer Price and therefore at or 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 534,700 H Shares, representing up to approximately 15.0% of the initial +number of Offer Shares, through delayed delivery arrangements with investors who have been +allocated Offer Shares in the International Offering. The delayed delivery arrangements (if +specifically agreed by an investor) relate only to the delay in the delivery of the Offer Shares +to such investor and the Offer Price for the Offer Shares allocated to such investor will be paid +before Listing. Both the size of such cover and the extent to which the Over-allotment Option +can be exercised will depend on whether arrangements can be made with investors such that +a sufficient number of H Shares can be delivered on a delayed basis. If no investor in the +International Offering agrees to the delayed delivery arrangements, no stabilizing actions will +be undertaken by the Stabilizing Manager and the Over-allotment Option will not be exercised. +Our Company will ensure or procure that an announcement in compliance with the +Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) +will be made within seven days of the expiration of the stabilizing period. +Over-Allocation +Following any over-allocation of H Shares in connection with the Global Offering, the +Stabilization Manager (or its affiliates or any person acting for it) may cover such +over-allocations by exercising the Over-allotment Option in full or in part, by using H Shares +purchased by the Stabilization Manager (or its affiliates or any person acting for it) in the +secondary market at prices that do not exceed the Offer Price, or by a combination of these +methods. +PRICING AND ALLOCATION +Determining the Offer Price +The International Underwriters will be soliciting from prospective investors’ indications +of interest in acquiring Offer Shares in the International Offering. Prospective professional and +institutional investors will be required to specify the number of Offer Shares under the +International Offering they would be prepared to acquire either at different prices or at a +particular price. This process, known as “book-building,” is expected to continue up to, and to +cease on or around, the last day for lodging applications under the Hong Kong Public Offering. +Pricing for the Offer Shares for the purpose of the various offerings under the Global +Offering will be fixed on the Price Determination Date, which is expected to be on or about +Friday, June 26, 2026, by agreement between the Overall Coordinators (for themselves and on +behalf of the Underwriters) and our Company and the number of Offer Shares to be allocated +under the various offerings will be determined shortly thereafter. +STRUCTURE OF THE GLOBAL OFFERING +– 279 – + + +--- page 291 --- +Offer Price Range +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 Overall Coordinators (for themselves and on +behalf of the Underwriters) and our Company. +The Offer Price will not be more than HK$135.40 per Offer Share and is expected to be +not less than HK$119.30 per Offer Share, unless otherwise announced by our Company no later +than the morning of the last day for lodging applications under the Hong Kong Public Offering, +which is Thursday, June 25, 2026, as further explained below. Prospective investors should +be aware that the Offer Price to be determined on the Price Determination Date may be, +but is not expected to be, lower than the indicative Offer Price range stated in this +prospectus. +If, for any reason, our Company and the Overall Coordinators (for themselves and on +behalf of the Underwriters) are unable to reach agreement on the Offer Price at or before 12:00 +noon on Friday, June 26, 2026, the Global Offering will not proceed and will lapse. +Reduction in Indicative Offer Price Range and/or Number of Offer Shares +The Overall Coordinators (for themselves and on behalf of the other Underwriters) may, +where considered appropriate, based on the level of interest expressed by prospective +professional and institutional investors during the book-building process, and with the consent +of our Company, reduce the number of Offer Shares and/or the indicative Offer Price range as +stated in this prospectus at any time on or prior to the morning of the last day for lodging +applications under the Hong Kong Public Offering. In such case, we will, as soon as practicable +following the decision to make such reduction, and in any event not later than the morning of +the day which is the last day for lodging applications under the Hong Kong Public Offering, +cause to be announced on the website of our Company at www.truehealth.cn and the website +of the Stock Exchange at www.hkexnews.hk , notices of the reduction, and the cancellation of +the Global Offering and relaunch of the offer at the revised number of Offer Shares and/or the +revised Offer Price. +As soon as practicable after such reduction of the number of Offer Shares and/or the Offer +Price, we will also issue a supplemental prospectus or a new prospectus updating investors of +the change in the number of Offer Shares being offered under the Global Offering and/or the +Offer Price, and giving investors at least three business days to consider the new information. +The supplemental or new prospectus should include at least the following: updated (i) Offer +Price and market capitalization; (ii) listing timetable and underwriting obligations; (iii) +price/earnings multiple, unaudited pro forma and adjusted net tangible assets; and (iv) use of +proceeds and working capital adequacy confirmation based on the revised proceeds. +Before submitting applications for the Hong Kong Offer Shares, applicants should have +regard to the possibility that any announcement of a reduction in the number of Offer Shares +and/or the indicative Offer Price range may not be made until the day which is the last day for +lodging applications under the Hong Kong Public Offering, which is Thursday, June 25, 2026. +In the absence of any such supplemental or new prospectus so published, the number of Offer +Shares will not be reduced and/or the Offer Price, if agreed upon by the Overall Coordinators +(for themselves and on behalf of the Underwriters) and our Company, will under no +circumstances be set outside the Offer Price range as stated in this prospectus. +If there is any change to the offer size due to change in the number of Offer Shares offered +in the Global Offering (other than pursuant to the reallocation mechanism and the exercise of +the Over-allotment Option as disclosed in this prospectus), or change to the Offer Price which +leads to the resulting price falling outside the indicative Offer Price range as stated in this +prospectus, or if the Company becomes aware that there has been a significant change affecting +any matter contained in this prospectus or a significant new matter has arisen, the inclusion of +information in respect of which would have been required to be in this prospectus if it had +arisen before this prospectus was issued, after the issue of this prospectus and before the +commencement of dealings in our Offer Shares as prescribed under Rule 11.13 of the Listing +Rules, our Company is required to cancel the Global Offering and issue a supplemental +prospectus or a new prospectus and subsequently relaunch the Global Offering on FINI +pursuant to the supplemental prospectus. +STRUCTURE OF THE GLOBAL OFFERING +– 280 – + + +--- page 292 --- +In the event of a reduction in the number of Offer Shares, the Overall Coordinators (for +themselves and on behalf of the Underwriters) may, at its discretion, reallocate the number of +Offer Shares to be offered in the Hong Kong Public Offering and the International Offering, +provided that the number of Offer Shares comprised in the Hong Kong Public Offering shall +not be less than 10% of the total number of Offer Shares available under the Global Offering. +The Offer Shares to be offered in the Hong Kong Public Offering and the Offer Shares to be +offered in the International Offering may, in certain circumstances, be reallocated between +these offerings at the discretion of the Overall Coordinators (for themselves and on behalf of +the Underwriters). +Announcement of Offer Price and Basis of Allocations +The final Offer Price, the results of indications of interest in the International Offering, +the results of applications in the Hong Kong Public Offering, the basis of allocations of the +Hong Kong Offer Shares and the results of allocations are expected to be announced on +Monday, June 29, 2026 on the website of our Company at www.truehealth.cn and the website +of the Stock Exchange at www.hkexnews.hk . +UNDERWRITING +The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters +under the terms of the Hong Kong Underwriting Agreement and is subject to our Company and +the Overall Coordinators (for themselves and on behalf of the Underwriters) agreeing on the +Offer Price. +We expect to enter into the International Underwriting Agreement relating to the +International Offering on or around the Price Determination Date. +These underwriting arrangements under the Hong Kong Underwriting Agreement and the +International Underwriting Agreement are summarized in “Underwriting” in this prospectus. +CONDITIONS OF THE GLOBAL OFFERING +Acceptances of all applications for Offer Shares pursuant to the Global Offering will be +conditional on, among others: +(a) the Stock Exchange granting approval for the listing of, and permission to deal in, +the H Shares in issue and the H Shares to be issued pursuant to (i) the Global +Offering, and (ii) the exercise of the Over-allotment Option, and such approval not +subsequently having been revoked prior to the commencement of dealings in the H +Shares on the Stock Exchange; +(b) the Offer Price having been duly agreed between our Company and the Overall +Coordinators (for themselves and on behalf of the Underwriters) on the Price +Determination Date; +(c) the execution and delivery of the International Underwriting Agreement on or +around the Price Determination Date; and +(d) the obligations of the Underwriters under the respective Underwriting Agreements +becoming and remaining unconditional and not having been terminated in +accordance with the terms of the respective agreements, +in each case on or before the dates and times specified in the respective Underwriting +Agreements (unless and to the extent such conditions are validly waived on or before such +dates and times) and, in any event, not later than the date which is 30 days after the date of +this prospectus. +If, for any reason, the Offer Price is not agreed between our Company and the Overall +Coordinators (for themselves and on behalf of the Underwriters) by 12:00 noon on Friday, June +26, 2026, the Global Offering will not proceed and will lapse immediately. +STRUCTURE OF THE GLOBAL OFFERING +– 281 – + + +--- page 293 --- +The consummation of each of the Hong Kong Public Offering and the International +Offering is conditional upon, among other things, the other offering becoming unconditional +and not having been terminated in accordance with their respective terms. +If the above conditions are not fulfilled or waived prior to the times and dates specified, +the Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of +the lapse of the Hong Kong Public Offering will be published by our Company on the website +of the Stock Exchange at www.hkexnews.hk and the website of our Company at +www.truehealth.cn on the next Business Day following such lapse. In such eventuality, all +application monies will be returned, without interest, on the terms set out in “How to Apply +for Hong Kong Offer Shares—D. Dispatch/Collection of H Share Certificates and Refund of +Application Monies.” In the meantime, all application monies will be held in separate bank +account(s) with the receiving bankers or other bank(s) in Hong Kong licensed under the +Banking Ordinance (Chapter 155 of the Laws of Hong Kong) (as amended). +H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing +Date provided that (i) the Global Offering has become unconditional in all respects, and (ii) the +right of termination as described in “Underwriting—Underwriting Arrangements and +Expenses—Hong Kong Public Offering—Grounds for Termination” has not been exercised. +APPLICATION FOR LISTING ON THE STOCK EXCHANGE +We have applied to the Stock Exchange for the listing of, and permission to deal in, the +H Shares in issue and to be issued by us pursuant to the Global Offering (including the H +Shares which may be allotted and issued pursuant to the exercise of the Over-allotment +Option). +No part of our Company’s share or loan capital is listed on or dealt in on any other stock +exchange and no such listing or permission to deal is being or proposed to be sought in the near +future. +SHARES WILL BE ELIGIBLE FOR CCASS +Subject to the granting of the listing of, and permission to deal in, the H Shares on the +Stock Exchange and compliance with the stock admission requirements of HKSCC, the H +Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement +in CCASS with effect from the date of commencement of dealings in the H Shares on the Stock +Exchange or any other date HKSCC chooses. Settlement of transactions between participants +of the Stock Exchange (as defined in the Listing Rules) is required to take place in CCASS on +the second settlement day after any trading day. All activities under CCASS are subject to the +General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. +Investors should seek the advice of their stockbroker or other professional advisors for details +of the settlement arrangements as such arrangements may affect their rights and interests. +All necessary arrangements have been made enabling our H Shares to be admitted into +CCASS. +DEALING ARRANGEMENTS +Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 +a.m. in Hong Kong on Tuesday, June 30, 2026, it is expected that dealings in the H Shares on +the Stock Exchange will commence at 9:00 a.m. on Tuesday, June 30, 2026. The H Shares will +be traded in board lots of 20 H Shares. The stock code of the H Shares will be 2697. +STRUCTURE OF THE GLOBAL OFFERING +– 282 – + + +--- page 294 --- +IMPORTANT NOTICE TO INVESTORS +OF HONG KONG OFFER SHARES +FULLY ELECTRONIC APPLICATION PROCESS +We have adopted a fully electronic application process for the Hong Kong +Public Offering and below are the procedures for application. +This prospectus is available at the website of the Stock Exchange at +www.hkexnews.hk under the “HKEXnews > New Listings > New Listing +Information” section, and our website at www.truehealth.cn. +The contents of this prospectus are identical to the prospectus as registered with the +Registrar of Companies in Hong Kong pursuant to section 342C of the Companies +(Winding Up and Miscellaneous Provisions) Ordinance. +A. APPLICATION FOR HONG KONG OFFER SHARES +1. Who Can Apply +You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you +are applying for: + are 18 years of age or older; and + have a Hong Kong address (for the HK eIPO White Form service only). +Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the +Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the +person(s) for whose benefit you are applying for: + are an existing Shareholder or its close associates; or + are a Director or any of his/her close associates. +2. Application Channels +The Hong Kong Public Offering period will begin at 9:00 a.m. on Monday, June 22, +2026 and end at 12:00 noon on Thursday, June 25, 2026 (Hong Kong time). +To apply for Hong Kong Offer Shares, you may use one of the following application +channels: +Application Channel Platform Target Investors Application Time +HK eIPO White +Form service /H1100/H1100 +www.hkeipo.hk Investors who would +like to receive a +physical H Share +certificate. Hong +Kong Offer +Shares +successfully +applied for will +be allotted and +issued in your +own name. +From 9:00 a.m. on +Monday, June 22, +2026 to 11:30 +a.m. on Thursday, +June 25, 2026, +Hong Kong time. +The latest time for +completing full +payment of +application +monies will be +12:00 noon on +Thursday, +June 25, 2026, +Hong Kong time. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 283 – + + +--- page 295 --- +Application Channel Platform Target Investors Application Time +HKSCC EIPO +channel /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Your broker or custodian +who is a HKSCC +Participant will submit +a HKSCC EIPO +application on your +behalf through +HKSCC’s FINI system +in accordance with +your instruction. +Investors who would +not like to receive +a physical H +Share certificate. +Hong Kong Offer +Shares +successfully +applied for will +be allotted and +issued in the +name of HKSCC +Nominees, +deposited directly +into CCASS and +credited to your +designated +HKSCC +Participant’s stock +account. +Contact your broker +or custodian for +the earliest and +latest time for +giving such +instructions, as +this may vary by +broker or +custodian. +The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject +to capacity limitations and potential service interruptions and you are advised not to wait until +the last day of the application period to apply for Hong Kong Offer Shares. +For those applying through the HK eIPO White Form service, once you complete +payment in respect of any application instructions given by you or for your benefit through the +HK eIPO White Form service to make an application for Hong Kong Offer Shares, an actual +application shall be deemed to have been made. If you are a person for whose benefit the +electronic application instructions are given, you shall be deemed to have declared that only +one set of electronic application instructions has been given for your benefit. If you are an +agent for another person, you shall be deemed to have declared that you have only given one +set of electronic application instructions for the benefit of the person for whom you are an +agent and that you are duly authorized to give those instructions as an agent. +For the avoidance of doubt, giving an application instruction under the HK eIPO White +Form service more than once and obtaining different payment reference numbers without +effecting full payment in respect of a particular reference number will not constitute an actual +application. +If you apply through the HK eIPO White Form service, you are deemed to have +authorized the HK eIPO White Form Service Provider to apply on the terms and conditions +in this prospectus, as supplemented and amended by the terms and conditions of the HK eIPO +White Form service. +By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your +behalf through the HKSCC EIPO Channel, you (and, if you are joint applicants, each of you +jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC +Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong +Offer Shares on your behalf and to do on your behalf all the things stated in this prospectus +and any supplement to it. +For those applying through HKSCC EIPO channel, an actual application will be deemed +to have been made for any application instructions given by you or for your benefit to HKSCC +(in which case an application will be made by HKSCC Nominees on your behalf) provided such +application instruction has not been withdrawn or otherwise invalidated before the closing time +of the Hong Kong Public Offering. +HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor +HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by +HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any +breach of the terms and conditions of this prospectus. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 284 – + + +--- page 296 --- +3. Information Required to Apply +You must provide the following information with your application: +For Individual Applicants For Corporate Applicants + Full name(s) 2 as shown on your +identity document + Full name(s) 2 as shown on your +identity document + Identity document’s issuing country +or jurisdiction + Identity document’s issuing country +or jurisdiction + Identity document type, with order of +priority: +i. HKID card; or +ii. National identification +document; or +iii. Passport; and + Identity document number + Identity document type, with order of +priority: +i. LEI registration document; or +ii. Certificate of incorporation; or +iii. Business registration certificate; +or +iv. Other equivalent document; and + Identity document number +Notes: +1. If you are applying through the HK eIPO White Form service, you are required to provide a valid +e-mail address, a contact telephone number and a Hong Kong address. You are also required to declare +that the identity information provided by you follows the requirements as described in Note 2 below. In +particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID +card. The number of joint applicants may not exceed four. If you are a firm, the applicant must be in +the individual members’ names. +2. The applicant’s full name as shown on their identity document must be used and the surname, given +name, middle and other names (if any) must be input in the same order as shown on the identity +document. If an applicant’s identity document contains both an English and Chinese name, both English +and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The +order of priority of the applicant’s identity document type must be strictly followed and where an +individual applicant has a valid HKID card (including both Hong Kong Residents and Hong Kong +Permanent Residents), the HKID number must be used when making an application to subscribe for +shares in a public offer. Similarly for corporate applicants, a LEI number must be used if an entity has +a LEI certificate. +3. If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will +be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID +of the asset management company or the individual fund, as appropriate, which has opened a trading +account with the broker will be required, as above. +4. The maximum number of joint account holders on FINI +(1) is capped at four in accordance with market +practice. +5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity +document), the identity document’s issuing country or jurisdiction, the identity document type; and (ii), +the identity document number, for each of the beneficial owners or, in the case(s) of joint beneficial +owners, for each joint beneficial owner. If you do not include this information, the application will be +treated as being made for your benefit. +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. +(1) Subject to change, if the Company’s Articles of Incorporation and applicable company law prescribe a lower +cap. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 285 – + + +--- page 297 --- +“Statutory control” means you: + control the composition of the board of directors of the company; + control more than half of the voting power of the company; or + hold more than half of the issued share capital of the company (not counting any part of it which +carries no right to participate beyond a specified amount in a distribution of either profits or +capital). +For those applying through HKSCC EIPO channel, and making an application under a +power of attorney, we and the Overall Coordinators, as our agent, have discretion to consider +whether to accept it on any conditions we think fit, including evidence of the attorney’s +authority. +Failing to provide any required information may result in your application being rejected. +4. Permitted Number of Hong Kong Offer Shares for Application +Board lot size : 20 H 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 maximum Offer Price is HK$135.40 per H Share. +If you are applying through the HKSCC EIPO +channel, your broker or custodian may require you to +pre-fund your application, in such amount as +determined by the broker or custodian, based on the +applicable laws and regulations in Hong Kong. You +are responsible for complying with any such pre- +funding requirement imposed by your broker or +custodian with respect to the Hong Kong Offer +Shares you applied for. +By instructing your broker or custodian to apply for +the Hong Kong Offer Shares on your behalf through +the HKSCC EIPO channel, you (and, if you are joint +applicants, each of you jointly and severally) are +deemed to have instructed and authorized HKSCC to +cause HKSCC Nominees (acting as nominee for the +relevant HKSCC Participants) to arrange payment of +the final Offer Price, brokerage, SFC transaction +levy, the Stock Exchange trading fee and the AFRC +transaction levy by debiting the relevant nominee +bank account at the designated bank for your broker +or custodian. +If you are applying through the HK eIPO White +Form service, you may refer to the table below for +the amount payable for the number of Offer Shares +you have selected. You must pay the respective +maximum amount payable on application in full upon +application for Hong Kong Offer Shares. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 286 – + + +--- page 298 --- +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +HK$ HK$ HK$ HK$ +20 2,735.30 300 41,029.66 4,000 547,062.03 50,000 6,838,275.46 +40 5,470.63 400 54,706.20 5,000 683,827.55 60,000 8,205,930.55 +60 8,205.93 500 68,382.76 6,000 820,593.05 70,000 9,573,585.64 +80 10,941.24 600 82,059.30 7,000 957,358.56 80,000 10,941,240.72 +100 13,676.56 700 95,735.86 8,000 1,094,124.07 90,000 12,308,895.81 +120 16,411.86 800 109,412.40 9,000 1,230,889.58 100,000 13,676,550.90 +140 19,147.17 900 123,088.96 10,000 1,367,655.09 120,000 16,411,861.08 +160 21,882.47 1,000 136,765.51 20,000 2,735,310.18 140,000 19,147,171.25 +180 24,617.80 2,000 273,531.02 30,000 4,102,965.26 160,000 21,882,481.45 +200 27,353.10 3,000 410,296.53 40,000 5,470,620.35 178,240 +(1) 24,377,084.32 +Notes: +(1) Maximum number of Hong Kong Offer Shares you may apply for and this is 50% of the Hong Kong Offer +Shares initially offered. +(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC +transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as +defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through +the application channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock +Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the +AFRC, respectively. +5. Multiple Applications Prohibited +You or your joint applicant(s) shall not make more than one application for your own +benefit, except where you are a nominee and provide the information of the underlying investor +in your application as required under the paragraph headed “ —A. Application for Hong Kong +Offer Shares—3. Information Required to Apply ” in this section. If you are suspected of +submitting or cause to submit more than one application, all of your applications will be +rejected. +Multiple applications made either through (i) the HK eIPO White Form service, (ii) +HKSCC EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. +If you have made an application through the HK eIPO White Form service or HKSCC EIPO +channel, you or the person(s) for whose benefit you have made the application shall not apply +further for any Offer Shares. +The H Share Registrar would record all applications into its system and identify suspected +multiple applications with identical names and identification document numbers according to +the Best Practice Note on Treatment of Multiple/Suspected Multiple Applications (“ Best +Practice Note ”) issued by the Federation of Share Registrars Limited. +Since applications are subject to personal information collection statements, +identification document numbers displayed are redacted. +6. Terms and Conditions of An Application +By applying for Hong Kong Offer Shares through the HK eIPO White Form service or +HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following +things on your behalf): +(i) undertake to execute all relevant documents and instruct and authorize us and/or the +Overall Coordinators, as our agent, to execute any documents for you and to do on +your behalf all things necessary to register any Hong Kong Offer Shares allocated +to you in your name or in the name of HKSCC Nominees as required by the Articles +of Association, and (if you are applying through the HKSCC EIPO channel) to +deposit the allotted Hong Kong Offer Shares directly into CCASS for the credit of +your designated HKSCC Participant’s stock account on your behalf; +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 287 – + + +--- page 299 --- +(ii) confirm that you have read and understand the terms and conditions and application +procedures set out in this prospectus and the designated website of the HK eIPO +White Form service (or as the case may be, the agreement you entered into with +your broker or custodian), and agree to be bound by them; +(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements, +undertakings and warranties under the participant agreement between your broker or +custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC +Operational Procedures for giving application instructions to apply for Hong Kong +Offer Shares; +(iv) confirm that you are aware of the restrictions on offers and sales of shares set out +in this prospectus and they do not apply to you, or the person(s) for whose benefit +you have made the application; +(v) confirm that you have read this prospectus and any supplement to it and have relied +only on the information and representations contained therein in making your +application (or as the case may be, causing your application to be made) and will not +rely on any other information or representations; +(vi) agree that our Company, the Joint Sponsors, the Sponsor-Overall Coordinator, the +Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the +Joint Lead Managers, the Capital Market Intermediaries, the Underwriters and any +of their or our Company’s respective directors, officers, employees, partners, agents, +advisors, and representatives, and any other parties involved in the Global Offering +(collectively, the “ Relevant Persons ”), the H Share Registrar and HKSCC will not +be liable for any information and representations not in this prospectus and any +supplement to it; +(vii) agree to disclose the details of your application and your personal data and any other +personal data which may be required about you and the person(s) for whose benefit +you have made the application to us, the Relevant Persons, the H Share Registrar, +HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other statutory +regulatory or governmental bodies or otherwise as required by laws, rules or +regulations, for the purposes under the paragraph headed “ —G. Personal Data—3. +Purposes and 4. Transfer of personal data ” in this section; +(viii) agree (without prejudice to any other rights which you may have once your +application (or as the case may be, HKSCC Nominees’ application) has been +accepted) that you will not rescind it because of an innocent misrepresentation; +(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and +Miscellaneous Provisions) Ordinance, any application made by you or HKSCC +Nominees on your behalf cannot be revoked once it is accepted, which will be +evidenced by the notification of the result of the ballot by the H Share Registrar by +way of publication of the results at the time and in the manner as specified in the +paragraph headed “ —B. Publication of Results ” in this section; +(x) confirm that you are aware of the situations specified in the paragraph headed “ —C. +Circumstances In Which You Will Not Be Allocated Hong Kong Offer Shares ” in this +section; +(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it +and the resulting contract will be governed by and construed in accordance with the +laws of Hong Kong; +(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and +Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any +place outside Hong Kong that apply to your application and that neither we nor the +Relevant Persons will breach any law inside and/or outside Hong Kong as a result +of the acceptance of your offer to purchase, or any action arising from your rights +and obligations under the terms and conditions contained in this prospectus; +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 288 – + + +--- page 300 --- +(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf +is not financed directly or indirectly by our Company, any of the directors, chief +executives, substantial Shareholder(s) or existing shareholder(s) of our Company or +any of our subsidiaries or any of their respective close associates; and (b) you are +not accustomed or will not be accustomed to taking instructions from our Company, +any of the directors, chief executives, substantial shareholder(s) or existing +shareholder(s) of our Company or any of our subsidiaries or any of their respective +close associates in relation to the acquisition, disposal, voting or other disposition +of the H Shares registered in your name or otherwise held by you; +(xiv) warrant that the information you have provided is true and accurate; +(xv) confirm that you understand that we and the 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 HK eIPO White Form service or by any one as your agent or by any other +person; and +(xix) (if you are making the application as an agent for the benefit of another person) +warrant that (1) no other application has been or will be made by you as agent for +or for the benefit of that person or by that person or by any other person as agent +for that person by giving electronic application instructions to HKSCC or the HK +eIPO White Form Service Provider and (2) you have due authority to give +electronic application instructions on behalf of that other person as its agent. +B. PUBLICATION OF RESULTS +Results of Allocation +You can check whether you are successfully allocated any Hong Kong Offer Shares +through: +Platform Date/Time +Applying through the HK eIPO White Form service or HKSCC EIPO channel: +Website /H1100/H1100/H1100/H1100From the “Allotment Results” page at +designated results of allocations website +at www.tricor.com.hk/ipo/result or +www.hkeipo.hk/IPOResult with a +“search by ID” function. +The full list of (i) wholly or partially +successful applicants using the HK +eIPO White Form service and HKSCC +EIPO channel, and (ii) the number of +Hong Kong Offer Shares conditionally +allotted to them, among other things, +will be displayed at +www.hkeipo.hk/IPOResult or +www.tricor.com.hk/ipo/result . +24 hours, from 11:00 +p.m. on Monday, +June 29, 2026 to 12:00 +midnight on Sunday, +July 5, 2026 (Hong +Kong time). +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 289 – + + +--- page 301 --- +Platform Date/Time +The Stock Exchange’s website at +www.hkexnews.hk and our website at +www.truehealth.cn which will provide +links to the above mentioned websites +of the H Share Registrar. +No later than 11:00 p.m. +on Monday, June 29, +2026 (Hong Kong +time). +Telephone /H1100/H1100+852 3691 8488—the allocation results +telephone enquiry line provided by the +H Share Registrar. +Between 9:00 a.m. and +6:00 p.m., from +Tuesday, June 30, 2026 +to Monday, July 6, +2026 (Hong Kong +time) on a business +day. +For those applying through HKSCC EIPO channel, you may also check with your broker +or custodian from 6:00 p.m. on Friday, June 26, 2026 (Hong Kong time), HKSCC Participants +can log into FINI and review the allotment result from 6:00 p.m. on Friday, June 26, 2026 +(Hong Kong time) on a 24-hour basis and should report any discrepancies on allotments to +HKSCC as soon as practicable. +Allocation Announcement +We expect to announce the results of the final Offer Price, the level of indications of +interest in the Global Offering, the level of applications in the Hong Kong Public Offering and +the basis of allocations of Hong Kong Offer Shares on the Stock Exchange’s website at +www.hkexnews.hk and our website at www.truehealth.cn by no later than 11:00 p.m. on +Monday, June 29, 2026 (Hong Kong time). +C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG +OFFER SHARES +You should note the following situations in which Hong Kong Offer Shares will not be +allocated to you or the person(s) for whose benefit you are applying for: +1. If your application is revoked: +Your application or the application made by HKSCC Nominees on your behalf may be +revoked pursuant to section 44A(6) of the Companies (Winding Up and Miscellaneous +Provisions) Ordinance. +2. If we or our agents exercise our discretion to reject your application: +We, the Overall Coordinators, the H Share Registrar and their respective agents and +nominees have full discretion to reject or accept any application, or to accept only part of any +application, without giving any reasons. +3. If the allocation of Hong Kong Offer Shares is void: +The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not +grant permission to list the H Shares either: + within three weeks from the closing date of the application lists; or + within a longer period of up to six weeks if the Stock Exchange notifies us of that +longer period within three weeks of the closing date of the application lists. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 290 – + + +--- page 302 --- +4. If: + you make multiple applications or suspected multiple applications. You may refer to +the paragraph headed “ —A. Application for Hong Kong Offer Shares—5. Multiple +Applications Prohibited ” in this section on what constitutes multiple applications; + your application instruction is incomplete; + your payment (or confirmation of funds, as the case may be) is not made correctly; + the Underwriting Agreements do not become unconditional or are terminated; + we or the 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 H Shares: +Based on the arrangements between HKSCC Participants and HKSCC, HKSCC +Participants will be required to hold sufficient application funds on deposit with their +designated bank before balloting. After balloting of Hong Kong Offer Shares, the Receiving +Bank will collect the portion of these funds required to settle each HKSCC Participant’s actual +Hong Kong Offer Share allotment from their designated bank. +There is a risk of money settlement failure. In the extreme event of money settlement +failure by a HKSCC Participant (or its designated bank), who is acting on your behalf in +settling payment for your allotted H Shares, HKSCC will contact the defaulting HKSCC +Participant and its designated bank to determine the cause of failure and request such +defaulting HKSCC Participant to rectify or procure to rectify the failure. +However, if it is determined that such settlement obligation cannot be met, the affected +Hong Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer +Shares applied for by you through the broker or custodian may be affected to the extent of the +settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares +due to the money settlement failure by such HKSCC Participant. None of us, the Relevant +Persons, the H Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are +not allocated to you due to the money settlement failure. +D. DISPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF +APPLICATION MONIES +You will receive one H Share certificate for all Hong Kong Offer Shares allotted to you +under the Hong Kong Public Offering (except pursuant to applications made through the +HKSCC EIPO channel where the H Share certificates will be deposited into CCASS as +described below). +No temporary document of title will be issued in respect of the H Shares. No receipt will +be issued for sums paid on application. +H Share certificates will only become valid at 8:00 a.m. on the Listing Date, provided that +the Global Offering has become unconditional and the right of termination described in the +section headed “Underwriting—Underwriting Arrangements and Expenses—Hong Kong +Public Offering—Grounds for Termination” has not been exercised. Investors who trade the H +Shares on the basis of publicly available allocation details prior to the receipt of H Share +certificates or prior to the H Share certificates becoming valid evidence of title do so entirely +at their own risk. +The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus +application monies pending clearance of application monies. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 291 – + + +--- page 303 --- +The following sets out the relevant procedures and time: +HK eIPO White Form service HKSCC EIPO channel +Dispatch/collection of H Share certificate 1 +For application +of 100,000 +Hong Kong +Offer Shares +or more /H1100/H1100/H1100/H1100/H1100 +Collection in person at the H Share +Registrar, Tricor Investor Services +Limited, at 17/F, Far East Finance +Centre, 16 Harcourt Road, Hong +Kong. +Time: from 9:00 a.m. to 1:00 p.m. on +Tuesday, June 30, 2026 (Hong Kong +time). +If you are an individual, you must not +authorize any other person to collect +for you. If you are a corporate +applicant, your authorized +representative must bear a letter of +authorization from your corporation +stamped with your corporation’s chop. +Both individuals and authorized +representatives must produce, at the +time of collection, evidence of +identity acceptable to the H Share +Registrar. +Note: If you do not collect your H +Share certificate(s) personally within +the time above, it/they will be sent to +the address specified in your +application instructions by ordinary +post at your own risk. +H Share certificate(s) will +be issued in the name +of HKSCC Nominees, +deposited into CCASS +and credited to your +designated HKSCC +Participant’s stock +account. +No action by you is +required. +For application +of less than +100,000 Hong +Kong Offer +Shares /H1100/H1100/H1100/H1100/H1100/H1100 +Your H Share certificate(s) will be sent +to the address specified in your +application instructions by ordinary +post at your own risk. +Date: Monday, June 29, 2026. +Refund mechanism for surplus application monies paid by you +Date /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Tuesday, June 30, 2026. Subject to the +arrangement between +you and your broker or +custodian. +Responsible +party /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +H Share Registrar. Your broker or custodian. +Application +monies paid +through single +bank +account /H1100/H1100/H1100/H1100/H1100 +HK eIPO White Form e-Auto Refund +payment instructions to your +designated bank account. +Your broker or custodian +will arrange refund to +your designated bank +account subject to the +arrangement between +you and it. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 292 – + + +--- page 304 --- +HK eIPO White Form service HKSCC EIPO channel +Application +monies paid +through +multiple bank +accounts /H1100/H1100/H1100/H1100 +Refund cheque(s) will be dispatched to +the address as specified in your +application instructions by ordinary +post at your own risk. +1. Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning +and/or Extreme Conditions in the morning on Monday, June 29, 2026 rendering it impossible for the +relevant H Share certificates to be dispatched to HKSCC in a timely manner, the Company shall procure +the H Share Registrar to arrange for delivery of the supporting documents and H Share certificates in +accordance with the contingency arrangements as agreed between them. You may refer to “—E. Severe +Weather Arrangements” in this section. +E. SEVERE WEATHER ARRANGEMENTS +The Opening and Closing of the Application Lists +The application lists will not open or close on Thursday, June 25, 2026, if, there is/are: + a tropical cyclone warning signal number 8 or above; + a black rainstorm warning; and/or + Extreme Conditions, +(collectively, “ Severe Weather Signals ”), +in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, June 25, +2026. +Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on +the next business day which does not have Severe Weather Signals in force at any time between +9:00 a.m. and 12:00 noon. +Prospective investors should be aware that a postponement of the opening/closing of the +application lists may result in a delay in the listing date. Should there be any changes to the +dates mentioned in the section headed “Expected Timetable” in this prospectus, an +announcement will be made and published on the Stock Exchange’s website at +www.hkexnews.hk and our website at www.truehealth.cn of the revised timetable. +If a Severe Weather Signal is hoisted on Monday, June 29, 2026, the H Share Registrar +will make appropriate arrangements for the delivery of the H Share certificates to the HKSCC +Depository’s service counter so that they would be available for trading on Tuesday, June 30, +2026. +If a Severe Weather Signal is hoisted on Monday, June 29, 2026, for application of less +than 100,000 Hong Kong Offer Shares, the despatch of physical H Share certificate(s) will be +made by ordinary post when the post office re-opens after the Severe Weather Signal is lowered +or canceled (e.g. in the afternoon of Monday, June 29, 2026 or on Tuesday, June 30, 2026). +If a Severe Weather Signal is hoisted on Tuesday, June 30, 2026, for application of +100,000 Hong Kong Offer Shares or more, physical H Share certificate(s) will be available for +collection in person at the H Share Registrar’s office after the Severe Weather Signal is lowered +or canceled (e.g. in the afternoon of Tuesday, June 30, 2026 or on Thursday, July 2, 2026). +Prospective investors should be aware that if they choose to receive physical H Share +certificates issued in their own name, there may be a delay in receiving the H Share +certificates. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 293 – + + +--- page 305 --- +F. ADMISSION OF THE H SHARES INTO CCASS +If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the +Stock Exchange and we comply with the stock admission requirements of HKSCC, the H +Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement +in CCASS with effect from the date of commencement of dealings in the H Shares or any other +date HKSCC chooses. Settlement of transactions between Exchange Participants is required to +take place in CCASS on the second settlement day after any trading day. +All activities under CCASS are subject to the General Rules of HKSCC and HKSCC +Operational Procedures in effect from time to time. +All necessary arrangements have been made enabling the H Shares to be admitted into +CCASS. +You should seek the advice of your broker or other professional advisor for details of the +settlement arrangement as such arrangements may affect your rights and interests. +G. PERSONAL DATA +The following Personal Information Collection Statement applies to any personal data +collected and held by our Company, the H Share Registrar, the receiving bank and the Relevant +Persons about you in the same way as it applies to personal data about applicants other than +HKSCC Nominees. This personal data may include client identifier(s) and your identification +information. By giving application instructions to HKSCC, you acknowledge that you have +read, understood and agree to all of the terms of the Personal Information Collection Statement +below. +1. Personal Information Collection Statement +This Personal Information Collection Statement informs the applicant for, and holder of, +Hong Kong Offer Shares, of the policies and practices of our Company and the H Share +Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 +of the Laws of Hong Kong). +2. Reasons for the collection of your personal data +It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure +that personal data supplied to our Company or its agents and the H Share Registrar is accurate +and up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer +Shares into or out of their names or in procuring the services of the H Share Registrar. +Failure to supply the requested data or supplying inaccurate data may result in your +application for Hong Kong Offer Shares being rejected, or in the delay or the inability of our +Company or the H Share Registrar to effect transfers or otherwise render their services. It may +also prevent or delay registration or transfers of Hong Kong Offer Shares which you have +successfully applied for and/or the dispatch of H Share certificate(s) to which you are entitled. +It is important that applicants for and holders of Hong Kong Offer Shares inform our +Company and the H Share Registrar immediately of any inaccuracies in the personal data +supplied. +3. Purposes +Your personal data may be used, held, processed, and/or stored (by whatever means) for +the following purposes: + processing your application and refund cheque and HK eIPO White Form e-Auto +Refund payment instruction(s), where applicable, verification of compliance with +the terms and application procedures set out in this prospectus and announcing +results of allocation of Hong Kong Offer Shares; + compliance with applicable laws and regulations in Hong Kong and elsewhere; + registering new issues or transfers into or out of the names of the holders of the H +Shares including, where applicable, HKSCC Nominees; + maintaining or updating the register of members of our Company; +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 294 – + + +--- page 306 --- + verifying identities of applicants for and holders of the H Shares and identifying any +duplicate applications for the H Shares; + facilitating Hong Kong Offer Shares balloting; + establishing benefit entitlements of holders of the H Shares, such as dividends, +rights issues, bonus issues, etc.; + distributing communications from our Company and our subsidiaries; + compiling statistical information and profiles of the holder of the H Shares; + disclosing relevant information to facilitate claims on entitlements; and + any other incidental or associated purposes relating to the above and/or to enable our +Company and the H Share Registrar to discharge their obligations to applicants and +holders of the H Shares and/or regulators and/or any other purposes to which +applicants and holders of the H Shares may from time to time agree. +4. Transfer of personal data +Personal data held by our Company and the H Share Registrar relating to the applicants +for and holders of Hong Kong Offer Shares will be kept confidential but our Company and the +H Share Registrar may, to the extent necessary for achieving any of the above purposes, +disclose, obtain or transfer (whether within or outside Hong Kong) the personal data to, from +or with any of the following: + our Company’s appointed agents such as financial advisors, receiving bank and +overseas principal share registrar; + HKSCC or HKSCC Nominees, who will use the personal data and may transfer the +personal data to the H Share Registrar, in each case for the purposes of providing its +services or facilities or performing its functions in accordance with its rules or +procedures and operating FINI and CCASS (including where applicants for the +Hong Kong Offer Shares request a deposit into CCASS); + any agents, contractors or third-party service providers who offer administrative, +telecommunications, computer, payment or other services to our Company or the H +Share Registrar in connection with their respective business operation; + the Stock Exchange, the SFC and any other statutory regulatory or governmental +bodies or otherwise as required by laws, rules or regulations, including for the +purpose of the Stock Exchange’s administration of the Listing Rules and the SFC’s +performance of its statutory functions; and + any persons or institutions with which the holders of Hong Kong Offer Shares have +or propose to have dealings, such as their bankers, solicitors, accountants or brokers +etc. +5. Retention of personal data +Our Company and the H Share Registrar will keep the personal data of the applicants and +holders of Hong Kong Offer Shares for as long as necessary to fulfill the purposes for which +the personal data were collected. Personal data which is no longer required will be destroyed +or dealt with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the +Laws of Hong Kong). +6. Access to and correction of personal data +Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether +our Company or the H Share Registrar hold their personal data, to obtain a copy of that data, +and to correct any data that is inaccurate. Our Company and the H Share Registrar have the +right to charge a reasonable fee for the processing of such requests. All requests for access to +data or correction of data should be addressed to our Company and the H Share Registrar, at +their registered address disclosed in the section headed “Corporate information” in this +prospectus or as notified from time to time, for the attention of our joint company secretaries, +or the H Share Registrar for the attention of the privacy compliance officer. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 295 – + + +--- page 307 --- +The following is the text of a report received from the independent reporting accountants, +Ernst & Young, Certified Public Accountants, Hong Kong, prepared for the purpose of +incorporation in this Prospectus. +⭰㰟㛪姯⸒Ṳ⋀㈧ +榀㸖毩歁㵳勘䙮怺 979噆 +⤑⏋✱ᷧ⺎27㧺 +Tel 曢婘: +852 2846 9888 +Fax ₚ䜆: +852 2868 4432 +ey.com +Ernst & Young +27/F, One Taikoo Place +979 King’s Road +Quarry Bay, Hon +g Kong +ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE +DIRECTORS OF GUANGDONG TRUE HEALTH MEDICAL TECHNOLOGY +DEVELOPMENT CO., LTD., CHINA INTERNATIONAL CAPITAL CORPORATION +HONG KONG SECURITIES LIMITED AND DBS ASIA CAPITAL LIMITED +Introduction +We report on the historical financial information of Guangdong True Health Medical +Technology Development Co., Ltd. (the “Company”) and its subsidiaries (together, the +“Group”) set out on pages I-3 to I-53, which comprises the consolidated statements of profit +or loss and other comprehensive income, statements of changes in equity and statements of +cash flows of the Group for each of the years ended 31 December 2024 and 2025 (the “Relevant +Periods”), and the consolidated statements of financial position of the Group and the +statements of financial position of the Company as at 31 December 2024 and 2025 and material +accounting policy information and other explanatory information (together, the “Historical +Financial Information”). The Historical Financial Information set out on pages I-3 to I-53 +forms an integral part of this report, which has been prepared for inclusion in the prospectus +of the Company dated 22 June 2026 (the “Prospectus”) in connection with the initial listing of +the shares of the Company on the Main Board of The Stock Exchange of Hong Kong Limited +(the “Stock Exchange”). +Directors’ responsibility for the Historical Financial Information +The directors of the Company are responsible for the preparation of the Historical +Financial Information that gives a true and fair view in accordance with the basis of preparation +set out in note 2.1 to the Historical Financial Information, and for such internal control as the +directors determine is necessary to enable the preparation of the Historical Financial +Information that is free from material misstatement, whether due to fraud or error. +Reporting accountants’ responsibility +Our responsibility is to express an opinion on the Historical Financial Information and to +report our opinion to you. We conducted our work in accordance with Hong Kong Standard on +Investment Circular Reporting Engagements 200 Accountants’ Reports on Historical Financial +Information in Investment Circulars issued by the Hong Kong Institute of Certified Public +Accountants (the “HKICPA”). This standard requires that we comply with ethical standards +and plan and perform our work to obtain reasonable assurance about whether the Historical +Financial Information is free from material misstatement. +APPENDIX I ACCOUNTANTS’ REPORT +– I-1 – + + +--- page 308 --- +Our work involved performing procedures to obtain evidence about the amounts and +disclosures in the Historical Financial Information. The procedures selected depend on the +reporting accountants’ judgement, including the assessment of risks of material misstatement +of the Historical Financial Information, whether due to fraud or error. In making those risk +assessments, the reporting accountants consider internal control relevant to the entity’s +preparation of the Historical Financial Information that gives a true and fair view in accordance +with the basis of preparation set out in note 2.1 to the Historical Financial Information, in order +to design procedures that are appropriate in the circumstances, but not for the purpose of +expressing an opinion on the effectiveness of the entity’s internal control. Our work also +included evaluating the appropriateness of accounting policies used and the reasonableness of +accounting estimates made by the directors, as well as evaluating the overall presentation of +the Historical Financial Information. +We believe that the evidence we have obtained is sufficient and appropriate to provide a +basis for our opinion. +Opinion +In our opinion, the Historical Financial Information gives, for the purposes of the +accountants’ report, a true and fair view of the financial position of the Group and the Company +as at 31 December 2024 and 2025 and of the financial performance and cash flows of the Group +for each of the Relevant Periods in accordance with the basis of preparation set out in note 2.1 +to the Historical Financial Information. +Report on Matters under the Rules Governing the Listing of Securities on the Stock +Exchange and the Companies (Winding Up and Miscellaneous Provisions) Ordinance +Adjustments +In preparing the Historical Financial Information, no adjustments to the Underlying +Financial Statements as defined on page I-3 have been made. +Dividends +We refer to note 12 to the Historical Financial Information which states that no dividends +have been paid by the Company in respect of the Relevant Periods. +Ernst & Y oung +Certified Public Accountants +Hong Kong +22 June 2026 +APPENDIX I ACCOUNTANTS’ REPORT +– I-2 – + + +--- page 309 --- +I. HISTORICAL FINANCIAL INFORMATION +Preparation of Historical Financial Information +Set out below is the Historical Financial Information which forms an integral part of this +accountants’ report. +The financial statements of the Group for the Relevant Periods, on which the Historical +Financial Information is based, were audited by Ernst & Young in accordance with Hong Kong +Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants (the +“Underlying Financial Statements”). +The Historical Financial Information is presented in Renminbi (“RMB”) and all values +are rounded to the nearest thousand (RMB’000) except when otherwise indicated. +APPENDIX I ACCOUNTANTS’ REPORT +– I-3 – + + +--- page 310 --- +CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER +COMPREHENSIVE INCOME +Y ear ended 31 December +Notes 2024 2025 +RMB’000 RMB’000 +REVENUE /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 1,791 12,178 +Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(481) (2,884) +Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,310 9,294 +Other income and gains /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 33,264 45,479 +Selling and distribution expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(40,094) (38,044) +Administrative expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(34,851) (48,244) +Research and development expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(50,846) (56,874) +Impairment losses on financial assets and contract +assets, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(34) (123) +Other expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(308) (1,041) +Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007 (594) (398) +Share of loss of an associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (161) +LOSS BEFORE TAX /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008 (92,153) (90,112) +Income tax expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 (3) (1) +LOSS FOR THE YEAR /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(92,156) (90,113) +Attributable to: +Owners of the parent /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(92,156) (90,113) +OTHER COMPREHENSIVE LOSS +Other comprehensive expense that may be +reclassified to profit or loss in subsequent +periods: +Exchange differences on translation of foreign +operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (111) +OTHER COMPREHENSIVE LOSS FOR THE +YEAR /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (111) +TOTAL COMPREHENSIVE LOSS FOR THE +YEAR /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(92,156) (90,224) +Attributable to: +Owners of the parent /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(92,156) (90,224) +(92,156) (90,224) +LOSS PER SHARE ATTRIBUTABLE TO +ORDINARY EQUITY HOLDERS OF THE +COMPANY (expressed in RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Basic and diluted /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 (3.82) (2.95) +For the details of Pre-IPO investments, please refer to note 27 to this report. +APPENDIX I ACCOUNTANTS’ REPORT +– I-4 – + + +--- page 311 --- +CONSOLIDATED STATEMENTS OF FINANCIAL POSITION +As at 31 December +Notes 2024 2025 +RMB’000 RMB’000 +NON-CURRENT ASSETS +Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014 16,659 13,982 +Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 11,957 8,872 +Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 1,411 786 +Investment in an associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 – 239 +Prepayments, deposits and other receivables /H1100/H1100/H1100/H1100/H110020 11,633 17,082 +Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 – 1,159 +Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110041,660 42,120 +CURRENT ASSETS +Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 21,688 40,619 +Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 – 3,580 +Contract assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 – 386 +Prepayments, deposits and other receivables /H1100/H1100/H1100/H1100/H110020 8,119 11,725 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 83,908 182,394 +Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100113,715 238,704 +CURRENT LIABILITIES +Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 885 2,784 +Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023 15,134 17,070 +Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 2,230 4,141 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 6,361 6,120 +Tax payable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 +Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,612 30,116 +NET CURRENT ASSETS /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110089,103 208,588 +TOTAL ASSETS LESS CURRENT +LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100130,763 250,708 +NON-CURRENT LIABILITIES +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 5,307 2,938 +Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 6 8,204 +Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,313 11,142 +Net assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100125,450 239,566 +EQUITY +Equity attributable to owners of the parent +Paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027 +24,698 – +Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027 – 32,082 +Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028 100,752 207,484 +Total equity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100125,450 239,566 +For the details of Pre-IPO investments, please refer to note 27 to this report. +APPENDIX I ACCOUNTANTS’ REPORT +– I-5 – + + +--- page 312 --- +CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY +Year ended 31 December 2024 +Paid-in capital Capital reserve +Accumulated +losses Total equity +RMB’000 RMB’000 RMB’000 RMB’000 +(note 27) (note 28) +At 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,545 556,809 (438,606) 141,748 +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (92,156) (92,156) +Total comprehensive loss for the year /H1100/H1100/H1100/H1100– – (92,156) (92,156) +Capital contribution by shareholders (net of +issue costs) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,153 74,705 – 75,858 +At 31 December 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,698 631,514* (530,762)* 125,450 +Year ended 31 December 2025 +Share capital +Paid-in +capital +Capital +reserve +Foreign +currency +translation +reserve +Accumulated +losses Total equity +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +(note 27) (note 27) (note 28) (note 28) +At 1 January 2025 /H1100/H1100/H1100/H1100/H1100– 24,698 631,514 – (530,762) 125,450 +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100–––– (90,113) (90,113) +Exchange differences on +translation of foreign +operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (111) – (111) +Total comprehensive loss +for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (111) (90,113) (90,224) +Capital contribution by +shareholders (net of +issue costs) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 7,384 196,956 – – 204,340 +Conversion into a joint +stock company /H1100/H1100/H1100/H1100/H1100/H110032,082 (32,082) (467,155) – 467,155 – +At 31 December 2025 /H1100/H110032,082 – 361,315* (111)* (153,720)* 239,566 +* These reserve accounts comprise the consolidated reserves of RMB100,752,000 and RMB207,484,000 in the +consolidated statements of financial position as at 31 December 2024 and 2025, respectively. +APPENDIX I ACCOUNTANTS’ REPORT +– I-6 – + + +--- page 313 --- +CONSOLIDATED STATEMENTS OF CASH FLOWS +Y ear ended 31 December +Notes 2024 2025 +RMB’000 RMB’000 +CASH FLOWS FROM OPERATING ACTIVITIES +Loss before tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(92,153) (90,112) +Adjustments for: +Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007 594 398 +Interest income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 (623) (473) +Loss on disposal of items of property, plant and +equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008 70 – +Gain on lease termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008 (31) (4) +Depreciation of property, plant and equipment /H1100/H1100/H110014 4,906 5,494 +Depreciation of right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015(a) 6,927 7,266 +Amortisation of intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 819 844 +Impairment losses on financial assets and contract +assets, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008 34 123 +Investment income from financial products /H1100/H1100/H1100/H1100/H1100/H11006 (695) (2,377) +Write-down of inventories to net realisable value 8 –2 2 +Share of loss of an associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008 – 161 +Interest income arising from loan to a related +party /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 – (4) +(80,152) (78,662) +Increase in inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(13,510) (18,953) +Increase in trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (4,886) +Increase in contract assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (390) +Increase in prepayments, deposits and other +receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10,547) (4,130) +Increase in trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100830 1,899 +Increase in contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,681 1,911 +Increase in other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,117 2,647 +(Decrease)/increase in deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,086) 8,198 +Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(97,667) (92,366) +Interest received /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100623 473 +Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1) (2) +Net cash flows used in operating activities /H1100/H1100/H1100/H1100/H1100/H1100(97,045) (91,895) +APPENDIX I ACCOUNTANTS’ REPORT +– I-7 – + + +--- page 314 --- +Y ear ended 31 December +Note 2024 2025 +RMB’000 RMB’000 +CASH FLOWS FROM INVESTING ACTIVITIES +Purchases of items of property, plant and +equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,868) (3,045) +Purchases of intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(123) (219) +Purchase of financial assets at fair value through +profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(238,490) (464,800) +Proceeds from disposal of financial assets at fair +value through profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100239,185 467,177 +Proceeds from disposal of property, plant and +equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100638 – +Acquisition of an associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (400) +Loans to related parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (1,000) +Net cash flows used in investing activities /H1100/H1100/H1100/H1100/H1100/H1100(6,658) (2,287) +CASH FLOWS FROM FINANCING ACTIVITIES +Capital contribution by shareholders (net of issue +costs) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110071,884 204,340 +Payments of listing expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (3,089) +Repayment of lease payments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,910) (7,179) +New bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,000 – +Repayment of bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,000) – +Loan from a director and director’s family +member /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,166 – +Repayment of loan to a director and director’s +family member /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (1,166) +Interest paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7) (89) +Net cash flows from financing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065,133 192,817 +NET (DECREASE)/INCREASE IN CASH AND +CASH EQUIV ALENTS /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(38,570) 98,635 +Cash and cash equivalents at beginning of year /H1100/H1100 122,484 83,908 +Effect of foreign exchange rate changes, net /H1100/H1100/H1100/H1100/H1100(6) (149) +CASH AND CASH EQUIV ALENTS AT END OF +YEAR /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 83,908 182,394 +APPENDIX I ACCOUNTANTS’ REPORT +– I-8 – + + +--- page 315 --- +STATEMENTS OF FINANCIAL POSITION OF THE COMPANY +As at 31 December +Notes 2024 2025 +RMB’000 RMB’000 +NON-CURRENT ASSETS +Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014 12,914 10,783 +Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 5,697 5,187 +Other intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 2,859 1,964 +Interest in subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001 55,821 35,921 +Investment in an associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 – 239 +Prepayments, other receivables and other assets /H110020 8,884 18,561 +Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110086,175 72,655 +CURRENT ASSETS +Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 20,000 41,956 +Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 3,375 2,552 +Contract assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 – 386 +Prepayments, deposits and other receivables /H1100/H1100/H1100/H110020 52,078 76,094 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 49,870 162,633 +Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100125,323 283,621 +CURRENT LIABILITIES +Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 686 4,955 +Other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023 10,889 13,155 +Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 2,230 4,044 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 3,044 3,432 +Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,849 25,586 +NET CURRENT ASSETS /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100108,474 258,035 +TOTAL ASSETS LESS CURRENT +LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100194,649 330,690 +NON-CURRENT LIABILITIES +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 2,268 2,262 +Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110026 6 8,037 +Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,274 10,299 +Net assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100192,375 320,391 +EQUITY +Paid-in capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027 24,698 – +Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027 – 32,082 +Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110028 167,677 288,309 +Total equity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100192,375 320,391 +For the details of Pre-IPO investments, please refer to note 27 to this report. +APPENDIX I ACCOUNTANTS’ REPORT +– I-9 – + + +--- page 316 --- +II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION +1. CORPORATE INFORMATION +Guangdong True Health Medical Technology Development Co., Ltd. (the “Company”) was incorporated as a +limited liability company in the People’s Republic of China (“PRC”) on 16 March 2018 and converted into a joint +stock company with limited liability in October 2025. The registered office address of the Company is Room 101, +1/F, Building 9, 1889 Huandao East Road, Hengqin New District, Zhuhai, Guangdong Province, PRC. +The Company and its subsidiaries (the “Group”) are principally engaged in the research and development, +manufacture and sale of surgical robots and disposables. As at the date of this report, the Company had direct interests +in its subsidiaries, all of which are private limited liability companies, the particulars of the principal subsidiaries are +set out below: +Name +Place and date of +incorporation/ +registration and place +of operations +Issued ordinary share/ +registered capital +Percentage of +equity attributable +to the Company Principal activities +Direct +True Health +(Guangdong +Hengqin) Medical +Device Co., Ltd.* +(ॆੰ(ዑೞ)ᔼ +ʮ̡) +(note a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +PRC/Chinese +mainland +26 July 2021 +RMB20,000,000 100% Production of +medical devices +True Health (Beijing) +Medical Technology +Co., Ltd.* ( ॆੰ +(̏ԯ)ࠢ +ʮ̡) (note a) /H1100/H1100/H1100/H1100 +PRC/Chinese +mainland +21 November +2022 +RMB1,000,000 100% R&D of medical +devices +* The English names of the Chinese mainland companies represent management’s best effort in translating +the Chinese names of those companies as no English names have been registered or are available. +Note: +a. No audited financial statements have been prepared for this company for the year ended 31 December +2024 and 2025. +The carrying amounts of the Company’s investments in subsidiaries are as follows: +As at 31 December +2024 2025 +RMB’000 RMB’000 +Investments, at cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110055,821 35,921 +2.1 BASIS OF PREPARATION +For ordinary shares issued to Pre-IPO investors, pursuant to the supplemental agreements entered into between +the Company and the Pre-IPO Investors in relation to the termination of certain of special rights granted by the +Company, including redemption rights and joint and several liability assumed by the Company pertaining to +redemption obligation of controlling shareholders which are void ab initio as described in note 27 to this report, +having taken into account the legal and regulatory framework of the Company’s jurisdiction and the governing law +of the supplementary agreements, the directors considered that it is appropriate to present the Pre-IPO Investments +as equity throughout the Relevant Periods. Further details of the financial impacts of the arrangements are included +in note 27 to the Historical Financial Information. +APPENDIX I ACCOUNTANTS’ REPORT +– I-10 – + + +--- page 317 --- +The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards, which +comprise all standards and interpretations approved by the International Accounting Standards Board (the “IASB”). +All IFRS Accounting Standards effective for the accounting period commencing from 1 January 2025 together with +the relevant transitional provisions, have been early adopted by the Group in the preparation of the Historical +Financial Information throughout the Relevant Periods. +The Historical Financial Information has been prepared under the historical cost convention, except for +financial assets at fair value through profit or loss which have been measured at fair value. These financial statements +are presented in Renminbi (“RMB”) and all values are rounded to the nearest thousand except when otherwise +indicated. +Basis of consolidation +The Historical Financial Information includes the financial information of the Company and its subsidiaries +for the Relevant Periods. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by +the Company. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement +with the investee and has the ability to affect those returns through its power over the investee (i.e., existing rights +that give the Group the current ability to direct the relevant activities of the investee). +Generally, there is a presumption that a majority of voting rights results in control. When the Company has +less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and +circumstances in assessing whether it has power over an investee, including: +(a) the contractual arrangement with the other vote holders of the investee; +(b) rights arising from other contractual arrangements; and +(c) the Group’s voting rights and potential voting rights. +The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using +consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains +control and continue to be consolidated until the date that such control ceases. +Profit or loss and each component of other comprehensive income are attributed to the owners of the parent +of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit +balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions +between members of the Group are eliminated in full on consolidation. +The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are +changes to one or more of the three elements of control described above. A change in the ownership interest of a +subsidiary, without a loss of control, is accounted for as an equity transaction. +If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, +any non-controlling interest and the exchange fluctuation reserve; and recognises the fair value of any investment +retained and any resulting surplus or deficit in profit or loss. The Group’s share of components previously recognised +in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis +as would be required if the Group had directly disposed of the related assets or liabilities. +2.2 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS +The Group has not applied the following new and revised IFRS Accounting Standards, that have been issued +but are not yet effective, in the Historical Financial Information. The Group intends to apply these new and revised +IFRS Accounting Standards, if applicable, when they become effective. +Amendments to IFRS 10 and IAS 28 /H1100/H1100/H1100/H1100Sale or Contribution of Assets between an Investor and its +Associate or Joint V enture +1 +Amendments to IFRS 9 and IFRS 7 /H1100/H1100/H1100/H1100/H1100Amendments to the Classification and Measurement of +Financial Instruments 2 +Amendments to IFRS 9 and IFRS 7 /H1100/H1100/H1100/H1100Contracts Referencing Nature-dependent Electricity 2 +IFRS 18 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Presentation and Disclosure in Financial Statements 3 +IFRS 19 and its amendments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Subsidiaries without Public Accountability: Disclosures 3 +Amendments to IAS 21 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Translation to a Hyperinflationary Presentation Currency 3 +Annual Improvements to IFRS Accounting +Standards – V olume 11 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 2 +APPENDIX I ACCOUNTANTS’ REPORT +– I-11 – + + +--- page 318 --- +1 No mandatory effective date yet determined but available for adoption +2 Effective for annual periods beginning on or after 1 January 2026 +3 Effective for annual periods beginning on or after 1 January 2027 +The Group is in the process of making an assessment of the impact of these new and revised IFRS Accounting +Standards upon initial application. So far, the Group considers that these new and revised IFRS Accounting Standards +are unlikely to have a significant impact on the Group’s results of operations and financial position. +IFRS 18 sets out requirements on disclosures in financial statements and it will replace IAS 1 Presentation of +Financial Statements. The application of IFRS 18 will not have material impact on the financial position of the Group +but is expected to affect the presentation of the consolidated income statements and consolidated statement of cash +flows and disclosures in the future financial statements. +2.3 MATERIAL ACCOUNTING POLICY INFORMATION +Investments in associates +An associate is an entity in which the Group has a long term interest of generally not less than 20% of the +equity voting rights and over which it has significant influence. Significant influence is the power to participate in +the financial and operating policy decisions of the investee but is not control or joint control over those policies. +The Group’s investments in associates are stated in the consolidated statement of financial position at the +Group’s share of net assets under the equity method of accounting, less any impairment losses. +Business combinations and goodwill +Business combinations are accounted for using the acquisition method. The consideration transferred is +measured at the acquisition date fair value which is the sum of the acquisition date fair values of assets transferred +by the Group, liabilities assumed by the Group to the former owners of the acquiree and the equity interests issued +by the Group in exchange for control of the acquiree. For each business combination, the Group elects whether to +measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s +identifiable net assets. All other components of non-controlling interests are measured at fair value. Acquisition- +related costs are expensed as incurred. +The Group determines that it has acquired a business when the acquired set of activities and assets includes +an input and a substantive process that together significantly contribute to the ability to create outputs. +When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate +classification and designation in accordance with the contractual terms, economic circumstances and pertinent +conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts of the +acquiree. +Fair value measurement +The Group measures its financial instruments at fair value through profit or loss at the end of each of the +reporting period. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an +orderly transaction between market participants at the measurement date. The fair value measurement is based on the +presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for +the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. +The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a +liability is measured using the assumptions that market participants would use when pricing the asset or liability, +assuming that market participants act in their economic best interest. +A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate +economic benefits by using the asset in its highest and best use or by selling it to another market participant that +would use the asset in its highest and best use. +APPENDIX I ACCOUNTANTS’ REPORT +– I-12 – + + +--- page 319 --- +The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data +are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of +unobservable inputs. +All assets and liabilities for which fair value is measured or disclosed in the financial statements are +categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant +to the fair value measurement as a whole: +Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities +Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair +value measurement is observable, either directly or indirectly +Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair +value measurement is unobservable +For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group +determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on +the lowest level input that is significant to the fair value measurement as a whole) at the end of each of the reporting +period. +Impairment of non-financial assets +Where an indication of impairment exists, or when annual impairment testing for an asset is required (other +than inventories and financial assets), the asset’s recoverable amount is estimated. An asset’s recoverable amount is +the higher of the asset’s or cash-generating unit’s value in use and its fair value less costs of disposal, and is +determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of +those from other assets or groups of assets, in which case the recoverable amount is determined for the +cash-generating unit to which the asset belongs. In testing a cash-generating unit for impairment, a portion of the +carrying amount of a corporate asset (e.g., a headquarters building) is allocated to an individual cash-generating unit +if it can be allocated on a reasonable and consistent basis or, otherwise, to the smallest group of cash-generating units. +An Impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In +assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount +rate that reflects current market assessments of the time value of money and the risks specific to the asset. An +impairment loss is charged to profit or loss in the period in which it arises in those expense categories consistent with +the function of the impaired asset. +An assessment is made at the end of each of the reporting period as to whether there is an indication that +previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the +recoverable amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed +only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to +an amount higher than the carrying amount that would have been determined (net of any depreciation/amortisation) +had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited +to profit or loss in the period in which it arises. +Related parties +A party is considered to be related to the Group if: +(a) the party is a person or a close member of that person’s family and that person +(i) has control or joint control over the Group; +(ii) has significant influence over the Group; or +(iii) is a member of the key management personnel of the Group or of a parent of the Group; +APPENDIX I ACCOUNTANTS’ REPORT +– I-13 – + + +--- page 320 --- +or +(b) the party is an entity where any of the following conditions applies: +(i) the entity and the Group are members of the same group; +(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow +subsidiary of the other entity); +(iii) the entity and the Group are joint ventures of the same third party; +(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity; +(v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or +an entity related to the Group; +(vi) the entity is controlled or jointly controlled by a person identified in (a); +(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key +management personnel of the entity (or of a parent of the entity); and +(viii) the entity, or any member of a group of which it is a part, provides key management personnel +services to the Group or to the parent of the Group. +Property, plant and equipment and depreciation +Property, plant and equipment, other than construction in progress, are stated at cost less accumulated +depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase +price and any directly attributable costs of bringing the asset to its working condition and location for its intended +use. +Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs +and maintenance, is normally charged to profit or loss in the period in which it is incurred. In situations where the +recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the +asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at +intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them +accordingly. +Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and +equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are as +follows: +Machinery and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 19.40% to 32.33% +Office equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032.33% +Motor vehicles /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019.40% +Electronic equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032.33% +Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Over the shorter of lease terms and estimated useful lives +Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is +allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives +and the depreciation method are reviewed, and adjusted if appropriate, at least at the end of each of the reporting +period. +An item of property, plant and equipment including any significant part initially recognised is derecognised +upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal +or retirement recognised in profit or loss in the year the asset is derecognised is the difference between the net sales +proceeds and the carrying amount of the relevant asset. +Construction in progress is stated at cost less any impairment losses and is not depreciated. It is reclassified +to the appropriate category of property, plant and equipment when completed and ready for use. +APPENDIX I ACCOUNTANTS’ REPORT +– I-14 – + + +--- page 321 --- +Intangible assets (other than goodwill) +Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets +acquired in a business combination is the fair value at the date of acquisition. The useful lives of intangible assets +are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortised over the +useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be +impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are +reviewed at least at each financial year end. +Software +Software is stated at cost less any impairment losses and is amortised on the straight-line basis over its +estimated useful life of 5 years. +Intellectual property +Purchased licences are stated at cost less any impairment losses and are amortised on the straight-line basis +over their estimated useful lives of 5 years. The useful life of 5 years for licences is estimated based on the duration +of the licences, as well as the useful lives of similar assets in the marketplace. +Research and development costs +All research and development costs are charged to profit or loss as incurred. +Expenditure incurred on projects to develop new products is capitalised and deferred only when the Group can +demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its +intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the +availability of resources to complete the project and the ability to measure reliably the expenditure during the +development. Product development expenditure which does not meet these criteria is expensed when incurred. +Leases +The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains, +a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for +consideration. +Group as a lessee +The Group applies a single recognition and measurement approach for all leases, except for short-term leases +and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets +representing the right to use the underlying assets. +(a) Right-of-use assets +Right-of-use assets are recognised at the commencement date of the lease (that is the date the underlying +asset is available for use). Right-of-use assets are measured at cost, less accumulated depreciation and any +impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets +includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at +or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a +straight-line basis over the shorter of the lease terms and the estimated useful lives of the assets as follows: +Buildings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002 to 5 years +Vehicles /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002 years +If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects +the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. +APPENDIX I ACCOUNTANTS’ REPORT +– I-15 – + + +--- page 322 --- +(b) Lease liabilities +Lease liabilities are recognised at the commencement date of the lease at the present value of lease +payments to be made over the lease term. The lease payments include fixed payments (including in-substance +fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, +and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise +price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for +termination of a lease, if the lease term reflects the Group exercising the option to terminate the lease. +In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the +lease commencement date because the interest rate implicit in the lease is not readily determinable. After the +commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced +for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a +modification, a change in the lease term, a change in lease payments (e.g., a change to future lease payments +resulting from a change in an index or rate used to determine such lease payments) or a change in assessment +of an option to purchase the underlying asset. +The Group’s lease liabilities are presented in a separate line on the consolidated statement of financial +position. +(c) Short-term leases and leases of low-value assets +The Group applies the short-term lease recognition exemption to its short-term leases of office premises +(that is those leases that have a lease term of 12 months or less from the commencement date and do not contain +a purchase option). It also applies the recognition exemption for leases of low-value assets to leases of office +equipment that is considered to be of low value. +Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a +straight-line basis over the lease term. +Investments and other financial assets +Initial recognition and measurement +Financial assets are classified, at initial recognition, as subsequently measured at amortised cost and fair value +through profit or loss. +The classification of financial assets at initial recognition depends on the financial asset’s contractual cash +flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that +do not contain a significant financing component or for which the Group has applied the practical expedient of not +adjusting the effect of a significant financing component, the Group initially measures a financial asset at its fair +value, plus in the case of a financial asset not at fair value through profit or loss, transaction costs. +In order for a financial asset to be classified and measured at amortised cost or fair value through other +comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”) +on the principal amount outstanding. Financial assets with cash flows that are not SPPI are classified and measured +at fair value through profit or loss, irrespective of the business model. +The Group’s business model for managing financial assets refers to how it manages its financial assets in order +to generate cash flows. The business model determines whether cash flows will result from collecting contractual +cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held +within a business model with the objective to hold financial assets in order to collect contractual cash flows, while +financial assets classified and measured at fair value through other comprehensive income are held within a business +model with the objective of both holding to collect contractual cash flows and selling. Financial assets which are not +held within the aforementioned business models are classified and measured at fair value through profit or loss. +Purchases or sales of financial assets that require delivery of assets within the period generally established by +regulation or convention in the marketplace are recognised on the trade date, that is, the date that the Group commits +to purchase or sell the asset. +APPENDIX I ACCOUNTANTS’ REPORT +– I-16 – + + +--- page 323 --- +Subsequent measurement +The subsequent measurement of financial assets depends on their classification as follows: +Financial assets at amortised cost (debt instruments) +Financial assets at amortised cost are subsequently measured using the effective interest method and are +subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or +impaired. +Financial assets at fair value through profit or loss +Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value +with net changes in fair value recognised in the profit or loss. +Derecognition of financial assets +A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) +is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when: + the rights to receive cash flows from the asset have expired; or + the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation +to pay the received cash flows in full without material delay to a third party under a “pass-through” +arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, +or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, +but has transferred control of the asset. +When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through +arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of ownership of the asset. When +it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of +the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement. +In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are +measured on a basis that reflects the rights and obligations that the Group has retained. +Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower +of the original carrying amount of the asset and the maximum amount of consideration that the Group could be +required to repay. +Impairment of financial assets +The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair +value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance +with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the +original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or +other credit enhancements that are integral to the contractual terms. +General approach +ECLs are recognised in two stages. For credit exposures for which there has not been an increase in credit risk +since initial recognition, ECLs are provided for credit losses that result from default events that are possible within +the next 12 months (a 12-month ECL). For those credit exposures for which there has been a significant increase in +credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of +the exposure, irrespective of the timing of the default (a lifetime ECL). +At each reporting date, the Group assesses whether the credit risk on a financial instrument has increased +significantly since initial recognition. When making the assessment, the Group compares the risk of a default +occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial +instrument as at the date of initial recognition and considers reasonable and supportable information that is available +without undue cost or effort, including historical and forward-looking information. The Group considers that there +has been a significant increase in credit risk when contractual payments are more than 30 days past due. +APPENDIX I ACCOUNTANTS’ REPORT +– I-17 – + + +--- page 324 --- +The Group considers a financial asset in default when contractual payments are 90 days past due. However, +in certain cases, the Group may also consider a financial asset to be in default when internal or external information +indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account +any credit enhancements held by the Group. +A financial asset is written off when there is no reasonable expectation of recovering the contractual cash +flows. +Financial assets at amortised cost are subject to impairment under the general approach and they are classified +within the following stages for measurement of ECLs. +Stage 1 – Financial instruments for which credit risk has not increased significantly since initial +recognition and for which the loss allowance is measured at an amount equal to 12-month +ECLs. +Stage 2 – Financial instruments for which credit risk has increased significantly since initial +recognition but that are not credit-impaired financial assets and for which the loss +allowance is measured at an amount equal to lifetime ECLs. +Stage 3 – Financial assets that are credit-impaired at the reporting date (but that are not purchased +or originated credit-impaired) and for which the loss allowance is measured at an amount +equal to lifetime ECLs. +Simplified approach +For trade receivables and contract assets that do not contain a significant financing component or when the +Group applies the practical expedient of not adjusting the effect of a significant financing component, the Group +applies the simplified approach in calculating ECLs. Under the simplified approach, the Group does not track changes +in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has +established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking +factors specific to the debtors and the economic environment. +Classification as equity and financial liabilities +Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the +substance of the contractual arrangements and the definitions of financial liability and equity instrument. +A financial liability is any liability that is (a) a contractual obligation (i) to deliver cash or another financial +asset to another entity; or (ii) to exchange financial assets or financial liabilities with another entity under conditions +that are potentially unfavourable to the entity; or (b) a contract that will or may be settled in the entity’s own equity +instruments and is: (i) a non derivative for which the entity is or may be obliged to deliver a variable number of the +entity’s own equity instruments; or (ii) a derivative that will or may be settled other than by the exchange of a fixed +amount of cash or another financial asset for a fixed number of the entity’s own equity instruments. +An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting +all of its liabilities. +Financial liabilities +Initial recognition and measurement +Financial liabilities are classified, at initial recognition, as payables, or loans and borrowings, as appropriate. +All financial liabilities are recognised initially at fair value and, in the case of payables and loans and +borrowings, net of directly attributable transaction costs. +The Group’s financial liabilities include trade payables, other payables and accruals. +APPENDIX I ACCOUNTANTS’ REPORT +– I-18 – + + +--- page 325 --- +Subsequent measurement +The subsequent measurement of financial liabilities depends on their classification as follows: +Financial liabilities at amortised cost (trade and other payables) +After initial recognition, trade and other payables are subsequently measured at amortised cost, using the +effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at +cost. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the +effective interest rate amortisation process. +Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs +that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance +costs in profit or loss. +Derecognition of financial liabilities +A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or +expires. +When an existing financial liability is replaced by another from the same lender on substantially different +terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as +a derecognition of the original liability and a recognition of a new liability, and the difference between the respective +carrying amounts is recognised in profit or loss. +Offsetting of financial instruments +Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial +position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to +settle on a net basis, or to realise the assets and settle the liabilities simultaneously. +Inventories +Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average +basis and, in the case of work in progress and finished goods, comprises direct materials, direct labour and an +appropriate proportion of overheads. Net realisable value is based on estimated selling prices less any estimated costs +to be incurred to completion and disposal. +Cash and cash equivalents +Cash and cash equivalents in the statement of financial position comprise cash on hand and at banks, and +short-term highly liquid deposits with a maturity of generally within three months that are readily convertible into +known amounts of cash, subject to an insignificant risk of changes in value and held for the purpose of meeting +short-term cash commitments. +For the purpose of the consolidated statements of cash flows, cash and cash equivalents comprise cash on hand +and at banks, and short-term deposits as defined above, less bank overdrafts which are repayable on demand and form +an integral part of the Group’s cash management. +Income tax +Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss +is recognised outside profit or loss, either in other comprehensive income or directly in equity. +Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the +taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of +each of the reporting period, taking into consideration interpretations and practices prevailing in the countries in +which the Group operates. +Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting +period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. +APPENDIX I ACCOUNTANTS’ REPORT +– I-19 – + + +--- page 326 --- +Deferred tax liabilities are recognised for all taxable temporary differences, except: + when the deferred tax liability arises from the initial recognition of an asset or liability in a transaction +that is not a business combination and, at the time of the transaction, affects neither the accounting profit +nor taxable profit or loss and does not give rise to equal taxable and deductible temporary difference; +and + in respect of taxable temporary differences associated with investments in subsidiaries, when the timing +of the reversal of the temporary differences can be controlled and it is probable that the temporary +differences will not reverse in the foreseeable future. +Deferred tax assets are recognised for all deductible temporary differences, and the carryforward of unused tax +credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit +will be available against which the deductible temporary differences, and the carryforward of unused tax credits and +unused tax losses can be utilised, except: + when the deferred tax asset relating to the deductible temporary differences arises from the initial +recognition of an asset or liability in a transaction that is not a business combination and, at the time +of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise +to equal taxable and deductible temporary difference; and + in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax +assets are only recognised to the extent that it is probable that the temporary differences will reverse in +the foreseeable future and taxable profit will be available against which the temporary differences can +be utilised. +The carrying amount of deferred tax assets is reviewed at the end of each of the reporting period and reduced +to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the +deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each of the reporting +period and are recognised to the extent that it has become probable that sufficient taxable profit will be available to +allow all or part of the deferred tax asset to be recovered. +Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when +the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively +enacted by the end of each of the reporting period. +Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right +to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to +income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which +intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities +simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected +to be settled or recovered. +Government grants +Government grants are recognised at their fair value where there is reasonable assurance that the grant will be +received and all attaching conditions will be complied with. When the grant relates to an expense item, it is +recognised as income on a systematic basis over the periods that the costs, for which it is intended to compensate, +are expensed. +Where the grant relates to an asset, the fair value is credited to a deferred income account and is released to +the statement of profit or loss over the expected useful life of the relevant asset by equal annual instalments or +deducted from the carrying amount of the asset and released to the statement of profit or loss by way of a reduced +depreciation charge. +Revenue recognition +Revenue from contracts with customers +Revenue from contracts with customers is recognised when control of the goods or services is transferred to +the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for +those goods or services. +APPENDIX I ACCOUNTANTS’ REPORT +– I-20 – + + +--- page 327 --- +When the contract contains a financing component which provides the customer with a significant benefit of +financing the transfer of goods or services to the customer for more than one year, revenue is measured at the present +value of the amount receivable, discounted using the discount rate that would be reflected in a separate financing +transaction between the Group and the customer at contract inception. When the contract contains a financing +component which provides the Group with a significant financial benefit for more than one year, revenue recognised +under the contract includes the interest expense accreted on the contract liability under the effective interest method. +For a contract where the period between the payment by the customer and the transfer of the promised goods or +services is one year or less, the transaction price is not adjusted for the effects of a significant financing component, +using the practical expedient in IFRS 15. +(a) Sales of surgical robots and disposables +Revenue from the sale of products is recognised at the point in time when control of the asset is transferred +to the customers, generally on delivery and acceptance of the products as agreed in the sales contracts. +(b) Technical service +Revenue from technical service is recognised at the point in time when the technical report is delivered and +accepted by the customers. +Other income +Bank interest income is recognised on an accrual basis using the effective interest method by applying the rate +that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter +period, when appropriate, to the net carrying amount of the financial asset. +Contract assets +If the Group performs by transferring goods or services to a customer before being unconditionally entitled to +the consideration under the contract terms, a contract asset is recognised for the earned consideration that is +conditional. Contract assets are subject to impairment assessment, details of which are included in the accounting +policies for impairment of financial assets. They are reclassified to trade receivables when the right to the +consideration becomes unconditional. +Contract liabilities +A contract liability is recognised when a payment is received or a payment is due (whichever is earlier) from +a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue +when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer). +Other employee benefits +Share-based payments +Employees of the Group receive remuneration in the form of share-based payments, whereby employees render +services in exchange for equity instruments (“equity-settled transactions”). The cost of equity-settled transactions +with employees is measured by reference to the fair value at the date at which they are granted. +The cost of equity-settled transactions is recognised in employee benefit expense, together with a +corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled. +The cumulative expense recognised for equity-settled transactions at the end of each Relevant Periods until the +vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number +of equity instruments that will ultimately vest. The charge or credit to profit or loss for a period represents the +movement in the cumulative expense recognised as at the beginning and end of that period. The Group granted certain +incentive shares through share incentive platforms in the reporting periods before the Relevant Periods, and the +incentive shares were vested immediately upon granted, the share-based payment are then recognised in the period +before the Relevant Periods. +APPENDIX I ACCOUNTANTS’ REPORT +– I-21 – + + +--- page 328 --- +Pension scheme +The employees of the Group which operates in Chinese mainland are required to participate in a central +pension scheme operated by the local municipal government. The subsidiaries operating in Chinese mainland are +required to contribute a certain percentage of their payroll costs to the central pension scheme. The contributions are +charged to profit or loss as they become payable in accordance with the rules of the central pension scheme. +Housing fund – Chinese mainland +The Group contributes on a monthly basis to a defined contribution plan of housing fund operated by the local +municipal government. Contributions to this plan by the Group are expensed as incurred. +Borrowing costs +All other borrowing costs are expensed in the period in which they are incurred. Borrowing costs consist of +interest and other costs that an entity incurs in connection with the borrowing of funds. +Dividends +Final dividends are recognised as a liability when they are approved by the shareholders in a general meeting. +Events after the relevant periods +If the Group receives information after the Relevant Periods, but prior to the date of authorisation for issue, +about conditions that existed at the end of the relevant period, it will assess whether the information affects the +amounts that it recognises in its consolidated financial statements. The Group will adjust the amounts recognised in +its consolidated financial statements to reflect any adjusting events after the relevant period and update the +disclosures that relate to those conditions in light of the new information. For non-adjusting events after the relevant +period, the Group will not change the amounts recognised in its consolidated financial statements, but will disclose +the nature of the non-adjusting events and an estimate of their financial effects, or a statement that such an estimate +cannot be made, if applicable. +Foreign currencies +The Historical Financial Information is presented in RMB, which is the Company’s functional currency. Each +entity in the Group determines its own functional currency and items included in the financial statements of each +entity are measured using that functional currency. Foreign currency transactions recorded by the entities in the +Group are initially recorded using their respective functional currency rates prevailing at the dates of the transactions. +Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rates of +exchange ruling at the end of each of the reporting period. Differences arising on settlement or translation of +monetary items are recognised in profit or loss. +Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the +exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency +are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on +translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss +on change in fair value of the item (i.e., translation difference on the item whose fair value gain or loss is recognised +in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss, +respectively). +In determining the exchange rate on initial recognition of the related asset, expense or income on the +derecognition of a non-monetary asset or non-monetary liability relating to an advance consideration, the date of +initial transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability +arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines +the transaction date for each payment or receipt of the advance consideration. +3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES +The preparation of the Group’s Historical Financial Information requires management to make judgements, +estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their +accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and +estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or +liabilities affected in the future. +APPENDIX I ACCOUNTANTS’ REPORT +– I-22 – + + +--- page 329 --- +Judgements +In the process of applying the Group’s accounting policies, management has made the following judgements, +apart from those involving estimations, which have the most significant effect on the amounts recognised in the +Historical Financial Information: +Research and development expenses +All research and development expenses are charged to profit or loss as incurred. Expenses incurred on each +pipeline to develop new products are only capitalised and deferred in accordance with the accounting policy for +research and development expenses in note 2.3 to the Historical Financial Information. Determining the amounts to +be capitalised requires management to make judgements on the technical feasibility of existing pipelines to be +successfully commercialised and bring economic benefits to the Company. In the opinion of the directors, during the +Relevant Periods, the criteria for capitalisation of development costs were not met and development expenditure were +expensed. +Estimation uncertainty +The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each +of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets +and liabilities within the next financial year, are described below. +Impairment of non-financial assets (other than goodwill) +The Group assesses whether there are any indicators of impairment for all non-financial assets (including +right-of-use assets) at the end of each of the reporting period. The non-financial assets are tested for impairment when +there are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value +of an asset or a cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less costs +of disposal and its value in use. The calculation of the fair value less costs of disposal is based on available data from +binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental +costs for disposing of the asset. When value in use calculations are undertaken, management must estimate the +expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to +calculate the present value of those cash flows. +As of 31 December 2024 and 2025, no indicators of impairment for non-financial assets of the Group were +identified, given that (i) During the Track Record Period, the right-of-use assets and leasehold improvements were +in normal use, and no adverse changes affecting the leased properties had taken place during the Track Record Period +or are expected to take place in the near future in the technological, market, economic or legal environment in which +the Group operates. (ii) During the Track Record Period, all equipment and intellectual property including laboratory +equipment and computer software remained in use as the Group continued its normal business operations, and no +obsolescence or physical damage to these property and equipment, right-of-use assets and intangible assets had taken +place during the Track Record Period, or is expected to take place in the near future. +Recognition of income taxes and deferred tax assets +Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will +be available against which the losses can be utilised. Significant management judgement is required to determine the +amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits +together with future tax planning strategies. +Useful lives and residual values of property, plant and equipment +In determining the useful life and residual value of an item of property, plant and equipment, the Group has +to consider various factors, such as technical or commercial obsolescence arising from changes or improvements in +production, or from a change in the market demand for the product or service output of the asset, expected usage of +the asset, expected physical wear and tear, the care and maintenance of the asset, and legal or similar limits on the +use of the asset. The estimation of the useful life of the asset is based on the experience of the Group with similar +assets that are used in a similar way. The depreciation amount will be adjusted if the estimated useful life and/or the +residual value of an item of property, plant and equipment are different from the previous estimation. Useful lives +and residual values are reviewed at each financial year end date based on changes in circumstances. +APPENDIX I ACCOUNTANTS’ REPORT +– I-23 – + + +--- page 330 --- +Write-down of inventories to net realisable value +Write-down of inventories to net realisable value is made for those identified obsolete and slow-moving +inventories and inventories with a carrying amount higher than net realisable value. The assessment of the provision +required involves management’s judgement and estimates on which are influenced by assumptions concerning future +sales and usage and judgements in determining the appropriate level of inventory provisions against identified surplus +or obsolete items. Where the actual outcome or expectation in future is different from the original estimate, such +differences will have impact on the carrying amounts of inventories and the write-down of inventories in the period +in which such estimate has been changed. +4. OPERATING SEGMENT INFORMATION +Operating segment information +For management purposes, the Group has only one reportable operating segment. Since this is the only +reportable operating segment of the Group, no further operating segment analysis thereof is presented. +Geographical information +(a) Revenue from external customers +During the Relevant Periods, no further geographical segment information is presented as all of the Group’s +revenue was derived from the customers in Chinese mainland. +(b) Non-current assets +Since almost all of the Group’s non-current assets were located in Chinese mainland, no geographical +information in accordance with IFRS 8 Operating Segments is presented. +Information about major customers +Revenue from the major customers which amounted to 10% or more of the Group’s revenue is set out below: +Y ear ended 31 December +2024 2025 +RMB’000 RMB’000 +Customer A /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,593 N/A* +Customer B /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A* 4,779 +Customer C /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A* 3,024 +Customer D /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A* 1,593 +Customer E /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A* 1,416 +* The corresponding revenue of the customer is not disclosed as the revenue individually did not account +for 10% or more of the Group’s revenue during the respective period. +5. REVENUE +An analysis of revenue is as follows: +Revenue from contracts with customers +(a) Disaggregated revenue information +Y ear ended 31 December +2024 2025 +RMB’000 RMB’000 +Types of goods or services +Sales of surgical robots and disposables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,791 12,103 +Technical services /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–7 5 +1,791 12,178 +Timing of revenue recognition /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Transferred at a point in time /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,791 12,178 +1,791 12,178 +APPENDIX I ACCOUNTANTS’ REPORT +– I-24 – + + +--- page 331 --- +(b) Performance obligations +Sales of surgical robots and disposables +The performance obligation is satisfied upon delivery and acceptance of the surgical robots and +disposables and payment is generally due within 30 to 180 days from delivery and acceptance, except for new +customers, where payment in advance is normally required. +Technical services +The performance obligation is satisfied upon delivery and acceptance of the technical report and +payment is generally due within 30 to 180 days from delivery and acceptance, except for new customers, where +payment in advance is normally required. +As the original expected duration of the contracts from customers of the Group is within one year or +less, the Group applies the practical expedient of not disclosing the transaction price allocated to the remaining +performance obligation. +6. OTHER INCOME AND GAINS +An analysis of other income and gains is as follows: +Y ear ended 31 December +2024 2025 +RMB’000 RMB’000 +Other income +Government grants* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,904 42,560 +Bank interest income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100623 473 +Investment income from financial products /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100695 2,377 +Interest income arising from loan to a related party /H1100/H1100/H1100/H1100/H1100/H1100–4 +Interest income arising from revenue contracts containing +financing component /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–1 2 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 49 +Total other income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,233 45,475 +Gains +Gain on termination of a lease contract /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031 4 +Total gains /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031 4 +Total other income and gains /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,264 45,479 +* The government grants mainly represent subsidies received from the government that relate to expenses. When +all attaching conditions and requirements are complied with, government grants are released to profit or loss +either over the periods that the expenses for which they are intended to compensate are expensed. +7. FINANCE COSTS +An analysis of finance costs is as follows: +Y ear ended 31 December +2024 2025 +RMB’000 RMB’000 +Interest on bank and other borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110090 6 +Interest on lease liabilities (note 15) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100504 392 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100594 398 +For the details of Pre-IPO investments, please refer to note 27 to this report. +APPENDIX I ACCOUNTANTS’ REPORT +– I-25 – + + +--- page 332 --- +8. LOSS BEFORE TAX +The Group’s loss before tax is arrived at after charging/(crediting): +Y ear ended 31 December +Notes 2024 2025 +RMB’000 RMB’000 +Cost of inventories sold /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100481 2,821 +Cost of services provided /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–6 3 +Depreciation of property, plant and equipment* /H1100/H1100/H1100/H1100/H110014 4,906 5,494 +Depreciation of right-of-use assets* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 6,927 7,266 +Amortisation of intangible assets* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 819 844 +Research and development costs: +Current year expenditure /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,846 56,874 +Gain on termination of a lease contract /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 (31) (4) +Impairment losses on financial assets and contract +assets, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034 123 +Lease payments not included in the measurement of +lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 144 293 +Loss on disposal of items of property, plant and +equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110070 – +Write-down of inventories to net realisable value /H1100/H1100/H1100/H1100 –2 2 +Share of loss of an associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 161 +Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 16,045 +Employee benefit expenses (including directors’ and +chief executive’s remuneration +(note 9) ): +– Salaries, bonuses, allowances and benefits in kind /H1100/H1100 46,976 51,657 +– Pension scheme contributions** /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,052 4,840 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,028 56,497 +* Included in “cost of sales”, “administrative expenses”, “selling and distribution expenses” and “research +and development expenses” in the consolidated statements of profit or loss and other comprehensive +income. +** There are no forfeited contributions that may be used by the Group as the employer to reduce the +existing level of contributions. +9. DIRECTORS’, CHIEF EXECUTIVE’S AND SUPERVISOR’S REMUNERATION +The remuneration of each of these directors and supervisor as recorded in the financial statements of the Group +is set out below: +Y ear ended 31 December +2024 2025 +RMB’000 RMB’000 +Other emoluments: +Salaries, allowances and benefits in kind /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,207 4,918 +Performance related bonuses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,800 3,290 +Pension scheme contributions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100188 211 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,195 8,419 +APPENDIX I ACCOUNTANTS’ REPORT +– I-26 – + + +--- page 333 --- +(a) Executive directors, non-executive directors, the chief executive and supervisor +Salaries, +allowances and +benefits in kind +Performance +related bonuses +Pension scheme +contributions Total +RMB’000 RMB’000 RMB’000 RMB’000 +Y ear ended 31 December 2024 +Chief executive and +executive directors: +Ms. Cheong Hou Iam (Note (a)) /H1100/H1100 2,022 2,000 47 4,069 +Ms. Chen Miaoping (Note (b)) /H1100/H1100/H1100655 150 47 852 +Mr. Duan Yulong (Note (b)) /H1100/H1100/H1100/H1100/H11003 6–– 3 6 +Mr. Xu Zhongzhao (Note (b)) /H1100/H1100/H1100/H1100–––– +Ms. Guo Jian (Note (b)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100731 500 47 1,278 +Supervisor: +Mr. Chen Xiangqian (Note (d)) /H1100/H1100/H1100763 150 47 960 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,207 2,800 188 7,195 +Salaries, +allowances and +benefits in kind +Performance +related bonuses +Pension scheme +contributions Total +RMB’000 RMB’000 RMB’000 RMB’000 +Y ear ended 31 December 2025 +Chief executive and executive +directors: +Ms. Cheong Hou Iam (Note (a)) /H1100/H1100/H11002,398 2,131 54 4,583 +Ms. Chen Miaoping (Note (b)) /H1100/H1100/H1100/H1100656 150 54 860 +Mr. Duan Yulong (Note (b)) /H1100/H1100/H1100/H1100/H11003––3 +Ms. Guo Jian (Note (b)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100830 566 54 1,450 +Non-executive directors: +Dr. Liu Liang Gang (Note (c)) /H1100/H1100/H1100/H11001 6–– 1 6 +Mr. Ma Jian Ming (Note (c)) /H1100/H1100/H1100/H1100/H11001 6–– 1 6 +Mr. Wu Guan Cheng (Note (c)) /H1100/H1100/H11001 6–– 1 6 +Supervisor: +Mr. Chen Xiangqian (Note (d)) /H1100/H1100/H1100/H1100983 443 49 1,475 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,918 3,290 211 8,419 +Notes: +(a) Ms. Cheong Hou Iam was appointed as a director and the chief executive officer of the Company and +the chairperson of the Board with effect from January 2021. +(b) Ms. Chen Miaoping was appointed as an executive director of the Company with effect from March +2022. Mr. Duan Yulong was appointed as an executive director of the Company with effect from March +2022 to January 2025. Ms. Guo Jian was appointed as an executive director of the Company with effect +from October 2023. Mr. Xu Zhongzhao was appointed as an executive director of the Company with +effect from October 2023 to January 2025. +(c) Dr. Liu Liang Gang was appointed as a non-executive director of the Company with effect from +November 2025. Mr. Ma Jian Ming was appointed a non-executive director of the Company with effect +from November 2025. Mr. Wu Guan Cheng was appointed as a non-executive director of the Company +with effect from November 2025. +(d) Mr. Chen Xiangqian was appointed as a supervisor of the Company with effect from January 2021 and +the Company had dissolved the supervisory committee with effect from November 2025. +APPENDIX I ACCOUNTANTS’ REPORT +– I-27 – + + +--- page 334 --- +10. FIVE HIGHEST PAID EMPLOYEES +The five highest paid employees during the Relevant Periods included four and three directors, or former +supervisor respectively, details of whose remuneration are set out in note 9 above. +Details of the remuneration of the remaining highest paid employees, who are neither a director, chief +executive nor a supervisor of the Group for each of the Relevant Periods are as follows: +Y ear ended 31 December +2024 2025 +RMB’000 RMB’000 +Salaries, allowances and benefits in kind /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100784 1,546 +Performance related bonuses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100150 700 +Pension scheme contributions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066 68 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,000 2,314 +The number of non-director and non-chief executive and non-supervisor highest paid employees whose +remuneration fell within the following bands is as follows: +Y ear ended 31 December +2024 2025 +Number of employees Number of employees +Nil to HK$1,000,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–1 +HK$1,000,001 to HK$1,500,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 +During the Relevant Periods, no highest paid employees waived or agreed to waive any remuneration and no +remuneration was paid by the Group to any of the five highest paid employees as an inducement to join or upon +joining the Group or as compensation for loss of office. +11. INCOME TAX +The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions +in which members of the Group are domiciled and operate. +Chinese mainland +Under the Law of the PRC on Enterprise Income Tax (the “EIT Law”) and Implementation Regulation of the +EIT Law, the Enterprise Income Tax (“EIT”) rate of the PRC subsidiaries was 25% during the Relevant Periods except +for the Company which was subject to tax concession set out below. A preferential tax treatment is available for the +Company which was recognised as a High and New Technology Enterprise in 2023 in Chinese mainland, and a lower +corporate income tax of 15% has been applied since then. A preferential tax treatment is available for True Health +(Guangdong Hengqin) Medical Device Co., Ltd.* ( ॆੰ(ዑೞ)ʮ̡) and True Health (Beijing) +Medical Technology Co., Ltd.* ( ॆੰ(̏ԯ)ʮ̡) which were recognised as High and New +Technology Enterprises in 2024 in Chinese mainland, and a lower corporate income tax of 15% has been applied since +then. The certificate of High and New Technology Enterprise must be renewed every three years and the +above-mentioned entities must re-apply for it every three years. +Pursuant to the Notice on the Preferential Enterprise Income Tax Policies for Enterprises in the Hengqin +Guangdong-Macau In-Depth Cooperation Zone (Cai Shui [2022] No. 19) jointly issued by the Ministry of Finance +and the State Taxation Administration on 25 May 2022 eligible industrial enterprises established in the Hengqin +Guangdong-Macau In-Depth Cooperation Zone (which the Company satisfies) are subject to enterprise income tax +at a reduced rate of 15%. +APPENDIX I ACCOUNTANTS’ REPORT +– I-28 – + + +--- page 335 --- +Macau +The subsidiary incorporated in Macau is subject to Macau profits tax at the rate of 12% on the estimated +assessable profits arising in Macau. No provision for Macau profits tax has been made as the Group had no assessable +profits derived from or earned in Macau during the Relevant Periods. +The income tax expense of the Group for the Relevant Periods is analysed as follows: +Y ear ended 31 December +2024 2025 +RMB’000 RMB’000 +Current income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031 +Deferred tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100-- +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031 +A reconciliation between income tax expenses and loss before tax at applicable tax rates is as follows: +Y ear ended 31 December +2024 2025 +RMB’000 RMB’000 +Loss before tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(92,153) (90,112) +Tax at the statutory tax rate (25%) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(23,039) (22,528) +Effect of different tax rates enacted by local authorities /H1100/H1100/H1100/H11009,245 9,219 +Additional deductible allowance for research and development +expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10,112) (7,425) +Deductible temporary difference and tax losses not +recognised /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,592 19,277 +Losses attributable to an associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–2 4 +Expenses not deductible for tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,317 1,434 +Tax charge at the Group’s effective rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031 +The Group had tax losses in Chinese mainland of RMB442,035,000 and RMB570,667,000 in aggregate as at +31 December 2024 and 2025, respectively, that will expire in one to ten years for offsetting against future taxable +profits of the companies in which the losses arose. +Deferred tax assets have not been recognised in respect of these losses and deductible temporary differences +as they have arisen in the subsidiaries that have been loss-making for some time and it is not considered probable +that taxable profits in foreseeable future will be available against which the tax losses can be utilised. +12. DIVIDENDS +No dividend was paid or declared by the Company during the Relevant Periods. +13. LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY +The calculation of the basic loss per share amounts is based on the loss attributable to ordinary equity holders +of the company and the weighted average number of ordinary shares in issue during the Relevant Periods. The +weighted average number of ordinary shares in issue for the Relevant Periods before the conversion into a joint stock +company was determined by assuming that the paid-in capital had been fully converted into share capital at the same +conversion ratio of 1:1 as upon transformation into a joint stock company on 29 October 2025. +No adjustment has been made to the basic loss per share amounts presented for the Relevant Periods in respect +of a dilution as the Group had no potentially dilutive ordinary shares in issue. +APPENDIX I ACCOUNTANTS’ REPORT +– I-29 – + + +--- page 336 --- +The calculation of basic and diluted loss per share are based on: +Y ear ended 31 December +2024 2025 +Loss: +Loss attributable to ordinary equity holders of the Company, +used in the basic loss per share calculation (RMB’000) /H1100/H1100/H1100(92,156) (90,113) +Shares: +Weighted average number of ordinary shares in issue during +the year, used in the basic loss per share calculation (in +thousand shares) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,101 30,540 +Loss per share attributable to ordinary equity holders of the +Company (expressed in RMB) +– Basic and diluted /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3.82) (2.95) +For the details of Pre-IPO investments, please refer to note 27 to this report. +14. PROPERTY, PLANT AND EQUIPMENT +The Group +Machinery and +equipment +Office +equipment +Motor +vehicles +Electronic +equipment +Leasehold +improvements Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2024 +At 1 January 2024: +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,436 393 193 2,042 2,858 17,922 +Accumulated depreciation /H1100/H1100/H1100(1,799) (222) (65) (952) (1,252) (4,290) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H110010,637 171 128 1,090 1,606 13,632 +At 1 January 2024, net of +accumulated depreciation /H1100/H110010,637 171 128 1,090 1,606 13,632 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,668 3 – 222 1,748 8,641 +Disposal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (76) (632) (708) +Depreciation provided during +the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,160) (106) (38) (603) (999) (4,906) +At 31 December 2024, net of +accumulated depreciation /H1100/H110014,145 68 90 633 1,723 16,659 +At 31 December 2024: +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,104 392 193 2,057 3,974 25,720 +Accumulated depreciation /H1100/H1100/H1100(4,959) (324) (103) (1,424) (2,251) (9,061) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H110014,145 68 90 633 1,723 16,659 +APPENDIX I ACCOUNTANTS’ REPORT +– I-30 – + + +--- page 337 --- +Machinery and +equipment +Office +equipment +Motor +vehicles +Electronic +equipment +Leasehold +improvements Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2025 +At 1 January 2025: +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,104 392 193 2,057 3,974 25,720 +Accumulated depreciation /H1100/H1100/H1100(4,959) (324) (103) (1,424) (2,251) (9,061) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H110014,145 68 90 633 1,723 16,659 +At 1 January 2025, net of +accumulated depreciation /H1100/H110014,145 68 90 633 1,723 16,659 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,835 9 – 694 279 2,817 +Depreciation provided during +the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,815) (52) (37) (465) (1,125) (5,494) +At 31 December 2025, net of +accumulated depreciation /H1100/H110012,165 25 53 862 877 13,982 +At 31 December 2025: +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,939 401 193 2,751 4,253 28,537 +Accumulated depreciation /H1100/H1100/H1100(8,774) (376) (140) (1,889) (3,376) (14,555) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H110012,165 25 53 862 877 13,982 +The Company +Machinery and +equipment +Office +equipment +Motor +vehicles +Electronic +equipment +Leasehold +improvements Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2024 +At 1 January 2024: +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,921 265 193 1,565 272 14,216 +Accumulated depreciation /H1100/H1100/H1100(1,710) (177) (65) (825) (215) (2,992) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H110010,211 88 128 740 57 11,224 +At 1 January 2024, net of +accumulated depreciation /H1100/H110010,211 88 128 740 57 11,224 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,826 – – 103 1,616 5,545 +Disposal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (69) (272) (341) +Depreciation provided during +the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,779) (63) (38) (427) (207) (3,514) +At 31 December 2024, net of +accumulated depreciation /H1100/H110011,258 25 90 347 1,194 12,914 +At 31 December 2024: +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,747 262 193 1,470 1,616 19,288 +Accumulated depreciation /H1100/H1100/H1100(4,489) (237) (103) (1,123) (422) (6,374) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H110011,258 25 90 347 1,194 12,914 +APPENDIX I ACCOUNTANTS’ REPORT +– I-31 – + + +--- page 338 --- +Machinery and +equipment +Office +equipment +Motor +vehicles +Electronic +equipment +Leasehold +improvements Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +31 December 2025 +At 1 January 2025: +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,747 262 193 1,470 1,616 19,288 +Accumulated depreciation /H1100/H1100/H1100(4,489) (237) (103) (1,123) (422) (6,374) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H110011,258 25 90 347 1,194 12,914 +At 1 January 2025, net of +accumulated depreciation /H1100/H110011,258 25 90 347 1,194 12,914 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,205 9 – 328 279 1,821 +Depreciation provided during +the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,088) (13) (37) (218) (596) (3,952) +At 31 December 2025, net of +accumulated depreciation /H1100/H11009,375 21 53 457 877 10,783 +At 31 December 2025: +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,952 271 193 1,798 1,895 21,109 +Accumulated depreciation /H1100/H1100/H1100(7,577) (250) (140) (1,341) (1,018) (10,326) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H11009,375 21 53 457 877 10,783 +As at 31 December 2024 and 2025, there were no pledged property, plant and equipment. +15. LEASES +The Group as a lessee +The Group has lease contracts for various items of buildings and vehicles used in its operations. Buildings +generally have lease terms between 2 and 5 years. Generally, the Group is restricted from assigning and subleasing +the leased assets outside the Group. +(a) Right-of-use assets +The carrying amount of the Group’s right-of-use assets and the movements during the Relevant Periods +are as follows: +The Group +Buildings Vehicles Total +RMB’000 RMB’000 RMB’000 +As at 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,452 178 8,630 +Addition /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,172 600 9,772 +Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,604) (323) (6,927) +Decrease arising from lease term +termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,182) – (1,182) +Reassessment of a lease term arising from +a change in rent /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,664 – 1,664 +As at 31 December 2024 and 1 January +2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,502 455 11,957 +Addition /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100463 254 717 +Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,917) (349) (7,266) +Decrease arising from lease term +termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(521) (146) (667) +Reassessment of a lease term arising from +a change in rent /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,131 – 4,131 +As at 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,658 214 8,872 +APPENDIX I ACCOUNTANTS’ REPORT +– I-32 – + + +--- page 339 --- +The Company +Buildings Vehicles Total +RMB’000 RMB’000 RMB’000 +As at 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,757 178 2,935 +Addition /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,814 600 7,414 +Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,953) (323) (3,276) +Decrease arising from lease term +termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,076) – (1,076) +Reassessment of a lease term arising from +a change in rent /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(300) – (300) +As at 31 December 2024 and 1 January +2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,242 455 5,697 +Addition /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100264 254 518 +Depreciation charge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,252) (349) (3,601) +Decrease arising from lease term +termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(223) (146) (369) +Reassessment of a lease term arising from +a change in rent /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,942 – 2,942 +As at 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,973 214 5,187 +(b) Lease liabilities +The carrying amount of lease liabilities and the movements during the Relevant Periods are as follows: +The Group +As at 31 December +2024 2025 +RMB’000 RMB’000 +Carrying amount at 1 January /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,890 11,668 +New leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,772 717 +Accretion of interest recognised during the year /H1100/H1100/H1100/H1100/H1100504 392 +Lease termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,252) (671) +Reassessment of a lease term arising from a change in +rent /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,664 4,131 +Payments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,910) (7,179) +Carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,668 9,058 +Analysed into: +Current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,361 6,120 +Non-current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,307 2,938 +The Company +As at 31 December +2024 2025 +RMB’000 RMB’000 +Carrying amount at 1 January /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,928 5,312 +New leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,414 518 +Accretion of interest recognised during the year /H1100/H1100/H1100/H1100230 190 +Lease termination /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,140) (363) +Reassessment of a lease term arising from a change in +rent /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(300) 2,942 +Payments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,820) (2,905) +Carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,312 5,694 +Analysed into: +Current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,044 3,432 +Non-current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,268 2,262 +The maturity analysis of lease liabilities is disclosed in note 35 to the Historical Financial Information. +APPENDIX I ACCOUNTANTS’ REPORT +– I-33 – + + +--- page 340 --- +(c) The amounts recognised in profit or loss of the Group in relation to leases are as follows: +The Group +Y ear ended 31 December +2024 2025 +RMB’000 RMB’000 +Depreciation charge of right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,927 7,266 +Interest on lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100504 392 +Gain on termination of a lease contract /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(31) (4) +Expense relating to short-term leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100144 293 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,544 7,947 +The Company +Y ear ended 31 December +2024 2025 +RMB’000 RMB’000 +Depreciation charge of right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,276 3,601 +Interest on lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100230 190 +(Gain)/loss on termination of a lease contract /H1100/H1100/H1100/H1100/H1100/H1100/H1100(25) 6 +Expense relating to short-term leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100128 103 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,609 3,900 +(d) The total cash outflow for leases is disclosed in note 29 to the Historical Financial Information. +16. INTANGIBLE ASSETS +The Group +Software +Intellectual +property Total +RMB’000 RMB’000 RMB’000 +31 December 2024 +At 1 January 2024 +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100350 3,672 4,022 +Accumulated amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(105) (1,810) (1,915) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100245 1,862 2,107 +At 1 January 2024, net of accumulated +amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100245 1,862 2,107 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100123 – 123 +Amortisation provided during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100(85) (734) (819) +At 31 December 2024, net of accumulated +amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100283 1,128 1,411 +At 31 December 2024 +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100473 3,672 4,145 +Accumulated amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(190) (2,544) (2,734) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100283 1,128 1,411 +APPENDIX I ACCOUNTANTS’ REPORT +– I-34 – + + +--- page 341 --- +Software +Intellectual +property Total +RMB’000 RMB’000 RMB’000 +31 December 2025 +At 1 January 2025 +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100473 3,672 4,145 +Accumulated amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(190) (2,544) (2,734) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100283 1,128 1,411 +At 1 January 2025, net of accumulated +amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100283 1,128 1,411 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100219 – 219 +Amortisation provided during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100(109) (735) (844) +At 31 December 2025, net of accumulated +amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100393 393 786 +At 31 December 2025 +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100692 3,672 4,364 +Accumulated amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(299) (3,279) (3,578) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100393 393 786 +The Company +Software +Intellectual +property Total +RMB’000 RMB’000 RMB’000 +31 December 2024 +At 1 January 2024 +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100350 3,291 3,641 +Accumulated amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(105) (1,677) (1,782) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100245 1,614 1,859 +At 1 January 2024, net of accumulated +amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100245 1,614 1,859 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100123 1,736 1,859 +Amortisation provided during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100(84) (775) (859) +At 31 December 2024, net of accumulated +amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100284 2,575 2,859 +At 31 December 2024 +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100473 5,027 5,500 +Accumulated amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(189) (2,452) (2,641) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100284 2,575 2,859 +APPENDIX I ACCOUNTANTS’ REPORT +– I-35 – + + +--- page 342 --- +Software +Intellectual +property Total +RMB’000 RMB’000 RMB’000 +31 December 2025 +At 1 January 2025 +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100473 5,027 5,500 +Accumulated amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(189) (2,452) (2,641) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100284 2,575 2,859 +At 1 January 2025, net of accumulated +amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100284 2,575 2,859 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100219 – 219 +Amortisation provided during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100(109) (1,005) (1,114) +At 31 December 2025, net of accumulated +amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100394 1,570 1,964 +At 31 December 2025 +Cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100692 5,027 5,719 +Accumulated amortisation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(298) (3,457) (3,755) +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100394 1,570 1,964 +17. INVESTMENT IN AN ASSOCIATE +The Group’s shareholding in an associate is held through the Company. Guangdong Kangyuan Hesheng +Medical Technology Co., Ltd. (“ Kangyuan Hesheng ”), which is considered as an immaterial associate of the Group. +The Group and The Company +As at 31 December +2024 2025 +RMB’000 RMB’000 +Share of net assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 239 +As at 31 December 2025, the Company held 40% of the equity voting rights in Kangyuan Hesheng, it has +significant influence over Kangyuan Hesheng as it has the power to participate in the financial and operating policy +decisions of Kangyuan Hesheng. +18. INVENTORIES +The Group +As at 31 December +2024 2025 +RMB’000 RMB’000 +Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,921 18,183 +Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,767 22,436 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,688 40,619 +As at 31 December 2024, no provision is made for inventories. As at 31 December 2025, the amount of +inventories was net of a write-down of RMB22,000. +APPENDIX I ACCOUNTANTS’ REPORT +– I-36 – + + +--- page 343 --- +The Company +As at 31 December +2024 2025 +RMB’000 RMB’000 +Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,986 15,825 +Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016,014 26,131 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,000 41,956 +As at 31 December 2024, no provision is made for inventories. As at 31 December 2025, the amount of +inventories was net of a write-down of RMB14,000. +19. TRADE RECEIV ABLE/CONTRACT ASSETS +The Group +As at 31 December +2024 2025 +RMB’000 RMB’000 +Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,886 +Less: impairment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 147 +Trade receivables, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,739 +Analysed into: +Current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,580 +Non-current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,159 +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,739 +As at 31 December +2024 2025 +RMB’000 RMB’000 +Contract assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 390 +Less: impairment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–4 +Contract assets, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 386 +Analysed into: +Current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 386 +Non-current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 386 +The Company +As at 31 December +2024 2025 +RMB’000 RMB’000 +Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,588 +Trade receivables from subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,375 42 +Less: impairment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–7 8 +Trade receivables, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,375 2,552 +Analysed into: +Current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,375 2,552 +Non-current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,375 2,552 +APPENDIX I ACCOUNTANTS’ REPORT +– I-37 – + + +--- page 344 --- +As at 31 December +2024 2025 +RMB’000 RMB’000 +Contract assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 390 +Less: impairment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–4 +Contract assets, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 386 +Analysed into: +Current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 386 +Non-current portion /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +Net carrying amount /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 386 +Contract assets are initially recognised for revenue earned from the sale of products as the receipt of +consideration is conditional on successful assurance during the warranty periods. When the warranty period +expires, the amounts recognised as contract assets are reclassified to trade receivables. The increase in contract +assets in Relevant Periods was the result of the increase in the ongoing sale of products at the end of each of +the Relevant Periods. +The non-current portion of trade receivable represented long-term trade receivables that contain +significant financing components, it has been calculated by discounting the expected cashflows from the +receivables using the discount rates that was determined by reference to discount rate that would be reflected +in a separate financing transaction between the Group and the customer at contract inception. The current +portion of long-term trade receivables was presented as trade receivables. As at 31 December 2025, the +long-term receivables are not past due. +An aging analysis of the trade receivables as at the end of each of the Relevant Periods, based on the +transaction date and net of allowance for expected credit losses, is as follows: +The Group +As at 31 December +2024 2025 +RMB’000 RMB’000 +Within 6 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,739 +The Company +As at 31 December +2024 2025 +RMB’000 RMB’000 +Within 6 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,375 2,552 +The movements in the loss allowance for impairment of trade receivables are as follows: +The Group +2024 2025 +RMB’000 RMB’000 +At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +Impairment losses, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 147 +At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 147 +APPENDIX I ACCOUNTANTS’ REPORT +– I-38 – + + +--- page 345 --- +The Company +2024 2025 +RMB’000 RMB’000 +At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +Impairment losses, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–7 8 +At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–7 8 +Set out below is the information about the credit risk exposure on the Group trade receivables using a +provision matrix: +As at 31 December 2025 +Within 6 months +Expected loss rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003.00% +Gross carrying amount (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,886 +Expected credit losses (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100147 +Set out below is the information about the credit risk exposure on the Company trade receivables using +a provision matrix: +As at 31 December 2024 +During the years ended 31 December 2024, the Company estimated that the expected credit loss rate for +trade receivables is minimal. +As at 31 December 2025 +Within 6 months +Expected loss rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003.00% +Gross carrying amount (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,588 +Expected credit losses (RMB’000) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110078 +20. PREPAYMENTS, DEPOSITS AND OTHER RECEIV ABLES +The Group +As at 31 December +2024 2025 +RMB’000 RMB’000 +Non-current: +Prepayment for purchase of equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 228 +Deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,201 577 +Value added tax recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,442 16,282 +11,643 17,087 +Impairment allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(10) (5) +Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,633 17,082 +Current: +Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,330 5,987 +Deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100799 1,085 +Deferred listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,665 +Loans receivable from an associate (note 32) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,004 +Other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,031 2 +8,160 11,743 +Impairment allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(41) (18) +Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,119 11,725 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019,752 28,807 +APPENDIX I ACCOUNTANTS’ REPORT +– I-39 – + + +--- page 346 --- +The Company +As at 31 December +2024 2025 +RMB’000 RMB’000 +Non-current: +Prepayment for purchase of equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 228 +Due from subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,039 +Deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100499 577 +Value added tax recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,389 14,722 +8,888 18,566 +Impairment allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4) (5) +Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,884 18,561 +Current: +Prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,114 4,013 +Due from subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110048,136 68,135 +Deferred listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,665 +Loans receivable from an associate (note 32) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,004 +Deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100125 – +Other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,210 – +52,585 76,817 +Impairment allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(507) (723) +Subtotal /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,078 76,094 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110060,962 94,655 +Except for the loans receivable from an associate which is interest bearing with more details set out in +note 32 to the Historical Financial Information, the other receivables and deposits are interest-free and are not +secured with collateral. +The movements in the loss allowance for impairment of other receivables are as follows: +The Group +2024 2025 +RMB’000 RMB’000 +At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 51 +Impairment losses, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110034 (28) +At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110051 23 +The Company +2024 2025 +RMB’000 RMB’000 +At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100380 511 +Impairment losses, net /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100131 217 +At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100511 728 +As of 31 December 2024 and 2025, the impairment of the other receivables and deposits were measured +based on 12-month expected credit loss if they are not past due and there is no information indicating that the +financial assets had a significant increase in credit risk since initial recognition. Otherwise, they were +measured based on lifetime expected credit loss. There was no recent history of default and past due amounts +for amount due from subsidiaries and loans to associates. As at 31 December 2025 and 2024, the loss allowance +of amounts due from subsidiaries and amount due from associate were assessed to be minimal. +APPENDIX I ACCOUNTANTS’ REPORT +– I-40 – + + +--- page 347 --- +21. CASH AND CASH EQUIV ALENTS +The Group +As at 31 December +2024 2025 +RMB’000 RMB’000 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110083,908 182,394 +Denominated in: +RMB /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110083,873 181,569 +HKD /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–8 3 +MOP /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035 742 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110083,908 182,394 +The Company +As at 31 December +2024 2025 +RMB’000 RMB’000 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,870 162,633 +Denominated in: +RMB /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,870 162,633 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,870 162,633 +The RMB is not freely convertible into other currencies, however, under Chinese mainland’s Foreign +Exchange Control Regulations and Administration of Settlement, and Sale and Payment of Foreign Exchange +Regulations, the Group is permitted to exchange RMB for other currencies through banks authorised to +conduct foreign exchange business. +Cash at banks earns interest at floating rates based on daily bank deposit rates. The bank balances are +deposited with creditworthy banks with no recent history of default. +22. TRADE PAYABLES +The Group +An ageing analysis of the trade payables as at the end of the Relevant Periods, based on the invoice date, +is as follows: +As at 31 December +2024 2025 +RMB’000 RMB’000 +Within 3 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100884 2,783 +Over 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100885 2,784 +APPENDIX I ACCOUNTANTS’ REPORT +– I-41 – + + +--- page 348 --- +The Company +An ageing analysis of the trade payables as at the end of the Relevant Periods, based on the invoice date, +is as follows: +As at 31 December +2024 2025 +RMB’000 RMB’000 +Within 3 months /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100686 4,954 +Over 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–1 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100686 4,955 +The trade payables are non-interest-bearing and are normally settled on terms of 30 to 180 days. +23. OTHER PAYABLES AND ACCRUALS +The Group +As at 31 December +2024 2025 +RMB’000 RMB’000 +Payroll payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,282 11,356 +Loan from a director (note 32) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100976 – +Loan from a director’s family member (note 32) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100273 – +Other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100954 1,203 +Accrued listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,508 +Other tax payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,649 1,003 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,134 17,070 +The Company +As at 31 December +2024 2025 +RMB’000 RMB’000 +Payroll payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,837 8,040 +Other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100813 1,057 +Accrued listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 3,508 +Other tax payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,239 550 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,889 13,155 +24. CONTRACT LIABILITIES +The Group +As at 31 December +2024 2025 +RMB’000 RMB’000 +Advanced receipts from customers for sales of surgical +robots /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,230 4,141 +APPENDIX I ACCOUNTANTS’ REPORT +– I-42 – + + +--- page 349 --- +The Company +As at 31 December +2024 2025 +RMB’000 RMB’000 +Advanced receipts from customers for sales of surgical +robots /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,230 4,044 +25. DEFERRED TAX +The Group +The movements in deferred tax liabilities and assets during the Relevant Periods are as follows: +Deferred tax assets +Tax losses Lease liabilities Total +RMB’000 RMB’000 RMB’000 +As at 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110041 1,823 1,864 +Credited to profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030 16 46 +As at 31 December 2024 and 1 January 2025 /H1100/H1100/H1100 71 1,839 1,910 +Credited/(charged) to profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014 (568) (554) +As at 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110085 1,271 1,356 +Deferred tax liabilities +Right-of-use assets +RMB’000 +As at 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,864 +Charged to profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110046 +As at 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,910 +Credited to profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(554) +As at 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,356 +For presentation purposes, certain deferred tax assets and liabilities have been offset in the statement of +financial position. The following is an analysis of the deferred tax balances of the Group for financial reporting +purposes: +As at 31 December +2024 2025 +RMB’000 RMB’000 +Net deferred tax assets recognised in the consolidated +statement of financial position /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +Net deferred tax liabilities recognised in the consolidated +statement of financial position /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +APPENDIX I ACCOUNTANTS’ REPORT +– I-43 – + + +--- page 350 --- +The Company +The movements in deferred tax liabilities and assets during the Relevant Periods are as follows: +Deferred tax assets +Tax losses Lease liabilities Total +RMB’000 RMB’000 RMB’000 +As at 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001 439 440 +Credited to profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110057 358 415 +As at 31 December 2024 and 1 January 2025 /H1100/H1100/H1100 58 797 855 +Charged to profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(58) (19) (77) +As at 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 778 778 +Deferred tax liabilities +Right-of-use assets +RMB’000 +As at 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100440 +Charged to profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100415 +As at 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100855 +Credited to profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(77) +As at 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100778 +For presentation purposes, certain deferred tax assets and liabilities have been offset in the statement of +financial position. The following is an analysis of the deferred tax balances of the Company for financial reporting +purposes: +As at 31 December +2024 2025 +RMB’000 RMB’000 +Net deferred tax assets recognised in the consolidated +statement of financial position /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +Net deferred tax liabilities recognised in the consolidated +statement of financial position /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +26. DEFERRED INCOME +The Group +As at 31 December +2024 2025 +RMB’000 RMB’000 +Government grants /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 8,204 +APPENDIX I ACCOUNTANTS’ REPORT +– I-44 – + + +--- page 351 --- +The movements in deferred income for the Relevant Periods are as follows: +As at 31 December +2024 2025 +RMB’000 RMB’000 +At beginning of year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,092 6 +Grants received during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,818 50,758 +Released to profit or loss during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(31,904) (42,560) +At end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 8,204 +The Company +As at 31 December +2024 2025 +RMB’000 RMB’000 +Government grants /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 8,037 +The movements in deferred income for the Relevant Periods are as follows: +As at 31 December +2024 2025 +RMB’000 RMB’000 +At beginning of year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,092 6 +Grants received during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030,704 15,619 +Released to the statement of profit or loss during the year /H1100/H1100/H1100(31,790) (7,588) +At end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006 8,037 +The grants are related to the subsidies received from the government for the purpose of compensation for +expenses arising from research activities and clinical trials, award for the new project development incurred on +certain projects. +27. PAID-IN CAPITAL/SHARE CAPITAL +Share capital +A summary of movements in the share capital is as follows: +Number of shares +in issue Share Capital +’000 RMB’000 +As at 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– +Issue of ordinary shares upon conversion into a joint stock +company of RMB1 each /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032,082 32,082 +As at 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032,082 32,082 +APPENDIX I ACCOUNTANTS’ REPORT +– I-45 – + + +--- page 352 --- +Paid-in capital +Paid-in capital +RMB’000 +As at 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023,545 +Capital contribution by shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,153 +As at 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024,698 +Capital contribution by shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,384 +Conversion into a joint stock company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(32,082) +As at 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– +On 29 October 2025, the Company converted into a joint stock company with limited liability under the +Company Law of the PRC. The net assets of the Company as of the conversion base date were converted into +32,082,303 ordinary shares at RMB1.0 each and issued to the then shareholders of the Company in proportion to their +capital contribution. +Pursuant to the shareholders agreements entered into between the Company and its shareholders (collectively +the “Agreements”), the Company issued 13,388,227 ordinary shares (representing the number of shares after +conversion into a joint stock company) to certain shareholders (collectively the “Pre-IPO Investors”) for a total net +cash proceed of approximately RMB640.0 million (collectively the “Pre-IPO Investments”). Pursuant to the +Agreements, the Pre-IPO Investors were granted by the Company with special rights (“Special Rights”) which +included redemption rights and joint and several liability assumed by the Company pertaining to redemption +obligation of controlling shareholders. +There was no exercise of Special Rights granted by the Company throughout the Relevant Periods. +From May 2025 to November 2025, the Company and the Pre-IPO Investors subsequently entered into +supplemental agreements, agreeing that certain of the Special Rights granted by the Company to Pre-IPO investors, +including redemption rights and joint and several liability assumed by the Company pertaining to redemption +obligation of controlling shareholders, have been irrevocably terminated and shall be void ab initio. Taking into +account the legal and regulatory framework of the Company’s jurisdiction and the governing law of the supplemental +agreements, the directors considered that it is appropriate to present the Pre-IPO Investments as equity throughout +the Relevant Periods. +Had the Special Rights granted by the Company to the Pre-IPO Investors been accounted for as financial +liabilities measured at present value of the redemption amount prior to entering into the supplemental agreements, +(i) the redemption financial liabilities, total current liabilities, net current (liabilities)/assets and net (deficits)/assets +would have been: +As at 31 December +2024 2025 +RMB’000 RMB’000 +Redemption financial liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100499,590 – +Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100524,202 30,116 +Net current (liabilities)/assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(410,487) 208,588 +Net (deficits)/assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(374,140) 239,566 +(ii) the finance costs associated with the redemption financial liabilities, the total net losses, basic and dilutive +loss per share would have been: +Y ear ended 31 December +2024 2025 +RMB’000 RMB’000 +Finance costs associated with the redemption financial +liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,605 45,316 +Total net losses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(127,761) (135,429) +Basic and dilutive loss per share (RMB per share) /H1100/H1100/H1100/H1100/H1100/H1100/H1100(5.30) (4.43) +APPENDIX I ACCOUNTANTS’ REPORT +– I-46 – + + +--- page 353 --- +28. RESERVES +The Group +The amounts of the Group’s reserves and the movements therein for the Relevant Periods are presented in the +consolidated statements of changes in equity. +For the details of Pre-IPO investments, please refer to note 27 to this report. +Capital reserves +The capital reserves account represents the amount paid by shareholders for capital injection in excess of the +par value of the ordinary shares subscribed and the excess of the net assets of the Company converted over nominal +value of the shares upon the completion of the Company’s conversion into a joint stock company. +The amounts of the Group’s capital reserves and other reserves and the movements therein for the Relevant +Periods are presented in the consolidated statements of changes in equity. +Foreign currency translation reserve +The foreign currency translation reserve represents exchange differences arising from the translation of the +financial statements of foreign operations whose functional currencies are different from the Group’s presentation +currency. +The Company +Capital reserves +Accumulated +losses Total +RMB’000 RMB’000 RMB’000 +At 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100559,325 (407,123) 152,202 +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (59,230) (59,230) +Capital contribution by shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110074,705 – 74,705 +At 31 December 2024 and 1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100634,030 (466,353) 167,677 +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (76,324) (76,324) +Capital contribution by shareholders /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100196,956 – 196,956 +Conversion into a joint stock company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(467,155) 467,155 – +At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100363,831 (75,522) 288,309 +29. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS +(a) Major non-cash transactions +During the years ended 31 December 2024 and 2025, the Group had non-cash additions to right-of-use assets +of RMB9,772,000 and RMB717,000, and non-cash additions to lease liabilities of RMB9,772,000 and RMB717,000 +respectively, in respect of lease arrangements for office premises. +APPENDIX I ACCOUNTANTS’ REPORT +– I-47 – + + +--- page 354 --- +(b) Changes in liabilities arising from financing activities +Lease +liabilities Bank loans +Loans from a +director and +director’s +family +member Total +RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,890 – – 8,890 +Changes from financing cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,910) (7) 1,166 (6,751) +New leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,772 – – 9,772 +Interest expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100504 7 83 594 +Reassessment of a lease term arising from a +change in rent /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,664 – – 1,664 +Termination of leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,252) – – (1,252) +At 31 December 2024 and +1 January 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,668 – 1,249 12,917 +Changes from financing cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(7,179) – (1,255) (8,434) +Reassessment of a lease term arising from a +change in rent /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,131 – – 4,131 +New leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100717 – – 717 +Termination of leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(671) – – (671) +Interest expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100392 – 6 398 +At 31 December 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,058 – – 9,058 +(c) Total cash outflow for leases +The total cash outflows for leases included in the consolidated statements of cash flows are as follows: +Y ear ended 31 December +2024 2025 +RMB’000 RMB’000 +Within operating activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100144 293 +Within financing activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,910 7,179 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,054 7,472 +30. PLEDGE OF ASSETS +There was no pledge of assets as at the end of each of the Relevant Periods. +31. COMMITMENTS +There were no significant contractual commitments as at the end of each of the Relevant Periods. +32. RELATED PARTY TRANSACTIONS +Related party during the Relevant Periods was as follows: +(a) Names and relationships of the related parties: +Name Relationship +Ms. Cheong Hou Iam /H1100/H1100/H1100/H1100/H1100/H1100/H1100Chief executive and executive director +Mr. Zhang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Family member of a director +Guangdong Kangyuan Hesheng +Medical Technology Co., Ltd /H1100 +An associate company +APPENDIX I ACCOUNTANTS’ REPORT +– I-48 – + + +--- page 355 --- +(b) Transaction with a related party: +Y ear ended 31 December +2024 2025 +RMB’000 RMB’000 +Rendering service to an associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–7 5 +Interest income from loan to an associate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–4 +Unutilized bank facility of the Group in the amount of RMB15,000,000 as of 31 December 2024 was +guaranteed by Ms. Cheong Hou Iam and the guarantee was released in July 2025. +The directors consider that the rendering of services to the related party were based on commercial +negotiation between the Group and the related party. +Pursuant to the Series B+ shareholders agreements entered into between the Company and its +shareholders, although the Company is not the primary repurchase obligor of redemption rights, the Company +agreed to assume joint and several liability for the payment obligations of the controlling shareholders in +respect of (i) the repurchase price payable upon valid exercise of the redemption rights, and (ii) any default +interest payable for delayed payment. Save for the aforementioned joint and several liability for the payment +obligations of the controlling shareholders, the Directors confirms that (a) no guarantee has been provided by +the Company in respect of such redemption rights; (b) no side agreements in relation to such redemption rights; +and (c) as the Company has no obligation to such arrangements, no liability in respect of such redemption +rights has been recorded in respect of such rights during the Track Record Period. +The Joint and several liability assumed by the Company pertaining to redemption obligation of +controlling shareholders have been irrevocably terminated and shall be void ab initio as detailed in note 27 to +this report. +(c) Outstanding balances with related parties: +The Group +Y ear ended 31 December +2024 2025 +RMB’000 RMB’000 +Related party: +Other payables and accruals: +Loan from Ms. Cheong Hou Iam /H1100/H1100/H1100/H1100/H1100Non-trade 976 – +Loan from a director’s family member /H1100Non-trade 273 – +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,249 – +Other receivables: +Loan to an associate company /H1100/H1100/H1100/H1100/H1100/H1100/H1100Non-trade – 1,004 +Trade receivables: +Service to an associate company /H1100/H1100/H1100/H1100/H1100Trade – 80 +During the year ended 31 December 2024, Ms. Cheong Hou Iam, a director of the Group, provided a +loan to the Group amounting to MOP1,000,000 at an interest rate of 12% per annum. During the year ended +31 December 2024, Mr. Zhang, a director’s family member of the Group provided a loan to the Group +amounting to MOP300,000 at an interest rate of 12% per annum. The payables to the above-related parties +were both settled in 2025. During the year ended 31 December 2025, the group provided a one-year term loan +to Guangdong Kangyuan Hesheng Medical Technology Co., Ltd, an associate company amounting to +RMB1,000,000 at an interest rate of 3% per annum, and the loan is expected to be settled before the listing. +All Group’s non-trade balances with related parties will be settled before listing. +APPENDIX I ACCOUNTANTS’ REPORT +– I-49 – + + +--- page 356 --- +(d) Compensation of key management personnel of the Group +Further details of directors’, supervisor’s and the chief executive’s emoluments are included in note 9 +to the Historical Financial Information. +33. FINANCIAL INSTRUMENTS BY CATEGORY +The carrying amounts of each of the categories of financial instruments as at the end of the Relevant Periods +are as follows: +The Group +Financial assets +As at 31 December +2024 2025 +RMB’000 RMB’000 +Financial assets at amortised cost +Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100- 4,739 +Financial assets included in prepayments, deposits and other +receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,980 2,645 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110083,908 182,394 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110089,888 189,778 +Financial liabilities +As at 31 December +2024 2025 +RMB’000 RMB’000 +Financial liabilities at amortised cost +Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100885 2,784 +Financial liabilities included in other payables and accruals /H1100/H1100 2,203 4,711 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,668 9,058 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,756 16,553 +For the details of Pre-IPO investments, please refer to note 27 to this report. +The Company +Financial assets +As at 31 December +2024 2025 +RMB’000 RMB’000 +Financial assets at amortised cost +Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,375 2,552 +Financial assets included in prepayments, deposits and other +receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,459 75,692 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049,870 162,633 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100102,704 240,877 +APPENDIX I ACCOUNTANTS’ REPORT +– I-50 – + + +--- page 357 --- +Financial liabilities +As at 31 December +2024 2025 +RMB’000 RMB’000 +Financial liabilities at amortised cost +Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100686 4,955 +Financial liabilities included +in other payables and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100813 4,565 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,312 5,694 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,811 15,214 +34. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS +Management has assessed that the fair values of cash and cash equivalents, financial assets included in +prepayments, deposits and other receivables, trade payables, and financial liabilities included in other payables and +accruals approximate to their carrying amounts largely due to the short-term maturities of these instruments. The fair +values of the other non-current financial assets and financial liabilities have been calculated by discounting the +expected future cash flows using rates currently available for instruments with similar terms, credit risk and +remaining maturities. +The Group’s finance department headed by the finance manager is responsible for determining the policies and +procedures for the fair value measurement of financial instruments. At the end of each of the Relevant Periods, the +finance department analyses the movements in the values of financial instruments and determines the major inputs +applied in the valuation. The valuation is reviewed and approved by the chief financial officer. +The fair values of the financial assets and liabilities are included at the amount at which the instrument could +be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following +methods and assumptions were used to estimate the fair values: +The Group invests in unlisted investments, which represent wealth management products issued by banks in +Chinese mainland. The Group has estimated the fair value of these unlisted investments by using a discounted cash +flow valuation model based on the market interest rates of instruments with similar terms and risks. +The fair values of the financial assets and liabilities are included at the amount at which the instrument could +be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. +35. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES +Credit risk +The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all +customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable +balances are monitored on an ongoing basis and the Group’s exposure to bad debts is not significant. For transactions +that are not denominated in the functional currency of the relevant operating unit, the Group does not offer credit +terms without the specific approval of the head of credit control. +The Group’s exposure to credit risk arising from cash and cash equivalents is limited and remote because the +counterparties are state-owned banks or reputable commercial banks for which the Group considers having +immaterial credit risk. +The Group’s credit risk is primarily attributable to other receivables. Management has assessed that during the +Relevant Periods, other receivables did not have significant increase in credit risk since initial recognition. Thus, a +12-month expected credit loss approach that results from possible default events within 12 months of each reporting +date is adopted by management. +APPENDIX I ACCOUNTANTS’ REPORT +– I-51 – + + +--- page 358 --- +Maximum exposure and year-end staging +The tables below show the credit quality and the maximum exposure to credit risk based on the Group’s credit +policy, which is mainly based on past due information unless other information is available without undue cost or +effort, and year-end staging classification as at the end of each of the Relevant Periods. +The Group +As at 31 December 2024 +12-month ECLs Lifetime ECLs +Stage 1 Stage 2 Stage 3 +Simplified +approach Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Financial assets included +in prepayments, other +receivables and other +assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,031––– 6,031 +Cash and cash +equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110083,90 8––– 83,908 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110089,93 9––– 89,939 +As at 31 December 2025 +12-month ECLs Lifetime ECLs +Stage 1 Stage 2 Stage 3 +Simplified +approach Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Trade receivables /H1100/H1100/H1100/H1100/H1100/H1100– – – 4,886 4,886 +Financial assets included +in prepayments, other +receivables and other +assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,668––– 2,668 +Contract assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – 390 390 +Cash and cash +equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100182,39 4––– 182,394 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100185,062 – – 5,276 190,338 +Liquidity risk +The Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management +of the Group to finance the operations and mitigate the effects of fluctuations in cash flows. +The maturity profile of the Group’s financial liabilities as at the end of each of the Relevant Periods, based +on the contractual undiscounted payments, is as follows: +As at 31 December 2024 +Within 1 year 1 to 5 years Total +RMB’000 RMB’000 RMB’000 +Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100885 – 885 +Financial liabilities included in other payables +and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,203 – 2,203 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,699 5,769 12,468 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,787 5,769 15,556 +APPENDIX I ACCOUNTANTS’ REPORT +– I-52 – + + +--- page 359 --- +As at 31 December 2025 +Within 1 year 1 to 5 years Total +RMB’000 RMB’000 RMB’000 +Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,784 – 2,784 +Financial liabilities included in other payables +and accruals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,711 – 4,711 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,301 3,011 9,312 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013,796 3,011 16,807 +Foreign currency risk +The management believe the exchange risk of foreign currency is not significant as the majority of business +transactions are conducted in Chinese mainland and all domestic transactions are denominated in RMB. +Capital management +The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as +a going concern and to maintain healthy capital ratios in order to support its business and maximise shareholders’ +value. +The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions +and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Group may adjust +the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group is not subject +to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for +managing capital during the Relevant Periods. +36. EVENTS AFTER THE REPORTING PERIOD +No significant events have occurred to the Company, or the Group or any of the companies now comprising +the Group in respect of any period subsequent to 31 December 2025. +37. SUBSEQUENT FINANCIAL STATEMENTS +No audited financial statements have been prepared by the Company, the Group or any of the companies now +comprising the Group in respect of any period subsequent to 31 December 2025. +APPENDIX I ACCOUNTANTS’ REPORT +– I-53 – + + +--- page 360 --- +The following information does not form part of the Accountants’ Report from Ernst & +Young, Certified Public Accountants, Hong Kong, the Company’ s reporting accountants, as set +out in Appendix I to this Document, and is included herein for information purpose only. The +unaudited pro forma financial information should be read in conjunction with the section +headed “Financial Information” in this Document and the Accountants’ Report set out in +Appendix I to this Document. +A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET +TANGIBLE ASSETS +The following unaudited pro forma adjusted consolidated net tangible assets of the Group +prepared in accordance with Rule 4.29 of the Rules Governing the Listing of Securities on the +Stock Exchange of Hong Kong Limited and with reference to Accounting Guideline 7 +Preparation of Pro Forma Financial Information for inclusion in Investment Circulars issued +by the Hong Kong Institute of Certified Public Accountants for illustration purposes only, and +is set out here to illustrate the effect of the Global Offering on the consolidated net tangible +assets of the Group attributable to owners of the Company as if the Global Offering had taken +place on 31 December 2025. +The unaudited pro forma statement of adjusted consolidated net tangible assets of the +Group has been prepared for illustrative purpose only and, because of its hypothetical nature, +it may not give a true picture of the consolidated net tangible assets of the Group to owners +of the Company had the Global Offering been completed as of 31 December 2025 or as at any +future dates. +Consolidated +net tangible +assets of +the Group +attributable to +owners of the +Company as at +31 December +2025 +Estimated +net proceeds +from the +Global Offering +Unaudited pro +forma adjusted +consolidated net +tangible assets +attributable to +owners of the +Company as at +31 December +2025 +Unaudited pro forma +adjusted consolidated net +tangible assets per Share +attributable to owners of the +Company as at 31 December +2025 +RMB’000 RMB’000 RMB’000 RMB HK$ +(Note 1) (Note 2) (Note 3) (Note 4) +Based on Offer Price of +HK$119.30 per Share /H1100/H1100238,780 329,680 568,460 15.95 18.35 +Based on Offer Price of +HK$135.40 per Share /H1100/H1100238,780 376,821 615,601 17.27 19.87 +Notes: +1. The consolidated net tangible assets of the Group attributable to owners of the Company as at 31 +December 2025 is arrived at after deducting intangible assets of RMB786,000 from net assets +attributable to owners of the Company as at 31 December 2025 of RMB239,566,000 set out in the +Accountants’ Report in Appendix I to this Prospectus. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-1 – + + +--- page 361 --- +2. The estimated net proceeds from the Global Offering are based on estimated offer prices of HK$119.30 +and HK$135.40 per Share after deduction of the underwriting fees and other related expenses payable +by the Company (excluding the listing expenses that have been charged to profit or loss during the Track +Record Period) and do not take into account any share which may be sold and offered upon exercise of +the Over-allotment Option. +3. The unaudited pro forma adjusted consolidated net tangible assets per Share is calculated based on +35,647,003 Shares in issue assuming the Global Offering had been completed on 31 December 2025. +4. The unaudited pro forma adjusted consolidated net tangible assets per Share is converted into Hong +Kong dollars at an exchange rate of HK$1.00 to RMB1.1504 prevailing on the Latest Practicable Date. +5. No other adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets +to reflect any trading results or other transactions of the Group entered into subsequent to 31 December +2025. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-2 – + + +--- page 362 --- +B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE +COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION +⭰㰟㛪姯⸒Ṳ⋀㈧ +榀㸖毩歁㵳勘䙮怺 979噆 +⤑⏋✱ᷧ⺎27㧺 +Tel 曢婘: +852 2846 9888 +Fax ₚ䜆: +852 2868 4432 +ey.com +Ernst & Young +27/F, One Taikoo Place +979 King’s Road +Quarry Bay, Hon +g Kong +To the Directors of True Health Medical Technology Development Co., Ltd. +We have completed our assurance engagement to report on the compilation of unaudited +pro forma financial information of True Health Medical Technology Development Co., Ltd. +(the “Company”) and its subsidiaries (hereinafter collectively referred to as the “Group”) by +the directors of the Company (the “Directors”) for illustrative purposes only. The unaudited pro +forma financial information consists of the unaudited pro forma consolidated net tangible +assets as at 31 December 2025, and related notes as set out on pages II-1 to II-2 of the +prospectus dated 22 June 2026 issued by the Company (the “Unaudited Pro Forma Financial +Information”). The applicable criteria on the basis of which the Directors have compiled the +Unaudited Pro Forma Financial Information are described in Part A of Appendix II to the +Prospectus. +The Unaudited Pro Forma Financial Information has been compiled by the Directors to +illustrate the impact of the global offering of shares of the Company on the Group’s financial +position as at 31 December 2025 as if the transaction had taken place at 31 December 2025. +As part of this process, information about the Group’s financial position has been extracted by +the Directors from the Group’s financial statements for the year ended 31 December 2025, on +which an accountants’ 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 Rule 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 (“AG”) 7 Preparation of Pro Forma Financial Information for Inclusion +in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (the +“HKICPA”). +Our independence and quality management +We have complied with the independence and other ethical requirements of the Code of +Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental +principles of integrity, objectivity, professional competence and due care, confidentiality and +professional behavior. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-3 – + + +--- page 363 --- +Our firm applies Hong Kong Standard on Quality Management 1 Quality Management for +Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related +Services Engagements which requires the firm to design, implement and operate a system of +quality management including policies or procedures regarding compliance with ethical +requirements, professional standards and applicable legal and regulatory requirements. +Reporting accountants’ responsibilities +Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the +Listing Rules, on the 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 accountants plan and perform procedures to obtain reasonable assurance +about whether the Directors have compiled the Unaudited Pro Forma Financial Information in +accordance with Rule 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 the Unaudited Pro Forma Financial Information included in the +Prospectus is solely to illustrate the impact of the global offering of shares of the Company on +unadjusted financial information of the Group as if the transaction had been undertaken at an +earlier date selected for purposes of the illustration. Accordingly, we do not provide any +assurance that the actual outcome of the transaction would have been as presented. +A reasonable assurance engagement to report on whether the 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 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. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-4 – + + +--- page 364 --- +The procedures selected depend on the reporting accountants’ judgment, having regard to +the reporting accountants’ understanding of the nature of the Group, the transaction in respect +of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant +engagement circumstances. +The engagement also involves evaluating the overall presentation of the Unaudited Pro +Forma Financial Information. +We believe that the evidence we have obtained is sufficient and appropriate to provide a +basis for our opinion. +Opinion +In our opinion: +(a) the Unaudited Pro Forma Financial Information has been properly compiled on the +basis stated; +(b) such basis is consistent with the accounting policies of the Group; and +(c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma +Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing +Rules. +Ernst & Y oung +Certified Public Accountants +Hong Kong +22 June 2026 +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-5 – + + +--- page 365 --- +TAXATION OF SECURITY HOLDERS +Holders of H Shares are subject to the taxation of income and capital gains according to +the laws and practices of the PRC and of jurisdictions in which holders of H Shares are +domiciled or otherwise subject to tax. The following summary of certain relevant taxation +provisions is based on current effective laws and practices, and no predictions are made about +changes or adjustments to relevant laws or policies, and therefore the following summary does +not constitute any comments or suggestions. The discussion has no intention to cover all +possible tax consequences resulting from the investment in H Shares, nor does it take the +specific circumstances of any particular investor into account. Accordingly, you should consult +your own tax advisor regarding the tax consequences of an investment in H Shares. The +discussion is based upon laws and relevant interpretations in effect as of the date of the Latest +Practicable Date, which is subject to change or adjustment and may have retrospective effect. +No issues on PRC or Hong Kong taxation other than income tax, capital profit tax, +value-added tax, stamp duty and estate duty were referred in the discussion. Prospective +investors should consult their tax advisors regarding the PRC, Hong Kong and other tax +consequences of owning and disposing of H Shares. +TAXATION IN CHINESE MAINLAND +Taxation on Dividends +Individual Investors +Pursuant to the Individual Income Tax Law of the PRC ( +) (the “Income Tax Law”), which was last amended by the Standing Committee of the NPC +on August 31, 2018 and came into effect on January 1, 2019 and the Implementation Provisions +of the Individual Income Tax Law of the PRC (ૢԷ), +which was amended by the State Council on December 18, 2018 and came into effect on +January 1, 2019, dividends distributed by PRC domestic companies to individual investors are +subject to withholding tax levied at a flat rate of 20%. For foreign individuals who are not +residents of China, dividends received from a Chinese enterprise are generally taxed at 20%, +unless there are specific exemptions granted by the State Council’s tax authority or reductions +under an applicable tax treaty. Meanwhile, according to the Notice on Issues Relating to +Differentiated Individual Income Tax Policies for Dividends and Bonuses of Listed Companies +() promulgated jointly by +the MOF, the SAT and the CSRC on September 7, 2015 and effective from September 8, 2015, +for shares of listed companies obtained by individuals from public offerings or transferring +markets and held for more than one year, the income from dividends and bonuses thereof shall +temporarily be exempt from individual income tax. For individuals who acquire the shares of +a listed company from public offerings or transferring markets, all the income from dividends +and bonuses shall be included into the taxable amounts in case the holding period is less than +one month (inclusive of one month); 50% thereof will be included into the taxable amounts in +case the holding period is over one month but less than one year (inclusive of one year) +temporarily; a unified tax rate at 20% shall be applicable to the aforesaid incomes in the levy +of individual income tax. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-1 – + + +--- page 366 --- +According to the Notice on the Management of Personal Income Tax Administration after +the Abolition of Guo Shui Fa (1993) No. 045 Document (Guo Shui Han [2011] No. 348) +(೯[1993]045(Ռ[2011]348)) +issued by the SAT on June 28, 2011 and came into effect on the same day, when a domestic +non-foreign-invested enterprise lists its shares in Hong Kong, its individual shareholders, as +foreign residents, can claim relevant preferential tax treatment pursuant to the provisions in the +tax treaty entered into between the country where their residential identity belongs and the PRC +and in the tax arrangements between Chinese Mainland and Hong Kong (Macau). When +dividends and bonuses are distributed by a domestic non-foreign-invested enterprise that lists +its shares in Hong Kong, individual income taxes thereof are generally withheld and paid at the +tax rate of 10% with no need to file any application. For residents obtaining dividends and +bonuses, whose countries or regions have not entered into any tax treaty with the PRC or are +under other situations, withholding agents shall withhold and pay the individual income taxes +at the tax rate of 20% when the dividends and bonuses are distributed. +Enterprise Investors +According to the Enterprise Income Tax Law of the PRC ( +) (the “EIT Law”), which was promulgated by the NPC on March 16, 2007, was last +amended on December 29, 2018 and came into effect on the same day, and the Implementing +Rules of the Enterprise Income Law of the PRC (ૢԷ) +which was promulgated by the State Council on December 6, 2007, was last amended on +December 6, 2024 and came into effect on January 20, 2025, a corporate income tax rate of +25% is applicable. A non-resident enterprise is generally subject to enterprise income tax at a +rate of 10% on PRC-sourced income (including dividends received from a PRC resident +enterprise), if it does not have an establishment or premise in the PRC or has an establishment +or premise in the PRC but its PRC-sourced income has no real connection with such +establishment or premise. The aforesaid income tax payable by non-resident enterprises is +deducted at source, where the payer should be the withholding agent, and the tax amount is +required to be withheld from the amount to be paid by the withholding agent. +According to the Circular on Issues relating to the Withholding of Enterprise Income Tax +by PRC Resident Enterprises on Dividends Paid to Overseas Non-Resident Enterprise +Shareholders of H Shares (͏ΆุΣྤ̮H˾ϔ˾ᖮ +), which was issued by the SAT on November 6, 2008 and came +into effect on the same day, a PRC-resident enterprise must withhold enterprise income tax at +a uniform rate of 10% on dividends distributed to overseas non-resident enterprise shareholders +of H Shares in 2008 and any subsequent year. In addition, the Reply of the SAT to Questions +on Levying Enterprise Income Tax on Dividends Derived by Non-resident Enterprise from +Holding Stock such as B Shares (Cai Shui Han[2009] No. 394) (͏Ά +ุ՟BҭᔧৌՌ[2009]394 ), which was issued +by the SAT on July 24, 2009 and came into effect on the same day, further provides that any +PRC resident enterprise that publicly issues and lists shares in or outside the PRC shall +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-2 – + + +--- page 367 --- +withhold enterprise income tax at a rate of 10% on dividends of 2008 and thereafter distributed +to non-resident enterprise shareholders. Such tax rates may be further modified pursuant to the +tax treaty or agreement that the Chinese Government has entered into with a relevant country +or region, where applicable. +Pursuant to the Arrangement between Chinese Mainland and the Hong Kong Special +Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal +Evasion (τર), which +was signed on August 21, 2006, the Chinese Government may levy taxes on the dividends paid +by a Chinese company to Hong Kong residents (including natural persons and legal entities) +in an amount not exceeding 10% of the total dividends payable by the Chinese company. If a +Hong Kong resident directly holds 25% or more of the equity interest in a Chinese company, +then such tax shall not exceed 5% of the total dividends payable by the Chinese company. The +Fifth Protocol of the Arrangement between Chinese Mainland and the Hong Kong Special +Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal +Evasion (֛ +ࣣwhich came into effect on December 6, 2019, adds a criterion for the qualification of +entitlement to enjoy treaty benefits. Although there may be other provisions under the +Arrangement, the treaty benefits under the criteria shall not be granted in the circumstance +where one of the main purposes for the arrangement or transactions which will bring any direct +or indirect benefits under this Arrangement, after taking into account all relevant facts and +conditions, are reasonably deemed to be obtaining such benefits, except when the grant of such +benefits under such circumstance is consistent with relevant objective and goal under the +Arrangement. The application of the dividend clause of tax treaties is subject to the statutory +requirements of PRC tax law documents, such as the Notice of the SAT on the Issues +Concerning the Enforcement of the Dividend Clauses of Tax Treaties (ੂ +). +Tax Treaties +Non-PRC resident investors residing in countries which have entered into treaties for the +avoidance of double taxation with the PRC or residing in Hong Kong or Macau are entitled to +a reduction of the taxes imposed on the dividends received from PRC companies. The PRC +currently has entered into Avoidance of Double Taxation Treaties/Arrangements with a number +of countries and regions including Hong Kong, Macau, Australia, Canada, France, Germany, +Japan, Malaysia, the Netherlands, Singapore, the United Kingdom and the United States. +Non-PRC resident enterprises entitled to preferential tax rates in accordance with the relevant +income tax treaties or arrangements are required to apply to the Chinese tax authorities for a +refund of the withholding tax in excess of the agreed tax rate, and the refund application is +subject to approval by the Chinese tax authorities. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-3 – + + +--- page 368 --- +TAXATION ON SHARE TRANSFER +Income tax +Individual Investors +According to the Individual Income Tax Law (), and its implementation +rules, gains realized on the sale of equity interests in the PRC resident enterprises are subject +to individual income tax at a rate of 20%. +Pursuant to the Circular on Continuing to Temporarily Exempt Individual Income Tax on +Income from the Transfer of Shares by Individuals (ٰ +) issued by the MOF and the SAT on March 30, 1998, +from January 1, 1997, income of individuals from transfer of the shares of listed enterprises +shall continue to be exempted from individual income tax. Pursuant to the Circular on Issues +on Levying Individual Income Tax over the Income Received by Individuals from the Transfer +of Restricted Shares of Listed Company ( +) issued jointly by the MOF, the SAT and the CSRC On December 31, 2009, +any individual’s income from the transfer of listed shares on the Shanghai Stock Exchange and +the Shenzhen Stock Exchange shall continue to be exempted from individual income tax, +except for the relevant shares which are subject to sales restriction (as defined in the +Supplementary Notice of the MOF, the SAT and the CSRC on Issues on Levying Individual +Income Tax over the Income Received by Individuals from the Transfer of Restricted Shares +of Listed Company (ᅄ +) jointly issued by the above-mentioned three authorities +on November 10, 2010). +As of the Latest Practicable Date, no aforesaid provisions had expressly provided that +whether individual income tax shall be levied from non-PRC resident individuals on the +transfer of shares in PRC resident enterprises listed on overseas stock exchanges. +Enterprise Investors +In accordance with the EIT Law and its implementation rules, a non-resident enterprise +is generally subject to enterprise income tax at the rate of a 10% on PRC-sourced income, +including gains derived from the disposal of equity interests in a PRC resident enterprise, if it +does not have an establishment or premise in the PRC or has an establishment or premise in +the PRC but its PRC-sourced income has no real connection with such establishment or +premise. Such income tax payable for non-resident enterprises is deducted at source, where the +payer of the income is required to withhold the income tax from the amount to be paid to the +non-resident enterprise when such payment is made or due. Such tax may be reduced or +exempted pursuant to relevant tax treaties or agreements on avoidance of double taxation. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-4 – + + +--- page 369 --- +V AT and Local Surcharges +Pursuant to the Notice on Fully Implementing the Pilot Reform for the Transition from +Business Tax to Value-added Tax (), which +was implemented on May 1, 2016, entities and individuals engaged in supplying of services in +the PRC are subject to V AT and “engaged in the services sale in the PRC” means that the seller +or buyer of the taxable services is located in the PRC. Transfer of financial products, including +transfer of the ownership of marketable securities, shall be subject to V AT at 6% on the taxable +income (which is the balance of sales price upon deduction of purchase price), for a general +or a foreign V AT payer. However, individuals who transfer financial products are exempt from +VAT. +Pursuant to the foregoing provisions, in the event of the sale or disposal of H shares, if +the holder is a non-resident individual, such holder shall be exempt from the PRC V AT; if the +holder is a non-resident enterprise and the purchaser of H shares is an individual or entity +outside China, such non-resident enterprise may be exempt from the PRC V AT; and if the +purchaser of H shares is an individual or entity within the PRC, such non-resident enterprise +may be subject to the PRC V AT. +Meanwhile, V AT payers are also required to pay urban maintenance and construction tax, +education surtax and local education surcharge, which shall usually be subject to 12% of the +V AT and consumption tax (if any) actually paid. +Shanghai-Hong Kong Stock Connect Taxation Policy +Pursuant to the Notice of the MOF, the SAT and the CSRC on the Tax Policies Related +to the Pilot Program of the Shanghai-Hong Kong Stock Connect (ਕᐼ҅e +) +promulgated on October 31, 2014 and effective on November 17, 2014, for dividends and +bonuses received by individual investors in Chinese Mainland from investing in H shares listed +on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect, the H-share +companies shall apply to China Securities Depository and Clearing Corporation Limited ( ʕ +பʮ̡) (“CSDCC”) for providing the register of individual investors in +Chinese Mainland to the H-share companies and the H-share companies shall withhold +individual income tax at the rate of 20% on behalf of the investors. +The dividends and bonuses obtained by corporate investors in Chinese Mainland from +investing in shares listed on the Stock Exchange through Shanghai-Hong Kong Stock Connect +shall be included in their total income. The enterprise income tax is levied on such income in +accordance with the law. Specifically, enterprise income tax will be exempt according to law +for income from dividends and bonuses obtained by resident enterprises in Chinese Mainland +that hold H Shares for at least 12 consecutive months. The H-share companies listed on the +Hong Kong Stock Exchange shall apply to CSDCC for providing the register of corporate +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-5 – + + +--- page 370 --- +investors in Chinese Mainland to the H-share companies. The H-share companies do not need +to withhold tax on the income from dividends and bonuses obtained by corporate investors in +Chinese Mainland. The tax payable shall be declared and paid by the enterprises themselves. +Pursuant to the Announcement on Extending the Implementation of the Individual Income +Tax Policies Concerning the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong +Kong Stock Connect and the Chinese Mainland-Hong Kong Mutual Recognition of Funds +( +ʮѓ) promulgated on August 21, 2023 and implemented on the same day, the +transfer spread income derived by individual investors in Chinese Mainland from investing in +shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect +shall be exempted from individual income tax prior to December 31, 2027. +Shenzhen-Hong Kong Stock Connect Taxation Policy +Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the +Shenzhen-Hong Kong Stock Connect (݁ +) promulgated on November 5, 2016 and effective on December 5, 2016, for +dividends and bonuses received by individual investors in Chinese Mainland from investing in +H shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock +Connect, the H-share companies shall apply to CSDCC for providing the register of individual +investors in Chinese Mainland to the H-share companies and the H-share companies shall +withhold individual income tax at the rate of 20% on behalf of the investors. +The dividends and bonuses obtained by corporate investors in Chinese Mainland from +investing in shares listed on the Stock Exchange through Shenzhen-Hong Kong Stock Connect +shall be included in their total income. The enterprise income tax is levied on such income in +accordance with the law. Specifically, enterprise income tax will be exempt according to law +for income from dividends and bonuses obtained by resident enterprises in Chinese Mainland +that hold H Shares for at least 12 consecutive months. The H-share companies listed on the +Hong Kong Stock Exchange shall apply to CSDCC for providing the register of corporate +investors in Chinese Mainland to the H-share companies. The H-share companies do not need +to withhold tax on the income from dividends and bonuses obtained by corporate investors in +Chinese Mainland. The tax payable shall be declared and paid by the enterprises themselves. +Pursuant to the Announcement on Extending the Implementation of the Individual Income +Tax Policies Concerning the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong +Kong Stock Connect and the Chinese Mainland-Hong Kong Mutual Recognition of Funds +( +ʮѓ) promulgated on August 21, 2023 and implemented on the same day, the +transfer spread income derived by individual investors in Chinese Mainland from investing in +shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect +shall be exempted from individual income tax prior to December 31, 2027. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-6 – + + +--- page 371 --- +Stamp Duty +Pursuant to the Stamp Duty Law of the PRC () issued by +the Standing Committee of the NPC on June 10, 2021 and implemented on July 1, 2022, the +PRC stamp duty applies to entities and individuals that conclude taxable documents and +conduct securities transactions within the PRC and the entities and individuals that conclude +taxable documents outside the PRC which are used within the PRC. Therefore, the +requirements of the stamp duty imposed on the transfer of shares of PRC listed companies do +not apply to the acquisition and disposal of H shares outside the PRC by non-PRC investors. +Estate Tax +In accordance with the laws of the PRC, the PRC currently does not impose any estate tax. +MAJOR TAXES ON OUR COMPANY IN THE PRC +Please see the section headed “Regulatory Overview” in this document. +TAXATION IN HONG KONG +Tax on Dividends +Under the current practice of the Inland Revenue Department of Hong Kong, no tax is +payable in Hong Kong in respect of dividends paid by us. +Capital Gains and Profit Tax +No tax is imposed in Hong Kong in respect of capital gains from the sale of H Shares. +However, trading gains from the sale of the H Shares by persons carrying on a trade, profession +or business in Hong Kong, where such gains are derived from or arise in Hong Kong from such +trade, profession or business will be subject to Hong Kong profits tax, which is currently +imposed at the maximum rate of 16.5% on corporations and at the maximum rate of 15% on +unincorporated businesses. Certain categories of taxpayers (for example, financial institutions, +insurance companies and securities dealers) are likely to be regarded as deriving trading gains +rather than capital gains unless these taxpayers can prove that the investment securities are held +for long-term investment purposes. Trading gains from sales of H Shares effected on the Stock +Exchange will be considered to be derived from or arise in Hong Kong. Liability for Hong +Kong profits tax would thus arise in respect of trading gains from sales of H Shares effected +on the Stock Exchange realized by persons carrying on a business of trading or dealing in +securities in Hong Kong. +Stamp Duty +Hong Kong stamp duty, currently charged at the ad valorem rate of 0.1% on the higher +of the consideration for or the market value of the H Shares, will be payable by the purchaser +on every purchase and by the seller on every sale of Hong Kong securities, including H Shares +(in other words, a total of 0.2% is currently payable on a typical sale and purchase transaction +involving H Shares). In addition, a fixed duty of HK$5.00 is currently payable on any +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-7 – + + +--- page 372 --- +instrument of transfer of H Shares. Where one of the parties is a resident outside Hong Kong +and does not pay the ad valorem duty due by it, the duty not paid will be assessed on the +instrument of transfer (if any) and will be payable by the transferee. If no stamp duty is paid +on or before the due date, a penalty of up to ten times the duty payable may be imposed. +Estate Duty +The Revenue (Abolition of Estate Duty) Ordinance 2005 came into effect on February 11, +2006 in Hong Kong, pursuant to which no Hong Kong estate duty is payable, and no estate duty +clearance papers are needed for an application of a grant of representation in respect of holders +of H Shares whose deaths occur on or after February 11, 2006. +FOREIGN EXCHANGE ADMINISTRATION IN THE PRC +Renminbi (“RMB”) is the lawful currency of the PRC. The State Administration of +Foreign Exchange (the “SAFE”), authorized by People’s Bank of China (the “PBOC”), is +empowered with the functions of administering all matters relating to foreign exchange, +including the enforcement of foreign exchange regulations. +Pursuant to the Regulations on Foreign Exchange Control ( ̮ි၍ଣૢԷ) amended +by the State Council on August 5, 2008 and became effective on the same day, all international +payments and transfers are classified into current account items and capital account items. The +PRC does not impose restrictions on international payments and transfers under current +account items. Foreign exchange income from current accounts of PRC enterprises may be +retained or sold to financial institutions engaged in the settlement and sale of foreign exchange +in accordance with relevant provisions of the State. The retention or sale of foreign exchange +receipts under capital accounts to financial institutions engaging in settlement and sale of +foreign exchange shall be subject to the approval of foreign exchange administrative +authorities, unless otherwise stipulated by the State. +Pursuant to the Regulations for the Administration of Settlement, Sale and Payment of +Foreign Exchange () promulgated by the PBOC on June 20, +1996 and became effective on July 1, 1996, the remaining restrictions on convertibility of +foreign exchange in respect of current account items are abolished while the existing +restrictions on foreign exchange transactions in respect of capital account items are retained. +According to relevant laws and regulations of the PRC, PRC enterprises (including +foreign-invested enterprises) which require foreign exchange for transactions relating to +current account items, may, without the approval of SAFE, effect payment from their foreign +exchange accounts at the designated foreign exchange banks, on the strength of valid receipts +and proof of transactions. Foreign-invested enterprises that need to distribute profits to their +shareholders in foreign exchange and Chinese enterprises that need to pay fixed dividends in +foreign exchange in accordance with the requirements shall pay from its foreign exchange +account or pay at the designated foreign exchange bank by a resolution of the board of directors +on the distribution of profits. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-8 – + + +--- page 373 --- +According to the Decision of the State Council on Canceling and Adjusting a Group of +Administrative Approval Items and Other Matters (ᄲҭධ +) promulgated by the State Council on October 23, 2014 and effective on the +same day, the administrative approval of the SAFE and its branches on matters concerning the +repatriation and settlement of foreign exchange of overseas-raised funds through overseas +listing has been canceled. +According to the Notice of the State Administration of Foreign Exchange on Issues +Relating to Foreign Exchange Control Pertaining to Overseas Listing ( +) promulgated by the SAFE on December 26, 2014 and +effective on the same day, a joint stock company registered in China (the “domestic company”) +shall complete registration formalities for overseas listing with the SAFE’s local branch at its +place of registration within 15 working days from completion of issuance for its overseas +listing. After the overseas listing of a domestic company, a domestic shareholder of such +company who intends to increase or reduce its overseas shareholding according to relevant +regulations shall register the overseas shareholding with the SAFE’s local branch at the place +where such shareholder is located within 20 working days prior to the proposed increase or +reduction of shareholding with relevant materials. A domestic company (except for bank +financial institutions) shall present its certificate of overseas listing registration to open a +“special foreign exchange account for overseas listing of domestic company” at a domestic +bank for its initial public offering (or follow-on offering) and repurchase business to handle the +exchange, remittance, and transfer of funds for the business concerned. +According to the Notice of the State Administration of Foreign Exchange on Policies for +Reforming and Regulating the Control over Foreign Exchange Settlement under the Capital +Accounts () promulgated +by the SAFE on June 9, 2016 and last amended on December 4, 2023, domestic institutions +may settle their foreign exchange receipts under the capital accounts (including repatriated +funds raised through overseas listing) entitled to discretionary settlement according to relevant +policies with banks as actually needed for business operation. The discretionary exchange +settlement ratio of foreign exchange receipts under the capital accounts of domestic institutions +is tentatively set as 100%. The SAFE may adjust the aforesaid proportion in due time in light +of the international balance of payments. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-9 – + + +--- page 374 --- +This Appendix contains a summary of laws and regulations on companies and securities +in the PRC. The principal objective of this summary is to provide potential investors with an +overview of the principal laws and regulations applicable to us. This summary is with no +intention to include all the information which may be important to the potential investors. For +discussion of laws and regulations specifically governing the business of the Company, see the +section headed “Regulatory Overview”. +PRC LEGAL SYSTEM +The legal system of the People’s Republic of China is based on the Constitution of the +PRC () (the “Constitution”) and is made up of written laws, +administrative regulations, local regulations, separate regulations, autonomous regulations, +departmental rules, rules of local governments, laws of the special administrative regions, +international treaties of which the PRC government is a signatory, and other normative +documents. Court verdicts do not constitute binding precedents. However, they may be used as +judicial reference and guidance. +Pursuant to the Constitution and the Legislation Law of the PRC (the “Legislation Law”), +which was promulgated on March 15, 2000 and last amended on March 13, 2023, the NPC and +the Standing Committee of the NPC shall exercise the legislative power of the State in +accordance with the Constitution. The NPC has the power to formulate and amend basic laws +governing civil and criminal matters, state organs and other matters. The Standing Committee +of the NPC is empowered to formulate and amend laws other than those required to be enacted +by the NPC and to supplement and amend any parts of laws enacted by the NPC during the +adjournment of the NPC, provided that such supplements and amendments are not in conflict +with the basic principles of such laws. +The State Council is the highest organ of the PRC administration and has the power to +formulate administrative regulations based on the Constitution and laws. The people’s +congresses of provinces, autonomous regions and municipalities directly under the Central +Government and their respective standing committees may formulate local regulations based +on the specific circumstances and actual requirements of their own respective administrative +areas, provided that such local regulations do not contravene any provision of the Constitution, +laws or administrative regulations. The ministries and commissions of the State Council, +PBOC, National Audit Office, organs endowed with administrative functions directly under the +State Council and the organizations prescribed by laws may, in accordance with the laws as +well as the administrative regulations, decisions and orders of the State Council and within the +limits of their power, formulate departmental rules. The people’s governments of the provinces, +autonomous regions, and municipalities directly under the central government and the cities +divided into districts or autonomous prefectures may enact rules of local governments, in +accordance with relevant laws, administrative regulations and the local regulations of their +respective provinces, autonomous regions or municipalities. People’s congresses of national +autonomous areas have the power to enact autonomous regulations and separate regulations in +light of the political, economic and cultural characteristics of the nationality (nationalities) in +the areas concerned. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-1 – + + +--- page 375 --- +The Constitution has supreme legal authority and no laws, administrative regulations, +local regulations, autonomous regulations or separate regulations may contravene the +Constitution. The authority of laws is greater than that of administrative regulations, local +regulations and rules. The authority of administrative regulations is greater than that of local +regulations and rules. The authority of local regulations is greater than that of the rules of the +local governments at or below the corresponding level. The authority of the rules enacted by +the people’s governments of the provinces or autonomous regions is greater than that of the +rules enacted by the people’s governments of the city divided into districts or autonomous +prefecture within the administrative areas of the provinces and the autonomous regions. +The NPC has the power to alter or annul any inappropriate laws enacted by its Standing +Committee, and to annul any autonomous regulations or separate regulations which have been +approved by its Standing Committee but which contravene the Constitution or the Legislation +Law. The Standing Committee of the NPC has the power to annul any administrative +regulations that contravene the Constitution and laws, to annul any local regulations that +contravene the Constitution, laws or administrative regulations, and to annul any autonomous +regulations or local regulations which have been approved by the standing committees of the +people’s congresses of the relevant provinces, autonomous regions or municipalities directly +under the central government, but which contravene the Constitution and the Legislation Law. +The State Council has the power to alter or annul any inappropriate ministerial rules and rules +of local governments. The people’s congresses of provinces, autonomous regions or +municipalities directly under the central government have the power to alter or annul any +inappropriate local regulations enacted or approved by their respective standing committees. +The people’s governments of provinces and autonomous regions have the power to alter or +annul any inappropriate rules enacted by the people’s governments at a lower level. +According to the Constitution and the Legislation Law, the power to interpret laws is +vested in the Standing Committee of the NPC. According to the Decision of the Standing +Committee of the National People’s Congress Regarding the Strengthening of Interpretation of +Laws (Ӕᙄ) promulgated on June +10, 1981 and effective on the same day, the Supreme People’s Court of the PRC (the “Supreme +People’s Court”) has the power to give general interpretation on questions involving the +specific application of laws and decrees in court trials. The State Council and its ministries and +commissions are also vested with the power to give interpretation of the administrative +regulations and departmental rules which they have promulgated. At the regional level, the +power to give interpretations of the local laws and regulations as well as administrative rules +is vested in the regional legislative and administrative organs which promulgate such laws, +regulations and rules. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-2 – + + +--- page 376 --- +THE PRC JUDICIAL SYSTEM +According to the Constitution and the Law of Organization of the People’s Courts of the +PRC () last amended by the Standing Committee of the +NPC on October 26, 2018 and implemented on January 1, 2019, the people’s courts are made +up of the Supreme People’s Court, the local people’s courts, and special people’s courts. +The local people’s courts are comprised of the basic people’s courts, the intermediate +people’s courts and the higher people’s courts. The higher level people’s courts supervise the +basic and intermediate people’s courts. The Supreme People’s Court is the highest judicial +body in the PRC. It supervises the judicial administration of the people’s courts at all levels. +The people’s procuratorates are the law supervision organs of the state. The Supreme +People’s Procuratorate shall be the highest procuratorial organ. The Supreme People’s +Procuratorate shall direct the work of the local people’s procuratorates at all levels and of the +special people’s procuratorates; the people’s procuratorates at higher levels shall direct the +work of those at lower levels. The people’s procuratorates also have the right to exercise legal +supervision over the civil proceedings of people’s courts at the same level and lower levels. +The people’s courts employ a two-tier appellate system, and judgments or rulings of the +second instance at the people’s courts are final. A party may appeal against the judgment or +ruling of the first instance of a local people’s court. The people’s procuratorate may present a +protest to the people’s courts at the next higher level in accordance with the procedures +stipulated by the laws. In the absence of any appeal by the parties and any protest by the +people’s procuratorate within the stipulated period, the judgments or rulings of the people’s +courts are final. Judgments or rulings of the second instance of the intermediate people’s +courts, the higher people’s courts and the Supreme People’s Court and those of the first +instance of the Supreme People’s Court are final. However, if the Supreme People’s Court or +the people’s court at the higher level finds any definite errors in a legally effective final +judgment or ruling of the people’s court at a lower level, or if the chief judge of a people’s court +at any level finds any definite errors in a legally effective final judgment or ruling of such +court, the case can be retried according to judicial supervision procedures. +The Civil Procedure Law of the PRC () (hereinafter +referred to the “Civil Procedure Law”), last amended by the Standing Committee of the NPC +on September 1, 2023 and becoming effective on January 1, 2024, sets forth the requirements +for instituting a civil action, the jurisdiction of the people’s courts, the procedures to be +followed for conducting a civil action and the procedures for enforcement of a civil judgment +or order. All parties to a civil action conducted within the PRC must comply with the Civil +Procedure Law. Civil cases are generally heard by the courts where the defendants are located. +The court of jurisdiction in a civil action may be chosen by the written agreement between the +parties, provided that the court is located at a place that has direct connection with the dispute, +such as the plaintiff’s or the defendant’s place of domicile, the place where the contract is +performed or signed or the object of the action is located. However, such choice cannot be in +conflict with the regulations regarding the level jurisdictions and exclusive jurisdictions in any +case. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-3 – + + +--- page 377 --- +A foreign individual, a person without nationality, a foreign enterprise and a foreign +organization that institute or respond to proceedings in a people’s court are given the same +litigation rights and obligations as a PRC citizen, a legal person and other organizations. +Should a foreign court limit the civil litigation rights of PRC citizens, legal persons and other +organizations, any people’s court of China shall apply the same limitations to the citizens, +enterprises and organizations of such foreign country. A foreign individual, a person without +nationality, a foreign enterprise or a foreign organization must engage a lawyer within the PRC +if such person needs to engage a lawyer in initiating or defending any proceedings at a people’s +court. In accordance with the international treaties to which the PRC is a signatory or a +participant or according to the principle of reciprocity, a people’s court and a foreign court may +request each other to serve documents, conduct investigation, collect evidence and conduct +other actions on its behalf. A people’s court shall not accommodate any request made by a +foreign court which will result in the violation of sovereignty, security or social and public +interests of the PRC. +All parties must comply with legally effective civil judgments and rulings. If any party +to a civil action refuses to comply with a judgment or ruling made by a people’s court or an +award made by an arbitration tribunal, the other party may apply to the people’s court for +enforcement within two years. Suspension or disruption of the time limit for applying for such +enforcement shall comply with the provisions of the applicable law concerning the suspension +or disruption of the time-barring of actions. +When a party applies to a people’s court for enforcing an effective judgment or ruling by +a people’s court against a party who is not located within the territory of the PRC or whose +property is not within the PRC, the party may apply to a foreign court with proper jurisdiction +for recognition and enforcement of the judgment or ruling. A foreign judgment or ruling may +also be recognized and enforced by the people’s court according to the PRC enforcement +procedures if the PRC has entered into, or acceded to, an international treaty with the relevant +foreign country, which provides for such recognition and enforcement, or if the judgment or +ruling satisfies the court’s examination according to the principle of reciprocity, unless among +other exceptions, the people’s court finds that the recognition or enforcement of such judgment +or ruling will result in a violation of the basic principles of the PRC, its sovereignty or security, +or for reasons of social and public interests. +THE COMPANY LA W OF PRC, OVERSEAS LISTING TRIAL MEASURES AND +GUIDELINES FOR ARTICLES OF ASSOCIATION OF LISTED COMPANIES +A joint stock limited company (hereinafter referred to a “joint stock company” or a +“company”) established in the PRC seeking a listing on the Hong Kong Stock Exchange is +mainly subject to the following laws and regulations of the PRC: +The Company Law which was last amended by the Standing Committee of the NPC on +December 29, 2023 and came into effect on July 1, 2024. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-4 – + + +--- page 378 --- +The Trial Administrative Measures of Overseas Securities Offering and Listing by +Domestic Companies () (the “Overseas +Listing Trial Measures”) and its five supporting guidelines were promulgated by the CSRC on +February 17, 2023 and became effective on March 31, 2023. +Pursuant to the Overseas Listing Trial Measures and its supporting guidelines, where a +domestic company directly conducts offering and listing overseas, it shall formulate its articles +of association with reference to the Guidelines for Articles of Association of Listed Companies +(ˏ), which was last amended by the CSRC on March 28, 2025 and +became effective on the same day and other relevant provisions on corporate governance to +regulate corporate governance. +Set out below is a summary of the main provisions of the Company Law of PRC, the +Overseas Listing Trial Measures and the Guidelines for Articles of Association of Listed +Companies. +General Provisions +A Joint stock company means a corporate legal person incorporated within the territory +of China under the Company Law, whose registered capital is divided into equal shares. The +company shall bear liabilities with its entire properties., and the shareholders of the Company +shall bear liabilities for the Company to the extent of the shares they subscribed for. +A company shall conduct its business in accordance with laws and regulations, observe +social ethics and business ethics, act in good faith, and be subject to government and public +oversight. +It may invest in other enterprises. Where any law provides that a company shall not +become a capital contributor who has the joint liabilities associated with the debts of the +invested enterprises, such provision shall prevail. +Incorporation +A joint stock company may be incorporated by promotion or public subscription. +To incorporate a joint stock company by promotion, there must be more than one but not +more than 200 promoters, with at least half having residences within the PRC. +For a joint stock company incorporated by promotion, the timing and voting procedures +for the inaugural meeting are determined by the company’s articles of association or the +promoters’ agreement. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-5 – + + +--- page 379 --- +For a joint stock company incorporated by public subscription, the inaugural meeting +must be convened within 30 days from the date of full payment of the shares to be issued at +the time of incorporation. The promoters are required to notify all subscribers or make a public +announcement of the meeting date at least fifteen days before inaugural meeting. The inaugural +meeting can only be held if more than half of the subscribers with voting rights are present. +The functions and powers of the inaugural meeting shall include (i) reviewing the report on +organization of the company by the promoters; (ii) approving the articles of association; (iii) +electing members of directors and Supervisors; (iv) reviewing incorporation expenses for the +company; (v) reviewing the valuations of the non-monetary property contributed by the +promoters; (vi) making the resolution to reject the incorporation of company on the occurrence +of force majeure or a substantial change in the conditions of operation which directly affect the +incorporation of the company. The resolutions made at the inaugural meeting about the matters +within the scope of its functions and powers shall be adopted by more than half of the voting +rights the subscribers present at the meeting. +Within 30 days after the conclusion of the inaugural meeting, the representative +authorized by the board of directors shall apply to the registration authority for registration of +the incorporation of the joint stock company. +Share Capital +The promoters may make a capital contribution in currencies, or non-monetary assets +such as in kind or intellectual property rights, land use rights, stock rights and creditor’s rights +which can be appraised with monetary value and transferred lawfully. Non-monetary property +used for capital contributions shall be evaluated and verified, and shall not be overvalued or +undervalued. +Allotment and Issue of Shares +The issuance of shares shall be conducted in a fair and equitable manner, and each share +of the same class shall enjoy the same rights. For shares issued at the same time and within the +same class, the issue terms and price per share must be the same; the same price shall be paid +for each share subscribed for by any subscriber. +Domestic enterprises issued and listed overseas shall file with the CSRC in accordance +with the Overseas Listing Trial Measures, submit filing reports, legal opinions and other +relevant materials, and truthfully, accurately and completely explain shareholder information +and other information. +Increase in Share Capital +Under the Company Law, in the case of a joint stock limited company issuing new shares, +resolutions shall be passed at the general meeting in respect of the class and number of new +shares, the issue price of the new shares, the commencement and end dates for the issuance of +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-6 – + + +--- page 380 --- +new shares and the class and number of the new shares proposed to be issued to existing +shareholders, if any. If no par value stock is issued, the proceeds from the issuance of new +shares shall be included into the registered capital. Additionally, if a company intends to make +public offering of shares, it is required to complete the registration with the securities +regulatory authority of the State Council and announces the documents. +Reduction of Share Capital +A company may reduce its registered capital in accordance with the following procedures +prescribed by the Company Law: (i) a company shall prepare a balance sheet and a property +list; (ii) a company shall make a resolution at the general meeting to reduce its registered +capital; (iii) a company shall inform its creditors within 10 days and publish an announcement +in newspapers or the National Enterprise Credit Information Publicity System within 30 days +after the approval of resolution of reducing registered capital at the general meeting; (iv) the +creditors shall have the right to require a company to repay its debts or provide corresponding +guarantees within 30 days after receiving the notice or within 45 days after the announcement +if the creditors have not received the notice; (v) when a company reduces its registered capital, +it shall register the change with a company registration authority in accordance with the law. +When a company reduces its registered capital, it must reduce the amount of capital +contribution or shares in proportion to the capital contribution or shares held by the +shareholders, unless otherwise prescribed by any law, or otherwise specified in the articles of +association of a joint stock company. +If a company is still in a loss position after covering losses in accordance with the relevant +provisions of the Company Law, it may reduce the registered capital to cover the losses. If the +registered capital is reduced to cover the losses, the Company shall not make any distribution +to the shareholders, nor shall it exempt the shareholders from the obligations to make capital +contributions or pay up the amounts of shares. Where the registered capital is reduced in +accordance with the preceding paragraph, the provisions of paragraph (iii) and paragraph (iv) +of the preceding Article shall not shall not apply, but it shall be announced in the newspapers +or the National Enterprise Credit Information Publicity System within 30 days from the date +on which the general meeting made a resolution to reduce the registered capital. After a +company reduces its registered capital in accordance with the provisions of the preceding +paragraph, it shall not distribute profits until the cumulative amount of the statutory reserve +and the discretionary reserve reaches 50% of its registered capital. +If the registered capital is reduced in violation of the provisions of the Company Law, the +shareholders shall return the funds they have received, and the shareholders shall restore the +capital contributions to the original state if their capital contributions are reduced or exempted; +if losses are caused to the company, the shareholders and directors, supervisors, and senior +management members who are held accountable for the losses shall be liable for compensation. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-7 – + + +--- page 381 --- +Repurchase of Shares +Under the Company Law, a company shall not acquire its own shares, except for any +following circumstances: (i) reducing the registered capital of the company; (ii) merging with +other companies that hold the shares of the company; (iii) using the shares for employee stock +ownership plans or equity incentives; (iv) requesting the company to repurchase its shares from +shareholders who object to resolutions made at the general meeting concerning merger or +division of the company; (v) using the shares for the conversion of convertible corporate bonds +issued by the listed company; (vi) as required for maintenance of the corporate value and +shareholders’ rights and interests of a listed company. The acquisition of shares of a company +for reasons specified in the case of (i) to (ii) above shall be subject to the resolution of the +general meeting; the purchase of shares of a company for reasons specified in the case of (iii), +(v) and (vi) above shall be subject to the resolution of the Board meeting attended by more than +two-thirds of the directors in accordance with the articles of association or the authorization +from the general meeting. +Following the acquisition of a company’s shares by a company in accordance with the +above provisions, such shares shall be canceled within 10 days from the date of acquisition in +the case of item (i) above; such shares shall be transferred or canceled within six months in the +case of items (ii) and (iv) above; the total numbers of shares of the Company held by a +company shall not exceed 10% of the total issued shares of the Company, and shall be +transferred or canceled within 3 years in the case of items (iii), (v) and (vi) above. +Transfer of Shares +Shares held by a shareholder may be transferred according to the Company Law. A +shareholder of a joint stock company should transfer of his/her/its shares through a legally +established stock exchange or by any other means as required by the State Council. Shares may +be transferred by endorsement of shareholders or by other means stipulated by laws or +administrative regulations. After the transfer, a company shall record the name and domicile of +the transferee in the register of shareholders. The shareholder register shall not be changed +during a period of twenty days prior to the convening of the general meeting or five days prior +to the record date for a company’s distribution of dividends. If any law, administrative +regulation, or any provision by the securities regulatory authority of the State Council specifies +otherwise for the modification of the register of shareholders of a listed company, such +provisions should prevail. +Under the Company Law, shares issued by a company prior to the public offering of +shares shall not be transferred within one year from the date on which the shares of a company +are listed and traded on a stock exchange. The directors, supervisors and senior management +members of a company should declare to the company the shares they hold and the changes +thereof. During the term of office as determined when they assume the posts, the shares +transferred each year should not exceed 25% of the total shares they hold of a company. Shares +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-8 – + + +--- page 382 --- +of a company held by its directors, supervisors and senior management shall not be transferred +within one year from the date on which the shares of a company are listed and traded on a stock +exchange, nor within half a year after their resignation from their positions with a company. +Where the shares are pledged within the time limit for transfer prescribed by laws or +administrative regulations, the pledgee may not exercise the pledge right within the time limit +for transfer. +Shareholders +Under the Company Law and the Guidelines for Articles of Association of Listed +Companies, the rights of shareholders of ordinary shares of a joint stock company include: +(1) to receive dividends and other forms of benefit distribution in proportion to the +number of shares they hold; +(2) to lawfully require, convene, preside over, attend or appoint proxies to attend the +general meeting and exercise corresponding voting rights; +(3) to supervise the operation of the company and make suggestions and inquiries; +(4) to transfer, gift or pledge their shares in accordance with laws, administrative +regulations, and the articles of association; +(5) to inspect and copy the articles of association, the register of shareholders, minutes +of general meetings, resolutions of board meetings, financial and accounting reports; +and (for shareholders who meet the relevant requirements) to inspect the company’s +accounting books and vouchers; +(6) upon termination or liquidation of the company, to participate in the distribution of +the remaining assets of the company in proportion to the number of shares they hold; +(7) to require the company to repurchase their shares by shareholders who disagree with +the resolutions for the merger and division of the company made at the general +meetings; +(8) other rights provided by laws, administrative regulations, departmental rules or the +articles of association. +The obligations of shareholders of ordinary shares of a joint stock company include: +(1) to comply with laws, administrative regulations and the articles of association; +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-9 – + + +--- page 383 --- +(2) to pay subscription monies according to the shares subscribed for and the method of +subscription; +(3) not to withdraw their share capital unless required by laws and regulations; +(4) not to abuse their shareholders’ rights to jeopardize the interests of the company or +other shareholders; and not to abuse the status of the company as an independent +legal person and the limited liability of shareholders to jeopardize the interests of +the creditors of the company; +(5) other obligations imposed by laws, administrative regulations and the articles of +association. +General Meetings +Under the Company Law, the general meeting of a joint stock company consists of all +shareholders. The general meeting is the organ of authority of a company, which exercises the +following functions and powers: (i) to elect and replace directors and supervisors and to decide +on matters relating to the remuneration of directors and supervisors; (ii) to examine and +approve reports of the board; (iii) to examine and approve reports of the supervisory +committee; (iv) to examine and approve the company’s profit distribution plans and loss +recovery plans; (v) to resolve on the increase or reduction of the company’s registered capital; +(vi) to resolve on the issuance of corporate bonds; (vii) to resolve on the merger, division, +dissolution, liquidation or change of corporate form of the company; (viii) to amend the articles +of association; (ix) other functions and powers specified in provision of the articles of +association. +Under the Company Law, the annual general meetings are required to be held once every +year. An extraordinary general meeting is required to be held within two months after the +occurrence of any of the following circumstances: (i) the number of directors is less than the +number stipulated in the Company Law or less than two-thirds of the number specified in the +articles of association; (ii) when the unrecovered losses of a company amount to one-third of +the total share capital; (iii) the shareholder(s) individually or jointly holding 10% or more of +the company’s shares request; (iv) the board of directors considers it necessary; (v) the +supervisory committee proposes to convene the meeting; (vi) other circumstances as stipulated +in the articles of association. +The general meeting shall be convened by the board, and presided over by the chairman +of the board. In the event that the chairman of the board is incapable of performing or not +performing his/her duties, the meeting shall be presided over by the vice chairman. In the event +that the vice chairman is incapable of performing or not performing his/her duties, a director +nominated by more than half of directors shall preside over the meeting. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-10 – + + +--- page 384 --- +If the board of directors is incapable of performing or is not performing its duties to +convene the general meeting, the supervisory committee should convene and preside over the +general meeting in a timely manner. If the supervisory committee fails to convene and preside +over the general meeting, the shareholder(s) individually or jointly holding 10% or more of the +company’s shares for more than 90 consecutive days may convene and preside over the general +meeting on their own. +If the shareholder(s) who individually or jointly hold more than 10% of the shares of the +company request to convene an extraordinary general meeting, the board of directors and the +supervisory committee should, within 10 days after the receipt of such request, decide whether +to hold an extraordinary general meeting and reply to the shareholders in writing. +Notice of general meeting shall state the time and venue of and matters to be considered +at the meeting and shall be given to all shareholders 20 days before the meeting. A notice of +extraordinary general meeting shall be given to all shareholders 15 days prior to the meeting. +The shareholder(s) who individually or jointly hold more than 1% of the company’s +shares may put forward interim proposals and submit them to the board of directors in writing +10 days before the general meeting. The board of directors shall notify other shareholders +within 2 days after receiving the proposal, and submit the interim proposal to the general +meeting for consideration. +Under the Company Law, a shareholder may entrust a proxy to attend a general meeting, +and it should clarify the matters, power and time limit of the proxy. The proxy shall present +a power of attorney issued by the shareholder to a company and shall exercise his/her voting +rights within the scope of authorization. +Under the Company Law, shareholders present at a general meeting have one vote for +each share they hold, except the shareholders of classified shares. However, shares of the +company held by the company itself are not entitled to any voting rights. +The cumulative voting system may be adopted for the election of directors and +supervisors at the general meeting in accordance with the provisions of the articles of +association or the resolutions of the general meeting. Under the cumulative voting system, in +an election of directors or supervisors at the general meeting, each share shall have the same +number of voting rights as the number of directors or supervisors to be elected, and +shareholders may consolidate their voting rights when casting a vote. +Under the Company Law and the Guidelines for Articles of Association of Listed +Companies, the passing of any resolution requires affirmative votes of shareholders +representing more than half of the voting rights represented by the shareholders who attend the +general meeting. Matters relating to merger, division or dissolution of a company, increase or +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-11 – + + +--- page 385 --- +reduction of registered capital, change of corporate form or amendments to the articles of +association must be approved by more than two-thirds of the voting rights held by the +shareholders present at the meeting. +Board of Directors +Under the Company Law, a joint stock company should have a board of directors, which +consists of more than three members. The term of office of a director shall be stipulated in the +articles of association, but each term of office shall not exceed three years. Directors may serve +consecutive terms if re-elected. +Board meetings shall be convened at least twice a year. All directors and supervisors shall +be notified 10 days before the meeting for every meeting. The board of directors exercises the +following functions and powers: (i) to convene general meetings and report its work to general +meetings; (ii) to implement the resolutions of the general meeting; (iii) to decide on a +company’s business plans and investment plans; (iv) to formulate a company’s profit +distribution plan and loss recovery plan; (v) to formulate proposals for the increase or +reduction of a company’s registered capital and the issue of corporate bonds; (vi) to formulate +plans for merger, division, dissolution or change of corporate form of a company; (vii) to +decide on the internal management structure of a company; (viii) to decide on the appointment +or dismissal of the manager of a company and his/her remuneration; to decide on the +appointment or dismissal of the deputy manager and the person-in-charge of finance of a +company based on the nomination of the manager and as well as remuneration; (ix) to +formulate a company’s basic management system; (x) other functions and powers specified in +the articles of association or granted by the general meeting. +No board meeting shall be held unless attended by a majority of directors. If a director +is unable to attend a board meeting for any reason, he/she may appoint another director by a +written power of attorney specifying the scope of the authorization for another director to +attend the meeting on his/her behalf. If a resolution of the board of directors violates the laws, +administrative regulations or the articles of association or resolution of the general meeting, +and as a result of which the company suffers serious losses, the directors participating in the +resolution shall be liable to compensate the company. However, if it can be proved that a +director expressly objected to the resolution when the resolution was voted on, and that such +objection was recorded in the minutes of the meeting, such director may be exempt from such +liability. +Under the Company Law, a person may not serve as a director of a company if he/she is: +(i) a person without capacity or with restricted capacity for civil conduct; (ii) a person who has +been sentenced to any criminal penalty due to an offense of corruption, bribery, encroachment +of property, misappropriation of property, or disrupting the order of the socialist market +economy, or has been deprived of political rights due to a crime, where a five-year period has +not elapsed since the date of completion of the sentence; if he/she is pronounced for suspension +of sentence, a two-year period has not elapsed since the expiration of the suspension period; +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-12 – + + +--- page 386 --- +(iii) a person who was a director, factory director or manager of a company or enterprise which +has entered into insolvent liquidation and who was personally liable for the insolvency of such +company or enterprise, where less than three years have elapsed since the date of the +completion of the insolvency and liquidation of such company or enterprise; (iv) a person who +was a legal representative of a company or enterprise which had its business license revoked +due to violation of the law and had been closed down by order, and who was personally liable, +where less than three years have elapsed since the date of the revocation of the business license +of the company or enterprise or the order for closure; and (v) being listed as one of dishonest +persons subject to enforcement by the people’s court due to his/her failure to pay off a +relatively large amount of due debts. +The board of directors shall have one chairman, who shall be elected by more than half +of all the directors. The chairman of the board of directors shall exercise the following +functions and powers (including but not limited to): (i) to preside over general meetings and +convene and preside over board meetings; (ii) to examine the implementation of resolutions of +the board of directors; (iii) to exercise other powers conferred by the board of directors. +Supervisory Committee +A joint stock company may, as stipulated in its articles of association, establish an audit +committee within the board of directors composed of directors to exercise the functions and +powers prescribed for the supervisory committee by the Company Law, without establishing a +supervisory committee. +A joint stock company with a smaller scale or fewer shareholders may appoint one +supervisor without establishing a supervisory committee to exercise the functions and powers +prescribed for the supervisory committee by the Company Law. +Except for the above two special circumstances, a joint stock company shall establish a +supervisory committee, with no less than three members. The supervisory committee shall +comprise representatives of the shareholders and an appropriate proportion of representatives +of the employees of the company. The actual proportion shall be stipulated in the articles of +association, provided that the proportion of representatives of the employees shall not be less +than one third of the supervisors. Representatives of the employees of the company in the +supervisory committee shall be democratically elected by the employees at the employees’ +representative assembly, employees’ meeting or otherwise. The directors and senior +management may not act concurrently as supervisors. +The supervisory committee shall appoint a chairman and may appoint a vice chairman. +The chairman and the vice chairman of the supervisory committee are elected with approval of +more than half of all the supervisors. The chairman of the supervisory committee shall convene +and preside over the meetings of the supervisory committee. In the event that the chairman of +the supervisory committee is incapable of performing or not performing his/her duties, the vice +chairman of the supervisory committee shall convene and preside over the meeting of the +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-13 – + + +--- page 387 --- +supervisory committee. In the event that the vice chairman of the supervisory committee is +incapable of performing or not performing his/her duties, a supervisor nominated by more than +half of the supervisors shall convene and preside over the meeting of the supervisory +committee. +Each term of office of a supervisor is three years and he or she may serve consecutive +terms if reelected. A supervisor shall continue to perform his/her duties in accordance with the +laws, administrative regulations and articles of association until a duly re-elected supervisor +takes office, if re-election is not conducted in a timely manner upon the expiry of his/her term +of office, or if the resignation of a supervisor results in the number of supervisors being less +than the quorum. +The supervisory committee shall hold at least one meeting every six months. According +to the Company Law, a resolution of the supervisory committee shall be passed by more than +half of all the supervisors. +The supervisory committee exercises the following functions and powers: (i) to examine +the company’s financial affairs; (ii) to supervise the directors and senior management members +in their performance of their duties and to propose the removal of directors and senior +management members who have violated laws, administrative regulations, the articles of +association or resolutions of general meetings; (iii) when the acts of directors and senior +management members are harmful to the company’s interests, to require their correction of +those acts; (iv) to propose the convening of extraordinary general meetings, and to convene and +preside over general meetings when the board of directors fails to perform the duty of +convening and presiding over general meetings under the Company Law; (v) to submit +proposals to the general meeting; (vi) to initiate legal proceedings against directors and senior +management members in accordance with the Company Law; (vii) other functions and powers +specified in the articles of association. +Supervisors may be present at board meetings and make inquiries or proposals in respect +of the resolutions of the board of directors. The supervisory committee may investigate any +irregularities identified in the operations of the company and, when necessary, may engage an +accounting firm to assist its work at the cost of the company. +According to the Guidelines for Articles of Association of Listed Companies, the board +of directors of a company shall establish an audit committee, which shall exercise the powers +and functions of the supervisory committee as stipulated in the Company Law. +Managers and Senior Management Members +Under the Company Law, a company should have managers who shall be appointed or +removed by the board of directors. Managers shall be accountable to the board of directors, and +exercise functions and powers according to the articles of association or the authorization of +the board of directors. Managers shall attend board meetings. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-14 – + + +--- page 388 --- +According to the Company Law, senior management members shall refer to the managers, +deputy managers, the person-in-charge of finance, secretary of the board of a listed company +and other personnel as stipulated in the articles of association. +Directors, supervisors and senior management members of a company are required under +the Company Law to comply with the relevant laws, regulations and the articles of association, +and owe duties of loyalty and diligence to the company. Directors, supervisors and senior +management members are prohibited from: (i) embezzling the company’s property or +misappropriating the company’s funds; (ii) depositing the company’s funds into accounts under +their own names or the names of other individuals; (iii) accepting bribes or any other illegal +proceeds by taking advantage of their powers; (iv) accepting and possessing commissions paid +by others for transactions conducted with the company; (v) disclosing the company’s secrets +without authorization; or (vi) other acts in violation of their duties of loyalty to the company. +If any director, supervisor or senior management members directly or indirectly +concludes a contract or conducts a transaction with the company, he/she should report the +matters relating to the conclusion of the contract or transaction to the board of directors or +general meeting, subject to the approval of the board of directors or general meeting according +to the articles of association. The above-mentioned provisions shall apply if any near relatives +of the directors, supervisors or senior management members, or any of the enterprises directly +or indirectly controlled by the directors, supervisors or senior management members or any of +their near relatives, or any of the related persons with any other related relationship with the +directors, supervisors or senior management members, concludes a contract or conducts a +transaction with the company. +Neither directors, supervisors nor senior management members may take advantage of +their positions to seek any business opportunity that belongs to the company for themselves or +any other person, except under one of the following circumstances: (i) where they have +reported the matter to the board of directors or the general meeting and the matter has been +approved by a resolution of the board of directors or the general meeting according to the +articles of association; or (ii) where the company cannot make use of the business opportunity +as stipulated by laws, administrative regulations or the articles of association. +Where any director, supervisor or senior management member fails to report to the board +of directors or the general meeting and obtains approval by a resolution of the board of +directors or the general meeting according to the articles of association, he/she may not engage +in any business that is similar to that of the company where he/she serves for himself/herself +or for any other person. +A director, supervisor or senior management member who contravenes any laws, +administrative regulations or the articles of association in the performance of his/her duties, +thus causing any loss to the company, shall assume compensation liabilities. +Directors shall, in accordance with laws, administrative regulations and the articles of +association, owe diligence duties to the company. In performing their duties, they shall exercise +the reasonable care that shall be generally possessed by a manager for the best interests of the +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-15 – + + +--- page 389 --- +company. Directors shall owe the following diligence duties to the company: (i) shall exercise +the rights conferred by the company with due discretion, care and diligence to ensure the +business operations of the company comply with the state’s laws, administrative regulations +and requirements of the state’s economic policies, not exceeding the scope of business +specified in the company’s business license; (ii) shall treat all shareholders impartially; (iii) +master the operation and management conditions of the company in time; (iv) shall sign the +written confirmation opinions for the regular reports of the company, to ensure that the +information disclosed by the company is true, accurate and complete; (v) shall honestly provide +the audit committee with relevant information and data, and not interfere with the audit +committee in performing its duties and powers; (vi) shall fulfill other diligence duties as +stipulated by laws, administrative regulations, departmental rules and the articles of +association. +Minority Shareholders’ Derivative Actions +Under the Company Law, if a director or a senior management member, in the +performance of his/her duties, violates any laws, regulations or the articles of association, +causing losses to the company, the shareholders may initiate legal proceedings. The +shareholder(s) individually or jointly holding over 1% of the company’s shares for more than +180 consecutive days shall have the right to request the supervisory committee in writing to +initiate legal proceedings before the people’s court. If a supervisor, in the performance of +his/her duties, violates any laws, regulations or the articles of association, causing losses to the +company, the shareholder(s) individually or jointly holding over 1% of the company’s shares +for more than 180 consecutive days shall have the right to request the board of directors in +writing to initiate legal proceedings before the people’s court. +The above-mentioned shareholders may initiate legal proceedings before the people’s +court directly in their own names for the benefit of the company, in the event that the +supervisory committee or the board of directors refuses to initiate legal proceedings after +receiving the aforesaid written request of shareholders, or fails to initiate such legal +proceedings within 30 days on which such request is received, or in case of emergency where +failure to initiate such legal proceedings immediately will result in irreparable damage to the +company’s interest. +Finance and Accounting +Under the Company Law, a company shall establish its financial and accounting systems +according to the laws, administrative regulations and the regulations of the financial authority +under the State Council. At the end of each fiscal year, the company shall prepare a financial +and accounting report which shall be audited by an accounting firm in accordance with the law. +The financial and accounting report shall be prepared in accordance with the laws, +administrative regulations and the regulations of the financial authority under the State +Council. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-16 – + + +--- page 390 --- +Under the Company Law, a company shall make its financial and accounting report +available at the company for inspection by the shareholders 20 days before the convening of +an annual general meeting. A joint stock company issuing its shares in public must publish its +financial and accounting report. +When distributing the current year’s after-tax profits, the company shall allocate 10% of +its after-tax profits to its statutory reserve fund. Further appropriations are not required, if its +statutory reserve fund has accumulated to 50% of its registered capital. +If the statutory reserve fund of the company is insufficient to make up for the losses of +the previous years, the current year’s profits shall be used to make up for the losses before +making allocations to the statutory reserve fund in accordance with the above-mentioned +provisions. +After the company has made an allocation to the statutory reserve fund from its after-tax +profit, it may also make an allocation to the discretionary reserve fund from its after-tax profit +upon a resolution of the general meeting. +A joint stock company may distribute profits in proportion to the number of shares held +by its shareholders, unless otherwise provided by the articles of association. +The premium obtained by a company from issuing shares at an issue price higher than the +nominal value of the shares, the amount of share proceeds from the issuance of no-par shares +that have not been credited to the registered capital and other items required by the financial +authority under the State Council to be included in the capital reserve fund shall be accounted +for as the capital reserve fund of the company. +The reserve fund of a company shall be used to make up losses of the company, expand +the production and operation of the company or increase the registered capital of the company. +The discretionary reserve fund and statutory reserve fund shall be used first to make up the +company’s losses; if losses still cannot be made up, the capital reserve fund can be used +according to the provisions. When the statutory reserve fund is converted to registered capital, +the balance of the statutory reserve fund shall not be less than 25% of the registered capital +before such conversion. +The company shall not set up other account books except for the statutory account books. +The company’ funds shall not be deposited in any account opened in the name of any +individual. +Appointment and Dismissal of an Accounting Firm +Pursuant to the Company Law, the appointment or dismissal of an accounting firm +responsible for a company’s auditing shall be determined by the general meeting, the board of +directors or the supervisory committee in accordance with the articles of association. The +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-17 – + + +--- page 391 --- +accounting firm shall be allowed to state its opinions when the general meeting, the board of +directors or the supervisory committee votes on the dismissal of the accounting firm. The +company shall provide true and complete accounting vouchers, accounting books, financial and +accounting reports and other accounting materials to the engaged accounting firm, and shall not +refuse, conceal or make false statements. +Profits Distribution +Under the Company Law, the remaining profits after tax after a company has made up its +losses and allocated to its reserve fund may be distributed to its shareholders in proportion to +their shareholdings unless otherwise provided by the articles of association. +No profits shall be distributed in respect of the company’s shares held by the company. +Amendment to the Articles of Association +Any amendment to the articles of association of a company must be in accordance with +the procedures in the company’s articles of association. Where any amendment involves the +registered particulars of the company, the procedures for change registration shall be handled +with the registration authority. According to the Company Law, resolutions on amendments to +the articles of association at the general meeting shall be approved by more than two-thirds of +the voting rights held by the shareholders present at the general meeting. +According to the Guidelines for Articles of Association of Listed Companies, a company +shall amend its articles of association under any of the following circumstances: (i) subsequent +to the amendments to the Company Law or the relevant laws and administrative regulations, +the matters stipulated in the articles of association are in conflict with the provisions of the +amended laws and administrative regulations; (ii) changes in the state of the company are +inconsistent with the matters stipulated in the articles of association; and (iii) the general +meeting has resolved to amend the articles of association. +Dissolution and Liquidation +According to the Company Law, a company shall be dissolved for the following reasons: +(i) the term of business stipulated in the articles of association has expired or other events of +dissolution specified in the articles of association have occurred; (ii) a resolution on dissolution +is adopted by the general meeting; (iii) dissolution is required due to the merger or division of +the company; (iv) the business license is revoked, or the company is ordered to be closed down +or is dissolved in accordance with the law; (v) where the company encounters serious +difficulties in its operation and management, and its continued existence will cause significant +losses to the interests of shareholders, and where the issue cannot be resolved through other +means, shareholders holding more than 10% of the total shareholders’ voting rights of the +company may request the people’s court to dissolve the company. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-18 – + + +--- page 392 --- +If any of the reasons as mentioned in the preceding paragraph arises, the company shall +publicize the reason through the National Enterprise Credit Information Publicity System +within ten days. +Where the company is dissolved in accordance with items (i) and (ii) above, it may carry +on its existence by amending its articles of association or upon a resolution of the general +meeting, which must be approved by more than two-thirds of the voting rights held by the +shareholders present at the general meeting. Where the company is dissolved pursuant to items +(i), (ii), (iv) or (v) above, it shall be liquidated. The directors, who are the liquidation obligors +of the company, shall form a liquidation committee to carry out liquidation within 15 days from +the date of occurrence of the cause of dissolution. The liquidation committee shall be +composed of directors, unless the articles of association stipulate otherwise or it is resolved to +elect other person(s) at the general meeting. The liquidation obligors shall be liable for +compensation if they fail to fulfill their obligations of liquidation in a timely manner, and thus +any loss is caused to the company or the creditors. +If the liquidation committee fails to be formed within the time limit or fails to carry out +the liquidation after its formation, any interested party may request the people’s court to +designate relevant persons to form a liquidation committee. The people’s court shall accept +such request and organize a liquidation committee to carry out the liquidation in a timely +manner. +The liquidation committee shall exercise the following functions and powers during the +liquidation period: (i) to liquidate the company’s property and prepare the balance sheet and +the list of property; (ii) to notify creditors by sending notices or making public announcements; +(iii) to deal with the outstanding business of the company involved in the liquidation; (iv) to +pay all outstanding taxes and taxes arising in the course of liquidation; (v) to settle claims and +debts; (vi) to distribute the remaining property of the company after paying off debts; (vii) to +participate in civil litigation activities on behalf of the company. +The liquidation committee shall notify the company’s creditors within 10 days from the +date of its formation, and make an announcement in the newspapers or the National Enterprise +Credit Information Publicity System within 60 days from the date of its formation. The +creditors shall declare their claims to the liquidation committee within 30 days from the date +on which they receive such notice or within 45 days from the date of the announcement if no +such notice is received. +After paying the liquidation expenses, employees’ salaries, social insurance fees and +statutory compensation, outstanding taxes and debts of the company, the remaining property of +the company will be distributed in proportion to the number of shares held by shareholders. +During the liquidation period, the company continues to exist, but can not carry out any +business operation that is not for purpose of carrying out liquidation. The company’s property +shall not be distributed to its shareholders prior to repaying debts in accordance with the +foregoing provisions. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-19 – + + +--- page 393 --- +If the liquidation committee, having checked the company’s property and having prepared +a balance sheet and an inventory of property, discovers that the company’s assets are +insufficient to pay off its debts, it shall apply to the people’s court for insolvency liquidation. +After the people’s court accepts the application for insolvency, the liquidation committee shall +transfer all liquidation affairs to the insolvency administrators appointed by the people’s court. +Upon completion of the company’s liquidation, the liquidation committee shall prepare a +liquidation report, submit the report to the general meeting or the people’s court for +confirmation, and submit the report to the company registration authority and apply for +deregistration of the company. +Members of the liquidation committee shall perform liquidation duties and owe duties of +loyalty and diligence. Any member of the liquidation committee who neglects to fulfill his/her +liquidation duties and thus causes any loss to the company shall be liable for compensation, and +any member of the liquidation committee who causes any loss to any creditor due to his/her +intentional or gross negligence shall be liable for compensation. +Where, after three years since the business license of the company is revoked, or the +company is ordered to close down or is deregistered, the company fails to apply for its +deregistration with the company registration authority, the said authority may announce the +company’s deregistration through the National Enterprise Credit Information Publicity System +for a period of no less than 60 days. If there is no objection after the announcement period +expires, the company registration authority may deregister the company. +Loss of Share Certificates +If the share certificates are either stolen, lost or destroyed, the shareholders may, in +accordance with the Civil Procedure Law (), apply to the people’s court for a +declaration that such certificates will no longer be valid. After the people’s court declared that +such certificates would no longer be valid, the shareholders may apply to the company for the +issue of replacement certificates. +Merger and Division +Under the Company Law, the merger of a company may take the form of either a merger +by absorption or a merger by incorporation. For a merger by absorption, the company being +absorbed shall be dissolved. A merger by incorporation means that a merger of two or more +companies through the establishment of a new company and the companies being consolidated +shall be dissolved. +Overseas Listing +According to the Overseas Listing Trial Measures (), a domestic +enterprise shall file application documents for listing with the CSRC within 3 working days +after submitting the application documents for overseas issuance and listing. If an issuer issues +securities in the same overseas market after overseas issuance and listing, it shall file with the +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-20 – + + +--- page 394 --- +CSRC within 3 working days after the completion of the issuance. If an issuer issues and lists +in other overseas markets after overseas issuance and listing, it shall file in accordance with +the provisions of Paragraph 1, Article 16 of the Overseas Listing Trial Measures. +Suspension and Termination of Listing +According to the PRC Securities Law () (the “Securities +Law”), which was last amended by the Standing Committee of the NPC on December 28, 2019 +and became effective on March 1, 2020, where listed securities fall under the delisting +circumstances stipulated by the stock exchange, the stock exchange shall terminate its listing +and trading in accordance with the business rules. Where the stock exchange decides on +delisting of securities, it shall promptly announce and file records with the securities regulatory +authority of the State Council. +According to the Overseas Listing Trial Measures, in case of voluntary or compulsory +termination of listing, the issuer shall report the specific situation to the CSRC within 3 +working days from the date of occurrence and announcement of the relevant matters. +SECURITIES LA W AND REGULATIONS +CSRC, a ministerial-level public institution directly under the State Council, performs a +unified regulatory function, according to the laws and regulations, and with the authority by the +State Council, over the securities and futures market of China, maintains an orderly securities +and futures market order, and ensure a legal operation of the capital market. +The Securities Law was promulgated on December 29, 1998 and implemented on July 1, +1999. It was amended on August 28, 2004, October 27, 2005, June 29, 2013, August 31, 2014, +and December 28, 2019, respectively. The Securities Law comprehensively regulates activities +in the PRC securities market, including issuance and trading of securities, takeovers by listed +companies, securities exchanges, securities companies and the duties and responsibilities of +securities regulatory authorities, etc. The Securities Law further regulates that a domestic +enterprise issuing securities overseas directly or indirectly or listing their securities overseas +shall comply with the relevant provisions of the State Council and for subscription and trading +of shares of domestic companies using foreign currencies, detailed measures shall be stipulated +by the State Council separately. The CSRC is the securities regulatory body set up by the State +Council to supervise and administer the securities market according to law, maintain order in +the market, and ensure the market operates in a lawful manner. At present, the issuance and +trading of H shares are mainly regulated by regulations and rules promulgated by the State +Council and the CSRC. +Under the Securities Law and the Measures for the Administration of Acquisition of +Listed Companies () last amended by the CSRC on March 27, +2025, for securities trading on a stock exchange, when the voting shares (including A shares +and H shares) issued by a listed company as held by an investor (including a foreign investor) +or jointly with others through agreements or other arrangements have reached 5%, the investor +shall, within 3 days after such event occurs, submit a written report to the CSRC and SZSE, +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-21 – + + +--- page 395 --- +notify the listed company in writing and publish an announcement. Whenever the proportion +of voting shares issued by the listed company held by it increases or decreases by 1%, the +investor shall notify the listed company and make an announcement on the day immediately +after such event occurs. +JUDICIAL JUDGMENT AND ITS ENFORCEMENT +According to the Arrangements of the Supreme People’s Court for Reciprocal +Recognition and Enforcement of Judgments in Civil and Commercial Cases between Courts of +the Chinese Mainland and Hong Kong Special Administrative Region (ʫ +τર) promulgated by the +Supreme People’s Court on January 25, 2024 and effective on January 29, 2024, a party with +an enforceable final court judgment rendered by any designated people’s court of China or any +designated Hong Kong court regarding civil and commercial cases, excluding certain types, +may apply for recognition and enforcement of the judgment in the relevant people’s court of +China or Hong Kong court. +China has not entered into a treaty for the reciprocal recognition and enforcement of court +judgments with the United States, the United Kingdom, Japan, and many other countries. +Moreover, Hong Kong has no arrangement with the United States for reciprocal enforcement +of judgments. In accordance with the Civil Procedure Law of the PRC and other applicable +laws, regulations, and interpretations, a court judgment obtained in the United States or any of +the other jurisdictions mentioned above may be recognized and enforced in China or Hong +Kong, considering the treaties providing for the reciprocal enforcement of judgments between +China and the country where the judgment was made. +ARBITRATION AND ENFORCEMENT OF ARBITRAL A W ARDS +The Arbitration Law of the PRC () (the “Arbitration Law”) +was passed by the Standing Committee of the NPC on August 31, 1994, became effective on +September 1, 1995 and was amended on August 27, 2009 and September 1, 2017, respectively. +Under the Arbitration Law, an arbitration committee may, before the promulgation by the PRC +Arbitration Association of arbitration regulations, formulate interim arbitration rules in +accordance with the Arbitration Law and the Civil Procedure Law. Where the parties have +reached an arbitration agreement, but one party initiates legal proceedings before the people’s +court, the people’s court will refuse to handle the case except when the arbitration agreement +is invalid. +Under the Arbitration Law and the Civil Procedure Law, an arbitral award is final and +binding on the parties. If a party fails to comply with an award, the other party to the award +may apply to the people’s court for enforcement. If the composition of the arbitration tribunal +or the arbitration procedure violates the statutory procedure, or the matters are not within the +scope of the arbitration agreement or the arbitration commission has no jurisdiction to arbitrate +in such matters, the people’s court may refuse to enforce the arbitral award. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-22 – + + +--- page 396 --- +A party seeking to enforce a legally effective arbitral award of foreign arbitration +commission against a party who or whose property is not within the PRC shall apply to a +foreign court with jurisdiction over the case for recognition and enforcement. Similarly, an +arbitral award made by a foreign arbitration body may be handled by the PRC courts in +accordance with any international treaty concluded or acceded to by the PRC, or the principles +of reciprocity. The PRC acceded to the Convention on the Recognition and Enforcement of +Foreign Arbitral Awards (the “New York Convention”) +adopted on June 10, 1958 pursuant to a resolution of the Standing Committee of the NPC +passed on December 2, 1986. The New York Convention provides that all arbitral awards made +in a state which is a party to the New York Convention shall be recognized and enforced by +all other parties to the New York Convention, subject to their right to refuse enforcement under +certain circumstances, including where the enforcement of the arbitral award is against the +public policy of the state to which the application for enforcement is made. It was declared by +the Standing Committee of the NPC simultaneously with the accession of the PRC that (i) the +PRC will only recognize and enforce foreign arbitral awards on the principle of reciprocity; +and (ii) the PRC will only apply the New York Convention in disputes considered under PRC +laws to arise from contractual and non-contractual mercantile legal relations. +The Arrangement of the Supreme People’s Court on Mutual Enforcement of Arbitral +Awards between the Chinese Mainland and Hong Kong Special Administrative Region ( ௰ +τર) (the “Arrangement”) was +entered into between Chinese Mainland and Hong Kong. The Arrangement was promulgated in +Chinese Mainland on January 24, 2000, as a judicial interpretation by the Supreme People’s +Court and took effect on February 1, 2000. On November 26, 2020, the Supreme People’s +Court promulgated the Supplemental Arrangement of the Supreme People’s Court on Mutual +Enforcement of Arbitral Awards between Chinese Mainland and Hong Kong Special +Administrative Region (̂ +τર) (hereinafter referred to as the “Supplemental Arrangement”), which amended the +Arrangement. The Supplemental Arrangement took effect on November 27, 2020. Under the +Arrangement and the Supplemental Arrangement, subject to certain conditions, arbitral awards +rendered by arbitration institutions in Chinese Mainland pursuant to the Arbitration Law can +be enforced in Hong Kong, and arbitral awards made in Hong Kong can similarly be enforced +in Chinese Mainland. +APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +– IV-23 – + + +--- page 397 --- +ISSUE OF SHARES +Shares of the Company shall take the form of registered share certificates. +The Company shall issue shares in accordance with the principles of openness, fairness, +and equality, and each share of the same class shall have the same right. The issue terms and +price per share of the same class in the same issue shall be the same; and the same price shall +be paid for each share subscribed for by any subscriber. +INCREASE, DECREASE AND REPURCHASE OF SHARES +Subject to the provisions of laws and regulations, upon special resolutions by the general +meeting, the Company may increase its capital on the basis of its business and development +needs by any of the following means: +(1) public offering of shares; +(2) non-public offering of shares; +(3) distributing bonus shares to existing shareholders; +(4) transferring reserve funds to increase share capital; +(5) any other ways stipulated by laws, administrative regulations and requirements of +the CSRC and the Hong Kong Stock Exchange. +The Company’s increase of share capital by means of issuance of new shares shall, after +being approved pursuant to the provisions of the Articles of Association and the Hong Kong +Listing Rules, be conducted in accordance with the procedures stipulated by relevant PRC +laws, administrative regulations, the Articles of Association and the Hong Kong Listing Rules. +The Company shall not repurchase its shares, however, under the following +circumstances, the Company may repurchase its own shares in accordance with the provisions +of laws, administrative regulations, departmental rules and the Articles of Association: +(1) reducing the registered capital of the Company; +(2) merging with another company that holds the shares of the Company; +(3) granting the shares for the employee shareholding scheme or as share incentives; +(4) requesting the Company to repurchase its shares from shareholders who object to +resolutions made at the general meeting concerning merger or division of the +Company; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-1 – + + +--- page 398 --- +(5) using the shares to satisfy the conversion of corporate bonds convertible into the +shares issued by the Company; +(6) it is necessary for the Company to maintain its value and shareholders’ equity; +(7) other circumstances as permitted by laws, administrative regulations, departmental +rules and the regulatory rules of the place(s) where the Company’s shares are listed. +Save as aforementioned, the Company shall not trade in its shares. For any repurchase of +its shares by the Company, the obligation of information disclosure shall be fulfilled in +accordance with relevant laws, regulations, the Hong Kong Listing Rules, and relevant +provisions of the CSRC and the Hong Kong Stock Exchange. +The Company may repurchase its shares through open and centralized trading or other +methods permitted by laws, administrative regulations, the Hong Kong Listing Rules, the +securities regulatory rules of the place(s) where the Company’s shares are listed and the CSRC +(if necessary). +Where the Company repurchases its shares under the circumstances described in items +(3), (5) and (6) set out above, it shall be carried out by open and centralized trade. +Where the Company repurchases its shares under the circumstances described in items (1) +and (2) set out above, it shall be subject to a resolution of the general meeting; where the +Company repurchases its shares under the circumstances described in items (3), (5) and (6) set +out above, it can be, in accordance with the provisions of the Articles of Association or +authorization by the general meeting, resolved by a Board meeting with the attendance of more +than two-thirds of the Directors. +Shares repurchased by the Company under item (1) set out above shall be canceled within +10 days from the date of repurchase; shares repurchased under items (2) and (4) set out above +shall be transferred or canceled within 6 months thereafter; and all of the shares repurchased +under items (3), (5) and (6) set out above shall not exceed 10% of the total issued shares of +the Company, and shall be transferred or canceled within 3 years. +If it is otherwise specified in laws, regulations, normative documents, and the relevant +regulatory rules in the place(s) where the Company’s shares are listed on the matters involving +the repurchase of shares of the Company, such provisions shall prevail. +TRANSFER OF SHARES +Unless otherwise stipulated by laws, administrative regulations and securities regulatory +authorities at the place(s) where the Company’s shares are listed, paid-up shares of the +Company shall be freely transferable and are not subject to any lien. Shares of the Company +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-2 – + + +--- page 399 --- +may be presented, inherited and pledged pursuant to relevant laws, administrative regulations +and the Articles of Association. The transfer of the Company’s shares shall be registered with +the local stock registration institution entrusted by the Company. +Instrument of transfer and other documents relating to or affecting the ownership of any +H Share shall be registered with the local stock registration institution in Hong Kong entrusted +by the Company. +The listing and trading of the Company’s H Shares on the Main Board of the Hong Kong +Stock Exchange, and the termination of listing of the Company’s H Shares shall be handled in +accordance with the Hong Kong Listing Rules and other relevant requirements. The Company +shall not accept its own shares as the subject of mortgage. +Shares issued prior to the public offering of any shares of the Company shall not be +transferred within one year from the date on which the shares of the Company are listed and +traded on the stock exchange(s). If any law or administrative regulation, or any provision by +the securities regulatory authorities of the State Council specifies otherwise for the transfer of +Company’s shares held any shareholder or de facto controller of a listed company, such +provisions should prevail. +Directors and senior management members of the Company shall declare to the Company +their shareholdings in the Company and any changes thereof, and shall not transfer more than +25% of the total number of shares of the Company held by them each year during their terms +of office. The shares of the Company held by them shall not be transferred within one year from +the date on which the shares of the Company are listed and traded. The aforementioned +personnel shall not transfer the shares of the Company directly held by them within 18 months +after they apply for resignation from the Company within 6 months from the date of the initial +public offering of shares. The aforementioned personnel shall not transfer the shares of the +Company directly held by them within 12 months after they apply for resignation from the +Company within 7 to 12 months from the date of the initial public offering of shares. If there +are other requirements for restrictions on the transfer of shares imposed by the Hong Kong +securities regulatory institutions, such requirements shall prevail. +REGISTER OF SHAREHOLDERS +The Company shall keep the register of shareholders in accordance with the law. The +register of shareholders shall be the sufficient evidence to prove the shareholders’ holding of +the Company’s shares. A shareholder shall enjoy the rights and assume the obligations attached +to the class of shares held. Shareholders holding the same class of shares shall be entitled to +the same rights and assume equal obligations. +The Company shall keep the original register of shareholders for overseas listed shares in +Hong Kong and a duplicate register of shareholders for overseas listed shares at the domicile +of the Company. The entrusted overseas agent shall ensure the consistency between the original +and duplicate register of shareholders at all times. The branch register of shareholders of the +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-3 – + + +--- page 400 --- +Company in Hong Kong must be available for inspection by shareholders, provided that the +Company may handle the registration of shareholders in accordance with applicable laws and +regulations and the securities regulatory rules of the place(s) where the Company’s shares are +listed. +If any person who has his/her name registered or requests to have his/her name registered +on the register of shareholders loses his/her share certificate(s), he/she may apply to the +Company for issuing replacement share certificate(s) representing the same shares. In the event +that a holder of domestic shares loses his/her share certificate(s) and applies for issuing +replacement share certificate(s), the matter shall be handled in accordance with the relevant +provisions of the Company Law. In the event that a holder of overseas listed foreign shares +loses his/her share certificate(s) and applies for issuing replacement share certificate(s), he/she +should follow the procedures as required by the laws, regulations of the stock exchange or +other related rules in the place where the register of shareholders for such overseas listed +foreign shares is kept. +SHAREHOLDERS AND GENERAL MEETINGS +Rights and Obligations of Shareholders +Shareholders of the Company shall enjoy the following rights: +(1) to receive dividends and other forms of benefit distribution in proportion to the +number of shares they hold; +(2) to lawfully request, convene, preside over, attend or appoint a proxy to attend the +general meeting and exercise corresponding voting rights; +(3) to supervise the operation of the Company and make suggestions and inquiries; +(4) to transfer, gift or pledge their shares in accordance with laws, administrative +regulations, the Articles of Association and the Hong Kong Listing Rules; +(5) to inspect and copy the Articles of Association, the register of shareholders, minutes +of general meetings; resolutions of Board meetings, and the financial and accounting +reports according to law; +(6) upon termination or liquidation of the Company, to participate in the distribution of +the remaining assets of the Company in proportion to the number of Shares they +hold; +(7) to require the Company to repurchase their shares by shareholders who disagree +with the resolutions for the merger and division of the Company made at the general +meeting; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-4 – + + +--- page 401 --- +(8) other rights stipulated by laws, administrative regulations, departmental rules, the +securities regulatory rules of the place(s) where the Company’s shares are listed or +the Articles of Association. +The shareholders of the Company shall assume the following obligations: +(1) to comply with laws, administrative regulations and the Articles of Association; +(2) to pay subscription monies according to the shares subscribed and the method of +subscription; +(3) not to withdraw their shares unless required by laws and regulations; +(4) not to abuse their shareholders’ rights to jeopardize the interests of the Company or +other shareholders; and not to abuse the status of the Company as an independent +legal person and the limited liability of shareholders to evade repayment of debts +and jeopardize the interests of any creditors of the Company; +(5) other obligations imposed by laws, administrative regulations, the regulatory rules +of the place(s) where the Company’s shares are listed and the Articles of +Association. +Proxies of Shareholders +An individual shareholder who attends the general meeting in person shall produce +his/her own identity card or other valid documents or proof evidencing his/her identity. Where +a shareholder intends to appoint a proxy to attend the general meeting on his/her behalf, the +proxy shall produce his/her own valid identity documents and the power of attorney issued by +the shareholder. +A corporate shareholder shall designate its legal representative or a proxy appointed by +the legal representative to attend the meeting. If the legal representative attends the meeting, +he or she shall produce his or her own identity card and valid proof of his or her legal +representative status. If a proxy has been appointed to attend the meeting, such proxy shall +produce his/her own identity card and the written power of attorney issued by the legal +representative of the corporate shareholder according to law. +The power of attorney issued by a shareholder authorizing others to attend the general +meeting shall state the following: +(1) the name of the appointer and the number and class of the Company’s shares held +by him/her; +(2) the name of the proxy; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-5 – + + +--- page 402 --- +(3) the specific instructions of the shareholder, including instructions to vote for, +against or abstain from voting on each matter to be deliberated on the agenda of the +general meeting; +(4) date of issuance and validity period of the power of attorney; +(5) signature (or seal) of the appointer. If the appointer is a corporate shareholder, the +seal of the legal entity shall be affixed. +The power of attorney shall contain a statement that, in the absence of specific +instructions from the shareholder, the proxy may vote according to his/her own discretion. +Without such a statement, such proxy shall be deemed to have the right to vote at its own +discretion. +Where the appointer has deceased, incapacitated to act, withdrawn the appointment or the +power of attorney, or where the relevant shares have been transferred prior to the voting, a vote +given by the proxy in accordance with the power of attorney shall remain valid provided that +no written notice of such event has been received by the Company prior to the commencement +of the relevant meeting. The power of attorney shall contain a statement that, in the absence +of specific instructions from the shareholder, the proxy of the shareholder may vote according +to his/her own discretion. +In the event that the power of attorney is signed by another person authorized by the +appointer, the signed authorization or other authorization instrument shall be notarized, and +such notarized authorization, other authorization instrument and the power of attorney shall be +maintained at the domicile of the Company or at such other location as specified in the notice +regarding the convening of the meeting. +Where the appointer is a legal person, its legal representative or a person authorized by +the Board or other decision-making body shall be entitled to attend the general meeting of the +Company as the representative of such legal person. +Where the shareholder is a recognized clearing house (or its agent) as defined in the Hong +Kong Securities and Futures Ordinance or the relevant ordinance enacted from time to time in +Hong Kong, the shareholder may authorize one or more person(s) as it thinks fit to act as its +representative(s) at any general meeting provided that, if one or more person(s) is/are so +authorized, the power of attorney shall clearly state the number and class of shares for which +each person is so authorized. The person so authorized may represent the recognized clearing +house (or its agent) to exercise the rights (without being required to present a share certificate, +notarized authorization and/or further evidence of due authorization), as if such person was an +individual shareholder of the Company, who shall have the same statutory rights as other +shareholders, including the right to speak and vote. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-6 – + + +--- page 403 --- +Power of the General Meeting and Matters Determined by It +The general meeting shall comprise all shareholders. The general meeting is the organ of +authority of the Company, and shall exercise the following functions and powers according to +law: +(1) to elect and replace Directors and decide on matters relating to the remuneration of +Directors; +(2) to consider and approve reports of the Board of Directors; +(3) to consider and approve the Company’s profit distribution plans and plans for +making up losses; +(4) to resolve on increases or reductions in the Company’s registered capital; +(5) to resolve on issuance of corporate bonds of the Company; +(6) to resolve on the Company’s merger, division, dissolution, liquidation or change of +its corporate form; +(7) to amend the Articles of Association; +(8) to resolve on the engagement or dismissal of the accounting firm that undertakes the +Company’s audit; +(9) to consider and approve the guarantees as stipulated in the Articles of Association; +(10) to consider matters relating to the acquisition or disposal of material assets by the +Company within one year in an amount exceeding 30% of the latest audited total +assets of the Company; +(11) to consider and approve matters relating to the changes in the use of proceeds; +(12) to consider share incentive plans and employee stock ownership plans; +(13) to consider other matters to be resolved by the general meeting as required by laws, +administrative regulations, departmental rules, the Hong Kong Listing Rules, other +securities regulatory rules of the place(s) where the Company’s shares are listed or +the Articles of Association. +The general meeting may authorize the Board of Directors to make resolutions on the +issuance of corporate bonds. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-7 – + + +--- page 404 --- +The following acts of external guarantees of the Company shall be considered and passed +by the general meeting: +(1) any guarantee to be provided once the total amount of external guarantees provided +by the Company or its controlled subsidiary has exceeded 50% of the Company’s +latest audited net assets; +(2) any guarantee to be provided once the total amount of external guarantees provided +by the Company has exceeded 30% of the Company’s latest audited total assets; +(3) any guarantee provided by the Company to others, where the amount of guarantees +within one year exceeds 30% of the Company’s latest audited total assets; +(4) any guarantee provided to any party with a gearing ratio in excess of 70%; +(5) any single guarantee with an amount more than 10% of the Company’s latest audited +net assets; +(6) any guarantee to be provided to a shareholder or a de facto controller or a related +party thereof; +(7) other circumstances stipulated by laws, regulations, normative documents, the Hong +Kong Listing Rules, other regulatory rules of the place(s) where the Company’s +shares are listed or the Articles of Association. +When the guarantee mentioned in item (3) in the preceding paragraph is reviewed at the +general meeting, it shall be passed by more than two-thirds of the voting rights held by the +shareholders present at the meeting. +When a proposal on providing any guarantees for a shareholder or a de facto controller +or a related party thereof is being reviewed at the general meeting, the shareholder or the +shareholder controlled by the de facto controller shall abstain from voting on the proposal. +Except for the provisions in the preceding paragraph, the proposal shall be subject to approval +by more than half of the voting rights of other shareholders attending the general meeting. +Where a guarantee is provided by the Company to a wholly-owned subsidiary or a +guarantee is provided to its controlled subsidiary and other shareholders of such controlled +subsidiary provided guarantees in proportion to their rights and interests, and such guarantees +fall within the items (1) to (4) of the first paragraph on the powers and functions of the general +meeting, they may be exempted from being submitted to the general meeting for consideration. +Transactions of the Company meeting the standards for submission to the general meeting +for approval based on the definition of transactions and relevant calculations as stipulated in +the Hong Kong Listing Rules, shall be submitted to the general meeting for consideration in +accordance with the Hong Kong Listing Rules, in addition to consideration and approval by the +Board. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-8 – + + +--- page 405 --- +The resolutions of the general meeting shall be classified as ordinary resolutions and +special resolutions. +Ordinary resolutions at a general meeting shall be passed by more than half of the voting +shares held by shareholders (including their proxies) attending the meeting. +Special resolution at a general meeting shall be passed by more than two-thirds of the +voting rights held by shareholders (including their proxies) attending the general meeting. +The following matters shall be resolved by an ordinary resolution at a general meeting: +(1) work reports of the Board of Directors; +(2) profit distribution plans and loss recovery plans formulated by the Board of +Directors; +(3) removal and appointment of members of the Board of Directors, and their +remuneration and method of payment of their remuneration; +(4) the engagement or dismissal of the accounting firm or not to renew the appointment +thereof, and its remuneration; +(5) other significant matters exceeding the investment and decision-making authority of +the Board of Directors as stipulated in the Articles of Association; +(6) matters other than those required to be approved by special resolutions under laws, +administrative regulations, the Hong Kong Listing Rules, the securities regulatory +rules of the place(s) where the Company’s shares are listed or the Articles of +Association. +The following matters shall be resolved by a special resolution at a general meeting: +(1) any increase or reduction in the Company’s registered capital; +(2) division, spin-off, merger, dissolution, liquidation or changes in the form of the +Company; +(3) amendments to the Articles of Association and its annexes (including the rules of +procedure for the general meetings, the rules of procedure for the Board meetings); +(4) acquisition or disposal of material assets or provision of guarantees by the Company +within one year with an amount exceeding 30% of the latest audited total assets of +the Company; +(5) any share incentive plan; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-9 – + + +--- page 406 --- +(6) any adjustment or change of the Company’s profit distribution policy; +(7) repurchasing shares to reduce the registered capital; +(8) any material asset restructuring; +(9) voluntary winding up of the Company; +(10) any other matter specified in laws, administrative regulations, the Hong Kong +Listing Rules, other securities regulatory rules of the place(s) where the Company’s +shares are listed or the Articles of Association, and confirmed by an ordinary +resolution at a general meeting that it may have a material impact on the Company +and accordingly shall be approved by special resolutions. +The shareholders (including their proxies) shall exercise their voting rights according to +the number of voting shares that they represent and each share shall have one vote, except for +class shareholders. +Where any material matter that has an impact on the interests of minority investors is +considered at a general meeting, the votes cast by minority investors shall be disclosed to the +public in a timely manner in accordance with the relevant laws and regulations, and the Hong +Kong Listing Rules. +Shares of the Company held by the Company shall carry no voting rights, and be excluded +from the total voting shares held by shareholders present at a general meeting. +If a shareholder’s purchase of the Company’s voting shares violates the paragraphs of (1) +and (2) of Article 63 of the Securities Law, the portion of the shares over the prescribed ratio +shall not be allowed to exercise voting rights for a period of thirty-six months after the +purchase and shall not be counted towards the total number of voting shares held by +shareholders present at the general meeting. +The Board of Directors, independent non-executive Directors and shareholders holding +more than 1% of the voting shares may solicit rights from shareholders. The solicitor shall not +publicly solicit voting rights from shareholders in a paid or disguised pay way. Except for +statutory conditions, the Company may not pose obstacles, such as minimum shareholding ratio +restrictions on the solicitation of voting rights. +Where any shareholder is, under the applicable laws and regulations and the Hong Kong +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 +shareholder in contravention of such requirements or restrictions shall not be counted. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-10 – + + +--- page 407 --- +Convening, Proposals and Notices of Meetings +The Board of Directors shall convene the general meeting on time within the specified +period. +With the approval of a majority of all independent non-executive Directors, the +independent non-executive Directors shall have the right to propose to the Board of Directors +to convene an extraordinary general meeting. Where an independent Director proposes that an +extraordinary general meeting be held, the Board of Directors shall, in accordance with laws, +administrative regulations, the Hong Kong Listing Rules and the Articles of Association, +furnish a written reply on whether to convene the extraordinary general meeting within 10 days +upon receipt of the proposal. If the Board of Directors agrees to convene the extraordinary +general meeting, a notice of such meeting shall be issued within five days upon the passing of +the Board resolution. If the Board of Directors does not agree to convene the extraordinary +general meeting, it shall explain the reasons and make an announcement. +The Audit Committee shall have the right to propose to the Board of Directors to convene +an extraordinary general meeting, and such proposal shall be made to the Board of Directors +in writing. The Board of Directors shall, in accordance with laws, administrative regulations +and the Articles of Association, furnish a written reply on whether to convene the extraordinary +general meeting within 10 days upon receipt of the proposal. +If the Board of Directors agrees to convene the extraordinary general meeting, a notice +of such meeting shall be issued within five days upon the passing of the Board resolution. Any +changes to the original proposal made in the notice shall be approved by the Audit Committee. +If the Board of Directors does not agree to convene the extraordinary general meeting or +fails to furnish a reply within 10 days upon receipt of such proposal, the Board of Directors +shall be deemed to be unable or fail to perform the duty of convening the general meeting, and +the Audit Committee may convene and preside over the meeting on its own. +Any shareholder(s) individually or jointly holding over 10% of the Company’s shares +shall have the right to request the Board of Directors to convene an extraordinary general +meeting, and such request shall be made in writing to the Board of Directors. The Board of +Directors shall, in accordance with laws, administrative regulations and the Articles of +Association, furnish a written reply on whether to convene the extraordinary general meeting +within 10 days upon receipt of the proposal. +If the Board of Directors agrees to convene the extraordinary general meeting, a notice +of such meeting shall be issued within five days upon the passing of the Board resolution. Any +changes to the original request made in the notice shall be approved by the relevant +shareholders. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-11 – + + +--- page 408 --- +If the Board of Directors does not agree to convene the extraordinary general meeting or +fails to furnish a reply within 10 days upon receipt of such request, the shareholder(s) +individually or jointly holding over 10% of the shares of the Company shall have the right to +request the Audit Committee to convene an extraordinary general meeting, and such request +shall be made in writing. +If the Audit Committee agrees to convene the extraordinary general meeting, a notice of +such meeting shall be issued within five days upon receipt of the request. Any changes to the +original request in the notice shall be approved by the relevant shareholders. +If the Audit Committee fails to issue the notice of the general meeting within the +prescribed period, it shall be deemed that the Audit Committee does not convene and preside +over the general meeting, and the shareholder(s) individually or jointly holding over 10% of +the shares of the Company for more than 90 consecutive days may convene and preside over +the meeting on its/their own. +The contents of the proposals shall fall within the terms of reference of the general +meeting, have clear topics and specific resolutions, and comply with the relevant provisions of +laws, administrative regulations and the Articles of Association. +The Board of Directors, the Audit Committee and the shareholder(s) individually or +jointly holding more than 1% of the Company’s shares shall have the right to make proposals +to the Company. +The shareholder(s) individually or jointly holding more than 1% of the Company’s shares +may put forward interim proposals and submit such proposals in writing to the convener ten +days before the general meeting is held. The convener shall issue a supplemental notice of the +general meeting within 2 days upon the receipt of such proposals, announce the contents of the +interim proposals and submit the same to the general meeting for consideration, provided that +such proposals shall not violate laws, administrative regulations or the Articles of Association, +and shall fall within the terms of reference of the general meeting. +Except for the circumstances set out above, the convener shall not modify the proposals +listed or add any new proposal in the notice of the general meeting after sending it out. +Proposals not set out in the notice of the general meeting or not in compliance with +applicable laws, administrative regulations, departmental rules, normative documents, the +Hong Kong Listing Rules and the Articles of Association shall not be voted on or resolved on +at the general meeting. +The Company shall not increase the shareholding of shareholders who put forward +interim proposals. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-12 – + + +--- page 409 --- +Proposals not set out in the notice of the general meeting or in the notice of interim +proposals or not in compliance with the provisions shall not be voted on or resolved on at the +general meeting. +The notice of a general meeting shall include the following: +(1) the time, venue and duration of the meeting; +(2) matters and proposals to be considered at the meeting; +(3) a prominent written statement that all shareholders have the right to attend the +general meeting, and may appoint a proxy in writing, who need not be a shareholder, +to attend and vote on his/her behalf; +(4) the shareholding registration date for shareholders entitled to attend the general +meeting; +(5) the name and telephone number of permanent contact persons for the affairs of the +meeting; +(6) the voting time and procedure via the Internet or through other means; +(7) other requirements stipulated by laws, administrative regulations, departmental +rules, the Hong Kong Listing Rules, other securities regulatory rules of the place(s) +where the Company’s shares are listed and the Articles of Association. +The specific details of all proposals shall be adequately and fully disclosed in all general +meeting notices and supplementary notices. Where matters to be discussed require independent +non-executive Directors’ opinions, the opinions and reasons given by the independent +non-executive Directors shall be disclosed when the general meeting notice or supplementary +notice is issued. +Where other voting methods are to be adopted at the general meeting, the notice shall also +specify the voting time and the matters to be voted on. Where the general meeting is to be +convened via the internet or in any other manner, the notice of the general meeting shall clearly +state the time and procedure of voting via the internet or any other manner. The time to start +voting at a general meeting held via the internet or any other mean shall not be earlier than +3:00 p.m. of the day immediately preceding the date of the physical general meeting but not +later than 9: 30 a.m. of the date of the physical general meeting, and shall not conclude earlier +than 3: 00 p.m. of the date on which the physical general meeting is concluded. +The interval between the record date and the date of the meeting shall conform to the +requirements of the relevant regulatory authorities at the place(s) where the shares of the +Company are listed. Once the record date is confirmed, no change may be made thereto. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-13 – + + +--- page 410 --- +DIRECTORS AND BOARD OF DIRECTORS +Directors +Directors of the Company are natural persons. A person shall not serve as a Director if: +(1) a person without capacity or with restricted capacity for civil conduct; +(2) a person who has been sentenced to any criminal penalty due to an offense of +corruption, bribery, encroachment of property, misappropriation of property, or +disrupting the order of the socialist market economy, or has been deprived of +political rights due to a crime, where a five-year period has not elapsed since the +date of completion of the sentence; if he/she is pronounced for suspension of +sentence, a two-year period has not elapsed since the expiration of the suspension +period; +(3) a person who was a director, factory director or manager of a company or enterprise +which has entered into insolvent liquidation and who was personally liable for the +insolvency of such company or enterprise, where less than three years have elapsed +since the date of the completion of the insolvency and liquidation of such company +or enterprise; +(4) a person who was a legal representative of a company or enterprise which had its +business license revoked due to violation of the law and had been closed down by +order, and who was personally liable, where less than three years have elapsed since +the date of the revocation of the business license of the company or enterprise or the +order for closure; +(5) being listed as one of dishonest persons subject to enforcement by the people’s court +due to his/her failure to pay off a relatively large amount of due debts; +(6) a person who has been banned from entering the securities market by the CSRC and +whose term has not yet expired; +(7) a person who is publicly deemed to be disqualified to act as a director or senior +management of listed companies by the stock exchange, where the disqualification +period remains effective; +(8) other requirements stipulated by laws, administrative regulations, departmental +rules, the Hong Kong Listing Rules, other securities regulatory rules of the place(s) +where the Company’s shares are listed. +Any election or appointment of a Director in violation of this Article shall be invalid. If +a Director falls under the circumstances stipulated in this Article during his/her term of office, +the Company will remove him/her from his/her position and suspend his/her duties. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-14 – + + +--- page 411 --- +The Directors shall be elected or replaced by the general meeting, and each term of office +of a Director is three years. A Director shall be eligible for re-election upon the expiration of +the term of office. However, an independent non-executive Director shall be re-elected upon +corresponding consideration procedures in accordance with the Hong Kong Listing Rules if +such Director has served in his/her position for more than six years. +Provided that there is no violation of relevant laws, regulations and regulatory rules, +shareholders are entitled to remove any Director (including the managing director or other +executive Directors) prior to the expiration of his/her term of office by passing an ordinary +resolution at a general meeting; however, such removal shall not prejudice such Director from +making claims for damages under any contract. +The term of office a Director shall start from the date on which the said Director takes +office until the expiry of the term of the prevailing session of the Board. If the term of office +of a Director expires without timely re-election, the original Director shall still perform the +duties of a Director in accordance with laws, administrative regulations, departmental rules, the +securities regulatory rules of the place(s) where the Company’s shares are listed and the +Articles of Association before a newly elected Director takes office. +A Director may serve concurrently as a member of the senior management, but the +Directors serving concurrently as such and the Directors being employee representatives shall +not be more than half of all Directors of the Company. +Board of Directors +The Board of Directors shall exercise the following functions and powers: +(1) to convene the general meeting and report to the general meeting; +(2) to implement the resolutions passed at the general meeting; +(3) to determine the business plans and investment plans of the Company; +(4) to prepare the plans for profit distribution and plans for making up losses of the +Company; +(5) to formulate plans in respect of any increase or reduction of the registered capital, +the issuance of bonds or other securities, and the listing of the Company; +(6) to formulate plans for material acquisition, repurchase of the Company’s shares, or +merger, division, dissolution, and change of the corporate form of the Company; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-15 – + + +--- page 412 --- +(7) to determine, within the authority granted by the general meeting, matters such as +external investment, the acquisition and disposal of assets, asset mortgages, external +guarantees, consigned financial management, related (connected) transactions, and +external donations and gifts; +(8) to determine the establishment of the internal management structure of the +Company; +(9) to determine the appointment or dismissal of the General Manager, the secretary to +the Board of Directors and other senior management members of the Company, and +determine their remunerations, rewards and punishments; and according to the +nomination by the General Manager, to determine the appointment or dismissal of +other senior management members, such as deputy general managers and the +person-in-charge of finance of the Company, and determine their remunerations, +rewards and punishments; +(10) to formulate the Company’s basic management system; +(11) to draw up proposals for any amendment to the Articles of Association; +(12) to manage the matters of information disclosure of the Company; +(13) to propose at the general meeting the appointment or change of any accounting firm +which provides auditing services for the Company; +(14) to receive work reports of the General Manager and review his/her work; +(15) to consider and handle the transfer of the Company’s domestic shares held by +shareholders to overseas investors, or the approval for the conversion of the +Company’s domestic shares held by shareholders into overseas listed shares which +can be listed on an overseas stock exchange; +(16) to decide to apply to relevant domestic and foreign government authorities and +regulatory bodies regarding matters related to the “full circulation” of H-shares, and +separately or jointly handle all matters related to the “full circulation” of H-shares +in its sole discretion; +(17) to separately or jointly deal with matters relating to the additional issuance of the +Company’s H Shares under the authorization of the annual general meeting, i.e. to +determine separately or jointly allot, issue and deal with H Shares of the Company +(not exceeding 20% of the H Shares in issue (excluding Treasury Shares) as at the +date on which the authorization resolution was passed at the general meeting and to +determine the terms and conditions for the allotment, issuance and dealing with new +Shares; meanwhile, the Board of Directors has rights to obtain approvals from or +complete filings with the CSRC, Hong Kong Stock Exchange and other relevant +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-16 – + + +--- page 413 --- +regulatory authorities in connection with the aforementioned additional issuance +under the provisions of relevant laws and regulations; provided that the capital +contribution in the form of non-monetary property shall be resolved at the general +meeting; and +(18) to exercise other functions and powers conferred by laws, administrative +regulations, departmental rules, the Hong Kong Listing Rules, other securities +regulatory rules of the place(s) where the Company’s shares are listed, the Articles +of Association, or the general meeting. +Matters beyond the authorization of the general meeting shall be submitted to the general +meeting for consideration. +Special Committees under the Board +The Company’s Board of Directors shall establish an audit committee, which shall +exercise the powers and functions of the supervisory committee as stipulated in the Company +Law. +The members of the Audit Committee shall be non-executive Directors, and the convener +shall be an independent non-executive Director with professional accounting qualifications. +The Audit Committee shall be responsible for reviewing the Company’s financial +information and its disclosure, supervising and evaluating internal and external audit work and +internal control, and the following matters shall be submitted to the Board of Directors for +deliberation after being approved by more than half of all members of the Audit Committee: +(1) disclosing financial information in financial and accounting reports and periodic +reports, and internal control evaluation reports; +(2) appointing or dismissing the accounting firm engaged to undertake the audit of the +Company; +(3) appointing or dismissing the Company’s chief financial officer; +(4) making changes to accounting policies or accounting estimates, or correcting +material accounting errors, for reasons other than changes in accounting standards; +(5) other matters stipulated by laws, administrative regulations, the Hong Kong Listing +Rules, other securities regulatory rules of the place(s) where the Company’s shares +are listed and the Articles of Association. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-17 – + + +--- page 414 --- +The Audit Committee shall convene at least one meeting every quarter. An extraordinary +meeting may be convened upon the proposal of two or more members, or when the convener +deems it necessary. A meeting of the Audit Committee requires the attendance of more than +two-thirds of its members to be held. +Resolutions made by the Audit Committee shall be passed by more than half of its +members. +V oting on resolutions of the Audit Committee shall be on a one-person, one-vote basis. +Resolutions of the Audit Committee shall be recorded in minutes of meetings prepared in +accordance with regulations, and members of the Audit Committee present at the meeting shall +sign the minutes. +In addition to the Audit Committee, the Board of Directors shall establish a nomination +committee, a remuneration and appraisal committee and other special committees. These +committees shall perform their duties in accordance with these Articles and the authorization +of the Board of Directors, and the proposals of special committees shall be submitted to the +Board of Directors for deliberation and decision. The working regulations of the special +committees shall be formulated by the Board. +The Nomination Committee shall be responsible for formulating the standards and +procedures for the selection of Directors and senior management members, selecting and +reviewing the candidates for Directors and senior management members and their +qualifications for office, and making recommendations to the Board of Directors on the +following matters: +(1) nominating or appointing and removing of Directors; +(2) appointing or dismissing senior management members; +(3) other matters as provided by laws, administrative regulations, the requirements of +the CSRC and the Articles of Association. +If the Board of Directors does not adopt or does not fully adopt the recommendations of +the Nomination Committee, the opinions of the Nomination Committee and the specific +reasons for not adopting such recommendations shall be recorded in the resolution of the Board +of Directors and shall be disclosed in accordance with laws and regulations, the Hong Kong +Listing Rules, other securities regulatory rules of the place(s) where the Company’s shares are +listed, and the Articles of Association. +The Remuneration and Appraisal Committee shall be responsible for formulating the +evaluation criteria for Directors and senior management members; conducting the evaluation; +preparing and reviewing the remuneration policies and programs for Directors and senior +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-18 – + + +--- page 415 --- +management members such as the mechanism for determining the remuneration of directors +and senior management, the decision-making process, and the arrangements for the payment +and stop-payment recourse; and making recommendations to the Board of Directors on the +following matters: +(1) the remuneration of Directors and senior management members; +(2) formulating or changing share incentive plans and employee stock ownership plans, +the granting of entitlements to participants in such plans, and the satisfaction of +conditions for the exercise of such entitlements; +(3) arranging share ownership plans for Directors and senior management in the +subsidiaries proposed to be spun off; +(4) other matters as prescribed by laws, administrative regulations, the requirements of +the CSRC and the Articles of Association. +If the Board of Directors does not adopt or does not fully adopt the recommendations of +the Remuneration and Appraisal Committee, the opinions of the Remuneration and Appraisal +Committee and the specific reasons for not adopting such recommendations shall be recorded +in the resolution of the Board of Directors and shall be disclosed in accordance with laws and +regulations, the Hong Kong Listing Rules, other securities regulatory rules of the place(s) +where the Company’s shares are listed, and the Articles of Association. +Independent Non-executive Directors +The independent non-executive Directors shall conscientiously perform their duties in +accordance with laws, administrative regulations, the regulatory rules of the CSRC and the +place(s) where the Company’s shares are listed, and the Articles of Association, play the roles +of participating in the decision-making, supervising, checking and balancing, and professional +consulting in the Board, safeguard the interests of the Company as a whole, and protect the +lawful rights and interests of minority shareholders. +Independent non-executive Directors must maintain their independence. The following +persons shall not be independent non-executive Directors: +(1) Persons working in the Company or its affiliated enterprises, and their spouses, +parents, children and main social relations; +(2) Natural person shareholders directly or indirectly holding more than 1% of the +issued shares of the Company or among the top ten shareholders of the Company, +and their spouses, parents and children; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-19 – + + +--- page 416 --- +(3) Shareholders directly or indirectly holding more than 5% of the issued shares of the +Company or persons among the top five shareholders of the Company, and their +spouses, parents and children; +(4) Persons working in the affiliated enterprises of the controlling shareholders or de +facto controllers of the Company, and their spouses, parents and children; +(5) Persons who have material business dealings with the Company and its controlling +shareholders or de facto controllers or their respective affiliated enterprises, or who +work in entities that have material business dealings with the Company and its +controlling shareholders or de facto controllers; +(6) Persons who provide financial, legal, consulting and sponsorship services for the +Company, its controlling shareholders, de facto controllers or their respective +affiliated enterprises, including but not limited to, all project team members, review +persons at all levels, report signing persons, partners, directors, senior management +members and principal persons of the intermediary agency providing services; +(7) Persons who have experienced any of the conditions listed in items (1) to (6) within +the last twelve months; +(8) Other persons who do not possess independence as stipulated by laws, +administrative regulations, the requirements of the CSRC, the business rules of +stock exchange(s), the Hong Kong Listing Rules and the Articles of Association. +The affiliated enterprises of the controlling shareholders and the de facto controllers of +the Company mentioned in items (4) to (6) of the preceding paragraph exclude the enterprises +which are controlled by the same state-owned assets management institution together with the +Company and are not related (connected) with the Company according to the relevant +regulations. +Independent non-executive Directors shall conduct an annual self-examination of +independence and submit the self-examination to the Board. The Board of Directors shall +evaluate and issue a special opinion on the independence of the incumbent independent +non-executive Directors on an annual basis, which shall be disclosed at the same time as the +annual report. +An independent non-executive Director of the Company shall meet the following +conditions: +(1) be qualified to serve as a Director of a listed company in accordance with laws, +administrative regulations and other relevant provisions, and regulatory rules of the +place(s) where the Company is listed; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-20 – + + +--- page 417 --- +(2) comply with the independence requirements stipulated in the Articles of +Association; +(3) possess basic knowledge of the operation of a listed company and be familiar with +relevant laws, regulations and rules; +(4) have at least five years of working experience in law, accounting or economics +necessary for the fulfillment of his/her duty as an independent non-executive +Director; +(5) possess good personal integrity and no major breach of trust or other adverse +records; +(6) other conditions as stipulated by laws, administrative regulations, departmental +rules, Hong Kong Listing Rules, other regulatory rules of the place(s) where the +Company’s shares are listed and the Articles of Association. +If at any time the independent non-executive Directors of the Company do not meet the +quorum, qualification or independence requirements set out in the Hong Kong Listing Rules, +the Company shall immediately notify the Hong Kong Stock Exchange and make an +announcement stating the relevant details and reasons and appoint a sufficient number of +independent non-executive Directors to meet the requirements of the Hong Kong Listing Rules +within three months after the occurrence of the non-compliance condition. +Independent non-executive Directors, as members of the Board of Directors, owe loyalty +duties and diligence duties to the Company and all shareholders, and shall prudently perform +the following duties: +(1) to participate in the decision-making of the Board and express clear opinions on +matters under discussion; +(2) to supervise any potential material conflict of interest between the Company and its +controlling shareholders, de facto controllers, Directors or senior management, and +protect the legitimate rights and interests of minority shareholders; +(3) to provide professional and objective advice on the Company’s operations and +development to promote improvement in the decision-making quality of the Board; +(4) other duties stipulated by laws, administrative regulations, departmental rules, Hong +Kong Listing Rules, other securities regulatory rules of the place(s) where the +Company’s shares are listed and the Articles of Association. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-21 – + + +--- page 418 --- +Independent non-executive Directors shall exercise the following special functions and +powers: +(1) to engage an intermediary institution independently for auditing, consultation or +verification on specific matters of the Company; +(2) to propose to the Board of Directors for the convening of extraordinary general +meetings; +(3) to propose for the convening of Board meetings; +(4) to publicly solicit shareholders’ rights from shareholders in accordance with the law; +(5) to express independent opinions on matters that may jeopardize the rights and +interests of the Company or minority shareholders; +(6) other functions and powers stipulated by laws, administrative regulations, the Hong +Kong Listing Rules, other securities regulatory rules of the place(s) where the +Company’s shares are listed and the Articles of Association. +In the event that independent non-executive Directors exercise any of the functions and +powers listed in items (1) to (3) of the preceding paragraph, the exercise of such functions and +powers shall be subject to the approval of a majority of all the independent non-executive +Directors. +When independent non-executive Directors exercise the functions and powers set forth in +the first paragraph, the Company shall disclose in time. If the aforesaid functions or powers +cannot be exercised normally, the Company shall disclose the specific circumstances and +reasons. +The General Manager and Other Senior Management Members +The Company shall have one general manager who shall be appointed or dismissed by the +Board of Directors. The Company shall have deputy general managers according to the needs +of work, who shall be appointed or dismissed by the Board of Directors. +The provisions of the Articles of Association regarding the circumstances under which +one is not allowed to serve as a Director and the management system on resignations shall also +apply to the senior management. The provisions of the Articles of Association regarding the +loyalty duties and diligence duties of Directors shall also apply to the senior management. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-22 – + + +--- page 419 --- +Any person working with the controlling shareholders or de facto controllers of the +Company other than as a director shall not serve as a senior management member of the +Company. The senior management members of the Company shall only be entitled to the +salaries paid by the Company. The controlling shareholders shall not pay the salaries on behalf +of the Company. +The term of office of the General Manager shall be three years, renewable upon +re-appointment. The General Manager shall be accountable to the Board of Directors, attend +Board meetings and exercise the following functions and powers: +(1) to be in charge of the Company’s production, operation and management, to +organize and implement the resolutions of the Board and to report his/her work to +the Board; +(2) to organize and implement the Company’s annual business plans and investment +plans; +(3) to formulate the Company’s plans for the establishment of its internal management +structure; +(4) to formulate the Company’s basic management system; +(5) to formulate specific rules and regulations of the Company; +(6) to propose to the Board to appoint or dismiss deputy general managers and the chief +financial officer and other senior management members of the Company; +(7) to appoint or dismiss the management officers other than those required to be +appointed or dismissed by the Board of Directors; +(8) to exercise other functions and powers as conferred by the Articles of Association +or the Board. +If a senior management member, in the performance of his/her duties, causes damage to +others, the Company shall be liable for compensation; and the senior management member +shall also be liable for compensation if there is intentionality or gross negligence on his/her +part. +Any senior management member who violates any laws, administrative regulations, +departmental rules, the Hong Kong Listing Rules, other securities regulatory rules of the +place(s) where the Company’s shares are listed or the Articles of Association, causing losses +to the Company, shall be liable for compensation. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-23 – + + +--- page 420 --- +ACCOUNTING AND AUDIT +The Company shall establish its financial and accounting system in accordance with laws, +administrative regulations and the provisions of relevant PRC authorities. Where the securities +regulatory authorities of the place(s) where the Company’s shares are listed provide otherwise, +such provisions shall prevail. +The controlling shareholders, de facto controllers and their related parties shall respect +the financial independence of the Company and shall not interfere with the financial and +accounting activities of the Company. +Profits Distribution +When distributing the current year’s after-tax profits, the Company shall allocate 10% of +its profits to its statutory reserve fund. Further appropriations are not required, if its statutory +reserve fund has accumulated to more than 50% of its registered capital. +If the statutory reserve fund of the Company is insufficient to make up for the losses of +the previous years, the current year’s profits shall be used to make up for the losses before +making allocations to the statutory reserve fund in accordance with the preceding paragraph. +After the Company has made an allocation to the statutory reserve fund from its after-tax +profit, it may also make an allocation to the discretionary reserve fund from its after-tax profit +upon a resolution of the general meeting. +The remaining profits after tax after the Company has made up its losses and allocated +to its reserve fund may be distributed to its shareholders in proportion to their shareholdings +unless otherwise provided by the Articles of Association. +If a general meeting has, in violation of the Company Law, distributed profits to +shareholders before making up losses and allocating to the statutory reserve fund, shareholders +shall return to the Company the profits distributed in violation of the provisions. +The shares of the Company held by the Company shall not participate in the distribution +of profits. +The Company must appoint one or more collection agent(s) in Hong Kong for the +shareholders of H shares. The collection agent shall receive and hold on behalf of the relevant +shareholders of H shares any dividends distributed and other payments payable by the +Company in respect of H Shares and make payment to such shareholders of H Shares. The +collection agent appointed by the Company shall be in compliance with the laws, regulations +and the securities regulatory rules of the place(s) where the shares of the Company are listed. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-24 – + + +--- page 421 --- +The Company’s reserve fund shall be used to make up the losses of the Company or +expand the production operations, or be converted to increase the registered capital of the +Company. +The discretionary reserve fund and statutory reserve fund shall be used first to make up +the Company’s losses; if the losses cannot be covered, the capital reserve fund can be used in +accordance with the regulations. +When the statutory reserve fund is converted into registered capital, the remainder of the +reserve fund shall not be less than 25% of the Company’s registered capital prior to such +conversion. +MERGER, DIVISION, DISSOLUTION AND LIQUIDATION OF THE COMPANY +In the event of a merger, the parties to the merger shall enter into a merger agreement and +prepare a balance sheet and an inventory of property. The Company shall notify its creditors +within 10 days from the date of the Company’s resolution on merger and shall publish an +announcement in the newspapers or the National Enterprise Credit Information Publicity +System within 30 days from the date of such resolution. The creditors may require the +Company to repay debts or provide corresponding guarantees for debt repayment within 30 +days after the receipt of the notice, or within 45 days after the announcement for creditors if +the creditors have not received the notice. +In the event of a merger, creditors’ rights or debts of each of the parties to the merger shall +be assumed by the company which survives the merger or the newly established company. +In the event of a division of the Company, its properties shall be divided up accordingly. +In the event of a division, a balance sheet and an inventory of property shall be prepared. +The Company shall notify its creditors within 10 days from the date of the Company’s +resolution on division and shall publish an announcement in the newspapers or the National +Enterprise Credit Information Publicity System within 30 days from the date of such +resolution. +For the debts of the Company prior to the division, the companies after the division shall +bear joint and several liabilities, unless otherwise specified in the written agreement on debt +repayment reached between the Company and its creditors before the division. +The Company shall be dissolved for the following reasons: +(1) the expiration of the business period as stipulated in the Articles of Association or +the occurrence of other grounds for dissolution as stipulated in the Articles of +Association; +(2) dissolution resolved by the general meeting; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-25 – + + +--- page 422 --- +(3) required dissolution due to the merger or division of the Company; +(4) the business license being revoked, ordered to close, or revoked in accordance with +the law; +(5) serious difficulties in its business operation management and serious damages to the +interests of its shareholders for its continued existence which cannot be resolved +through any other means, shareholders who hold over 10% of the voting rights of the +Company may apply to the people’s court to dissolve the Company. +If any reason for dissolution as mentioned in the preceding paragraph arises, the Company +shall publicize the reason through the National Enterprise Credit Information Publicity System +within ten days. +Where the Company falls under any of the circumstances specified in above-mentioned +items (1) and (2) and has not distributed any property to its shareholders, the Company may +continue to exist by amending these Articles or by resolutions of the general meeting. +Any amendment to these Articles according to the preceding paragraph shall be approved +by more than two-thirds of the voting rights of the shareholders present at the meeting of the +Board of Shareholders. +Where the Company is dissolved pursuant due to above-mentioned items (1), (2), (4) and +(5), a liquidation shall be conducted. The Directors, who are the liquidation obligors of the +Company, shall form a liquidation committee to carry out liquidation within 15 days from the +date of occurrence of the cause of dissolution. +The liquidation committee shall be composed of Directors, unless the Articles of +Association stipulate otherwise or it is resolved to elect other person(s) at the general meeting. +The liquidation obligors shall be liable for compensation if they fail to fulfill their +obligations of liquidation in a timely manner, and thus any loss is caused to the Company or +the creditors. +If the liquidation committee fails to be formed within the time limit or fails to carry out +the liquidation after its formation, any interested party may request the people’s court to +designate relevant persons to form a liquidation committee. +The liquidation committee shall notify the creditors within 10 days from the date of its +formation, and make an announcement in the newspapers or the National Enterprise Credit +Information Publicity System within 60 days from the date of its formation. The creditors shall +declare their claims to the liquidation committee within 30 days from the date on which they +receive such notice or within 45 days from the date of the announcement if no such notice is +received. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-26 – + + +--- page 423 --- +When declaring the claims, the creditors shall specify the relevant matters about the +claims and provide evidence. The liquidation committee shall register such claims. +During the period of declaration of claims, the liquidation committee shall not repay any +debts to the creditors. +The liquidation committee shall, after checking the Company’s property and preparing a +balance sheet and an inventory of property, formulate a liquidation plan and present it to the +general meeting or the people’s court for confirmation. +After paying the liquidation expenses, employees’ salaries, social insurance fees and +statutory compensation, outstanding taxes and debts of the Company, the remaining property +of the Company will be distributed in proportion to the number of shares held by shareholders. +During the liquidation period, the Company continues to exist, but can not carry out any +business operation that is not for purpose of carrying out liquidation. Before the settlement of +payments as prescribed in the preceding paragraph, the Company’s property will not be +distributed to shareholders. +If the liquidation committee, having checked the company’s property and having prepared +a balance sheet and an inventory of property, discovers that the Company’s assets are +insufficient to pay off its debts, it shall apply to the people’s court for insolvency liquidation. +After the people’s court accepts the application for insolvency, the liquidation committee +shall transfer all liquidation affairs to the insolvency administrators appointed by the people’s +court. +Upon completion of the Company’s liquidation, the liquidation committee shall prepare +a liquidation report, submit the report to the general meeting or the people’s court for +confirmation, and submit the report to the company registration authority and apply for +deregistration of the company, and publish an announcement on the termination of the +Company. +AMENDMENTS TO THE ARTICLES OF ASSOCIATION +In any of the following circumstances, the Company shall amend the Articles of +Association: +(1) upon revision of the Company Law or the relevant laws, administrative regulations, +the Hong Kong Listing Rules or other securities regulatory rules of the place(s) +where the Company’s shares are listed, the provisions of the Articles of Association +conflict with the revised laws, administrative regulations, the Hong Kong Listing +Rules or other securities regulatory rules of the place(s) where the Company’s shares +are listed; +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-27 – + + +--- page 424 --- +(2) changes in the state of the Company are inconsistent with the matters stipulated in +the Articles of Association; +(3) the general meeting has resolved to amend the Articles of Association. +Amendments to the Articles of Association passed by resolutions at the general meeting, +which require examination and approval by the competent authorities, shall be submitted to the +competent authorities for approval. Where any amendment involves the registered particulars +of the Company, the procedures for change registration shall be handled in accordance with the +law. +The Board of Directors shall amend the Company’s Articles of Association in accordance +with the resolution of the general meeting to amend the Articles of Association and the +approval opinions of relevant competent authorities. +Any amendment to the Articles of Association which involves information to be disclosed +as required by the laws or regulations, shall be announced as required. +APPENDIX V SUMMARY OF ARTICLES OF ASSOCIATION +– V-28 – + + +--- page 425 --- +A. FURTHER INFORMATION ABOUT OUR GROUP +1. Incorporation of our Company +Our Company, formerly known as True Health (Beijing) Medical Technology Co., Ltd. +(ॆੰ(̏ԯ)ʮ̡), was incorporated in the PRC on March 16, 2018. On August +2, 2023, our Company was renamed as True Health (Guangdong Hengqin) Medical Technology +Co., Ltd. ( ॆੰ(ዑೞ)ʮ̡). On October 29, 2025, our Company was +converted from a limited liability company into a joint stock company with limited liability and +renamed as Guangdong True Health Medical Technology Development Co., Ltd. (ॆੰ +ʮ̡). Our registered office is located at Room 101, 1/F, Building 9, +1889 Huandao East Road, Hengqin New District, Zhuhai, Guangdong Province, PRC. +Our Company has established a principal place of business in Hong Kong at 40/F, Dah +Sing Financial Centre, 248 Queen’s Road East, Wanchai, Hong Kong and was registered as a +non-Hong Kong company in Hong Kong under Part 16 of the Companies Ordinance on +December 10, 2025. Our Company has appointed Ms. Lam Wai Yee Sophie (a si t s +authorized representative under the Companies Ordinance for the acceptance of service of +process and notices in Hong Kong. The address for service of process on our Company in Hong +Kong is the same as our principal place of business in Hong Kong as set out above. +As our Company is incorporated in the PRC, we are subject to relevant laws and +regulations of the PRC. A summary of the relevant aspects of laws and regulations of the PRC +and our Articles of Association is set out in Appendix IV and Appendix V to this prospectus, +respectively. +2. Changes in the share capital of our Company +Save as disclosed in “History and Corporate Structure—Corporate Development—Our +Company,” there has been no alteration in the share capital of our Company within two years +immediately preceding the date of this prospectus. +3. Shareholders’ resolutions of our Company +Pursuant to the general meeting held on November 20, 2025, the following resolutions, +among others, were duly passed by our Shareholders: +(a) the issue by our Company of H Shares of nominal value of RMB1.00 each and such +H Shares be listed on the Stock Exchange; +(b) the number of H Shares to be issued before the exercise of the Over-allotment +Option shall be not more than 25% of the enlarged share capital of our Company +upon completion of the Global Offering (in fulfillment of the lowest applicable +public float requirement pursuant to the Listing Rules) and granting the +Underwriters the Over-allotment Option of no more than 15% of the above number +of H Shares to be issued; +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-1 – + + +--- page 426 --- +(c) subject to the completion of the Global Offering, 32,082,303 Domestic Unlisted +Shares in aggregate held by our Shareholders will be converted into H Shares on a +one-for-one basis; +(d) subject to the completion of the Global Offering, the conditional adoption of the +Articles of Association, which shall become effective on the Listing Date; and +(e) authorization of our Board and its authorized persons to handle all matters relating +to, among other things, the Global Offering, the issue and listing of the H Shares on +the Stock Exchange. +4. Changes in the registered capital of our subsidiaries +The list of our subsidiaries is set out in Note 1 to the Accountants’ Report, the text of +which is set out in Appendix I to this prospectus. +The following alterations in the share capital of our subsidiaries have taken place within +two years immediately preceding the date of this prospectus: +(a) On July 28, 2025, the registered capital of True Health (Macau) was increased from +MOP3,000,000 to MOP10,000,000. +(b) On March 13, 2026, the registered capital of True Health (HK) was increased from +HKD10,000 to HKD10,000,000. +5. Restriction on share repurchases +For details of the restrictions on share repurchases by our Company, see “Summary of the +Articles of Association” which is set out in Appendix V to this prospectus. +B. FURTHER INFORMATION ABOUT OUR BUSINESS +1. Summary of material contracts +We have entered into the following contract (not being contracts entered into in the +ordinary course of business) within the two years immediately preceding the date of this +prospectus, which is or may be material: +(a) the investment agreement of our Company ( ॆੰ(ዑೞ)ʮ̡ +ᄣ༟ᙄ) dated January 23, 2025 entered into among (1) our Company, (2) True +Health (Guangdong Henqin), (3) True Health (Hainan), (4) True Health (Beijing), +(5) Zhenyida (Huzhou), (6) Zhenyida (Beijing), (7) True Health Jiesheng +(Guangdong Hengqin), (8) True Health (Macau), (9) Ms. Cheong, (10) Renyang +Biotechnology, (11) Chengzhen Health, (12) Jiarun Tongchuang, (13) Jiarun +Hechuang, (14) Zhuhai Meijirui, (15) Jiarun Xinchuang and (16) Hengqin +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-2 – + + +--- page 427 --- +Guangdong-Macao Development & Investment Co., Ltd.* (ࠢ +ʮ̡)( “ Guangdong-Macao Investment ”), pursuant to which Guangdong-Macao +Investment agreed to subscribe for the increased registered capital of our Company +of RMB2,877,336.2 at a consideration of RMB200,000,000; +(b) the shareholders’ agreement of our Company ( ॆੰ(ዑೞ)ʮ +ᙄ) dated January 23, 2025 entered into among (1) our Company, (2) Ms. +Cheong, (3) Renyang Biotechnology, (4) Chengzhen Health, (5) Jiarun Tongchuang, +(6) Jiarun Hechuang, (7) Zhuhai Meijirui, (8) Jiarun Xinchuang, (9) Zhuhai Taike +Maidi Technology Development Center (Limited Partnership)* (Ҧ +ʕː(Υྫ)) (“ Taike Maidi ”), (10) Beijing Shuimu Dongfang Medical +Robotic Technology Innovation Center Co., Ltd.* (˙ᔼ͜ዚኜɛҦஔ௴ +ʮ̡)( “ Shuimu Dongfang ”), (11) Beijing New Energy Technology +Innovation Fund (Limited Partnership)* (ږ(Υྫ)) +(“Beijing New Energy ”), (12) Beijing Gaorong Phase IV Kangteng Equity +Investment Partnership (Limited Partnership)* (ᛆҳ༟ΥྫΆ +ุ(Υྫ)) (“Gaorong Phase IV ”), (13) JingDe (Guangzhou) Equity Investment +Partnership (LP)* ( ౻(ᄿψ)ᛆҳ༟ΥྫΆุ(Υྫ)) (“ JingDe +(Guangzhou) ”), (14) KIP (ZhangJiaGang) Venture Capital LLP* ( ᒵҳ(ಥ)ᛆ +ҳ༟ΥྫΆุ(Υྫ)) (“ KIP (ZhangJiaGang) ”), (15) Beijing Zhongguancun +Zhiyou Investment Partnership (L.P.) ( ̏ԯʕᗫӀ౽ʾҳ༟ΥྫΆุ(Υྫ)) +(“Zhongguancun Zhiyou ”), (16) Beijing Jingantai Technology Development Co., +Ltd.* (ʮ̡)( “ Beijing Jingantai ”), (17) Zhuhai Hengqin +Golden Investment Venture Capital Fund Partnership (Limited Partnership)* ( मऎ +ΥྫΆุ(Υྫ)) (“Hengqin Golden Investment ”), (18) +Qingdao Rongyu Venture Capital Fund Partnership (Limited Partnership)* ( +ΥྫΆุ(Υྫ)) (“ Qingdao Rongyu ”), (19) Beijing Shuimu +Linghang Entrepreneurship Investment Center (Limited Partnership)* ( ̏ԯ˥˝ჯ +ঘ௴ุҳ༟ʕː( +Υྫ)) (“ Shuimu Linghang ”), (20) Novel Robotics Limited +(“Novel Robotics ”), (21) X Technology Fund, L.P. (“ X Technology ”), (22) Zhuhai +Huajin Lingyue Intelligent Manufacturing Industry Investment Fund (Limited +Partnership)* (ږ(Υྫ)) (“ Huajin +Lingyue ”), (23) Zhuhai Hengqin Xinti Investment Partnership (Limited +Partnership)* ( मऎዑೞԔⳀҳ༟ΥྫΆุ(Υྫ)) (“ Hengqin Xinti ”), (24) +Zhuhai Ligao No. 2 Equity Investment Fund Partnership (Limited Partnership)* ( म +ΥྫΆุ (Υྫ)) (“ Ligao No. 2 ”), (25) Beijing +Dongsheng Bozhan Science & Technology Development Co., Ltd.* (࢝ +ʮ̡)( “ Dongsheng Bozhan ”), (26) Chengdu Tianfu New Area +Gaorong Phase IV Kangyong Investment Partnership (Limited Partnership)* ( ϓே +อਜ৷̬ಂੰ͑ҳ༟ΥྫΆุ(Υྫ)( “Kangyong Investment ”), (27) +Beijing Lide Gongchuang Intelligent Robotic Technology Co., Ltd.* ( ̏ԯͭᅃ௴ +ʮ̡)( “ Lide Gongchuang ”), (28) Beijing Deruida Wealth +Technology Management Center (Limited Partnership)* (Ҧ၍ଣ +ʕː(Υྫ)) (“ Deruida Wealth ”), (29) Xinhui Runkang, (30) Shenzhen +Ruisheng Equity Investment Fund Partnership (Limited Partnership)* (ٰ +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-3 – + + +--- page 428 --- +ΥྫΆุ(Υྫ)) (“ Shenzhen Ruisheng ”), (31) Huzhou CICC Qihe +Equity Investment Partnership (Limited Partnership)* (ᛆҳ༟Υྫ +Άุ(Υྫ)) (“ CICC Qihe ”), (32) Dongrong No. 1 (Zhuhai Hengqin) Equity +Investment Partnership (Limited Partnership)* (ፄఠ(मऎዑೞ)ᛆҳ༟Υྫ +Άุ(Υྫ)) (“ Dongrong No. 1 ”), (33) Hengqin Guangdong Macao Deep +Cooperation Zone Industrial Investment Fund (Limited Partnership)* ( ዑೞຽዦଉ +ږ(Υྫ)) (“ Hengqin Industrial ”), (34) Beijing Jinke +Huiyu Venture Capital Partnership (Limited Partnership)* (ි◔௴ุҳ༟ +ΥྫΆุ(Υྫ)) (“Jinke Huiyu ”), (35) Taiping (Shenzhen) Medical and Health +Industry Private Equity Investment Fund Partnership (Limited Partnership)* ( ˄̻ +(ଉέ)ΥྫΆุ(Υྫ)) (“ Taiping Medical +Investment Fund ”), (36) Hengqin Shenhe Industrial Investment Co., Ltd.* ( ዑೞଉ +ʮ̡)( “ Hengqin Shenhe Industrial Investment ”) and (37) +Guangdong-Macao Investment, pursuant to which the parties thereto agreed on +shareholders’ matters, among other things the special rights granted to the parties +thereto; +(c) the special rights termination agreement (ᙄ) dated +May 20, 2025 entered into among (1) Lide Gongchuang, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Lide Gongchuang; +(d) the special rights termination agreement (ᙄ) dated +May 23, 2025 entered into among (1) Zhongguancun Zhiyou, (2) our Company, (3) +Ms. Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun +Tongchuang, (7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in +relation to the termination of special rights that were previously granted to +Zhongguancun Zhiyou; +(e) the special rights termination agreement (ᙄ) dated +May 27, 2025 entered into among (1) Deruida Wealth, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Deruida Wealth; +(f) the special rights termination agreement (ᙄ) dated +May 27, 2025 entered into among (1) Hengqin Xinti, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Hengqin Xinti; +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-4 – + + +--- page 429 --- +(g) the special rights termination agreement (ᙄ) dated +May 30, 2025 entered into among (1) Jinke Huiyu, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Jinke Huiyu; +(h) the special rights termination agreement (ᙄ) dated +May 30, 2025 entered into among (1) Novel Robotics, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Novel Robotics; +(i) the special rights termination agreement (ᙄ) dated +May 30, 2025 entered into among (1) Shuimu Dongfang, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Shuimu Dongfang; +(j) the special rights termination agreement (ᙄ) dated +May 30, 2025 entered into among (1) Taike Maidi, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Taike Maidi; +(k) the special rights termination agreement (ᙄ) dated +May 30, 2025 entered into among (1) Xinhui Runkang, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Xinhui Runkang; +(l) the special rights termination agreement (ᙄ) dated +June 4, 2025 entered into among (1) Beijing Jingantai, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Beijing Jingantai; +(m) the special rights termination agreement (ᙄ) dated +June 9, 2025 entered into among (1) X Technology, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to X Technology; +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-5 – + + +--- page 430 --- +(n) the special rights termination agreement (ᙄ) dated +June 16, 2025 entered into among (1) Beijing New Energy, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Beijing New Energy; +(o) the special rights termination agreement (ᙄ) dated +June 16, 2025 entered into among (1) Qingdao Rongyu, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Qingdao Rongyu; +(p) the special rights termination agreement (ᙄ) dated +June 20, 2025 entered into among (1) JingDe (Guangzhou), (2) our Company, (3) +Ms. Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun +Tongchuang, (7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in +relation to the termination of special rights that were previously granted to JingDe +(Guangzhou); +(q) the special rights termination agreement (ᙄ) dated +June 20, 2025 entered into among (1) KIP (ZhangJiaGang), (2) our Company, (3) +Ms. Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun +Tongchuang, (7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in +relation to the termination of special rights that were previously granted to KIP +(ZhangJiaGang); +(r) the special rights termination agreement (ᙄ) dated +July 4, 2025 entered into among (1) Dongsheng Bozhan, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Dongsheng Bozhan; +(s) the special rights termination agreement (ᙄ) dated +July 4, 2025 entered into among (1) Shenzhen Ruisheng, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Shenzhen Ruisheng; +(t) the special rights termination agreement (ᙄ) dated +July 9, 2025 entered into among (1) Shuimu Linghang, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Shuimu Linghang; +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-6 – + + +--- page 431 --- +(u) the special rights termination agreement (ᙄ) dated +August 6, 2025 entered into among (1) Huajin Lingyue, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Huajin Lingyue; +(v) the special rights termination agreement (ᙄ) dated +August 20, 2025 entered into among (1) Dongrong No. 1, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Dongrong No. 1; +(w) the special rights termination agreement (ᙄ) dated +August 20, 2025 entered into among (1) Gaorong Phase IV , (2) Kangyong +Investment, (3) our Company, (4) Ms. Cheong, (5) Renyang Biotechnology, (6) +Chengzhen Health, (7) Jiarun Tongchuang, (8) Jiarun Hechuang, (9) Zhuhai Meijirui +and (10) Jiarun Xinchuang in relation to the termination of special rights that were +previously granted to Gaorong Phase IV and Kangyong Investment; +(x) the special rights termination agreement (ᙄ) dated +August 20, 2025 entered into among (1) Hengqin Industrial, (2) our Company, (3) +Ms. Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun +Tongchuang, (7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in +relation to the termination of special rights that were previously granted to Hengqin +Industrial; +(y) the special rights termination agreement (ᙄ) dated +November 26, 2025 entered into among (1) Hengqin Shenhe Industrial Investment, +(2) our Company, (3) Ms. Cheong, (4) Renyang Biotechnology, (5) Chengzhen +Health, (6) Jiarun Tongchuang, (7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) +Jiarun Xinchuang in relation to the termination of special rights that were previously +granted to Hengqin Shenhe Industrial Investment; +(z) the special rights termination agreement (ᙄ) dated +September 17, 2025 entered into among (1) Hengqin Golden Investment, (2) our +Company, (3) Ms. Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) +Jiarun Tongchuang, (7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun +Xinchuang in relation to the termination of special rights that were previously +granted to Hengqin Golden Investment; +(aa) the special rights termination agreement (ᙄ) dated +October 20, 2025 entered into among (1) Taiping Medical Investment Fund, (2) our +Company, (3) Ms. Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) +Jiarun Tongchuang, (7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun +Xinchuang in relation to the termination of special rights that were previously +granted to Taiping Medical Investment Fund; +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-7 – + + +--- page 432 --- +(bb) the special rights termination agreement (ᙄ) dated +October 23, 2025 entered into among (1) Ligao No. 2, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to Ligao No. 2; +(cc) the special rights termination agreement (ᙄ) dated +November 25, 2025 entered into among (1) CICC Qihe, (2) our Company, (3) Ms. +Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) Jiarun Tongchuang, +(7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun Xinchuang in relation to the +termination of special rights that were previously granted to CICC Qihe; +(dd) the special rights termination agreement (ᙄ) dated +November 28, 2025 entered into among (1) Guangdong-Macao Investment, (2) our +Company, (3) Ms. Cheong, (4) Renyang Biotechnology, (5) Chengzhen Health, (6) +Jiarun Tongchuang, (7) Jiarun Hechuang, (8) Zhuhai Meijirui and (9) Jiarun +Xinchuang in relation to the termination of special rights that were previously +granted to Guangdong-Macao Investment; and +(ee) the Hong Kong Underwriting Agreement. +2. Our material intellectual property rights +(a) Trademarks +As of the Latest Practicable Date, our Group was the registered proprietor of the +following trademarks which we considered to be material to our business: +No. Trademark +Registered +Owner +Place of +Registration Classes +Registration +Number Expiry Date +1. /H1100 + Our Company PRC 10 61682652 June 27, 2033 +2. /H1100 + Our Company Hong Kong 5, 10, 42 306214464 April 10, 2033 +3. /H1100 + Our Company Hong Kong 5, 10, 42 306214455 April 10, 2033 +4. /H1100 + Our Company PRC 9, 10, 37, 42, +44 +65129298 February 20, +2033 +5. /H1100 + Our Company PRC 10 66078543 February 13, +2033 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-8 – + + +--- page 433 --- +(b) Patents +As of the Latest Practicable Date, our Group was the registered proprietor of the +following patents which we considered to be material to our business: +No. Patent +Registered +Owner Patent Number +Patent +Type Jurisdiction +Date of +Application +1. /H1100A Medical Image Segmentation +Method and Device ( ɓ၇ᔼኪྡ +ʿண௪) +Our Company 202411005271.6 Invention PRC July 25, 2024 +2. /H1100Method for Identifying Surface +Landmarks, Surgical Robot +Navigation Method and Device +(e˓ஔ +ʿண௪) +Our Company 202410526257.4 Invention PRC April 29, 2024 +3. /H1100An End-effector for Percutaneous +Surgical Robot (Ր˓ +͋၌ѰՈ) +Our Company 202311710951.3 Invention PRC December 13, +2023 +4. /H1100A Method and Device for +Segmenting Surface-Based +Localization Markers (ڌ +ʿண௪) +Our Company 202311709017.X Invention PRC December 13, +2023 +5. /H1100End-effector Gripper and Puncture +Robot (Րዚኜ +ɛ) +Our Company 202210141016.9 Invention PRC February 16, +2022 +6. /H1100Puncture Needle Holder and +Puncture Robot (Ր০ѰՈձ +Րዚኜɛ) +Our Company 202210141129.9 Invention PRC February 16, +2022 +7. /H1100Puncture Sleeve Holder and +Puncture Robot (ഇѰՈ +Րዚኜɛ) +Our Company 202210141124.6 Invention PRC February 16, +2022 +8. /H11003D Reconstruction Methods and +Systems for Medical Images ( ᔼ +ʿӻ୕) +Our Company 202210024323.9 Invention PRC January 11, +2022 +9. /H1100Control Method, Control Device, +and Auxiliary System for +Robotic Arms in Percutaneous +Procedures (Ր˓ஔዚ +eછՓண௪ձႾ +пӻ୕) +Our Company 202210118435.0 Invention PRC December 23, +2021 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-9 – + + +--- page 434 --- +No. Patent +Registered +Owner Patent Number +Patent +Type Jurisdiction +Date of +Application +10. /H1100Registration Method for Body +Surface Positioning Device, +Puncture Guidance Method, and +Equipment (ࡘ +ʿண௪) +Our Company 202110977438.5 Invention PRC August 24, +2021 +11. /H1100A Medical Image Registration +Method and Device Based on a +Body Surface Positioning +Device (Зༀໄ +ʿண௪) +True Health +(Beijing) +202311268780.3 Invention PRC September 28, +2023 +12. /H1100Flexible Body Surface Positioning +Device and Percutaneous +Surgical Navigation System (ݓ +Ր˓ஔኬঘ +Зӻ୕) +True Health +(Beijing) +202311268808.3 Invention PRC September 28, +2023 +13. /H1100CT Image Segmentation Methods +and Device (CTʿ +ண௪) +True Health +(Beijing) +202310808690.2 Invention PRC July 4, 2023 +14. /H1100Navigation and Positioning +Method and Device for +Microwave Ablation Equipment +(ʿ +ண௪) +True Health +(Guangdong +Hengqin) +202311758699.3 Invention PRC December 19, +2023 +15. /H1100Control Method, Control Device, +and Auxiliary System for +Robotic Arm Used in Puncture +Surgery (Ր˓ஔዚᑑ +eછՓண௪ձႾпӻ +୕) +True Health +(Guangdong +Hengqin) +202111584355.6 Invention PRC December 23, +2021 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-10 – + + +--- page 435 --- +(c) Software copyrights +As of the Latest Practicable Date, our Group was the registered proprietor of the +following software copyrights which we considered to be material to our business: +No. Software Name Owner +Registration +Number +Date of +Registration +1. /H1100True Health Pulmonary +Minimally Invasive Surgery +Spatial Registration System +V1.0 (ฆ௴˓ஔ +ӻ୕V1.0) +Our Company 2018SR778685 September 26, +2018 +2. /H1100True Health Chest CT +Medical Image 3D +Reconstruction System +V1.0 ( ॆੰCTᔼኪྡ +ӻ୕V1.0) +Our Company 2018SR778800 September 26, +2018 +3. /H1100True Health Pulmonary +Minimally Invasive Surgery +Optical Positioning Control +System V1.0 (ฆ +ЗછՓӻ୕ +V1.0) +Our Company 2018SR778808 September 26, +2018 +4. /H1100True Health Pulmonary +Minimally Invasive Surgery +Robotic Control System +V1.0 (ฆ௴˓ஔ +ዚኜɛછՓӻ୕V1.0) +Our Company 2018SR778816 September 26, +2018 +(d) Domain names +As of the Latest Practicable Date, our Group was the registered proprietor of the +following domain names which we considered to be material to our business: +No. Domain Name +Registered +Owner +Date of +Registration +Date of +Expiration +1. /H1100truehealth.cn Our Company September 25, +2013 +September 25, +2028 +2. /H1100truehealth.com.cn Our Company March 24, 2022 March 24, 2029 +3. /H1100truehealth.ai Our Company March 16, 2018 March 19, 2032 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-11 – + + +--- page 436 --- +C. FURTHER INFORMATION ABOUT OUR DIRECTORS +1. Particulars of Directors’ contracts +Each of our Directors has entered into a service contract with our Company. The service +contracts may be renewed in accordance with the Articles of Association and the applicable +laws, rules and regulations. +Save as disclosed above, none of the Directors has or is proposed to enter into a service +contract with any member of our Group, other than contracts expiring or determinable by the +relevant employer within one year without the payment of compensation (other than statutory +compensation). +2. Remuneration of Directors +For details of the remuneration or benefits in kind paid to our Directors during the Track +Record Period, see “Directors and Senior Management” and Note 9 to the Accountants’ Report +in Appendix I to this prospectus. +During the Track Record Period, no fees were paid by our Group to any of our Directors +or the five highest paid individuals as an inducement to join us or as compensation for loss of +office, and there has been no arrangement under which a Director has waived or agreed to +waive any emoluments. +D. DISCLOSURE OF INTERESTS +1. Disclosure of interests of Directors and chief executive of our Company +Immediately following the completion of the Global Offering (assuming that the +Over-allotment Option is not exercised), the interest and/or short position (as applicable) of our +Directors and chief executives of our Company in the shares, underlying 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 interest or short positions which they were +taken or deemed to have under such provisions of the SFO) or which will be required, pursuant +to section 352 of the SFO, to be entered in the register referred to therein, or which will be +required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers +as set out in Appendix C3 to the Listing Rules, to be notified to our Company and the Stock +Exchange, once the H Shares are listed, will be as follows: +As of the +Latest Practicable Date (1) +Immediately following the +completion of the Global +Offering (assuming that the +Over-allotment Option is +not exercised) (1) +Name of +Director or chief +executive of our +Company +Nature of +interest +Number of +Shares +Approximate +percentage of +interest in our +Company +Number of +H Shares +Approximate +percentage of +interest in our +Company +Ms. Cheong /H1100Interest in +controlled +corporation +(2) +14,959,232(L) 46.63% 14,959,232(L) 41.96% +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-12 – + + +--- page 437 --- +Notes: +1. The letter “L” denotes the entity/person’s long position (as defined under Part XV of the SFO) in such Shares. +2. See “Substantial Shareholders”. +2. Disclosure of interests of substantial shareholders +Save as disclosed in the section headed “Substantial Shareholders” in this prospectus, our +Directors are not aware of any person (other than our Director or chief executive of our +Company) who will, immediately following completion of the Global Offering (assuming that +the Over-allotment Option is not exercised), have interests or short positions in our Shares or +underlying Shares which would be required to be disclosed to us and the Stock Exchange 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 nominal value of any class of share capital carrying rights to +vote in all circumstances at general meetings of any member of our Group. +3. Disclaimers +Save as disclosed in the sections headed “Business” and “Substantial Shareholders” in +this prospectus and the paragraphs headed “C. Further Information about our Directors” and +“D. Disclosure of Interests” in this section: +(a) none of our Directors or chief executive 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; +(b) none of our Directors 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; +(c) none of our Directors is interested in any business (other than the business of our +Group) which competes or is likely to compete, directly or indirectly, with our +business; and +(d) without taking into account any Shares which may be taken up under the Global +Offering, none of our Directors knows of any person (not being a Director or chief +executive of our Company) who will, immediately following completion of the +Global Offering, be interested in 10% or more of the nominal value of any class of +share capital carrying rights to vote in all circumstances at shareholders’ meetings +of any member of our Group in the Shares or underlying Shares of our Company. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-13 – + + +--- page 438 --- +E. PRE-IPO EMPLOYEE INCENTIVE SCHEME +In May 2022, we adopted the Pre-IPO Employee Incentive Scheme, which is not subject +to the provisions of Chapter 17 of the Listing Rules as it does not involve the grant of Shares +or the grant of options by our Company to subscribe for the Shares after the Listing. +Considering the underlying Shares under the Pre-IPO Employee Incentive Scheme have +already been issued, there will not be any dilution effect to the issued Shares upon the vesting +of the awards under the Pre-IPO Employee Incentive Scheme. +(a) Purpose +The purpose of the Pre-IPO Employee Incentive Scheme is to align the interests of the +Participants (as defined below) with our Group’s development objectives and to recognize their +valuable contribution to our Group’s overall performance. +(b) Participants +The participants of the Pre-IPO Employee Incentive Scheme (the “ Participants ”) include +full-time employees who have signed employment contracts and confidentiality agreements +with our Company and have made material contributions to our Company’s R&D, production +and management, including our Directors, senior management, service backbones of our Group +who are crucial to our Group’s overall performance and long-term development. +(c) Administration +Our Board was authorized to manage the Pre-IPO Employee Incentive Scheme and our +chairperson was authorized to determine the eligibility of the Participants, adjust or cancel the +grant of Shares based on performance review of the Participants, and execute the relevant +agreements in relation to the Pre-IPO Employee Incentive Scheme. +(d) Grant +Zhuhai Meijirui is our employee shareholding platform for the implementation of the +Pre-IPO Employee Incentive Scheme. For details, see “History and Corporate Structure—Our +Employee Shareholding Platform” in this prospectus. The Participants subscribed for limited +partnership interests from Zhuhai Meijirui (the “ Awards”), thereby indirectly holding the +Shares in our Company by virtue of their capacity as limited partners of Zhuhai Meijirui. +As of the Latest Practicable Date, Zhuhai Meijirui held 2,071,682 Shares, representing +approximately 6.46% of the share capital in issue of our Company immediately prior to the +completion of the Global Offering and approximately 5.81% of the share capital in issue of our +Company immediately following the completion of the Global Offering (assuming that the +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-14 – + + +--- page 439 --- +Over-allotment Option is not exercised). No further awards will be granted under the Pre-IPO +Employee Incentive Scheme after Listing. As of the Latest Practicable Date, all of the +partnership interests in Zhuhai Meijirui have been granted to the Participants. Details of the +Awards granted are as follows: +Name Position(s) +Approximate +partnership +interests in +Zhuhai Meijirui +Approximate +number of Shares +corresponding +to partnership +interests held +by the grantees (1) +Approximate +shareholding +percentage of +total issued +Shares +immediately +prior to the +Listing (2) +Ms. Cheong /H1100/H1100/H1100/H1100/H1100/H1100Executive Director, +chairperson of our Board +and general manager of +our Company +97% 2,030,248.36 6.33% +Ms. Guo Jian +(ெ)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Executive Director and +vice general manager of +our Company +1% 20,716.82 0.06% +Mr. Shi Jipeng +(ᘄ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +R&D director of our +Company +1% 20,716.82 0.06% +Notes: +(1) For illustrating the indirect interests of grantees in the Shares, the number of Shares is presented and +calculated by multiplying their respective percentage of partnership interests in Zhuhai Meijirui by the +total number of Shares held by Zhuhai Meijirui. +(2) All the Domestic Unlisted Shares held by Zhuhai Meijirui will be converted into H Shares, subject to +the relevant regulatory approvals and registration. +(e) Restrictions on transfer +The awarded Shares are subject to a lock-up period starting from the date on which the +Participants were granted the Shares until the expiry of twelve (12) months upon Listing. +During the lock-up period, save for an exit from the employee shareholding platform, the +Participants shall not dispose of the Shares held by them under the Pre-IPO Employee +Incentive Scheme. +F. OTHER INFORMATION +1. Estate duty +Our Directors have been advised that no material liability for estate duty is likely to fall +on our Company or any member of our Group. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-15 – + + +--- page 440 --- +2. Litigation +As of the Latest Practicable Date, no member of our Group was engaged in any litigation +or arbitration of material importance and, so far as our Directors are aware, no litigation or +claim of material importance is pending or threatened by or against any member of our Group. +3. Joint Sponsors +The Joint Sponsors have made an application on behalf of our Company to the Stock +Exchange for listing of, and permission to deal in, (i) the H Shares to be converted from our +Domestic Unlisted Shares, and (ii) our H Shares to be issued pursuant to the Global Offering +(including any H Shares which may be issued pursuant to the exercise of the Over-allotment +Option). All necessary arrangements have been made to enable the securities to be admitted +into CCASS. +DBS Asia Capital Limited satisfies the independence criteria applicable to sponsors set +out in Rule 3A.07 of the Listing Rules. As members of the sponsor group (as defined in the +Listing Rules) of China International Capital Corporation Hong Kong Securities Limited +collectively held or will hold, directly or indirectly, more than 5% of the number of issued +shares of our Company as of the Latest Practicable Date and up to the Listing Date, China +International Capital Corporation Hong Kong Securities Limited does not satisfy the +independence criteria applicable to sponsor set out in Rule 3A.07 of the Listing Rules. +The Joint Sponsors will receive an aggregate fee of US$700,000 for acting as the sponsors +for the Listing. +4. Preliminary expenses +Our Company did not incur any material preliminary expenses. +5. Promoters +The promoters of our Company comprised all of the 35 then Shareholders of our +Company as of October 29, 2025 before our conversion into a joint stock Company with +limited liability. +Within the two years immediately preceding the date of this prospectus, no cash, +securities or other benefit has been paid, allotted or given nor is any proposed to be paid, +allotted or given to any promoters in connection with the Global Offering and the related +transactions described in this prospectus. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-16 – + + +--- page 441 --- +6. Qualifications of experts +The qualifications of the experts, as defined under the Listing Rules, who have given +opinions in this prospectus, are as follows: +Name of expert Qualifications +China International Capital +Corporation Hong Kong +Securities Limited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +A licensed corporation under the SFO to conduct type +1 (dealing in securities), type 2 (dealing in futures +contracts), type 4 (advising on securities), type 5 +(advising on futures contracts) and type 6 (advising +on corporate finance) regulated activities as defined +under the SFO +DBS Asia Capital Limited /H1100/H1100/H1100/H1100/H1100Licensed to conduct Type 1 (dealing in securities), +Type 4 (advising on securities) and Type 6 (advising +on corporate finance) regulated activities under the +SFO +Ernst & Young /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Certified Public Accountants and Registered Public +Interest Entity Auditor under the Accounting and +Financial Reporting Council Ordinance +Beijing DeHeng Law Offices /H1100/H1100Legal advisors to our Company as to the PRC law +China Insights Industry +Consultancy Limited /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Independent industry consultant +7. Consents of experts +Each of the parties named above has given and has not withdrawn its written consent to +the issue of this prospectus with the inclusion of its report and/or letter and/or opinion and/or +references to its name included herein in the form and context in which it is respectively +included. +As of the Latest Practicable Date, none of the experts named above has any shareholding +interests in any member of our Group or the right (whether legally enforceable or not) to +subscribe for or to nominate persons to subscribe for securities in any member of our Group. +8. Taxation of holders of H Shares +(a) Hong Kong +The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty +if such sale, purchase and transfer are effected on the H Share register of members of our +Company, including in circumstances where such transactions are effected on the Stock +Exchange. The current rate of Hong Kong stamp duty for such sale, purchase and transfer +is 0.1% of the consideration or, if higher, the fair value of the H Shares being sold or +transferred. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-17 – + + +--- page 442 --- +(b) Consultation with professional advisors +Intending holders of the H Shares are recommended to consult their professional +advisors if they are in any doubt as to the taxation implications of subscribing for, +purchasing, holding, disposing of or dealing in the H Shares. It is emphasized that none +of our Company, our Directors or the other parties involved in the Global Offering will +accept responsibility for any tax effect on, or liabilities of, holders of H Shares resulting +from their subscription for, purchase, holding or disposal of or dealing in the H Shares or +exercise of any rights attaching to them. +9. Binding effect +This prospectus shall have the effect, if an application is made in pursuance hereof, of +rendering all persons concerned bound by all of the provisions (other than the penal provisions) +of Sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) +Ordinance so far as applicable. +10. Related party transactions +Our Group entered into the related party transactions within the two years immediately +preceding the date of this prospectus as mentioned in Note 32 to the Accountants’ Report in +Appendix I to this prospectus. +11. No material adverse change +Our Directors believe that there has been no material adverse change in the financial or +trading position since December 31, 2025 (being the date to which the latest audited +consolidated financial statements of the Group were prepared). +12. Miscellaneous +Save as disclosed in the sections headed “History and Corporate Structure”, “Business”, +“Financial Information” and “Underwriting” in this prospectus and the paragraph headed “A. +Further Information about our Group” in this section: +(a) within the two years immediately preceding the date of this prospectus: +(i) no share or loan capital of our Company or any of its subsidiaries has been +issued or agreed to be issued or is proposed to be issued 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; +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-18 – + + +--- page 443 --- +(iii) 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 +of our Company or any of our subsidiaries; and +(iv) no commission has been paid or is payable for subscription, agreeing to +subscribe, procuring subscription or agreeing to procure subscription for any +share in or debentures of our Company; +(b) there are no founder, management or deferred shares or any debentures in our +Company or any of our subsidiaries; +(c) 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) our Company has no outstanding convertible debt securities or debentures; +(e) there is no arrangement under which future dividends are waived or agreed to be +waived; +(f) save for our H Shares to be issued in connection with the Global Offering, none of +our equity and debt securities is listed or dealt with in any other stock exchange nor +is any listing or permission to deal being or proposed to be sought; +(g) our Company currently does not intend to apply for the status of a sino-foreign +investment joint stock limited liability company and does not expect to be subject +to the Law of the PRC on Sino-foreign Equity Joint Ventures; and +(h) all necessary arrangements have been made to enable the H Shares to be admitted +into CCASS for clearing and settlement. +13. Bilingual prospectus +The English language and Chinese language versions of this prospectus are being +published separately in reliance upon the exemption provided by section 4 of the Companies +(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice +(Chapter 32L of the Laws of Hong Kong). In case of any discrepancies between the English +language version and Chinese language version of this prospectus, the English language +version shall prevail. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-19 – + + +--- page 444 --- +DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG +The documents attached to a copy of this prospectus and delivered to the Registrar of +Companies in Hong Kong for registration were, amongst other documents, a copy of each of +the written consents referred to in “Appendix VI—F. Other Information—7. Consents of +experts”, and a copy of each of the material contracts referred to in “Appendix VI—B. Further +Information about our Business—1. Summary of material contracts.” +DOCUMENTS ON DISPLAY +The following documents will be published on the websites of the Stock Exchange +(www.hkexnews.hk ) and our Company ( www.truehealth.cn ) up to and including the date +which is 14 days from the date of this prospectus: +(a) the Articles of Association; +(b) the Accountants’ Report from Ernst & Young, the text of which is set out in +Appendix I to this prospectus); +(c) the report from Ernst & Young in relation to unaudited pro forma financial +information of our Group, the text of which is set out in Appendix II to this +prospectus; +(d) the audited consolidated financial statements of our Group for the years ended +December 31, 2024 and 2025; +(e) the industry report from China Insights Industry Consultancy Limited; +(f) the material contracts referred to in the paragraph headed “Appendix VI—B. Further +Information about Our Business—1. Summary of material contracts”; +(g) the written consents referred to in the paragraph headed “Appendix VI—F. Other +Information—Consents of experts”; +(h) the legal opinion from Beijing DeHeng Law Offices, our PRC Legal Advisors, in +respect of certain aspects of our Group in the PRC; +(i) the service contracts referred to in the paragraph headed “Appendix VI—C. Further +Information about Our Directors—1. Particulars of Directors’ Contracts”; and +(j) the PRC Company Law, the Trial Administrative Measures of Overseas Securities +Offering and Listing by Domestic Companies, together with their unofficial English +translations. +APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF +COMPANIES IN HONG KONG AND DOCUMENTS ON DISPLAY +– VII-1 – + + +--- page 445 --- +廣東真健康醫療科技開發股份有限公司 +Guangdong True Health Medical Technology Development Co., Ltd. diff --git a/data/extracted_text/03952/prospectus_2026-06-22_2026062200047.txt b/data/extracted_text/03952/prospectus_2026-06-22_2026062200047.txt new file mode 100644 index 0000000..589c483 --- /dev/null +++ b/data/extracted_text/03952/prospectus_2026-06-22_2026062200047.txt @@ -0,0 +1,20799 @@ +--- page 1 --- +Stock Code : 3952 +(A joint stock company incorporated in the People’s Republic of China with limited liability) +浙江來福諧波傳動股份有限公司 +Zhejiang Laifual Drive Co., Ltd. +Sole Sponsor, Sponsor-Overall Coordinator, Sole Global Coordinator, +Sole Bookrunner and Sole Lead Manager + + +--- page 2 --- +IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. +Zhejiang Laifual Drive Co., Ltd. +ʮ̡ +(A joint stock company incorporated in the People’ s Republic of China with limited liability) +GLOBAL OFFERING +Total number of Offer Shares under +the Global Offering +: 13,441,900 H Shares (subject to the Over- +allotment Option) +Number of Hong Kong Offer Shares : 672,100 H Shares (subject to reallocation) +Number of International Offer Shares : 12,769,800 H Shares (subject to reallocation +and the Over-allotment Option) +Maximum Offer Price : HK$85.50 per H Share, plus brokerage of +1%, 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 and subject +to refund on final pricing) +Nominal value : RMB1.00 per H Share +Stock code : 3952 +Sole Sponsor, Sponsor-Overall Coordinator, Sole Global Coordinator, +Sole Bookrunner and Sole Lead Manager +Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no +responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability w hatsoever for +any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. +A copy of this prospectus, having attached thereto the documents specified in “Documents Delivered to the Registrar of Companies in Hong Kong and Avai lable +on Display” in Appendix VII to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Compani es +(Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the +Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any of the other documents referred to above. The Offe r Price +is expected to be fixed by agreement between the Sponsor-Overall Coordinator, on behalf of the Underwriters, and our Company on or about Friday, June 2 6, 2026 +or such later time as may be agreed between the parties, but in any event, no later than 12:00 noon on Friday, June 26, 2026. If, for any reason, the Sponsor -Overall +Coordinator, on behalf of the Underwriters, and our Company are unable to reach an agreement on the Offer Price by 12:00 noon on Friday, June 26, 2026, th e +Global Offering will not become unconditional and will lapse immediately. +The Sponsor-Overall Coordinator, on behalf of the Underwriters, may, with the consent of our Company, reduce the indicative Offer Price range below +that stated in this prospectus (being HK$77.00 per H Share to HK$85.50 per H Share) at any time on or prior to the morning of the last date for lodging +applications under the Hong Kong Public Offering. In such a case, notices of the reduction in the number of Hong Kong Offer Shares and/or the indicative +Offer Price range will be published on the websites of the Stock Exchange at www.hkexnews.hk +and our Company at www.laifual.com as soon as +practicable but 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. +For further information, see the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus. +Pursuant to the termination provisions contained in the Hong Kong Underwriting Agreement in respect of the Hong Kong Offer Shares, the Sponsor-Overa ll +Coordinator on behalf of the Hong Kong Underwriter, have the right in certain circumstances, in their absolute discretion, to terminate the obligati on of the Hong +Kong Underwriter pursuant to the Hong Kong Underwriting Agreement at any time prior to 8:00 a.m. on the Listing Date. Further details of the terms of the +termination provisions are set out in the section headed “Underwriting—Underwriting Arrangements and Expenses—Hong Kong Public Offering—Ground s for +Termination.” It is important that you refer to that section for further details. +The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and may not be +offered, sold, pledged or transferred, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. +Securities Act and in accordance with any applicable U.S. state securities laws. The Offer Shares are being offered and sold only outside of the United +States in offshore transactions in reliance on Regulation S. +Our Company is a Specialist Technology Company (as defined in Chapter 18C of the Listing Rules). The securities of Specialist Technology Companies +carry high investment risks including risks of share price volatility and inflated valuation due to the difficulty in valuing such companies. Invest ors should +fully understand the investment risks of a Specialist Technology Company and the risks disclosed by our Company before making their investment +decisions. +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 public in relation to the Hong Kong Public Offering. +This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk and our website at www.laifual.com . +If you require a printed copy of this prospectus, you may download and print from the website addresses above. +IMPORTANT +June 22, 2026 + + +--- page 3 --- +IMPORTANT NOTICE TO INVESTORS: +FULLY ELECTRONIC APPLICATION PROCESS +We have adopted a fully electronic application process for the Hong Kong Public +Offering. We will not provide printed copies of this prospectus to the public in relation to the +Hong Kong Public Offering. +This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk +under the “ HKEXnews > New Listings > New Listing Information ” section, and our website at +www.laifual.com. If you require a printed copy of this prospectus, you may download and print +from the website addresses above. +To apply for Hong Kong Offer Shares, you may use one of the following application channels: +(1) apply online via the HK eIPO White Form service at www.hkeipo.hk ;o r +(2) apply through the HKSCC EIPO channel by instructing your broker or custodian who +is a HKSCC Participant to apply on your behalf through HKSCC’s FINI system. +We will not provide any physical channels to accept any application for the Hong Kong Offer +Shares by the public. The contents of the electronic version of this Prospectus are identical to the +printed Prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section +342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. +If you are an intermediary, broker or agent, please remind your customers, clients or principals, +as applicable, that this Prospectus is available online at the website addresses above. +See “How to Apply for Hong Kong Offer Shares” for further details on the procedures through +which you can apply for the Hong Kong Offer Shares electronically. +IMPORTANT +–i i– + + +--- page 4 --- +Y our application through the HK eIPO White Form service or the HKSCC EIPO channel must be +for a minimum of 100 Hong Kong Offer Shares and in one of the numbers set out in the table. Y ou are +required to pay the amount next to the number you select. +If you are applying through the HK eIPO White Form service, you may refer to the table below for +the amount payable for the number of Shares you have selected. Y ou must pay the respective maximum +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. +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +HK$ HK$ HK$ HK$ +100 8,636.22 2,000 172,724.54 10,000 863,622.68 200,000 17,272,453.50 +200 17,272.46 2,500 215,905.67 20,000 1,727,245.36 250,000 21,590,566.88 +300 25,908.68 3,000 259,086.80 30,000 2,590,868.03 300,000 25,908,680.26 +400 34,544.90 3,500 302,267.94 40,000 3,454,490.70 336,000 +(1) 29,017,721.88 +500 43,181.13 4,000 345,449.06 50,000 4,318,113.38 +600 51,817.37 4,500 388,630.21 60,000 5,181,736.06 +700 60,453.59 5,000 431,811.33 70,000 6,045,358.73 +800 69,089.81 6,000 518,173.60 80,000 6,908,981.40 +900 77,726.05 7,000 604,535.88 90,000 7,772,604.08 +1,000 86,362.27 8,000 690,898.15 100,000 8,636,226.76 +1,500 129,543.40 9,000 777,260.41 150,000 12,954,340.13 +(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the Hong Kong Offer +Shares initially offered. +(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction +levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) +or to the HK eIPO White Form Service Provider (for applications made through the application channel of the HK eIPO +White Form service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be +paid to the SFC, the Stock Exchange and the AFRC, respectively. +No application for any other number of the Hong Kong Offer Shares will be considered and any such +application is liable to be rejected. +IMPORTANT +– iii – + + +--- page 5 --- +If there is any change in the following expected timetable of the Hong Kong Public Offering, +we will issue an announcement in Hong Kong to be published on the Company’ s website at +www.laifual.com and the website of the Stock Exchange at www.hkexnews.hk . +Hong Kong Public Offering commences .................................... .9:00 a.m. on +Monday, June 22, 2026 +Latest time to complete electronic applications under the +HK eIPO White Form service through the designated website at +www.hkeipo.hk (2) ................................................... 1 1:30 a.m. on +Thursday, June 25, 2026 +Application lists open (3) ................................................ 1 1:45 a.m. on +Thursday, June 25, 2026 +Latest time to (a) complete payment of HK eIPO White Form +applications by effecting Internet banking transfer(s) or PPS +payment transfer(s) and (b) give electronic application +instructions to HKSCC +(4) ............................................ .12:00 noon on +Thursday, June 25, 2026 +If you are instructing your broker or custodian who is a HKSCC Participant will submit an electronic +application instruction(s) on your behalf through HKSCC’s FINI system in accordance with your +instruction, you are advised to contact your broker or custodian for the earliest and latest time for giving +such instructions as this may vary by broker or custodian. +Application lists close +(3) .............................................. .12:00 noon on +Thursday, June 25, 2026 +Expected Price Determination Date ..................................... b y 12:00 noon on +Friday, June 26, 2026 +Announcement of the Offer Price, the level of applications in the +Hong Kong Public Offering, the level of indications of interest in +the International Offering; and the basis of allocation of the +Hong Kong Offer Shares to be published on the website of the +Stock Exchange at www.hkexnews.hk and the Company’s website at +www.laifual.com (5) .......................................n o later than 11:00 p.m. on +Monday, June 29, 2026 +EXPECTED TIMETABLE (1) +–i v– + + +--- page 6 --- +The results of allocations in the Hong Kong Public Offering (with successful applicants’ +identification document numbers, where appropriate) to be available through a variety of channels, +including: + in the announcement to be posted on our website and +the website of the Stock Exchange at www.laifual.com and +www.hkexnews.hk , respectively (7)(8) ..................... n o later than 11:00 p.m. on +Monday, June 29, 2026 + from the designated results of allocations website at +www.tricor.com.hk/ipo/result (alternatively: +www.hkeipo.hk/IPOResult ) with +a “search by ID” function on a 24-hour basis from (7)(8) ................. 1 1:00 p.m. on +Monday, June 29, 2026 to +12:00 midnight on Sunday, July 5, 2026 + from the allocation results telephone enquiry line by +calling +852 3691 8488 between 9:00 a.m. and +6:00 p.m. from +(7)(8) .................................. T uesday, June 30, 2026 to +Monday, July 6, 2026 +(except Saturday, Sunday and +public holidays in Hong Kong) +H Share certificates in respect of wholly or partially successful +applications to be dispatched or deposited into CCASS on or +before +(6) .................................................. .Monday, June 29, 2026 +HK eIPO White Form e-Auto Refund payment instructions/refund checks in +respect of (i) wholly or partially successful applications if the +final Offer Price per Offer Share is less than the maximum +Offer Price per Offer Share initially paid on application +(if applicable) and (ii) wholly or partially unsuccessful +applications to be dispatched on or before +(8) ......................... T uesday, June 30, 2026 +Dealings in H Shares on the Stock Exchange expected to +commence at ..................................... 9:00 a.m. on Tuesday, June 30, 2026 +Notes: +(1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates. +(2) Y ou will not be permitted to submit your application under the HK eIPO White Form service through the designated website +at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application +and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to +continue the application process (by completing payment of application monies) until 12:00 noon on the last day for +submitting applications, when the application lists close. +(3) If there is/are a “black” rainstorm warning or 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, June 25, 2026, the application lists will +not open or close on that day. For details, please refer to the paragraph headed “How to Apply for Hong Kong Offer +Shares—E. Bad Weather Arrangements” in this Prospectus. +(4) Applicants who apply for Hong Kong Offer Shares by instructing their broker or custodian to give electronic application +instructions to HKSCC via FINI should refer to the paragraph headed “How to Apply for Hong Kong Offer Shares—A. +Application for Hong Kong Offer Shares—2. Application Channels” in this Prospectus. +(5) None of the websites or any of the information contained on the websites forms part of this Prospectus. +EXPECTED TIMETABLE (1) +–v– + + +--- page 7 --- +(6) The H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date provided that the Global +Offering has become unconditional and the right of termination described in “Underwriting—Underwriting Arrangements and +Expenses—Hong Kong Public Offering—Grounds for Termination” has not been exercised. Investors who trade H Shares on +the basis of publicly available allocation details prior to the receipt of H Share certificates or prior to the H Share certificates +becoming valid evidence of title do so entirely at their own risk. +(7) HK eIPO White Form e-Auto Refund payment instructions/refund cheques will be issued in respect of wholly or partially +unsuccessful applications pursuant to the Hong Kong Public Offering and also in respect of wholly or partially successful +applications in the event that the final Offer Price is less than the price payable per Offer Share on application. Part of the +applicant’s identification document number provided by the applicant(s) may be printed on the refund check, if any. Such data +would also be transferred to a third party for refund purposes. Banks may require verification of an applicant’s identification +document number before encashment of the refund check. Inaccurate completion of an applicant’s identification document +number may invalidate or delay encashment of the refund check. +(8) Applicants being individuals who are eligible for personal collection may not authorize any other person to collect on their +behalf. If you are a corporate applicant which is eligible for personal collection, your authorized representative must bear a +letter of authorization from your corporation stamped with your corporation’s chop. Both individuals and authorized +representatives must produce evidence of identity acceptable to our H Share Registrar at the time of collection. +Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer to the paragraph +headed “How to Apply for Hong Kong Offer Shares—D. Despatch/Collection of H Share Certificates and Refund of +Application Monies” in this Prospectus for details. +Applicants who have applied through the HK eIPO White Form service and paid their applications monies through single +bank accounts may have refund monies (if any) dispatched to the bank account in the form of HK eIPO White Form e-Auto +Refund payment instructions. Applicants who have applied through the HK eIPO White Form service and paid their +application monies through multiple bank accounts may have refund monies (if any) dispatched to the address as specified +in their application instructions in the form of refund checks in favor of the applicant (or, in the case of joint applications, +the first-named applicant) by ordinary post at their own risk. +Any uncollected H Share certificates will be dispatched by ordinary post, at the applicants’ risk, to the addresses specified +in the relevant applications. +Further information is set out in the paragraphs headed “How to Apply for the Hong Kong Offer Shares—D. +Despatch/Collection of H Share Certificates and Refund of Application Monies.” +The above expected timetable is a summary only. Y ou should refer to “Structure of the Global +Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus for details of the +structure of the Global Offering, including the conditions of the Global Offering, and the procedures +for application for the Hong Kong Offer Shares. +If the Global Offering does not become unconditional or is terminated in accordance with its +terms, the Global Offering will not proceed. In such case, the Company will make an announcement +as soon as practicable thereafter. +EXPECTED TIMETABLE (1) +–v i– + + +--- page 8 --- +This prospectus is issued by our Company solely in connection with the Hong Kong Public +Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation +of an offer to buy any security other than the Hong Kong Offer Shares. This prospectus may not be +used for the purpose of, and does not constitute, an offer or invitation in any other jurisdiction or +in any other circumstances. No action has been taken to permit a public offering of the Offer Shares +or the distribution of this prospectus in any jurisdiction other than Hong Kong. The distribution of +this Prospectus for purposes of a public offering 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 +applicable securities laws of such jurisdictions pursuant to registration with, or authorization by, the +relevant securities regulatory authorities or an exemption therefrom. +You should rely only on the information contained in this prospectus to make your investment +decision. Our Company has not authorized anyone to provide you with information that is different +from what is contained in this prospectus. Any information or representation not made in this +prospectus must not be relied on by you as having been authorized by our Company, the Sole +Sponsor , the Sponsor-Overall Coordinator , the Sole Global Coordinator , the Sole Bookrunner , the +Sole Lead Manager , any of the Underwriters, any of our or their respective directors, officers, +representatives, or affiliates, or any other person or party involved in the Global Offering. +Information contained in our website, located at www.laifual.com , does not form part of this +prospectus. +Page +Expected Timetable ...................................................... i v +Contents ............................................................... v i i +Summary .............................................................. 1 +Definitions ............................................................. 1 1 +Glossary ............................................................... 1 9 +Forward-Looking Statements ............................................... 2 2 +Risk Factors ........................................................... 2 4 +Waivers from Strict Compliance with the Requirements under the Listing Rules ....... 5 3 +Information about this Prospectus and the Global Offering ........................ 5 6 +Directors and Parties Involved in the Global Offering ............................ 6 0 +Corporate Information .................................................... 6 4 +Industry Overview ....................................................... 6 6 +Regulatory Overview ..................................................... 7 8 +History and Corporate Structure ............................................ 9 3 +Business ............................................................... 1 1 3 +CONTENTS +– vii – + + +--- page 9 --- +Relationship with Our Single Largest Group of Shareholders ....................... 1 8 1 +Connected Transactions ................................................... 1 8 4 +Directors and Senior Management ........................................... 1 8 6 +Share Capital ........................................................... 1 9 7 +Cornerstone Investors ..................................................... 2 0 0 +Substantial Shareholders .................................................. 2 0 9 +Financial Information .................................................... 2 1 2 +Future Plans and Use of Proceeds ........................................... 2 4 8 +Underwriting ........................................................... 2 5 3 +Structure of the Global Offering ............................................ 2 6 5 +How to Apply for Hong Kong Offer Shares .................................... 2 7 4 +Appendix I — Accountants’ Report ................................... I - 1 +Appendix II — Unaudited Pro Forma Financial Information ................. II-1 +Appendix III — Taxation and Foreign Exchange ........................... III-1 +Appendix IV — Summary of Key Legal and Regulatory Requirements in China . . IV-1 +Appendix V — Summary of the Articles of Association ..................... V - 1 +Appendix VI — Statutory and General Information ........................ VI-1 +Appendix VII — Documents Delivered to the Registrar of Companies in Hong Kong +and Available on Display ............................... VII-1 +CONTENTS +– viii – + + +--- page 10 --- +This summary aims to give you an overview of the information contained in this prospectus. As +it is a summary, it does not contain all the information that may be important to you. You should read +the whole prospectus before you decide to invest in the Offer Shares. In particular , we are a +specialist technology company seeking to list on the Main Board of the Hong Kong Stock Exchange +under Chapter 18C of the Listing Rules because we are unable to meet the requirements under Rule +8.05(1), (2) or (3) of the Listing Rules. There are unique challenges, risks and uncertainties +associated with investing in companies such as ours. In addition, we have incurred net losses since +our inception, and we may incur net losses for the foreseeable future. We had net cash used in +operating activities during the Track Record Period. We did not declare or pay any dividends during +the Track Record Period and may not pay any dividends in the foreseeable future. Your investment +decision should be made in light of these considerations. +There are risks associated with any investment. Some of the particular risks in investing in the +Offer Shares are set out in the section headed “Risk Factors” in this prospectus. You should read +that section carefully in full before you decide to invest in the Offer Shares. +OVERVIEW +Who We Are +We are a provider of core components for robotic precision transmission in China. We offer a product +portfolio spanning from harmonic reducers, joint modules and robotic arms to automated workstations. +Our products enable applications primarily of humanoid robots and industrial robots. Our strength stems +from our expertise in harmonic reducers, a type of technical component in precision transmission +solutions, and is underpinned by our in-house R&D capabilities. We ranked No. 2 among all the robotic +harmonic reducer providers in China, in terms of shipment volume in 2025, with a market share of 21.4%, +and ranked No. 2 in terms of revenue, with a market share of 12.9%, according to the CIC Report. As of +December 31, 2025, we were one of the two domestic manufacturers that had achieved deliveries and mass +production of harmonic reducers applied in the humanoid robot industry, according to the same source. +We have established technology advantages through years of operation. Specifically, our harmonic +reducers achieved positioning precision of ±15 arcseconds with service life exceeding 10,000 hours in +2025. We have built core competencies in product design, electric actuation and drive, and production +technologies, enabling us to serve various precision transmission applications in welding, handling, +spraying, assembly and sorting. Our products have achieved recognition within the industry for +performance and are now being primarily delivered to domestic customers, and to a much lesser extent, +international markets, including Europe, the United States, Japan and Korea. We are evolving from a +provider in harmonic reducers to a provider of precision transmission solutions, extending the application +of our technology to a broader market. +Our Product Portfolio +Harmonic reducers are core components of robots, widely adapted for multi-joint humanoid robots and +industrial robots. We commenced our business of harmonic reducers in 2015. Harmonic reducers are also +used for precision transmission control in automated production lines. Meanwhile, they further represent a +key gateway to the humanoid robot value chain. Currently, no established humanoid robot enterprise has +achieved independent design and mass production capabilities for harmonic reducers, according to the CIC +Report. Capitalizing on our proven product performance, we are deeply embedded in the humanoid robot +supply chain, meeting power transmission demands for core components such as joints and robotic arms, +while accurately seizing industry opportunities. By adopting our independently designed tooth profile +structures and material processes, we have achieved low-cost and high-efficiency production. We maintain +in-house production for key production processes including primarily heat treatment, precision machining, +and gear machining, supporting consistent quality and stable delivery schedules. +Joint modules and robotic arms integrate core components such as harmonic reducers, motors and +encoders, and are designed for scenarios that require high integration efficiency. Our joint modules +improve torque-to-weight performance and meet the lightweight requirements of battery-powered robotic +arms with payload classes ranging from three kg to 20 kg, enabling broader downstream applications and +access to new customer groups. Our low-voltage joint modules offer a plug-and-play solution for robotic +arms on automated lines, allowing customers to deploy flexible workstations quickly. We also deliver +collaborative robotic arms to satisfy customer demand, broadening our revenue channels. +Our automated workstations are workstation-based production lines that integrate robots with +conventional machine tools to support flexible manufacturing and line upgrades. Designed for small- +batch, multi-variety production, we deliver automated workstation-based production lines that integrate +our proprietary robotic arms, control software and sensing modules. These lines enable high-precision +material handling, providing our customers with one-stop production line automation upgrades. Drawing +on flexible manufacturing know-how accumulated in our harmonic reducer production, our automated +workstations shorten deployment cycles, improve reliability. +We have adopted a transaction-based model for the sales of our harmonic reducer, joint modules and +robotic arms and automated workstations. The following table sets forth a breakdown of our sales volume +and average selling price (ASP) by product category for the periods indicated. +SUMMARY +–1– + + +--- page 11 --- +Y ears ended December 31, +2023 2024 2025 +Sales +volume ASP +Sales +volume ASP +Sales +volume ASP +(Units for sales volume; RMB per unit for ASP) +Harmonic reducers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100115,315 795 142,794 722 291,515 571 +Joint modules /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100451 2,010 1,181 2,432 6,246 7,074 +Robotic arms /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 639 38,035 +Automated workstations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 56 436,852 +Harmonic reducers. The average selling price of our harmonic reducers decreased from RMB795 in +2023 to RMB722 in 2024, primarily due to (1) a higher proportion of sales of small size harmonic reducers, +which have relatively lower prices due to their lower material consumption and shorter manufacturing cycles, +resulting in lower costs and therefore lower prices, driven by growing demand for humanoid robotics; and +(2) our strategic price adjustments for our harmonic reducers to gain a greater market share. The average +selling price of our harmonic reducers further decreased to RMB571 in 2025, primarily due to the increase +in the proportion of small-sized harmonic reducers sold, driven by the continued growth in the downstream +demand for humanoid robots. The proportion of small size harmonic reducers in our total sales volume of +harmonic reducers increased from 1.0% in 2023 to 2.4% in 2024, and further to 11.0% in 2025. The average +selling price of our small size harmonic reducers decreased from RMB634 in 2023 to RMB594 in 2024, and +further decreased to RMB397 in 2025. See “Business—Our Products.” +Joint modules. The average selling price of our joint modules increased from RMB2,010 in 2023 to +RMB2,432 in 2024, primarily due to the launch of low-voltage joint modules in 2024. Our low-voltage +joint modules include additional structural components such as drivers and braking systems compared to +high-voltage joint modules, resulting in higher costs. The average selling price of our joint modules further +increased to RMB7,074 in 2025, primarily due to higher costs driven by additional components added to +some of our joint modules based on customer requirements, such as housings and water-resistant cables. +OUR OPERATIONAL AND FINANCIAL PERFORMANCE +During the Track Record Period, we achieved growth. Since our inception and up to December 31, +2025, we had sold over 870,000 units of harmonic reducers. In 2023, 2024 and 2025, our revenue was +RMB94.5 million, RMB107.7 million and RMB260.9 million, respectively. In the same periods, we +recorded gross profit of RMB27.9 million, RMB25.9 million and RMB66.9 million, respectively, +representing gross profit margin of 29.5%, 24.1% and 25.6%, respectively. +OUR COMPETITIVE STRENGTHS +We believe the following competitive strengths have contributed to our success and differentiated us +from our competitors: (1) robotic precision transmission core components provider in China with +early-mover advantages, (2) technological capabilities to meet downstream demands of humanoid robots and +industrial robots, (3) product matrix with harmonic reducers of various configurations, (4) ongoing capacity +expansion and delivery capabilities and experience, (5) business experience and downstream customer +resources, and (6) seasoned management team and R&D team. See “Business—Our Competitive Strengths.” +OUR GROWTH STRATEGIES +We intend to pursue the following strategies to further grow our business: (1) expand production +capacity to meet explosive downstream demands, (2) continuously enhance technological capabilities and +enrich product portfolio, (3) deepen partnerships with core customer, broaden customer base and expand +global reach, and (4) selectively pursue strategic collaboration, investment and acquisition opportunities. +See “Business—Our Growth Strategies.” +PATH TO PROFITABILITY +Despite our rapid revenue growth, we recorded net loss during the Track Record Period. We recorded +loss for the year of RMB168.8 million, RMB168.8 million and RMB170.6 million in 2023, 2024 and 2025, +respectively. Our net loss during the Track Record Period was primarily due to the combined effects +including (1) the downstream markets of our products remained in a growth stage with demand being +released gradually; (2) in anticipation of the growing market demand, we made early investments in +production capacity, resulting in higher costs such as depreciation and manufacturing overhead costs; (3) +our significant R&D efforts, which led to research and development expenses of RMB31.7 million, +RMB33.3 million and RMB49.2 million in 2023, 2024 and 2025, respectively, representing 33.5%, 30.9% +and 18.9% of our revenue in the same respective periods; and (4) the change in the carrying amount of +redemption liabilities of RMB145.1 million in 2023, 2024 and 2025, respectively. +To achieve profitability and improve net operating cash inflow, we plan to: (1) drive revenue growth +by (i) capturing industry tailwinds, (ii) diversifying our product portfolio, (iii) increasing production +capacity, and (iv) better fulfilling customer orders; (2) improve our gross margin through (i) achieving +economies of scale as our business expands, (ii) continual optimization of production processes, and (iii) +strengthening our supply chain; and (3) enhance overall operational efficiency. These planned initiatives +are closely aligned with our growth strategies and our future plans and use of proceeds. See +“Business—Path to Profitability.” +SUMMARY +–2– + + +--- page 12 --- +RESEARCH AND DEVELOPMENT +We have established our market presence through technological excellence and industry recognition. +Underpinning our competitiveness is a coherent set of core technologies that enables us to design, +industrialize and scale precision transmission solutions with stable performance, predictable quality and +disciplined cost. See “Business—Our Technologies.” Through years of R&D efforts, we have built +expertise in the field of robotic precision transmission solutions, especially harmonic reducers, and have +also developed strong capabilities in the processing and manufacturing of motors and other related +components. We continuously expand our product portfolio, updating existing products and introducing +cost-effective new products to enhance competitiveness. By intensifying R&D commitments, accelerating +market response times and enhancing operational efficiency, we aim to solidify and extend our competitive +edge in the industry. See “Business—Research and Development.” +SPECIALIST TECHNOLOGY INDUSTRY +Our industry consultant, CIC, confirms and our Directors are of the view, each of our products falls +within an acceptable sector of a Specialist Technology Industry, namely, Robot Technology of Robotics +and Automation under Advanced Hardware and Software, as defined under Chapter 18C of the Listing +Rules on the following basis: (1) our harmonic reducers are primarily used in and are essential components +for the operation of humanoid robots and industrial robots, and thus fall within the definition of robot +technology under Robotics and Automation; (2) our joint modules and robotic arms enable versatile +functional support primarily for humanoid robots and industrial robots, and thus fall within the definition +of robot technology under Robotics and Automation; and (3) our automated workstations focus on +supporting production line upgrades within industrial automation. It integrates robotic systems with +traditional machine tools in a workstation format, and thus fall within the definition of robot technology +under Robotics and Automation. Accordingly, we meet the definition of a Specialist Technology Company +under Chapter 18C of the Listing Rules. See “Business—Commercialization.” +OUR CUSTOMERS AND SUPPLIERS +Our Customers +Our customers during the Track Record Period primarily include direct sales customers in the fields +of humanoid robots, industrial robots and other automation equipment, as well as distributors. The +downstream customers of our major distributors primarily include companies in the fields of machine +tools, industrial robots and palletizing robots. In 2023, 2024 and 2025, revenue generated from our top five +customers for each year during the Track Record Period accounted for 29.3%, 37.7% and 42.3% of our +total revenue of such period, respectively, and revenue generated from our largest customer for each year +during the Track Record Period accounted for 8.4%, 10.9% and 12.1% of our total revenue in the same +periods, respectively. We typically settle payments with our top five customers by bank transfer and bank +acceptance bills. All of our top five customers in each year during the Track Record Period were located +in China. See “Business—Customers.” +Our Suppliers +Our suppliers primarily consist of (1) providers of raw materials, such as steels, alloys, components +and bearings for the production of our products; and (2) suppliers offering forging and turning services for +parts and components; and (3) suppliers of manufacturing equipment. In 2023, 2024 and 2025, purchases +from our top five suppliers for each year during the Track Record Period accounted for 29.4%, 28.4% and +30.5% of our total purchase amount of such period, respectively, and the purchase from our largest +supplier for each year during the Track Record Period accounted for 10.8%, 9.6% and 11.8% of our total +purchase amount in the same periods, respectively. We typically settle payments with our top five suppliers +by bank transfer and bank acceptance bill. See “Business—Suppliers.” +PRODUCTION +During the Track Record Period, we manufactured and produced our harmonic reducers and other +precision components, joint modules and robotic arms products and automated workstations through our +production facilities in Shaoxing, Zhejiang Province. Prior to the establishment of our production facility +in 2025, we started self-production in 2013 in leased facilities in Shaoxing. Our production facility in +Shaoxing, Zhejiang Province commenced operation in August 2025. In 2023, 2024 and 2025, our designed +production capacity for the production of harmonic reducers in our leased production facility in Shaoxing +was 161.3 thousand units, 167.0 thousand units and 145.9 thousand units, respectively, and our designed +production capacity for the production of harmonic reducers in our Shaoxing production facility was 176.4 +thousand units in 2025. We stopped our production of harmonic reducers, joint modules and robotic arms +and automated workstations in the leased production facility in Shaoxing in July 2025. As of the Latest +Practicable Date, we continued to collaborate with a number of manufacturing partners mainly for the +production of certain production processes, such as forging and turning services for parts and components, +while the remainder of the production process were primarily completed by our own production facility. +For more details of our designed production capacity, actual production volume and utilization rate of our +production facilities during the Track Record Period, see “Business—Production.” +INTELLECTUAL PROPERTY RIGHTS +We believe that our intellectual property rights are critical to our continued success. As of the Latest +Practicable Date, we had 81 granted patents in China, including 52 invention patents, 26 utility model patents +and three design patents, and filed 33 patent applications which were pending approval. As of the same date, +we had 26 registered trademarks. Our Directors confirm that there was no instances of infringement of third +SUMMARY +–3– + + +--- page 13 --- +parties’ intellectual property rights, material disputes or any other pending material legal proceedings related +to intellectual property rights with third parties during the Track Record Period and up to the Latest +Practicable Date. For examples of patents held by us in connection with our core technologies which we +consider to be material to our business, see “Business—Intellectual Property Rights.” +RISK FACTORS +Our business and operations involve certain risks and uncertainties including those set out in the +“Risk Factors” section in this prospectus. Some of the major risk factors that we face include: (1) +uncertainties in the growth of the size of our addressable markets and the demand for our products; (2) +failure to compete with our competitors; (3) failure to timely introduce new products to adapt to +customers’ needs; (4) unsuccessful execution of our growth strategies; (5) failure to retain existing +customers or attract new customers; (6) failure to maintain relationship with our distributors and to +manage our distribution network; (7) failure to enhance our brand recognition and sales and marketing +capabilities; and (8) exposure to infringement or misappropriation claims by or disputes in relation to our +IP with third parties. As different investors may have different interpretations and criteria when +determining the significance of a risk, you should carefully read the “Risk Factors” section in its entirety +before you decide to invest in our Shares. +SUMMARY OF HISTORICAL FINANCIAL INFORMATION +The following is a summary of our historical financial information as of and for the years ended +December 31, 2023, 2024 and 2025, extracted from the Accountants’ Report set out in Appendix I to this +prospectus. The summary below should be read in conjunction with the consolidated financial information +in Appendix I, including the accompanying notes and the information set forth in the section headed +“Financial Information” in this prospectus. Our consolidated financial information was prepared in +accordance with the IFRS Accounting Standards. +Summary of Consolidated Statement of Profit or Loss +The following table sets forth selected items from our consolidated statements of profit or loss for +the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Revenue Amount +%o f +Revenue Amount +%o f +Revenue +(RMB in thousands, except for percentages) +Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110094,545 100.0 107,714 100.0 260,867 100.0 +Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(66,688) (70.5) (81,787) (75.9) (194,004) (74.4) +Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,857 29.5 25,927 24.1 66,863 25.6 +Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168,785) (178.5) (168,776) (156.7) (170,609) (65.4) +Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– –– – – +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168,785) (178.5) (168,776) (156.7) (170,609) (65.4) +Non-IFRS Measure +To supplement our consolidated financial statements which are presented in accordance with the IFRS +Accounting Standards, we also use adjusted net loss (non-IFRS measure) and EBITDA (non-IFRS +measure)/adjusted EBITDA (non-IFRS measure) as additional financial measures, which are not required by, +or presented in accordance with, the IFRS Accounting Standards. We believe that such non-IFRS measures +facilitate comparisons of operating performance from period to period and company to company by +eliminating potential impacts of certain items. We believe that such measures provide useful information to +investors and others in understanding and evaluating our consolidated results of operations in the same +manner as they help our management. However, our presentation of adjusted net loss (non-IFRS measure) +and EBITDA (non-IFRS measure)/adjusted EBITDA (non-IFRS measure) may not be comparable to +similarly titled measures presented by other companies. The use of such non-IFRS measures has limitations +as an analytical tool, and you should not consider them in isolation from, or as substitute for analysis of, our +results of operations or financial condition as reported under IFRS Accounting Standards. +We define adjusted net loss (non-IFRS measure) as loss for the year adjusted for (1) listing expenses, +as such expenses are related to the Global Offering, (2) change in the carrying amount of redemption +liabilities, as the redemption liabilities will be converted into equity of our Company upon Listing, and (3) +equity-settled share-based payments expenses which are non-cash expenses arising from the share incentives +that we grant to employees. The following table sets out a reconciliation from adjusted net loss (non-IFRS +measure) to loss for the year which is presented in accordance with the IFRS Accounting Standards. +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168,785) (168,776) (170,609) +Add: Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 13,436 +Add: Change in the carrying amount of redemption +liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100145,050 145,050 145,050 +Add: Equity-settled share-based payment expenses /H1100 – – 3,222 +Adjusted net loss (non-IFRS measure) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(23,735) (23,726) (8,901) +SUMMARY +–4– + + +--- page 14 --- +We define EBITDA (non-IFRS measure) as net loss for the year adjusted by adding (1) finance costs; +(2) depreciation charge; and (3) amortization cost of intangible assets, and subtracting interest income on +deposits. We add back (1) listing expenses, (2) change in the carrying amount of redemption liabilities, +and (3) equity-settled share-based payments expenses to EBITDA (non-IFRS measure) to derive adjusted +EBITDA (non-IFRS measure). The following table reconciles EBITDA (non-IFRS measure) and adjusted +EBITDA (non-IFRS measure) to our net loss for the year presented in accordance with IFRS Accounting +Standards for the years indicated: +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Reconciliation of loss for the year to EBITDA(non-IFRS measure) and adjusted EBITDA +(non-IFRS measure) +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168,785) (168,776) (170,609) +Add: +– Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100855 787 2,050 +– Depreciation charge of property, plant and +equipment and right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,162 21,662 23,530 +– Amortization cost of intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,417 1,503 1,646 +Less: +– Interest income on deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,981) (3,249) (1,455) +EBITDA (non-IFRS measure) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(149,332) (148,073) (144,838) +Add: +– Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 13,436 +– Change in the carrying amount of redemption +liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100145,050 145,050 145,050 +– Equity-settled share-based payments expenses /H1100/H1100/H1100/H1100– – 3,222 +Adjusted EBITDA (non-IFRS measure) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,282) (3,203) 16,870 +Our net loss during the Track Record Period was primarily a result of the combination of the +following factors: (1) the downstream markets of our products remained in a growth stage with demand +being released gradually; (2) in anticipation of the growing market demand, we made early investments +in production capacity, resulting in higher costs such as depreciation and manufacturing overhead costs; +(3) our significant R&D efforts, which led to research and development expenses of RMB31.7 million, +RMB33.3 million and RMB49.2 million in 2023, 2024 and 2025, respectively; and (4) the change in the +carrying amount of redemption liabilities of RMB145.1 million in 2023, 2024 and 2025, respectively. +Revenue +During the Track Record Period, we primarily generated revenue from the sales of (1) harmonic +reducers and other precision components; (2) joint modules; (3) automated workstations; and (4) robotic +arms. See “Business—Our Products.” In 2023, 2024 and 2025, our revenue was RMB94.5 million, +RMB107.7 million and RMB260.9 million, respectively. The following table sets forth a breakdown of our +revenue by product type for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Harmonic reducers and other precision +components (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110092,498 97.8 103,406 96.0 167,143 64.1 +– Harmonic reducers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,620 96.9 103,088 95.7 166,529 63.9 +– Other precision components /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100878 0.9 318 0.3 615 0.2 +Joint modules and robotic arms /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100907 1.0 2,873 2.7 68,491 26.2 +– Joint modules /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100907 1.0 2,873 2.7 44,187 16.9 +– Robotic arms /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 24,304 9.3 +Automated workstations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 24,464 9.4 +Others (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,140 1.2 1,435 1.3 769 0.3 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110094,545 100.0 107,714 100.0 260,867 100.0 +(1) Other precision components primarily include bearings and flanges. Such precision components constitute essential and +functionally interdependent parts required for the physical integration and operational performance of harmonic reducers. We +only provide such precision components as accessories for specific harmonic reducer orders to meet custom installation needs. +We do not offer them as separate product lines or sell them on their own. Based on the foregoing, we group harmonic reducers +together with such precision components. +(2) Others primarily represent the provision of heat treatment services, which refers to a metal thermal process within our +production cycle. For details, see “Business—Production—Production Process.” We provide such services to third parties +primarily to utilize our spare heat treatment processing capacity. +SUMMARY +–5– + + +--- page 15 --- +Driven by growing demand for humanoid robots, our revenue from small-sized harmonic reducers +was RMB0.7 million, RMB2.0 million and RMB12.7 million in 2023, 2024 and 2025, respectively, +representing 0.8%, 2.0% and 7.6% of our total revenue from harmonic reducers for the same periods, +respectively. See “Business—Our Products.” +Gross Profit and Gross Profit Margin +In 2023, 2024 and 2025, our gross profit was RMB27.9 million, RMB25.9 million and RMB66.9 +million, respectively, representing gross profit margin of 29.5%, 24.1% and 25.6%, respectively. The +following table sets forth a breakdown of our gross profit and gross profit margin by product type for the +periods indicated. +Y ear ended December 31, +2023 2024 2025 +Gross +profit/ +(loss) +Gross +profit/ +(loss) +margin +Gross +profit +Gross +profit +margin +Gross +profit +Gross +profit +margin +(RMB) (%) (RMB) (%) (RMB) (%) +(RMB in thousands, except for percentages) +Harmonic reducers and other precisioncomponents (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,632 29.9 25,530 24.7 41,047 24.6 +Joint modules and robotic arms (2) /H1100/H1100/H1100/H1100/H1100(595) (65.7) 124 4.3 17,494 25.5 +Automated workstations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 8,050 32.9 +Others (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100820 71.9 273 19.0 272 35.3 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,857 29.5 25,927 24.1 66,863 25.6 +(1) Other precision components primarily include bearings and flanges. +(2) We incurred gross loss and gross loss margin for our joint modules and robotic arms in 2023, mainly because we +incurred substantial cost and expenditure such as modeling at the early stage of our product manufacturing. +(3) Others primarily represent the provision of heat treatment services. +Our gross profit margin decreased from 29.5% in 2023 to 24.1% in 2024, primarily due to the +decrease in the gross profit margin of our harmonic reducers and other precision components. Such +decrease was primarily due to (1) our hiring of more production personnel in anticipation of downstream +growing demand, and (2) our strategic price adjustments for our harmonic reducers to gain a greater +market share. Our gross profit margin increased from 24.1% in 2024 to 25.6% in 2025, primarily due to +the increase in the gross profit margin of our joint modules and robotic arms, mainly driven by the +increased sales volumes of our joint modules and robotic arms, resulting in improved unit costs +efficiencies. See “Financial Information—Period to Period Comparison of Results of Operations.” +Cost of Sales +In 2023, 2024 and 2025, our cost of sales was RMB66.7 million, RMB81.8 million and RMB194.0 +million, respectively, representing 70.5%, 75.9% and 74.4% of our revenue for the same periods, +respectively. Our cost of sales primarily consists of (1) cost of materials, mainly including steels, bearings +and machined parts; (2) manufacturing overhead costs, primarily including consumables, utilities, +equipment maintenance expenses and depreciation; (3) labor costs, mainly representing salaries, bonuses +and other benefits for our production personnel; and (4) outsourced costs, mainly representing external +processing fees. For details, see “Financial Information—Key Components of Our Consolidated Income +Statements—Cost of Sales.” +Summary of Consolidated Statements of Balance Sheet +The following table sets forth a summary of our consolidated balance sheet as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100161,190 235,987 296,810 +Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100316,822 261,029 425,234 +Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100959,577 1,147,753 1,427,027 +Net current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(642,755) (886,724) (1,001,793) +Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(481,565) (650,737) (704,983) +Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,377 19,981 115,648 +Net liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(501,942) (670,718) (820,631) +Our net current liabilities increased from RMB642.8 million as of December 31, 2023 to RMB886.7 +million as of December 31, 2024, primarily due to (1) the increase in redemption liabilities, and (2) the +decrease in cash and cash equivalents. Our net current liabilities increased from RMB886.7 million as of +December 31, 2024 to RMB1,001.8 million as of December 31, 2025, primarily due to (1) the increase in +redemption liabilities, (2) the increase in trade and other payables, and (3) the increase in interest-bearing +borrowings partially offset by the increase in trade and other receivables. +Our net liabilities increased from RMB501.9 million as of December 31, 2023 to RMB670.7 million +as of December 31, 2024, primarily due to an addition to our loss for the year of RMB168.8 million mainly +representing our operating losses. Our net liabilities then increased to RMB820.6 million, primarily due +SUMMARY +–6– + + +--- page 16 --- +to an addition to our loss for the year of RMB170.6 million mainly representing our operating losses, +partially offset by capital injections of RMB17.5 million. We expect to achieve a net assets position upon +the Listing, as the redemption liabilities will be derecognized from liabilities and recognized in equity +upon the Listing. See “Financial Information—Discussion of Certain Balance Sheet Items.” +Summary of Consolidated Statements of Cash Flows +The following table sets forth a summary of our cash flows for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Net cash used in operating activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(35,229) (33,693) (63,411) +Net cash generated from/(used in) investing +activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,835 (78,096) (152,215) +Net cash generated from financing activities /H1100/H1100/H1100/H110015,343 35,112 178,620 +Cash and cash equivalent at January 1 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100157,480 147,413 70,761 +Effect of foreign exchange rate changes /H1100/H1100/H1100/H1100/H1100/H1100/H1100(16) 25 (2) +Cash and cash equivalent at December 31 /H1100/H1100/H1100/H1100/H1100/H1100147,413 70,761 33,753 +Our net cash used in operating activities decreased from RMB35.2 million in 2023 to RMB33.7 +million in 2024, primarily due to an increase in contract liabilities and trade and other payables, primarily +due to our enhanced bargaining power with our suppliers along with our expanded business scale and +increased procurement over the same periods, partially offset by increase in inventories, primarily due to +our expanded scale of business operations and sales. Our net cash used in operating activities increased +significantly from RMB33.7 million in 2024 to RMB63.4 million in 2025, primarily due to an increase in +trade and other receivables, which was generally in line with our increase in revenue over the same period, +partially offset by an increase in contract liabilities and trade and other payables, primarily due to our +enhanced bargaining power with our suppliers along with our expanded business scale and increased +procurement over the same periods, in line with our sales growth. See “Financial Information—Liquidity +and Capital Resources—Cash Flows.” +Long cash conversion cycle and cashflow mismatch +We have a relatively long cash conversion cycle. Our cash conversion cycle, calculated as inventory +turnover days in each year plus the trade receivable turnover days in the respective period minus the trade +payables turnover days in the respective period, was 528 days, 538 days and 325 days in 2023, 2024 and 2025, +respectively, which was largely driven by (1) our inventory turnover days at 376 days, 355 days and 184 days +for the same periods, respectively; and (2) trade receivables turnover days at 201 days, 246 days and 207 days +for the same periods, respectively. During the Track Record Period, we had relatively high inventory turnover +days, primarily due to (1) our vertically integrated production model; and (2) our wide range of product +specifications and certain customized product offerings. According to the CIC Report, it is an industry norm +for manufacturers in the harmonic reducer industry to have relatively long inventory turnover days due to the +inherently lengthy production cycle from order placement to actual production. During the Track Record +Period, our trade receivables turnover days remained relatively long primarily because (1) we generally grant +a credit period of up to 180 days to our major customers; and (2) we provide further credit flexibility to +customers with proven creditworthiness and substantial procurement scales. Our trade payable turnover days +were 49 days, 63 days and 66 days in 2023, 2024 and 2025, respectively. The gap between the trade receivables +turnover days and trade payable turnover days may result in cashflow mismatch. For details, see “Financial +Information—Discussion of Certain Balance Sheet Items—Inventories,” “Financial Information—Discussion +of Certain Balance Sheet Items—Trade and Other Receivables” and “Financial Information—Discussion of +Certain Balance Sheet Items—Trade and Other Payables.” +Against the background of long cash conversion cycle and the mismatch of the cash receipts from +trade receivables and payments for trade payables during the Track Record Period, we recorded net +operating cash outflows throughout the Track Record Period. Going forward, we will continue to +implement inventory management measures to enhance inventory turnover and working capital status. In +addition, as our market position strengthens, we expect our bargaining power along the supply chain to +increase, which would in turn improve our cash conversion cycle. For details, see “Financial +Information—Discussion of Certain Balance Sheet Items.” +KEY FINANCIAL RATIOS +As of/for the year ended December 31, +2023 2024 2025 +Revenue growth rate (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A 13.9% 142.2% +Gross profit margin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029.5% 24.1% 25.6% +Current ratio (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.3 0.2 0.3 +Quick ratio (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.3 0.2 0.2 +Annual research and development expenditure +ratio (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110056.5% 59.6% 55.7% +Gearing ratio (5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(188.1)% (165.2)% (171.2)% +(1) Revenue growth rate equals revenue growth divided by revenue for the previous year. +(2) The calculation of current ratio is based on current assets divided by current liabilities as of period end. +SUMMARY +–7– + + +--- page 17 --- +(3) The calculation of quick ratio is based on current assets less inventories divided by current liabilities as of period end. +(4) Calculated by dividing annual research and development expenditure (being our research and development expenses +adjusted for intangible assets related to research and development patent acquired from third parties and amortization +expense of acquired intangible assets included in research and development expenditure) by annual total operating +expenditure (being our total operating expenses adjusted for intangible assets related to research and development +patent acquired from third parties and amortization expense of acquired intangible assets included in research and +development expenditure). +(5) The calculation of gearing ratio is based on our debt (being our interest-bearing borrowings, lease liabilities and +redemption liabilities) divided by our total deficit as of the respective dates and multiplied by 100%. +See “Financial Information—Key Financial Ratios.” +CASH BURN RATE +Our cash burn rate refers to the average monthly (1) net cash used in operating activities, (2) cash used +in payments for purchase of property, plant and equipment, and intangible assets, (3) capital element of lease +rentals paid, and (4) interest element of lease rentals paid. Our historical cash burn rate was RMB15.5 million +for the year ended December 31, 2025. As of April 30, 2026, we had cash and cash equivalents and financial +assets measured at fair value through profit and loss (“FVPL”) of RMB22.5 million and RMB37.2 million, +respectively. As of April 30, 2026, our committed but unutilized bank facilities was RMB271.8 million. We +estimate that we will receive net proceeds of approximately HK$949.1 million after deducting the +underwriting fees and expenses payable by us in the Global Offering, assuming no Over-allotment Option +is exercised and assuming an Offer Price of HK$77.00 per Offer Share, being the low-point of the indicative +Offer Price range in this Prospectus. Backed by our gradually achieved economies of scale, ongoing cost +control measures, improving operating leverage and improving cash management, we expect to achieve +greater cost efficiency as our business scale continues to ramp up with our operating expenses under control. +Assuming that the average cash burn rate going forward will be RMB17.9 million, representing +approximately 1.15 times the cash burn rate level for the year ended December 31, 2025, which reflects our +investment in production capacity expansion in 2025 and the continuous expansion in 2026, based on the +underlying assumptions that (1) the number of our employees will not increase significantly; (2) we do not +expect substantial capital investment beyond our plan; and (3) we do not expect significant acquisitions or +investment, we estimate that our cash and cash equivalents and financial assets measured at FVPL, and bank +facilities available for use as of April 30, 2026 will be able to maintain our financial viability for +approximately 19 months or, if we take into account 10.0% of the estimated net proceeds from the Listing +(namely, the portion allocated for our working capital and other general corporate purposes), approximately +23 months or, if we also take into account the estimated net proceeds from the Listing apart from the portion +being allocated to the use for strategic investment or acquisition, 60 months. See “Financial +Information—Liquidity and Capital Resources” for details. +CASH OPERATING COSTS +The following table sets forth key information relating to our cash operating costs for the periods +indicated. +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +(Unaudited) +Research and development expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,266 9,930 23,333 +Workforce employment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,895 59,886 68,177 +Direct production costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,563 41,040 120,167 +Product marketing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,022 2,809 4,524 +Non-income taxes and surcharge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100115 256 3,056 +Our future cash operating costs will continue to primarily relate to direct production costs and +workforce employment. We anticipate an increase in such costs in line with the expected growth in sales +volume of our harmonic reducers, joint modules and robotic arms, and automation solutions, driven by +customer demand and our enhanced market recognition for our products. We do not, however, expect any +material increase in overall costs or expenses relative to our revenue growth in 2026. See “Financial +Information—Cash Operating Costs.” +OUR SINGLE LARGEST GROUP OF SHAREHOLDERS +As of the Latest Practicable Date, Mr. Zhang collectively controlled 32.67% of the voting power at +the general meetings of our Company, comprising (i) 4.13% beneficially owned by Mr. Zhang directly, (ii) +23.45% and 5.09% held through Laifu Investment and Jieyang Information, respectively, where Mr. Zhang +acts as the general partner. Upon the Listing, Mr. Zhang will collectively control 28.42% of the voting +power at the general meetings of our Company through the aforementioned interests and voting +arrangements. Therefore, Mr. Zhang, together with Laifu Investment and Jieyang Information, will be our +Single Largest Group of Shareholders upon the Listing pursuant to the Listing Rules. See “Relationship +with our Single Largest Group of Shareholders.” +PRE-IPO INVESTMENTS +To fund our strategic growth and broaden our shareholder base, we have conducted several rounds +of pre-IPO investments since the incorporation of our Company. See “History and Corporate +Structure—Pre-IPO Investments” for details of the principal terms of our pre-IPO investments and the +identity and background of our Pre-IPO Investors. +SUMMARY +–8– + + +--- page 18 --- +APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE +We have applied to the Listing Committee for the listing of, and permission to deal in, the H Shares +in issue and to be issued pursuant to the Global Offering (including any H Shares which may be issued +pursuant to the exercise of the Over-allotment Option) and the Conversion of Unlisted Shares into H +Shares, on the basis that, among other things, we satisfy the requirement under Rule 18C.03 of the Listing +Rules as a Commercial Company (as defined in the Listing Rules) with reference to our expected market +capitalization at the time of Listing, which, based on the low-end of the Offer Price, exceeds HK$4 billion. +DIVIDENDS +We are a holding company incorporated under the laws of the PRC. We currently do not have any +formal dividend policy or pre-determined dividend payout ratio. During the Track Record Period, we did +not declare or pay any dividends. Any dividends we pay will be at the discretion of our Directors and will +depend on our future operations and earnings, capital requirements and surplus, general financial +condition, contractual restriction and other factors which our Directors consider relevant. Our shareholders +in a general meeting may approve any declaration of dividends, which must not exceed the amount +recommended by our Board. As advised by our PRC Legal Advisor, no dividend shall be declared or +payable except out of our profits and reserves lawfully available for distribution. Any future net profit that +we make will have to be first applied to make up for our historically accumulated losses, after which we +will be obliged to allocate 10% of our net profit to our statutory common reserve fund until such fund has +reached more than 50% of our registered capital. +A SHARE LISTING ATTEMPT +In 2022 and 2024, we had entered into each a sponsor engagement letter with two financial +institutions in connection with our proposed listing of Shares in SSE STAR Market in the PRC (“Proposed +A Share Listing”), respectively. The sponsor engagement letters in connection with the Proposed A Share +Listing were terminated following arm’s length negotiations in November 2024 and December 2025, +respectively. The Company decided not to proceed with the Proposed A Share Listing. As of the Latest +Practicable Date, we had not submitted any formal application to any recognized stock exchange in the +PRC for an A shares listing primarily due to the prevailing market conditions at the relevant time. +CSRC FILING +We had submitted a filing to the CSRC for application of the Listing and the Global Offering. The +CSRC filing was completed on May 19, 2026. +GLOBAL OFFERING STATISTICS +The statistics in the following table are based on the fact that (1) the Global Offering has been +completed and 13,441,900 Offer Shares are issued pursuant to the Global Offering; and (2) the +Over-allotment Option is not exercised. +Based on an Offer +Price of HK$77.00 +per +H Share +Based on an Offer +Price of HK$85.50 +per +H Share +Market Capitalization of our H Shares (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +HK$7,961.7 +million +HK$8,840.6 +million +Unaudited pro forma adjusted net tangible +asset per Share (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100HK$13.61 HK$14.66 +(1) The calculation of market capitalization is based on 103,398,787 H Shares expected to be in issue immediately upon +completion of the Global Offering (assuming the Over-allotment Option is not exercised). +(2) The unaudited pro forma adjusted consolidated net tangible assets per Share is arrived at after the above adjustment +and on the basis that 103,398,787 Shares (being the 89,956,887 Shares issued and outstanding as of December 31, 2025 +and 13,441,900 H Shares under the Global Offering) in issue immediately following the completion of the Global +Offering and assuming that the Global Offering had been completed on December 31, 2025 without taking into account +of the Shares which may be issued upon exercise of the Over-allotment Option. No adjustment has been made to reflect +any trading result or other transactions of our Company entered into subsequent to December 31, 2025. +LISTING EXPENSES +We recorded listing expenses of nil, nil and RMB13.4 million in 2023, 2024 and 2025, respectively. +We expect to incur a total of approximately RMB77.2 million (HK$88.8 million) of listing expenses in +connection with the Global Offering, representing approximately 8.0% of the gross proceeds from the +Global Offering (assuming an Offer Price of HK$81.25, being the mid-point of the indicative Offer Price +range between HK$77.00 and HK$85.50, and assuming that the Over-allotment Option is not exercised), +including (1) underwriting commissions, SFC transaction levy, Stock Exchange trading fees and AFRC +transaction levy for all Offer Shares of approximately RMB49.7 million (HK$57.2 million), and (2) +non-underwriting related expenses of approximately RMB29.6 million (HK$34.1 million), which consist +of (i) fees and expenses of legal advisors and reporting accountants of approximately RMB17.4 million +(HK$20.0 million), and (ii) sponsor fee and other fees and expenses of approximately RMB12.2 million +(HK$14.0 million). Approximately RMB25.9 million (HK$29.8 million) is expected to be charged to our +consolidated statements of profit or loss and other comprehensive income, and approximately RMB53.4 +million (HK$61.5 million) is expected to be recognized as a deduction in equity directly upon the Global +Offering. The listing expenses above are the best estimate as of the Latest Practicable Date and for +reference only. The actual amount may differ from this estimate. +SUMMARY +–9– + + +--- page 19 --- +USE OF PROCEEDS +We estimate that the net proceeds of the Global Offering, after deducting the estimated underwriting +commissions and other fees and expenses payable by us in connection with the Global Offering, will be +approximately HK$1,003.3 million, assuming an Offer Price of HK$81.25 per Offer Share (being the +mid-point of the indicative range of the Offer Price of HK$77.00 to HK$85.50 per Offer Share), without +the exercise of the Over-allotment Option. We currently intend to use the net proceeds from the Global +Offering for the purposes and in the amounts as the following: (1) approximately 55.0% of the net +proceeds, or HK$578.2 million, will be used for production facility expansion with relevant equipment +procurement and production personnel recruitment in the next three years; (2) approximately 20.0% of the +net proceeds, or HK$210.2 million, will be used for the enhancement of our R&D capabilities for product +portfolio enrichment with expanded application scenarios; (3) approximately 5.0% of the net proceeds, or +HK$52.6 million, will be used to expand our overseas sales network; (4) approximately 10.0% of the net +proceeds, or HK$105.1 million, will be used for strategic investment or acquisition of potential +high-quality targets across the industry value chain in both domestic and international markets, to enhance +our competitiveness and market presence; and (5) approximately 10.0% of the net proceeds, or HK$105.1 +million, will be used for working capital and other general corporate purposes. See “Future Plans and Use +of Proceeds.” +RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGES +Our business had continued to expand and experience growth subsequent to the Track Record Period +and up to the Latest Practicable Date, and our sales volume has been on an upward trajectory. For instance, +the sales volume of our harmonic reducers increased from 62.5 thousand units in the four months ended +April 30, 2025 to 133.9 thousand in the same period of 2026. By product size, the sales volume of our +small-sized harmonic reducers increased from 3.6 thousand units in the four months ended April 30, 2025 +to 14.0 thousand units in the same period of 2026, and the sales volume of large-sized reducers increased +from 58.9 thousand units in the four months ended April 30, 2025 to 119.9 thousand units in the same +period of 2026. The share of small-sized harmonic reducers in our total sales volume of harmonic reducers +increased from 5.7% in the four months ended April 30, 2025 to 10.4% in the same period of 2026. +According to CIC, demand for small-sized harmonic reducers is expected to continue growing, driven by +the same factors behind their recent growth: (1) increasing demand from humanoid robots, which +particularly require smaller-diameter harmonic reducers for precision joints such as dexterous hands, +wrists and ankles where size, weight and accuracy are critical; and (2) the shift toward flexible +manufacturing in the industrial setting, where light-payload robots with constrained joint spaces naturally +favor small-sized harmonic reducers for flexible deployment, low changeover costs and safe human-robot +collaboration. Our capabilities in small-sized harmonic reducers align well with this future market trend, +enabling us to produce and sell more small-sized units. Our Directors confirm that, up to the date of this +prospectus, there has been no material adverse change in our financial or trading position since December +31, 2025 (being the date on which the latest consolidated financial information of our Group was prepared) +and there is no event since December 31, 2025 which would materially affect the information shown in +our consolidated financial statements included in the Accountants’ Report in Appendix I to this prospectus. +Our monthly average cash burn for the four months ended April 30, 2026 was approximately +RMB21.1 million. The relatively high cash burn rate during the period was primarily attributable to (1) +the adjustment of the safety stock level in response to the rising sales forecasts, resulting in higher +procurement of the raw materials of harmonic reducers, mainly including steels, bearings and machined +parts; (2) the prepayment for purchase of equipment to expand the production capacity in order to meet +the surging demand from downstream customers, with our designed monthly production capacity of +harmonic reducers reached 50.4 thousand units in April 2026; and (3) the sales performance was relatively +weak in the first quarter, primarily due to the Chinese New Y ear holidays, while fixed operating costs +continued to be incurred. We expect our cash burn rate to decline during the eight months ended December +31, 2026, driven by our anticipated business growth. We expect that we will record a net loss for the year +ended December 31, 2026, primarily because we are in the stage of expanding our business and operations, +further commercializing our products and continuously investing in our products in R&D. +SUMMARY +–1 0– + + +--- page 20 --- +In this prospectus, unless the context otherwise requires, the following terms and expressions +have the meanings set forth below. +“Accountants’ Report” the accountants’ report for three years ended December 31, 2025 +prepared by KPMG, the text of which is set out in Appendix I to +this prospectus +“affiliate” any other person, directly or indirectly, controlling or controlled by +or under direct or indirect common control with such specified +person +“AFRC” Accounting and Financial Reporting Council +“Articles of Association” or +“Articles” +the articles of association of our Company, as amended, which +shall become effective on the Listing Date, a summary of which is +set out in Appendix V to this prospectus +“Audit Committee” audit committee of the Board +“Beta Achieve” Beta Achieve Limited (ʮ̡), incorporated under the +Hong Kong laws on December 15, 2017 as a limited liability +company, one of our SIIs +“Board” or “Board of Directors” the Board of Directors of our Company +“Business Day” or “business day” any day (other than a Saturday, Sunday or public holiday) on which +banks in Hong Kong are generally open for normal banking +business to the public +“CCASS” the Central Clearing and Settlement System established and +operated by HKSCC +“CDBC Fund” CDBC Manufacturing Industry Transformation and Upgrading +Fund (Limited Partnership) (ږ(Υྫ)), +incorporated under the PRC laws on May 26, 2020 as a limited +partnership, one of our Pathfinder SIIs +“China” or “PRC” the People’s Republic of China, excluding, for the purpose of this +prospectus only, Hong Kong, Macau and Taiwan +“Chongqing Laifual” Chongqing Laifual Transmission Technology Co., Ltd. (ᅅԸబ +ʮ̡), a wholly-owned subsidiary of our +Company, incorporated under the PRC laws on September 1, 2025 +as a limited liability company +“CIC” China Insights Industry Consultancy Limited, our independent +industry consultant, an independent market research and consulting +company +DEFINITIONS +–1 1– + + +--- page 21 --- +“CIC Report” a commissioned industry report prepared by CIC +“CmdRob” Nanjing Cmd Robot Technology Co., Ltd. (ᒕᅃዚኜɛҦஔ +ʮ̡), a wholly-owned subsidiary of our Company, +incorporated under the PRC laws on November 17, 2022 as a +limited liability company, one of our principal subsidiaries +“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” or “our Company” Zhejiang Laifual Drive Co., Ltd. (ʮ +̡), incorporated under the PRC laws on November 26, 2013 as a +joint stock company +“Company Law” or “PRC +Company Law” +Company Law of the People’s Republic of China ( ʕശɛ͏ձ +جas amended, supplemented or otherwise modified from +time to time +“Conversion of Unlisted Shares +into H Shares” +the conversion of 89,956,887 Unlisted Shares into H Shares on a +one-for-one basis upon the completion of the Global Offering. +Such conversion of Unlisted Shares into H Shares had been +approved by the CSRC on May 19, 2026 and an application for H +Shares to be listed on the Stock Exchange has been made to the +Listing Committee +“CSDC” China Securities Depository and Clearing Corporation Limited ( ʕ +பʮ̡) +“CSRC” the China Securities Regulatory Commission ( ʕᗇՎ္ຖ၍ଣ +ึ) +“Director(s)” the director(s) of our Company +“Extreme Conditions” Extreme conditions where a super typhoon or other natural disaster +of a substantial scale seriously affects the working public’s ability +to resume work or brings safety concern for a prolonged period +“FINI” “Fast Interface for New Issuance”, an online platform operated by +HKSCC that is mandatory for admission to trading and, where +applicable, the collection and processing of specified information +on subscription in and settlement for all new listings +“General Rules of HKSCC” the General Rules of HKSCC as may be amended or modified from +time to time and where the context so permits, shall include the +HKSCC Operational Procedures +DEFINITIONS +–1 2– + + +--- page 22 --- +“Global Offering” the Hong Kong Public Offering and the International Offering +“Group,” “our Group,” “we” or +“us” +our Company and its subsidiaries (or our Company and any one or +more of its subsidiaries, as the context may require) +“Guide” Guide for New Listing Applicants issued by the Stock Exchange in +August 2015, as amended from time to time +“Guozhong SME Fund” Guozhong SME Development Private Equity Investment Fund +Partnership (Limited Partnership) (ٰ +ΥྫΆุ(Υྫ)), incorporated under the PRC laws +on December 25, 2015 as a limited partnership, one of our SIIs +“H Share(s)” overseas-listed foreign shares in the share capital of our Company +with nominal value of RMB1.00 each, which are to be subscribed +for and traded in HK dollars and are to be listed on the Stock +Exchange +“H Share Registrar” Tricor Investor Services Limited +“HK eIPO White Form ” the application for Hong Kong Offer Shares to be issued in the +applicant’s own name by submitting applications online through +the designated website at www.hkeipo.hk +“HK eIPO White Form Service +Provider” +the HK eIPO White Form service provider designated by our +Company as specified on the designated website at +www.hkeipo.hk +“HK$” or “HK dollars” Hong Kong dollars, the lawful currency of Hong Kong +“HKSCC” Hong Kong Securities Clearing Company Limited, a wholly-owned +subsidiary of Hong Kong Exchanges and Clearing Limited +“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the PRC +“Hong Kong Offer Shares” the 672,100 H Shares initially offered by our Company for +subscription at the Offer Price pursuant to the Hong Kong Public +Offering (subject to reallocation as described in “Structure of the +Global Offering”) +“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares for subscription by the +public in Hong Kong (subject to reallocation as described in the +section headed “Structure of the Global Offering”) at the Offer +Price (plus brokerage, SFC transaction levies, Stock Exchange +trading fees and AFRC transaction levy), on and subject to the +terms and conditions described in this prospectus and as further +described in “Structure of the Global Offering—The Hong Kong +Public Offering” +DEFINITIONS +–1 3– + + +--- page 23 --- +“Hong Kong Underwriter” the underwriter of the Hong Kong Public Offering listed in +“Underwriting—Hong Kong Underwriter” in this prospectus +“Hong Kong Underwriting +Agreement” +the underwriting agreement dated June 18, 2026 relating to the +Hong Kong Public Offering and entered into by and among our +Company, the Sole Sponsor, the Sponsor-Overall Coordinator, our +Single Largest Group of Shareholders and the Hong Kong +Underwriter as further described in “Underwriting—Underwriting +Arrangements and Expenses” +“IAS” International Accounting Standards +“IFRS Accounting Standards” IFRS Accounting Standards as issued by the International +Accounting Standards Board +“Independent Third Party(ies)” person(s) or company(ies), who/which, to the best of our +Directors’ knowledge, information and belief, having made all +reasonable enquiries, is/are not connected person(s) of our +Company within the meaning ascribed thereto under the Listing +Rules +“International Offer Shares” the 12,769,800 H Shares initially offered by our Company for +subscription pursuant to the International Offering together with, +where relevant, any additional H Shares which may be issued by +our Company pursuant to the exercise of the Over-allotment +Option (subject to reallocation as described in “Structure of the +Global Offering”) +“International Offering” the offer of the International Offer Shares by the International +Underwriter at the Offer Price to persons outside the United States +in offshore transactions in accordance with Regulation S, as further +described in “Structure of the Global Offering” +“International Sanctions Legal +Advisor” +Commerce & Finance Law Offices LLP , our international sanctions +law legal advisor +“International Underwriter” the international underwriter that is expected to enter into the +International Underwriting Agreement to underwrite the +International Offering +“International Underwriting +Agreement” +the underwriting agreement expected to be entered into on or +around the Price Determination Date by and among our Company, +the Sole Sponsor, the Sponsor-Overall Coordinator, our Single +Largest Group of Shareholders and the Hong Kong Underwriter as +further described in “Underwriting—Underwriting Arrangements +and Expenses—The International Offering” +DEFINITIONS +–1 4– + + +--- page 24 --- +“Jiangsu Laifual” Jiangsu Laifual Transmission Technology Co., Ltd. ( ϪᘽԸ၅ෂਗ +ʮ̡), a wholly-owned subsidiary of our Company, +incorporated under the PRC laws on March 18, 2020 as a limited +liability company, one of our principal subsidiaries +“Jieyang Information” Shengzhou Jieyang Information Consulting Partnership +(Limited Partnership) (ፔ༔ΥྫΆุ(Υྫ)), +incorporated under the PRC laws on December 4, 2017 as a limited +partnership, one of our Single Largest Group of Shareholders +“Jining Laifual” Laifual (Jining) Technology Co., Ltd. ( Ը၅(ྐྵ)ʮ̡), a +wholly-owned subsidiary of our Company, incorporated under the +PRC laws on September 29, 2025 as a limited liability company +“Latest Practicable Date” June 13, 2026, being the latest practicable date for the purpose of +ascertaining certain information contained in this prospectus prior +to its publication +“Laifu Investment” Shengzhou Laifu Investment Management Partnership (Limited +Partnership) ( ⎾ψ̹Ը၅ҳ༟၍ଣΥྫΆุ(Υྫ)), +incorporated under the PRC laws on October 27, 2015 as a limited +partnership, and a member of our Single Largest Group of +Shareholders +“Lenovo Fund” Hubei Lenovo Y angtze River Technology Industrial Fund +Partnership (Limited Partnership) (ږ +ΥྫΆุ (Υྫ)), incorporated under the PRC laws on May +16, 2018 as a limited partnership, one of our Pathfinder SIIs +“Listing” listing of the H Shares on the Main Board of the Stock Exchange +“Listing Committee” the Listing Committee of the Stock Exchange +“Listing Date” the date, expected to be on or around Tuesday, June 30, 2026, on +which our H Shares of the Company are listed and from which +dealings therein are 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 from time to time) +“Main Board” the stock market (excluding the option market) operated by the +Stock Exchange which is independent from and operated in +parallel with the GEM of the Stock Exchange +“Mr. Zhang” Mr. Zhang Jie ( ੵ௫), our executive Director, chairman of our +Board, general manager and one of our Single Largest Group of +Shareholders +“Nomination Committee” the nomination committee of our Board +DEFINITIONS +–1 5– + + +--- page 25 --- +“Offer Price” the final price per H Share in Hong Kong dollars (exclusive of +brokerage fee of 1%, SFC transaction levy of 0.0027%, Stock +Exchange trading fee of 0.00565% and AFRC transaction levy of +0.00015%) of not less than HK$77.00 and expected to be not more +than HK$85.50, at which Hong Kong Offer Shares are to be +subscribed, to be determined in the manner further described in +“Structure of the Global Offering—Pricing and Allocation” +“Offer Share(s)” the Hong Kong Offer Shares and the International Offer Shares, +together with, where relevant, any additional H Shares which may +be issued by our Company pursuant to the exercise of the +Over-allotment Option +“Over-allotment Option” the option expected to be granted by our Company to the +International Underwriter, exercisable by the Sponsor-Overall +Coordinator (for itself and on behalf of the International +Underwriter) pursuant to the International Underwriting +Agreement, pursuant to which our Company may be required to +allot and issue up to an aggregate of 2,016,200 additional H Shares +at the Offer Price to, cover over-allocations in the International +Offering, if any, further details of which are described in +“Structure of the Global Offering” +“Pathfinder Sophisticated +Independent Investor(s)” or +“Pathfinder SII(s)” +has the meaning ascribed to it in Chapter 2.5 of the Guide +“PRC Legal Advisor” Haiwen & Partners, being the legal advisor of our Company as to +the PRC laws +“Pre-IPO Investor(s)” the investor(s) from whom our Company obtained several rounds +of investments, details of which are set out in the section headed +“History and Corporate Structure—Pre-IPO Investments” in this +prospectus +“Price Determination Agreement” the agreement to be entered into by the Sponsor-Overall +Coordinator (for itself and on behalf of the Underwriters) and our +Company on the Price Determination Date to record and fix the +Offer Price +“Price Determination Date” the date, expected to be on or around Friday, June 26, 2026 (Hong +Kong time) on which the Offer Price is determined, or such later +time as the Sponsor-Overall Coordinator (for itself and on behalf +of the Underwriters) and our Company may agree, but in any event +no later than 12:00 noon on Friday, June 26, 2026 +“Regulation S” Regulation S under the U.S. Securities Act +“Remuneration and Appraisal +Committee” +the remuneration and appraisal committee of our Board +DEFINITIONS +–1 6– + + +--- page 26 --- +“Reporting Accountants” KPMG +“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC +“SFC” the Securities and Futures Commission of Hong Kong +“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of +Hong Kong), as amended, supplemented or otherwise modified +from time to time +“Share(s)” ordinary shares in the capital of our Company with a nominal value +of RMB1.00 each, comprising Unlisted Shares and H Shares +“Shareholder(s)” holder(s) of the Share(s) +“Shengzhou Laifual” Shengzhou Laifual Transmission Technology Co., Ltd. ( ⎾ψԸ၅ +ʮ̡), a wholly-owned subsidiary of our Company, +incorporated under the PRC laws on July 9, 2019 as a limited +liability company, one of our principal subsidiaries +“Shenzhen Laifual” Shenzhen Laifual Transmission Technology Co., Ltd. ( ଉέԸ၅ෂ +ʮ̡), a wholly-owned subsidiary of our Company, +incorporated under the PRC laws on February 28, 2023 as a limited +liability company +“Single Largest Group of +Shareholders” +refers to Mr. Zhang, Laifu Investment and Jieyang Information +“Sole Bookrunner” the sole bookrunner as named in “Directors and Parties Involved in +the Global Offering” +“Sole Global Coordinator” the sole global coordinator as named in “Directors and Parties +Involved in the Global Offering” +“Sole Lead Manager” the sole lead manager as named in “Directors and Parties Involved +in the Global Offering” +“Sole Sponsor” CMB International Capital Limited +“Sophisticated Independent +Investor(s)” or “SII(s)” +has the meaning ascribed thereto under the Listing Rules +“Sponsor-Overall Coordinator” the sponsor-overall coordinator as named in “Directors and Parties +Involved in the Global Offering” +“SSE STAR Market” the Shanghai Stock Exchange Science and Technology Innovation +Board (ؐ) +Stabilizing Manager” CMB International Securities Limited +DEFINITIONS +–1 7– + + +--- page 27 --- +“Stock Exchange” The Stock Exchange of Hong Kong Limited, a wholly-owned +subsidiary of Hong Kong Exchanges and Clearing Limited +“Track Record Period” the three years ended December 31, 2025 +“Underwriters” the Hong Kong Underwriter and the International Underwriter +“Underwriting Agreements” the Hong Kong Underwriting Agreement and the International +Underwriting Agreement +“Unlisted Shares” ordinary Shares in the share capital of our Company with a +nominal value of RMB1.00 each, which are subscribed for and paid +up in RMB and are unlisted Shares not currently listed or traded on +any stock exchange +“U.S.” or “United States” the United States of America, its territories, its possessions and all +areas subject to its jurisdiction +“U.S. Securities Act” the United States Securities Act of 1933, as amended, and the rules +and regulations promulgated thereunder +“US$,” “USD” or “U.S. dollars” United States dollars, the lawful currency of the United States +“Xiamen Laifual” Xiamen Laifual Drive Technology Co., Ltd. (ෂਗҦ +ʮ̡), a wholly-owned subsidiary of our Company, +incorporated under the PRC laws on December 9, 2021 as a limited +liability company, one of our principal subsidiaries +“%” percent +In this prospectus, the terms “associate,” “close associate,” “connected person,” “core connected +person,” “connected transaction,” “subsidiaries” and “substantial shareholder” shall have the meanings +given to such terms in the Listing Rules, unless the context otherwise requires. +Certain amounts and percentage figures included in this prospectus have been subject to rounding. +Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures +preceding them. Any discrepancies in any table or chart between the total shown and the sum of the +amounts listed are due to rounding. +For ease of reference, the names of the PRC established companies or entities, laws or regulations +have been included in this prospectus in both the Chinese and English languages; in the event of any +inconsistency, the Chinese versions shall prevail. +DEFINITIONS +–1 8– + + +--- page 28 --- +This glossary contains certain technical terms used in this prospectus in connection with our +Company and our business. Such terms and their meanings may not correspond to standard industry +definitions or usage. +“AGV” automated guided vehicle, a type of driverless, self-propelled robot +designed to transport loads autonomously along predefined paths +“AI” artificial intelligence, the ability of a machine or computer system +to perform tasks that typically require human intelligence +“algorithm” a step-by-step procedure or set of rules, often implemented in +computer code, designed to perform a specific task or solve a +particular problem +“automated workstation” a self-contained automation cell integrating tooling, control and +safety for a defined process +“automation” the application of various control systems, such as controller, +robots and information technologies, to operate equipment and +processes in a wide range of industries +“automation equipment” machines and devices that execute industrial processes +automatically under programmed control +“axis” or “axes” indicates a degree of freedom, where increasing the number of axes +allows the industrial robot to access a greater amount of space by +giving it more degrees of freedom +“bearing” a mechanical element that supports shafts/loads while reducing +friction during rotation or motion +“CAGR” compound annual growth rate +“CANopen” Controller Area Network open, a communication protocol and +device profile specification widely used in industrial automation +and motion control systems. Based on the CAN (Controller Area +Network) bus, it enables standardized data exchange between +controllers, drives, sensors and other automation devices, +supporting features such as real-time data transmission, device +configuration and network management +“circular spline” a key component of a harmonic reducer, typically the rigid outer +ring with internal teeth, primarily used in harmonic reducers +“CNC” computer numerical control, the automated control of machining +tools by means of a computer +GLOSSARY +–1 9– + + +--- page 29 --- +“collaborative robots” or “cobots” robots with operational robotic arms intended for direct human- +robot interaction or collaboration within a shared space or where +humans and robots are operating in proximity +“controllers” systems connected to the robot in order to control the movements +of the robots +“encoders” electromechanical devices designed to convert mechanical motion +into electrical signals, which can provide feedback on angular +velocity and displacement +“end-effectors” the tools at robots’ working end that directly interact with the task +or object +“EtherCA T” Ethernet for Control Automation Technology, a real-time industrial +Ethernet communication protocol widely used in motion control +and automation systems. It enables high-speed, deterministic data +exchange between controllers and devices such as joint modules, +robotic arms and motor drives +“driver” an electronic circuit or device that enables the control and +operation of electric motors +“FEA” finite element analysis, the process of predicting an object’s +behavior based on calculations made with the finite element +method (FEM) +“flexible gear”, “flexspline” a thin cylindrical cup made from alloy steel with external teeth on +the open end of the cup, primarily used in harmonic reducers +“frameless motor” motor without an external housing, designed to be integrated +directly into mechanical assemblies +“gear skiving” a high-precision gear machining process that enables efficient +mass production of gear components +“harmonic reducers” a type of mechanical gear system designed to transmit motion and +torque with very high precision and minimal backlash +“humanoid robots” robots with human-like body layout (torso, limbs, head) for +human-oriented tasks +“industrial robots” an automatically controlled, reprogrammable multipurpose +manipulator, programmable in three or more axes, which can be +either fixed in place or fixed to a mobile platform for use in +automation applications in an industrial environment +“joint modules” a compact joint unit integrating motor, reducer, driver, encoder and +brake for easy system embedding +GLOSSARY +–2 0– + + +--- page 30 --- +“MES” manufacturing execution system, a software system that monitors, +tracks and controls manufacturing processes. MES provides real +time data and insights into production operations, facilitating +production control, quality management and decision-making +“payload” the maximum weight that the robot can handle while performing its +tasks +“precision transmission” the accurate and efficient transfer of motion and torque within +mechanical systems, essential in robotics and automation +“repeatability” indicates the ability of a robot to consistently reproduce the same +pose within a given tolerance +“robotic arms” a multi-joint mechanical arm that executes positioning, handling +and process operations +“R&D” research and development +“SKU” stock keeping unit +“sensor” a device that measures or detects real-world conditions, such as +motion, heat or light, and converts the conditions into analog or +digital representations +“tooth profile” the contour or shape of the gear teeth, which is critical for ensuring +efficient engagement and disengagement +“torque density” output torque per unit mass or volume, indicating compactness and +power +“transmission ratio” the speed conversion ratio between input and output of a +transmission +“wave generator” one of the core components of harmonic reducers, which drives the +meshing of the flexspline and circular spline through elastic +deformation to achieve high-precision speed reduction +transmission +“WMS” warehouse management system, a software that helps companies +manage and control daily warehouse operations, from the moment +goods and materials enter a distribution or fulfillment center until +the moment they leave +GLOSSARY +–2 1– + + +--- page 31 --- +We have included in this prospectus forward-looking statements. Statements that are not +historical facts, including statements about our intentions, beliefs, expectations or predictions for +the future, are forward-looking statements. +This prospectus contains forward-looking statements that are, by their nature, subject to significant +risks and uncertainties, including the risk factors described in this prospectus. Forward-looking statements +can be identified by words such as “may,” “will,” “should,” “would,” “could,” “believe,” “expect,” +“anticipate,” “intend,” “plan,” “continue,” “seek,” “estimate,” or the negative of these terms or other +comparable terminology. Examples of forward-looking statements include, but are not limited to, +statements we make regarding our projections, business strategy and development activities as well as +other capital spending, financing sources, the effects of regulation, expectations concerning future +operations, margins, profitability and competition. The foregoing is not an exclusive list of all +forward-looking statements we make. +Forward-looking statements are based on our current expectations and assumptions regarding our +business, the economy and other future conditions. We give no assurance that these expectations and +assumptions will prove to have been correct. Because forward-looking statements relate to the future, they +are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our +results may differ materially from those contemplated by the forward-looking statements. They are neither +statements of historical fact nor guarantees or assurances of future performance. We caution you therefore +against placing undue reliance on any of these forward-looking statements. Important factors that could +cause actual results to differ materially from those in the forward-looking statements include regional, +national or global political, economic, business, competitive, market and regulatory conditions and the +following: + our business prospects; + our business strategies and plans to achieve these strategies; + future developments, trends and conditions in and competitive environment for the industries +and markets in which we operate; + general economic, political and business conditions in locations where we operate; + our financial condition and performance; + our capital expenditure plans; + our dividend policy; + changes to the regulatory environment, policies, operating conditions of and general outlook in +the industries and markets in which we operate; + our expectations with respect to our ability to acquire and maintain regulatory licenses or +permits; + the extent and nature of, and potential for, future development of our business; + the actions of and developments affecting our competitors; + the actions of and developments affecting our major customers and suppliers; and +FORW ARD-LOOKING STATEMENTS +–2 2– + + +--- page 32 --- + certain statements in the sections headed “Risk Factors,” “Industry Overview,” “Regulatory +Overview,” “Business,” “Financial Information,” “Relationship with our Single Largest Group +of Shareholders” and “Future Plans and Use of Proceeds” with respect to trends in interest +rates, foreign exchange rates, prices, volumes, operations, margins, risk management and +overall market trends. +Any forward-looking statement made by us in this prospectus speaks only as of the date on which +it is made. Factors or events that could cause our actual results to differ may emerge from time to time, +and it is not possible for us to predict all of them. Subject to the requirements of applicable laws, rules +and regulations, we undertake no obligation to update any forward-looking statement, whether as a result +of new information, future developments or otherwise. All forward-looking statements contained in this +prospectus are qualified by reference to this cautionary statement. +FORW ARD-LOOKING STATEMENTS +–2 3– + + +--- page 33 --- +An investment in our H Shares may involve significant risks. Potential investors should read +and consider carefully all the information set out in this prospectus, and, in particular , should +evaluate the following risks and uncertainties before deciding to make any investment in our H +Shares. Any of the risks and uncertainties listed below could have a material adverse effect on our +business, results of operations, financial condition or on the trading price of our H Shares, and +could cause you to lose all or part of your investment. The risks and uncertainties identified below +are not the only ones we face. Additional risks and uncertainties not presently known to us or that +we currently deem immaterial may also affect our business and results of 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.” +We are at a relatively early stage of commercialization of our products, as we only met the revenue +requirement as set out in Rule 18C.03 of the Listing Rules following our revenue growth during the Track +Record Period. In addition, we recorded net losses since our inception and expect to continue to incur net +losses after the Track Record Period. We believe there are certain risks and uncertainties involved in our +operations, some of which are beyond our control. We have categorized these risks and uncertainties into +(1) risks relating to our general operations and industry, (2) risks relating to the research and development +and intellectual property rights of our products, (3) risks relating to our financial condition and need for +additional capital, (4) risks relating to doing business in the jurisdictions where we operate, and (5) risks +relating to the Global Offering. +Additional risks and uncertainties that are presently not known to us or not expressed or implied +below or that we currently deem immaterial could also harm our business, results of operations and +financial condition. Y ou should consider our business and prospects in light of the challenges we face, +including those discussed in this section. +RISKS RELATING TO OUR GENERAL OPERATIONS AND INDUSTRY +The size of our addressable markets and the demand for our products may not increase as rapidly +as we anticipate due to a variety of factors, which may materially and adversely affect our business, +results of operations and financial condition. +China’s robotic precision transmission solution industry has been developing rapidly. The future +market size of the industry and the demand for robotic precision transmission solutions may, however, be +difficult to anticipate since it depends on a number of variables, most of which are beyond our control. For +example, the market growth may depend on the application of robotic precision transmission solutions across +various industry sectors and the performance and cost-efficiency of these solutions. If there is a reduction +in customer demand as a result of alternative technologies, competing products or solutions, technological +challenges, decreases in customer spending, weakening economic conditions or other causes, our business, +results of operations and financial condition will be materially and adversely affected. +In addition, the market acceptance of robotic precision transmission solutions may vary across +different industry sectors. As we aim to reach out to more customers across different industry sectors, we +may face challenges brought by more diverse and complex use cases. We cannot assure you that the trend +of adopting and utilizing robotic precision transmission solutions by potential customers will develop or +continue in the future in any given industry sector, which in turn would hinder our ability to achieve the +desired level of adoption of our products. +RISK FACTORS +–2 4– + + +--- page 34 --- +Our products are widely used across various downstream sectors. Any slowdown in the growth of +these sectors could adversely affect our business, results of operations and financial condition. +As of the Latest Practicable Date, we had developed products featuring high-precision, zero backlash +and ultra-flat design with long service life for several major industry verticals where precision and +reliability are critical, such as humanoid robots, industrial robots and other automation equipment. See +“Business—Our Products.” Accordingly, the demand for our robotic precision transmission solutions is +closely tied to the market growth and downstream demand within these sectors. Any slowdown in the +growth of these sectors could materially and adversely affect the adoption of our products. +The market growth and downstream demand for our customers’ products, which drive demand for +our various products are subject to various factors beyond our control, including macroeconomic +conditions, rapid technological developments, evolving industry standards, shifting consumer preferences, +regulatory changes, production cycles and supply chain constraints. Any delay or slowdown in +technological advancements, disruptions in supply chains or changes in regulatory policies may hinder the +growth of downstream sectors. For example, the future prospects of the robotics industry, whether +industrial-grade or household-grade, are subject to factors beyond our control, such as the actual +capabilities of robots, their ease of use, pricing and the availability of alternative products. Any stagnation +or contraction in these factors could impact the demand for our products. In addition, we cannot assure +you that technological innovation will result in increased customer demand or broader adoption of our +products. Any delay in technological advancements or failure of emerging technologies to drive expected +downstream market growth could materially and adversely affect our business, results of operations and +financial condition. Furthermore, we cannot guarantee that the market trends of downstream sectors where +our products are deployed will remain favorable in the future. There is no assurance that the demand for +product offerings in these downstream sectors will remain at the levels experienced during the Track +Record Period or continue to grow. Any decline in the customer demand in these downstream sectors or +stagnation in the growth of downstream sectors could materially and adversely affect our business, results +of operations and financial condition. +The industry in which we operate is competitive. If we fail to compete against our competitors, our +business, results of operations and financial condition may be materially and adversely affected. +The robotic precision transmission solution industry in which we operate is competitive. Some of our +existing players have a longer operating history, more financial and other corporate resources, more +sophisticated technological capabilities, more robust customer base and greater bargaining power than us. +Such competitors may develop and launch more attractive products, adapt to downstream demands or +incorporate advanced technologies at a faster pace than us. As such, we may not be able to respond as +quickly and effectively to new opportunities, technologies, industry standards, customer demand or +regulatory requirements as such competitors. In addition, in the event that these competitors further lower +the prices of their products similar to ours, due to their ability to achieve further cost savings, changes in +market conditions or other reasons, we cannot assure you that we can match their pricing strategies in a +timely manner, if at all, which could render our products less competitive in the market. +We also face competition from new entrants who may offer more competitive products than ours. +Such new entrants may increase industry competition and adversely impact the sales, price and profit +margins of our products and our market share. Further, we may be required to make substantial additional +investments in research, development, marketing and sales, recruiting and retaining talents and acquiring +technologies complementary to, or necessary for, our current and future products in order to respond to +such potential competitions, and we cannot assure you that such measures will be effective. +If we are unable to compete successfully, or if competing successfully requires us to take costly +actions in response to the actions of our competitors, our business, results of operations and financial +condition may be materially and adversely affected. +RISK FACTORS +–2 5– + + +--- page 35 --- +Our evolving business portfolio make it difficult to evaluate our prospects and the risks and challenges +we may encounter. Our historical growth may not be indicative of our future performance. +We commenced our operations in 2013 and have continued to expand our business since our +inception. We have innovated, and will continue to innovate robotic precision transmission solutions +across diversified industry verticals. Our business initiatives, including our harmonic reducers, joint +modules and robotic arms and automated workstations, have not been fully proven, which may subject us +to a number of uncertainties and additional costs and expenses, and adversely affect our ability to project +and plan for our future growth. +In 2023, 2024 and 2025, our revenue was RMB94.5 million, RMB107.7 million and RMB260.9 +million, respectively. However, you should not consider our historical performance as indicative of our future +financial performance. As our business further develops, we may continue to update our business portfolio. +We may launch new product or discontinue any existing ones for strategic purposes. Any of such changes +may have a material adverse effect on our business, results of operations, financial condition and prospects. +Our prospects should be considered in light of the risks and uncertainties that we may encounter, +including the following ones, some of which are beyond our control: + China’s overall economic growth; + the evolving regulatory environment and government policies and initiatives, in particular +those relating to the industries that we operate in; + the level of digital intelligentization in China; + awareness and widespread adoption of robotic precision transmission solutions across various +industry sectors; + our ability to advance and develop our technologies; + our ability to develop and deliver products to efficiently address our customers’ needs; + our ability to retain and expand our customer base; + our ability to increase brand recognition through marketing and promotional activities; + our ability to successfully compete with other companies that are currently in, or may in the +future enter, our industries; and + our ability to manage our costs and expenses and enhance operating efficiency. +Our business operation and financial performance may be adversely affected if we fail to timely +introduce new products to adapt to customers’ needs. +The industry in which we operate is characterized by rapid technological advancement, frequent +introductions of new products, continual shifts in customer demands and expansion into new application +scenarios. In addition, the continuous emergence of new products has intensified the need for innovation. +Accordingly, our business success depends substantially on our ability to continuously introduce new and +upgrade existing products in a timely manner. In particular, the timely introduction of new products and +upgrading of existing products requires us to: +RISK FACTORS +–2 6– + + +--- page 36 --- + adapt quickly and cost-effectively to changing customer specifications, market conditions and +regulatory standards; + cooperate effectively with customers, suppliers and other partners to meet customization +requirements; + continuously improve the reliability, scalability and intelligence of our products; + design performance-enhancing functions that differentiate our products from competitors; and + respond promptly to technological changes and products announcements by our competitors. +If we fail to meet any of these requirements, our products may become less competitive or even obsolete. +Any delays or inefficiencies in upgrading our products may impact our ability to capitalize on emerging +application scenarios or address evolving market demands, further diminishing our market position. +If we fail to retain existing customers, attract new customers or increase their spending, our +business, results of operations and financial condition may be materially and adversely affected. +Our ability to generate and increase our revenue depends largely on our ability to retain existing +customers, attract new customers or increase their spending with us. This in turn would depend on a number +of factors, including our ability to offer high-quality products that address the needs of our customers at +competitive prices, roll out new and enhanced features and functionalities of our products, strengthen our +technological capabilities and adapt to the evolving industry trends and competitive landscape. +Furthermore, our customer base and customer spending with us may decline or fluctuate due to many +factors, including customer satisfaction, customer budget levels, changes in our customers’ underlying +businesses, changes in the type and size of our customers, pricing, competitive landscape and general +economic conditions. We may also fail to execute our sales and marketing strategies in a cost-effective +manner or our efforts to cross-sell and up-sell may not be as successful as we anticipate. Moreover, failure +to maintain high-quality customer support may also have an adverse effect on customer retention. Such +failures could result in customer dissatisfaction and decrease in the overall demand for our products, which +would materially and adversely affect our business, results of operations, financial condition and prospects. +As we have been and will continue expanding our customer base and diversifying industry sectors +that we cover, the demands of our customers may differ from each other and evolve over time. As such, +we need to upgrade, expand and modify our products to satisfy their requirements. We also need to develop +expertise and insights to serve customers across industry sectors and adapt our products accordingly to +ensure the degree of our market acceptance. We have a track record of successfully expanding into new +industry sectors. However, we cannot assure you that we will be able to maintain this momentum in the +future and always provide products that meet our customers’ anticipations. In addition, there may be one +or more existing market leaders in such areas. Such companies may be able to compete more effectively +than us by leveraging their experience in addressing customer needs in those sectors, as well as their +deeper industry insights, greater brand recognition, more advanced technologies and better access to +customer base and business opportunities. We could also be subject to additional regulations relating to +new industry sectors that we enter into, and we may not have sufficient experience or resources in dealing +with those enhanced requirements and could incur additional compliance costs. Expansion into any new +industry sectors may place significant strains on our management and resources. As a result, we may not +be able to retain and expand our customer base, and our business, results of operations and financial +condition may be materially and adversely affected. +Our success depends in part on our ability to enhance our production capabilities and to produce +high quality products. +Our success depends in part on our ability to enhance our production capabilities, which include +expanding our manufacturing capacity, improving our manufacturing efficiency or modifying our +RISK FACTORS +–2 7– + + +--- page 37 --- +production lines to meet the varying demands for our products. In 2023, 2024 and 2025, the utilization rate +for the production of harmonic reducers in our leased production facility in Shaoxing was 81.9%, 89.5% +and 93.0%, respectively, and the utilization rate for the production of harmonic reducers in our Shaoxing +production facility was 97.1% in 2025. If we are unable to do so, we may not be able to achieve the desired +level of economies of scale in our operations, to reduce manufacturing costs to the level that will allow +us to compete effectively or to maintain our pricing and other competitive advantages. Our ability and +efforts to enhance our production capabilities are subject to significant risks and uncertainties, including: + our ability to obtain funding for the additional capital expenditures, working capital and other +corporate requirements to be used to enhance our production capabilities. We may be unable +to obtain such funds in a timely manner or on commercially reasonable terms or at all; + unexpected delays and cost overruns resulting from a number of factors, many of which may +be beyond our control. These include increases in the prices of raw materials, parts, +components and utilities, shortages of workers, transportation constraints, disputes with +contractors, engineering firms and equipment vendors, as well as equipment malfunctions and +breakdowns; + availability of the necessary technology or equipment from third parties or our internal research +and development department; + diversion of management attention and other resources; and + manufacturing interruption caused by natural disasters or other unforeseen events. +Construction of new production facilities or the expansion of existing facilities also requires +significant capital investment upfront, and it may take considerable time before such facilities achieve +their expected capacity or breakeven point. Failure to construct or expand our production facilities in time +or at all may drain our financial resources and adversely affect our business, results of operations and +financial condition. +Failure to enhance our brand recognition and sales and marketing capabilities could harm our +ability to expand our business operations and expand our customer base, and adversely affect our +business, results of operations, financial condition and prospects. +We believe that maintaining and enhancing our brand is important to continued market acceptance +of our existing and future products, attracting new customers, retaining existing customers, and +successfully executing our dual-pronged growth engines. We also believe that the importance of brand +recognition will increase as competition in our market increases. Successfully maintaining and enhancing +our brand recognition will depend largely on the effectiveness of our marketing efforts, our ability to +provide reliable products that continue to meet the needs of our customers at competitive prices, our ability +to maintain our customers’ trust, and our ability to successfully differentiate our products from competitive +ones. However, our efforts may not always be successful or yield increased revenue. +Moreover, the promotion of our brand also requires us to make expenditures, and we expect that the +absolute amount of these expenditures will increase as the market becomes more competitive. Our selling +and marketing expenses were RMB6.3 million, RMB6.4 million and RMB9.2 million in 2023, 2024 and +2025, respectively. To the extent that our sales and marketing activities increase revenue, the increase in +revenue still may not necessarily be sufficient to offset the expenditures we incur. We may also be unable +to hire and train sufficient numbers of qualified sales personnel or ensure the productivity of our sales +personnel in acquiring new customers or cross-selling to our existing customers. If we do not successfully +maintain and enhance our brand and ensure the effectiveness of our sales and marketing efforts, our ability +to expand our customer base may be impaired, which would then adversely affect our business, results of +operations and financial condition. +RISK FACTORS +–2 8– + + +--- page 38 --- +We may be unable to execute our strategies effectively. +Our business, results of operations and financial condition depend in part on our ability to effectively +implement our growth strategies. For example, to expand our production capacity and boost our growth, +we may construct additional production lines at our production facilities or construct new production +facilities. If we encounter any issue during our international expansion or if we fail to manage our products +portfolio expansion, our business, results of operations and financial condition may be materially and +adversely affected. Despite the fact that we have secured orders from leading customers in certain +emerging industry verticals during the Track Record Period, such products may not gain sufficient market +acceptance or realize revenue as predicted. In addition, we must continue to hire, train and effectively +manage new employees. If newly hired employees perform poorly or if we are unsuccessful in hiring, +training, managing and integrating new employees, our business, results of operations and financial +condition may be materially and adversely affected. To effectively manage the expected growth of our +operations and personnel, we will need to continue to improve our technological, operational and financial +systems, policies, procedures and controls. All of these endeavors involve risks and will require significant +managerial, financial and human resources. There is no assurance that we will be able to effectively +manage our growth or to implement all these systems, procedures and control measures successfully or +that our new business initiatives will be successful. If we are not able to manage our growth or execute +our strategies effectively, our expansion may not be successful and our business and prospects may be +materially and adversely affected. +If we experience operational disruption or machinery breakdown in our production facilities, our +inventory level and production schedule may be adversely affected. +Our success and reputation depend on our ability to deliver quality products to our customers on time +and in required quantities, which in turn relies on the proper and reliable functioning of our production +processes. Our production processes rely on the stable operation of our production facilities, particularly +machinery and equipment for key processes. Any operational disruption or machinery breakdown could +directly impact our production schedules and stock levels, hindering our ability to meet customer orders +in a timely manner, thus affecting customer satisfaction. +Operational disruptions or machinery breakdowns in our production facilities may arise from +unexpected incidents or catastrophic events, including natural disasters, fires, technical or mechanical +failures, power shortages, explosions, labor strikes, epidemics, loss of licenses, certifications or permits, +changes in governmental planning for the underlying land, and regulatory developments. Additionally, +instability or shortages in electricity supply could halt production activities, causing delays in fulfilling +customer orders. In the event of such disruptions, maintaining production volumes and ensuring sufficient +stock levels to meet customer demands could be challenging. Identifying and securing alternative facilities +or machinery in a timely and cost-effective manner may not always be feasible. In addition, we may also +experience delays in shipments caused by our third-party logistic service providers. Delays in resuming +normal operations could also affect the quality and schedule of product deliveries, potentially impacting +customer satisfaction and damaging our reputation. Any prolonged suspension of operations or significant +disruptions in our production processes could materially and adversely affect our business operations. +If we experience increases in labor costs, shortage of labor or deterioration in labor relations, our +production costs may be affected. +Labor costs have been fluctuating and may rise in the future. Our labor costs accounted for 21.6%, +27.7% and 18.4% of our total cost of sales in 2023, 2024 and 2025. Labor cost increases may cause our +production costs to increase, and we may not be able to pass on such increase to our customers. We also +cannot assure you that we will not experience any shortage of labor. Any such shortage could hinder our +ability to maintain our production schedules and maintain or expand our business operations, which could +materially and adversely affect our business, results of operations, financial condition and prospects. +RISK FACTORS +–2 9– + + +--- page 39 --- +We seek to maintain favorable labor relations with our employees as we believe that our long-term +growth depends on the expertise, experience and development of our employees. For details of our +employee training efforts and welfare, see “Business—Employees.” However, we cannot assure you that +we will not have any labor disputes in the future. Any deterioration of our labor relations could result in +disputes, strikes, claims, legal proceedings and reputational damage, labor shortages that disrupt our +business operations, as well as loss of experience, know-how and trade secrets. +Future operating results depend upon our ability to obtain raw materials in sufficient quantities on +commercially reasonable terms from our suppliers. +Raw materials are the major component of our total cost of sales. In 2023, 2024 and 2025, our cost +of materials was RMB22.4 million, RMB27.1 million and RMB110.9 million, respectively. The raw +materials that we mainly use in the manufacturing of our products are steels, alloys, components and +bearings. We procure raw materials from third-party suppliers. The prices of raw materials are susceptible +to fluctuations due to supply and demand trends in the commodities markets, transportation costs, +geopolitical events, price controls, the economic climate and other unforeseen circumstances. Our results +of operations could be adversely affected if we are unable to obtain adequate supplies of high-quality raw +materials in a timely manner at reasonable prices, or if there are significant increases in the costs of raw +materials that we could not pass on in full to our customers. +We rely on the timely supply of raw materials in order to carry out our production plans as scheduled. +Any delays or disruptions in such supplies from our suppliers may have a material and adverse impact on +our ability to meet our customers’ demands for our products on time. In addition, any natural or man-made +disasters or other unanticipated catastrophic events, including adverse weather, fires, technical or +mechanical difficulties, storms, explosions, earthquakes, strikes, acts of terrorism, wars and outbreaks of +pandemics could impair the operations of our suppliers and impede our ability to manufacture and deliver +our products to our customers in a timely manner. +We cannot assure you that we will be able to extend or renew the agreements that we have entered +into for the supply of raw materials on similar terms, or at all. The effects of global or regional economic +conditions on our suppliers could also affect our ability to obtain raw materials, and we remain subject to +significant risks of supply shortages and price increases, which may adversely affect our business, results +of operations and financial condition. +We have derived a substantial portion of our revenue from sales to a limited number of customers, +which may expose us to risks relating to customer concentration. +Revenue generated from our largest customer in each year during the Track Record Period accounted +for 8.4%, 10.9% and 12.1% of our total revenue for such period, respectively, and revenue generated from +our top five customers in each year during the Track Record Period accounted for 29.3%, 37.7% and 42.3% +of our total revenue for such period, respectively. See “Business—Customers.” +There are inherent risks whenever a large percentage of total revenue is concentrated with a limited +number of customers. Actions taken by our largest customers to exploit their comparably superior +bargaining position in negotiating the terms of contracts or otherwise could also have an adverse effect on +our operating results. In the event that the existing largest customers cease to engage our products, and +we are unable to find new customers with similar attributable revenue within a reasonable period of time +or at all, our business and profitability may be adversely affected. In addition, if any of such customers +delays in their payments or even default, our results of operations, financial condition and liquidity may +be materially and adversely affected. As such, should there be any adverse development related to our +largest customers’ operations or any other reasons resulting in any deterioration or termination of our +business relationship with one or more of our major customers, our business, financial condition, operating +results and prospects could be materially and adversely affected. +RISK FACTORS +–3 0– + + +--- page 40 --- +We are exposed to supplier concentration risk due to our reliance on certain major suppliers. +Under our vertically integrated business model, our business operations depend on the continuous +service of certain suppliers, mainly including the suppliers of steel, alloys, components and bearings. +Purchases from our five largest suppliers in each year during the Track Record Period accounted for 29.4%, +28.4% and 30.5% of our total purchase amount in the same periods, respectively. Purchases from our largest +supplier in each year during the Track Record Period accounted for 10.8%, 9.6% and 11.8% of our total +purchase amount in the same periods, respectively. See “Business—Suppliers—Major Suppliers.” +Our reliance on these major suppliers subjects us to the concentration and counterparty risk from these +suppliers and we cannot assure you that we will be able to maintain our relationships with our major +suppliers in the future. If the supply of the aforementioned raw materials and components is disrupted or +delayed, we may fail to find replacements with similar supply capacity on comparable commercial terms +within a reasonable period of time, or at all. To the extent that we are unable to manage these risks, our ability +to timely supply competitive products will be harmed, our costs will increase, and our business, results of +operations and financial condition will be adversely affected. Moreover, we cannot guarantee that our major +suppliers will not have a change of business scope or business model or will continue to maintain their +market position and reputation. Any material adverse change to the operation, financial performance or +financial condition of our major suppliers may result in material adverse impact on their business with us. +We may face risks associated with defective products and the unsatisfactory performance of our +products. +Our products may expose us to potential product quality claims if they fail to perform as expected, +are proven to be defective, or if their use causes, results in or is alleged to have caused or resulted in +project delays or damages or other adverse effects. If our products do not meet specifications or +requirements enforced by domestic or overseas regulators or requested by our customers (as the case +maybe), we may be subject to product quality claims or litigation. Any product quality claim, regardless +of whether relating to project delays or damages, or related regulatory actions could prove costly and +time-consuming to defend and could potentially prejudice our brand reputation and our relationship with +our customers. If successful, product quality claims may require us to pay substantial damages. +Furthermore, certain product quality claims may be the result of defects from parts and components +purchased from third-party suppliers. Such third-party suppliers may not indemnify us for defects as to +such parts and components or would only provide us with limited indemnification that is insufficient to +cover our damages resulting from the product quality claim. Any product quality claim, either with or +without merit, may also result in significant negative publicity and thus materially and adversely affect the +marketability of our products and our reputation, our relationship with customers, as well as our business, +results of operations and financial condition. +We are subject to various regulatory and customer requirements and may not be successful in +maintaining an effective quality control system. +The performance, quality and safety of our products are critical to our customers and our success. +We have established and maintained stringent quality assurance standards and inspection procedures, +including quality control with respect to the raw materials and components purchased from suppliers. See +“Business—Quality Control.” However, the effectiveness of our quality control system is determined by +various factors, including the design of the system, implementation of quality standards, quality of training +programs and our employees’ adherence to our quality control policies and guidelines, and should cover +all stages of manufacturing processes, including raw material and component procurement and both +semi-finished and finished products. If we fail to maintain an effective or adequate quality control system, +we may manufacture defective products that would expose us to warranty claims which may include +return, replacement or recall of our products and other compensation and product liability. Any such claim, +RISK FACTORS +–3 1– + + +--- page 41 --- +regardless of whether it is ultimately successful, could cause us to incur significant costs, prejudice our +business reputation and result in significant disruption to our operations. Furthermore, if any such claim +is ultimately successful, we could be required to pay substantial monetary damages or penalties, which +could have a material adverse effect on our results of operations and financial condition. +We depend on the continued services and contributions of our senior management and other key +employees, including senior R&D personnel and skilled engineers. +Our future performance depends on the continued services and contributions of our senior +management and other key employees, to oversee and execute our business plans, identify and pursue new +opportunities and perform effective product design and R&D. We rely on our experienced senior +management team to oversee and conduct our business operations, including maintenance of our +relationships with key business partners, compliance with relevant laws and regulations and facilitation of +the commercialization and production of our products. Any loss of the services of or changes in the +positions of our key personnel could significantly delay or prevent us from achieving our strategic +business objectives, and adversely affect our business, financial condition and operating results. Hiring +and integrating suitable replacements into our team also requires significant amount of time, training and +resources, and may impact our existing corporate culture. Our future success depends, to a significant +extent, on our ability to attract, train and retain qualified personnel, particularly skilled engineers. +However, we cannot assure you that we will be able to develop or retain qualified personnel that we will +need in order to achieve our strategic objectives. If we fail to respond in a timely manner to the loss of +service of or changes in the positions of our key personnel, our business, financial condition and results +of operations may be adversely affected. +Our business may be subject to seasonal fluctuations. +Our business operations are subject to seasonality. Our sales performance tends to be stronger in the +fourth quarter of each year, primarily because our customers typically conduct equipment and process +testing during the second quarter and complete the majority of their annual capital expenditure in the third +and fourth quarters, leading to our stronger sales in the second half of the year, especially the fourth +quarter. Our sales performance and production activities tends to be relatively weak in the first quarter of +each year, primarily due to the Chinese New Y ear holidays, while gradually recover during the second +quarter. This seasonality pattern may cause our results of operations to fluctuate from period to period. See +“Business—Seasonality.” +We may not be able to effectively maintain our relationships with our business partners. Any +negative development with respect to our relationships with our business partners may materially +and adversely affect our business and brand . +We established business relationship with third-party business partners, such as manufacturing +partners. During the Track Record Period, we engaged manufacturing partners for certain production +processes, such as forging and turning services for parts and components. See “Business—Production.” In +2023, 2024 and 2025, our outsourced costs amounted to RMB2.6 million, RMB2.8 million and RMB 3.6 +million, respectively, accounting for 3.9%, 3.4% and 1.8% of our total cost of sales in the same respective +periods. We cooperate with and will continue our substantial cooperation with our business partners in +various aspects. If any of our business partners discontinues their cooperation with us, reduces, suspends +or terminates any type of support to us, we need to obtain such support from other business partners, or +improve the capacities on our own. If we are unable to maintain our relationship with business partners, +our business and results of operations could be materially and adversely affected. +If our distributors are not able to operate successfully or we fail to maintain good relationships with such +distributors, our business, financial condition and results of operations could be adversely affected. +Our revenue from sales to distributors accounted for 41.6%, 42.8% and 51.0% of our total revenue +for 2023, 2024 and 2025, respectively. We expect that distributorship will remain an important component +RISK FACTORS +–3 2– + + +--- page 42 --- +of our sales network. The loss of our distributors, or reduced orders from them, could adversely affect our +access to end customers and our sales volume and revenue. Moreover, our distributors may not be able to +market and sell our products successfully or operate their own business effectively. For example, our +distributors may not be able to maintain good relationship with the end customers or carry out marketing +and sales activities in a satisfactory manner. In addition, if the sales volumes of our products to end +customers are not desirable, our distributors may not place new orders with us, or they may reduce orders +or request discounts on the purchase price, and eventually, they may not renew the distribution agreement +with us. If our distributors fail to operate successfully, either as a result of their own reasons or with +respect to our products, our ability to effectively sell our products could be negatively affected. +As we believe that distributorship is an important component of our sales network, any of the +following events could cause fluctuations or declines in our revenue and could have an adverse effect on +our business, results of operations and financial condition: + reduction, delay or cancellation of orders from one or more of our distributors; + failure to renew distribution agreements and maintain relationships with our existing +distributors; + failure to establish relationships with new distributors on favorable or even standard terms; and + inability to timely identify and appoint additional or replacement distributors upon the loss of +one or more of our distributors. +In addition, we cannot assure you that the expansion of our distributor network will continue to be +successful or will generate revenue as expected. The cost of any consolidation or further expansion of our +distributor network may exceed the revenue generated from these efforts. +We have limited control over the operations of our distributors. Our business may be adversely +affected due to risks relating to the acts of our distributors and their potential breach of +distributorship agreements or applicable laws and regulations. +We rely on distributors for the marketing and sales of our products. We enter into distributorship +agreements with our distributors to regulate their conducts in the marketing and sales of our products. +However, there can be no assurance that we will be successful in detecting any non-compliant activities +by our distributors violating the provision of our distributorship agreements or the applicable laws and +regulations. Specifically, we may be exposed to the risks of misconducts and violations committed by our +distributors. Misconducts and violations may occur in the form of unauthorized misrepresentation to our +downstream end customers, misappropriation of third-party intellectual property and other proprietary +rights and bribery or other unlawful payments during the course of their distribution. +In any such event, we may, as a result, incur liability to our downstream end customers for claims +of misconducts committed by such distributor. Any such claim could subject us to litigation and impose +a significant strain on our financial resources and divert the management attention, regardless of whether +the claims have merit. Additionally, such an event could result in complaints from our downstream end +customers and subsequent adverse impact on our business and reputation. +In addition, as our agreements with distributors do not expressly prohibit the appointment of +sub-distributors, there is a risk that distributors may, without our consent, engage sub-distributors to +indirectly sell our products through unauthorized channels. Such unauthorized sub-distribution could lead +to channel cannibalization and price misalignment, which may erode the sales incentives of our authorized +distributors, undermine our brand reputation, and expose us to compliance and liability risks, as +RISK FACTORS +–3 3– + + +--- page 43 --- +sub-distributors are not our direct contracting parties and we may face challenges in supervising their sales +activities and customer service. All of such could result in complaints from our downstream end customers +and subsequent adverse impact on our business, results of operations, and reputation. +Our information technology and software systems may encounter malfunction, unexpected system +failure, interruption, insufficiency or security breaches, including cyber-attacks or other privacy or +data security incidents that result in security breaches of these systems. +We rely on our information technology and software systems to effectively manage various +customers’ and suppliers’ data, production and operation data and financial and human resources data. Any +significant failure in our information technology and software systems could result in transaction errors, +processing inefficiencies and loss of sales and customers, or lead to loss or leakage of confidential +information. We collect and store certain customer contact information necessary to our business +operations. The security of such information is of paramount importance. Any security and privacy +breaches on customer information may damage our customer relations and our reputation and may expose +us to legal liability. +Our information technology and software systems may be subject to damage or interruption, +primarily due to unexpected emergency circumstances beyond our control, including power outages, +computer and telecommunication failures, malware, ransomware or other destructive software, manual or +usage errors, catastrophic events, fire, natural disasters and extreme weather conditions, systems failures, +security breaches, unauthorized access to our data information systems, hackings intended to cause +malfunctions, loss or corruption of data, software, hardware or other computer equipment, intentional or +inadvertent transmission of computer viruses and other similar events. Attacks, including those targeting +IT systems, could severely disrupt business operations and result in significant expense to repair or +remediate system damage. We could not guarantee attacks and security incidents would not happen in the +future. We may also encounter problems when upgrading our systems, which could disrupt our operations +and adversely affect our results of operations. In addition, our costs to adequately counter the risk of +cyber-attacks and to comply with contractual and regulatory compliance requirements may increase +significantly in the future. +Furthermore, cybersecurity breaches may expose us to a risk of loss or misuse of confidential and +proprietary information. Such theft, loss or fraudulent use of information, or other unauthorized disclosure +of personal or sensitive data, may lead to high costs to notify and protect the impacted persons. It could +also subject us to litigation, losses, liability, fines, or penalties, any of which could materially and +adversely affect our results of operations and reputation. +As cybersecurity threats are dynamic, evolving, and increasing in sophistication, magnitude, and +frequency, there can be no assurance that such procedures and measures will be successful or sufficient +to prevent security breaches from occurring. If any of these potential cybersecurity incidents and +corresponding regulatory action were to occur, they could adversely impact our results of operations due +to high additional costs, such as penalties, third-party claims, repairs, increased insurance expense, +litigation, remediation, security, and compliance costs. +We are subject to risks associated with the overseas expansion of our business. +We have been exploring business opportunities in overseas regions. However, we have limited +experience in doing business in these markets and our products and business may not be well-accepted. We +cannot assure you that we can replicate our success or compete effectively in these markets. Moreover, as +our overseas expansion proceeds, we may have to adapt our business models to the local market due to +various legal requirements and market conditions and incur additional costs associated with such operations. +Specifically, we are subject to risks typically associated with overseas operations including, but not +limited to, compliance with local laws and regulations, such as those related to trade practices and tariffs, +RISK FACTORS +–3 4– + + +--- page 44 --- +intellectual property, labor, anti-corruption, taxation, intra-group transactions and trade practices and data +practice. If any of our overseas operations, or our associates, agents or distributors, violate laws in the relevant +jurisdictions, we could become subject to sanctions or other penalties. We may also need to obtain additional +government approvals, licenses or other authorizations for doing business in overseas markets. Changes in the +political and economic environments in the markets where we operate and the imposition of tariffs, duties or +other protectionist measures may also have a material adverse impact on our overseas operations. +Changes in international trade policies, geopolitics and trade protection measures, including +imposition of export control, trade restrictions and sanctions, may adversely affect our reputation, +business, results of operations and financial condition. +We offer our products to customers in China and overseas markets, with revenue recognized in +overseas markets amounted to RMB2.6 million, RMB4.6 million and RMB7.0 million in 2023, 2024 and +2025, respectively, accounting for 2.8%, 4.3% and 2.7% of our total revenue in the same periods, +respectively. Our sales to overseas markets are subject to potential deterioration in the political and +economic relations among countries and sanctions and export controls policies administered by +government authorities, and other geopolitical challenges, including, but not limited to, economic and +labor conditions, increased duties, taxes and other costs and political instability. +International trade policies, geopolitical tensions and trade protectionist measures (including export +controls, tariffs, trade restrictions and sanctions) have become increasingly complex and uncertain +globally. These developments may give rise to direct and indirect impacts on our Group. For example, +economic sanction regimes imposed by the United States and other jurisdictions or international +organizations, including the European Union, the United Kingdom, and the United Nations, restrict +dealings with certain countries or territories, as well as designated entities, sectors, and individuals. +Sanctions laws and regulations are constantly evolving, and new targeted industry sectors, groups of +companies, persons or organizations are regularly added to the list of international sanctions programs. +Furthermore, if we fail to keep ourselves updated with the latest developments of the international +sanctions or other laws and regulations, we may be involved in sanctions risk exposures. If the relevant +authorities of the relevant jurisdictions determine that any of our future activities as a violation of the +sanctions imposed by these authorities or designate us, any of our Directors and/or substantial +shareholders as a sanctioned company, person or organization, our business and reputation will be +materially and adversely affected. +Our operations may be indirectly affected if our upstream suppliers, downstream customers or +industry partners are subject to tightened export controls, trade restrictions or sanctions, which may in turn +affect supply chain stability, market demand or our business costs. We cannot assure you that future +changes in international trade policies, export controls or sanctions regimes will not have an indirect +adverse effect on our business. +If we are not able to fully comply with future environmental, safety and occupational health laws and +regulations, our business, results of operations and financial condition may be adversely affected . +Our business is subject to certain laws and regulations relating to environmental, safety and +occupational health matters. See “Business—Environmental, Social and Corporate Governance.” Under +these laws and regulations, we are required to maintain safe production conditions and protect the +occupational health of our employees. However, we cannot assure you that we will not experience any +material accidents or worker injuries in the course of our production process in the future, or that our risk +management measures could effectively mitigate the relevant risks and help us navigate the complex and +evolving regulatory environment. Changes in existing ESG-related laws and regulations or the +promulgation of new ESG-related laws and regulations may increase our compliance costs, and if we fail +RISK FACTORS +–3 5– + + +--- page 45 --- +to comply with such ESG-related laws and regulations, our business, results of operations and financial +performance may be adversely affected. +In addition, our production process produces hazardous wastes and wastewater. The disposal of +hazardous waste and the discharge of pollutants from our production operations into the environment may +give rise to liabilities that may require us to incur costs to remedy such discharge. We cannot assure you +that all situations that will give rise to material environmental liabilities will be discovered, or any +environmental laws adopted in the future will not materially increase our operating costs and other +expenses. Should the authorities impose stricter environmental protection standards and regulations in the +future, we cannot assure you that we will be able to comply with such new regulations at reasonable costs, +or at all. Any increase in production costs resulting from the implementation of additional environmental +protection measures or failure to comply with new environmental laws or regulations may have a material +adverse effect on our business, results of operations and financial condition. +We may fail to obtain or maintain all required licenses, permits and approvals to operate our +business. +Our business and operations have been subject to extensive regulations. We are required to obtain +and maintain applicable licenses, permits and approvals from different regulatory authorities in order to +conduct our existing or future business. As considerable uncertainties could exist with respect to the +interpretation and implementation of future laws and regulations governing our business activities, we +cannot assure you that we will be able to maintain our existing approvals, permits or licenses or obtain +new ones. The government authorities may require us to obtain additional licenses, permits or approvals +so that we can continue to operate our existing or future businesses or otherwise prohibit our operations +of the types of businesses to which the new requirements apply. In addition, 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. Lastly, our existing licenses +may expire without proper renewal or be revoked due to violations of relevant licensure maintenance +requirements. If any of our entities is 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, results of +operation and financial condition may be materially and adversely affected. +We may be involved in legal and other disputes and claims from time to time arising from our +operations and any litigation, legal and contractual disputes, claims or administrative proceedings +against us and any failure to comply with relevant laws and regulations may expose us to legal risks. +We may be, from time to time, involved in litigation, other legal proceedings or disputes with our +employees, suppliers or customers during the ordinary course of business operations related to, among +other things, products and other types of liability, labor disputes or contractual disputes. All of these +disputes and claims may lead to legal or other proceedings or cause negative publicity against us, thereby +resulting in damage to our reputation, substantial costs and diversion of resources and management’s +attention from our business activities. In addition, we may encounter additional compliance issues in the +course of our operations, which may subject us to administrative proceedings and unfavorable results, and +result in liabilities and delays relating to our production schedules We cannot assure you as to the outcome +of such legal proceedings, and any negative outcome may materially and adversely affect our reputation, +business, prospects, results of operations and financial condition. +We may unable to expand and maintain existing strategic partnerships with academic institutions. +We have established the Laifual-Chongqing University Institute of Intelligent Precision +Transmission in collaboration with Chongqing University in September 2023. See “Business—Research +RISK FACTORS +–3 6– + + +--- page 46 --- +and Development.” Leveraging Chongqing University’s strong foundation in applied basic research in +mechanical transmission and its advantages in cultivating high-level talent, we have continued to expand +our joint research team. However, there is no assurance that Chongqing University will continue to +collaborate with us on commercially reasonable terms, or at all. We also cannot assure you that we will +be able to establish new joint research institute, or extend existing relationships with Chongqing +University, or our collaboration with Chongqing University is terminated, we may not be able to +effectively attract qualified talents and enhance our brand awareness through the collaboration, which +could adversely affect our business, result of operations, financial condition and prospects. +We face certain legal and regulatory risks relating to labor-related laws and regulations, which may +adversely affect our business, results of operations and financial condition. +Pursuant to the relevant PRC laws and regulations, employers are obligated to contribute to the social +insurance and housing provident funds for their employees. If an employer fails to pay social insurance +premiums as required by law, the employee has the right to request termination of the labor contract and +demand economic compensation from the employer. During the Track Record Period, we did not make +adequate social insurances and housing provident fund contributions for certain employees. We estimate +that the accumulated shortfall of social insurance and housing provident fund contributions in 2023, 2024 +and 2025 was approximately RMB1.5 million, RMB2.6 million and RMB3.6 million, respectively, which +we believe would not have a material adverse effect on our business. As advised by our PRC Legal +Advisor, if any of the relevant social insurance authorities is of the view that the social insurance +contributions we made for our employees do not comply with the requirements under the relevant PRC +laws and regulations, it may order us to pay the outstanding balance within a prescribed time period plus +a late fee of 0.05% of the total outstanding balance per day. If we fail to do so within the prescribed period +as requested by the relevant social insurance authorities, we may be subject to a fine ranging between one +to three times of the total outstanding balance. In addition, if any of the relevant housing provident fund +authorities is of the view that our contributions to the housing provident funds do not satisfy the +requirements under the relevant PRC laws and regulations, it may order us to pay the outstanding balance +within a prescribed period. If we fail to do so within the prescribed period, the relevant housing provident +fund authority may apply to a PRC court for an order of mandatory payment. +During the Track Record Period, no material administrative action, fine or penalty had been imposed +by relevant regulatory authorities with respect to our social insurance or housing provident fund +contributions. In addition, we did not receive any notice from judicial or administrative authorities on any +material claim from our current and former employees regarding any inadequate contributions. As advised +by our PRC Legal Advisor, in the absence of any material employee claims and significant changes in the +current policies, regulations, regulatory practices and implementation requirements regarding social +insurance and housing fund contributions, the likelihood that we would be required by the relevant +authorities to pay the shortfall and the late fees for social insurance and housing provident fund +contributions and/or be subject to material administrative penalties due to failure to make full +contributions is remote, based on the fact that (1) we have obtained confirmations from the relevant +competent government authorities, confirming that no administrative penalty was imposed on us in +relation to our social insurance and housing provident fund contributions during the Track Record Period; +(2) during the Track Record Period, we had not received any administrative penalty in relation to social +insurance and housing provident fund contributions nor any notifications from the relevant competent +government authorities requiring us to pay the shortfalls; (3) we were not aware of any material employee +complaints or claims with respect to inadequate social insurance and/or housing provident fund +contributions; and (4) we undertake that, in the event that competent government authorities require us to +make contributions within a stipulated time period or make supplementary contributions and late fees, we +will duly comply in a timely manner. As a result, we did not make any provisions in connection with the +foregoing incident during the Track Record Period and up to the Latest Practicable Date. However, we +cannot assure you that the relevant government authorities will not require us to pay the shortfall and late +fees or impose fines on us, in which case our business, results of operations and financial condition could +be adversely affected. +RISK FACTORS +–3 7– + + +--- page 47 --- +We may be subject to fines for failing to register the lease agreement of leased property. +As of the Latest Practicable Date, the lease agreements were not filed by either us or the relevant +lessors for registration with respect to four of our leased properties in China. Pursuant to the applicable +PRC laws and regulations, property lease agreements must be registered with the relevant local housing +administrative authorities. As advised by our PRC Legal Advisor, the validity and enforceability of the +lease agreements are not affected by the failure to register or file the lease agreements with the relevant +government authorities. According to the relevant PRC regulations, we may be ordered by the relevant +government authorities to register the relevant lease agreements within a prescribed period, and we may +be subject to a fine ranging from RMB1,000 to RMB10,000 for each non-registered lease if we fail to +comply. +Acquisitions, investments or strategic alliances may fail and materially and adversely affect our +reputation, business and results of operations. +We plan to pursue strategic investment or acquisition of potential high-quality targets across the +industry value chain in both domestic and international markets, to enhance our competitiveness and +market presence. In identifying suitable targets, we will consider factors such as quality and market +potential of their products, historical operational and financial performance, team expertise, and the +potential for strategic and operational synergies with our business. However, we may have limited +experience in making such acquisitions and we may not be able to find suitable acquisition candidates or +complete acquisitions on favorable terms, if at all. We may also face risks and uncertainties associated +with such acquisition activities, such as (1) inherent valuation risks in connection with acquisitions or +investments; (2) events beyond our control, including changes in regulations, technology and economic +conditions, which could adversely affect our ability to realize the anticipated benefits, synergies, cost +savings or efficiencies from such transaction; (3) failure to train, motivate, integrate and retain employees +of acquired company or investee; (4) diversion of management time and attention from our existing +operations to address the transactions and related challenges or those associated with integration +processes; and (5) unanticipated write-offs or charges and impairment of goodwill. Even if we complete +acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any +acquisition we complete could be viewed negatively by customers or investors. We may also engage in +other forms of business collaborations and relationships in the future, including strategic investments, +partnerships and alliances. Negotiating such transactions can be time-consuming, difficult and costly, and +our ability to close these transactions may be subject to third-party approvals, such as government +regulatory approvals. We cannot assure you that these transactions will close or will lead to commercial +benefit for us. +In addition, we may not be able to integrate acquired businesses successfully or effectively manage +the combined company or our collaborations. If we fail to successfully integrate our acquisitions, or the +people or technologies associated with those acquisitions, into our company, the results of operations of +the combined company could be adversely affected. Any integration process will require significant time +and resources, require significant attention from management, and disrupt the ordinary functioning of our +business. We may ultimately fail to realize the potential cost savings or other financial benefits or the +strategic benefits of the acquisitions. Furthermore, an acquisition could also materially impair our results +of operations by causing us to incur debt or requiring us to amortize acquired intangible assets. We may +also discover deficiencies in internal controls, data adequacy and integrity and regulatory compliance, as +well as legal or contractual liabilities in businesses we acquire which we did not uncover prior to such +acquisition. Therefore, we may become subject to penalties, lawsuits or other liabilities. Any difficulties +in the integration of acquired businesses or technologies or unexpected penalties, lawsuits or liabilities in +connection with such businesses or technologies could have a material adverse effect on our business, +results of operations and financial condition. +In connection with the foregoing strategic transactions, we may issue additional equity securities that +would dilute our Shareholders, use cash that we may need in the future to operate our business and incur +RISK FACTORS +–3 8– + + +--- page 48 --- +substantial debts and liabilities. Such strategic transactions may also subject us to legal and regulatory +scrutiny and increase our compliance costs. As a result, our business, results of operations and financial +condition may be adversely affected. +The insurance coverage we have may not adequately protect us against all operating risks. +We have in place all the mandatory insurance policies required by PRC laws and regulations and in +accordance with the commercial practice in our industry. However, it may not be adequate to fully +compensate for all kinds of losses we may suffer in the future. In particular, we do not carry insurance in +respect of certain risks that we believe are not insured under customary industry practice in mainland +China, or which are uninsurable on commercially acceptable terms, if at all, such as those caused by war, +nuclear contamination, tsunami, pollution, acts of terrorism and civil disorder. In addition, our insurers +generally review our policies every year and we cannot guarantee that our policies can be renewed on +similar or other acceptable terms, or at all. Furthermore, if we suffer unexpected severe losses or losses +that far exceed the policy limits, it could materially and adversely affect our business, results of operations +and financial condition. +Any future occurrence of natural disasters, outbreaks of contagious diseases or other force majeure +events may materially and adversely affect our business, results of operations and financial +condition. +Our business is subject to general economic and social conditions in China and other countries and +regions where we operate. Natural and man-made disasters and other force majeure events which are +beyond our control may adversely affect the economy, infrastructure and livelihood of the people there. +For instance, typhoons, sandstorms, snowstorms, fires and droughts pose significant risks to the regions, +including the cities where we conduct our operations. The potential occurrence or recurrence of any of +these events could result in a slowdown of global economy or cause substantial disruptions to our +operations, which could materially and adversely affect our business, results of operations, financial +condition and prospects. Additionally, acts of war and terrorism may also injure our employees, cause loss +of lives, damage our facilities, disrupt our distribution channels and destroy our markets. The potential for +war or terrorist attacks may also harm or cause uncertainty to our business in ways that we cannot predict. +We may be the subject of unfair competition, harassing or other detrimental conduct by third parties +including complaints to regulatory authorities, negative social media postings and the public +dissemination of malicious statements related to us that could harm our reputation and affect our +business operations. +As an established brand, our image is sensitive to the clients’ perception of us as a business in +entirety, which includes not only the quality our products, but also our corporate management and culture. +We cannot guarantee that we may not be the subject of unfair competition, harassment or other detrimental +conduct by third parties. Such conduct includes complaints to regulatory authorities, negative social media +postings, and malicious assessments against us. We may be subject to government or regulatory +investigation as a result of such third-party conduct and may be required to spend significant time and +incur substantial costs to address such third-party conduct, and there is no assurance that we will be able +to conclusively refute each of the allegations within a reasonable period of time. Additionally, allegations +against us, may be disseminated by anyone, whether or not related to us. Social media often publish such +content without verifying the accuracy of the content posted and without affording us an opportunity for +redress or correction. We cannot assure you that our clarification or rectification measures when we face +negative publicity will always be effective in the future. Any such detrimental conduct against our +Company, Directors, employees, spokespersons or products, regardless of veracity, could harm our +reputation, or lead to potential loss of consumer confidence or difficulty in retaining or recruiting talents +that are essential to our business operations. As a result, our business, results of operations, financial +condition, reputation and prospects may be materially and adversely affected. +RISK FACTORS +–3 9– + + +--- page 49 --- +RISKS RELATING TO THE RESEARCH AND DEVELOPMENT AND INTELLECTUAL +PROPERTY RIGHTS OF OUR PRODUCTS +We have been and intend to continue investing significantly in research and development, and to the +extent our research and development efforts are unsuccessful, our competitive position would be +negatively impacted and our business, results of operations and financial condition would be +adversely affected. +We have been investing, and expect to continue to invest, heavily in our research and development +efforts. Our research and development expenses amounted to RMB31.7 million, RMB33.3 million and +RMB49.2 million in 2023, 2024 and 2025. Our industry is subject to rapid technological changes and is +quickly evolving in terms of technological innovation. We need to invest significant resources, including +financial resources, in research and development to make technological advances in order to maintain the +competitiveness of our products or expand our product offerings. As a result, we expect to continue to +incur significant research and development expenses in the future. +However, we cannot guarantee that our efforts will achieve the outcomes as we anticipate. The +outcomes of research and development activities are inherently uncertain. Even if we succeed in our +research and development efforts and generate the results as we expect, we may still encounter practical +difficulties in commercializing our products incorporating our research and development outcomes. New +technologies could render our existing technologies and/or products or technologies and/or products we +are developing obsolete or unattractive, thereby rendering us unable to recover research and development +costs, which could materially and adversely affect our business, results of operations and financial +condition. +Our research and development efforts may not translate into contribution to our results of operations +for several years, if at all, and even when they do, such contributions may not meet our expectations, and +we may never recover the costs of such efforts, which would materially and adversely affect our business, +results of operations, financial condition and competitive position. +We may not be able to obtain or maintain adequate intellectual property rights protection for our +products, or the scope of such intellectual property rights protection may not be sufficiently broad. +Our ability to protect our proprietary technology as well as our product from competition by +obtaining, maintaining and enforcing our intellectual property rights, including patent rights is critical to +our long-term competitiveness. We have been protecting the proprietary technologies that we consider +commercially important by, among others, filing patent applications in China. As of the Latest Practicable +Date, we had 81 granted patents in China, including 52 invention patents, 26 utility model patents and +three design patents, and filed 33 patent applications which were pending approval. All of our patents are +self-owned and not licensed by third-parties. See “Business—Intellectual Property Rights” for more +details. The intellectual property application process may be expensive and time-consuming, and we may +not be able to file and prosecute all necessary or desirable intellectual property applications at a reasonable +cost or in a timely manner, if at all. In addition, we may however fail to identify patentable aspects of our +R&D outputs before it is too late to obtain patent protection. As a result, we may not be able to prevent +competitors from developing and commercializing competitive products in all such fields. +Even if we have identified, filed and prosecuted our intellectual property applications, our +applications may not be granted or our intellectual property may be invalidated for multiple reasons, +including known or unknown prior deficiencies in the intellectual property application or the lack of +novelty of the underlying technology. As such, we cannot assure you that we will be able to discern the +scope of the intellectual property protection or obtain adequate intellectual property protection with +respect to our products. Governmental patent agencies also require compliance with a number of +RISK FACTORS +–4 0– + + +--- page 50 --- +procedural, documentary, fee payment, and other similar provisions during the patent application process +and over the lifetime of the patent. Non-compliance events can result in abandonment or lapse of the +relevant patent or patent application, leading to partial or complete loss of patent rights in the relevant +jurisdiction. +Even if our intellectual property applications are approved, they may not be approved in a form that +will provide us with meaningful protection from competition or with any competitive advantage. For +instance, our competitors may be able to circumvent our patents by developing similar or alternative +technologies or products in a non-infringing manner. The issuance of a patent is not conclusive as to its +inventor, scope, validity or enforceability, and our patents may be challenged in the courts or patent offices +in China and other jurisdictions. Further, although various extensions may be available, the life of a patent +and the protection it affords is limited. If we fail to extend the life of our patents, we may face competition +for any approved products even if we successfully obtain patent protection once the patent life has expired +for the product. +Any of the foregoing could materially and adversely affect our business, results of operations, +financial condition, competitive position and prospects. +We may not be able to adequately protect our intellectual property rights, and uncertainty regarding +the validity, enforceability or scope of our intellectual property rights may undermine our +competitive position, and litigation to protect our intellectual property rights may be costly. +We strive to strengthen and differentiate our product portfolio by developing new products and +making product improvements. As a result, we regard our intellectual property as critical to our success. +We will continue to rely on a combination of patents, trade secrets, know-how, trademarks and copyrights +to protect our intellectual property, but this protection may be inadequate. For example, there may be a +leakage of our trade secrets or know-how, and our pending or future patent applications may not be +registered or approved or, if allowed, they may not be of sufficient strength or scope to protect our +intellectual property. As a result, third parties may challenge our patent applications or use the +technologies and proprietary processes that we have developed and compete with us, which may adversely +affect any competitive advantage we enjoy, dilute our brand and materially and adversely affect our +business, results of operations and financial condition. +In addition, policing the unauthorized use of our proprietary technology can be difficult and +expensive. Our success largely depends on our ability to use and develop our technology, know-how and +product designs without infringing upon the intellectual property rights of third parties. We may be subject +to litigation involving claims of patent infringement or violation of other intellectual property rights of +third parties. The holders of patents and other intellectual property rights potentially relevant to our +product offerings may be unknown to us or may otherwise make it difficult for us to acquire a license on +commercially acceptable terms. There may also be technologies licensed to and relied on by us that are +subject to infringement or other similar allegations or claims by third parties which may damage our +ability to rely on such technologies. In addition, we cannot fully avoid the risks of intellectual property +rights infringement created by suppliers of components used in our products or by companies we work +with in cooperative research and development activities. Our current or potential competitors may have +obtained or may obtain patents that will prevent, limit or interfere with our ability to make, use or sell our +products in China or other countries. +The defense of claims, including patent infringement suits and related legal and administrative +proceedings, can be both costly and time consuming and may significantly divert the efforts and resources +of our technical and management personnel. Furthermore, an adverse determination in any such litigation +or proceeding to which we may become a party could cause us to pay damage awards, seek licenses from +third parties or pay additional ongoing royalties, which could decrease our profit margins, redesign our +products or be restricted by injunctions. +RISK FACTORS +–4 1– + + +--- page 51 --- +These factors could effectively prevent us from pursuing some or all of our businesses and result in +our customers or potential customers deferring, canceling or limiting their purchase or use of our products, +which may have a material and adverse effect on our business, results of operations and financial +condition. +We may be exposed to infringement or misappropriation claims by or disputes with third parties, +which could cause us to lose significant rights and pay substantial damages. +Companies operating in our industry routinely seek patent protection for their product designs, and +many of our principal competitors have large patent portfolios. Whether a product infringes a patent +involves an analysis of complex legal and factual issues, the determination of which is often uncertain. Our +products and technologies and any uses of our products and technologies could infringe third parties’ +intellectual property rights. From time to time, we may be subject to legal proceedings and claims alleging +infringement of patents, trademarks or copyrights, or misappropriation of creative ideas or formats, or +other infringement of proprietary intellectual property rights. Any such proceedings and claims could +result in significant costs to us and divert the time and attention of our management and technical +personnel from our business operations. In addition, our employees could have used third parties’ +proprietary know-how or trade secrets during their employment with us, which could result in litigation +against us. Prior to our development of major new products, our competitors may make filings for patent +protection that may not be publicly available and which our new products may infringe. If third parties +successfully assert their intellectual property rights against us, we might be barred from using certain +aspects of our technology or barred from developing and commercializing certain products, or we may be +required to pay burdensome royalties to license their products. If we are unsuccessful in defending against +allegations that we have infringed, misappropriated or otherwise violated intellectual property rights of +others, we may be forced to pay substantial damage awards to the plaintiff. Our efforts to identify and +avoid infringing on third parties’ intellectual property rights may not be successful, the failure of which +may have a material adverse effect on our business, results of operations and financial condition. +Obtaining and maintaining our patent protection depends on compliance with various procedural, +documentary, fee payment, and other requirements imposed by governmental patent agencies, and +our patent protection could be reduced or eliminated for noncompliance with these requirements. +The CNIPA and various governmental patent agencies require compliance with a number of +procedural, documentary, fee payment, and other similar provisions during the patent application process +and over the lifetime of the patent. Non-compliance events, including failure to respond to official actions +within prescribed time limits, non-payment of periodic maintenance fees and failure to properly legalize +and submit formal documents, can result in abandonment or lapse of the relevant patent or patent +application, leading to partial or complete loss of patent rights in the relevant jurisdiction. If our patent +rights are compromised, we may lose market share to our competitors, which would materially and +adversely affect our business. +We may be unable to protect the confidentiality of our trade secrets, and we may be subject to claims +that we, or our employees or our business partners have wrongfully used or disclosed trade secrets +allegedly owned by others. +In addition to our registered patents and patent applications, we rely on trade secrets, including +unpatented know-how, technology and other proprietary information, to protect our products and thus +maintain our competitive position. There can be no guarantee that an employee or a third party will not +make an unauthorized use or disclosure of our proprietary confidential information. This might happen +intentionally or inadvertently. It is possible that a competitor will gain access to such information and +make use of such information, and that our competitive position will be compromised to the extent that +our employees or business partners use intellectual property owned by others in their work for us, disputes +may arise as to the rights in related or resulting know-how and inventions. +RISK FACTORS +–4 2– + + +--- page 52 --- +Trade secrets are difficult to protect. Our employees or business partners might intentionally or +inadvertently disclose our trade secret information to competitors, or our trade secrets may otherwise be +misappropriated. Enforcing a claim that a third party illegally obtained and/or is using any of our trade +secrets is expensive and time-consuming, and the outcome is unpredictable. We may not obtain agreements +with our employees that obligate them to assign any inventions created during their work for us to us in +all circumstances and the assignment of intellectual property under such agreements may not be +self-executing. It is possible that technology relevant to our business will be independently developed by +a person that is not a party to such agreement. Furthermore, if the employees who are parties to these +agreements breach the terms of these agreements, we may not have adequate remedies for any such breach, +and we could lose our trade secrets and inventions through such breaches. Any legal proceedings asserting +our trade secrets could be time-consuming and costly, and may not yield successful results. +RISKS RELATING TO OUR FINANCIAL CONDITION AND NEED FOR ADDITIONAL +CAPITAL +We have incurred significant net losses, net current liabilities, accumulated losses and had a net +deficit position during the Track Record Period, and may not be able to achieve or subsequently +maintain profitability in the near future. +We have incurred net losses in the past. In 2023, 2024 and 2025, we incurred loss for the year of +RMB168.8 million, RMB168.8 million and RMB170.6 million, respectively. In addition, we also recorded +net current liabilities of RMB642.8 million, RMB886.7 million and RMB1,001.8 million as of December +31, 2023, 2024 and 2025, respectively. We may continue to incur net losses or net current liabilities in the +short term, as we are in the stage of expanding our business and operations in the rapidly growing robotic +precision transmission solution industry and are continuously investing in research and development. We +may not be able to achieve or subsequently maintain profitability in the near future. Our net losses during +the Track Record Period were primarily due to (1) the downstream markets of our products remained in +a growth stage with demand being released gradually; (2) in anticipation of the growing market demand, +we made early investments in production capacity, resulting in higher costs such as depreciation and +manufacturing overhead costs; and (3) the significant investments in our R&D efforts. Our cost of sales +and operating expenses may further increase as we continue to (1) expand our business in more +downstream sectors where precision and reliability are critical, (2) invest in our research and development +initiatives to maintain our competitiveness in the market and (3) engage in sales and marketing activities +to increase our market shares in the robotic precision transmission solution industry, while we have not +yet achieved economies of scale. +Our future profitability will depend on a variety of factors, including (1) sustained R&D investment +and technological breakthroughs that maintain our competitive edge, (2) increased demand from downstream +sectors and such emerging downstream applications where our products are becoming critical enablers, and +(3) continued market expansion of our products. Our revenue also may not grow at the rate we expect, if at +all, and it may not increase sufficiently to offset the increase in our costs and expenses. As a result, we may +continue to incur losses in the future and we cannot assure you that we will eventually achieve our intended +profitability. 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 expenses, we may continue to incur +significant losses and may not be able to achieve or subsequently maintain profitability. +As of December 31, 2025, we had accumulated losses of RMB881.0 million. These accumulated +losses may restrict our ability to pay dividends under PRC law and may impair our access to future +financing. In addition, we had total deficit of RMB820.6 million as of December 31, 2025. Our net deficit +position exposes us to liquidity risk. Our future liquidity, payment of trade and other payables, capital +expenditure plans, and repayment of any outstanding debt obligations as they come due will depend +largely on our ability to generate enough cash from operations and obtain adequate external financing. +RISK FACTORS +–4 3– + + +--- page 53 --- +Deficit position may limit our working capital for the purpose of operations or capital for our expansion +plans and materially and adversely affect our business, results of operations and financial condition. +We are subject to risks related to a relatively long cash conversion cycle. +We have a relatively long cash conversion cycle. Our cash conversion cycle, calculated as inventory +turnover days in each year plus the trade receivable turnover days in the respective period minus the trade +payables turnover days in the respective period, was 528 days, 538 days and 325 days in 2023, 2024 and +2025, respectively, which was largely driven by (1) our inventory turnover days at 376 days, 355 days and +184 days for the same periods, respectively and (2) trade receivables turnover days at 201 days, 246 days +and 207 days for the same periods, respectively. We had relatively high inventory turnover days, primarily +due to (1) our vertically integrated production model, which necessitates holding inventory across multiple +stages of the production process; and (2) our wide range of product specifications and certain customized +product offerings, which require us to maintain safety stock and work-in-process inventory to meet diverse +customer requirements in a timely manner. Furthermore, according to the CIC Report, it is an industry +norm for manufacturers in the harmonic reducer industry to have relatively long inventory turnover days +due to the inherently lengthy production cycle from order placement to actual production. Our trade +receivables turnover days remained relatively long during the Track Record Period, primarily because (1) +we generally grant a credit period of up to 180 days to our major customers. This credit policy is in line +with the industry practice of the harmonic reducer industry, where downstream manufacturers often face +lengthy project inspection and settlement cycles, according to the CIC Report; and (2) we provide further +credit flexibility to customers with proven creditworthiness and substantial procurement scales. We +believe such arrangements are conducive to strengthening our market position and fostering long-term +strategic partnerships. +We have been and will continue to implement inventory management measures to enhance inventory +turnover and working capital status. For details, see “Financial Information—Discussion of Certain +Balance Sheet Items.” However, such measures may not always be effective or be implemented as we +desire. If we cannot manage our inventory balance efficiently or match the turnover of our trade +receivables and trade payables appropriately, we may have a longer cash conversion cycle. With respect +to our inventory turnover, we cannot assure you that we can timely and effectively sell our inventories or +we will not stock up inventories in case of supply chain disruptions, strategic considerations or other +reasons, which could increase our inventories and prolong our inventory turnover. A long cash conversion +cycle could add pressure to our working capital and, if we cannot fund our working capital needs with our +cash reserves or operating cash flows, we may have to obtain external financing to support our operations, +which may not always be adequate or timely, or come in acceptable terms, if at all. As a result of such +prolonged cash conversion cycle, our liquidity position, financial condition, and results of operations +could be materially and adversely affected. +If we are unable to manage our inventory risks efficiently or the proportions and amount of our +write-down of inventories further increase, our business, results of operations and financial +condition may be adversely affected. +We had inventories of RMB74.3 million, RMB86.9 million and RMB111.5 million as of December +31, 2023, 2024 and 2025, respectively. In 2023, 2024 and 2025, our inventory turnover days were 376 +days, 355 days and 184 days, respectively. Our inventory turnover days remained relatively long during +the Track Record Period, primarily due to (1) our vertically integrated production model, which +necessitates holding inventory across multiple stages of the production process; and (2) our wide range of +product specifications and certain customized product offerings, which require us to maintain safety stock +and work-in-process inventory to meet diverse customer requirements in a timely manner. Furthermore, +according to the CIC Report, it is an industry norm for manufacturers in the harmonic reducer industry to +have relatively long inventory turnover days due to the inherently lengthy production cycle from order +RISK FACTORS +–4 4– + + +--- page 54 --- +placement to actual production. Therefore, our robotic precision transmission solutions, especially +harmonic reducers, may quickly become outdated due to fast-changing trends and constant technological +advancements, and any mismanagement of inventory could lead to increased write-downs directly +impacting our profitability, tied-up capital in slow-moving inventory reducing our liquidity, and higher +storage and handling costs pressuring our margins, which may adversely and materially affect our +business, results of operations and financial condition. +We historically received government grants and we may not receive such grants or subsidies in the +future. +We recognized government grants of RMB4.0 million, RMB6.6 million and RMB8.1 million in 2023, +2024 and 2025, respectively. However, these policies may be subject to changes that are beyond our +control. We cannot assure you that favorable government policies will continue. In addition, the timing, +amount and conditions of government grants are within the sole discretion of the governmental authorities. +Governmental authorities may require us to perform certain contractual obligations before we could +receive such grants, and we cannot assure you that we could always fully satisfy these conditions or +perform the obligations. In such cases, the governmental authorities may cease providing subsidies to us +or even require us to repay part or all of the government subsidies we previously received. Any reduction, +elimination, repayment or other negative trends in government grants could adversely affect our business, +results of operations and financial condition. +We recorded net operating cash outflows historically and there can be no assurance that we will not +have net cash outflow from operating activities in the future. +We recorded net cash used in operating activities of RMB35.2 million, RMB33.7 million and +RMB63.4 million in 2023, 2024 and 2025, respectively. See “Financial Information—Liquidity and +Capital Resources—Cash Flows.” We cannot assure you that we will be able to generate positive cash +flows from operating activities in the future. If we continue to record net operating cash outflows in the +future, our working capital may be constrained, which may adversely affect our financial condition. Our +future liquidity primarily depends on our ability to maintain adequate cash inflows from our operating +activities and adequate external financing such as offering and issuing securities, and/or other sources such +as external debt, which may not be available on terms favorable or commercially reasonable to us or at +all. If we fail to obtain sufficient funding in a timely manner and on reasonable terms, or at all, we will +be in default of our payment obligations and may not be able to expand our business. As a result, our +business, results of operations and financial condition may be adversely affected. +We may need additional capital for business growth, product development and technology R&D +programs and marketing efforts. If we are unable to raise capital in a timely manner or on acceptable +terms, or at all, we could incur losses and be forced to delay, reduce or eliminate such efforts . +We may require additional capital beyond that generated by the operating activities from time to time +to carry out research and development activities for developing and enhancing our products and +technologies, grow our business and better serve our customers, among other things. Accordingly, we may +need to issue additional equity or debt securities or obtain a credit facility. Future issuances of equity or +equity-linked securities could significantly dilute our existing shareholders, and any new equity securities +we issue could have rights, preferences and privileges superior to those of holders of our and H Shares. +The incurrence of debt financing would result in increased debt service obligations and could result in +operating and financing covenants that would restrict our operations or our ability to pay dividends to our +shareholders. Our ability to maintain or obtain additional capital in a timely manner or on commercially +acceptable terms is subject to various factors, including general market conditions for capital raising +activities by our peers as well as economic, political and other conditions in China, Hong Kong and +globally. If we are unable to obtain adequate financing on terms satisfactory to us when we require it, our +RISK FACTORS +–4 5– + + +--- page 55 --- +ability to continue to support our research and development and business growth could be significantly +impaired, and our business and prospects may be adversely affected. +We are subject to credit risk relating to certain trade receivables, and any significant default on our +trade receivables could materially and adversely affect our liquidity, financial condition and results +of operations. +We are exposed to credit risks related to our customers. As of December 31, 2023, 2024 and 2025, +our trade and other receivables amounted to RMB84.7 million, RMB95.0 million and RMB238.5 million, +respectively. Our impairment loss on trade and other receivables for 2023, 2024 and 2025 amounted to +RMB1.9 million, RMB1.7 million and RMB8.2 million, respectively. See “Financial +Information—Discussion of Certain Balance Sheet Items—Trade and Other Receivables.” If any of our +customers experience financial difficulties in settling the trade receivables due to factors beyond their +control such as adverse changes in the competitive landscape and government policies of the industries in +which they operate, our corresponding trade receivables recoverability might be adversely affected. Our +trade receivable balance may continue to grow alongside our normal course of business, which may +increase our risks for uncollectible receivables. If we are unable to collect our trade receivables from our +customers in a timely manner per contractual terms or at all, or if there are any material delays in payment +by our customers, our liquidity and cash management will be materially and adversely affected, which, in +turn, might affect our business, results of operations and financial condition. +Our ability to meet our financial obligations largely depends on the ability of our customers to fulfill +their payment obligations to us. This, to a certain extent, is subject to general economic, financial, +competitive, legislative, regulatory and other factors that are beyond our control. If we encounter +difficulties in generating sufficient cash to repay our outstanding financial liabilities, our liquidity, +business, results of operations and financial condition may be adversely affected, and we may not be able +to expand our business. +We have granted and may continue to grant share-based awards in the future, which may result +in increasing share-based payment expenses or shareholder dilution. +We established our employee share ownership platform in December 2017 for the purpose of, among +others, closely aligning the interests of the incentive recipients with those of the shareholders and ensuring +their actions align with the company’s strategic goals. See “History and Corporate Structure—Employee +Share Ownership Platform.” We recorded equity-settled share-based payment expenses of nil, nil and +RMB3.2 million in 2023, 2024 and 2025, respectively. We believe the granting of share-based payment is +of significant importance to our ability to attract and retain key personnel and employees, and we will +continue to grant share-based payment to employees in the future. Issuance of additional Shares with +respect to share-based payment may dilute the shareholding percentage of our existing Shareholders. Our +expenses associated with share-based payment may increase, which may have an adverse effect on our +results of operations. +RISKS RELATING TO DOING BUSINESS IN THE JURISDICTIONS WHERE WE OPERATE +Changes in the economic, political or social conditions, laws, regulations or government policies in +PRC could have a material adverse effect on our business and operations. +During the Track Record Period, substantially all of our revenue was derived from our businesses in +China. Accordingly, our business, results of operations, financial condition and prospects are, to a material +extent, subject to economic, political and legal developments in China. In particular, factors such as +corporate and government spending, business investment, level of economic development, and resource +allocation could affect the growth of our business. +RISK FACTORS +–4 6– + + +--- page 56 --- +The PRC economy has experienced significant growth over the past decades since the +implementation of China’s reform and opening-up policy. In recent years, the PRC government has +implemented measures emphasizing the utilization of market forces in economic reform and the +establishment of sound corporate governance practices in business enterprises. These economic reform +measures may be adaptively adjusted from industry to industry or across different regions of the country. +If the business environment in China changes, our business in China may also be affected. +Governmental supervision of currency conversion, and restrictions on the remittance of Renminbi +into and out of China, may limit our ability to pay dividends and other obligations, and adversely +affect the value of your investment. +The PRC government imposes supervision on the convertibility of Renminbi into foreign currencies. +Substantially all of our transactions are denominated in Renminbi. We may convert a portion of our +revenue into other currencies to meet our foreign currency obligations, such as payments to certain +suppliers, if any. Shortages in the availability of foreign currency may restrict our ability to remit +sufficient foreign currency, or otherwise satisfy our foreign currency denominated obligations. Under the +existing PRC foreign exchange regulations, payments of current account items, including profit +distributions, interest payments and trade and service-related foreign exchange transactions, can be made +in foreign currencies without prior SAFE approval by complying with certain procedural requirements. +However, approval from or registration with competent government authorities is required where +Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses, such +as direct investments, repayment of loans denominated in foreign currencies, repatriation of investments +and investments in securities outside of China. Failure to obtain approval from or complete registration +with competent government authorities related to overseas direct investments may result in cessation of +the implementation of relevant projects, restrictions on the remittance of Renminbi into or out of China, +or even legal of administrative liabilities. If the foreign exchange regulatory policies prevent us from +obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay +dividends in foreign currencies to our Shareholders. Further, we cannot assure you that new regulations +will not be promulgated in the future that would have the effect of further restricting the remittance of +Renminbi into or out of China. +Changes to the foreign investment policy in the PRC may restrict our current or prospective business +activities. +The investment activities of foreign investors in the PRC are subject to certain regulations regarding +the industry participated and imposed to additional verification procedures by certain authorities. The +Special Management Measures (Negative List) for the Access of Foreign Investment (2024 Revision) ( ̮ +݄(ఊ) (2024وthe “Negative List”) issued by the NDRC and +MOFCOM on September 6, 2024, effective on November 1, 2024, which sets out in a unified manner the +restrictive measures for the access of foreign investments such as the requirements for equity and senior +management, and the industries that are prohibited for foreign investment. The Negative List covers 11 +industries, and any field not covered by the Negative List shall be administered under the principle of +equal treatment to domestic and foreign investment. As of the Latest Practicable Date, our main business +in China had not fallen within the Negative List. However, certain industries are specifically prohibited +for foreign investment, which may restrict us from entering into these industries afterwards. Also, as the +Negative List could be updated in the future, there can be no assurance that part of our business in China +will not fall under the Negative List as a result of such updates. If we cannot obtain approval from relevant +approval authorities to engage in a business in China that becomes prohibited or restricted for foreign +investors, we may be forced to sell or restructure our business which has become restricted or prohibited +for foreign investment. If we are forced to adjust our corporate structure or business line as a result of +changes in government policy on foreign investment, our business, results of operations and financial +condition may be adversely affected. +RISK FACTORS +–4 7– + + +--- page 57 --- +Failure to comply with rapidly evolving governmental regulations and other legal obligations +concerning data protection and cybersecurity may materially and adversely affect our business, as +we routinely collect, store and use data during the conduct of our business. +We are subject to various regulatory requirements relating to cybersecurity and data privacy in the +PRC, including the PRC Data Security Law (جand the Cybersecurity Law of +PRC (جWe are required to ensure that our data processing activities are +carried out in a lawful, legitimate, specific and clear manner. In the course of conducting our business, the +data we collect mainly pertains to employee information, customer and supplier contact information and +other data necessary for operation and management. Due to our business nature, we do not engage in +collecting personal information through public channels such as operational websites, apps, or mini- +programs on internet platforms. However, we may still incur expenses to comply with laws and regulations +relating to data privacy, data security and consumer protection, as well as relevant industry standards and +contractual obligations. +Regulatory requirements on cybersecurity and data privacy are constantly evolving and can be +subject to varying interpretations or significant changes, resulting in uncertainties about the scope of our +responsibilities in that regard. We may also be subject to additional or new laws and regulations regarding +the protection of personal information and important data or privacy related matters in connection with our +methods for data collection, analysis, storage and use. If we are unable to comply with the applicable laws +and regulations or effectively address data privacy and protection concerns, such actual or alleged failure +could damage our reputation, discourage customers from purchasing our products and subject us to +significant legal liabilities. +As of the Latest Practicable Date, we are not applicable to the declaration of cybersecurity review, +on the basis that: (1) we had not been notified of being classified as a critical information infrastructure +operator. (2) We have not received any material queries or notifications from any PRC governmental +authorities, have not received any notification with regard to cybersecurity review, and have not been +subject to any material administrative penalties or other sanctions by any competent regulatory authorities +in relation to cybersecurity, data and personal information protection. (3) Our business does not involve +the cross-border transfer of personal information and important data. (4) During the Track Record Period +and up to the Latest Practicable Date, there had not been a significant cybersecurity or data protection +incident regarding theft, leakage, damage or loss of data or personal information. (5) Based on the +consultation with the China Cybersecurity Review, Certification and Market Regulation Big Data Center +(“CCRC”), Hong Kong is not included in the definition of “abroad” hereof and listing in Hong Kong is +not in the scope of “listing abroad” ( ̮ɪ̹), which is not explicitly required to apply for a +cybersecurity review. +Our operations are subject to and may be affected by changes in PRC tax laws and regulations. +We are subject to periodic examinations on fulfillment of our tax obligation under the PRC tax laws +and regulations by PRC tax authorities. We cannot assure you that future examinations by PRC tax +authorities would not result in fines, other penalties or action that could adversely affect our reputation, +business, results of operations and financial condition. Furthermore, the PRC government from time to +time adjusts or changes its tax laws and regulations. Further adjustments or changes to PRC tax laws and +regulations, together with any uncertainty resulting therefrom, could also have an adverse effect on our +business, results of operations and financial condition. +Holders of our H Shares may be subject to PRC income tax obligations. +Under the current PRC tax laws and regulations, non-PRC resident individuals and non-PRC resident +enterprises are subject to different tax obligations with respect to the dividends paid to them by us and the +gains realized upon the sale or other disposition of H Shares. +RISK FACTORS +–4 8– + + +--- page 58 --- +Non-PRC resident individuals are required to pay PRC individual income tax at a 20% rate for the +income derived in China under the Individual Income Tax Law of the PRC ( +جthe “IIT Law”) and its implementation guidelines. Accordingly, we are required to withhold such tax +from dividend payments, unless applicable tax treaties between China and the jurisdiction in which the +foreign individual resides reduce or provide an exemption for the relevant tax obligations. However, +pursuant to the Circular on Certain Policy Questions Concerning Individual Income Tax issued by the +MOF and SA T (ٝCai Shui Zi [1994] No. +020) on May 13, 1994, the income gained by individual foreigners from dividends and bonuses of +enterprise with foreign investment are exempted from individual income tax for the time being. In +addition, under the IIT Law and its implementation regulations, non-PRC resident individual holders of +H shares are subject to individual income tax at a rate of 20% on gains realized upon the sale or other +disposition of H shares. However, pursuant to Circular of Declaring that Individual Income Tax Continues +to be Exempted over Income of Individuals from the Transfer of Shares (ᘱᚃᅲе +ٝCai Shui Zi [1998] No. 61) issued by the MOF and SA T on March 30, 1998, from +January 1, 1997, the income of individuals from the transfer of the shares of listed enterprises continues +to be exempted from individual income tax. +As of the Latest Practicable Date, no aforesaid provisions had expressly provided that individual +income tax shall be levied non-PRC resident individual holders on the transfer of shares in PRC resident +enterprises listed on overseas stock exchanges, and to our knowledge, no such individual income tax was +levied by PRC tax authorities in practice. However, the relevant tax rules or their interpretation may +change in the future, which could result in levying income tax on non-PRC resident individual holders on +gains from the sale of H shares. +For non-PRC resident enterprises that do not have establishments or premises in China, and for those +have establishments or premises in China but whose income is not related to such establishments or +premises, under the EIT Law and its implementation regulations, dividends paid by us and gains realized +by such foreign enterprises upon the sale or other disposition of H Shares are subject to PRC enterprise +income tax at a rate of 10%. In accordance with the Circular on Issues Relating to Withholding of +Enterprise Income Tax by PRC Resident Enterprises on Dividends Paid to Overseas Non-PRC Resident +Enterprise Shareholders of H Shares (͏ΆุΣྤ̮H˾ϔ˾ᖮΆ +ٝGuo Shui Han [2008] No. 897) issued by SA T on November 6, 2008, the +withholding tax rate for dividends payable to non-PRC resident enterprise holders of H Shares will be 10% +and we intend to withhold tax at a rate of 10% from dividends paid to non-PRC resident enterprise holders +of our H Shares (including HKSCC Nominees). Non-PRC resident enterprises that are entitled to be taxed +at a reduced rate under an applicable income tax treaty or arrangement will be required to apply to the PRC +tax authorities for a refund of any amount withheld in excess of the applicable treaty rate, and payment +of such refund will be subject to the PRC tax authorities’ approval. For details, see “Regulatory +Overview—Regulations on PRC Tax.” +Despite the arrangements mentioned above, there remain significant uncertainties as to the +interpretation and application of applicable PRC tax laws and regulations by the competent tax authorities +and the PRC tax laws and regulations may also change, which may adversely affect the value of your +investment in our H Shares. +Y ou may have limited resources in effecting service of legal process or enforcing foreign judgments +against us, and our Directors and management. +We are a company incorporated under the PRC laws, and the vast majority of our assets and +subsidiaries are currently located in China. Substantially all of our Directors and senior management +reside within China. The assets of these Directors and senior management also may be located within +China. As a result, it may be difficult or impossible for you to effect service of process upon us or these +RISK FACTORS +–4 9– + + +--- page 59 --- +individuals, or to bring an action against us or against these individuals in the event that you believe your +rights have been infringed under the applicable securities laws or otherwise. +On January 14, 2019, the Supreme People’s Court of the PRC and the government of Hong Kong +Special Administrative Region signed the Arrangement on Reciprocal Recognition and Enforcement of +Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special +Administrative Region (τર) (the +“2019 Arrangement”), which took effect on January 29, 2024. The 2019 Arrangement seeks to establish +a mechanism with greater clarity and certainty for recognition and enforcement of judgments in a wider +range of civil and commercial matters between mainland China and Hong Kong, based on criteria other +than a written bilateral choice of court agreement. Under the 2019 Arrangement, any party concerned may +apply to the relevant PRC or Hong Kong court for recognition and enforcement of the effective judgments +in civil and commercial cases, subject to the conditions set forth in the 2019 Arrangement. However, we +cannot assure you that all final judgments will be recognized and effectively enforced by the relevant +mainland China and Hong Kong court. +RISKS RELATING TO THE GLOBAL OFFERING +An active trading market for our H Shares may not develop or be sustained. +Prior to the completion of the Global Offering, there has been no public market for our H Shares. +We cannot assure you that an active trading market for our H Shares with adequate liquidity will develop +or be sustained following the completion of the Global Offering. The initial Offer Price is the result of +negotiations between our Company and the Sponsor-Overall Coordinator (for itself and on behalf of the +Underwriters), which may not be indicative of the price at which our H Shares will be traded following +the completion of the Global Offering. The market price of our H Shares may drop below the initial +Offering Price at any time following the Global Offering. +We have applied to the Stock Exchange for the listing of, and permission to deal in, the H Shares +to be converted from Unlisted Shares, the H Shares to be issued pursuant to the Global Offering (including +any H Shares which may be issued pursuant to the exercise of the Over-allotment Option). A listing on the +Stock Exchange, however, does not guarantee that an active and liquid trading market for the H Shares will +develop, or if it does develop, that it will be sustained following the Global Offering, or that the market +price of the H Shares will not decline following the Global Offering. If an active public market for our +H Shares does not develop following the completion of the Global Offering, the market price and liquidity +of our H Shares could be materially and adversely affected. +The price and trading volume of our H Shares may be volatile, which could lead to substantial losses +to investors. +The price and trading volume of our H Shares may be subject to significant volatility in response to +various factors beyond our control, including the general market conditions of the securities in Hong Kong +and elsewhere in the world. In particular, the business and performance and the market price of the shares +of other companies engaging in similar business may affect the price and trading volume of our H Shares. +In addition to market and industry factors, the price and trading volume of our H Shares may be highly +volatile for specific business reasons, such as fluctuations in our revenue, earnings, cash flows, +investments, expenditures, regulatory developments, relationships with our customers and suppliers, +movements or activities of key personnel, or actions taken by competitors. +Future sales or perceived sales of substantial amounts of our H Shares in the public market could +have a material adverse effect on the price of our H Shares and our ability to raise additional capital +in the future. +The market price of our H Shares could decline as a result of future sales of a substantial number +of our H Shares or other securities relating to our H Shares in the public market, or the issuance of new +RISK FACTORS +–5 0– + + +--- page 60 --- +shares or other securities, or the perception that such sales or issuances may occur. Future sales, or +anticipated sales, of substantial amounts of our securities, including any future offerings, could also +materially and adversely affect our ability to raise capital at a specific time and on terms favorable to us. +In addition, our Shareholders may experience dilution in 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 the H Shares. +While investors subscribing shares in the Global Offering are not subject to any restrictions on the +disposal of the H Shares they subscribed (except as disclosed in “Information about this Prospectus and +the Global Offering—Restrictions on Offers and Sales of the H Shares”), they may have existing +arrangements or agreements to dispose part or all of the H Shares they hold immediately or within certain +period upon completion of the Global Offering for legal and regulatory, business and market, or other +reasons. Such disposal may occur within a short period or any time or period after the Listing Date. +Any sale of the H Shares subscribed by such investors pursuant to such arrangement or agreement +could adversely affect the market price of our H Shares and any sizeable sale could have a material and +adverse effect on the market price of our H Shares and could cause substantial volatility in the trading +volume of our H Shares. +Any possible conversion of Unlisted Shares into H Shares could increase the supply of H Shares in +the market, which may negatively impact the market price of H Shares. +According to the stipulations by the State Council’s securities regulatory authority and the Articles +of Association, our Unlisted Shares may be converted into H Shares and such converted H Shares may be +listed or traded on an overseas stock exchange, provided that prior to the conversion and trading of such +converted shares, the requisite internal approval processes have been duly completed, the filing with the +CSRC and the requisite regulatory approvals have been completed, and the requirements and procedures +prescribed by the related regulations and guidelines have been satisfied. In addition, such conversion, +trading and listing must comply with the regulations prescribed by the State Council’s securities regulatory +authorities and the regulations, requirements and procedures prescribed by the relevant overseas stock +exchange. We can apply for the listing of all or any portion of our Unlisted Shares on the Stock Exchange +as H Shares in advance of any proposed conversion to ensure that the conversion process can be completed +promptly upon notice to the Stock Exchange and delivery of shares for entry on the H Share register. This +could increase the supply of H Shares in the market, and future sales, or perceived sales, of the converted +H Shares may adversely affect the market price of H Shares. +Y ou will incur immediate and significant dilution and may experience further dilution if we issue +additional Shares in the future. +The Offer Price of the Offer Shares is higher than the net tangible asset value per Share immediately +prior to the Global Offering. Therefore, purchasers of the Offer Shares in the Global Offering will +experience an immediate dilution in pro forma consolidated net tangible asset value. We cannot assure you +that if we were to immediately liquidate after the Global Offering, any assets will be distributed to +Shareholders after the creditors’ claims. To expand our business, we may consider offering and issuing +additional Shares in the future. Purchasers of the Offer Shares may experience dilution in the net tangible +asset value per Share of their Shares if we issue additional Shares in the future at a price which is lower +than the net tangible asset value per Share at that time. +Certain facts, forecasts and statistics contained in this prospectus are derived from various official +government sources. +We have derived certain information and statistics in this prospectus, particularly the section headed +“Industry Overview,” from various official government sources. The information from official government +RISK FACTORS +–5 1– + + +--- page 61 --- +sources has not been independently verified by us, the Sole Sponsor, the Sponsor-OC, the Sole Global +Coordinator, the Sole Bookrunner, the Sole Lead Manager, and the Capital Market Intermediary or any of +their respective directors and advisors, or any other persons or parties involved in the Global Offering, +and, therefore, we cannot assure you as to the accuracy and reliability of such information and statistics. +In all cases, you should consider carefully how much weight or importance you should attach to or place +on such information or statistics. +If securities or industry analysts do not publish research or reports about our business, or if they +adversely change their recommendations regarding our H Shares, the market price for H Shares and +trading volume could decline. +The trading market for our H Shares will be influenced by research or reports that industry or +securities analysts publish about our business. If one or more analysts who cover us downgrade our H +Shares, the market price for our H Shares would likely decline. +If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could +lose visibility in the financial markets, which in turn could cause the market price of or trading volume +for our H Shares to decline. +Fluctuations in exchange rates may result in foreign currency exchange losses and may have a +material adverse effect on your investment. +During the Track Record Period, substantially all of our revenue and expenditures were denominated +in Renminbi, and substantially all of our financial assets were also denominated in Renminbi. Any +significant change in the exchange rates of the Hong Kong dollar against Renminbi may materially and +adversely affect our cash flows, earnings and financial position, and the value of, and any dividends +payable on, our H Shares in Hong Kong dollars. For example, a further appreciation of Renminbi against +the Hong Kong dollar would make any new Renminbi-denominated investments or expenditures more +costly to us, to the extent that we need to convert Hong Kong dollars into Renminbi for such purposes. +An appreciation of Renminbi against the Hong Kong dollar would also result in foreign currency +translation losses for financial reporting purposes when we translate our Hong Kong dollar denominated +financial assets into Renminbi, including proceeds from the Global Offering, as Renminbi is the functional +currency of our subsidiaries inside China. Conversely, if we decide to convert our Renminbi into Hong +Kong dollars for the purpose of making payments for dividends on our H Shares or for other business +purposes, appreciation of the Hong Kong dollar against Renminbi would have a negative effect on the +Hong Kong dollar amount available to us. +Y ou should read the entire prospectus carefully and only rely on the information included in this +prospectus to make your investment decision, and we strongly caution you not to rely on any +information contained in press articles or other media coverage relating to us, our H Shares or the +Global Offering. +There had been, prior to the publication of this prospectus, and 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. We have not authorized the disclosure of any information concerning the +Global Offering 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 decisions on the basis of the information contained in this prospectus only and +should not rely on any other information. +RISK FACTORS +–5 2– + + +--- page 62 --- +In preparation for the Global Offering, we have applied to the Stock Exchange for the following +waivers from strict compliance with the relevant provisions of the Listing Rules. +MANAGEMENT PRESENCE IN HONG KONG +According to Rule 8.12 and Rule 19A.15 of the Listing Rules, all applicants applying for a primary +listing on the Stock Exchange must have sufficient management presence in Hong Kong. This would +normally mean that at least two of the applicant’s executive directors must be ordinarily resident in Hong +Kong. +Our Company’s business operations and assets are primarily located outside Hong Kong. Our +Company’s executive Directors are based in the PRC as our Board believes it is more effective and +efficient for our executive Directors to be based in a location where our substantial operations are located. +Our Company therefore does not, and in the near future will not, maintain management presence in Hong +Kong. +Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied to the Stock Exchange +for, and the Stock Exchange has granted us, a waiver from strict compliance with the requirements under +Rule 8.12 and Rule 19A.15 of the Listing Rules, provided that our Company implements the following +arrangements: +(1) We have appointed Mr. Zhang, our executive Director, and Mr. Zhou Wenjun (ڲMr. +Zhou”), our joint company secretary as our authorized representatives for the purpose of Rule +3.05 of the Listing Rules. They will serve as the principal channel of communication with the +Stock Exchange and make themselves readily available to communicate with the Stock +Exchange. Each of Mr. Zhang and Mr. Zhou can be readily contactable by phone and email to +deal promptly with enquiries from the Stock Exchange, and will also be available to meet with +the Stock Exchange to discuss any matters within a reasonable period of time upon the request +of the Stock Exchange. The contact details of our authorized representatives have been +provided to the Stock Exchange. +(2) All Directors who are not ordinarily resident in Hong Kong possess or can apply for valid travel +documents to visit Hong Kong and can meet with the Stock Exchange within a reasonable +period upon request of the Stock Exchange. In addition, each Director has provided his/her +contact details, including mobile phone numbers, office phone numbers, fax numbers and email +addresses, to the extent possible, to our authorized representatives and to the Stock Exchange +and will inform the Stock Exchange promptly if there are any changes to the contact of the +Directors. 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. In the event that a Director expects to be +traveling or otherwise be out of office, he/she will provide the phone number of the place of +his/her accommodation or other contact information to our authorized representatives to ensure +that each of our authorized representatives will be able to contact all our Directors promptly +at all times if and when the Stock Exchange wishes to contact our Directors. +(3) We have appointed Somerley Capital Limited as our compliance advisor in accordance with +Rule 3A.19 of the Listing Rules, which will serve as an additional and alternative channel of +communication with the Stock Exchange in addition to our authorized representatives. The +compliance advisor will have reasonable access, at all times during the term of their +appointment, to our authorized representatives, Directors and other officers of our Company, +participate in the communication between the Stock Exchange and our Company and answer +inquiries from the Stock Exchange. +W AIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS +UNDER THE LISTING RULES +–5 3– + + +--- page 63 --- +(4) Any meeting between the Stock Exchange and our Directors will be arranged through our +authorized representatives or our compliance advisor or directly with our Directors within a +reasonable time frame. We will inform the Stock Exchange promptly in respect of any changes +in our authorized representatives and our compliance advisor. +(5) We intend to retain our Hong Kong legal advisors on on-going compliance requirements, any +amendment or supplement to and other issues arising under the Listing Rules and other +applicable laws and regulations in Hong Kong after the Listing. +JOINT COMPANY SECRETARIES +Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company secretary who +possesses the necessary academic or professional qualifications or relevant experience, and is therefore +capable to discharge 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: +(1) a member of The Hong Kong Chartered Governance Institute; +(2) a solicitor or a barrister as defined in the Legal Practitioners Ordinance (Chapter 159 of the +Laws of Hong Kong); and +(3) a certified public accountant as defined in the Professional Accountants Ordinance (Chapter 50 +of the Laws of Hong Kong). +Note 2 to Rule 3.28 of the Listing Rules further sets out the factors that the Stock Exchange will +consider in assessing an individual’s “relevant experience”: +(1) length of employment with the issuer and other issuers and the roles he/she has undertaken; +(2) 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; +(3) relevant training taken and/or to be taken in addition to the minimum requirement under Rule +3.29 of the Listing Rules; and +(4) professional qualifications in other jurisdictions. +Our Company has appointed Mr. Zhou as one of our joint company secretaries. Mr. Zhou joined our +Group in September 2021 and possesses relevant understanding and knowledge relating to the business +operations and corporate culture of our Group. Mr. Zhou has actively participated in the preparation of the +application for the Listing and possesses experience in matters relating to our Board and corporate +governance of our Company. Having considered Mr. Zhou’s expertise and backgrounds, our Directors +consider that Mr. Zhou is capable of discharging the functions of a company secretary and is suitable to +perform such role. +As Mr. Zhou currently does not possess the qualifications under Rule 3.28 of the Listing Rules, and +may not be able to fulfill the requirements of the Listing Rules on his own, we have appointed Ms. Li Y ee +Ching ( ҽရᆋ) (“Ms. Li”), who is qualified under Rule 3.28 of the Listing Rules to act as the other +company secretary and to work closely with and provide assistance to Mr. Zhou for an initial period of +three years commencing from the Listing Date. +W AIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS +UNDER THE LISTING RULES +–5 4– + + +--- page 64 --- +The following arrangements have been, or will be, put in place to assist Mr. Zhou in acquiring the +qualifications and experience as the joint company secretaries of our Company required under Rules 3.28 +and 8.17 of the Listing Rules: +(1) In the course of the preparation of the application for the Listing, Mr. Zhou has been provided +with a memorandum and has attended a training seminar on the respective obligations of our +Directors and senior management and our Company under the relevant Hong Kong laws and +the Listing Rules provided by our Hong Kong legal advisors. +(2) In addition to the minimum training requirements under Rule 3.29 of the Listing Rules, our +Company will ensure that Mr. Zhou continues to have access to relevant training and support +to familiarize himself with the Listing Rules and the duties of a company secretary of an issuer +listed on the Stock Exchange, and to receive updates on the latest changes to the applicable +Hong Kong laws, regulations and the Listing Rules. Furthermore, our Company will ensure that +Mr. Zhou and Ms. Li will seek and have access to the advice from our Hong Kong legal +advisors and other professional advisors as and when required. +(3) Ms. Li will assist Mr. Zhou to acquire the “relevant experience” as required under Note 2 to +Rule 3.28 of the Listing Rules and to discharge their duties as company secretaries. Mr. Zhou +will be assisted by Ms. Li for an initial period of three years commencing from the Listing +Date. As part of the arrangement, Mr. Zhou will act as one of the joint company secretaries and +communicate regularly with Ms. Li on matters relating to corporate governance, the Listing +Rules as well as other laws and regulations which are relevant to our Company. She will also +assist Mr. Zhou in organizing Board meetings and Shareholders’ meetings as well as other +matters of our Company which are incidental to the duties of a company secretary. +(4) Our Company has appointed the compliance advisor pursuant to Rule 3A.19 of the Listing +Rules, which will act as our additional channel of communication with the Stock Exchange and +provide professional guidance and advice to us and our joint company secretaries as to +compliance with the Listing Rules and all other applicable laws and regulations. +We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver from +strict compliance with the requirements of Rules 3.28 and 8.17 of the Listing Rules. Such waiver will be +revoked immediately if and when Ms. Li ceases to provide such assistance or ceases to meet the +requirements under Rule 3.28 of the Listing Rules, or if there are material breaches of the Listing Rules +by our Company during the three-year period from the Listing Date. We must demonstrate and seek the +Stock Exchange’s confirmation that Mr. Zhou, having had the benefit of Ms. Li’s assistance for three +years, will have acquired the relevant experience within the meaning of Rule 3.28 of the Listing Rules so +that a further waiver will not be necessary. +See “Directors and Senior Management” for the biographical details of Mr. Zhou and Ms. Li. +W AIVERS FROM STRICT COMPLIANCE WITH THE REQUIREMENTS +UNDER THE LISTING RULES +–5 5– + + +--- page 65 --- +DIRECTORS’ RESPONSIBILITY STATEMENT +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 with regard to us. Our Directors, having made all reasonable +enquiries, confirm that to the best of their knowledge and belief the information contained in this +prospectus is accurate and complete in all material respects and not misleading or deceptive, and there are +no other matters the omission of which would make any statement herein or this prospectus misleading. +FILING PROCEDURES WITH THE CSRC +We filed with the CSRC for the application to list our H Shares on the Stock Exchange and the Global +Offering on January 3, 2026. The CSRC subsequently confirmed our completion of filing application +procedures on May 19, 2026. In completing such filing, the CSRC accepts no responsibility for our +financial soundness, nor for the accuracy of any of the statements made or opinions expressed in this +prospectus. +GLOBAL OFFERING +This prospectus is published solely in connection with the Hong Kong Public Offering, which forms +part of the Global Offering. For applicants under the Hong Kong Public Offering, this prospectus contains +the terms and conditions of the Hong Kong Public Offering. +The Hong Kong Offer Shares are offered solely on the basis of the information contained and +representations made in this prospectus and on the terms and subject to the conditions set out herein 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 and therein must not be relied upon as having been authorized by our Company, the Sole Sponsor, +the Sponsor-Overall Coordinator, the Sole Global Coordinator, the Sole Bookrunner, the Sole Lead +Manager and the Capital Market Intermediary, the Underwriters, any of our or their respective directors, +officers, employees, agents or representatives of any of them or any other parties involved in the Global +Offering. +The Listing is sponsored by the Sole Sponsor and the Global Offering is managed by the +Sponsor-Overall Coordinator. Pursuant to the Hong Kong Underwriting Agreement, the Hong Kong Public +Offering is fully underwritten by the Hong Kong Underwriter under the terms of the Hong Kong +Underwriting Agreement, subject to agreement on the Offer Price to be determined between the +Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters) and our Company on the Price +Determination Date. The International Offering is expected to be fully underwritten by the International +Underwriter subject to the terms and conditions of the International Underwriting Agreement, which is +expected to be entered into on or about the Price Determination Date. +The Offer Price is expected to be determined by agreement between the Sponsor-Overall Coordinator +(for itself and on behalf of the Underwriters) and our Company by 12:00 noon on Friday, June 26, 2026. +If, for any reason, the Offer Price is not agreed between the Sponsor-Overall Coordinator (for itself and +on behalf of the Underwriters) and our Company by 12:00 noon on Friday, June 26, 2026, the Global +Offering will not proceed and will lapse. +See the section headed “Underwriting” for further information about the Underwriters and the +underwriting arrangements. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–5 6– + + +--- page 66 --- +DETERMINATION OF THE OFFER PRICE +The H Shares are being offered at the Offer Price which will be determined by the Sponsor-Overall +Coordinator (for itself and on behalf of the Underwriters) and us on or before Friday, June 26, 2026 or such +later date as may be agreed upon between the Sponsor-Overall Coordinator (for itself and on behalf of the +Underwriters) and us, and in any event no later than 12:00 noon on Friday, June 26, 2026. If the +Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters) and our Company are unable +to reach an agreement on the Offer Price on such date, the Global Offering will not proceed. +INFORMATION ABOUT THIS PROSPECTUS +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 Sole Sponsor, the Sponsor-Overall Coordinator, the +Sole Global Coordinator, the Sole Bookrunner, the Sole Lead Manager, the Underwriters, any of our or +their respective directors, officers or representatives or any other person involved in the Global Offering. +Neither the delivery of this prospectus nor any offering, sale or delivery made in connection with the H +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. +This prospectus is published solely in connection with the Hong Kong Public Offering, which forms +part of the Global Offering. For applicants under the Hong Kong Public Offering, this prospectus set out +the terms and conditions of the Hong Kong Public Offering. +RESTRICTIONS ON OFFERS AND SALES OF THE H SHARES +Each person acquiring the H Shares under the Hong Kong Public Offering will be required to, or be +deemed by his acquisition of the H Shares to, confirm that he is aware of the restrictions on offers of the +H Shares described in this prospectus. +No action has been taken to permit a public offering of the H Shares or the general distribution of +this prospectus in any jurisdiction other than in Hong Kong. Accordingly, this prospectus may not be used +for the purposes of, and does not constitute, an offer or invitation in any jurisdiction or in any +circumstances in which such an offer or invitation is not authorized or to any person to whom it is unlawful +to make such an offer or invitation. The distribution of this prospectus and the offering of the Offer Shares +in other jurisdictions are subject to restrictions and may not be made except as permitted under the +applicable securities laws of such jurisdictions and pursuant to registration with or authorization by the +relevant securities regulatory authorities or an exemption therefrom. +APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE +We have applied to the Listing Committee for the listing of, and permission to deal in, the H Shares +in issue and to be issued pursuant to the Global Offering (including any H Shares which may be issued +pursuant to the exercise of the Over-allotment Option) and the Conversion of Unlisted Shares into H +Shares, on the basis that, among other things, we satisfy the requirement under Rule 18C.03 of the Listing +Rules as a Commercial Company (as defined in the Listing Rules) with reference to our expected market +capitalization at the time of Listing, which, based on the Offer Price, exceeds HK$4 billion. +Under section 44B(l) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, if +the permission for the H Shares to be listed on the Stock Exchange pursuant to this prospectus has been +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–5 7– + + +--- page 67 --- +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. +All the Offer Shares will be registered on our H Share register of members in order to enable them +to be traded on the Stock Exchange. None of our share or loan capital is listed or dealt in on any other +stock exchange and no such listing or permission to list is being or is expected to be sought in the near +future. +H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS +Subject to the granting of the listing of, and permission to deal in, the H Shares (including any H +Shares which may be issued pursuant to the exercise of the Over-allotment Option) on the Stock Exchange +and compliance with the stock admission requirements of HKSCC, the H Shares will be accepted as +eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing +Date or on any other date as determined by HKSCC. Settlement of transactions between participants of +the Stock Exchange is required to take place in CCASS on the second settlement day after any trading day. +All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational +Procedures in effect from time to time. +All necessary arrangements have been made for the H Shares to be admitted into CCASS. Investors +should seek the advice of their stockbroker or other professional advisor for details of those settlement +arrangements and how such arrangements will affect their rights and interests. +PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES +The procedures for applying for Hong Kong Offer Shares are set out in the section headed “How to +Apply for Hong Kong Offer Shares.” +H SHARE REGISTER OF MEMBERS AND STAMP DUTY +Our principal register of members will be maintained in the PRC and our H Share register of +members will be maintained by our H Share Registrar, Tricor Investor Services Limited in Hong Kong. +All Offer Shares will be registered on our H Share register of members. Dealings in the H Shares +registered on our H Share register of members will be subject to Hong Kong stamp duty. +REGISTRATION OF SUBSCRIPTION, PURCHASE AND TRANSFER OF H SHARES +Persons applying for or purchasing H Shares under the Global Offering are deemed, by their making +an application or purchase, to have represented that they are not close associates (as such term is defined +in the Listing Rules) of any of our Directors or any existing Shareholders or a nominee of any of the +foregoing. +PROFESSIONAL TAX ADVICE RECOMMENDED +Y ou should consult your professional advisors if you are in any doubt as to the taxation implications +of subscribing for, purchasing, holding or disposing of, or dealing in, the H Shares or exercising any rights +attaching to the H Shares. We emphasize that none of our Company, the Sole Sponsor, the Sponsor-Overall +Coordinator, the Sole Global Coordinator, the Sole Bookrunner, the Sole Lead Manager, the Underwriters, +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–5 8– + + +--- page 68 --- +the Capital Market Intermediary, any of our or their respective directors, officers or representatives or any +other person involved in the Global Offering accepts responsibility for any tax effects or liabilities +resulting from your subscription, purchase, holding or disposing of, or dealing in, the H Shares or your +exercise of any rights attaching to the H Shares. +EXCHANGE RATE CONVERSION +Solely for your convenience, this prospectus contains translations among certain amounts +denominated in Renminbi, Hong Kong dollars and U.S. dollars. No representation is made that the +amounts denominated in one currency could actually be converted into the amounts denominated in +another currency at the rates indicated or at all. Unless indicated otherwise, (1) the translations between +Renminbi and U.S. dollars were made at the rate of RMB6.8109 to US$1.00, being the PBOC rate +prevailing on the Latest Practicable Date, (2) the translations between Hong Kong dollars and Renminbi +were made at the rate of RMB0.8693 to HK$1.00, being the PBOC rate prevailing on the Latest Practicable +Date, and (3) the translation between U.S. dollars and Hong Kong dollars were made at a rate of US$1.00 +to HK$7.8353, calculated based on the PBOC rate prevailing on the Latest Practicable Date. +LANGUAGE +If there is any inconsistency between this prospectus and the Chinese translation of this prospectus, +this prospectus shall prevail unless otherwise stated. However, the translated English names of the PRC +and foreign national, entities, departments, facilities, certificates, titles, laws, regulations (including +certain of our subsidiaries) and the like included in this prospectus are translations of their Chinese names +and are included for identification purpose only. If there is any inconsistency, the names in their original +languages shall prevail. +The English names of companies incorporated in the PRC are translations from their Chinese names +and included for identification purpose only. +COMMENCEMENT OF DEALINGS IN THE H SHARES +Assuming that the Hong Kong Public Offering becomes unconditional in Hong Kong at or before +8:00 a.m. in Hong Kong on Tuesday, June 30, 2026, it is expected that dealings in our H Shares on the +Stock Exchange will commence at 9:00 a.m. on Tuesday, June 30, 2026. The H Shares will be traded in +board lots of 100 H Shares each, the stock code of the H Shares will be 3952. +OTHER +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. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–5 9– + + +--- page 69 --- +DIRECTORS +Name Address Nationality +Executive Directors +Mr. Zhang Jie ( ੵ௫) Room 2402, Building 1-1 +Bailu Jinwan +Yijiang Garden +No. 188 Zhixiang Road +Shengzhou City +Shaoxing +Zhejiang Province +PRC +Chinese +M r .W uD i(ࠔRoom 101, Building 11 +Tao Y uan Residential Compound +No. 2 Qiwu Road, Hongjing Avenue +Jiangning District +Nanjing City +Jiangsu Province +PRC +Chinese +Ms. Wang Haiying ( ˮऎ) Room 403, Unit 2 +No. 37 Taoyuan Road +Ganlin Town +Shengzhou City +Shaoxing +Zhejiang Province +PRC +Chinese +Mr. Zhang Han ( ੵᖍ) Room 401, Unit 2, Building 3 +Jinyuan Huating Residential Compound +No. 99 Chengchang Road +Shengzhou City +Shaoxing +Zhejiang Province +PRC +Chinese +Non-executive Directors +Mr. Cui Zhiyuan ( ੦қჃ) Room 1610, Building 16 +No. 305 Guang’anmen Outer Street +Xicheng District +Beijing +PRC +Chinese +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 0– + + +--- page 70 --- +Name Address Nationality +Mr. Huang He (ئRoom 302, Unit 2, 19th Floor +Xinfu Jiayuan +Dongcheng District +Beijing +PRC +Chinese +Mr. Li Chengsheng ( ҽ᳅) Room 25C, Building 7B +Jinhong Kaixuan City +No. 20 Xinan 1st Road +Shenzhen City +Guangdong Province +PRC +Chinese +Independent non-executive Directors +Mr. Feng Y un ( ඹㄴ) Flat C, 43/F, South Tower 1 +38 Bel-Air Avenue +Residence Bel-Air, Island South (Phase II) +Pok Fu Lam +Hong Kong +Chinese +Dr. Li Jun (ڲNo. 41-6, Group H2 +Shangbang Golf International Community +Jinfeng Town +High-Tech Zone +Chongqing +PRC +Chinese +Mr. Lou Y u ( ᅽρ) Room 206, Lanxi Y uan +Y ueju Town Community +Wen Y ue Road +Shijia’ao Administrative Village +Ganlin Town +Shengzhou City +Shaoxing +Zhejiang Province +PRC +Chinese +Ms. Tian Chunshan (ӄ) Room 501, No. 19 +Lane 177 Rongke Road +Pudong New Area +Shanghai +PRC +Chinese +For the biographies and other relevant information of our Directors, see “Directors and Senior +Management.” +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 1– + + +--- page 71 --- +PARTIES INVOLVED IN THE GLOBAL OFFERING +Sole Sponsor CMB International Capital Limited +45th Floor, Champion Tower +3 Garden Road +Central +Hong Kong +Sponsor-Overall Coordinator CMB International Capital Limited +45th Floor, Champion Tower +3 Garden Road +Central +Hong Kong +Sole Global Coordinator CMB International Capital Limited +45th Floor, Champion Tower +3 Garden Road +Central +Hong Kong +Sole Bookrunner CMB International Capital Limited +45th Floor, Champion Tower +3 Garden Road +Central +Hong Kong +Sole Lead Manager CMB International Capital Limited +45th Floor, Champion Tower +3 Garden Road +Central +Hong Kong +Capital Market Intermediary CMB International Capital Limited +45th Floor, Champion Tower +3 Garden Road +Central +Hong Kong +Legal Advisors to the Company As to Hong Kong and U.S. laws: +Baker & McKenzie +14/F, One Taikoo Place +979 King’s Road +Quarry Bay +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 2– + + +--- page 72 --- +As to PRC laws: +Haiwen & Partners +20/F, Fortune Financial Center +5 Dong San Huan Central Road +Chaoyang District +Beijing +PRC +As to International Sanctions law: +Commerce & Finance Law Offices LLP +45 Rockefeller Plaza +Suite 2000 +New Y ork, NY 10111 +Legal Advisors to the Sole Sponsor and +the Underwriters +As to Hong Kong laws: +Jingtian & Gongcheng LLP +Suites 3203-3209 +32/F Edinburgh Tower +The Landmark +15 Queen’s Road Central +Hong Kong +As to PRC laws: +Jingtian & Gongcheng +34/F, Tower 3 +China Central Place +77 Jianguo Road +Chaoyang District +Beijing +PRC +Reporting Accountants and Independent +Auditor +KPMG +Certified Public Accountants +Public Interest Entity Auditor registered in +accordance with the Accounting and +Financial Reporting Council Ordinance +8th Floor, Prince’s Building +Central +Hong Kong +Independent Industry Consultant China Insights Industry Consultancy Limited +10F, Block B, Jing’an International Center +88 Puji Road +Jing’an District +Shanghai 200070 +China +Receiving Bank CMB Wing Lung Bank Limited +45 Des V oeux Road Central +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 3– + + +--- page 73 --- +Registered Office in the PRC Industrial Park, Ganlin Town +Shengzhou City +Zhejiang +PRC +Headquarters and Principal Place of Business +in the PRC +Industrial Park, Ganlin Town +Shengzhou City +Zhejiang +PRC +Principal Place of Business in Hong Kong Room 1901, 19/F +Lee Garden One +33 Hysan Avenue +Causeway Bay +Hong Kong +Company Websites www.laifual.com +(Information contained on these websites does not +form part of this prospectus) +Joint Company Secretaries Mr. Zhou Wenjun (ڲ) +Industrial Park +Ganlin Town +Shengzhou City +Zhejiang +PRC +Ms. Li Y ee Ching ( ҽရᆋ) +Room 1901, 19/F +Lee Garden One +33 Hysan Avenue +Causeway Bay +Hong Kong +Authorized Representatives Mr. Zhang Jie ( ੵ௫) +Room 2402, Building 1-1 +Bailu Jinwan +Yijiang Garden +No. 188 Zhixiang Road +Shengzhou City +Shaoxing +Zhejiang Province +PRC +Mr. Zhou Wenjun (ڲ) +Industrial Park +Ganlin Town +Shengzhou City +Zhejiang +PRC +CORPORATE INFORMATION +–6 4– + + +--- page 74 --- +Nomination Committee Mr. Zhang Jie ( ੵ௫) (Chairman) +Dr. Li Jun (ڲ) +Ms. Tian Chunshan (ӄ) +Audit Committee Ms. Tian Chunshan (ӄ) (Chairlady) +Mr. Feng Y un ( ඹㄴ) +Dr. Li Jun (ڲ) +Remuneration and Appraisal Committee Mr. Feng Y un ( ඹㄴ) (Chairman) +Mr. Zhang Jie ( ੵ௫) +Mr. Lou Y u ( ᅽρ) +Compliance Advisor Somerley Capital Limited +20th Floor +China Building +29 Queen’s Road +Central +Hong Kong +H Share Registrar Tricor Investor Services Limited +17/F, Far East Finance Centre +16 Harcourt Road +Hong Kong +Principal Banks Bank of China Shengzhou Ganlin Branch +No. 2 Taoyuan Road +Ganlin Town +Shengzhou City +Zhejiang Province +PRC +China Merchants Bank Co., Ltd Shaoxing +Shengzhou Branch +Quantum Core Building +No. 339, Guanhe South Road +Sanjiang Street +Shengzhou City +Zhejiang Province +PRC +CORPORATE INFORMATION +–6 5– + + +--- page 75 --- +The information and statistics set out in this section and other sections of this prospectus were +extracted from the report prepared by CIC, which was commissioned by us, and from various official +government publications and other publicly available publications. We engaged CIC to prepare the +CIC report, an independent industry report, in connection with the Global Offering. We believe that +these sources are appropriate sources for such information and statistics and reasonable care has +been exercised by us in selecting and identifying the named information sources, compiling, +extracting and reproducing the information, and ensuring no material omission of the information. +The information from official government sources has not been independently verified by us, the Sole +Sponsor , the Sponsor-Overall Coordinator , the Sole Global Coordinator , the Sole Bookrunner , the +Sole Lead Manager , the Underwriters, the Capital Market Intermediary or any of our or their +respective directors, senior management, representatives or any other person involved in the Global +Offering and no representation is given as to its accuracy. +SOURCE OF INFORMATION +We commissioned CIC to conduct an analysis of and to prepare a report on the major markets for +which our China’s robots and precision transmission solutions market are positioned. We have contracted +to pay RMB1.01 million to CIC. Except as otherwise noted, all of the data and forecasts contained in this +section are derived from the CIC Report. CIC’s services include industry consulting, commercial due +diligence, strategic consulting, and etc. Its consulting team has been tracking the latest market trends +across various industries, where it has relevant and insightful market intelligence. +The CIC Report was compiled based on the following assumptions: (1) the overall social economic +and political environment globally and in China is expected to remain stable during the forecast period; +(2) the economic and industrial development globally and in China is likely to maintain a steady growth +trend over the next decade; (3) related key industry drivers are likely to continue driving the growth of +the market during the forecast period; and (4) there is no extreme force majeure or industry regulation in +which the market may be affected dramatically or fundamentally. +In compiling and preparing the CIC Report, CIC used the following key methodologies to collect +multiple sources, validate the data and information collected, and cross-check each respondent’s +information and views against those of others: (1) secondary research, which involved reviewing +published sources including national statistics, annual reports of listed companies, industry reports and +data based on CIC’s own research database; and (2) primary research, which involved in-depth interviews +with the industry participants. +CIC’s projections are made based on various market determinants and their coefficients assigned to +a market which indicate their relative importance. The market determinants represent both subjective +assumptions and objective factors, therefore, the projected data may not be consistent with the real data. +Our Directors confirm that, after taking reasonable care, there has been no material adverse change +in the market information since the date of the CIC Report that would materially qualify, contradict or +impact such information. +CHINA’S ROBOTS AND PRECISION TRANSMISSION SOLUTIONS MARKET +The Evolution of Robots +A robot is a machine equipped with physical, mechanical components that enable movement along +one or more axes and interaction with the physical world. +INDUSTRY OVERVIEW +–6 6– + + +--- page 76 --- +After decades of steady progress, robots are now approaching a phase of accelerated growth, driven +by a series of technological breakthroughs. Most notably, advances in artificial intelligence, particularly +in multi-modal large language models and vision-language-action (VLA) models, are catalyzing a +fundamental shift in robot capabilities. +Robots are evolving from pre-programmed systems into increasingly autonomous agents with +integrated perception, decision-making, and action, allowing them to operate in open and complex +environments. This technological transformation is expanding the scope of commercially viable use cases +and supporting the transition of robots toward broader, scalable market adoption. +Categorization of Robots +In response to increasingly diverse downstream industry requirements, the robotics sector has +expanded into a range of differentiated product types. Based on core application scenarios and functional +characteristics, robots can be broadly classified into the following main categories: + Humanoid robots possess a human-like form and mobility. By integrating multi-modal large +models with increasingly generalizable control and perception capabilities, they are designed +to support cross-task adaptation and flexible operation across varied scenarios. Their core +advantage lies in the ability to simulate human behavior and perform composite “mobility + +manipulation” tasks in complex, unstructured environments, positioning them for broad +application potential. + Industrial robots are primarily deployed in automated manufacturing and logistics settings. +They are designed for highly repetitive, high-precision and high-intensity tasks such as +welding, assembly, palletizing and material handling. Key categories include six-axis robots, +collaborative robots (cobots), AGV and autonomous mobile robot (AMR) and other types such +as Delta, Scara and Cartesian coordinate robots. + Other robots primarily include service robots and specialized robots tailored for non- +manufacturing applications. Service robots assist and work alongside humans in a variety of +tasks across commercial and public service sectors, such as delivery, cleaning and hospitality. +Specialized robots are designed for high-risk or extreme environments, where they perform +critical missions such as exploration, rescue operations and medical surgery. +Growth Potential of Robots Market in China +China has established itself as the world’s largest robotics market and is projected to maintain robust +growth momentum. The robotics shipments in China are expected to expand from approximately 0.8 +million units in 2025 to approximately 4.7 million units in 2030, representing a CAGR of 41.8%. In terms +of revenue, the robots market in the globe and China are expected to expand from approximately +RMB547.2 billion and RMB200.3 billion in 2025 to approximately RMB1,289.2 billion and RMB491.4 +billion in 2030. +INDUSTRY OVERVIEW +–6 7– + + +--- page 77 --- +20222021 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +CAGR +2021-2025 +Million units CAGR +2025-2030E +25.1% 41.8%Total +N/A 133.8%Humanoid +13.9% 20.7%Industrial +52.7% 48.1%Others +Shipment volume of China’s robots, 2021-2030E +0.10.1 +0.10.1 +0.6 +0.6 +1.2 0.7 +1.0 +1.8 0.3 +0.8 +1.3 +2.4 +0.5 +1.0 +1.7 +3.2 +1.1 +1.2 +2.5 +4.7 +0.4 +0.5 +0.0 +0.8 +0.2 +0.4 +0.0 +0.5 +0.1 +0.3 +0.0 +0.5 +0.1 +0.3 +0.0 +0.4 +0.1 +0.3 +0.0 +0.3 +Source: CIC, Expert Interviews, News, Annual Reports + Humanoid robots . As a new generation of general-purpose robots, the humanoid robot market +stands at the brink of explosive growth, with a growth rate significantly outpacing other +robotics segments. Leveraging their human-like form and mobility, along with core advantages +in versatility and task generalization, humanoid robots are capable of performing composite +“mobility + manipulation” tasks in complex, unstructured environments—thereby transcending +the limitations of traditional robotic applications. With the continuous maturation of embodied +intelligence technologies and the gradual optimization of supply chain costs, humanoid robots +are steadily progressing toward large-scale commercial deployment. Shipments in the +humanoid robot market are projected to grow from approximately 15.2 thousand units in 2025 +to approximately 1.1 million units in 2030, representing a CAGR of 133.8%. + Industrial robots . Industrial robots represent the most established and commercially mature +segment of the robotics industry, characterized by well-defined applications in structured +environments such as factories, and clear return on investment. Currently, industrial robots +account for the largest share of robot shipments in China, forming the most substantial and +stable foundation of the robotics sector. Against the backdrop of rising labor costs and the +ongoing transition to carbon neutrality, manufacturers face multiple challenges. Labor +shortages are exacerbated by shifting employment preferences, particularly among younger +workers who increasingly reject repetitive and physically demanding tasks. This has led to a +structural shortage of production line operators, further accelerating the push to replace human +labor with robots. The rapid expansion of strategic emerging industries, such as new energy +vehicles, lithium batteries, and photovoltaics, are further driving an increased adoption of +industrial robots. Shipments of industrial robots are projected to grow from approximately 0.4 +million units in 2025 to approximately 1.2 million units by 2030, representing a CAGR of +20.7%. + Other robots . Demographic changes and labor shortages are accelerating the adoption of +service robots in commercial and domestic settings to improve operational efficiency and +quality of life. On the other hand, heightened requirements for personnel safety in high-risk +environments, such as emergency rescue and scientific exploration, are sustaining demand for +specialized robotic solutions. As a result, aggregate shipments in this category are projected to +increase from approximately 0.4 million units in 2025 to approximately 2.5 million units by +2030, representing a CAGR of 48.1%. +INDUSTRY OVERVIEW +–6 8– + + +--- page 78 --- +Precision Transmission Solutions: The Foundation of Robotic Accuracy and Performance +Precision transmission solutions are critical for enabling robots to achieve accurate movement and +interaction. By integrating core components such as precision reducers and servo motors, these solutions +efficiently convert electrical energy into precise mechanical motion. The performance of these components +directly determines a robot’s strength, speed, accuracy, and reliability, forming the foundation of its +‘musculoskeletal framework’ and powering every nuanced movement with exceptional control. +Simultaneously, they act as a “neural pathway,” translating control signals into highly coordinated +physical actions to ensure operational effectiveness in complex environments. +Within the robots industry chain, precision transmission solutions occupy a central midstream +position, bridging upstream component suppliers and downstream robot manufacturers. 1). Upstream +suppliers provide essential raw materials, including high-strength steel and aluminum alloys. 2). +Midstream integrators synthesize and optimize various core components into modular, robot-ready +precision transmission solutions such as reducers and joint modules. 3). Downstream applications +encompass humanoid robots, industrial robots, other robots and automated workstations. +Factories +Logistics +Restaurants +Hospitals +…… +High-strength steel +Aluminum alloy +Rare earth material +Raw Materials Precision transmission solution Robots +Humanoid robot +Industrial robot +Other robot +… +… +Joint module +Robotic arm +Reducer +Servo motor +Encoder +Industry Value Chain of Robots +Application scenarios +Automated +workstations +Source: CIC, Expert Interviews, News +Precision transmission solutions are composed of a range of core components encompassing from +reducers and motors to highly sophisticated joint modules and robotic arms. These components work in +unison to enable precise and efficient motion control within robots. The following showcases the precision +transmission core components central to the Group’s offerings. + Precision reducers . Precision reducers serve as the core link between power sources and +actuation mechanisms. Since servo motors typically generate high-speed, low-torque +output—insufficient to directly drive robotic arms which require higher torque and controlled +speed—reducers convert this input into low-speed, high-torque output through gearing +mechanisms. By delivering exceptional transmission accuracy, rigidity, and torque density, +precision reducers enable robots to perform complex, high-precision tasks with high reliability +and dynamic responsiveness. As such, they are often regarded as the “joints” of a robot. +Precision reducers can be categorized into harmonic reducers, RV reducers, and planetary +reducers, with the Group primarily focusing on harmonic reducers. + Joint modules . Joint modules represent a further level of integration, combining precision +reducers with servo motors and encoders into modular motion units. As compact mechatronic +systems, they define a robot’s flexibility, accuracy, and dynamic performance. These highly +integrated modules enhance overall robot performance and help accelerate scalability in +deployment. +INDUSTRY OVERVIEW +–6 9– + + +--- page 79 --- + Robotic arms . A robotic arm is a multi-joint, multi-degree-of-freedom automated mechanism +designed to replicate the functions of a human arm. By integrating joint modules with +end-effectors and control systems, it achieves precise motion control through advanced +transmission technologies. Robotic arms are widely used to perform diverse tasks including +material handling, welding, assembly, surgery, and handling hazardous materials. +Market Size of Robotic Precision Transmission Solutions in China +The market size of robotic precision transmission solutions in China reached RMB26.8 billion in +2025 and is projected to grow to RMB197.5 billion by 2030, at a CAGR of 49.2%. +The precision reducer market is projected to grow from approximately RMB3.5 billion in 2025 to +approximately RMB23.1 billion in 2030. Over the same period, the joint module market is expected to +expand from approximately RMB7.8 billion to approximately RMB57.9 billion, while the robotic arm +market is forecast to increase from approximately RMB12.4 billion to approximately RMB96.4 billion. +Precision reducers face high technical barriers arising from their reliance on cutting-edge designs and +materials, precise manufacturing processes, and requirements for reliability and service life. These barriers +ultimately define the performance limits of joint modules and robotic arms. +The chart below illustrates the market potential of core components in robotic precision transmission +solutions in China. +CAGR +2021-2025 +RMB billion CAGR +2025-2030E +12.5% 45.9%Precision Reducer +14.9% 49.4%Joint Module +14.7% 49.2%Total +15.8% 50.6% +45.9% +Robotics Arm +12.5%Others (include Servo Motor and Encoder) +Market size of China’s Robotic Precision Transmission Solution, 2021-2030E +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +6.9 1.9 +15.5 +8.0 2.12.1 +17.8 +8.6 2.22.2 +18.8 +6.06.05.45.45.15.1 +9.5 2.4 +20.7 +7.8 +12.4 +3.03.0 +26.8 4.74.73.53.52.82.82.62.62.52.5 10.7 +17.3 +4.14.1 +36.8 6.76.7 +15.5 +25.2 +5.85.8 +53.1 +9.9 +23.5 +38.6 +8.68.6 +80.6 +14.0 +34.2 +56.5 +12.112.1 +116.8 +23.1 +57.9 +96.4 +20.120.1 +197.5 +4.52.2 +Source: CIC, Expert Interviews, News, Annual Reports +Automated Workstations: Integrated Application Systems +Automated workstations are integrated automation systems designed to perform specific +manufacturing or assembly tasks, typically comprising robotic arms, control systems, sensors and tooling +devices. In such systems, robotic precision transmission components, including harmonic reducers, serve +as underlying sub-components rather than end products, and are therefore excluded from the market scope +defined here. Based on expert interviews and publicly available sources, China’s automated workstation +market was approximately RMB22.0 billion in 2025. +OVERVIEW OF THE PRECISION REDUCER MARKET IN CHINA’S ROBOTICS SECTOR +The Decisive Role of Precision Reducers in Robotic Performance +Precision reducers are a core component of precision transmission solutions and play a decisive role +in determining a robot’s motion accuracy, load-bearing capacity, and overall operational reliability. Owing +INDUSTRY OVERVIEW +–7 0– + + +--- page 80 --- +to their high technical complexity and manufacturing barriers, precision reducers typically represent the +largest single cost component in an industrial robot’s bill of materials (BOM), accounting for +approximately 30%-35% of total system cost. +Harmonic Reducers: A Critical Enabler for Robot Lightweighting and Precision +Precision reducers are primarily categorized into three types: harmonic reducers, RV reducers and +planetary reducers. +Performance comparison of robotic precision reducers +Harmonic reducer RV reducer Planetary reducer + Very high; widely used in low-speed stepping applications. + 15-60 arc-seconds + High; maintains accuracy and rigidity under heavy loads, +60-100 arc-minutes + Moderate; common in heavy-duty automation. + 100-600 arc-seconds + < 0.5 arc-minutes < 1 arc-minutes 5-10 arc-minutes + 0.5-1,000 Nm 100-28,000 Nm 10-10,000 Nm + 30-160 30-250 3-512 + Precision motion with servo motors; industrial robots, service +robots, small/medium-load robotics + Medium-to-heavy-load industrial robots with long-life and +high-rigidity requirements + Robotic arms in cost-sensitive scenarios; machinery, machine +tools, conveyors; automated manufacturing systems + +Reduction Ratio +Range + + +Precision + +Application +scenarios + +Backlash + +Torque +Source: CIC, Expert Interviews, News + Harmonic reducers . Humanoid robot manufacturers demand joint solutions capable of +delivering precise motion control and compact integration within confined spaces, without +adding unnecessary volume, weight, or structural complexity. Harmonic reducers are a +mainstream category of robotic precision reducers well suited to these demands. They transmit +motion and power through the elastic deformation engagement between a flexspline and a rigid +spline, and are characterized by high reduction ratios, high positioning accuracy, ultra-low +backlash, compact size and low weight. Their structural characteristics directly support +reductions in robotic joint volume and weight. Their ability to achieve high transmission ratios +within a single stage reduces the need for multi-stage gear arrangements, enabling more +compact joint architectures. Their coaxial structure further facilitates integration with motors +and bearings within limited space, while their relatively simple transmission mechanism, +consisting of a wave generator, flexspline and circular spline, reduces overall structural +complexity. In addition, their high torque density allows the required output torque to be +delivered with smaller reducers and motors. + RV reducers . RV reducers leverage a cycloidal planetary transmission mechanism that delivers +high rigidity, strong load-bearing capacity, and stable precision retention. They are widely used +in heavy-load joints of industrial robots—such as the base and shoulder—and in other systems +that require high torque capacity and strong resistance to impact. + Planetary reducers . Planetary reducers employ a planetary gear transmission structure, +characterized by compact design, high load capacity, and efficient power transmission. In the +robotics field, they are widely used in light-duty robotic arms and other automated equipment +where cost-effectiveness and operational efficiency are key considerations. +INDUSTRY OVERVIEW +–7 1– + + +--- page 81 --- +Market Size of Precision Reducers in China +Benefiting from the explosive growth of the downstream robotics industry, China’s precision reducer +market continues to expand. The market size is projected to grow from approximately RMB3.5 billion in +2025 to approximately RMB23.1 billion in 2030, achieving a CAGR of 45.9%. Among these, harmonic +reducers have become the main choice for the evolution of robot design toward lightweight, compact, and +higher-precision applications. Their unique structural characteristics significantly reduce the weight and +volume of robotic joints, thereby lowering the required motor power and aligning with the industry’s +demand for more agile and precise robotic systems. +CAGR +2021-2025 +RMB billion CAGR +2025-2030E +8.9% 59.8%Harmonic reducer +46.2% 59.2%Planetary reducer +12.5% 45.9%Total +9.0% 17.1%RV reducer +Market size of robotic precision reducers in China, by type, 2021-2030E +2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E +0.9 +2.2 +1.0 +1.2 +2.5 +1.1 +1.2 +2.6 +1.2 +1.3 +2.8 +1.3 +1.6 +3.5 1.8 +1.1 +1.9 +4.7 2.6 +1.8 +2.2 +6.7 4.5 +2.8 +2.6 +9.9 7.0 +4.0 +3.0 +14.0 13.4 +6.2 +3.5 +23.1 +0.10.1 0.20.2 0.30.3 0.30.3 0.60.6 +1.11.1 +Source: CIC, Expert Interviews, News, Annual Reports +Note: The above market size refer to the market size of precision reducers specifically within the robotics sector. +Key Applications of Harmonic Reducers +Harmonic reducers are essential in both humanoid and industrial robots due to their ability to deliver +high precision, reliability, and efficiency. In humanoid robots, they enable fine motor control and +dexterous movement in joints like the wrists and elbows, and hips and shoulders, allowing for human-like +flexibility in tasks requiring delicate manipulation. In industrial robots, harmonic reducers ensure precise, +high-torque movement in repetitive tasks such as assembly, welding, and material handling, while +optimizing space and reducing weight. +Industrial robot +Humanoid robot +Six-axis robot Collaborative robot Others (e.g., Scara, Delta, Cartesian robot) +• Used in light-load joints such as the arms, +wrists or hands of robots + An average of three harmonic reducers +are used. + Used in light-load joints such as the arms, +wrists or hands of robots + An average of six harmonic reducers are used. + Used in light-load joints such as the arms, +wrists or hands of robots + An average of two to three harmonic +reducers are used. + Used in the joint drive systems of a +humanoid robot, typically placed in the +wrists and elbows, and hips and +shoulders. + ~20 harmonic reducers are used. +Main Uses +Application +Source: CIC, Expert Interviews, News +INDUSTRY OVERVIEW +–7 2– + + +--- page 82 --- +Demand for Harmonic Reducers in China +Humanoid robots are projected to become the largest source of demand for harmonic reducers in the +future. The shipment for harmonic reducers used in robotics applications in China is expected to grow +from approximately 1.4 million units in 2025 to around 20.7 million units in 2030, representing a CAGR +of approximately 72.4%. Among these, the share of demand attributed to humanoid robots is set to rise +from about 11% in 2025 to roughly 82% by 2030. +CAGR +2021-2025 +Million unit CAGR +2025-2030E +N/A 156.9%Humanoid robot +11.2% 20.6%Industrial robot +47.6% 44.8%Other robot +17.2% 72.4%Total +Shipment of harmonic reducers in China, by robot type, 2021-2030E +2022 20232021 2024 2025 2026E 2027E 2028E 2029E 2030E +2.1 1.5 +1.5 +3.4 4.1 +1.8 +6.4 8.1 +2.2 +11.0 17.0 +2.7 +20.7 +− +0.7 +0.7 +0.0 +− +0.8 +0.8 +0.0 +0.9 +− +0.8 +0.1 +1.0 +0.0 +0.8 +0.1 +1.4 +0.2 +1.0 +0.2 +0.2 0.4 0.5 0.7 1.01.20.6 +Source: CIC, Expert Interviews, News, Annual Reports +The market size for harmonic reducers in China’s robotics sector is projected to expand from +RMB1.3 billion in 2025 to RMB13.4 billion by 2030, achieving a CAGR of 59.8%. +CAGR +2021-2025 +RMB billion CAGR +2025-2030E +N/A 138.1%Humanoid robot +3.3% 11.8%Industrial robot +37.1% 34.2%Other robot +8.9% 59.8%Total +Market size of harmonic reducers in China, by robot type, 2021-2030E +2022 20232021 2024 2025 2026E 2027E 2028E 2029E 2030E +1.1 +1.8 +1.2 +1.2 +2.6 2.8 +1.3 +4.5 +5.1 +1.4 +7.0 11.1 +1.7 +13.4 +0.9 +− +0.9 +0.0 +− +1.0 +1.0 +0.1 +− +1.1 +1.0 +0.1 +1.2 +0.0 +1.0 +0.1 +0.1 +1.3 +1.0 +0.2 +0.2 0.3 0.4 0.4 0.7 +0.5 +Source: CIC, Expert Interviews, News, Annual Reports +INDUSTRY OVERVIEW +–7 3– + + +--- page 83 --- +Future Growth Opportunities and Key Drivers +Exponential growth of humanoid robots . With the maturation of embodied technologies, humanoid +robots are entering a phase of scaled commercial deployment. Chinese manufacturers have gradually +gained a leading position in the global market, leveraging domestic supply chain advantages and +technological expertise. This progress is driving substantial market demand for high-precision, cost- +effective core components. Harmonic reducers, with their high accuracy, compact design, and lightweight +properties, are ideally suited to meet the dual requirements of performance and cost in humanoid robots. +As the technology for humanoid robots continues to evolve, the market demand for harmonic reducers is +poised for explosive growth. +Continued upgrading and global leadership of Chinese manufacturing . As the world’s largest +manufacturing economy, China is undergoing a critical phase of industrial transformation. The rapid +expansion of emerging manufacturing sectors—particularly new energy vehicles, photovoltaics and +consumer electronics—is driving sustained growth in demand for automated production. Capacity +expansion in these industries is boosting the need for industrial robots, thereby supporting stable growth +in the precision reducer market. As China’s manufacturing sector continues to upgrade and deepen its +automation capabilities, demand for core components such as harmonic reducers is expected to rise +steadily, providing a solid and sustainable foundation for market expansion. +National policy support . Strategic planning at the government level has provided clear guidance and +policy backing for the industrialization of humanoid robots. In November 2023, the Guidance on the +Innovation and Development of Humanoid Robots issued by the Ministry of Industry and Information +Technology highlighted key objectives such as lightweight design, high strength, and high precision, +emphasizing the need for independent and controllable core components. This presents significant +opportunities for domestic precision reducer manufacturers with core technical capabilities and accelerates +the maturation of the industry ecosystem. +In-depth development of the industry chain . Leading harmonic reducer manufacturers are +transitioning from supplying individual components to offering integrated modular systems and automated +workstations—comprehensive solutions that significantly reduce R&D and integration challenges for +downstream customers. This full-stack solution capability enables faster product deployment and seamless +integration, enhancing product value while deepening collaboration with clients. +Global expansion of Chinese providers . Leveraging sustained investment and cost competitiveness +in the supply chain, Chinese harmonic reducer manufacturers are rapidly advancing in product +performance and reliability. Through continuous innovation and refined manufacturing processes, these +manufacturers have developed solutions that meet the precise and varied requirements of robotics +applications, from humanoid robots to industrial robots. This focus on continuous product enhancement, +paired with a strong value-for-money offering, is strengthening their competitive position in the global +market. As a result, leading Chinese manufacturers are gaining recognition from top-tier international +clients and are well-positioned to capture a significant share of the expanding overseas market. The global +harmonic reducer market in the robotic sector is projected to grow from RMB3.3 billion in 2025 to +RMB24.4 billion in 2030, at a CAGR of 48.9%. +Competitive Landscape of Harmonic Reducers +The market for harmonic reducers in China’s robotics sector is relatively concentrated, with the top +five providers accounting for 75.8% of total shipments in 2025. We ranked No. 2 in the market in terms +of both harmonic reducer shipments and revenue in 2025, with a market share of 21.4% and 12.9%, +respectively. As humanoid robots accelerate their commercialization, their joint systems impose more +stringent requirements for precision, torque density, impact resistance, and service life. This elevates the +INDUSTRY OVERVIEW +–7 4– + + +--- page 84 --- +technological and manufacturing barriers for harmonic reducers. Currently, within the domestic supply +chain, only two companies can stably meet these performance requirements and achieve volume delivery, +and we are one of them. +Competitive Landscape of Harmonic Reducer Providers in China’s Robotics Sector, 2025 +Rank Name Harmonic Reducer Shipments for Robots Market Share +(%)(in thousand units) +1 Company A +Company B +374 27.5% +3 12.5%170 +2 Our Company 291 21.4% +4 Company C 135 9.9% +5 Company D 60 4.4% +Competitive Landscape of Harmonic Reducer Providers in China’s Robotics Sector, 2025 +Rank Name Harmonic Reducer Revenue for Robots Market Share +(%)(million) +1 Company A +Our Company +356 27.6% +2 167 12.9% +3 Company D 114 8.8% +4 Company B 111 8.6% +5 Company C 81 6.3% +Source: CIC, Expert Interviews, News, Annual Report +Note: Company A: Founded in 2011 and headquartered in Suzhou, China, Company A is a public company listed on Shanghai Stock +Exchange, China focuses on harmonic reducers and precision transmission solutions for fields including robots and CNC +machine tools. +Company B: Founded in 2015 and headquartered in Shenzhen, China, Company B is a public company listed on Shenzhen +Stock Exchange, China focuses on harmonic reducers and related transmission solutions, primarily serving robots, medical +equipment. +Company C: Founded in 2012 and headquartered in Shenzhen, China, Company C is a private company focuses on precision +transmission solutions, including harmonic reducers and joint modules, with primary applications in robots and medical +equipment. +Company D: Founded in 1970 and headquartered in Tokyo, Japan, Company D is a public company listed on Tokyo Stock +Exchange, Japan focuses on precision transmission solutions such as harmonic reducers and planetary reducers for fields +including robots. +Competitive Landscape of Joint Modules Market +The joint module segment remains predominantly supplied by third-party vendors in the humanoid +robotics field, whereas in industrial robotics, joint modules are largely developed and integrated in-house +INDUSTRY OVERVIEW +–7 5– + + +--- page 85 --- +by OEMs. Most independent joint module providers generated annual revenues of below RMB100 million, +with the largest player reaching over RMB100 million in 2025. With revenue from joint modules of +RMB44.2 million in 2025, we ranked among the top 15 players in the joint module market within China’s +robotics sector. +Competitive Landscape of Robotic Arms +The robotic arm segment is primarily served by robot OEMs, with robotic arms as their core +products, often delivered together with control systems, software and other components as part of +integrated solutions. As an independent upstream component supplier still in the early stage of +commercialization, we generated revenue from robotic arms of RMB24.3 million in 2025, ranking among +the top 20 players in the robotic arm market within China’s robotics sector. +Competitive Landscape of Automated Workstation +The automated workstation segment is primarily served by robot OEMs and system integrators, with +automated workstations delivered as part of integrated solutions alongside their robotic products. As an +independent upstream component supplier still in the early stage of commercialization, we generated +revenue from automated workstation of RMB24.5 million in 2025, ranking among the top 20 players in +the automated workstation market within China’s robotics sector. +Competitive Barriers and Key Success Factors in the Harmonic Reducer Industry +Cost optimization driven by technological innovation . Industry competition centers not on price +wars, but on cost efficiency achieved through technological and process innovations. Leading enterprises +significantly shorten production cycles and reduce dependence on equipment and labor via deep +optimization of key processes. By integrating raw material processing and minimizing repeated forging +and machining steps, they further compress production costs. Companies with end-to-end in-house R&D +and manufacturing capabilities gain superior supply chain control, achieve economies of scale, and deliver +more cost-effective solutions to downstream customers. +Strong rapid delivery and customization capabilities . In the fast-iterating, highly customized +robotics market—particularly for humanoid robots—rapid response and delivery capabilities constitute a +critical competitive barrier. This agility is fundamentally underpinned by substantial and flexible +production capacity, which allows for the simultaneous handling of diverse order streams. Leading +suppliers leverage innovative manufacturing techniques to drastically reduce key process times—from +hours to minutes—thereby compressing overall delivery cycles to 3-4 weeks. This combination of scale +and speed enables them to reliably meet standard timelines while rapidly fulfilling highly customized +orders, forming a unique competitive edge and fostering deeply integrated partnerships. +Leading product performance . Placed in robotic joints, harmonic reducers are evaluated against +multiple performance dimensions: transmission accuracy, rigidity, torque density, and service life. Leading +manufacturers maintain consistent investment in tooth profile design, material science, and manufacturing +processes to ensure excellence across all core metrics. This comprehensive performance advantage +provides the essential foundation for robots to achieve high precision, reliability, and dynamic +responsiveness. +End-to-end in-house R&D and vertical integration . Leading competitors typically achieve full +in-house R&D and vertical integration across the entire industrial chain—from tooth profile design and +material development to processing, assembly, and testing. This model ensures stable and controllable +product quality, enhances production efficiency through internal collaboration, reduces costs, and enables +rapid adaptation to market changes. +INDUSTRY OVERVIEW +–7 6– + + +--- page 86 --- +Full-stack solution capabilities . Top manufacturers are transitioning from supplying standalone +precision reducers to offering integrated solutions including modular joint units and automated +workstations. By deeply integrating hardware with supporting software, they significantly lower R&D and +integration barriers for downstream customers, accelerating product deployment and system integration. +This high-value, full-stack approach not only boosts profitability but also builds deeper, strategic customer +relationships. +Deep partnerships with key customers . High-quality customer relationships represent a critical +measure of corporate competitiveness. Once established, partnerships between reducer suppliers and robot +manufacturers typically evolve into long-term, stable collaborations. Leading reducer suppliers engage +early in customers’ R&D processes, deliver customized solutions, and build deeply embedded +relationships through superior product performance and responsive service. These strategic alliances +secure stable order volumes and enable continuous product refinement through customer feedback, +creating a durable competitive moat. +Raw Material Price Analysis . The production of precision reducers generally includes raw materials +such as steel for key transmission components, aluminum for certain structural parts, and bearings and +other standard components. +During the Track Record Period, prices of such major raw materials generally fluctuated in line with +broader commodity cycles. Steel prices, as reflected by the Shanghai Futures Exchange rebar index, +increased from approximately 777.3 in 2020 to approximately 1,066.6 in 2021, before declining to +approximately 762.9 in 2024. Aluminum prices, as reflected by the Nanhua Shanghai aluminum index, +increased from approximately 650.1 in 2020 to approximately 1,096.5 in 2024. Bearing prices, based on +China customs export statistics, increased from approximately US $5,800 per ton in 2020 to approximately +US$6,900 per ton in 2021, before declining to approximately US$6,300 per ton in 2024. +Overall, prices of major raw materials for precision reducers remained subject to periodic +fluctuations during the Track Record Period and are expected to continue to fluctuate in line with +macroeconomic conditions, supply-demand dynamics and broader commodity market trends. +The following graph illustrates the trend of fluctuation in raw material price from 2020 to 2025. +Steel (price) +Aluminum (index) +Bearing (index) Price (US$/ton)Index +Raw Material Price Trends, 2020-2025 +0 +1,000 +2,000 +3,000 +4,000 +5,000 +6,000 +7,000 +2020 2021 2022 2023 2024 2025 +0 +200 +400 +600 +800 +1,000 +1,200 +INDUSTRY OVERVIEW +–7 7– + + +--- page 87 --- +This section sets out an overview of the current laws and regulations applicable to us in the PRC that +may materially affect our operations. +REGULATIONS ON COMPANY ESTABLISHMENT AND FOREIGN INVESTMENT +The Company Law of the PRC (جpromulgated by the Standing Committee of +the National People’s Congress of the PRC (ึ) (the “SCNPC”) on December +29, 1993, last amended on December 29, 2023 and came into effect on July 1, 2024, governs the +establishment, operation and management of companies in the PRC, including foreign-invested +companies. Unless foreign investment laws provide otherwise, foreign-invested companies shall abide by +the Company Law of the PRC. +Foreign investment in the PRC is subject to the Catalog of Industries for Encouraging Foreign +Investment (2025 V ersion) ( ོᎸ̮ਠҳ༟ପุͦ(2025وthe “Catalog”), amended on December +15, 2025 and effective since February 1, 2026 and the Special Administrative Measures for Foreign +Investment Access (Negative List) (2024 V ersion) (݄(ఊ)(2024و)) +the “Negative List”), promulgated on September 6, 2024 and effective since November 1, 2024,, both of +which issued by the National Development and Reform Commission (։ +ึ) (the “NDRC”) and the Ministry of Commerce of the PRC ( ʕശɛ͏ձਠਕ) (“MOFCOM”). +The Catalog and the Negative List lay out the basic framework for foreign investment in China, classifying +businesses into three categories with regard to foreign investment: “encouraged,” “restricted,” and +“prohibited.” Industries not listed in the Catalog or the Negative List are generally deemed as falling into +a fourth category, “permitted,” unless specifically restricted by other PRC laws and regulations. As a +provider of core components for robotic precision transmission in China, our principal business falls under +the “encouraged” category as set out in the Catalogue, specifically under Item 432: “Development and +manufacturing of key foundational components for robotics”, and does not fall under the “restricted” or +“prohibited” categories as stipulated in the Negative List. +The Foreign Investment Law of the PRC (جthe “FIL”), promulgated by +the National People’s Congress (ɽึ) on March 15, 2019, effective since January 1, 2020, +and the Implementation Regulations for the Foreign Investment Law of the PRC ( ʕശɛ͏ձ̮ਠҳ +ૢԷ) (the “Implementation Regulations for FIL”), promulgated by the State Council ( ਕ৫)o n +December 26, 2019, effective since January 1, 2020, are the principal existing law and regulation +governing foreign investment in the PRC. The FIL and the Implementation Regulations for FIL are enacted +to further expand opening-up, actively promote foreign investment, protect legitimate rights and interests +in foreign investment, and standardize foreign investment management. Pursuant to the FIL and the +Implementation Regulations for FIL, the PRC adopts a system of national treatment plus the Negative List +with respect to foreign investment administration. Foreign investment and domestic investment in +industries outside the scope of the Negative List issued or released upon approval by the State Council +would be treated equally. +On December 30, 2019, MOFCOM and State Administration for Market Regulation (̹ఙ္ຖ +၍ଣᐼ҅) (the “SAMR”) promulgated the Measures for the Reporting of Foreign Investment Information +(جthe “Reporting Measures”), which came into effect on January 1, 2020. The +Reporting Measures regulate information reporting relating to foreign investment in the PRC. Pursuant to +the Reporting Measures, foreign investors and foreign-invested enterprises who directly or indirectly carry +out investment activities in the PRC shall report investment information to the competent departments of +commerce by submitting initial reports, change reports, cancellation reports and annual reports. +On December 19, 2020, the NDRC and MOFCOM jointly promulgated the Measures on the Security +Review of Foreign Investment (جeffective on January 18, 2021, setting forth +provisions concerning the security review mechanism on foreign investment, including the types of +REGULATORY OVERVIEW +–7 8– + + +--- page 88 --- +investments subject to review, review scopes and procedures, among others. Foreign investor or relevant +parties in China must declare the security review prior to (1) 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 (2) investments in important +agricultural products, important energy and resources, important equipment manufacturing, important +infrastructure, important transportation 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 obtaining control in the target enterprise. +REGULATIONS AND POLICIES ON THE HARMONIC REDUCER INDUSTRY +On December 21, 2021, the Ministry of Industry and Information Technology (ʷ) (the +“MIIT”) and fourteen other departments promulgated the 14th Five-Y ear Development Plan for the +Robotics Industry (“ ɤ̬ʞ”ྌ), which came into effect on the same day. The plan +includes “high-performance reducers” in the key basic improvement actions for robots, specifically: to +develop advanced manufacturing technologies and processes for RV reducers and harmonic reducers, +improve the precision retention (life) and reliability of reducers, reduce noise, and achieve large-scale +production. Research the basic theories of new types of high-performance precision gear transmission +devices, break through precision/ultra-precision manufacturing technologies and assembly processes, and +develop new types of high-performance precision reducers. +On December 21, 2021, the MIIT and seven other departments promulgated the 14th Five-Y ear +Development Plan for the Intelligent Manufacturing (“ ɤ̬ʞ”ྌ), which came into effect +on the same day. The plan encourages the vigorous development of intelligent manufacturing equipment. +It strengthens joint innovation among industry, academia, and research institutions to address the +weaknesses in perception, control, decision-making, and execution, and to break through a number of +“chokepoint” basic components and devices. It also includes “high-performance and high-reliability +reducers” in the list of basic components and devices under the action items for the innovative +development of intelligent manufacturing equipment. +On October 20, 2023, the MIIT promulgated the Guiding Opinions on the Innovative Development +of Humanoid Robots (ኬจԈ) (the “Guiding Opinions”), which came into effect on +the same day. The Guiding Opinions added content such as “breaking through high-precision electric drive +actuators that integrate high-torque-density reducers, high-power-density motors, and servo drives, and +developing products like electric drive rotary joints and electric actuators” in the section on key products +and components. +On December 27, 2023, the NDRC promulgated the Catalog for Guiding the Adjustment of Industrial +Structure (2024 Edition) (ኬͦ(2024 ϋ͉)), which came into effect on February 1,2024. +The catalog added items such as “industrial robot RV reducers, harmonic reducers and bearings” and +“high-precision reducers for industrial robots” to the machinery section of the encouraged industries. It +also included items like “high-precision reducers, high-performance servo systems, intelligent controllers, +intelligent integrated joints and other key components for robots” in the intelligent manufacturing section +of the encouraged industries. +On September 29, 2024, the SAMR and the Standardization Administration of China (ᅺʷ၍ +ึ) promulgated the national standard (GB/T 30819-2024) for Harmonic Reducers for Robot ( ዚኜ +ቃಯኜ), which came into effect on April 1, 2025. The standard applies to harmonic reducers +used in robots and specifies the product classification, model, basic parameters and structural dimensions, +requirements, testing methods, inspection rules, as well as marking, packaging, transportation and storage +of harmonic reducers for robots. +REGULATIONS ON OVERSEAS LISTING +On February 17, 2023, the CSRC promulgated Trial Administrative Measures of Overseas Securities +Offering and Listing by Domestic Companies (جthe +REGULATORY OVERVIEW +–7 9– + + +--- page 89 --- +“Overseas Listing Trial Measures”) and five relevant guidelines, which became effective on March 31, +2023. Meanwhile, the Special Provisions of the State Council for the Share Offerings and Listings +Overseas of Joint Stock Limited Companies (֛) +and the Circular of the State Council Concerning Further Strengthening the Administration of Share +Issuance and Listing Overseas (ٝwhich were +previously the main institutional basis for overseas offering and listing by domestic enterprises, were +repealed on March 31, 2023. +According to the Overseas Listing Trial Measures, PRC domestic enterprises which seek to issue and +list securities in overseas markets by direct or indirect means are required to complete the filing +procedures with and submit relevant materials to the CSRC. The Overseas Listing Trial Measures provides +that an overseas offering and listing is prohibited if there is one of the following circumstances: (1) the +listing is specifically prohibited for financing purposes by laws, administrative regulations, or applicable +requirements imposed by the country; (2) the overseas offering and listing might endanger national +security as reviewed and determined by competent authorities under the State Council in accordance with +relevant laws; (3) the domestic enterprise or its controlling shareholder(s) and de facto controller(s) have +committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses +disruptive to the order of the socialist market economy in recent three years; (4) the domestic enterprise +is currently under judicial investigations for suspicion of criminal offenses or materially breaching laws +or regulations, where no definitive conclusions have been reached; or (5) there are material ownership +disputes with respect to equity interests held by controlling shareholder(s) or equity interests held by other +shareholders controlled by controlling shareholder(s) and/or de facto controller(s). +The Overseas Listing Trial Measures also provides that if the issuer meets both the following criteria, +the overseas securities offering and listing conducted by such issuer will be deemed as an indirect overseas +offering and listing by PRC domestic enterprises: (1) the amount of any of the operating revenue, total +profit, total assets or net assets of the domestic enterprise represents over 50% of that of the relevant item +in the issuer’s audited consolidated financial statements for the most recent fiscal year; and (2) the main +parts of the issuer’s business activities are conducted in mainland China, or its principal place of business +is located in mainland China, or the majority of senior management in charge of its business operations +and management are PRC citizens or have their usual place of residence located in mainland China. Where +an issuer submits an application for an initial public offering to competent overseas regulators, such issuer +must file with the CSRC within three business days after such application is submitted. The Overseas +Listing Trial Measures also requires subsequent reports to be filed with the CSRC on material events, such +as a change of control or voluntary or forced delisting of the issuer who has completed an overseas +offering and listing. +To enhance confidentiality and archive management for domestic enterprises’ overseas offerings and +listings, CSRC, the Ministry of Finance of the PRC (), National Administration of State Secrets +Protection (҅), and National Archives Administration (҅) promulgated the Provisions +on Strengthening Confidentiality and Archives Administration Concerning Overseas Securities Offerings +and Listings by Domestic Enterprises (CSRC Announcement [2023] No. 44) (̋੶ྤʫΆุྤ̮೯Б +֛(ᗇ္ึʮѓ[2023]44 )) on February 24, 2023, which came +into effect on March 31, 2023, and at the same time, replaced the Provisions on Strengthening +Confidentiality and Archives Administration Concerning Overseas Securities Offerings and Listings +(CSRC Announcement [2009] No. 29) (֛ +(ᗇ္ึʮѓ[2009]29 )). These provisions now cover domestic joint stock companies directly listing +overseas and entities indirectly listing abroad. They outline procedural requirements and specify +enterprises’ confidentiality responsibilities and accounting archives administration, in alignment with the +Overseas Listing Trial Measures. +FULL CIRCULATION OF H SHARES +“Full circulation” represents listing and circulating on the Stock Exchange of the unlisted shares of +a domestic H-share listed company, including unlisted domestic shares held by domestic shareholders +REGULATORY OVERVIEW +–8 0– + + +--- page 90 --- +prior to overseas listing, unlisted domestic shares additionally issued after overseas listing, and unlisted +shares held by foreign shareholders. On August 10, 2023, CSRC announced the Guidelines for the “Full +Circulation” Program for Unlisted Shares of H-share Listed Companies (H΅͡ሗ +ˏ), allows certain qualified H-share listed companies and H-share companies to be listed +for the application of full circulation to CSRC. +According to the Guidelines for the “Full Circulation” Program for Unlisted Shares of H-share Listed +Companies, shareholders of unlisted shares may determine by themselves through consultation the amount +and proportion of shares, for which an application will be filed for circulation, provided that the +requirements laid down in the relevant laws and regulations and set out in the policies for state-owned +asset administration, foreign investment and industry regulation are met, and the corresponding H-share +listed company may be entrusted to file the said application for “full circulation.” Pursuant to the Overseas +Listing Trial Measures, shareholders holding unlisted shares in the PRC should comply with the relevant +requirements of the CSRC and appoint a domestic enterprise to file a report with the CSRC. +REGULATIONS ON FOREIGN TRADE +In accordance with the Foreign Trade Law of the People’s Republic of China ( ʕശɛ͏ձ࿁̮ +جpromulgated by the NPCSC on May 12, 1994 and amended and effective on April 6, 2004, +November 7, 2016 and December 30, 2022 respectively, and the Notice on Matters Relating to the Filing +of Consignees and Consignors of Imported and Exported Goods (ආ̈ɹ +ٝissued by the General Administration of Customs of the People’s +Republic of China on January 3, 2023 and effective on the same date, the consignee or consignor of +imported or exported goods applying for filing should obtain the qualification of the market entity, but no +filing for foreign trade operators is required. +According to the Customs Law of the People’s Republic of China (ج) +promulgated by the NPCSC on January 22, 1987, and amended on July 8, 2000, June 29, 2013, December +28, 2013, November 7, 2016, November 4, 2017, and April 29, 2021, respectively, the consignee of +imported goods, the consignor of exported goods, and the owner of inbound and outbound goods are the +taxpayers of customs duties. For the imported and exported goods, unless otherwise provided for, customs +declaration and tax payment procedures may be completed by the consignee or consignor of the imported +and exported goods, or the consignee or consignor of import and export goods may entrust a customs +declaration enterprise to complete the customs declaration and tax payment procedures. The consignees +and consignors for imported or exported goods and the customs brokers engaged in customs declaration +shall be filed with the customs in accordance with the law. Customs declaration units refer to the consignee +or consignor of the imported and exported goods and the customs declaration enterprises filed with the +customs in accordance with the Regulations of the People’s Republic of China on the Administration of +the Record of Customs Declaration Units (֛promulgated by +the General Administration of Customs of the People’s Republic of China on November 19, 2021 and +becoming effective as of January 1, 2022. Where the consignee or consignor of imported or exported +goods or a customs declaration enterprise applies for filing, it shall obtain the qualification of market +entities. +According to the Law of the People’s Republic of China on Import and Export Commodity +Inspection (جpromulgated by the NPCSC on February 21, 1989, +implemented on August 1, 1989, and most recently amended on April 29, 2021, and its implementation +regulations—the Regulations for the Implementation of the Law of the People’s Republic of China on +Import and Export Commodity Inspection (ૢԷ) promulgated by +the State Council on August 31, 2005, implemented on December 1, 2005, and most recently amended on +March 29, 2022, the General Administration of Customs is responsible for the inspection of import and +export commodities nationwide. Entry-exit inspection and quarantine authorities are responsible for +REGULATORY OVERVIEW +–8 1– + + +--- page 91 --- +inspecting commodities listed in the official catalog and other commodities subject to mandatory +inspection as stipulated by applicable laws and administrative regulations. In addition, entry-exit +inspection and quarantine agencies may conduct random or discretionary inspections on other import and +export commodities in accordance with relevant state regulations. Imported commodities subject to +compulsory inspection shall not be sold or used until they have passed the inspection. Export commodities +subject to inspection shall not be exported if they have not been inspected or have failed the inspection. +According to the Regulations of the People’s Republic of China on the Administration of the Import +and Export of Goods (the “Goods Import and Export Regulations”,ආ̈ɹ၍ଣૢԷ) +promulgated by the State Council on December 10, 2001, most recently amended on March 10, 2024, and +effective on May 1, 2024, enterprises engaged in import or export trading activities involving goods +entering or leaving the PRC territory must comply with the provisions of the Goods Import and Export +Regulations: goods prohibited from import and export shall not be imported or exported; goods restricted +from import and export are subject to a licensing system or a quota system; freely imported and exported +goods are not subject to any restrictions. The consignee of imported goods or the consignor of exported +goods shall submit an automatic import/export license, import/export license, or quota certificate to the +customs to complete customs clearance procedures. +The Export Control Law of the People’s Republic of China (جthe +“Export Control Law”) came into force on December 1, 2020. The Export Control Law is China’s first +comprehensive and integrated export control law, which sets out provisions for the export control of +dual-use goods, military supplies, nuclear energy products, goods related to the protection of national +security and interests and other commodities, science and technology, services and goods, as well as +fulfilling the responsibilities related to the international prohibition of nuclear proliferation. +REGULATIONS ON PRODUCT QUALITY +Pursuant to the Product Quality Law of the PRC (جpromulgated on +February 22, 1993 and most recently amended on December 29, 2018 by the SCNPC, the seller shall be +responsible for the repair, replacement or return of the product sold if (1) the product does not possess the +functionality it should inherently possess, and no prior and clear indication is given of such a situation; +(2) the product does not conform to the applicable product standard stated on the product or its packaging; +or (3) the product does not conform to the quality specified through a product description or physical +sample. If a consumer incurs losses due to the purchased product, the seller shall compensate for such +losses. +On May 28, 2020, the PRC Civil Code (Պ), was adopted by the SCNPC and +came into force on January 1, 2021 Under the PRC Civil Code, a manufacturer or a commercial seller is +liable for harm caused to persons or property due to product defects. The aggrieved party may claim +compensation from either the manufacturer or the seller. If compensation is sought from the seller, the +seller is entitled to recover from the responsible manufacturer after fulfilling the compensation obligation. +REGULATIONS ON POLLUTANT DISCHARGE +Environmental Protection +The Environmental Protection Law of the PRC (جor the Environmental +Protection Law, was promulgated and effective on December 26, 1989, and most recently revised on April +24, 2014. The Environmental Protection Law has been formulated for the purpose of protecting and +improving both the living and the ecological environment, preventing and controlling pollution and other +public hazards and safeguarding people’s health. According to the provisions of the Environmental +Protection Law, in addition to other applicable laws and regulations of the PRC, the Ministry of +REGULATORY OVERVIEW +–8 2– + + +--- page 92 --- +Environmental Protection and its local counterparts are responsible for administering and supervising +environmental protection matters. Pursuant to the Environmental Protection Law, construction projects +that have environmental impacts shall be subject to an environmental impact assessment. Installations for +the prevention and control of pollution in construction projects must be designed, built and commissioned +together with the principal construction plan of the project. Such installations shall not be dismantled or +left idle without authorization from the competent government agencies. +Consequences of violations of the Environmental Protection Law include warnings, fines, within a +time limit, forced shutdown, or criminal punishment. +Environment Impact Assessment +According to the Administration Rules on Environmental Protection of Construction Projects (ண +ᚐ၍ଣૢԷ), which was promulgated by the State Council on November 29, 1998, amended +on July 16, 2017 and became effective on October 1, 2017, depending on the impact of the construction +project on the environment, an construction employer shall submit an environmental impact report or an +environmental impact statement, or file a registration form. As to a construction project, for which an +environmental impact report or the environmental impact statement is required, the construction employer +shall, before the commencement of construction, submit an environmental impact report or the +environmental impact statement to the relevant authority in charge of the environmental protection +administrative department for approval. If the environmental impact assessment documents of the +construction project have not been examined or approved upon examination by the approval authority in +accordance with the law, the construction employer shall not commence the construction. +Pursuant to the Law of the People’s Republic of China on Environment Impact Assessment ( ʕശɛ +جissued on October 28, 2002 and most recently amended on December 29, 2018, +the State Council implemented an environmental impact assessment, or EIA, to classify construction +projects according to the impact of the construction projects on the environment. Constructing entities +shall prepare an environmental impact report, or an EIR, or an environmental impact statement, or an EIS, +or fill out the EIR Form according to the following rules: (1) for projects with potentially serious +environmental impacts, an EIR shall be prepared to provide a comprehensive assessment of their +environmental impacts; (2) for projects with potentially mild environmental impacts, an EIS shall be +prepared to provide an analysis or specialized assessment of the environmental impacts; and (iii) for +projects with very small environmental impacts, an EIS is not required but an EIR form shall be +completed. +Pollutant discharge permits +According to the Catalog of Classified Management of Pollutant Discharge Permits for Stationary +Pollution Sources (๕રϮ̙ʱᗳ၍ଣΤ) promulgated by the Ministry of Ecology and +Environment on December 20, 2019 and came into effect on the same day, the PRC implements key +management, simplified management and registration management of pollutant discharge permits based on +factors such as the amount of pollutants generated, the amount of pollutants discharged and the degree of +impact on the environment of the pollutant discharging entities. For pollutant discharging entities subject +to registration management, applications for pollutant discharge permits are not required. +Pursuant to the Administrative Measures for Pollutant Discharge Licensing (for Trial +Implementation) (ج(༊Б)) promulgated on January 10, 2018 and partially revised on +August 22, 2019 by the original environmental protection department, now known as the Ministry of +Ecology and Environment (the “MEE”), and the Administrative Measures for Pollutant Discharge +Licensing (جwhich was promulgated on April 1, 2024 and scheduled to be implemented +on July 1, 2024, enterprises, public institutions and other producers and operators under the administration +REGULATORY OVERVIEW +–8 3– + + +--- page 93 --- +of discharge permits (referred to as “discharge units”) shall apply for and obtain a pollutant discharge +license and discharge pollutants in accordance with the provisions of the discharge permit. Any enterprise +that fails to obtain a pollutant discharge license as required shall not discharge pollutants. +According to the Catalog of Classified Administration of Pollutant Discharge License for Stationary +Pollution Sources (2019 V ersion) (๕રϮ̙ʱᗳ၍ଣΤ(2019وissued by the MEE on +December 20, 2019, key management, simplified management and registration management of pollutant +discharge permits are implemented according to factors including the amount of pollutants generated, the +amount of pollutants discharged, the degree of impact on the environment, etc., and only pollutant +discharge entities that implement registration management do not need to apply for a pollutant discharge +permit. +According to the Regulations on the Administration of Permitting of Pollutant Discharges ( રϮ +̙၍ଣૢԷ), which was promulgated by the State Council on January 24, 2021 and came into effect on +March 1, 2021, enterprises and other production operators that implement pollutant discharge licencing +management (the “pollutant discharging entities”) shall apply for pollutant discharge permits, and shall not +discharge pollutants without obtaining the pollutant discharge permits. Pollutant discharging entities are +classified into key management and simplified management according to the amount of pollutants +discharged and the degree of impact on the environment. The pollutant discharge permit is valid for five +years. If a pollutant discharging entity intends to continue to discharge pollutants, it shall submit an +application for renewal to the approving authority 60 days before the expiration of the pollutant discharge +permit. +REGULATIONS ON LAND, PLANNING AND ENGINEERING CONSTRUCTION +Land +According to the Land Administration Law of the PRC (جpromulgated +by the NPCSC Standing Committee on June 25, 1986 and latest amended on August 26, 2019, and the +Regulations for the Implementation of the Land Administration Law of the PRC ( ʕശɛ͏ձɺή၍ +ૢԷ) promulgated by the State Council on December 27, 1998 and latest revised on July 2, 2021, +the land of the PRC is either State-owned or collectively-owned. Except for land which is legally owned +by the State or has been expropriated as State-owned according to law, all of which is collectively-owned. +The State-owned land use rights may be used by third parties through grant, allocation, lease, capital +contribution and other forms. Third parties who have obtained the State-owned land use rights may legally +use, profit from and dispose of the State-owned land use rights within the statutory use term and planned +use scope. Permanent buildings cannot be built on the land for temporary use, and the term of use of the +land shall generally not exceed two years. +According to the Interim Regulations on Real Estate Registration ( ʔਗପ೮াᅲБૢԷ), +promulgated on November 24, 2014 and last amended on March 10, 2024, the real estate registration shall +be conducted by the real estate registration authorities of the people’s government at or above the county +level. Each real estate unit has a unique code. The real estate register shall record the following: (1) natural +conditions of the real estate such as location, boundaries, spatial limits, acreage and usage; (2) property +conditions of the real estate rights such as ownership, type, content, source, term, changes in rights; (3) +matters related to restrictions and warnings on real estate rights; and (4) other relevant matters. The +Interim Regulations on Real Estate Registration and the Implementing Rules of the Interim Regulations +on Real Estate Registration (ۆpromulgated on January 1, 2016 and last +amended and brought into effect on May 9, 2024 provide that, among others, the State implements a +uniform real estate registration system and the registration of real estate shall be strictly administered and +carried out in a stable and continuous manner that provides convenience for people. +Leasing +Pursuant to the PRC Civil Code, a lessee may, upon the lessor’s consent, sublease the leased object +to a third person. The lease contract between the lessee and the lessor shall continue to be valid despite +REGULATORY OVERVIEW +–8 4– + + +--- page 94 --- +the sublease by the lessee, and if the third person causes loss to the leased object, the lessee shall bear the +liability for compensation. A change in the ownership of a leased object during the period that a lessee +possesses the leased object in accordance with the lease contract shall not affect the validity of the lease +contract. Pursuant to the Law on Administration of Urban Real Estate of the PRC (̹ +جwhich was promulgated by the SCNPC on July 5, 1994 and was latest amended on August +26, 2019, and the Management Measures for the Lease of Commercial Housing (ج) +promulgated by the Ministry of Housing and Urban-Rural Development on December 1, 2010, and +effective on February 1, 2011, the parties to a housing lease shall enter into a lease contract in accordance +with the law. Within 30 days after the conclusion of the housing lease contract, the parties to the lease shall +go to the competent department of construction (real estate) of the people’s government of the +municipality, city or county where the leased housing is located to register and file the housing lease. In +violation of the foregoing provisions, the competent construction (real estate) departments of the people’s +governments of the municipalities directly under the central government, cities and counties shall order +rectification within a time limit. If rectification is not made by an individual within the time limit, a fine +of less than RMB1,000 shall be imposed. If rectification is not made by an entity within the time limit, +a fine of more than RMB1,000 but less than RMB10,000 shall be imposed. According to the PRC Civil +Code, the parties’ failure to register the lease contract in accordance with the provisions of laws and +administrative regulations does not affect the validity of the contract. +Planning +According to the Urban and Rural Planning Law of the PRC (ج) +promulgated by the NPCSC on October 28, 2007 and latest amended on April 23, 2019, if the construction +of buildings, structures, roads, pipelines and other projects is carried out in the planning area of a city or +a town, the construction entity or individual shall apply to the competent authority of urban and rural +planning of the people’s government of the city or county or the people’s government of the town as +determined by the people’s government of the province, autonomous region or municipality directly under +the central government of the PRC for a construction project planning permit. The construction entity shall +carry out the construction in accordance with the planning conditions and submit the relevant completion +acceptance information to the urban and rural planning authority within six months after the completion +acceptance. +Engineering construction +According to the Construction Law of the PRC (جpromulgated by the NPCSC +on November 1, 1997 and latest amended on April 23, 2019, prior to the commencement of construction +work, the construction entity shall apply to the construction administrative authority of the people’s +government at or above the county level where the project is located for a construction permit in +accordance with the relevant provisions of the State, except for small-scale projects under the quota as +determined by the construction administrative authority. A construction project shall be delivered for use +only after it has passed the acceptance examination. A construction project shall not be delivered for use +without acceptance or with unqualified acceptance. +According to the Measures for the Supervision and Administration of “Three Simultaneities” for the +Safety Facilities of Construction Projects (݄“ࣛ”جwhich were +promulgated by the former State Administration of Work Safety (now the Ministry of Emergency +Management, or the MEM) on April 2, 2015 and became effective on May 1, 2015, the safety facilities +of a construction project must be designed, constructed and put into operation simultaneously with the +major construction works of the construction project. +REGULATIONS ON CYBERSECURITY, DATA PROTECTION AND PERSONAL INFORMATION +PROTECTION +Cybersecurity and Data Protection +The Cybersecurity Law of the People’s Republic of China (the “Cybersecurity Law”, ʕശɛ͏ձ +جwhich was promulgated on November 7, 2016 and came into effect on June 1, 2017, was +REGULATORY OVERVIEW +–8 5– + + +--- page 95 --- +last amended on October 28, 2025, with such amendments scheduled to take effect on January 1, 2026, +requires that when constructing and operating a network, or providing services through a network, +technical measures and other necessary measures shall be taken in accordance with laws, administrative +regulations and the compulsory requirements set forth in national standards to ensure the secure and stable +operation of the network, to effectively cope with cybersecurity incidents, to prevent criminal activities +committed on the network, and to maintain the integrity, confidentiality and availability of network data. +The Cybersecurity Law emphasizes that any individuals and organizations that use networks must not +endanger cybersecurity or use networks to engage in activities endangering national security, economic +order and social order or infringing the reputation, privacy, intellectual property rights and other lawful +rights and interests of others. The Cybersecurity Law also reiterates certain basic principles and +requirements on personal information protection previously specified in other existing laws and +regulations. The state shall, on the basis of the rules for graded protection of cybersecurity, emphasize the +protection of important sectors and areas such as public telecommunications and information services, +energy, transportation, irrigation, finance, public services, and e-government, etc., and critical information +infrastructure, that, once damaged, disabled or data leaked, may gravely harm national security, national +economy, people’s livelihood, and public interest. Personal information and important data collected and +produced by critical information infrastructure during operation within PRC shall be stored within PRC; +where due to business requirements it is truly necessary to provide it outside of PRC, a security assessment +shall be conducted according to the requirements of relevant departments. Any violation of the provisions +and requirements under the Cybersecurity Law may subject an internet service provider to rectifications, +warnings, fines, confiscation of illegal gains, revocation of business permits, cancellation of business +license, closedown of websites or even criminal liabilities. +The Data Security Law of the People’s Republic of China (the “Data Security Law”, ʕശɛ͏ձ +جwas passed on June 10, 2021 and came into effect on September 1, 2021. The Data Security +Law requires a data processor to establish and improve a whole-process data security management system, +organize data security education and training, and take corresponding technical measures and other +necessary measures to safeguard data security. In conducting data processing activities using the Internet +or any other information networks, a data processor shall perform the above data security protection +obligations on the basis of the hierarchical cybersecurity protection system. Any violation of the +provisions and requirements under the Data Security Law may subject a data processor to rectifications, +warnings, fines, suspension of the related business, revocation of business permits or even criminal +liabilities. +On December 28, 2021, thirteen PRC governmental and regulatory agencies, including the CAC, +promulgated the Cybersecurity Review Measures (جwhich was published on January 4, +2022, and came into effect on February 15, 2022. The Cybersecurity Review Measures specifies that the +procurement of network products and services by critical information infrastructure operators and the +activities of data processing carried out by online platform operators, that raise or may raise “national +security” concerns are subject to strict cybersecurity review by the Office of Cybersecurity Review +established by the CAC. Before the critical information infrastructure operator procures network products +and services, it should assess the potential risk of national security that may be caused by the use of such +products and services. If such use of products and services may give rise to national security concerns, it +should apply for a cybersecurity review by the Cybersecurity Review Office and a report of analysis of +the potential effect on national security shall be submitted when the application is made. In addition, an +online platform operator that possesses the personal information of more than one million users must apply +for a cybersecurity review by the Cybersecurity Review Office, if it plans on listing companies in foreign +countries. The Cybersecurity Review Office may initiate a cybersecurity review if any network products +and services, activities of data processing or overseas listing of companies affects or may affect national +security. Pursuant to the Cybersecurity Review Measures, any violation shall be punished in accordance +with the Cybersecurity Law and the Data Security Law, the sanctions under which include, among others, +government enforcement actions and investigations, fines, penalties and suspension of our non-compliant +REGULATORY OVERVIEW +–8 6– + + +--- page 96 --- +operations. On December 23, 2025, we and our PRC Legal Advisor have conducted a real-name telephone +consultation and communication with the competent regulatory authority, the China Cybersecurity +Review, Certification and Market Regulation Big Data Center (Ⴉᗇձ̹ఙ္၍ɽᅰኽ +ʕː, the “CCRC”), and CCRC has confirmed that a listing in Hong Kong does not fall within the scope +of the term of “listing abroad ( ̮ɪ̹)” under Article 7 of the CAC Measures, and CCRC did not raise +any objection to our proposed Listing, nor did CCRC give any specific instructions requiring us to apply +for cybersecurity review for the proposed Listing. Given that (1) as of the Latest Practicable Date, we had +not been notified by any relevant authorities as a CIIO; (2) CCRC has confirmed that listing in Hong Kong +does not constitute a listing abroad ( ̮ɪ̹); and (3) during the Track Record Period and as of the Latest +Practicable Date, we had not received any notice that we are required to conduct a cybersecurity review +or our product, service, or data processing activity affects or may affect national security, and the +interpretation of products, services or data processing activities that “affect or may affect national +security” under the current PRC laws and regulations requires further clarification from the competent +authorities, therefore, as advised by our PRC Legal Advisor, we were of the view that the CAC Measures +is not applicable to us to the extent that we are not obliged to apply for a cybersecurity review pursuant +to the CAC Measures with respect to our proposed Listing. However, the interpretation and +implementation of these laws and regulations with respect to the cybersecurity review keep evolving, we +cannot assure you that there will not be any additional regulatory requirements regarding the cybersecurity +review relating to the new laws and regulations, and we are suggested by our PRC Legal Advisor that we +should keep abreast of the applicable laws and regulations in this regard and implement all necessary +measures in a timely manner to ensure compliance with the relevant laws and regulations. +On September 24, 2024, the State Council promulgated the Regulations on Cyber Data Security +Management ( ၣഖᅰኽτΌ၍ଣૢԷ), which came into force on January 1, 2025. This regulation clarifies +the general provisions on network data security management, and also further supplements and refines the +specific requirements on personal information protection, important data security management, cross- +border security management of network data, and obligations of network platform service providers. The +Cyber Data Security Regulations do not include the content related to cybersecurity review standards for +listing abroad and in Hong Kong in the Administration Governing the Cyber Data Security (Draft for +Comments), published on November 14, 2021. +On 8 December 2022, the MIIT issued the Measures for the Administration of Data Security in the +Field of Industry and Information Technology (for Trial Implementation) (ʷჯਹᅰኽτΌ၍ +ج(༊Б)), which became effective on 1 January 2023. The measures are aimed to regulate the +processing activities of data in the field of industry and information technology field conducted by +relevant data processors in China. The MIIT Data Security Measures prescribes that data processors in the +field of industry and information technology shall follow the principles of lawfulness and appropriateness +in collecting data. During the data collection process, the data processors shall take corresponding security +measures based on the data security level. The measures apply to industrial enterprises, software and +information technology service companies, and companies holding licenses for operation of +telecommunication services that independently determine the purposes and methods of data processing in +the course of data processing activities. Data processing activities include, among others, the collection, +storage, use, processing, transmission, provision, and disclosure of data. Pursuant to the measures, data in +the field of industry and information technology includes industrial data, telecommunication data, and +radio data generated and collected during the operation of relevant services. The measures provide for the +classification of data in the field of industry and information technology as general, important, or core +data, and provide specific requirements for the management of data classifications and data protection +measures. Data processors processing important data and core data are required to complete filing with +relevant authorities for the catalog of important data and core data. The filing information includes basic +information on the data, such as category, classification, quantity, processing purposes and methods of +data processing, scope of use, liable entities, data sharing, cross-border transfer of data, and data security +protection measures. If over 30% of the quantity (i.e. number of data items or amount of data stored) of +REGULATORY OVERVIEW +–8 7– + + +--- page 97 --- +important and core data changes or there is any material change to other filing information, data processors +must update the filing information with the relevant authorities within three months after such change. In +addition, the measures indicate that the legal representative or principal of the data processor should be +the primary person held accountable for data security and the person in charge of data security should take +direct responsibility for the security of data processing activities. +On July 7, 2022, the CAC officially issued the Measures on Security Assessment of Cross-border +Data Transmission (جwhich became effective and was implemented on September +1, 2022. Based on the Measures, data processors shall apply for the security assessment of data +cross-border transfer to the national cyberspace administration through the provincial cyberspace +administration in the place where they operate if they provide data outside China and fall into one of the +following conditions: (1) data processors provide important data outside China; (2) operators of critical +information infrastructure and data processors who process personal information of over 1 million users +provide personal information outside China; (3) data processors who provide accumulative personal +information of over 100,000 users or accumulative sensitive personal information of over 10,000 users +outside China from January 1 of previous year provide personal information outside China; (4) other +situations required to apply for the security assessment for data cross-border transfer as stipulated by the +national cyberspace administration. On March 22, 2024, the CAC issued the Provisions on Promoting and +Regulating Cross-border Data Flow (֛The New Cross-border Data Flow +Provisions state that if there is any conflict with the Measures on Security Assessment of Cross-border +Data Transmission, the New Cross-border Data Flow Provisions shall prevail. The New Cross-border Data +Flow Provisions set out scenarios under which certain obligations for the cross-border data transfer are +waived, which include, among others, passing the security assessment of cross-border data transfer, +concluding a standard contract for the cross-border transfer of personal information or passing the +personal information protection certification. +Personal Information Protection +Pursuant to the PRC Civil Code (Պ) adopted by the National People’s Congress +on May 28, 2020, and effective on January 1, 2021, personal information of natural persons is protected +by law. Any organization or individual must legally obtain the relevant personal information of others and +must ensure the security of the relevant information, and must not illegally collect, use, process, or +transmit the personal information of others, nor illegally trade, provide, or disclose the personal +information of others. +According to the Personal Information Protection Law of the PRC (ج) +Personal Information Protection Law”) adopted by the SCNPC on August 20, 2021, and effective on +November 1, 2021, personal information of natural persons is protected by law. No organization or +individual may infringe upon natural persons’ rights and interests relating to personal information. The +Personal Information Protection Law integrates previously scattered rules on personal information rights +and privacy protection, and initially establishes a personal information protection system. The Law +clarifies that personal information shall be processed under the principles of lawfulness, legitimacy, +necessity, and good faith and shall be processed for a clear and reasonable purpose, directly related to the +processing purpose and in a manner that has the minimum impact on the rights and interests of individuals, +and limited to the minimum scope necessary for achieving the processing purpose. It shall be processed +under the principle of openness, and the quality of personal information shall be guaranteed and security +measures shall be taken to prevent personal information from being accessed without authorization, +divulged, tampered, or lost. It also stipulates the obligations of a personal information processor. The +Personal Information Protection Law provides that a personal information processor may process personal +information in accordance therewith on the basis of the six circumstances already specified thereunder. No +organization or individual may illegally collect, use, process, or transmit personal information, illegally +buy or sell, provide or make personal information public, or engage in the processing of personal +REGULATORY OVERVIEW +–8 8– + + +--- page 98 --- +information that endangers the national security or public interests. The Personal Information Protection +Law clarifies the definition of “sensitive personal information”, which means personal information that, +once leaked or illegally used, may give rise to discrimination against individuals or endanger personal or +property security, including information on biometrics, religious beliefs, specific identifications, medical +health, financial accounts, and personal whereabouts, among others. Where a personal information +processor processes sensitive personal information with the individual’s consent, a separate consent shall +be obtained from the individual. Where any law or administrative regulation provides that written consent +shall be obtained for processing sensitive personal information, such provision shall prevail. +REGULATIONS ON INTELLECTUAL PROPERTY +Trademark +The Trademark Law of the PRC (جand the Regulation on the Implementation +of the Trademark Law of the PRC (ૢԷ) govern trademark registration, +protection, and usage in China. Enacted on August 23, 1982, and last amended on April 23, 2019, the +Trademark Law, effective from November 1, 2019, follows the “first-to-file” principle. It grants exclusive +rights to trademark registrants, administered by the Trademark Office of the China National Intellectual +Property Administration (ᗆପᛆ҅) (the “NIPA”). +Registered trademarks are valid for ten years, renewable in ten-year increments. Renewal procedures +must be completed within twelve months before expiry, with a possible six-month extension. The +Trademark Office announces trademarks eligible for renewal. Trademark registrants can authorize others +via licensing contracts, but licensing details must be filed with the Trademark Office. Failure to file won’t +affect bona fide third parties. Quality supervision is the licensor’s responsibility, and licensees must +maintain product quality when using the registered trademark. +Patent +The Patent Law of the PRC (جand the Implementation Rules of the Patent +Law of the PRC (ۆgovern patent activities in China. Enacted on March +12, 1984, and last amended on October 17, 2020, the Patent Law became effective on June 1, 2021. The +Patent Office of the NIPA oversees national patent work. Provincial, autonomous region, or municipal +patent administration departments handle local jurisdictions. +The Patent Law and its Implementation Rules recognize three patent types: “invention,” “utility +model” and “design.” Invention patents cover new technical solutions for products, methods, or their +improvements. Utility model patents apply to practical technical solutions for product shapes, structures, +or combinations. Design patents protect new aesthetic designs for products, including shape, pattern, and +color combinations. Invention patents are valid for twenty years, design patents for fifteen years, and +utility model patents for ten years from the application date. +China follows the “first to file” principle, granting patents to the earliest applicant for the same +invention. Patentable inventions or utility models must be novel, inventive, and practical. Patent holders’ +rights are legally protected, allowing others to use the patent only with proper authorization. Unauthorized +use constitutes patent infringement unless specified by law. +Domain Name +According to the Measures for the Administration of Internet Domain Names (ج) +issued by the MIIT on August 24, 2017 (effective from November 1, 2017), and the Implementation Rules +for National Top-Level Domain Name Registration (ۆreleased by the China +REGULATORY OVERVIEW +–8 9– + + +--- page 99 --- +Internet Network Information Center on June 18, 2019 (effective on the same day), domain name owners +must register their domain names. The MIIT oversees China’s Internet domain names, while provincial, +autonomous region, and municipal telecommunications management bureaus are responsible for domain +name services within their respective regions. Registration operates on a “first come, first file” basis. +Applicants must provide accurate information and enter registration agreements with domain name +registration service providers. Upon completing the registration process, applicants become the domain +name holders. +REGULATIONS ON LABOR AND SOCIAL SECURITY +Labor +According to the Labor Law of the PRC (جpromulgated on July 5, 1994 and +amended on August 27, 2009 and December 29, 2018, enterprises shall establish and improve their system +of workplace safety and sanitation, strictly abide by state rules and standards on workplace safety, and +conduct employees training on labor safety and sanitation in the PRC. Labor safety and sanitation facilities +shall comply with statutory standards. Enterprises and institutions shall provide employees with a safe +workplace and sanitation conditions which are in compliance with applicable laws and regulations of labor +protection. +The Labor Contract Law of the PRC (جpromulgated on June 29, 2007 +and amended on December 28, 2012, and the Implementation Rules of the Labor Contract Law of the PRC +(ૢԷ) promulgated on September 18, 2008 set out specific provisions in +relation to the execution, the terms and the termination of a labor contract and the rights and obligations +of the employees and employers, respectively. At the time of hiring, the employers shall truthfully inform +the employees the scope of work, working conditions, working place, occupational hazards, work safety, +salary and other matters which the employees request to be informed about. +Social Insurance and Housing Provident Fund +Pursuant to the Social Insurance Law of the PRC (جwhich was +promulgated on October 28, 2010 and with effect from July 1, 2011 and latest amended on December 29, +2018, and the Interim Regulations on the Collection of Social Insurance Fees (ᎈ൬ᅄᖮᅲБૢԷ) +issued by the State Council on January 22, 1999 and last amended on March 24, 2019, employees shall +participate in basic pension insurance, basic medical insurance and unemployment insurance. Basic +pension, medical and unemployment insurance contributions shall be paid by both employers and +employees. Employees shall also participate in work-related injury insurance and maternity insurance. +Work-related injury insurance and maternity insurance contributions shall be paid by employers rather +than employees. Pursuant to the Notice of the General Office of the State Council on Issuing the Plan for +the Pilot Program of Combined Implementation of Maternity Insurance and Basic Medical Insurance for +Employees (Ι೯<ࣩ>ٝand +Opinions of the General Office of the State Council on Comprehensively Promoting the Implementation +of the Combination of Maternity Insurance and Basic Medical Insurance for Employees ( ਕ৫፬ʮᝂᗫ +จԈ) promulgated on January 19, 2017 and March +6, 2019, the maternity insurance and basic medical insurance for employees shall be consolidated. +According to the Social Insurance Law of PRC, employers must carry out social insurance registration at +the local social insurance agency, provide social insurance and pay or withhold the relevant social +insurance premiums for or on behalf of employees. For employers failing to conduct social insurance +registration, the administrative department of social insurance shall order them to make corrections within +a prescribed time limit; if they fail to do so within the time limit, employers shall have to pay a penalty +over one time but no more than three times of the amount of the social insurance premium payable by +them. Where an employer fails to pay social insurance premiums in full or on time, the social insurance +REGULATORY OVERVIEW +–9 0– + + +--- page 100 --- +premium collection agency shall order it to pay or make up the balance within a prescribed time limit, and +shall impose a daily late fee at the rate of 0.05% of the outstanding amount from the due date; if still +failing to pay within the time limit prescribed, a fine of one time to three times the amount in default will +be imposed on them by the competent administrative department. +According to the Regulations on the Administration of Housing Provident Fund (၍ଣૢ +Է) promulgated on April 3, 1999 and amended on March 24, 2002 and March 24, 2019, employers shall +timely pay the housing provident fund in full and overdue or insufficient payment shall be prohibited. +Employers shall process the housing fund payment and deposit registration in the housing provident fund +administrative center. For enterprises who violate the above laws and regulations and fail to apply for +housing provident fund deposit registration or open housing provident fund accounts for their employees, +the housing provident fund administrative center shall order the relevant enterprises to make corrections +within a designated period. Those enterprises failing to process registration of provident fund accounts for +their employees within the designated period shall be subject to a fine ranging from RMB10,000 to +RMB50,000. When enterprises violate those provisions and fail to pay the housing provident fund in full +amount as due, the housing provident fund administrative center will order such enterprises to pay up the +amount within a prescribed period; if those enterprises still fail to comply with the regulations upon the +expiration of the above-mentioned time limit, further application will be made to the People’s Court for +mandatory enforcement. +Pursuant to the Interpretation (II) of the Supreme People’s Court on Issues Concerning the +Application of Law in the Trial of Labor Dispute Cases (ਪ +༆ᙑ(ɚ)) issued by the Supreme People’s Court on July 31, 2025 and with effect from September 1, +2025, where the employer and the laborer agree, or the laborer promises the employer, that there is no need +to pay social insurance premiums, the people’s court shall determine that such agreement or promise is +invalid. Where the employer fails to pay social insurance premiums in accordance with the law, and the +laborer requests to terminate the labor contract and for the employer to pay economic compensation in +accordance with item (3), Article 38 of the Labor Contract Law, the people’s court shall support such claim +in accordance with the law. Where the circumstances in the preceding paragraph exist, and the employer, +after making up the social insurance premiums in accordance with the law, requests the laborer to return +the social insurance compensation already paid, the people’s court shall support such claim in accordance +with the law. +REGULATIONS ON PRC TAX +Income Tax +According to the PRC Enterprise Income Tax Law (جpromulgated by +the National People’s Congress on March 16, 2007, and most recently amended on December 29, 2018 and +effective from the same date and the Enterprise Income Tax Implementation Regulations ( ʕശɛ͏ձ +ૢԷ) promulgated by the State Council on December 6, 2007, and most recently +amended on April 23, 2019 and effective from the same date, enterprises are divided into resident +enterprises and non-resident enterprises. Resident enterprises are enterprises which are set up in China in +accordance with law, or which are set up in accordance with the law of a foreign country (region) but +which are actually under the administration of institutions in China. Non-resident enterprises are +enterprises which are set up in accordance with the law of a foreign country (region) and whose actual +administrative institution is not in China, but which have institutions or establishments in China, or which +have no such institutions or establishments but have income generated from inside China. Resident +enterprises are subject to a uniform 25% enterprise income tax rate on their worldwide income. The +enterprise income tax rate is reduced by 20% for qualifying small low-profit enterprises. The high-tech +enterprises that need full support from the PRC’s government will enjoy a 15% tax rate reduction for +Enterprise Income Tax. +REGULATORY OVERVIEW +–9 1– + + +--- page 101 --- +Value-added Tax +Pursuant to the PRC V alue-Added Tax Law (جwhich were promulgated by +the SCNPC on December 25, 2024, became effective on January 1, 2026, and the Implementation +Regulations of the PRC V alue-Added Tax Law (ૢԷ), which were +promulgated by the State Council on December 25, 2025, became effective on January 1, 2026, all entities +or individuals (including individual industrial and commercial households) in the PRC engaged in the sale +of goods, services, intangible assets and real estate (hereinafter referred to as taxable transactions) as well +as import goods, are taxpayers of value-added tax, and are required to pay value-added tax (V A T). +According to the Notice on Implementing the Pilot Program of Replacing Business Tax with +V alue-Added Tax in an All-round Manner (Cai Shui [2016] No. 36) (༊ᓃ +ٝ(ৌ[2016] ୋ36)) promulgated by the MOF and the SA T promulgated on March 23, 2016 and +effective from May 1, 2016, and amended on July 11, 2017, December 25, 2017 and March 20, 2019, with +the approval of the State Council, as of May 1, 2016, the pilot program of replacing business tax with V A T +shall be implemented across the country, all business tax taxpayers in the construction industry, the real +estate industry, the financial industry, and the living service industry shall be included in the scope of the +pilot program, and the payment of business tax shall be replaced by the payment of V A T. According to the +Circular on Policies for Simplifying and Consolidating V alue-added Tax Rates (Cai Shui [2017] No. 37) +(ٝ(ৌ[2017]37 )), announced by the MOF and the SA T on April +28, 2017, and effective from July 1, 2017, the structure of value-added tax rates will be simplified from +July 1, 2017, and the 13% V A T rate will be canceled. The scope of goods with 11% tax rate and the +provisions for deducting input tax are specified. +According to the Circular on Adjusting V alue-added Tax Rates of Ministry of Finance and the State +Administration of Taxation (Cai Shui [2018] No. 32) (ٝ +(ৌ[2018]32 )) announced by the MOF and the SA T on April 4, 2018 and effective on May 1, 2018, +from May 1, 2018, where a taxpayer engages in a taxable sales activity for the value-added tax purpose +or imports goods, the previous applicable 17% and 11% tax rates are adjusted to be 16% and 10% +respectively. +According to the Announcement on Relevant Policies for Deepening V alue-Added Tax Reform +(Announcement of the Ministry of Finance of the PRC, the State Taxation Administration and the General +Administration of Customs of the PRC [2019] No. 39) (ʮѓ(e +ਕᐼ҅eऎᗫᐼʮѓ2019 ϋୋ39)) announced by the MOF, the SA T, and the General Administration +of Customs on March 20, 2019 and effective from April 1, 2019, with respect to V A T taxable sales or +imported goods of a V A T general taxpayer, the originally applicable V A T rate of 16% shall be adjusted to +13%; the originally applicable V A T rate of 10% shall be adjusted to 9%. +REGULATORY OVERVIEW +–9 2– + + +--- page 102 --- +OVERVIEW +We are a provider of core components of robotic precision transmission in China. +Our Company was incorporated as a joint stock company under the laws of the PRC in November +2013. We ranked No. 2 among all the robotic harmonic reducer providers in China, in terms of shipment +volume in 2025, with a market share of 21.4%, and ranked No. 2 in terms of revenue, with a market share +of 12.9%, according to the CIC Report. Since our establishment, we have conducted several rounds of +pre-IPO investments to fund our strategic growth and broaden our shareholder base. See “—Pre-IPO +Investments” for details. +As of the Latest Practicable Date, Mr. Zhang collectively controlled 32.67% of the voting power at +the general meetings of our Company, comprising (i) 4.13% beneficially owned by Mr. Zhang directly, (ii) +23.45% held through Laifu Investment, where its general partner, Shengzhou Shunhe Information +Consulting Co., Ltd. (ʮ̡), is controlled by Mr. Zhang, and (iii) 5.09% held +through Jieyang Information, where Mr. Zhang acts as the general partner. Upon the Listing, Mr. Zhang +will collectively control 28.42% of the voting power at the general meetings of our Company through the +aforementioned interests and voting arrangements. Therefore, Mr. Zhang, together with Laifu Investment +and Jieyang Information, will be the Single Largest Group of Shareholders upon the Listing. +BUSINESS MILESTONES +The following table illustrates our major business milestones: +Y ear Milestones +2013 /H1100/H1100/H1100/H1100/H1100Our Company was incorporated as joint stock company in the PRC. +2013 /H1100/H1100/H1100/H1100We commenced R&D of the robotic precision transmission component. +2015 /H1100/H1100/H1100/H1100/H1100We commenced commercialization of our LS series products, which are the +predecessors of our current harmonic reducers. +2016 /H1100/H1100/H1100/H1100/H1100We commenced commercialization of our LH series products, which are the +predecessors of our current harmonic reducers. +2018 /H1100/H1100/H1100/H1100/H1100We became the second largest domestic brand of harmonic reducers in the PRC, with +sales covering industrial robots and other automation equipment. +2022 /H1100/H1100/H1100/H1100/H1100We commenced research and development of robot joint modules and were +recognized as a national-level “Specialized, Refined, Distinctive and Innovative +Little Giant” enterprise. +2023 /H1100/H1100/H1100/H1100/H1100We completed the upgrade of tooth profile and completed the research and +development of our proprietary /H9254-tooth FS and FH series products. We commenced +the research and development of high torque series products. +2023 /H1100/H1100/H1100/H1100/H1100We commenced commercialization of our high-voltage joint module. +2024 /H1100/H1100/H1100/H1100/H1100We commenced commercialization of our low-voltage joint module. +2025 /H1100/H1100/H1100/H1100/H1100We commenced commercialization of our double-steel-wheel harmonic reducer. +HISTORY AND CORPORATE STRUCTURE +–9 3– + + +--- page 103 --- +Y ear Milestones +2025 /H1100/H1100/H1100/H1100/H1100We commenced commercialization of our robotic arm. +2025 /H1100/H1100/H1100/H1100/H1100We were recognized as a national-level “Key Specialized, Refined, Distinctive and +Innovative Little Giant” enterprise. +OUR COMPANY +Our Company’s Early Development +On November 26, 2013, our Company was established as a joint stock company under the laws of +the PRC by Shengzhou Xinhua Bearing Co., Ltd. (ʮ̡) (“Shengzhou Xinhua”), +Mr. Y uan Anfu ( τబ) (“Mr. Y uan”) and Mr. Wang Changmao (߱ڗMr. Wang”), being our +promoters, with a registered capital of RMB10.0 million. Shengzhou Xinhua, a company engaged in the +manufacturing and sales of bearings and accessories, was wholly owned by Ms. Yin Qiqi ( ʙೡ), a +family member of Mr. Zhang. Mr. Y uan, worked as a professor of Nanjing University of Information +Science and Technology (ʈɽኪ) from January 2005 to December 2024. Mr. Wang, a chairman +of the board of director of Zhejiang LVHE Ecological Technology Co., Ltd. (ࠢ +ʮ̡) since January 2019. Each of Mr. Y uan and Mr. Wang was an Independent Third Party. Upon +incorporation, our Company was owned by Shengzhou Xinhua, Mr. Y uan and Mr. Wang as to 51.00%, +40.00% and 9.00%, respectively. +Pursuant to the Shareholders’ resolutions dated December 1, 2015, the registered share capital of our +Company was increased from RMB10.0 million to RMB20.0 million, with the additional RMB9.1 million +subscribed by Laifu Investment and RMB0.9 million subscribed by Mr. Wang. On December 9, 2015, +(i) Shengzhou Xinhua entered into a share transfer agreement with Laifu Investment, pursuant to which +Shengzhou Xinhua agreed to transfer its 25.50% equity interest in our Company to Laifu Investment at the +consideration of RMB5.1 million, and (ii) Mr. Y uan entered into a share transfer agreement with +Mr. Zhang, pursuant to which Mr. Y uan agreed to transfer his 5.00% equity interest in our Company to +Mr. Zhang at the consideration of RMB1.0 million. Upon completion of such capital increase and share +transfer, Shengzhou Xinhua ceased to be our Shareholder and our Company was owned by Laifu +Investment, Mr. Y uan, Mr. Wang and Mr. Zhang as to 71.00%, 15.00%, 9.00% and 5.00%, respectively. +On August 8, 2016, (i) Mr. Y uan entered into a share transfer agreement with Mr. Peng Shengliang +(ు௷Ԅ) (“Mr. Peng”), the manufacturing director of the company, pursuant to which Mr. Y uan agreed to +transfer his 2.5% equity interest in our Company to Mr. Peng Shengliang at the consideration of RMB0.5 +million, and (ii) Mr. Y uan entered into a share transfer agreement with Mr. Y ang Ran ( เዷ) (“Mr. Y ang”), +the then research and development director of the Company, pursuant to which Mr. Y uan agreed to transfer +his 1% equity interest in our Company to Mr. Y ang at the consideration of RMB0.2 million. Pursuant to +the Shareholders’ resolutions dated August 16, 2016, the registered share capital of our Company was +increased from RMB20.0 million to RMB30.0 million, with the additional RMB7.1 million subscribed by +Laifu Investment, RMB0.9 million subscribed by Mr. Wang, RMB0.5 million subscribed by Mr. Zhang, +RMB1.15 million subscribed by Mr. Y uan, RMB0.1 million subscribed by Mr. Y ang and RMB0.25 million +subscribed by Mr. Peng. Upon completion of such share transfer and capital increase, our Company was +owned by Laifu Investment, Mr. Y uan, Mr. Wang, Mr. Zhang, Mr. Peng and Mr. Y ang Ran as to 71.00%, +11.50%, 9.00%, 5.00%, 2.50% and 1.00%, respectively. +Shareholding changes in respect of our Single Largest Group of Shareholders +(a) Equity Transfers and Capital Increase in August 2016 +On August 16, 2016, the then shareholders of our Company, Laifu Investment, Mr. Wang, Mr. Zhang +and Mr. Y uan, resolved to increase the registered capital of our Company from RMB20.0 million to +HISTORY AND CORPORATE STRUCTURE +–9 4– + + +--- page 104 --- +RMB30.0 million, and the increase in registered capital of RMB10.0 million was subscribed as to RMB7.1 +million by Laifu Investment, RMB0.9 million by Mr. Wang, RMB0.5 million by Mr. Zhang, RMB1.15 +million by Mr. Y uan, RMB0.1 million by Mr. Y ang and RMB0.25 million by Mr. Peng. +Upon the completion of the equity transfers and capital increase on August 17, 2016, our Company +was owned as to 71.00%, 11.50%, 9.00%, 5.00%, 2.50% and 1.00% by Laifu Investment, Mr. Y uan, Mr. +Wang, Mr. Zhang, Mr. Peng and Mr. Y ang, respectively. +(b) Equity Transfers and Capital Increase in January 2018 +On December 29, 2017, the then shareholders of our Company resolved to approve the following +equity transfers to Jieyang Information including (i) the transfer of 3.15% equity interests in our Company +held by Laifu Investment at the consideration of RMB1.18 million; (ii) the transfer of 0.63% equity +interests in our Company held by Mr. Zhang at the consideration of RMB0.24 million; (iii) the transfer +of 1.13% equity interests in our Company held by Mr. Wang at the consideration of RMB0.42 million; (iv) +the transfer of 1.44% equity interests in our Company held by Mr. Y uan at the consideration of RMB0.54 +million; (v) the transfer of 0.31% equity interests in our Company held by Mr. Peng at the consideration +of RMB0.12 million; and (vi) the transfer of 0.13% equity interests in our Company held by Mr. Y ang at +the consideration of RMB0.047 million. +On the same day, the then shareholders of our Company further resolved to increase the registered +capital of our Company from RMB37.50 million to RMB50.91 million, and the increase in registered +capital of RMB13.41 million was subscribed as to RMB10.53 million by Beta Achieve and RMB2.88 +million by Rushan Huian, respectively. Additionally, RMB25.97 million subscribed by Beta Achieve and +RMB7.12 million subscribed by Rushan Huian shall also be converted into our Company’s capital +reserves. +Upon the completion of the equity transfers and capital increase on January 11, 2018, our Company +was owned as to 39.52% by Laifu Investment, 20.68% by Beta Achieve, 12.29% by Rushan Huian, 7.37% +by Rushan Xinxing, 5.71% by Mr. Y uan, 5.00% by Jieyang Information, 4.47% by Mr. Wang, 2.48% by +Mr. Zhang, 1.24% by Mr. Peng, 0.74% by Mr. Wang Y ong and 0.50% by Mr. Y ang, respectively. +(c) Equity Transfers in July 2018 +On July 13, 2018, the then shareholders of our Company resolved to approve the following equity +transfers including (i) the transfer of 5.71% equity interests in our Company held by Mr. Y uan to Mr. +Zhang at the consideration of RMB5.82 million; (ii) the transfer of 4.29% equity interests in our Company +held by Mr. Wang to Mr. Zhang at the consideration of RMB4.37 million; (iii) the transfer of 0.18% equity +interests in our Company held by Mr. Wang to Laifu Investment at the consideration of RMB0.19 million; +(iv) the transfer of 1.24% equity interests in our Company held by Mr. Peng to Laifu Investment at the +consideration of RMB1.27 million; (v) the transfer of 0.50% equity interests in our Company held by +Mr. Y ang to Laifu Investment at the consideration of RMB0.51 million. +Upon the completion of the equity transfers on July 26, 2018, our Company was owned as to 41.44% +by Laifu Investment, 20.68% by Beta Achieve, 12.48% by Mr. Zhang, 12.29% by Rushan Huian, 7.37% +by Rushan Xinxing, 5.00% by Jieyang Information and 0.74% by Mr. Wang Y ong, respectively. +(d) Equity Transfer Capital Increase in April 2019 +On April 26, 2019, the then shareholders of our Company resolved to approve the equity transfer to +Guozhong SME Fund and increase the registered capital of our Company from RMB58.17 million to +RMB62.24 million. +HISTORY AND CORPORATE STRUCTURE +–9 5– + + +--- page 105 --- +Upon the completion of the equity transfer and capital increase on May 5, 2019, our Company was +owned as to 33.90% by Laifu Investment, 18.35% by Beta Achieve, 10.79% by Guozhong SME Fund, +10.23% by Sushang JVC, 10.06% by Rushan Huian, 6.03% by Rushan Xinxing, 5.96% by Mr. Zhang, +4.09% by Jieyang Information and 0.60% by Mr. Wang Y ong, respectively. +(e) Capital Increase in November 2021 +On November 1, 2021, the then shareholders of our Company resolved to increase the registered +capital of our Company from RMB65.73 million to RMB67.76 million, and was agreed that Jieyang +Information shall subscribe for RMB17.47 million to our Company’s newly increased registered capital +and RMB15.44 million shall be converted into our Company’s capital reserves. +Upon the completion of the capital increase on November 17, 2021, our Company was owned as to +31.14% by Laifu Investment, 16.85% by Beta Achieve, 9.91% by Guozhong SME Fund, 9.39% by +Sushang JVC, 9.24% by Rushan Huian, 6.76% by Jieyang Information, 5.53% by Rushan Xinxing, 5.48% +by Mr. Zhang, 5.15% by Haian Huijun and 0.55% by Mr. Wang Y ong, respectively. +Pre-IPO Investments +To fund our strategic growth and broaden our shareholder base, we have conducted several rounds +of pre-IPO investments since the incorporation of our Company. See “—Pre-IPO Investments” for details. +OUR PRINCIPAL SUBSIDIARIES +The following entities were our subsidiaries which made material contribution to our results of +operations during the Track Record Period. +Name +Place of +incorporation Date of incorporation Principal business activities +Shengzhou Laifual /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC July 9, 2019 Research and +development of +Company’s products +Jiangsu Laifual /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC March 18, 2020 Marketing, product +distribution and +customer service +Xiamen Laifual /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC December 9, 2021 Marketing, product +distribution and +customer service +CmdRob /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC November 17, 2022 Research and +development of +complex joint +modules and related +products +Chongqing Laifual /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100PRC September 1, 2025 Research and +development of +harmonic reducers +and related products +MATERIAL ACQUISITIONS AND DISPOSALS +During the Track Record Period and up to the Latest Practicable Date, we did not conduct any +material acquisition or disposal. +HISTORY AND CORPORATE STRUCTURE +–9 6– + + +--- page 106 --- +PRE-IPO INVESTMENTS +Principal Terms of the Pre-IPO Investments +The table below summarizes the principal terms of the pre-IPO investments: +Name of Pre-IPO +Investor(s) Date of contract +Date of +settlement +Registered +capital of our +Company +subscribed +for/ acquired Consideration (2) +Cost per +Share paid (3) +Discount to +the Offer +Price (4) +(RMB) (RMB) (RMB) (%) +Series A Investment (Pre-money valuation: RMB90.0 million; Post-money valuation: RMB100.0 million) +Equity subscription +Zhuji Rushan Huian +V enture Capital +Partnership (L.P .). +(መνʆිτ௴ุҳ +༟ΥྫΆุ(Υྫ)) +(“Rushan Huian”) /H1100/H1100/H1100 +July 25, 2017 July 28, 2017 3,375,000 9.0 million 2.67 96.54 +Mr. Wang Y ong ( ˮग)/H1100/H1100July 25, 2017 August 17, +2017 +375,000 1.0 million 2.67 96.55 +Series B Investment (Pre-money valuation: RMB130.0 million; Post-money valuation: RMB176.5 million) +Equity subscription +Beta Achieve /H1100/H1100/H1100/H1100/H1100/H1100/H1100December 29, +2017 +February 24, +2018 +10,528,846 36.5 million 3.47 95.51 +Rushan Huian /H1100/H1100/H1100/H1100/H1100/H1100/H1100December 29, +2017 +February 8, +2018 +2,884,616 10.0 million 3.47 95.51 +Series C Investment (Pre-money valuation: RMB400.0 million; Post-money valuation: RMB457.0 million) +Equity subscription +Beta Achieve /H1100/H1100/H1100/H1100/H1100/H1100/H1100July 5, 2018 March 20, +2019 +890,986 7.0 million 7.86 89.83 +Suzhou Sushang Joint +V enture Capital +Partnership (L.P) +(ᘽψᘽਠᑌΥପุҳ +༟ΥྫΆุ(Υྫ)) +(“Sushang JVC”) /H1100/H1100/H1100 +July 5, 2018 July 20, 2018 6,364,183 50.0 million 7.83 89.86 +Series D Investment (Pre-money valuation: RMB500.0 million; Post-money valuation: RMB565.0 million) +Equity subscription +Guozhong SME Fund /H1100/H1100March 20, 2019 May 14, 2019 4,071,804 35.0 million 8.60 88.88 +Haian Huijun Jincai +Phase I Industrial +Investment Partnership +Enterprise (L.P .) ( ऎτ +ৌɓಂପุҳ༟ +ΥྫΆุ(Υྫ)) +(“Haian Huijun”) /H1100/H1100/H1100 +October 20, +2019 +March 30, +2020 +3,490,118 30.0 million 8.60 88.88 +Equity transfer +Guozhong SME Fund +(5) /H1100March 20, 2019 May 14, 2019 2,644,029 15.0 million 5.67 92.66 +Series E Investment (Pre-money valuation: RMB700.0 million; Post-money valuation: RMB780.0 million) +Equity subscription +HISTORY AND CORPORATE STRUCTURE +–9 7– + + +--- page 107 --- +Name of Pre-IPO +Investor(s) Date of contract +Date of +settlement +Registered +capital of our +Company +subscribed +for/ acquired Consideration (2) +Cost per +Share paid (3) +Discount to +the Offer +Price (4) +(RMB) (RMB) (RMB) (%) +China Electronics CICC +(Xiamen) Intelligent +Industry Equity +Investment Fund +Partnership (L.P) +(ږ(ژ)౽ঐପ +ΥྫΆ +ุ(Υྫ)) +(“CEC CICC Fund”) /H1100 +November 19, +2021 +November 29, +2021 +3,872,198 40.0 million 10.33 86.63 +Lenovo Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100November 19, +2021 +December 9, +2021 +3,872,198 40.0 million 10.33 86.63 +Equity Transfers +CEC CICC Fund +(6) /H1100/H1100/H1100/H1100November 19, +2021 +November 29, +2021 +1,210,061 10.0 million 8.26 89.31 +Lenovo Fund (7) /H1100/H1100/H1100/H1100/H1100/H1100November 19, +2021 +January 25, +2022 +1,210,061 10.0 million 8.26 89.31 +Series E+ Investment (Pre-money valuation: RMB900.0 million; Post-money valuation: RMB965.0 million) +Equity subscription +Redview Capital +Investment XIV +Limited (“Redview”) /H1100 +December 29, +2021 +February 11, +2022 +5,453,345 65.0 million 11.92 84.58 +Series F Investment (Pre-money valuation: RMB1.35 billion; Post-money valuation: RMB1.50 billion) +Equity subscription +CDBC Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100October 27, +2022 +October 31, +2022 +8,995,689 150.0 million 16.67 78.42 +Equity transfers +Shanghai Hongyu +Aviation Industry +Equity Investment +Partnership (L.P) ( ɪ +ᛆҳ +༟ΥྫΆุ(Υྫ)) +(“Hongyu +Investment”) +(8) /H1100/H1100/H1100/H1100/H1100 +October 12, +2022 +November 4, +2022 +3,182,092 46.7 million 14.67 81.01 +Tianjin Haihe Furui +Equity Investment +Fund Partnership (L.P) +(ᛆҳ +ΥྫΆุ(ࠢ +Υྫ)) (“Haihe +Furui”) +(9) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +December 9, +2022 +January 20, +2023 +1,551,956 22.8 million 14.67 81.01 +HISTORY AND CORPORATE STRUCTURE +–9 8– + + +--- page 108 --- +Name of Pre-IPO +Investor(s) Date of contract +Date of +settlement +Registered +capital of our +Company +subscribed +for/ acquired Consideration (2) +Cost per +Share paid (3) +Discount to +the Offer +Price (4) +(RMB) (RMB) (RMB) (%) +Hangzhou Runxin +Dianjing Equity +Investment Partnership +(L.P) (ٰ +ᛆҳ༟ΥྫΆุ(ࠢ +Υྫ)) (“Runxin +Dianjing”) +(9) /H1100/H1100/H1100/H1100/H1100/H1100 +December 19, +2022 +January 17, +2023 +1,362,983 20.0 million 14.67 81.01 +(1) The post-money valuation is calculated by dividing the total consideration of equity subscriptions under the relevant round +of the Pre-IPO investment by the percentage of the new subscribed equity interest in the total registered capital of our +Company at the relevant time. The pre-money valuation is calculated by excluding the total consideration of equity +subscriptions from the post-money valuation under the relevant round of the pre-IPO investment. The valuation of our +Company has been increasing along with our rapid business development. +(2) The consideration for the Pre-IPO investments was determined based on arm’s length negotiations between the Company and +the Pre-IPO Investors, taking into account the timing of the investments and the status of our business and financial +performance. Under certain transfers of equity interest between our investors, the relevant investors considered various +factors, such as timing of the transaction, past or present relationships between the parties and their respective bargaining +power in the negotiations when determining the consideration, in addition to the then valuation of our Company, and thus +agreed on a discount to the then valuation. +(3) The cost per Share is calculated based on dividing the consideration by the number of Shares subscribed or acquired taking +into consideration the capital increase resulted from the capital reserve conversion. +(4) The discount to the Offer Price is calculated based on the assumption that the Offer Price is HK$81.25 per H Share, being +the mid-point of the indicative Offer Price range of HK$77.00 to HK$85.50 per H Share, and that the Over-allotment Option +is not exercised. +(5) The equity interest was transferred from Mr. Zhang. +(6) The equity interest was transferred from Mr. Wang Y ong and Zhejiang Rushan Xinxing V enture Capital Co., Ltd. ( एϪνʆ +ʮ̡) (“Rushan Xinxing”). Upon the completion of such equity transfers, Mr. Wang Y ong and Rushan +Xinxing ceased to be our Shareholder. +(7) The equity interest was transferred from Beta Achieve. +(8) The equity interest was transferred from Sushang JVC. +(9) The equity interest was transferred from Rushan Xinxing. Rushan Xinxing was our previous investor and upon the completion +of such equity transfers, Rushan Xinxing ceased to be our Shareholder. +Reasons for Fluctuations in Valuation in the Pre-IPO Investments +The principal reasons for the significant increases in our Company’s valuation from the previous +rounds of Pre-IPO Investments to the Listing are as follows: +(1) the increase in valuation from the Series B investment to Series C investment was mainly due +to the significant growth in business performance in 2018 comparing to that of 2017, with +shipments exceeding 40,000 units, demonstrating that the Company’s harmonic reducers have +entered the mass production stage; +(2) the increase in valuation from the Series D investment to Series E investment was mainly due +to (i) an increase in investor’s awareness of our Company and the harmonic reducer industry +arising from the expanding applications of cobots in the market and our Company being the +then second largest domestic harmonic reducer provider in the PRC in terms of shipment +volume, and (ii) the significant increase in our sales revenue; +HISTORY AND CORPORATE STRUCTURE +–9 9– + + +--- page 109 --- +(3) the increase in valuation from the Series E+ investment to Series F investment was mainly due +to the Company completed the research and development of joint modules and completed +sample production in 2022. During the same period, the self-produced cross bearings began to +be used in bulk, and the business performance also showed significant growth; +(4) the increase in valuation from the Series F investment to the Listing was mainly due to (i) an +expansion in the downstream humanoid robotics market leading to an increase in demand in our +products; (ii) the continuous development of our products, (iii) the further achievement in +commercialization of our products, and (iv) the premium attached to the Shares of our +Company as they become freely tradeable upon the Listing. +Use of Proceeds from the Pre-IPO Investments +The proceeds received by us from the pre-IPO investments which involved subscriptions of increased +registered capital of our Company amounted to approximately RMB483.6 million. As of the Latest +Practicable Date, all of the proceeds from the pre-IPO investments had been utilized for our general +operation and working capital purposes. +Special Rights of Our Pre-IPO Investors +In connection with the pre-IPO investments, our Pre-IPO Investors were granted certain special +rights, including, among others, pre-emptive right, right of first refusal, right of co-sale, right to receive +dividend, redemption right, information right, inspection right, anti-dilution right, drag-along right and +special rights in liquidation pursuant to our current effective shareholders agreement and articles of +association. In anticipation of the Global Offering, our Shareholders entered into the special rights +termination agreement dated December 25, 2025, pursuant to which, among others, (i) their redemption +rights are terminated before the submission of application for the Listing by us and (ii) all other special +rights granted to our Pre-IPO Investors shall be terminated before the Listing. Their redemption rights and +all other special rights which have been or will be terminated shall be reinstated upon the occurrence of +the following circumstances: (i) the Company withdraws its listing application (including voluntary or +involuntary withdrawal); (ii) the Stock Exchange and/or the SFC rejects the Company’s listing application; +(iii) the Stock Exchange and/or the SFC returns the Company’s listing application; (iv) the CSRC +terminates the Company’s filing procedure for the application to list its H Shares; or (v) the Company is +unable to complete the Listing within 24 months of its first submission of listing application. +Compliance with the Guide +Based on the fact that (i) the consideration for the pre-IPO investments was irrevocably settled more +than 28 days before the date of the first submission of the first listing application form, and (ii) the special +rights granted to the Pre-IPO Investors shall be terminated in compliance with Chapter 4.2 of the Guide, +the Sole Sponsor has confirmed that the pre-IPO investments are in compliance with the Chapter 4.2 of +the Guide. +Information regarding Our Principal Pre-IPO Investors +Set out below is a description of our Sophisticated Independent Investors (including Pathfinder SIIs) +and other principal Pre-IPO Investors (being sophisticated investors such as private equity funds and +corporations, and that have made meaningful investments in our Company). Among our Pre-IPO Investors, +we have four Sophisticated Independent Investors, two of which are Pathfinder Sophisticated Independent +Investors. To the best knowledge of our Directors, each of our Sophisticated Independent Investors and +other principal Pre-IPO Investors is independent from and not connected with any Director, chief +executive or substantial Shareholder of our Company, or its subsidiaries, or any of their respective close +associates, and each of such Pre-IPO Investors is independent from each other. +HISTORY AND CORPORATE STRUCTURE +– 100 – + + +--- page 110 --- +Our Pathfinder SIIs +Lenovo Fund +Lenovo Fund is an investment vehicle established in the PRC as a limited partnership on May 16, +2018. Lenovo Fund is owned by Hubei Y angtze Zhiji Xingyuan Investment Management Centre (Limited +Partnership) (ʉБჃҳ༟၍ଣʕː(Υྫ)) (“Zhiji Xingyuan”) as to 1.00% as its general +partner, and Lenovo Zhiyuan (Tianjin) Technology Co., Ltd. (Ⴣ(ݵ)ʮ̡) (“Lenovo +Zhiyuan”), Hubei Y angtze Industrial Investment Fund Partnership (Limited Partnership) (Ϫପุҳ +ΥྫΆุ(Υྫ)) (“Y angtze Industrial Fund”), and Wuhan Optics V alley Industrial Investment +Co., Ltd. (ʮ̡) (“Optics V alley Industrial Investment”) which is ultimately +controlled by Management Committee of Wuhan East Lake High-Tech Development Zone (ಳอҦ +ึ), a state-owned enterprise, as to 50.00%, 39.00% and 10.00%, respectively. Pursuant +to the relevant partnership agreement, the general partner of Lenovo Fund has the authority to manage and +control the affairs of the partnership and has the right to determine the partnership’s investment matters +through the investment decision committee. As of the Latest Practicable Date, the general partner of +Y angtze Industrial Fund was Changjiang Industrial Investment Private Equity Fund Management Co., Ltd. +(ʮ̡), holding 0.25% general partner interests, and Changjiang +Industrial Investment Group Co., Ltd. (ʮ̡), which was wholly-owned by +State-owned Assets Supervision and Administration Commission of the People’s Government of Hubei +Province (ึ), being the only limited partner, held 99.75% limited +partner interests in Y angtze Industrial Fund. Both of Zhiji Xingyuan and Lenovo Zhiyuan are controlled +by Lenovo Group Limited (ʮ̡) (stock code: 0992.HK) (“Lenovo Group”) through +contractual arrangements. To the best knowledge of our Company, Lenovo Group and Y angtze Industrial +Fund and their respective ultimate beneficial owners are Independent Third Parties. +Our Company became acquainted with Lenovo Group by way of industry conference. As of the +Latest Practicable Date and throughout the pre-application 12-month period, Lenovo Fund held +approximately 5.65% of the total issued Shares of our Company. Lenovo Group is a key participant in the +technology and information services industry, committed to supporting digital transformation for +enterprises. As the world’s largest personal computer manufacturer, Lenovo Group leverages the proven +practices from its global smart factories to output validated smart manufacturing technologies and +solutions to its supply chain partners, empowering the digital transformation and upgrading of the +manufacturing ecosystem. According to CIC, Lenovo Group was a key participant in the downstream +intelligent devices and robotic industry of the Company in terms of revenue in China as of May 30, 2021 +(being a date not more than six months prior to the date on which Lenovo Fund signed the relevant +definitive agreement for its investment in our Company) and September 30, 2025, respectively. Lenovo +Group’s market share in the downstream intelligent devices and robotic industry in terms of intelligent +devices sales volume, was 6.7% and 8.0% in 2020 and 2025, respectively, ranking it among the top five +downstream intelligent device suppliers in both years, according to CIC. As Lenovo Group meets the +threshold set out in Chapter 2.5 of the Guide and Lenovo Fund is ultimately managed by Lenovo Group, +thus Lenovo Fund qualifies as a SII. +CDBC Fund +CDBC Fund is a limited partnership established under the laws of the PRC. The general partner of +CDBC Fund is CDBC Investment Fund Management Co., Ltd. (பʮ̡) (“CDBC +Investment”), holding 0.2% general partner interests in it, a company wholly owned by China +Development Bank Capital Co., Ltd (பʮ̡) (“CDB Capital”) which is ultimately +controlled by Ministry of Finance (). The decisions relating to investments and +operational management are made by its investment committee in accordance with its constitutional +documents. The only limited partner of CDBC Fund is National Manufacturing Transformation and +HISTORY AND CORPORATE STRUCTURE +– 101 – + + +--- page 111 --- +Upgrade Fund Co., Ltd. (ʮ̡) (“National MTU Fund”) which no +shareholders hold 30% or more interests in it, holding 99.80% partnership interests in CDBC Fund. CDBC +Investment, CDB Capital and National MTU Fund and their respective ultimate beneficial owners are an +Independent Third Parties. +The Group became acquainted with of CDBC Fund by way of investment roadshow. Founded in May +2020, CDBC Fund is a leading investment management firm that specializes in private equity, with a +primary focus on equity investments in advanced manufacturing sectors such as artificial intelligence, new +energy and aerospace. Portfolio companies of CDBC Fund include Beijing Fourth Paradigm Technology +Co., Ltd. (ʮ̡) (stock code: 06682), WeRide Inc. (stock code: 0800), +Haohua Chemical Science & Technology Corp., Ltd. (ʮ̡) (stock code: +600378.SH), Hebei Zhongci Electronic Technology Co., Ltd. (ʮ̡) (stock +code: 003031.SZ), CICT Mobile Communication Technology Co., Ltd. (ʮ +̡) (stock code: 688387) and Shenzhen Y oujia Innovation Technology Co., Ltd. (΅ +ʮ̡) (stock code: 02431.HK). +As of the Latest Practicable Date and throughout the pre-application 12-month period, CDBC Fund +held approximately 10.00% of the total issued Shares of our Company. The AUM of CDBC Investment +was over RMB26.2 billion as of September 30, 2022 (being a date not more than six months prior to the +date on which CDBC Fund signed the relevant definitive agreement for its investment in our Company), +and over RMB46.3 billion as of September 30, 2025, respectively. As the AUM of CDBC Investment +meets the threshold set out in Chapter 2.5 of the Guide, and the investment decisions of CDBC Fund are +ultimately managed and controlled by CDBC Investment, CDBC Fund qualifies as a SII. +Our Other SIIs +Beta Achieve +Beta Achieve is a limited liability company established in Hong Kong and owned by (i) Northern +Light V enture Fund V , L.P . as to 91.67%, (ii) Northern Light Strategic Fund V , L.P . as to 7.17%, and (iii) +Northern Light Partners Fund V , L.P as to 1.16%. The three limited partnerships are exempted limited +partnerships established in the Cayman Islands and are managed by Northern Light Partners V , L.P . which +is managed by Northern Light V enture Capital V , Ltd. (“Northern Light V enture Capital”) as its general +partner. Northern Light V enture Fund V , L.P . has 23 limited partners, Northern Light Strategic Fund V , L.P . +has four limited partners, and Northern Light Partners Fund V , L.P . has nine limited partners. No limited +partner holds 30% or more of the interests. The limited partners of the three limited partnerships primarily +consist of institutional investors, such as endowments and foundations. Northern Light V enture Capital +and its ultimate beneficial owner, Feng Deng, are Independent Third Parties. Beta Achieve serves as a +dedicated investment vehicle for Northern Light V enture Capital, a venture capital firm committed to +investing in early-stage, technology-driven innovative companies, with a primary focus on the new +technology, healthcare, and new consumer industries. The investment committee of Beta Achieve is +composed of two members, appointed by the its board of directors. Investment decisions of Beta Achieve +are rendered through a majority vote of the members present at a duly convened meeting. The members +of such investment committee typically possess extensive experience and profound insights in venture +capital, private equity investment, technology, or other relevant industries. Their responsibilities +encompass the comprehensive evaluation, approval, and ongoing monitoring of Beta Achieve’s investment +portfolio. The establishment of Beta Achieve was formally approved by the investment committee of +Northern Light V enture Capital. +HISTORY AND CORPORATE STRUCTURE +– 102 – + + +--- page 112 --- +Northern Light V enture Capital was founded by Mr. Deng Feng in 2005 and is a venture capital firm +focusing on early-stage technology innovation companies. Since 2005, Northern Light V enture Capital has +invested in over 400 companies. Its investment portfolio includes multiple listed companies. We were +introduced to the partners of Northern Light V enture Capital through an introduction by industry peers. As +of the Latest Practicable Date, Beta Achieve held approximately 11.35% of the total issued shares of the +Company. +The AUM of Northern Light V enture Capital was approximately HK$21.6 billion as of September 30, +2017 (being a date not more than six months prior to the date on which of Beta Achieve signed the relevant +definitive agreement for its investment in our Company), and approximately HK$28.0 billion as of +September 30, 2025, respectively. Beta Achieve is one of the investment vehicles under Northern Light +V enture Capital. As the AUM of Northern Light V enture Capital meets the threshold set out in Chapter 2.5 +of the Guide, and the investment decisions of Beta Achieve are ultimately managed and controlled by +Northern Light V enture Capital, Beta Achieve qualifies as a SII. +Guozhong SME Fund +Guozhong SME Fund is a limited partnership established under the laws of the PRC and is the first +entity fund of National Small and Medium Sized Enterprise Development Fund Co., Ltd. (ʕʃΆุ +ʮ̡). The general partner of Guozhong SME Fund is Shenzhen Guozhong V enture Capital +Management Co., Ltd. (ʮ̡) (“Guozhong Capital”), a company which is +ultimately controlled by Mr. Shi Anping (τ̻), an Independent Third Party. Pursuant to the relevant +partnership agreement, the general partner of Guozhong SME Fund is authorised to make decisions in +respect of investments and operational management of the Fund. The other eight limited partners and their +respective ultimate beneficial owners of Guozhong SME Fund are Independent Third Parties and none of +the limited partners holds 30% or more partnership interest in Guozhong SME Fund. +The Group became acquainted with Guozhong SME Fund by way of investment roadshow. Founded +in December 2015, Guozhong SME Fund primarily focuses on investments in the fields of green, +low-carbon and new energy automobiles, semiconductors and electronic information, new materials and +advanced manufacturing, healthcare, AI+ and body intelligence, artificial intelligence applications, new +displays and smart terminals. Portfolio companies of Guozhong SME Fund include Shenzhen Seichi +Technologies Co., Ltd. (ʮ̡) (stock code: 688627.SH), Suzhou Oriental +Semiconductor Company Limited (ʮ̡) (stock code: 688261.SH), Henan Shijia +Photons Technology Co., Ltd. (ʮ̡) (stock code: 688313.SH), Shenzhen +Mindray Bio-Medical Electronics Co., Ltd. (ʮ̡) (stock code: +300760.SZ) and RemeGen Co., Ltd. (Ⴁᖹ(̨)ʮ̡) (stock code: 9995.HK and +688331.SH). Guozhong Capital was awarded as one of Zero2IPO’s Top 20 venture capital organizations +in the PRC, and one of China’s Top 16 Best V enture Capital Institutions in 2024. +As of the Latest Practicable Date, Guozhong SME Fund held approximately 7.47% of the total issued +Shares of our Company. The AUM of Guozhong Capital was approximately RMB4.95 billion as of +December 31, 2018 (being a date not more than six months prior to the date on which of Guozhong SME +Fund signed the relevant definitive agreement for its investment in our Company) which was derived +primarily from Specialist Technology investments in technological innovation investment focusing on +advanced manufacturing, intelligent equipment, and new-generation of information technology, as +confirmed by CIC. The AUM of Guozhong Capital which was derived primarily from Special Technology +investments, as confirmed by CIC, was approximately RMB10.50 billion as of September 30, 2025. As the +AUM of Guozhong Capital meets the threshold set out in Chapter 2.5 of the Guide and the investment +decisions of Guozhong SME Fund are ultimately managed and controlled by Guozhong Capital, Guozhong +SME Fund qualifies as a SII. +HISTORY AND CORPORATE STRUCTURE +– 103 – + + +--- page 113 --- +Our Other Pre-IPO Investors +1. Rushan Huian +Rushan Huian is a limited partnership established under the laws of the PRC in May 2017. The +general partner of Rushan Huian is Zhejiang Rushan Huijin Private Equity Fund Management Co., Ltd. +(ʮ̡), which is ultimately owned and controlled by Zijin Mining Group +Company Limited (ʮ̡) (stock code: 601899.SZ and 02899.HK), an Independent +Third Party. The 14 limited partners of Rushan Huian and their respective ultimate beneficial owners (if +applicable) are Independent Third Parties. The largest limited partner is Zhejiang Dun’an Industrial Co., +Ltd. (ʮ̡) (“Dun’an Industrial”), holding 43.33% partnership interest in Rushan +Huian. Dun’an Industrial is wholly owned and controlled by Dunan Holding Group Co., Ltd. (ٰ +ʮ̡), which is ultimately owned by Y ao Xinyi (อ່) and Y ao Xinquan (ݰa so f5 1 % +and 49% respectively. None of the other 13 limited partners holds 30% or more partnership interest in +Rushan Huian. +2. Redview +Redview is an exempted company incorporated in the Cayman Islands with limited liability on +November 8, 2021, ultimately controlled by Redview Capital II L.P ., which is a private fund registered in +the Cayman Islands and no shareholders holds 30% or more equity interests in Redview Capital II L.P .. +To the best knowledge and information of the Company, the above entities and their respective ultimate +beneficial owners (if applicable) are Independent Third Parties. +3. CEC CICC Fund +CEC CICC Fund is a limited partnership established under the laws of the PRC in May 2018. The +general partner of CEC CICC Fund is Zhongdian Zhongjin (Xiamen) Electronic Industry Private Equity +Investment Management Co., Ltd. (ږ(ژ)ʮ̡), which is +ultimately owned by China International Capital Corporation Limited (ʮ̡) (stock +code: 601995.SH and 03908.HK), China Electronic Information Industry Group Co., Ltd. (ࢹڦ +ʮ̡) and Wuhan Optics V alley United Group Co., Ltd. (ʮ̡)a so f +51%, 29% and 20%, respectively. The above entities and the 15 limited partners of CEC CICC Fund are +Independent Third Parties and none of the limited partners holds 30% or more partnership interest in CEC +CICC Fund. +4. Haian Huijun +Haian Huijun is a limited partnership established under the laws of the PRC in March 2018. The +general partner of Haian Huijun is Ningbo Lianchuang Y ongjun Private Equity Fund Management Co., +Ltd. (ʮ̡), a company which is held as to 36.25% by Mr. Y ang Jun ( เ +ᒺ), 25.50% by Mr. Wang Minchen ( ˮઽો), 25.50% indirectly by Beijing Newmargin Capital Investment +Management Group Co., Ltd. (ʮ̡) and 12.75% by Mr. Zhao Liang (ڥMr. +Y ang Jun (เᒺ), Mr. Wang Minchen ( ˮઽો), Beijing Newmargin Capital Investment Management Group +Co., Ltd. (ʮ̡), Mr. Zhao Liang (ڥand the 11 limited partners of Haian +Huijun are Independent Third Parties. The largest limited partner of Haian Huijun is Shanghai Junmi +Equity Investment Fund Management Co., Ltd. (ʮ̡), holding 36.69% +partnership interest in Haian Huijun. Shanghai Junmi Equity Investment Fund Management Co., Ltd. is +ultimately owned by Mr. Ma Xiaoqing ( ৵ወ), Mr. Zhang Haoying (ߵMs. Su Y uzhen (ޜ,) +and Mr. Zheng Kangning ( ቍੰྐྵ) as of approximately 38.25%, 31.36%, 17.64% and 12.75%, +respectively. None of the other ten limited partners holds 30% or more partnership interest in Haian +Huijun. +HISTORY AND CORPORATE STRUCTURE +– 104 – + + +--- page 114 --- +5. Sushang JVC +Sushang JVC is a limited partnership established under the laws of the PRC in July 2017. The general +partners of Sushang JVC are Shanghai Qianyue Investment Management Co., Ltd. ( ɪऎᑹ൳ҳ༟၍ଣϞ +ʮ̡) (“Shanghai Qianyue”) and Shanghai Jinfeng Enterprise Management Center (Limited Partnership) +(Άุ၍ଣʕː(Υྫ)) (“Shanghai Jinfeng”). Shanghai Qianyue is held as to 30% by Ningbo +Meishan Bonded Port Jincheng Shazhou Equity Investment Co., Ltd. (ᛆҳ +ʮ̡), 21.92% indirectly by Jiangsu Y angchuan Investment and Development Co., Ltd. ( Ϫᘽ౮୵ +ʮ̡), 20% by GP Capital Co., Ltd. (ʮ̡), 17.12% by Shanghai +Jinfeng and 10.96% by Mr. Wang Xiaonan (یࣖNingbo Meishan Bonded Port Jincheng Shazhou +Equity Investment Co., Ltd. is a company which is held as to 70.52% by Shen Bin ( ӏ). The general +partner of Shanghai Jinfeng is Mr. Lu Fenglei (ཤ), an Independent Third Party. Shanghai Jinfeng is +held as to 69.00% by Mr. Wang Y an ( ˮ䝙) and 30.00% by Mr. Lu Houjun (ࠏێThe above entities +and the nine limited partners of Sushang JVC are Independent Third Parties and none of the limited +partners holds 30% or more partnership interest in Sushang JVC. +6. Hongyu Investment +Hongyu Investment is a limited partnership established under the laws of the PRC in December 2020. +The general partner of Hongyu Investment is Shanghai Airport Hongyu Investment Management Co., Ltd. +(ʮ̡), a company which is ultimately controlled and owned as to 48.49% of +the equity interest by State-owned Assets Supervision and Administration Commission of Shanghai City +(ึ), an Independent Third Party, and none of the other shareholders holds +30% or more of Shanghai Airport Hongyu Investment Management Co., Ltd. The 8 limited partners of +Hongyu Investment are Independent Third Parties and none of the limited partners holds 30% or more +partnership interest in Hongyu Investment. +7. Haihe Furui +Haihe Furui is a limited partnership established under the laws of the PRC in November 2022. The +general partner of Haihe Furui is Zhuhai Pusheng Enterprise Management Co., Ltd. ( मऎ౷ସΆุ၍ଣ +ʮ̡), which is owned and controlled by Zhuhai Zhongying Holdings Co., Ltd. (ࠢ +ʮ̡) as of 99.5%. Zhuhai Pusheng Enterprise Management Co., Ltd. is ultimately owned by Mr. Xu +Chenhao (Mr. Xu”) and Mr. Guo Biao ( ெ㌷) (“Mr. Guo”) as of 98.99% and 1.01% respectively. +Mr. Xu, Mr. Guo and the three limited partners of Haihe Furui are Independent Third Parties. The largest +limited partner is Prohai River Technology Manufacturing Industry Investment Fund (Tianjin) Partnership +Enterprise (Limited Partnership) (ږ(ݵ)ΥྫΆุ(Υྫ)) (“Prohai +River Technology”), holding 60.48% partnership interest in Haihe Furui. Prohai River Technology is +managed by its general partner, Zhuhai Providence Capital LP (၍ଣΥྫΆุ(Υ +ྫ)), in which 98.99% and 1.01% of its partnership interest is held by Mr. Xu and Mr. Guo Biao, +respectively. None of the other two limited partners hold 30% or more partnership interest in Haihe Furui. +8. Runxin Dianjing +Runxin Dianjing is a limited partnership established under the laws of the PRC in December 2022. +The general partner of Runxin Dianjing is ZheJiang Runfang Investment Management Ltd. ( एϪᆗ˙ҳ +ʮ̡) (“ZheJiang Runfang”), which is held by Mr. Chen Zhijun (ࠏHangzhou Runxin +Xingyuan Enterprise Management Consulting Co., Ltd. (ʮ̡) (“Runxin +Xingyuan”), Mr. Chen Y ushen ( ຄ͡), Mr. Chen Kai ( ௱) and Mr. Ding Changjian (ܔas of 53%, +20%, 15%,10% and 2%, respectively. Runxin Xingyuan is held by Mr. Zheng Weitao ( ቍਃᗱ), Mr. Zhang +Junjie (௫), Mr. Sheng Jionghan (ጫ), Mr. Chen Luzhou ( +ݲMs. Fang Hua ( ˙ശ), Mr. Ding +Fanxu (࣯and Mr. Shan Erte ( ఊဧत) as of 22.5%, 22.5%, 15%, 10%, 10%, 10% and 10%, +HISTORY AND CORPORATE STRUCTURE +– 105 – + + +--- page 115 --- +respectively. All of the above persons and the six limited partners of Runxin Dianjing are Independent +Third Parties and none of these limited partners holds 30% or more partnership interest in Runxin +Dianjing. +Meaningful Investment from SIIs +We have received investments from two Pathfinder SIIs, namely the Lenovo Fund and CDBC Fund, +each having invested in the Group for at least 12 months prior to the first submission of our listing +application to the Stock Exchange for the purpose of the Global Offering. In accordance with Chapter 2.5 +of the Guide, each of Lenovo Fund and CDBC Fund held more than 3%, and in aggregate more than 10%, +of the issued share capital of our Company as of the date of our listing application and throughout the +pre-application 12-month period. For details of the shareholding percentage in our Company’s share +capital of each of the Sophisticated Independent Investors, see “—Capitalization of Our Company.” +As of the Latest Practicable Date, our SIIs held, in aggregate, approximately 34.46% in the total +issued share capital of our Company. Upon the Listing, such SIIs will hold, in aggregate, no less than +29.98% in the total issued share capital of our Company, assuming that our expected market capitalization +at the time of Listing will be more than HK$4 billion but less than HK$15 billion. +PRC Legal Advisor’s Confirmation +As advised by our PRC Legal Advisor, the equity transfers and increases in the registered capital in +respect of our Company as described above have obtained and completed all the necessary regulatory +approvals, registrations or filings in accordance with PRC laws and regulations. +A SHARE LISTING ATTEMPT +In 2022 and 2024, we had entered into each a sponsor engagement letter with two financial +institutions in connection with our proposed listing of Shares in SSE STAR Market in the PRC (“Proposed +A Share Listing”), respectively. The sponsor engagement letters in connection with the Proposed A Share +Listing were terminated following arm’s length negotiations in November 2024 and December 2025, +respectively. The Company decided not to proceed with the Proposed A Share Listing. As of the Latest +Practicable Date, we had not submitted any formal application to any recognized stock exchange in the +PRC for an A shares listing primarily due to the prevailing market conditions at the relevant time. +To the best of their knowledge and belief, our Directors are not aware of any other matters relating +to the Proposed A Share Listing that may materially and adversely affect the Company’s suitability for +Listing and need to be brought to the attention of the Stock Exchange or the Shareholders, which is +concurred by the Sole Sponsor. +LOCK-UP PERIOD +Pursuant to the applicable PRC law, within the 12 months following the Listing Date, all existing +Shareholders (including our Pre-IPO Investors) are prohibited from disposing of any of the Shares held +by them. +The following Shares will be subject to disposal restrictions pursuant to Rule 18C.14 of the Listing +Rules at the time of the Listing: +HISTORY AND CORPORATE STRUCTURE +– 106 – + + +--- page 116 --- +Name Capacity +Aggregate +ownership +percentage of +shareholding in +the total issued +share capital of +our Company as +of the Latest +Practicable Date +Aggregate +ownership +percentage of +shareholding in +the total issued +share capital of +our Company +immediately +following the +completion of +the Global +Offering (1) Lock-up period +Key persons and their close associates +Mr. Zhang (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Chairman of our +Board, executive +Director and +general manager +4.13% 3.59% Commencing on +the date of this +prospectus and +ending on expiry +of 12 months +from the Listing +Date +Laifu Investment +(3) /H1100/H1100/H1100Shareholding +platform +controlled by +Mr. Zhang +23.45% 20.40% +Jieyang Information +(4) /H1100Shareholding +platform +controlled by +Mr. Zhang +5.09% 4.43% +Pathfinder SIIs +Lenovo Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100Pathfinder SII 5.65% 4.92% Commencing on +the date of this +prospectus and +ending on expiry +of six months +from the Listing +Date +CDBC Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Pathfinder SII 10.00% 8.70% +(1) Assuming the Over-allotment Option is not exercised. +(2) Mr. Zhang, chairman of our Board, executive Director and general manager, is subject to lock-up requirements pursuant +to Rule 18C.14 of the Listing Rules. +(3) As of the Latest Practicable Date, the general partner of Laifu Investment is Shengzhou Shunhe Information Consulting +Co., Ltd. (ʮ̡) (“Shengzhou Shunhe”), a company which is held as to 99% by Mr. Zhang +and 1% by Ms. Qian Songyu (), a former employee of our Group. Ms. Qian Songyu served as the Company’s +financial head at the early stage of its establishment and invested his own funds to acquire a 1% equity interest in +Shengzhou Shunhe in connection with the Company’s early development and equity incentive arrangements. The +limited partners of Laifu Investment consists of Mr. Zhang, who held approximately 58.83% of limited partnership +interests as of the Latest Practicable Date, and 12 individuals who are Independent Third Parties. Except for Mr. Zhang, +whose interests in our Company through his control over the general partner of Laifu Investment shall be subject to +disposal restrictions pursuant to Rule 18C.14 of the Listing Rules, none of the 12 individuals holds 30% or more +interest in Laifu Investment or is our Director, senior management and core R&D employee. +(4) As of the Latest Practicable Date, Jieyang information was established as our employee share ownership platform, +under which the eligible participants (including our executive Directors, Mr. Zhang, Mr. Wu Di, Ms. Wang Haiying and +Mr. Zhang Han, our senior management Ms. Xue Wei and Mr. Zhou Wenjun as well as a core R&D employee of our +HISTORY AND CORPORATE STRUCTURE +– 107 – + + +--- page 117 --- +Group) were awarded partnership interest in the Employee Share Ownership Platforms. As of the Latest Practicable +Date, Mr. Zhang held general partnership interests in Jieyang Information as to 70.57%, Mr. Wu Di, Ms. Wang Haiying, +Mr. Zhang Han, Ms. Xue Wei, Mr. Zhou Wenjun and Mr. Shen Zhongfu held limited partnership interests in Jieyang +Information as to 1.09%, 0.55%, 2.18%, 0.66%, 1.31% and 1.31%, respectively. Mr. Zhang, Mr. Wu Di, Ms. Wang +Haiying and Mr. Zhang Han serve as our executive Directors. Ms. Xue Wei and Mr. Zhou Wenjun are our senior +management members. Mr. Shen Zhongfu, the deputy director of our Laifual–Chongqing University Institute, +operations director and process engineering department manager, is our core R&D employee for the purpose of Rule +18C.14 of the Listing Rules. All the above executive Directors, senior management members and key persons of our +Company shall be subject to disposal restrictions pursuant to Rule 18C.14 of the Listing Rules. Please refer to +“—Employee Share Ownership Platform” for further details. +PUBLIC FLOAT +Pursuant to Rule 19A.13A of the Listing Rules, assuming that the Over-allotment Option is not +exercised, (i) based on an Offer Price of HK$77.00 per Offer Share (being the low end of the indicative +Offer Price range), our expected market capitalization upon the Listing is HK$7,961.7 million, and the +minimum prescribed public float percentage applicable to our Shares is 18.84% under Rule 19A.13A(1) +of the Listing Rules; (ii) based on an Offer Price of HK$81.25 per Offer Share (being the mid-point of the +indicative Offer Price range), our expected market capitalization upon the Listing is HK$8,401.2 million, +and the minimum prescribed public float percentage applicable to our Shares is 17.85% under 19A.13A(1) +of the Listing Rules; and (iii) based on an Offer Price of HK$85.50 per Offer Share (being the top end of +the indicative Offer Price range), our expected market capitalization upon the Listing is HK$8,840.6 +million, and the minimum prescribed public float percentage applicable to our Shares is 16.96% under +Rule 19A.13A(1) of the Listing Rules. +Immediately upon completion of the Global Offering and the Conversion of Unlisted Shares into H +Shares (assuming the Over-allotment Option is not exercised), the Company will have 103,398,787 H +Shares comprising (i) 89,956,887 H Shares to be converted from Unlisted Shares and (ii) 13,441,900 H +Shares to be issued pursuant to the Global Offering. +Of the 89,956,887 H Shares to be converted from Unlisted Shares and listed on the Stock Exchange +following the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares: +(a) 29,388,875 H Shares (representing approximately 28.42% of our total issued Shares upon the +Listing (assuming that the Over-allotment Option is not exercised)) will not be counted towards +the public float for the purpose of Rule 19A.13A of the Listing Rules upon the Listing as such +H Shares are held by the Single Largest Group of Shareholders, the core connected persons of +our Company; and +(b) the remaining 60,568,012 H Shares (representing approximately 58.57% of our total issued +Shares upon the Listing (assuming the Over-allotment Option is not exercised)) will be counted +towards the public float for the purpose of Rule 19A.13A of the Listing Rules after the Listing +as such Shareholders are not core connected persons of our Company upon the Listing nor +accustomed to take instructions from our Company’s 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 our Company’s core connected persons. +Therefore, taking into account the Conversion of Unlisted Shares into H Shares upon Listing and the +H Shares to be offered in the Global Offering, assuming no exercise of the Over-allotment Option, +74,009,912 H Shares will be counted as public float of our Company, representing approximately 71.57% +of the total enlarged share capital of our Company, and thus our Company will be able to meet the +minimum public float requirement under Rule 19A.13A(1) of the Listing Rules upon the completion of the +Global Offering. +FREE FLOAT +Rule 19A.13C of the Listing Rules provides that, where a new applicant is a PRC issuer with no other +listed shares at the time of Listing, this will normally mean that the portion of H shares for which listing +is sought that are held by the public and not subject to any disposal restrictions (whether under contract, +HISTORY AND CORPORATE STRUCTURE +– 108 – + + +--- page 118 --- +the Listing Rules, applicable laws or otherwise), at the time of listing, must: (a) represent at least 10% of +the total number of issued shares in the class to which H shares belong at the time of listing (excluding +treasury shares), with an expected market value at the time of listing of not less than HK$50 million; or +(b) have an expected market value at the time of listing of not less than HK$600 million. +Based on an Offer Price of HK$77.00 per Offer Share, being the minimum Offer Price, assuming the +Over-allotment Option is not exercised, a market value of approximately HK$604.1 million of H Shares +for which Listing is sought by the Company that are held by the public and not subject to any disposal +restrictions at the time of Listing. Therefore, our Company will be able to satisfy the free float +requirements under Rule 19A.13C of the Listing Rules upon the completion of the Global Offering. +EMPLOYEE SHARE OWNERSHIP PLATFORM +In recognition of the contributions of our key employees and to incentivize them to further promote +our development, on December 4, 2017, Jieyang Information was established as our employee share +ownership platform. Through such platform, we have awarded its partnership interest to the eligible +participants. +Jieyang Information +Jieyang Information was established as a limited partnership under the laws of the PRC on +December 4, 2017 and managed by Mr. Zhang as its general partner. As of the Latest Practicable Date, +Jieyang Information held approximately 5.09% of our total issued Shares, and its partnership structure was +as follows: +Name Position +Capacity of +partnership interests +in Jieyang +Information +Approximate +percentage of +partnership interests +in the limited +partnership +Mr. Zhang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Executive Director, +chairman of the Board +and general manager +General partner 70.57% +Mr. Zhang Han /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Executive Director and +technical director +Limited partner 2.18% +Mr. Wu Di /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Executive Director and +deputy general +manager +Limited partner 1.09% +Ms. Wang Haiying /H1100/H1100/H1100/H1100/H1100/H1100/H1100Executive Director Limited partner 0.55% +Mr. Zhou Wenjun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Board secretary and legal +director +Limited partner 1.31% +Ms. Xue Wei /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Chief financial officer Limited partner 0.66% +Other persons /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100one former employee and +twelve current +employees +(1) +Limited partner 23.64% +Total: 100.00% +HISTORY AND CORPORATE STRUCTURE +– 109 – + + +--- page 119 --- +Note: +(1) The limited partners comprise Ms. Qian Songyu, a former employee of our Group, and other individuals who are +current employees serving as managers or department heads across various functional areas, including, among others, +sales, production planning, operations, manufacturing, information technology, finance and procurement. +Save for two limited partners who currently serve as sales managers and each holds more than 5% of the limited +partnership interests, the remaining 10 limited partners each hold no more than 5% interests and are neither senior +management members nor core R&D personnel of the Company. All limited partners are Independent Third Parties. +CAPITALIZATION OF OUR COMPANY +The following table sets forth our shareholding structure as of the Latest Practicable Date and +immediately upon the Listing (assuming the Over-allotment Option is not exercised): +Name of Shareholder +Number of +Shares as of +the Latest +Practicable +Date +Approximate +ownership +percentage as +of the Latest +Practicable +Date +Number of +Shares upon +the Listing +(assuming +the Over- +allotment +Option is not +exercised) (1) +Approximate +Shareholding +percentage +upon the +Listing +(%) (%) +Single Largest Group of Shareholders +Mr. Zhang /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,712,072 4.13 3,712,072 3.59 +Laifu Investment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,098,226 23.45 21,098,226 20.40 +Jieyang Information /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,578,577 5.09 4,578,577 4.43 +Pathfinder SIIs +Lenovo Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,082,259 5.65 5,082,259 4.92 +CDBC Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,995,689 10.00 8,995,689 8.70 +Other Sophisticated Independent +Investors +Beta Achieve /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,209,771 11.35 10,209,771 9.87 +Guozhong SME Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,715,833 7.47 6,715,833 6.50 +Other Shareholders +Rushan Huian /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,259,616 6.96 6,259,616 6.05 +Redview /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,453,345 6.06 5,453,345 5.27 +CEC CICC Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,082,259 5.65 5,082,259 4.92 +Haian Huijun /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,490,118 3.88 3,490,118 3.38 +Sushang JVC /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,182,091 3.54 3,182,091 3.08 +Hongyu Investment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,182,092 3.54 3,182,092 3.08 +Haihe Furui /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,551,956 1.73 1,551,956 1.50 +Runxin Dianjing /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,362,983 1.52 1,362,983 1.32 +Global Offering Shareholders /H1100/H1100/H1100/H1100/H1100– – 13,441,900 13.00 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110089,956,887 100.00 103,398,787 100.00 +Note: +(1) All Unlisted Shares will be converted to H Shares upon the Listing. +HISTORY AND CORPORATE STRUCTURE +–1 1 0– + + +--- page 120 --- +CORPORATE STRUCTURE +The following chart sets forth our corporate structure immediately prior to the Global Offering and the Conversion of Unlisted Shares into H Shares: +Laifu Investment(1) Jieyang +Information(2) Mr. Zhang Beta +Achieve +CDBC +Fund +Guozhong SME +Fund Lenovo Fund Other Pre-IPO +investors +Our Company +Xiamen Laifual Jiangsu Laifual Shengzhou Laifual CmdRob Shenzhen Laifual Ch ongqing Laifual Jining Laifual +23.45% 5.09% 4.13% 11.35% 10.00% 7.47% 5.65% 32.87% +100% 100% 100% 100% 100% 100% 100% +Our Single Largest Group of Shareholders +Notes: +(1) Laifu Investment is a limited partnership established under the laws of the PRC in October 2015. The general partner of Laifu Investment is Shengzh ou Shunhe Information Consulting +Co., Ltd. (ʮ̡), a company which is held as to 99% by Mr. Zhang and 1% by Ms. Qian Songyu () a former employee of our Group. The limited partners +of Laifu Investment consists of Mr. Zhang and 12 individuals who are Independent Third Parties. +(2) Jieyang Information is a limited partnership established under the laws of the PRC in December 2017. The general partner of Jieyang Information is Mr. Zhang. The limited partners of +Jieyang Information consists of our three executive Directors (namely Mr. Zhang Han, Mr. Wu Di and Ms. Wang Haiying), our two members of senior managem ent (namely Mr. Zhou +Wenjun and Ms. Xue Wei) and 14 employees of the Company. +HISTORY AND CORPORATE STRUCTURE +– 111 – + + +--- page 121 --- +The following chart sets forth our corporate structure immediately after the completion of the Global Offering and the Conversion of Unlisted Shares +into H Shares, without taking into account any H Shares which may be issued upon the exercise of the Over-allotment Option: +Laifu Investment(1) Jieyang +Information(2) Mr. Zhang Beta +Achieve +CDBC +Fund +Guozhong SME +Fund Lenovo Fund Other Pre-IPO +investors +Our Company +Xiamen Laifual Jiangsu Laifual Shengzhou Laifual CmdRob Shenzhen Laifual Chongqing Laifual Jining Laifual +20.40% 4.43% 3.59% 9.87% 8.70% 6.50% 4.92% 28.59% +100% 100% 100% 100% 100% 100% 100% +Other public +Shareholders +13.00% +Our Single Largest Group of Shareholders +Notes (1) to (2): See notes (1) to (2) to the chart in “—Corporate Structure” for the structure immediately prior to the Global Offering and the Conversion of Unlisted Sh ares into Shares. +HISTORY AND CORPORATE STRUCTURE +–1 1 2– + + +--- page 122 --- +OVERVIEW +Who We Are +We are a provider of core components for robotic precision transmission in China. Enabling robots +to achieve accurate movement and interaction, precision transmission solutions are experiencing growing +market demand, driven by accelerated market adoption of robotics. We offer a product portfolio spanning +from harmonic reducers, joint modules and robotic arms to automated workstations. Our products enable +applications primarily of humanoid robots and industrial robots. Our strength stems from our expertise in +harmonic reducers, a type of technical component in precision transmission solutions, and is underpinned +by our in-house R&D capabilities. We ranked No. 2 among all the robotic harmonic reducer providers in +China, in terms of shipment volume in 2025, with a market share of 21.4%, and ranked No. 2 in terms of +revenue, with a market share of 12.9%, according to the CIC Report. As of December 31, 2025, we were +one of the two domestic manufacturers that had achieved deliveries and mass production of harmonic +reducers applied in the humanoid robot industry, according to the same source. +We have established technology advantages through years of operation. Specifically, our harmonic +reducers achieved positioning precision of ±15 arcseconds with service life exceeding 10,000 hours in +2025. We have built core competencies in product design, electric actuation and drive, and production +technologies, enabling us to serve various precision transmission applications in welding, handling, +spraying, assembly and sorting. Our products have achieved recognition within the industry for +performance and are now being primarily delivered to domestic customers, and to a much lesser extent, +international markets, including Europe, the United States, Japan and Korea. We are evolving from a +provider in harmonic reducers to a provider of precision transmission solutions, extending the application +of our technology to a broader market. +The following diagram illustrates our market position, innovation prowess, and growth capability. +Fully in-house R&D +among all robotic harmonic reducer +providers in China(1) +No. 2 +One of the +two domestic +manufacturers +for key production processes of +harmonic reducers +Industry +Position +Excellent +Operational +Capabilities +Outstanding +Performance +100 + +harmonic reducer product SKUs(3) +39.6 thousand +units +designed monthly production +capacity of harmonic reducers(4) +Shortest product +lead time +in China's robotic harmonic +reducer industry(5) +142.2% +revenue growth rate(6) +57.0% +total research and development +expenditure ratio(7) +with mass production capability +of harmonic reducers applied in +the humanoid robot industry in China(2) +104.2% +sales volume growth rate of +harmonic reducers(6) +(1) In terms of shipment volume in 2025, according to the CIC Report. +(2) As of December 31, 2025. +(3) As of the Latest Practicable Date. +(4) In December 2025. +(5) According to the CIC Report. +(6) Compared the amount for the year ended December 31, 2025 with the amount for the year ended December 31, 2024. +(7) Calculated by dividing annual total research and development expenditure for 2023, 2024 and 2025 by total operating +expenditure for the same periods. +BUSINESS +–1 1 3– + + +--- page 123 --- +Our Product Portfolio +Harmonic reducers and other precision components: The core power transmission unit for humanoid +and industrial robots +Harmonic reducers are core components of robots, widely adapted for multi-joint humanoid robots +and industrial robots. We commenced our business of harmonic reducers in 2015. Harmonic reducers are +also used for precision transmission control in automated production lines. Meanwhile, they further +represent a key gateway to the humanoid robot value chain. Currently, no established humanoid robot +enterprise has achieved independent design and mass production capabilities for harmonic reducers, +according to the CIC Report. Capitalizing on our proven product performance, we are deeply embedded +in the humanoid robot supply chain, meeting power transmission demands for core components such as +joints and robotic arms, while accurately seizing industry opportunities. +Our harmonic reducers excel in precision, reliability and service life. By adopting our independently +designed tooth profile structures and material processes, we have achieved low-cost and high-efficiency +production. We maintain in-house production for key production processes including primarily heat +treatment, precision machining, and gear machining, supporting consistent quality and stable delivery +schedules. +Building on our years of experience in R&D and production of harmonic reducers, we expanded our +R&D focus in 2022 to include joint modules, robotic arms and automated workstations, which represents +a direct, strategic extension of our harmonic reducer business. This expansion was driven by our customer +demand to integrate robotic precision transmission components with different robotic components. In +response, we developed joint modules by combining our harmonic reducers with motors and encoders, +which in turn serve as the building blocks for our robotic arms. Similarly, to enhance the efficiency and +cost-effectiveness of our own production lines, we engineered automated workstation, a product that also +addresses our customers’ needs for improving their manufacturing productivity. This evolution from +components to systems allows us to deliver greater value along the entire manufacturing chain for robotics +industry. +Joint modules and robotic arms: Key components for integrated robot applications +Joint modules and robotic arms integrate core components such as harmonic reducers, motors and +encoders, and are designed for scenarios that require high integration efficiency. Our joint modules +improve torque-to-weight performance and meet the lightweight requirements of battery-powered robotic +arms with payload classes ranging from three kg to 20 kg, enabling broader downstream applications and +access to new customer groups. Our low-voltage joint modules offer a plug-and-play solution for robotic +arms on automated lines, allowing customers to deploy flexible workstations quickly. We also deliver +collaborative robotic arms to satisfy customer demand, broadening our revenue channels. +Automated workstations: Overall solution for flexible manufacturing +Our automated workstations are workstation-based production lines that integrate robots with +conventional machine tools to support flexible manufacturing and line upgrades. Designed for small- +batch, multi-variety production, we deliver automated workstation-based production lines that integrate +our proprietary robotic arms, control software and sensing modules. These lines enable high-precision +material handling, providing our customers with one-stop production line automation upgrades. Drawing +on flexible manufacturing know-how accumulated in our harmonic reducer production, our automated +workstations shorten deployment cycles, improve reliability. +Our Market Opportunities +China’s robotic harmonic reducers industry is expected to increase from RMB1.3 billion in 2025 to +RMB13.4 billion by 2030, at a CAGR of 59.8%, according to the CIC Report. With the maturation of +BUSINESS +–1 1 4– + + +--- page 124 --- +embodied technologies, humanoid robots are entering a phase of scaled commercial deployment. This +creates a surge in demand for harmonic reducers, a core component of robots. Through continuous +investment in technology, manufacturing process and supply chain management, Chinese harmonic +reducer manufacturers are steadily enhancing their global competitiveness. Accordingly, they are poised +to capture global market share, with the global harmonic reducer market expected to grow from RMB3.3 +billion in 2025 to RMB24.4 billion in 2030, at a CAGR of 48.9%, according to the CIC Report. In addition, +the industry’s oligopolistic structure, reinforced by multi-year certification cycles and multidisciplinary +expertise, rewards established players with scale and proven mass-production capability. +We are strategically positioned to capture the market opportunities. As humanoid robotic approaches +its commercialization inflection point, our harmonic reducers, already proven in industrial applications, +serve as critical component enabling precision motion across waist, wrist, elbow and other joint systems. +With the industry transitioning from R&D to mass production and each humanoid robot typically requiring +around 20 harmonic reducers, our product portfolio and early breakthroughs in lightweight reducers and +place us at the forefront of this emerging value chain. As of the Latest Practicable Date, we offer hundreds +of SKUs for our harmonic reducers. +We have established our market presence through technological excellence and industry recognition, +playing a key role in shaping national technical standards and obtaining critical industry certifications. As +an early mover in the robotic harmonic reducer industry in China, we broke international monopolies by +mastering core technologies in high-precision gear machining and cross-roller bearing technology. We +ranked No. 2 among all the robotic harmonic reducer providers in China, in terms of shipment volume in +2025, with a market share of 21.4%, and ranked No. 2 in terms of revenue, with a market share of 12.9%, +according to the CIC Report. As of December 31, 2025, we were one of the two domestic manufacturers +that had achieved deliveries and mass production of harmonic reducers applied in the humanoid robot +industry, according to the same source. +Our Core Value +We specialize in harmonic reducer technologies, leveraging proprietary gear skiving, vertically +integrated manufacturing and automated production to deliver high-precision, long-life products at +competitive cost. We tailor our products to the needs of humanoid robots and industrial automation, +enabling cost-effective robot production and accelerating the growth of a localized, efficient industry +ecosystem. +Cost-effective production with customization capability +We adhere to the core philosophy of mass production, controllable costs and efficiency priority, +adopting a centralized and highly automated model that emphasizes cost control and production efficiency. +This concept runs through our entire operation, including primarily raw material procurement, R&D, +production and sales. Such integrated model enables us to maintain the shortest product lead time in the +industry—within one month, significantly faster than the industry average of at least two months, +according to the CIC Report. This efficiency allows us to offer competitive pricing to customers, thereby +reducing their overall costs. +Another core element of our value proposition is our product design and production capacity. We +provide customized design modifications and tailored products, including adaptable component +configurations and a wide range of discrete parts. With expertise in robotic component design, we assist +customers in achieving weight reduction, performance optimization and cost reduction. Leveraging our +in-house manufacturing execution system (“MES”) and warehouse management system (“WMS”), we +shorten lead time while assuring quality, reduce customers’ specification, design and manufacturing costs +and lower assembly complexity and time. Customers have the flexibility to procure individual harmonic +BUSINESS +–1 1 5– + + +--- page 125 --- +reducers to integrated joint modules and robotic arms from us, all supported by our integrated +manufacturing and design capabilities across the entire industrial chain. In addition, we collaborate with +Chongqing University and other institutions to optimize materials and processes, continuously reducing +the manufacturing costs of robotic components while ensuring performance, thereby making the overall +cost of robots more acceptable by the market. +Domestic substitution in the robot industry supply chain +Historically, the robot industry supply chain in China relied heavily on imports, with core +components such as harmonic reducers and joint modules dominated by foreign brands, resulting in high +procurement costs, long lead times and limited supply chain autonomy for domestic manufacturers. In +recent years, driven by national policies promoting import substitution, the rapid advancement of domestic +manufacturing capabilities, and cost optimization needs of downstream enterprises, the industry has been +undergoing a significant shift toward domestic substitution, according to the CIC Report. +Leveraging our independent production capacity, we have joined in the process of domestic +substitution in the robot industry supply chain. From core components to machine assembly, all key +aspects except raw materials are independently produced, covering heat treatment, precision machining, +and gear machining, with complete manufacturing capabilities from harmonic reducers, joint modules, +robotic arms to automated workstations. Through partnerships with leading domestic enterprises in robotic +industry, we are replacing some foreign brands as a domestic supplier, promoting the localization process +of the robot industry chain. +Deeply adapting to downstream demands of the industry +We offer a diverse product portfolio that effectively serves various needs of customers across +multiple downstream sectors. In the field of humanoid robots, we accurately grasp customers’ core +demands for affordability, lightweight, high precision and long service life, providing a full chain of +products from harmonic reducers, joint modules to customized components such as robotic arms and waist +joints. Our flexible in-house production capabilities enable collaborative development with downstream +application customers to match their demands. For example, we develop compact structural designs for +humanoid robots, optimizing torque-to-weight ratio to meet battery power requirement. Furthermore, we +advance the development of large-scale products tailored for industrial application scenarios, satisfying +diverse customers’ individualized technical parameters and usage scenarios through modular design and +targeted R&D. +Our Operational and Financial Performance +During the Track Record Period, we achieved growth. Since our inception and up to December 31, +2025, we had sold over 870,000 units of harmonic reducers. In 2023, 2024 and 2025, our revenue was +RMB94.5 million, RMB107.7 million and RMB260.9 million, respectively. In the same periods, we +recorded gross profit of RMB27.9 million, RMB25.9 million and RMB66.9 million, respectively, +representing gross profit margin of 29.5%, 24.1% and 25.6%, respectively. +OUR COMPETITIVE STRENGTHS +We believe the following strengths have contributed to our success and differentiated us from our +competitors. +Robotic Precision Transmission Core Components Provider in China with Early-Mover Advantages +Founded in 2013, we were among China’s first developers of harmonic reducers. Over more than a +decade of focused development for harmonic reducers, leveraging our early entry and long-term +BUSINESS +–1 1 6– + + +--- page 126 --- +specialization, we have become a key force in China’s robotic harmonic reducer industry and one of the +few domestic players able to compete with leading international competitors. We ranked No. 2 among all +the robotic harmonic reducer providers in China, in terms of shipment volume in 2025, with a market share +of 21.4%, and ranked No. 2 in terms of revenue, with a market share of 12.9%, according to the CIC +Report. As of December 31, 2025, we were one of the two domestic manufacturers that had achieved +deliveries and mass production of harmonic reducers applied in the humanoid robot industry, according +to the same source. In 2025, our harmonic reducers achieved positioning precision of ±15 arcseconds with +service life exceeding 10,000 hours, with core performance comparable to leading overseas manufacturers +supporting accelerated domestic substitution. +We launched our LS series in 2015. We expanded with the LH series in 2016, introduced proprietary +breakthrough /H9254-tooth FS and FH designs for enhanced longevity and torque. In 2017, we commenced mass +sales of our harmonic reducers. In 2023, we upgraded the tooth profile of our LS and LH series, which +have been succeeded by our FS and FH series. We have built a comprehensive portfolio a broad range of +harmonic reducers covering different sizes ranging from 13 mm to 246 mm, achieving hundreds of SKUs, +covering selection, commissioning and after-sales service for humanoid and industrial robot scenarios. +This decade-long specialization in precision gears and cross-roller bearings has built formidable barriers +in material science, process engineering and application knowledge. +Furthermore, we plan production capacity with foresight. We operate high-standard production +facilities and continue to introduce advanced production and inspection equipment, forming strong +in-house manufacturing capability. Our new production facility commenced operation in August 2025, +with approximately 47,000 square meter site area. We anticipate the new production facility will +significantly increase our annual production capacity. Against the backdrop of rapidly growing +downstream demand, particularly from the humanoid robotics sector, our expansion will enhance our +ability to fulfill orders reliably while achieving lower unit costs through improved economies of scale, +strengthening our competitive position in the market. +Technological Capabilities to Meet Downstream Demands of Humanoid Robots and Industrial +Robots +We have strong non-standard product technological capabilities, enabling precise alignment between +product technology and customer needs. Our technological capabilities precisely meet the core +requirements of affordability, lightweight, high precision and a long service life for humanoid robots. +Leveraging our comprehensive bearing R&D expertise, we deliver customized non-standard bearings that +align precisely with industry requirements. Our adoption of the gear skiving process enables mass +production with declining unit costs as capacity scales. Compared to traditional gear production process, +this approach offers significantly lower pricing for base models and markedly faster delivery, enabling +feasibility proposals within two weeks and sample delivery in around four weeks for non-standard +products, well ahead of industry average, according to the CIC Report. This capability aligns with the +needs of mass production and supports cost reduction and market penetration amid surging demand for +humanoid robots, reinforcing our strategic focus on the large-scale, cost-sensitive segment. Furthermore, +we utilize surface treatment technology to provide nano-scale protection to extend service life. Our +integrated joint modules combine reducers, motors and encoders to reduce assembly steps and lower +system integration costs for our customers. +Our proprietary tooth profile design is fundamental to the performance of our harmonic reducers, +optimizing contact stress to enhance efficiency while reducing noise, wear and stress concentration for +greater accuracy, load capacity and durability. By leveraging our proprietary tooth profile design +capability, we are able to design gear geometries that are compatible with advanced machining processes +such as gear skiving, a machining process which can slash gain, enabling scalable production that drives +progressive unit cost reductions as volume grows. Consequently, the synergy of our tooth profile design +BUSINESS +–1 1 7– + + +--- page 127 --- +and scalable manufacturing allows us to establish competitively priced, high-performance harmonic +reducers that deliver distinct value to robot manufacturers focused on both performance optimization and +cost efficiency. +Our focus on large-scale, low-cost applications through gear skiving distinguishes us from +competitors while addressing customer demand for cost-effective harmonic reducers. Supporting this +market position, we have established the Laifual-Chongqing University Institute of Intelligent Precision +Transmission Research for fundamental research in materials and structural optimization, complemented +by specialized R&D centers in Shaoxing (reducer technology) and Nanjing (electronic control integration). +This integrated innovation ecosystem ensures continuous advancement across both theoretical research +and practical application development. +Product Matrix with Harmonic Reducers of Various Configurations +Focusing on the industrial demand for humanoid robots, we have built a product matrix with +harmonic reducers and joint modules at the core, which not only supports industrial automation, but also +meets the high precision and integration requirements for humanoid robots. +As a core component of the joint transmission system for humanoid robots, our harmonic reducers +underpin joint module performance with a high transmission ratio, high precision and long service life. A +standard humanoid robot typically requires around 20 harmonic reducers, which are installed at the +high-precision, high-torque joints at the shoulders, hips, knees and ankles. This demand drives continuous +upgrades of our harmonic reducer technology and the build-out of a product system that covers all robot +joints. +We offer multi-specification modules to meet joint requirements. To address the lightweight, high +torque and precision requirements for the joints of humanoid robots, our joint modules integrate +customized harmonic reducers, high-precision motors and other core components, and can be directly +embedded into critical parts such as wrists and elbows, and hips and shoulders, significantly lowering the +R&D and production thresholds for manufacturers. With hundreds of SKUs, our comprehensive range of +harmonic reducers can be tailored to meet diverse robotic requirements, including specific dimensions, +torque ratings, transmission ratios, materials, and interface configurations. +Ongoing Capacity Expansion and Delivery Capabilities and Experience +We are constantly expanding our production capacity. Our designed monthly production capacity +increased from 13.4 thousand units of harmonic reducers in January 2023 to 39.6 thousand units in +December 2025. Our new production facility commenced operation in August 2025, with approximately +47,000 square meter site area, positioning us to meet surging market demand. We have deployed robotic +arms for raw material loading and unloading and replaced manual measurement with automated +inspection. In 2025, we enhanced our automation of production processes, significantly lifting production +efficiency compared to 2024. For example, our implementation of automated loading and unloading +systems within our machining processes has enhanced our production efficiency by reducing manual +intervention and optimizing machine utilization. +In terms of vertically integrated production, we have established a full-process independent +production system covering heat treatment, precision machining, gear production, bearing manufacturing +and surface treatment, with low reliance on external parties, thereby reducing outsourcing costs. +Meanwhile, the process parameters of each link are optimized in real time, so that the critical dimension +tolerance is controlled within ±0.005 mm, laying a foundation for the high performance of products. +For non-standard product customization and delivery, we operate a fast response mechanism from +design to shipment. At the demand-matching stage, our technical team generally completes scenario +BUSINESS +–1 1 8– + + +--- page 128 --- +decomposition and delivers preliminary solutions within one to two days. At the design stage, we generally +finish modeling and performance verification of non-standard products within three days while confirming +and refining the design with customers. At the production stage, we utilize flexible production lines and +ensure the precision and quality of non-standard products. Before delivery we provide pre-assembly and +commissioning to assist whole-machine integration. The total delivery cycle can be shortened to three to +four weeks, well below the industry average of at least two months. +With extensive delivery experience, since our inception and up to December 31, 2025, we had a +cumulative shipment volume of over 870,000 units of harmonic reducers. Our ability to combine rapid +delivery at scale with precise customization enables us to capture market share and deepen cooperation +through non-standard products, forming a key pillar of our competitiveness. +Business Experience and Downstream Customer Resources +Through long-term cultivation in the industry, we have established stable collaboration with +customers in fields such as humanoid robots, industrial robots and other automation equipment. Our +customer coverage strategy focuses on leading enterprises while penetrating small and medium-sized robot +manufacturers through stable delivery and proven performance, forming a pattern led by major customers +and supported by a broad base of smaller customers. This approach enables precise insight into industry +needs and steadily builds brand influence, reflecting our mature operating experience and efficient +customer acquisition. +Leading enterprises are pace-setters in technology iteration and market trends. Their requirements on +product performance and application scenarios often indicate the industry’s direction. Through deep +cooperation with these customers, we obtain early feedback on customer needs, such as technical +indicators for industrial robots moving toward higher load and higher precision and lightweight long-life +component requirements for humanoid robots. These insights directly guide our R&D, keeping product +upgrades aligned with industry developments, avoiding route deviation and preserving our early-mover +advantage. +Leading enterprises also maintain stringent supplier selection standards. Becoming a stable partner +serves as an authoritative validation of our product quality, technical capability and delivery reliability. +This benchmarking effect raises our visibility and credibility and provides a strong reference for small and +medium-sized customers when choosing suppliers. Building on solutions and production experience +developed for leading enterprises, we serve smaller customers quickly and reduce cost through economies +of scale, creating a positive cycle in which benchmark customers drive the growth of small and +medium-sized customers and accelerating our market share gains. +Domestically, we have established a nationwide sales network. For the overseas markets, we have a +sales network across Europe, the United States, Japan and Korea. In 2025, our revenue generated from +overseas markets was RMB7.0 million, accounting for 2.7% of our total revenue in the same period, +reflecting our progress in expanding the global customer base through localized services. +Seasoned Management Team and R&D Team +Our Chairman, Mr. Zhang Jie, with his MBA degree from New Jersey Institute of Technology, leads +our transition from a single precision transmission component manufacturer to a systematic solution +provider, by adopting a market-driven sales approach and focusing on cost control and international +layout. Our core executives span production, R&D and finance, and our strategy balances near-term +capacity ramp-up with the building of long-term technological barriers. +Our R&D team has strong professional capability and deep technical backgrounds. We maintain an +in-house design team that independently undertakes product design from structural, functional and +BUSINESS +–1 1 9– + + +--- page 129 --- +aesthetic perspectives without relying on external agencies. This ensures a high degree of alignment +between product functionality and engineering implementation and gives us greater flexibility and +technical depth to respond quickly to customer needs and develop new products. +OUR GROWTH STRATEGIES +We intend to continue to grow our business through the following key strategies. +Expand Production Capacity to Meet Explosive Downstream Demands +We plan and execute around long-term capacity goals. While adding production capacity, we also +focus on lowering unit manufacturing cost, improving efficiency and accelerating delivery through process +improvement and automation, to ensure delivery stability and product standardization while scaling. +The robotic harmonic reducer industry is in short supply, and production capacity is the core lever +to gain market share and drive revenue growth. With our new production facility commencing operation +in August 2025, we expect to better serve incremental demand from humanoid robots and industrial robots. +We plan to further expand our production capacity in the next three years by acquiring more +production-related equipment, including primarily gear processing equipment, generator ellipse machining +equipment for specific production lines for harmonic reducers and other precision components. We also +plan to develop new production facilities in Zhejiang province with an annual designed production +capacity of 800.0 thousand units of harmonic reducers, by using the net proceeds from the Global Offering. +Adequate capacity enables us to fulfill orders and shorten lead time, capturing scaled demand in the +downstream industries and contributing to our revenue growth, and, through economies of scale, further +reduce unit manufacturing cost and improve our gross profit margin. +Capacity expansion also supports diversification of our product portfolio. We will add more flexible +production lines that can switch quickly among different models of harmonic reducers to meet surges in +customer demand, enabling rapid scaling of joint module output and shortened response cycles. We plan +to procure and deploy approximately 28 flexspline lines, 28 circular spline lines, 40 wave generator lines, +10 bearing production lines and three heat processing service lines in the new production facilities in the +next three years. The combination of large capacity and flexible production lines enables us to meet +high-volume demand for standard reducers in industrial scenarios and to adapt quickly to customized +needs in emerging fields, covering diverse market requirements. +Approximately 55.0% of the net proceeds of the Global Offering, or HK$578.2 million, will be used +for the production facility expansion. See “Future Plans and Use of Proceeds—Use of Proceeds.” +Continuously Enhance Technological Capabilities and Enrich Product Portfolio +We plan to continuously strengthen our market position by optimizing our technology stack through +R&D capabilities enhancement, product iteration and production process upgrades. +To strengthen our research and development capabilities, we will adopt a strategy centered on talent +attraction and development, regional deployment and institutional support. We plan to establish +high-standard R&D centers in key cities in Zhejiang Province, by using the net proceeds from the Global +Offering. By leveraging the advantages of local industrial ecosystems, university and research institution +resources, and deep talent reserves, we aim to build a comprehensive R&D platform integrating +technological breakthroughs, product innovation and the commercialization of research outcomes. +Through these initiatives, we seek to sharpen our overall product competitiveness and adapt swiftly to +evolving industry demands, providing a strategic foundation to increase the ASP for our products in the +long run. We plan to recruit more R&D professionals and industry experts with interdisciplinary expertise, +BUSINESS +– 120 – + + +--- page 130 --- +supported by advanced R&D equipment, experimental facilities, and relevant testing and inspection +capabilities, thereby providing robust support for sustained technological innovation. In addition, we plan +to advance our in-house design and R&D capabilities for production tools to enhance production process +stability. Specifically, we plan to conduct R&D for cutting tools for gear shaping machines, gear skiving +machines and gear hobbing machines. The R&D process involves prototyping, testing and validation +before the deployment of production tools. +We plan to enrich our product portfolio and broaden our application scenarios by introducing more +model variants of harmonic reducers. In particular, we plan to introduce harmonic reducers made with new +materials, such as steel-aluminum composites, to better meet the lightweight and high-reliability +requirements of humanoid robots. We also plan to expand and diversify our product lines of joint modules +and robotic arms by introducing new models and implementing performance optimizations, to enhance our +product usability, adaptability and overall market competitiveness. We plan to upgrade key hardware +components such as frameless torque motors, encoders and drives to achieve higher torque density while +preserving precision and longevity, thereby supporting a broader range of lightweight applications. +Furthermore, we plan to develop proprietary control software to enable rapid host-system interfacing and +scenario-specific motion control customization. We expect our evolving product mix, characterized by an +increasing proportion of high-value new model variants, integrated joint modules and robotic arms, to +drive a long-term increase in the ASP for our products. This shift toward more advanced and higher-margin +products is anticipated to be a key driver for our future revenue growth and gross profit expansion. +For production process upgrades, we will enhance automated manufacturing and invest in the +development of high-precision, high-flexibility automation technologies. By introducing automated +clamping and positioning techniques to replace manual assembly, we aim to reduce errors caused by +human operation. Robots will be integrated with machine tools in workstation configurations, with +continued investment in flexible production lines to ensure efficient small-batch, multi-product +manufacturing, thereby driving higher operational efficiency and reducing both manufacturing and labor +costs. In addition, we intend to deploy a digital production management platform to enable comprehensive +data management and traceability across the entire process, from raw material processing to final +inspection. +Approximately 20.0% of the net proceeds of the Global Offering, or HK$210.2 million, will be used +for the enhancement of our R&D capabilities for product portfolio enrichment with expanded application +scenarios, particularly for harmonic reducers. See “Future Plans and Use of Proceeds—Use of Proceeds.” +Deepen Partnerships with Core Customer, Broaden Customer Base and Expand Global Reach +We plan to optimize our customer portfolio and unlock new growth potential by deepening +relationships with core customers, broadening customer base in existing markets, and expanding into +overseas markets. For domestic market, in addition to cooperating with leading enterprises, we plan to +expand our customer base to cover more industry sectors through our sales network. Furthermore, we plan +to actively conduct customer relationship marketing campaigns by attending relevant exhibitions and +regularly making customer visits, further elevating our brand awareness attracting more customers and +supporting our revenue growth. +For overseas markets, we will leverage our cost advantage and product competitiveness to drive +global presence. Overseas markets generally have a higher growth ceiling and broader potential. We are +cost competitive compared to our overseas peers, and overseas customers are generally less price sensitive, +supporting higher gross profit margin and stronger brand recognition. As of the Latest Practicable Date, +we had established a sales network across Europe, the United States, Japan and Korea, advancing localized +sales of products, particularly joint modules and robotic arms. We plan to deepen collaboration with +international partners to jointly expand global market share through complementary production capacities, +with the strategic aim of steadily increasing the contribution from our overseas business. +BUSINESS +– 121 – + + +--- page 131 --- +Approximately 5.0% of the net proceeds of the Global Offering, or HK$52.6 million, will be used +to expand our overseas sales network. See “Future Plans and Use of Proceeds—Use of Proceeds.” +Selectively Pursue Strategic Collaboration, Investment and Acquisition Opportunities +We intend to selectively identify and rigorously evaluate complementary target companies for +strategic investments or acquisitions via majority or minority stakes. By pursuing these opportunities, we +aim to capture incremental growth and reinforce our market presence. When assessing potential targets, +we will evaluate key factors including quality and market potential of their products, historical operational +and financial performance, team expertise and the potential for strategic and operational synergies with +our business. As of the Latest Practicable Date, we had not identified any investment or acquisition target +or entered into any definitive investment or acquisition agreement. +Approximately 10.0% of the net proceeds of the Global Offering, or HK$105.1 million, will be used +for strategic investment or acquisition of potential high-quality targets across the industry value chain in +both domestic and international markets. See “Future Plans and Use of Proceeds—Use of Proceeds.” +OUR PRODUCTS +We are a provider of robotic precision transmission core components in China. We are dedicated to +delivering robotic precision transmission core components and automated workstations. Since our +inception, we have focused on the development and production of harmonic reducers. As our business +expanded, we broadened our product portfolio beyond harmonic reducers, in which we integrated +harmonic reducers with torque motors and drivers to form joint modules and further integrated joint +modules into robotic arms. In addition, we provide automated workstations which can support mechanical +processing technologies, enabling our customers to build comprehensive automated workstations. Our +product portfolio primarily includes (1) harmonic reducers and other precision components; (2) joint +modules and robotic arms; and (3) automated workstations, exhibiting a vertical synergy from precision +components to integrated modules and systemic workstations. We offer joint modules and robotic arms +that incorporate our harmonic reducers, enabling us to meet the diverse needs of downstream customers, +lower assembly barriers for certain customers, and further stimulate downstream demand. Meanwhile, our +automated workstations embed these proprietary components to achieve high-level automation. All +harmonic reducers used in our products are manufactured in-house. For joint modules and robotic arms, +we utilize our proprietary harmonic reducers that are manufactured in-house and our self-designed +encoders. We procure other components in the joint modules and robotic arms such as motors, cables, +housings and brakes from third parties. For automated workstations, we undertake the complete design of +the workstation internally, while sourcing certain hardware units externally, such as the CNC machine +tools. Notwithstanding the synergies, we price and charge each product line separately as independent +offerings. For details of our pricing strategies, see “—Sales and Marketing—Pricing.” The majority of our +products are standardized. In certain circumstances, we provide minor adjustments to our harmonic +reducers and joint modules based on their standard designs subject to customer requirements, such as +adjustments to appearance (e.g. surface treatments such as blackening or electroplating), structure (e.g. +sealing configurations and output torque specifications), dimensions (primarily referring to motor- +mounting interface dimensions, which may vary under the standards of different countries) and materials +(e.g. aluminum, steel or magnesium alloy). +BUSINESS +– 122 – + + +--- page 132 --- +The following table sets forth a summary of the application scenarios of our products in downstream +industries. +Product category Examples of application scenarios +Harmonic reducers and +other precision +components /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Primarily deployed in the joints and precision transmission units of +humanoid robots, industrial robots, collaborative robots and other +automation equipment such as machine tools. +Joint modules and robotic +arms /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Mainly used in collaborative robots to perform multi-axis movement and +end-effector operations across diverse working environments, such as +precision assembly and parcel sorting. +Automated workstations /H1100/H1100Primarily used for flexible manufacturing and intelligent upgrading of +production lines, such as automated assembly. Our workstations enable +automated production of components across the robotics supply chain +while also empowering companies in the broader machining industry. +The following table sets forth a breakdown of our revenue by product category for the periods +indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands except for percentages) +Harmonic reducers and other +precision components (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110092,498 97.8 103,406 96.0 167,143 64.1 +– Harmonic reducers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,620 96.9 103,088 95.7 166,529 63.9 +– Other precision components /H1100/H1100/H1100/H1100878 0.9 318 0.3 615 0.2 +Joint modules and robotic arms /H1100/H1100/H1100/H1100907 1.0 2,873 2.7 68,491 26.2 +– Joint modules /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100907 1.0 2,873 2.7 44,187 16.9 +– Robotic arms /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 24,304 9.3 +Automated workstations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 24,464 9.4 +Others (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,140 1.2 1,435 1.3 769 0.3 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110094,545 100.0 107,714 100.0 260,867 100.0 +(1) Other precision components primarily include bearings and flanges. Such precision components constitute essential +and functionally interdependent parts required for the physical integration and operational performance of harmonic +reducers. We only provide such precision components as accessories for specific harmonic reducer orders to meet +custom installation needs. We do not offer them as separate product lines or sell them on their own. Based on the +foregoing, we group harmonic reducers together with such precision components. +(2) Others primarily include the provision of heat treatment services, which refers to a metal thermal process within our +production cycle. For details, see “—Production—Production Process.” We provide such services to third parties +primarily to utilize our spare heat treatment processing capacity. +The following table sets forth a breakdown of our revenue of harmonic reducers by product size for +the periods indicated. +BUSINESS +– 123 – + + +--- page 133 --- +Y ears ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Large-sized harmonic +reducers (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110090,880 99.2 101,049 98.0 153,829 92.4 +Small-sized harmonic +reducers (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100740 0.8 2,039 2.0 12,700 7.6 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,620 100.0 103,088 100.0 166,529 100.0 +(1) Large-sized harmonic reducers refer to models with a size above 52 mm. +(2) Small-sized harmonic reducers refer to models with a size of 52 mm or below. +The following table sets forth a breakdown of our sales volume and average selling price (ASP) by +product category for the periods indicated. +Y ears ended December 31, +2023 2024 2025 +Sales +volume ASP +Sales +volume ASP +Sales +volume ASP +(Units for sales volume; RMB per unit for ASP) +Harmonic reducers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100115,315 795 142,794 722 291,515 571 +Joint modules /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100451 2,010 1,181 2,432 6,246 7,074 +Robotic arms /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 639 38,035 +Automated workstations /H1100/H1100/H1100/H1100/H1100/H1100– – – – 56 436,852 +Harmonic reducers. The average selling price of our harmonic reducers decreased from RMB795 in +2023 to RMB722 in 2024, primarily due to (1) a higher proportion of sales of small size harmonic +reducers, which have relatively lower prices due to their lower material consumption and shorter +manufacturing cycles, resulting in lower costs and therefore lower prices, driven by growing demand for +humanoid robotics; and (2) our strategic price adjustments for our harmonic reducers to gain a greater +market share. The average selling price of our harmonic reducers further decreased from RMB722 in 2024 +to RMB571 in 2025, primarily due to the increase in the proportion of small-sized harmonic reducers sold, +driven by the continued growth in the downstream demand for humanoid robots. +Joint modules. The average selling price of our joint modules increased from RMB2,010 in 2023 to +RMB2,432 in 2024, primarily due to the launch of low-voltage joint modules in 2024. Our low-voltage +joint modules include additional structural components such as drivers and braking systems compared to +high-voltage joint modules, resulting in higher costs. The average selling price of our joint modules further +increased to RMB7,074 in 2025, primarily due to higher costs driven by additional components added to +some of our joint modules based on customer requirements, such as housings and water-resistant cables. +BUSINESS +– 124 – + + +--- page 134 --- +The following table sets forth a breakdown of our sales volume and ASP of harmonic reducers by +product size for the periods indicated. +Y ears ended December 31, +2023 2024 2025 +Sales +volume ASP +Sales +volume ASP +Sales +volume ASP +(Units for sales volume; RMB per unit for ASP) +Large-sized harmonic +reducers (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100114,148 796 139,364 725 259,507 593 +Small-sized harmonic +reducers (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,167 634 3,430 594 32,008 397 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100115,315 795 142,794 722 291,515 571 +(1) Large-sized harmonic reducers refer to models with a size above 52 mm. +(2) Small-sized harmonic reducers refer to models with a size of 52 mm or below. +Harmonic Reducer +Harmonic reducers are high-precision transmission devices that reduce speed and increases torque, +commonly regarded as a key gearbox for robotics and advanced automation. Unlike traditional gear +systems, it adopts a unique structure consisting of a circular spline, a flexspline and a wave generator. +When the wave generator is inserted into the inner circle of the flexspline, it forces the flexspline to +elastically deform into an elliptical shape. At the major axis of the ellipse, the teeth of the flexspline fully +engage with the tooth grooves of the circular spline, resulting in complete meshing, enabling near zero +backlash, multi-tooth engagement, high torque and high reduction ratios. These features allow harmonic +reducers to deliver smooth and accurate motion, making them widely applied in humanoid robots, +industrial robots, automation equipment and other fields where precision and reliability are critical. +We are committed to the research, development and production of harmonic reducers. Our harmonic +reducers are designed with high precision, compact structure and reliable performance, enabling us to +provide customers with critical transmission components for advanced automation. Leveraging our +proprietary know-how and manufacturing capabilities, we offer a broad range of harmonic reducers +covering different sizes ranging from 13 mm to 246 mm, achieving full-series coverage. Furthermore, +utilizing our gear skiving process technology, our harmonic reducers can achieve positioning accuracy of +±15 arcseconds and a service life exceeding 10,000 hours, with core performance comparable to leading +overseas manufacturers. Our products are widely used in humanoid robots, industrial robots, and other +automation equipment, where precision, stability and efficiency are essential. Our harmonic reducers are +categorized into (1) cup-type structure, (2) hat-type structure, and (3) double-circular-spline harmonic +reducers. +BUSINESS +– 125 – + + +--- page 135 --- +The following diagrams illustrate the typical structures and principal components of different types +of our harmonic reducers, respectively. +Cup-type harmonic reducer Hat-type harmonic reducer +Double-circular-spline harmonic reducer +Cup-type harmonic reducer +Our FS series represents our cup-type harmonic reducers featured with compact and lightweight +structure, high torque-to-weight ratio and ultra-low backlash. The cup-type design integrates cross-roller +bearings, which enhances rigidity and load capacity while simplifying installation. With smooth +transmission and high reliability, our FS series is widely applied in humanoid robots, industrial robots and +automation equipment as the mainstream choice for high-precision transmission. Our FS series primarily +include FSS standard harmonic reducer, FSN light weight harmonic reducer, FSG high torque harmonic +reducer and FSD ultra-short harmonic reducer. +Product Sub-series Appearance Features +FSS Standard Harmonic +Reducer /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Designed to handle external loads +with ease, it offers a robust yet +user-friendly solution that +integrates strength, accuracy and +smooth operation in one compact +system. +BUSINESS +– 126 – + + +--- page 136 --- +Product Sub-series Appearance Features +FSN Light Weight +Harmonic Reducer /H1100/H1100/H1100 + Lightweight product line, designed +to reduce the weight and +facilitate the lightweight +construction of industrial robots. +It uses steel-aluminum composite +materials, making it lighter than +a standard model. It enables +higher speeds and increased +payload capacity for industrial +robots. +FSG High Torque +Harmonic Reducer /H1100/H1100 +Engineered with reinforced +materials and optimized tooth +profile, offering approximately +30% higher torque capacity and +longer service life compared to +standard FS models. This series +addresses high-torque +applications, such as heavy-load +robotic end effectors and high- +precision load turntables. +FSD Ultra-short +Harmonic Reducer /H1100/H1100 +Ultra-short design with reduced +axial thickness, ideal for +customers with strict constraints +on equipment height while still +requiring precision transmission. +Hat-type harmonic reducer +Our FH series represents our hat-type harmonic reducers designed with a large hollow structure, +which allows cables and pipelines to pass through the reducer for easier integration into robotic joints. +They are featured with high rigidity, low backlash and high torque capacity, and are particularly suitable +for humanoid robots, industrial robots, service robots and automation systems where compact design and +hollow shaft configuration are required. Our FH series primarily include FHT standard harmonic reducer, +FHN light weight harmonic reducer, FHG high torque harmonic reducer and FHD shorten thin harmonic +reducer. +Product Sub-series Appearance Features +FHT Standard +Harmonic Reducer /H1100/H1100/H1100 + FHT series is designed for high +precision and stability, ensuring +accurate positioning and +repeatability. Its circular spine +and flexspline are connected by +high rigidity cross-roller +bearings, making it an easy-to- +operate modular product. +FHN Light Weight +Harmonic Reducer /H1100/H1100 +FHN series is equipped with +internal support bearings, which +enhance load capacity, improve +rigidity and simplify installation. +It can achieve weight reduction +under the same torque load, +improving torque density in +scenarios such as humanoid +robotics. +BUSINESS +– 127 – + + +--- page 137 --- +Product Sub-series Appearance Features +FHG High Torque +Harmonic Reducer /H1100/H1100/H1100 +The torque capacity of FHG series +is over 30% higher than the FHT +series. Compared to FHT series, +FHG series is more suited for +high-load application with +compact size requirement. +FHD Shorten Thin +Harmonic Reducer /H1100/H1100 +The flexspline of our FHD series +is designed with an ultra-thin +hollow flanged structure and is +equipped with a high-rigidity +cross-roller bearing on the +output side. The overall design +pushes the limits of flatness, +resulting in a compact and +lightweight unit. Its axial length +is reduced by more than 30%, +making it ideal for applications +with strict thickness constraints, +minimizing the overall thickness +of the robot. +Double-circular-spline harmonic reducers +In 2025, we launched double-circular-spline harmonic reducer, which is a compact transmission +reducer designed for humanoid robotics, consisting of four core components: a flexspline, a wave +generator, a fixed circular spline and movable circular spline. Its flexspline adopts a straight-cylindrical +design and simultaneously meshes with both circular splines. Its fixed circular spline has the same number +of teeth as the flexspline and serves as the output connection, while the movable circular spline has two +more teeth than the flexspline, operating in accordance with the standard harmonic reducer operating +principle as a conventional harmonic reducer. This double circular spline design enables a more compact +and ultra-thin form factor, while maintaining high transmission accuracy and strength. As of the Latest +Practicable Date, our double circular-spline harmonic reducers had achieved commercialization, although +we were still in the relatively early stage of scaling up production. +Joint Modules and Robotic Arms +We have developed joint modules by integrating our harmonic reducers with frameless torque +motors, brakes and encoders into compact and standardized units. With such integration, our products +allow customers to avoid selecting, designing, sourcing and assembling multiple mechanical and +electronic parts, thereby significantly reducing manpower and time costs while enhancing system +reliability. Robotic arms are assembled from multiple joint modules, each providing the torque, precision +and control required at different axes of motion. Our production of joint modules and robotic arms expand +our value chain coverage into downstream application market. Our joint modules are designed to simplify +the assembly of robotic arms and enhance the overall stability, precision and load capacity of motion +systems. We are able to ensure product quality while significantly shortening delivery lead times, with +standard products deliverable in around two weeks and non-standard products in three to four weeks. Our +joint modules are widely applied in humanoid robots, industrial robots and service robots, as well as in +automation equipment across various industries. +Our joint modules primarily include high-voltage joint modules and low-voltage joint modules. Our +high-voltage joint modules are integrated devices combining harmonic reducers, frameless torque motors +and encoders. Our low-voltage joint modules further integrate drivers and braking system in addition to +harmonic reducers, frameless torque motors and encoders. By incorporating drivers, our low-voltage joint +BUSINESS +– 128 – + + +--- page 138 --- +modules support multiple industrial communication protocols, such as EtherCA T and CANopen. In +addition, the integrated braking system provides fail-safe position holding in the event of power loss or +emergency stop, enhancing operational safety and reliability. +The following diagram illustrate the typical structure and principal components of our joint modules +and robotic arms. +To better illustrate the difference, the following table sets forth a comparison between our +high-voltage joint modules and low-voltage joint modules from different dimensions. +Dimension High-voltage joint modules Low-voltage joint modules +Supply and +environment /H1100/H1100/H1100/H1100 +Standard 220 V , suited for +medium-voltage sites +48 V lab, vehicle or other battery- +powered sites +Typical +applications /H1100/H1100/H1100/H1100/H1100 +Machine tools 4/5-axis, rotary +tables where small size and high +torque are required +Humanoid robots, AGVs, industrial +robots needing highly integrated +servo solutions +Composition /H1100/H1100/H1100/H1100/H1100/H1100Harmonic reducer, frameless torque +motor, encoder +Harmonic reducer, frameless torque +motor, brake, encoder, driver +BUSINESS +– 129 – + + +--- page 139 --- +Dimension High-voltage joint modules Low-voltage joint modules +Ease of use /H1100/H1100/H1100/H1100/H1100/H1100/H1100Feature water-resistant design, +reducing additional protective +measure and can be used in +various operating environment +Can pair with simple structural +parts to form multi-axis systems +(e.g., cobots), improving ease of +use +Automated Workstation +Leveraging our engineering know-how in flexible manufacturing accumulated from our own +harmonic reducer production, we have transformed the flexible-line manufacturing concept into an +offering of automated workstations that enable rapid production-line upgrades and address our customers’ +needs for improved manufacturing productivity. Our automated workstations encompass the integrated +application of precision transmission technologies and engineering know-how to address customers’ +specific automation needs. Designed for small-batch, multi-variety production, we deliver customized +workstation-based production lines that incorporate our proprietary robotic arms, control software and +sensing modules, supporting applications such as material handling. These workstations are designed to +enhance production adaptability and cost efficiency, enabling customers to implement customized +production lines with short reconfiguration cycles. By adopting automation, customers can effectively +reduce labor costs and enhance product standardization and stability. +For instance, to meet our customers’ need for automated metal processing, our efficient flexible +workstations are specifically designed for machining operations. They are equipped with custom- +engineered tooling and fixtures built for different metal parts. In addition, we seamlessly connect machine +tools and robots, even across incompatible communication protocols, through our proprietary +communication architecture. By bringing all elements together into a ready to use flexible workstation, we +help customers increase efficiency, improve quality and easily adapt to varying production tasks. +Our automated workstation operates as a self-contained cell that can function alone or link with +others, enabling automated production of components across the robotics supply chain while also +empowering companies in the broader machining industry. We assemble our proprietary robotic arm, +control software and sensing modules into a unified system. We ultimately deliver our automated +workstation as a fully commissioned production line to our customers, tailored to their needs. +Our automated workstation consists of a CNC machine tool, a robotic arm, a material tray and a +control panel. Except for the in-house manufactured robotic arm, the CNC machine tool, material tray and +control panel are all sourced from independent third parties and reprogrammed for our automated +workstations. For the CNC machine tool, we retrofit automatic doors, connect it to send and receive +signals from the robotic arm, and install air pressure sensors on the clamps. The material tray is +manufactured by independent third parties based on our designs. The control panel operates the robotic +arm, and our robotic arm’s software is calibrated and linked to it. Taken together, these components form +a fully integrated workstation where each part plays its assigned role. +Use Case +One of our customers manufactures components for robotic arms. We delivered a complete +automated workstation that enabled automation of ten machines, covering loading and unloading, process +sequencing and quality inspection, thereby reducing manual intervention. Based on the characteristics of +the customer’s equipment, we optimized process allocation to shorten machining cycles and improve +consistency in part accuracy. Our automated workstation also reduced labor and quality-related costs. It +supports rapid product-mix changes across three to five different joint-housing models, with model- +changeover time of 30 minutes. +BUSINESS +– 130 – + + +--- page 140 --- +COMMERCIALIZATION +The table below sets forth a summary of how each of our products fall within acceptable sectors of a Specialist Technology Industry as defined under +Chapter 18C of the Listing Rules: +Specialist technology +products +Specialist technology +industry acceptable +sector Major function and analysis +Major customer type and +customer demand driver +Harmonic reducers /H1100Robotics and +automation (robot +technology) +Our harmonic reducers fall within the acceptable sector of robotics and automation, which is defined as +the development of robots, automated systems, and enabling technologies. Our harmonic reducers are +utilized primarily in humanoid robots and industrial robots, ensuring positioning accuracy of the robots. +By providing greater rigidity and load torque, the harmonic reducers operate as a critical enabling +technology that supports the development of robotics. +Within the foregoing sector, our harmonic reducers further fall under the sub-sector of robot technology, +which is defined as the engineering of robots, computer software and machines for the improved +performance of tasks and/or automation processes. As high-precision transmission devices engineered to +enhance robotic motion control, our harmonic reducers directly contribute to improved task +performance, enhanced positioning accuracy, and stable automation processes for robots, thereby +constituting an integral part of robot technology. +For all of our products, our +customers are primarily +corporations in fields such as +humanoid robots, industrial robots +and other automation equipment. +The application landscape for our +products is driven by several key +factors: (1) continued upgrading +Chinese manufacturing; (2) +exponential growth of humanoid +robots; (3) national policy support; +(4) in-depth development of the +industry chain; and (5) global +expansion of Chinese providers. +BUSINESS +– 131 – + + +--- page 141 --- +Specialist technology +products +Specialist technology +industry acceptable +sector Major function and analysis +Major customer type and +customer demand driver +Joint modules and +robotic arms /H1100/H1100/H1100/H1100 +Robotics and +automation (robot +technology) +Our joint modules and robotic arms fall within the acceptable sector of robotics and automation. Our joint +modules integrate core components of robots such as harmonic reducers, frameless torque motors, +brakes, encoders, and drives. Robotic arms are assembled from multiple joint modules, each providing +the torque, precision and control required at different axes of motion. Together, they are designed to +provide versatile functional support primarily for humanoid robots and industrial robots. By delivering +high-precision control over position, speed, and torque, and supporting multiple communication +protocols including EtherCA T and CANopen, our joint modules and robotic arms operate as a critical +enabling technology that supports the development of robotics. +Within the foregoing sector, our joint modules and robotic arms further fall under the sub-sector of robot +technology. Engineered to enhance robotic motion control, our joint modules and robotic arms directly +contribute to improved task performance, positioning accuracy, and stable automation processes for +robots. By integrating core components of robots into a compact form factor and supporting multiple +industrial communication protocols, our joint modules and robotic arms enable seamless integration into +robotic systems, thereby constituting an integral part of robot technology. +Automated +workstations /H1100/H1100/H1100/H1100 +Robotics and +automation (robot +technology) +Our automated workstations fall within the acceptable sector of robotics and automation. Our automated +workstations focus on supporting production line upgrades within industrial automation by integrating +robotic systems with traditional machine tools in a workstation format, thereby streamlining production +lines. Specifically, they enable automated production of components across the robotics supply chain +while also empowering companies in other machining industries. Accordingly, the automated +workstations operate as a form of automated system and enabling technology that facilitates the +efficiency improvement of industrial production and development of robots. +Within the foregoing sector, our automated workstations further fall under the sub-sector of robot +technology. Tailored to the small-batch, multi-variety manufacturing model common among Chinese +enterprises, the automated workstations provide customized production lines that incorporate proprietary +robotic arms, control software, and sensing modules. By integrating these components into a cohesive +workstation format, the automated workstations enable the automated production of robotics supply +chain components and extend productivity benefits to companies across various machining sectors. As a +result, they directly contribute to improved task performance and automation processes, thereby +constituting an integral part of robot technology. +BUSINESS +– 132 – + + +--- page 142 --- +Our industry consultant, CIC, confirms and our Directors are of the view that each of our products +falls within an acceptable sector of a Specialist Technology Industry, namely, Robot Technology of +Robotics and Automation under Advanced Hardware and Software, as defined under Chapter 18C of the +Listing Rules on the following basis: (1) our harmonic reducers are primarily used in and are essential +components for the operation of humanoid robots and industrial robots, and thus fall within the definition +of robot technology under Robotics and Automation; (2) our joint modules and robotic arms enable +versatile functional support primarily for humanoid robots and industrial robots, and thus fall within the +definition of robot technology under Robotics and Automation; and (3) our automated workstations focus +on supporting production line upgrades within industrial automation. It integrates robotic systems with +traditional machine tools in a workstation format, and thus fall within the definition of robot technology +under Robotics and Automation. Based on the due diligence work conducted by the Sole Sponsor, nothing +has come to its attention that would cause it to disagree with the view above. Accordingly, we meet the +definition of a Specialist Technology Company under Chapter 18C of the Listing Rules. +We have adopted a transaction-based model for the sales of our harmonic reducer, joint modules and +robotic arms and automated workstations. The following table sets forth the timeline of our +commercialization of each of our product series. +Product series Product sub-series +Commencement of +revenue generation Mass production (2) +Harmonic reducer /H1100/H1100Cup-type harmonic reducer 2015 2017 +Hat-type harmonic reducer 2016 2017 +Double-steel-wheel harmonic +reducer +2025 2027 +(1) +Joint module and +robotic arm /H1100/H1100/H1100/H1100/H1100 +High-voltage joint module 2023 2025 +Low-voltage joint module 2024 2025 +Robotic arm 2025 2025 +Automated +workstation /H1100/H1100/H1100/H1100/H1100 +N/A 2025 N/A +(1) We expect that our double-steel-wheel harmonic reducer will achieve mass production by 2027. +(2) Our products enter mass production once they have (1) passed the relevant performance tests and internal validation +procedures, (2) met all applicable performance indicators, and (3) demonstrated readiness for stable batch production +and delivery, with a single-batch production qualification rate exceeding 80%. +Our Industry Standards +As of the Latest Practicable Date, the major industry standard applicable to our harmonic reducers +was GB/T 30819-2024, Harmonic Reducers for Robots, a fundamental and widely applicable product +standard for robotic harmonic reducers, and there was no relevant industry standard applicable to our joint +modules and robotic arms, and automated workstations. GB/T 30819-2024 comprehensively specifies the +product classification, model, basic parameters and structural dimensions, requirements, testing methods, +inspection rules, as well as marking, packaging, transportation and storage of harmonic reducers for +robots. Our harmonic reducers satisfied the requirements of GB/T 30819-2024. During the Track Record +Period and up to the Latest Practicable Date, we had been in compliance with all applicable laws and +regulations in relation to our Specialist Technology Products. For details, see “Regulatory +Overview—Regulations and Policies on the Harmonic Reducer Industry.” +OUR TECHNOLOGIES +We have established our market presence through technological excellence and industry recognition. +Underpinning our competitiveness is a coherent set of core technologies that enables us to design, +BUSINESS +– 133 – + + +--- page 143 --- +industrialize and scale robotic precision transmission products with stable performance, predictable +quality and disciplined cost. We must continuously launch new products while advancing manufacturing +processes, necessitating sustained R&D investments to drive innovation and meet market demands +efficiently. Our core technologies can be categorized into the following three aspects: (1) product design +related technologies; (2) electric actuation and drive related technologies; and (3) production technologies. +Product Design Related Technology +Our product design core technologies focus on the following. + Tooth profile design . Tooth profile design is fundamental to the performance of harmonic +reducers. Our proprietary tooth profile reduces stress concentration, lowers wear and noise, +enhances transmission accuracy and load-bearing capability and extends service life. We adopt +a kinematic modeling approach to increase the contact ratio, enabling more uniform and +continuous meshing and smoother transmission. We further optimize tooth-surface contact +stress to balance tooth-surface strength and tooth-root bending strength. Our design focuses on +improving efficiency, reducing noise and extending durability. In addition, we adopt a +tool-path-based design methodology that aligns closely with actual machining processes, +thereby minimizing design-to-manufacturing deviations, simplifying parameter tuning with +fewer variables and improving batch-to-batch consistency. By leveraging our proprietary tooth +profile design capability, we are able to design gear geometries that are compatible with +advanced machining processes such as gear skiving, a machining process which can slash our +core component processing time from two to three hours to under 15 minutes, an eightfold +efficiency gain, enabling scalable production that drives progressive unit cost reductions as +volume grows. + Structural engineering capabilities . We carry out customized structural design based on +different installation and load requirements, and we verify strength during the design process +to ensure the structure remains rigid, reliable and stable in operation. Guided by FEA-based +lightweight optimization, we develop lighter cross-roller bearings and steel-aluminum +composite rigid wheels and housings for different application needs, allowing the product to +stay strong while becoming lighter and quieter. With our in-house material heat treatment and +manufacturing processes, we can increase torque output without compromising performance, +achieving lower weight and noise, higher efficiency and longer service life. Leveraging our +fully integrated production chain, we can deliver non-standard customized versions, including +cross-roller bearings, in about one month to support rapid prototyping and mass production for +weight-sensitive applications such as humanoid robots. +Electric Actuation and Drive Related Technology +Our electric actuation and drive related technologies focus on the following. + Motor drive technology . Motor drive technology enables precise control of motor position, +speed and torque, thereby supporting high-accuracy motion for joint modules, robotic arms and +other devices. Our self-developed motor drivers feature strong hardware reliability, flexible +interface options, excellent electromagnetic compatibility and competitive cost performance. +Leveraging our in-house software capabilities and core algorithms, the drivers achieve +high-bandwidth speed and current control, enabling superior motion accuracy, smoothness and +operating adaptability across different working conditions. +Our drivers integrate functions such as vibration suppression and high-reliability bus +communication compensation. Together with our self-developed PC-based application +BUSINESS +– 134 – + + +--- page 144 --- +software, users can manage parameters, tuning and firmware without external controllers or +disassembling the joint module. The drivers are compatible with mainstream industrial bus +protocols and support FOE-based batch firmware upgrades in multi-joint configurations, +significantly reducing maintenance complexity for robotic arms and other multi-axis +applications. The drivers also support dual-encoder full closed-loop control, enabling +simultaneous use of motor-side and output-side encoders to achieve higher motion accuracy. + Encoder technology . The encoders used in our joint modules provide high-precision position +feedback at both the motor side and the joint output side, enabling reliable angle sensing for +joint modules and robotic arms and supporting superior positioning accuracy, smooth operation +and fast dynamic response. We possess full in-house design capabilities for encoders, which +feature excellent electromagnetic compatibility performance high environmental adaptability, +high signal accuracy and a compact structural design. Our self-developed encoders flexibly +support multiple communication interfaces, as well as single-turn absolute position feedback +and multi-turn rotation counting. They can operate in single-encoder mode or in an integrated +dual-encoder configuration. The dual-encoder integration provides essential support for +implementing redundancy, precision compensation and full closed-loop control in motor +drivers or motion controllers. With mastery of key calibration processes, we are able to achieve +large-scale, reliable mass production. + Motor technology . We have accumulated expertise in motor technology. Our self-developed +motors offer low torque ripple, smooth operation, low noise, high temperature resistance and +a compact structure. By adopting optimized slot-pole combinations, we significantly reduce +torque ripple and cogging torque, enabling smoother motion and ensuring lower vibration and +noise during the operation of joint modules across various application scenarios. We also +master key manufacturing processes such as motor winding, potting and solder-free stator +assembly, which enhance protection performance and power density while improving +production efficiency and mass-production quality for joint modules. With full in-house +capabilities for motor design and manufacturing, we are able to rapidly deliver customized +motor specifications and iterative upgrades. + Full-chain in-house R&D and integrated design capabilities . We possess full-chain R&D +capabilities for all core components of joint modules, including harmonic reducers, motors, +encoders, drivers and brakes. By adopting an integrated design approach, we optimize and +match all components at the design stage, enabling compact, reliable and high-performance +joint modules while avoiding the cost, performance and manufacturing issues of simply +assembled joint module designs. Motors and brakes are engineered with holistic consideration +of installation space, thermal performance, wiring layout and structural strength to achieve +compact size and stable operation. Our encoder–driver integration places two high-precision +encoders and the motor driver on a single printed circuit board assembly delivering a compact +structure, clear cost advantages and improved software performance, hardware reliability and +electromagnetic compatibility performance through chip-level high-speed communication. +Production Technologies +Our production technologies focus on the following. + Materials and heat treatment . We operate core heat treatment equipment for quenching, +tempering, normalizing and annealing, and apply self-developed fine heat treatment processes. +These processes refine the material microstructure and improve stability and overall +mechanical performance. We have also developed composite material solutions that meet +diverse application requirements without compromising mechanical properties. Our heat +BUSINESS +– 135 – + + +--- page 145 --- +treatment processes enhance grain size and metallographic quality to leading industry levels, +ensuring stable part performance and accuracy by strengthening material properties and +relieving internal stress generated during forging and machining. + Bearing R&D and manufacturing capability . We have achieved mass production of +high-performance crossed-roller bearings, enabling full value-chain self-supply. Our complete +heat treatment line ensures bearing material strength, while automated turning, drilling and +milling processes enhance product standardization and production efficiency and reduce labor +costs. Comprehensive inspection equipment further secures quality stability during processing. +For non-standard requirements in the humanoid robot industry, we offer integrated composite +materials, a wide range of customized structural design solutions across multiple sizes, and +mature and stable process flows, enabling us to control product lead time within one month, +thereby advancing the upgrade of the industry chain. + V ertically integrated manufacturing capability . We have achieved in-house production for key +production processes including primarily heat treatment, precision machining and gear +machining, and reduced loss of material through optimization of process parameters. This fully +internalized production model demonstrates significant advantages in our cost control. +Meanwhile, the vertical integration model has strengthened the quality and controllability of +our production process, where data from each stage can be traced and optimized. In addition, +in-house production has significantly shortened the supply chain response cycle. When +customers propose non-standard customized requirements, our delivery cycle can be shortened +within one month, providing strong support for rapid market response. +RESEARCH AND DEVELOPMENT +Through years of R&D efforts, we have built expertise in the field of robotic precision transmission +solutions, especially harmonic reducers, and have also developed strong capabilities in the processing and +manufacturing of motors and other related components. We continuously expand our product portfolio, +updating existing products and introducing cost-effective new products to enhance competitiveness. By +intensifying R&D commitments, accelerating market response times and enhancing operational efficiency, +we aim to solidify and extend our competitive edge in the industry. +Building on our years of experience in R&D and production of harmonic reducers, we expanded our +R&D focus in 2022 to include joint modules, robotic arms and automated workstations, which represents +a direct, strategic extension of our harmonic reducer business. This expansion was driven by our customer +demand to integrate robotic precision transmission components with different robotic components. In +response, we developed joint modules by combining our harmonic reducers with motors and encoders, +which in turn serve as the building blocks for our robotic arms. Similarly, to enhance the efficiency and +cost-effectiveness of our own production lines, we engineered automated workstation, a product that also +addresses our customers’ needs for improving their manufacturing productivity. This evolution from +components to systems allows us to deliver greater value along the entire manufacturing chain for robotics +industry. +We have been committed to investing into our R&D talents and initiatives. We have established two +R&D centers and one joint research institute, which include: (1) the R&D center in Shaoxing, Zhejiang +province, which focuses on the R&D of processing technologies and materials, with applications in our +harmonic reducers, joint modules and robotic arms; (2) the R&D center in Nanjing, Jiangsu province, +which focuses on the R&D of electronic control systems, specializing in joint modules and robotic arms; +and (3) the joint research institute with Chongqing University, which focuses on the R&D of fundamental +transmission technologies, with applications in our harmonic reducers. Leveraging our accumulated +experience in the field of harmonic reducer and the synergy among our two R&D centers and one joint +BUSINESS +– 136 – + + +--- page 146 --- +research institute across multiple locations, we are able to conduct collaborative product development and +accelerate the commercialization of our R&D outcomes. During the Track Record Period, our research and +development expenses were RMB31.7 million, RMB33.3 million and RMB49.2 million in 2023, 2024 and +2025, respectively, representing 33.5%, 30.9% and 18.9% of our revenue in the respective periods. +We plan to further enhance our R&D capabilities by establishing a high-standard R&D center in +Zhejiang Province. We also plan to enrich our product portfolio and broaden our application scenarios by +introducing more model variants of harmonic reducers. For details, see “—Our Growth Strategies” and +“Future Plans and Use of Proceeds—Use of Proceeds.” +We established the Laifual-Chongqing University Institute of Intelligent Precision Transmission in +collaboration with Chongqing University in September 2023. Apart from this initiative, our R&D +collaborations with other institutions were limited in 2023, and the key terms of such engagements were +materially the same. Leveraging Chongqing University’s strong foundation in applied basic research in +mechanical transmission and its advantages in cultivating high-level talent, we have continued to expand +our joint research team. The institute is dedicated to addressing fundamental scientific issues of intelligent +precision transmission equipment, with a particular focus on harmonic reducers, and to developing +high-performance, high-reliability and long-lifespan precision transmission products tailored for market +demand. +Our collaboration with Chongqing University is mutually beneficial, with researchers involved +benefiting from academic or industry recognition for their contribution, while we are primarily entitled to +the intellectual property generated. For the R&D collaboration, we have entered into written agreements +with Chongqing University, which set out the following key terms. + Roles and responsibilities. We are usually responsible for supplying the materials and data +required for the R&D projects as well as providing financial support. For collaborations +involving co-owned patents, we are generally responsible for the drafting and filing of the +patent applications and the upkeep of the relevant patent rights. The collaborating academic +institute is normally responsible for appointing a lead professor and research staff for the +project and for achieving the agreed project milestones. + Responsible personnel. Each party shall assign sufficient personnel to the joint development. + Funding contribution. We are typically responsible for the monetary support and other in-kind +funding of the collaborative projects, as well as expenses in relation to intellectual property +applications and intellectual property rights maintenance. + Intellectual property. Intellectual property rights created through our R&D collaboration will +be solely owned by us. + Confidentiality. Each party must preserve the confidentiality of information obtained in the +course of the collaboration, and refrain from using such information for any unrelated +purposes. +As of the Latest Practicable Date, none of our intellectual property rights was co-developed or +co-owned with Chongqing University. During the Track Record Period and up to the Latest Practicable +Date, we had not in-licensed any material intellectual property rights in relation to our core technologies +or outsourced any material research and development processes to third parties. During the Track Record +Period and up to the Latest Practicable Date, save as our partnership with Chongqing University, we +performed substantially all of the R&D of our products in house. During the Track Record Period and up +to the Latest Practicable Date, we had not been subject to any material legal claims or proceedings that +may have an influence on the research and development of our products. +BUSINESS +– 137 – + + +--- page 147 --- +Our Research and Development Team and Core Members +We had assembled a research and development team consists of 126 personnels, accounting for over +22.0% of our workforce, as of the December 31, 2025. Our dedicated and experienced R&D team is led +by Mr. Zhang Han, who possesses over 16 years of profound industry experience in the precision +transmission solution industry. The following table sets forth the details of our core research and +development members. +Core research and +development members Profile +Mr. Zhang Han /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Mr. Zhang Han is an executive Director of our Company and has +served as and technical director since July 2014. He obtained a +bachelor’s degree in mechanical design, manufacturing and +automation, from Taiyuan University of Technology (Ҧɽኪ) +in July 2009. As our technical director and an intermediate engineer, +he is responsible for overseeing the technology research and +development of our Group, such as our R&D initiatives and +technological roadmap. Mr. Zhang has over 16 years of experience in +the mechanical engineering industry. He has led the development and +establishment of the Zhejiang Manufacturing Group Standard for +Harmonic Reducers for Robots. He has led the development of eight +derivative products across the FS and FH series, including a new tooth +profile currently in mass production. He also engineered a compact +dual-steel-wheel product for humanoid robotics and expanded the +harmonic reducer portfolio with both ultra-miniature and larger- +format models to address diverse customer requirements. +Mr. Wu Di /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Mr. Wu Di is the director of our Nanjing R&D center. He holds a +bachelor’s degree in electrical engineering and automation from +Dalian Jiaotong University and a master’s degree in power electronics +and electric drives from Shanghai University of Electric Power. He +previously served as the product line manager at Midea Group, where +he led the strategy, development, and go-to-market execution for +product lines. He is primarily responsible for the joint module and +robotic arm business, as well as the IT digitalization department. Mr. +Wu has established and led both business units from planning through +R&D to mass production and commercialization, while also +overseeing the implementation of MES, WMS and 5G smart factory +systems, building two core growth engines for the company. +BUSINESS +– 138 – + + +--- page 148 --- +Core research and +development members Profile +Mr. Shen Zhongfu /H1100/H1100/H1100/H1100/H1100/H1100Mr. Shen Zhongfu is our deputy director of our Laifual–Chongqing +University Institute, operations director and process engineering +department manager. He holds a bachelor’s degree in mechanical +design, manufacturing and automation from Zhejiang Sci-Tech +University. He previously served as the process engineering +department manager at the R&D center of Shinmay Pump Industry. +He is primarily responsible for the overall process improvement and +efficiency enhancement. Mr. Shen has led the implementation and +execution of our automated workstations, resulting in a 30% increase +in production efficiency and a 40% reduction in costs for the relevant +processes, while effectively ensuring consistency in product +machining. +Ms. Xie De’e /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Ms. Xie De’e is our manager of R&D development. She holds a +bachelor’s degree in electrical engineering and automation and a +master’s degree in electric machines and electric apparatus from +Nanjing University of Aeronautics and Astronautics, respectively. Ms. +Xie has seven years of experience in motor drive development. She +worked at Estun and Midea, where she participated in multiple +projects related to servo drive software design and development. She +is primarily responsible for the development of motor drives. Ms. Xie +has led her team in completing the driver and product design for +dozens of joint modules, developed and commercialized multiple core +algorithms and overcome a range of industry application challenges. +Mr. Zhao Cancan /H1100/H1100/H1100/H1100/H1100/H1100/H1100Mr. Zhao Cancan is our manager of R&D development. He holds a +bachelor’s degree in mechanical and electronic engineering from +Jiangsu University. He previously served as the servo motor +supervisor at Boneng Transmission. He is primarily responsible for +product development of motors and brakes. Mr. Zhao has led the team +in completing the design and development of dozens of frameless +torque motors, overcoming design and mass production challenges for +both electromagnetic brakes and permanent magnet brakes. He has +also advanced motor-brake integration technology, optimized motor +production processes, significantly improved production efficiency +and reduced manufacturing costs. +We retain key management and technical staff with competitive remuneration packages and welfare +benefits. We also invest in training programs to upskill our key staff. In the event of termination of +employment requested by key staff, we closely communicate with the staff for the reason of departure and +feedback for us. We also recruit candidates with relevant knowledge and skills by online recruitment, +campus recruitment and internal referrals, among others, to avoid the negative impact that could be caused +by attrition. +The salient terms of agreements with management and technical staff are set out below. + No conflict. During the employment, the employee shall not engage in any other job, whether +full-time or part-time, without our written consent. +BUSINESS +– 139 – + + +--- page 149 --- + Non-competition. We have the right to unilaterally initiate a non-competition period of up to +two years following the termination of employment. During the term of employment and the +non-competition period initiated by us, the employee shall not engage in any competitive +behavior. + Non-solicitation. During the employment and for two years thereafter, the employee shall not, +directly or indirectly, solicit or attempt to solicit our current and former employees to leave +their employment or solicit or otherwise influence our relationships with our customers or +suppliers. + Inventions arrangement. We own all rights, titles and interests (including patent rights, +copyrights, trade secret rights and all other intellectual property rights of any sort throughout +the world) relating to any and all inventions (whether or not patentable), designs, know-how, +ideas and information made, conceived or reduced to practice, in whole or in part, by the +employee during the term of the employment contract to the fullest extent allowed by +applicable laws, and the employee shall promptly disclose all inventions to us. + Proprietary information arrangement. All inventions and all other business, technical and +financial information (including, without limitation, the identity of and information relating to +customers or employees) the employee develops, learns or obtains during the term of the +employment contract that relate to us or our business or demonstrably anticipated business, or +that are developed in whole or in part during the employment or using our equipment, supplies, +facilities or confidential information, or that are received by or for us in confidence, constitute +proprietary information. The employee shall hold in confidence and not disclose or, except +within the scope of the employment, use any proprietary information. The employee shall +maintain confidentiality obligations indefinitely after the expiration or termination of +employment until we declare such information declassified or that such information becomes +publicly available. The expiration or termination of the employment agreement shall not +release employees from the continued confidentiality obligations. +Our Research and Development Process +Our research and development process involves a framework in which factors such as customers +demand, feasibility analysis, technology developments and application scenarios are taken into +consideration. We have established a comprehensive process to ensure strict control and oversight of our +R&D activities, which is applicable to all our Specialist Technology Product. Our R&D process primarily +encompasses the key steps of (1) conceptual and planning stage, (2) product design and development +stage, (3) process design and development stage, and (4) testing and commercialization stage, after which +we proceed with mass production conducted at our own production facility in Shaoxing, Zhejiang +Province. For each Specialist Technology Product, we tailor our R&D process based on its core +technology. For instance, we mainly focus on (1) materials and heat treatment, bearing R&D and +manufacturing capability, and vertically integrated manufacturing capability for our harmonic reducer; (2) +motor drive technology, encoder technology and motor technology for our joint modules and robotic arms; +and (3) full-chain in-house R&D and integrated design capabilities for our automated workstations. +Furthermore, process from formulation of product concepts to the commencement of mass production may +vary from 180 days to one year, depending mainly on the complexity and novelty of products, as well as +the requirements of relevant customers. We have implemented rigorous control protocols over our research +and development process to ensure full-cycle quality control. In addition, through rigorous front-loaded +validation and process optimization in R&D, we address potential production challenges before they reach +the factory floor, fundamentally reducing lead times by avoiding costly trial-and-error during mass +production. + At the conceptual and planning and project stage, we establish a cross-functional team. Driven +by customer requirements, this team develops the testing protocol, initial special characteristics +BUSINESS +– 140 – + + +--- page 150 --- +list and supporting data. We also initiate facility planning and conduct a rigorous feasibility +analysis before finalizing the project plan for official kick-off. + At the product design and development stage, our R&D personnel proceed with the +development tasks from designing to prototype testing review. Specifically, we undergo +rigorous prototype inspection and validation against our testing protocols. It concludes with +critical gate reviews: a product design review to ensure specification compliance, and a +manufacturability review to guarantee production viability. At this stage, we focus on +optimizing product performance and quality and achieving innovation and improving our +product to meet technical and market demands. + At the process design and development stage, we establish the complete manufacturing +framework by creating essential documentation, including the process flow, PFMEA (a quality +control system), preliminary control plan and work instructions, while finalizing packaging +specifications. To ensure operational readiness, we conduct comprehensive operator and +inspector training and develop the foundational plans for measurement system analysis and +initial process capability studies. This phase concludes with a formal process design review, +where all elements are rigorously assessed and approved before advancing to testing and +commercialization. + At the testing and commercialization stage, we establish a preliminary control plan to guide a +pilot run. This trial is rigorously evaluated through capacity and cycle time testing, initial +process capability studies, packaging assessments, and measurement system analysis, leading +to the official release of the final control plan. The final step of this stage is the final review +by the production-related departments, which serves as a key control milestone for +transitioning to mass production. Upon the successful issuance of the quality control plan, the +process is approved for full-scale production. +INTELLECTUAL PROPERTY RIGHTS +We believe that our intellectual property rights are critical to our continued success. We have taken +the following key measures to protect our intellectual property rights, including (1) establishing a set of +comprehensive internal policies to implement effective management over our intellectual property rights, +(2) timely registration, filing and application for the ownership of our intellectual properties, (3) timely +report to the management upon identification of infringement of our intellectual property rights by third +parties, (4) providing trainings to enhance employees’ intellectual property right awareness and to ensure +our intellectual property protection measures’ long-term effectiveness, and (5) stipulating and emphasizing +the ownership and protection of intellectual properties in the employment agreements and employee +handbook. +As of the Latest Practicable Date, we had 81 granted patents in China, including 52 invention +patents, 26 utility model patents and three design patents, and filed 33 patent applications which were +pending approval. As of the same date, we had 26 registered trademarks. +Examples of patents held by us in connection with our core technologies which we consider to be +material to our business include the following: +BUSINESS +– 141 – + + +--- page 151 --- +Patent name +Place of +registration Patent number Major function Tenure +Expiration +date +Relevant Specialist +Technology +Product Core technology involved +A servo reduction +module with +overload +protection function +and overload +protection method +(ᚐ +ಯᅼ +ᚐ˙ +ج)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +China 202310937144.9 Provide overload protection +for the servo reduction +module while achieving its +miniaturization and light +weighting. +20 years 2043-07-28 Joint modules, +robotic arms, +automated +workstations +Motor drive +technology, encoder +technology, motor +technology, full- +chain in-house R&D +and integrated +design capabilities +Integrated joint +module ( ɓʷᗫ +ືᅼଡ଼) /H1100/H1100/H1100/H1100/H1100 +China 201920724688.6 Deliver a compact, +lightweight integrated +joint module with +minimized wiring needs +and a central through-hole +for internal cable routing, +ensuring concealed wiring +and a clean, aesthetically +refined robot appearance. +20 years 2029-05-20 Joint modules, +robotic arms, +automated +workstations +Motor drive +technology, encoder +technology, motor +technology, full- +chain in-house R&D +and integrated +design capabilities +Angular harmonic +reducer with high +reduction ratio ( ɽ +ಯ +ༀໄ) /H1100/H1100/H1100/H1100/H1100 +China 201410037100.1 Achieve a significantly +increased reduction ratio +by connecting two +harmonic reducers in +series to meet demanding +application requirements, +while incorporating a +spiral bevel gear between +them to enable angular +transmission at any +direction between 90° and +180°. +20 years 2034-01-26 Harmonic +reducers +Tooth profile design, +structural +engineering +capabilities +Harmonic reducer +for robots ( ዚኜɛ +ಯኜ) /H1100/H1100 +China 201610768273.X Implement a compact and +lightweight harmonic +reducer for robots +featuring an integrated +roller bearing assembly, +simplified mounting +interfaces, and a modular +internal structure +comprising a flexspline +assembly and wave +generator housed within a +circular spline to facilitate +straightforward assembly. +20 years 2036-08-30 Harmonic +reducers +Tooth profile design, +structural +engineering +capabilities +BUSINESS +– 142 – + + +--- page 152 --- +Patent name +Place of +registration Patent number Major function Tenure +Expiration +date +Relevant Specialist +Technology +Product Core technology involved +A heat treatment +process combining +over-strength steel +forging and +normalizing- +annealing ( ɓ၇൴ +ۨ +ʈᖵձ͍ৗ˦ഐΥ +ᆠஈଣʈᖵ) /H1100/H1100 +China 201910113533.3 Integrate forging, +normalizing and annealing +into a streamlined +production line that +eliminates separate +normalizing heating, +enables uniform rapid +cooling, reduces energy +and labor costs, and +enhances product quality +stability. +20 years 2039-02-14 Harmonic +reducers +Materials and heat +treatment, bearing +R&D and +manufacturing +capability, vertically +integrated +manufacturing +capability +A heat treatment +process for thin- +walled flexible +gears of harmonic +reducers ( ɓ၇০ +ಯኜᑛኣ +ᆠஈଣ +ʈᖵ) /H1100/H1100/H1100/H1100/H1100/H1100 +China 201910115467.3 Implement a composite heat +treatment for flexible thin- +walled gears through triple +processes: spheroidizing +annealing, high- +temperature quenching and +tempering, and isothermal +quenching, significantly +enhancing tensile strength. +20 years 2039-02-14 Harmonic +reducers +Bearing R&D and +manufacturing +capability +A high-torque, high- +rigidity, and long- +service-life +harmonic reducer +and its processing +method ( ɓಛ৷ҩ +ྪնፓ +ಯኜʿՉ̋ʈ +ج)H1100/H1100/H1100/H1100/H1100/H1100 +China 201910812154.3 Enhance harmonic reducer +performance by installing +internal gear teeth on the +flexspline inner wall to +reduce heat generation, +provide space for lubricant +retention and flow, +improve lubrication +between the flexspline and +flexible bearing, increase +flexspline rigidity, and +extend service life. +20 years 2039-08-30 Harmonic +reducers +V ertically integrated +manufacturing +capability +Harmonic reducer +with a spherical +flexible bearing +(ו +ಯኜ) /H1100/H1100 +China 202110367723.5 Install a reinforcement +component between the +outer wall of the circular +spline and the top surface +of the cross-roller bearing +to prevent deformation +and loosening, thereby +significantly extending the +service life of the +harmonic reducer. +20 years 2041-04-06 Harmonic +reducers +Bearing R&D and +manufacturing +capability +BUSINESS +– 143 – + + +--- page 153 --- +Patent name +Place of +registration Patent number Major function Tenure +Expiration +date +Relevant Specialist +Technology +Product Core technology involved +A harmonic reducer +with vibration +damping and its +manufacturing +method ( ɓ၇̙ಯ +ಯኜʿ +ج)H1100/H1100/H1100 +China 202010069568.4 Produce a harmonic reducer +whose output end dampens +transmission of internal +vibration to rigid +transmission components +while enhancing the +elasticity and aging +resistance of the rubber +layer. This invention also +provides a manufacturing +method for a vibration- +damping harmonic +reducer. +20 years 2040-01-10 Harmonic +reducers +V ertically integrated +manufacturing +capability +A harmonic reducer +with a composite +ball bearing and +associated lower +housing +manufacturing +method ( ɓ၇੭ል +ಯ +ኜʿɨಠႡி +ج)H1100/H1100/H1100/H1100/H1100/H1100 +China 202110145695.2 Deliver a high-torque, high- +rigidity, long-life harmonic +reducer incorporating a +composite ball bearing +with hybrid roller-ball +elements to enhance load +capacity across high and +low-speed applications, +increase output load +rating, and extend service +life. +20 years 2041-02-02 Harmonic +reducers +Bearing R&D and +manufacturing +capability, vertically +integrated +manufacturing +capability +A flexible gear for +harmonic reducer +and its +manufacturing +method (ت +ቃ +ج)H1100/H1100 +China 202110145704.8 Enable direct wave generator +action on the flexible ring +to extend service life, +while utilizing +simultaneous multi-gear +casting to enhance +production efficiency, +precision, and component +strength. +20 years 2041-02-02 Harmonic +reducers +Tooth profile design, +vertically integrated +manufacturing +capability +As advised by our PRC Legal Advisor, pursuant to the Patent Law of the PRC ( ʕശɛ͏ձਖ਼ +جan invention patent registered in China is valid for a term of 20 years from the date of filing of the +application for the patent, an utility model patent registered in China is valid for a term of 10 years from +the date of filing of the application for the patent, and since June 1, 2021, a design patent registered in +China is valid for a term of 15 years from the date of filing of the application for the patent. Despite our +precautions, however, third parties may obtain and use our intellectual property without our consent. +Unauthorized use of our intellectual property by third parties and the expenses incurred in protecting our +intellectual property rights from such unauthorized use may adversely affect our business and results of +operations. See “Risk Factors—Risks Relating to the Research and Development and Intellectual Property +Rights of Our Products.” Our Directors confirm that there was no instances of infringement of third +parties’ intellectual property rights, material disputes or any other pending material legal proceedings +related to intellectual property rights with third parties during the Track Record Period and up to the Latest +Practicable Date. Based on the due diligence conducted by the Sole Sponsor, nothing has come to the +attention of the Sole Sponsor that would reasonably cause the Sole Sponsor to cast doubt on the Directors’ +aforesaid confirmation on intellectual property rights. +BUSINESS +– 144 – + + +--- page 154 --- +SALES AND MARKETING +During the Track Record Period, we primarily sold our products to customers located in China. +During the Track Record Period, our revenue from sales to customers located outside China was RMB2.6 +million, RMB4.6 million and RMB7.0 million in 2023, 2024 and 2025, respectively, representing 2.8%, +4.3% and 2.7% of our total revenue for same periods, respectively. +We adopted hybrid sales channels and sold our products through both direct sales and distributors. +The following table sets forth a breakdown of our revenue by distribution channels for the periods +indicated. +Y ear ended December 31, +2023 2024 2025 +Amount % Amount % Amount % +(RMB in thousands except for percentages) +Direct sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110055,249 58.4 61,645 57.2 127,850 49.0 +Distributorship /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110039,296 41.6 46,069 42.8 133,018 51.0 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110094,545 100.0 107,714 100.0 260,867 100.0 +Our sales force is essential to build, maintain and promote our brand image by interacting, +introducing and demonstrating the features of our products directly to our customers. As of December 31, +2025, we had assembled a dedicated sales and procurement team of 21 members with strong expertise in +the sales of our products. The technically complex nature of our product requires our sales force to possess +specialized expertise. Our sales and marketing team is equipped with knowledge of our products and is +primarily responsible for frequently communicating with our customers and understanding their feedback +on the quality, improvements and market demand of our products. To encourage and incentivize our sales +force, we have implemented a compensation structure combines a fixed salary with performance-based +assessments and special incentives. +Our Sales Arrangement +Direct sales +In 2023, 2024 and 2025, we had 350, 332 and 313 direct sale customers, respectively. Our direct +sales customers mainly comprise leading companies in robotic industries. We sell our products to +customers via direct sales at their demand. We believe that our direct engagement with these customers +and our proactive efforts to develop and strengthen relationship with them can enable us to address their +demands in a satisfactory and efficient manner, accumulate critical know-hows, and enhance our market +penetration and positioning in the relevant downstream sectors. We source new business opportunities +mainly through direct marketing initiatives, by participating in industry exhibitions or acting upon +publicly available information published by potential customers, among other measures. +The following table sets forth certain key metrics of our direct sales customers for the periods +indicated. +Y ear ended December 31, +2023 2024 2025 +Number of direct sales customers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100350 332 313 +Number of new direct sales customers /H1100/H1100/H1100/H1100/H1100/H1100/H1100235 186 179 +Average direct sales customer value (1) +(RMB in thousands) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100158 186 408 +BUSINESS +– 145 – + + +--- page 155 --- +Y ear ended December 31, +2023 2024 2025 +Direct sales customer retention rate (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044% 42% 40% +Net dollar retention rate of direct sales +customers (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100107% 89% 151% +(1) Calculated by dividing the revenue generated from direct sales in a given year by the number of direct sales customers +who purchased our products in the same year. +(2) Calculated by dividing the number of direct sales customers of both current and previous periods by the number of +direct sales customers of the previous period, multiplied by 100%. +(3) Calculated by dividing the revenue of a current period from direct sales customers of both current and previous periods +by the revenue of the previous period of such direct sales customers, multiplied by 100%. +Our number of direct sales customers decreased from 350 in 2023 to 332 in 2024 and further to 313 +in 2025, and our direct sales customer retention rate decreased from 44% in 2023 to 42% in 2024 and +further to 40% in 2025. Such decreases were primarily due to our strategic optimization of the direct sales +channel to reduce inefficient sales and administrative procedures. This trend reflects our deliberate shift +away from lower-margin customers to focus on higher-value relationships, reinforcing our commitment to +long-term profitability over short-term volume. +Principal terms of sales agreements with direct sales customers +We typically enter into sales agreements and purchase orders with our direct sales customers. The +following paragraphs set forth a summary of the salient terms of our arrangements with direct sales +customers. + Term and termination. Our sales agreements with direct sales customers generally range from +one to two years. Parties may terminate the sales agreement upon mutual agreement. We are +required to supply the purchased products within the time period indicated in our contract with +our direct sales customers. + Product specification . Our customers typically set forth specific product specification +requirements for the products ordered, including the type and specific models, additional +components of the model purchased, if applicable, number of products, price per unit and the +total price. + Product delivery. Typically, we are responsible for delivering products to the customer’s +designated location. + Pricing . We sell our products to direct sales customers at agreed levels as stipulated in +purchase orders. + Supporting services . We are responsible for providing supporting services to the direct sales +customers. + Product return and warranty . We do not allow product return from our direct sales customers. +Our warranty term is usually 12 months, and applies only to limited circumstances, such as +defects or failure of products or services that do not meet the quality standards as specified and +agreed in the agreements. + Risk allocation. The risk of damage is generally on the direct sales customers once our +products are delivered to direct sales customers. +BUSINESS +– 146 – + + +--- page 156 --- + Return and exchange . Products are typically accepted in accordance with customer’s +specifications, as well as national and industry standards. Should any quality issues arise, we +shall be responsible for replacement or the direct sales customers can return the products. + Minimum purchase commitment. We do not require the direct sales customers to meet any +minimum purchase amount. +Sales through distributors +We have adopted a distributorship model for a portion of the sales and distribution of our products +to end customers. As the industry has a large number of small and medium-sized customers, we utilize a +distributor model to achieve a wider market reach and provide more localized service to end customers. +The downstream customers of our major distributors primarily include companies in the fields of machine +tools, industrial robots and palletizing robots. According to the CIC Report, the engagement of distributors +for the sales of products is in line with industry norm. Our distribution arrangements are non-exclusive. +Our relationship with distributors is categorized as seller-buyer relationships, as they buy out our products +from us and then resell the products to the end customers. We recognize sales revenues from distributors +when the control over our products is transferred to such distributors. +Our distributors are not allowed to sub-distribute our products to other parties without our prior +consent. During the Track Record Period and up to the Latest Practicable Date, we were not aware of any +sub-distributors of our products. +The following table sets forth the key metrics of our distributors for the periods indicated. +As of/for the year ended December 31, +2023 2024 2025 +Number of distributors at the beginning of the +year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020 20 23 +Number of new distributors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100134 +Number of exiting distributors /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100 +Number of distributors at the end of the year /H1100/H110020 23 27 +Average distributor value (1) (RMB in +thousands) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,965 2,003 4,927 +Distributor retention rate (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110095% 100% 100% +Net dollar retention rate of distributors (3) /H1100/H1100/H1100/H1100/H1100137% 116% 257% +(1) Calculated by dividing the revenue generated from distributorship in a given year by the number of distributors who +purchased our products in the same year. +(2) Calculated by dividing the number of distributors of both current and previous periods by the number of distributors +of the previous period, multiplied by 100%. +(3) Calculated by dividing the revenue of a current period from distributors of both current and previous periods by the +revenue of the previous period of such distributors, multiplied by 100%. +Our historical sales through distributors were generally recurring, except for circumstances where we +terminated our relationship with certain distributors. During the Track Record Period and up to the Latest +Practicable Date, we did not experience material breach of distribution agreements that had a significant +impact on our business, nor did we have any material disputes with or experience any return or exchange +of products from our distributors that had a material adverse effect on our business. +To the best of our knowledge, during the Track Record Period and up to the Latest Practicable Date, +all of our distributors were independent third parties. To the best of our knowledge, except for the business +BUSINESS +– 147 – + + +--- page 157 --- +relationship with us pursuant to the distribution arrangements, there is no other relationship between the +distributors and each of our Company, our subsidiaries, our Shareholders who own 5% or more of our total +issued Shares, Directors or senior management or any of their respective associates. +Principal terms of distribution agreements +We typically enter into distribution agreements with our distributors. The following paragraphs set +forth a summary of the salient terms of our arrangements with distributors. + Term. The term of the distribution agreement is typically one to three years. Parties may +terminate the distribution agreement in the event of either party breaches any material term or +condition after written notice. + Pricing and payment term . We set the minimum selling prices of our products by our +distributors to the end customers. We generally require prepayments from our distributors +before delivery, while we may grant credit term to certain distributors with good credit profile +and/or collaborative relationship with us, with a credit term typically ranging from two to six +months. + Purchase amount and sales target . The distributors confirm the purchase amount with us in +written purchase orders specifying product model, specifications, quantity and total amount. +We do not set purchase amounts and sales targets for our distributors. + Product return and warranty . We do not allow product return from our distributors. Our +warranty term is usually 12 months, and applies only to limited circumstances, such as defects +or failure of products or services that do not meet the quality standards as specified and agreed +in the agreements. For such quality issues, we offer free exchanges. +Distributor management +We have implemented certain measures to monitor and manage our distributors, including those on +distributor selection, and will terminate collaborations with distributors who violate the distribution +agreement: + Distributor selection . We conduct distributor selection based on evaluation of their reputation, +customer resources, financial stability and service capabilities, and issue distributor certificates +to qualified ones as our consistent practice. + Channel stuffing risk management . To mitigate the risk of channel stuffing, we require our +distributors to establish formal inventory management systems, conduct regular inventory +checks and maintain optimal inventory levels aligned with market demand, so as to avoid +overstocking or stockouts. We do not set sales targets for distributors that may pressure them +into placing excessive orders. Instead, we maintain ongoing communication with distributors +to monitor their inventory status and ensure their stock levels match actual market demand. +Except for products returned due to quality issues caused by us, we do not accept returns of +unsold goods from distributors, which curtails distributors’ motivation to overstock. These +measures ensure healthy channel inventory levels and effectively mitigate risks of price erosion +and excess stock. + Anti-cannibalization . We manage cannibalization risks among distributors by specifying the +products to be distributed and the geographical regions for which a distributor is responsible +for in the agreement. We prohibit distributors from selling products outside the respective +BUSINESS +– 148 – + + +--- page 158 --- +designated geographical regions without prior written consent from us. If the distributor +breaches such term, we shall have the right to terminate the agreement, and the distributor shall +bear full liability for all direct and indirect losses incurred by us as a result thereof. +Marketing and Branding +We believe that the competitive advantages of our products, close ties with key players in relevant +downstream sectors, mass production experience and our commitment to product-market-fit have played +a significant role in appealing to customers and enhancing our market penetration. Due to the nature of +our products and customers, we have adopted an efficient and targeted go-to-market approach, focusing +on constructive ongoing communications with key players in relevant downstream sectors, including +topics on product development, technology trends and supply chain strategies. During such process, we +identify and address evolving customer needs and pain points, which provides critical insights to support +our new product development while simultaneously enhancing customer stickiness. +To further enhance our visibility and cultivate our brand image, we selectively participate in industry +symposiums and exhibitions, especially domestic and international specialized niche exhibitions to expand +our market influence, foster business collaborations and engage directly with potential clients. We also +share our latest developments, industry analyses and product information through diverse online media +channels. We utilize social media platforms for business engagement, attracting the attention of +downstream manufacturers and engineers. +We also employ content marketing strategies, including case studies and technical blogs, to highlight +the value of our products in practical applications. Furthermore, we enhance online visibility through +search engine optimization and search engine marketing, deploying targeted advertisements on +mainstream search engines to reach potential customers. For brand promotion, we collaborate with key +opinion leaders in the robotics field, industry experts and internationally renowned university research +institutions to co-create content. Additionally, we enhance brand credibility through public relations +activities, such as issuing press releases and participating in industry award competitions. We continuously +monitor marketing effectiveness, use data analysis tools to optimize strategies, ensure efficient resource +allocation and maximize market penetration. +Pricing +The price range of our products tend to vary depending on different functions and complexity and +customer specifications. We have also adopted a hybrid pricing strategy that combines standard and +customized product models, implementing flexible approaches to pricing and business cooperation. We +primarily determine our product pricing through negotiations with our customers. Meanwhile, we consider +factors such as our costs, desired profit margin, pricing of similar products of competitors and degree of +market competition in formulating our pricing policies. We also take into account order-specific factors +such as the quantity, specification or product types, the customer’s required delivery timeline, payment +and settlement terms. We pursue a dynamic pricing balance that both creates value for our customers and +ensures our own sustainable development. This strategy helps avoid excessive competition and lays a solid +foundation for long-term customer partnerships. +CUSTOMERS +Our customers during the Track Record Period primarily include direct sales customers in the fields +of humanoid robots, industrial robots and other automation equipment, as well as distributors. In 2023, +2024 and 2025, revenue generated from our top five customers for each year during the Track Record +Period accounted for 29.3%, 37.7% and 42.3% of our total revenue of such period, respectively, and +revenue generated from our largest customer for each year during the Track Record Period accounted for +BUSINESS +– 149 – + + +--- page 159 --- +8.4%, 10.9% and 12.1% of our total revenue in the same periods, respectively. We typically settle +payments with our top five customers by bank transfer and bank acceptance bills. All of our top five +customers in each year during the Track Record Period were located in China. +The following tables set forth the details of the five largest customers in each year during the Track +Record Period. +Customer +Revenue +amount +Percentage +of revenue +contribution +Type of +customer +Commencement of +collaboration Payment term +Products and/or services +provided by us +(RMB in +thousands) (%) +For the year ended December 31, 2023 +Customer A (1) /H1100/H1100/H11007,987 8.4 Distributor 2018 90 days upon +receipt of +invoice +Harmonic reducers and +other precision +components +Customer B +(2) /H1100/H1100/H11006,371 6.7 Direct sales +customer +2020 30 days upon +receipt of +invoice +Harmonic reducers and +other precision +components +Customer C +(3) /H1100/H1100/H11005,169 5.5 Distributor 2021 180 days upon +receipt of +invoice +Harmonic reducers and +other precision +components +Customer D +(4) /H1100/H1100/H11004,081 4.3 Distributor 2016 90 days upon +receipt of +invoice +Harmonic reducers and +other precision +components +Customer E +(5) /H1100/H1100/H11004,047 4.3 Direct sales +customer +2018 30 days upon +receipt of +invoice +Harmonic reducers and +other precision +components +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,655 29.3 +For the year ended December 31, 2024 +Customer A /H1100/H1100/H1100/H110011,740 10.9 Distributor 2018 90 days upon +receipt of +invoice +Harmonic reducers and +other precision +components +Customer F +(6) /H1100/H1100/H11008,987 8.3 Direct sales +customer +2021 90 days upon +receipt of +invoice +Harmonic reducers and +other precision +components +Customer B /H1100/H1100/H1100/H11007,601 7.1 Direct sales +customer +2020 30 days upon +receipt of +invoice +Harmonic reducers and +other precision +components +Customer G +(7) /H1100/H1100/H11006,238 5.8 Distributor 2022 30 days upon +receipt of +invoice +Harmonic reducers and +other precision +components; Joint +modules and robotic +arms +Customer H +(8) /H1100/H1100/H11006,026 5.6 Direct sales +customer +2018 180 days upon +receipt of +invoice +Harmonic reducers and +other precision +components +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110040,592 37.7 +BUSINESS +– 150 – + + +--- page 160 --- +Customer +Revenue +amount +Percentage +of revenue +contribution +Type of +customer +Commencement of +collaboration Payment term +Products and/or services +provided by us +(RMB in +thousands) (%) +For the year ended December 31, 2025 +Customer I (9) /H1100/H1100/H110031,637 12.1 Distributor 2021 90 days upon +receipt of +invoice +Harmonic reducers and +other precision +components; Joint +modules and robotic +arms +Customer G /H1100/H1100/H1100/H110023,424 9.0 Direct sales +customer +2022 90 days upon +receipt of +invoice +Harmonic reducers and +other precision +components; Joint +modules and robotic +arms +Customer A /H1100/H1100/H1100/H110022,215 8.5 Distributor 2018 90 days upon +receipt of +invoice +Harmonic reducers and +other precision +components; Joint +modules and robotic +arms +Customer C /H1100/H1100/H1100/H110021,719 8.3 Distributor 2021 180 days upon +receipt of +invoice +Harmonic reducers and +other precision +components; Automated +workstations +Customer E /H1100/H1100/H1100/H110011,485 4.4 Direct sales +customer +2018 30 days upon +receipt of +invoice +Harmonic reducers and +other precision +components +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100110,480 42.3 +(1) Includes the entities that were under the control of Customer A with their transaction amounts with the Group presented on an +aggregate basis. Customer A is a private company incorporated in 2018, focusing on the research, development and sale of +industrial automation control systems, hardware and electromechanical equipment, with a registered capital of RMB5.0 million. +(2) Customer B is a private company incorporated in 2016, primarily engaged in the research and development, manufacturing +and sales of industrial robots, special-purpose robots and related motion control and automation systems, with a registered +capital of RMB12.0 million. +(3) Includes the entities that were under the control of Customer C with their transaction amounts with the Group presented on +an aggregate basis. Customer C is a private company incorporated in 2021, focusing on technology services, sales of new +energy power machinery and micro-motor components, robotics and mechanical equipment, with a registered capital of +RMB1.0 million. +(4) Customer D is a private company incorporated in 2014, primarily engaged in domestic trade and import/export of goods and +technology; its licensed operations include the R&D, production and sales of electromechanical equipment, general machinery +and mold products and their parts, with a registered capital of RMB1.0 million. +(5) Includes the entities that were under the control of Customer E with their transaction amounts with the Group presented on +an aggregate basis. Customer E is a private company incorporated in 2014 and a leading industrial robot enterprise, primarily +engaged in the R&D, manufacturing, sales, maintenance and import/export of industrial robots, service consumer robots and +intelligent manufacturing equipment, with a registered capital of RMB23.9 million. +(6) Includes the entities that were under the control of Customer F with their transaction amounts with the Group presented on +an aggregate basis. Customer F is a private company incorporated in 2014, primarily engaged in the R&D, manufacturing and +sales of intelligent and industrial robots, as well as related AI hardware and software. It also provides technical services, +import/export and industrial automated workstations, with a registered capital of RMB63.6 million. +(7) Customer G is a private company incorporated in 2022, primarily engaged in the R&D, manufacturing and sales of intelligent +and industrial robots, related AI hardware and software, as well as technical services, import and export and industrial +automated workstations, with a registered capital of RMB1.0 million. +BUSINESS +– 151 – + + +--- page 161 --- +(8) Includes the entities that were under the control of Customer H with their transaction amounts with the Group presented on +an aggregate basis. Customer H is a private company incorporated in 2018 and a leading industrial robot enterprise, +specializes in the R&D, production, and sales of intelligent robots, industrial automation control systems and computer +software/hardware. Its business also includes technical services, maintenance and import and export operations, with a +registered capital of RMB40.0 million. +(9) Customer I is a private company incorporated in 2018, focusing on the R&D and sales of intelligent robots, industrial +automation systems and multi-axis CNC equipment, with a registered capital of RMB0.5 million. +To the best of our knowledge, all of our five largest customers in each year during the Track Record +Period were independent third parties. As of the Latest Practicable Date, none of our Directors, their +associates or any of our Shareholders (who or which to the knowledge of the Directors owned more than +5% of our issued share capital) had any interest in any of our five largest customers in each year during +the Track Record Period. +To the best of our knowledge, none of our five largest customers during the Track Record Period, +including their ultimate beneficial owners, directors or senior management, have any past or present +relationships (including business, employment, financing, family, trust or otherwise) with us, our +subsidiaries, their shareholders, directors, senior management, or any of their respective associates. +SUPPLIERS +Procurement Model and Supplier Management +We have established a procurement team to arrange and place orders for our major procurements, +including our raw materials, such as steels, alloys, components and bearings for the production of our +products. Our procurement team are responsible for formulating our procurement plans, development, +evaluations and management of suppliers, demand analysis, price comparison and negotiation and +procurement cost management. We have also implemented systematic procurement procedures focused on +bulk procurement, to enhance our procurement efficiency. We require the suppliers to develop and +manufacture the components based on our specifications with quality standards satisfactory to us. Upon +receiving the components, we retain the right to reject or return based on the results of our inspection. +We normally enter into framework agreements with raw materials and components providers which +set out the general terms and conditions of cooperation. We make separate purchase orders pursuant to the +framework agreements and negotiate prices and volumes before each purchase order. We make the +payment as set forth in the purchase order, and the supplier is typically responsible for the delivery of the +products. Prior to entering into business relationships with such raw materials and components providers, +we evaluate a variety of factors, including their product quality, qualification, reputation, pricing and +overall services. We perform thorough due diligence on our suppliers, request samples before making +purchase orders and regularly monitor and review their performance. +Manufacturing Partners +During the Track Record Period, we also engaged manufacturing partners for certain production +processes, such as forging and turning services for parts and components. See “—Production.” We +typically select manufacturing partners based on prices, contract performance and quality of services. We +maintain good relationships with our manufacturing partners through frequent communication on +project-related matters, particularly on the progress of work and project requirements. There was no +material delay in delivery of services by our manufacturing partners during the Track Record Period. In +2023, 2024 and 2025, our outsourced costs amounted to RMB2.6 million, RMB2.8 million and RMB3.6 +million, respectively, accounting for 3.9%, 3.4% and 1.8% of our total cost of sales in the same respective +periods. +BUSINESS +– 152 – + + +--- page 162 --- +Major Suppliers +Our suppliers primarily consist of (1) providers of raw materials, such as steels, alloys, components +and bearings for the production of our products; (2) suppliers offering forging and turning services for +parts and components; and (3) suppliers of manufacturing equipment. In 2023, 2024 and 2025, our cost +of materials accounted for 33.7%, 33.1% and 57.1% of our total cost of sales, respectively. Our cost of +materials primarily includes steels, bearings and machined parts. During the Track Record Period, our +providers of raw materials primarily located in Zhejiang Province, Jiangsu Province, Henan Province, +Shanghai and Japan. The composition of our top five suppliers for each year fluctuated during the Track +Record Period, primarily due to our evolving procurement needs for various raw materials and equipment +for production. In 2023, 2024 and 2025, purchases from our top five suppliers for each year during the +Track Record Period accounted for 29.4%, 28.4% and 30.5% of our total purchase amount of such period, +respectively, and the purchase from our largest supplier for each year during the Track Record Period +accounted for 10.8%, 9.6% and 11.8% of our total purchase amount in the same periods, respectively. We +typically settle payments with our top five suppliers by bank transfer and bank acceptance bill. +The following tables set forth the details of our top five suppliers in each year during the Track +Record Period. +Supplier +Purchase +amount +Percentage +of purchase +contribution +Commencement of +collaboration Payment term +Products and/or services +purchased Location +(RMB in +thousands) (%) +For the year ended December 31, 2023 +Supplier A (1) /H1100/H11007,496 10.8 2014 60 days Flexible bearings China +Supplier B (2) /H1100/H11004,071 5.9 2022 Prepayment Manufacturing +equipment +China +Supplier C (3) /H1100/H11003,047 4.4 2022 Prepayment Manufacturing +equipment +Japan +Supplier D (4) /H1100/H11002,953 4.3 2018 Payment upon +delivery +Steel rods China +Supplier E (5) /H1100/H11002,783 4.0 2021 Prepayment Gear skiving machine +and gear measuring +instruments +Hong Kong +Total /H1100/H1100/H1100/H1100/H1100/H1100/H110020,350 29.4 +For the year ended December 31, 2024 +Supplier F +(6) /H1100/H110010,743 9.6 2023 Payment upon +delivery +Building construction +service +China +Supplier G (7) /H1100/H11005,545 5.0 2024 Prepayment Manufacturing +equipment +China +Supplier H (8) /H1100/H11005,282 4.7 2023 Payment upon +delivery +Concrete for building +construction +China +Supplier E /H1100/H1100/H11005,140 4.6 2021 Prepayment Gear skiving machine +and gear measuring +instruments +Hong Kong +Supplier I +(9) /H1100/H1100/H11005,068 4.5 2023 Payment upon +delivery +V alve snail China +Total /H1100/H1100/H1100/H1100/H1100/H1100/H110031,778 28.4 +BUSINESS +– 153 – + + +--- page 163 --- +Supplier +Purchase +amount +Percentage +of purchase +contribution +Commencement of +collaboration Payment term +Products and/or services +purchased Location +(RMB in +thousands) (%) +For the year ended December 31, 2025 +Supplier J (10) /H1100/H110030,399 11.8 2025 30 days Machined parts China +Supplier K (11) /H1100 26,793 10.4 2022 Prepayment Manufacturing +equipment +China +Supplier L (12) /H1100 8,458 3.3 2025 Payment upon +delivery +Building construction +service +China +Supplier M (13) /H1100 6,513 2.5 2024 Prepayment Manufacturing +equipment +Switzerland +Supplier N (14) /H1100 6,344 2.5 2024 30 days Electromotor shell China +Total /H1100/H1100/H1100/H1100/H1100/H1100/H110078,507 30.5 +(1) Supplier A is private company engaged in the manufacturing and sales of bearings, transmission components and automotive +parts, with a registered capital of RMB54.5 million. +(2) Supplier B is a private company engaged in software development, general equipment manufacturing and repair, as well as +the production and sales of industrial furnaces and environmental protection equipment, with a registered capital of RMB30.2 +million. +(3) Supplier C is a private company specializing in the manufacture and sales of high-precision cylindrical grinders and CNC +machine tools. +(4) Supplier D is a private company specializing in the trade of mold steel and other special steel materials and providing related +technical services, with a registered capital of USD3.9 million. +(5) Supplier E is a private company specializing in the research, development and sales of mechanical equipment; the sales of +machine tool functional components and accessories; and the sales of instruments and meters. +(6) Supplier F is a private company engaged in construction services for infrastructure, building, and electrical engineering, and +trades construction materials, with a registered capital of RMB20.1 million. +(7) Supplier G is a private company engaged in the R&D and sales of mechanical equipment, CNC machine tools and provides +related technical services, with a registered capital of RMB1.0 million. +(8) Supplier H is a private company engaged in the manufacturing and sales of cement products and building materials, with a +registered capital of RMB25.0 million. +(9) Supplier I is a private company specializing in the production and sales of ready-mix concrete, asphalt concrete, cement +blocks and sand aggregates, with a registered capital of RMB10.0 million. +(10) Supplier J is a private company specializing in the R&D, manufacturing and sales of intelligent and industrial robots, with +a registered capital of RMB10.0 million. +(11) Supplier K is a private company primarily engaged in the manufacturing and sales of CNC machine tools and industrial robots, +with a registered capital of RMB10.0 million. +(12) Supplier L is a private company licensed for construction engineering and residential interior decoration, with a registered +capital of RMB16.9 million. +(13) Supplier M is a private company engaged in the development, production and sales of CNC grinding machines, along with +aftersales and consulting services, with a registered capital of CHF1.0 million. +(14) Supplier N is a private company specializing in the processing and sales of mechanical parts and components and motor +manufacturing, with a registered capital of RMB5.0 million. +To the best of our knowledge, all of our five largest suppliers in each year during the Track Record +Period were independent third parties. As of the Latest Practicable Date, none of our Directors, their +BUSINESS +– 154 – + + +--- page 164 --- +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 top five suppliers in each year during the +Track Record Period. +We enter into framework agreements with our major suppliers and place purchase orders or +processing orders on case-by-case basis. The following paragraphs set forth a summary of the salient terms +of our framework agreements with suppliers. + Term and termination . The term for the framework agreement is typically two years. Parties +may terminate the framework agreements in the event of a breach of contract. + Prices . The agreements generally do not specify quantity and price, which we set out in +separate purchase orders. + Payments . The purchase orders set out specific payment terms depending on the type of +products and/or services to be procured. + Delivery . The supplier is generally responsible for delivering the raw materials and/or +components to our designated locations. + Quality assurance . Generally, our suppliers are required to meet our specified quality +requirements and are responsible for defects resulting from suppliers’ conduct. + Minimum purchase commitment. We do not set a minimum purchase amount for our suppliers. +In addition, we enter into quality assurance agreements with certain suppliers to reinforce our quality +control. Our Directors confirm that we had not experienced any material fluctuations in prices set by our +suppliers, material breach of contract on the part of our suppliers or material delay in delivery of our +orders from our suppliers during the Track Record Period and up to the Latest Practicable Date. +OVERLAPPING MAJOR CUSTOMERS AND SUPPLIERS +During the Track Record Period, certain of our major customers were also our suppliers. Customer +F was also our supplier in each year of the Track Record Period, respectively, and they mainly provided +us robot for our R&D purposes. In 2023, 2024 and 2025, our purchases from Customer F accounted for +0.53%, 0.95%, 0.02% of our total purchase amount, respectively. Customer G was also our supplier in each +year of the Track Record Period, respectively, and they mainly supplied us reducers and encoders for our +R&D purposes. In 2023, 2024 and 2025, our purchases from Customer G accounted for 0.06%, nil and nil +of our total purchase amount, respectively. +We made occasional purchases from such overlapping customers and suppliers to test our product +compatibility and assessing potential enhancement requirements, or because we supply products that they +require, resulting in reciprocal transactions in the ordinary course of business. Negotiations of the terms +of our sales to and purchases from such overlapping customers/suppliers were conducted on an individual +basis, and the sales and purchases were neither inter-connected nor inter-conditional with each other. All +of our sales to and purchases from such overlapping customers/suppliers were conducted in the ordinary +course of business under normal commercial terms and in arm’s length transactions. Our Directors +confirmed that, save as disclosed herein, none of our major customers was also a supplier, and vice versa, +during the Track Record Period. +PRODUCTION +During the Track Record Period, we manufactured and produced our harmonic reducers and other +precision components, joint modules and robotic arms products and automated workstations through our +BUSINESS +– 155 – + + +--- page 165 --- +production facilities in Shaoxing, Zhejiang Province. Prior to the establishment of our production facility +in 2025, we started self-production in 2013 in leased facilities in Shaoxing. Our production facility in +Shaoxing, Zhejiang Province commenced operation in August 2025. In 2023, 2024 and 2025, our +manufacturing overhead costs accounted for 39.8%, 34.3% and 21.1% of our total cost of sales, +respectively. Our manufacturing overhead costs primarily include consumables, utilities, equipment +maintenance expenses and depreciation. As of the Latest Practicable Date, we continued to collaborate +with a number of manufacturing partners mainly for the production of certain production processes, such +as forging and turning services for parts and components, while the remainder of the production process +were primarily completed by our own production facility. Forging and turning services are preliminary +processing stages that transform raw materials into semi-finished components, ensuring the structural +integrity and dimensional foundations required for subsequent high-precision machining. There was no +material delay in delivery of services by our manufacturing partners during the Track Record Period. In +2023, 2024 and 2025, our outsourced costs amounted to RMB2.6 million, RMB2.8 million and RMB3.6 +million, respectively, accounting for 3.9%, 3.4% and 1.8% of our total cost of sales in the same respective +periods. +We formulate production schedules and plans according to the market demand, taking into +consideration the level of our stock and utilization rates of our production facility. We have implemented +a set of internal production and operation policies to promote our compliance with applicable national and +international industry standards. We carry out regular inspections to assess the conditions of our +production facilities and conduct necessary repairs and maintenance. We have also introduced and +implemented a stringent reporting system as to all the accidents and malfunction of the equipment and +keep all the relevant records. +Production Equipment +We are committed to staying at the forefront of technological advancements in production. By +continuously introducing advanced manufacturing equipment and optimizing our production processes, we +aim to enhance both product quality, production efficiency and cost competitiveness. To meet the growing +demands for product performance, precision and delivery efficiency, we have made significant +investments in advanced manufacturing equipment. These investments ensure that we continue to meet the +stringent performance expectations of our customers. +Our major machinery and equipment are primarily sourced from leading manufacturers in China and +Japan. Our production portfolio mainly consists of gear machining equipment precision machining +equipment, heat treatment equipment and testing equipment. Our gear machining equipment precision +machining equipment primarily includes gear shaping machines ( ౢዚ), gear skiving machines ( ԓዚ), +gear hobbing machines ( ဆዚ), follow grinding machines ( ᎇਗጋґ), as well as precision CNC lathes +(ၚᅰછԓґ). Our heat treatment equipment primarily includes roller-bar salt bath furnaces ( ቆಏό +कᘟ) for quenching, tempering, normalizing and isothermal treatment, roller-hearth mesh belt furnaces +(ϖቆόၣ੭ᘟ) for quenching, tempering and normalizing treatment, pit furnaces for high-temperature +tempering treatment and vacuum quenching furnaces for quenching treatment. In addition, our testing +equipment primarily includes comprehensive performance test benches, gear measuring instruments, +coordinate measuring machines and contour instruments. Leveraging these advanced manufacturing +equipment, we are able to ensure the high precision, reliability and consistency of our products. +Production Process +We have set streamlined production processes to ensure the production efficiency and quality of our +major products. Our production process is fully self-controlled and standardized across all stages. While +the specifics vary slightly depending on the product type and industry application, the core manufacturing +flow is built on a material preparation, assembly and inspection, thereby ensuring product standardization +and reliability. We generally commence production upon receipt of customer orders. +BUSINESS +– 156 – + + +--- page 166 --- +The following diagram illustrates the principal steps of the production process generally applicable +to harmonic reducer products. While the specifics vary slightly depending on the product type and industry +application, the core manufacturing flow remained the same. +Raw materials Forging Heat treatment Precision +machining +Grinding +machining +Gear +machiningInspectionAssembly +represents external production processes. +represents our in-house production processes. + Heat treatment stage . This stage encompasses processes such as normalizing ( ͍˦), annealing +(ৗ˦), quenching ( ଏ˦) and tempering ( Ϋ˦). Annealing and normalizing are processes that +reduce the hardness and increase the toughness of forged materials, making the subsequent +machining operations easier. In contrast, quenching and tempering enhance the material’s +hardness and endurance, ensuring the part meets the required working strength specifications. +Different heat treatment processes are employed primarily to improve the material’s +mechanical properties and manufacturability. + Precision machining stage . After the heat treatment stage, we complete the part’s +transformation from rough stock to its formed shape, utilizing precision CNC lathes, machining +centers, and other devices. + Grinding machining stage . It employs high-precision grinding wheels to grind the part’s +surface. + Gear machining stage . The core gear machining process for both flexspline and circular spline +improves the accuracy of the gears, which is decisive for the operational performance of +harmonic reducers. + Inspection stage . This stage includes precision inspection instruments such as coordinate +measuring machines, gear measuring centers, roundness testers and contour measuring +systems. + Assembly stage . Upon completion of the inspection stage, we adopt a standardized assembly +line process, assembling individual precision components into finished products according to +a predetermined sequence. +The production of our joint modules and robotic arms and automated workstations primarily include +(1) material preparation and forming, (2) assembly, (3) quality inspection, and (4) performance testing. +Finished products that have passed quality inspections are delivered by the logistics service providers from +our own production facility directly to our customers or to our designated warehouses and ultimately to +locations specified by our customers. +Production Facilities +The following table sets forth the key information of our production facility as of December 31, +2025. +BUSINESS +– 157 – + + +--- page 167 --- +Production +Facility +Y ear of +Commencement of +Operation +Primary +Products/Activities +Designed Annual +Production +Capacity Total GFA +(unit in thousands) (m 2) +Shaoxing +Production +Facility /H1100/H1100/H1100/H1100/H1100 +2025 R&D and production +of harmonic +reducers, joint +modules and +robotic arms and +automated +workstations +322.3 +(1) 47,147 +(1) Representing the production capacity of our harmonic reducers in 2025. In December 2025, our designed monthly +production capacity reached 39.6 thousand units. +We plan to further expand our production capacity in the next three years by acquiring more +production-related equipment, including primarily gear processing equipment, generator ellipse machining +equipment for specific production lines for harmonic reducers and other precision components. We also +plan to develop new production facilities in Zhejiang Province. For details of our expansion plan, see +“—Our Growth Strategies” and “Future Plans and Use of Proceeds—Use of Proceeds.” +The following table sets forth details of designed production capacity, actual production volume and +utilization rate of our production facilities during the Track Record Period. +Y ear ended December 31, +2023 2024 2025 +Designed +Production +Capacity (1) +Actual +Production +Volume(2) +Utilization +Rate (3) +Designed +Production +Capacity (1) +Actual +Production +Volume(2) +Utilization +Rate (3) +Designed +Production +Capacity (1) +Actual +Production +Volume(2) +Utilization +Rate (3) +(Unit in thousand) % (Unit in thousand) % (Unit in thousand) % +Leased +Production +Facility in +Shaoxing +(4) +– Harmonic +reducers /H1100/H1100/H1100161.3 132.1 81.9 167.0 149.5 89.5 145.9 135.7 93.0 +– Joint +modules /H1100/H1100/H11003.0 0.5 17.2 3.3 1.7 52.7 6.3 3.7 58.9 +– Robotic +arms /H1100/H1100/H1100/H1100/H1100– – – 0.8 0.1 6.3 0.5 0.1 14.8 +Shaoxing +Production +Facility +(4) +– Harmonic +reducers /H1100/H1100/H1100– – – – – – 176.4 171.3 97.1 +– Joint +modules /H1100/H1100/H1100– – – – – – 15.0 11.8 78.3 +– Robotic +arms /H1100/H1100/H1100/H1100/H1100– – – – – – 1.1 0.7 64.2 +(1) Designed production capacity of harmonic reducers is calculated based on the standard hourly output volume of flexspline +per production line (one of the core components in the production process of harmonic reducers), number of production lines +and working hours. We calculate the designed production capacity for our joint modules, robotic arms and automated +BUSINESS +– 158 – + + +--- page 168 --- +workstations based on the maximum daily output of their respective assembly lines under full personnel deployment, +assuming 24 operating days per month and 12 months per year. +(2) Production volume refers to actual output for the relevant year. +(3) The utilization rate is calculated by dividing production volume by the production capacity for the same year. +(4) Prior to the establishment of our Shaoxing Production Facility, we started self-production in 2013 in leased facilities in +Shaoxing. Upon completion of our Shaoxing Production Facility, we relocated and consolidated our existing production +equipment into the Shaoxing Production Facility, which commenced its operation in August 2025. We stopped our production +of harmonic reducers, joint modules and robotic arms and automated workstations in the leased production facility in +Shaoxing in July 2025. Therefore, the designed production capacity, actual production volume and utilization rate of the +leased production facility in Shaoxing for 2025 mainly reflect the data for the seven months ended July 31, 2025, whereas +the corresponding figures for the Shaoxing Production Facility reflect the data for the five months ended December 31, 2025. +During the Track Record Period and up to the Latest Practicable Date, we had not experienced any +material or prolonged stoppage of production due to equipment failure, and we had not experienced any +material accidents during our manufacturing process. +LOGISTICS AND INVENTORY MANAGEMENT +We leverage on our own warehouse for storing work-in-progress, finished products and certain +components and raw materials, and we engage third-party logistics service providers for delivery services. +We enforce rigorous transportation standards and consistently evaluate their performance to ensure +compliance, maintain accountability and achieve efficient, reliable product delivery. During the Track +Record Period and up to the Latest Practicable Date, we had not experienced any significant delay or +inappropriate handling of goods that materially and adversely affected our business operations. +The salient terms of agreements with third-party logistics service providers are set out below. + Term and termination . The term for the third-party logistics service agreement is typically one +year. Parties may terminate the agreement upon mutual agreement. + Scope of service . The service provider is responsible for delivering items to the designated +recipient/address on time and provide pickup, transit, delivery and tracking services. + Payment . We pay the corresponding service fees monthly based on the invoice. + Risk allocation . Once we or our designated recipient confirms receipt of the consigned items, +the risk of damage, loss or shortage of such items shall be transferred to us or our designated +recipient. +Our inventory consists of raw materials, work-in-progress items, finished goods and goods in transit. +We currently have two warehouses located in Shaoxing, Zhejiang Province with an aggregate gross floor +area of 5,152 sq.m, respectively. We primarily store finished goods at our warehouses. As of December +31, 2023 and 2024 and 2025, our inventories were RMB74.3 million, RMB86.9 million and RMB111.5 +million, respectively. We regularly evaluate our stock with reference to historical production and sales +data, sales forecast and market forecast. +QUALITY CONTROL +Product quality is critical to our sustainable success, and we have placed great emphasis on quality +assurance. As such, we are committed to developing and producing high quality products in compliance +with international and applicable domestic standards, regulations and directives. We have designed and +implemented stringent monitoring and quality control systems to manage our operations. We have +BUSINESS +– 159 – + + +--- page 169 --- +established a dedicated quality control department within our organization to manage our quality control +system, ensure the quality of our suppliers, customers and R&D activities, execute and oversee the +reliability and failure analysis of our products. +Our warranty term is usually 12 months, and applies only to limited circumstances, such as defects +or failure of products or services that do not meet the quality standards as specified and agreed with our +customers. In case of product failure within the warranty period, we will arrange for repair or replacement +of products and/or services without extra charge. After the warranty period expires, we may provide +maintenance and repair services at a reasonable cost. For details of our product return and exchange +policies with distributors, see “—Sales and Marketing—Our Sales Arrangement—Sales through +Distributors.” During the Track Record Period, we did not record any provision for the potential warranty +expenses. +During the Track Record Period and up to the Latest Practicable Date, (1) we had not received any +material complaints relating to product quality; (2) we had not experienced any material product returns, +refunds or recalls; (3) we had not been involved in any material incidents or been subject to any material +claims, proceedings or liabilities concerning safety issues of our products. +PATH TO PROFITABILITY +Our business expansion during the Track Record Period was primarily driven by the production and +sales of our harmonic reducers, and joint modules and robotic arms. We are still at the relatively early +stage with respect to our joint modules and robotic arms, and automated workstations, which commenced +revenue generation in 2023 and 2025, respectively. We have historically achieved continuous revenue +growth as we successfully deepened the specialization of our existing product portfolio, and developed and +launched new products during the Track Record Period. Our proactive endeavors in product +commercialization and market expansion have contributed to our revenue growth during the Track Record +Period. Our revenue was RMB94.5 million, RMB107.7 million and RMB260.9 million in 2023, 2024 and +2025, respectively. Our revenue generated from sales of harmonic reducers and other components +amounted to RMB92.5 million, RMB103.4 million and RMB167.1 million, accounting for 97.8%, 96.0% +and 64.1% of our total revenue in the same respective periods. We ranked No. 2 among all the robotic +harmonic reducer providers in China, in terms of shipment volume in 2025, with a market share of 21.4%, +and ranked No. 2 in terms of revenue, with a market share of 12.9%, according to the CIC Report. As of +December 31, 2025, we were one of the two domestic manufacturers that had achieved deliveries and mass +production of harmonic reducers applied in the humanoid robot industry, according to the same source. +We were in a loss-making and negative equity position during the Track Record Period, with +accumulated losses amounting to RMB372.8 million as of January 1, 2023. This was primarily attributable +to the following factors: + Relative market growth. Historically, harmonic reducers were primarily used in traditional +industrial robots including multi-joint and SCARA robots, resulting in limited application +scenarios and constrained market size. In addition, the market was reluctant to switch to new +domestic suppliers due to lengthy integration work and long validation cycles. + Significant R&D investments. We have been continuously developing more advanced +technologies and iterating our products to adapt to expanding application scenarios beyond +industrial robots. Each generation of improvements required deeper engineering, more +extensive testing and longer validation efforts. These cumulative R&D expenditures, while +essential for building our long-term competitiveness, weighed heavily on our profitability. + Historical dominance by international brands. In the early stage, established international +brands dominated the domestic market, and the robotics supply chain remained heavily reliant +on imported components, making domestic robot manufacturers reluctant to switch to an +unproven domestic supplier. +BUSINESS +– 160 – + + +--- page 170 --- + Non-operating redemption liabilities. Our negative equity position was also significantly +impacted by initial recognition and subsequent measurement of redemption liabilities, which +will be converted into equity of our Company upon Listing. +We believe our financial position will improve going forward, based on the following factors: + Accelerated domestic substitution. We are now benefiting from accelerated domestic +substitution driven by our cost advantages, comparable quality and shorter lead times compared +to international brands. As domestic robot manufacturers increasingly recognize the reliability +and performance of our harmonic reducers, they are progressively shifting away from +traditional international suppliers. This trend has been further reinforced by supply chain +localization initiatives and the growing emphasis on supply chain security among domestic +manufacturers. We expect our market share to continue expanding as more customers adopt our +products as their primary choice, replacing previously imported alternatives. + Growing brand recognition. As more domestic robot manufacturers adopt our products, our +brand recognition has been steadily increasing. In the early stages, we faced significant +challenges in gaining customer trust due to the dominance of established international names. +However, through years of consistent product quality, reliable delivery and responsive +technical support, we have built a solid reputation in the industry. This growing brand +recognition not only reduces customer acquisition costs but also enables us to achieve better +operating leverage and improved margins as we scale our production volumes. + Downstream industry growth. According to the CIC Report, the shipment volume of harmonic +reducers for robotics applications in China is expected to grow from approximately 1.4 million +units in 2025 to approximately 20.7 million units in 2030, representing a CAGR of +approximately 72.4%, driven particularly by growing demand from the humanoid robot +industry and other emerging application scenarios. Within industrial robotics applications, in +addition to traditional multi-joint and SCARA robots, harmonic reducers are increasingly being +adopted in collaborative robots. This rapid market expansion provides us with a significant +growth runway. We are well-positioned to capture this market opportunity through our +established production capabilities, technical expertise and customer relationships. + Product optimization and cost efficiency. We will continue to refine our products and improve +manufacturing processes to reduce per-unit costs and enhance our competitive position. Our +ongoing R&D efforts focus on improving product performance metrics such as precision, +service life and transmission efficiency, while simultaneously reducing material and +manufacturing costs. We are also exploring alternative materials and advanced manufacturing +techniques, such as improved heat treatment processes and precision machining methods, to +further lower production costs. These initiatives are expected to gradually improve our gross +margins as we scale up production. +Additionally, we recorded net loss during the Track Record Period. We recorded loss for the year of +RMB168.8 million, RMB168.8 million and RMB170.6 million in 2023, 2024 and 2025, respectively. In +addition to the reasons discussed above, our net loss during the Track Record Period was primarily +attributable to the following factors: (1) our continuous R&D efforts, which led to research and +development expenses of RMB31.7 million, RMB33.3 million and RMB49.2 million in 2023, 2024 and +2025, respectively, representing 33.5%, 30.9% and 18.9% of our revenue for the same respective periods; +and (2) the change in the carrying amount of redemption liabilities of RMB145.1 million in 2023, 2024 +and 2025, respectively. After adjusting (1) listing expense; (2) change in the carrying amount of +redemption liabilities; and (3) equity-settled share-based payments expenses, our adjusted net loss +(non-IFRS measure) was RMB23.7 million, RMB23.7 million and RMB8.9 million in 2023, 2024 and +BUSINESS +– 161 – + + +--- page 171 --- +2025, respectively. After adjusting (1) finance costs, (2) depreciation charge of property, plant and +equipment and right-of-use assets, (3) amortization cost of intangible assets, and (4) interest income on +deposits, our EBITDA (non-IFRS measure) was negative RMB149.3 million, negative RMB148.1 million +and negative RMB144.8 million for the same respective periods. After further adjusting (1) listing +expenses, (2) change in the carrying amount of redemption liabilities, and (3) equity-settled share-based +payments expenses, our adjusted EBITDA (non-IFRS measure) was negative RMB4.3 million, negative +RMB3.2 million and RMB16.9 million for the same respective periods. +Driving Our Revenue Growth +Our future revenue growth will be supported by the following drivers: + Industry Demand Tailwinds . The downstream robotics industry, particularly in humanoid +robots, is experiencing explosive growth. The sustained expansion in market demand for core +precision transmission components provides broad scope for revenue growth. We will continue +to deepen our existing business, achieving continuous expansion in current applications and +customer base. The specific industry driving factors for revenue growth are detailed as below: +– Humanoid robots drive explosive growth. The humanoid robot market is at an +inflection point of explosive growth, with a growth rate significantly higher than other +robotics segmental markets. Leveraging human-like morphology and mobility, humanoid +robots possess the core advantages of versatility and task generalization capability, +enabling them to perform complex tasks in unstructured environments, thereby breaking +through the limitations of traditional robotics applications. With the continuous +maturation of embodied intelligence technology and the gradual optimization of supply +chain costs, humanoid robots are progressively achieving scaled commercial deployment. +The market shipments of humanoid robots are expected to grow from 15.2 thousand units +in 2025 to 1.1 million units in 2030 at a CAGR of 133.8% from 2025 to 2030, according +to the CIC Report. Harmonic reducers are core transmission components in humanoid +robots and are typically deployed across multiple high-load and high-precision joints. As +a result, humanoid robots are expected to become the largest incremental demand source +for harmonic reducers. According to the CIC Report, shipments of harmonic reducers +applied in robotics in China are expected to increase from 1.3 million units in 2025 to +20.7 million units in 2030, at a CAGR of 72.4% from 2025 to 2030, with those applied +in humanoid robots expected to increase from 0.2 million units in 2025 to 17.0 million +units in 2030 at a CAGR of 156.9%. To capture market opportunities amid increasing +competition, we have developed and upgraded our harmonic reducers to address the +complex requirements of humanoid robots. Compared with general robotics applications, +humanoid robots impose more stringent requirements on the weight of harmonic reducers. +We use magnesium alloy for key structural components, which is lighter than traditional +aluminum alloys and effectively reduces the overall weight of the reducers. In addition, +to better meet the differentiated needs of various humanoid robot joints, such as neck +joints, we have optimized the linkage design to reduce the overall outer diameter. These +targeted technological enhancements have enabled us to build meaningful technical +barriers and differentiate our products from those of competitors. As of April 30, 2026, +we maintained a substantial backlog order from humanoid manufacturers with the amount +exceeding RMB21.0 million. +– Capturing scaled demand through technological advancement . The harmonic reducer +industry is characterized by high technological barriers, as harmonic reducers are +required to meet stringent performance standards in areas such as service life, +transmission accuracy and efficiency, rigidity, temperature rise and noise control. In +BUSINESS +– 162 – + + +--- page 172 --- +particular, the development and mass production of harmonic reducers require long-term +accumulation of know-how in tooth profile design, material selection, heat treatment +process, precision machining and assembly control, and any deficiencies in these areas +may result in accelerated wear, performance instability or accuracy degradation, thereby +limiting their application in advanced robotics systems. As a result, only a limited number +of manufacturers are capable of achieving stable mass production with consistent quality, +and industry leaders are therefore better positioned to capture incremental market +opportunities as downstream robotics applications continue to expand. Driven by +considerations of cost efficiency, supply chain stability and performance alignment, +robotics manufacturers, in particular humanoid robot manufacturers, are increasingly +adopting domestically produced harmonic reducers, while their supplier selection criteria +are also shifting towards delivery reliability, cost control and scalable production +capabilities. Leveraging our established technological capabilities, vertically integrated +manufacturing platform and proven mass production experience, we believe we are well +positioned to benefit from this industry trend and to maintain a sustainable cost- +performance advantage. In the future, we plan to further strengthen our technological +advantages and product competitiveness of our products by establishing a new R&D +center in Zhejiang Province, focusing on product iteration, production process upgrades +and software support. See “—Our Growth Strategies” and “Future Plans and Use of +Proceeds—Use of Proceeds.” + Product Portfolio Expansion. We offer a product portfolio to address various customer +demand. We develop our products in a synergistic manner, with harmonic reducers serving as +the core component, and joint modules, robotic arms and automated workstations extending our +value proposition toward various applications. Our joint modules and robotic arms, and +automated workstations, which commenced revenue generation in 2023 and 2025, respectively, +are at the relatively early stage of commercialization and are gradually contributing to our +revenue growth. We plan to enrich our product portfolio and broaden our application scenarios +by introducing more model variants of harmonic reducers, which can further sharpen our +overall product competitiveness and adapt swiftly to evolving industry demands, providing a +strategic foundation to increase the ASP for our products in the long run. For instance, to +better address the growing demand from the humanoid robotics sector, we launched a +double-circular-spline harmonic reducer in 2025. This product is a compact transmission +reducer specifically designed for humanoid robot applications. The double circular spline +design enables a more compact and ultra-thin form factor while maintaining high transmission +accuracy and mechanical strength. As of the Latest Practicable Date, our double-circular-spline +harmonic reducers had achieved commercialization. However, we were still at a relatively +early stage of production scale-up. See “—Our Growth Strategies” and “Future Plans and Use +of Proceeds—Use of Proceeds.” + Proactive Expansion of Production Capacity . In anticipation of future growth in downstream +demand, we proactively expanded our production capacity during the Track Record Period. The +total designed production capacity of our harmonic reducers increased from 161.3 thousand +units in 2023 to 322.3 thousand units in 2025, reflecting our forward-looking capacity +planning. Such capacity expansion enables us to effectively support higher order volumes and +capture incremental demand as robotics applications continue to scale, which are crucial for us +to secure market position and drive up revenue growth. As a result of our well-planned capacity +expansion, our revenue generated from sales of harmonic reducers and other precision +components increased by 80.7% from RMB92.5 million in 2023 to RMB167.1 million in 2025. +We plan to further expand our production capacity on a phased basis, with a focus on releasing +capacity for our major products to meet increasing demand from humanoid and industrial +robotics applications. We plan to utilize 55.0% of the net proceeds from the Global Offering +BUSINESS +– 163 – + + +--- page 173 --- +for production facility expansion, in which we plan to expand our production capacity by +procuring more production equipment and establishing a new production facility in Zhejiang +province, with a designed annual production capacity of 800.0 thousand units of harmonic +reducers. In addition, we intend to enhance automation level of our production lines. Such +upgrades can enable us to dynamically adjust our capacity structure in response to changes in +market demand, and optimize production layout and resource allocation. See “— Our Growth +Strategies” and “Future Plans and Use of Proceeds—Use of Proceeds.” Through these +measures, we aim to maintain a balanced and flexible relationship between capacity utilization +and order volume, thereby supporting sustainable long-term growth. + Customer Order Fulfillment . We have accumulated a diversified customer base in both +humanoid and industrial robotics fields. Most of our products have progressed from R&D +finalization to mass production and we have been able to convert customer validation into +recurring orders. As of December 31, 2025, we maintained a substantial backlog order, with the +amount exceeding RMB200 million. As of April 30, 2026, we held orders for approximately +(1) 344.2 thousand units of harmonic reducers (with a value of RMB233.0 million), comprising +87.9 thousand units of cup-type harmonic reducers (with a value of RMB48.3 million), 255.6 +thousand units of hat-type harmonic reducers (with a value of RMB184.2 million), and 0.7 +thousand units of double-circular-spline harmonic reducers (with a value of RMB0.5 million); +(2) 3.0 thousand units of joint modules (with a value of RMB12.7 million), comprising 0.7 +thousand units of high-voltage joint modules (with a value of RMB7.2 million) and 2.3 +thousand units of low-voltage joint modules (with a value of RMB5.5 million); (3) 1.1 +thousand units of robotic arms (with a value of RMB34.7 million); and (4) 10 units of +automated workstations (with a value of RMB4.4 million). As of the same date, we had +indicative demand supported by letters of intention for approximately (1) 112.0 thousand units +of harmonic reducers, with a value of RMB61.5 million; (2) 7.0 thousand units of joint +modules, with a value of RMB29.5 million; and (3) 0.4 thousand units of robotic arms, with +a value of RMB10.0 million. Repeat purchases from existing customers, together with our +proven track record of new customer acquisition, are forming a stable and growing revenue +pipeline. In 2023, 2024 and 2025, we acquired 235, 186 and 179 direct sales customers, +respectively, and our net dollar retention rate of direct sales customers amounted were above +80% during the Track Record Period. We believe our ability to fulfill orders at scale, while +maintaining product standardization and delivery reliability, will continue to support +sustainable revenue growth from both of our existing and new customers. +Improving Our Gross Margin + Economies of Scale. As our order volume continues to grow we aim to further improve our +capacity utilization. Accordingly, the fixed costs associated with production facilities, +equipment depreciation and personnel are expected to be diluted. This will result in a declining +proportion of fixed costs per unit, thereby reducing marginal production costs. As a result, we +expect our gross margin to improve gradually as our business scale expands. + Continuous Optimization of Production Processes . We plan to continue to carry out +technological upgrades and process improvements for our harmonic reducers, including +enhancements in tooth profile design, material selection, heat treatment processes and precision +machining. Furthermore, we will enhance automated manufacturing and invest in the +development of high-precision, high-flexibility automation technologies. By introducing +automated clamping and positioning techniques to replace manual assembly, we aim to reduce +errors caused by human operation. See “—Our Growth Strategies.” These initiatives are +expected to improve product standardization, yield rates and production efficiency. Through +ongoing product iteration and manufacturing optimization, we also aim to continuously +BUSINESS +– 164 – + + +--- page 174 --- +enhance product performance and reliability. We believe such continuous optimization will +contribute to a structurally higher gross margin over time. + Enhancement of Supply Chain. As our procurement scale increases alongside the expansion +of our production and sales volumes, we expect to enhance our bargaining power with upstream +suppliers and secure more favorable procurement terms. Such supply chain optimization is +expected to support more stable raw material supply, improve cost efficiency and mitigate input +cost volatility, thereby contributing to margin improvement and operating leverage over time. +Enhancing Operational Efficiency +Going forward, we expect our operating expenses to be managed in an efficient and balanced manner +through precise control and organizational leverage, as follows: + Administrative Expenses . As our business scale continues to expand, we expect our fixed +administrative expenses to be diluted over a larger revenue base. In 2023, 2024 and 2025, our +administrative expenses were RMB18.2 million, RMB16.1 million and RMB29.9 million, +respectively, representing 19.3%, 14.9% and 11.5% of our revenue for the same periods, +respectively. Our office expenses and business development fees recognized under +administrative expenses decreased from RMB1.9 million in 2023 to RMB1.3 million in 2025, +primarily due to our optimization of office expenditure to improve operational efficiency. See +“Financial Information—Period to Period Comparison of Results of Operations.” More +specifically, we utilize digital systems to automate administrative workflows. We have built +internal digital systems and established a digital supplier portal to facilitate communication and +coordination with our business partners. In addition, we use business intelligence tools to +support routine operational tracking, which has improved our overall operational efficiency. +We will continue to optimize internal office processes, streamline redundant expenditures and +enhance overall operational efficiency, with the objective of gradually reducing our +administrative expense ratio. In particular, we plan to deploy information management system +to support process optimization and strengthen internal coordination. We will also maintain +stringent expense management policies, including budget setting and execution monitoring, to +ensure disciplined control over administrative spending while supporting business growth. + Selling and Marketing Expenses . We have established strong brand recognition and stable +sales channels within the robotics industry, supported by long-term relationships with leading +customers and accumulated industry know-how. These factors enhance sales efficiency and +reduce incremental selling and marketing expenses associated with customer acquisition and +order conversion. Our selling and marketing expenses as a percentage of our revenue decreased +from 6.6% in 2023 to 3.5% in 2025. Going forward, we intend to focus on improving the +conversion efficiency of existing sales channels, thereby lowering selling and marketing +expenses as a percentage of revenue. We plan to deepen collaboration with international +partners to jointly expand global market share through complementary production capacities, +with the strategic aim of steadily increasing the contribution from our overseas business. See +“—Our Growth Strategies.” While the development of overseas sales channels may result in +additional selling expenses in the short term, we expect such increases to be gradually offset +by revenue growth from international markets as overseas operations scale up. + Research and Development Expenses. We expect to continue to devote significant resources +to our R&D efforts. We expect to incur significant upcoming research and development +expenses as we plan to use 20.0% of the net proceeds from the Global Offering for the +enhancement of our R&D capabilities for product portfolio enrichment with expanded +application scenarios, particularly for harmonic reducers. See “Future Plans and Use of +BUSINESS +– 165 – + + +--- page 175 --- +Proceeds—Use of Proceeds.” While we plan to continue to invest in R&D as a core driver of +our long-term competitiveness, we expect our research and development expense ratio to +decline over time as revenue scale expands. In 2023, 2024 and 2025, our research and +development expenses were RMB31.7 million, RMB33.3 million and RMB49.2 million, +respectively, representing 33.5%, 30.9% and 18.9% of our revenue for the same periods, +respectively. Leveraging our accumulated technical expertise, process optimization capabilities +and close collaboration with leading robotics manufacturers, we aim to align R&D activities +more precisely with market demand. In addition, ongoing technological accumulation and +manufacturing process improvements are expected to enhance R&D efficiency, shorten +development cycles and improve the conversion of R&D outcomes into commercialized +products. Through these measures, we seek to reduce ineffective investment and achieve more +efficient utilization of R&D expenditures. +Improving Operating Cash Flow +We recorded net cash used in operating activities of RMB35.2 million, RMB33.7 million and +RMB63.4 million in 2023, 2024 and 2025, respectively. See “Financial Information—Liquidity and +Capital Resources—Cash Flows.” As our revenue scale continues to expand, together with anticipated +gross margin improvement and disciplined operating expense, we expect to generate operating cash +inflows. At the same time, we intend to further optimize working capital management. In light of our +improving competitive position and strengthened bargaining power across the industry value chain, we +expect inventory turnover efficiency and accounts receivable cycles to improve, thereby enhancing the +quality and sustainability of our operating cash flows. +We expect our revenue to further increase with growing downstream demand for harmonic reducers, +supported by our production capacity expansion. We expect our gross profit margin to continue to +improve, underpinned by achievement of economies of scale that dilute fixed costs and cost control +initiatives, including bill of materials optimization, improved bargaining power with suppliers and the +refinement of production processes and workflows. Improved operating leverage from a lower operating +expense-to-revenue ratio will further enhance our profitability. With improvements in gross profit margin +and operating leverage, we expect to achieve net profit breakeven and operating cash flow breakeven +within next two years. +EMPLOYEES +As of December 31, 2025, we had 574 employees. Most of our employees are located at our +headquarters in Shaoxing, Zhejiang province. The following table sets forth a breakdown of our employees +by function as of December 31, 2025. +Number of +employees +Research and development /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100126 +General administration and management /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029 +Sales and procurement /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 +Production and quality control /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100398 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100574 +Our success deeply rests with our ability to attract, retain and motivate qualified talents, with the +belief that our high-quality talent pool is one of our core strengths and competitive advantages. We recruit +talents, with high standards and rigorous procedures and through various methods, including online +recruitment, internal referrals, and third-party recruiters, to select the best-fit personnel for the +BUSINESS +– 166 – + + +--- page 176 --- +corresponding positions in response to various talent demands. We offer competitive remuneration +package to our employees, which are generally based on their qualifications, industry experience, position +and performance. We regularly evaluate the performance of our employees and reward well-performing +employees with bonus and promotion. In addition, we provide training programs to our employees, +including corporate-wide and department-specific training to improve their professional knowledge and +management skills and keep abreast with market developments. +As required under PRC labor laws, we enter into individual employment contracts with our +employees covering matters such as wages, bonuses, employee benefits, workplace safety, non-compete +arrangements and grounds for termination. In addition, we generally enter into standard confidentiality +agreements with our key employees. As required under PRC laws and regulations, we participate in and +make contributions to social insurance, including pension, medical, maternity, work-related injury and +unemployment and housing provident fund. During the Track Record Period, we did not make adequate +social insurances and housing provident fund contributions for certain employees. See “Risk +Factors—Risks Relating to Our General Operations and Industry—We face certain legal and regulatory +risks relating to labor-related laws and regulations, which may adversely affect our business, results of +operations and financial condition.” +We believe that we maintain a good working relationship with our employees, and we had not +experienced any material labor dispute or any difficulty in recruiting staff for our operations during the +Track Record Period and up to the Latest Practicable Date. +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 practice in our +industry. Our employee-related insurance includes the social insurance and housing provident fund as +required by PRC laws and regulations. +However, in line with general market practice, we do not maintain any business interruption +insurance or keyman life insurance, which are not mandatory under PRC laws. During the Track Record +Period and up to the Latest Practicable Date, we had not made or been the subject of any material +insurance claims. Any uninsured occurrence of business disruption, litigation or natural disaster could +have a material adverse effect on our results of operations. For details, see “Risk Factors—Risks Relating +to Our General Operations and Industry—The insurance coverage we have may not adequately protect us +against all operating risks.” +PROPERTIES +As of the Latest Practicable Date, we operated our businesses through one owned property with a +floor area of approximately 47,147 square meters and five leased properties in Zhejiang Province, Jiangsu +Province, Guangdong Province and Chongqing, with a total gross floor area of approximately 1,377 square +meters. All such properties have been used for non-property activities as defined under Rule 5.01(2) of the +Listing Rules and are primarily used as office premises for our business operations. Our lease agreements +in respect of the abovementioned five leased properties generally have expiration dates ranging from +November 2026 to December 2028. We plan to renew our leases or negotiate new terms when the existing +leases expire. All lessors are independent third parties. We did not experience material difficulties in +negotiating renewal of our leases with our landlords during the Track Record Period and up to the Latest +Practicable Date. +As of the Latest Practicable Date, none of the properties leased or owned by us had a carrying +amount of 15% or more of our consolidated total assets. Therefore, according to Chapter 5 of the Listing +BUSINESS +– 167 – + + +--- page 177 --- +Rules and section 6(2) of the Companies (Exemption of Companies and Prospectuses from Compliance +with Provisions) Notice (Cap. 32L of the Laws of Hong Kong), this prospectus is exempted from +compliance with the requirements of section 342(1)(b) of the Companies (Winding Up and Miscellaneous +Provisions) Ordinance in relation to paragraph 34(2) of the Third Schedule to the Companies (Winding Up +and Miscellaneous Provisions) Ordinance which requires a valuation report with respect to all our Group’s +interests in land or buildings. +LICENSES, APPROV ALS AND PERMITS +We are required to maintain various licenses, permits and approvals in order to operate our business. +We continually monitor our compliance with the requirements related to licenses, permits and approvals +in order to ensure that we have all such licenses, permits and approvals which are necessary to operate our +business. Our PRC Legal Advisor have advised us that during the Track Record Period and up to the Latest +Practicable Date, we had obtained all licenses, permits and approvals necessary to conduct our operations +in all material respects from the relevant government authorities in China, and such licenses, permits and +approvals remained in full effect. +The following table sets out a list of material licenses, permits and approvals currently held by us. +License/permit/approval Holder Granting authority Grant date Expiry date +High-tech Enterprise +Certificate /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Our Company Department of +Science and +Technology of +Zhejiang Province, +Department of +Finance of +Zhejiang Province, +State Taxation +Administration +Zhejiang Provincial +Taxation Bureau +December 8, +2023 +December 7, +2026 +Registration +Certificate for +Stationary +Pollution Sources +Discharge (Ϯ +๕રϮ೮াኯ +ᗇ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Our Company N/A June 17, +2025 +June 16, +2030 +Registration Form +for Foreign Trade +Operators /H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Our Company N/A December 9, +2021 +N/A +Registration +Certificate for +Importers and +Exporters of +Goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Our Company Shaoxing Customs, +Xinsheng Office +May 2, +2018 +December 31, +2099 +(1) “N/A” represents certificates that do not have an expiration date and will remain valid unless revoked. +A W ARDS AND RECOGNITIONS +Up to the Latest Practicable Date, we received a number of awards and recognitions in connection +with our business. Some of the significant awards and recognitions we have received are set forth below. +BUSINESS +– 168 – + + +--- page 178 --- +Awards and Recognition Awarding Parties Y ear of Award +National-level “Little Giant” +Enterprise (ॴʃ̶ɛΆุ)/H1100/H1100/H1100/H1100 +MIIT 2025 +The Second Batch of National-level +Key “Little Giant” Enterprises ( +ᓃʃ̶ɛΆุ) /H1100/H1100/H1100/H1100/H1100 +MIIT 2025 +Zhejiang Laifu High-Precision +Harmonic Drive Enterprise +Research Institute (Ը၅৷ၚ +Ӻ৫) /H1100/H1100/H1100/H1100/H1100 +Economy and Information Technology +Department of Zhejiang Province +2024 +National High-tech Enterprise ( +ॴ৷อҦஔΆุ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Department of Science and Technology +of Zhejiang, Department of Finance of +Zhejiang, Taxation Service of +Zhejiang, State Taxation +Administration +2023 +Excellent Award, 8th China “Chuang +Qingchun” Innovation and +Entrepreneurship Competition ( ୋ +ʕ“݆ڡ”௴ุɽᒄ +ᎴӸᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +National Organizing Committee of the +8th China “Chuang Qingchun” +Chinese Y outh Innovation and +Entrepreneurship Competition +2021 +Gold Award, 2021 Zhejiang +Provincial “Chuang Qingchun” +Innovation and Entrepreneurship +Competition (2021“ڡ +݆”ᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Zhejiang Provincial Economy and +Information Technology Commission +2021 +Zhejiang Provincial +“Entrepreneurship Star” for Small +and Micro Enterprises (2017) +(2017ʃฆΆุ௴ุʘ +)H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Zhejiang Provincial Economy and +Information Technology Commission +2018 +Zhejiang Provincial Science and +Technology-based Small and +Medium-sized Enterprises ( +ʕʃΆุ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +Department of Science and Technology +of Zhejiang +2018 +“2018 China Industrial Robot +Components” Innovation Product +Award (“2018 ʕʈุዚኜɛཧ +”ᆤ) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +MIIT 2018 +LEGAL PROCEEDINGS AND COMPLIANCE +Legal Proceedings +We have been and may from time to time continue to be, a party to various legal, arbitration or +administrative proceedings arising in the ordinary course of our business. As of the Latest Practicable Date +there were no litigation, arbitration or administrative proceedings pending or threatened against us or any +of the Directors which could have a material and adverse effect on our financial condition or results of +operations. During the Track Record Period and up to the Latest Practicable Date, there were no litigation, +arbitration or administrative proceedings against us or any of the Directors which had caused a material +and adverse effect on our business, results of operations or financial condition. +Compliance +We are subject to a number of regulatory requirements and guidelines issued by the regulatory +authorities in China. During the Track Record Period and up to the Latest Practicable Date, we did not +BUSINESS +– 169 – + + +--- page 179 --- +commit any material non-compliance of the laws and regulations, or experience any systemic non- +compliance incident which, taken as a whole, in the opinion of our Directors, is likely to have a material +adverse effect on our business, results of operations and financial condition. We have implemented +policies and procedures for legal compliance. Our Board oversees and manages the overall risks associated +with our operations. See “—Internal Control and Risk Management—Risk Management.” As advised by +our PRC Legal Advisor, during the Track Record Period and up to the Latest Practicable Date, we had +complied with the relevant PRC laws and regulations in all material respects. +Social security premiums and housing provident funds +Pursuant to the relevant PRC laws and regulations, employers are obligated to contribute to the social +insurance and housing provident funds for their employees. During the Track Record Period, we did not +make adequate social insurances and housing provident fund contributions for certain employees. See +“—Employees.” We estimate that the accumulated shortfall of social insurance and housing provident fund +contributions in 2023, 2024 and 2025 was approximately RMB1.5 million, RMB2.6 million and RMB3.6 +million, respectively, which we believe would not have a material adverse effect on our business. As +advised by our PRC Legal Advisor, if any of the relevant social insurance authorities is of the view that +the social insurance contributions we made for our employees do not comply with the requirements under +the relevant PRC laws and regulations, it may order us to pay the outstanding balance within a prescribed +time period plus a late fee of 0.05% of the total outstanding balance per day. If we fail to do so within +the prescribed period as requested by the relevant social insurance authorities, we may be subject to a fine +ranging between one to three times of the total outstanding balance, with a maximum potential penalty of +RMB19.5 million. In addition, if any of the relevant housing provident fund authorities is of the view that +our contributions to the housing provident funds do not satisfy the requirements under the relevant PRC +laws and regulations, it may order us to pay the outstanding balance within a prescribed period. If we fail +to do so within the prescribed period, the relevant housing provident fund authority may apply to a PRC +court for an order of mandatory payment. +During the Track Record Period, no material administrative action, fine or penalty had been imposed +by relevant regulatory authorities with respect to our social insurance or housing provident fund +contributions. In addition, we did not receive any notice from judicial or administrative authorities on any +material claim from our current and former employees regarding any inadequate contributions. As advised +by our PRC Legal Advisor, in the absence of any material employee claims and significant changes in the +current policies, regulations, regulatory practices and implementation requirements regarding social +insurance and housing fund contributions, the likelihood that we would be required by the relevant +authorities to pay the shortfall and the late fees for social insurance and housing provident fund +contributions and/or be subject to material administrative penalties due to failure to make full +contributions is remote, based on the fact that (1) we have obtained confirmations from the relevant +competent government authorities, confirming that no administrative penalty was imposed on us in +relation to our social insurance and housing provident fund contributions during the Track Record Period; +(2) during the Track Record Period, we had not received any administrative penalty in relation to social +insurance and housing provident fund contributions nor any notifications from the relevant competent +government authorities requiring us to pay the shortfalls; (3) we were not aware of any material employee +complaints or claims with respect to inadequate social insurance and/or housing provident fund +contributions; and (4) we undertake that, in the event that competent government authorities require us to +make contributions within a stipulated time period or make supplementary contributions and late fees, we +will duly comply in a timely manner. As a result, we did not make any provisions in connection with the +foregoing incident during the Track Record Period and up to the Latest Practicable Date. +Based on the above, as advised by our PRC Legal Advisor, our Directors are of the view that the +abovementioned incidents would not have any material and adverse impact on our business, financial +condition or results of operations. +BUSINESS +– 170 – + + +--- page 180 --- +Non-registration of lease agreements +As of the Latest Practicable Date, we operated our businesses through four leased properties in +Zhejiang Province, Jiangsu Province, Guangdong Province and Chongqing, with a total gross floor area +of approximately 1,377 square meters. See “—Properties.” Pursuant to the applicable PRC laws and +regulations, property lease agreements must be registered with the local branch of the Ministry of Housing +and Urban-Rural Development of the PRC (ண). The registration of such +leases will require the cooperation of our lessors. As of the Latest Practicable Date, we had not obtained +lease registration for four of our leased properties in China. As of the Latest Practicable Date, with respect +to the latest status of the four lease agreements we failed to register, they have expiration dates ranging +from November 2026 to December 2028. Our Directors confirmed that, as advised by CIC, there are +sufficient alternative premises available in the market. We will be able to secure alternative premises at +reasonable prices without additional costs. Therefore, our Directors are of the view that any relocation will +not cause a material disruption to our operations. We will take all practicable and reasonable steps to +ensure that such leases are registered. According to the relevant PRC laws and regulations, we may be +ordered by the relevant government authorities to register the relevant lease agreements within a +prescribed period, failing which we may be subject to a fine ranging from RMB1,000 to RMB10,000 for +each non-registered lease. As of the Latest Practicable Date, we had not received any such request or +suffered any such fine from the relevant government authorities. We undertake to cooperate fully to +facilitate the registration of lease agreements once we receive any requirements from relevant government +authorities. We believe that the non-registration of lease agreements would not, individually or in the +aggregate, materially affect our business and results of operations, primarily because, as advised by our +PRC Legal Advisor, the lack of the abovementioned registration of the lease agreements will not affect the +validity of such lease agreements, according to applicable PRC laws and regulations as of the Latest +Practicable Date. +Based on the above, as advised by our PRC Legal Advisor, our Directors are of the view that the +abovementioned incidents would not have any material and adverse impact on our business, financial +condition or results of operations. +TRADE RESTRICTIONS, TARIFF POLICIES AND INTERNATIONAL SANCTIONS +As our business footprint spans a number of overseas markets, export controls, tariff measures and +economic sanctions may impose certain restrictions on our operations. +Export Controls. The Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce +administers export controls under the Export Administration Regulations (the “EAR”), under which items +subject to the EAR may require a license for export, re-export or transfer to certain jurisdictions, +designated entities or for restricted end uses. +Our products are developed and manufactured in the PRC. They are not of U.S. origin and do not +fall within the scope of the De Minimis Rule or the Foreign Direct Product Rule under the EAR. +Accordingly, our products are not subject to the EAR and their export does not require a licence under +applicable U.S. export control laws and regulations. +In terms of the indirect impact from a supply chain perspective, we have only procured a limited +amount of commercially available U.S.-origin software which is not controlled under the EAR. During the +Track Record Period, we procured AutoCAD software from Autodesk with a transaction amount of +RMB0.4 million. Our raw materials and production equipment are not subject to U.S. export control +restrictions. Our research, development and production activities are not constrained by U.S. export +controls and have not been disrupted as a result thereof. Based on the foregoing, our Directors, based on +the advice of our International Sanctions Legal Advisor, are of the view that export control laws and +regulations administered by the BIS do not have any material adverse impact on our business operations +and financial performance. +BUSINESS +– 171 – + + +--- page 181 --- +Tariffs. U.S. tariff policies have been subject to relatively frequent adjustments, often through the +imposition of additional duties to achieve specific policy objectives. Following several rounds of external +negotiations and domestic policy adjustments, the additional tariffs currently in effect have been reduced +to a relatively low level. The United States is not one of our principal export markets and revenue +generated from the U.S. market accounted for only a negligible proportion of our total revenue, with +revenue generated from the customers located in the United States accounting for approximately 0.43%, +0.67% and 0.44% of our revenue in 2023, 2024 and 2025, respectively. In addition, during the Track +Record Period and up to the Latest Practicable Date, we had not experienced any material indirect impact +arising from changes in U.S. tariff policies, nor had we encountered any reduction or adjustment in +procurement from our downstream customers or end users due to tariff changes. Our major customers do +not maintain a strong presence within the U.S. market. Accordingly, our Directors, based on the advice of +our International Sanctions Legal Advisor, are of the view that U.S. tariff policies do not have any material +adverse impact on our business operations and financial performance. +International Sanctions. During the Track Record Period, we did not engage in any transactions +with embargoed or comprehensively sanctioned jurisdictions. We only conducted extremely limited +transactions involving several designated entities. Specifically, we sold our harmonic reducers (including +ancillary products such as lubricants) to five restricted customers. The sanctions lists or measures +applicable to these customers include: (1) U.S. BIS Entity List; (2) U.S. OFAC SDN List sanctions +applicable to subsidiaries; (3) Japan METI End User List; and (4) Ukraine NSDC Special Economic and +Other Restrictive Measures. The aggregate transaction amounts for such sales in 2023, 2024 and 2025 +were RMB1.3 million, RMB2.0 million and RMB1.0 million, respectively. We had terminated our +transactions with these customers in February, May and December 2023, and in September and November +2025, respectively. Taking into account that (1) with respect to the U.S. BIS Entity List, the relevant +products sold by us were developed and manufactured in the PRC without the use of U.S.-origin materials +or controlled U.S.-origin technology, and were not subject to the EAR; (2) with respect to the U.S. OFAC +SDN List sanctions applicable to subsidiaries, the relevant transactions did not involve U.S. persons, U.S. +financial institutions, U.S.-origin items, U.S. dollar clearing or any other U.S. nexus that would trigger +U.S. primary sanctions, and, considering the nature of the products, the relatively limited transaction +amounts and our subsequent cessation of such activities, such transactions are not expected to give rise +to material secondary sanctions risks; and (3) with respect to the Japan METI End User List and Ukraine +NSDC Special Economic and Other Restrictive Measures, such measures do not impose applicable +obligations on us in respect of the relevant transactions, our Directors, based on the advice of our +International Sanctions Legal Advisor, are of the view that, during the Track Record Period and up to the +Latest Practicable Date, we had not been involved in any activity that would violate applicable +international sanctions laws and regulations, and that applicable international sanctions laws and +regulations, including any secondary sanctions risks arising from the relevant transactions, do not have +any material adverse impact on our business operations and financial performance. In addition, as our +procurement and sales do not rely on sanctioned counterparties, our supply chain and sales activities have +not been materially affected by international sanctions. +Based on the foregoing and the advice of our International Sanctions Legal Advisor, our Directors +are of the view that the prevailing trade restrictions, tariff measures and international sanctions have not +had a material risk on our business operations or financial performance and will not affect our Global +Offering. Furthermore, given that (1) our business does not fall within industries typically regarded as +highly sanctions-sensitive; and (2) our supply chain and sales network do not rely on jurisdictions such +as the United States, which are more prone to adopting trade restrictive measures (including sanctions, +export controls and tariffs), our Directors, as advised by our International Sanctions Legal Advisor, are of +the view that it is unlikely that such trade restrictions, tariff measures and international sanctions to have +a material risk on our future business operations and financial performance. +Based on the due diligence conducted (including reviewing the internal control measures, reviewing +the sanctions memorandum and considering the view of the International Sanctions Legal Advisor as to +the sanctions risk) nothing has come to the attention of the Sole Sponsor that would cause it to cast doubt +on the view of the Directors. +BUSINESS +– 172 – + + +--- page 182 --- +Sanction and Export Control Compliance Measures +To monitor regulatory developments and to mitigate potential risks associated with international +sanctions and export controls, we have implemented, and continues to enhance, the following compliance +measures: +Compliance Committee. We have established a dedicated compliance committee led by senior +management. The committee is responsible for reviewing transactions presenting potential sanctions risks, +exercising final decision-making authority on transaction execution, approving compliance policies and +procedures, and overseeing the implementation and effectiveness of our overall compliance framework. +Counterparty Screening Controls. We have implemented a trade compliance control system +embedded within our sales process, requiring sanctions screening of customers and other transaction +counterparties at multiple stages of the transaction life-cycle, and providing transaction-specific +compliance guidance to relevant business personnel. +Compliance Review and Risk Classification Mechanism. We have adopted internal guidelines on +the classification and tiered management of transaction counterparties, which set out standardized review +procedures, defined risk categorization criteria and corresponding mitigation or escalation measures. +Compliance Tools and Training. We have procured a professional third-party compliance database +to support sanctions screening. Internal user guidelines have been prepared, and relevant training is +provided to business and compliance personnel to ensure effective use of such tools. +Regulatory Monitoring. We engage external export control and sanctions advisors to monitor +developments in applicable sanctions and export control regimes and to provide updates on relevant +international and regional regulatory changes on a periodic basis. +Incident Response and Corrective Actions . We have established and implemented a detailed +incident response plan for potential export control violations, enabling prompt identification and response +to compliance issues and the timely implementation of appropriate corrective actions. +U.S. Outbound Investment Rule +On August 9, 2023, the U.S. government issued Executive Order 14105, launching efforts to regulate +certain outbound investments involving China. The U.S. Department of the Treasury subsequently engaged +in rulemaking, culminating in a Final Rule (the “U.S. Outbound Investment Rule” or “OIR”) on October +28, 2024 (effective January 2, 2025). Under the OIR, U.S. persons are subject to investment prohibitions +and notification requirements for certain transactions in three sensitive technology categories, namely +semiconductors and microelectronics, quantum information technologies, and artificial intelligence +systems. These restrictions apply to transactions involving a “Covered Foreign Person,” which refers to +an entity in China engaged in a “Covered Activity.” As advised by our International Sanctions Legal +Advisor, we are not a “Covered Foreign Person” for purposes of the OIR and we do not engage in any +“Covered Activity,” based on the following: (1) our principal business operations and products mainly +focus on harmonic reducers and joint modules and do not involve semiconductors and microelectronics +(referring primarily to integrated circuits; harmonic reducers are outside this scope), quantum information +technologies, or AI systems, which are subject to restrictions under the OIR; (2) no Group entity otherwise +engages in any development, production, fabrication or packaging of technologies or products involving +these restricted sectors; (3) no Group entity has a voting or equity interest, board seat, or certain powers +with respect to any “Covered Foreign Person,” where more than 50 percent of its annual revenue, net +income, capital expenditure or operating expenses (individually for one “Covered Foreign Person” or +aggregated for all) is attributable to one or more of such “Covered Foreign Persons”; and (4) no Group +BUSINESS +– 173 – + + +--- page 183 --- +entity participates in any joint venture that engages in any “covered activity.” Based on the foregoing +analysis of our International Sanctions Legal Advisor, U.S. persons are allowed to invest in the Global +Offering and investments in our publicly traded shares after the Listing would not be prohibited or subject +to reporting requirements under the OIR. +DATA SECURITY AND PRIV ACY +In the course of our business, we collect, store and process business data and transaction data. We +store the relevant data within the PRC, and we have adopted internal policies and technical measures +including encryption, access control and data protection measures to prevent unauthorized access to +relevant data. During the course of our business operation, we collect and maintain certain contact +information of our customers to the extent necessary. During the Track Record Period and up to the Latest +Practicable Date, there had been no cross-border transfer of data collected and generated by us within the +PRC to jurisdictions outside the PRC. During the Track Record Period, we established overseas sales +networks focused primarily on product sales and customer business development, and such activities did +not involve the transfer of personal information collected within the PRC to outside the PRC. As we only +make transactions with enterprises, we do not collect or process personal data. We believe that the +confidentiality, integrity and availability of data are vital to our business operations. To mitigate data +security risks, we have implemented a comprehensive approach that includes stringent data encryption, +secure data storage protocols and strict transmission policies to ensure the confidentiality and integrity of +sensitive information. +Our internal data protection framework is designed to manage and control access to confidential +information effectively. We have established clear and detailed protocols that govern the use, storage and +sharing of corporate data, ensuring that only employees with the appropriate authorization can access +sensitive information on a need-to-know basis. We establish an information security management team to +provide strategic oversight and governance, responsible for setting policies and managing risks. Under +their guidance, we have implemented a detailed information security incident response plan, which defines +clear procedures for rapidly detecting, analyzing, containing, and recovering from any security breaches. +We also establish an IT equipment management policy to ensure operational reliability of company-owned +IT assets and protect against data breaches. In addition, we classify and manage stored information with +varying levels of access. Employees are granted access to data strictly according to their roles and are +required to use this data solely for the performance of their job duties. We from time to time examine the +security of our data storage system. We have entered into confidentiality clauses in the employment +agreements with our employees to prevent improper use or disclosure of information. +As of the Latest Practicable Date, as advised by our PRC Legal Advisor, we are not applicable to the +declaration of cybersecurity review, on the basis that: (1) we had not been notified of being classified as +a critical information infrastructure operator; (2) we have not received any material queries or +notifications from any PRC governmental authorities, have not received any notification with regard to +cybersecurity review, and have not been subject to any material administrative penalties or other sanctions +by any competent regulatory authorities in relation to cybersecurity, data and personal information +protection; (3) our business does not involve the cross-border transfer of personal information and +important data; (4) during the Track Record Period and up to the Latest Practicable Date, there had not +been a significant cybersecurity or data protection incident regarding theft, leakage, damage or loss of data +or personal information; (5) based on the consultation with the China Cybersecurity Review, Certification +and Market Regulation Big Data Center (“CCRC”), Hong Kong is not included in the definition of +“abroad” hereof and listing in Hong Kong is not in the scope of “listing abroad” ( ̮ɪ̹), which is not +explicitly required to apply for a cybersecurity review. +Based on the above, as well as (1) we have implemented internal policies on protecting +cybersecurity, data security and personal information; and (2) we will continuously pay close attention to +BUSINESS +– 174 – + + +--- page 184 --- +the legislative and regulatory development in cybersecurity, data security and personal information +protection, maintain ongoing communication with relevant government authorities and implement all +necessary measures in a timely manner to ensure continuous compliance with the relevant laws and +regulation, our PRC Legal Advisor is of the view that, during the Track Record Period and up to the Latest +Practicable Date, (1) we had implemented compliance measures concerning cybersecurity, data security +and personal information protection in material respects in accordance with applicable PRC laws and +regulations, and (2) we had complied with applicable PRC laws and regulations relating to cybersecurity, +data security and personal information protection in all material respects during the Track Record Period +and up to the Latest Practicable Date. +During the Track Record Period and up to the Latest Practicable Date, we did not experience any +material data leakage, breach, or losses, nor did we experience any material unauthorized use of +customers’ or distributors’ personal information or received any third-party infringement claims with +respect to data security. During the Track Record Period and up to the Latest Practicable Date, we had +complied with all applicable data security laws in all material respects. +ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE +We believe the effective management of environmental, social and corporate governance (“ESG”) +matters is important to our long-term success. We place strong emphasis on environmental and social +matters and have integrated ESG considerations into our corporate governance and day-to-day operations. +We are committed to promoting long-term growth in a prudent and responsible manner, and regard ESG +as an integral component of both value creation and risk management. During the Track Record Period and +up to the Latest Practicable Date, our Directors are of the view that we have been in compliance with all +ESG-related laws and regulations. +ESG Governance +We have established an ESG governance framework to continuously enhance our sustainability +management. Our Board assumes overall responsibility for overseeing ESG matters. Its main +responsibilities include (1) providing guidance on and reviewing ESG-related strategies, plans and targets, +and holding regular meetings to determine, assess and monitor progress against key ESG objectives; (2) +assessing risks relating to environmental, social and governance matters; (3) ensuring that appropriate and +effective systems are in place for the management of ESG risks and internal controls; and (4) reviewing +ESG reports prepared for external disclosure following Listing. +We have set up a group-level ESG working group with representatives from our administrative and +human resources, finance, procurement, quality, manufacturing and R&D departments. Its main duties are +to (1) monitor ESG-related laws, regulations and Listing Rules, report material changes to the Board and +update our ESG policies; (2) identify key stakeholders and follow up on their ESG-related concerns; (3) +coordinate ESG risk identification and mitigation across departments and report key issues to our Board; +(4) formulate and implement ESG policies and prepare ESG reports for external disclosure; and (5) track +other ESG matters that may have a material impact on our Group. +Environmental Protection +Energy usage +We actively respond to national policies and promote green development, and are committed to +building a green manufacturing system that supports the achievement of sustainable development goals. +Our energy consumption mainly comprises purchased electricity, petrol and other energy sources. To +improve our energy efficiency and reduce emissions, we have adopted, among others, the following +measures: +BUSINESS +– 175 – + + +--- page 185 --- + Renewable energy utilization . We continue to develop green power projects, such as rooftop +distributed photovoltaic installations, to optimize our energy mix. + Energy-efficient lighting retrofit . We conduct comprehensive inspections of lighting fixtures +and replace all replaceable incandescent bulbs with energy-saving lamps. + Office equipment energy management . We optimize computer power management by enabling +automatic display shut-down during short breaks and utilizing standby mode for prolonged +non-use and hibernation mode for extended inactivity. + Printing resource sharing . We implement a printer-sharing arrangement across office areas to +reduce the number of devices and improve utilization efficiency. + Administrative measures . We enforce internal requirements on equipment shut-down, +consumption reduction, equipment protection and regular inspections to support the effective +implementation of energy-saving measures. +The following table sets forth our energy consumption during the Track Record Period: +(Unit) +As of December 31, +2023 2024 2025 +Purchased electricity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100kWh 4,899,292 6,724,399 8,547,224 +PV power generation (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100kWh / / 1,148,425 +Gasoline /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Liter 5,518 10,388 7,535 +Comprehensive energy consumption /H1100/H1100/H1100MWh 4,948 6,815 8,613 +Comprehensive energy consumption +intensity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +MWh/RMB +million in +revenue +52 63 33 +(1) Only our new production facility, which commenced operation in August 2025, utilizes PV power generation. +Waste management +Our non-hazardous waste mainly comprises industrial solid waste. We have established a +non-hazardous waste management system to regulate the generation, collection, storage, transportation, +utilization and disposal of such waste, with a view to preventing or reducing environmental pollution. +Municipal solid waste is collected by sanitation staff and delivered to the local sanitation bureau for +treatment. +Our hazardous waste mainly includes waste quench oil, waste cutting fluid and metal swarf +contaminated with cutting fluid, waste hydraulic oil, waste lubricating oil, sludge, waste packaging drums +and waste cleaning agents. We have put in place a contingency and risk prevention system for hazardous +waste incidents and preventive and emergency procedures for hazardous waste accidents. We categorize +and handle hazardous waste in accordance with these procedures and engage licensed third-party +contractors for treatment to ensure regulatory compliance. +BUSINESS +– 176 – + + +--- page 186 --- +The following table sets forth our waste discharge during the Track Record Period. +(Unit) +As of December 31, +2023 2024 2025 +Non-hazardous waste /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Tonnes 139 236 134 +Non-hazardous waste intensity /H1100/H1100/H1100/H1100/H1100/H1100/H1100Tonnes/RMB +million in +revenue +1.5 2.2 0.5 +Hazardous waste /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Tonnes 2.9 1.6 2.2 +Hazardous waste intensity /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100Tonnes/RMB +million in +revenue +0.03 0.01 0.01 +We arranged for third-party testing each year and the exhaust gases emission were all within the +regulatory limit. +Responding to climate change +We recognize that climate change may affect our strategic planning and business operations. We +therefore treat climate-related governance as an important part of our ESG framework and use it to +strengthen risk management and support resource allocation and decision making. +From a risk perspective, climate change brings two main types of risk to our business, namely +physical risk and transition risk. Physical risk arises from the impact of extreme weather and natural +disasters, such as heavy rainfall and flooding, which may interrupt upstream production or disrupt our +supply chain. Transition risk arises from changes in policies, laws, technologies and market conditions +associated with the move to a low-carbon economy, which may affect our business model and operations. +In response, we seek to reduce climate-related uncertainty by improving resource efficiency, promoting +green technology innovation and strengthening sustainable supply chain management. +(Unit) +As of December 31, +2023 2024 2025 +GHG emissions – Scope 1 (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100tCO2e1 2 2 3 1 7 +GHG emissions – Scope 2 (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100tCO2e 2,629 3,608 3,926 +GHG emissions – Scope 1 and Scope 2 /H1100tCO2e 2,641 3,631 3,942 +Intensity of GHG emissions – Scope 1 +and Scope 2 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +tCO2e/RMB +million in +revenue +28 34 15 +GHG emissions – Scope 3 +(3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100tCO2e 71 73 155 +(1) GHG emissions—Scope 1 is calculated based on our gasoline consumption and corresponding emission factors. +(2) GHG emissions—Scope 2 is calculated based on our purchased electricity and the corresponding emissions factor +which references the Ministry of Ecology and Environment’s Notice on Management of Greenhouse Gas Emissions +Reporting for Power Generation Enterprises for 2023-2025. +(3) Category 6 of Scope 3 GHG emission refers to emissions generated by employee business travel by air plane, train, +taxi and hotel accommodation, the emissions are calculated by spending method (multiplying the capacity emission +factor and spending amount on each travelling category), the spending data is from our financial ledger. The increase +in 2025 was due to the expansion of business. +For energy consumption and GHG emissions, we set the target of intensity reduction by 15% with +the baseline year of 2024 for the next three years, and will achieve the target by usage of high-energy +efficiency equipment and lean scientific production. For the waste intensity, we set a target to ensure that +BUSINESS +– 177 – + + +--- page 187 --- +our waste intensity for 2026, 2027 and 2028, respectively, does not exceed that of 2024, which serves as +the baseline year, and aim to achieve the target by continuous technique improvement and refined +production management. Targets we set are comparable with ESG targets set by peer companies with +leading ESG ratings. +During the Track Record Period and up to the Latest Practicable Date, we did not incur a material +cost of compliance with relevant environmental protection laws and regulations. During the Track Record +Period, our expenses incurred in relation to environmental compliance amounted to RMB63.4 thousand in +total. +Social Responsibility +We strive to provide an inclusive, healthy and diverse work environment. We uphold equal pay for +equal work and gender equality in employment, prohibit child labor, strictly forbid forced labor and +workplace harassment and oppose all forms of discrimination in recruitment, promotion and +compensation. The following table set forth breakdown of our employees by gender and by age groups, +respectively, as of December 31, 2025: +Metrics As of December 31, +2025 +Number of Employees by Gender +Male /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100410 +Female /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100164 +Number of Employees by Age +30 and below /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100238 +31-40 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100192 +41-50 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100101 +51 and above /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110043 +Employee rights and benefits +We regularly organize activities to support the physical and mental well-being of our employees, +enhance their skills and strengthen their sense of belonging. During major traditional festivals, we +distribute holiday gifts to all employees. To encourage employees to return to work on time after the +Chinese New Y ear break, we reimburse travel expenses for those who return to the factory within the +specified period upon presentation of registered tickets. +We also seek to foster open and constructive communication. Department heads, together with our +administrative and human resources departments, manage communication channels that facilitate timely +information sharing and encourage respectful dialogue among employees, between supervisors and +subordinates and across departments. +We place strong emphasis on the professional development of our employees. We provide regular +induction training for new employees and ongoing skill development programs to support their career +planning and advancement. We are committed to protecting the health and safety of our employees through +a structured set of policies and procedures. We work to raise their safety awareness and emergency +response capabilities and have formulated emergency plans to help employees respond effectively to +incidents and reduce potential risks to people and property. +Supply chain management +We have put in place comprehensive policies and procedures to ensure a systematic and transparent +approach to supplier management. These procedures cover supplier development, evaluation, selection, +BUSINESS +– 178 – + + +--- page 188 --- +approval, supervision and ongoing management. By following these procedures, we seek to ensure that our +suppliers consistently meet our requirements in respect of technology, quality, pricing, delivery time and +service standards, and to enhance the efficiency and transparency of our supply chain operations. We +conduct monthly analyses of supplier quality based on incoming inspection results, production defect +rates, complaint rates and other indicators. Based on their scores, we classify them into four tiers and +implement corresponding follow-up measures. To maintain long-term quality stability, we conduct +periodic reviews for suppliers that meet specified transaction or purchase value thresholds, generally at +least once every one to three years depending on their average performance during the year. We require +all suppliers to conduct business in accordance with the principles of legality, fairness and integrity. We +have entered into integrity agreements with all suppliers to prevent illegal or improper conduct, safeguard +the legitimate rights and interests of both parties and ensure compliance with applicable national and local +laws and regulations on integrity. +During the Track Record Period and up to the Latest Practicable Date, we had not been subject to +any material claim or penalty in relation to health, safety, social and environmental protection, or been +involved in any significant workplace accident or fatality. As advised by our PRC Legal Advisor and +confirmed by our Directors, during the Track Record Period and up to the Latest Practicable Date, we had +complied with applicable health, work safety and environmental laws and regulations in all material +respects. +INTERNAL CONTROL AND RISK MANAGEMENT +Internal Control +We have designated responsible personnel in our Company to monitor the ongoing compliance by +our Company with the relevant PRC laws and regulations that govern our business operations and oversee +the implementation of necessary measures. For instance, Mr. Zhou Wenjun, the legal director of our +Company, is responsible for monitoring our ongoing compliance with the relevant PRC laws and +regulations, and the overall effectiveness of our risk management and establishing our internal control +system and reviewing its effectiveness. We have adopted internal rules and policies governing various +aspects of our business operations and management, such as our sales practices, information system, legal +compliance, financial reporting and human resources. +We have engaged an independent internal control consultant to review our risk management and +perform an initial review in selected areas of our internal controls, including, among others, financial +reporting and disclosure controls, sales, accounts receivable and collection, procurement, accounts +payable and payment, cash and treasury management, assets management, research and development, +information technology general controls and compliance management. Our internal control consultant put +forward recommendations based on such review. We have implemented rectification and improvement +measures, as the case may be, in response to their findings and recommendations. The internal control +consultant performed follow-up procedures on our remedial measures and did not identify any material +deficiency in our internal control system. Having considered the report prepared by our internal control +consultant, our Directors confirmed that all of the major recommendations provided by the internal control +consultant have been followed and corrective actions were taken accordingly to address our internal +control deficiencies and weaknesses. Our Directors are of the view that our enhanced internal control +measures are adequate and effective to ensure compliance with relevant laws and regulations going +forward. +We have appointed Somerley Capital Limited as our external compliance advisor with effect from +the date of the Listing to advise on ongoing compliance with the Listing Rules and other applicable +securities laws and regulations in Hong Kong. +BUSINESS +– 179 – + + +--- page 189 --- +Risk Management +We are exposed to various risks in the ordinary course of our business operations. Key operational +risks faced by us include, among others, our ability to respond to technological changes, competition in +the relevant industries, our ability to retain and grow our customer base and usage, our ability to enhance +or upgrade our existing products and introduce new ones, our ability to maintain and expand our sales and +distribution network, and our ability to successfully expand to and develop market recognition in various +industry sectors. See “Risk Factors” for disclosures on various risks we face. In addition, we also face +certain market risks, such as credit risk, liquidity risk and interest rate risk related to our financials. See +“Financial Information—Quantitative and Qualitative Disclosure of Market Risks” for details. We have +implemented policies and procedures for risk management in each aspect of our operations, including +administration of daily operations, data security, financial reporting procedures, employee conduct and +legal compliance. Our Board oversees and manages the overall risks associated with our operations. We +have established an Audit Committee to review and supervise the financial reporting process and internal +control system of our Group. See “Directors and Senior Management—Board Committees—Audit +Committee” for the qualifications and experience of these committee members as well as a detailed +description of the responsibility of our Audit Committee. +SEASONALITY +Our business operations are subject to seasonality. Our sales performance tends to be stronger in the +fourth quarter of each year, primarily because our customers typically conduct equipment and process +testing during the second quarter and complete the majority of their annual capital expenditure in the third +and fourth quarters, leading to our stronger sales in the second half of the year, especially the fourth +quarter. Our sales performance and production activities tend to be relatively weak in the first quarter of +each year, primarily due to the Chinese New Y ear holidays, while gradually recover during the second +quarter. This seasonality pattern may cause our results of operations to fluctuate from period to period. +BUSINESS +– 180 – + + +--- page 190 --- +OVERVIEW +As of the Latest Practicable Date, Mr. Zhang collectively controlled 32.67% of the voting power at +the general meetings of our Company, comprising (i) 4.13% beneficially owned by Mr. Zhang directly, (ii) +23.45% held through Laifu Investment, where its general partner, Shengzhou Shunhe Information +Consulting Co., Ltd. (ʮ̡), is controlled by Mr. Zhang, and (iii) 5.09% held +through Jieyang Information, where Mr. Zhang acts as the general partner. Upon the Listing, Mr. Zhang +will collectively control 28.42% of the voting power at the general meetings of our Company through the +aforementioned interests and voting arrangements. Therefore, Mr. Zhang, together with Laifu Investment +and Jieyang Information, will be our Single Largest Group of Shareholders upon the Listing. +COMPETITION +Members of our Single Largest Group of Shareholders have confirmed that as of the Latest +Practicable Date, none of them or any of their respective close associates had any interest in a business +that competes or is likely to compete, either directly or indirectly, with our business, which is subject to +disclosure pursuant to Rule 8.10 of the Listing Rules. +INDEPENDENCE FROM THE SINGLE LARGEST GROUP OF SHAREHOLDERS +Management Independence +Our business is primarily managed and conducted by our Board and senior management. Upon the +completion of the Listing, our Board will comprise of four executive Directors, three non-executive +Directors and four independent non-executive Directors. See “Directors and Senior Management” for more +information. +Our Directors believe that our Board and senior management are able to manage our business and +function independently from our Single Largest Group of Shareholders based on the following reasons: + Each of our Directors is aware of his/her fiduciary duties as a Director of our Company which +require, among other things, that he/she acts for the benefit and in the best interests of our +Company and does not allow any conflict between his/her duties as a Director and his/her +personal interest; + In the event that there is a potential conflict of interest arising out of any transaction to be +entered into between our Group and our Directors or their respective associates, the interested +Directors shall abstain from voting at the relevant board meetings of our Company in respect +of such transactions and shall not be counted in the quorum; + We have four independent non-executive Directors, who have extensive experience in different +areas and have been appointed to ensure that the decisions of our Board are made after due +consideration of independent and impartial opinions. Certain matters of our Company must +always be referred to the independent non-executive Directors for review in accordance with +the Listing Rules, the applicable laws and the Articles of Association and internal policies; + Our daily management and operations are carried out by our senior management team. Except +Mr. Zhang, all of our senior management team members are independent from our Single +Largest Group of Shareholders, all of whom have substantial experience in the industry in +which our Company is engaged, and will therefore be able to make business decisions that are +in the best interest of our Group; and +RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS +– 181 – + + +--- page 191 --- + We have adopted a series of corporate governance measures to manage conflicts of interest, if +any, between our Group and our Single Largest Group of Shareholders which would support +our independent management. See “—Corporate Governance.” +Operation Independence +We have established our own organizational structure comprised of individual departments, each +with specific areas of responsibilities. We have also established various internal controls procedures to +facilitate the effective operation of our business. Our Group is not operationally dependent on our Single +Largest Group of Shareholders. Our Company holds or enjoys the benefit of all relevant licenses and owns +all relevant intellectual property and R&D facilities necessary to carry on our business. We have sufficient +capital, facilities, equipment and employees to operate our business independently from our Single Largest +Group of Shareholders. We also have independent access to our customers and suppliers. +Based on the above, our Directors believe that we are capable of carrying on our business +independently of our Single Largest Group of Shareholders and their close associates. +Financial Independence +We have an independent financial system. Our Group’s accounting and finance functions are +independent of the Single Largest Group of Shareholders and their close associates. Our Group makes +financial decisions according to our own business needs. Our Group’s major finance operations are +handled by our financial management department, which operates independently from our Single Largest +Group of Shareholders and their close associates. We do not share any other functions or resources with +any member of our Single Largest Group of Shareholders or their close associates. +During the Track Record Period, we primarily financed our business operations through cash +generated from our business activities and equity financing activities. As of the Latest Practicable Date, +we did not have any outstanding borrowings or guarantees from our Single Largest Group of Shareholders +or any of their respective close associates. +Based on the above, our Directors believe that our Group is able to operate with financial +independence from our Single Largest Group of Shareholders and their close associates. +CORPORATE GOVERNANCE +We have put in place sufficient corporate governance measures to manage the conflict of interest and +potential competition from our Single Largest Group of Shareholders and safeguard the interest of our +Shareholders, including: +(1) where a Shareholders’ meeting is to be held for considering proposed transactions in which our +Single Largest Group of Shareholders or any of their close associates have a material interest, +our Single Largest Group of Shareholders will not vote on the resolutions and shall not be +counted in the quorum in the voting; +(2) our Company has established internal control mechanism to identify connected transactions. +After the Listing, our Company will comply with the requirements in connection with +connected transactions. After the Listing, our Company will comply with the requirements in +connection with connected transactions under the Listing Rules; +(3) where our Directors reasonably request the advice of independent professionals, such as +independent financial advisors, the appointment of such independent professional will be made +at our Company’s expense; +RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS +– 182 – + + +--- page 192 --- +(4) we have appointed Somerley Capital Limited as our compliance advisor to provide advice and +guidance to us in respect of compliance with the applicable laws and regulations, as well as the +Listing Rules, including various requirements relating to corporate governance; +(5) we have established the audit committee, remuneration and appraisal committee and +nomination committee with written terms of reference in compliance with the Listing Rules and +the Corporate Governance Code; +(6) our Single Largest Group of Shareholders will confirm the status of their non-competing +interest on an annual basis and to provide all information necessary, including all relevant +financial, operational and market information and any other necessary information as required +by our Company; and +(7) our Company will disclose decisions (with basis), if any, on matters reviewed by the +independent non-executive Directors either in its annual report or by way of announcements. +Our Directors consider that the above corporate governance measures are sufficient to manage any +potential conflict of interests between the Single Largest Group of Shareholders and their respective close +associates and our Group and to protect the interests of our Shareholders, in particular, the minority +Shareholders. +RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF SHAREHOLDERS +– 183 – + + +--- page 193 --- +CONNECTED PERSONS +We have entered into certain transactions that will constitute our continuing connected transactions +after the Listing with the following parties which will become our connected persons upon the Listing: + Shengzhou Wuzhou Xinhua Bearing Forging Co., Ltd. (ʮ̡) +(“Wuzhou Xinhua”), a company ultimately controlled by Ms. Yin Qiqi ( ʙೡ), a family +member of Mr. Zhang under Rule 14A.12(2)(a) of the Listing Rules. + Shengzhou Xinhua Bearing Co., Ltd. (ʮ̡) (“Shengzhou Xinhua”), a +company ultimately controlled by Ms. Yin Qiqi, a family member of Mr. Zhang under Rule +14A.12(2)(a) of the Listing Rules. +FULLY EXEMPT CONTINUING CONNECTED TRANSACTIONS +We set out below a summary of the continuing connected transactions of our Group which will be +fully exempted from the reporting, annual review, announcement and independent shareholders’ approval +requirements under Chapter 14A of the Listing Rules. +1. Raw Material and Service Purchase Framework Agreement +On June 16, 2026, our Company and Wuzhou Xinhua entered into a purchase and sales of raw +materials including flex spline and bearing forgings and forging processing services framework agreement +(the “Raw Material and Service Purchase and Sales Framework Agreement”), pursuant to the Raw +Material and Service Purchase Framework Agreement, we agree to purchase raw materials and services +from Wuzhou Xinhua based on our commercial needs from time to time. The aforementioned purchases +of raw materials and services are expected to continue after the Listing. The prices of such raw materials +and services will be determined by the parties at arm’s length negotiations with reference to prevailing +market prices and prices for similar products supplied by Independent Third Parties. +During the year ended December 31, 2023, 2024 and 2025, the total purchase amount of Wuzhou +Xinhua’s products and services were approximately RMB0.67 million, RMB1.32 million and RMB2.42 +million, respectively. The transactions between Wuzhou Xinhua and us are in the ordinary and usual course +of business and on normal or better commercial terms than those available from independent third parties. +We consider that our transactions with Wuzhou Xinhua shall be subject to the requirements +applicable to connected transactions under Chapter 14A of the Listing Rules. As the highest applicable +percentage ratio under the Listing Rules in respect of these transactions after the Listing is expected to be +less than 5% on an annual basis and the total consideration is less than HK$3.0 million, the purchases of +raw materials and services from Wuzhou Xinhua fall within the de minimis threshold under Rule +14A.76(1) of the Listing Rules and will be fully exempted from the reporting, annual review, +announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing +Rules. +2. Heat Treatment Service Sales Framework Agreement +On June 16, 2026, our Company and Shengzhou Xinhua entered into a sales of heat treatment +services framework agreement (the “Heat Treatment Service Sales Framework Agreement”), pursuant to +the Heat Treatment Service Sales Framework Agreement, we agree to provide Shengzhou Xinhua our heat +treatment services based on their commercial needs from time to time. The service fee of such heat +treatment services will be determined by the parties at arm’s length negotiations with reference to +prevailing market prices and prices for similar products supplied by Independent Third Parties. +CONNECTED TRANSACTIONS +– 184 – + + +--- page 194 --- +We will continue to provide services to Shengzhou Xinhua because it allows us to make use of the +idle capacity of our heat treatment services, thereby reducing our unit heat treatment costs while creating +an additional revenue stream. Accordingly, we believe that the transactions contemplated under the Heat +Treatment Service Sales Framework Agreement are in the interest of our Company and our Shareholders +as a whole. +During the year ended December 31, 2023, 2024 and 2025, the total revenue from providing our +service to Shengzhou Xinhua was approximately RMB1.14 million, RMB1.43 million and RMB0.77 +million, respectively. The transactions between Shengzhou Xinhua and us are in the ordinary and usual +course of business and on normal or better commercial terms than those available from independent third +parties. +We consider that our transactions with Shengzhou Xinhua shall be subject to the requirements +applicable to connected transactions under Chapter 14A of the Listing Rules. As the highest applicable +percentage ratio under the Listing Rules in respect of these transactions after the Listing is expected to be +less than 5% on an annual basis and the total consideration is less than HK$3.0 million, the purchases of +services by Shengzhou Xinhua fall within the de minimis threshold under Rule 14A.76(1) of the Listing +Rules and will be fully exempted from the reporting, annual review, announcement and independent +shareholders’ approval requirements under Chapter 14A of the Listing Rules. +CONNECTED TRANSACTIONS +– 185 – + + +--- page 195 --- +OVERVIEW +Upon the Listing, our Board will consist of 11 Directors, including four executive Directors, three +non-executive Directors and four independent non-executive Directors. Our Board is responsible, and has +general authority for, the management and operation of our Company. Our Directors are appointed for a +term of three years and are eligible for re-election upon expiry of their term of office. Our senior +management is responsible for the day-to-day operations of our Company. +All of our Directors and senior management have met the qualification requirements under the +relevant PRC laws and regulations and the Listing Rules for their respective positions. +DIRECTORS +The following table sets forth certain information regarding the members of our Board. +Name Age Position +Date of joining +our Group +Date of +appointment as +a Director Responsibility +Relationship +with other +Directors and +senior +management +Executive Directors +Mr. Zhang Jie ( ੵ௫) 34 Chairman of our +Board, executive +Director and +general manager +May 1, 2015 September 22, +2017 +Responsible for the overall +strategic planning, +business direction and +management of our Group +N/A +M r .W uD i(ࠔ36 Executive Director +and deputy +general manager +June 29, 2022 May 13, 2024 Responsible for overseeing +the digital transformation +initiatives, joint module +development, and +robotics-related business +operations of our Group +N/A +Ms. Wang Haiying +(ˮऎ) +42 Executive Director +and human +resources and +administrative +director +March 11, 2018 August 13, 2018 Responsible for overseeing +the human resources and +administrative operations +of our Group +N/A +Mr. Zhang Han ( ੵᖍ) 38 Executive Director July 15, 2014 November 1, +2018 +Responsible for overseeing +the technology research +and development of our +Group +N/A +Non-executive Directors +Mr. Cui Zhiyuan +(੦қჃ) +27 Non-executive +Director +October 17, +2025 +October 17, +2025 +Responsible for providing +guidance on overall +strategic planning, +corporate governance and +business direction of our +Group +N/A +Mr. Huang He (ئ48 Non-executive +Director +January 11, +2018 +January 11, +2018 +Responsible for providing +professional opinion and +judgment to our Board +N/A +DIRECTORS AND SENIOR MANAGEMENT +– 186 – + + +--- page 196 --- +Name Age Position +Date of joining +our Group +Date of +appointment as +a Director Responsibility +Relationship +with other +Directors and +senior +management +Mr. Li Chengsheng +(ҽ᳅) +38 Non-executive +Director +November 24, +2021 +November 24, +2021 +Responsible for providing +guidance on overall +strategic planning, +corporate governance and +business direction of our +Group +N/A +Independent non-executive Directors +Mr. Feng Y un ( ඹㄴ) 50 Independent +non-executive +Director +December 24, +2025 +December 24, +2025 +Responsible for providing +independent advice on the +operations and +management of our Group +N/A +Dr. Li Jun (ڲ59 Independent +non-executive +Director +December 24, +2025 +December 24, +2025 +Responsible for providing +independent advice on the +operations and +management of our Group +N/A +Mr. Lou Y u ( ᅽρ) 62 Independent +non-executive +Director +December 24, +2025 +December 24, +2025 +Responsible for providing +independent advice on the +operations and +management of our Group +N/A +Ms. Tian Chunshan +(ӄ) +49 Independent +non-executive +Director +December 24, +2025 +December 24, +2025 +Responsible for providing +independent advice on the +operations and +management of our Group +N/A +Executive Directors +Mr. Zhang Jie ( ੵ௫), aged 34, is the chairman of our Board and an executive Director of our +Company. Mr. Zhang has served as the deputy general manager and sales manager from May 2015 to +December 2016 and he was redesignated as an executive Director and the chairman of our Board since +September 2017, responsible for the overall strategic planning, business direction and management of our +Group. +Mr. Zhang has been with the Group since May 2015 and has over 10 years of experience in managing +the business of the Group. He obtained a bachelor’s degree in business administration from Beijing Wuzi +University (༟ኪ৫) in July 2013 and a master’s degree in business administration from New Jersey +Institute of Technology in the United States in May 2015. He was also granted the title of Mechanical and +Electrical Manufacturing (Technology Development) Intermediate Engineer ( ዚཥႡி(Ҧஔක೯)ʕॴʈ +ࢪby the Shaoxing Municipal Bureau of Human Resources and Social Security (ٟ +ღᝂ) in December 2021. +M r .W uD i(ࠔ)aged 36, is an executive Director and the deputy general manager of our +Company. Mr. Wu joined our Company in June 2022 and was appointed as a deputy general manager and +Director in May 2024, responsible for overseeing the digital transformation initiatives, joint module +development, and robotics-related business operations of our Group. Mr. Wu has also served other +management roles within our Group, of which he was responsible for overall management and operation. +Since November 2022, Mr. Wu has been the general manager and supervisor of CmdRob, a wholly owned +subsidiary of the Group. From June 2022 to February 2023, he was the person in charge of the Nanjing +office of Shengzhou Shengzhou Laifual (formerly known as Suzhou Changmu Drive Co., Ltd. (˝ +ʮ̡)). +DIRECTORS AND SENIOR MANAGEMENT +– 187 – + + +--- page 197 --- +Mr. Wu has over 12 years of experience in the fields of electrical engineering, automation, and +robotics. Prior to joining our Group, from July 2015 to April 2017, Mr. Wu served as a software engineer +at Nanjing Keyuan Automatic Group Co., Ltd. (ʮ̡) (currently known as +Nanjing Sciyon Wisdom Technology Group Co., Ltd. (ʮ̡), whose +shares are listed on the Shenzhen Stock Exchange (stock code: 002380), a company focusing on industrial +automation and informatization products and solutions, where he was responsible for the development of +domestic Distributed Control Systems (DCS), inverters, and servo drives. From March 2017 to April 2021, +he worked as a software engineer and a project and product manager at Estun Automation Co., Ltd (ԯ +ʮ̡), a company focusing on industrial automation and informatization products +and solutions, whose shares are listed on the Shenzhen Stock Exchange (stock code: 002747), where he +was responsible for products covering servo drives, motion controllers, industrial robots. +Mr. Wu obtained a bachelor’s degree in electrical engineering and automation from Dalian Jiaotong +University ( ɽஹʹஷɽኪ) in July 2012 and a master’s degree in power electronics and transmission from +Shanghai University of Electric Power ( ɪऎཥɢɽኪ), formerly Shanghai Electric Power College ( ɪऎ +ཥɢኪ৫) in June 2015. +Ms. Wang Haiying ( ˮऎ), aged 42, is an executive Director and the human resources and +administrative director of our Company. She joined our Company in March 2018 and was appointed as a +Director in August 2018, responsible for overseeing the human resources and administrative operations of +our Group. +Ms. Wang has over 17 years of experience working in companies, with background in manufacturing +and business operations. From January 2008 to August 2017, she worked at Toolux Sanding S.A. ( एϪɧ +ʮ̡), a company specializes in the design, manufacturing and marketing of metal and plastic +tool sets (formerly listed on the Euronext Paris stock exchange, ticker: LU0394945660). From September +2017 to February 2018, Ms. Wang worked at Shengzhou Xincheng Wuyue Commercial Management Co., +Ltd. (ʮ̡), a company focusing on commercial property management. +Ms. Wang obtained a bachelor’s degree in business administration from Zhejiang Agriculture and +Forestry University (ɽኪ) in July 2024, and awarded the professional qualification of Level II +Corporate Human Resources Manager (ࢪby the Zhejiang Provincial Department +of Human Resources and Social Security (ღᝂ) in December 2019. +Mr. Zhang Han ( ੵᖍ), aged 38, is an executive Director of our Company. Mr. Zhang joined our +Company in July 2014 and has served as and technical director since then. Mr. Zhang was appointed as +an executive Director in January 2018. Mr. Zhang is responsible for overseeing the technology research +and development of our Group. +Mr. Zhang has over 16 years of experience in the mechanical engineering industry. Prior to joining +our Group, from September 2009 to February 2011, Mr. Zhang worked at Dalian Yiliya Engineering +Machinery Co., Ltd. (ʮ̡), a company engaging in manufacturing of +construction machinery. From June 2011 to March 2012, he worked at Ningbo East Machinery & +Equipment Corp. (ʮ̡), a company focusing on the trade of general equipment. +Mr. Zhang obtained a bachelor’s degree in mechanical design, manufacturing and automation, from +Taiyuan University of Technology (Ҧɽኪ) in July 2009. +Mr. Zhang was accredited as an intermediate engineer (ࢪby the Shaoxing Municipal +Human Resources and Social Security Bureau (ღ҅) in December 2021. +Non-executive Directors +Mr. Cui Zhiyuan ( ੦қჃ), aged 27, is a non-executive Director of our Company. Mr. Cui joined +our Company and was appointed as a non-executive Director in October 2025, responsible for the strategic +oversight and corporate governance of our Group. +DIRECTORS AND SENIOR MANAGEMENT +– 188 – + + +--- page 198 --- +Since July 2023, Mr. Cui has served as a senior analyst at China Development Bank Capital Co., Ltd. +(பʮ̡), a company primarily engaged in investment operations, management, and +consulting services, where he is responsible for overseeing investment activities of projects ranging from +robotics to hardware and software automation. +Mr. Cui obtained a bachelor’s degree in financial management from Nankai University (කɽኪ) +in June 2020 and a master’s degree in law from Peking University ( ̏ԯɽኪ) in July 2023. +Mr. Cui obtained the Legal Professional Qualification Certificate (ࣸissued by the +Ministry of Justice of the PRC in April 2021. +Mr. Huang He (ئ)aged 48, is a non-executive Director of our Company. Mr. Huang joined our +Company as a non-executive Director since January 2018, responsible for providing professional opinion +and judgment to our Board. +Mr. Huang has been working at Northern Lights Consulting (Beijing) Co., Ltd. ( ̏Έፔ༔ᚥਪ(̏ +ԯ)ʮ̡) since August 2010, where he successively held several positions, including vice president +from August 2010 until February 2013, executive director from March 2013 to January 2016, and partner +from February 2016 to the present. Mr. Huang has served as a supervisor and a director at Zhejiang +Hechuan Technology Co., Ltd. (ʮ̡), a company listed on the Shanghai Stock +Exchange (stock code: 688320) from May 2014 to February 2015 and from March 2015 to October 2024, +respectively. +Mr. Huang subsequently obtained a doctor of engineering degree in power engineering and +engineering thermophysics in July 2004. He obtained the China Securities Investment Fund Practicing +Certificate (ࣣissued by the Asset Management Association of China ( ʕᗇ +ุึ) in November 2017. +Mr. Li Chengsheng ( ҽ᳅), aged 38, is a non-executive Director of our Company. Mr. Li joined +our Company and was appointed as a non-executive Director in November 2021, responsible for the +strategic oversight and corporate governance of our Group. +Mr. Li has over 15 years of experience in venture capital, technology, and the semiconductor +industry. Mr. Li has been serving as the executive general manager at Shenzhen Guozhong V enture Capital +Management Co., Ltd. (ʮ̡) since June 2016, focusing on venture capital +investments. He is currently serving as directors of companies in the technology industry, responsible for +overseeing the overall management and operations, including Guangzhou Perception Vision Medical +Technologies Co., Ltd. (ʮ̡), a company engaging in medical artificial +intelligence, since April 2018, Shenzhen Deepcam Information Technology Co., Ltd. (Ҧஔ +ʮ̡), a company specializing in visual artificial intelligence since July 2020, and Anhui V olboff +Electron Science & Technology Co., Ltd. (ʮ̡), a company focusing on +automotive sensors, since February 2022. Mr. Li has also served as a supervisor at Shanghai Slamtec Co., +Ltd. (ʮ̡), a company engaged in robotic navigation systems, since January 2018, +responsible for the supervision of its operations. +Mr. Li worked at China National Software & Service Co., Ltd. (ʮ̡), +shares of which are listed on the Shanghai Stock Exchange (stock code: 600536) from November 2009 to +August 2010. From May 2013 to March 2016, Mr. Li served as an investment manager at Shenzhen Capital +Group Co., Ltd. (ʮ̡), a company primarily engaged in venture capital +investment, where he was responsible for investment. He has also held supervisor position at Suzhou +Dongwei Semiconductor Co., Ltd. (ʮ̡), a company specializing in power +semiconductor design and shares of which are listed on the Shanghai Stock Exchange (stock code: +DIRECTORS AND SENIOR MANAGEMENT +– 189 – + + +--- page 199 --- +688261), from March 2017 to December 2023, and at IMotion Automotive Technology (SuZhou) Co., Ltd. +(Ҧ(ᘽψ)ʮ̡), a company focusing on autonomous driving systems and shares of +which are listed on the Stock Exchange (stock code: 1274), from August 2018 to April 2025, where he was +responsible for providing guidance and advice on the corporate and business strategies to their board of +directors. +Mr. Li obtained a bachelor’s degree in mechatronic engineering from Beijing Institute of Technology +(̏ԯଣʈɽኪ) in June 2009 and a master’s degree in electrical engineering from New Y ork University +in May 2012. +Independent Non-executive Directors +Mr. Feng Yun ( ඹㄴ), aged 50, is an independent non-executive Director of our Company. Mr. Feng +joined our Company and was appointed as an independent non-executive Director in December 2025, +responsible for providing independent advice on the operations and management of our Group. +Mr. Feng has over extensive experience in investment banking, corporate finance, and strategic +management. From August 2009 to July 2015, he was a licensed representative at Merrill Lynch (Asia +Pacific) Limited and Merrill Lynch Far East Limited. From October 2015 to December 2017, he served +as the director in the China Investment Banking Division at Citigroup Global Markets Asia Limited. From +December 2017 to January 2024, he was the managing director in the Global Banking Department at UBS +AG Hong Kong Branch. Since February 2024, he has served as the vice president at Starcharge Energy +Pte. Ltd. +Mr. Feng obtained a bachelor’s degree in world economics from Fudan University ( ూ͇ɽኪ) in July +1997 and a master’s degree in business administration from Y ale University in May 2009. +Mr. Feng was certified as a Chartered Financial Analyst (CFA) in May 2010. +Dr. Li Jun (ڲ)aged 59, is an independent non-executive Director of our Company. Dr. Li joined +our Company and was appointed as an independent non-executive Director in December 2025, responsible +for providing independent advice on the operations and management of our Group. +Dr. Li has over 31 years of experience in mechanical engineering education and research. From +January 2009 to December 2015, he served as the general manager of Chongqing Yilelin Technology Co., +Ltd. (ʮ̡), a company focusing on computer system integration and software +development. Since September 1994, he has been engaging in teaching and research in the field of +mechanical engineering, at the School of Mechanical and V ehicle Engineering of Chongqing University. +Dr. Li obtained a bachelor’s degree and a master’s degree in mechanical secondary casting from +Chongqing University (ᅅɽኪ) in July 1991 and June 1994, respectively. He further earned a doctorate +degree in mechanical design and theory from Chongqing University (ᅅɽኪ) in December 1998. +Mr. Lou Yu ( ᅽρ), aged 62, is an independent non-executive Director of our Company. Mr. Lou +joined our Company and was appointed as an independent non-executive Director in December 2025, +responsible for providing independent advice on the operations and management of our Group. +Mr. Lou has over 45 years of experience in mechanical design and manufacturing automation, +industry. He successively served as a technician, an engineer, and an office director at Zhejiang Forging +& Pressing Machinery Group Co., Ltd. (ʮ̡), a company focusing on R&D, +manufacturing, marketing, and services of forging machinery, from August 1980 to November 2014. Since +DIRECTORS AND SENIOR MANAGEMENT +– 190 – + + +--- page 200 --- +December 2014, he has been the secretary general of Shengzhou City Machinery Industry Association ( ⎾ +ψ̹ዚБุึ), responsible for industry management and standard formulation. Mr. Lou is actively +involved in national and provincial industry organisations, serving as a member of the 1st to 5th National +Technical Committee 220 on Forging Machinery of Standardization Administration of China ( ΌᒦᏀዚ +ึ(SAC/TC220)), in which he was a member of the Mechanical Press Subcommittee +(ึ) (SAC/TC220/SC1) and the Precision +Forming Equipment Working Group (ண௪ʈЪଡ଼ +(SAC/TC220/WG2)). He has been a member of the Zhejiang Machinery Industry Federation (ዚ +ʈุᑌΥึ) since December 2018. +Mr. Lou obtained a diploma in engineering from Zhejiang Open University (ɽኪ), formerly +known as Zhejiang Radio & Television University ( एϪᄿᅧཥൖɽኪ) in August 1983 and bachelor’s +degree in mechanical design, manufacturing, and automation from Tianjin University (ɽኪ)i n +January 2014. +Mr. Lou is an engineer certified by Shengzhou Municipal Human Resources and Social Security +Bureau (ღ҅) in September 1993 and a senior engineer certified by Zhejiang +Machinery Industry Federation in December 2018. +Ms. Tian Chunshan (ӄ), aged 49, is an independent non-executive Director of our Company. +Ms. Tian joined our Company and was appointed as an independent non-executive Director in +December 2025, responsible for providing independent advice on the operations and management of our +Group. +Ms. Tian has over 24 years of experience in finance, investment management, and risk control. From +August 2001 to October 2015, Ms. Tian served at KPMG Huazhen LLP Shanghai Branch (ึ +ה(౷ஷΥྫ)הprogressing from auditor to audit partner. From November 2015 to +August 2017, she served as the chief financial officer at Shanghai Taiyun Investment Management Ltd. ( ɪ +ʮ̡), a company focusing on asset and investment management, where she was +responsible for finance, legal, and risk control. From September 2017 to October 2018, Ms. Tian worked +as a chief financial officer at YI Technology Co., Ltd. (ʮ̡) (now known as YI +Technology Co., Ltd. (( ථᖻ౽ᑌ(ɪऎ)ʮ̡)), a company engaged in intelligent hardware +design and manufacturing. Since November 2018, Ms. Tian has served as founding, managing and risk +control partner at Shanghai Wofu Private Equity Fund Management Co., Ltd. (၍ଣϞ +ʮ̡), where she oversees the operation and management of multiple funds, financial, legal and risk +management. +Ms. Tian obtained a bachelor’s and master’s degree in economics from Shanghai University of +Finance and Economics ( ɪऎৌɽኪ) in June 1998 and February 2001, respectively. +Ms. Tian is an accountant certified by the Chinese Institute of Certified Public Accountants ( ʕൗ +ึ) in November 2003 and is a member of the Association of Chartered Certified Accountants +(ʮึ)( “ ACCA ”) since June 2012, and become a fellow of ACCA since June 2017. +SENIOR MANAGEMENT +Mr. Zhang Jie ( ੵ௫), aged 34, is the chairman of our Board, an executive Director and the general +manager of our Company. See “—Directors—Executive Directors” for his biographical details. +M r .W uD i(ࠔ)aged 36, is an executive Director and deputy general manager of our Company. +See “—Directors—Executive Directors” for his biographical details. +Ms. Wang Haiying ( ˮऎ), aged 42, is an executive Director and the human resources and +administrative director of our Company. See “—Directors—Executive Directors” for his biographical +details. +DIRECTORS AND SENIOR MANAGEMENT +– 191 – + + +--- page 201 --- +Mr. Zhang Han ( ੵᖍ), aged 38, is an executive Director and the technical director of our Company. +See “—Directors—Executive Directors” for his biographical details. +Ms. Xue Wei ( ᑡਬ), aged 43, is the chief financial officer of our Company. Ms. Xue joined our +Company and has served as the chief financial officer since January 2022, responsible for overseeing the +overall financial management of our Group. +Ms. Xue has extensive of experience in financial management. Prior to joining our Group, from July +2012 to June 2019, she worked at a subsidiary of Shanghai Macroprocess Lustration Technology Co., Ltd +(ʮ̡), a company specialising in clean system engineering for +pharmaceutical factories. From June 2021 to February 2022, she worked at Wanbang Digital Energy Co., +Ltd. (ʮ̡), a company focusing on electric vehicle charging infrastructure and +microgrid solutions with its core brand named Starcharge (̂ཥ). +Ms. Xue obtained a bachelor’s degree in Accounting from Inner Mongolia University of Finance and +Economics ( ʫႆ̚ৌɽኪ) in July 2006. +Ms. Xue obtained a certificate for passing all the required subjects of the national uniform CPA +examination and is a tax advisor certified by the China Certified Tax Agents Association ( ʕൗ̅ਕ +ึ). +Mr. Zhou Wenjun (ڲ)aged 35, is the Board secretary and legal director of our Company. Mr. +Zhou joined our Company and has served as our Board secretary since September 2021, responsible for +overseeing the board governance, legal compliance, and corporate legal affairs of the Company. +Mr. Zhou has over 10 years of experience in legal services and corporate governance. From July +2014 to July 2015, he worked at Jiangsu Wisdom (Wuxi) Law Firm ( Ϫᘽၪ˰ᅃ(ೌ፼)הFrom +September 2016 to September 2021, Mr. Zhou was a Practising Lawyer at Jiangsu Yingheng Law Firm ( Ϫ +ה.) +Mr. Zhou obtained a bachelor’s degree in Law from Beijing Wuzi University (༟ኪ৫)i n +July 2013. +Mr. Zhou obtained a Legal Professional Qualification Certificate from the Ministry of Justice of the +PRC in 2013. +Save as disclosed in this section, none of our Directors and senior management held directorships +in any public companies the securities of which are listed on any securities market in Hong Kong or +overseas in the three years immediately preceding the Latest Practicable Date. +As at the Latest Practicable Date, save as disclosed in this section, there were no other matters +relating to the appointment of our Directors that need to be brought to the attention of the Shareholders +and there was no other information relating to our Directors that is required to be disclosed pursuant to +Rule 13.51(2) of the Listing Rules. +Please refer to “Statutory and General Information—3. Further Information About Our Directors” in +Appendix VI to this prospectus for the interests of our Directors and chief executive in our Shares within +the meaning of Part XV of the SFO. +JOINT COMPANY SECRETARIES +Mr. Zhou Wenjun (ڲ)was appointed as our joint company secretary since December 2025. Mr. +Zhou is the Board Secretary of our Company. For details, see “—Senior Management.” +DIRECTORS AND SENIOR MANAGEMENT +– 192 – + + +--- page 202 --- +Ms. Li Y ee Ching ( ҽရᆋ) was appointed as our joint company secretary since December 2025. +Ms. Li has 10 years of experience in providing a full range of company secretarial services, and is +currently serving a portfolio of clients including public listed companies, MNCs and Hong Kong and +offshore private companies. +Ms. Li obtained a Master of Corporate Governance from Hong Kong Metropolitan University +(formerly known as The Open University of Hong Kong) and a Bachelor of Integrated Business +Administration from Chinese University of Hong Kong. She has been an associate member of The Hong +Kong Chartered Governance Institute (formerly known as The Hong Kong Institute of Chartered +Secretaries) and an associate member of The Chartered Governance Institute (formerly known as The +Institute of Chartered Secretaries and Administrators) in United Kingdom since 2019. +BOARD COMMITTEES +Our Company has established three committees under our Board, namely the Audit Committee, the +Remuneration and Appraisal Committee and the Nomination Committee. +Audit Committee +The Audit Committee consists of three Directors, namely Mr. Feng Y un, Dr. Li Jun and Ms. Tian +Chunshan, with Ms. Tian Chunshan currently serving as the chairman. Ms. Tian Chunshan has the +appropriate professional qualification and experiences as required under Rules 3.10(2) and 3.21 of the +Listing Rules. The Audit Committee is mainly responsible for reviewing and overseeing the financial +reporting procedure, risk management and internal control system of our Group and has the terms of +reference in compliance with the relevant PRC laws and regulations and Rule 3.21 of the Listing Rules +and paragraph D.3 of part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing +Rules. +Remuneration and Appraisal Committee +The Remuneration and Appraisal Committee consists of three Directors, namely Mr. Zhang, Mr. +Feng Y un and Mr. Lou Y u, with Mr. Feng Y un currently serving as the chairman. The Remuneration and +Appraisal Committee is mainly responsible for evaluating the remuneration polices for Directors and +senior management of our Group and making recommendations thereon to our Board and has the terms +of reference in compliance with relevant laws and regulations of the PRC and paragraph E.1 of part 2 of +the Corporate Governance Code as set out in Appendix C1 to the Listing Rules. +Nomination Committee +The Nomination Committee consists of three Directors, namely Mr. Zhang, Dr. Li Jun and Ms. Tian +Chunshan, with Mr. Zhang currently serving as the chairman. The Nomination Committee is mainly +responsible for identifying, screening and recommending to our Board qualified candidates to serve as our +Directors and senior management and monitoring the procedures for evaluating the performance of our +Board and has the terms of reference in compliance with the relevant laws and regulations of the PRC and +paragraph B.3 of part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules. +DIVERSITY POLICY OF OUR BOARD +Our Board has adopted a board diversity policy (the “ Board Diversity Policy ”) in order to enhance +the effectiveness of our Board and to maintain high standard of corporate governance. Our Board Diversity +Policy sets out the criteria in selecting candidates to our Board, including but not limited to gender, age, +DIRECTORS AND SENIOR MANAGEMENT +– 193 – + + +--- page 203 --- +cultural and educational background, ethnicity, professional experience, skills, knowledge and length of +service. The ultimate decision will be based on merit and contribution that the selected candidates will +bring to our Board. +Our Directors have a balanced mixed of knowledge and skills, including but not limited to overall +business management, finance and accounting, robot technology and law. Our Board is of the view that +our Board satisfies our Board Diversity Policy. In addition, our Board has a wide range of age, ranging +from 27 years old to 62 years old. Two of our Directors are female. Our Board will also ensure that +appropriate balance of gender diversity is achieved with reference to investors’ expectation, and +international and local recommended best practices. +The Nomination Committee is responsible for reviewing the diversity of our Board. After Listing, +the Nomination Committee will monitor and evaluate the implementation of our Board Diversity Policy +from time to time to ensure its continued effectiveness. The Nomination Committee will also include in +successive annual reports a summary of our Board Diversity Policy, including any measurable objectives +set for implementing our Board Diversity Policy and the progress on achieving these objectives. +CORPORATE GOVERNANCE +Our Directors recognize the importance of good corporate governance in management and internal +procedures so as to achieve effective accountability. Save as disclosed below, our Group is expected to +comply with the code provisions of the Corporate Governance Code as set out in Appendix C1 to the +Listing Rules. +Pursuant to code provision C.2.1 of Part 2 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 a separate chairman and chief executive and Mr. Zhang currently performs +these two roles. Our Board believes that vesting the roles of both the chairman of our Board and general +manager in the same person has the benefit of (1) ensuring consistent leadership within our Company, (2) +enabling more effective and efficient overall strategic planning for our Company, and (3) facilitating the +flow of information between the management and our Board. Our Board considers that the balance of +power and authority for the present arrangement will not be impaired and this structure will enable our +Company to make and implement decisions promptly and effectively. Our Board will continue to review +and consider splitting the roles of the chairman of our Board and the general manager of our Company at +a time when it is appropriate by taking into account the circumstances of our Company as a whole. +COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT +The compensation and remuneration of our Directors and members of the senior management of our +Company are determined by the Shareholders’ meetings and our Board as appropriate in the form of +salaries and bonuses. Our Company also reimburses them for expenses which are necessary and reasonably +incurred in providing services to our Company or discharging their duties in relation to the operations of +our Company. When reviewing and determining the specific remuneration packages for our Directors and +members of the senior management of our Company, the Shareholders’ meetings and our Board take into +account factors such as salaries paid by comparable companies, time commitment, level of responsibilities, +employment elsewhere in our Group and desirability of performance-based remuneration. As required by +the relevant PRC laws and regulations, our Company also participates in various defined contribution +plans organized by relevant provincial and municipal government authorities and welfare schemes for +employees of our Company, including medical insurance, injury insurance, unemployment insurance, +pension insurance, maternity insurance and housing provident fund. +Our Company offers executive Directors and senior management members, who are our employees, +compensation in the form of salaries, bonuses, social security plans, housing provident fund plans and +other benefits. The independent non-executive Directors receive compensation based on their +responsibilities. +DIRECTORS AND SENIOR MANAGEMENT +– 194 – + + +--- page 204 --- +The aggregate amounts of remuneration (including directors’ fees, salaries, allowances and benefits +in kind, discretionary bonuses, retirement scheme contributions and equity-settled share-based payment) +to our Directors for the three years ended December 31, 2025, were RMB2.2 million, RMB3.2 million, and +RMB5.5 million, respectively. +The aggregate amounts of remuneration (including directors’ fees, salaries, allowances and benefits +in kind, discretionary bonuses, retirement scheme contributions and equity-settled share-based payment) +to the five highest paid individuals, excluding Directors and chief executive, for the three years ended +December 31, 2025, were RMB1.9 million, RMB1.5 million and RMB0.9 million, respectively. +It is estimated that remuneration equivalent to approximately RMB3.2 million in aggregate will be +paid to our Directors by our Company for the year ending December 31, 2026, based on the arrangements +in force as of the date of the prospectus. +No remuneration was paid by our Company to our Directors or the five highest paid individuals as +inducement to join or upon joining our Company or as a compensation for loss of office during the Track +Record Period. Furthermore, none of our Directors had waived or agreed to waive any remuneration during +the Track Record Period. +COMPLIANCE ADVISOR +Our Company appointed Somerley Capital Limited as the compliance advisor pursuant to Rules +3A.19 of the Listing Rules. Pursuant to Rule 3A.23 of the Listing Rules, the compliance advisor will +advise our Company in the following circumstances: +(i) before the publication of any regulatory announcement, circular or financial report; +(ii) where a transaction, which might be a notifiable or connected transaction, is contemplated, +including share issues and share repurchases; +(iii) where our Company proposes to use the proceeds of the Global Offering in a manner that is +different from that detailed in this prospectus or where our business activities, developments +or results deviate from any forecasts, estimates or other information in this prospectus; and +(iv) where the Stock Exchange makes an inquiry of our Company regarding unusual movements in +the price or trading volume of the Shares, the possible development of a false market in the +Shares or any other matters in accordance with Rule 13.10 of the Listing Rules. +The terms of the appointment of the compliance advisor will commence on the Listing Date and end +on the date when our Company distributes the annual report of its financial results for the first full +financial year commencing after the Listing Date. +CORE R&D TEAM MEMBERS +For further details of the experience of our core R&D team members, see “Business—Research and +Development—Our Research and Development Team and Core Members” in this prospectus. +CONFIRMATION FROM OUR DIRECTORS +Rule 8.10 of the Listing Rules +Each of our Directors confirms that, as of the Latest Practicable Date, he or she did not have any +interest in any 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. +DIRECTORS AND SENIOR MANAGEMENT +– 195 – + + +--- page 205 --- +Rule 3.09D of the Listing Rules +Each of our Directors confirms that he or she (1) has obtained the legal advice referred to under Rule +3.09D of the Listing Rules on December 1, 2025; and (2) understands his or her obligations as a director +of a listed issuer under the Listing Rules. +Rule 3.13 of the Listing Rules +Each of the independent non-executive Directors confirms (1) his/her independence as regards each +of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules; (2) that he/she has no past or present +financial or other interest in the business of our Company or our subsidiaries or any connection with any +core connected person of our Company under the Listing Rules as of the Latest Practicable Date; and (3) +that there are no other factors that may affect his/her independence at the time of his/her appointment. +Each of Mr. Y ang Ran ( เዷ), Ms. Y uan Keying ( ) and Mr. Liu Y ang (ݱcollectively, the +“Former Directors”) resigned as a director of the Company during the Track Record Period. Mr. Y ang Ran +resigned due to the Company’s organizational restructuring, while Ms. Y uan Keying and Mr. Liu Y ang both +resigned due to personal reasons. The Company confirmed that there was no disagreement between the +Former Directors and the Company. +DIRECTORS AND SENIOR MANAGEMENT +– 196 – + + +--- page 206 --- +Our registered share capital as of the Latest Practicable Date was RMB89,956,887, divided into +89,956,887 Unlisted Shares of par value RMB1.00 each. +Assuming the Over-allotment Option is not exercised, the share capital of our Company immediately +after the Global Offering and Conversion of Unlisted Shares into H Shares will be as follows: +Description of Shares Number of Shares +Aggregate +percentage of the +total share capital +H Shares to be converted from Unlisted Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110089,956,887 87.00% +H Shares to be issued pursuant to the Global Offering /H1100/H1100/H1100/H110013,441,900 13.00% +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100103,398,787 100.00% +Assuming the Over-allotment Option is exercised in full, the share capital of our Company +immediately after the Global Offering and Conversion of Unlisted Shares into H Shares will be as follows: +Description of Shares Number of Shares +Aggregate +percentage of the +total share capital +H Shares to be converted from Unlisted Shares /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110089,956,887 85.34% +H Shares to be issued pursuant to the Global Offering /H1100/H1100/H1100/H110015,458,100 14.66% +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100105,414,987 100.00% +The above table assumes that the Global Offering has become unconditional and the H Shares are +issued pursuant to the Global Offering. +OUR SHARES +Upon the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares, +the Shares will all be H Shares. The H Shares in issue following the completion of the Global Offering +are ordinary Shares in the share capital of our Company, and are considered as one class of Shares. +However, apart from certain qualified domestic institutional investors in the PRC, qualified PRC investors +under the Shanghai-Hong Kong stock exchanges connectivity mechanism (Shanghai-Hong Kong Stock +Connect) and the Shenzhen-Hong Kong stock exchanges connectivity mechanism (Shenzhen-Hong Kong +Stock Connect) and other persons entitled to hold H Shares pursuant to the relevant PRC laws and +regulations or upon approval by any competent authorities, H Shares generally may not be subscribed for +by, or traded between, institutions or individuals of the PRC. +RANKING +H Shares are regarded as one class of Shares under our Articles of Association and will rank pari +passu with each other in all other respects and, in particular, will rank equally for all dividends or +distributions declared, paid or made after the date of this prospectus. +All dividends for H Shares will be denominated and declared in Renminbi, and paid in Hong Kong +dollars or Renminbi. Other than cash, dividends could also be paid in the form of shares. +CIRCUMSTANCES UNDER WHICH GENERAL MEETINGS ARE REQUIRED +For details of circumstances under which the Shareholders’ general meeting is required, please refer +to “Notice and Agenda of General Shareholders’ Meeting” under “Appendix V—Summary of The Articles +of Association” to this prospectus. +SHARE CAPITAL +– 197 – + + +--- page 207 --- +CONVERSION OF OUR UNLISTED SHARES INTO H SHARES +Pursuant to the regulations prescribed by the securities regulatory authorities of the State Council +and the Articles of Association, the Unlisted Shares may be converted into overseas-listed Shares. Such +converted Shares could be listed or traded on an overseas stock exchange, provided that prior to the +conversion and trading of such converted Shares, any requisite internal approval process has been duly +completed, all the filling procedures with relevant PRC regulatory authorities, including the CSRC are +followed. In addition, such conversion and trading shall comply with the regulations, requirements and +procedures prescribed by the relevant overseas stock exchange. If any of the Unlisted Shares are to be +converted, listed and traded as H Shares on the Stock Exchange, such conversion, listing and trading will +need to be filed with relevant PRC regulatory authorities, including the CSRC, and the approval of the +Stock Exchange. +Filing with the CSRC for Full Circulation +According to the Trial Administrative Measures of Overseas Securities Offering and Listing by +Domestic Companies (جannounced by the CSRC, for an +H-share listed company, shareholders of its unlisted shares applying to convert such shares into shares +listed and traded on an overseas trading venue shall conform to relevant regulations promulgated by the +CSRC, and authorize the domestic company to file with the CSRC on their behalf. +In accordance with the Guidelines for the “Full Circulation” Program for Unlisted Shares of H-share +Listed Companies (H΅͡ሗ “ஷ”ˏ) announced by the CSRC, an unlisted +domestic joint stock company may apply for “full circulation” when applying for an overseas initial public +offering. +We have filed with the CSRC for the conversion of 89,956,887 Unlisted Shares into H Shares on a +one-for-one basis (“Conversion of Unlisted Shares into H Shares”) upon the completion of the Listing +(“Full Circulation Application of the Company”), which has been completed on May 19, 2026. +Listing Approval by the Stock Exchange +We have applied to the Listing Committee of the Stock Exchange for the granting of listing of, and +permission to deal in, our H Shares to be issued pursuant to the Global Offering (including any H Shares +which may be issued pursuant to the exercise of the Over-allotment Option) and the H Shares to be +converted from Unlisted Shares on the Stock Exchange. +We will perform the following procedures for the conversion of Unlisted Shares into H Shares after +receiving the approval of the Stock Exchange: (1) giving instructions to our H Share Registrar regarding +relevant share certificates of the converted H Shares; and (2) enabling the converted H Shares to be +accepted as eligible securities by HKSCC for deposit, clearance and settlement in the CCASS. Until the +converted Shares are re- registered on our H Share register, such Shares will not be listed as H Shares. The +participating shareholders may only deal in the Shares upon completion of domestic procedures. +SHAREHOLDERS’ APPROV AL FOR THE GLOBAL OFFERING +Approval from holders of the Shares is required for the Company to issue H Shares and seek the +listing of H Shares on the Stock Exchange. The Company has obtained such approval at the Shareholders’ +general meeting held on December 24, 2025. +RESTRICTIONS ON TRANSFER OF SHARES ISSUED PRIOR TO THE GLOBAL OFFERING +According to the Company Law, the Shares issued by the Company prior to the Global Offering are +restricted from trading within one year from the Listing Date. +SHARE CAPITAL +– 198 – + + +--- page 208 --- +Our Directors and members of the senior management (as defined in our Articles of Association) of +our Company shall declare their shareholdings in our Company and any changes in their shareholdings. +Shares transferred by our Directors and such members of the senior management each year during their +term of office shall not exceed 25% of their total respective shareholdings in our Company. The Shares +that the aforementioned persons held in our Company cannot be transferred within one year from the date +on which the shares are listed and traded, nor within half a year after they leave their positions in our +Company. The Articles of Association may contain other restrictions or conditions on the transfer of the +Shares held by our Directors, members of senior management of our Company and other Shareholders. For +further details, see “Summary of The Articles of Association” in Appendix V to this prospectus. +The Company will work with the domestic securities company to be engaged by the Company to +restrict the trading of the H Shares converted from Unlisted Shares technically within one year after the +Listing. +SHARE CAPITAL +– 199 – + + +--- page 209 --- +THE CORNERSTONE PLACING +We have entered into cornerstone investment agreements (each a “ Cornerstone Investment +Agreement ”, and together the “ Cornerstone Investment Agreements ”) with the cornerstone investors set +out below (each a “ Cornerstone Investor ”, and together the “ Cornerstone Investors ”), pursuant to +which Cornerstone Investors have agreed to, subject to certain conditions, subscribe, or cause its +designated entities to subscribe, at the Offer Price for such number of Offer Shares (rounded down to the +nearest whole board lot of 100 H Shares) that may be purchased for an aggregate amount of approximately +RMB374.62 million (or approximately HK$430.94 million, calculated based on an exchange rate of +RMB0.8693 to HK$1.00) (assuming an Offer Price of HK$81.25 per H Share (being the mid-point of the +indicative Offer Price range) and exclusive of brokerage fee, the SFC transaction levy, the AFRC +transaction levy and the Stock Exchange trading fee) (the “ Cornerstone Placing ”). +Based on the Offer Price of HK$77.00 per H Share, being the low-end of the indicative Offer Price +range set out in this prospectus, the total number of Offer Shares to be subscribed by Cornerstone Investors +would be 5,596,000 Offer Shares. The table below reflects the shareholding percentage immediately after +the completion of the Global Offering. +Assuming the Over-allotment Option is not exercised Assuming the Over-allotment Option is exercised in full +Approximate % of the +Offer Shares +Approximate % of the total +issued share capital +Approximate % of the +Offer Shares +Approximate % of the total +issued share capital +41.63% 5.43% 36.18% 5.32% +Based on the Offer Price of HK$81.25 per Offer Share, being the mid-point of the indicative Offer +Price range set out in this prospectus, the total number of Offer Shares to be subscribed by Cornerstone +Investors would be 5,303,600 Offer Shares. The table below reflects the shareholding percentage +immediately after the completion of the Global Offering. +Assuming the Over-allotment Option is not exercised Assuming the Over-allotment Option is exercised in full +Approximate % of the +Offer Shares +Approximate % of the total +issued share capital +Approximate % of the +Offer Shares +Approximate % of the total +issued share capital +39.44% 5.13% 34.31% 5.00% +Based on the Offer Price of HK$85.50 per Share, being the high-end of the indicative Offer Price +range set out in this prospectus, the total number of Offer Shares to be subscribed by Cornerstone Investors +would be 5,040,000 Offer Shares. The table below reflects the shareholding percentage immediately after +the completion of the Global Offering. +Assuming the Over-allotment Option is not exercised Assuming the Over-allotment Option is exercised in full +Approximate % of the +Offer Shares +Approximate % of the total +issued share capital +Approximate % of the +Offer Shares +Approximate % of the total +issued share capital +37.52% 4.90% 32.61% 4.78% +We believe that the Cornerstone Placing signifies our Cornerstone Investors’ confidence in our +Company and its business prospect, and that the Cornerstone Placing will help to raise the profile of our +Company. Our Company became acquainted with each of the Cornerstone Investors during its ordinary +course of operations, either through the Group’s business network or through introduction by the +Company’s business partners or the Sponsor-Overall Coordinator. +CORNERSTONE INVESTORS +– 200 – + + +--- page 210 --- +The Cornerstone Placing will form part of the International Offering, and, save as otherwise obtained +consent from the Stock Exchange, the Cornerstone Investors and their respective close associates 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 H Shares in issue following the Global Offering of the Company +and will be counted towards the public float of our Company under Rule 19A.13A of the Listing Rules. +Immediately following the completion of the Global Offering, the Cornerstone Investors or their +close associates will not, by virtue of their cornerstone investments, have any Board representation in our +Company; and none of the Cornerstone Investors and their close associates will become a substantial +Shareholder of our Company. The subscription of the Offer Shares by the Cornerstone Investors will not +result in more than 50% of the H Shares in public hands at the time of Listing being beneficially owned +by the three largest public Shareholders for the purpose of Rule 8.08(3) of the Listing Rules. Other than +a guaranteed allocation of the relevant Offer Shares at the final Offer Price, the Cornerstone Investors do +not have any preferential rights under each of their respective Cornerstone Investment Agreements, as +compared with other public Shareholders. There are no side arrangements or agreements between our +Company and the Cornerstone Investors or any benefit, direct or indirect, conferred on the Cornerstone +Investors by virtue of or in relation to the 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. +To the best knowledge of our Company, each of the Cornerstone Investors is (i) not accustomed to +take instructions from our Company or any of our Directors, chief executive, our Single Largest Group of +Shareholders, substantial Shareholders or existing Shareholders or any of its subsidiaries or their +respective close associates in relation to the acquisition, disposal, voting or other disposition of the Shares +registered in their name or otherwise held by them; (ii) not directly or indirectly financed by our Company +or any of our Directors, chief executive of our Company, our Single Largest Group of Shareholders, +substantial Shareholders, existing Shareholders or any of its subsidiaries or their respective close +associates; and (iii) independent of the other Cornerstone Investors, our Group, our connected persons and +their respective associates, and is not an existing Shareholder or a close associate of our Group. Each of +the ultimate beneficial owner(s) of each Cornerstone Investors is Independent Third Party. +As confirmed by the Cornerstone Investors, there are no side arrangements or agreements between +the Company and Cornerstone Investors or any benefit, direct or indirect, conferred on Cornerstone +Investors, by virtue of or in relation to the Listing other than a guaranteed allocation of the relevant Offer +Shares at the Offer Price, following the principles as set out in Chapter 4.15 of the Guide. +To the best knowledge of the Company and as confirmed by each of the Cornerstone Investors, their +subscriptions under the Cornerstone Investment would be financed by their own internal resources, +resources of their shareholders or (in the case of the Cornerstone Investor which is funds or investment +manager) the assets managed for their investors, and each of them has sufficient funds to settle its +respective investment under the Cornerstone Placing. Each of the Cornerstone Investors has confirmed +that all necessary approvals have been obtained with respect to the Cornerstone Placing. +The total number of Offer Shares to be subscribed for by Cornerstone Investors under the +Cornerstone Placing may be affected by reallocation of the Offer Shares between the International +Offering and the Hong Kong Public Offering in the event of over-subscription under the Hong Kong Public +Offering, as described in the paragraphs headed “Structure of the Global Offering—The Hong Kong Public +Offering—Reallocation” in this prospectus. In addition, our Company and the Sponsor-Overall +Coordinator have the right to adjust the number of Offer Shares to be allocated to the Cornerstone +Investors in their sole and absolute discretion to ensure compliance with (i) the minimum public float +requirement under Rule 19A.13A(1) of the Listing Rules or as otherwise approved by the Stock Exchange; +(ii) Rule 8.08(3) of the Listing Rules, which stipulates that no more than 50% of the Shares in public hands +can be beneficially owned by the three largest public Shareholders on the Listing Date; (iii) Rule 18C.08 +of the Listing Rules, which stipulates that at least 50% of the total number of Offer Shares must be taken +up by independent price setting investors in the International Offering (whether as cornerstone investors +or otherwise); and (iv) the free float requirement under Rule 19A.13C(1) of the Listing Rules. Further, the +CORNERSTONE INVESTORS +– 201 – + + +--- page 211 --- +Sponsor-Overall Coordinator and our Company can adjust the number of Offer Shares to be allocated to +the Cornerstone Investors in their sole and absolute discretion for the purpose of the compliance with +Appendix F1 (Placing Guidelines for Equity Securities) to the Listing Rules. +Details of the actual number of Offer Shares to be allocated to Cornerstone Investors will be +disclosed in the allotment results announcement of our Company to be published on or around June 29, +2026. The Cornerstone Investors have agreed to pay in full for the relevant Offer Shares that they have +subscribed before dealings in the Company’s H Shares commence on the Stock Exchange. Certain +Cornerstone Investors have agreed that delivery of all or any part of the Offer Shares it will subscribe for +may be deferred to a date later than the Listing Date. 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. For details of the Over-allotment Option and the stabilization +action by the Stabilizing Manager, see “Structure of the Global Offering—Over-allotment Option” and +“Structure of the Global Offering—Stabilization” in this prospectus. +The table below sets forth the details of the Cornerstone Placing: +Name of the cornerstone +investor +Total +Investment +Amount (1) +Number of +Offer Shares +to be +subscribed (2) +Assuming the Over-allotment +Option is not exercised +Assuming the Over-allotment +Option is fully exercised +Approximate +%o ft h e +Offer Shares +Approximate % +of our total issued +share capital +immediately upon +completion of the +Global Offering +Approximate +%o ft h e +Offer Shares +Approximate % +of our total issued +share capital +immediately upon +completion of the +Global Offering +(in USD +millions) +Based on the Offer Price of HK$77.00 (the low-end of the indicative Offer Price range) +OAKTREE CAPITAL +MANAGEMENT, +L.P . (“Oaktree ”) /H1100/H1100/H110010 1,017,500 7.57% 0.98% 6.58% 0.97% +Alphahill Capital +Limited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 1,017,500 7.57% 0.98% 6.58% 0.97% +HARVEST GLOBAL +INVESTMENTS +LIMITED /H1100/H1100/H1100/H1100/H1100/H1100/H11008 814,000 6.06% 0.79% 5.27% 0.77% +CDH Global Frontier +V entures Limited +(“CDH Global ”) /H1100/H1100/H11007 712,300 5.30% 0.69% 4.61% 0.68% +E Fund Management +Co., Ltd/E FUND +MANAGEMENT +(HONG KONG) CO., +LIMITED +(“E Fund ”) /H1100/H1100/H1100/H1100/H1100/H11005 508,700 3.78% 0.49% 3.29% 0.48% +Eurus Holdings SPC /H1100/H11003 305,200 2.27% 0.30% 1.97% 0.29% +LBC HK Opportunity +Fund Limited (“ Lake +Bleu ”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 305,200 2.27% 0.30% 1.97% 0.29% +Dream’ee (Hong Kong) +Open-ended Fund +Company (“ Dream’ee +HK Fund ”) /H1100/H1100/H1100/H1100/H11003 305,200 2.27% 0.30% 1.97% 0.29% +Factorial Master Fund +(“FMF”)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 305,200 2.27% 0.30% 1.97% 0.29% +Oasis Investments II +Master Fund Ltd. +(“Oasis Fund ”)/H1100/H1100/H1100/H11003 305,200 2.27% 0.30% 1.97% 0.29% +Total 5,596,000 41.63% 5.43% 36.18% 5.32% +CORNERSTONE INVESTORS +– 202 – + + +--- page 212 --- +Name of the cornerstone +investor +Total +Investment +Amount (1) +Number of +Offer Shares +to be +subscribed (2) +Assuming the Over-allotment +Option is not exercised +Assuming the Over-allotment +Option is fully exercised +Approximate +%o ft h e +Offer Shares +Approximate % +of our total issued +share capital +immediately upon +completion of the +Global Offering +Approximate +%o ft h e +Offer Shares +Approximate % +of our total issued +share capital +immediately upon +completion of the +Global Offering +(in USD +millions) +Based on the Offer Price of HK$81.25 (the mid-point of the indicative Offer Price range) +Oaktree /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 964,300 7.17% 0.93% 6.24% 0.91% +Alphahill Capital +Limited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 964,300 7.17% 0.93% 6.24% 0.91% +HARVEST GLOBAL +INVESTMENTS +LIMITED /H1100/H1100/H1100/H1100/H1100/H1100/H11008 771,400 5.74% 0.75% 4.99% 0.73% +CDH Global /H1100/H1100/H1100/H1100/H1100/H1100/H11007 675,000 5.02% 0.65% 4.37% 0.64% +E Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 482,100 3.59% 0.47% 3.12% 0.46% +Eurus Holdings SPC /H1100/H11003 289,300 2.15% 0.28% 1.87% 0.27% +Lake Bleu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 289,300 2.15% 0.28% 1.87% 0.27% +Dream’ee HK Fund /H1100/H1100/H11003 289,300 2.15% 0.28% 1.87% 0.27% +FMF /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 289,300 2.15% 0.28% 1.87% 0.27% +Oasis Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 289,300 2.15% 0.28% 1.87% 0.27% +Total 5,303,600 39.44% 5.13% 34.31% 5.00%Name of the cornerstone +investor +Total +Investment +Amount (1) +Number of +Offer Shares +to be +subscribed (2) +Assuming the Over-allotment +Option is not exercised +Assuming the Over-allotment +Option is fully exercised +Approximate +%o ft h e +Offer Shares +Approximate % +of our total issued +share capital +immediately upon +completion of the +Global Offering +Approximate +%o ft h e +Offer Shares +Approximate % +of our total issued +share capital +immediately upon +completion of the +Global Offering +(in USD +millions) +Based on the Offer Price of HK$85.50 (the high-end of the indicative Offer Price range) +Oaktree /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 916,400 6.82% 0.89% 5.93% 0.87% +Alphahill Capital +Limited /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 916,400 6.82% 0.89% 5.93% 0.87% +HARVEST GLOBAL +INVESTMENTS +LIMITED /H1100/H1100/H1100/H1100/H1100/H1100/H11008 733,100 5.45% 0.71% 4.74% 0.70% +CDH Global /H1100/H1100/H1100/H1100/H1100/H1100/H11007 641,400 4.77% 0.62% 4.15% 0.61% +E Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 458,200 3.41% 0.44% 2.96% 0.43% +Eurus Holdings SPC /H1100/H11003 274,900 2.05% 0.27% 1.78% 0.26% +Lake Bleu /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 274,900 2.05% 0.27% 1.78% 0.26% +Dream’ee HK Fund /H1100/H1100/H11003 274,900 2.05% 0.27% 1.78% 0.26% +FMF /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 274,900 2.05% 0.27% 1.78% 0.26% +Oasis Fund /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003 274,900 2.05% 0.27% 1.78% 0.26% +Total 5,040,000 37.52% 4.90% 32.61% 4.78% +Notes: +(1) Exclusive of brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange trading fee. +(2) Subject to rounding down to the nearest whole board lot of 100 Shares. Calculated based on the exchange rate set out +in the section headed “Information about this Prospectus and the Global Offering—Exchange Rate Conversion.” +CORNERSTONE INVESTORS +– 203 – + + +--- page 213 --- +THE CORNERSTONE INVESTORS +The information about our Cornerstone Investors set forth below has been provided by the +Cornerstone Investors in connection with the Cornerstone Placing. +Oaktree +OAKTREE CAPITAL MANAGEMENT, L.P . (“ Oaktree ”) is the investment manager of Oaktree +Emerging Markets Equity Fund, L.P . and certain funds and separately managed accounts within its +Emerging Markets Equity strategy (severally and not jointly) (each, an “ Oaktree Fund ”, and collectively +the “ Oaktree Funds ”). Oaktree Emerging Markets Equity Fund, L.P . had 47 limited partners as of May +31, 2026, and other than an institutional investment portfolio, no limited partner holds 30% or more +interests in Oaktree Emerging Markets Equity Fund, L.P . as of May 31, 2026, while the other Oaktree +Funds are also managed by Oaktree in its sole discretion. Oaktree is a Delaware limited partnership and +is registered as an investment adviser with the United States Securities and Exchange Commission. +Oaktree is a global investment management firm managing a broad array of complementary strategies in +four asset classes: credit, private equity, real assets and listed equities, and maintains a contrarian, +value-oriented investment philosophy. Oaktree’s investor base includes institutional investors such as +pension plans, insurance companies, sovereign wealth funds, endowments and foundations. Brookfield +Corporation, a company publicly listed on the New Y ork Stock Exchange (ticker symbol: BN) and the +Toronto Stock Exchange (ticker symbol: BN), is the only ultimate beneficial owner that indirectly holds +an economic interest of more than 30% in Oaktree as of May 31, 2026. +Alphahill Capital Limited +Alphahill Capital Limited (“Alphahill Capital”), on a discretionary basis, acting for and on behalf of +Alphahill Future Fund, Alphahill Capital China Focus Fund, Manifold Master Fund and Y ork House +Investment I Limited in the capacity as the investment manager, is a licensed corporation incorporated in +Hong Kong. It is regulated by the SFC and holds licences for Type 4 (advising on securities) and Type 9 +(asset management) regulated activities. The principal business of Alphahill Capital is asset management. +Alphahill Capital has sole discretion over the investment decision in the investment funds. Alphahill +Future Fund is held approximately 35% by Maverick Asia Limited (“Maverick”) with no other investors +holding 30% or more interest therein. The ultimate beneficial owner of Maverick is Wang Xinting, an +Independent Third Party, who holds 50% interest of Maverick and no other person holds 30% or more +interest of Maverick. Alphahill China Capital Focus Fund is held approximately 36% by Tiantu +Investments Limited (“Tiantu”) with no other investors holding 30% or more interest therein. The ultimate +beneficial owner of Tiantu is a listed entity, Tian Tu Capital Co Ltd (1973.HK) and no other person holds +30% or more interest of Tiantu. None of the beneficial investors in Manifold Master Fund holds 30% or +more interest. Y ork House Investment I Limited is wholly owned by Mr. Leung Chi Kit. Alphahill Capital +is an Independent Third Party. +HARVEST GLOBAL INVESTMENTS LIMITED +HARVEST GLOBAL INVESTMENTS LIMITED (ʮ̡)( “ HGI”) was +established in Hong Kong in 2008 and is licensed by the SFC to conduct the regulated activities of asset +management, advising on securities, and dealing in securities. HGI has nearly two decades of experience +in discretionary asset management serving institutional and retail clients. +CORNERSTONE INVESTORS +– 204 – + + +--- page 214 --- +HGI is the wholly-owned subsidiary of Harvest Financial Group Limited (“ HFG”) since July 2024, and +HFG is the wholly-owned subsidiary of Harvest Fund Management Co., Ltd (“ HFM”). HFM is owned as to +40% by China Credit Trust Co. Ltd (பʮ̡) (which is in turn held as to 32.9% by The +People’s Insurance Company (Group) of China Limited (ʮ̡), a company +listed on the Shanghai Stock Exchange (stock code: 601319) and the Stock Exchange (stock code: 1339)), +30% by Lixin Investment Co., Ltd. (பʮ̡) and 30% by DWS Investments Singapore +Limited. HFM was established as one of the first asset management companies in China in 1999. Since then, +HFM has grown into one of the largest asset managers in China. The Harvest group (namely HFM and HGI) +had approximately USD265 billion of assets under management as of end of December 2025. +HGI’s on-the-ground team understands how policy decisions impact local markets, the complexities +of risk on-shore and off-shore and have their finger on the pulse of companies primed for quantum growth. +HGI’s investment and management teams combine top-pedigree international experience with intimate +knowledge of Chinese markets. At the investment level, as the forefront of Harvest Fund’s overseas +investments, HGI has always adhered to HFM’s progressive and steady investment philosophy, embracing +the resource sharing of the integrated investment research system and the investment management process +centered on “research-driven investment”, and built an investment management team with comprehensive +management capabilities. +HGI will subscribe for the Offer Shares as cornerstone investor in its capacity as the discretionary +investment manager for and on behalf of certain funds and mandate accounts. To the best of HGI’s +knowledge, no single ultimate beneficial owner holds 30% or more interest in the participating funds or +accounts, and each of such fund or account is an independent third party. +CDH Global +CDH Global Frontier V entures Limited (“CDH Global”) is a BVI business company established +under the laws of British Virgin Islands and CDH Vision Holdings Limited holds 100% of the management +shares of CDH Global, which in turn is managed by CDH Investments ( ཻฯҳ༟) and is ultimately held +as to 20.2% by Wu Shangzhi (қ) with no other ultimate beneficial owner holding 30% or more of +its interests. There are no shareholders holding 30% or more interest in CDH Global and CDH Vision +Holdings Limited. CDH Investments was established in 2002 with over US$16 billion of assets under +management as of December 2025 and invests across the alternative asset classes in private equity, venture +and growth, private credit, public equities and real estate assets. CDH Global is an investment vehicle +focusing on investments in company(ies) engaging in next-generation technology. +E Fund +E Fund Management Co., Ltd. (“ E Fund Management ”), is a leading comprehensive asset +management company in the PRC. E Fund Management is a QDII approved by the relevant PRC authority +and targets at companies with competitive edge over its competitors. E Fund Management is a fund +manager managing assets on behalf of its underlying clients on a discretionary basis. No single ultimate +beneficial owner holds 30% or more of the interests in any of the relevant funds under its management. +The shareholders of E Fund Management include (1) Guangdong Finance Trust Co., Ltd. (ৄ +ʮ̡), which is ultimately owned by The People’s Government of Guangdong Province (ɛ͏ +ִ݁2) GF Securities Co., Ltd. (ʮ̡)( “GF Securities ”), which is listed on the Stock +Exchange (stock code: 1776) and the Shenzhen Stock Exchange (stock code: 000776), and (3) Infore +Group Co., Ltd (ʮ̡), which is ultimately owned by He Jianfeng ( Оᄏቜ), each holding +22.65% in E Fund Management. Each of Guangdong Finance Trust Co., Ltd., GF Securities, Infore Group +Co., Ltd and He Jianfeng is an Independent Third Party. None of the remaining shareholders of E Fund +Management owns 30% or more equity interest therein. +E FUND MANAGEMENT (HONG KONG) CO., LIMITED (˙༺༟ପ၍ଣ(ಥ)ʮ̡)( “ E +Fund HK ”, together with E Fund Management, “ E Fund ”), a company incorporated in Hong Kong in +August 2008, is a wholly-owned subsidiary of E Fund Management. E Fund HK is licensed for Type 1 +(Dealing in Securities), Type 4 (Advising on Securities) and Type 9 (Asset Management) regulated +activities by the SFC. E Fund HK serves as the global investment and business platform for its parent +company, E Fund Management. As E Fund Management’s gateway company overseas E Fund HK +strategically connects China with the overseas market. E Fund HK leverages the investment and research +capabilities of E Fund Management and its competitive advantage in the overseas market to provide +comprehensive and quality service to its clients. +CORNERSTONE INVESTORS +– 205 – + + +--- page 215 --- +Eurus Holdings SPC +Eurus Holdings SPC (“Eurus”), acting for and on behalf of OAAM Diversified Opportunities IV S.P . +(“OAAM DO IV”), is entering into the cornerstone investment agreement with the Company. OAAM DO +IV is a segregated portfolio created by and held under Eurus, a segregated portfolio company registered +as a mutual fund with the Cayman Islands Monetary Authority. The management shares of Eurus are +owned 100% by Carnelian Hime Holding Limited (“Carnelian”) and the controlling shareholder of +Carnelian is ORIX Corporation (TYO: 8591, NYSE: IX). No single ultimate beneficial owner holds 30% +or more interest in OAAM DO IV . ORIX Asia Asset Management Limited (“ORIX Asia AM”), which +managed by Eurus, acts as the investment manager on a discretionary basis of OAAM DO IV . No single +ultimate beneficial owner holds 30% or more interest in ORIX Asia AM. +ORIX Asia AM is a key investment management platform for ORIX Corporation in the Asia-Pacific +Region. ORIX Group (ORIX Corporation: TYO: 8591, NYSE: IX) was established in 1964 and has grown +from its roots in leasing in Japan to become a global, diverse, and unique corporate group. Today, it is +active around the world in financing and investment, life insurance, banking, asset management, real +estate, concession, environment and energy, automobile-related services, industrial/ICT equipment, ships +and aircraft. Since expanding outside of Japan in 1971, ORIX Group has grown its business globally and +now operates in around 30 countries and regions across the world. +Lake Bleu +LBC HK Opportunity Fund Limited (“LBC HK Opportunity”, together with Lake Bleu Prime +Healthcare Master Fund Limited (“Lake Bleu Prime”) and Lake Bleu Innovation Healthcare Master Fund +Limited (“Lake Bleu Innovation”), collectively “Lake Bleu”) is a long-bias fund that primarily invests in +publicly traded equities across various sectors, including healthcare, as well as other industries in Hong +Kong market. Lake Bleu Opportunity is dedicated to assisting its portfolio companies with value-added +initiatives and has successfully supported numerous companies in achieving this goal. Recently, Lake Bleu +Opportunity acts as a cornerstone investor for companies listed on the Stock Exchange including Metis +TechBio Co., Ltd. (stock code 7666) and GenFleet Therapeutics (stock code 2595). +Each of Lake Bleu Prime, Lake Bleu Innovation and LBC HK Opportunity is managed by Lake Bleu +Capital (Hong Kong) Limited (“Lake Bleu Capital”) on a discretionary basis. There is no ultimate +beneficial owner holding 30% or more interest in each of Lake Bleu Prime, Lake Bleu Innovation and LBC +HK Opportunity. Bin LI ( ҽ), an Independent Third Party, is the ultimate beneficial owner of Lake Bleu +Capital and there is no ultimate beneficial owner holding 30% or more interest therein. Lake Bleu Capital +is also licensed by the SFC to carry out Type 9 regulated activities. +Dream’ee HK Fund +Dream’ee JuneBeast Fund is a sub-fund (the “ Sub-fund ”) of Dream’ee (Hong Kong) Open-ended +Fund Company (“ Dream’ee HK Fund ”). Dream’ee HK Fund acting on behalf of and for the account of +the Sub-fund is a private open-ended fund company incorporated in Hong Kong in August 2025 as an +umbrella fund governed by the SFO, primarily engaged in cornerstone investment. The investment +manager of Dream’ee HK Fund is Dream’ee (Hong Kong) Capital Limited (֝(ಥ)ʮ̡), a +limited company incorporated in Hong Kong in February 2024, which is wholly owned by Mr. Lan Kun +(ᚆտ) and licensed by the SFC to conduct Type 9 (Asset Management) regulated activities in Hong Kong. +As of the Latest Practicable Date, except Mr. Lan Kun, none of the investors holds 30% or more of the +interest in the Sub-fund under Dream’ee HK Fund that will participate in the Global Offering. Mr. Lan Kun +is an Independent Third Party. +CORNERSTONE INVESTORS +– 206 – + + +--- page 216 --- +FMF +Factorial Master Fund (“ FMF”) is managed by Factorial Management Limited (“ FML”) in its capacity +as the investment manager on a discretionary basis. FML is domiciled in Hong Kong and is licensed by the +SFC for the regulated activity of asset management (Type 9 license). FML is wholly owned by its founder +and chief investment officer, Mr. Barun Agarwal, an Independent Third Party. Save for Mr. Barun Agarwal, +no other ultimate beneficial owner of each of FMF and FML holds 10% or more of beneficial interest. +Oasis Fund +Oasis Investments II Master Fund Limited (“ Oasis Fund ”) is an exempted company established in +the Cayman Islands and a fund managed by Oasis Management Company Limited (“ Oasis ”) on a +discretionary basis with offices in Cayman, Hong Kong, Tokyo, and Austin. As of the Latest Practicable +Date, Oasis was controlled by Mr. Seth Fischer, the founder and chief investment officer of Oasis and an +Independent Third Party. Oasis manages capital for a largely institutional investor base made up of +international institutions, banks, insurance companies, pension funds, endowments, foundations, funds of +funds, family offices and high-net-worth individuals. Oasis Fund invests globally across capital structures +with a focus on Asia. As of the Latest Practicable Date, no single investor held 30% or more beneficial +interests in Oasis Fund or Oasis. +CLOSING CONDITIONS +The obligation of each Cornerstone Investor to subscribe for the Offer Shares under the respective +Cornerstone Investment Agreement is subject to, among other things and as applicable, the following +closing conditions: +(i) the Hong Kong Underwriting Agreement and the International Underwriting Agreement being +entered into and having become effective and unconditional (in accordance with their respective +original terms or as subsequently waived or varied by agreement of the parties thereto) by no later +than the time and date as specified in the Hong Kong Underwriting Agreement and the +International Underwriting Agreement, and neither the Hong Kong Underwriting Agreement nor +the International Underwriting Agreement having been terminated; +(ii) the Offer Price having been agreed pursuant to underwriting agreements and price +determination agreement to be signed among the Company and the Sponsor-Overall +Coordinator (for itself and on behalf of the underwriter of the Global Offering); +(iii) the Listing Committee of the Stock Exchange having granted the approval for the listing of, and +permission to deal in, the H 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 shall have been enacted or promulgated by any governmental authorities which prohibits +the consummation of the transactions contemplated in the Global Offering or the Cornerstone +Investment Agreement, and there being no orders or injunctions from a court of competent +jurisdiction in effect precluding or prohibiting consummation of such transactions; and +(v) the respective agreements, representations, warranties, undertakings, confirmations and +acknowledgements of Cornerstone Investors under the Cornerstone Investment Agreements are +(as of the date of the Cornerstone Investment Agreements) and will be (as of the Closing (as +defined in the Cornerstone Investment Agreements)) accurate, true and complete in all respects +and not misleading or deceptive and that there is no material breach of the Cornerstone +Investment Agreement on the part of Cornerstone Investors. +CORNERSTONE INVESTORS +– 207 – + + +--- page 217 --- +RESTRICTIONS ON THE CORNERSTONE INVESTOR +Each of the Cornerstone Investors has agreed that without the prior written consent of our Company, +the Sole Sponsor and the Sponsor-Overall Coordinator, 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 the Cornerstone Investment Agreement, +save for certain limited circumstances, such as transfers to any of its wholly-owned subsidiaries who will +be bound by the same obligations of Cornerstone Investors, including the Lock-up Period restriction. +CORNERSTONE INVESTORS +– 208 – + + +--- page 218 --- +To the best of our Directors’ knowledge and information, the following persons will, immediately +following the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares, +have interests or short positions in our Shares or underlying Shares which would be required to be +disclosed to our Company and the Stock Exchange pursuant to Divisions 2 and 3 of Part XV of the SFO +or will, directly or indirectly, be interested in 10% or more of the nominal value of any class of share +capital carrying rights to vote in all circumstances at any general meeting of our Company: +As of the Latest Practicable Date +Immediately following the completion of the +Global Offering and the Conversion of +Unlisted Shares into H Shares +(assuming the Over-allotment Option is +not exercised) +Shareholder Nature of interest Class of Shares +Number of +Shares (1) +Percentage of +shareholding in +the total issued +share capital of +our Company +Class of +Shares +Number of +Shares (1) +Approximate +percentage of +shareholding in +the total issued +share capital of +our Company +Mr. Zhang /H1100/H1100/H1100/H1100/H1100Beneficial owner Unlisted Shares 3,712,072 4.13% H Shares 3,712,072 3.59% +Interest in controlled +corporation (2) +Unlisted Shares 21,098,226 23.45% H Shares 21,098,226 20.40% +Interest in controlled +corporation (3) +Unlisted Shares 4,578,577 5.09% H Shares 4,578,577 4.43% +Laifu Investment /H1100Beneficial owner Unlisted Shares 21,098,226 23.45% H Shares 21,098,226 20.40% +Jieyang +Information /H1100/H1100/H1100 +Beneficial owner Unlisted Shares 4,578,577 5.09% H Shares 4,578,577 4.43% +Beta Achieve (4) /H1100/H1100Beneficial owner Unlisted Shares 10,209,771 11.35% H Shares 10,209,771 9.87% +Northern Light +V enture Fund +V , L.P . +(4) /H1100/H1100/H1100/H1100 +Interest in controlled +corporation +Unlisted Shares 10,209,771 11.35% H Shares 10,209,771 9.87% +Northern Light +Strategic Fund +V , L.P . +(4) /H1100/H1100/H1100/H1100 +Interest in controlled +corporation +Unlisted Shares 10,209,771 11.35% H Shares 10,209,771 9.87% +Northern Light +Partners Fund +V , L.P . +(4) /H1100/H1100/H1100/H1100 +Interest in controlled +corporation +Unlisted Shares 10,209,771 11.35% H Shares 10,209,771 9.87% +Northern Light +Partners +V , L.P . +(4) /H1100/H1100/H1100/H1100 +Interest in controlled +corporation +Unlisted Shares 10,209,771 11.35% H Shares 10,209,771 9.87% +Northern Light +V enture +Capital +(4) /H1100/H1100/H1100/H1100 +Interest in controlled +corporation +Unlisted Shares 10,209,771 11.35% H Shares 10,209,771 9.87% +Mr. Deng Feng (4) /H1100Interest in controlled +corporation +Unlisted Shares 10,209,771 11.35% H Shares 10,209,771 9.87% +CDBC Fund (5) /H1100/H1100/H1100Beneficial owner Unlisted Shares 8,995,689 10.00% H Shares 8,995,689 8.70% +CDBC +Investment (5) /H1100/H1100 +Interest in controlled +corporation +Unlisted Shares 8,995,689 10.00% H Shares 8,995,689 8.70% +CDB Capital (5) /H1100/H1100Interest in controlled +corporation +Unlisted Shares 8,995,689 10.00% H Shares 8,995,689 8.70% +National MTU +Fund (5) /H1100/H1100/H1100/H1100/H1100 +Interest in controlled +corporation +Unlisted Shares 8,995,689 10.00% H Shares 8,995,689 8.70% +SUBSTANTIAL SHAREHOLDERS +– 209 – + + +--- page 219 --- +As of the Latest Practicable Date +Immediately following the completion of the +Global Offering and the Conversion of +Unlisted Shares into H Shares +(assuming the Over-allotment Option is +not exercised) +Shareholder Nature of interest Class of Shares +Number of +Shares (1) +Percentage of +shareholding in +the total issued +share capital of +our Company +Class of +Shares +Number of +Shares (1) +Approximate +percentage of +shareholding in +the total issued +share capital of +our Company +Guozhong SME +Fund (6) /H1100/H1100/H1100/H1100/H1100 +Beneficial owner Unlisted Shares 6,715,833 7.47% H Shares 6,715,833 6.50% +Guozhong +Capital (6) /H1100/H1100/H1100/H1100 +Interest in controlled +corporation +Unlisted Shares 6,715,833 7.47% H Shares 6,715,833 6.50% +Mr. Shi Anping (6) /H1100Interest in controlled +corporation +Unlisted Shares 6,715,833 7.47% H Shares 6,715,833 6.50% +Rushan Huian (7) /H1100/H1100Beneficial owner Unlisted Shares 6,259,616 6.96% H Shares 6,259,616 6.05% +Zhejiang Rushan +Huijin Private +Equity Fund +Management Co., +Ltd. ( एϪνʆි +၍ଣ +ʮ̡) +(7) /H1100/H1100/H1100 +Interest in controlled +corporation +Unlisted Shares 6,259,616 6.96% H Shares 6,259,616 6.05% +Zijin Mining Group +Company +Limited (ᘤ +ࠢ +ʮ̡) +(7) /H1100/H1100/H1100/H1100/H1100 +Interest in controlled +corporation +Unlisted Shares 6,259,616 6.96% H Shares 6,259,616 6.05% +Dun’ an +Industrial (7) /H1100/H1100/H1100 +Interest in controlled +corporation +Unlisted Shares 6,259,616 6.96% H Shares 6,259,616 6.05% +Dunan Holding +Group Co., Ltd. +(ණྠϞ +ʮ̡) +(7) /H1100/H1100/H1100/H1100 +Interest in controlled +corporation +Unlisted Shares 6,259,616 6.96% H Shares 6,259,616 6.05% +Redview (8) /H1100/H1100/H1100/H1100/H1100Beneficial owner Unlisted Shares 5,453,345 6.06% H Shares 5,453,345 5.27% +Redview Capital II +L.P .(8) /H1100/H1100/H1100/H1100/H1100/H1100 +Interest in controlled +corporation +Unlisted Shares 5,453,345 6.06% H Shares 5,453,345 5.27% +Notes: +(1) All interests stated are long positions. +(2) Laifu Investment directly held 21,098,226 Shares in our Company, whose general partner is controlled by Mr. Zhang. +Therefore, Mr. Zhang is deemed to be interested in the 21,098,226 Shares held by Laifu Investment for purpose of Part XV +of the SFO. +(3) Jieyang Information, our employee share ownership platform, directly held 4,578,577 Shares in our Company, whose general +partner is Mr. Zhang. Therefore, Mr. Zhang is deemed to be interested in the 4,578,577 Shares held by Jieyang Information +for purpose of Part XV of the SFO. +(4) As of the Latest Practicable Date, Beta Achieve is owned by Northern Light V enture Fund V , L.P ., Northern Light Strategic +Fund V , L.P . and Northern Light Partners Fund V , L.P . The three limited partnerships are exempted limited partnerships +established in the Cayman Islands and are managed by Northern Light Partners V , L.P . which is managed by Northern Light +V enture Capital V , Ltd. (“Northern Light V enture Capital”) as its general partner. Norther Light V enture Capital is a company +SUBSTANTIAL SHAREHOLDERS +– 210 – + + +--- page 220 --- +controlled by Mr. Deng Feng. Therefore, each of Northern Light V enture Fund V , L.P ., Northern Light Strategic Fund V , L.P ., +Northern Light Partners Fund V , L.P ., Norther Light Partners V , L.P ., Northern Light V enture Capital and Mr. Deng Feng is +deemed to be interested in the Shares held by Beta Achieve under the SFO. +(5) As of the Latest Practicable Date, the general partner of CDBC Fund is CDBC Investment Fund Management Co., Ltd. ( +பʮ̡) (“CDBC Investment”), which is wholly owned by China Development Bank Capital Co., Ltd +(பʮ̡) (“CDB Capital”). The only limited partner of CDBC Fund is National Manufacturing +Transformation and Upgrade Fund Co., Ltd. (ʮ̡) (“National MTU Fund”), holding +99.80% partnership interests in CDBC Fund. Therefore, each of CDBC Investment, CDB Capital and National MTU Fund is +deemed to be interested in the Shares held by CDBC Fund under the SFO. +(6) As of the Latest Practicable Date, the general partner of Guozhong SME Fund is Shenzhen Guozhong V enture Capital +Management Co., Ltd. (ʮ̡) (“Guozhong Capital”), a company which is ultimately controlled by +Mr. Shi Anping (τ̻). None of the limited partners holds 30% or more partnership interest in Guozhong SME Fund. +Therefore, each of Guozhong Capital and Mr. Shi Anping is deemed to be interested in the Shares held by Guozhong SME +Fund. +(7) As of the Latest Practicable Date, the general partner of Rushan Huian is Zhejiang Rushan Huijin Private Equity Fund +Management Co., Ltd. (ʮ̡), which is ultimately owned and controlled by Zijin Mining +Group Company Limited (ʮ̡) (stock code: 601899.SZ and 02899.hk). The largest limited partner is +Zhejiang Dun’an Industrial Co., Ltd. (ʮ̡) (“Dun’an Industrial”), holding 43.33% partnership interest in +Rushan Huian. Dun’an Industrial is wholly owned and controlled by Dunan Holding Group Co., Ltd. (ʮ +̡). None of the other 13 limited partners holds 30% or more partnership interest in Rushan Huian. Therefore, each of +Zhejiang Rushan Huijin Private Equity Fund Management Co., Ltd. (ʮ̡), Zijin Mining +Group Company Limited (ʮ̡), Dun’an Industrial and Dunan Holding Group Co., Ltd. (ණ +ʮ̡) is deemed to be interested in the Shares held by Rushan Huian. +(8) As of the Latest Practicable Date, Redview is ultimately controlled by Redview Capital II L.P ., which is a private fund +registered in the Cayman Islands. Therefore, Redview Capital II L.P . is deemed to be interested in the Shares held by Redview. +Save as disclosed above and in “Statutory and General Information” in Appendix VI to this +prospectus, our Directors are not aware of any person who will, immediately following the completion of +the Global Offering and the Conversion of Unlisted Shares into H Shares (and the offering of any +additional H Shares pursuant to the Over-allotment Option), have an interest or short position in the Shares +or underlying shares of the Company which would be required to be disclosed to the Company and the +Stock Exchange under Divisions 2 and 3 of Part XV of the SFO or will, directly or indirectly, be interested +in 10% or more of the nominal value of any class of share capital carrying rights to vote in all +circumstances at general meetings of the Company or any other members of our Group. +SUBSTANTIAL SHAREHOLDERS +–2 1 1– + + +--- page 221 --- +You should read the following discussion and analysis in conjunction with our consolidated +financial statements, including the notes thereto included in the Accountants’ Report set out in +Appendix I to this prospectus. You should read the entire Accountants’ Report in Appendix I to this +prospectus and not rely merely on the information contained in this section. The Accountants’ Report +has been prepared in accordance with the IFRS Accounting Standards, which may differ in material +aspects from generally accepted accounting principles in other jurisdictions. +Our historical results do not necessarily indicate results expected for any future periods. The +following discussion and analysis contain forward-looking statements that reflect our current views +with respect to future events and financial performance that involve risks and uncertainties. These +statements are based on 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. In evaluating our business, you should carefully consider the information provided in +the sections headed “Forward-looking Statements” and “Risk Factors” in this prospectus. +OVERVIEW +We are a provider of core components for robotic precision transmission in China. Enabling robots +to achieve accurate movement and interaction, precision transmission solutions are experiencing growing +market demand, driven by accelerated market adoption of robotics. We offer a product portfolio spanning +from harmonic reducers, joint modules and robotic arms to automated workstations. Our products enable +applications primarily of humanoid robots and industrial robots. Our strength stems from our expertise in +harmonic reducers, a type of technical component in precision transmission solutions, and is underpinned +by our in-house R&D capabilities. We ranked No. 2 among all the robotic harmonic reducer providers in +China, in terms of shipment volume in 2025, with a market share of 21.4%, and ranked No. 2 in terms of +revenue, with a market share of 12.9%, according to the CIC Report. As of December 31, 2025, we were +one of the two domestic manufacturers that had achieved deliveries and mass production of harmonic +reducers applied in the humanoid robot industry, according to the same source. +We have established technology advantages through years of operation. Specifically, our harmonic +reducers achieved positioning precision of ±15 arcseconds with service life exceeding 10,000 hours in +2025. We have built core competencies in product design, electric actuation and drive, and production +technologies, enabling us to serve various precision transmission applications in welding, handling, +spraying, assembly and sorting. Our products have achieved recognition within the industry for +performance and are now being primarily delivered to domestic customers, and to a much lesser extent, +international markets, including Europe, the United States, Japan and Korea. We are evolving from a +provider in harmonic reducers to a comprehensive provider of precision transmission solutions, extending +the application of our technology to a broader market. +We generate revenue primarily from the provision of harmonic reducers and other precision +components, joint modules, robotic arms, and automated workstations. Our revenue amounted to +RMB94.5 million, RMB107.7 million and RMB260.9 million in 2023, 2024 and 2025, respectively. We +recorded gross profit of RMB27.9 million, RMB25.9 million and RMB66.9 million in 2023, 2024 and +2025, respectively, and loss for the year of RMB168.8 million, RMB168.8 million and RMB170.6 million +in the same respective periods. +KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS +Our business, results of operations and financial condition are affected by a number of general +factors influencing the robotic precision transmission core component industry. These factors include +FINANCIAL INFORMATION +– 212 – + + +--- page 222 --- +macroeconomic trends, industry development, downstream demands, competitive landscape and +government policies. Benefiting from the explosive growth of the downstream robotics industry, China’s +robotic precision reducer continues to expand. The market size of China’s robotic precision reducer is +projected to grow from approximately RMB3.5 billion in 2025 to around RMB23.1 billion in 2030, +achieving a CAGR of approximately 45.9%. Among these, harmonic reducers have become the main +choice for the evolution of robot design toward lightweight, compact and higher-precision applications. +According to the CIC Report, China’s harmonic reducer market size is expected to grow rapidly, from +RMB1.3 billion in 2025 to RMB13.4 billion in 2030, with a CAGR of approximately 59.8%. According +to the same source, the harmonic reducer industry is projected to experience strong expansion driven by +structural upgrades in manufacturing and the increasing pace of domestic substitution. This favorable +industry backdrop has supported the continual growth of our revenue during the Track Record Period. See +“—Period to Period Comparison of Results of Operations.” Leading market participants in the harmonic +reducer industry are improving cost efficiency through technological and process innovations, including +vertically integrated raw material processing, minimizing repeated forging and machining steps and +enhancing automated production flows. In addition, in anticipation of accelerated market growth, to +capture incremental demand arising from the fast-growing robotics industry and to further expand our +market share, we proactively deployed production capacity by hiring more production personnel in +advance of near-term demand and implemented strategic pricing adjustments for certain harmonic reducer +products during the Track Record Period. We adopted such pricing strategies to facilitate customer +acquisition, accelerate order volume growth and enhance our competitive positioning as the market +entered a phase of rapid expansion. As a result, the gross profit margin of our harmonic reducers and other +precision components declined from 29.9% in 2023 to 24.6% in 2025. See “—Period to Period +Comparison of Results of Operations.” Going forward, our profitability will continue to be influenced by +industry development and competition, our ability to advance technological and process innovation and +our capacity to realize economies of scale as the harmonic reducer industry expands. +In addition to these general factors, our results of operations are affected by the following +company-specific factors: +Our Ability to Expand and Enhance Our Product Portfolio +Our ability to offer a comprehensive portfolio of robotic precision transmission and automated +workstations is one of the primary factors affecting out financial conditions and results of operation. Since +our inception, we have focused on the development and production of harmonic reducers. Leveraging our +proprietary know-how and manufacturing capabilities, we have built a comprehensive portfolio a broad +range of harmonic reducers covering different sizes ranging from 13 mm to 246 mm, achieving hundreds +of SKUs, commissioning and after-sales service for humanoid and industrial robot scenarios. As our +business expanded, we broadened our product portfolio beyond harmonic reducers, in which we integrated +harmonic reducers with torque motors and drivers to form joint modules and began providing assembly +services for robotic arms. We commenced revenue generation from our joint modules and robotic arms in +2022. In addition, we provide automated workstations that support processing technologies and software +systems, enabling our customers to build comprehensive automated workstations. Our automated +workstations commenced revenue generation in 2025. Driven by our continued expansion of product +portfolio, our revenue increased by 13.9% from RMB94.5 million in 2023 to RMB107.7 million in 2024, +and increased significantly from RMB107.7 million in 2024 to RMB260.9 million in 2025. +We aim to further enrich our product portfolio and maintain a strong focus on high-margin product +categories. By continuously refining our product mix and leveraging technological innovation, we are +committed to sustaining robust financial performance and driving long-term growth. However, complex +manufacturing processes, lengthy R&D progresses and trial-and-error cycles may delay the launch of +high-margin products, which could adversely affect our financial performance. In addition, fluctuations in +product demand, changes in market dynamics and increasing competitive pressures may also impact our +financial performance. +FINANCIAL INFORMATION +– 213 – + + +--- page 223 --- +Our Ability to Reinforce Our Customer Relationship and Develop Our Customer Base +Our products are made to order and cater to the different needs of our customers. Therefore, our +results of operations have been and are expected to continue to be affected by our ability to solidify and +deepen our relationship with our customers. Our relationship with customers depends on a wide array of +factors, including the attractiveness of our products based on their benefits and costs to customers, the +availability and relative advantages of alternative products from our competitors, and the specific demand +of our customers, over which we have limited control. We must continually reinforce our customer +relationship in view of such factors, so that we can ensure their procurement from us, maintain our market +share and competitive advantages and price our products effectively. To this end, we developed strong +non-standard product technology capabilities, enabling precise alignment between product technology and +customer needs. +Moreover, our results of operations and sustainable growth are also influenced by the breadth and +depth of our customer base. Our customers currently consist of direct sales customers in the fields of +humanoid robots, industrial robots and other automation equipment and distributors. For instance, in 2023, +2024 and 2025, our revenue generated from our top five customers in each year during the Track Record +Period accounted for 29.3%, 37.7% and 42.3% of our total revenue for such period, respectively. +Therefore, our ability to maintain favorable and stable relationship with such customers is important to our +financial performance. We expect to further expand our customer base along with the proliferation of each +business line, which could diversify our revenue streams and improve our resilience. +Our Technological Advantages and R&D Capabilities +We believe that research and development is pivotal to our long-term development. We have +accumulated advanced product design and precision development capabilities and developed a series of +key manufacturing technologies that enable us to produce products for diverse industry verticals with high +precision and reliable quality. For example, we have strong non-standard product technology capabilities, +enabling precise alignment between product technology and customer needs. Our technology capabilities +precisely meet the core requirements of affordability, lightweight, high precision and long service life for +humanoid robots. Our proprietary tooth profile design optimizes contact stress to enhance efficiency while +reducing noise, wear, and stress concentration for greater accuracy, load capacity, and durability. By +leveraging our proprietary tooth profile design capability, we are able to design gear geometries that are +compatible with advanced machining processes such as gear skiving, a machining process which can slash +core component processing time from two to three hours to under 15 minutes, an eightfold efficiency gain, +enabling scalable production that drives progressive unit cost reductions as volume grows. Meanwhile, our +harmonic reducers achieve a positioning accuracy of ±15 arcseconds and a service life exceeding 10,000 +hours, which is comparable to internationally leading competitors in terms of rigidity, efficiency and +backlash, fully meeting the core requirements of high precision and high reliability for embodied and +industrial robots. These efforts have contributed to the success of our products and our competitive +advantages, and, in turn, our historical performance. +We have steadily invested and will commit to investing in our research and development efforts to +upgrade our products and advance our technological competitive edge. In 2023, 2024 and 2025, our +research and development expenses amounted to RMB31.7 million, RMB33.3 million and RMB49.2 +million, respectively, accounting for 33.5%, 30.9% and 18.9% of our total revenue for the same respective +period. Going forward, we expect to continue to invest substantial resources in our research and +development efforts, including harnessing our research and development team with relevant knowledge, +expertise and acumen, and engaging in R&D activities for product development, upgrades and extension +and technology enhancements. As a result, our research and development expenses may fluctuate along +with, among others, development progress of our new products and the recruitment, retention and +incentivization of our R&D personnel. To the extent that we increase our investments in R&D personnel +FINANCIAL INFORMATION +– 214 – + + +--- page 224 --- +and activities, our research and development expenses may increase in absolute amount and/or as a +percentage of our total revenue and operating expenses. In addition, our R&D activities come with +uncertainties in the process and outcome, and we may not predict the results of and return on such +investment, which may in turn affect our results of operations. +Our Production Capacity and Utilization Rate +Our results of operations depend on our ability to fulfill customer orders, which partly depends on +our production capacity and utilization rate. We plan production capacity with prudence and foresight. We +have been expanding our production capacity during the Track Record Period. Our new production facility +commenced its operation in August 2025, with approximately 47,000 square meter site area, positioning +us to meet surging demand for humanoid robots. In 2023, 2024 and 2025, our designed production capacity +for the production of harmonic reducers in our leased production facility in Shaoxing was 161.3 thousand +units, 167.0 thousand units and 145.9 thousand units, respectively, and our designed production capacity +for the production of harmonic reducers in our Shaoxing production facility was 176.4 thousand units in +2025. Our mass production consistency continues to improve, reaching the performance level of leading +industry products. Furthermore, a higher capacity utilization rate results in lower marginal cost of each +unit of products produced. We will constantly monitor our capacity utilization rate to ensure the effective +use of our production capacity. +Our Ability to Manage Costs and Expenses and Maintain Operational Efficiency +We maintain in-house production for key production processes including primarily heat treatment, +precision machining, and gear machining, supporting consistent quality and stable delivery schedules. Our +ability to achieve profitability and sustainable growth depends in part on our management of cost of sales. +In 2023, 2024 and 2025, our cost of sales was RMB66.7 million, RMB81.8 million and RMB194.0 million, +respectively, accounting for 70.5%, 75.9% and 74.4% of our revenue for the same periods, respectively. +Our cost of sales primarily consists of cost of materials, manufacturing overhead costs, labor costs and +outsourced costs. Changes in any major component of our cost of sales and our overall cost structure could +have an impact on our gross profit and gross profit margin. To mitigate such impact, we seek to upgrade +our manufacturing technologies to improve our production efficiency and material utilization rate, thereby +lowering cost of materials, manufacturing overhead costs and labor costs. In particular, our cost of +materials accounted for 33.7%, 33.1% and 57.1% of our total cost of sales for 2023, 2024 and 2025, +respectively. Given the nature of our products, we primarily follow a made-to-order procurement model, +in which materials are purchased based on confirmed customer orders. As a result, our cost of materials +depends in part on the particular needs of customers for the products ordered, and our ability to maintain +a robust, resilient and efficient supply chain and harness our relationship with suppliers, and is also +affected changes in the supply chain, such as the price fluctuations and availability of the raw materials. +In addition, to the extent that there are any material fluctuations of our labor costs and manufacturing +overhead costs, such as due to changes in the supply and demand of the labor market, the improvements +of manufacturing techniques and upgrades of production lines and purchase and implementation of new +manufacturing equipment, our cost of sales may also be affected. +Our profit margin is also affected by our operating expenses, which primarily comprised selling and +marketing expenses, administrative expenses and research and development expenses during the Track +Record Period. We formulate, implement and constantly monitor the execution of financial budgets that +enable us to accomplish effective control of our operating expenses in parallel with the growth of our +business scale. As we continue to expand our business, we expect to continually maintain our operating +expenses at reasonable levels corresponding to our growth, and, in the long term, realize greater +economies of scale that further optimizes our cost structure and improves our profitability. +Supply Chain Management +Effective management of supply chain contribute to our success. Our suppliers primarily consist of +(1) providers of raw materials, such as steel, alloys, components and bearings used in the production of +FINANCIAL INFORMATION +– 215 – + + +--- page 225 --- +our products; and (2) suppliers offering forging and turning services for parts and components. We +typically enter into framework agreements with our suppliers and have established long-term and stable +partnerships with them. Such arrangements enable us to better coordinate production planning, manage +procurement schedules and maintain a relatively stable supply of raw materials and components. Our +established supplier relationships allow us to respond more efficiently to changes in customer demand and +production requirements. Nevertheless, the prices of the raw materials and components are generally +subject to volatility caused by external factors beyond our control, such as market supply and demand. As +a result, any material increase in market prices of our major raw materials and components, or disruptions +in the supply chain, may adversely affect our profitability. +Seasonality +Our business operations are subject to seasonality. Our sales performance tends to be stronger in the +fourth quarter of each year, primarily because our customers typically conduct equipment and process +testing during the second quarter and complete the majority of their annual capital expenditure in the third +and fourth quarters, leading to our stronger sales in the second half of the year, especially the fourth +quarter. Our sales performance and production activities tend to be relatively weak in the first quarter of +each year, primarily due to the Chinese New Y ear holidays, while gradually recover during the second +quarter. This seasonality pattern may cause our results of operations to fluctuate from period to period. +BASIS OF PREPARATION +The historical financial information have been prepared in accordance with all applicable IFRS +Accounting Standards as issued by the International Accounting Standards Board (“IASB”). Further +details of the material accounting policy information adopted are set out in Note 2 to the Accountants’ +Report in Appendix I to this prospectus. +The IASB has issued a number of new and revised IFRS Accounting Standards. For the purpose of +preparing this historical financial information, we have adopted all applicable new and revised IFRS +Accounting Standards to the Track Record Period, except for any new standards or interpretations that are +not yet effective for the Track Record Period. The revised and new accounting standards and +interpretations issued but not yet effective for the Track Record Period are set out in Note 27 to the +Accountants’ Report in Appendix I to this prospectus. +MATERIAL ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS +We have identified certain accounting policies that are material to the preparation of our consolidated +financial statements. Some of our accounting policies require us to apply estimates and assumptions as +well as complex judgments related to accounting items. The estimates and assumptions we use and the +judgments we make in applying our accounting policies have a significant impact on our financial position +and operational results. Results may differ from these estimates under different assumptions and +conditions. +Our management continually evaluates such estimates, assumptions and judgments based on +historical experience and various other factors that are believed to be reasonable under the circumstances. +We set forth below accounting policies that we believe involve the most significant estimates, +assumptions and judgments used in the preparation of our financial statements. Our material accounting +policies, as well as our key source of estimation uncertainties, which are important for understanding our +financial condition and results of operations, are set forth in Notes 2 and 3 to the Accountants’ Report in +Appendix I to this prospectus. +Revenue from contracts with customers +Revenue from sales of products +We principally generate revenue from sales of harmonic reducers and other precision components, +joint modules, robotic arms and automated workstations products. We are the principal for our revenue +FINANCIAL INFORMATION +– 216 – + + +--- page 226 --- +transactions and recognized revenue on a gross basis. In determining whether we act as a principal or as +an agent, we consider whether we obtain control of the products before they are transferred to the +customers. Control refers to our Group’s ability to direct the use of and obtain substantially all of the +remaining benefits from the products. +Revenue is recognized when the customer takes possession of and accepts the products. We take +advantage of the practical expedient in paragraph 63 of IFRS 15 and does not adjust the consideration for +any effects of a significant financing component as the period of financing is 12 months or less. +Revenue from rendering of services +Revenue from rendering of services is recognized at a point in time when the service is provided and +accepted by the customer. +Property, Plant and Equipment +Our property, plant and equipment are stated at cost, which includes capitalized borrowing costs, less +accumulated depreciation and any accumulated impairment losses. +Construction in progress represents buildings and various machinery, plant and equipment under +construction and pending installation, and is stated at cost less impairment losses. Cost comprises direct +costs of construction as well as interest charges during the periods of construction. +If significant parts of an item of property, plant and equipment have different useful lives, then they +are accounted for as separate items (major components). +Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or +loss. Depreciation is calculated to write off the cost or valuation of items of property, plant and equipment +less their estimated residual values, if any, using the straight-line method over their estimated useful lives, +and is generally recognized in profit or loss. +Property 20 years +Equipment and machinery 10 years +V ehicles 4 years +Computer and office equipment 3 years +Leasehold improvements Shorter of useful lives or lease terms +Depreciation methods, useful lives and residual values are reviewed at each reporting date and +adjusted if appropriate. +Inventories +Inventories are assets which are held for sale in the ordinary course of business, in the process of +production for such sale or in the form of materials or supplies to be consumed in the production process +or in the rendering of services. +Inventories are carried at the lower of cost and net realizable value. Cost is calculated using the +weighted average cost and comprises all costs of purchase, costs of conversion and other costs incurred +in bringing the inventories to their present location and condition. +Net realizable value is the estimated selling price in the ordinary course of business less the +estimated costs of completion and the estimated costs necessary to make the sale. +FINANCIAL INFORMATION +– 217 – + + +--- page 227 --- +Credit Losses and Impairment of Assets +Credit losses from financial instruments +We recognize a loss allowance for expected credit losses (“ECL”s) on financial assets measured at +amortized cost (including cash and cash equivalents, trade receivables, other receivables). +Measurement of ECLs +ECLs are a probability-weighted estimate of credit losses. Generally, credit losses are measured as +the present value of all expected cash shortfalls between the contractual and expected amounts. The +expected cash shortfalls are discounted using the following rates if the effect is material: +– fixed-rate financial assets, trade receivables and other receivables: effective interest rate +determined at initial recognition or an approximation thereof; +– variable-rate financial assets: current effective interest rate. +The maximum period considered when estimating ECLs is the maximum contractual period over +which our Group is exposed to credit risk. ECLs are measured on either of the following bases: +– 12-month ECLs: these are the portion of ECLs that result from default events that are possible +within the 12 months after the reporting date (or a shorter period if the expected life of the +instrument is less than 12 months); and +– lifetime ECLs: these are the ECLs that result from all possible default events over the expected +lives of the items to which the ECL model applies. +We measure loss allowances at an amount equal to lifetime ECLs, except for the following, which +are measured at 12-month ECLs: +– financial instruments that are determined to have low credit risk at the reporting date; and +– other financial instruments for which credit risk (i.e. the risk of default occurring over the +expected life of the financial instrument) has not increased significantly since initial +recognition. +Loss allowances for trade receivables always measured at an amount equal to lifetime ECLs. +See Note 2(i)(i) of the Accountants’ Report in Appendix I to this prospectus. +Redemption Liabilities +A contract that contains an obligation to purchase our Company’s equity instruments for cash or +another financial asset gives rise to a financial liability for the redemption amount, even if our Company’s +obligations to purchase is conditional on the counterparty exercising a right to redeem. The redemption +liability is measured at the highest redemption amount, on a present value basis, our Company could be +required to pay from time to time. Any change in the carrying amount of the redemption liability arising +from the remeasurement of the redemption amount is recognized in profit or loss. The then carrying +amount of the redemption liability is reclassified to equity upon a termination of the counterparty’s +redemption right. The redemption liability is classified as current as our Company does not have an +unconditional right to defer payments beyond 12 months from the reporting date. +FINANCIAL INFORMATION +– 218 – + + +--- page 228 --- +Accounting Judgments and Estimates +Provision for expected credit losses on trade receivables +Our Group calculated the expected credit losses for trade receivables taking account into the default +event, historical loss rate and adjusted for forward-looking macroeconomic data in calculating the +expected credit loss rate. The assessment of the correlation among historical loss rates and forecast +economic conditions is a significant estimate. The amount of ECLs is sensitive to changes in +circumstances and forecast economic conditions. Our Group’s historical credit loss experience and +forecast of economic conditions may also not be representative of a customer’s actual default in the future. +RESULTS OF OPERATIONS +The following table sets forth a summary of our consolidated statements of profit or loss items for +the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Revenue Amount +%o f +Revenue Amount +%o f +Revenue +(RMB in thousands, except for percentages) +Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110094,545 100.0 107,714 100.0 260,867 100.0 +Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(66,688) (70.5) (81,787) (75.9) (194,004) (74.4) +Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,857 29.5 25,927 24.1 66,863 25.6 +Other net income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,383 7.8 8,573 8.0 6,186 2.4 +Selling and marketing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,285) (6.6) (6,437) (6.0) (9,205) (3.5) +Administrative expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(18,214) (19.3) (16,050) (14.9) (29,933) (11.5) +Research and development expenses /H1100/H1100/H1100(31,694) (33.5) (33,267) (30.9) (49,231) (18.9) +Impairment loss on trade and other +receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,927) (2.0) (1,685) (1.6) (8,189) (3.1) +Loss from operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(22,880) (24.2) (22,939) (21.3) (23,509) (9.0) +Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(855) (0.9) (787) (0.7) (2,050) (0.8) +Change in the carrying amount of +redemption liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(145,050) (153.4) (145,050) (134.7) (145,050) (55.6) +Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168,785) (178.5) (168,776) (156.7) (170,609) (65.4) +Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– –– – – +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168,785) (178.5) (168,776) (156.7) (170,609) (65.4) +Non-IFRS Measures +To supplement our consolidated financial statements which are presented in accordance with the IFRS +Accounting Standards, we also use adjusted net loss (non-IFRS measure) and EBITDA (non-IFRS +measure)/adjusted EBITDA (non-IFRS measure) as additional financial measures, which are not required by, +or presented in accordance with, the IFRS Accounting Standards. We believe that such non-IFRS measures +facilitate comparisons of operating performance from period to period and company to company by +eliminating potential impacts of certain items. We believe that such measures provide useful information to +investors and others in understanding and evaluating our consolidated results of operations in the same +manner as they help our management. However, our presentation of adjusted net loss (non-IFRS measure) +and EBITDA (non-IFRS measure)/adjusted EBITDA (non-IFRS measure) may not be comparable to +similarly titled measures presented by other companies. The use of such non-IFRS measures has limitations +as an analytical tool, and you should not consider them in isolation from, or as substitute for analysis of, our +results of operations or financial condition as reported under IFRS Accounting Standards. +FINANCIAL INFORMATION +– 219 – + + +--- page 229 --- +We define adjusted net loss (non-IFRS measure) as loss for the year adjusted for (1) listing expenses, +as such expenses are related to the Global Offering, (2) change in the carrying amount of redemption +liabilities, which will be converted into equity of the Company upon Listing, and (3) equity-settled +share-based payments expenses which are non-cash expenses arising from the share incentives that we +grant to employees. The following table sets out a reconciliation from adjusted net loss (non-IFRS +measure) to loss for the year which is presented in accordance with the IFRS Accounting Standards. +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168,785) (168,776) (170,609) +Add: Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 13,436 +Add: Change in the carrying amount of redemption +liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100145,050 145,050 145,050 +Add: Equity-settled share-based payments +expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 3,222 +Adjusted net loss (non-IFRS measure) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(23,735) (23,726) (8,901) +We define EBITDA (non-IFRS measure) as net loss for the year adjusted by adding (1) finance costs; +(2) depreciation charge; and (3) amortization cost of intangible assets, and subtracting interest income on +deposits. We add back (1) listing expenses, (2) change in the carrying amount of redemption liabilities, +and (3) equity-settled share-based payments expenses to EBITDA (non-IFRS measure) to derive adjusted +EBITDA (non-IFRS measure). The following table reconciles EBITDA (non-IFRS measure) and adjusted +EBITDA (non-IFRS measure) to our net loss for the year presented in accordance with IFRS Accounting +Standards for the years indicated: +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Reconciliation of loss for the year to EBITDA +(non-IFRS measure) and adjusted EBITDA +(non-IFRS measure) +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168,785) (168,776) (170,609) +Add: +– Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100855 787 2,050 +– Depreciation charge of property, plant and +equipment and right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,162 21,662 23,530 +– Amortization cost of intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,417 1,503 1,646 +Less: +– Interest income on deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,981) (3,249) (1,455) +EBITDA (non-IFRS measure) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(149,332) (148,073) (144,838) +Add: +– Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 13,436 +– Change in the carrying amount of redemption +liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100145,050 145,050 145,050 +– Equity-settled share-based payments expenses /H1100/H1100/H1100/H1100– – 3,222 +Adjusted EBITDA (non-IFRS measure) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,282) (3,203) 16,870 +Our net loss during the Track Record Period was primarily a result of the combination of the +following factors: (1) the downstream markets of our products remained in a growth stage with demand +being released gradually; (2) in anticipation of the growing market demand, we made early investments +FINANCIAL INFORMATION +– 220 – + + +--- page 230 --- +in production capacity, resulting in higher costs such as depreciation and manufacturing overhead costs; +(3) our significant R&D efforts, which led to research and development expenses of RMB31.7 million, +RMB33.3 million and RMB49.2 million in 2023, 2024 and 2025, respectively; and (4) the change in the +carrying amount of redemption liabilities of RMB145.1 million in 2023, 2024 and 2025, respectively. +KEY COMPONENTS OF OUR CONSOLIDATED INCOME STATEMENTS +Revenue +During the Track Record Period, we primarily generated revenue from the sales of (1) harmonic +reducers and other precision components; (2) joint modules; (3) automated workstations; and (4) robotic +arms. See “Business—Our Products.” In 2023, 2024 and 2025, our revenue was RMB94.5 million, +RMB107.7 million and RMB260.9 million, respectively. The following table sets forth a breakdown of our +revenue by product type for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Harmonic reducers and other precision +components (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110092,498 97.8 103,406 96.0 167,143 64.1 +– Harmonic reducers /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,620 96.9 103,088 95.7 166,529 63.9 +– Other precision components /H1100/H1100/H1100/H1100/H1100/H1100878 0.9 318 0.3 615 0.2 +Joint modules and robotic arms /H1100/H1100/H1100/H1100/H1100/H1100907 1.0 2,873 2.7 68,491 26.2 +– Joint modules /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100907 1.0 2,873 2.7 44,187 16.9 +– Robotic arms /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 24,304 9.3 +Automated workstations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 24,464 9.4 +Others (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,140 1.2 1,435 1.3 769 0.3 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110094,545 100.0 107,714 100.0 260,867 100.0 +(1) Other precision components primarily include bearings and flanges. Such precision components constitute essential +and functionally interdependent parts required for the physical integration and operational performance of harmonic +reducers. We only provide such precision components as accessories for specific harmonic reducer orders to meet +custom installation needs. We do not offer them as separate product lines or sell them on their own. Based on the +foregoing, we group harmonic reducers together with such precision components. +(2) Others primarily represent the provision of heat treatment services, which refers to a metal thermal process within our +production cycle. For details, see “Business—Production—Production Process.” We provide such services to third +parties primarily to utilize our spare heat treatment processing capacity. +The following table sets forth a breakdown of our revenue of harmonic reducers by product size for +the periods indicated. +Y ears ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Large-sized harmonic reducers (1) /H1100/H1100/H1100/H1100/H110090,880 99.2 101,049 98.0 153,829 92.4 +Small-sized harmonic reducers (2) /H1100/H1100/H1100/H1100740 0.8 2,039 2.0 12,700 7.6 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,620 100.0 103,088 100.0 166,529 100.0 +FINANCIAL INFORMATION +– 221 – + + +--- page 231 --- +(1) Large-sized harmonic reducers refer to models with a size above 52 mm. +(2) Small-sized harmonic reducers refer to models with a size of 52 mm or below. +The following table sets forth a breakdown of our revenue by geographic market based on the +location at which the goods were delivered or the services were provided for the periods indicated. +Y ears ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Chinese Mainland /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,925 97.2 103,091 95.7 253,874 97.3 +Overseas (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,620 2.8 4,623 4.3 6,993 2.7 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110094,545 100.0 107,714 100.0 260,867 100.0 +(1) Primarily include Europe, the United States, Japan and Korea. European countries primarily include Estonia, Greece, +Poland and the Netherlands. +Cost of Sales +In 2023, 2024 and 2025, our cost of sales was RMB66.7 million, RMB81.8 million and RMB194.0 +million, respectively, representing 70.5%, 75.9% and 74.4% of our revenue for the same periods, +respectively. Our cost of sales primarily consists of (1) cost of materials, mainly including steels, bearings +and machined parts; (2) manufacturing overhead costs, primarily including consumables, utilities, +equipment maintenance expenses and depreciation; (3) labor costs, mainly representing salaries, bonuses +and other benefits for our production personnel; and (4) outsourced costs, mainly representing external +processing fees. The following table sets forth a breakdown of our cost of sales by nature for the periods +indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Cost of materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,435 33.7 27,088 33.1 110,850 57.1 +Manufacturing overhead costs /H1100/H1100/H110026,565 39.8 28,082 34.3 40,886 21.1 +Labor costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,407 21.6 22,601 27.7 35,690 18.4 +Outsourced costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,625 3.9 2,790 3.4 3,572 1.8 +Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100656 1.0 1,226 1.5 3,005 1.6 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066,688 100.0 81,787 100.0 194,004 100.0 +(1) Others primarily represent transportation cost and inventories write down. +Gross Profit and Gross Profit Margin +In 2023, 2024 and 2025, our gross profit was RMB27.9 million, RMB25.9 million and RMB66.9 +million, respectively, representing gross profit margin of 29.5%, 24.1% and 25.6%, respectively. The +following table sets forth a breakdown of our gross profit and gross profit margin by product type for the +periods indicated. +FINANCIAL INFORMATION +– 222 – + + +--- page 232 --- +Y ear ended December 31, +2023 2024 2025 +Gross +profit/ +(loss) +Gross +profit/ +(loss) +margin +Gross +profit +Gross +profit +margin +Gross +profit +Gross +profit +margin +(RMB) (%) (RMB) (%) (RMB) (%) +(RMB in thousands, except for percentages) +Harmonic reducers and other +precision components (1) /H1100/H1100/H1100/H1100/H1100/H110027,632 29.9 25,530 24.7 41,047 24.6 +Joint modules and robotic +arms (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(595) (65.7) 124 4.3 17,494 25.5 +Automated workstations /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 8,050 32.9 +Others (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100820 71.9 273 19.0 272 35.3 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,857 29.5 25,927 24.1 66,863 25.6 +(1) Other precision components primarily include bearings and flanges. +(2) We incurred gross loss and gross loss margin for our joint modules and robotic arms in 2023, mainly because we +incurred substantial cost and expenditure such as modeling at the early stage of our product manufacturing. +(3) Others primarily represent the provision of heat treatment services. +Sensitivity analysis +The following sensitivity analysis illustrates the effects of hypothetical fluctuation in our costs of +materials and manufacturing overhead costs, respectively, on our gross profit for the years indicated, +assuming all other factors affecting our profitability had remained unchanged. +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Costs of materials ++5%/-5% /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,122/(1,122) 1,354/(1,354) 5,543/(5,543) ++10%/-10% /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,244/(2,244) 2,709/(2,709) 11,085/(11,085) +Manufacturing overhead costs ++5%/-5% /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,328/(1,328) 1,404/(1,404) 2,044/(2,044) ++10%/-10% /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,657/(2,657) 2,808/(2,808) 4,089/(4,089) +Other Net Income +We recorded other net income of RMB7.4 million, RMB8.6 million and RMB6.2 million in 2023, +2024 and 2025, respectively. Our other net income primarily consist of (1) government grants in relation +to development and construction of property, plant and equipment, which are one-off in nature; (2) interest +income on deposits; (3) net realized and unrealized gain on financial assets measured at FVPL in relation +to structured deposits; (4) net loss on disposal of property, plant and equipment and right-of-use assets; +and (5) net foreign exchange gains or losses. The following table sets forth a breakdown of our other net +income for the periods indicated. +FINANCIAL INFORMATION +– 223 – + + +--- page 233 --- +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Government grants /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,959 6,615 8,058 +Interest income on deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,981 3,249 1,455 +Net realized and unrealized gain on financial +assets measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,163 – 495 +Net loss on disposal of property, plant and +equipment and right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,782) (1,781) (4,218) +Net foreign exchange (loss)/gain /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(242) (204) 213 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100304 694 183 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,383 8,573 6,186 +Selling and Marketing Expenses +In 2023, 2024 and 2025, our selling and marketing expenses were RMB6.3 million, RMB6.4 million +and RMB9.2 million, respectively, representing 6.6%, 6.0% and 3.5% of our revenue for the same periods, +respectively. Our selling and marketing expenses primarily consist of (1) staff costs, mainly representing +salaries, bonuses and other benefits for our sales personnel; (2) prototype expenses, mainly representing +costs incurred for the provision of customer sample units, which is a significant part of our sales efforts; +(3) business development expenses, mainly representing marketing and exhibition costs, and traveling +expenses; and (4) share-based payments. The following table sets forth a breakdown of our selling and +marketing expenses for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Staff costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,296 52.4 3,165 49.1 3,031 32.9 +Prototype expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100805 12.8 1,448 22.5 1,746 19.0 +Business development expenses /H1100/H11001,991 31.7 1,420 22.1 2,350 25.5 +Share-based payments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––– 1,740 18.9 +Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100193 3.1 404 6.3 338 3.7 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,285 100.0 6,437 100.0 9,205 100.0 +(1) Others primarily include office expenses and depreciation and amortization. +Administrative Expenses +In 2023, 2024 and 2025, our administrative expenses were RMB18.2 million, RMB16.1 million and +RMB29.9 million, respectively, representing 19.3%, 14.9% and 11.5% of our revenue for the same periods, +respectively. Our administrative expenses primarily consist of (1) staff costs, mainly representing salaries, +bonuses and other benefits for our administrative personnel; (2) depreciation and amortization expenses; +(3) office expenses and business development expenses; (4) professional service expenses, mainly relating +to audit expenses and legal service expenses; (5) listing expenses in relation to the Global Offering; and +(6) share-based payments. The following table sets forth a breakdown of our administrative expenses for +the periods indicated. +FINANCIAL INFORMATION +– 224 – + + +--- page 234 --- +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Staff costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,357 56.9 10,036 62.5 9,926 33.2 +Depreciation and amortization /H1100/H1100/H11003,513 19.3 2,653 16.5 2,258 7.5 +Professional service expenses /H1100/H1100/H11001,969 10.8 1,114 7.0 1,798 6.0 +Office expenses and business +development expenses /H1100/H1100/H1100/H1100/H1100/H11001,914 10.5 1,876 11.7 1,252 4.2 +Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 13,436 44.9 +Share-based payments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 429 1.4 +Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100461 2.5 371 2.3 836 2.8 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,214 100.0 16,050 100.0 29,933 100.0 +(1) Others primarily include utility costs and tax and surcharges. +Research and Development Expenses +In 2023, 2024 and 2025, our research and development expenses were RMB31.7 million, RMB33.3 +million and RMB49.2 million, respectively, representing 33.5%, 30.9% and 18.9% of our revenue for the +same periods, respectively. Our research and development expenses primarily consist of (1) staff costs, +mainly representing salaries, bonuses and other benefits for our research and development personnel; (2) +material and consumables; (3) depreciation and amortization expenses; (4) technical service fees, mainly +including services fees associated with our research and development projects with academic institutes; +and (5) share-based payments. +The following table sets forth a breakdown of our research and development expenses for the periods +indicated. +Y ear ended December 31, +2023 2024 2025 +Amount +%o f +Total Amount +%o f +Total Amount +%o f +Total +(RMB in thousands, except for percentages) +Staff costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,460 45.6 16,780 50.4 19,362 39.4 +Material and consumables /H1100/H1100/H1100/H1100/H1100/H110011,384 35.9 9,833 29.6 17,987 36.5 +Depreciation and amortization /H1100/H1100/H11003,628 11.5 3,813 11.5 6,365 12.9 +Technical services fees /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,328 4.2 1,992 6.0 1,537 3.1 +Share-based payments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – – 785 1.6 +Others (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100894 2.8 849 2.5 3,195 6.5 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,694 100.0 33,267 100.0 49,231 100.0 +(1) Others primarily include traveling expenses, utility costs and other miscellaneous expenses. +Finance Costs +Our finance costs primarily consist of interest on bank loans and interest on lease liabilities. In 2023, +2024 and 2025, our finance costs amounted to RMB0.9 million, RMB0.8 million and RMB2.1 million, +respectively. +FINANCIAL INFORMATION +– 225 – + + +--- page 235 --- +Change in the Carrying Amount of Redemption Liabilities +We had change in the carrying amount of redemption liabilities of RMB145.1 million, RMB145.1 +million and RMB145.1 million in 2023, 2024 and 2025, respectively. Such item mainly represented the +accrued interests on the redemption liabilities. See Note 22 of the Accountants’ Report in Appendix I to +this prospectus. +Income Tax Expense +In 2023, 2024 and 2025, we recorded income tax expense of nil in each of the respective periods. +Pursuant to the Corporate Income Tax Law of Chinese Mainland (the “CIT”), our Company and +subsidiaries incorporated in the PRC are subject to the CIT at a rate of 25%, unless otherwise specified. +Pursuant to the PRC Corporate Income Tax Law and its relevant regulations, entities that qualified as a +high technology enterprise (“HNTE”) are entitled to a preferential income tax rate of 15%. Our Company +obtained certificate of HNTE on December 8, 2023, with a validity period of three years and therefore, +is entitled to a preferential income tax rate of 15% for the years from 2023 to 2025. +During the Track Record Period and up to the Latest Practicable Date, we did not have any +outstanding disputes or unresolved tax issues with the relevant tax authorities. +For details, see Note 7 to the Accountants’ Report in Appendix I to this prospectus. +PERIOD TO PERIOD COMPARISON OF RESULTS OF OPERATIONS +Y ear ended December 31, 2025 Compared to Y ear ended December 31, 2024 +Revenue +Our revenue increased by 142.2% from RMB107.7 million in 2024 to RMB260.9 million in 2025, +primarily due to the increases in revenue from harmonic reducers and other precision components, joint +modules, robotic arms, and automated workstations. + Harmonic reducers and other precision components . Our revenue from harmonic reducers +and other precision components increased by 61.6% from RMB103.4 million in 2024 to +RMB167.1 million in 2025, mainly driven by (1) the rising demand across the robotics +industry, particularly in humanoid and industrial robot applications; and (2) our sustained +competitive advantages in proprietary technology, continuous product development and +established sales network. The sales volume of our harmonic reducers increased from 142.8 +thousand units in 2024 to 291.5 thousand units in 2025. + Joint modules. Our revenue from joint modules increased significantly from RMB2.9 million +in 2024 to RMB44.2 million in 2025, primarily due to the increase in the sales volume of our +joint modules, driven by our active market promotion and customer exploration. The sales +volume of our joint modules increased from 1,181 units in 2024 to 6,246 units in 2025. + Robotic arms. Our revenue from robotic arms increased from nil in 2024 to RMB24.3 million +in 2025, primarily because we expanded from selling standalone joint modules to offering fully +assembled and debugged robotic arms in 2025, driven by customer demand. + Automated workstations. Our revenue from automated workstations increased from nil in 2024 +to RMB24.5 million in 2025, primarily because we commenced batch sales and initial +commercialization of our integrated software and hardware automated workstations in 2025. +FINANCIAL INFORMATION +– 226 – + + +--- page 236 --- +Cost of sales +Our cost of sales increased significantly from RMB81.8 million in 2024 to RMB194.0 million in +2025, which was generally in line with the revenue growth in the same respective periods, driven by the +growth of our sales volume over the same periods. In particular, the percentage of our cost of materials +over the cost of sales increased from 33.1% in 2024 to 57.1% in 2025, primarily due to a shift in our +product mix, as we introduced new product offerings such as joint modules and robotic arms, which have +higher material costs compared to that of harmonic reducers. +Gross profit and gross profit margin +As a result of the foregoing, our gross profit increased by 157.9% from RMB25.9 million in 2024 +to RMB66.9 million in 2025. Our gross profit margin increased from 24.1% in 2024 to 25.6% in 2025. + Harmonic reducers and other precision components . The gross profit margin of our harmonic +reducers and other precision components remained relatively stable at 24.7% and 24.6% in +2024 and 2025, respectively. Although the ASP of our harmonic reducers decreased from +RMB722 in 2024 to RMB571 in 2025, such decrease was primarily due to a higher proportion +of small-sized harmonic reducers sold. As the product mix shifted, both ASP and unit cost +declined proportionally, allowing gross profit margin to remain relatively stable. For details, +see “Business—Our Products.” + Joint modules and robotic arms. The gross profit margin of our joint modules and robotic arms +increased from 4.3% in 2024 to 25.5% in 2025, primarily because our increased sales volumes +of our joint modules and robotic arms, resulting in improved unit costs efficiencies. + Automated workstations. The gross profit margin of our automated workstations increased +from nil in 2024 to 32.9% in 2025, primarily due to the launch and commercialization of our +automated workstations in 2025. +Other net income +Our other net income decreased by 27.8% from RMB8.6 million in 2024 to RMB6.2 million in 2025, +primarily due to (1) the increase in net loss on disposal of property, plant and equipment and right-of-use +assets, in connection with our relocation of our production facilities; and (2) the decrease in interest +income from deposits, mainly because of decreases in our bank deposit balances and deposit interest rates. +Selling and marketing expense +Our selling and marketing expenses increased by 43.0% from RMB6.4 million in 2024 to RMB9.2 +million in 2025, primarily due to (1) the increase in prototype expenses, mainly resulting from our +enhanced sales of our robotic arms and our effort to accommodate changing customers’ needs and explore +new application scenarios, which is a significant part of our sales efforts; and (2) the increase in business +development expenses, mainly because we implemented more proactive sales and marketing initiatives in +2025 for the promotion of our products and exploration of overseas markets. +Administrative expenses +Our administrative expenses increased by 86.5% from RMB16.1 million in 2024 to RMB29.9 million +in 2025, primarily due to the listing expenses related to the Global Offering. +Research and development expenses +Our research and development expenses increased by 48.0% from RMB33.3 million in 2024 to +RMB49.2 million in 2025, primarily due to (1) the increase in material and consumable costs, driven by +FINANCIAL INFORMATION +– 227 – + + +--- page 237 --- +the needs of our R&D activities and projects for our products; (2) the increase in our staff costs, driven +by the increase in the headcount of our research and development personnel; and (3) the increase in others, +driven by the increase in the traveling expenses, due to our more frequent on-site visits to customers for +collaboration and new functions development. +Change in the carrying amount of redemption liabilities +Our change in the carrying amount of redemption liabilities RMB145.1 million in 2024 and 2025, +respectively. +Loss for the year +As a result of the foregoing, our loss for the year increased slightly from RMB168.8 million in 2024 +to RMB170.6 million in 2025, primarily due to (1) the increase in R&D expenses; and (2) the listing +expenses related to the Global Offering, partially offset by the increase in our gross profit, which was +generally in line with our revenue growth. +Adjusted net loss (non-IFRS measure) +We recorded adjusted net loss (non-IFRS measure) of RMB23.7 million in 2024 and RMB8.9 million +in 2025. See “—Results of Operations—Non-IFRS Measures” for a reconciliation of our net loss to +adjusted net loss (non-IFRS measure). +Y ear ended December 31, 2024 Compared to Y ear ended December 31, 2023 +Revenue +Our revenue increased by 13.9% from RMB94.5 million in 2023 to RMB107.7 million in 2024, +primarily due to the increase in revenue from harmonic reducers and other precision components, and joint +modules and robotic arms. + Harmonic reducers and other precision components . Our revenue from harmonic reducers +and other precision components increased by 11.8% from RMB92.5 million in 2023 to +RMB103.4 million in 2024, mainly driven by our expanding business scale, leading to +increased sales of our products. The sales volume of our harmonic reducers and other precision +components increased from 115.3 thousand units in 2023 to 142.8 thousand units in 2024. + Joint modules. Our revenue from joint modules increased significantly from RMB0.9 million +in 2023 to RMB2.9 million in 2024, primarily due to the transition of our joint modules from +product R&D finalization to mass production in 2024, leading to increased sales volume. The +sales volume of our joint modules increased from 451 units in 2023 to 1,181 units in 2024. +Cost of sales +Our cost of sales increased by 22.6% from RMB66.7 million in 2023 to RMB81.8 million in 2024, +primarily due to the increase in labor cost, in which we hired more production personnel in anticipation +of downstream growing demand. +Gross profit and gross profit margin +As a result of the forgoing, our gross profit decreased from RMB27.9 million in 2023 to RMB25.9 +million in 2024. Our gross profit margin decreased from 29.5% in 2023 to 24.1% in 2024, primarily due +to the decrease in the gross profit margin of our harmonic reducers and other precision components. +FINANCIAL INFORMATION +– 228 – + + +--- page 238 --- + Harmonic reducers and other precision components . The gross profit margin of our harmonic +reducers and other precision components decreased from 29.9% in 2023 to 24.7% in 2024, +primarily due to (1) our hiring of more production personnel in anticipation of downstream +growing demand, and (2) our strategic price adjustments for our harmonic reducers to gain a +greater market share. Accordingly, the ASP of our harmonic reducers decreased from RMB795 +in 2023 to RMB722 in 2024. For details, see “Business—Our Products.” + Joint modules and robotic arms. We recorded gross loss margin of 65.7% of our joint modules +and robotic arms in 2023 and recorded gross profit margin of 4.3% in 2024, primarily because +the sales volume of our joint modules and robotic arms increased from 451 units in 2023 to +1,181 units in 2024, resulting in improved unit cost efficiency. +Other net income +Our other net income increased by 16.1% from RMB7.4 million in 2023 to RMB8.6 million in 2024, +primarily due to the increase in government grants, mainly because we had relatively more one-off +government grants in 2024, partially offset by the decrease in net realized and unrealized gain on financial +assets measured at FVPL. +Selling and marketing expenses +Our selling and marketing expenses were relatively stable at RMB6.3 million and RMB6.4 million +in 2023 and 2024, respectively. +Administrative expenses +Our administrative expenses decreased from RMB18.2 million in 2023 to RMB16.1 million in 2024, +primarily due to (1) the decrease in office expenses and business development expenses, driven by our +optimization of office expenditure to improve operational efficiency, and (2) the decrease in professional +service expenses, mainly due to our previous A-share listing attempt in 2023. +Research and development expenses +Our research and development expenses remained relatively stable at RMB31.7 million and +RMB33.3 million in 2023 and 2024. The slight increase was mainly due to the increase in staff costs, +primarily due to the increase in the headcount of our research and development personnel. +Change in the carrying amount of redemption liabilities +Our change in the carrying amount of redemption liabilities were RMB145.1 million and RMB145.1 +million in 2023 and 2024, respectively. +Loss for the year +As a result of the foregoing, our loss for the year was RMB168.8 million and RMB168.8 million in +2023 and 2024, respectively. +Adjusted net loss (non-IFRS measure) +We recorded adjusted net loss (non-IFRS measure) of RMB23.7 million in 2023 and 2024, +respectively. See “—Results of Operations—Non-IFRS Measures” for a reconciliation of our net loss to +adjusted net loss (non-IFRS measure). +FINANCIAL INFORMATION +– 229 – + + +--- page 239 --- +DISCUSSION OF CERTAIN BALANCE SHEET ITEMS +The following table sets forth a summary of our consolidated statements of financial position as of +the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Non-current assets +Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100122,257 161,705 219,476 +Right-of-use asset /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,748 22,555 18,913 +Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,895 3,119 1,832 +Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,290 7,976 14,887 +Time deposits with banks /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 40,632 41,702 +Total non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100161,190 235,987 296,810 +Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100316,822 261,029 425,234 +Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100959,577 1,147,753 1,427,027 +Net current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(642,755) (886,724) (1,001,793) +Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(481,565) (650,737) (704,983) +Non-current liabilities +Interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 7,300 91,128 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,479 715 864 +Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,898 11,966 23,656 +Total non-current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020,377 19,981 115,648 +Net liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(501,942) (670,718) (820,631) +Capital and reserves +Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110087,924 87,924 89,957 +Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(589,866) (758,642) (910,588) +Total deficit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(501,942) (670,718) (820,631) +The following table sets forth our current assets and current liabilities as of the dates indicated. +As of December 31, +As of +April 30, +20262023 2024 2025 +(RMB in thousands) +(Unaudited) +Current assets +Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110074,289 86,895 111,521 132,717 +Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H110084,657 94,951 238,537 249,537 +Time deposits with banks /H1100/H1100/H1100/H1100/H1100/H1100/H110010,00 0––– +Financial assets measured at +FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 35,078 37,200 +Restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100463 8,422 6,345 5,404 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100147,413 70,761 33,753 22,477 +Total current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100316,822 261,029 425,234 447,335 +FINANCIAL INFORMATION +– 230 – + + +--- page 240 --- +As of December 31, +As of +April 30, +20262023 2024 2025 +(RMB in thousands) +(Unaudited) +Current liabilities +Interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H110018,228 32,353 104,813 158,544 +Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H110022,377 46,269 111,458 93,507 +Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100597 1,754 2,634 2,823 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,075 5,027 722 756 +Redemption liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100917,300 1,062,350 1,207,400 818,142 +Total current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100959,577 1,147,753 1,427,027 1,073,772 +Net current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(642,755) (886,724) (1,001,793) (626,437) +Our net current liabilities increased from RMB642.8 million as of December 31, 2023 to RMB886.7 +million as of December 31, 2024, primarily due to (1) the increase in redemption liabilities, and (2) the +decrease in cash and cash equivalents. Our net current liabilities increased from RMB886.7 million as of +December 31, 2024 to RMB1,001.8 million as of December 31, 2025, primarily due to (1) the increase in +redemption liabilities, (2) the increase in trade and other payables, and (3) the increase in interest-bearing +borrowings partially offset by the increase in trade and other receivables. Our net current liabilities +decreased from RMB1,001.8 million as of December 31, 2025 to RMB626.4 million as of April 30, 2026, +primarily due to the decrease in redemption liabilities. +We intend to improve our net current liabilities position through the following measures: (1)(i) +optimizing our collection terms by negotiating with customers for shorter credit periods and more +favorable payment conditions; (ii) implementing stringent credit assessments by establishing a customer +credit evaluation system to engage only with customers of sound credit standing; and (iii) enhancing the +collection of outstanding receivables by formulating collection procedures, regularly monitoring long- +aged receivables, and taking legal actions where necessary, (2)(i) optimizing our trade payable +management by negotiating with suppliers for extended payment terms or more favorable payment +arrangements; (ii) establishing stable relationships with high-quality suppliers to secure more competitive +procurement prices and payment terms; and (iii) strictly implementing payment approval procedures to +ensure accuracy and timeliness of payments and avoid unnecessary fund outflows, and (3)(i) strengthening +our inventory management by maintaining appropriate inventory levels to reduce inventory backlog and +capital occupation; and (ii) enhancing inventory turnover analysis by conducting regular evaluations and +promptly addressing slow-moving inventories. Specifically, we expect to enhance our inventory +management through the following measures: (1) adjust our manufacturing schedule considering our sales +forecasts, inventory balance and safety stock requirement; (2) dynamically adjust our safety stock level; +(3) enhance our communication mechanism with customers to minimize the effect of seasonal fluctuations +on the demand side on our inventory level; and (4) timely identify and manage any obsolete stock, +including appropriate disposal of relevant stock. +Property, Plant and Equipment +Our property, plant and equipment consist primarily of (1) property, mainly representing our +production facilities; (2) equipment and machinery; (3) leasehold improvements; (4) vehicles; (5) +computer and office equipment; and (6) construction in progress, mainly representing construction of our +Shaoxing Production Facility and equipment and machineries awaiting acceptance. The following table +sets forth the carrying amount of our property, plant and equipment as of the dates indicated. +FINANCIAL INFORMATION +– 231 – + + +--- page 241 --- +As of December 31, +2023 2024 2025 +(RMB in thousands) +Property /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 67,972 +Equipment and machinery /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100104,228 106,688 142,837 +Leasehold improvements /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,541 4,285 240 +V ehicles /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100686 732 423 +Computer and office equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,120 1,040 877 +Construction in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,682 48,960 7,127 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100122,257 161,705 219,476 +Our property, plant and equipment increased from RMB122.3 million as of December 31, 2023, to +RMB161.7 million as of December 31, 2024, primarily due to the increase in construction in progress, +mainly due to our construction of Shaoxing Production Facility. Our property, plant and equipment further +increased from RMB161.7 million as of December 31, 2024 to RMB219.5 million as of December 31, +2025, primarily due to (1) the increase in property, mainly due to the ongoing construction of our Shaoxing +Production Facility and the subsequent transfer to property and equipment and machinery upon +construction completion; and (2) the increase in equipment and machinery, mainly due to new equipment +purchases for our expanding business operation, partially offset by the decrease in construction in +progress. +Right-of-use Assets +Our right-of-use assets consist primarily of land use rights and leased offices. Our right-of-use assets +decreased from RMB29.7 million as of December 31, 2023 to RMB22.6 million as of December 31, 2024, +primarily due to termination of some of our leased offices. Our right-of-use assets further decreased to +RMB18.9 million as of December 31, 2025, primarily due to the depreciation of land use rights and leased +offices. +Intangible Assets +Our intangible assets consist primarily of patent and software. Our intangible assets decreased from +RMB3.9 million as of December 31, 2023 to RMB3.1 million as of December 31, 2024, and then to +RMB1.8 million as of December 31, 2025, primarily due to amortization of intangible assets. +Impairment Assessment for Non-financial Assets +During the Track Record Period, we reviewed the carrying amounts of our non-financial assets, +which mainly comprise the property, plant and equipment, right-of-use assets and intangible assets, to +determine whether there is any indication of impairment according to the accounting policy as set out in +Note 2(i)(ii) to the Accountants’ Report in Appendix I to this prospectus. +During the Track Record Period, we recorded net losses primarily because we were in a stage of +rapid business expansion, with demand in our growing markets emerging only gradually, while we made +early investments in production capacity and invested heavily in R&D, all of which was within the +expectations of our Directors. We expect to continuously narrow our losses in the foreseeable future along +with our business growth. We have reviewed the internal and external sources of information and didn’t +identify any impairment indications on our non-financial assets. Thus, our Directors concluded that there +was no impairment needed for the non-financial assets as of December 31, 2023, 2024 and 2025. +Inventories +Our inventories consist primarily of (1) raw materials, which mainly consisted of blanks and steel, +standard fasteners, screws, nuts, steel balls, and consumable tools for machining such as blades; (2) work +in progress; and (3) finished goods. The following table sets forth the details of our inventories as of the +dates indicated. +FINANCIAL INFORMATION +– 232 – + + +--- page 242 --- +As of December 31, +2023 2024 2025 +(RMB in thousands) +Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,724 17,518 27,606 +Work in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,284 50,428 64,291 +Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,132 18,704 19,534 +Goods in transit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100149 245 90 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110074,289 86,895 111,521 +Our inventories increased by 17.0% from RMB74.3 million as of December 31, 2023 to RMB86.9 +million as of December 31, 2024, and further increased by 28.3% to RMB111.5 million as of December +31, 2025, mainly because the increases in our work in progress and materials, as we prepared relevant +stock for the coming sales orders, which was due to our expanded scale of business operations and sales. +There is no material impairment issue for our inventories primarily because our inventories are +mainly hardware products with a relatively long storage cycle. Inventories are mainly consumed in line +with our expected revenue growth and customer delivery schedules. We recorded write-down of +inventories during the Track Record Period, primarily because the decline in the net realizable value of +the inventories were identified due to (1) decline in contract price, and (2) obsolescence due to product +iteration, which was immaterial as compared with our inventories balance. We evaluate market demand +and sales trends for each product to identify potential declines in value. Such process includes reviewing +historical sales data and current market conditions. Additionally, we incorporate market forecasts and +inventory levels to estimate potential impairment loss for individual products, considering factors such as +obsolescence, excess inventory and declining sales prices. Therefore, we are of the view that we had made +sufficient provision on our inventories as of December 31, 2025. +The following table sets forth an aging analysis of the inventories as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Within one year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110058,847 70,729 90,179 +One to two years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,038 13,219 17,697 +Over two years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,154 3,697 5,094 +Less: write down of inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(750) (750) (750) +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110074,289 86,895 111,521 +The following table sets forth our inventory turnover days for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Inventory turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100376 355 184 +(1) The inventory turnover days are calculated by dividing the arithmetic mean of the opening and ending balance of +inventories in that period by cost of sales for the corresponding period and then multiplying by the number of days +in that period (i.e., 360 days for a given year). +Our inventory turnover days decreased from 376 days in 2023 to 355 days in 2024, and further +decreased to 184 days in 2025, primarily due to our increased sales volumes, as well as a higher +contribution from joint modules and robotic arms, which generally have shorter inventory turnover days +FINANCIAL INFORMATION +– 233 – + + +--- page 243 --- +than harmonic reducers, as the formers are assembled from harmonic reducers and other components, and +therefore have relatively shorter production cycles, resulting in faster inventory turnover. Notwithstanding +the above, our inventory turnover days remained relatively long during the Track Record Period, primarily +due to (1) our vertically integrated production model, which necessitates holding inventory across multiple +stages of the production process; and (2) our wide range of product specifications and certain customized +product offerings, which require us to maintain safety stock and work-in-process inventory to meet diverse +customer requirements in a timely manner. Furthermore, according to the CIC Report, it is an industry +norm for manufacturers in the harmonic reducer industry to have relatively long inventory turnover days +due to the inherently lengthy production cycle from order placement to actual production. +As of April 30, 2026, RMB31.5 million or approximately 28.3% of our inventories as of December +31, 2025 had been subsequently consumed or sold. +Trade and Other Receivables +Our trade and other receivables mainly represented (1) trade and bills receivables; (2) prepaid listing +expenses; (3) deposits and prepayments; and (4) other receivables, mainly representing deposits and +prepayments, value added tax (“V A T”) recoverable and others. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Gross amount of trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066,404 80,924 219,768 +Bills receivables, measured at amortized cost /H1100/H1100/H1100/H1100/H1100/H11009,356 10,590 15,342 +Less: loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,667) (5,048) (12,929) +Trade and bills receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110072,093 86,466 222,181 +Bills receivable, measured at FVOCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,139 433 1,824 +Prepaid listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,941 +Deposits and prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,547 5,855 10,491 +V A T recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,508 1,394 1,539 +Other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100370 803 561 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110084,657 94,951 238,537 +Our trade and other receivables increased from RMB84.7 million as of December 31, 2023 to +RMB95.0 million as of December 31, 2024, and further increased to RMB238.5 million as of December +31, 2025, primarily due to the increase in gross amount of trade receivables and bill receivables, which +was generally in line with our increase in revenue over the same period. +Our deposits and prepayments increased from RMB5.9 million as of December 31, 2024 to RMB10.5 +million as of December 31, 2025, primarily due to the increase in advance payments for raw materials +procured for the production of the joint modules and robotic arms as well as automated workstations, in +which we commenced batch sales in 2025. +We generally grant our customers credit terms of up to 180 days. The following table sets forth our +trade receivables turnover days for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Trade receivables turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100201 246 207 +FINANCIAL INFORMATION +– 234 – + + +--- page 244 --- +(1) The trade receivables turnover days are calculated by dividing the arithmetic mean of the opening and ending balance +of trade receivables in that period by revenue for the corresponding period and then multiplying by the number of days +in that period (i.e., 360 days for a given year). +Our trade receivables turnover days increased from 201 days in 2023 to 246 days in 2024, primarily +due to our decision to extend the credit term for customers with long-term relationship with us and good +credit profile. Our trade receivables turnover days decreased from 246 days in 2024 to 207 days in 2025, +mainly as a result of our enhanced management of trade receivables and collection effort. Our trade +receivables turnover days remained relatively long during the Track Record Period, primarily because (1) +we generally grant a credit period of up to 180 days to our major customers. This credit policy is in line +with the industry practice of the harmonic reducer industry, where downstream manufacturers often face +lengthy project inspection and settlement cycles, according to the CIC Report and (2) we provide further +credit flexibility to customers with proven creditworthiness and substantial procurement scales. We +believe such arrangements are conducive to strengthening our market position and fostering long-term +strategic partnerships. +The following table sets forth an aging analysis of our trade and bills receivables based on the +receivable recognition date and net of loss allowance as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Within one year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110069,620 77,707 213,125 +One to two years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,473 8,693 7,840 +Over two years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 66 1,216 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110072,093 86,466 222,181 +We believe there is no recoverability issue with our trade receivables, primarily because (1) we +assess our customers’ credit quality carefully and regularly, taking into account their business background, +the general risks associated with their industries, their financial position, past experience and other factors, +(2) our credit policy is in line with the industry practice of the harmonic reducer industry, where +downstream manufacturers often face lengthy project inspection and settlement cycles, according to the +CIC Report, and (3) we have dedicated internal teams which are responsible for close and regular +monitoring of the credit profiles, operating and financial conditions of our customers and taking +appropriate proactive follow-up actions to ensure the customers’ payments are made as scheduled. +Long cash conversion cycle and cashflow mismatch +We have a relatively long cash conversion cycle. Our cash conversion cycle, calculated as inventory +turnover days in each year plus the trade receivable turnover days in the respective period minus the trade +payables turnover days in the respective period, was 528 days, 538 days and 325 days in 2023, 2024 and +2025, respectively, which was largely driven by (1) our inventory turnover days at 376 days, 355 days and +184 days for the same periods, respectively; and (2) trade receivables turnover days at 201 days, 246 days +and 207 days for the same periods, respectively. During the Track Record Period, we had relatively high +inventory turnover days, primarily due to (1) our vertically integrated production model; and (2) our wide +range of product specifications and certain customized product offerings. According to the CIC Report, it +is an industry norm for manufacturers in the harmonic reducer industry to have relatively long inventory +turnover days due to the inherently lengthy production cycle from order placement to actual production. +During the Track Record Period, our trade receivables turnover days remained relatively long primarily +because (1) we generally grant a credit period of up to 180 days to our major customers; and (2) we +provide further credit flexibility to customers with proven creditworthiness and substantial procurement +FINANCIAL INFORMATION +– 235 – + + +--- page 245 --- +scales. Our trade payable turnover days were 49 days, 63 days and 66 days in 2023, 2024 and 2025, +respectively. The gap between the trade receivables turnover days and trade payable turnover days may +result in cashflow mismatch. For details, see “—Discussion of Certain Balance Sheet Items—Inventories,” +“—Discussion of Certain Balance Sheet Items—Trade and Other Receivables” and “—Discussion of +Certain Balance Sheet Items—Trade and Other Payables.” +Against the background of long cash conversion cycle and the mismatch of the cash receipts from +trade receivables and payments for trade payables during the Track Record Period, we recorded net +operating cash outflows throughout the Track Record Period. Going forward, we will continue to +implement inventory management measures to enhance inventory turnover and working capital status. In +addition, as our market position strengthens, we expect our bargaining power along the supply chain to +increase, which would in turn improve our cash conversion cycle. For details, see “—Discussion of Certain +Balance Sheet Items.” +As of April 30, 2026, RMB74.2 million or approximately 35.8% of our trade receivables as of +December 31, 2025 had been settled. +Financial Assets measured at FVPL +Our financial assets measured at FVPL primarily consisted of structured deposits. Our financial +assets measured at FVPL amounted to nil, nil and RMB35.1 million as of December 31, 2023, 2024 and +2025, respectively. +Investment Management Policy +We believe we can make better use of our surplus cash by making appropriate investments in +low-risk investment products such as structured deposits and time deposits, which generate income +without interfering with our business operation or capital expenditures. We have established policies +prohibiting high-risk investments. Our investment decisions with respect to financial products are made +on a case-by-case basis and after due and careful consideration of a number of factors, including, but not +limited to, the market conditions, the economic developments, the anticipated investment conditions, the +investment cost, the duration of the investment and the expected benefit and potential loss of the +investment. We have established a set of internal control measures which allow us to achieve reasonable +returns on our investment while mitigating our exposure to high investment risks. These policies and +measures were formulated by our senior management. We follow the principle of safeguarding capital +security while balancing liquidity and moderate returns in our investment and wealth management +activities. +Our investment in such wealth management products and structured deposits after the Listing will +be subject to compliance with Chapter 14 of the Listing Rules. +Restricted Cash +Our restricted cash mainly represents secured deposits held in designated bank accounts for issuance +of bank acceptance bills as of December 31, 2023, 2024 and 2025. Our restricted cash increased +significantly from RMB0.5 million as of December 31, 2023 to RMB8.4 million, primarily due to our +increased usage of bank acceptance bill. Our restricted cash then decreased from RMB8.4 million as of +December 31, 2024 to RMB6.3 million as of December 31, 2025, primarily because the margin rate for +issuance of bank acceptance bills decreased. +Trade and Other Payables +Our trade and other payables primarily represented (1) bills payables; (2) trade payables; (3) +endorsement liabilities, mainly representing bank acceptance bills that had been endorsed and transferred +FINANCIAL INFORMATION +– 236 – + + +--- page 246 --- +to suppliers as payment, while such bills had not yet matured as of the relevant dates; and (4) payroll +payables, primarily representing salaries and bonuses payable to employees. The following table sets forth +the details of our trade and other payables as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,740 18,877 52,527 +Bill payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100610 11,144 20,847 +Payables for purchase of property, plant and +equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,773 6,015 7,289 +Payroll payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,889 6,106 8,315 +Accrued listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 7,001 +Endorsement liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 9,972 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,365 4,127 5,507 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022,377 46,269 111,458 +Our trade and other payables increased from RMB22.4 million as of December 31, 2023 to RMB46.3 +million as of December 31, 2024, and further to RMB111.5 million as of December 31, 2025, primarily +due to (1) an increase in trade payables, and (2) an increase in bill payables, primarily due to our enhanced +bargaining power with our suppliers along with our expanded business scale and increased procurement +over the same periods, which was generally in line with our sales growth. +Our endorsement liabilities increased from nil as of December 31, 2024 to RMB10.0 million as of +December 31, 2025 because we endorsed the notes receivables to our suppliers to optimise the working +capital since 2025. As these endorsed notes receivables do not meet the criteria for derecognition of notes +receivables before the maturity, we recorded them as endorsement liabilities within trade and other +payables. +The credit period with our suppliers for sales on credit is generally up to 90 days. The following table +sets forth our trade payables turnover days for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Trade payables turnover days (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110049 63 66 +(1) The trade payables turnover days are calculated by dividing the arithmetic mean of the opening and ending balance of +trade payables in that period by cost of sales for the corresponding period and then multiplying by the number of days +in that period (i.e., 360 days for a given year). +Our trade payables turnover days increased from 49 days in 2023 to 63 days in 2024, primarily due +to our enhanced supply chain management through our negotiations with our suppliers. Our trade payables +turnover days remained relatively stable at 63 days in 2024 and 66 days in 2025. +The following table sets forth an aging analysis of our trade and bills payables based on invoice dates +as of the dates indicated. +FINANCIAL INFORMATION +– 237 – + + +--- page 247 --- +As of December 31, +2023 2024 2025 +(RMB in thousands) +Within one year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,961 29,404 73,317 +After one year but within two years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100371 472 53 +After two years but within three years /H1100/H1100/H1100/H1100/H1100/H1100/H110018 145 1 +Over three years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––3 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,350 30,021 73,374 +As of April 30, 2026, RMB43.1 million or approximately 82.1% of our trade payables as of +December 31, 2025 had been settled. +LIQUIDITY AND CAPITAL RESOURCES +Our primary uses of cash are to fund our procurement of property, plant and equipment, raw +materials, employ expenses, R&D activities and other operational needs. During the Track Record Period, +we financed our capital expenditures and working capital requirements principally with funds from equity +financing, cash generated from our operations and borrowings. After the Global Offering, we believe that +our liquidity requirements will continue to be satisfied with a combination of these sources and net +proceeds from the Global Offering. As of December 31, 2023, 2024, 2025 and April 30, 2026, we had cash +and cash equivalents of RMB147.4 million, RMB70.8 million, RMB33.8 million and RMB22.5 million, +respectively. As of the same dates, we had financial assets measured at FVPL of nil, nil, RMB35.1 million +and RMB37.2 million, respectively. As of April 30, 2026, our committed but unutilized bank facilities was +RMB271.8 million. We do not anticipate any changes to the availability of financing to fund our +operations in the future. Taking into account the financial resources available to us, including our cash and +cash equivalents, current portion of financial assets measured at FVPL representing structured deposits, +available bank facilities and the estimated net proceeds from the Global Offering, our Directors are of the +view that we have sufficient working capital to meet our present requirements and for the next 12 months +from the date of this prospectus. +Our cash burn rate refers to the average monthly (1) net cash used in operating activities, (2) cash +used in payments for purchase of property, plant and equipment, and intangible assets, (3) capital element +of lease rentals paid, and (4) interest element of lease rentals paid. Our historical cash burn rate was +RMB15.5 million for the year ended December 31, 2025. As of April 30, 2026, we had cash and cash +equivalents and financial assets measured at FVPL of RMB22.5 million and RMB37.2 million, +respectively. As of April 30, 2026, our committed but unutilized bank facilities was RMB271.8 million. +We estimate that we will receive net proceeds of approximately HK$949.1 million after deducting the +underwriting fees and expenses payable by us in the Global Offering, assuming no Over-allotment Option +is exercised and assuming an Offer Price of HK$77.00 per Offer Share, being the low-point of the +indicative Offer Price range in this Prospectus. Backed by our gradually achieved economies of scale, +ongoing cost control measures, improving operating leverage and improving cash management, we expect +to achieve greater cost efficiency as our business scale continues to ramp up with our operating expenses +under control. Assuming that the average cash burn rate going forward will be RMB17.9 million, +representing approximately 1.15 times the cash burn rate level for the year ended December 31, 2025, +which reflects our investment in production capacity expansion in 2025 and the continuous expansion in +2026, based on the underlying assumptions that (1) the number of our employees will not increase +significantly; (2) we do not expect substantial capital investment beyond our plan; and (3) we do not +expect significant acquisitions or investment, we estimate that our cash and cash equivalents and financial +assets measured at FVPL, and bank facilities available for use as of April 30, 2026 will be able to maintain +our financial viability for approximately 21 months or, if we take into account 10.0% of the estimated net +proceeds from the Listing (namely, the portion allocated for our working capital and other general +FINANCIAL INFORMATION +– 238 – + + +--- page 248 --- +corporate purposes), approximately 27 months or, if we also take into account the estimated net proceeds +from the Listing apart from the portion being allocated to the use for strategic investment or acquisition, +69 months. We will continue to monitor our cash flows from operations closely and expect to raise our next +round of financing, if needed, with a minimum buffer of 12 months. +Cash Flows +The following table sets forth a summary of our cash flows for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Loss before taxation before changes in working +capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,106 3,023 15,731 +Changes in working capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(37,335) (36,716) (79,142) +Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(35,229) (33,693) (63,411) +Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – +Net cash used in operating activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100(35,229) (33,693) (63,411) +Net cash generated from/(used in) investing +activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,835 (78,096) (152,215) +Net cash generated from financing activities /H1100 15,343 35,112 178,620 +Cash and cash equivalent at January 1 /H1100/H1100/H1100/H1100/H1100157,480 147,413 70,761 +Effect of foreign exchange rate changes /H1100/H1100/H1100/H1100/H1100(16) 25 (2) +Cash and cash equivalent at December 31 /H1100/H1100/H1100147,413 70,761 33,753 +We expect that our measures to improve profitability and net current liabilities will enhance our +operating cash flow condition over time. We intend to optimize our collection terms by negotiating with +customers for shorter credit periods and more favorable payment conditions. We also plan to enhance our +trade payable management by negotiating with suppliers for extended payment terms or more favorable +payment arrangements. As the measures adopted to improve our net operating cash outflow position +largely overlap with those adopted to improve our net current liabilities position, please refer to +“—Discussion of Certain Balance Sheet Items” for further details. +Our net cash used in operating activities decreased from RMB35.2 million in 2023 to RMB33.7 +million in 2024, primarily due to an increase in contract liabilities and trade and other payables, primarily +due to our enhanced bargaining power with our suppliers along with our expanded business scale and +increased procurement over the same periods, partially offset by increase in inventories, primarily due to +our expanded scale of business operations and sales. +Our net cash used in operating activities increased significantly from RMB33.7 million in 2024 to +RMB63.4 million in 2025, primarily due to an increase in trade and other receivables, which was generally +in line with our increase in revenue over the same period, partially offset by an increase in contract +liabilities and trade and other payables, primarily due to our enhanced bargaining power with our suppliers +along with our expanded business scale and increased procurement over the same periods, in line with our +sales growth. +Net cash used in operating activities +Net cash used in operating activities was RMB63.4 million in 2025, primarily due to our loss before +tax of RMB170.6 million, as adjusted by (1) certain non-cash and non-operating items, primarily including +change in the carrying amount of redemption liabilities of RMB145.1 million, depreciation of property, +FINANCIAL INFORMATION +– 239 – + + +--- page 249 --- +plant and equipment of RMB19.1 million, depreciation of right-use assets of RMB4.4 million, and +impairment losses on trade and other receivables of RMB8.2 million, and (2) changes in working capital +that negatively affected our cash flows, primarily including (i) an increase in trade and other receivables +of RMB164.3 million; and (ii) an increase in inventories of RMB20.7 million, partially offset by changes +in working capital that positively affected our cash flows, primarily including (i) an increase in trade and +other payables of RMB92.2 million; (ii) an increase in deferred income of RMB11.7 million; and (iii) a +decrease in restricted cash of RMB2.1 million. +Net cash used in operating activities was RMB33.7 million in 2024, primarily due to our loss before +tax of RMB168.8 million, as adjusted by (1) certain non-cash and non-operating items, primarily including +changes in the carrying amount of redemption liabilities of RMB145.1 million, depreciation of property, +plant and equipment of RMB16.8 million, depreciation of right-use assets of RMB4.9 million, and (2) +changes in working capital that negatively affected our cash flows, primarily including (i) an increase in +inventories of RMB12.6 million; (ii) an increase in trade and other receivables of RMB19.1 million; and +(iii) an increase in restricted cash of RMB8.0 million, partially offset by changes in working capital that +positively affected our cash flows, primarily including an increase in trade and other payables of RMB3.9 +million. +Net cash used in operating activities was RMB35.2 million in 2023, primarily due to our loss before +tax of RMB168.8 million, as adjusted by (1) certain non-cash and non-operating items, primarily including +changes in the carrying amount of redemption liabilities of RMB145.1 million, depreciation of property, +plant and equipment of RMB14.9 million, depreciation of depreciation of right-use assets of RMB6.3 +million, and (2) changes in working capital that negatively affected our cash flows, primarily including +(i) an increase in trade and other receivables of RMB22.8 million; (ii) a decrease in trade and other +payables of RMB5.7 million; and (iii) an increase in inventories of RMB8.6 million. +Net cash generated from/(used in) investing activities +Net cash flows used in investing activities was RMB152.2 million in 2025, primarily due to +placement of financial assets measured at FVPL of RMB215.0 million, and payment for purchase of +property, plant and equipment and intangible assets of RMB117.7 million, partially offset by proceeds +from disposal of financial assets measured at FVPL of RMB180.4 million. +Net cash flows used in investing activities was RMB78.1 million in 2024, primarily due to placement +of short-term time deposits of RMB50.0 million, payment for purchase of property, plant and equipment +and intangible assets of RMB48.2 million, and purchase of long-term time deposits of RMB40.0 million, +partially offset by redemption of short-term time deposits of RMB60.0 million. +Net cash flows generated from investing activities was RMB9.8 million in 2023, primarily due to +payment for purchase of property, plant and equipment and intangible assets of RMB62.1 million and +placement of short-term time deposits of RMB30.0 million, partially offset by proceeds from disposal of +financial assets measured at FVPL of RMB81.4 million. +Net cash generated from financing activities +Net cash flows generated from financing activities was RMB178.6 million in 2025, primarily due to +proceeds from bank loans of RMB203.6 million, partially offset by repayment of bank loans of RMB34.8 +million and capital element of lease rentals paid of RMB5.1 million. +Net cash flows generated from financing activities was RMB35.1 million in 2024, primarily due to +proceeds from bank loans of RMB48.6 million, partially offset by repayment of bank loans of RMB12.1 +million. +FINANCIAL INFORMATION +– 240 – + + +--- page 250 --- +Net cash flows generated from financing activities was RMB15.3 million in 2023, primarily due to +proceeds from bank loans of RMB25.7 million, partially offset by capital element of lease rentals paid of +RMB9.5 million. +CASH OPERATING COSTS +The following table sets forth key information relating to our cash operating costs for the periods +indicated. +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +(Unaudited) +Research and development expenses (1) /H1100/H1100/H1100/H1100/H1100/H1100/H110018,266 9,930 23,333 +Workforce employment (2) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052,895 59,886 68,177 +Direct production costs (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,563 41,040 120,167 +Product marketing (4)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,022 2,809 4,524 +Non-income taxes and surcharge /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100115 256 3,056 +(1) Represents research and development expenses (excluding staff costs and non-cash items under research and +development expenses) adjusted by changes in working capital relating to research and development expenses as of the +previous and current year end. +(2) Represents sum of staff costs under research and development expenses, selling and marketing expenses and +administrative expenses and labor costs under cost of sales adjusted by changes in working capital relating to staff costs +and labor costs as of the previous and current year end. +(3) Represents cost of sales (excluding labor costs and non-cash items under cost of sales) adjusted by changes in working +capital relating to cost of sales as of previous and current year end. +(4) Represents selling and marketing expenses (excluding staff costs and non-cash items under selling and marketing +expenses) adjusted by changes in working capital relating to selling and marketing expenses as of the previous and +current year end. +INDEBTEDNESS +Our indebtedness during the Track Record Period primarily consisted of loans and borrowings and +lease liabilities. The following table sets forth a breakdown of our indebtedness as of the dates indicated. +As of December 31, +As of +April 30, +20262023 2024 2025 +(RMB in thousands) +(Unaudited) +Current +Interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H110018,228 32,353 104,813 158,544 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,075 5,027 722 756 +Redemption liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100917,300 1,062,350 1,207,400 818,142 +Total current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100936,603 1,099,730 1,312,935 977,442 +Non-current +Interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100– 7,300 91,128 114,207 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,479 715 864 776 +Total non-current /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,479 8,015 91,992 114,983 +Total indebtedness /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100944,082 1,107,745 1,404,927 1,092,425 +FINANCIAL INFORMATION +– 241 – + + +--- page 251 --- +Interest-bearing borrowings +We recorded interest-bearing borrowings of RMB18.2 million, RMB39.7 million, RMB195.9 million +and RMB272.8 million as of December 31, 2023, 2024 and 2025 and April 30, 2026, respectively. The +following table sets forth details of the repayable term for our loans and borrowings as of the dates +indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Within one year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,228 32,353 104,813 +After one year but within two years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 5,000 +After two years but within five years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 7,300 86,128 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,288 39,653 195,941 +The following table sets forth details of the security conditions for our loans and borrowings as of +the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Secured loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,128 7,553 36,000 +Unsecured loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,100 32,100 159,941 +Total/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,228 39,653 195,941 +As of December 31, 2023, 2024 and 2025, the bank loans of RMB6.1 million, RMB7.6 million and +nil, respectively, were secured by the bills receivable. +As of December 31, 2025, the bank loans drawn down by our Group totaling RMB36.0 million were +secured by the patents of our Group. The carrying amount of these patents is nil as they have not been +capitalized as intangible assets. +Our interest-bearing borrowings from banks contain standard terms, conditions and covenants that +are customary for commercial bank loans in China. Our Directors confirmed that we did not experience +any difficulty in obtaining bank loans or other borrowings, default in payment of bank loans or other +borrowings or breach of covenants during the Track Record Period and up to the Latest Practicable Date. +Lease Liabilities +We had lease liabilities of RMB8.6 million, RMB5.7 million, RMB1.6 million and RMB1.5 million +as of December 31, 2023, 2024 and 2025 and April 30, 2026, respectively. Our lease liabilities were +primarily related to our leases of offices and production facilities. +Redemption Liabilities +We had redemption liabilities of RMB917.3 million, RMB1,062.4 million, RMB1,207.4 million and +RMB818.1 million as of December 31, 2023, 2024 and 2025 and April 30, 2026, respectively. During the +Track Record Period, we issued financial instruments to investors in which certain investors were granted +the right to require our Company to redeem their ordinary shares for cash upon certain events. We +recognized our obligation to pay cash to those investors with redemption right as financial liabilities, +FINANCIAL INFORMATION +– 242 – + + +--- page 252 --- +because not all triggering events in the relevant agreements are within our control. See Note 22 of the +Accountants’ Report in Appendix I to this prospectus. +Our redemption liabilities increased from RMB917.3 million as of December 31, 2023 to +RMB1,062.4 million as of December 31, 2024, then increased to RMB1,207.4 million as of December 31, +2025, primarily due to the increase in the accrued interests on the redemption liabilities. Our redemption +liabilities then decreased to RMB818.1 million, primarily due to the decrease in the carrying amount of +redemption liabilities, mainly as a result of the termination of certain redemption rights. See Note 22 of +the Accountants’ Report in Appendix I to this prospectus. +Indebtedness Statement +Save as disclosed above, as of December 31, 2023, 2024 and 2025 and April 30, 2026, we had no +bank loans or other borrowings, or any other loan capital issued and outstanding or agreed to be issued, +bank overdrafts, borrowings or similar indebtedness, liabilities under acceptance (other than normal trade +bills) or acceptance credits, debentures, mortgages, charges, hire purchases, guarantees or other material +contingent liabilities. +Since April 30, 2026 and up to the Latest Practicable Date, there had not been any material change +in our indebtedness. +CONTINGENT LIABILITIES +As of the December 31, 2023, 2024 and 2025, we did not have any material contingent liability, +guarantee or any litigation or claim of material importance, pending or threatened against us or any +member of our Group that is likely to have a material and adverse effect on our business, financial +condition and result of operations. +RESEARCH AND DEVELOPMENT EXPENDITURE AND TOTAL OPERATING EXPENDITURE +During the Track Record Period, our research and development expenditure primarily consisted of +research and development expenses adjusted by adding back intangible assets related to research and +development patent acquired from third parties and deducting amortization expenses for capitalized +intangible assets included in research and development expenditure. The table below sets forth our annual +and total research and development expenditure for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Research and development expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,694 33,267 49,231 +Adjustments: +Add: intangible assets related to research and +development patent acquired from third +parties +(1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100160 – – +Less: amortization expense of acquired +intangible assets included in research and +development expenditure +(1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(36) (53) (53) +Annual research and development +expenditure /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,818 33,214 49,178 +Total research and development expenditure +for 2023, 2024 and 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100114,210 +FINANCIAL INFORMATION +– 243 – + + +--- page 253 --- +(1) The adjustment does not include intangible assets acquired from third parties and capitalised, and amortization expense +of capitalized intangible assets including in R&D expenditure. We did not capitalize any research and development +expenses incurred during the Track Record Period, primarily because these costs relates to the research and +development of new product iterations and technologies which did not meet the capitalization criteria in IAS 38. +The table below sets forth our annual and total operating expenditure for the periods indicated: +Y ear ended December 31, +2023 2024 2025 +(RMB in thousands) +Research and development expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031,694 33,267 49,231 +Selling and marketing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,285 6,437 9,205 +Administrative expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,214 16,050 29,933 +Adjustments: +Add: intangible assets related to research and +development patent acquired from third +parties /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100160 – – +Less: amortization expense of acquired +intangible assets included in research and +development expenditure /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(36) (53) (53) +Annual total operating expenditure /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110056,317 55,701 88,316 +Total operating expenditure for 2023, 2024 +and 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100200,334 +The table below sets forth our annual research and development expenditure ratio and total research +and development expenditure ratio for the periods indicated. +Y ear ended December 31, +2023 2024 2025 +Annual research and development +expenditure ratio (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110056.5% 59.6% 55.7% +Total research and development expenditure +ratio (2)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110057.0% +(1) Calculated by dividing annual research and development expenditure by annual total operating expenditure. +(2) Calculated by dividing annual total research and development expenditure for 2023, 2024 and 2025 by total operating +expenditure for 2023, 2024 and 2025. +CAPITAL EXPENDITURES AND COMMITMENTS +Capital Expenditures +Our capital expenditures during the Track Record Period primarily consisted of expenditures on +purchase of property, plant and equipment and purchase of intangible asset. Our capital expenditures were +RMB62.1 million, RMB48.2 million and RMB117.7 million in 2023, 2024 and 2025, respectively. +We expect to incur additional capital expenditure in 2025, primarily for the purchase of property, +plant and equipment and intangible assets. We plan to fund such planned capital expenditures through our +existing cash and cash generated from our operating activities. After the Listing, we expect to finance our +capital expenditure through a combination of existing cash, cash generated from our operating activities, +FINANCIAL INFORMATION +– 244 – + + +--- page 254 --- +bank borrowings and net proceeds from the Global Offering. See “Future Plans and Use of Proceeds” for +the portion of capital expenditures to be funded by the proceeds from the Global Offering. We may adjust +our capital expenditures for any given period according to our development plans or in light of market +conditions, regulatory environment and other factors we believe to be appropriate. +Capital Commitments +The following table sets forth our capital commitments in respect of property, plant and equipment +as of the dates indicated: +As of December 31, +2023 2024 2025 +(RMB in thousands) +Contracted for /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,189 10,793 38,747 +OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS +As of the Latest Practicable Date, we had not entered into any off-balance sheet transaction. +LISTING EXPENSES +We recorded listing expenses of nil, nil and RMB13.4 million in 2023, 2024 and 2025, respectively. +We expect to incur a total of approximately RMB77.2 million (HK$88.8 million) of listing expenses in +connection with the Global Offering, representing approximately 8.0% of the gross proceeds from the +Global Offering (assuming an Offer Price of HK$81.25, being the mid-point of the indicative Offer Price +range between HK$77.00 and HK$85.50, and assuming that the Over-allotment Option is not exercised), +including (1) underwriting commissions, SFC transaction levy, Stock Exchange trading fees and AFRC +transaction levy for all Offer Shares of approximately RMB49.7 million (HK$57.2 million), and (2) +non-underwriting related expenses of approximately RMB29.6 million (HK$34.1 million), which consist +of (i) fees and expenses of legal advisors and reporting accountants of approximately RMB17.4 million +(HK$20.0 million), and (ii) sponsor fee and other fees and expenses of approximately RMB12.2 million +(HK$14.0 million). Approximately RMB25.9 million (HK$29.8 million) is expected to be charged to our +consolidated statements of profit or loss and other comprehensive income, and approximately RMB53.4 +million (HK$61.5 million) is expected to be recognized as a deduction in equity directly upon the Global +Offering. The listing expenses above are the best estimate as of the Latest Practicable Date and for +reference only. The actual amount may differ from this estimate. +RELATED PARTY TRANSACTIONS +We enter into transactions with our related parties from time to time during our ordinary course of +business and on terms comparable to the terms of transactions with other entities that are not related +parties. During the Track Record Period, we entered into a number of related party transactions concerning +Wuzhou Xinhua and Shengzhou Xinhua controlled by the immediate family member of Mr. Zhang, which +involves miscellaneous purchases and sales of goods and rendering of services. We also entered into a +four-year lease contract in respect of certain leasehold properties from Shengzhou Xinhua as office and +manufacturing premise in 2022. See Note 28 to the Accountants’ Report included in Appendix I to this +prospectus for details. Our Directors are of the view that our related party transactions during the Track +Record Period were conducted in the ordinary course of business at arm’s length with reference to normal +commercial terms, and would not distort our track record results or make our historical results not +reflective of our future performance. +FINANCIAL INFORMATION +– 245 – + + +--- page 255 --- +KEY FINANCIAL RATIOS +As of/for the year ended December 31, +2023 2024 2025 +Revenue growth rate (1) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A 13.9% 142.2% +Gross profit margin /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029.5% 24.1% 25.6% +Current ratio (2)/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.3 0.2 0.3 +Quick ratio (3) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.3 0.2 0.2 +Annual research and development expenditure +ratio (4) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110056.5% 59.6% 55.7% +Gearing ratio (5) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(188.1)% (165.2)% (171.2)% +(1) Revenue growth rate equals revenue growth divided by revenue for the previous year or period. +(2) The calculation of current ratio is based on current assets divided by current liabilities as of period end. +(3) The calculation of quick ratio is based on current assets less inventories divided by current liabilities as of period end. +(4) Calculated by dividing annual research and development expenditure (being our research and development expenses +adjusted for intangible assets related to research and development patent acquired from third parties and amortization +expense of acquired intangible assets included in research and development expenditure) by annual total operating +expenditure (being our total operating expenses adjusted for intangible assets related to research and development +patent acquired from third parties and amortization expense of acquired intangible assets included in research and +development expenditure). +(5) The calculation of gearing ratio is based on our debt (being our interest-bearing borrowings, lease liabilities and +redemption liabilities) divided by our total deficit as of the respective dates and multiplied by 100%. +QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISKS +Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of our +business. +Credit Risk +Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting +in a financial loss to our Group. Our credit risk is primarily attributable to trade and other receivables. Our +exposure to credit risk arising from cash and cash equivalents and structured deposits are limited because +the counterparties are banks and financial institutions with high-credit-quality, for which our Group +considers having low credit risk. For details of our credit risk exposure, including ECLs for trade +receivables, see Note 26(a) to the Accountants’ Report in Appendix I to this prospectus. +Liquidity Risk +Our policy is to regularly monitor its liquidity requirements and its compliance with lending +covenants, to ensure that it maintains sufficient reserves of cash and adequate committed lines of funding +from major financial institutions to meet its liquidity requirements in the short and longer term. For details +of our remaining contractual maturities at the end of each reporting period of our non-derivative financial +liabilities, which are based on contractual undiscounted cash flows, see Note 26(b) to the Accountants’ +Report in Appendix I to this prospectus. +Interest Rate Risk +Our bank balances, other than time deposits with banks, expose to cash flow interest rate risk due +to the fluctuation of the prevailing market interest rate. The management of our Company consider our +Group’s exposure to interest rate risk in respect of cash and cash equivalents and interest-bearing +borrowings is not material. +FINANCIAL INFORMATION +– 246 – + + +--- page 256 --- +Currency Risk +We are not exposed to significant foreign currency risk since financial assets and liabilities +denominated in currencies other than functional currencies of the respective entities comprising our Group +are not material. +DIVIDENDS +We are a holding company incorporated under the laws of the PRC. We currently do not have any +formal dividend policy or pre-determined dividend payout ratio. During the Track Record Period, we did +not declare or pay any dividends. Any dividends we pay will be at the discretion of our Directors and will +depend on our future operations and earnings, capital requirements and surplus, general financial +condition, contractual restriction and other factors which our Directors consider relevant. Our shareholders +in a general meeting may approve any declaration of dividends, which must not exceed the amount +recommended by our Board. As advised by our PRC Legal Advisor, no dividend shall be declared or +payable except out of our profits and reserves lawfully available for distribution. Any future net profit that +we make will have to be first applied to make up for our historically accumulated losses, after which we +will be obliged to allocate 10% of our net profit to our statutory common reserve fund until such fund has +reached more than 50% of our registered capital. +DISTRIBUTABLE RESERVES +As of December 31, 2025, our Company did not have distributable reserves. +DISCLOSURE REQUIRED UNDER CHAPTER 13 OF THE LISTING RULES +Our Directors have confirmed that, as of the Latest Practicable Date, there were no circumstances +that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing Rules. +NO MATERIAL ADVERSE CHANGE +Our Directors confirm that, up to the date of this prospectus, there has been no material adverse +change in our financial or trading position since December 31, 2025 (being the date on which the latest +consolidated financial information of our Group was prepared) and there is no event since December 31, +2025 which would materially affect the information shown in our consolidated financial statements +included in the Accountants’ Report in Appendix I to this prospectus. +UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS +See Appendix II to this prospectus for details of our unaudited pro forma adjusted consolidated net +tangible assets. +FINANCIAL INFORMATION +– 247 – + + +--- page 257 --- +FUTURE PLANS +See “Business—Our Growth Strategies” for a detailed description of our future plans. +USE OF PROCEEDS +We estimate that the net proceeds of the Global Offering, after deducting the estimated underwriting +commissions and other fees and expenses payable by us in connection with the Global Offering, will be +approximately HK$1,003.3 million, assuming an Offer Price of HK$81.25 per Offer Share (being the +mid-point of the indicative range of the Offer Price of HK$77.00 to HK$85.50 per Offer Share), without +the exercise of the Over-allotment Option. +We currently intend to use the net proceeds from the Global Offering for the purposes and in the +amounts as set out below: + approximately 55.0% of the net proceeds, or HK$551.8 million, will be used for production +facility expansion with relevant equipment procurement and production personnel recruitment +in the next three years. We plan to expand our production capacity by procuring more +production equipment and establishing a new production facility in Zhejiang province, with a +designed annual production capacity of 800.0 thousand units of harmonic reducers, which will +be in close proximity to our existing Shaoxing Production Facility. Such location selection is +expected to provide operational synergies arising from the shared regional supply chain and +management system, increasing operational efficiency through regional coordination. As of the +Latest Practicable Date, we had not identified the specific land for the new production facility. +Specifically, we plan to use: +(1) approximately 34.4% of the net proceeds, or HK$345.6 million, to procure production +equipment for our new production facility in the next three years. With respect to the +production of harmonic reducers and other precision components, we plan to acquire +production-related equipment, including primarily gear processing equipment, generator +ellipse machining equipment. We will deploy these equipment across our key production +lines to be added in the next three years, including primarily approximately 28 flexspline +lines, 28 circular spline lines, 40 wave generator lines, 10 bearing production lines and +three heat processing service lines. With respect to the production of our joint modules +and robotic arms and automated workstations, we also plan to procure approximately 10 +sets of related inspection equipment. We expect to allocate approximately 9.2%, 12.6% +and 12.6% of the net proceeds for production equipment procurement in 2026, 2027 and +2028, respectively; +(2) approximately 20.6% of the net proceeds, or HK$206.2 million, for purchase of land, +construction and renovation of the new production facility, and recruitment and training +of production personnel. Specifically, we plan to acquire a land parcel with land area of +around 66,667 square meters, to develop a new production facility in East China with an +aggregate gross floor area of around 80,000 square meters for multiple floors, subject to +licences and/or approvals from the relevant authorities for the purchase of land and +building construction, such as construction land planning permit. As advised by our PRC +Legal Advisor, we have obtained the necessary licences and/or approvals at the current +stage. As confirmed by our Directors, if the new production facility involve relevant +licences and/or approvals, we will, in accordance with the requirements of laws, +regulations or normative documents, obtain the necessary licences and/or approvals +within the prescribed time limit. We plan to commence construction in the second half of +2026 (after the Global Offering), aiming to complete the construction and commence +FUTURE PLANS AND USE OF PROCEEDS +– 248 – + + +--- page 258 --- +operations by the end of 2027. In addition, we plan to recruit approximately 200 +production personnel with production experience for harmonic reducers and other +precision components, joint modules and robotic arms in the next three years to support +our production capacity expansion; +Based on our experience in constructing the Shaoxing Production Facility, the construction of +a production facility typically takes approximately one year. During the construction period, we +would simultaneously procure the relevant production equipment, which is expected to be +delivered and installed within approximately one month after completion of the construction of +the new production facility. In addition, the training period for production personnel varies +depending on different production processes and generally ranges from one to three months. + approximately 20.0% of the net proceeds, or HK$200.7 million, will be used for the +enhancement of our R&D capabilities for product portfolio enrichment with expanded +application scenarios, particularly for harmonic reducers. Specifically, we plan to use: +(1) approximately 9.3% of the net proceeds, or HK$93.6 million, to establish a high-standard +R&D center in Zhejiang province, close to our Shaoxing Production Facility, enabling us +to leverage the region’s strong industrial ecosystem, universities and talent pool, and +accelerating the R&D-to-production cycle through immediate technical feedback between +the engineers and the production line. We expect to use the relevant 1.3% of the net +proceeds for leases and other general expenditures, and the relevant 8.0% of the net +proceeds for equipment procurement. We may be required to obtain the requisite licences +and/or approvals from the relevant authorities for the new R&D center, such as the +Construction Project Construction Permit. As of the Latest Practicable Date, we had not +identified the specific premise for the new R&D center. As advised by our PRC Legal +Advisor, we have obtained the necessary licences and approvals at the current stage. As +confirmed by our Directors, if the new R&D center involves relevant licences and/or +approvals, we will, in accordance with the requirements of laws, regulations or normative +documents, obtain the necessary licences and/or approvals within the prescribed time +limit. The R&D center will focus on product iteration, production process upgrades and +software support. We plan to recruit an addition of approximately 100 R&D personnel +with bachelor’s degrees or above and relevant experience in the harmonic reducer +industry, complemented by senior industry experts to further strengthen our technical +capabilities. In addition, we plan to advance our in-house design and R&D capabilities for +production tools to enhance production process stability. Specifically, we plan to conduct +R&D for cutting tools for gear shaping machines, gear skiving machines and gear +hobbing machines. The R&D process involves prototyping, testing, and validation before +the deployment of production tools. Based on our experience in establishing two R&D +centers, we expect the completion of office premises leasing and renovation of the new +R&D center to take approximately three months. The relevant personnel recruitment +would be carried out on an ongoing basis, with the full recruitment process expected to +be completed within approximately one year. The procurement of R&D equipment is +expected to take up to approximately eight months; +(2) approximately 4.3% of the net proceeds, or HK$43.5 million, to develop high-precision +harmonic reducers. We plan to enrich our product portfolio and broaden our application +scenarios by introducing more model variants of harmonic reducers. In particular, we plan +to introduce harmonic reducers made with new materials, such as steel-aluminum +composites, to better meet the lightweight and high-reliability requirements of humanoid +robots; and +(3) approximately 3.2% of the net proceeds, or HK$31.8 million, to expand and diversify our +product lines of joint modules and robotic arms by introducing new models and +FUTURE PLANS AND USE OF PROCEEDS +– 249 – + + +--- page 259 --- +implementing performance optimizations, to enhance our product usability, adaptability +and overall market competitiveness. We plan to upgrade key hardware components such +as frameless torque motors, encoders and drives to achieve higher torque density while +preserving precision and longevity, thereby supporting a broader range of lightweight +applications. Furthermore, we plan to develop proprietary control software to enable +rapid host-system interfacing and scenario-specific motion control customization. +(4) approximately 3.2% of the net proceeds, or HK$31.8 million, to further develop our +automated workstations and production processes. We plan to achieve a higher level of +automation by investing in high-precision automation technologies, including the +introduction of automated clamping and positioning equipment to replace manual +assembly, thereby minimizing human error and improving production standardization; +Building on our enhanced R&D capabilities, we plan to strategically extend our harmonic +reducer expertise from robotics into broader high-end precision transmission equipment. We +will reuse technologies in high-synergy, robotic-adjacent applications such as precision +assembly, inspection and material handling. Supported by a unified R&D system and flexible +manufacturing, we aim to migrate core technologies across scenarios to control costs and +establish ourselves as a multi-domain precision transmission solutions provider, unlocking +significant new market opportunities. + approximately 5.0% of the net proceeds, or HK$50.2 million, will be used to expand our +overseas sales network. We plan to establish local offices in Europe, including Germany and +Italy, to expand our distribution network by capitalizing on their highly developed industrial +sectors; strengthen our presence in the United States; and enhance our existing distribution +network in Japan and Korea. These efforts enable us to better provide localized customer +services, including recruiting and retaining relevant sales personnel, who have working +experience primarily in precision transmission components and robotics industries. More +specifically, we plan to hire two to three experienced sales and marketing staff with extensive +experience in overseas sales of mechanical products. The feasibility of our market entry +strategies is demonstrated by (1) existing sales and established or ongoing discussions with +distributors in target regions, indicating a ready market access point; (2) a clear competitive +advantage through superior cost-performance compared to incumbent products that local +customers currently purchase; and (3) technical viability confirmed by successful testing with +leading international industry players, confirming our offerings meet rigorous market +standards. +The following table sets forth the planned timeframe of the allocation of the net proceeds by year +for each intended use of the net proceeds. +2026 2027 2028 Total +(HK$ in millions) +Production facility expansion with +relevant equipment procurement +and production personnel +recruitment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100161.3 182.6 208.0 551.8 +Enhancement of our R&D +capabilities for product portfolio +enrichment with expanded +application scenarios /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110052.4 68.0 80.3 200.7 +Expand our overseas sales network /H1100 16.7 16.7 16.7 50.2 +The following table sets forth the planned timeframe of the specific plans by year for each intended +use of the net proceeds. +FUTURE PLANS AND USE OF PROCEEDS +– 250 – + + +--- page 260 --- +2026 2027 2028 +Production facility expansion +with relevant equipment +procurement and production +personnel recruitment +Expand production +capacity for harmonic +reducers and joint +modules; commence +construction of the +new production +facility +Expand production +capacity for harmonic +reducers and joint +modules; complete the +construction and +commence operations +of the new production +facility +Expand production +capacity for harmonic +reducers and joint +modules +Enhancement of our R&D +capabilities for product +portfolio enrichment with +expanded application +scenarios +Site selection and R&D +center leasing; +equipment +procurement; R&D +personnel recruitment; +preliminary R&D +testing +Leases and equipment +procurement; product +iteration and +development +Leases and equipment +procurement; product +iteration and +development +Expand our overseas sales +network +Establish global sales +network +Establish global sales +network +Establish global sales +network + approximately 10.0% of the net proceeds, or HK$100.3 million, will be used for strategic +investment or acquisition of potential high-quality targets across the industry value chain in +both domestic and international markets, to enhance our competitiveness and market presence. +In identifying suitable targets, we will prioritize those that can deliver significant synergies, +whether as upstream or downstream partners, or as companies in adjacent sectors. More +specifically, we will consider factors such as quality and market potential of their products, +historical operational and financial performance, team expertise, and the potential for strategic +and operational synergies with our business. The target should have an operating scale of +around RMB100 million. Examples of potential targets include: (1) precision transmission +component manufacturers, such as those specializing in high-precision planetary reducers or +RV reducers; drive control providers, which provide critical system integration components to +complement our joint module offerings; (2) sensor suppliers to enhance our core component +capabilities; and (3) downstream application specialists in robotic-adjacent and high-end +industrial fields, to facilitate our capability-led expansion as a multi-domain precision +transmission solutions provider. We expect that successful investments in and/or acquisitions +of suitable targets would further enhance our technological capabilities and increase our sales +in emerging industries. We expect to invest in one to three potential targets. Pursuant to our +investment management procedures, we shall designate specific personnel or department or +qualified institutions to perform project-specific feasibility evaluation, including the risks and +returns for such investment projects. We shall also conduct due diligence of potential investees +on their capital and credit profile, as well as due diligence on third-party co-investors (if any). +According to the CIC Report, there are over 30.0 thousand potential targets that could meet our +criteria globally. As of the Latest Practicable Date, we had not identified any potential target +company for investment or acquisition. Therefore, our form of acquisition or investment (e.g., +majority or minority interest) depends on our commercial negotiation with the target company +and investment partners, if any. + approximately 10.0% of the net proceeds, or HK$100.3 million, will be used for working +capital and other general corporate purposes. +The above allocation of the proceeds will be adjusted on a pro rata basis in the event that the Offer +Price is fixed below or above the mid-point of the indicative price range. We will receive net proceeds of +HK$949.1 million assuming an Offer Price of HK$77.00 (being the low-point of the indicative range of +FUTURE PLANS AND USE OF PROCEEDS +– 251 – + + +--- page 261 --- +the Offer Price), and net proceeds of HK$1,057.6 million assuming an Offer Price of HK$85.50 (being the +high-point of the indicative range of the Offer Price), without the exercise of the Over-allotment Option. +Any additional proceeds received from the exercise of the Over-allotment Option will also be allocated to +the above purposes on a pro rata basis. In the event that the Over-allotment Option is exercised in full, +we will receive net proceeds of HK$1,003.3 million (after deducting the estimated underwriting +commissions and other fees and expenses payable by us in connection with the Global Offering and +assuming an Offer Price of HK$81.25 per Share, being the mid-point of our indicative Offer Price range). +To the extent that the net proceeds are not immediately applied to the above purposes, we will only +deposit the net proceeds into short-term interest-bearing accounts with licensed banks or other authorized +financial institutions as defined under the Securities and Futures Ordinance or the applicable laws and +regulations in other jurisdictions. +FUTURE PLANS AND USE OF PROCEEDS +– 252 – + + +--- page 262 --- +HONG KONG UNDERWRITER +CMB International Capital 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 Underwriter on a conditional basis. The +International Offering is expected to be fully underwritten by the International Underwriter. If, for any +reason, the Offer Price is not agreed between the Sponsor-Overall Coordinator (for itself and on behalf of +the Underwriters) and our Company, the Global Offering will not proceed and will lapse. +The Global Offering comprises the Hong Kong Public Offering of initially 672,100 Hong Kong Offer +Shares and the International Offering of initially 12,769,800 International Offer 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 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, our Company is offering initially 672,100 +Hong Kong Offer Shares (subject to reallocation) for subscription by way of the Hong Kong Public +Offering on and subject to the terms and conditions of this prospectus and the Hong Kong Underwriting +Agreement at the Offer Price. +Subject to (i) the Hong Kong Stock Exchange granting approval for the listing of, and permission +to deal in, the H Shares pursuant to the Global Offering (including any H Shares which may be issued +pursuant to the exercise of the Over-allotment Option) on the Main Board of the Stock Exchange and such +approval not having been withdrawn; and (ii) certain other conditions set out in the Hong Kong +Underwriting Agreement, the Hong Kong Underwriter has agreed to apply or procure applications, on the +terms and conditions of this prospectus, for the Hong Kong Offer Shares which are being offered but are +not taken up under the Hong Kong Public Offering. +The Hong Kong Underwriting Agreement is conditional on, among other things, the International +Underwriting Agreement having been signed and becoming unconditional and not having been terminated +in accordance with its terms. +Grounds for Termination +The Sole Sponsor and the Sponsor-Overall Coordinator (for itself and on behalf of the Hong Kong +Underwriter) shall be entitled, in their sole and absolute discretion, by notice in writing to our Company, +terminate the Hong Kong Underwriting Agreement with immediate effect if, prior to 8:00 a.m. on the +Listing Date: +(i) there develops, occurs, exists or comes into force: +(a) any new law or regulation or any change or development involving a prospective change +or any event or series of events or circumstances likely to result in a change or a +development involving a prospective change in existing laws or regulations, or the +UNDERWRITING +– 253 – + + +--- page 263 --- +interpretation or application thereof by any court or any competent Authority (as defined +in the Hong Kong Underwriting Agreement) in or affecting Hong Kong, Cayman Islands, +the PRC, the United States, the United Kingdom, the European Union (or any member +thereof), Japan, Singapore, or other jurisdictions relevant to our Group or the Global +Offering (each a “ Relevant Jurisdiction ” and collectively, the “ Relevant +Jurisdictions ”); or +(b) any change or development involving a prospective change, or any event or series of +events or circumstances likely to result in a change or prospective change, in any local, +national, regional or international financial, political, military, industrial, economic, +fiscal, legal, regulatory, currency, credit or market conditions or sentiments, Taxation (as +defined in the Hong Kong Underwriting Agreement), equity securities or currency +exchange rate or controls or any monetary or trading settlement system, or foreign +investment regulations (including, without limitation, a devaluation of the Hong Kong +dollar, United States dollar or Renminbi against any foreign currencies, a change in the +system under which the value of the Hong Kong dollar is linked to that of the United +States dollar or the Renminbi is linked to any foreign currency or currencies) or other +financial markets (including, without limitation, conditions and sentiments in stock and +bond markets, money and foreign exchange markets, the inter-bank markets and credit +markets) in or affecting any Relevant Jurisdictions, or affecting an investment in the +Offer Shares; or +(c) any event or series of events, or circumstances in the nature of force majeure (including, +without limitation, any acts of government, declaration of a regional, national or +international emergency or war, calamity, crisis, economic sanctions, strikes, labor +disputes, other industrial actions, lock-outs, fire, explosion, flooding, tsunami, +earthquake, volcanic eruption, civil commotion, riots, rebellion, public disorder, paralysis +in government operations, acts of war, epidemic, pandemic, outbreak or escalation, +mutation or aggravation of diseases, accident or interruption or delay in transportation, +local, national, regional or international outbreak or escalation of hostilities (whether or +not war is or has been declared), act of God or act of terrorism (whether or not +responsibility has been claimed)) in or affecting any of the Relevant Jurisdictions; or +(d) the imposition or declaration of any moratorium, suspension or limitation (including +without limitation, any imposition of or requirement for any minimum or maximum price +limit or price range) on (i) the trading in shares or securities generally on the Stock +Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Tokyo Stock +Exchange, the Singapore Stock Exchange, the New Y ork Stock Exchange, the NASDAQ +Global Market or the London Stock Exchange; or (ii) the trading in any securities of our +Company listed or quoted on a stock exchange or an over-the-counter market; or +(e) the imposition or declaration of any general moratorium on banking activities in or +affecting any of the Relevant Jurisdictions or any disruption in commercial banking or +foreign exchange trading or securities settlement or clearing services, procedures or +matters in or affecting any of the Relevant Jurisdictions; or +(f) other than with the prior written consent of the Sponsor-Overall Coordinator, the issue or +requirement to issue by our Company of a supplement 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 (as defined in the Hong Kong Underwriting +Agreement) or other regulatory or political body or organization of any public action or +UNDERWRITING +– 254 – + + +--- page 264 --- +investigation against a Group Company or a director or a senior management member of +any Group Company or announcing an intention to take any such action; or +(h) the imposition of sanctions or export controls in whatever form, directly or indirectly, on +any Group Company or the Single Largest Group of Shareholders or by or on any +Relevant Jurisdiction, or the withdrawal of trading privileges which existed on the date +of the Hong Kong Underwriting Agreement, in whatever form, directly or indirectly, by, +or for, any Relevant Jurisdiction; or +(i) any valid demand by creditors for payment or repayment of indebtedness of any member +of our Group or in respect of which any member of our Group is liable prior to its stated +maturity; or +(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 (as +defined in the Hong Kong Underwriting Agreement); 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 our Group or +the Single Largest Group of Shareholders or any Director or senior management members +as named in this prospectus; or +(l) any contravention by any Group Company or any Director of the Listing Rules or +applicable Laws (as defined in the Hong Kong Underwriting Agreement); or +(m) any change or prospective change, or a materialization 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 +Sole Sponsor and the Sponsor-Overall Coordinator (for itself and on behalf of the Hong Kong +Underwriter): +(A) has or will or may have a material adverse effect or any development involving a +prospective material adverse effect, on the profits, losses, results of operations, assets, +liabilities, general affairs, business, management, performance, prospects, shareholders’ +equity, position or condition (financial, trading or otherwise) of our Group, taken as a +whole (“ Material Adverse Effect ”); +(B) has or will or may have a material adverse effect on the success of the Global Offering +or the level of applications under the Hong Kong Public Offering or the level of +indications of interest under the International Offering; or +(C) makes or will make or may make it impracticable, inadvisable, 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 any part of the Hong Kong Underwriting +Agreement (including underwriting) incapable of performance in accordance with its +UNDERWRITING +– 255 – + + +--- page 265 --- +terms or preventing the processing of applications and/or payments pursuant to the Global +Offering or pursuant to the underwriting thereof; or +(ii) there has come to the notice of the Sole Sponsor and the Sponsor-Overall Coordinator (for itself +and on behalf of the Hong Kong Underwriter) that: +(a) any statement contained in any of the Offering Documents (as defined in the Hong Kong +Underwriting Agreement), the CSRC Filings (as defined in the Hong Kong Underwriting +Agreement) and/or any notices, announcements, advertisements, communications or +other documents issued or used by or on behalf of our Company in connection with the +Hong Kong Public Offering (including any supplement or amendment thereto but save +and except for the Underwriters’ Information) (as defined in the Hong Kong Underwriting +Agreement) (the “ Global Offering Documents ”) was, when it was issued, or has become +untrue, incorrect, inaccurate in any material respect or misleading; or that any estimate, +forecast, expression of opinion, intention or expectation contained in any such +documents, was, when it was issued, or has become unfair or misleading in any respect +or based on untrue, dishonest or unreasonable assumptions or given in bad faith; or +(b) any matter has arisen or has been discovered which would, had it arisen or been +discovered immediately before the date of this prospectus, constitute a material omission +or misstatement in any Global Offering Document; or +(c) any breach of, or any event or circumstance rendering untrue or incorrect or misleading +in any respect, any of the representations, warranties and undertakings given by our +Company or the Single Largest Group of Shareholders in the Hong Kong Underwriting +Agreement or the International Underwriting Agreement; or +(d) any event, act or omission which gives rise or is likely to give rise to any liability of any +of the Indemnifying Parties (as defined in the Hong Kong Underwriting Agreement) +pursuant to the indemnities in the Hong Kong Underwriting Agreement; or +(e) any breach of any of the obligations or undertakings imposed upon our Company or any +member of the Single Largest Group of 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; or +(g) that the chairman of the Board, any Director or any member of senior management of our +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 our 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) our 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 +(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 +UNDERWRITING +– 256 – + + +--- page 266 --- +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 Sole Sponsor) 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 our Company for whatever reason from offering, allotting, issuing or +selling any of the Offer Shares pursuant to the terms of the Global Offering; or +(m) any person (other than the Sole Sponsor and the Sponsor-Overall Coordinator) has +withdrawn or sought to withdraw its consent to being named in any of the Offering +Documents (as defined in the Hong Kong Underwriting Agreement) or to the issue of any +of the Offering Documents (as defined in the Hong Kong Underwriting Agreement); or +(n) an order or petition is presented for the winding-up or liquidation of any member of our +Group, or any member of our 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 our Group or a provisional liquidator, receiver or manager +is appointed over all or part of the assets or undertaking of any member of our Group or +anything analogous thereto occurs in respect of any member of our Group; or +(o) (A) the notice of acceptance of the CSRC Filings (as defined in the Hong Kong +Underwriting Agreement) issued by the CSRC and/or the results of the CSRC Filings (as +defined in the Hong Kong Underwriting Agreement) published on the website of the +CSRC is rejected, withdrawn, revoked or invalidated; or (B) other than with the prior +written consent of the Sponsor-Overall Coordinator, the issue or requirement to issue by +our Company of a supplement or amendment to the CSRC Filings (as defined in the Hong +Kong Underwriting Agreement) 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 (as defined in the Hong Kong Underwriting +Agreement) with the CSRC Rules (as defined in the Hong Kong Underwriting +Agreement) or any other applicable Laws (as defined in the Hong Kong Underwriting +Agreement); or +(p) that (i) a material portion of the orders placed or confirmed in the bookbuilding process +or (ii) any investment commitment made by any cornerstone 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. +Undertakings to the Stock Exchange pursuant to the Listing Rules +Undertakings by our Company +Pursuant to Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock Exchange that +it will not issue any further Shares or securities convertible into equity securities of our Company (whether +or not of a class already listed) or enter into any agreement to such an issue within six months from the +Listing Date (whether or not such issue of Shares or securities will be completed within six months from +UNDERWRITING +– 257 – + + +--- page 267 --- +the Listing Date), except for (a) pursuant to the Global Offering (including the Over-allotment Option); +or (b) under any of the circumstances provided under Rule 10.08 of the Listing Rules. +Undertaking by the Key Persons +Pursuant to Rule 18C.14(1) of the Listing Rules, each of the key persons and their close associates +(the “Key Persons”), comprising Mr. Zhang, Laifu Investment and Jieyang Information, has irrevocably +and unconditionally undertaken to us and to the Stock Exchange that except pursuant to the Global +Offering, or the Over-allotment Option, it/he shall not and shall procure that its/his respective close +associates and the relevant registered Shareholder(s) controlled by it/him shall not, in the period +commencing on the date by reference to which disclosure of its/his shareholdings (or its/his respective +close associate’s shareholdings, if applicable) in our Company is made in this prospectus and ending on +the date which is 12 months from the Listing Date, dispose of, nor enter into any agreement to dispose +of or otherwise create any options, rights, interests or encumbrances (save as (i) pursuant to a pledge or +charge as security in favor of an authorized institution (as defined in the Banking Ordinance (Chapter 155 +of the Laws of Hong Kong) for a bona fide commercial loan, or (ii) disposing any interest in such +securities of our Company in the circumstances provided under Rule 18C.15 of the Listing Rules) in +respect of, any of our securities that it/he/she (or its/his respective close associate, if applicable) is shown +to beneficially own in this prospectus. +In accordance with Note 2 to Rule 18C.14 of the Listing Rules, each of the Key Persons has further +irrevocably and unconditionally undertaken to us and the Stock Exchange, and shall procure its/his +respective close associates, that within the period commencing on the date by reference to which +disclosure of its/his shareholdings (or its/his respective close associate’s shareholdings, if applicable) in +our Company is made in this prospectus and ending on the date which is 12 months from the Listing Date, +it/he will: +(a) when it/he (or its/his respective close associate) pledges or charges any securities in our +Company beneficially owned by it/him (or by its/his respective close associate) in favor of an +authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong +Kong)), immediately inform us in writing of such pledge or charge together with the number +of our securities so pledged or charged; and +(b) when it/he (or its/his respective close associate) receives indications, either verbal or written, +from the pledgee or chargee that any of our pledged or charged securities beneficially owned +by it/him (or by its/his respective close associate) will be disposed of, immediately inform us +in writing of such indications. +We will also inform the Stock Exchange as soon as we have been informed of the matters mentioned +in the paragraphs (a) and (b) above by any of the Key Persons and make a public disclosure in relation +to such information by way of an announcement in accordance with the Listing Rules. +Undertaking by Pathfinder SIIs +Pursuant to Rule 18C.14(2) of the Listing Rules, each of the Pathfinder SIIs has irrevocably and +unconditionally undertaken to us and to the Stock Exchange that except pursuant to the Global Offering, +or the Over-allotment Option, it shall not, and shall procure that the relevant registered holder(s) shall not, +in the period commencing on the date by reference to which disclosure of its shareholdings in our +Company is made in this prospectus and ending on the date which is 6 months from the Listing Date, +dispose of, nor enter into any agreement to dispose of or otherwise create any options, rights, interests or +encumbrances (save as (i) pursuant to a pledge or charge as security in favor of an authorized institution +(as defined in the Banking Ordinance (Chapter 155 of the Laws of Hong Kong) for a bona fide commercial +UNDERWRITING +– 258 – + + +--- page 268 --- +loan, or (ii) disposing any interest in such securities of our Company in the circumstances provided under +Rule 18C.15 of the Listing Rules) in respect of, any of our securities that it is shown to beneficially own +in this prospectus. +In accordance with Note 2 to Rule 18C.14 of the Listing Rules, each of the Pathfinder SIIs has +further irrevocably and unconditionally undertaken to us and the Stock Exchange that, within the period +commencing on the date by reference to which disclosure of its shareholdings in our Company is made +in this prospectus and ending on the date which is 6 months from the Listing Date, it will: +(a) when it pledges or charges any securities in our Company beneficially owned by it in favor of +an authorized institution (as defined in the Banking Ordinance (Chapter 155 of the Laws of +Hong Kong)), immediately inform us in writing of such pledge or charge together with the +number of our securities so pledged or charged; and +(b) when it receives indications, either verbal or written, from the pledgee or chargee that any of +our pledged or charged securities beneficially owned by it will be disposed of, immediately +inform us in writing of such indications. +We will also inform the Stock Exchange as soon as we have been informed of the matters mentioned +in the paragraphs (a) and (b) above by any of the Pathfinder SIIs and make a public disclosure in relation +to such information by way of an announcement in accordance with the Listing Rules. +Undertakings Pursuant to the Hong Kong Underwriting Agreement +Undertakings by Our Company +Pursuant to the Hong Kong Underwriting Agreement, our Company has undertaken to each of the +Sole Sponsor, the Sponsor-Overall Coordinator, the Sole Global Coordinator, the Sole Bookrunner, the +Sole Lead Manager, the Hong Kong Underwriter and the Capital Market Intermediary that except pursuant +to the Global Offering (including pursuant to the Over-allotment Option), at any time after the date of the +Hong Kong Underwriting Agreement up to and including the date falling six months after the Listing Date +(the “ First Six Month Period ”), it will not, without the prior written consent of the Sole Sponsor and the +Sponsor-Overall Coordinator (for itself and on behalf of the Hong Kong Underwriter) (such consent shall +not be unreasonably withheld or delayed) 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, assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, +warrant, contract or right to subscribe for or purchase, grant or purchase any option, warrant, +contract or right to allot, issue or sell, or otherwise transfer or dispose of or create an +encumbrance under the Hong Kong Underwriting Agreement (the “ Encumbrance ”) over, or +agree to transfer or dispose of or create an Encumbrance over, either directly or indirectly, +conditionally or unconditionally, or repurchase, any legal or beneficial interest in the share +capital or any other securities of our Company or any interest in any of the foregoing +(including, without limitation, any securities convertible into or exchangeable or exercisable +for or that represent the right to receive, or any warrants or other rights to purchase any share +capital or other securities of our Company, as applicable), or deposit any share capital or other +securities of our Company, as applicable, with a depositary in connection with the issue of +depositary receipts; or +(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of +the economic consequences of ownership (legal or beneficial) of the Shares or any other +UNDERWRITING +– 259 – + + +--- page 269 --- +securities of our Company, or any interest in any of the foregoing (including, without +limitation, any securities convertible into or exchangeable or exercisable for or that represent +the right to receive, or any warrants or other rights to purchase, any Shares); or +(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 do any of the foregoing specified in paragraphs (i), (ii) or (iii) above or +announce any intention to do so, +in each case, whether any of the foregoing transactions is to be settled by delivery of share capital +or such other securities, in cash or otherwise (whether or not the issue of such share capital or other +securities will be completed within the First Six Month Period). Our Company further agrees that, +in the event the Company is allowed to enter into any of the transactions described in paragraphs (i), +(ii) or (iii) above or offers to or agrees to or announces any intention to effect any such transaction +during the period of six months commencing on the date on which the First Six Month Period expires +(the “ Second Six Month Period ”), it will take all reasonable steps to ensure that such an issue or +disposal will not, and no other act of our Company will, create a disorderly or false market for any +H Shares or other securities of our Company. +Our Single Largest Group of Shareholders undertakes to each of the Sole Sponsor, the Sponsor- +Overall Coordinator, the Sole Global Coordinator, the CMIs, the Sole Bookrunner, the Sole Lead +Manager and the Hong Kong Underwriter that it/he shall procure our Company to comply with the +undertakings in the paragraph above. +Our Company has agreed and undertaken to each of the Sole Sponsor, the Sponsor-Overall +Coordinator, the Sole Global Coordinator, the Sole Bookrunner, the Sole Lead Manager, the Capital +Market Intermediary and the Hong Kong Underwriter that it will comply with the minimum public float +requirements specified in the Listing Rules (the “ Minimum Public Float Requirement ”), and it will not +effect any purchase of the H Shares, or agree to do so, which may reduce the holdings of the H Shares +held by the public (as defined in Rule 8.24 of the Listing Rules) to below the Minimum Public Float +Requirement or any waiver granted and not revoked by the Stock Exchange prior to the expiration of the +Second Six Month Period without first having obtained the prior written consent of the Sole Sponsor and +the Sponsor-Overall Coordinator (for itself and on behalf of the Hong Kong Underwriter). +Undertakings by Our Single Largest Group of Shareholders +Our Single Largest Group of Shareholders have undertaken to each of our Company, the Sole +Sponsor, the Sponsor-Overall Coordinator, the Sole Global Coordinator, the Sole Bookrunner, the Sole +Lead Manager, the Hong Kong Underwriter and the Capital Market Intermediary that, without the prior +written consent of the Sole Sponsor and the Sponsor-Overall Coordinator (for itself and on behalf of the +Hong Kong Underwriter) and unless in compliance with the requirements of the Listing Rules: +(a) it/he will not, and will procure that the relevant registered holder(s), any nominee or trustee +holding on trust for it/him and the companies controlled by it/him will not, at any time after +the date of the Hong Kong Underwriting Agreement up to and including the date falling twelve +months after the Listing Date (“ First 12 Month Period ”), (i) sell, offer to sell, contract or +agree to sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, +contract or right to purchase, grant or purchase any option, warrant, contract or right to sell, +or otherwise transfer or dispose of or create any mortgage, charge, pledge, lien or other security +interest or any option, restriction, right of first refusal, right of pre-emption or other third party +claim, right, interest or preference or any other Encumbrance of any kind over, or agree to +UNDERWRITING +– 260 – + + +--- page 270 --- +transfer or dispose of or create an Encumbrance over, either directly or indirectly, conditionally +or unconditionally, any H Shares or other securities of our Company or any interest therein +(including, without limitation, any securities convertible into or exchangeable or exercisable +for or that represent the right to receive, or any warrants or other rights to purchase, any H +Shares or any such other securities, or any interest in any of the foregoing, as applicable) (the +“Relevant H Shares ”), or any interest in any company or entity holding, directly or indirectly, +any of the Relevant H Shares (the “ Holding Entity ”), or (ii) enter into any swap or other +arrangement that transfers to another, in whole or in part, any of the economic consequences +of ownership (legal or beneficial) of the Relevant H Shares or the interest in any Holding +Entity, or (iii) enter into any transaction with the same economic effect as any transaction +specified in (i) or (ii) above, or (iv) offer to or agree to or announce any intention to effect any +transaction specified in (i), (ii) or (iii) above, in each case, whether any of the transactions +specified in (i), (ii) or (iii) above is to be settled by delivery of H Shares or other securities of +our Company or in cash or otherwise, and whether or not the transactions will be completed +within the First 12 Month Period; and +(b) Subject to compliance with the applicable requirements under the Listing Rules, the restrictions +in this paragraph shall not prevent our Single Largest Group of Shareholders from (i) +purchasing additional H Shares or other securities of our Company and disposing of such +additional H Shares or securities of our Company in accordance with the Listing Rules, +provided that any such purchase or disposal does not contravene the lock-up arrangements with +our Single Largest Group of Shareholders referred to in this paragraph or the compliance by +our Company with the Minimum Public Float Requirement, and (ii) using the H Shares or other +securities of our Company or any interest therein beneficially owned by them as security +(including a charge or a pledge) in favor of an authorized institution (as defined in the Banking +Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan, provided +that (a) our Single Largest Group of Shareholders will immediately inform our Company and +the Sponsor-Overall Coordinator in writing of such pledge or charge together with the number +of H Shares or other securities of our Company so pledged or charged if and when it/he or the +relevant registered holder(s) pledges or charges any H Shares or other securities of our +Company beneficially owned by him, and (b) when our Single Largest Group of Shareholders +receives indications, either verbal or written, from the pledgee or chargee of any H Shares that +any of the pledged or charged H Shares or other securities of our Company will be disposed +of, he will immediately inform our Company and the Sponsor-Overall Coordinator of such +indications. +Underwriters’ interest in our Group +Save for its obligations under the Hong Kong Underwriting Agreement and the International +Underwriting Agreement, as of the Latest Practicable Date, none of the Underwriters was interested +directly or indirectly in any of our Shares or securities or any shares or securities of any other member +of our Group or had any right or option (whether legally enforceable or not) to subscribe for, or to +nominate persons to subscribe for, any of our Shares or securities or any shares or securities of any other +member of our Group. +Following the completion of the Global Offering, the Underwriters and their affiliated companies +may hold a certain portion of our H Shares as a result of fulfilling its obligations under the Hong Kong +Underwriting Agreement and International Underwriting Agreement. +UNDERWRITING +– 261 – + + +--- page 271 --- +Indemnity +Our Company has agreed to indemnify the Hong Kong Underwriter and the Capital Market +Intermediary for certain losses which they may suffer or incur, including losses arising from their +performance of their obligations under the Hong Kong Underwriting Agreement and any breach by our +Company of the Hong Kong Underwriting Agreement. +INTERNATIONAL OFFERING +International Underwriting Agreement +In connection with the International Offering, it is expected that our Company will enter into the +International Underwriting Agreement with the Sole Sponsor, the Sponsor-Overall Coordinator and the +International Underwriter. Under the International Underwriting Agreement and subject to the Over- +allotment Option, the International Underwriter will, subject to certain conditions set out therein, severally +and not jointly, agree to procure subscribers or purchasers for, or to purchase, their respective proportions +of the International Offer Shares being offered under the International Offering (subject to, among other, +any reallocation between the International Offering and the Hong Kong Public Offering). +It is expected that the International Underwriting Agreement may be terminated on similar grounds +as those in the Hong Kong Underwriting Agreement. Potential investors should note that if the +International Underwriting Agreement is not entered into, or is terminated, the Global Offering will not +proceed. +The Company has agreed to indemnify the Sole Sponsor, the Sponsor-Overall Coordinator, the Sole +Global Coordinator, the Sole Bookrunner, the Sole Lead Manager, the Hong Kong Underwriter and the +Capital Market Intermediary for certain losses which they may suffer or incur, including losses arising +from their performance of their obligations under the Hong Kong Underwriting Agreement and any breach +by the Company of the Hong Kong Underwriting Agreement. +Over-allotment Option +The Company is expected to grant to the International Underwriter the Over-allotment Option, +exercisable by the Sponsor-Overall Coordinator on behalf of the International Underwriter 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 2,016,200 H +Shares, representing not more than 15% of the number of Offer Shares initially available under the Global +Offering, at the Offer Price, to cover over-allocations in the International Offering, if any. See “Structure +of the Global Offering—Over-allotment Option.” +UNDERWRITING COMMISSIONS AND LISTING EXPENSES +The Underwriters and the Capital Market Intermediary will receive an underwriting commission +equal to 3.0% of the aggregate Offer Price payable for the Offer Shares (including any Offer Shares to be +issued pursuant to the exercise of the Over-allotment Option), out of which they will pay any +sub-underwriting commissions and other fees (the “ Fixed Fees ”). Our Company may, at our sole and +absolute discretion, pay to the Underwriters or Capital Market Intermediary an additional incentive fee up +to 2.0% of the Offer Price payable for the Offer Shares (including any Offer Shares to be issued pursuant +to the exercise of the Over-allotment Option) (the “ Discretionary Fees ”). The ratio of the Fixed Fees and +the Discretionary Fees (if fully paid) payable to the Underwriters and Capital Market Intermediary is +approximately 39:61. For any unsubscribed Hong Kong Offer Shares reallocated to the International +Offering, the underwriting commission will not be paid to the Hong Kong Underwriter but will instead be +paid, at the rate applicable to the International Offering, to the International Underwriter. +UNDERWRITING +– 262 – + + +--- page 272 --- +The aggregate underwriting commissions and fees (including the incentive fees and assuming full +payment), together with the Stock Exchange listing fees, the SFC transaction levy, AFRC transaction levy, +the Stock Exchange trading fee, legal and other professional fees, printing and other expenses relating to +the Global Offering, are estimated to be approximately HK$88.8 million (assuming an Offer Price of +HK$81.25 per Offer Share (being the mid-point of the Offer Price range), the full payment of the +discretionary incentive fee and no exercise of the Over-allotment Option) in aggregate, and are to be borne +by us. +ACTIVITIES BY SYNDICATE MEMBERS +We describe below a variety of activities that the Underwriters and the Capital Market Intermediary +of the Hong Kong Public Offering and the International Offering (together, the “ Syndicate Members ”) +and their affiliates, may individually undertake, and which do not form part of the underwriting process. +When engaging in any of these activities, it should be noted that the Syndicate Members are subject to +restrictions, including the following: +(a) under the agreement among the Syndicate Members, all of them must not make bids or +purchases or effect any other transactions (including but not limited to issuing any option or +derivative or structured product which has, as its underlying asset, any Offer Shares), whether +in the open market or otherwise, for the purpose of or with a view to creating actual, or +apparent, active trading in the Offer Shares or raising, stabilizing or maintaining the price of +the Offer Shares to or at levels other than those which might otherwise prevail in the open +market; and +(b) all of them 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. +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 accounts of others. In relation to the H Shares, those activities could include acting as agent for +buyers and sellers of the H Shares, 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 the H Shares as their or part of their underlying assets. Those activities may require +hedging activity by those entities involving, directly or indirectly, buying and selling the H Shares. All +such activity 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 H Shares, in baskets of securities +or indices including the H Shares, in units of funds that may purchase the H Shares, or in derivatives +related to any of the foregoing. +In relation to issues by the Syndicate Members or their affiliates of any listed securities having the +H Shares as their underlying securities, whether on the Stock Exchange or on any other stock exchange, +the rules of the exchange may require the issuer of those securities (or one of its affiliates or agents) to +act as a market maker or liquidity provider in the security, and this will also result in hedging activity in +the H Shares in most cases. +These activities may affect the market price or value of the H Shares, the liquidity or trading volume +in the H Shares, and the volatility of the price of the H Shares, and the extent to which this occurs from +day to day cannot be estimated. +UNDERWRITING +– 263 – + + +--- page 273 --- +UNDERWRITERS’ AND CAPITAL MARKET INTERMEDIARY’S INTEREST IN OUR GROUP +The Underwriters and the Capital Market Intermediary has no shareholding interest in any member +of our Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to +subscribe for securities in any member of our Group. +Following the completion of the Global Offering, the Hong Kong Underwriter and its affiliated +companies may hold a certain portion of the H Shares as a result of fulfilling their obligations under the +Hong Kong Underwriting Agreement. +SOLE SPONSOR’S INDEPENDENCE +The Sole Sponsor satisfy the independence criteria applicable to sponsors as set out in Rule 3A.07 +of the Listing Rules. +UNDERWRITING +– 264 – + + +--- page 274 --- +THE GLOBAL OFFERING +This prospectus is published in connection with the Hong Kong Public Offering as part of the Global +Offering. The Global Offering comprises: +(i) the Hong Kong Public Offering of initially 672,100 Offer Shares (subject to reallocation) in +Hong Kong as described in “—The Hong Kong Public Offering” below in this section; and +(ii) the International Offering of initially 12,769,800 Offer Shares (subject to reallocation and the +Over-allotment Option) outside the United States in offshore transactions in reliance on +Regulation S and the applicable laws of the jurisdiction where those offers and sales occur, as +described in “—The International Offering” below in this section. +Investors may either apply for the Hong Kong Offer Shares under the Hong Kong Public Offering, +or apply for or indicate an interest for the International Offer Shares under the International Offering, but +may not do both. +The Offer Shares in the Global Offering will represent approximately 13.0% of our enlarged share +capital immediately after the completion of the Global Offering, assuming the Over-allotment Option is +not exercised. If the Over-allotment Option is exercised in full, the Offer Shares will represent +approximately 14.7% of the enlarged issued share capital the Company immediately following the +completion of the Global Offering. The underwriting arrangements, and the respective Underwriting +Agreements, are summarized in the section headed “Underwriting” in this prospectus. +References in this prospectus to applications, application or subscription monies or procedure for +applications relate solely to the Hong Kong Public Offering. +THE HONG KONG PUBLIC OFFERING +Number of Offer Shares Initially Offered +Our Company is offering 672,100 Offer Shares (subject to reallocation) for subscription by the +public in Hong Kong at the Offer Price, representing approximately 5.0% of the total number of Offer +Shares initially available under the Global Offering. The number of Offer Shares initially offered under +the Hong Kong Public Offering, subject to any reallocation of Offer Shares between the International +Offering and the Hong Kong Public Offering, will represent approximately 0.7% of our Company’s +enlarged share capital immediately after completion of the Global Offering (assuming the Over-allotment +Option is not exercised). +The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to +institutional and professional investors. Professional investors generally include brokers, dealers, +companies (including fund managers) whose ordinary business involves dealing in shares and other +securities and corporate entities which regularly invest in shares and other securities. +Completion of the Hong Kong Public Offering is subject to the conditions as set out in “—Conditions +of the Global Offering” below in this section. +Allocation +Allocation of the Hong Kong Offer Shares to applicants under the Hong Kong Public Offering will +be based 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 +STRUCTURE OF THE GLOBAL OFFERING +– 265 – + + +--- page 275 --- +applicants. We may, if necessary, allocate the Hong Kong Offer Shares on the basis of balloting, which +would mean that some applicants may receive a higher allocation than others who have applied for the +same number of Hong Kong Offer Shares and those applicants who are not successful in the ballot may +not receive any Hong Kong Offer Shares. +For allocation purposes only, the total number of the Hong Kong Offer Shares available under the +Hong Kong Public Offering is to be divided equally into two pools (subject to reallocation at odd lot size): +pool A and pool B, both of which are available on an equitable basis to successful applicants with any odd +board lots being allocated to pool A: +Pool A: the Offer Shares will be allocated on an equitable basis to valid applicants who have +applied for the Hong Kong Offer Shares with an aggregate subscription price of HK$5 +million (excluding the brokerage, the SFC transaction levy, AFRC transaction levy and +the Stock Exchange trading fee payable) or less; and +Pool B: the Offer Shares will be allocated on an equitable basis to valid applicants who have +applied for the Hong Kong Offer Shares with an aggregate subscription price of more than +HK$5 million (excluding the brokerage, the SFC transaction levy, AFRC transaction levy +and the Stock Exchange trading fee payable) and up to the total value of pool B. +Applicants should be aware that applications in pool A and applications in pool B may receive +different allocation ratios. If the Hong Kong Offer Shares in one (but not both) of the pools are +under-subscribed, the surplus Hong Kong Offer Shares will be transferred to the other pool to satisfy +demand in the pool and be allocated accordingly. +For the purpose of this subsection only, the “subscription price” for the Offer Shares means the price +payable on application therefor (without regard to the Offer Price as finally determined). Applicants can +only receive an allocation of Hong Kong Offer Shares from either pool A or pool B but not from both +pools. Multiple or suspected multiple applications under the Hong Kong Public Offering and any +application for more than 50% of the Hong Kong Offer Shares initially comprised in the Hong Kong Public +Offering (being 336,000 Hong Kong Offer Shares) will be rejected. +Reallocation +The allocation of Offer Shares between the Hong Kong Public Offering and the International +Offering is subject to reallocation. Paragraph 4.2 of Practice Note 18 (as modified by Rule 18C.09) of the +Listing Rules requires a clawback mechanism to be put in place which would have the effect of increasing +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 if the International Offer Shares are fully +subscribed or oversubscribed and certain prescribed total demand levels under the Hong Kong Public +Offering are reached. +If the number of H Shares validly applied for in the Hong Kong Public Offering represents (i) 10 +times or more but less than 50 times, and (ii) 50 times or more, of the number of Hong Kong Offer Shares +available under the Hong Kong Public Offering, the total number of Hong Kong Offer Shares available +under the Hong Kong Public Offering will be increased to 1,344,200 (in the case of (i)) and 2,688,400 H +Shares (in the case of (ii)), respectively, representing approximately 10% and approximately 20% of the +total number of Offer Shares initially available under the Global Offering, respectively (assuming the +Over-allotment Option is not exercised). +In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering will be +allocated between pool A and pool B and the number of Offer Shares allocated to the International Offering +will be correspondingly reduced in such manner as the Sponsor-Overall Coordinator deems appropriate. +STRUCTURE OF THE GLOBAL OFFERING +– 266 – + + +--- page 276 --- +In addition to any mandatory reallocation required as described above, 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 Sponsor-Overall +Coordinator. The Sponsor-Overall Coordinator may, at their sole discretion, reallocate Offer Shares +initially allocated for the International Offering to the Hong Kong Public Offering to satisfy valid +applications under the Hong Kong Public Offering. In particular, if (i) the International Offering is not +fully subscribed and the Hong Kong Public Offering is fully subscribed or oversubscribed (irrespective of +the number of times); or (ii) the International Offering is fully subscribed or oversubscribed and the Hong +Kong Public Offering is fully subscribed or oversubscribed with the number of Offer Shares validly +applied for in the Hong Kong Public Offering representing less than 10 times of the number of H Shares +initially available for subscription under the Hong Kong Public Offering, the Sponsor-Overall Coordinator +has the authority to reallocate International Offer Shares originally in the International Offering to the +Hong Kong Public Offering in such number as they deem appropriate, provided that in accordance with +Chapter 4.14 of the HKEX Guide issued by the Stock Exchange, the Offer Price would be set at HK$77.00 +per Offer Share, the low-end of the Offer Price range stated in this prospectus and the total number of +Offer Shares available under the Hong Kong Public Offering following such reallocation should not be +more than 1,344,200 Offer Shares (representing double of the Offer Shares initially available under the +Hong Kong Public Offering). The Sponsor-Overall Coordinator may reallocate Offer Shares from the +International Offering to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong +Public Offering, in such proportions as the Sponsor-Overall Coordinator may determine, in their sole and +absolute discretion, subject to the requirements under Chapter 4.14 of the Guide. +If the Hong Kong Public Offering is not fully subscribed for, the Sponsor-Overall Coordinator has +the authority to reallocate all or any unsubscribed Hong Kong Offer Shares to the International Offering, +in such proportions as the Sponsor-Overall Coordinator deems appropriate. +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, June 29, 2026. +Where the International Offer Shares are undersubscribed, if the Hong Kong Offer Shares are also +undersubscribed, the Global Offering will not proceed unless the Underwriters would subscribe or procure +subscribers for the Offer Shares being offered which are not taken up under the Global Offering on the +terms and conditions of this Prospectus and the Underwriting Agreements. +Applications +Each applicant under the Hong Kong Public Offering will also be required to give an undertaking +and confirmation in the application submitted by him or her that he or she and any person(s) for whose +benefit he or she is making the application have 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 Offer Shares under the International +Offering, and such applicant’s application is liable to be rejected if the said undertaking and/or +confirmation is breached and/or untrue (as the case may be) or it has been or will be placed or allocated +Offer Shares under the International Offering. +The listing of the Offer Shares on the Stock Exchange is sponsored by the Sole Sponsor. Applicants +under the Hong Kong Public Offering may be required to pay, on application (subject to application +channels), the maximum Offer Price of HK$85.50 per Offer Share in addition to any brokerage, SFC +transaction levy, AFRC transaction levy and the Stock Exchange trading fee payable on each Offer Share, +amounting to a total of HK$8,636.22 for one board lot of 100 H Shares. If the Offer Price, as finally +determined in the manner described in the sub-section headed “—Pricing and Allocation” in this section +below, is less than the maximum Offer Price of HK$85.50 per Offer Share, appropriate refund payments +STRUCTURE OF THE GLOBAL OFFERING +– 267 – + + +--- page 277 --- +(including the brokerage, the SFC transaction levy, AFRC transaction levy and the Stock Exchange trading +fee attributable to the surplus application monies) will be made to successful applicants (subject to +application channels), without interest. Further details are set out below in the section headed “How to +Apply for Hong Kong Offer Shares” in this prospectus. +THE INTERNATIONAL OFFERING +Number of Offer Shares Offered +Subject to the Over-allotment Option, our Company will be initially offering for subscription under +the International Offering 12,769,800 Offer Shares, representing approximately 95.0% of the Offer Shares +initially available under the Global Offering and approximately 12.4% of our enlarged issued share capital +immediately after completion of the Global Offering (assuming the Over-allotment Option is not +exercised). +Allocation +The International Offering will include selective marketing of the International Offer Shares to +institutional and professional investors and other investors anticipated to have a sizeable demand for such +International 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 +which regularly invest in shares and other securities. Prospective professional, institutional and other +investors will be required to specify the number of International Offer Shares under the International +Offering they would be prepared to acquire. 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. +Allocation of International Offer Shares pursuant to the International Offering will be determined by +the Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters) and will be based on a +number of factors, including the level and timing of demand, the total size of the relevant investor’s +invested assets or equity assets in the relevant sector and whether or not it is expected that the relevant +investor is likely to buy further Offer Shares, and/or hold or sell its Offer Shares, after the listing of the +Offer Shares on the Stock Exchange. Such allocation is intended to result in a distribution of the Offer +Shares on a basis which would lead to the establishment of a solid professional and institutional +shareholder base to the benefit of our Company and our Shareholders as a whole. In addition, pursuant to +Rule 18C.08 of the Listing Rules, at least 50% of the total number of shares offered in the Global Offering +(excluding any shares to be issued pursuant to the exercise of the Over-allotment Option) will be taken +up by independent price setting investors, as defined under the Listing Rules, in the International Offering. +The Sponsor-Overall Coordinator (for itself and on behalf of the Underwriters) may require any +investor who has been offered the International Offer Shares under the International Offering and who has +made an application under the Hong Kong Public Offering to provide sufficient information to the +Sponsor-Overall Coordinator so as to allow it to identify the relevant application under the Hong Kong +Public Offering and to ensure that they are excluded from any application of the Hong Kong Offer Shares +under the Hong Kong Public Offering. +Reallocation +The total number of Offer Shares to be issued pursuant to the International Offering may change as +a result of the clawback arrangement described in the sub-section headed “—The Hong Kong Public +Offering—Reallocation” above, and/or any reallocation of unsubscribed Offer Shares originally included +in the Hong Kong Public Offering. +STRUCTURE OF THE GLOBAL OFFERING +– 268 – + + +--- page 278 --- +OVER-ALLOTMENT OPTION +In connection with the Global Offering, the Company is expected to grant the Over-allotment Option +to the International Underwriter, exercisable by the Sponsor-Overall Coordinator (for itself and on behalf +of the Underwriters). +Pursuant to the Over-allotment Option, the International Underwriter will have the right, exercisable +by the Sponsor-Overall Coordinator (for itself and on behalf of the 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 2,016,200 H Shares, representing not more than 15% +of the total number of Offer Shares initially available under the Global Offering, at the Offer Price under +the International Offering to, among other things, cover over-allocations in the International Offering, if +any. +If the Over-allotment Option is exercised in full, the additional Offer Shares to be issued pursuant +thereto will represent approximately 1.9% of the enlarged issued share capital of the Company +immediately following the completion of the Global Offering. If the Over-allotment Option is exercised, +an announcement will be made. +STABILIZATION +Stabilization is a practice used by underwriters in some markets to facilitate the distribution of +securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary market, +during a specified period of time, to retard and, if possible, prevent, a decline in the 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 through its affiliates or any person +acting for it, on behalf of the Underwriters, may over-allocate or effect short sales or any other stabilizing +transactions with a view to stabilizing or maintaining the market price of the H Shares for a limited period +after the Listing Date at a level higher than that which might otherwise prevail in the open market. Short +sales involve the sale by the Stabilizing Manager through its affiliates of a greater number of H Shares than +the Underwriters are required to purchase in the Global Offering. “Covered” short sales are sales made in +an amount not greater than the Over-Allotment Option. The Stabilizing Manager through its affiliates may +close out the covered short position by either exercising the Over-Allotment Option to purchase additional +Offer Shares or purchasing H Shares in the open market. In determining the source of the H Shares to close +out the covered short position, the Stabilizing Manager through its affiliates will consider, among others, +the price of H Shares in the open market as compared to the price at which they may purchase additional +H Shares pursuant to the Over-Allotment Option. Stabilizing transactions consist of certain bids or +purchases made for the purpose of preventing or retarding a decline in the market price of the H Shares +while the Global Offering is in progress. Any market purchases of the H Shares may be effected on any +stock exchange, including the Stock Exchange, any over-the-counter market or otherwise, provided that +they are made in compliance with all applicable laws and regulatory requirements. However, there is no +obligation on the Stabilizing Manager through its affiliates or any person acting for it to conduct any such +stabilizing action, which if taken, (a) will be conducted at the absolute discretion of the Stabilizing +Manager through its affiliates or any person acting for it, (b) may be discontinued at any time, and (c) is +required to be brought to an end within 30 days after the last day for the lodging of applications under the +Hong Kong Public Offering. The number of the H Shares that may be over-allocated will not exceed the +number of the H Shares that may be sold and transferred pursuant to the exercise of the Over-Allotment +Option, namely, 2,016,200 Offer Shares, which is approximately 15.0% of the number of Offer Shares +initially available under the Global Offering, in the event that the whole or part of the Over-Allotment +Option is exercised. +STRUCTURE OF THE GLOBAL OFFERING +– 269 – + + +--- page 279 --- +In Hong Kong, stabilizing activities must be carried out in accordance with the Securities and +Futures (Price Stabilizing) Rules. Stabilizing actions permitted pursuant to the Securities and Futures +(Price Stabilizing) Rules include: +(a) over-allocating for the purpose of preventing or minimizing any reduction in the market price +of the H Shares; +(b) selling or agreeing to sell the H Shares so as to establish a short position in them for the +purpose of preventing or minimizing any deduction in the market price of the H Shares; +(c) subscribing, or agreeing to subscribe, for the H Shares to be sold and transferred pursuant to +the exercise of the Over-Allotment Option in order to close out any position established under +(a) or (b) above; +(d) purchasing, or agreeing to purchase, any of the H Shares for the sole purpose of preventing or +minimizing any reduction in the market price of the H Shares; +(e) selling or agreeing to sell any H Shares to liquidate any position established as a result of those +purchases; and +(f) offering or attempting to do anything described in (b), (c), (d) and (e) above. +Stabilizing actions by the Stabilizing Manager through its affiliates, or any person acting for it, will +be entered into in accordance with the laws, rules and regulations in place in Hong Kong on stabilization. +Prospective applications for investors in the Offer Shares should note that: +(a) as a result of effecting transactions to stabilize or maintain the market price of the H Shares, +the Stabilizing Manager through its affiliates, or any person acting for it, may maintain a long +position in the H Shares; +(b) the size of the long position, and the period for which the Stabilizing Manager through its +affiliates, or any person acting for it, will maintain the long position is at the discretion of the +Stabilizing Manager through its affiliates and is uncertain; +(c) liquidation of any such long position by the Stabilizing Manager through its affiliates and +selling in the open market may lead to a decline in the market price of the H Shares; +(d) no stabilizing action can be taken to support the price of the H Shares for longer than the +stabilizing period, which begins on the Listing Date, and is expected to expire on the 30th day +after the last day for the lodging of applications under the Hong Kong Public Offering. After +this date, when no further stabilizing action may be taken, demand for the H Shares, and their +market price, could fall after the end of the stabilizing period. These activities by the +Stabilizing Manager through its affiliates may stabilize, maintain or otherwise affect the market +price of the H Shares. As a result, the price of the H Shares may be higher than the price that +otherwise may exist in the open market; +(e) any stabilizing action taken by the Stabilizing Manager through its affiliates, or any person +acting for it, may not necessarily result in the market price of the H Shares staying at or above +the Offer Price either during or after the stabilizing period; and +(f) stabilizing bids or transactions effected in the course of the stabilizing action may be made at +a price at or below the Offer Price and therefore at or below the price paid by applicants for, +or investors in, the Offer Shares. +STRUCTURE OF THE GLOBAL OFFERING +– 270 – + + +--- page 280 --- +An announcement in compliance with the Securities and Futures (Price Stabilizing) Rules will be +made within seven days of the expiration of the stabilizing period. +Over-Allocation +Following any over-allocation of the H Shares in connection with the Global Offering, the +Stabilizing Manager (or any person acting for it) may cover such over-allocations by, among other +methods, exercising the Over-allotment Option in full or in part, using the H Shares purchased by the +Stabilizing Manager (or any person acting for it) in the secondary market at prices that do not exceed the +Offer Price or a combination of these means. +PRICING AND ALLOCATION +Pricing for the Offer Shares for the purpose of the various offerings under the Global Offering will +be fixed on the Price Determination Date, which is expected to be at or before 12:00 noon on Friday, June +26, 2026, by agreement between the Sponsor-Overall Coordinator and our Company, and the number of +Offer Shares to be allocated under the various offerings will be determined shortly thereafter. +The Offer Price will not be more than HK$85.50 per Offer Share and is expected to be not less than +HK$77.00 per Offer Share, unless otherwise announced, as further explained below. If you apply for the +Offer Shares under the Hong Kong Public Offering, you may be required to pay the maximum Offer Price +of HK$85.50 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$8,636.22 for one +board lot of 100 H Shares. Prospective investors should be aware that the Offer Price to be determined +on the Price Determination Date may be, but is not expected to be, lower than the minimum Offer +Price stated in this prospectus. +The International Underwriter 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 at the Offer Price. This process, known as “book-building”, is expected to continue +up to, and to cease on or around, the last day for lodging applications under the Hong Kong Public +Offering. +The Sponsor-Overall Coordinator (for itself and on behalf of the Hong Kong Underwriter) may, +where considered appropriate, based on the level of interest expressed by prospective investors during the +book-building process, and with the prior consent of our Company, reduce the number of Offer Shares +and/or the Offer Price below that stated in this prospectus prior to the morning of the last day for lodging +applications under the Hong Kong Public Offering. In such a situation, our Company will, as soon as +practicable following the decision to make such reduction and in any event not later than the morning of +the last day for lodging applications under the Hong Kong Public Offering, post a notice on the website +of the Stock Exchange ( www.hkexnews.hk ) and the website of our Company ( www.laifual.com ) (the +contents of the website do not form a part of this prospectus). 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 notice of a reduction in the number of Offer Shares and/or the Offer Price may not be +made until the last day for lodging applications under the Hong Kong Public Offering. In the absence of +any such notice so published, the number of Offer Shares will not be reduced and/or the Offer Price, if +STRUCTURE OF THE GLOBAL OFFERING +– 271 – + + +--- page 281 --- +agreed upon with our Company and the Sponsor-Overall Coordinator (for itself and on behalf of the Hong +Kong Underwriter) will under no circumstances be set outside the Offer Price stated in this prospectus. +However, if the number of Offer Shares and/or the Offer Price is reduced, the 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. +The final Offer Price, the indication of the level of interest in the International Offering, the basis +of allotment of the Offer Shares available under the Hong Kong Public Offering and the results of +allocations in the Hong Kong Public Offering are expected to be made available in a variety of channels +in the manner described in the section headed “How to Apply for Hong Kong Offer Shares—D. +Despatch/Collection of H Share Certificates and Refund of Application Monies” in this prospectus. +UNDERWRITING AGREEMENT +The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriter under the terms +of the Hong Kong Underwriting Agreement and is conditional upon the International Underwriting +Agreement being signed and becoming unconditional. +We expect to enter into the International Underwriting Agreement relating to the International +Offering on or around the Price Determination Date. The underwriting arrangements under the Hong Kong +Underwriting Agreement and the International Underwriting Agreement are summarized in the section +headed “Underwriting” in this prospectus. +CONDITIONS OF THE GLOBAL OFFERING +Acceptance of all applications for Hong Kong Offer Shares is conditional on, among others: +(a) the Listing Committee granting approval for the listing of, and permission to deal in, the H +Shares in issue and to be issued (including any H Shares that may be issued pursuant to the +exercise of the Over-allotment Option) 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 Listing Date; +(b) the Offer Price having been agreed between the Sponsor-Overall Coordinator and our +Company; +(c) the execution and delivery of the International Underwriting Agreement on or around the Price +Determination Date; and +(d) the obligations of the Hong Kong Underwriter and the Capital Market Intermediary under the +Hong Kong Underwriting Agreement and the obligations of the International Underwriter and +the Capital Market Intermediary under the International Underwriting Agreement becoming +unconditional and not having been terminated in accordance with the terms of the respective +agreements, in each case on or before the dates and times specified in the Hong Kong +Underwriting Agreement and/or the International Underwriting Agreement, as the case may be +(unless and to the extent such conditions are validly waived on or before such dates and times) +and in any event not later than 30 days after the date of this prospectus. +If, for any reason, the Offer Price is not agreed between the Sponsor-Overall Coordinator and our +Company at or before 12:00 noon on Friday, June 26, 2026, the Global Offering will not proceed and will +lapse. +STRUCTURE OF THE GLOBAL OFFERING +– 272 – + + +--- page 282 --- +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 times and dates specified, the Global +Offering will lapse, and the Stock Exchange will be notified immediately. Notice of the lapse of the Hong +Kong Public Offering will be published by our Company on the website of the Stock Exchange +(www.hkexnews.hk ) and on the website of our Company ( www.laifual.com ) on the next day following +such lapse. In such a situation, all application monies will be returned, without interest, on the terms set +forth in the section headed “How to Apply for Hong Kong Offer Shares—D. Despatch/Collection of H +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). +APPLICATION FOR LISTING ON THE STOCK EXCHANGE +We have applied to the Listing Committee of the Stock Exchange for the listing of, and permission +to deal in, the H Shares in issue and to be issued by us pursuant to the Global Offering. +Except that we have applied for the Listing on the Stock Exchange, no part of our Company’s share +or loan capital is listed on or dealt in on any other stock exchange and no such listing or permission to +deal is being or proposed to be sought in the near future. +H SHARES WILL BE ELIGIBLE FOR CCASS +All necessary arrangements have been made to enable the H Shares to be admitted into CCASS. If +the Stock Exchange grants the listing of, and permission to deal in, the H Shares and our Company +complies with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible +securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of +commencement of dealings in the H Shares on the Stock Exchange or any other date HKSCC chooses. +Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS +on the second settlement day after any trading day. +All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational +Procedures in effect from time to time. +DEALING ARRANGEMENTS +Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong +Kong on Tuesday, June 30, 2026, it is expected that dealings in our H Shares on the Stock Exchange will +commence at 9:00 a.m. on Tuesday, June 30, 2026. +Our H Shares will be traded in board lots of 100 H Shares each and the stock code of the H Shares +will be 3952. +STRUCTURE OF THE GLOBAL OFFERING +– 273 – + + +--- page 283 --- +IMPORTANT NOTICE TO INVESTORS OF HONG KONG OFFER SHARES +FULLY ELECTRONIC APPLICATION PROCESS +We have adopted a fully electronic application process for the Hong Kong Public Offering and +below are the procedures for application. +This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under +the “HKEXnews > New Listings > New Listing Information” section, and our website at +www.laifual.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; + have a Hong Kong address (for the HK eIPO White Form service only) ; and + are outside the United States, and are not a United States Person (as defined in Regulation S +under the U.S. Securities Act). +Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the Stock +Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the person(s) for whose +benefit you are applying for: + are an existing Shareholder or its/his/her close associates; + are a Director or any of his/her close associates; or + are a core connected person (as defined in the Listing Rules) of the Company or will become +a core connected person of the Company immediately upon completion of the Global Offering; +or + have been allocated or have applied for any International Offer Shares or otherwise participated +in the International Offering. +2. Application Channels +The Hong Kong Public Offering period will begin at 9:00 a.m. on Monday, June 22, 2026 and +end at 12:00 noon on Thursday, June 25, 2026 (Hong Kong time). +To apply for Hong Kong Offer Shares, you may use one of the following application channels: +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 274 – + + +--- page 284 --- +Application Channel Platform Target Investors Application Time +HK eIPO White Form +service +www.hkeipo.hk Applicants who +would like to +receive a physical +H Share certificate. +Hong Kong Offer +Shares successfully +applied for will be +allotted and issued +in your own name. +From 9:00 a.m. on +Monday, June 22, +2026 to 11:30 a.m. +on Thursday, June +25, 2026, Hong +Kong time. The +latest time for +completing full +payment of +application monies +will be 12:00 noon +on Thursday, June +25, 2026, 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 +H Share certificate. +Hong Kong Offer +Shares successfully +applied for will be +allotted and issued +in the name of +HKSCC Nominees, +deposited directly +into CCASS and +credited to your +designated HKSCC +Participant’s stock +account. +Contact your broker +or custodian for +the earliest and +latest time for +giving such +instructions, as this +may vary by +broker or +custodian. +The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject to capacity +limitations and potential service interruptions and you are advised not to wait until the last day of the +application period to apply for Hong Kong Offer Shares. +For those applying through the HK eIPO White Form service, once you complete payment in +respect of any application instructions given by you or for your benefit through the HK eIPO White Form +service to make an application for Hong Kong Offer Shares, an actual application shall be deemed to have +been made. If you are a person for whose benefit the electronic application instructions are given, you +shall be deemed to have declared that only one set of electronic application instructions has been given +for your benefit. If you are an agent for another person, you shall be deemed to have declared that you +have only given one set of electronic application instructions for the benefit of the person for whom you +are an agent and that you are duly authorized to give those instructions as an agent. +For the avoidance of doubt, giving an application instruction under the HK eIPO White Form +service more than once and obtaining different application reference numbers without effecting full +payment in respect of a particular reference number will not constitute an actual application. +If you apply through the HK eIPO White Form service, you are deemed to have authorized the HK +eIPO White Form Service Provider to apply on the terms and conditions in this prospectus, as +supplemented and amended by the terms and conditions of the HK eIPO White Form service. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 275 – + + +--- page 285 --- +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 + Full name(s) 2 as shown on your identity +document + Identity document’s issuing country or +jurisdiction + Identity document’s issuing country or +jurisdiction + Identity document type, with order of +priority: +i. HKID card; or +ii. National identification document; or +iii. Passport; and + Identity document number + Identity document type, with order of +priority: +i. LEI registration document; or +ii. Certificate of incorporation; or +iii. Business registration certificate; or +iv. Other equivalent document; and + Identity document number +Notes: +(1) If you are applying through the HK eIPO White Form service, you are required to provide a valid e-mail address, a +contact telephone number and a Hong Kong address. Y ou are also required to declare that the identity information +provided by you follows the requirements as described in Note 2 below. In particular, where you cannot provide a +HKID number, you must confirm that you do not hold a HKID card. The number of joint applicants may not exceed +four. If you are a firm, the applicant must be in the individual members’ names. +(2) The applicant’s full name as shown on their identity document must be used and the surname, given name, middle and +other names (if any) must be input in the same order as shown on the identity document. If an applicant’s identity +document contains both an English and Chinese name, both English and Chinese names must be used. Otherwise, either +English or Chinese names will be accepted. The order of priority of the applicant’s identity document type must be +strictly followed and where an individual applicant has a valid HKID card (including both Hong Kong Residents and +Hong Kong Permanent Residents), the HKID number must be used when making an application to subscribe for Hong +Kong Offer Shares. Similarly for corporate applicants, a LEI number must be used if an entity has a LEI certificate. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 276 – + + +--- page 286 --- +(3) If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will be required. If +the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the asset management +company or the individual fund, as appropriate, which has opened a trading account with the broker will be required, +as above. +(4) The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice. +(5) If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document), the identity +document’s issuing country or jurisdiction, the identity document type; and (ii), the identity document number, for each +of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint beneficial owner. If you do not +include this information, the application will be treated as being made for your benefit. +(6) If you are applying as an unlisted company and (i) the principal business of that company is dealing in securities; and +(ii) you exercise statutory control over that company, then the application will be treated as being for your benefit and +you should provide the required information in your application as stated above. +“Unlisted company” means a company with no equity securities listed on the Stock Exchange or any other stock +exchange. +“Statutory control” means you: + control the composition of the board of directors of the company; + control more than half of the voting power of the company; or + hold more than half of the issued share capital of the company (not counting any part of it which carries no right +to participate beyond a specified amount in a distribution of either profits or capital). +For those applying through HKSCC EIPO channel, and making an application under a power of +attorney, we and the Sponsor-Overall Coordinator, as our agent, have discretion to consider whether to +accept it on any conditions we think fit, including evidence of the attorney’s authority. +Failing to provide any required information may result in your application being rejected. +4. Permitted Number of Hong Kong Offer Shares for Application +Board lot size : 100 H 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 maximum Offer Price is HK$85.50 per H Share. If +you are applying through the HKSCC EIPO channel, +your broker or custodian may require you to pre-fund +your application, in such amount as determined by the +broker or custodian, based on the applicable laws and +regulations in Hong Kong. Y ou are responsible for +complying with any such pre-funding requirement +imposed by your broker or custodian with respect to the +Hong Kong Offer Shares you applied for. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 277 – + + +--- page 287 --- +By instructing your broker or custodian to apply for the +Hong Kong Offer Shares on your behalf through the +HKSCC EIPO channel, you (and, if you are joint +applicants, each of you jointly and severally) are +deemed to have instructed and authorized HKSCC to +cause HKSCC Nominees (acting as nominee for the +relevant HKSCC Participants) to arrange payment of the +Offer Price, brokerage, SFC transaction levy, the Stock +Exchange trading fee and the AFRC transaction levy by +debiting the relevant nominee bank account at the +Designated Bank for your broker or custodian. +If you are applying through the HK eIPO White Form +service, you may refer to the table below for the amount +payable for the number of H Shares you have selected. +Y ou must pay the respective maximum amount payable +on application in full upon application for Hong Kong +Offer Shares. +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +HK$ HK$ HK$ HK$ +100 8,636.22 2,000 172,724.54 10,000 863,622.68 200,000 17,272,453.50 +200 17,272.46 2,500 215,905.67 20,000 1,727,245.36 250,000 21,590,566.88 +300 25,908.68 3,000 259,086.80 30,000 2,590,868.03 300,000 25,908,680.26 +400 34,544.90 3,500 302,267.94 40,000 3,454,490.70 336,000 +(1) 29,017,721.88 +500 43,181.13 4,000 345,449.06 50,000 4,318,113.38 +600 51,817.37 4,500 388,630.21 60,000 5,181,736.06 +700 60,453.59 5,000 431,811.33 70,000 6,045,358.73 +800 69,089.81 6,000 518,173.60 80,000 6,908,981.40 +900 77,726.05 7,000 604,535.88 90,000 7,772,604.08 +1,000 86,362.27 8,000 690,898.15 100,000 8,636,226.76 +1,500 129,543.40 9,000 777,260.41 150,000 12,954,340.13 +(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the Hong Kong Offer +Shares initially offered. +(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction +levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) +or to the HK eIPO White Form Service Provider (for applications made through the application channel of the HK eIPO +White Form service) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be +paid to the SFC, the Stock Exchange and the AFRC, respectively. +5. Multiple Applications Prohibited +Y ou or your joint applicant(s) shall not make more than one application for your own benefit, except +where you are a nominee and provide the information of the underlying investor in your application as +required under the paragraph headed “—A. Application for Hong Kong Offer Shares—3. Information +Required to Apply” in this section. If you are suspected of submitting or cause to submit more than one +application, all of your applications will be rejected. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 278 – + + +--- page 288 --- +Multiple applications made either through (i) the HK eIPO White Form service, (ii) HKSCC EIPO +channel, or (iii) both channels concurrently are prohibited and will be rejected. If you have made an +application through the HK eIPO White Form service or HKSCC EIPO channel, you or the person(s) +for whose benefit you have made the application shall not apply for any International Offer Shares. +The H Share Registrar would record all applications into its system and identify suspected multiple +applications with identical names and identification document numbers according to the Best Practice +Note on Treatment of Multiple/Suspected Multiple Applications (“ Best Practice Note ”) issued by the +Federation of Share Registrars Limited. +Since applications are subject to personal information collection statements, identification document +numbers displayed are redacted. +6. Terms and Conditions of An Application +By applying for Hong Kong Offer Shares through the HK eIPO White Form service or HKSCC +EIPO channel, you (or as the case may be, HKSCC Nominees will do the following things on your behalf): +(i) undertake to execute all relevant documents and instruct and authorize us and/or the +Sponsor-Overall Coordinator, as our agents, to execute any documents for you and to do on +your behalf all things necessary to register any Hong Kong Offer Shares allocated to you in +your name or in the name of HKSCC Nominees as required by the Articles of Association, and +(if you are applying through the HKSCC EIPO channel) to deposit the allotted Hong Kong +Offer Shares directly into CCASS for the credit of your designated HKSCC Participant’s stock +account on your behalf; +(ii) confirm that you have read and understand the terms and conditions and application procedures +set out in this prospectus and the designated website of the HK eIPO White Form service (or +as the case may be, the agreement you entered into with your broker or custodian), and agree +to be bound by them; +(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements, +undertakings and warranties under the participant agreement between your broker or custodian +and HKSCC and observe the General Rules of HKSCC and the HKSCC Operational Procedures +for giving application instructions to apply for Hong Kong Offer Shares; +(iv) confirm that you are aware of the restrictions on offers and sales of shares set out in this +prospectus and they do not apply to you, or the person(s) for whose benefit you have made the +application; +(v) confirm that you have read this prospectus and any supplement to it and have relied only on +the information and representations contained therein in making your application (or as the +case may be, causing your application to be made) and will not rely on any other information +or representations; +(vi) agree that the Relevant Persons, the H Share Registrar and HKSCC will not be liable for any +information and representations not in this prospectus and any supplement to it; +(vii) agree to disclose the details of your application and your personal data and any other personal +data which may be required about you and the person(s) for whose benefit you have made the +application to us, the Relevant Persons, the H Share Registrar, HKSCC, HKSCC Nominees, the +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 279 – + + +--- page 289 --- +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—Purposes” and “—G. Personal Data—4. Transfer of personal +data” in this section; +(viii) agree (without prejudice to any other rights which you may have once your application (or as +the case may be, HKSCC Nominees’ application) has been accepted) that you will not rescind +it because of an innocent misrepresentation; +(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and Miscellaneous +Provisions) Ordinance, any application made by you or HKSCC Nominees on your behalf +cannot be revoked once it is accepted, which will be evidenced by the notification of the result +of the ballot by the H Share Registrar by way of publication of the results at the time and in +the manner as specified in the paragraph headed “—B. Publication of Results” in this section; +(x) confirm that you are aware of the situations specified in the paragraph headed “—C. +Circumstances In Which 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 H Shares registered in your name or otherwise held by you; +(xiv) warrant that the information you have provided is true and accurate; +(xv) confirm that you understand that we and the Sponsor-Overall Coordinator will rely on your +declarations and representations in deciding whether or not to allocate any Hong Kong Offer +Shares to you and that you may be prosecuted for making a false declaration; +(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated to you +under the application; +(xvii) declare and represent that this is the only application made and the only application intended +by you to be made to benefit you or the person for whose benefit you are applying; +(xviii) (if the application is made for your own benefit) warrant that no other application has been or +will be made for your benefit by giving electronic application instructions to HKSCC directly +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 280 – + + +--- page 290 --- +or indirectly or through the application channel of the HK eIPO White Form service or by any +one as your agent or by any other person; and +(xix) (if you are making the application as an agent for the benefit of another person) warrant that +(1) no other application has been or will be made by you as agent for or for the benefit of that +person or by that person or by any other person as agent for that person by giving electronic +application instructions to HKSCC or to the HK eIPO White Form Service Provider and (2) +you have due authority to give electronic application instructions on behalf of that other person +as its agent. +B. PUBLICATION OF RESULTS +Results of Allocation +Y ou can check whether you are successfully allocated any Hong Kong Offer Shares through: +Platform Date/Time +Applying through the HK eIPO White Form service or HKSCC EIPO channel: +Website From the “Allotment Results” page at +www.tricor.com.hk/ipo/result or +www.hkeipo.hk/IPOResult with a “search by +ID” function. +The full list of (i) wholly or partially successful +applicants using the HK eIPO White Form +service and HKSCC EIPO channel, and (ii) the +number of Hong Kong Offer Shares +conditionally allotted to them, among other +things, will be displayed at +www.tricor.com.hk/ipo/result or +www.hkeipo.hk/IPOResult . +24 hours, from 11:00 p.m. +on Monday, June 29, +2026 to 12:00 midnight +on Sunday, July 5, 2026 +(Hong Kong time) +The Stock Exchange’s website at +www.hkexnews.hk and our website at +www.laifual.com which will provide links to +the above mentioned websites of the H Share +Registrar. +No later than 11:00 p.m. +on Monday, June 29, +2026 (Hong Kong time). +Telephone +852 3691 8488—the allocation results telephone +enquiry line provided by the H Share Registrar +between 9:00 a.m. and +6:00 p.m., on Tuesday, +June 30, 2026 to +Monday, July 6, 2026 +(Hong Kong time) on a +business day +For those applying through HKSCC EIPO channel, you may also check with your broker or +custodian from 6:00 p.m. on Friday, June 26, 2026 (Hong Kong time). +HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on Friday, June +26, 2026 on a 24-hour basis and should report any discrepancies on allotments to HKSCC as soon as +practicable. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 281 – + + +--- page 291 --- +Allocation Announcement +We expect to announce the final Offer Price, the level of indications of interest in the International +Offering, the level of applications in the Hong Kong Public Offering and the basis of allocations of Hong +Kong Offer Shares on the Stock Exchange’s website at www.hkexnews.hk and our website at +www.laifual.com by no later than 11:00 p.m. on Monday, June 29, 2026 (Hong Kong time). +C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER +SHARES +Y ou should note the following situations in which Hong Kong Offer Shares will not be allocated to +you or the person(s) for whose benefit you are applying for: +1. If your application is revoked: +Y our application or the application made by HKSCC Nominees on your behalf may be revoked +pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. +2. If we or our agents exercise our discretion to reject your application: +We, the Sponsor-Overall Coordinator, the H Share Registrar and their respective agents and +nominees have full discretion to reject or accept any application, or to accept only part of any application, +without giving any reasons. +3. If the allocation of Hong Kong Offer Shares is void: +The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not grant +permission to list the H Shares either: + within three weeks from the closing date of the application lists; or + within a longer period of up to six weeks if the Stock Exchange notifies us of that longer period +within three weeks of the closing date of the application lists. +4. If: + you make multiple applications or suspected multiple applications. Y ou may refer to the +paragraph headed “—A. Application for Hong Kong Offer Shares—5. Multiple Applications +Prohibited” in this section on what constitutes multiple applications; + your application instruction is incomplete; + your payment (or confirmation of funds, as the case may be) is not made correctly; + the Underwriting Agreements do not become unconditional or are terminated; + we or the Sponsor-Overall Coordinator believe that by accepting your application, it or we +would violate applicable securities or other laws, rules or regulations. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 282 – + + +--- page 292 --- +5. If there is money settlement failure for allotted H Shares: +Based on the arrangements between HKSCC Participants and HKSCC, HKSCC Participants will be +required to hold sufficient application funds on deposit with their Designated Bank before balloting. After +balloting of Hong Kong Offer Shares, the Receiving Bank will collect the portion of these funds required +to settle each HKSCC Participant’s actual Hong Kong Offer Share allotment from their Designated Bank. +There is a risk of money settlement failure. In the extreme event of money settlement failure by +a HKSCC Participant (or its Designated Bank), who is acting on your behalf in settling payment for your +allotted H Shares, HKSCC will contact the defaulting HKSCC Participant and its Designated Bank to +determine the cause of failure and request such defaulting HKSCC Participant to rectify or procure to +rectify the failure. +However, if it is determined that such settlement obligation cannot be met, the affected Hong Kong +Offer Shares will be reallocated to the International Offering. Hong Kong Offer Shares applied for by you +through the broker or custodian may be affected to the extent of the settlement failure. In the extreme case, +you will not be allocated any Hong Kong Offer Shares due to the money settlement failure by such HKSCC +Participant. None of us, the Relevant Persons, the H Share Registrar and HKSCC is or will be liable if +Hong Kong Offer Shares are not allocated to you due to the money settlement failure. +D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF +APPLICATION MONIES +Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you under the +Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO channel +where the H Share certificates will be deposited into CCASS as described below). +No temporary document of title will be issued in respect of the H Shares. No receipt will be issued +for sums paid on application. +H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, +provided that the Global Offering has become unconditional and the right of termination described in the +section headed “Underwriting” has not been exercised. Investors who trade H Shares prior to the receipt +of H Share certificates or the H Share certificates becoming valid evidence of title do so entirely at their +own risk. +The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus application +monies pending clearance of application monies. +The following sets out the relevant procedures and time: +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 283 – + + +--- page 293 --- +HK eIPO White Form service HKSCC EIPO channel +For application of +200,000 Hong +Kong Offer +Shares or more +Collection in person at the H Share Registrar, +Tricor Investor Services Limited, at 17/F, +Far East Finance Centre, 16 Harcourt Road, +Hong Kong +Time: from 9:00 a.m. to 1:00 p.m. on +Tuesday, June 30, 2026 (Hong Kong time) +If you are an individual, you must not +authorize any other person to collect for +you. If you are a corporate applicant, your +authorized representative must bear a letter +of authorization from your corporation +stamped with your corporation’s chop. +Both individuals and authorized +representatives must produce, at the time of +collection, evidence of identity acceptable to +the H Share Registrar. +H Share certificate(s) will +be issued in the name of +HKSCC Nominees, +deposited into CCASS +and credited to your +designated HKSCC +Participant’s stock +account +No action by you is +required +Note: If you do not collect your H Share +certificate(s) personally within the time +above, it/they will be sent to the address +specified in your application instructions by +ordinary post at your own risk. +For application of +less than 200,000 +Hong Kong +Offer Shares +Y our H Share certificate(s) will be sent to the +address specified in your application +instructions by ordinary post at your own +risk +Date: Monday, June 29, 2026 +Refund mechanism for surplus application monies paid by you +Date Tuesday, June 30, 2026 Subject to the arrangement +between you and your +broker or custodian +Responsible party H Share Registrar Y our broker or custodian +Application monies +paid through +single bank +account +HK eIPO White Form e-Auto Refund +payment instructions to your designated +bank account +Y our broker or custodian +will arrange refund to +your designated bank +account subject to the +arrangement between +you and it +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 284 – + + +--- page 294 --- +HK eIPO White Form service HKSCC EIPO channel +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 +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 Monday, +June 29, 2026 rendering it impossible for the relevant H Share certificates to be despatched to HKSCC in a timely +manner, the Company shall procure the H Share Registrar to arrange for delivery of the supporting documents and H +Share certificates in accordance with the contingency arrangements as agreed between them. Y ou may refer to “—E. +Bad Weather Arrangements” in this section. +E. BAD WEATHER ARRANGEMENTS +The Opening and Closing of the Application Lists +The application lists will not open or close on Thursday, June 25, 2026 if, there is/are: + a tropical cyclone warning signal number 8 or above; + a black rainstorm warning; and/or + Extreme Conditions, +(collectively, “ Bad Weather Signals ”), in force in Hong Kong at any time between 9:00 a.m. and 12:00 +noon on Thursday, June 25, 2026. +Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the next +business day which does not have Bad Weather Signals in force at any time between 9:00 a.m. and 12:00 +noon. +Prospective investors should be aware that a postponement of the opening/closing of the application +lists may result in a delay in the listing date. Should there be any changes to the dates mentioned in the +section headed “Expected Timetable” in this prospectus, an announcement will be made and published on +the Stock Exchange’s website at www.hkexnews.hk and our website at www.laifual.com of the revised +timetable. +If a Bad Weather Signal is hoisted on Monday, June 29, 2026, the H Share Registrar will make +appropriate arrangements for the delivery of the H Share certificates to the CCASS Depository’s service +counter so that they would be available for trading on Tuesday, June 30, 2026. +If a Bad Weather Signal is hoisted on Monday, June 29, 2026, for application of less than 200,000 +Hong Kong Offer Shares, the despatch of physical H Share certificate(s) will be made by ordinary post +when the post office re-opens after the Bad Weather Signal is lowered or canceled (e.g. in the afternoon +of Monday, June 29, 2026 or on Tuesday, June 30, 2026). +If a Bad Weather Signal is hoisted on Tuesday, June 30, 2026, for application of 200,000 Hong Kong +Offer Shares or more, physical H Share certificate(s) will be available for collection in person at the H +Share Registrar’s office after the Bad Weather Signal is lowered or canceled (e.g. in the afternoon of +Tuesday, June 30, 2026 or on Thursday, July 2, 2026). +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 285 – + + +--- page 295 --- +Prospective investors should be aware that if they choose to receive physical H Share +certificates issued in their own name, there may be a delay in receiving the H Share certificates. +F. ADMISSION OF THE H SHARES INTO CCASS +If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the Stock +Exchange and we comply with the stock admission requirements of HKSCC, the H Shares will be accepted +as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date +of commencement of dealings in the H Shares or any other date HKSCC chooses. Settlement of +transactions between Exchange Participants is required to take place in CCASS on the second settlement +day after any trading day. +All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC Operational +Procedures in effect from time to time. +All necessary arrangements have been made enabling the H Shares to be admitted into CCASS. +Y ou should seek the advice of your broker or other professional advisor for details of the settlement +arrangement as such arrangements may affect your rights and interests. +G. PERSONAL DATA +The following Personal Information Collection Statement applies to any personal data collected and +held by the Company, the H Share Registrar, the receiving bank and the Relevant Persons about you in +the same way as it applies to personal data about applicants other than HKSCC Nominees. This personal +data may include client identifier(s) and your identification information. By giving application instructions +to HKSCC, you acknowledge that you have read, understood and agree to all of the terms of the Personal +Information Collection Statement below. +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 H Share Registrar in relation to +personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong). +2. Reasons for the Collection of Y our 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 H Share Registrar is accurate and up-to-date +when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares into or out of their +names or in procuring the services of the H Share Registrar. +Failure to supply the requested data or supplying inaccurate data may result in your application for +Hong Kong Offer Shares being rejected, or in the delay or the inability of the Company or the H Share +Registrar to effect transfers or otherwise render their services. It may also prevent or delay registration or +transfers of Hong Kong Offer Shares which you have successfully applied for and/or the despatch of H +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 H Share Registrar immediately of any inaccuracies in the personal data supplied. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 286 – + + +--- page 296 --- +3. Purposes +Y our personal data may be used, held, processed, and/or stored (by whatever means) for the +following purposes: + processing your application and refund cheque and HK eIPO White Form e-Auto Refund +payment instruction(s), where applicable, verification of compliance with the terms and +application procedures set out in this prospectus and announcing results of allocation of Hong +Kong Offer Shares; + compliance with applicable laws and regulations in Hong Kong and elsewhere; + registering new issues or transfers into or out of the names of the holders of the H 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 H Shares and identifying any duplicate +applications for the H Shares; + facilitating Hong Kong Offer Shares balloting; + establishing benefit entitlements of holders of the H Shares, such as dividends, rights issues, +bonus issues, etc.; + distributing communications from the Company and its subsidiaries; + compiling statistical information and profiles of the holder of the H Shares; + disclosing relevant information to facilitate claims on entitlements; and + any other incidental or associated purposes relating to the above and/or to enable the Company +and the H Share Registrar to discharge their obligations to applicants and holders of the H +Shares and/or regulators and/or any other purposes to which applicants and holders of the H +Shares may from time to time agree. +4. Transfer of Personal Data +Personal data held by the Company and the H Share Registrar relating to the applicants for and +holders of Hong Kong Offer Shares will be kept confidential but the Company and the H Share Registrar +may, to the extent necessary for achieving any of the above purposes, disclose, obtain or transfer (whether +within or outside Hong Kong) the personal data to, from or with any of the following: + the Company’s appointed agents such as financial advisers, receiving bank and overseas +principal share registrar; + HKSCC or HKSCC Nominees, who will use the personal data and may transfer the personal +data to the H Share Registrar, in each case for the purposes of providing its services or facilities +or performing its functions in accordance with its rules or procedures and operating FINI and +CCASS (including where applicants for the Hong Kong Offer Shares request a deposit into +CCASS); +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 287 – + + +--- page 297 --- + any agents, contractors or third-party service providers who offer administrative, +telecommunications, computer, payment or other services to the Company or the H Share +Registrar in connection with their respective business operation; + the Stock Exchange, the SFC and any other statutory regulatory or governmental bodies or +otherwise as required by laws, rules or regulations, including for the purpose of the Stock +Exchange’s administration of the Listing Rules and the SFC’s performance of its statutory +functions; and + any persons or institutions with which the holders of Hong Kong Offer Shares have or propose +to have dealings, such as their bankers, solicitors, accountants or brokers etc. +5. Retention of Personal Data +The Company and the H Share Registrar will keep the personal data of the applicants and holders +of Hong Kong Offer Shares for as long as necessary to fulfill the purposes for which the personal data were +collected. Personal data which is no longer required will be destroyed or dealt with in accordance with the +Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong). +6. Access to and Correction of Personal Data +Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether the +Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and to correct +any data that is inaccurate. The Company and the H Share Registrar have the right to charge a reasonable +fee for the processing of such requests. All requests for access to data or correction of data should be +addressed to the Company and the H Share Registrar, at their registered address disclosed in the section +headed “Corporate Information” in this prospectus or as notified from time to time, for the attention of the +company secretary, or the H Share Registrar for the attention of the privacy compliance officer. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 288 – + + +--- page 298 --- +The following is the text of a report set out on pages I-1 to I-47, received from the Company’ s +reporting accountants, KPMG, Certified Public Accountants, Hong Kong, for the purpose of incorporation +in this prospectus. +ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE +DIRECTORS OFʮ̡ ZHEJIANG LAIFUAL DRIVE CO., LTD. AND +CMB INTERNATIONAL CAPITAL LIMITED +Introduction +We report on the historical financial information ofʮ̡ Zhejiang +Laifual Drive Co., Ltd. (the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-3 +to I-47, which comprises the consolidated statements of financial position of the Group and the statements +of financial position of the Company as at December 31, 2023, 2024 and 2025, and the consolidated +statements of profit or loss and other comprehensive income, the consolidated statements of changes in +equity and the consolidated cash flow statements, for each of the years ended December 31, 2023, 2024 +and 2025 (the “Track Record Period”), and material accounting policy information and other explanatory +information (together, the “Historical Financial Information”). The Historical Financial Information set +out on pages I-3 to I-47 forms an integral part of this report, which has been prepared for inclusion in the +prospectus of the Company dated June 22, 2026 (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 preparation and presentation set out in Note +1 to the Historical Financial Information, and for such internal control as the directors of the Company +determine is necessary to enable the preparation of the Historical Financial Information that is free from +material misstatement, whether due to fraud or error. +Reporting accountants’ responsibility +Our responsibility is to express an opinion on the Historical Financial Information and to report our +opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment Circular +Reporting Engagements 200 “Accountants’ Reports on Historical Financial Information in Investment +Circulars” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”). This +standard requires that we comply with ethical standards and plan and perform our work to obtain +reasonable assurance about whether the Historical Financial Information is free from material +misstatement. +APPENDIX I ACCOUNTANTS’ REPORT +– I-1 – + + +--- page 299 --- +Our work involved performing procedures to obtain evidence about the amounts and disclosures in +the Historical Financial Information. The procedures selected depend on the reporting accountants’ +judgment, including the assessment of risks of material misstatement of the Historical Financial +Information, whether due to fraud or error. In making those risk assessments, the reporting accountants +consider internal control relevant to the entity’s preparation of Historical Financial Information that gives +a true and fair view in accordance with the basis of preparation and presentation set out in Note 1 to the +Historical Financial Information in order to design procedures that are appropriate in the circumstances, +but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Our +work also included evaluating the appropriateness of accounting policies used and the reasonableness of +accounting estimates made by the directors, as well as evaluating the overall presentation of the Historical +Financial Information. +We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for +our opinion. +Opinion +In our opinion, the Historical Financial Information gives, for the purpose of the accountants’ report, +a true and fair view of the Company’s and the Group’s financial position as at December 31, 2023, 2024 +and 2025, and of the Group’s financial performance and cash flows for the Track Record Period in +accordance with the basis of preparation and presentation set out in Note 1 to the Historical Financial +Information. +Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange of +Hong Kong Limited and the Companies (Winding Up and Miscellaneous Provisions) Ordinance +Adjustments +In preparing the Historical Financial Information, no adjustments to the Underlying Financial +Statements as defined on page I-4 have been made. +Dividends +We refer to Note 25(b) to the Historical Financial Information which states that no dividends have +been paid by the Company in respect of the Track Record Period. +KPMG +Certified Public Accountants +8th Floor, Prince’s Building +10 Chater Road +Central, Hong Kong +June 22, 2026 +APPENDIX I ACCOUNTANTS’ REPORT +– I-2 – + + +--- page 300 --- +HISTORICAL FINANCIAL INFORMATION +Set out below is the Historical Financial Information which forms an integral part of this +accountants’ report. +The consolidated financial statements of the Group for the Track Record Period, on which the +Historical Financial Information is based, were audited by KPMG under separate terms of engagement +with the Company in accordance with Hong Kong Standards on Auditing issued by the HKICPA (the +“Underlying Financial Statements”). +APPENDIX I ACCOUNTANTS’ REPORT +– I-3 – + + +--- page 301 --- +CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE +INCOME +Y ears ended December 31, +Note 2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Revenue /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004 94,545 107,714 260,867 +Cost of sales /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(66,688) (81,787) (194,004) +Gross profit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,857 25,927 66,863 +Other net income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 7,383 8,573 6,186 +Selling and marketing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,285) (6,437) (9,205) +Administrative expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(18,214) (16,050) (29,933) +Research and development expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(31,694) (33,267) (49,231) +Impairment loss on trade and other +receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,927) (1,685) (8,189) +Loss from operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(22,880) (22,939) (23,509) +Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(a) (855) (787) (2,050) +Change in the carrying amount of redemption +liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 (145,050) (145,050) (145,050) +Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168,785) (168,776) (170,609) +Income tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007 ––– +Loss for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168,785) (168,776) (170,609) +Loss attributable to equity shareholders of the +Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168,785) (168,776) (170,609) +Loss per share +Basic and diluted (RMB) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010 (1.92) (1.92) (1.95) +Other comprehensive income for the year /H1100/H1100/H1100/H1100 ––– +Total comprehensive income for the year /H1100/H1100/H1100(168,785) (168,776) (170,609) +Total comprehensive income attributable to +equity shareholders of the Company /H1100/H1100/H1100/H1100/H1100/H1100(168,785) (168,776) (170,609) +The accompanying notes form part of the Historical Financial Information. +APPENDIX I ACCOUNTANTS’ REPORT +– I-4 – + + +--- page 302 --- +CONSOLIDATED STATEMENTS OF FINANCIAL POSITION +As at December 31, +Note 2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Non-current assets +Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 122,257 161,705 219,476 +Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 29,748 22,555 18,913 +Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 3,895 3,119 1,832 +Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 5,290 7,976 14,887 +Time deposits with banks /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 – 40,632 41,702 +161,190 235,987 296,810----------- ----------- ----------- +Current assets +Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 74,289 86,895 111,521 +Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 84,657 94,951 238,537 +Time deposits with banks /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 10,000 – – +Financial assets measured at fair value through +profit and loss (“FVPL”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 – – 35,078 +Restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 463 8,422 6,345 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 147,413 70,761 33,753 +316,822 261,029 425,234----------- ----------- ----------- +Current liabilities +Interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 18,228 32,353 104,813 +Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020 22,377 46,269 111,458 +Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100597 1,754 2,634 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 1,075 5,027 722 +Redemption liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 917,300 1,062,350 1,207,400 +959,577 1,147,753 1,427,027----------- ----------- ----------- +Net current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(642,755) (886,724) (1,001,793)----------- ----------- ----------- +Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(481,565) (650,737) (704,983)----------- ----------- ----------- +Non-current liabilities +Interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 – 7,300 91,128 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 7,479 715 864 +Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023 12,898 11,966 23,656 +20,377 19,981 115,648----------- ----------- ----------- +NET LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(501,942) (670,718) (820,631) +CAPITAL AND RESERVES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025 +Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110087,924 87,924 89,957 +Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(589,866) (758,642) (910,588) +TOTAL DEFICIT /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(501,942) (670,718) (820,631) +The accompanying notes form part of the Historical Financial Information. +APPENDIX I ACCOUNTANTS’ REPORT +– I-5 – + + +--- page 303 --- +STATEMENTS OF FINANCIAL POSITION OF THE COMPANY +As at December 31, +Note 2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Non-current assets +Property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011 118,567 160,430 219,052 +Right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012 25,328 21,236 17,154 +Intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110013 2,588 2,070 1,043 +Investment in subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014 117,150 124,479 126,579 +Other non-current assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 5,054 7,976 14,887 +Time deposits with banks /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 – 40,632 41,702 +268,687 356,823 420,417----------- ----------- ----------- +Current assets +Inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015 72,918 85,534 110,871 +Trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110016 96,840 117,738 269,155 +Time deposits with banks /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 10,000 – – +Financial assets measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017 – – 35,078 +Restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 463 8,422 6,345 +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 147,289 70,521 33,514 +327,510 282,215 454,963----------- ----------- ----------- +Current liabilities +Interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 18,228 32,353 104,813 +Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110020 110,583 130,393 192,028 +Contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100577 1,734 2,614 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 – 4,548 – +Redemption liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 917,300 1,062,350 1,207,400 +1,046,688 1,231,378 1,506,855----------- ----------- ----------- +Net current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(719,178) (949,163) (1,051,892)----------- ----------- ----------- +Total assets less current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(450,491) (592,340) (631,475)----------- ----------- ----------- +Non-current liabilities +Interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110019 – 7,300 91,128 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021 4,389 – – +Deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110023 12,898 11,966 23,656 +17,287 19,266 114,784----------- ----------- ----------- +NET LIABILITIES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(467,778) (611,606) (746,259) +CAPITAL AND RESERVES /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025 +Share capital /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110087,924 87,924 89,957 +Reserves /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(555,702) (699,530) (836,216) +TOTAL DEFICIT /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(467,778) (611,606) (746,259) +The accompanying notes form part of the Historical Financial Information. +APPENDIX I ACCOUNTANTS’ REPORT +– I-6 – + + +--- page 304 --- +CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY +Note +Share +capital +Share +premium +Capital +reserve +Accumulated +losses Total deficit +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Balance at January 1, 2023 /H1100/H1100 87,924 435,202 (483,500) (372,783) (333,157) +Changes in equity for 2023 +Loss and total comprehensive +income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (168,785) (168,785) +Balance at December 31, 2023 +and January 1, 2024 /H1100/H1100/H1100/H1100/H110087,924 435,202 (483,500) (541,568) (501,942) +Changes in equity for 2024 +Loss and total comprehensive +income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (168,776) (168,776) +Balance at December 31, 2024 +and January 1, 2025 /H1100/H1100/H1100/H1100/H110087,924 435,202 (483,500) (710,344) (670,718) +Changes in equity for 2025 +Loss and total comprehensive +income for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (170,609) (170,609) +Contribution from a +shareholder /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025(c) 2,033 15,441 – – 17,474 +Equity-settled share-based +transactions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110024 – – 3,222 – 3,222 +Balance at December 31, +2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110089,957 450,643 (480,278) (880,953) (820,631) +The accompanying notes form part of the Historical Financial Information. +APPENDIX I ACCOUNTANTS’ REPORT +– I-7 – + + +--- page 305 --- +CONSOLIDATED CASH FLOW STATEMENTS +Y ears ended December 31, +Note 2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Operating activities +Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(35,229) (33,693) (63,411) +Income tax paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– – +Net cash used in operating activities /H1100/H1100/H1100/H1100/H1100/H110018(c) (35,229) (33,693) (63,411)----------- ----------- ----------- +Investing activities +Payment for purchase of property, plant and +equipment and intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(62,073) (48,173) (117,727) +Proceeds from disposal of property, plant and +equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100337 40 95 +Proceeds from disposal of financial assets +measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110081,432 – 180,417 +Placement of financial assets measured at +FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (215,000) +Placement of short-term time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100(30,000) (50,000) – +Redemption of short-term time deposits /H1100/H1100/H1100/H1100/H110020,000 60,000 – +Purchase of long-term time deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (40,000) – +Interest received /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100139 37 – +Net cash generated from/(used in) investing +activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,835 (78,096) (152,215)----------- ----------- ----------- +Financing activities +Proceeds from interest-bearing borrowings /H1100/H1100/H1100 25,662 48,573 203,641 +Repayment of interest-bearing borrowings /H1100/H1100/H1100/H1100 – (12,100) (34,800) +Contributions from a shareholder /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025(c) – – 17,474 +Interest paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(79) (454) (2,543) +Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(9,464) (563) (5,115) +Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100(776) (344) (37) +Net cash generated from financing +activities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,343 35,112 178,620----------- ----------- ----------- +Net decrease in cash and cash equivalents /H1100/H1100 (10,051) (76,677) (37,006) +Cash and cash equivalents at January 1 /H1100/H1100/H1100/H1100157,480 147,413 70,761 +Effect of foreign exchange rate changes /H1100/H1100/H1100/H1100(16) 25 (2) +Cash and cash equivalents at December 31 /H1100 147,413 70,761 33,753 +The accompanying notes form part of the Historical Financial Information. +APPENDIX I ACCOUNTANTS’ REPORT +– I-8 – + + +--- page 306 --- +NOTES TO THE HISTORICAL FINANCIAL INFORMATION +1 BASIS OF PREPARATION AND PRESENTATION OF HISTORICAL FINANCIAL INFORMATION +ʮ̡ Zhejiang Laifual Drive Co., Ltd. (the “Company”) was incorporated in the Zhejiang +Province, the People’s Republic of China (the “PRC”) in November 2013 as a joint stock limited liability company. +During the Track Record Period, the Company and its subsidiaries (together, the “Group”) are principally engaged in research +and development, manufacturing and sales of harmonic reducers and other related products. +The functional currency of the Company is Renminbi (“RMB”). The consolidated financial statements are presented in +Renminbi as all of the Group’s operations are conducted by the Company and its subsidiaries established in the PRC and the +functional currency of which is RMB. +The statutory financial statements of the Company for the year ended December 31, 2023 were prepared in accordance with +the Accounting Standards for Business Enterprises issued by the Ministry of Finance of the PRC (the “PRC GAAP”) audited by BDO +China Shu Lun Pan Certified Public Accountants LLP Zhejiang Branch* (ה(౷ஷΥྫ)הThe statutory +financial statements of the Company for the years ended December 31, 2024 and 2025 were prepared in accordance with the PRC +GAAP audited by Shengzhou Xinyuan Certified Public Accountants Co., Ltd.* (ʮ̡). +As at the date of this report, the Company has direct interests in the following subsidiaries, all of which are private limited +liability companies: +Name of company +Place and date of +incorporation/ +establishment +Particulars of issued +and paid-in capital +Held by the Company +and the Group Principal activities +Shengzhou Laifual Transmission +Technology Co., Ltd.* (i) +(ʮ̡) +the PRC/July 9, +2019 +RMB30,000,000/ +RMB27,170,000 +100% Research and +development of +harmonic +reducers and +related products +Jiangsu Laifual Transmission +Technology Co., Ltd.* (i) +(ʮ̡) +the PRC/March 18, +2020 +RMB35,000,000/ +RMB35,000,000 +100% Marketing, product +distribution and +customer service +Xiamen Laifual Drive +Technology Co., Ltd.* (ii) +(ࠢ +ʮ̡) +the PRC/ +December 9, +2021 +RMB50,000,000/ +RMB50,000,000 +100% Marketing, product +distribution and +customer service +Nanjing Cmd Robot Technology +Co., Ltd.* (i) +(ࠢ +ʮ̡) +The PRC/ +November 17, +2022 +RMB10,000,000/ +RMB10,000,000 +100% Research and +development of +complex joint +modules and +related products +Shenzhen Laifual Transmission +Technology Co., Ltd.* (iii) +(ʮ̡) +the PRC/ +February 28, +2023 +RMB50,000,000/ +RMB5,000,000 +100% Marketing, product +distribution and +customer service +Chongqing Laifual Transmission +Technology Co., Ltd.* (i) +(ࠢ +ʮ̡) +the PRC/ +September 1, +2025 +RMB1,000,000/ +RMB1,000,000 +100% Research and +development of +harmonic +reducers and +related products +Laifual (Ji’ning) Technology +Co., Ltd.* (i) +(Ը၅(ྐྵ)ʮ̡) +the PRC/ +September 29, +2025 +RMB1,000,000/ +RMB1,000 +100% Marketing, product +distribution and +customer service +Notes: +(i) No audited financial statements were prepared for these companies for the years ended December 31, 2023, 2024 and +2025. +(ii) No audited financial statements were prepared for the years ended December 31, 2023 and 2024. The statutory financial +statements prepared in accordance with the PRC GAAP for the year ended December 31, 2025 were audited by Xiamen +Puxia Accountant Affairs (General Partnership)* (ה(౷ஷΥྫ)). +(iii) No audited financial statements were prepared for the years ended December 31, 2023 and 2024. The statutory financial +statements prepared in accordance with the PRC GAAP for the year ended December 31, 2025 were audited by +Shengzhou Xinyuan Certified Public Accountants Co., Ltd.* (ʮ̡). +* The English translation of the name of these companies is for reference only. The official names of these companies +are in Chinese. +APPENDIX I ACCOUNTANTS’ REPORT +– I-9 – + + +--- page 307 --- +All companies now comprising the Group have adopted December 31 as their financial year end date. +The Historical Financial Information has been prepared assuming the Group will continue as a going concern notwithstanding +as at December 31, 2025, the Group had net liabilities of RMB820,631,000 and net current liabilities of RMB1,001,793,000, which +is primarily due to the redemption liabilities of RMB1,207,400,000 arising from the financing with redemption rights from the +investors before its initial public offering. The directors of the Company are of the opinion that no payment is expected for the +settlement of the redemption liabilities as the related redemption rights would be terminated and the redemption liabilities would be +converted into equity upon the qualified initial public offering of the Company’s H shares on the Stock Exchange of Hong Kong +Limited (“Stock Exchange”). Taken the above into consideration, and together with cashflow forecast for the twelve months from +the date of this report prepared by management of the Group, the directors of the Company are of the opinion that the Group has +sufficient financial resources to continue as a going concern for the next twelve months. Accordingly, the directors of the Company +consider it is appropriate to prepare the Historical Financial Information on a going concern basis. +The Historical Financial Information have been prepared in accordance with all applicable IFRS Accounting Standards as +issued by the International Accounting Standards Board (“IASB”). Further details of the material accounting policy information +adopted are set out in Note 2. +The IASB has issued a number of new and revised IFRS Accounting Standards. For the purpose of preparing this Historical +Financial Information, the Group has adopted all applicable new and revised IFRS Accounting Standards to the Track Record Period, +except for any new standards or interpretations that are not yet effective for the Track Record Period, the details of which are set +out in Note 29. +The Historical Financial Information also comply with the applicable disclosure provisions of the Rules Governing the Listing +of Securities on the Stock Exchange. +The accounting policies set out below have been applied consistently to all periods presented in the Historical Financial +Information. +The Historical Financial Information are presented in RMB and all values are rounded to the nearest thousand (RMB’000) +except when otherwise indicated. +2 MATERIAL ACCOUNTING POLICY INFORMATION +(a) Basis of measurement +The measurement basis used in the preparation of the Historical Financial Information is the historical cost basis, except that +the following assets are stated at their fair value as explained in the accounting policies set out below: +– Structured deposits measured at FVPL (see Note 2(d)); +– Bill receivables measured at FVOCI (see Note 2(d)). +(b) Use of estimates and judgements +The preparation of Historical Financial Information in conformity with IFRS Accounting Standards requires management to +make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income, +and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed +to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets +and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. +The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised +in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods +if the revision affects both current and future periods. +Judgments made by management in the application of IFRS Accounting Standards that have significant effect on the Historical +Financial Information and major sources of estimation uncertainty are discussed in Note 3. +APPENDIX I ACCOUNTANTS’ REPORT +– I-10 – + + +--- page 308 --- +(c) Subsidiaries +Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable +returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial +statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the +date on which control ceases. +Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains +or losses) arising from intra-group transactions, are eliminated. Unrealised losses resulting from intra-group transactions are +eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. +Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions. +When the Group loses control of a subsidiary, it derecognises the assets and liabilities of the subsidiary and other components +of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in that former subsidiary is measured at +fair value when control is lost. +In the Company’s statement of financial position, an investment in a subsidiary is stated at cost less impairment losses (see +Note 2(i)(ii), unless it is classified as held for sale (or included in a disposal group classified as held for sale). +(d) Other investments in debt and equity securities +The Group’s policies for investments in securities, other than investments in subsidiaries and associates, are set out below. +Investments in securities are recognised/derecognised on the date the Group commits to purchase/sell the investment. The +investments are initially stated at fair value plus directly attributable transaction costs, except for those investments measured at +FVPL for which transaction costs are recognised directly in profit or loss. For an explanation of how the Group determines fair value +of financial instruments, see Note 26(e). These investments are subsequently accounted for as follows, depending on their +classification. +(i) Non-equity investments +Non-equity investments are classified into one of the following measurement categories: +– amortised cost, if the investment is held for the collection of contractual cash flows which represent solely +payments of principal and interest. Expected credit losses, interest income calculated using the effective interest +method (see Note 2(t)(ii)), foreign exchange gains and losses are recognised in profit or loss. Any gain or loss +on derecognition is recognised in profit or loss. +– fair value through other comprehensive income (FVOCI) – recycling, if the contractual cash flows of the +investment comprise solely payments of principal and interest and the investment is held within a business +model whose objective is achieved by both the collection of contractual cash flows and sale. Expected credit +losses, interest income (calculated using the effective interest method) and foreign exchange gains and losses +are recognised in profit or loss and computed in the same manner as if the financial asset was measured at +amortised cost. The difference between the fair value and the amortised cost is recognised in OCI. When the +investment is derecognised, the amount accumulated in OCI is recycled from equity to profit or loss. +– FVPL if the investment does not meet the criteria for being measured at amortised cost or FVOCI (recycling). +Changes in the fair value of the investment (including interest) are recognised in profit or loss. +(e) Property, plant and equipment +The following items of property, plant and equipment are stated at cost, which includes capitalised borrowing costs, less +accumulated depreciation and any accumulated impairment losses (see Note 2(i)(ii)): +– right-of-use assets arising from leases over freehold or leasehold properties where the Group is not the registered owner +of the property interest; and +– items of plant and equipment, including right-of-use assets arising from leases of underlying plant and equipment (see +Note 2(h)). +Construction in progress represents buildings and various machinery, plant and equipment under construction and pending +installation, and is stated at cost less impairment losses (see Note 2(i)(ii)). Cost comprises direct costs of construction as well as +interest charges during the periods of construction. +If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as +separate items (major components). +APPENDIX I ACCOUNTANTS’ REPORT +– I-11 – + + +--- page 309 --- +Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. +Depreciation is calculated to write off the cost or valuation of items of property, plant and equipment less their estimated +residual values, if any, using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. +The estimated useful lives for the Track Record Period are as follows: +– Property 20 years +– Equipment and machinery 10 years +– V ehicles 4 years +– Computer and office equipment 3 years +– Leasehold improvements Shorter of useful lives or lease term +Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. +(f) Intangible assets (other than goodwill) +Intangible assets, including those which are acquired by the Group and have finite useful lives are measured at cost less +accumulated amortisation and any accumulated impairment losses (see Note 2(i)(ii)). +Expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred. +Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line +method over their estimated useful lives, if any, and is generally recognised in profit or loss. +The estimated useful lives for the Track Record Period are as follows: +– Software 3-5 years +– Patent 10 years +The estimates and associated assumptions of useful life determined by the Group are based on technical and commercial +obsolescence, legal or contractual limits on the use of the asset and other relevant factors. +The software useful lives are determined to be the shorter of the period of contractual rights or estimated period during which +such software can bring economic benefits to the Group considering the different purposes, usage of the software obsolescence. +The patent useful lives are determined based on the period of validity of patent protected by the relevant laws after considering +the period of the economic benefits to the Group and estimates of useful lives of similar assets. +Both the period and method of amortization are reviewed annually. +(g) Research and development costs +Expenditure on research activities is recognised in profit or loss as incurred. Development expenditure is capitalised only if +the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits +are probable and the Group intends to and has sufficient resources to complete development and to use or sell the resulting asset. +Otherwise, it is recognised in profit or loss as incurred. Capitalised development expenditure is subsequently measured at cost less +accumulated amortization and any accumulated impairment losses. +(h) Leased assets +At inception of a contract, the Group assesses whether the contract is, or contains, a lease. This is the case if the contract +conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is conveyed +where the customer has both the right to direct the use of the identified asset and to obtain substantially all of the economic benefits +from that use. +As a lessee +Where the contract contains lease component(s) and non-lease component(s), the Group has elected not to separate +non-lease components and accounts for each lease component and any associated non-lease components as a single lease +component for all leases. +At the lease commencement date, the Group recognises a right-of-use asset and a lease liability, except for leases that +have a short lease term of 12 months or less, and leases of low-value items such as laptops and office furniture. When the +Group enters into a lease in respect of a low-value item, the Group decides whether to capitalise the lease on a lease-by-lease +basis. If not capitalised, the associated lease payments are recognised in profit or loss on a systematic basis over the lease +term. +APPENDIX I ACCOUNTANTS’ REPORT +– I-12 – + + +--- page 310 --- +Where the lease is capitalised, the lease liability is initially recognised at the present value of the lease payments +payable over the lease term, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, +using a relevant incremental borrowing rate. After initial recognition, the lease liability is measured at amortised cost and +interest expense is recognised using the effective interest method. V ariable lease payments that do not depend on an index or +rate are not included in the measurement of the lease liability, and are charged to profit or loss as incurred. +The right-of-use asset recognised when a lease is capitalised is initially measured at cost, which comprises the initial +amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct +costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the +site on which it is located, less any lease incentives received. The right-of-use asset is subsequently stated at cost less +accumulated depreciation and impairment losses (see Notes 2(e) and 2(i)(ii)). +Refundable rental deposits are accounted for separately from the right-of-use assets in accordance with the accounting +policy applicable to investments in non-equity securities carried at amortised cost (see Notes 2(d)(i), 2(t)(ii) and 2(i)(i)). Any +excess of the nominal value over the initial fair value of the deposits is accounted for as additional lease payments made and +is included in the cost of right-of-use assets. +The lease liability is remeasured when there is a change in future lease payments arising from a change in an index +or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, +or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease +liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or +is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. +The lease liability is also remeasured when there is a lease modification, which means a change in the scope of a lease +or the consideration for a lease that is not originally provided for in the lease contract, if such modification is not accounted +for as a separate lease. In this case, the lease liability is remeasured based on the revised lease payments and lease term using +a revised discount rate at the effective date of the modification. +In the consolidated statement of financial position, the current portion of long-term lease liabilities is determined as +the present value of contractual payments that are due to be settled within twelve months after the reporting period. +(i) Credit losses and impairment of assets +(i) Credit losses from financial instruments +The Group recognises a loss allowance for expected credit losses (“ECL”s) on financial assets measured at amortised +cost (including cash and cash equivalents, trade receivables, other receivables). +Measurement of ECLs +ECLs are a probability-weighted estimate of credit losses. Generally, credit losses are measured as the present +value of all expected cash shortfalls between the contractual and expected amounts. +The expected cash shortfalls are discounted using the following rates if the effect is material: +– fixed-rate financial assets, trade receivables and other receivables: effective interest rate determined at +initial recognition or an approximation thereof; +– variable-rate financial assets: current effective interest rate. +The maximum period considered when estimating ECLs is the maximum contractual period over which the +Group is exposed to credit risk. +ECLs are measured on either of the following bases: +– 12-month ECLs: these are the portion of ECLs that result from default events that are possible within the +12 months after the reporting date (or a shorter period if the expected life of the instrument is less than +12 months); and +– lifetime ECLs: these are the ECLs that result from all possible default events over the expected lives of +the items to which the ECL model applies. +APPENDIX I ACCOUNTANTS’ REPORT +– I-13 – + + +--- page 311 --- +The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are +measured at 12-months ECLs: +– financial instruments that are determined to have low credit risk at the reporting date; and +– other financial instruments for which credit risk (i.e. the risk of default occurring over the expected life +of the financial instrument) has not increased significantly since initial recognition. +Loss allowances for trade receivables always measured at an amount equal to lifetime ECLs. +Significant increases in credit risk +When determining whether the credit risk of a financial has increased significantly since initial recognition and +when measuring ECLs, the Group considers reasonable and supportable information that is relevant and available +without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the +Group’s historical experience and informed credit assessment, that includes forward-looking information. +In particular, the following information is taken into account when assessing whether credit risk has increased +significantly since initial recognition: +– failure to make payments of principal or interest on their contractually due dates; +– an actual or expected significant deterioration in a financial instrument’s external or internal credit rating +(if available); +– an actual or expected significant deterioration in the operating results of the debtor; and +– existing or forecast changes in the technological, market, economic or legal environment that have a +significant adverse effect on the debtor’s ability to meet its obligation to the Group. +The Group considers a financial asset to be in default when the debtor is unlikely to pay its credit obligations +to the Group in full, without recourse by the Group to actions such as realising security (if any is held). +ECLs are remeasured at each reporting date to reflect changes in the financial instrument’s credit risk since +initial recognition. Any change in the ECL amount is recognised as an impairment gain or loss in profit or loss. The +Group recognises an impairment gain or loss for all financial instruments with a corresponding adjustment to their +carrying amount through a loss allowance account, except for investments in non-equity securities that are measured +at FVOCI (recycling), for which the loss allowance is recognised in OCI and accumulated in the fair value reserve +(recycling) does not reduce the carrying amount of the financial asset in the statement of financial position. +Credit-impaired financial assets +At each reporting date, the Group assesses whether a financial asset is credit-impaired. A financial asset is +credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the +financial asset have occurred. +Evidence that a financial asset is credit-impaired includes the following observable events: +– significant financial difficulties of the debtor; +– a breach of contract, such as a default; +– the restructuring of a loan or advance by the Group on terms that the Group would not consider +otherwise; +– it is probable that the debtor will enter bankruptcy or other financial reorganization; or significant +financial difficulties of the debtor; or +– the disappearance of an active market for a security because of financial difficulties of the issuer. +APPENDIX I ACCOUNTANTS’ REPORT +– I-14 – + + +--- page 312 --- +Write-off policy +The gross carrying amount of a financial asset, lease receivable or contract asset is written off to the extent that +there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does +not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the +write-off. +Subsequent recoveries of an asset that was previously written off are recognised as a reversal of impairment in +profit or loss in the period in which the recovery occurs. +(ii) Impairment of other non-current assets +At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than deferred tax +assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable +amount is estimated. +For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from +continuing use that are largely independent of the cash inflows of other assets or cash-generating units (“CGU”s). Goodwill +arising from a business combination is allocated to CGUs or Groups of CGUs that are expected to benefit from the synergies +of the combination. +The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. +V alue in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that +reflects current market assessments of the time value of money and the risks specific to the asset or CGU. +An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. +Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any +goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis. +An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the +extent that the resulting carrying amount does not exceed the carrying amount that would have been determined, net of +depreciation or amortisation, if no impairment loss had been recognised. +(j) Inventories +Inventories are assets which are held for sale in the ordinary course of business, in the process of production for such sale +or in the form of materials or supplies to be consumed in the production process or in the rendering of services. +Inventories are carried at the lower of cost and net realisable value. +Cost is calculated using the weighted average cost and comprises all costs of purchase, costs of conversion and other costs +incurred in bringing the inventories to their present location and condition. +Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion +and the estimated costs necessary to make the sale. +(k) Contract assets and contract liabilities +A contract asset is recognised when the Group recognises revenue (see Note 2(t)(i)) before being unconditionally entitled to +the consideration under the terms in the contract. Contract assets are assessed for ECLs (see Note 2(i)(i)) and are reclassified to +receivables when the right to the consideration becomes unconditional (see Note 2(l)). +A contract liability is recognised when the customer pays non-refundable consideration before the Group recognises the +related revenue (see Note 2(t)(i)). A contract liability is also recognised if the Group has an unconditional right to receive +non-refundable consideration before the Group recognises the related revenue. In such latter cases, a corresponding receivable is also +recognised (see Note 2(l)). +When the contract includes a significant financing component, the contract balance includes interest accrued under the +effective interest method (see Note 2(t)(ii)). +(l) Trade and other receivables +A receivable is recognised when the Group has an unconditional right to receive consideration and only the passage of time +is required before payment of that consideration is due. +Trade receivables that do not contain a significant financing component are initially measured at their transaction price. Trade +receivables that contain a significant financing component and other receivables are initially measured at fair value plus transaction +costs. All receivables are subsequently stated at amortised cost, using the effective interest method and including an allowance for +credit losses (see Note 2(i)(i)). +APPENDIX I ACCOUNTANTS’ REPORT +– I-15 – + + +--- page 313 --- +(m) Cash and cash equivalents +Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other financial institutions, +property pre-sale proceeds held by solicitors that are held for meeting short-term cash commitments, and other short-term, highly +liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes +in value, having been within three months of maturity at acquisition. Bank overdrafts that are repayable on demand and form an +integral part of the Group’s cash management are also included as a component of cash and cash equivalents for the purpose of the +consolidated cash flow statement. Cash and cash equivalents are assessed for ECL (see Note 2(i)(i)). +(n) Trade and other payables +Trade and other payables are initially recognised at fair value. Subsequent to initial recognition, trade and other payables are +stated at amortised cost unless the effect of discounting would be immaterial, in which case they are stated at invoice amounts. +(o) Redemption liabilities +A contract that contains an obligation to purchase the Company’s equity instruments for cash or another financial asset gives +rise to a financial liability for the redemption amount, even if the Company’s obligations to purchase is conditional on the +counterparty exercising a right to redeem. The redemption liability is measured at the highest redemption amount (on a present value +basis) the Company could be required to pay from time to time. Any change in the carrying amount of the redemption liability arising +from the remeasurement of the redemption amount is recognised in profit or loss. The then carrying amount of the redemption +liability is reclassified to equity upon a termination of the counterparty’s redemption right. +The redemption liability is classified as current as the Company does not have an unconditional right to defer payments +beyond 12 months from the reporting date. +(p) Interest-bearing borrowings +Interest-bearing borrowings are measured initially at fair value less transaction costs. Subsequently, these borrowings are +stated at amortised cost using the effective interest method. Interest expense is recognised in accordance with Note 2(v). +(q) Employee benefits +(i) Short-term employee benefits and contributions to defined contribution retirement plans +Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount +expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service +provided by the employee and the obligation can be estimated reliably. +Obligations for contributions to defined contribution retirement plans are expensed as the related service is provided. +(ii) Share-based payments +The fair value of equity-settled share-based payment awards granted to employees is recognized as an employee cost +with a corresponding increase in a capital reserve within equity. The fair value is measured at grant date, taking into account +the terms and conditions upon which the equity-settled share-based payment awards were granted. Where the employees have +to meet vesting conditions before becoming unconditionally entitled to the equity-settled share-based payment awards, the +total estimated fair value of the equity-settled share-based payment awards is spread over the vesting period, taking into +account the probability that the equity-settled share-based payment awards will vest. +During the vesting period, the number of equity-settled share-based payment awards that is expected to vest is +reviewed. Any resulting adjustment to the cumulative fair value recognized in prior years is charged/credited to the profit or +loss for the year of the review, unless the original employee expenses qualify for recognition as an asset, with a corresponding +adjustment to the capital reserve. On vesting date, the amount recognized as an expense is adjusted to reflect the actual number +of equity-settled share-based payment awards that vest (with a corresponding adjustment to the capital reserve) except where +forfeiture is only due to not achieving vesting conditions that relate to the market price of the Company’s shares. The equity +amount is recognized in the capital reserve until either the equity-settled share-based payment awards are exercised (when it +is included in the amount recognized in share capital for the share issued) or the equity-settled share-based payment awards +expire (when it is released directly to retained profits). +(iii) Termination benefits +Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits +and when the Group recognises costs for a restructuring. +APPENDIX I ACCOUNTANTS’ REPORT +– I-16 – + + +--- page 314 --- +(r) Income tax +Income tax expense comprises current tax and deferred tax. It is recognised in profit or loss except to the extent that it relates +to a business combination, or items recognised directly in equity or in OCI. +Current tax comprises the estimated tax payable or receivable on the taxable income or loss for the year and any adjustments +to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate +of the tax amount expected to be paid or received that reflects any uncertainty related to income taxes. It is measured using tax rates +enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends. +Current tax assets and liabilities are offset only if certain criteria are met. +Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for +financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for: +– temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination +and that affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible +temporary differences; +– temporary differences related to investment in subsidiaries, associates and joint venture to the extent that the Group +is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse +in the foreseeable future; and +– taxable temporary differences arising on the initial recognition of goodwill. +– those related to the income taxes arising from tax laws enacted or substantively enacted to implement the Pillar Two +model rules published by the Organization for Economic Co-operation and Development. +The Group recognised deferred tax assets and deferred tax liabilities separately in relation to its lease liabilities and +right-of-use assets. +Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent +that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined +based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to +recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are +considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting +date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed +when the probability of future taxable profits improves. +Deferred tax assets and liabilities are offset only if certain criteria are met. +(s) Provisions and contingent liabilities +Generally provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market +assessment of the time value of money and the risks specific to the liability. +A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the contract +and the expected net cost of continuing with the contract, which is determined based on the incremental costs of fulfilling the +obligation under that contract and an allocation of other costs directly related to fulfilling that contract. Before a provision is +established, the Group recognises any impairment loss on the assets associated with that contract (see Note 2(i)(ii)). +Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, +the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible +obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also +disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote. +Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, a separate +asset is recognised for any expected reimbursement that would be virtually certain. The amount recognised for the reimbursement +is limited to the carrying amount of the provision. +(t) Revenue and other income +Income is classified by the Group as revenue when it arises from the sale of goods, the provision of services in the ordinary +course of the Group’s business. +Further details of the Group’s revenue and other income recognition policies are as follows: +APPENDIX I ACCOUNTANTS’ REPORT +– I-17 – + + +--- page 315 --- +(i) Revenue from contracts with customers +(a) Revenue from sales of products +The Group principally generates revenue from sales of harmonic reducers and other precision components, joint +modules and robotic arms and automated workstations products. The Group is the principal for its revenue transactions +and recognised revenue on a gross basis. In determining whether the Group acts as a principal or as an agent, it +considers whether it obtains control of the products before they are transferred to the customers. Control refers to the +Group’s ability to direct the use of and obtain substantially all of the remaining benefits from the products. +Revenue is recognised when the customer takes possession of and accepts the products. The Group take +advantage of the practical expedient in paragraph 63 of IFRS 15 and does not adjust the consideration for any effects +of a significant financing component as the period of financing is 12 months or less. +Revenue is excludes value added tax and is after deduction of other sales taxes or any trade discounts. +(b) Revenue from rendering of services +Revenue from rendering of services is recognised at a point in time when the service is provided and accepted +by the customer. +(ii) Interest income +Interest income is recognised as it accrues using the effective interest method. The “effective interest rate” is the rate +that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying +amount of the financial asset. In calculating interest income, the effective interest rate is applied to the gross carrying amount +of the asset (when the asset is not credit-impaired). However, for financial assets that have become credit-impaired subsequent +to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial +asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis. +(iii) Government grants +Government grants are recognised in the statement of financial position initially when there is reasonable assurance +that they will be received and that the Group will comply with the conditions attaching to them. +Grants that compensate the Group for expenses incurred are recognised as income in profit or loss on a systematic basis +in the same periods in which the expenses are incurred. +Grants that compensate the Group for the cost of an asset are deducted from the carrying amount of the asset and +consequently are effectively recognised in profit or loss over the useful life of the asset by way of reduced depreciation +expense. +(u) Translation of foreign currencies +Transactions in foreign currencies are translated into the respective functional currencies of group companies at the exchange +rates at the dates of the transactions. +Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange +rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into +the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are +measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign +currency differences are generally recognised in profit or loss. +(v) Borrowing costs +Borrowing costs that are directly attributable to the acquisition, construction or production of an asset which necessarily takes +a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of that asset. Other borrowing +costs are expensed in the period in which they are incurred. +APPENDIX I ACCOUNTANTS’ REPORT +– I-18 – + + +--- page 316 --- +(w) Related parties +(a) A person, or a close member of that person’s family, is related to the Group if that person: +(i) has control or joint control over the Group; +(ii) has significant influence over the Group; or +(iii) is a member of the key management personnel of the Group or the Group’s parent. +(b) An entity is related to the Group if any of the following conditions applies: +(i) The entity and the Group are members of the same group (which means that each parent, subsidiary and fellow +subsidiary is related to the others). +(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of +a Group of which the other entity is a member). +(iii) Both entities are joint ventures of the same third party. +(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity. +(v) The entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related +to the Group. +(vi) The entity is controlled or jointly controlled by a person identified in (a). +(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management +personnel of the entity (or of a parent of the entity). +(viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the +Group or to the Group’s parent. +Close members of the family of a person are those family members who may be expected to influence, or be influenced +by, that person in their dealings with the entity. +(x) Segment reporting +Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the +financial information provided regularly to the Group’s most senior executive management for the purposes of allocating resources +to, and assessing the performance of, the Group’s various lines of business and geographical locations. +Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar +economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type +or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory +environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria. +3 ACCOUNTING JUDGEMENTS AND ESTIMATES +Significant sources of estimation uncertainty are as follows: +Provision for expected credit losses on trade receivables +The Group calculated the expected credit losses for trade receivables taking account into the default event, historical +loss rate and adjusted for forward-looking macroeconomic data in calculating the expected credit loss rate. The assessment +of the correlation among historical loss rates and forecast economic conditions is a significant estimate. The amount of ECLs +is sensitive to changes in circumstances and forecast economic conditions. The Group’s historical credit loss experience and +forecast of economic conditions may also not be representative of a customer’s actual default in the future. +APPENDIX I ACCOUNTANTS’ REPORT +– I-19 – + + +--- page 317 --- +4 REVENUE AND SEGMENT REPORTING +(a) Revenue +The Group principally derives revenues from sales of harmonic reducers and other precision components, joint modules and +robotic arms and automated workstations. +(i) Disaggregation of revenue +Disaggregation of revenue from contracts with customers by major products and the timing of revenue recognition is +as follows: +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Revenue from contracts with customers within the +scope of IFRS 15 and recognised at a point in +time +Sales of products +– Harmonic reducers and other precision +components /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110092,498 103,406 167,143 +– Joint modules and robotic arms /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100907 2,873 68,491 +– Automated workstations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 24,464 +93,405 106,279 260,098 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,140 1,435 769 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110094,545 107,714 260,867 +Revenue from individual customer which accounted for 10% or more of the Group’s revenue is set out below: +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Customer A /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A* 11,740 N/A* +Customer B /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100N/A* N/A* 31,637 +* Less than 10% of the Group’s revenue in the respective years. +(ii) Revenue expected to be recognised in the future arising from contracts with customers in existence at the +reporting date +As at December 31, 2023, 2024 and 2025, none of the transaction price were allocated to the remaining performance +obligations under the Group’s existing contracts. +The Group has also applied the practical expedient in paragraph 121(a) of IFRS 15 to its sales contracts such that the +above information does not include information about revenue that the Group will be entitled to when it satisfies the remaining +performance obligations under the contracts for sales of products that had an original expected duration of one year or less. +(b) Segment reporting +(i) Segment information +The Group manages its businesses as a whole by the most senior executive management for the purposes of resource +allocation and performance assessment. The Group’s chief operating decision maker is the founder of the Group who reviews +the Group’s consolidated results of operations in assessing performance of and making decisions about allocations to this +segment. Accordingly, no reportable segment information is presented. +APPENDIX I ACCOUNTANTS’ REPORT +– I-20 – + + +--- page 318 --- +(ii) Geographic information +The following table sets out information about the geographical location of the Group’s revenue from external +customers. The geographical location of customers is based on the location at which the goods were delivered or the services +were provided. +Revenues from external customers +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Chinese Mainland /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,925 103,091 253,874 +Overseas /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,620 4,623 6,993 +94,545 107,714 260,867 +The Group’s non-current assets, including property, plant and equipment and intangible assets are all located in the +PRC, and accordingly, no geographical information of non-current assets is presented. +5 OTHER NET INCOME +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Government grants (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,959 6,615 8,058 +Interest income on deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,981 3,249 1,455 +Net realised and unrealised gain on financial assets +measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,163 – 495 +Net loss on disposal of property, plant and equipment and +right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(2,782) (1,781) (4,218) +Net foreign exchange (loss)/gain /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(242) (204) 213 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100304 694 183 +7,383 8,573 6,186 +(i) Government grants mainly represent operating subsidies and amortisation of government grants for capital expenditure +including development and construction of property, plant and equipment. +6 LOSS BEFORE TAXATION +Loss before taxation is arrived at after charging: +(a) Finance costs +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Interest on bank loans (Note 18(d)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079 454 2,543 +Interest on lease liabilities (Note 18(d)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100776 344 37 +Total interest expense on financial liabilities not at fair +value through profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100855 798 2,580 +Less: Interest expense capitalised into properties under +development* /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (11) (530) +855 787 2,050 +* The borrowing costs have been capitalised at a rate of 2.75% per annum for the years ended December 31, 2024 and +2025. +APPENDIX I ACCOUNTANTS’ REPORT +– I-21 – + + +--- page 319 --- +(b) Staff costs +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Salaries, wages and other benefits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110050,333 55,866 65,007 +Contributions to defined contribution retirement plan (i) /H1100/H1100/H11004,369 4,237 5,157 +Equity-settled share-based payment expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 3,222 +54,702 60,103 73,386 +(i) The employees of the Company and its subsidiaries are required to participate in a defined contribution plan +administrated and operated by the local municipal governments. The Company and its subsidiaries contribute funds +which are calculated on certain percentages of the employee salary as agreed by the local municipal governments to +the plan to fund the retirement benefits of the employee. The Group has no further obligation for the payment of other +retirement benefits beyond the above contributions. +(c) Other items +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Depreciation charge +– property, plant and equipment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,854 16,753 19,127 +– right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,308 4,909 4,403 +Amortisation cost of intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,417 1,503 1,646 +Impairment losses on trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H11001,927 1,685 8,189 +Listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 13,436 +Cost of inventories (Note 15(b)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066,081 80,647 190,998 +7 INCOME TAX +(a) Taxation in the consolidated statement of profit or loss and other comprehensive income represents: +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––– +Deferred tax /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––– +––– +The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions in which members +of the Group are domiciled and operate. +(i) Chinese Mainland +Pursuant to the Corporate Income Tax Law of Chinese Mainland (the “CIT”), the Company and its subsidiaries +incorporated in the PRC are subject to the CIT at a rate of 25% unless otherwise specified. +Pursuant to the PRC Corporate Income Tax Law and its relevant regulations, entities that qualified as a high and new +technology enterprise (“HNTE”) are entitled to a preferential income tax rate of 15%. The Company obtained its certificate +of HNTE on December 8, 2023, with a validity period of three years and therefore, is entitled to a preferential income tax +rate of 15% for the years from 2023 to 2025. +APPENDIX I ACCOUNTANTS’ REPORT +– I-22 – + + +--- page 320 --- +(b) Reconciliation between tax expense and accounting loss at applicable tax rates: +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168,785) (168,776) (170,609) +Notional tax on loss before taxation, calculated at the rates +applicable to profits in the entities concerned /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(42,196) (42,194) (42,652) +Tax effect of preferential tax rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,264 14,383 15,535 +Tax effect of non-deductible expenses arising from +redemption liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110021,758 21,758 21,758 +Tax effect of other non-deductible expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100304 117 547 +Tax effect of temporary differences and unused tax losses +not recognised /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,491 10,995 13,147 +Tax effect of additional deduction on research and +development expenses (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,621) (5,059) (8,335) +Actual tax expense /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––– +(i) According to Announcement [2023] No. 7 of the Ministry of Finance and the State Taxation Administration, the +Company is entitled to the current additional tax deduction ratio of 100% for research and development expenses since +January 1, 2023. +(c) Deferred tax assets not recognised +In accordance with the accounting policy set out in Note 2(r), the Group has not recognised deferred tax assets in respect of +temporary differences and cumulative tax losses of certain subsidiaries in aggregated amount of RMB139,303,000, RMB188,605,000 +and RMB251,630,000 at December 31, 2023, 2024 and 2025, respectively, as it is not probable that future taxable profits against +which the losses or temporary differences can be utilised will be available in the relevant tax jurisdiction and entity. +The tax losses arising from operations in Chinese Mainland can be carried forward to offset against taxable profits of +subsequent years for five to ten years from the year in which they arise. +8 DIRECTORS’ EMOLUMENTS +(a) Directors’ emoluments as recorded in the Historical Financial Information are as follows: +For the year ended December 31, 2023 +Directors’ fees +Salaries, +allowances and +benefits in kind +Discretionary +bonuses +Retirement +scheme +contributions Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Executive directors +Zhang Jie ( ੵ௫) (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 433 130 8 571 +Zhang Han ( ੵᖍ) (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 197 138 8 343 +Y ang Ran ( เዷ) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 492 – 40 532 +Wang Haiying ( ˮऎ) (f) /H1100/H1100/H1100/H1100/H1100/H1100– 206 20 8 234 +Non-executive directors +Huang He (ئ)e) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––– +Li Chengsheng ( ҽ᳅) (g) /H1100/H1100/H1100/H1100/H1100––––– +Deng Mengyu (ڠ)h) /H1100/H1100/H1100/H1100/H1100/H1100––––– +Supervisors +Y e Ting (࣎)d) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 189 294 8 491 +Song Y u ( ҂ρ) (d) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––– +Y uan Keying ( ) (e)/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––– +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,517 582 72 2,171 +APPENDIX I ACCOUNTANTS’ REPORT +– I-23 – + + +--- page 321 --- +For the year ended December 31, 2024 +Directors’ fees +Salaries, +allowances and +benefits in kind +Discretionary +bonuses +Retirement +scheme +contributions Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Executive directors +Zhang Jie ( ੵ௫) (a) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 437 182 8 627 +Zhang Han ( ੵᖍ) (b) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 399 175 8 582 +Y ang Ran ( เዷ) (Resigned on +May 13, 2024) (c) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––– +Wang Haiying ( ˮऎ) (f) /H1100/H1100/H1100/H1100/H1100/H1100– 217 67 8 292 +Wu Di (ࠔAppointed on +May 13, 2024) (j) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 902 210 48 1,160 +Non-executive directors +Huang He (ئ)e) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––– +Li Chengsheng ( ҽ᳅) (g) /H1100/H1100/H1100/H1100/H1100––––– +Deng Mengyu (ڠ)h) /H1100/H1100/H1100/H1100/H1100/H1100––––– +Supervisors +Y e Ting (࣎)d) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 193 135 8 336 +Song Y u ( ҂ρ) (d) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––– +Y uan Keying ( ) (Resigned on +May 13, 2024) (e) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––– +Liu Y ang (ݱAppointed on +May 14, 2024) (j) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 196 – 4 200 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,344 769 84 3,197 +For the year ended December 31, 2025 +Directors’ fees +Salaries, +allowances and +benefits in kind +Discretionary +bonuses +Retirement +scheme +contributions +Equity-settled +share-based +payment (n) Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Executive directors +Zhang Jie ( ੵ௫) (a) /H1100/H1100/H1100/H1100/H1100/H1100– 439 259 10 – 708 +Zhang Han ( ੵᖍ) (b) /H1100/H1100/H1100/H1100/H1100– 440 200 10 245 895 +Wang Haiying ( ˮऎ) (f) /H1100/H1100 – 259 160 10 61 490 +Wu Di (ࠔ)i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 902 210 48 123 1,283 +Non-executive directors +Huang He (ئ)e) /H1100/H1100/H1100/H1100/H1100/H1100–––––– +Li Chengsheng ( ҽ᳅) (g) /H1100 –––––– +Deng Mengyu (ڠ) +Resigned on October 17, +2025) (h) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––––– +Cui Zhiyuan ( ੦қჃ) +(Appointed on October 17, +2025) (h) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––––– +Independent non-executive +directors +Feng Y un ( ඹㄴ) +(Appointed on December +24, 2025) (k) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––––– +Lin Jun (ڲAppointed on +December 24, 2025) (k) /H1100/H1100 –––––– +Lou Y u ( ᅽρ) (Appointed on +December 24, 2025) (k) /H1100/H1100 –––––– +Tian Chunshan (ӄ) +(Appointed on December +24, 2025) (k) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–––––– +Supervisors +Y e Ting (࣎d) /H1100/H1100/H1100/H1100/H1100/H1100/H1100– 193 349 10 980 1,532 +Song Y u ( ҂ρ) (d) /H1100/H1100/H1100/H1100/H1100/H1100–––––– +Zhang Han ( ੵ䂛) (d) /H1100/H1100/H1100/H1100/H1100– 585 – 10 – 595 +Liu Y ang (ݱresigned on +October 17, 2025) (j) /H1100/H1100/H1100/H1100 +–––––– +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 2,818 1,178 98 1,409 5,503 +APPENDIX I ACCOUNTANTS’ REPORT +– I-24 – + + +--- page 322 --- +Notes: +(a) Zhang Jie ( ੵ௫) was appointed as the executive director of the Company in September 2017. +(b) Zhang Han ( ੵᖍ) was appointed as the executive director of the Company in November 2018. +(c) Y ang Ran ( เዷ) was appointed as the executive director of the Company in September 2017 and resigned in May 2024 +as she left the Company. +(d) Y e Ting (࣎Song Y u ( ҂ρ) and Zhang Han ( ੵ䂛) were appointed as the supervisors of the Company in January +2018, October 2019 and October 2025, respectively. Pursuant to the resolution of the shareholders’ meeting of the +Company held in December 2025, the Board of Supervisors were dissolved and accordingly they were no longer the +supervisors of the Company. +(e) Huang He (ئand Y uan Keying ( ) were appointed as the non-executive director and supervisor of the +Company in January 2018, respectively. Y uan Keying resigned in May 2024 as she left the Company. +(f) Wang Haiying ( ˮऎ) was appointed as the executive director of the Company in August 2018. +(g) Li Chengsheng ( ҽ᳅) was appointed as the non-executive director of the Company in November 2021. +(h) Deng Mengyu (ڠwas appointed as the non-executive director of the Company in October 2022. She resigned +in October 2025 for personal reasons and Cui Zhiyuan ( ੦қჃ) was then appointed as the non-executive director of +the Company in October 2025. +(i) Wu Di (ࠔjoined the Company in 2022 and appointed as the executive director of the Company in May 2024. +(j) Liu Y ang (ݱjoined the Company in 2022 and appointed as the supervisor of the Company in May 2024. He +resigned in October 2025 as he left the Company. +(k) Feng Y un ( ඹㄴ), Li Jun (ڲLou Y u ( ᅽρ) and Tian Chunshan (ӄ) were appointed as independent +non-executive directors of the Company in December 2025. +(l) These represent the estimated value of share awards granted to the directors and supervisors. The value of share awards +is measured according to the Group’s accounting policies for share-based payments transactions as set out in Note +2(q)(ii). The details of these benefits in kind, including the principal terms and number of awarded shares granted, are +disclosed in Note 24. +During the Track Record Period, no director has waived or agreed to waive any emoluments and no amounts were paid or +payable by the Group to the directors as an inducement to join or upon joining the Group or as compensation for loss of any office +in connection with the management of the affairs of any member of the Group. +9 INDIVIDUALS WITH HIGHEST EMOLUMENTS +Of the five individuals with the highest emoluments, two, three and four are directors whose emoluments are disclosed in Note +8 during the years ended December 31, 2023, 2024 and 2025, respectively. The aggregate of the emoluments in respect of the paid +amount to remaining individuals are as follows: +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Salaries and other emoluments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,696 1,396 790 +Discretionary bonuses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110090 – 100 +Retirement scheme contributions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100142 89 9 +Equity-settled share-based payment /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–– 7 4 +1,928 1,485 912 +APPENDIX I ACCOUNTANTS’ REPORT +– I-25 – + + +--- page 323 --- +The emoluments of the three, two, one individual(s) with the highest emoluments are within the following bands: +Y ears ended December 31, +2023 2024 2025 +Number of +individuals +Number of +individuals +Number of +individuals +HK$nil – HK$1,000,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110032– +HK$1,000,001 – HK$1,500,000 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––1 +During the Track Record Period, no amounts were paid or payable by the Group to the above non-director highest paid +individuals as an inducement to join or upon joining the Group or as compensation for loss of any office in connection with the +management of the affairs of any member of the Group. +10 LOSS PER SHARE +(a) Basic loss per share +The calculation of basic loss per share is based on the loss attributable to the ordinary equity shareholders of the Company +and the weighted average number of ordinary shares in issue during each of the reporting period, calculated as follows: +Loss attributable to ordinary equity shareholders of the Company +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Loss for the year attributable to all equity shareholders of +the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168,785) (168,776) (170,609) +Allocation of loss for the year attributable to ordinary shares +with redemption rights (Note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100116,271 116,264 117,010 +Loss for the year attributable to ordinary equity shareholders +of the Company /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(52,514) (52,512) (53,599) +Weighted average number of ordinary shares +Y ears ended December 31, +2023 2024 2025 +’000 ’000 ’000 +Issued ordinary shares at the beginning of the year /H1100/H1100/H1100/H1100/H1100/H110087,924 87,924 87,924 +Effect of ordinary shares with redemption rights /H1100/H1100/H1100/H1100/H1100/H1100/H1100(60,568) (60,568) (60,568) +Effect of shares issued (Note 25(c)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 139 +Weighted average number of ordinary share at the end of +the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,356 27,356 27,495 +(b) Diluted loss per share +Ordinary shares issued to investors with redemption rights (Note 22) were not included in the calculation of diluted loss per +share as their inclusion would have been anti-dilutive. The Company does not have other potential ordinary shares and therefore +diluted loss per share for each of the reporting period were the same as basic loss per share of the respective years. +APPENDIX I ACCOUNTANTS’ REPORT +– I-26 – + + +--- page 324 --- +11 PROPERTY, PLANT AND EQUIPMENT +The Group +Property +Equipment +and +machinery +Leasehold +improvements Vehicles +Computer +and office +equipment +Construction +in progress Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Cost: +At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100– 127,855 2,718 1,798 3,298 3,253 138,922 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––– 41,399 41,399 +Transfer from construction in +progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 23,990 10,174 102 704 (34,970) – +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (586) (5,882) (527) (144) – (7,139) +At December 31, 2023 and +January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 151,259 7,010 1,373 3,858 9,682 173,182 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––– 58,944 58,944 +Transfer from construction in +progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 17,694 1,242 340 390 (19,666) – +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (1,431) (2,617) – (224) – (4,272) +At December 31, 2024 and +January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 167,522 5,635 1,713 4,024 48,960 227,854 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––– 81,570 81,570 +Transfer from construction in +progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110068,059 54,650 – – 335 (123,044) – +Transfer to intangible assets /H1100/H1100/H1100––––– (359) (359) +Other adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,553 – (1,553) –––– +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (7,868) (3,270) (14) (2,013) – (13,165) +At December 31, 2025 /H1100/H1100/H1100/H1100/H110069,612 214,304 812 1,699 2,346 7,127 295,900-------- -------- -------- -------- -------- -------- -------- +Accumulated depreciation and +impairment: +At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100– (34,907) (1,454) (820) (2,323) – (39,504) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (12,335) (1,764) (336) (419) – (14,854) +Written back on disposals /H1100/H1100/H1100/H1100– 211 2,749 469 4 – 3,433 +At December 31, 2023 and +January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (47,031) (469) (687) (2,738) – (50,925) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (14,481) (1,617) (294) (361) – (16,753) +Written back on disposals /H1100/H1100/H1100/H1100– 678 736 – 115 – 1,529 +At December 31, 2024 and +January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (60,834) (1,350) (981) (2,984) – (66,149) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,023) (16,308) (1,129) (301) (366) – (19,127) +Other adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(617) – 61 7–––– +Written back on disposals /H1100/H1100/H1100/H1100– 5,675 1,290 6 1,881 – 8,852 +At December 31, 2025 /H1100/H1100/H1100/H1100/H1100(1,640) (71,467) (572) (1,276) (1,469) – (76,424)-------- -------- -------- -------- -------- -------- -------- +Net book value: +At December 31, 2023 /H1100/H1100/H1100/H1100/H1100– 104,228 6,541 686 1,120 9,682 122,257 +At December 31, 2024 /H1100/H1100/H1100/H1100/H1100– 106,688 4,285 732 1,040 48,960 161,705 +At December 31, 2025 /H1100/H1100/H1100/H1100/H110067,972 142,837 240 423 877 7,127 219,476 +APPENDIX I ACCOUNTANTS’ REPORT +– I-27 – + + +--- page 325 --- +The Company +Property +Equipment +and +machinery +Leasehold +improvements Vehicles +Computer +and office +equipment +Construction +in progress Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Cost: +At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100– 127,855 2,718 1,798 3,002 3,253 138,626 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––– 34,883 34,883 +Transfer from construction in +progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 23,164 5,106 102 88 (28,460) – +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (586) (3,387) (527) – – (4,500) +At December 31, 2023 and +January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 150,433 4,437 1,373 3,090 9,676 169,009 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––– 58,123 58,123 +Transfer from construction in +progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 17,208 1,198 340 93 (18,839) – +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (790) – – (181) – (971) +At December 31, 2024 and +January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 166,851 5,635 1,713 3,002 48,960 226,161 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––– 82,160 82,160 +Transfer from construction in +progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110068,059 55,213 – – 362 (123,634) – +Transfer to intangible assets /H1100/H1100/H1100––––– (359) (359) +Other adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,553 – (1,553) –––– +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (7,799) (3,270) (14) (1,971) – (13,054) +At December 31, 2025 /H1100/H1100/H1100/H1100/H110069,612 214,265 812 1,699 1,393 7,127 294,908-------- -------- -------- -------- -------- -------- -------- +Accumulated depreciation: +At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100– (34,907) (1,454) (820) (2,290) – (39,471) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (12,279) (1,507) (336) (278) – (14,400) +Written back on disposals /H1100/H1100/H1100/H1100– 211 2,749 469 – – 3,429 +At December 31, 2023 and +January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (46,975) (212) (687) (2,568) – (50,442) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (14,355) (1,138) (294) (160) – (15,947) +Written back on disposals /H1100/H1100/H1100/H1100– 558 – – 100 – 658 +At December 31, 2024 and +January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (60,772) (1,350) (981) (2,628) – (65,731) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(1,023) (16,260) (1,129) (301) (152) – (18,865) +Other adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(617) – 61 7–––– +Written back on disposals /H1100/H1100/H1100/H1100– 5,577 1,290 6 1,867 – 8,740 +At December 31, 2025 /H1100/H1100/H1100/H1100/H1100(1,640) (71,455) (572) (1,276) (913) – (75,856)-------- -------- -------- -------- -------- -------- -------- +Net book value: +At December 31, 2023 /H1100/H1100/H1100/H1100/H1100– 103,458 4,225 686 522 9,676 118,567 +At December 31, 2024 /H1100/H1100/H1100/H1100/H1100– 106,079 4,285 732 374 48,960 160,430 +At December 31, 2025 /H1100/H1100/H1100/H1100/H110067,972 142,810 240 423 480 7,127 219,052 +APPENDIX I ACCOUNTANTS’ REPORT +– I-28 – + + +--- page 326 --- +12 RIGHT-OF-USE ASSETS +The analysis of the net book value of right-of-use assets by class of underlying asset is as follows: +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Cost: +At January 1, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110027,405 39,590 35,504 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,025 1,462 1,216 +Termination of lease /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,840) (5,548) (16,493) +At December 31, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110039,590 35,504 20,227------------ ------------ ------------ +Accumulated depreciation: +At January 1, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,485) (9,842) (12,949) +Charge for the year/period /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(6,308) (5,270) (4,613) +Termination of lease /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100951 2,163 16,248 +At December 31, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(9,842) (12,949) (1,314)------------ ------------ ------------ +Net book value: +At December 31, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110029,748 22,555 18,913 +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Cost: +At January 1, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,744 33,769 33,769 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,025 – – +At December 31, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110033,769 33,769 18,025------------ ------------ ------------ +Accumulated depreciation: +At January 1, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,184) (8,441) (12,533) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(4,257) (4,092) (4,082) +At December 31, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,441) (12,533) (871)------------ ------------ ------------ +Net book value: +At December 31, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110025,328 21,236 17,154 +The analysis of expense items in relation to leases recognised in profit or loss is as follows: +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Net booking value of right-of-use assets by class of +underlying asset: +The Group +– Land use right (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,875 17,514 17,154 +– Office buildings (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110011,873 5,041 1,759 +29,748 22,555 18,913 +The Company +– Land use right (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,875 17,514 17,154 +– Office buildings (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,453 3,722 – +25,328 21,236 17,154 +APPENDIX I ACCOUNTANTS’ REPORT +– I-29 – + + +--- page 327 --- +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Depreciation charge of right-of-use assets by class of +underlying asset: /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100 +– Land use right (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100152 361 360 +– Office buildings (ii) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,156 4,909 4,253 +Total depreciation charge of right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,308 5,270 4,613 +Less: depreciation charge of land use right capitalised into +properties under development /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (361) (210) +Depreciation charge of right-of-use assets recognised in +profit or loss /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,308 4,909 4,403 +Interest on lease liabilities (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100776 344 37 +Expense relating to short-term leases /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100126 99 152 +(i) The Group has obtained the land use right in the PRC where the manufacturing facilities and office are located. The +land use right is granted for 50 years, on the expiry of which the land reverts back to the PRC state. The payment for +leasing the land is normally made in full at the start of the land use rights period. +(ii) The Group has leased office buildings through tenancy agreements. The leases typically run for an initial period of +three years. None of the leases includes variable lease payments. +The total cash outflow for leases and the maturity analysis of lease liabilities are set out in Note 18(e) and Note 21, +respectively. +13 INTANGIBLE ASSETS +The Group +Patent Software Total +RMB’000 RMB’000 RMB’000 +Cost: +At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100 3,552 3,652 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100160 3,139 3,299 +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (485) (485) +At December 31, 2023 and January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100260 6,206 6,466 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 727 727 +At December 31, 2024 and January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100260 6,933 7,193 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 359 359 +At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100260 7,292 7,552------------ ------------ ------------ +Accumulated depreciation: +At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(100) (1,363) (1,463) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(36) (1,381) (1,417) +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 309 309 +At December 31, 2023 and January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(136) (2,435) (2,571) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(53) (1,450) (1,503) +At December 31, 2024 and January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(189) (3,885) (4,074) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(53) (1,593) (1,646) +At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(242) (5,478) (5,720)------------ ------------ ------------ +Net book value: +At December 31, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100124 3,771 3,895 +At December 31, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110071 3,048 3,119 +At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 1,814 1,832 +APPENDIX I ACCOUNTANTS’ REPORT +– I-30 – + + +--- page 328 --- +The Company +Patent Software Total +RMB’000 RMB’000 RMB’000 +Cost: +At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100100 3,552 3,652 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100160 1,724 1,884 +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (485) (485) +At December 31, 2023 and January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100260 4,791 5,051 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 726 726 +At December 31, 2024 and January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100260 5,517 5,777 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 359 359 +At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100260 5,876 6,136------------ ------------ ------------ +Accumulated depreciation: +At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(100) (1,363) (1,463) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(36) (1,273) (1,309) +Disposals /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 309 309 +At December 31, 2023 and January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(136) (2,327) (2,463) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(53) (1,191) (1,244) +At December 31, 2024 and January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(189) (3,518) (3,707) +Charge for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(53) (1,333) (1,386) +At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(242) (4,851) (5,093)------------ ------------ ------------ +Net book value: +At December 31, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100124 2,464 2,588 +At December 31, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110071 1,999 2,070 +At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 1,025 1,043 +14 INVESTMENT IN SUBSIDIARIES +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Investment in subsidiaries, at cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100117,150 124,479 126,579 +Particulars of the principal subsidiaries are set out in Note 1. +APPENDIX I ACCOUNTANTS’ REPORT +– I-31 – + + +--- page 329 --- +15 INVENTORIES +(a) Inventories in the consolidated statements of financial position comprise: +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,724 17,518 27,606 +Work in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110044,284 50,428 64,291 +Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110015,132 18,704 19,534 +Goods in transit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100149 245 90 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110074,289 86,895 111,521 +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Raw materials /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,261 17,316 26,956 +Work in progress /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110043,621 50,428 64,291 +Finished goods /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,887 17,545 19,534 +Goods in transit /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100149 245 90 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110072,918 85,534 110,871 +(b) The analysis of the amount of inventories recognised as an expense and included in profit or loss is as follows: +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Carrying amount of inventories sold /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066,081 80,647 190,998 +Transportation cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100607 868 1,741 +Inventories write down /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 272 1,265 +66,688 81,787 194,004 +16 TRADE AND OTHER RECEIV ABLES +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current assets +Gross amount of trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066,404 80,924 219,768 +Bills receivable, measured at amortised cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,356 10,590 15,342 +Less: loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,667) (5,048) (12,929) +Trade and bills receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110072,093 86,466 222,181 +Bills receivable, measured at fair value through other +comprehensive income (“FVOCI”) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,139 433 1,824 +Prepaid listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,941 +Deposits and prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,547 5,855 10,491 +V alue added tax (“V A T”) recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,508 1,394 1,539 +Other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100370 803 561 +84,657 94,951 238,537 +Non-current assets +Prepayment for purchase of property, plant and equipment /H1100/H1100 5,290 7,976 14,887 +89,947 102,927 253,424 +APPENDIX I ACCOUNTANTS’ REPORT +– I-32 – + + +--- page 330 --- +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current assets +Gross amount of trade receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110066,404 80,924 219,768 +Bills receivable, measured at amortised cost /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,356 10,590 15,342 +Less: loss allowance /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(3,667) (5,048) (12,929) +Trade and bills receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110072,093 86,466 222,181 +Bills receivable, measured at FVOCI /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,139 433 1,824 +Prepaid listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 1,941 +Receivables due from subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014,114 25,520 33,512 +Deposits and prepayments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,160 5,199 9,541 +V A T recoverable /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,230 – – +Other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100104 120 156 +96,840 117,738 269,155 +Non-current assets +Prepayment for purchase of property, plant and equipment /H1100/H1100 5,054 7,976 14,887 +101,894 125,714 284,042 +All of the current portion of trade and other receivables are expected to be recovered or recognised as expense within one year. +Aging analysis +As at the end of each reporting period, the aging analysis of trade and bills receivables, based on the receivables recognition +date and net of loss allowance, is as follows: +The Group and the Company +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110069,620 77,707 213,125 +1 to 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,473 8,693 7,840 +Over 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 66 1,216 +72,093 86,466 222,181 +Further details on the Group’s credit policy and credit risk arising from trade receivables are set out in Note 26(a). +17 FINANCIAL ASSETS MEASURED AT FVPL +The Group and the Company +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current assets +Structured deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 35,078 +18 TIME DEPOSITS, CASH AND CASH EQUIV ALENTS AND OTHER CASH FLOW INFORMATION +(a) Time deposits +The Group and the Company +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Time deposits with original maturities: +– over three months but within one year (inclusive) /H1100/H1100/H1100/H1100/H110010,000 – – +– over two years but within three years (inclusive) /H1100/H1100/H1100/H1100/H1100/H1100– 40,632 41,702 +10,000 40,632 41,702 +APPENDIX I ACCOUNTANTS’ REPORT +– I-33 – + + +--- page 331 --- +(b) Cash and cash equivalents comprise: +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Cash at banks /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100147,876 79,183 40,098 +Less: Restricted cash (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(463) (8,422) (6,345) +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100147,413 70,761 33,753 +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Cash at banks /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100147,752 78,943 39,859 +Less: Restricted cash (i) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(463) (8,422) (6,345) +Cash and cash equivalents /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100147,289 70,521 33,514 +(i) The Group’s restricted cash mainly represents secured deposits held in designated bank accounts for issuance of bank +acceptance bills and the letters of credit as of December 31, 2023, 2024 and 2025. +(c) Reconciliation of loss before taxation to cash used in operations: +Y ears ended December 31, +Note 2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Loss before taxation /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(168,785) (168,776) (170,609) +Adjustments for: +Depreciation of property, plant and equipment /H1100/H1100/H1100/H11006(c) 14,854 16,753 19,127 +Depreciation of right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(c) 6,308 4,909 4,403 +Amortisation of intangible assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(c) 1,417 1,503 1,646 +Finance costs /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006(a) 855 787 2,050 +Interest income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(139) (669) (1,070) +Change in the carrying amount of redemption +liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110022 145,050 145,050 145,050 +Net realised and unrealised gain on financial assets +measured at FVPL /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 (2,163) – (495) +Net loss on disposal of property, plant and +equipment and right-of-use assets /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005 2,782 1,781 4,218 +Equity-settled share-based payments expenses /H1100/H1100/H1100/H11006(b) – – 3,222 +Impairment losses on trade and other receivables /H1100/H1100 1,927 1,685 8,189 +Changes in working capital: +Increase in inventories /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(8,587) (12,606) (20,734) +Increase in trade and other receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(22,798) (19,063) (164,329) +(Decrease)/increase in trade and other payables and +contract liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(5,687) 3,844 92,154 +(Increase)/decrease in restricted cash /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(463) (7,959) 2,077 +Increase/(decrease) in deferred income /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100200 (932) 11,690 +Cash used in operations /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(35,229) (33,693) (63,411) +APPENDIX I ACCOUNTANTS’ REPORT +– I-34 – + + +--- page 332 --- +(d) Reconciliation of liabilities arising from financing activities +The table below details changes in the Group’s liabilities from financing activities, including both cash and non-cash changes. +Liabilities arising from financing activities are liabilities for which cash flows were, or future cash flows will be, classified in the +Group’s consolidated cash flow statements as cash flows from financing activities. +Redemption +liabilities Lease liabilities +Interest-bearing +borrowings Total +RMB’000 RMB’000 RMB’000 RMB’000 +(Note 22) (Note 21) (Note 19) +At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100772,250 23,358 – 795,608----------- ----------- ----------- ----------- +Changes from financing cash flows: +Proceeds from interest-bearing borrowings /H1100/H1100/H1100 – – 25,662 25,662 +Interest paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (79) (79) +Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (9,464) – (9,464) +Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (776) – (776) +Total changes from financing cash flows /H1100/H1100/H1100/H1100– (10,240) 25,583 15,343----------- ----------- ----------- ----------- +Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––----------- ----------- ----------- ----------- +Other changes: +Change in the carrying amount of redemption +liabilities (Note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100145,050 – – 145,050 +Derecognition of discounted bills receivable /H1100/H1100 – – (7,434) (7,434) +Interest expenses (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 776 79 855 +Decrease in lease liabilities from ceasing +leases contract during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (5,340) – (5,340)----------- ----------- ----------- ----------- +At December 31, 2023 and January 1, 2024 917,300 8,554 18,228 944,082----------- ----------- ----------- ----------- +Changes from financing cash flows: +Proceeds from interest-bearing borrowings /H1100/H1100/H1100 – – 48,573 48,573 +Repayment of interest-bearing borrowings /H1100/H1100/H1100 – – (12,100) (12,100) +Interest paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (454) (454) +Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (563) – (563) +Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (344) – (344) +Total changes from financing cash flows /H1100/H1100/H1100/H1100– (907) 36,019 35,112----------- ----------- ----------- ----------- +Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––----------- ----------- ----------- ----------- +Other changes: +Change in the carrying amount of redemption +liabilities (Note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100145,050 – – 145,050 +Derecognition of discounted bills receivable /H1100/H1100 – – (15,048) (15,048) +Interest expenses (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 344 454 798 +Increase in lease liabilities from entering into +new leases during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,462 – 1,462 +Decrease in lease liabilities from ceasing +leases contract during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (3,711) – (3,711)----------- ----------- ----------- ----------- +At December 31, 2024 and January 1, 2025 /H1100 1,062,350 5,742 39,653 1,107,745----------- ----------- ----------- ----------- +Changes from financing cash flows: +Proceeds from interest-bearing borrowings /H1100/H1100/H1100 – – 203,641 203,641 +Repayment of interest-bearing borrowings /H1100/H1100/H1100 – – (34,800) (34,800) +Interest paid /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – (2,543) (2,543) +Capital element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (5,115) – (5,115) +Interest element of lease rentals paid /H1100/H1100/H1100/H1100/H1100/H1100– (37) – (37) +Total changes from financing cash flows /H1100/H1100/H1100/H1100– (5,152) 166,298 161,146----------- ----------- ----------- ----------- +Exchange adjustments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––––----------- ----------- ----------- ----------- +APPENDIX I ACCOUNTANTS’ REPORT +– I-35 – + + +--- page 333 --- +Redemption +liabilities Lease liabilities +Interest-bearing +borrowings Total +RMB’000 RMB’000 RMB’000 RMB’000 +(Note 22) (Note 21) (Note 19) +Other changes: +Change in the carrying amount of redemption +liabilities (Note 22) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100145,050 – – 145,050 +Derecognition of discounted bills receivable /H1100/H1100 – – (12,553) (12,553) +Interest expenses (Note 6(a)) /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 37 2,543 2,580 +Increase in lease liabilities from entering into +new leases during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 1,216 – 1,216 +Decrease in lease liabilities from ceasing +leases contract during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– (257) – (257)----------- ----------- ----------- ----------- +At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,207,400 1,586 195,941 1,404,927 +(e) Total cash outflow for leases +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within operating cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100126 99 152 +Within financing cash flows /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,240 907 5,152 +10,366 1,006 5,304 +19 INTEREST-BEARING BORROWINGS +The Group and the Company +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Bank loans /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,100 32,100 195,941 +Discounted bills receivables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,128 7,553 – +18,228 39,653 195,941 +As at the end of each reporting period, the interest-bearing borrowings were repayable as follows: +The Group and the Company +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within one year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,228 32,353 104,813 +After one year but within two years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 5,000 +After two year but within five years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 7,300 86,128 +18,228 39,653 195,941 +As at the end of each reporting period, the interest-bearing borrowings were secured as follows: +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +– Secured /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11006,128 7,553 36,000 +– Unsecured /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,100 32,100 159,941 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018,228 39,653 195,941 +As at December 31, 2023, 2024 and 2025, the interest-bearing borrowings of RMB6,128,000, RMB7,553,000 and nil were +secured by the bills receivables, respectively. +As at December 31, 2025, the bank loans drawn down by the Group totaling RMB36,000,000 were secured by the patents of +the Group. The carrying amount of these patents is nil as they have not been capitalised as intangible assets. +APPENDIX I ACCOUNTANTS’ REPORT +– I-36 – + + +--- page 334 --- +20 TRADE AND OTHER PAYABLES +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,740 18,877 52,527 +Bill payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100610 11,144 20,847 +Payables for purchase of property, plant and equipment /H1100/H1100/H11002,773 6,015 7,289 +Payroll payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,889 6,106 8,315 +Accrued listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 7,001 +Endorsement liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 9,972 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,365 4,127 5,507 +22,377 46,269 111,458 +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,529 17,216 48,770 +Bill payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100610 11,144 20,847 +Payables for purchase of property, plant and equipment /H1100/H1100/H11002,773 5,994 7,289 +Payroll payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,716 4,767 6,903 +Accrued listing expenses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 7,001 +Payables due to subsidiaries /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110091,216 87,701 85,945 +Endorsement liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 9,972 +Others /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,739 3,571 5,301 +110,583 130,393 192,028 +All trade and other payables are to be settled within one year or are repayable on demand. +As of the end of each reporting period, the ageing analysis of trade payables and bills payable (which are included in the trade +and other payables) based on the invoice date is as follows: +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,961 29,404 73,317 +After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100371 472 53 +After 2 year but within 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 145 1 +Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––3 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,350 30,021 73,374 +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11009,750 27,743 69,560 +After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100371 472 53 +After 2 year but within 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110018 145 1 +Over 3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100––3 +Total /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110010,139 28,360 69,617 +APPENDIX I ACCOUNTANTS’ REPORT +– I-37 – + + +--- page 335 --- +21 LEASE LIABILITIES +The following table shows the remaining contractual maturities of the Group’s lease liabilities at the end of each of the +reporting period. +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +– Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,075 5,027 722------------ ------------ ------------ +– After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,552 522 590 +– After 2 years but within 5 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,927 193 274 +7,479 715 864------------ ------------ ------------ +8,554 5,742 1,586 +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +– Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– 4,548 – +– After 1 year but within 2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,389 – – +4,389 4,548 – +22 REDEMPTION LIABILITIES +The Group and the Company +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100772,250 917,300 1,062,350 +Changes in the carrying amount of redemption liabilities /H1100/H1100 145,050 145,050 145,050 +At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100917,300 1,062,350 1,207,400 +Presented in +– Current liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100917,300 1,062,350 1,207,400 +From September 2016 to December 2022, the Company conducted several rounds of financing by issuing registered capital +to investors and granting them a right to put back the Company the registered capital acquired upon the occurrence of any of the +following events: +(i) a qualified Initial Public Offering (the “Qualified IPO”) has not been consummated by the Company by December 31, +2024; +(ii) the occurrence of a change in control of the Group or substantial obstacle from the Qualified IPO; +(iii) material breach of the transaction documents by the Group or its founders that cannot be remediated within 60 days; +(iv) the founder proposing not to serve in the Group or having integrity issues that leads to significant adverse impact on +business operation of the Group and cannot be remediated within 60 days; and +(v) other events specified in the shareholders agreements, which are beyond the control of the Company. +APPENDIX I ACCOUNTANTS’ REPORT +– I-38 – + + +--- page 336 --- +In case of the occurrence of events of (iii) and (iv) as described above, the redemption amount is the respective subscription +consideration plus a simple interest at 30% per annum for the period commencing from the original investment date to the redemption +settlement date and deducting any dividends already paid. +In case of the occurrence of the other events as described above, the redemption amount is the respective subscription +consideration plus a simple interest at 13% per annum for the period commencing from the original investment date to the redemption +settlement date, and any declared but unpaid dividends. +The redemption liabilities are measured at the highest amount expected to be paid to the investors upon redemption at the +initial recognition and at the end of each reporting period. Any changes in the carrying amount of redemption liabilities were recorded +in “Changes in carrying amount of redemption liabilities”. +Pursuant to a supplemental agreement entered into in December 2025, on the date immediately before the date of the first +submission, which was January 1, 2026, (a) the redemption rights upon the occurrence of events of (iii) and (iv) as described above +were irrevocably terminated; and (b) the other redemption rights were suspended and shall be reinstated when the Company’s listing +application is withdrawn or rejected. The redemption rights will be automatically terminated upon the completion of a qualified IPO. +23 DEFERRED INCOME +The Group and the Company +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +At the beginning of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,698 12,898 11,966 +Additions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,211 1,307 14,109 +Government grant recognised as other net income /H1100/H1100/H1100/H1100/H1100/H1100(2,011) (2,239) (2,419) +At the end of the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,898 11,966 23,656 +Deferred income of the Group mainly includes certain conditional government grants for the acquisition of property, plant and +equipment, which will be recognised as income when those conditions are met. +24 EQUITY-SETTLED SHARE-BASED TRANSACTIONS +In December 2025, the Group adopted a share incentive plan (the “Incentive Plan”), pursuant to which, 1,140,000 shares and +175,000 shares of the Company were granted to eligible employees and certain executive directors of the Group (the “Participants”), +respectively. These shares are held by Jieyang Information Consulting Partnership (Limited Partnership) (“Jieyang Information”). +Jieyang Information is controlled and managed by Zhang Jie, Chairman of the board of directors of the Company. The subscription +price of these awarded shares is RMB8.60 per share. +The awarded shares granted to the Participants shall be vested upon the condition that the Participants remain in service upon +the first anniversary of completion of an IPO of the Company. The share-based payment transactions were recognized over the +vesting period, which is based on the estimated time of the completion of the IPO. +As at December 31, 2025, the balance of unvested awarded shares is 1,315,000 shares. None of the awarded shares were +vested during the year ended December 31, 2025. +The fair value of the awarded shares at the date of grant was determined by an external valuer taking into the terms and +conditions upon which the awarded shares were granted. Back solve method was used to determine the underlying fair value of the +shares of the Company. +The fair value of the awarded shares granted and the key assumptions to the valuation at the grant date are summarized as +below: +2025 +Fair value per awarded share /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100RMB46.56 +Risk-free interest rate /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001.29% +Expected dividend yield /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11000.00% +Expected volatility /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110065.76% +The total expenses recognised in the consolidated statement of profit or loss and other comprehensive income arising from +share-based payment transactions were RMB3,222,000 for the year ended December 31, 2025. +APPENDIX I ACCOUNTANTS’ REPORT +– I-39 – + + +--- page 337 --- +25 CAPITAL, RESERVES AND DIVIDENDS +(a) Movements in components of equity +The reconciliation between the opening and closing balances of each component of the Group’s consolidated equity is set out +in the consolidated statements of changes in equity. Details of the changes in the Company’s individual components of equity +between the beginning and the end of each year are set out below: +Note Share capital Share premium Capital reserve +Accumulated +losses Total deficit +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Balance at January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H110087,924 435,202 (483,500) (364,769) (325,143) +Changes in equity for 2023 +Loss and total comprehensive income +for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (142,635) (142,635) +Balance at December 31, 2023 and +January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110087,924 435,202 (483,500) (507,404) (467,778) +Changes in equity for 2024 +Loss and total comprehensive income +for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (143,828) (143,828) +Balance at December 31, 2024 and +January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110087,924 435,202 (483,500) (651,232) (611,606) +Changes in equity for 2025 +Loss and total comprehensive income +for the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – – (155,349) (155,349) +Contribution from the shareholder /H1100/H1100/H110025(c) 2,033 15,441 – – 17,474 +Equity-settled share-based transactions /H1100 24 – – 3,222 – 3,222 +Balance at December 31, 2025 /H1100/H1100/H1100/H1100 89,957 450,643 (480,278) (806,581) (746,259) +(b) Dividends +No dividends were paid or declared by the Company during the Track Record Period. +(c) Share capital +Number of shares Amount +’000 RMB’000 +Registered ordinary shares of RMB1 each +At January 1, 2023, December 31, 2023 and 2024 and +December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110089,957 89,957 +Issued and fully paid +At January 1, 2023, December 31, 2023 and 2024 and January 1, 2025 /H1100/H1100 87,924 87,924 +Contribution from a shareholder /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,033 2,033 +At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110089,957 89,957 +In December 2025, Jieyang Information contributed RMB17,474,000 in cash to the Company for the shares subscribed +previously. Accordingly, RMB2,033,000 and RMB15,441,000 were credited to the share capital and share premium of the Company. +(d) Nature and purpose of reserves +(i) Share premium +Share premium represents the excess of the net considerations from the shareholders of the Company over the total +share capital subscribed. +(ii) Capital reserve +Capital reserve mainly represents the followings: +– the financial instruments issued to the investors with preferred rights (Note 22) that has been recognised in +accordance with the accounting policy in Note 2(o); and +– share-based payments expenses recognised based on the fair value of the awarded shares (Note 24) in +accordance with the accounting policy in Note 2(q)(ii). +APPENDIX I ACCOUNTANTS’ REPORT +– I-40 – + + +--- page 338 --- +(e) Capital risk management +The Group’s primary objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, +so that it can continue to provide returns for equity shareholders and benefits for other stakeholders. +The Group actively and regularly reviews and manages its capital structure to ensure optimal capital structure and +shareholders return, taking into consideration the future of the Group and capital efficiency, prevailing and projected profitability, +projected operating cash flows and projected capital expenditures. +The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain +or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders, issue new +shares, new debt financing or the redemption of existing debt. The Group made no changes to its capital management objectives, +policies or processes during the current and prior years. +Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements. +26 FINANCIAL RISK MANAGEMENT AND FAIR V ALUES OF FINANCIAL INSTRUMENTS +Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the Group’s business. +The Group’s exposure to these risks and the financial risk management policies and practices used by the Group to manage +these risks are described below. +(a) Credit risk +Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the +Group. The Group’s credit risk is primarily attributable to trade and other receivables. The Group’s exposure to credit risk arising +from cash and cash equivalents, time deposits and structured deposits are limited because the counterparties are banks and financial +institutions with high-credit-quality, for which the Group considers having low credit risk. +Management has assessed that during the Track Record Periods, other receivables have not had a significant increase in credit +risk since initial recognition. Thus, a 12-month expected credit loss approach that results from possible default event within 12 +months of each reporting date is adopted by management. Management of the Company expect the occurrence of losses from +non-performance by the counterparties of other receivables was remote and loss allowance provision for other receivables was +immaterial. The expected credit loss rate is insignificant and close to zero. +The Group does not provide any guarantees which would expose the Group to credit risk. +Trade receivables +The Group has established a credit risk management policy under which individual credit evaluations are performed +on all customers requiring credit over a certain amount. These evaluations focus on the customer’s past history of making +payments when due and current ability to pay, and take into account information specific to the customer as well as pertaining +to the economic environment in which the customer operates. Trade receivables are due within 30-180 days from the date of +billing. Normally, the Group does not obtain collateral from customers. +The Group has no significant concentrations of credit risk. As at December 31, 2023, 2024 and 2025, 11%, 13% and +13% of the total trade receivables were due from the Group’s largest customer, respectively. +The Group measures loss allowances for trade receivables at an amount equal to lifetime ECLs, which is calculated +using a provision matrix. As the Group’s historical credit loss experience does not indicate significantly different loss patterns +for different customer segments, the loss allowance based on past due status is not further distinguished between the Group’s +different customer bases. +APPENDIX I ACCOUNTANTS’ REPORT +– I-41 – + + +--- page 339 --- +The following table provides information about the Group’s exposure to credit risk and ECLs for trade receivables: +As at 31 December 2023 +Expected loss rate +Gross carrying +amount Loss allowance +% RMB’000 RMB’000 +Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005% 63,594 (3,324) +1-2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012% 2,810 (337) +66,404 (3,661) +As at 31 December 2024 +Expected loss rate +Gross carrying +amount Loss allowance +% RMB’000 RMB’000 +Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005% 70,771 (3,539) +1-2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110014% 10,059 (1,366) +2-3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110030% 94 (28) +80,924 (4,933) +As at 31 December 2025 +Expected loss rate +Gross carrying +amount Loss allowance +% RMB’000 RMB’000 +Within 1 year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005% 209,133 (11,160) +1-2 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012% 8,872 (1,032) +2-3 years /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110031% 1,763 (547) +219,768 (12,739) +Movement in the loss allowance account in respect of trade receivables during the year is as follows: +Loss allowance +RMB’000 +At January 1, 2023 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,350 +Impairment losses recognised /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,311 +At December 31, 2023 and January 1, 2024 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,661 +Impairment losses recognised /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,272 +At December 31, 2024 and January 1, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,933 +Impairment losses recognised /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11007,806 +At December 31, 2025 /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110012,739 +(b) Liquidity risk +The Group’s policy is to regularly monitor its liquidity requirements and its compliance with lending covenants, to ensure that +it maintains sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet its liquidity +requirements in the short and longer term. +APPENDIX I ACCOUNTANTS’ REPORT +– I-42 – + + +--- page 340 --- +The following tables show the remaining contractual maturities at the end of each reporting period of the Group’s +non-derivative financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed +using contractual rates or, if floating, based on rates current at the end of each reporting period) and the earliest date the Group can +be required to pay: +As at December 31, 2023 +Contractual undiscounted cash outflow +Within 1 year or +on demand +More than 1 +year but less +than 2 years +More than 2 +years but less +than 5 years Total Carrying amount +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H110018,497 – – 18,497 18,228 +Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H110022,377 – – 22,377 22,377 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,264 5,841 2,002 9,107 8,554 +Redemption liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100917,300 – – 917,300 917,300 +959,438 5,841 2,002 967,281 966,459 +As at December 31, 2024 +Contractual undiscounted cash outflow +Within 1 year or +on demand +More than 1 +year but less +than 2 years +More than 2 +years but less +than 5 years Total Carrying amount +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H110033,029 201 7,843 41,073 39,653 +Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H110046,269 – – 46,269 46,269 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11005,059 538 195 5,792 5,742 +Redemption liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,062,350 – – 1,062,350 1,062,350 +1,146,707 739 8,038 1,155,484 1,154,014 +As at December 31, 2025 +Contractual undiscounted cash outflow +Within 1 year or +on demand +More than 1 +year but less +than 2 years +More than 2 +years but less +than 5 years Total Carrying amount +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Interest-bearing borrowings /H1100/H1100/H1100/H1100/H1100/H1100119,070 7,256 89,961 216,287 195,941 +Trade and other payables /H1100/H1100/H1100/H1100/H1100/H1100/H1100111,458 – – 111,458 111,458 +Lease liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100764 608 278 1,650 1,586 +Redemption liabilities /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,207,400 – – 1,207,400 1,207,400 +1,438,692 7,864 90,239 1,536,795 1,516,385 +(c) Interest rate risk +The Group’s bank balances, other than time deposits with banks, expose to cash flow interest rate risk due to the fluctuation +of the prevailing market interest rate. The management of the Company consider the Group’s exposure to interest rate risk in respect +of cash and cash equivalents and interest-bearing borrowings is not material. +(d) Currency risk +The Group is not exposed to significant foreign currency risk since financial assets and liabilities denominated in currencies +other than functional currencies of the respective entities comprising the Group are not material. +APPENDIX I ACCOUNTANTS’ REPORT +– I-43 – + + +--- page 341 --- +(e) Fair value measurement +(i) Financial assets and liabilities measured at fair value +Fair value hierarchy +The following table presents the fair value of the Group’s financial instruments measured at the end of each +reporting period on a recurring basis, categorised into the three-level fair value hierarchy as defined in IFRS 13, Fair +value measurement. The level into which a fair value measurement is classified is determined with reference to the +observability and significance of the inputs used in the valuation technique as follows: +– Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active +markets for identical assets or liabilities at the measurement date; +– Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet +Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market +data are not available; +– Level 3 valuations: Fair value measured using significant unobservable inputs. +The Group has a team headed by the finance manager performing valuation for structured deposits which are +categorized into Level 3 of the fair value hierarchy. The team reports directly to the chief financial officer. A valuation +analysis of changes in fair value measurement is prepared by the team periodically, and is reviewed and approved by +the chief financial officer. +As at December 31, 2023 +Fair value at 31 +December 2023 Level 1 Level 2 Level 3 +RMB’000 RMB’000 RMB’000 RMB’000 +Recurring fair value measurements +Financial assets: +Bill receivables measured at FVOCI /H1100/H1100/H1100/H1100/H1100/H11002,139 – 2,139 – +As at December 31, 2024 +Fair value at 31 +December 2024 Level 1 Level 2 Level 3 +RMB’000 RMB’000 RMB’000 RMB’000 +Recurring fair value measurements +Financial assets: +Bill receivables measured at FVOCI /H1100/H1100/H1100/H1100/H1100/H1100433 – 433 – +As at December 31, 2025 +Fair value at 31 +December 2025 Level 1 Level 2 Level 3 +RMB’000 RMB’000 RMB’000 RMB’000 +Recurring fair value measurements +Financial assets: +Bill receivables measured at FVOCI /H1100/H1100/H1100/H1100/H1100/H11001,824 – 1,824 – +Structured deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110035,078 – – 35,078 +36,902 – 1,824 35,078 +During the years ended December 31, 2023, 2024 and 2025, there were no transfers between Level 1 and Level 2, or +transfers into or out of Level 3. +The fair value of bill receivables measured at FVOCI has been calculated by discounting the expected future cash flows +using rates currently available for instruments with similar terms, credit risk and remaining maturities at the end of each +reporting period. +APPENDIX I ACCOUNTANTS’ REPORT +– I-44 – + + +--- page 342 --- +The fair value of structured deposits as at December 31, 2025 is determined using discounted cash flow model based +on the estimated yield rate ranging from 1.20% to 1.66%. If the estimated yield rate increase/decrease 100 base points, while +all the other variables were held constant, the Group’s loss would decrease/increase by RMB56,000 at December 31, 2025. +The movement during the period in the balance of these Level 3 fair value measurements are as follow: +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Structured deposits: +At January 1, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110079,269 – – +Proceeds from disposal of structured deposits /H1100/H1100/H1100/H1100/H1100(81,432) – – +Placement of structured deposits /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 35,000 +Net realised and unrealised gain recognised in profit +or loss during the year /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,163 – 78 +At December 31, /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 35,078 +(ii) Fair value of financial assets and liabilities carried at other than fair value +The carrying amounts of the Group’s financial instruments carried at amortised cost were not materially different from +their fair values as at each of the reporting periods. +27 COMMITMENT +Commitments in respect of property, plant and equipment outstanding at the end of each reporting period not provided for +in the Historical Financial Information were as follows: +As at December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Contracted for /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H110017,189 10,793 38,747 +28 MATERIAL RELATED PARTY TRANSACTIONS +(a) Key management personnel remuneration +Remuneration for key management personnel of the Group, including amounts paid to the Company’s directors as disclosed +in Note 8 and certain of the highest paid employees as disclosed in Note 9, is as follows: +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Salaries and other emoluments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11002,682 4,129 4,126 +Discretionary bonuses /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100391 673 1,079 +Retirement scheme contributions /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100169 214 115 +Equity-settled share-based payments /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100– – 796 +3,242 5,016 6,116 +APPENDIX I ACCOUNTANTS’ REPORT +– I-45 – + + +--- page 343 --- +(b) Related party transactions +During each of the end of the reporting period, the directors are of the view that the following parties are related parties: +Name of party Relationship +Zhang Jie ੵ௫ Director of the Company +Shengzhou Wuzhou Xinhua Bearing and Forging Co., +Ltd.*ʮ̡ (“Wuzhou +Xinhua”) +Entity controlled by the immediate family member of a +director of the Company +Shengzhou Xinhua Bearing Co., Ltd.*ࠢ +ʮ̡ (“Shengzhou Xinhua”) +Entity controlled by the immediate family member of a +director of the Company +* The English translation of the name of these companies is for reference only. The official names of these companies +are in Chinese. +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Rendering of service to +Wuzhou Xinhua /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100–7– +Shengzhou Xinhua /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11001,140 1,428 769 +1,140 1,435 769 +Purchase of services and goods from +Wuzhou Xinhua /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100665 1,323 2,417 +Shengzhou Xinhua /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100264 77 11 +929 1,400 2,428 +Payment on behalf of the Group +Shengzhou Xinhua /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11003,870 4,978 3,296 +Lease payments to +Shengzhou Xinhua /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11008,119 – 4,548 +(c) Related party balances +Y ears ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade in nature: +Trade receivables due from +Shengzhou Xinhua /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100387 1,038 – +Trade payables due to +Wuzhou Xinhua /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100608 1,341 1,503 +Lease liabilities due to +Shengzhou Xinhua /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H11004,389 4,548 – +Non-trade in nature: +Other payables due to +Shengzhou Xinhua /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100556 927 631 +The non-trade amounts due to the related party are expected to be paid prior to the Listing of the Company. +In January 2022, the Company entered into a four-year lease contract in respect of certain leasehold properties from +Shengzhou Xinhua as office and manufacturing premise. At the commencement date of the lease, the Company recognised a +right-of-use asset and lease liability of RMB14,886,000. +APPENDIX I ACCOUNTANTS’ REPORT +– I-46 – + + +--- page 344 --- +29 POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET +EFFECTIVE FOR THE TRACK RECORD PERIOD +Up to the date of issue of this report, the IASB has issued a number of new or amended standards, which are not yet effective +for the Track Record Period and which have not been adopted in preparing the Historical Financial Information. +Effective for accounting +periods beginning on or after +Amendments to IFRS 9 and IFRS 7, Contracts Referencing Nature – dependent Electricity January 1, 2026 +Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of +Financial Instruments +January 1, 2026 +Annual Improvements to IFRS Accounting Standards – V olume 11 January 1, 2026 +IFRS 18, Presentation and Disclosure in Financial Statements January 1, 2027 +IFRS 19, Subsidiaries without Public Accountability: Disclosures January 1, 2027 +Amendments to IAS 21, Translation to a hyperinflationary presentation currency January 1, 2027 +Amendments to IFRS 10 and IAS 28, Sale or contribution of assets between an investor and +its associate or joint venture +To be determined +The Group is in the process of making an assessment of what the impact of these developments is expected to be in the period +of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact on the Group’s results +of operations and financial position except for the following: +IFRS 18, Presentation and Disclosure in Financial Statements +IFRS 18 will replace IAS 1 Presentation of financial statements and aims to improve the transparency and comparability of +information about an entity’s financial statements. IFRS 18 is effective for annual reporting periods beginning on or after January +1, 2027 and is to be applied retrospectively. +Among other changes, under IFRS 18, entities are required to classify all income and expenses into five categories in the +statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities +are also required to provide specific disclosures about management-defined performance measures in a single note in the financial +statements. +The Group does not plan to early adopt IFRS 18. IFRS 18 will impact the presentation of financial statements and is not +expected to have significant impact on the financial performance and positions of the Group. +30 SUBSEQUENT EVENTS +There were no material subsequent events after December 31, 2025 and up to date of this report. +SUBSEQUENT FINANCIAL STATEMENTS +No audited financial statements have been prepared by the Company and its subsidiaries comprising +the Group in respect of any period subsequent to December 31, 2025. +APPENDIX I ACCOUNTANTS’ REPORT +– I-47 – + + +--- page 345 --- +The following information does not form part of the Accountants’ Report from KPMG, Certified +Public Accountants, Hong Kong, the Company’ s reporting accountants of the Company, as set out in +Appendix I to this prospectus, and is included for illustrative purposes only. +The unaudited pro forma financial information should be read in conjunction with the “Financial +Information” section in this prospectus and the Accountants’ Report set out in Appendix I to this +prospectus. +A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED NET TANGIBLE ASSETS +The following unaudited pro forma statement of adjusted net tangible assets of the Group prepared +in accordance with Rule 4.29 of the Listing Rules is set out below to illustrate the effect of the Global +Offering on the consolidated net tangible liabilities as at December 31, 2025 as if the Global Offering had +taken place on December 31, 2025. +The unaudited pro forma statement of adjusted net tangible assets has been prepared for illustrative +purposes only and because of its hypothetical nature, it may not give a true picture of the financial position +of the Group had the Global Offering been completed as at December 31, 2025 or any future date. +Consolidated +net tangible +liabilities as at +December 31, +2025 (1) +Estimated net +proceeds from +the Global +Offering ( 2&4 ) +Estimated +impact upon the +reclassification +of redemption +liabilities (3) +Unaudited pro +forma adjusted +consolidated net +tangible assets +Unaudited pro forma +adjusted net tangible +assets per Share (4) +RMB’000 RMB’000 RMB’000 RMB’000 RMB HK$ (5) +Based on an Offer Price of +HK$77.00 per Offer Share /H1100(822,463) 838,474 1,207,400 1,223,411 11.83 13.61 +Based on an Offer Price of +HK$85.50 per Offer +Share /H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100/H1100(822,463) 932,823 1,207,400 1,317,760 12.74 14.66 +Notes: +(1) The consolidated net tangible liabilities as at December 31, 2025 is calculated based on the consolidated total deficit +of RMB820,631,000 as at December 31, 2025, less the intangible assets of RMB1,832,000 as at December 31, 2025, +extracted from the Accountants’ Report set out in Appendix I to the Prospectus. +(2) The estimated net proceeds from the Global Offering are based on the expected issuance of 13,441,900 H shares and +the indicative Offer Prices of HK$77.00 and HK$85.50 per Offer Share, respectively, being the lower end price and +higher end price of the stated Offer Price range, after deduction of estimated underwriting fee and other related listing +expenses paid or payable by the Company (excluding listing expenses charged to profit or loss during the Track Record +Period of RMB13,436,000), respectively, and does not take into account of any Shares which may be issued upon the +exercise of the Over-allotment Option. +(3) The estimated impact is calculated based on the carrying amount of redemption liabilities of RMB1,207,400,000 (as +set out in Note 22 of Appendix I in this prospectus). Upon the completion of the Global Offering, the preferred rights +held by the investors will be automatically terminated and these liabilities will be reclassified from liabilities to equity +accordingly. +(4) The unaudited pro forma adjusted net tangible assets per Share is arrived at after the above adjustment and on the basis +that 103,398,787 Shares in issue immediately following the completion of the Global Offering and assuming that the +Global Offering had been completed on December 31, 2025 without taking into account of the Shares which may be +issued upon exercise of the Over-allotment Option. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-1 – + + +--- page 346 --- +(5) For illustrative purpose, the estimated net proceeds from the Global Offering are converted from Hong Kong dollar into +Renminbi and the unaudited pro forma adjusted net tangible assets attributable to the equity shareholders of the +Company per Share is converted from the Renminbi into Hong Kong dollar at a rate of HK$1 = RMB0.8693, being +the PBOC rate prevailing on the Latest Practicable Date. No representation is made that the Hong Kong Dollars +amounts have been, could have been or may be converted into Renminbi, or vice versa at that rate. +(6) No adjustment has been made to reflect any trading result or other transactions of the Company entered into subsequent +to December 31, 2025. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-2 – + + +--- page 347 --- +The following is the text of a report received from the reporting accountants, KPMG, Certified Public +Accountants, Hong Kong, in respect of the Group’ s pro forma financial information for the purpose in this +prospectus. +INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE +COMPILATION OF PRO FORMA FINANCIAL INFORMATION +TO THE DIRECTORS OFʮ̡ ZHEJIANG LAIFUAL DRIVE CO., LTD. +We have completed our assurance engagement to report on the compilation of pro forma financial +information ofʮ̡ Zhejiang Laifual Drive Co., Ltd. (the “Company”) and its +subsidiaries (collectively the “Group”) by the directors of the Company (the “Directors”) for illustrative +purposes only. The unaudited pro forma financial information consists of the unaudited pro forma +statement of adjusted net tangible assets as at December 31, 2025 and related notes as set out in Part A +of Appendix II to the prospectus dated June 22, 2026 (the “Prospectus”) issued by the Company. The +applicable criteria on the basis of which the Directors have compiled the pro forma financial information +are described in Part A of Appendix II to the Prospectus. +The pro forma financial information has been compiled by the Directors to illustrate the impact of +the proposed offering of the ordinary shares of the Company (the “Global Offering”) on the Group’s +financial position as at December 31, 2025 as if the Global Offering had taken place at December 31, 2025. +As part of this process, information about the Group’s financial position as at December 31, 2025 has been +extracted by the Directors from the Group’s historical financial information included in the Accountants’ +Report as set out in Appendix I to the Prospectus. +Directors’ Responsibilities for the Pro Forma Financial Information +The Directors are responsible for compiling the pro forma financial information in accordance with +paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong +Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma +Financial Information for Inclusion in Investment Circulars” (“AG 7”) issued by the Hong Kong Institute +of Certified Public Accountants (“HKICPA”). +Our Independence and Quality Management +We have complied with the independence and other ethical requirements of the Code of Ethics for +Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, +objectivity, professional competence and due care, confidentiality and professional behaviour. +Our firm applies Hong Kong Standard on Quality Management 1 “Quality Management for Firms +that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services +Engagements”, which requires the firm to design, implement and operate a system of quality management +including policies or procedures regarding compliance with ethical requirements, professional standards +and applicable legal and regulatory requirements. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-3 – + + +--- page 348 --- +Reporting Accountants’ Responsibilities +Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, +on the pro forma financial information and to report our opinion to you. We do not accept any +responsibility for any reports previously given by us on any financial information used in the compilation +of the pro forma financial information beyond that owed to those to whom those reports were addressed +by us at the dates of their issue. +We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements +(“HKSAE”) 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial +Information Included in a Prospectus” issued by the HKICPA. This standard requires that the reporting +accountants plan and perform procedures to obtain reasonable assurance about whether the Directors have +compiled the pro forma financial information in accordance with paragraph 4.29 of the Listing Rules, and +with reference to AG 7 issued by the HKICPA. +For purpose of this engagement, we are not responsible for updating or reissuing any reports or +opinions on any historical financial information used in compiling the pro forma financial information, nor +have we, in the course of this engagement, performed an audit or review of the financial information used +in compiling the pro forma financial information. +The purpose of pro forma financial information included in an investment circular is solely to +illustrate the impact of a significant event or transaction on unadjusted financial information of the Group +as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes +of the illustration. Accordingly, we do not provide any assurance that the actual outcome of events or +transactions as at December 31, 2025 would have been as presented. +A reasonable assurance engagement to report on whether the pro forma financial information has +been properly compiled on the basis of the applicable criteria involves performing procedures to assess +whether the applicable criteria used by the Directors in the compilation of the pro forma financial +information provide a reasonable basis for presenting the significant effects directly attributable to the +event or transaction, and to obtain sufficient appropriate evidence about whether: + the related pro forma adjustments give appropriate effect to those criteria; and + the pro forma financial information reflects the proper application of those adjustments to the +unadjusted financial information. +The procedures selected depend on the reporting accountants’ judgement, having regard to the +reporting accountants’ understanding of the nature of the Group, the event or transaction in respect of +which the pro forma financial information has been compiled, and other relevant engagement +circumstances. +The engagement also involves evaluating the overall presentation of the pro forma financial +information. +We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for +our opinion. +Our procedures on the pro forma financial information have not been carried out in accordance with +attestation standards or other standards and practices generally accepted in the United States of America, +auditing standards of the Public Company Accounting Oversight Board (United States) or any overseas +standards and accordingly should not be relied upon as if they had been carried out in accordance with +those standards and practices. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-4 – + + +--- page 349 --- +We make no comments regarding the reasonableness of the amount of net proceeds from the issuance +of the Company’s shares, the application of those net proceeds, or whether such use will actually take +place as described in the section headed “Future Plans and Use of Proceeds” in the Prospectus. +Opinion +In our opinion: +(a) the pro forma financial information has been properly compiled on the basis stated; +(b) such basis is consistent with the accounting policies of the Group; and +(c) the adjustments are appropriate for the purposes of the pro forma financial information as +disclosed pursuant to paragraph 4.29(1) of the Listing Rules. +KPMG +Certified Public Accountants +Hong Kong +June 22, 2026 +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-5 – + + +--- page 350 --- +TAXATION IN MAINLAND CHINA +Income tax and capital gains tax of holders of the H shares is subject to the laws and practices of +the PRC and of jurisdictions in which holders of the H Shares are resident or otherwise subject to tax. The +following summary of certain relevant taxation provisions is based on current law and practice and has not +taken into account the expected change or amendment to the relevant laws or policies. The discussion has +no intention to cover all possible tax consequences resulting from the investment in H Shares, nor does +it take the specific circumstances of any particular investor into account, some of which may be subject +to special regulations. Accordingly, you should consult your own tax advisor regarding the tax +consequences of an investment in H Shares. The discussion is based upon laws and relevant interpretations +in effect as of the date of the Latest Practicable Date, which is subject to change and may have +retrospective effect. +Taxation on Dividends +Individual Investors +Under the provisions of the Individual Income Tax Law of the PRC ( +), last amended on August 31, 2018, and the Regulations on Implementation of the Individual Income +Tax Law of the PRC (ૢԷ), last amended on December 18, 2018 +(collectively referred to as the “IIT Law”), dividends disbursed by Chinese enterprises are subject to a flat +individual income tax rate of 20%. For foreign individuals who are not residents of China, dividends +received from a Chinese enterprise are generally taxed at 20%, unless there are specific exemptions +granted by the State Council’s tax authority or reductions under an applicable tax treaty. +According to the Announcement of State Taxation Administration on Promulgation of the +Administrative Measures on Non-resident Taxpayers Enjoying Treaty Benefits (೯б +<ج>ʮѓ), which came into effect on 1 January 2020, non- +resident taxpayers claiming treaty benefits shall be handled in accordance with the principles of +“self-assessment, claiming benefits, retention of the relevant materials for future inspection.” Where a +non-resident taxpayer self-assesses and concludes that it satisfies the criteria for claiming treaty benefits, +it may enjoy treaty benefits at the time of tax declaration or at the time of withholding through the +withholding agent, simultaneously gather and retain the relevant materials pursuant to the provisions of +these Measures for future inspection, and accept follow-up administration by the tax authorities. For +withholding at source and designated withholding, a non-resident taxpayer asserting that it satisfies the +criteria for claiming treaty benefits and need to claim such benefits shall complete an “Information Report +on Non-resident Taxpayers Claiming Treaty Benefits” truthfully, submit to the withholding agent +voluntarily, gather and retain the relevant materials pursuant to the relevant provisions. +In accordance with the Arrangement between the Mainland and the Hong Kong Special +Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion ( ʫ +τર), signed on August 21, 2006, the +PRC Government has the authority to impose taxes on dividends paid by a PRC company to Hong Kong +residents, including both natural persons and legal entities. The tax levied shall not exceed 10% of the total +dividends payable by the PRC company. However, if a Hong Kong resident directly holds 25% or more +of the equity interest in a PRC company and meets certain conditions as the beneficial owner of the equity, +the tax imposed shall not exceed 5% of the total dividends payable by the PRC company. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-1 – + + +--- page 351 --- +The Fifth Protocol of the Arrangement between the Mainland of China and the Hong Kong Special +Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion ( < +τર>), in effect since +December 6, 2019, introduces specific criteria determining entitlement to treaty benefits. According to this +protocol, treaty benefits will not be granted if, upon careful consideration of all relevant facts and +conditions, it is reasonably determined that obtaining these benefits was a primary purpose of the +arrangement or transactions, thereby providing direct or indirect benefits under the Arrangement. +Exceptions are made when such benefits align with the Arrangement’s relevant objectives and goals. +Additionally, the application of the dividend clause of tax agreements is bound by the stipulations +outlined in the PRC tax laws and regulations, including the guidelines specified in the Notice of the State +Taxation Administration on the Issues Concerning the Application of the Dividend Clauses of Tax +Agreements () (Guo Shui Han [2009] No. +81). Compliance with these regulations is essential in determining the taxation applicable to dividends +under the Arrangement. +Enterprise Investors +Pursuant to the provisions outlined in the PRC Enterprise Income Tax Law ( ʕശɛ͏ձΆุ +), enacted by the National People’s Congress of the PRC (NPC) on March 16, 2007, and +enforced from January 1, 2008, subsequently amended on February 24, 2017, and December 29, 2018, and +in alignment with the Implementation Provisions of the Enterprise Income Tax Law of the PRC ( ʕശ +ૢԷ), promulgated by the State Council on December 6, 2007, and +effective from January 1, 2008, last amended on December 6, 2024 and effective on January 20, 2025 +(collectively referred to as the “EIT Law”), it is established that a non-resident enterprise is generally +liable to a 10% enterprise income tax on income sourced within the PRC. Such income includes dividends +and bonuses received from a PRC resident enterprise. This taxation applies to non-resident enterprises that +lack a physical establishment or premises in the PRC. Alternatively, if an establishment or premise exists +within the PRC, but the PRC-sourced income is unrelated to said establishment or premise, it is subject +to the aforementioned taxation. +The withholding tax for non-resident enterprises is mandated to be deducted at the source, whereby +the entity making the payment assumes the role of the withholding agent. Consequently, the withholding +agent is obligated to withhold the income tax from the payment or due payment each time it is disbursed +or becomes due. +The Circular of the State Taxation Administration (STA) on Issues Relating to the Withholding and +Remitting of Enterprise Income Tax on Dividends Paid by PRC Resident Enterprises to Overseas +Non-PRC Resident Enterprise Shareholders of H Shares (͏ΆุΣྤ̮Hڢٰ +) (Guo Shui Han [2008] No. 897), which +was issued by the STA and implemented on November 6, 2008, further clarified that a PRC-resident +enterprise must withhold corporate income tax at a rate flat of 10% on the dividends of 2008 and onwards +that it distributes to overseas non-resident enterprise shareholders of H Shares. In addition, the Response +to Issues on Levying Enterprise Income Tax on Dividends Derived by Non-resident Enterprise from +Holding Stock such as B-shares (͏Άุ՟Bҭᔧ) +(Guo Shui Han [2009] No. 394) which was issued by the STA and implemented on July 24, 2009, further +provides that any PRC-resident enterprise that is listed on overseas stock exchanges must withhold +enterprise income tax at a rate of 10% on dividends of 2008 and onwards that it distributes to non-resident +enterprises. Such tax rates may be further changed pursuant to the tax treaty or agreement that China has +concluded with relevant jurisdictions, where applicable. Accordingly, dividends paid to non-PRC resident +enterprise (including HKSCC Nominees) shall be subject to withholding enterprise income tax at a rate +of 10%. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-2 – + + +--- page 352 --- +In accordance with the Arrangement between the Mainland and the Hong Kong Special +Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion, the +PRC Government is authorized to impose taxes on dividends disbursed by a PRC company to Hong Kong +residents, including both individuals and legal entities, not exceeding 10% of the total dividends payable +by the PRC company. If a Hong Kong resident directly holds 25% or more of the equity interest in a PRC +company, the tax shall not surpass 5% of the total dividends if the Hong Kong resident qualifies as the +beneficial owner of the equity, and specific conditions are met. +Furthermore, the Fifth Protocol of the Arrangement between the Mainland of China and the Hong +Kong Special Administrative Region on the Avoidance of Double Taxation and the Prevention of Fiscal +Evasion, introduces additional criteria for qualifying for treaty benefits. While other provisions may exist +within the Arrangement, treaty benefits shall not be granted for relevant gains if, based on all relevant facts +and conditions, it is reasonably determined that one of the main purposes of the arrangement or +transactions, which result in direct or indirect benefits under the Arrangement, is to obtain such treaty +benefits. This exception applies unless the grant of benefits aligns with the objectives and goals outlined +in the Arrangement. +It is important to note that the application of the dividend clause of tax agreements is contingent upon +compliance with PRC tax laws and regulations, including the guidelines provided in the Notice of the State +Taxation Administration on the Issues Concerning the Application of the Dividend Clauses of Tax +Agreements (Guo Shui Han [2009] No. 81). +Tax Treaties +Non-resident investors residing in jurisdictions that have established treaties or arrangements for the +avoidance of double taxation with the PRC may qualify for a reduction in the PRC enterprise income tax +levied on dividends received from PRC companies. Currently, the PRC has entered into Avoidance of +Double Taxation Treaties or Arrangements with several countries and regions, including the Hong Kong +Special Administrative Region, Macau Special Administrative Region, Australia, Canada, France, +Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom, and the United States. +Non-PRC resident enterprises eligible for preferential tax rates under these relevant taxation treaties +or arrangements are required to submit an application to the PRC tax authorities for a refund of the +enterprise income tax that exceeds the agreed tax rate. The approval of the refund application is subject +to the evaluation and decision of the PRC tax authorities. +Taxation on Share Transfer +V alue-Added Tax and Local Surcharges +Under the guidelines outlined in the Notice on the Full Implementation of the Pilot Program for +Transition from Business Tax to V alue-Added Tax () (Cai +Shui [2016] No. 36) (referred to as “Circular 36”), effective from May 1, 2016, and subsequently amended +on July 11, 2017, December 25, 2017, and March 20, 2019, individuals and entities conducting service +transactions within the PRC are obligated to pay V alue-Added Tax (V A T). “Sales of services within the +PRC” are defined as transactions where either the service provider or the recipient is situated within the +PRC. +Furthermore, Circular 36 specifies that the transfer of financial products, including the ownership +transfer of marketable securities, is subject to a V A T rate of 6% on the taxable income. Taxable income, +in this context, refers to the sales price balance after deducting the purchase price. This V A T obligation +applies to both general and foreign V A T taxpayers. Notably, individuals are exempt from V A T obligations +when engaging in the transfer of financial products. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-3 – + + +--- page 353 --- +As per the aforementioned regulations, non-resident individuals selling or disposing of H shares are +exempt from V A T in the PRC. However, if the holders are non-resident enterprises, they may avoid V A T +in the PRC only if the buyers of the H shares are individuals or entities located outside of the PRC. +Conversely, the holders might be subject to V A T in the PRC if the buyers of the H shares are individuals +or entities situated within the PRC. +Income Taxes +Individual investors +Under the IIT Law, gains arising from the transfer of equity interests in PRC resident enterprises are +subject to individual income tax at a rate of 20%. However, in accordance with the Circular of the Ministry +of Finance (MOF) and the STA on Declaring that Individual Income Tax Continues to be Exempted over +Income of Individuals from Transfer of Shares (ᘱᚃᅲе +) (Cai Shui Zi [1998] No. 61), issued jointly by the MOF and STA on March 30, +1998, gains obtained by individuals from the transfer of shares of listed companies have been temporarily +exempted from individual income tax since January 1, 1997. +However, on December 31, 2009, the MOF, the STA, and the CSRC jointly issued the Circular on +Related Issues on Levying Individual Income Tax over the Income Received by Individuals from the +Transfer of Listed Shares Subject to Sales Limitation ( +) (Cai Shui [2009] No. 167). This circular, effective from January 1, 2010, stipulates +that individuals’ income derived from the transfer of listed shares acquired through public offerings and +trading on the Shanghai Stock Exchange and the Shenzhen Stock Exchange remains exempt from +individual income tax. This exemption applies to shares not subject to sales restrictions, as defined in the +Supplementary Notice on Issues Concerning the Individual Income Tax on Individuals’ Income from the +Transfer of Restricted Stocks of Listed Companies ( +) (Cai Shui [2010] No. 70), jointly issued by the three aforementioned departments +and effective from November 10, 2010. +As of the Latest Practicable Date, there are no provisions expressly stating that individual income +tax shall be imposed on non-PRC resident individuals for the transfer of shares in PRC resident enterprises +listed on overseas stock exchanges. +Enterprise investors +In accordance with the Enterprise Income Tax (EIT) Law and the Implementation Provisions of the +Enterprise Income Tax Law of the PRC, non-resident enterprises are typically subject to a 10% enterprise +income tax on income sourced within the PRC. This includes gains realized from the disposal of equity +interests in a PRC resident enterprise. However, this taxation applies only if the non-resident enterprise +does not maintain a physical establishment or premises in the PRC, or if it does have such establishments +in the PRC, but its PRC-sourced income is not genuinely connected with those establishments. +The withholding of income tax for non-resident enterprises is executed at the source, with the entity +making the payment acting as the withholding agent. This withholding agent is obliged to deduct the +income tax from each payment or due payment made to the non-resident enterprise. It’s important to note +that the tax liability may be reduced or exempted in accordance with applicable tax treaties or agreements +on the avoidance of double taxation. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-4 – + + +--- page 354 --- +Stamp Duty +In compliance with the PRC Stamp Duty Law (), as issued by the +SCNPC on June 10, 2021, and enforced from July 1, 2022 (referred to as the “Stamp Duty Law”), all +entities and individuals involved in securities transactions within the PRC are obligated to pay stamp duty +as per the regulations outlined in the Stamp Duty Law. Consequently, the stipulations concerning stamp +duty applied to the transfer of shares of PRC-listed companies do not extend to the transfer and disposal +of H Shares by non-PRC investors outside the PRC. +Estate duty +Under prevailing PRC legislation, there is presently no imposition of estate duty within the +jurisdiction. +Major Taxes on the Company in the PRC +Please refer to the section headed “Regulatory Overview” of this prospectus. +FOREIGN EXCHANGE ADMINISTRATION IN THE PRC +The lawful currency of the PRC is Renminbi, which is currently subject to foreign exchange control +and cannot be freely converted into foreign currency. The SAFE, with the authorization of the People’s +Bank of China (the “PBOC”), is empowered with the functions of administering all matters relating to +foreign exchange, including the enforcement of foreign exchange control regulations. +The Regulations of the PRC on the Management of Foreign Exchange ( ʕശɛ͏ձ̮ි၍ଣ +ૢԷ, the “Regulations on the Management of Foreign Exchange”), which was promulgated by the State +Council on January 29, 1996 and effective on April 1, 1996, classifies all international payments and +transfers into current items and capital items. Most of the current items are not subject to the approval of +foreign exchange administrative authorities, while capital items are subject to the approval of foreign +exchange administrative authorities. According to the Regulations on the Management of Foreign +Exchange as amended on January 14, 1997 and August 5, 2008, the PRC will not impose any restriction +on international current payments and transfers. +The Regulations for the Administration of Settlement, Sale and Payment of Foreign Exchange ( ഐ +, the “Settlement Regulations”), which was promulgated by the PBOC on June +20, 1996 and effective on July 1, 1996, removes other restrictions on convertibility of foreign exchange +under current items, while imposing existing restrictions on foreign exchange transactions under capital +items. +According to the Announcement on Improving the Reform of the Renminbi Exchange Rate +Formation Mechanism (ʮѓ) (PBOC Announcement [2005] No. +16), which was issued by the PBOC on July 21, 2005 and effective on the same date, the PRC began to +implement a managed floating exchange rate system in which the exchange rate would be determined +based on market supply and demand and adjusted with reference to a basket of currencies from July 21, +2005. Therefore, the Renminbi exchange rate was no longer pegged to the U.S. dollar. The PBOC would +publish the closing price of the exchange rate of the Renminbi against trading currencies such as the U.S. +dollar in the interbank foreign exchange market after the closing of the market on each working day, as +the central parity of the currency against Renminbi transactions on the following working day. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-5 – + + +--- page 355 --- +On August 5, 2008, the State Council promulgated the revised Regulation on the Management of +Foreign Exchange, which has made substantial changes to the foreign exchange supervision system of the +PRC. First, it has adopted an approach of balancing the inflow and outflow of foreign exchange. Foreign +exchange income received overseas can be repatriated or deposited overseas, and foreign exchange and +settlement funds under the capital account are required to be used only for purposes as approved by the +competent authorities and foreign exchange administrative authorities; second, it has improved the RMB +exchange rate formation mechanism based on market supply and demand; third, in the event that +international balance of payment suffer or may suffer a material misbalance, or the national economy +encounters or may encounter a severe crisis, the State may adopt necessary safeguard or control measures +against international balance of payment; fourth, it has enhanced the supervision and administration of +foreign exchange transactions and grant extensive authorities to the SAFE to enhance its supervisory and +administrative powers. +According to the relevant laws and regulations in the PRC, PRC enterprises (including foreign +investment enterprises) which need foreign exchange for current item transactions may, without the +approval of the foreign exchange administrative authorities, effect payment from foreign exchange +accounts opened at the designated foreign exchange banks, on the strength of valid transaction receipt or +proof. Foreign investment enterprises which need foreign exchange for the distribution of profits to their +shareholders and PRC enterprises which, in accordance with regulations, are required to pay dividends to +their shareholders in foreign exchange (such as our Company) may, on the strength of resolutions of the +Board of Directors or the shareholders’ meeting on the distribution of profits, effect payment from foreign +exchange accounts at the designated foreign exchange banks or effect exchange and payment at the +designated foreign exchange banks. +On October 23, 2014, the State Council promulgated the Decisions on Matters including Canceling +and Adjusting a Batch of Administrative Approval Items (ᄲҭධͦഃ +) (Guo Fa [2014] No. 50), which decided to cancel the approval requirement of the SAFE +and its branches for the remittance and settlement of the proceeds raised from the overseas listing of the +foreign shares into RMB domestic accounts. +On December 26, 2014, the SAFE implemented the Notice of the SAFE on Issues Concerning the +Foreign Exchange Administration of Overseas Listing (ྤ̮ɪ̹̮ි၍ଣϞᗫਪ +) (Hui Fa [2014] No. 54), pursuant to which, a domestic company shall, within 15 business +days from the date of the end of its overseas listing issuance, register the overseas listing with the +Administration of Foreign Exchange at the place of its establishment; the proceeds from an overseas +listing of a domestic company may be remitted to the PRC or deposited overseas, but the use of the +proceeds shall be consistent with the contents as specified in the document and other disclosure +documents. +According to the Guidelines for the Foreign Exchange Business under the Capital Account (2024) +(ˏ(2024و)) issued by SAFE on April 3, 2024, in principle, the funds raised +by overseas listings of domestic companies should be repatriated to China in a timely manner, and can be +repatriated in RMB or foreign currency. The use of funds shall be consistent with the relevant contents +listed in the prospectus or corporate bond offering documents, shareholder circulars, resolutions of the +board of directors or shareholders’ meeting and other publicly disclosed documents. Domestic companies +using the funds raised from overseas listings to carry out overseas direct investment, overseas securities +investment, overseas lending and other businesses shall comply with the relevant foreign exchange +management regulations. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-6 – + + +--- page 356 --- +According to the Notice of the SAFE on Further Simplifying and Improving Policies for the Foreign +Exchange Administration of Direct Investment (ટҳ༟̮ි +) (Hui Fa [2015] No. 13) promulgated by the SAFE on February 13, 2015 and took +effect on June 1, 2015, and amended on December 30, 2019, two of the administrative examination and +approval items, being the confirmation of foreign exchange registration under domestic direct investment +and the confirmation of foreign exchange registration under overseas direct investment have been +canceled, the foreign exchange registration under domestic direct investment and overseas direct +investment shall be directly examined and handled by banks. The SAFE and its branch offices shall +indirectly regulate the foreign exchange registration of direct investment through banks. +According to the Notice of the State Administration of Foreign Exchange on Reforming and +Regulating Policies on the Administration of Foreign Exchange Settlement under Capital Accounts ( +) (Hui Fa [2016] No. 16) issued by the +SAFE and came into effect on June 9, 2016, the settlement of foreign exchange receipts under the capital +account (including the foreign exchange capital, external debts and funds recovered from overseas listing, +etc.) that are subject to discretionary settlement as already specified by relevant policies may be handled +at banks based on the domestic institutions’ actual requirements for business operation. The proportion of +discretionary settlement of domestic institutions’ foreign exchange receipts under the capital account is +temporarily determined as 100%. The SAFE may, based on the international balance of payments, adjust +the aforesaid proportion at appropriate time. +On January 26, 2017, the SAFE issued the Notice of the State Administration of Foreign Exchange +on Further Promoting the Reform of Foreign Exchange Administration and Improving the Examination of +Authenticity and Compliance (ஷ +) (Hui Fa [2017] No. 3) to further expand the scope of settlement for domestic foreign exchange loans, +allow settlement for domestic foreign exchange loans with export background under goods trading; allow +repatriation of funds under domestic guaranteed foreign loans for domestic utilization; allow settlement +for domestic foreign exchange accounts of foreign institutions operating in the Free Trade Pilot Zones; and +adopt the model of full-coverage RMB and foreign currency overseas lending management, where a +domestic institution engages in overseas lending, the sum of its outstanding overseas lending in RMB and +outstanding overseas lending in foreign currencies shall not exceed 30% of its owner’s equity in the +audited financial statements of the preceding year. +On October 23, 2019, the SAFE issued the Circular of the State Administration of Foreign Exchange +on Further Promoting Cross-border Trade and Investment Facilitation (ආ +) (Hui Fa [2019] No. 28), which stipulated that on the basis that investing +foreign-funded enterprises may make domestic equity investments with their capital funds in accordance +with laws and regulations, non-investing foreign-funded enterprises are permitted to legally make +domestic equity investments with their capital funds under the premise that the existing Special +Administrative Measures (Negative List) for the Access of Foreign Investment (ɝतй၍ଣ +݄(ఊ)) are not violated and domestic invested projects are true and compliant. +APPENDIX III TAXATION AND FOREIGN EXCHANGE +– III-7 – + + +--- page 357 --- +PRC LA WS AND REGULATIONS +The PRC Legal System +The PRC legal system is based on the Constitution of the PRC (the “Constitution”) and is made up +of written laws, administrative regulations, local regulations, autonomous regulations, separate +regulations, rules and regulations of State Council departments, rules and regulations of local +governments, laws of special administrative regions and international treaties of which the PRC +Government is a signatory, and other regulatory documents. Court judgments do not constitute legally +binding precedents, although they are used for the purposes of judicial reference and guidance. +Pursuant to the Constitution and the Legislation Law of the PRC (2023 Revision) ( ʕശɛ͏ձ +جج2023͍)) (the “Legislation Law”), the NPC and SCNPC are empowered to exercise the +legislative power of the State. The NPC has the power to formulate and amend the basic laws governing +criminal and civil matters, State institutions and other matters. The SCNPC formulates and amends laws +other than those required to be enacted by the NPC and to supplement and amend parts of the laws enacted +by the NPC during the adjournment of the NPC, provided that such supplements and amendments are not +in conflict with the basic principles of such laws. +The State Council is the highest organ of state administration and has the power to formulate +administrative regulations based on the Constitution and laws. The people’s congresses of the provinces, +autonomous regions and municipalities and their standing committees may formulate local regulations +based on the specific circumstances and actual needs of their respective administrative areas, provided that +such local regulations do not contravene any provision of the Constitution, laws or administrative +regulations. The people’s congresses of cities with districts and their respective standing committees may +formulate local regulations with respect to urban and rural construction and administration, ecological +civilization construction, historical and cultural protection, grassroots governance and other aspects +according to the specific circumstances and actual needs of such cities, provided that such local +regulations do not contravene any provision of the Constitution, laws, administrative regulations and local +regulations of their respective provinces or autonomous regions. If the law provides otherwise on the +formulation of local regulations by cities divided into districts, those provisions shall prevail. Such local +regulations of cities with districts will become enforceable after being reported to and approved by the +standing committees of the people’s congresses of the relevant provinces or autonomous regions. The +standing committees of the people’s congresses of the provinces or autonomous regions examine the +legality of local regulations submitted for approval, and such approval should be granted within four +months if they are not in conflict with the Constitution, laws, administrative regulations and local +regulations of such provinces or autonomous regions. Where, during the examination for approval of local +regulations of cities divided into districts by the standing committees of the people’s congresses of the +provinces or autonomous regions, conflicts are identified with the rules and regulations of the people’s +governments of the provinces or autonomous regions concerned, a decision should be made by the +standing committees of the people’s congresses of provinces or autonomous regions to resolve the issue. +People’s congresses of national autonomous areas have the power to enact autonomous regulations and +separate regulations in light of the political, economic and cultural characteristics of the ethnic groups in +the areas concerned. +The ministries, commissions of the State Council, the PBOC, the National Audit Office, institutions +with administrative functions directly under the State Council, and other institutions stipulated by law may +formulate rules and regulations within the power of their respective departments based on the laws, +administrative regulations, decisions and rulings of the State Council. Matters governed by the +departmental rules and regulations should be those for the enforcement of the laws, administrative +regulations, decisions and rulings of the State Council. The people’s governments of provinces, +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-1 – + + +--- page 358 --- +autonomous regions and municipalities directly under the central government and cities divided into +districts and autonomous regions may formulate rules, in accordance with laws, administrative regulations +and relevant local regulations of provinces, autonomous regions and municipalities directly under the +central government. +Pursuant to the Resolution of the SCNPC Providing an Improved Interpretation of the Law ( Ό +Ӕᙄ) passed on June 10, 1981, issues related to the +further clarification or supplement of laws or decrees should be interpreted by the SCNPC or provided by +with decrees, issues related to the application of laws in a court trial should be interpreted by the Supreme +People’s Court, issues related to the application of laws in a prosecution process should be interpreted by +the Supreme People’s Procuratorate, and the application of other laws and decrees in matters other than +those involved in trial or prosecution process should be interpreted by the State Council and the competent +authorities. The State Council and its ministries and commissions are also vested with the power to give +interpretations of the administrative regulations and departmental rules which they have promulgated. At +the regional level, the power to interpret regional laws and regulations is vested in the regional legislative +and administrative authorities which promulgate such laws and regulations. +The PRC Judicial System +Under the Constitution, the Law of Organization of the People’s Courts of the PRC (2018 revision) +(ج2018ࠈࡌ)) and the Law of Organization of the People’s +Procuratorate of the PRC (2018 revision) (ج2018ࠈࡌ)), the +people’s courts of the PRC are classified into the Supreme People’s Court, the local people’s courts at +various levels, and other special people’s courts. The local people’s courts at various levels are divided +into three levels, namely, the primary people’s courts, the intermediate people’s courts and the higher +people’s courts. The primary people’s courts may set up a number of people’s tribunals based on the facts +of the region, population and cases. The Supreme People’s Court is the highest judicial authority. The +Supreme People’s Court shall supervise the judicial work of the local people’s courts at all levels and +special people’s courts, and people’s courts at higher levels shall supervise the judicial work of people’s +courts at lower levels. The Chinese People’s Procuratorates are divided into the Supreme People’s +Procuratorate, local people’s procuratorates at various levels, and specialized people’s procuratorates such +as the Military Procuratorate. The Supreme People’s Procuratorate is the highest procuratorial organ. The +Supreme People’s Procuratorate directs the work of the local people’s procuratorates and specialized +people’s procuratorates at all levels, and the people’s procuratorates at higher levels direct the work of the +people’s procuratorates at lower levels. +The people’s court takes the rule of the second instance as the final rule, that is, the judgments or +rulings of the second instance of the people’s court are final. The parties may appeal against the judgment +or ruling of the first instance of a local people’s court. The people’s procuratorate may present a protest +to the people’s court at the next higher level in accordance with the procedures stipulated by the laws. In +the absence of any appeal by the parties and any protest by the people’s procuratorate within the stipulated +period, the judgments or rulings of the people’s court are final. Judgments or rulings of the second instance +of the intermediate people’s courts, the higher people’s courts and the Supreme People’s Court are final. +The first judgments or rulings of the Supreme People’s Court are also final. However, if the Supreme +People’s Court or a people’s court at the next higher level discovers an error in the final and binding +judgment or ruling which has taken effect in any people’s court at a lower level, or the presiding judge +of a people’s court discovers an error in a final and binding judgment which has taken effect in the court +over which he presides, a retrial of the case may be initiated according to the judicial supervision +procedures. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-2 – + + +--- page 359 --- +The Civil Procedure Law of the PRC () (the “PRC Civil Procedure +Law”) adopted on April 9, 1991 and amended five times on October 28, 2007, August 31, 2012, June 27, +2017, December 24, 2021 and September 1, 2023 prescribes the conditions for instituting a civil action, +the jurisdiction of the people’s courts, the procedures for conducting a civil action, and the procedures for +enforcement of a civil judgment or ruling. Each party to a civil action conducted within the PRC must +comply with the relevant provisions of the PRC Civil Procedure Law. A civil case is generally heard by +the court located in the defendant’s place of domicile. The court of jurisdiction in respect of a civil action +may also be chosen by explicit agreement among the parties to a contract, provided that the people’s court +having jurisdiction should be located at places directly connected with the disputes, such as the plaintiff’s +or the defendant’s place of domicile, the places where the contract is executed or signed or the place where +the object of the action is located. Meanwhile, such selection cannot violate the stipulations of hierarchical +jurisdiction and exclusive jurisdiction in any case. +A foreign individual, a person without nationality, a foreign enterprise and organization is given the +same litigation rights and obligations as a citizen, a legal person and other organization of the PRC when +initiating actions or defending against litigation at the people’s court. Should a foreign court limit the +litigation rights of citizens, a legal person, and other organizations of the PRC, the PRC court may apply +the same limitations to the civil litigation rights to citizens, enterprises and organizations of such foreign +country. A foreign individual, a person without nationality, a foreign enterprise and organization must +engage a PRC lawyer in case he or it needs to engage a lawyer for the purpose of initiating actions or +defending against litigations at the people’s court. In accordance with the international treaties to which +the PRC is a signatory or participant or according to the principle of reciprocity, a people’s court and a +foreign court may request each other to serve documents, conduct investigation and collect evidence and +conduct other actions on its behalf. A people’s court shall not accommodate any request made by a foreign +court which will result in the violation of sovereignty, security or public interests of the PRC. +All parties to a civil action shall perform the legally effective judgments and rulings. If any party +to a civil action refuses to abide by a judgement or ruling made by a people’s court or an award made by +an arbitration tribunal in the PRC, the other party may apply to the people’s court for the enforcement of +the same within two years subject to application for postponed enforcement or revocation. If a party fails +to satisfy within the stipulated period a judgement which the court has granted an enforcement approval, +the court may, upon the application of the other party, mandatorily enforce the judgement on the party. +Where a party applies for enforcement of a legally effective judgement or ruling made by a people’s +court, and the opposite party or his property is not within the territory of the PRC, the applicant may +directly apply to a foreign court with jurisdiction for recognition and enforcement of the judgement or +ruling, or the people’s court may, in accordance with the provisions of international treaties to which the +PRC is a signatory or in which the PRC is a participant or the principle of reciprocity, request recognition +and enforcement by a foreign court. Similarly, where an effective judgment or ruling made by a foreign +court needs to be recognized and enforced by the people’s court of the PRC, unless the people’s court +considers that the recognition or enforcement of the judgment or ruling would violate the basic legal +principles of the PRC, national sovereignty, national security or social and public interest, the parties +involved may directly apply to an intermediate people’s court of the PRC with jurisdiction for recognition +and enforcement, or the foreign court may, in accordance with the provisions of international treaties +entered into or acceded to by that country and the PRC or according to the principle of reciprocity, request +the people’s court to recognize and enforce it. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-3 – + + +--- page 360 --- +The Company Law of the PRC, the Trial Administrative Measures of Overseas Securities Offering +and Listing by Domestic Companies and the Guidelines for the Articles of Association of Listed +Companies +The Company Law of the People’s Republic of China () (the “PRC +Company Law”) was adopted by the Standing Committee of the Eighth NPC at its Fifth Session on +December 29, 1993 and came into effect on July 1, 1994. It was successively amended on December 25, +1999, August 28, 2004, October 27, 2005, December 28, 2013, October 26, 2018 and December 29, 2023. +The newly revised PRC Company Law has been implemented on July 1, 2024. +On February 17, 2023, CSRC promulgated the Trial Administrative Measures of Overseas Securities +Offering and Listing by Domestic Companies () (the +“Overseas Listing Trial Measures”), which came into effect on March 31, 2023 and is applicable to direct +and indirect overseas share subscription and listing of domestic companies, which also stipulates the filing +administrative measures and regulatory requirements for the overseas securities offering and listing by +domestic companies. +On March 28, 2025, the CSRC Promulgated the latest amended Guidelines for the Articles of +Association of Listed Companies (ˏ) (the “Guidelines for the Articles of +Association”). According to the Overseas Listing Trial Measures and its supporting guidelines, Guidelines +for the Application of Regulatory Rules – Overseas Listing Category No. 1, domestic enterprises that are +directly listed overseas shall formulate its Articles of Association with reference to the Guidelines for the +Articles of Association and other relevant provisions of the CSRC on main provisions of the PRC +Company Law, the Overseas Listing Trial Measures and the Guidelines for the Articles of Association. +General Provisions +A joint stock limited company refers to an enterprise legal person incorporated under the PRC +Company Law with its registered capital divided into shares of equal par value. The liability of its +shareholders is limited to the amount of shares held by them and the company is liable to its creditors for +an amount equal to the total value of its assets. +A joint stock limited company shall conduct its business in accordance with laws and administrative +regulations. It may invest in other limited liability companies and joint stock limited companies and its +liabilities with respect to such invested companies are limited to the amount invested. If it is prescribed +by any law that a company shall not become a capital contributor that shall bear the joint and several +liability for the debts of the enterprises it invests in, such provisions shall prevail. +Incorporation +A joint stock limited company may be incorporated by promotion or raising. A joint stock limited +company shall be incorporated by one to 200 promoters, provided that at least more than half of the +promoters must reside in the PRC. Where a joint stock limited company is to be established by means of +promotion, promoters shall fully subscribe for the shares that shall be issued at the time of the +establishment of the company as provided for in the Articles of Association. If a joint stock limited +company is to be established by means of raising, the promoters shall subscribed for not less than 35% +of the total shares that shall be issued at the time of the establishment of the company as provided for in +the Articles of Association; however, where laws and administrative regulations provide otherwise, such +provisions shall prevail. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-4 – + + +--- page 361 --- +A prospectus shall be published and a subscription letter shall be prepared when the promoters offer +shares to the public. The subscriber shall fill in the number of shares subscribed for, amount and domicile +and affix his/her signature or seal to the subscription letter. The subscriber shall make full payment for the +shares subscribed for. Where a promoter is offering shares to the public, such offer shall be underwritten +by security companies established under PRC laws, and an underwriting agreement shall be concluded +thereon. A promoter offering shares to the public shall also enter into agreements with banks in relation +to the receipt of subscription monies. The receiving banks shall receive and keep in custody the +subscription monies, issue receipts to subscribers who have paid the subscription monies and furnish +evidence of receipt of those subscription monies to relevant authorities. After the share capital for a public +offering has been paid in full, a capital verification institution established under PRC law must be engaged +to conduct a capital verification and furnish a certificate thereof. Where the shares to be issued have not +been fully subscribed for at the time of the establishment of a company, or the promoters fail to hold an +establishment meeting within 30 days after the full payment has been made for the shares to be issued, +subscribers may claim against the promoters for refund of the payment for shares plus the interest on the +bank deposits for the same term. The promoters and subscribers may not withdraw their share capital after +they have made payment for the shares or delivered non-monetary property as capital contributions, except +that the shares have not been fully subscribed for within the time limit, the promoters fail to hold the +establishment meeting on schedule, or the establishment meeting decides not to establish the company. +The Board of Directors shall, within 30 days after the end of the establishment meeting of a company, +authorize a representative to file an application for registration of establishment with the company +registration authority. +A company’s promoter shall be liable for the followings: (1) the debts and expenses incurred in the +establishment process jointly and severally if the company cannot be established; (2) the refund of +subscription monies paid by the subscribers together with interest at bank deposit rates for the same period +jointly and severally if the company cannot be established. +Share Capital +The promoters may make a capital contribution in currencies, or non-monetary assets such as in kind +or intellectual property rights, land use rights, stock rights or creditor’s rights which can be appraised with +monetary value and transferred lawfully, except for assets which are prohibited from being contributed as +capital by the laws or administrative regulations. If a capital contribution is made in non-monetary assets, +a valuation of the assets contributed must be carried out pursuant to the provisions of the laws or +administrative regulations on valuation without any over-valuation or under-valuation. If there are +provisions on the assessment of value in any law or administrative regulation, such provisions shall +prevail. +The issuance of shares shall be conducted in a fair and equitable manner. Each share of the same +class must carry equal rights. Shares issued at the same time and within the same class must be issued on +the same conditions and at the same price. The same price per share shall be paid by any share subscriber. +The issue price of par value stock may be based on the face value or exceed the face value but shall not +be lower than the face value. +Under the PRC Company Law, a joint stock limited company shall maintain a shareholder register +which sets forth the following matters: (1) the name and domicile of each shareholder; (2) the type and +quantity of subscribed shares for each shareholder; (3) for stocks issued in paper form, the serial numbers +of stocks; (4) the date on which each shareholder acquired the shares. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-5 – + + +--- page 362 --- +Increase In Share Capital +Pursuant to the PRC Company Law, an increase in the capital of a company by means of an issue +of new shares must be approved by shareholders in a shareholder’s meeting. The Articles of Association +or the shareholders’ meeting may authorize the Board of Directors to decide to issue not more than 50% +of the shares that have been issued within three years. However, if the capital contributions are to be made +using non-monetary property, they shall be subject to a resolution made by the shareholders’ meeting. +Where the Board of Directors is authorized and decides to issue shares, and thus results in a change in the +registered capital or the number of issued shares of the company, the voting at the shareholders’ meeting +may not be needed to revise such item set forth in the Articles of Association of the company. Where the +Articles of Association or the shareholders’ meeting of a company authorizes the Board of Directors to +decide on issuing new shares, a resolution of the Board of Directors shall be adopted by two thirds of all +the directors. In addition, where a domestic enterprise issuing and listing overseas, the issuer shall file +with the CSRC in accordance with the Overseas Listing Trial Measures and submit a filing report, legal +opinions and other relevant materials, giving a true, accurate and complete account of shareholders’ +information and other information. +Reduction of Share Capital +The company shall reduce the registered capital in accordance with the following procedures as +stipulated in the PRC Company Law: +(I) the company shall prepare a balance sheet and an inventory of properties; +(II) make a resolution at a shareholders’ meeting to reduce the registered capital; +(III) the company shall notify its creditors within 10 days after making the resolution to reduce the +registered capital and publish the relevant announcement in newspapers or on the National +Enterprise Credit Information Publicity System within 30 days; +(IV) a creditor may, within 30 days after receipt of the notification, or within 45 days after the date +of announcement if he/she has not received the notification, have the right to request the +company to repay its debts or provide relevant guarantees; and +(V) the company must apply to the company registration authority for a change in registration. +Where a company reduces its registered capital, it shall reduce the amount of capital contribution or +shares in proportion to the capital contribution or shares held by the shareholders, unless it is otherwise +prescribed by any law, or is otherwise prescribed by the Articles of Association of the company. +If a company still has losses after making up for them in accordance with the relevant provisions of +the PRC Company Law, it may reduce its registered capital to make up for the losses. If the registered +capital is reduced to make up for the loss, the company shall not make any distribution to the shareholders, +nor shall the shareholders be exempted from their obligation to pay the capital contribution or the share +capital. If the registered capital is reduced in accordance with the aforesaid provisions, the item (III) and +item (IV) mentioned above shall not apply, but the resolution to reduce the registered capital shall be made +by the shareholders’ meeting within 30 days from the date of the announcement in the newspapers or on +the National Enterprise Credit Information Publicity System. After a company reduces its registered +capital in accordance with the provisions of the preceding paragraphs, it shall not distribute profits until +the accumulated amount of statutory reserve and discretionary reserve reaches 50% of the company’s +registered capital. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-6 – + + +--- page 363 --- +When a company reduces its registered capital in violation of the provisions of the PRC Company +Law, its shareholders shall refund the funds they have received, and if the capital contributions of the +shareholders are reduced or exempted, such capital contributions shall be restored to the original status; +if any loss is caused to the company, the shareholders and the liable directors, supervisors and senior +management shall bear the liability for compensation. +Repurchase of Shares +Under the provisions of the PRC Company Law, a company shall not repurchase its own shares +except in the following circumstances: +(I) reduction of the registered capital of the company; +(II) merger with another company that holds its shares; +(III) use of its shares for carrying out an employee stock ownership plan or equity incentive plan; +(IV) request from shareholders who object to a resolution of a shareholders’ meeting on merger or +division of the company to acquire their shares by the company; +(V) use of shares for conversion of convertible corporate bonds issued by the listed company; and +(VI) it is necessary for a listed company to maintain its company value and protect its shareholders’ +equity. +A resolution of a shareholders’ meeting is required for the repurchase of shares by a company under +either of the circumstances stipulated in item (I) or item (II) above; for a company’s repurchase of shares +under any of the circumstances stipulated in item (III), item (V) or item (VI) above, a resolution of a +meeting of the Board of Directors shall be made by more than two-thirds of directors attending the meeting +according to the provisions of the Company’s Articles of Association or as authorized by the shareholders’ +meeting. +The shares acquired by the company according to the above provisions under the circumstance +stipulated in item (I) hereof a company shall be deregistered within 10 days from the date of acquisition +of shares; the shares shall be transferred or deregistered within six months if the repurchase of shares is +made under the circumstances stipulated in either item (II) or item (IV); and the shares in the company +held in total by the company after the repurchase of shares under any of the circumstances stipulated in +item (III), item (V) or item (VI) shall not exceed 10% of the Company’s total issued shares, and shall be +transferred or deregistered within three years. +A company shall not accept its own shares as the subject matter of a mortgage. +No company may provide gifts, loans, guarantees or other financial aids for others to obtain the +shares of the company or the parent company thereof unless it carries out an employee stock ownership +plan. For the benefits of the company, the company may, upon a resolution by the shareholders’ meeting +or by the Board of Directors under the Articles of Association or the authorization of the shareholders’ +meeting, provide financial aids for others to obtain the shares of the company or the parent company +thereof, provided that the total accumulative amount of the financial aids shall not exceed 10% of the total +issued share capital. A resolution by the Board of Directors shall be adopted by two thirds of all the +directors. +Any director, supervisor or senior management who is liable for any loss to the company due to +violation of the provisions of the preceding paragraph shall make compensations. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-7 – + + +--- page 364 --- +Transfer of Shares +The shares held by a shareholder of a company may be transferred to other shareholders or to persons +other than the shareholders of the company. Where the Articles of Association of the company have any +restriction on the transfer of shares, the transfer shall be carried out in accordance with the Articles of +Association. Under the PRC Company Law, a shareholder should effect a transfer of his shares on the +stock exchange established in accordance with laws or by any other means as required by the State +Council. The transfer of shares by a shareholder must be conducted by means of an endorsement or by +other means stipulated by laws or by administrative regulations. Following the transfer of shares, the +company shall enter the names and domiciles of the transferee into its share register. Change of the register +of members described in the preceding paragraph shall not be registered within 20 days before the +convening of a shareholders’ meeting or 5 days prior to the base date on which the company decides to +distribute dividends. However, where it is otherwise provided for in any law, administrative regulation or +by the securities regulatory authority of the State Council for the modification of the register of +shareholders of a listed company, such provisions shall prevail. +Pursuant to the PRC Company Law, shares of the company issued prior to the public issue of shares +may not be transferred within one year of the date of the company’s listing on the stock exchange. Where +it is otherwise provided for in any law, administrative regulation or by the securities regulatory authority +of the State Council for the transfer of shares held by the shareholders or actual controllers of a listed +company, such provisions shall prevail. Directors, supervisors and senior management of the company +shall declare to the company the shares they hold and the changes thereof during the term of office as +determined when they assume the posts, the shares transferred each year shall not exceed 25% of the total +shares they hold of the company. They shall not transfer the shares they hold within one year of the date +of the company’s listing on the stock exchange, nor within six months after they leave their positions in +the company. The Articles of Association may set out other restrictive provisions in respect of the transfer +of shares in the company held by its directors, supervisors and the senior management. Where the shares +are pledged within the time limit for restricted transfer as provided for by laws and administrative +regulations, the pledgee may not exercise the pledge right within such restricted period. +Pursuant to the Overseas Listing Trial Measures, for a domestic company directly offering and listing +overseas, the shareholders of its unlisted shares applying to convert its unlisted shares into overseas listed +shares and listed and traded on an overseas trading venue shall conform to relevant regulations +promulgated by the CSRC, and appoint the domestic company to file with the CSRC. +Shareholders +Pursuant to the PRC Company Law and the Guidelines for Articles of Association, the rights of +shareholders include the rights: +(I) to be legally entitled to assets income, participate in significant decision-making and select +management personnel; +(II) to petition the people’s court to revoke any resolution of a shareholders’ meeting, a +shareholders’ meeting or a meeting of the Board of Directors that has been convened or whose +voting has been conducted in violation of the laws, administrative regulations or the Articles +of Association of the company, or any resolution the contents of which is in violation of the +laws, administrative regulations or the Articles of Association of the company, provided that +such petition shall be submitted to the people’s court within 60 days of the passing of such +resolution; +(III) to transfer his/her shares legally; +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-8 – + + +--- page 365 --- +(IV) to attend or appoint a proxy to attend shareholders’ meeting and exercise the voting rights; +(V) to inspect and copy the Articles of Association of the company, share register, the minutes of +shareholders’ meeting, board resolutions, resolutions of the Board of Supervisors and the +financial and accounting reports, and to make suggestions or inquiries in respect of the +company’s operations; +(VI) to receive dividends in respect of the number of shares held; +(VII) to participate in the distribution of residual properties of the company in proportion to their +shareholdings upon the liquidation of the company; and +(VIII) any other shareholders’ rights provided for in laws, administrative regulations, other normative +documents and the Articles of Association of the company. +The obligations of shareholders include the obligation to abide by the Articles of Association of the +company, to pay the subscription monies in respect of the shares subscribed for, to be liable for the +company’s responsibilities in respect of the shares taken up by them and any other shareholder obligation +specified in the Articles of Association of the company. +Shareholders’ meeting +The shareholders’ meeting is the organ of authority of the company, which exercises its powers in +accordance with the PRC Company Law. The shareholders’ meeting may exercise its powers: +(I) to elect or replace the directors and supervisors and to decide on their remunerations; +(II) to consider and approve the reports of the Board of Directors; +(III) to consider and approve the reports of the Board of Supervisors; +(IV) to consider and approve the company’s profit distribution and loss recovery proposals; +(V) to decide on any increase or reduction of the company’s registered capital; +(VI) to decide on the issue of corporate bonds; +(VII) to decide on merger, division, dissolution and liquidation of the company or change of its +corporate form; +(VIII) to amend the Articles of Association of the company; and +(IX) to exercise any other authority stipulated in the Articles of Association of the company. +The shareholders’ meeting may authorize the Board of Directors to make resolutions on the issuance +of corporate bonds. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-9 – + + +--- page 366 --- +Pursuant to the PRC Company Law and the Guidelines for Articles of Association, a shareholders’ +meeting is required to be held once a year within six months after the end of the previous accounting year. +An interim shareholders’ meeting is required to be held within two months upon the occurrence of any of +the following: +(I) the number of directors is less than the number required by the law or less than two-thirds of +the number specified in the Articles of Association of the company; +(II) the total outstanding losses of the company amounted to one-third of the company’s total +capital stock; +(III) shareholders individually or in aggregate holding 10% or more of the company’s shares request +to convene an interim shareholders’ meeting; +(IV) the Board of Directors deems necessary; +(V) the Board of Supervisors so proposes; or +(VI) any other circumstances as provided for in the Articles of Associations of the company. +A shareholders’ meeting is convened by the Board of Directors and presided over by the chairman +of the Board of Directors. In the event that the chairman is incapable of performing or is not performing +his or her duties, the meeting shall be presided over by the vice chairman. If the vice chairman is incapable +of performing or is not performing his or her duties, a director jointly recommended by more than half of +directors shall preside over the meeting. If the Board of Directors is unable to or fails to perform its duty +of convening the shareholders’ meeting, the Board of Supervisors shall convene and preside over such +meeting in a timely manner; if the Board of Supervisors fails to convene and preside over such meeting, +shareholders who individually or jointly hold more than 10% of the company’s shares for more than 90 +consecutive days may independently convene and preside over such meeting. If the shareholders who +individually or jointly hold more than 10% of the shares of the company request to convene an interim +shareholders’ meeting, the Board of Directors and the Board of Supervisors shall, within 10 days after the +receipt of such request, decide whether to hold an interim shareholders’ meeting and reply to the +shareholders in writing. +In accordance with the PRC Company Law, a notice stating the time and venue of the meeting and +the matters to be considered at the meeting shall be given to all shareholders 20 days before the meeting +if the shareholders’ meeting is convened. Notice of the interim shareholders’ meeting shall be given to all +shareholders 15 days before the meeting. Shareholders who individually or jointly hold more than one +percent of the shares of the company may submit an interim proposal in writing to the Board of Directors +ten days before the shareholders’ meeting is held. The Board of Directors shall notify other shareholders +within two days upon receipt of the proposal, and submit the interim proposal to the shareholder’s meeting +for deliberation, unless the interim proposal is in violation of any law, administrative regulation or the +Articles of Association or fails to fall into the scope of functions of the shareholders’ meeting. The +company shall not raise the shareholding proportion of the shareholder who brings forward any interim +proposal. A company offering shares to the public shall make the notices as mentioned in the preceding +paragraphs by way of announcement. The shareholders’ meeting shall not make any resolution on any +matter not specified in the notice. +According to the PRC Company Law, shareholders present at shareholders’ meeting shall have one +vote for each share they hold, except the shareholders of classified shares. The company may not have a +voting right for the shares it holds. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-10 – + + +--- page 367 --- +An accumulative voting system may be adopted for the election of directors and supervisors at the +shareholders’ meeting pursuant to the provisions of the Articles of Association of the company or a +resolution of the shareholders’ meeting. Under the accumulative voting system, when the shareholders’ +meeting elects directors or supervisors, each share has the same voting rights as the number of directors +or supervisors to be elected, and the voting rights owned by shareholders can be used collectively. +Under the PRC Company Law, the passing of any resolution at the shareholder’s meeting requires +affirmative votes of shareholders representing more than half of the voting rights held by the shareholders +who attend the shareholder’s meeting except in cases of proposed amendments to a Articles of Association, +increase or decrease of registered capital, merger, division or dissolution, or change of corporation form, +which require affirmative votes of shareholders representing more than two-thirds of the voting rights held +by the shareholders who attend the shareholder’s meeting. +Minutes shall be prepared in respect of matters considered at the shareholders’ meeting and the +chairperson and directors attending the meeting shall endorse such minutes by signature. The minutes shall +be kept together with the shareholders’ attendance register and the proxy forms. +Board of Directors +A joint stock limited company shall have a board. However, a joint stock limited company with a +relatively small scale or relatively small number of shareholders may dispense with the Board of Directors +and have one director to exercise the functions and powers of the Board of Directors as prescribed by the +PRC Company Law. If the Board of Directors of a company has more than three members, it may include +an employees’ representative of the company. Where a company has 300 or more employees, the Board +of Directors shall include the employees’ representatives of the company unless the Board of Supervisors +has been established and includes employees’ representatives of the company. The employees’ +representatives in the Board of Directors shall be democratically elected by the employees through the +employees’ representative congress, employees’ congress or by other means. +The term of office of the directors shall be provided for by the Articles of Association, but each term +of office shall not exceed three years. A director may seek reelection upon expiry of the said term. A +director shall continue to perform his/her duties as a director in accordance with the laws, administrative +regulations and the Articles of Association until a duly re-elected director takes office, if re-election is not +conducted in a timely manner upon the expiry of his/her term of office or if the resignation of directors +results in the number of directors being less than the quorum. Where a director resigns, he/she shall notify +the company in written form, and the resignation shall become effective on the day when the company +receives the notice. +However, under any of the circumstances as mentioned in the preceding paragraph, the director shall +continue performing his/her duties. +Under the PRC Company Law, the Board of Directors may exercise the following powers: +(I) to convene shareholders’ meeting and report on its work to the shareholders’ meeting; +(II) to implement the resolutions passed by the shareholders at the shareholders’ meeting; +(III) to decide on the Company’s operational plans and investment proposals; +(IV) to formulate the Company’s proposals for profit distribution and for recovery of losses; +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-11 – + + +--- page 368 --- +(V) to formulate proposals for the increase or reduction of the Company’s registered capital and the +issue of corporate bonds; +(VI) to formulate proposals for the merger, division, dissolution of the Company or change in the +form of the Company; +(VII) to decide on the setup of the Company’s internal management organs; +(VIII) to decide on appointment or dismissal the manager of the Company and his/her remuneration +matters, and as nominated by the manager, to decide on appointment or dismissal the +Company’s deputy general manager and financial officer and his/her remuneration matters; +(IX) to formulate the Company’s basic management system; and +(X) other authority stipulated in the Articles of Association or granted by the shareholders’ meeting. +Any restrictions on the functions and powers of the Board of Directors set out in the Articles of +Association may not be asserted against any bona fide third party. +Under the PRC Company Law, a company may, under the Articles of Association, set up an audit +committee composed of directors in the Board of Directors, which shall exercise the functions and powers +of the Board of Supervisors. It may not have a Board of Supervisors or supervisors. The audit committee +shall be composed of at least 3 members, and more than half of the members shall not assume any position +other than the director in the company and shall not have any relationship with the company that may +affect their independent and objective judgments. Among the members of the Board of Directors of the +company, an employees’ representative may become a member of the audit committee. A resolution made +by the audit committee shall be adopted by more than half of the members thereof. For voting on a +resolution of the audit committee, each member shall have one vote. The discussion methods and voting +procedures of the audit committee shall be prescribed in the Articles of Association, unless it is otherwise +provided under the PRC Company Law. A company may set up other committees in the Board of Directors +under the Articles of Association. +Meeting of the Board of Directors shall be convened at least twice a year. Notice of meeting shall +be given to all Directors and Supervisors 10 days before the meeting. Interim board meeting may be +proposed to be convened by shareholders representing more than one-tenth of the voting rights, more than +one-third of the Directors or the Board of Supervisors. The chairman shall convene the meeting within 10 +days of receiving such proposal, and preside over the board meeting. The Board of Directors may +otherwise determine the method of giving notice and notice period for convening an interim meeting of +the Board of Directors. +No meeting of the Board of Directors may be held unless more than half of the directors are present. +A resolution made by the Board of Directors shall be adopted by more than half of all the directors. For +voting on a resolution of the Board of Directors, each director shall have one vote. The Board of Directors +shall prepare minutes regarding the decisions on the matters discussed at the meetings, which shall be +signed by the directors present. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-12 – + + +--- page 369 --- +The directors shall attend the meeting of the Board of Directors in person. Where any director is +unable to attend the meeting for any reason, he/she may, by issuing a written power of attorney, entrust +another director to attend the meeting on his/her behalf. The power of attorney shall indicate the scope of +authorization. The directors shall be responsible for the resolutions made by the Board of Directors. Where +a resolution of the Board of Directors is in violation of any law, administrative regulation, Article of +Association or resolution of the shareholders’ meeting and causes any serious loss to the company, the +directors who participate in adopting such resolution shall be liable for compensation to the company. If +a director is proved to have expressed his/her objection to the voting on such resolution and such objection +has been recorded in the minutes, he/she may be exempted from liability. +Under the PRC Company Law, the following person may not serve as a director of the company: +(I) devoid of or with restricted civil conduct ability; +(II) within five years after serving sentence for embezzlement, bribery, infringement or +misappropriation of property, or for jeopardizing socialist market economic order, or within +five years after serving sentence and being deprived of political rights for crime; within two +years after being pronounced for suspension of sentence since the expiration of the suspension +of sentence; +(III) within three years after insolvency and liquidation of such Company or enterprise where the +person acted as a director, factory manager or business manager and has been held accountable +for the insolvency; +(IV) within three years after company or enterprise the person acted as legal representative is +revoked business license and ordered to shut down for violating law on which the person is held +accountable; and +(V) being listed as a dishonest person subject to enforcement by the people’s court due to large +amount of unliquidated mature debts. +Where a company elects or appoints a director to which any of the above circumstances applies, such +election, appointment or designation shall be invalid. A director to which any of the above circumstances +applies during his/her term of office shall be released of his/her duties by the Company. +In addition, the Guidelines for Articles of Association of Listed Companies further stipulates other +circumstances under which a person is disqualified from acting as a director of a company, including: (1) +a person who has been banned from the securities market by the CSRC where the relevant period remains +unexpired; or (2) a person who is banned from doing so in accordance with other laws, administrative +regulations or departmental rules. +Under the PRC Company Law, the Board shall appoint a chairman and may appoint a vice chairman. +The chairman and the vice chairman shall be elected with approval of more than half of all the directors. +The chairman shall convene and preside over board meeting and review the implementation of board +resolutions. The vice chairman shall assist the chairman to perform his/her duties. Where the chairman is +incapable of performing or is not performing his/her duties, the duties shall be performed by the vice +chairman. Where the vice chairman is incapable of performing or is not performing his/her duties, a +director nominated by more than half of the directors shall perform his/her duties. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-13 – + + +--- page 370 --- +Board of Supervisors +A joint stock limited company shall have a Board of Supervisors composed of three members or +more. However, a joint stock limited company (i) with a relatively small scale or relatively small number +of shareholders may dispense with the Board of Supervisors, but may have one supervisor, who shall +exercise the functions and powers of the Board of Supervisors, and (ii) may not have a Board of +Supervisors or supervisors if it sets up an audit committee composed of directors in the Board of Directors, +which shall exercise the functions and powers of the Board of Supervisors. The Board of Supervisors shall +consist of representatives of the shareholders and an appropriate proportion of representatives of the +Company’s staff, of which the proportion of representatives of the company’s staff shall not be less than +one-third, and the actual proportion shall be determined in the Articles of Association. Representatives of +the Company’s staff at the Board of Supervisors shall be democratically elected by the Company’s staff +at the staff representative assembly, general staff meeting or otherwise. +The Board of Supervisors shall appoint a chairman and may appoint a vice chairman. The chairman +and the vice chairman of the Board of Supervisors shall be elected by more than half of all the supervisors. +Directors and senior management shall not act concurrently as supervisors. The chairman of the Board of +Supervisors shall convene and preside over the Board of Supervisors meeting. Where the chairman of the +Board of Supervisors is incapable of performing or is not performing his/her duties, the vice chairman of +the Board of Supervisors shall convene and preside over the Board of Supervisors meeting. Where the vice +chairman of the Board of Supervisors is incapable of performing or is not performing his/her duties, a +supervisor elected by more than half of the supervisors shall convene and preside over the Board of +Supervisors meeting. +The supervisors serve three-year terms. A supervisor may serve consecutive terms if re-elected upon +the expiration of his/her term. A supervisor shall continue to perform his/her duties as a supervisor in +accordance with the laws, administrative regulations and the Articles of Association until a duly re-elected +supervisor takes office, if re-election is not conducted in a timely manner upon the expiry of his/her term +of office or if the resignation of supervisors results in the number of supervisors being less than the +quorum. +The Board of Supervisors may exercise its powers: +(I) to review the company’s financial position; +(II) to supervise the directors and senior management in their performance of their duties and to +propose the removal of directors and senior management who have violated laws, regulations, +the Articles of Association or resolutions of the shareholders’ meeting; +(III) when the acts of a director or senior management are detrimental to the company’s interests, +to require the director and senior management to correct these relevant acts; +(IV) to propose the convening of extraordinary shareholders’ meeting and to convene and preside +over shareholders’ meeting when the board fails to perform the duty of convening and presiding +over shareholders’ meeting under the PRC Company Law; +(V) to submit proposals to the shareholders’ meeting; +(VI) to bring actions against directors and senior management pursuant to the relevant provisions of +the PRC Company Law; and +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-14 – + + +--- page 371 --- +(VII) to exercise any other authority stipulated in the Articles of Association. +Supervisors may be present at board meeting and make inquiries or proposals in respect of the +resolutions of the Board of Directors. The Board of Supervisors may investigate any irregularities +identified in the operation of the company and, when necessary, may engage an accounting firm to assist +its work at the cost of the company. +Manager and Senior Management +Pursuant to the relevant provisions of the PRC Company Law, a company shall have a manager who +shall be appointed or removed by the Board of Directors. The manager shall be responsible to the Board +of Directors and exercise his/her functions and powers according to the Articles of Association or the +authorization of the Board of Directors. The manager shall attend the meeting of the Board of Directors +as a non-voting member. +According to the relevant provisions of the PRC Company Law, senior management refers to the +manager, deputy manager, financial officer, secretary to the Board of Directors of a listed company and +other personnel as stipulated in the Articles of Association. +Duties of Directors, Supervisors, General Managers and Other Senior Management +Directors, supervisors and senior management shall comply with laws, administrative regulations +and the Articles of Association. +Directors, supervisors and senior management shall assume the obligation of loyalty to the company +and take measures to avoid the conflict between their own interests and those of the company and may not +seek any improper interests by taking advantage of their powers. The directors, supervisors and senior +management shall assume the duty of diligence to the company. When performing their duties, they shall, +for the best interests of the company, exercise the reasonable care that shall be generally possessed by a +manager. +The provisions of the preceding paragraphs shall apply to the controlling shareholder or actual +controller of a company who does not serve as a director but actually executes the affairs of the company. +In the meantime, directors, supervisors and senior management are prohibited from: +(I) embezzling the property or misappropriating the funds of the company; +(II) depositing company funds into accounts under their own names or the names of other +individuals; +(III) giving bribes or accepting any other illegal proceeds by taking advantage of his/her power; +(IV) accept commissions from transactions between others and the company for their own benefits; +(V) unauthorized divulgence of confidential information of the company; and +(VI) other acts in violation of their duty of loyalty to the company. +A director, supervisor or senior management who contravenes laws, administrative regulations or +Articles of Association in the performance of his/her duties resulting in any loss to the company shall be +liable to the company for compensation. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-15 – + + +--- page 372 --- +Where a director, supervisor or senior management is required to attend a shareholders’ meeting, +such director, supervisor or senior management shall attend the meeting and answer the inquiries from +shareholders. The Board of Supervisors may demand the directors or senior management to submit reports +on the performance of their duties. The directors and senior management shall truthfully provide relevant +information and materials to the Board of Supervisors, none of them may impede the exercise of powers +by the Board of Supervisors or supervisors. +Where the directors and senior management violate laws, administrative regulations or the Articles +of Association in performance of duties to the company, thereby causing damages to the company, the +shareholders individually or jointly holding more than 1% of the shares in the company for more than 180 +consecutive days may request in writing the Board of Supervisors to initiate proceedings in the people’s +court. +Where the supervisors violate the laws, administrative regulations or the Articles of Association in +performance of duties resulting in any loss to the company, the aforementioned shareholder(s) may request +in writing that the Board of Directors institute litigation at a people’s court. Upon receipt of shareholders’ +written request stipulated in the preceding paragraph, if the Board of Supervisors or the Board of Directors +refuses to file a lawsuit or does not file a lawsuit within 30 days from receipt of such request, or in the +event of emergency where the interest of the company will suffer irreparable damages if lawsuit is not filed +immediately, the shareholders stipulated in the preceding paragraph shall have the right to file a lawsuit +directly with the people’s court in their own name for the interest of the company. For other parties who +infringe the lawful interests of the company resulting in loss to the company, the aforementioned +shareholder(s) may institute litigation at a people’s court in accordance with the procedure described +above. Where any director or senior management violates the provisions of laws, administrative +regulations or the Articles of Association, damaging interests of shareholders, the shareholders may file +a lawsuit with the people’s court. +If a director, supervisor or senior management of a wholly-owned subsidiary of the company violate +laws, administrative regulations or the Articles of Association in performance of duties to the company, +thereby causing damages to the company, or if the legitimate rights and interests of a wholly-owned +subsidiary of the company are impaired by any other person, thus causing any losses, the shareholders of +a limited liability company or shareholders of a joint stock limited company individually and jointly +holding 1% or more of the total shares of the company for 180 consecutive days or more may request the +Board of Supervisors or the Board of Directors of the wholly-owned subsidiary in written form to initiate +a lawsuit in the people’s court or directly files a lawsuit with the people’s court in their own name. +Finance, Accounting and Profit Distribution +According to the PRC Company Law, a company shall establish its own financial and accounting +systems according to the laws, administrative regulations and the regulations of the financial departments +of the State Council. A company shall prepare its financial reports at the end of each accounting year which +shall be audited by accounting firm according to law. The financial and accounting reports shall be +prepared in accordance with the laws, administrative regulations and the regulations of the financial +departments of the State Council. The company’s financial and accounting reports shall be made available +for shareholders’ inspection at the company within 20 days before the convening of an annual +shareholder’s meeting. A joint stock limited company that makes public stock offerings shall announce its +financial and accounting reports. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-16 – + + +--- page 373 --- +When distributing each year’s after-tax profits, the company shall set aside 10% of its after-tax +profits for the company’s statutory common reserve fund. However, when the cumulative amount of the +reserve fund has reached more than 50% of the PRC company’s registered capital, it may no longer be +allocated. When the company’s statutory common reserve fund is not sufficient to make up for the +company’s losses for the previous years, the current year’s profits shall first be used to make up the losses +before any allocation is set aside for the statutory common reserve fund. After the company has made +allocations to the statutory common reserve fund from its after-tax profits, it may, upon passing a +resolution at a shareholders’ meeting, make further allocations from its after-tax profits to the +discretionary common reserve fund. After the company has made up its losses and made allocations to its +discretionary common reserve fund, the remaining after-tax profits shall be distributed to shareholders in +proportion to the number of shares held by the shareholders, except for those which are not distributed in +a proportionate manner as provided by the Articles of Association. Profit shall not be distributed for a +company’s shares held by this company. +Where a company distributes profits to shareholders in violation of the relevant provisions of the +PRC Company Law, the shareholders shall refund the profits distributed to the company, and the +shareholders and the liable directors, supervisors and senior management shall be held liable for +compensation if any loss is caused to the company. +If the shareholders’ meeting resolves to distribute profits, the Board of Directors shall do so within +six months after the resolution is made. +The premiums received by a company from the issuance of shares at an issue price in excess of the +par value of the shares, the amount of share proceeds from the issuance of no-par shares that have not been +credited to the registered capital, and other items required by the financial department of the State Council +to be included in the capital reserve shall be classified as the capital reserve of the company. +The reserve of a company shall be used for making up losses, expanding the production and business +scale or increasing the registered capital of the company. Where the reserve of a company is used for +making up losses, the discretionary reserve and statutory reserve shall be firstly used. If losses still cannot +be made up, the capital reserve can be used according to the relevant provisions. Where the statutory +reserve is converted to increase registered capital, the amount of such reserve retained shall not be less +than 25% of the registered capital of the company prior to the conversion. +The company shall have no accounting books other than the statutory books. The company’s funds +shall not be deposited in any account opened under the name of an individual. +After a company reduces its registered capital in accordance with the provisions of the PRC +Company Law, it shall not distribute profits until the accumulated amount of statutory reserve and +discretionary reserve reaches 50% of the company’s registered capital. +Appointment and Dismissal of Auditors +Pursuant to the PRC Company Law, the appointment or dismissal of an accounting firm responsible +for the auditing of the company shall be determined by shareholders at a shareholders’ meeting, the Board +of Directors or the Board of Supervisors in accordance with the Articles of Association. The accounting +firm should be allowed to make representations when the shareholders’ meeting, the Board of Directors +or the Board of Supervisors conducts a vote on the dismissal of the accounting firm. The company should +provide true and complete accounting evidence, accounting books, financial and accounting reports and +other accounting information to the engaged accounting firm without any refusal or withholding or +misrepresentation of information. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-17 – + + +--- page 374 --- +Amendment to Articles of Association +Pursuant to PRC Company Law, the resolution of a shareholders’ meeting regarding any amendment +to a company’s Articles of Association requires affirmative votes by at least two-thirds of the votes held +by shareholders attending the meeting. According to the Guidelines for the Articles of Association of +Listed Companies, if the amendments to the Articles of Association approved by the resolution of the +shareholder’s meeting of shareholders are subject to approval by the competent authority, they must be +reported to the competent authority for approval; if they involve company registration matters, the +modification registrations shall be handled according to law. Where the amendments to the Articles of +Association belong to information required to be disclosed by laws and regulations, such amendments +shall be announced in accordance with the regulations. +Dissolution and Liquidation +Pursuant to PRC Company Law, a company shall be dissolved for any of the following reasons: +(I) upon expiry of term of business stipulated in the Articles of Association or occurrence of other +circumstances of dissolution stipulated in the Articles of Association; +(II) the shareholders’ meeting has resolved to dissolve the company; +(III) the company is dissolved by reason of its merger or division; +(IV) the business license of the company is revoked or the company is ordered to close down or to +be dissolved in accordance with the laws; or +(V) Where the company encounters serious difficulties in its operations or management that will +lead to significant losses to the benefits of the shareholders if the company continues its +existence and the situation cannot be resolved by other means, the company is dissolved by a +people’s court in response to the request of shareholders representing 10% or more of the +voting rights of all shareholders of the company. +If any of the situations as mentioned in the preceding paragraph arises, a company shall publicize +the situations through the National Enterprise Credit Information Publicity System within ten days. +Where a company falls under the circumstance as mentioned in Items (I) or (II) of the paragraph +above and it has not distributed the assets to its shareholders yet, it may survive by modifying its articles +of association or upon a resolution of the shareholders’ meeting. +To modify its articles of association or make a resolution of the shareholders’ meeting according to +the provisions of the preceding paragraph, the consent of two thirds or more of the voting rights of the +shareholders who attend the meeting of the shareholders’ meeting is required. +Where the company is dissolved under the circumstances set forth in item (I), (II), (IV) or (V) above, +it shall be liquidated. The directors, who are the liquidation obligors of the company, shall form a +liquidation group to carry out liquidation within 15 days from the date of occurrence of the cause of +dissolution. The liquidation group shall be composed of the directors, unless it is otherwise provided for +in the company’s Articles of Association or it is otherwise elected by the shareholders’ meeting. +The liquidation obligors shall be liable for compensation if they fail to fulfill their obligations of +liquidation in a timely manner, and thus any loss is caused to the company or the creditors. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-18 – + + +--- page 375 --- +The liquidation committee may exercise following powers during the liquidation: +(I) to verify the Company’s assets and to prepare a balance sheet and an inventory of assets; +(II) to inform creditors by notice or announcement; +(III) to deal with and settle any outstanding business of relevant company; +(IV) to pay all outstanding taxes and the taxes arising during the liquidation process; +(V) to settle claims and debts; +(VI) to distribute the company’s remaining assets after its debts have been paid off; and +(VII) to represent the company in civil lawsuits. +The liquidation committee shall notify the company’s creditors within 10 days of its establishment, +and publish an announcement in newspapers or on the National Enterprise Credit Information Publicity +System within 60 days. +A creditor shall lodge his claim with the liquidation committee within 30 days of receipt of the +notification or within 45 days of the date of the announcement if he has not received any notification. +The creditors shall explain matters relating to their claims and provide evidential documents. The +liquidation committee shall register the creditor’s claims. In the claims declaration period, the liquidation +committee shall not make repayment to the creditors. +Upon disposal of the company’s property and preparation of the required balance sheet and inventory +of assets, the liquidation committee shall draw up a liquidation plan and submit this plan to a shareholders’ +meeting or a people’s court for endorsement. The remaining part of the company’s assets, after payment +of liquidation expenses, employee wages, social insurance fees and statutory compensation, outstanding +taxes and the company’s debts, shall be distributed to shareholders in proportion to shares held by them. +The company shall continue its existence during the liquidation period, although it cannot conduct +operating activities that are not related to the liquidation. The company’s property shall not be distributed +to shareholders before repayments are made in accordance with the requirements described above. +Where the liquidation group finds that the property of the company are not sufficient for paying off +the debts after liquidating the property of the company and preparing a balance sheet and an inventory of +property, it shall file an application to a people’s court for bankruptcy liquidation. After the people’s court +accepts the application for bankruptcy, the liquidation group shall hand over the liquidation matters to the +bankruptcy administrator designated by the people’s court. +The members of the liquidation group performing their duties of liquidation are obliged to loyalty +and diligence. Any member of the liquidation group who neglects to fulfill his/her liquidation duties, thus +causing any loss to the company shall be liable for compensation, and any member of the liquidation group +who cause any loss to any creditor due to his/her intentional or gross negligence shall be liable for +compensation. +Upon completion of the liquidation of the company, the liquidation group shall produce a liquidation +report, report the same to the shareholders’ meeting or the people’s court for confirmation, and submit the +same to the company registration authority to apply for deregistration of the company. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-19 – + + +--- page 376 --- +Where, during the period of survival, a company has not incurred any debts or has paid off all the +debts, the company may, upon a commitment of all the shareholders, be deregistered under the summary +procedures according to the relevant provisions. The deregistration of a company under the summary +procedures shall be announced through the National Enterprise Credit Information Publicity System for a +period of no less than 20 days. If there is no objection after the expiry of the announcement period, the +company may apply for deregistration of the company with the company registration authority within 20 +days. +For a company deregistered under the summary procedures, its shareholders shall be jointly and +severally liable for the debts incurred before the deregistration if they have made an untrue commitment. +Where, after three years since the business license of a company is revoked, or the company is +ordered to close down or is revoked, the company fails to apply for its deregistration with the company +registration authority, the said authority may announce the company’s deregistration through the National +Enterprise Credit Information Publicity System for a period of no less than 60 days. If there is no objection +after the announcement period expires, the company registration authority may deregister the company. +Such deregistration of a company will not affect the liability of the original shareholders or liquidation +obligors. +Overseas Listing +According to the Overseas Listing Trial Measures, the securities refer to stocks, depositary receipts, +and corporate bonds that can be converted into stocks or other securities of an equity nature that are +directly or indirectly offered and listed overseas by domestic companies. The direct overseas offering and +listing of domestic companies refer to such overseas offering and listing of a joint stock limited company +incorporated in the territory of PRC. The indirect overseas offering and listing of domestic companies refer +to such overseas offering and listing made in the name of an offshore entity but based on the equity, assets, +earnings, or other similar rights of a domestic company that operates its main business domestically. +The Overseas Listing Trial Measures also provide the conditions for overseas offering and listing. +An overseas offering and listing are prohibited under any of the following circumstances: +(I) the listing and financing fall under specific prohibition in the laws, administrative regulations, +and relevant national provisions; +(II) the overseas offering and listing may constitute endangerment to national security as reviewed +and determined by competent authorities under the State Council in accordance with law; +(III) the domestic company and its controlling shareholder(s), actual controllers, have a criminal +record in recent three years for corruption, bribery, encroachment of assets, misappropriation +of assets, or disruption of socialist market economy order; +(IV) the domestic company is under investigation according to law for suspected crimes or major +violations of laws and regulations, but no clear conclusions have been reached; +(V) there are material ownership disputes over the equities held by the controlling shareholders or +the shareholders whose actions are controlled by the controlling shareholders or actual +controllers. +In addition, under the Overseas Listing Trial Measures, where a PRC domestic company submits an +application for initial public offering to competent overseas regulators or overseas stock exchanges, such +issuer must file with the CSRC within three business days after such application is submitted. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-20 – + + +--- page 377 --- +In the event of the occurrence of any of the following material events after the overseas offering and +listing, the PRC domestic companies shall make a detailed report to the CSRC within three working days +after the occurrence and public announcement of the relevant event: +(I) change of control; +(II) being subject to investigation, punishment, or other measures by overseas securities regulatory +authorities or the relevant competent authorities; +(III) change of the listing status or transfer of listing board; +(IV) voluntary or compulsory termination of listing. +Pursuant to the Provisions on Strengthening Confidentiality and Archives Administration +Concerning Overseas Securities Offerings and Listings by Domestic Enterprises, which was issued by the +CSRC, MOF, the National Administration of State Secrets Protection and the National Archives +Administration on February 24, 2023 and implemented since March 31, 2023, a domestic enterprise that +provides or through its overseas listed entity, publicly discloses or provides to relevant individuals or +entities including securities companies, securities service providers and overseas regulators, any document +and materials that contain state secrets or working secrets of government agencies, shall first obtain +approval from competent authorities according to law, and files with the secrecy administrative department +at the same level. A domestic enterprise that provides accounting archives or copies of accounting archives +to any entities including securities companies, securities service providers and overseas regulators and +individuals shall fulfill due procedures in compliance with applicable national regulations. +Loss of Share Certificates +A shareholder may, in accordance with the public notice procedures set out in the PRC Civil +Procedure Law, apply to a people’s court if his share certificate(s) in registered form is either stolen, lost +or destroyed, for a declaration that such certificate(s) will no longer be valid. After the people’s court +declares that such certificate(s) will no longer be valid, the shareholder may apply to the company for the +issue of a replacement certificate(s). +Merger and Division +Pursuant to the PRC Company Law, a merger agreement shall be signed by merging companies and +the involved companies shall prepare respective balance sheets and inventory of assets. The companies +shall within 10 days of the date of passing the resolution approving the merger notify their respective +creditors and publicly announce the merger in newspapers or on the National Enterprise Credit +Information Publicity System within 30 days. A creditor may, within 30 days of receipt of the notification, +or within 45 days of the date of the announcement if he has not received the notification, request the +company to settle any outstanding debts or provide relevant guarantees. In case of a merger, the credits +and debts of the merging parties shall be assumed by the surviving or the new company. +In case of a division, the company’s assets shall be divided and a balance sheet and an inventory of +assets shall be prepared. When a resolution regarding the company’s division is approved, the company +should notify all its creditors within 10 days of the date of passing such resolution and publicly announce +the division in newspapers or on the National Enterprise Credit Information Publicity System within 30 +days. The liabilities of the company which have accrued prior to the division shall be jointly borne by the +separated companies, unless otherwise stipulated in the agreement in writing entered into by the company +with creditors in respect of the settlement of debts prior to division. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-21 – + + +--- page 378 --- +The PRC Securities Law, Regulations and Regulatory Regimes +The PRC has promulgated a series of regulations that relate to the issue and trading of shares and +disclosure of information. In October 1992, the State Council established the Securities Committee and +CSRC. The Securities Committee is responsible for coordinating the drafting of securities regulations, +formulating securities-related policies, planning the development of securities markets, directing, +coordinating, and supervising all securities related institutions in the PRC, and administering CSRC. The +CSRC is the regulatory executive body of the Securities Committee and is responsible for the drafting of +regulatory provisions governing securities markets, supervising securities companies, regulating public +offerings of securities by PRC companies in the PRC or overseas, regulating the trading of securities, +compiling securities-related statistics and undertaking relevant research and analysis. In April 1998, the +State Council consolidated the two departments and reformed the CSRC. +On April 22, 1993, the State Council promulgated the Provisional Regulations Concerning the Issue +and Trading of Shares (၍ଣᅲБૢԷ) governing the application and approval +procedures for public offerings of shares, issuance of and trading in shares, the acquisition of listed +companies, deposit, clearing, and transfer of shares, the disclosure of information, investigation, penalties +and dispute resolutions with respect to a listed company. The Securities Law of the PRC ( ʕശɛ͏ +) (the “PRC Securities Law”) took effect on July 1, 1999, and was revised as of August 28, +2004, October 27, 2005, June 29, 2013, August 31, 2014, and December 28, 2019, respectively. The latest +revised PRC Securities Law took effect on March 1, 2020. The PRC Securities Law is the first national +securities law in the PRC, comprehensively regulating activities in the PRC securities market. It is divided +into 14 chapters and 226 articles, including the issue and trading of securities, takeovers by listed +companies, securities exchanges, securities companies, and the responsibilities of the securities +registration and settlement institutions and securities regulatory authorities. Article 224 of the PRC +Securities Law provides that domestic enterprises issuing shares overseas directly or indirectly or listing +their shares overseas shall comply with the relevant provisions of the State Council. Currently, the issue +and trading of foreign-issued securities (including shares) are principally governed by the regulations and +rules promulgated by the State Council and CSRC. +Arbitration and Enforcement of Arbitral Awards +The Arbitration Law of the PRC () (the “PRC Arbitration Law”) was +enacted by the SCNPC on August 31, 1994, which became effective on September 1, 1995, and was +amended on August 27, 2009, and September 1, 2017. The PRC Arbitration Law is applicable to, among +other matters, economic disputes involving foreign parties where all parties had entered into a written +agreement to resolve disputes by arbitration before an arbitration committee constituted in accordance +with the PRC Arbitration Law. The PRC Arbitration Law provides that an arbitration committee may, +before the promulgation of arbitration regulations by the PRC Arbitration Association, formulate interim +arbitration rules in accordance with the PRC Arbitration Law and the PRC Civil Procedure Law. Where +the parties have agreed to settle disputes by means of arbitration, a people’s court will refuse to handle +a legal proceeding initiated by one of the parties at such people’s court unless the arbitration agreement +is invalid. +Under the PRC Arbitration Law and PRC Civil Procedure Law, an arbitral award shall be final and +binding on the parties involved in the arbitration. If any party fails to comply with the arbitral award, the +other party to the award may apply to a people’s court for its enforcement. A people’s court may refuse +to enforce an arbitral award made by an arbitration commission if there is any procedural irregularity +(including irregularity in the composition of the arbitration committee, the making of an award on matters +beyond the scope of the arbitration agreement, or the jurisdiction of the arbitration commission). +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-22 – + + +--- page 379 --- +Any party seeking to enforce an award of a foreign affairs arbitral body of the PRC against a party +or whose property is not located within the PRC may apply to a foreign court with jurisdiction over the +case for recognition and enforcement of the award. Likewise, an arbitral award made by a foreign arbitral +body may be recognized and enforced by a PRC court in accordance with the principle of reciprocity or +any international treaties concluded or acceded to by the PRC. +The PRC acceded to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards +(the “New Y ork Convention”) adopted on June 10, 1958, pursuant to a resolution passed by the SCNPC +on December 2, 1986. The New Y ork Convention provides that all arbitral awards made in a state which +is a party to the New Y ork Convention shall be recognized and enforced by other parties thereto subject +to their rights to refuse recognition and enforcement under certain circumstances, including where the +enforcement of the arbitral award is against the public policy of that state. At the time of the PRC’s +accession to the Convention, the SCNPC declared that (I) the PRC would only apply the Convention to +the recognition and enforcement of arbitral awards made in the territories of other parties based on the +principle of reciprocity; and (II) the New Y ork Convention will only be applied to disputes deemed under +PRC laws to be arising from contractual or non-contractual mercantile legal relations. +An agreement has been reached between Hong Kong and the Supreme People’s Court of the PRC for +the mutual enforcement of arbitral awards. On June 18, 1999, the Supreme People’s Court of the PRC +adopted the Arrangement on Mutual Enforcement of Arbitral Awards between Mainland and Hong Kong +Special Administrative Region (τર), which +became effective on February 1, 2000. The Supreme People’s Court of China issued the Supplementary +Arrangements on the Mutual Enforcement of Arbitral Awards between the Mainland and the Hong Kong +Special Administrative Region (̂τર)o n +November 26, 2020, which went into effect on November 27, 2020. The arrangements reflect the spirit of +the New Y ork Convention. Pursuant to the arrangements, awards made by PRC arbitral authorities +acknowledged by Hong Kong arbitration rules can be enforced in Hong Kong, and Hong Kong arbitration +awards are also enforceable in mainland China. Where a court of the mainland China finds that +enforcement in the mainland China of the ruling made by the Hong Kong arbitral authority will violate +public interests of the mainland China, execution of the ruling may be ignored. +SUMMARY OF MATERIAL DIFFERENCES BETWEEN HONG KONG AND THE PRC +COMPANY LA W +As a joint stock limited company established in the PRC that is seeking an initial offering of shares +on the stock exchange, we are governed by the PRC Company Law and all other rules and regulations +promulgated pursuant to the PRC Company Law. +Set out below is a summary of certain material differences between Hong Kong company law +applicable to a company incorporated in Hong Kong and the PRC Company Law applicable to a joint stock +limited company incorporated and existing in accordance with the PRC Company Law. This summary is, +however, not intended to be an exhaustive comparison. +Corporate Existence +According to the PRC Company Law, a joint stock limited company may be incorporated by +promotion or raising. +Share Capital +Under the PRC Securities Law, an application for listing shall comply with the listing rules of the +stock exchange. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-23 – + + +--- page 380 --- +According to the PRC Company Law, a shareholder may make capital contributions in currency, or +in kind, intellectual property, land use right, stock rights, creditor’s rights or other non-monetary property +that may be assessed in currency and transferred according to law, except the property that may not be used +as capital contributions according to any law or administrative regulation. The non-monetary property as +capital contributions shall be assessed and verified, which may not be overvalued or undervalued. If there +are provisions on the assessment of value in any law or administrative regulation, such provisions shall +prevail. +Restrictions on Shareholding and Transfer of Shares +Under the PRC law, the Unlisted Shares, which are denominated and subscribed for in Renminbi, can +only be subscribed for and traded by PRC investors, qualified overseas institutional investors or qualified +overseas strategic investors. Overseas listed shares, which are denominated in Renminbi and subscribed +for in a foreign currency, may only be subscribed for, and traded by, investors from countries and regions +outside the PRC or other qualified PRC institutional investors. If the H Shares are eligible securities under +the Southbound Trading Link, they are also available for subscription and trading by domestic investors +in the PRC pursuant to the rules and restrictions of Shanghai-Hong Kong Stock Connect or Shenzhen- +Hong Kong Stock Connect. +According to the PRC Company Law, the shares issued before a company makes a public offering +of shares shall not be transferred within 1 year as of the day when the stocks of the company are listed +and traded on the stock exchange. Where it is otherwise provided for in any law, administrative regulation +or by the securities regulatory authority of the State Council for the transfer of shares held by the +shareholders or actual controllers of a listed company, such provisions shall prevail. The directors, +supervisors and senior management of the company shall declare to the company the shares they hold and +the changes thereof. During the term of office as determined when they assume the posts, the shares +transferred each year shall not exceed 25% of the total shares they hold of the company. The shares of the +company held by them shall not be transferred within 1 year as of the day when the stocks of the company +are listed and traded on the stock exchange. Any of the aforesaid persons shall not transfer the shares of +the company held within six months after he/she leaves office. Any other restrictions on the transfer of +company shares held by directors, supervisors or senior executives may be specified in the articles of +association. +Notice of Shareholders’ Meeting +According to the PRC Company Law, notice of annual shareholder’s meeting must be given not less +than 20 days before the meeting, while notice of an interim shareholders’ meeting must be given not less +than 15 days before the meeting. +Quorum for Shareholder’s meeting +The PRC Company Law does not specify any quorum requirement for a shareholder’s meeting. +Voting at Shareholder’s meeting +According to the PRC Company Law, a resolution made by the shareholders’ meeting shall be +adopted by the shareholders representing more than half of the voting rights. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-24 – + + +--- page 381 --- +A resolution made by the shareholders’ meeting on modifying the articles of association, increasing +or decreasing the registered capital, as well as merger, division, dissolution or change of corporate form +of the company shall be adopted by the shareholders representing more than two thirds of the voting rights. +Variation of Class Rights +According to the PRC Company Law, where any of the matters occurs to a company that issues +classified shares and may affect the rights of the classified shareholders, it shall not only be decided by +the shareholders’ meeting, but also be adopted by shareholders representing two thirds of the voting rights +who are present at the classified shareholders’ meeting. +Directors +According to the PRC Company Law, where any director directly or indirectly concludes a contract +or conducts a transaction with his/her company, he/she shall report the matters relating to the conclusion +of the contract or transaction to the board of directors or shareholders’ meeting, which shall be subject to +the resolution of the board of directors or shareholders’ meeting according to the articles of association. +Where any of the near relatives of the directors, or any of the enterprises directly or indirectly controlled +by the directors, or any of their near relatives, or any of the related parties who has any other related-party +relationship with the directors, concludes a contract or conducts a transaction with the company, the +aforesaid provisions shall apply. Where a director is removed prior to the expiration of term of office +without any justifiable reason, the director may require the company to make compensation. +The PRC Company Law, unlike the Companies Ordinance, does not contain any requirements +relating to the declaration of directors’ interests in material contracts, restrictions on directors’ authority +in making major dispositions, restrictions on companies providing certain benefits to directors and +guarantees in respect of directors’ liability and prohibitions against compensation for loss of office without +shareholders’ approval. +Board of Supervisors +According to the PRC Company Law, if a joint stock limited company has a board of supervisors, +the directors and senior management of the company are subject to the supervision of the board of +supervisors. +Derivative Action by Minority Shareholders +According to the PRC Company Law, where any director, supervisor or senior management violates +any law, administrative regulation or the articles of association during the performance of duties and +causes any loss to the company, shareholders individually or jointly holding over 1% of the shares in the +company for more than 180 consecutive days may request in writing the board of supervisors to initiate +proceedings in the people’s court. If the supervisors violate the relevant provisions of the Company Law, +the above shareholders may request in writing the board of directors to initiate litigation at the people’s +court. Upon receipt of such written request from the shareholders, if the board of supervisors or the board +of directors refuses to initiate such proceedings, or has not initiated proceedings within 30 days upon +receipt of the request, or if under urgent situations, failure of initiating immediate proceeding may cause +irremediable damages to the company, the above said shareholders shall, for the benefit of the company’s +interests, have the right to initiate proceedings directly to the people’s court in their own name. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-25 – + + +--- page 382 --- +The Guidelines for the articles of association of Listed Companies also provide other remedies +against the directors, supervisors and senior management who breach their duties to the company. In +addition, as a condition to the listing of shares on the Stock Exchange, each director and supervisor of a +joint stock limited company is required to give an undertaking in favor of the company acting as agent for +the shareholders. This allows minority shareholders to take action against directors and supervisors of the +company in default. +Protection of Minorities +The PRC Company Law provides that where a company meets any serious difficulty in its operation +or management, and the interests of its shareholders will be subject to heavy loss if the company survives, +which cannot be solved by any other means, the shareholders who hold 10% or more of the voting rights +of the company may request the people’s court to dissolve the company. +The Guidelines for the articles of association of Listed Companies also provide other remedies +against the directors, supervisors and senior management who breach their duties to the company. In +addition, as a condition to the listing of shares on the Stock Exchange, each director and supervisor of a +joint stock limited company is required to give an undertaking in favor of the company acting as agent for +the shareholders. This allows minority shareholders to take action against directors and supervisors of the +company in default. +Financial Disclosure +According to the PRC Company Law, a joint stock limited company is required to make available +at the company for inspection by shareholders its financial report 20 days before its shareholders’ meeting. +In addition, a joint stock limited company of which the public offering Shares are offered should publish +its financial report. +According to the PRC Company Law, a company shall at the end of each accounting year prepare +a financial report which shall be audited by the accounting firm in accordance with the laws. +Information on Directors and Shareholders +The PRC Company Law gives shareholders the right to inspect and copy the Articles of Association, +minutes of the shareholders’ meeting, resolutions of meetings of the board of directors or board of +supervisors, and financial and accounting reports. +Corporate Reorganization +According to the PRC Company Law, the merger, demerger, dissolution or change to the forms of +a joint stock limited company has to be approved by shareholders at shareholder’s meeting. +Statutory Deductions +According to the PRC Company Law, a company shall draw 10% of the profits as its statutory +reserve fund before it distributes any profits after taxation. When the aggregate amount of the company’s +statutory reserve fund reaches 50% of the company’s registered capital, the company may no longer make +allocations from the statutory reserve fund. After a company has made an allocation to its statutory reserve +fund from its after-tax profit, it may make an allocation to its discretionary reserve fund from its after-tax +profit upon a resolution approved at the shareholders’ meeting. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-26 – + + +--- page 383 --- +Remedies of Company +According to the PRC Company Law, if a director, supervisor or senior management in carrying out +his duties infringes any law, administrative regulation or the articles of association of a company, which +results in damage to the company, that director, supervisor or senior management should be responsible +to the company for such damages. +Dividend +Under the PRC Company Law, the residual after-tax profits after a company has made up its losses +and accrued reserve shall be distributed by the company in proportion to the shares held by its +shareholders, except as otherwise provided for in the articles of association. +Fiduciary Duties +Under the PRC Company Law, directors, supervisors, managers and other senior management +personnel of a company have the duty of loyalty and diligence to the company. Such persons shall abide +by the articles of association of the company, perform their duties honestly and diligently, safeguard the +interests of the company, and shall not use their position and authority in the company for their personal +gain. +Closure of Register of Members +According to the PRC Company Law, the register of shareholders shall not be modified within 20 +days before any shareholders’ meeting is held, or within 5 days prior to the benchmark date decided by +the company for the distribution of dividends. Where it is otherwise provided for in any law, +administrative regulation or by the securities regulatory authority of the State Council for the modification +of the register of shareholders of a listed company, such provisions shall prevail. +APPENDIX IV SUMMARY OF KEY LEGAL AND +REGULATORY REQUIREMENTS IN CHINA +– IV-27 – + + +--- page 384 --- +This Appendix sets out summaries of the main clauses of our Articles of Association adopted on +December 24, 2025 which shall become effective as at the date on which the H shares are on the Stock +Exchange. As the main purpose of this appendix is to provide potential investors with an overview of the +Articles of Association, it may not necessarily contain all information that is important to potential +investors. As discussed in the appendix headed “Appendix VII – Documents Delivered to the Registrar of +Companies in Hong Kong and Available on Display,” the full document of the Articles of Association is +available on display. +DIRECTORS AND BOARD OF DIRECTORS +Power to allocate and issue Shares +The Articles of Association contain clauses that authorize the Board of Directors to issue shares. The +Shareholders’ Meeting of our Company may authorize the Board of Directors to decide on the issuance +of not more than 50% of the issued shares within 3 years. However, if the capital contribution is made at +the price of non-monetary property, it shall be resolved by the Shareholders’ meeting. +Power to dispose assets of our Company or any subsidiary +The Board of Directors shall determine the authority of external investment, acquisition and sale of +assets, asset mortgage, external guarantee matters, entrusted financial management, connected +transactions, and establish strict review and decision-making procedures; major investment projects shall +be reviewed by relevant experts and professionals and reported to the Shareholders’ Meeting for approval. +Compensation or payments for loss of office +There are no provisions in the Articles of Association relating to compensation or payments for loss +of office. +Loans to Directors +There are no provisions in the Articles of Association relating to loans to directors. +Provision of financial assistance for acquiring the Shares of the Company or shares of any subsidiary +There are no provisions in the Articles of Association relating to provide financial assistance for +acquiring the Shares of the Company or shares of any subsidiary, unless for the purpose of Company’s +equity incentive plan(s) and employee shareholding schemes. +Disclosure of interests in contracts with the Company or any subsidiary +Directors shall not conclude any contract or engage in any transaction with the Company either in +violation of the Articles of Association or without the approval of the Shareholder’s Meeting and Board +of Directors. +Remuneration +The appointment and removal of the members of the Board of Directors as well as their remuneration +and payment methods, shall be adopted by the Shareholders’ Meeting by ordinary resolution. +Retirement, appointment, removal +The Board of Directors is composed of eleven Directors. The Directors of the Company are elected +by the Shareholders’ Meeting. At any time, the Board of Directors should have more than one-third +independent non-executive directors, and the total number of independent non-executive directors should +not be less than three. +APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION +– V-1 – + + +--- page 385 --- +The Board of Directors has one chairman and may have a vice chairman. The chairman and the vice +chairman of the Board of Directors shall be elected by more than half of all Directors. +Directors serve three-year terms, and the Director can be re-elected and reappointed at the end of the +term. The term of office of a Director shall be calculated from the date of appointment until the expiration +of the term of office of the current Board of Directors. If the term of office of a Director expires without +timely re-election, the original Director shall still perform the duties of a Director in accordance with laws, +administrative regulations, departmental rules, regulatory rules of the place where the Company’s shares +are listed (“the Listing Place Rules”) and the provisions of these Articles of Association before the newly +elected Director takes office. +None of the following persons shall serve as our Director: +(I) a person who has no capacity for civil conduct or having limited capacity for civil conduct; +(II) a person who has been sentenced to criminal punishment for corruption, bribery, encroachment +on property, misappropriation of property or sabotage of the order of the socialist market +economy, and less than five years have elapsed since the completion of the sentence, or having +been deprived of his/her political rights as a result of a criminal conviction and five years have +not elapsed since the date on which execution of the sentence was completed, two years have +not yet elapsed from the date on which the probationary period of probation has expired; +(III) a person who has served as a Director, factory chief, or manager of an insolvent and liquidated +company or enterprise and is held personally liable for such bankruptcy, and three years have +not elapsed since the date when the insolvency and liquidation of the company or enterprise is +completed; +(IV) a person who has served as the legal representative of a company or enterprise whose business +license has been revoked or ordered to close down due to any violation of law, and is held +personally liable for the revocation, and three years have not elapsed since the date when the +revocation occurs; +(V) a person who is listed by the people’s court as a judgment defaulter because the amount of debt +he bears is relatively large and the debt is not paid off when it is due; +(VI) a person who has been prohibited from entering the securities market by the CSRC, and the +time limit has not expired; +(VII) a person who has been publicly identified by relevant regulatory authorities as unsuitable for +serving as directors, senior management personnel, etc. of listed companies, and whose +disqualification period has not yet expired; +(VIII) other contents stipulated by laws, administrative regulations, departmental rules, or the Listing +Place Rules. +The election, appointment or employment of the Directors shall be invalid if such election, +appointment or employment is against the Articles of Association. If a Director falls into the situations +provided in the above-mentioned situations during his/her term of office, the Company shall dismiss +his/her post. +Borrowing Powers +The Board of Directors shall be entitled to make resolutions for our Company to issue bonds and its +Shares under the authorization of Shareholders’ Meeting. +APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION +– V-2 – + + +--- page 386 --- +Powers of the Board of Directors +The Board of Directors shall exercise the following functions and powers: +(I) to convene Shareholders’ Meeting and report to the Shareholders’ Meeting; +(II) to implement resolutions of the Shareholders’ Meeting; +(III) to decide on our Company’s business plans and investment plans; +(IV) to formulate our Company’s profit distribution plans and plans on making up losses; +(V) to formulate proposals for the increase or reduction of our Company’s registered capital, the +issuance of bonds or other securities of our Company and listing of Shares of our Company; +(VI) to formulate plans for our Company’s major acquisition, selling, repurchase the Shares of our +Company, or merger, division, dissolution or change of corporate form of our Company; +(VII) to make a resolution on external investment, acquisition and sale of assets, asset mortgage, +external guarantee matters, entrusted financial management and connected transactions as +authorized by the Shareholders’ Meeting; +(VIII) to decide on establishment of internal management organs of our Company; +(IX) to decide on the appointment or dismissal of our Company’s general manager and secretary of +the Board and other senior management personnel, and decide on their remuneration, rewards +and punishments; to decide to appoint or dismiss our Company’s deputy general manager, +financial director and other senior management personnel according to the nomination of the +general manager, and decide on their remuneration, rewards and punishments; +(X) to formulate the basic management system of our Company; +(XI) to formulate proposals to amend the Articles of Association; +(XII) to manage our Company’s disclosures; +(XIII) to propose to the Shareholders’ Meeting the appointment or replacement of the accounting firm +that provides audit service to our Company; +(XIV) to listen to the work report of the general manager of the company and inspect the work of the +general manager; +(XV) other powers stipulated by laws, administrative regulations, departmental rules, the Listing +Place Rules, the Articles of Association, or powers granted by Shareholders’ Meeting. +Matters beyond the scope of authorization of the Shareholders’ Meeting shall be submitted to the +Shareholders’ Meeting for deliberation. +Secretary of the Board of Directors +Our Company shall establish a secretary to the Board of Directors, responsible for the preparation +of our Company’s Shareholders’ Meeting and Board of Directors’ meeting, retention of documents, +management of our investor relations and our Company’s Shareholder materials, among other matters. +APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION +– V-3 – + + +--- page 387 --- +ALTERNATIONS TO CONSTITUTIONAL DOCUMENTS +In any of the following circumstances, the Company shall amend its articles of association: +(I) after the revision of the PRC Company Law or relevant laws, administrative regulations and the +Listing Place Rules, the matters stipulated in the Articles of Association are in conflict with the +provisions of the amended laws, administrative regulations and the Listing Place Rules; +(II) the situation of the Company changes and is inconsistent with the matters recorded in the +articles of association; +(III) the Shareholders’ Meeting has decided to amend the articles of association. +If the amendment of the articles of association approved by the Shareholders’ Meeting resolution +requires approval by the competent authority, it must be submitted to the competent authority for approval; +if it involves Company registration matters, change registration shall be handled in accordance with the +law. +The Board of Directors shall amend the Articles of Association in accordance with the resolution of +the Shareholders’ Meeting and the approval opinions of relevant competent authorities. +The amendment of the Articles of Association constitutes to the information required to be disclosed +by laws and regulations and shall be announced in accordance with regulations. +SPECIAL RESOLUTIONS – MAJORED REQUIRED +The resolutions of the Shareholders’ Meeting are categorized as ordinary resolutions and special +resolutions. An ordinary resolution shall be adopted by a simple majority of the votes held by the +Shareholders (including proxies) attending the Shareholders’ Meeting. A special resolution shall be +adopted by a two-thirds majority of the votes held by the Shareholders (including proxies) attending the +Shareholders’ Meeting. +VOTING RIGHTS (GENERALLY AND ON A POLL) +Shareholders (including proxy) shall exercise their voting rights according to the number of voting +Shares they represent, and each Share shall have one vote. +Any Shareholder who, in accordance with the Listing Place Rules, is required to waive their voting +rights or is limited to only casting affirmative or negative votes on a certain matter shall waive their voting +rights in accordance with the provisions. Any Shareholder vote or representative vote that violates relevant +regulations or restrictions will not be counted in the voting results. +The Shares held by the Company do not have voting rights, and these Shares are not included in the +total number of Shares with voting rights present at the Shareholders’ Meeting. +When the Shareholders’ Meeting deliberates on related transactions, affiliated Shareholders shall not +participate in voting. +The Shareholders’ Meeting adopts a registered voting method. The same voting right can only choose +one of on-site, online or other voting methods. In case of repeated voting with the same voting right, the +first voting result shall prevail. +APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION +– V-4 – + + +--- page 388 --- +Shareholders attending the Shareholders’ Meeting shall express one of the following opinions on the +proposal submitted for voting: affirmative, negative or abstention. +Where any ballot is not completed in full, is completed incorrectly or unintelligibly, or has no vote +recorded, the voter shall be deemed to have waived his voting rights and the voting result for his shares +shall be deemed as an “abstention.” +REQUIREMENTS FOR ANNUAL SHAREHOLDERS’ MEETING +The Shareholders’ Meeting are divided into annual Shareholders’ Meeting and extraordinary +Shareholders’ Meeting. The annual Shareholders’ Meeting shall be convened once a year and be held +within six months of the end of the previous fiscal year. +ACCOUNTING AND AUDITS +Financial and accounting policies +The Company formulates its financial and accounting system in accordance with laws, +administrative regulations, the Listing Place Rules and the provisions of the Chinese accounting standards. +The Company shall prepare a financial report at the end of each fiscal year, which shall be reviewed +and verified in accordance with the law. +The Company shall not establish other accounting books except for statutory accounting books. The +assets of the Company shall not be deposited in any account opened in the name of any individual. +Appointment and Dismissal of Accountants +The Company engages accounting firms that comply with the provisions of the Securities Law and +the Listing Place Rules to conduct accounting statement auditing, net asset verification, and other related +consulting services. The term of employment is one year and can be renewed. The appointment of an +accounting firm by the Company must be decided by a majority of Shareholders at the Shareholders’ +Meeting, and the Board of Directors shall not appoint an accounting firm before the decision is made at +the Shareholders’ Meeting. The Company guarantees to provide the accounting firm it engages with true +and complete accounting vouchers, accounting books, financial accounting reports, and other accounting +materials, and shall not refuse, conceal, or falsely report. +The remuneration of an accounting firm or the method of determining remuneration shall be +determined by the Shareholders’ Meeting. When the Company dismisses or no longer renews the +appointment of an accounting firm, the Shareholders’ Meeting shall make a decision and notify the +accounting firm 10 days in advance. When the Company’s Shareholders’ Meeting votes on the dismissal +of an accounting firm, the accounting firm is allowed to state its opinions. If the accounting firm proposes +to resign, it shall explain to the Shareholders’ Meeting whether the Company has any improper +circumstances. +NOTICE AND AGENDA OF GENERAL SHAREHOLDERS’ MEETING +The Shareholders’ Meeting is the organ of authority of the Company. The Company shall convene +an extraordinary Shareholders’ Meeting within two months from the date of the fact: +(I) the number of Directors is less than two-thirds of the number specified in the PRC Company +Law or the Articles of Association; +APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION +– V-5 – + + +--- page 389 --- +(II) where the Company’s unfunded losses reach one-third of the total Share capital paid in; +(III) where the Shareholder(s) who individually or jointly hold no less than 10% of the Company’s +Shares request(s) holding of such a meeting; +(IV) when deemed necessary by the Board of Directors; +(V) when the Audit Committee proposes to convene such a meeting; +(VI) in other circumstances stipulated by laws, administrative regulations, departmental rules, the +Listing Place Rules, or the Articles of Association. +The Audit Committee has the right to propose to the Board of Directors the convening of an +extraordinary Shareholders’ Meeting and shall submit it in writing to the Board of Directors. The Board +of Directors shall, in accordance with laws, administrative regulations, the Listing Place Rules and the +Articles of Association, provide written feedback on whether to agree or disagree with the convening of +an extraordinary Shareholders’ Meeting within ten days after receiving the proposal. If the Board of +Directors agrees to convene an extraordinary Shareholders’ Meeting, a notice of convening the +Shareholders’ Meeting shall be issued within five days after the Board of Directors’ resolution is made. +Any changes to the original proposal in the notice shall require the consent of the Audit Committee. If the +Board of Directors does not agree to convene an extraordinary Shareholders’ Meeting or fails to provide +feedback within ten days after receiving the proposal, it shall be deemed that the Board of Directors is +unable or fails to fulfill its duty to convene a Shareholders’ Meeting, and the Audit Committee may +convene and preside over it on its own. +Shareholders who individually or collectively hold 10% or more of the Company’s Shares (excluding +Treasury Shares) have the right to request the convening of an extraordinary Shareholders’ Meeting from +the Board of Directors and shall submit it in writing to the Board of Directors. The Board of Directors +shall, in accordance with laws, administrative regulations and the Articles of Association, provide written +feedback on whether to agree or disagree with the convening of an extraordinary Shareholders’ Meeting +within ten days after receiving the request. If the Board of Directors agrees to convene an extraordinary +Shareholders’ Meeting, it shall issue a notice of convening the Shareholders’ Meeting within five days +after making the Board resolution. Any changes to the original request in the notice shall be subject to the +consent of the relevant Shareholders. If the Board of Directors does not agree to convene an extraordinary +Shareholders’ Meeting or fails to provide feedback within ten days after receiving the request, +Shareholders who individually or collectively hold 10% or more of the Company’s Shares have the right +to propose to the Audit Committee to convene an extraordinary Shareholders’ Meeting and shall submit +a request in writing to the Audit Committee. If the Audit Committee agrees to convene an extraordinary +Shareholders’ Meeting, it shall issue a notice of convening the Shareholders’ Meeting within five days +after receiving the request. Any changes to the original proposal in the notice shall be approved by the +relevant Shareholders. If the Audit Committee fails to issue a notice of the Shareholders’ Meeting within +the prescribed period, it shall be deemed that the Audit Committee has not convened and presided over +the Shareholders’ Meeting. Shareholders who individually or collectively hold 10% or more of the +Company’s Shares for more than 90 consecutive days may convene and preside over the Shareholders’ +Meeting on their own. +The Company holds a Shareholders’ Meeting, and the Board of Directors, Audit Committee, and +Shareholders who individually or jointly hold more than 1% of the Company’s Shares have the right to +submit proposals to the Company. Shareholders who individually or collectively hold more than 1% of the +Company’s Shares may submit temporary proposals and submit them in writing to the convener ten days +prior to the convening of the Shareholders’ Meeting. The convener shall issue a supplementary notice of +the Shareholders’ Meeting within two days after receiving the proposal, announcing the content of the +temporary proposal. +APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION +– V-6 – + + +--- page 390 --- +Except for the circumstances specified in the preceding paragraph, the convener shall not modify the +proposals listed in the notice of the Shareholders’ Meeting or add new proposals after issuing the notice +of the Shareholders’ Meeting. Proposals that are not listed in the notice of the Shareholders’ Meeting or +do not comply with the provisions of the Articles of Association shall not be voted on and a resolution shall +not be made by the Shareholders’ Meeting. +The convener will notify all Shareholders by announcement 21 days before the annual Shareholders’ +Meeting is held, and the extraordinary Shareholders’ Meeting will notify all Shareholders by +announcement 15 days before the meeting is held. The notice of the Shareholders’ Meeting shall be in +writing and include the following contents: +(I) the time, location, and duration of the meeting; +(II) submit matters and proposals for review at the meeting; +(III) clearly state in writing that all Shareholders have the right to attend the Shareholders’ Meeting +and may appoint a proxy in writing to attend and vote at the meeting. The proxy does not need +to be a Shareholder of the Company; +(IV) share registration date of the Shareholders entitled to attend the Shareholders’ Meeting. The +interval between the share registration date and the date of the meeting shall comply with the +Listing Place Rules. Once the share registration date is confirmed, it may not be changed; if +it needs to be changed, the procedures stipulated in the the Listing Place Rules must be +followed; +(V) name and phone number of the permanent contact person for conference affairs; +(VI) online or other voting time and voting procedure; +(VII) other requirements stipulated by laws, administrative regulations, departmental rules, the +Listing Place Rules, and the Articles of Association. +The resolutions of the Shareholders’ Meeting are divided into ordinary resolutions and special +resolutions. +The following matters shall be passed by ordinary resolution at the Shareholders’ Meeting: +(I) work reports of the Board of Directors; +(II) the profit distribution plan and loss recovery plan formulated by the Board of Directors; +(III) appointment or dismissal of the members of the Board of Directors, and formulate their salary +plans; +(IV) other matters other than those required by laws, administrative regulations, the Listing Place +Rules, or the Articles of Association to be passed through special resolutions. +The following matters shall be passed by special resolution of the Shareholders’ Meeting: +(I) the increase or decrease in registered capital of the company; +(II) the divisions, mergers, dissolutions and liquidations; +APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION +– V-7 – + + +--- page 391 --- +(III) the amendment to the Articles of Association; +(IV) to review the Company’s purchase, sale, and provision of guarantees within one year of +material assets exceeding 30% of the company’s total assets; +(V) to make decisions on the Company’s equity incentive plan(s) and employee shareholding +schemes; +(VI) other matters required by laws, administrative regulations, the Listing Place Rules or the +Articles of Association, as well as those determined by ordinary resolutions of the +Shareholders’ Meeting with significant impact on the Company, and which require special +resolutions to be passed. +TRANSFER OF SHARES +The Shares of our Company issued before the company’s public offering shall not be transferred +within one year from the date of listing and trading of the Company’s shares on the stock exchange. +The Directors and senior management of our Company shall declare, to our Company, information +on their holdings of the Shares of our Company and the changes thereto. The Shares transferrable by them +during each year of their term of office shall not exceed 25% of their total holdings of a single class of +Shares of our Company. The Shares that they hold in our Company shall not be transferred within one year +from the date of listing and trading of the Company’s shares. The aforesaid persons shall not transfer their +Shares of our Company within half a year from the date of their resignation. +POWER OF THE COMPANY TO PURCHASE ITS OWN SHARES +The Company shall not acquire its own Shares. However, except for one of the following situations: +(I) to reduce the registered capital of the Company; +(II) to merger with other companies holding Shares in the Company; +(III) to use Shares for employee shareholding schemes or as equity incentives; +(IV) to acquire the Shares of shareholders (upon their request) who vote against any resolution +adopted at any Shareholders’ Meeting regarding the merger or division of the Company; +(V) to use the Shares to satisfy the conversion of the convertible corporate bonds into Shares issued +by the Company; +(VI) to safeguard corporate value and Shareholders’ interests as the Company deems necessary. +(VII) other situations permitted by laws, administrative regulations, Listing Place Rules and other +relevant authorities. +The Company may choose one of the following ways to purchase its shares: +(I) Centralized trading on Stock Exchanges; +(II) other ways permitted by laws, administrative regulations, the Listing Place Rules and other +methods recognized by the CSRC. +APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION +– V-8 – + + +--- page 392 --- +PROXIES +Any Shareholder who has the right to attend and vote at the Shareholders’ Meeting may attend the +meeting in person or entrust one or more persons (who may not be shareholders) as their proxy to attend +and vote on their behalf. The power of attorney issued by Shareholders authorizing others to attend the +Shareholders’ Meeting shall include the following contents: +(I) the name of the proxy; +(II) the voting rights; +(III) respective instructions on affirmative, negative or abstention voting on each item for +consideration listed in the Shareholders’ Meeting’s agenda; +(IV) date of issuance and validity period of the power of attorney; +(V) signature (or seal) of the Shareholder; If the Shareholder is a corporate Shareholder, the seal +of the legal entity shall be affixed. +CALLS ON SHARES AND FORFEITURE OF SHARES +There are no provisions in the Articles of Association relating to calls on Shares and forfeiture of +Shares of the Company. +INSPECTION OF REGISTER OF MEMBERS +Our Company establishes a register of members based on the vouchers provided by the securities +registration and settlement institution, which is sufficient evidence to prove that shareholders hold our +Company’s Shares. Shareholders shall enjoy rights and assume obligations according to the types of +Shares they hold. Shareholders holding the same type of Shares shall have equal rights and assume the +same obligations. +The transfer of Shares must be recorded in the register of members. In the register of shareholders +of overseas listed foreign shares, the original part of the register of shareholders of holders of shares listed +on the Hong Kong Stock Exchange shall be kept in Hong Kong. +When our Company convenes a Shareholders’ Meeting, distributes dividends, liquidates, or engages +in other activities that require confirmation of Shareholder identity, the Board of Directors or the convener +of the Shareholders’ Meeting shall determine the share registration date. After the share registration date +is closed, the registered Shareholders shall be the Shareholders who enjoy the relevant rights and interests. +QUORUM FOR SHAREHOLDERS’ MEETING +There are no provisions in the Articles of Association relating to quorum for Shareholders’ Meeting +of the Company. +APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION +– V-9 – + + +--- page 393 --- +RIGHTS OF THE MINORITIES IN RELATION TO FRAUD OR OPPRESSION THEREOF +If Directors and senior management personnel violate laws, administrative regulations, or the +provisions of the Articles of Association while performing their duties, causing losses to our Company, +Shareholders who individually or jointly hold more than 1% of our Company’s Shares for more than 180 +consecutive days have the right to request in writing that the Audit Committee file a lawsuit with the +people’s court; If the Audit Committee violates laws, administrative regulations, or the provisions of the +Articles of Association while performing its duties, causing losses to our Company, the aforementioned +Shareholders may request in writing that the Board of Directors file a lawsuit with the people’s court. If +the Audit Committee or the Board of Directors refuses to file a lawsuit after receiving a written request +from the Shareholders specified in the preceding paragraph, or fails to file a lawsuit within 30 days from +the date of receiving the request, or if the situation is urgent and the failure to file a lawsuit immediately +will cause irreparable damage to our Company’s interests, the Shareholders specified in the preceding +paragraph have the right to directly file a lawsuit in their own name to the people’s court for the benefit +of our Company. If another person infringes on the legitimate rights and interests of our Company and +causes losses to our Company, Shareholders who individually or jointly hold more than 1% of our +Company’s Shares for more than 180 consecutive days may file a lawsuit with the people’s court in +accordance with the provisions of the preceding two paragraphs. +If Directors, Members of the Audit Committee and senior management personnel of the Company’s +wholly-owned subsidiaries violate laws, administrative regulations, or the provisions of the Articles of +Association while performing their duties, causing losses to our Company, or others infringing on the +legitimate rights and interests of the Company’s wholly-owned subsidiaries resulting in losses, +Shareholders who individually or jointly hold more than 1% of our Company’s Shares for more than 180 +consecutive days have the right to request in writing in accordance with the aforementioned provisions that +the Audit Committee or the Board of Directors file a lawsuit with the people’s court or file lawsuit on +Shareholders’ own name. +PROCEDURES ON LIQUIDATION +Under the PRC Company Law, a company shall be dissolved for any of the following reasons: +(I) the expiration of the business term specified in these articles of association or the occurrence +of other dissolution reasons specified in the Articles of Association; +(II) the Shareholders’ Meeting resolves for dissolution; +(III) dissolution is required due to the merger or division of our Company; +(IV) the business license has been revoked, ordered to close down or dissolved in accordance with +the law; and +(V) the Company is dissolved by a people’s court in response to the request of Shareholders holding +Shares that represent more than 10% of the voting rights of all Shareholders, on the grounds +that there are serious difficulties in the operation and management of our Company and its +continued existence will cause significant losses to the interests of Shareholders, which cannot +be resolved through other means. +If our Company has the reasons for dissolution provided for in the preceding paragraph, it shall +publicize the reasons for dissolution through the national enterprise credit information publicity system +within 10 days. +APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION +– V-10 – + + +--- page 394 --- +The liquidation group shall notify creditors within 10 days of its establishment, and make an +announcement in a newspaper or the national enterprise credit information publicity system within 60 +days. Creditors shall declare their claims to the liquidation team within 30 days from the date of receiving +the notice, or within 45 days from the date of announcement if they have not received the notice. +When applying for creditor’s rights, creditors shall explain the relevant matters of the creditor’s +rights and provide proof materials. The liquidation committee shall register the creditor’s rights. During +the period of declaring creditor’s rights, the liquidation committee shall not pay off the creditor. +After clearing our Company’s assets, preparing a balance sheet and inventory of assets, the +liquidation team shall formulate a liquidation plan and submit it to the Shareholders’ Meeting or the +people’s court for confirmation. The remaining assets of our Company after paying the liquidation +expenses, employee salaries, social insurance expenses, and statutory compensation, paying the +outstanding taxes, and paying off our Company’s debts shall be distributed by our Company according to +the proportion of Shares held by Shareholders. During the liquidation period, our Company exists but +cannot carry out business activities unrelated to liquidation. Our Company’s assets will not be distributed +to Shareholders until they have been paid off in accordance with the provisions of the preceding paragraph. +Upon liquidation of the Company’s property and preparation of the required statement of financial +position and inventory of assets, if the liquidation committee becomes aware that the Company does not +have sufficient assets to meet its liabilities, it must apply to a people’s court for a declaration of +bankruptcy in accordance with the laws. Following such declaration of bankruptcy by the people’s court, +the people’s court shall take over the administration of the liquidation procedure from the liquidation +committee. +After the liquidation of our Company is completed, the liquidation committee shall prepare a +liquidation report, submit it to the Shareholders’ Meeting or the people’s court for confirmation, and +submit it to our Company registration authority to apply for deregistration of our Company, and announce +the termination of our Company. Members of the liquidation committee shall perform their obligation in +compliance with laws and shall have the duty of loyalty and duty of care. Members of the liquidation +committee are liable to indemnify the company and its creditors in respect of any loss arising from their +willful or gross negligence. +Liquidation of a company which is declared bankrupt according to laws shall be processed in +accordance with the laws on corporate bankruptcy. +OTHER PROVISIONS MATERIAL TO THE ISSUER OR THE SHAREHOLDERS THEREOF +General Provisions +Our Company is a permanently existing joint stock limited company. +All the assets of our Company are divided into Shares of equal value. The Shareholders are +responsible for our Company to the extent of their subscribed Shares, and our Company is responsible for +our Company’s debts with all its assets. +From the effective date, this Articles of Association shall become a legally binding document +regulating the organization and behavior of our Company, the rights and obligations between our Company +and its Shareholders, and between Shareholders, and shall have legal binding force on our Company, +Shareholders, Directors, and senior management. +APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION +– V-11 – + + +--- page 395 --- +Share and Transfer +In light of our Company’s operational and developmental needs, our Company may increase its +capital in accordance with the laws and regulations and subject to a resolution of the Shareholders’ +Meeting, by any of the following methods: +(I) a public offering of shares; +(II) a private placement of shares; +(III) allotment of bonus shares to existing shareholders; +(IV) conversion of reserve funds to share capital; +(V) other methods permitted by laws, regulations, and Listing Place Rules or approved by CSRC +and other competent authorities. +Our Company may reduce its registered capital. Any reduction of our Company’s registered capital +shall be subject to the procedures prescribed in the PRC Company Law and other relevant regulations, as +well as the Articles of Association. +Shareholders +Shareholders are entitled to rights and assumes obligations pursuant to the classification of their +shares. +Shareholders holding the same classified Share have the same rights and assume the same +obligations. Shareholders of our Company shall enjoy the following rights: +(I) the right to dividends and other distributions in proportion to the number of Shares held; +(II) the right to apply for, convene, preside, attend or appoint proxies to attend Shareholders’ +Meeting and to exercise the corresponding right to speak and vote; +(III) the right to supervise, present proposals or raise enquiries in respect of our Company’s business +operations; +(IV) the right to transfer, give as a gift or pledge the Shares it holds in accordance with laws, +administrative regulations and the Articles of Association; +(V) the right to obtain relevant information in accordance with the Articles of Association; +(VI) the right to inspect and copy the Articles of Association, Register of Shareholders, minutes of +Shareholders’ Meeting, resolutions of the Board of Directors and accounting reports of Our +Company, eligible shareholders shall enjoy the right to inspect the accounting books and +vouchers of the Company; +(VII) in the event of the termination or liquidation of our Company, the right to participate in the +distribution of the remaining property of our Company in proportion to the number of Shares +held; +(VIII) Shareholders who object to resolutions of merger or division made by the Shareholders’ +Meeting may request our Company to purchase Shares held; +APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION +– V-12 – + + +--- page 396 --- +(IX) other rights provided for by laws, administrative regulations, departmental rules or the Articles +of Association. +Where any Shareholder demands to read the relevant information or obtain any of the aforesaid +materials, he shall submit to our Company written documents proving the class(es) and number of Shares +he holds. Our Company shall provide the relevant information or materials in accordance with the +Shareholder’s demand after verifying the Shareholder’s identity. +Shareholders of our Company shall have the following obligations: +(I) to abide by laws, administrative regulations and the Articles of Association; +(II) to pay the Share subscription price based on the Shares subscribed for by them and the method +of acquiring such Shares; +(III) not to return Shares unless prescribed otherwise in laws and regulations; +(IV) not to abuse Shareholders’ rights to infringe upon the interests of our Company or other +Shareholders; not to abuse our Company’s status as an independent legal entity or the limited +liability of Shareholders to harm the interests of our Company’s creditors; +(V) to assume other obligations required by laws, administrative regulations and the Articles of +Association. +Any Shareholder who abuses Shareholders’ rights and causes our Company or other Shareholders to +suffer a loss shall be liable for making compensation in accordance with the law. Any Shareholder who +abuses the status of our Company as an independent legal entity or the limited liability of Shareholders +to evade debts and severely harm the interests of our Company’s creditors shall assume joint and several +liability for our Company’s debts. +Audit Committee and Other Special Committees +The company does not have a Supervisory Board or Supervisors. +The company sets up an Audit Committee composed of directors within the board of directors, +exercising the powers of the supervisory board as stipulated in the Company Law. The Audit Committee +consists of no less than 3 directors, and should be composed solely of non-executive directors, among +whom independent non-executive directors should account for more than half. +Members of the Audit Committee are prohibited from holding senior management positions in the +company. +The Audit Committee shall exercise the following functions and powers: +(I) to examine our Company’s financial matters; +(II) to supervise the performance by the Directors and senior management of their duties to our +Company, to request Directors and senior management to submit reports on the execution of +their duties if necessary and propose the dismissal of the Directors and senior management who +violates laws, administrative regulations, the Articles of Association, the Listing Place Rules +or the resolutions of the Shareholders’ Meeting; +APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION +– V-13 – + + +--- page 397 --- +(III) to demand rectification from the Directors and senior management when the acts of such +persons are harmful to our Company’s interests; +(IV) to propose the convening of extraordinary Shareholders’ Meeting; to convene and preside the +Shareholders’ Meeting in the event that the Board of Directors fails to perform its duties to +convene and preside the Shareholders’ Meeting in accordance with the PRC Company Law; +(V) to submit proposals to the Shareholders’ Meeting; +(VI) to file lawsuits against Directors and senior management in accordance with laws, +administrative regulations, or the Articles of Association; +(VII) other functions and powers as specified in the Articles of Association or granted by the +Shareholders’ Meeting. +The Audit Committee discovered that the company’s operations were abnormal and could conduct +an investigation; if necessary, it could hire accounting firms and other entities to assist with the work, with +the expenses borne by the company. +The company’s board of directors has established special committees such as nomination and +compensation, which perform their duties in accordance with the Articles of Association and the +authorization of the board of directors. The proposals of the special committees should be submitted to the +board of directors for review and decision. The working procedures of the special committees shall be +formulated by the board of directors. +General Manager +Our Company has one general manager and may have one or more deputy general manager, +appointed or dismissed by the Board of Directors. The general manager, deputy general manager, financial +director, secretary of the Board of Directors and other senior management personnel determined by the +Board of Directors of the Company are the senior management personnel of the Company. The general +manager shall be accountable to the Board of Directors and exercise the following functions and powers: +(I) to be in charge of the production, operation and management of our Company, to organize the +implementation of the resolutions of the Board of Directors, and to report his/her works to the +Board of Directors; +(II) to organize the implementation of our Company’s annual business plans and investment plans; +(III) to draft plans for the establishment of our Company’s internal management organization; +(IV) to draft our Company’s basic management system; +(V) to formulate the specific rules and regulations of our Company; +(VI) to propose to the Board of Directors appointment or dismissal of deputy general manager or +other senior management; +(VII) to appoint or dismiss management personnel other than those required to be appointed or +dismissed by the Board of Directors; +(VIII) such other functions and powers conferred by the Articles of Association, the Board of +Directors. +APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION +– V-14 – + + +--- page 398 --- +The general manager shall attend the Board meeting as a nonvoting delegate and shall be responsible +to the Board of Directors. +Reserves +In distributing its current-year after-tax profits, our Company shall allocate 10% of its profit to its +statutory reserve fund. +Allocations to Company’s statutory reserve fund may be waived once the cumulative amount of +funds therein exceeds 50% of our Company’s registered capital. +Where the statutory reserve fund is not sufficient to cover any loss made by Company in the previous +year, the current year’s profit shall be used to cover such loss before any allocation is made to the statutory +reserve fund pursuant to the preceding paragraph. +After an allocation to the statutory reserve fund has been made from the after-tax profit of our +Company, and subject to the adoption of a resolution by the Shareholders’ Meeting, an allocation may be +made to the discretionary reserve fund. +The remaining after-tax profit after our Company makes up for losses and withdraws provident fund +shall be distributed according to the proportion of Shares held by Shareholders, unless prohibited by the +Articles of Association. +If our Company distributes profits to shareholders in violation of laws, administrative regulations, +regulatory rules of the place where the company’s shares are listed, and the regulations of the relevant +national competent authorities such as the CSRC, the shareholders shall return the profits distributed in +violation of the provisions to the Company; if losses are caused to the Company, the shareholders and the +directors and senior managers who are responsible shall be liable for compensation. +Profits shall not be distributed to Shares held by the Company itself. +Our Company’s provident fund is used to compensate for its losses, expand its production and +operation, or convert it into an increase in our Company’s capital. +The provident fund to make up for the Company’s losses should first use the arbitrary provident fund +and the statutory provident fund; if it still cannot be made up, the capital reserve may be used in +accordance with the regulations. +After converting statutory reserve funds into capital, the amount remaining in the statutory reserve +fund shall be no less than 25% of the Company’s registered capital. +APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION +– V-15 – + + +--- page 399 --- +1. FURTHER INFORMATION ABOUT OUR COMPANY +A. Incorporation +Our Company was incorporated as a joint stock company under the laws of the PRC in November +2013. Our registered address and principal place of business is at Industrial Park, Ganlin Town, Shengzhou +City, Zhejiang Province, PRC. +We have established a place of business in Hong Kong at Room 1901, 19/F, Lee Garden One, 33 +Hysan Avenue, Causeway Bay, Hong Kong and was registered with the Registrar of Companies in Hong +Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance on December 29, 2025. +Ms. Li Y ee Ching, our joint company secretary, is the authorized representative of our Company for the +acceptance of service of process and notices on behalf of our Company in Hong Kong under Part 16 of +the Companies Ordinance. The address for service of process on our Company in Hong Kong is the same +as its principal place of business in Hong Kong as set out above. +As our Company was established in the PRC, we are subject to the relevant laws and regulations of +the PRC. An overview of the relevant aspects of laws and regulations of the PRC is set out in the section +headed “Regulatory Overview” in this prospectus. A summary of our Articles of Association is set out in +Appendix V to this prospectus. +B. Changes in the Share Capital of our Company +Immediately following the completion of the Global Offering and the Conversion of Unlisted Shares +into H Shares, assuming that the Over-allotment Option is not exercised, our registered share capital will +be increased to RMB103,398,721, divided into 103,398,721 H Shares, fully paid up or credited as fully +paid up, representing approximately 100% of our enlarged share capital. +Save as disclosed above, there has been no alteration in the share capital within two years +immediately preceding the date of this prospectus. +C. Resolutions Passed by Our Shareholders’ General Meeting in relation to the Global Offering +At the extraordinary general meeting of the Shareholders held on December 24, 2025, the following +resolutions, among others, were duly passed: +(1) the issue by our Company of H Shares of nominal value of RMB1.00 each and such H Shares +be listed on the Stock Exchange; +(2) the proposed number of H Shares to be offered under the Global Offering and the grant of the +Over-allotment Option. The number of H Shares to be issued pursuant to the exercise of the +Over-allotment Option shall not exceed 15% of the total number of H Shares to be offered +initially pursuant to the Global Offering; +(3) subject to the completion of the Global Offering, the conditional adoption of the revised +Articles of Association, which shall become effective on the Listing Date; and +(4) authorization of our Board and its authorized persons to handle all matters relating to, among +other things, the Global Offering. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-1 – + + +--- page 400 --- +D. Changes in Share Capital of our Subsidiaries +The list of our subsidiaries is set out in Note 1 to the Accountants’ Report, the text of which is set +out in Appendix I to this Prospectus. +Save as disclosed below, there has been no alteration in the share capital of any of our subsidiaries +within the two years preceding the date of this prospectus. +(1) Chongqing Laifual Harmonic Drive Technology Co., Ltd. (ʮ̡) +(“Chongqing Laifual”) +On September 1, 2025, Chongqing Laifual was incorporated as a limited liability company under the +laws of the PRC, with a registered share capital of RMB1 million. +(2) Laifual (Jining) Technology Co., Ltd. ( Ը၅(ྐྵ)ʮ̡) (“Jining Laifual”) +On September 29, 2025, Jining Laifual was incorporated as a limited liability company under the +laws of the PRC, with a registered share capital of RMB1 million. +(3) Shenzhen Laifual Technology Co., Ltd. (ʮ̡) (“Shenzhen Laifual”) +On June 12, 2026, the registered share capital of Shenzhen Laifual increased from RMB5 million to +RMB50 million. +E. Restriction on Share Repurchases +For details of the restrictions on share repurchases by our Company, see the section headed +“Appendix V—Summary of The Articles of Association” in this prospectus. +2. FURTHER INFORMATION ABOUT OUR BUSINESS +A. Summary of Our Material Contracts +We have entered into the following contracts (not being contract entered into in the ordinary course +of business) within the two years immediately preceding the date of this prospectus that is or may be +material: +(1) a cornerstone investment agreement dated June 17, 2026 entered into among our Company, +OAKTREE CAPITAL MANAGEMENT, L.P . (as the investment manager for and on behalf of +the investors listed in the cornerstone investment agreement) and CMB International Capital +Limited with respect to a subscription of H Shares at the Offer Price in the aggregate amount +of the Hong Kong dollar equivalent of US$10.0 million (calculated using the Hong Kong +dollar: USD closing exchange rate as disclosed in this prospectus) (excluding brokerage, SFC +transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such investor +will pay in respect of the H Shares to be subscribed for by it) in accordance with the terms of +the cornerstone investment agreement; +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-2 – + + +--- page 401 --- +(2) a cornerstone investment agreement dated June 17, 2026 entered into among our Company, +Alphahill Capital Limited and CMB International Capital Limited with respect to a +subscription of H Shares at the Offer Price in the aggregate amount of the Hong Kong dollar +equivalent of US$10.0 million (calculated using the Hong Kong dollar: USD closing exchange +rate as disclosed in this prospectus) (excluding brokerage, SFC transaction levy, AFRC +transaction levy and the Stock Exchange trading fee that such investor will pay in respect of +the H Shares to be subscribed for by it) in accordance with the terms of the cornerstone +investment agreement; +(3) a cornerstone investment agreement dated June 17, 2026 entered into among our Company, +HARVEST GLOBAL INVESTMENTS LIMITED and CMB International Capital Limited with +respect to a subscription of H Shares at the Offer Price in the aggregate amount of the Hong +Kong dollar equivalent of US$8.0 million (calculated using the Hong Kong dollar: USD closing +exchange rate as disclosed in this prospectus) (excluding brokerage, SFC transaction levy, +AFRC transaction levy and the Stock Exchange trading fee that such investor will pay in +respect of the H Shares to be subscribed for by it) in accordance with the terms of the +cornerstone investment agreement; +(4) a cornerstone investment agreement dated June 17, 2026 entered into among our Company, +CDH Global Frontier V entures Limited and CMB International Capital Limited with respect to +a subscription of H Shares at the Offer Price in the aggregate amount of the Hong Kong dollar +equivalent of US$7.0 million (calculated using the Hong Kong dollar: USD closing exchange +rate as disclosed in this prospectus) (excluding brokerage, SFC transaction levy, AFRC +transaction levy and the Stock Exchange trading fee that such investor will pay in respect of +the H Shares to be subscribed for by it) in accordance with the terms of the cornerstone +investment agreement; +(5) a cornerstone investment agreement dated June 17, 2026 entered into among our Company, E +FUND MANAGEMENT (HONG KONG) CO., LIMITED and CMB International Capital +Limited with respect to a subscription of H Shares at the Offer Price in the aggregate amount +of the Hong Kong dollar equivalent of US$4.5 million (calculated using the Hong Kong dollar: +USD closing exchange rate as disclosed in this prospectus) (excluding brokerage, SFC +transaction levy, AFRC transaction levy and the Stock Exchange trading fee that such investor +will pay in respect of the H Shares to be subscribed for by it) in accordance with the terms of +the cornerstone investment agreement; +(6) a cornerstone investment agreement dated June 17, 2026 entered into among our Company, E +Fund Management Co., Ltd. and CMB International Capital Limited with respect to a +subscription of H Shares at the Offer Price in the aggregate amount of the Hong Kong dollar +equivalent of US$0.5 million (calculated using the Hong Kong dollar: USD closing exchange +rate as disclosed in this prospectus) (excluding brokerage, SFC transaction levy, AFRC +transaction levy and the Stock Exchange trading fee that such investor will pay in respect of +the H Shares to be subscribed for by it) in accordance with the terms of the cornerstone +investment agreement; +(7) a cornerstone investment agreement dated June 17, 2026 entered into among our Company, +Eurus Holdings SPC (acting for and on behalf of OAAM Diversified Opportunities IV S.P .) and +CMB International Capital Limited with respect to a subscription of H Shares at the Offer Price +in the aggregate amount of the Hong Kong dollar equivalent of US$3.0 million (calculated +using the Hong Kong dollar: USD closing exchange rate as disclosed in this prospectus) +(excluding brokerage, SFC transaction levy, AFRC transaction levy and the Stock Exchange +trading fee that such investor will pay in respect of the H Shares to be subscribed for by it) in +accordance with the terms of the cornerstone investment agreement; +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-3 – + + +--- page 402 --- +(8) a cornerstone investment agreement dated June 17, 2026 entered into among our Company, +LBC HK Opportunity Fund Limited and CMB International Capital Limited with respect to a +subscription of H Shares at the Offer Price in the aggregate amount of the Hong Kong dollar +equivalent of US$3.0 million (calculated using the Hong Kong dollar: USD closing exchange +rate as disclosed in this prospectus) (excluding brokerage, SFC transaction levy, AFRC +transaction levy and the Stock Exchange trading fee that such investor will pay in respect of +the H Shares to be subscribed for by it) in accordance with the terms of the cornerstone +investment agreement; +(9) a cornerstone investment agreement dated June 17, 2026 entered into among our Company, +Dream’ee (Hong Kong) Open-ended Fund Company and CMB International Capital Limited +with respect to a subscription of H Shares at the Offer Price in the aggregate amount of the +Hong Kong dollar equivalent of US$3.0 million (calculated using the Hong Kong dollar: USD +closing exchange rate as disclosed in this prospectus) (excluding brokerage, SFC transaction +levy, AFRC transaction levy and the Stock Exchange trading fee that such investor will pay in +respect of the H Shares to be subscribed for by it) in accordance with the terms of the +cornerstone investment agreement; +(10) a cornerstone investment agreement dated June 17, 2026 entered into among our Company, +Factorial Master Fund and CMB International Capital Limited with respect to a subscription of +H Shares at the Offer Price in the aggregate amount of the Hong Kong dollar equivalent of +US$3.0 million (calculated using the Hong Kong dollar: USD closing exchange rate as +disclosed in this prospectus) (excluding brokerage, SFC transaction levy, AFRC transaction +levy and the Stock Exchange trading fee that such investor will pay in respect of the H Shares +to be subscribed for by it) in accordance with the terms of the cornerstone investment +agreement; +(11) a cornerstone investment agreement dated June 17, 2026 entered into among our Company, +Oasis Investments II Mater Fund Ltd. and CMB International Capital Limited with respect to +a subscription of H Shares at the Offer Price in the aggregate amount of the Hong Kong dollar +equivalent of US$3.0 million (calculated using the Hong Kong dollar: USD closing exchange +rate as disclosed in this prospectus) (excluding brokerage, SFC transaction levy, AFRC +transaction levy and the Stock Exchange trading fee that such investor will pay in respect of +the H Shares to be subscribed for by it) in accordance with the terms of the cornerstone +investment agreement; and +(12) the Hong Kong Underwriting Agreement. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-4 – + + +--- page 403 --- +A. Our Intellectual Property Rights +As of the Latest Practicable Date, our Company had registered, or has applied for the registration of +the following intellectual property rights which were material to our Group’s business. +Trademarks +As of the Latest Practicable Date, we had registered the following trademarks which we considered +to be material to our business: +No. Trademark Class Owner +Place of +Registration +Registration +No. Validity Period +1 + 7 Our Company PRC 75130984 August 7, 2024 – +August 6, 2034 +2 + 7 Our Company PRC 74798765 July 14, 2024 – +July 13, 2034 +3 + 7 Our Company PRC 44681663 April 7, 2021 – +April 6, 2031 +4 + 7 Our Company PRC 24835278 June 28, 2018 – +June 27, 2028 +5 + 7 Our Company PRC 24878543 July 7, 2018 – +July 6, 2028 +6 + 7 Our Company PRC 18297480 March 7, 2017 – +March 6, 2027 +7 + 7 Our Company PRC 16628201 May 21, 2016 – +May 20, 2036 +8 + 7 Our Company PRC 14124494 April 28, 2015 – +April 27, 2035 +9 + 7 CmdRob PRC 71496806 November 21, 2023 – +November 20, 2033 +10 + 7 CmdRob PRC 69017244 July 21, 2023 – +July 20, 2033 +11 + 7 CmdRob PRC 69016901A July 21, 2023 – +July 20, 2033 +12 + 7 CmdRob PRC 69017232 July 28, 2024 – +July 27, 2034 +13 + 7 CmdRob PRC 69006424 October 28, 2024 – +October 27, 2034 +14 + 7 Our Company Hong Kong 307040600 September 24, 2025 – +September 23, 2035 +15 + 7 Our Company Hong Kong 307040619 September 24, 2025 – +September 23, 2035 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-5 – + + +--- page 404 --- +Patents +As of the Latest Practicable Date, we had registered the following patents which we considered to +be material to our business: +No. Owner Description Patent No. +Types of +Patents Application Date +1 Our Company A fixture for processing +the flexspline of a +harmonic reducer ( ɓ၇ +ቃ̋ʈ͜ +ѰՈ) +CN202310971755.5 Innovation August 3, 2023 +2 Our Company A performance testing +device for flexible +bearings used in +industrial robots ( ɓ၇ +ו +ঐ༊ༀໄ) +CN202311157300.6 Innovation September 8, 2023 +3 Our Company A load performance +testing device for +harmonic reducer ( ɓ၇ +ঐᏨ +ༀໄ) +CN202311052195.X Innovation August 21, 2023 +4 Our Company A vibration-damping +harmonic reducer and +its manufacturing +method (ٙࣈ +ಯኜʿՉႡி˙ +ج) +CN202010069568.4 Innovation January 10, 2020 +5 Our Company +and CmdRob +A flexible bearing retainer +with a locking structure +and the flexible bearing +(ݓٙ +ו) +CN202223561417.4 Utility +Model +December 30, 2022 +6 Our Company +and Taiyuan +University +of +Technology +(ଣʈɽ +ኪ) +A heat treatment process +to improve the strength +of 40CrNiMo steel for +flexible gear ( ɓ၇৷ +ቃ40CrNiMo ፻੶ +ᆠஈଣʈᖵ) +CN202011298665.7 Innovation November 19, +2020 +7 Our Company A bearing rigidity +measuring instrument +and its measurement +method (ඎ +ج) +CN202110145714.1 Innovation February 2, 2021 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-6 – + + +--- page 405 --- +No. Owner Description Patent No. +Types of +Patents Application Date +8 Our Company A high-speed kinetic +particle composite shot +peening surface +strengthening process +(ɓ၇৷ਗঐฆɿል +੶ʷʈᖵ) +CN202011517295.1 Innovation December 21, 2020 +9 Our Company A manufacturing method +for harmonic reducers +with four-point contact +flexible bearings ( ̬ᓃ +ಯ +ج) +CN202110367721.6 Innovation April 6, 2021 +10 Our Company Harmonic reducer with a +spherical flexible +bearing (ൿ +ༀৣ +ج) +CN202110367723.5 Innovation April 6, 2021 +11 Our Company A composite harmonic +reducer (ت +ಯኜ) +CN201910039035.9 Innovation January 16, 2019 +12 Our Company A high-torque, high- +rigidity, and long- +service-life harmonic +reducer and its +processing method ( ɓ +ྪն +ಯኜʿՉτༀ˙ +ج) +CN201910812154.3 Innovation August 30, 2019 +13 Our Company Harmonic reducer for +robots (ಯ +ኜ) +CN201610768273.X Innovation August 30, 2016 +14 Our Company A heat treatment process +for thin-walled flexible +gears of harmonic +reducers (ت +ٙ +ᆠஈଣʈᖵ) +CN201910115467.3 Innovation February 14, 2019 +15 CmdRob A servo reduction module +with overload +protection function and +overload protection +method ( ɓ၇ՈϞཀ༱ +ಯᅼ +ج) +CN202410103291.0 Innovation July 28, 2023 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-7 – + + +--- page 406 --- +No. Owner Description Patent No. +Types of +Patents Application Date +16 CmdRob A servo reduction module +with overload +protection function and +overload protection +method ( ɓ၇ՈϞཀ༱ +ಯᅼ +ج) +CN202310937144.9 Innovation July 28, 2023 +17 CmdRob Integrated joint module +(ɓʷᗫືᅼଡ଼) +CN201920724688.6 Utility +Model +May 20, 2019 +18 Our Company Angular harmonic reducer +with high reduction +ratio ( ɽಯˢԉΣፓ +ಯༀໄ) +CN201410037100.1 Innovation January 26, 2014 +19 Our Company A heat treatment process +combining over-strength +steel forging and +normalizing-annealing +(፻ᒦிϓ +ٙ +ᆠஈଣʈᖵ) +CN201910113533.3 Innovation February 14, 2019 +20 Our Company A harmonic reducer with +a composite ball +bearing and associated +lower housing +manufacturing method +(ፓ +ಯኜʿɨಠႡி +ج) +CN202110145695.2 Innovation February 2, 2021 +21 Our Company A flexible gear for +harmonic reducer and +its manufacturing +method (ಯ +ቃʿՉႡி +ج) +CN202110145704.8 Innovation February 2, 2021 +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-8 – + + +--- page 407 --- +Domain Names +As of the Latest Practicable Date, we had registered the following domain names which we +considered to be material to our business: +No. Domain Name Name of Registered Proprietor Validity Period +1 laifual.com Our Company September 14, 2015 – +September 14, 2028 +2 cmdrob.tech CmdRob July 12, 2024 – +July 13, 2034 +3 cmdrob.com CmdRob October 31, 2022 – +October 31, 2028 +4 cmdrob.cn CmdRob March 28, 2023 – +March 28, 2029 +3. FURTHER INFORMATION ABOUT OUR DIRECTORS +A. Particulars of Directors’ Contracts +Each of our Directors has entered into a service contract or appointment letter with our Company. +Each service contract or appointment letter is for an initial term of three years. The service contracts may +be renewed in accordance with the Articles and the applicable laws, rules and regulations. +Save as disclosed above, none of the Directors has or is proposed to enter into a service contract with +any member of our Group, other than contracts expiring or determinable by the relevant employer within +one year without the payment of compensation (other than statutory compensation). +B. Remuneration of Directors +See “Directors and Senior Management” and Note 8 to the Accountants’ Report in Appendix I to this +prospectus for the remuneration or benefits in kind paid to our Directors for the three years ended +December 31, 2025. +No remuneration was paid by the Company to the Directors or the five highest paid individuals as +inducement to join or upon joining the Company or as a compensation for loss of office during the Track +Record Period. Furthermore, none of the Directors had waived or agreed to waive any remuneration during +the Track Record Period. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-9 – + + +--- page 408 --- +4. DISCLOSURE OF INTERESTS +A. Disclosure of Interests of Directors and Chief Executive of Our Company +Save as disclosed below, immediately following the completion of the Global Offering and the +Conversion of Unlisted Shares into H Shares (assuming that the Over-allotment Option is not exercised), +none of our Directors has any interest and/or short position in the Shares, underlying Shares and +debentures of our Company or our associated corporations (within the meaning of Part XV of the SFO) +which will be required to be notified to our Company and the Stock Exchange pursuant to Divisions 7 and +8 of Part XV of the SFO (including interest or short position which they were taken or deemed to have +under such provisions of the SFO) or which will be required, pursuant to section 352 of the SFO, to be +entered in the register referred to therein, or which will be required, pursuant to the Model Code for +Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules to +be notified to our Company, once the H Shares are listed on the Stock Exchange. +Name of Director +Our Company/ +associated corporation Nature of interest +As of the Latest Practicable Date +Immediately following the completion of the +Global Offering and the Conversion of Unlisted Shares +into H Shares (assuming the Over-allotment Option is +not exercised) +Number +of Shares Class of Shares +Approximate +percentage of +shareholding in +the total issued +share capital of +our Company +Number +of Shares Class of Shares +Approximate +percentage of +shareholding in +the total issued +share capital of +our Company +Mr. Zhang /H1100/H1100/H1100Our Company Beneficial owner 3,712,072 Unlisted +Shares +4.13% 3,712,072 H Shares 3.59% +Laifu Investment (1) Interest in controlled +corporation +21,098,226 Unlisted +Shares +23.45% 21,098,226 H Shares 20.40% +Jieyang +Information (2) +Interest in controlled +corporation +4,578,577 Unlisted +Shares +5.09% 4,578,577 H Shares 4.43% +(1) Laifu Investment directly held 21,098,226 Shares in our Company, whose general partner is controlled by Mr. Zhang. +Therefore, Mr. Zhang is deemed to be interested in the 21,098,226 Shares held by Laifu Investment for purpose of Part XV +of the SFO. +(2) Jieyang Information, our employee share ownership platform, directly held 4,578,577 Shares in our Company, whose general +partner is Mr. Zhang. Therefore, Mr. Zhang is deemed to be interested in the 4,578,577 Shares held by Jieyang Information +for purpose of Part XV of the SFO. +Up to the Latest Practicable Date, none of the Directors or their respective spouses and children +under 18 years of age had been granted by our Company or had exercised any rights to subscribe for shares +or debentures of our Company or any of its associated corporations. +B. Substantial Shareholders +Save as disclosed in the section headed “Substantial Shareholders” in this prospectus, our Directors +or chief executive are not aware of any other person, not being a Director or chief executive of our +Company, who has an interest or short position in the Shares and underlying Shares of our Company, +which following the completion of the Global Offering and the Conversion of Unlisted Shares into H +Shares, 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 or any member of our Group. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-10 – + + +--- page 409 --- +C. Disclaimers +(1) none of our Directors has any direct or indirect interest in the promotion of our Company, or +in any assets which have within the two years immediately preceding the date of this prospectus +been acquired or disposed of by or leased to any member of our Group, or are proposed to be +acquired or disposed of by or leased to any member of our Group; +(2) none of our Directors 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; and +(3) save as disclosed in the sections headed “Substantial Shareholders” and “—4. Disclosure of +Interests—A. Disclosure of Interests of Directors and Chief Executive of Our Company”, so far +as is known to our Directors, none of our Directors, their respective close associates (as defined +under the Listing Rules) or Shareholders of our Company who are interested in more than 5% +of the issued share capital of our Company has any interests in the five largest customers or +the five largest suppliers of our Group. +5. OTHER INFORMATION +A. Estate Duty +Our Directors have been advised that no material liability for estate duty under the PRC laws is likely +to fall on our Company or its subsidiaries. +B. Litigation +As of the Latest Practicable Date, no member of our Group was engaged in any outstanding material +litigation or arbitration which may have material and adverse effect on the Global Offering and, so far as +our Directors are aware, no litigation or claim of material importance is pending or threatened by or +against any member of our Group. +C. Sole Sponsor +The Sole Sponsor has made an application on our behalf to the Listing Committee for the listing of, +and permission to deal in, our H Shares. The Sole Sponsor satisfies the independence criteria applicable +to a sponsor as set out in Rule 3A.07 of the Listing Rules. +The Sole Sponsor will be paid by our Company a total fee of US$500,000 to act as the sponsor in +connection with the Listing. +D. Preliminary Expenses +We have not incurred any material preliminary expenses. +E. Promoters +See section headed “History and Corporate Structure—Our Company—Our Company’s Early +Development” for details of our promoters. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-11 – + + +--- page 410 --- +F. Qualification of Experts +The qualifications of the experts, as defined under the Listing Rules, who have given opinions in this +prospectus, are as follows: +Name Qualification +CMB International Capital Limited Licensed to conduct Type 1 (dealing in securities) and +Type 6 (advising on corporate finance) of regulated +activities as defined under the SFO +KPMG Certified Public Accountants +Public Interest Entity Auditor registered in accordance +with the Accounting and Financial Reporting Council +Ordinance +Haiwen & Partners PRC Legal Advisor +China Insights Industry Consultancy +Limited +Independent industry consultant +Commerce & Finance Law Offices +LLP +International sanctions law legal advisor +G. Consents of Experts +Each of the experts named in “—5. Other Information—F. Qualification of Experts” above has given +and has not withdrawn its written consent to the issue of this prospectus with the inclusion of its report +and/or letter and/or opinion and/or the references to its name included herein in the form and context in +which it is respectively included. +As of the Latest Practicable Date, none of the experts named above had any shareholding interests +in any member of our Group or the right (whether legally enforceable or not) to subscribe for or to +nominate persons to subscribe. +H. Taxation of Holders of H Shares +The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty if such sale, +purchase and transfer is effected on the H Share register of members of our Company, including in +circumstances where such transaction is effect on the Stock Exchange. Intending holders of the H Shares +are recommended to consult their professional advisors if they are in any doubt as to the taxation +implications of subscribing for, purchasing, holding or disposing of or dealing in the H Shares. It is +emphasized that none of our Company, our Directors or the other parties involved in the Global Offering +will accept responsibility for any tax effect on, or liabilities of, holders of H Shares resulting from their +subscription for, purchase, holding or disposal of or dealing in the H Shares or exercise of any rights +attaching to them. +I. No Material and Adverse Change +Our Directors confirm that there has been no material and adverse change in the financial or trading +position of our Group since December 31, 2025. +J. Binding Effect +This prospectus shall have the effect, if an application is made in pursuant hereof, of rendering all +persons concerned bound by all the provisions (other than the penal provisions) of sections 44A and 44B +of the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable. +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-12 – + + +--- page 411 --- +K. Related Party Transactions +Our Group entered into certain related party transactions within the two years immediately preceding +the date of this prospectus as mentioned in Note 26 to the Accountants’ Report in Appendix I to this +prospectus. +L. Miscellaneous +(1) Within the two years immediately preceding the date of this prospectus: +(i) save as disclosed in the section headed “History and Corporate Structure”, no share or +loan capital of our Group 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 Group is under option or is agreed conditionally or +unconditionally to be put under option; +(iii) save as disclosed in the section headed “Underwriting”, 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 of our Group; and +(iv) save as disclosed in the section headed “Underwriting”, no commission has been paid or +is payable for subscription, agreeing to subscribe, procuring subscription or agreeing to +procure subscription for any share in or debenture of our Company. +(2) There are no founder, management or deferred shares or any debenture in our Group. +(3) 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. +(4) Our Company has no outstanding convertible debt securities or debentures. +(5) There is no arrangement under which future dividends are waived or agreed to be waived. +(6) Save as disclosed in the section headed “History and Corporate Structure”, none of our equity +and debt securities is listed or dealt with in any other stock exchange nor is any listing or +permission to deal being or proposed to be sought. +(7) All necessary arrangements have been made to enable the H shares to be admitted into CCASS +for clearing and settlement. +(8) No company within our Group is presently listed on any stock exchange or traded on any +trading system. +M. Bilingual Prospectus +The English language and Chinese language versions of this prospectus are being published +separately, in reliance upon the exemption provided by section 4 of the Companies (Exemption of +Companies and Prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of Hong +Kong). +APPENDIX VI STATUTORY AND GENERAL INFORMATION +– VI-13 – + + +--- page 412 --- +1. 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: +(1) copies of the material contracts referred to in “2. Further Information about Our Business—A. +Summary of Our Material Contracts” in Appendix VI to this prospectus; and +(2) the written consents referred to in “5. Other information—G. Consents of Experts” in Appendix +VI to this prospectus. +2. DOCUMENTS A V AILABLE ON DISPLAY +Copies of the following documents will be available on display on the website of our Company at +www.laifual.com and on the website of the Stock Exchange at www.hkexnews.hk up to and including the +date which is 14 days from the date of this prospectus: +(1) the Articles of Association; +(2) the Accountants’ Report from KPMG, the text of which is set out in Appendix I to this +prospectus; +(3) the audited consolidated financial statements of our Group for the years ended December 31, +2023, 2024 and 2025; +(4) the report from KPMG relating to the unaudited pro forma financial information, the text of +which is set out in Appendix II to this prospectus; +(5) the material contracts referred to in “2. Further Information about Our Business—A. Summary +of Our Material Contracts” in Appendix VI to this prospectus; +(6) the written consents referred to in “5. Other information—G. Consents of Experts” in Appendix +VI to this prospectus; +(7) the contracts referred to in “3. Further Information about Our Directors—A. Particulars of +Directors’ Contracts” in Appendix VI to this prospectus; +(8) the legal opinions issued by Haiwen & Partners, our PRC Legal Advisor, in respect of certain +general corporate matters and our Group’s business operations in the PRC; +(9) the PRC Company Law and the Overseas Listing Trial Measures together with their unofficial +English translations; +(10) the industry report issued by China Insights Industry Consultancy Limited; and +(11) the international sanctions legal memorandum issued by Commerce & Finance Law Offices +LLP , our international sanctions law legal advisor. +APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR OF +COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY +– VII-1 – + + +--- page 413 --- +浙江來福諧波傳動股份有限公司 +Zhejiang Laifual Drive Co., Ltd. diff --git a/data/extracted_text/06715/prospectus_2026-06-22_2026062200025.txt b/data/extracted_text/06715/prospectus_2026-06-22_2026062200025.txt new file mode 100644 index 0000000..cf56407 --- /dev/null +++ b/data/extracted_text/06715/prospectus_2026-06-22_2026062200025.txt @@ -0,0 +1,21383 @@ +--- page 1 --- +Hangzhou Qiandaohu Xunlong Sci-tech Co., Ltd. +ʮ̡ +(A joint stock company incorporated in the People’s Republic of China with limited liability) +Stock Code: 06715 +Joint Sponsors, Overall Coordinators, Joint Global Coordinators, +Joint Bookrunners and Joint Lead Managers + + +--- page 2 --- +IMPORTANT: If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professional advice. +Hangzhou Qiandaohu Xunlong Sci-tech Co., Ltd. +杭 州 千 島 湖 鱘 龍 科 技 股 份 有 限 公 司 +(A joint stock company incorporated in the People ’s Republic of China with limited liability) +GLOBAL OFFERING +Number of Offer Shares under the Global +Offering +: 16,332,900 H Shares (subject to the Over- +allotment Option) +Number of Hong Kong Offer Shares : 1,633,300 H Shares (subject to reallocation) +Number of International Offer Shares : 14,699,600 H Shares (subject to reallocation +and the Over-allotment Option) +Offer Price : HK$75.50 per H Share, plus brokerage of 1%, +SFC transaction levy of 0.0027%, Stock +Exchange trading fee of 0.00565% and +AFRC transaction levy of 0.00015% +(payable in full on application in Hong Kong +dollars and subject to refund) +Nominal Value : RMB1.00 per H Share +Stock Code : 6715 +Joint Sponsors, Sponsor-Overall Coordinators, Joint Global Coordinators, +Joint Bookrunners and Joint Lead Managers +Overall Coordinators, Joint Global Coordinators, +Joint Bookrunners and Joint Lead Managers +Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the contents of this +Prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisin g from or in reliance upon the whole or +any part of the contents of this Prospectus. +A copy of this Prospectus, having attached thereto the documents specified in ‘‘Documents Delivered to the Registrar of Companies in Hong Kong and Available on Display ’’ in Appendix V +to this Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscella neous Provisions) Ordinance +(Cap. 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this +Prospectus or any other documents referred to above. +The Offer Price will be HK$75.50 per H Share, unless otherwise announced. Applicants for Hong Kong Offer Share may be required to pay, on application (s ubject to application channels), +the Offer Price of HK$75.50 for each Hong Kong Offer Share together with a brokerage fee of 1.0%, a SFC transaction levy of 0.0027%, AFRC transaction lev y of 0.00015% and a Stock +Exchange trading fee of 0.00565%. +The Sponsor-Overall Coordinators (for themselves and on behalf of the other Overall Coordinators and the Underwriters) may, with the consent of our C ompany, reduce the +number of Offer Shares at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, a noti ce of the reduction in +the number of Offer Shares will be published on our website at www.kalugaqueen.com and the Stock Exchange ’sw e b s i t ea twww.hkexnews.hk not later than the morning of the last +day for lodging applications under the Hong Kong Public Offering. Further details are set forth in ‘‘Structure of the Global Offering ’’and ‘‘How to Apply for Hong Kong Offer +Shares ’’in this Prospectus. If applications for Hong Kong Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Hong Kong +Public Offer, then such applications can be subsequently withdrawn if the number of Offer Shares is so reduced. +The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Sponsor-Overall Coordina tors (for themselves and on behalf +of the Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in ‘‘Underwriting ’’ in this Prospectus. It is important that you refer to that section +for further details. +The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offe red, sold, pledged or +transferred within the United States, except pursuant to an available exemption from, or in a transaction not subject to, the registration requireme nts of the U.S. Securities Act and +in accordance with any applicable state securities laws in the United States. The Offer Shares are being offered and sold only outside the United State s in offshore transactions in +reliance on Regulation S. No public offering of the Offer Shares will be made in the United States. +ATTENTION +We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this Prospectus to the p ublic in relation to the Hong +Kong Public Offering. +This Prospectus is available at the website of the Stock Exchange at www.hkexnews.hk and our website at www.kalugaqueen.com . If you require a printed copy of this Prospectus, you +may download and print from the website addresses above. +June 22, 2026 +IMPORTANT + + +--- page 3 --- +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 Hong Kong Stock Exchange at +www.hkexnews.hk under the ‘‘HKEXnews > New Listings > New Listing Information ’’ section, and +our website at www.kalugaqueen.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 HK eIPO White Form service at www.hkeipo.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 the electroni c version of this Prospectus are identical to the +printed document as registered with the Registr a ro fC o m p a n i e si nH o n gK o n gp u r s u a n tt oS e c t i o n +342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. +If you are an intermediary, broker or agent, please remind your customers, clients or principals, +as applicable, that this Prospectus is available online at the website addresses above. +See ‘‘How to Apply for the Hong Kong Offer Shares ’’ for further details on the procedures +through which you can apply for Hong Kong Offer Shares electronically. +Your application through the HK eIPO White Form service or the HKSCC EIPO channel must be +for a minimum of 100 Hong Kong Offer Shares and in one of the numbers set out in the table. +If you are applying through the HK eIPO White Form service, you may refer to the table below +for the amount payable for the number of Shares you have selected. You must pay the respective amount +payable on application in full upon application for Hong Kong Offer Shares. +IMPORTANT + + +--- page 4 --- +If you are applying through the HKSCC EIPO channel , you are required to pre-fund your +application based on the amount specified by your broker or custodian, as determined based on the +applicable laws and regulations in Hong Kong. +No. of +Hong Kong +Offer Shares +applied for +Amount payable (2) +on application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Amount payable (2) +on application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Amount payable (2) +on application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Amount payable (2) +on application/ +successful +allotment +HK$ HK$ HK$ HK$ +100 7,626.14 +200 15,252.28 +300 22,878.42 +400 30,504.58 +500 38,130.71 +600 45,756.85 +700 53,383.00 +800 61,009.13 +900 68,635.27 +1,000 76,261.42 +1,500 114,392.13 +2,000 152,522.84 +2,500 190,653.54 +3,000 228,784.26 +3,500 266,914.96 +4,000 305,045.66 +4,500 343,176.38 +5,000 381,307.09 +6,000 457,568.50 +7,000 533,829.92 +8,000 610,091.35 +9,000 686,352.76 +10,000 762,614.18 +20,000 1,525,228.36 +30,000 2,287,842.53 +40,000 3,050,456.70 +50,000 3,813,070.88 +60,000 4,575,685.06 +70,000 5,338,299.23 +80,000 6,100,913.40 +90,000 6,863,527.58 +100,000 7,626,141.76 +200,000 15,252,283.50 +300,000 22,878,425.26 +400,000 30,504,567.00 +500,000 38,130,708.76 +600,000 45,756,850.50 +700,000 53,382,992.26 +816,600 +(1) 62,275,073.53 +Notes: +(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the Hong Kong +Offer Shares initially offered. +(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC +transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in +the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through the application +channel of the HK eIPO White Form service) while the SFC transaction lev y, the Stock Exchange trading fee and +the AFRC transaction levy will be paid to the SFC, the Stock Exchange and t he 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 + + +--- page 5 --- +If there is any change to the expected timetabl e of the Hong Kong Public Offering, we will +issue an announcement on the resp ective websites of the Company at www.kalugaqueen.com and +the Stock Exchange at www.hkexnews.hk . +H o n g K o n g P u b l i c O f f e r i n g c o m m e n c e s .................................... 9 : 0 0 a . m . o n M o n d a y , +June 22, 2026 +Latest time for completing electronic +applications via the HK eIPO White Form +service through the designated website at www.hkeipo.hk (2) .............. 1 1 : 3 0 a . m . o n T h u r s d a y , +June 25, 2026 +Application lists for the Hong Kong Public Offering open (3) ................ 1 1 : 4 5 a . m . o n T h u r s d a y , +June 25, 2026 +Latest time for (a) completing full payment of application +monies via the HK eIPO White Form service, or; +(b) giving electronic application instructions to HKSCC (4) .............. 1 2 : 0 0 n o o n o n T h u r s d a y , +June 25, 2026 +If you are instructing your broker or custodian who is a HKSCC Participant to submit HKSCC +EIPO applications on your behalf through HKSCC ’s FINI system in accordance with your instruction, +you are advised to contact your broker or custodian for the latest time for giving such instructions +which may be different from the latest time as stated above. +Application lists of the Hong Kong Public Offering close (3) ................ 1 2 : 0 0 n o o n o n T h u r s d a y , +June 25, 2026 +Announcement of: +. the level of indications of intere st in the International Offering; +. the level of applications in the Hong Kong Public Offering; and +. the basis of allocations of the Hong Kong Offer Shares +to be published on the website of our Company at +www.kalugaqueen.com (5) +and the website of the Stock Exchange +at www.hkexnews.hk .....................................n o l a t e r t h a n 1 1 : 0 0 p . m . o n M o n d a y , +June 29, 2026 +EXPECTED TIMETABLE (1) +– i – + + +--- page 6 --- +Results of allocations in the Hong Kong Pub lic Offering (with successful applicants ’ identification +document numbers, where appropriate) to be made available through a variety of channels as described +in the section headed ‘‘How to Apply for the Hong Kong Offer Shares — Publication of Results ’’ +including +. from the ‘‘Allotment Results ’’ page at the designated +results of allocations website at www.tricor.com.hk/ipo/result +or www.hkeipo.hk/IPOResult with a ‘‘search by ID ’’ +function from (6) ..................................................... 1 1 : 0 0 p . m . o n M o n d a y , +June 29, 2026 to +12:00 midnight on Friday, +July 3, 2026 +. The Stock Exchange ’s website at www.hkexnews.hk and +our website at www.kalugaqueen.com (5) which will provide links to +t h e a b o v e m e n t i o n e d w e b s i t e s o f t h e H S h a r e R e g i s t r a r ..................n o l a t e r t h a n 1 1 : 0 0 p . m . +on Monday, +June 29, 2026 +. from the allocation results telephone enquiry line +by calling at +852 3691 8488 between +9 : 0 0 a . m . a n d 6 : 0 0 p . m ....................................... f r o m T u e s d a y , J u n e 3 0 , 2 0 2 6 t o +Monday, July 6, 2026 +(excluding Saturdays, Sundays and +public holidays in Hong Kong) +Despatch of H Share certificates in respect of wholly or +partially successful applica tions, or deposit of H Share +certificate into CCASS, on or before (7)(8) ................................ M o n d a y , J u n e 2 9 , 2 0 2 6 +Despatch of HK eIPO White Form e-Auto Refund +payment instructions and refund cheques on or before (9) ................... T u e s d a y , J u n e 3 0 , 2 0 2 6 +Dealings in the H Shares on the Stock Exchange +e x p e c t e d t o c o m m e n c e o n............................................. T u e s d a y , J u n e 3 0 , 2 0 2 6 +Notes: +(1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates. +(2) You will not be permitted to submit your application under the HK eIPO White Form service through the designated +website at www.hkeipo.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your +application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be +permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last +day for submitting applications, whe n the application lists close. +(3) If there is a ‘‘black ’’ rainstorm warning or a tropical cyclone warning signal number 8 or above and/or Extreme Conditions +(collectively, ‘‘Bad Weather Signal ’’) in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Thursday, +June 25, 2026, the application lists will not open or close on that day. For further details, see ‘‘How to Apply for Hong +Kong Offer Shares — E. Bad Weather Arrangements. ’’ +EXPECTED TIMETABLE (1) +– ii – + + +--- page 7 --- +(4) Applicants who apply via HKSCC EIPO channel shall contact their broker or custodian for the earliest and latest time for +giving such instructions, as this may vary by broker or custodian. For those applying through HKSCC EIPO channel, you +may also check with your broker or custodian from 6:00 p.m. on Friday, June 26, 2026 (Hong Kong time). +(5) Neither of the websites nor any of the information contained on the websites forms part of this Prospectus. +(6) The full list of (i) wholly or partia lly successful applicants using the HK eIPO White Form service and HKSCC EIPO +channel, and (ii) the number of Hong Kong Offer Shares co nditionally allotted to them, among other things, will be +displayed at +www.tricor.com.hk/ipo/result or www.hkeipo.hk/IPOResult . +(7) H Share certificates will only become valid at 8:00 a.m. on the Listing Date provided that the Global Offering has become +unconditional and the right of termination described in ‘‘Underwriting — Underwriting Arrangements — Hong Kong Public +Offering — Grounds for Termination ’’ has not been exercised. Investors who trade the Shares on the basis of publicly +available allocation details prior to the re ceipt of H Share certificates or prior to the H Share certificat es becoming valid +evidence of title do so entirely at their own risk. +(8) If a Bad Weather Signal in force is hoisted on Monday, June 29, 2026, the H Share Registrar will make appropriate +arrangements for the delivery of the H Share certificates to the HKSCC Depository ’s service counter so that they would be +available for trading on Tuesday, June 30, 2026. +(9) Refund mechanism for surplus appl ication monies paid by application via HKSCC EIPO channel is subject to the +arrangement between applicants and their broker or custodian. +Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer to ‘‘How to +Apply for Hong Kong Offer Shares — D. Dispatch/Collection of H Share Certificates and Refund of Application Monies ’’ +for details. +Applicants who have applied through the HK eIPO White Form service and paid their applica tions monies through single +bank accounts may have refund monies (if any) dispatched to the designated bank account in the form of HK eIPO White +Form e-Auto Refund payment instructions. A pplicants who have applied through the HK eIPO White Form service and +paid their application monies through multiple bank accounts may have refund monies (if any) dispatched to the address as +specified in their application instructions in the form of refund cheques in favour of the applicant (or, in the case of joint +applications, the first-named applicant) by ordinary post at their own risk. +Further information is set out in ‘‘How to Apply for Hong Kong Offer Shares — D. Dispatch/Colle ction of H Share +Certificates and Refund of Application Monies. ’’ +The above expected timetable is a summary only. Fo r further details of the structure of the Global +Offering, including its conditions, and the procedur es for applications for Hong Kong Offer Shares, see +‘‘Structure of the Global Offering ’’ and ‘‘How to Apply for Hong Kong Offer Shares ’’ in this +Prospectus. +If the Global Offering does not become unconditional or is terminated in accordance with its +terms, the Global Offering will not proceed. In such case, our Company will make an announcement as +soon as practicable thereafter. +EXPECTED TIMETABLE (1) +– iii – + + +--- page 8 --- +IMPORTANT NOTICE TO PROSPECTIVE INVESTORS +This Prospectus is issued by us solely in conn ection with the Hong Kong Public Offering and +the Hong Kong Offer Shares and does not constitu te an offer to sell or a solicitation of an offer to +buy any security other than the Hong Kong Offer S hares offered by this Prospectus pursuant to the +Hong Kong Public Offering. This Prospectus may not be used for the purpose of making, and does +not constitute, an offer or invita tion in any other jurisdiction or i n any other circumstances. No +action has been taken to permit a public offering of the Hong Kong Offer Shares in any +jurisdiction other than Hong Kong and no action h as been taken to permit the distribution of this +Prospectus in any jurisdiction other than Hong Kong. The distribution of this Prospectus for +purposes of a public offering and the offering and sale of the Hong Kong Offer Shares in other +jurisdictions are subject to restrictions an d may not be made except as permitted under the +applicable securities laws of such jurisdictions pu rsuant to registration with or authorization by the +relevant securities regulatory aut horities or an exemption therefrom. +You should rely only on the information c ontained in this Prospectus to make your +investment decision. The Hong Kong Public Offeri ng is made solely on the basis of the information +contained and the representations made in this Prospectus. We have not authorized anyone to +provide you with information that is different from what is contained in this Prospectus. Any +information or representation not contained nor made in this Prospectus must not be relied on by +you as having been authorized by us, the Joint Sponsors, the Sponsor-Overall Coordinators, the +Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead +Managers, any of the Underwriters, the Capital Market Intermediaries, any of our or their +respective directors, officers, employees, agen ts, or representatives of any of them or any other +parties involved in the Global Offering. +Page +EXPECTED TIMETABLE .......................................................... i +CONTENTS ....................................................................... i v +SUMMARY ....................................................................... 1 +DEFINITIONS ..................................................................... 1 6 +GLOSSARY OF TECHNICAL TERMS .............................................. 2 6 +FORWARD-LOOKING STATEMENTS .............................................. 3 0 +RISK FACTORS ................................................................... 3 1 +WAIVERS FROM STRICT COMPLIANCE WITH +THE LISTING RULES ........................................................... 5 0 +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING ....... 5 3 +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING .............. 5 8 +CONTENTS +– iv – + + +--- page 9 --- +Page +CORPORATE INFORMATION ..................................................... 6 3 +INDUSTRY OVERVIEW ........................................................... 6 5 +REGULATORY OVERVIEW ....................................................... 7 7 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE ...................... 9 1 +BUSINESS ........................................................................ 1 1 5 +RELATIONSHIP WITH OUR SINGLE LARGEST SHAREHOLDERS ................. 1 8 3 +FINANCIAL INFORMATION ...................................................... 1 8 7 +CONNECTED TRANSACTIONS .................................................... 2 2 9 +DIRECTORS AND SENIOR MANAGEMENT ........................................ 2 3 0 +SUBSTANTIAL SHAREHOLDERS .................................................. 2 4 2 +SHARE CAPITAL ................................................................. 2 4 3 +CORNERSTONE INVESTMENTS .................................................. 2 4 6 +FUTURE PLANS AND USE OF PROCEEDS ......................................... 2 5 4 +UNDERWRITING ................................................................. 2 6 0 +STRUCTURE OF THE GLOBAL OFFERING ........................................ 2 7 0 +HOW TO APPLY FOR HONG KONG OFFER SHARES .............................. 2 7 7 +APPENDIX I — ACCOUNTANT ’SR E P O R T .................................... I - 1 +APPENDIX II — UNAUDITED PRO FORMA FINANCIAL INFORMATION ....... II-1 +APPENDIX III — SUMMARY OF ARTICLES OF ASSOCIATION ................. I II-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 – + + +--- page 10 --- +This summary aims to give you an overview of the information contained in this Prospectus. +As this is a summary, it does not contain all th e information that may be important to you. You +should read the entire Prospectus before you decide to invest in the Offer Shares. +There are risks associated with any investmen t. Some of the particular risks in investing in +t h eO f f e rS h a r e sa r es e tout in the section headed ‘‘Risk Factors ’’in this Prospectus. You should +read that section carefully before you decide to invest in the Offer Shares. +OVERVIEW +Who We Are +We are the world ’s largest caviar company. According to C IC, we ranked first in the global caviar +market by sales volume for 11 consecutive years since 2015. Our caviar sales volume accounted for over +30% of the global caviar market from 2021 to 2025, reaching 36.1% in 2025, which was more than four +times that of the second largest player. Levera ging over 20 years of industry experience and +development, we have built an integrated sturgeon and caviar value chain encompassing sturgeon +breeding and aquaculture, caviar processing, and sales and marketing. We have established an +international caviar brand KALUGA QUEEN (卡露伽). Driven by continuous technological advancement, +we are committed to delivering premium ca viar products to consumers worldwide. +Caviar, known for its rarity, distinctive flavor and rich cultural heritage, is widely recognized as a +fine food worldwide. According to the Codex A limentarius Commission (CAC), caviar refers +exclusively to the roe obtained from mature female sturgeon, which is processed and lightly salted for +preservation. In response to the global depletion of wild sturgeon resources, we developed key +capabilities in sturgeon genetic breed ing and aquaculture, and pioneered sturgeon aquaculture and caviar +exportation in China. We have been actively involved in the development of China ’s sturgeon industry, +from inception to a comprehensive value chain covering aquaculture and processing, and have +contributed to the formulation of industry standards. +Our Products and Brand +Our core product is caviar. We primarily sell cavi ar products to corporate customers worldwide. +We have also expanded our product portfolio to include sturgeon products and other caviar-based +offerings. Our customers mainly comprise overseas caviar houses and fine food companies, and +restaurants, hotels and supermarkets in China. As of the Latest Practicable Date, our products were sold +to 46 countries and regions across Europe, America and Asia-Pacific. +Our own brand KALUGA QUEEN (卡露伽) established an international presence and is recognized +by a wide range of customers. In addition to our sales to overseas caviar houses and fine food +companies, our caviar products are also served in the first-class cabins of major international airlines +and fine dining establishments worldwide. They have been featured at the Academy Awards banquet, +underscoring their exceptional quality and unique standing. For details, see ‘‘Business — Overview — +Our Products and Brand ’’. +SUMMARY +– 1 – + + +--- page 11 --- +The following table sets forth a breakdown of our revenue by product category, in an absolute +amount and as a percentage of our total revenue, for the years indicated: +For the year ended December 31, +2023 2024 2025 +RMB % RMB % RMB % +(in thousands, except percentages) +Caviar: .................... 523,116 90.6 614,423 91.8 698,442 90.8 +Hybrid sturgeon caviar . . . . . . . . 160,160 27.7 191,871 28.7 218,397 28.4 +Russian sturgeon caviar . . . . . . . . 272,619 47.2 338,715 50.6 413,331 53.7 +Kaluga caviar . . . . . . . . . . . . . . 51,384 8.9 49,108 7.3 32,976 4.3 +Beluga caviar . . . . . . . . . . . . . . . 17,608 3.1 15,499 2.3 22,309 2.9 +Amur sturgeon caviar . . . . . . . . . 12,483 2.2 13,193 2.0 8,874 1.2 +Siberian sturgeon caviar . . . . . . . 5,184 0.9 3,811 0.6 2,194 0.3 +Other caviar +(1) .............. 3 , 6 7 8 0 . 6 2 , 2 2 6 0 . 3 3 6 1 0 . 0 +Sturgeon products ............. 47,351 8.2 51,549 7.7 65,623 8.5 +Sturgeon meat . . . . . . . . . . . . . . 34,135 5.9 38,368 5.7 51,543 6.7 +Processed sturgeon products . . . . . 13,216 2.3 13,181 2.0 14,080 1.8 +Others (2) ...................... 6,774 1.2 3,321 0.5 4,941 0.7 +Total ...................... 577,241 100.0 669,293 100.0 769,006 100.0 +Notes: +(1) ‘‘Other caviar ’’ consists of caviar of several additional sturgeon species. +(2) ‘‘Others ’’ mainly represents (i) sales of live sturgeons, and (ii) sales of other caviar-based products. +The following table sets forth a breakdown of our revenue by major country, in an absolute +amount and as a percentage of our total revenue, for the years indicated: +For the year ended December 31, +2023 2024 2025 +RMB % RMB % RMB % +(in thousands, except percentages) +United States . . . . . . . . . . . . . . . . . 147,175 25.5 180,883 27.0 215,509 28.0 +C h i n a...................... 1 3 4 , 6 4 5 2 3 . 3 1 3 3 , 3 2 9 1 9 . 9 1 2 4 , 5 0 9 1 6 . 2 +G e r m a n y.................... 5 0 , 7 5 8 8 . 8 7 1 , 0 3 2 1 0 . 6 9 1 , 0 9 7 1 1 . 8 +F r a n c e ..................... 6 4 , 4 5 9 1 1 . 2 6 0 , 8 2 9 9 . 1 6 9 , 8 3 8 9 . 1 +Russia . . . . . . . . . . . . . . . . . . . . . 43,897 7.6 60,401 9.0 68,536 8.9 +B e l g i u m .................... 2 3 , 5 4 3 4 . 1 4 0 , 2 5 8 6 . 0 4 6 , 8 9 6 6 . 1 +Others +(1) . . . . . . . . . . . . . . . . . . . . 112,764 19.5 122,561 18.4 152,621 19.9 +Total ...................... 577,241 100.0 669,293 100.0 769,006 100.0 +Note: +(1) ‘‘Others ’’ refers to sales made to a range of overseas markets, each of which individually accounted for less than +5.0% of our total sales in each year during the Track Record Period. These markets include, among others, Japan, the +UAE, the United Kingdom, Singapore, Azerbaijan, Canada and Spain. +SUMMARY +– 2 – + + +--- page 12 --- +The following table sets forth the breakdowns by product category of the sales volume and average +selling price of our products fo r the years indicated: +For the year ended December 31, +2023 2024 2025 +Sales +Volume +Average +Selling Price +Sales +Volume +Average +Selling Price +Sales +Volume +Average +Selling Price +Kilogram RMB/Kilogram Kilogram RMB/Kilogram Kilogram RMB/Kilogram +Caviar: ................ 219,926 2,379 258,260 2,379 291,461 2,396 +Hybrid sturgeon caviar . . . . 71,253 2,248 80,436 2,385 87,506 2,496 +Russian sturgeon caviar . . . . 123,567 2,206 154,725 2,189 188,221 2,196 +Kaluga caviar . . . . . . . . . . 13,738 3,740 13,426 3,658 8,999 +(1) 3,664 +Beluga caviar (2) . . . . . . . . . 2,390 7,368 2,125 7,295 2,980 7,486 +Amur sturgeon caviar . . . . . 4,868 2,564 4,603 2,866 2,703 (1) 3,283 +Siberian sturgeon caviar . . . 1,761 2,944 1,650 2,309 941 (1) 2,332 +Other caviar (4) . . . . . . . . . 2,349 1,566 1,295 1,719 111 (1) 3,246 (3) +Sturgeon products: ........ 1,454,334 33 1,685,178 31 2,230,883 29 +Sturgeon meat . . . . . . . . . 1,063,443 32 1,092,592 35 1,458,505 35 +Processed sturgeon products . 390,891 34 592,586 22 772,378 18 +Others (5) ............... 271,465 25 333,916 10 480,992 10 +Total ................. 1,945,725 297 2,277,354 294 3,003,336 256 +Notes: +(1) The decrease in sales volume of such caviar products in 2025 was primarily attribut able to adjustments in our +product mix and capacity allocation, as well as changes in c ustomer demand patterns. In particular, we continued to +prioritize Russian sturgeon caviar and hybrid sturgeon caviar as our core products. During 2023 and 2024, as the +production capacity and supply of Russian sturgeon caviar and hybrid sturgeon caviar were insufficient to meet +customer demand, we promoted other caviar varieties, including Kaluga caviar, Amur sturgeon caviar and Siberian +sturgeon caviar, to customers as alternative product offeri ngs, with the relevant sturgeon species clearly identified to +customers. In 2025, as the production volume and supply of Russian sturgeon caviar and hybrid sturgeon caviar +recovered and became better aligned with market demand, we adjusted our supply strategy by reallocating capacity +and sales efforts towards our core products. According to CIC, it is common in the industry for certain players to +adopt similar strategic optim izations and capacity allocation adjustments to increase sales of core caviar products +while reducing sales of non-core products. As a result, sales of other non-core varieties correspondingly declined. +The fluctuation thus primarily refl ected our internal operational and product strategy adjustments. +(2) The average selling price of Beluga caviar was generally higher than that of other caviar products during the Track +Record Period, primarily due to its substantially longer fa rming cycle, limited supply a nd premium quality. Beluga +sturgeon requires a significantly longer maturation period (20 years in average) before roe extraction compared to +other species, resulting in higher pr oduction costs and naturally constrai ned output. In addition, Beluga caviar is +widely recognized as a premium product within the caviar market, which supports a higher market price. +(3) The increase in the average selling price of other caviar in 2025 was primarily due to a change in product mix, as we +strengthened grading and processing controls and, as a result, other caviar comprised entirely higher-priced Sevruga +caviar in 2025, compared with prior years when the category included certain lower-priced products. +(4) ‘‘Other caviar ’’ consists of caviar of several additional sturgeon species. +(5) ‘‘Others ’’ mainly represents (i) sales of live sturgeons and (ii) sales of other caviar-based products. +We engaged in self-operated sturgeon aquaculture , breeding and farming activities conducted at +our wholly self-managed aquacu lture bases. For details, see ‘‘Business — Our Production ’’. +According to CIC, the global caviar industry does not have a uniform grading system and the +product quality is generally assess ed based on factors such as sturgeon species, processing methods and +the egg size, color and texture of the roe. The strengths of our products lie in our standardized and +ecological aquaculture practices and stringent processing workflow. For our sturgeon resources, +SUMMARY +– 3 – + + +--- page 13 --- +according to CIC, we maintain the world ’s largest and most diverse sturgeon broodstock reserve in terms +of scale and species variety, and we are among the few caviar producers who can provide caviar from +six major sturgeon species. Our self-owned aquaculture bases and standardized processing workflows +reduce external sourcing risks and enhance qua lity stability. For processing methods, our caviar +processing combines traditional craftsmanship with modern processing technologies to process roes +within its optimal window and preserve rich flavor pr ofiles. Key quality indicators of our products, such +as caviar shape, egg size and freshness, are maint ained at a high level, reinforcing our quality +positioning in the industry. For product safety, in a ddition to complying with international food safety +standards, including ISO 22000 and HACCP, we have also obtained the globally recognized +certifications, such as BRC Global Standard for Food Safety and IFS Food Standard, which involve +comprehensive assessments of production, quality control and traceability. In addition, we are the only +caviar producer in China that has obtained Friend of the Sea (FOS) certification, according to CIC. +Leveraging our scaled aquaculture operations an d consistent product qua lity, we are able to adopt a +pricing model that combines cost efficiency with premium positioning. The pricing of our products is +benchmarked against leading international brands, and both the export prices and retail prices of our +caviar products are above the industry average, according to CIC. For details of the price range of our +products, see ‘‘Business — Our Brands and Products — Core Product: Caviar. ’’ +Our Market Opportunities +Caviar production historically depended on wild sturgeon. According to the Food and Agriculture +Organization of the United Nations (FAO), wild caviar output peaked at 1,988 tons in 1977 but declined +sharply to 280 tons by 1997 due to resource depletion and conservation efforts. By 2010, CITES had +imposed a global ban on the international trade of wild sturgeon products, followed by legislation in the +European Union and the United States prohibitin g the sale of wild caviar, removing it from global +supply. Since the 1980s, the emergence of sturgeon aquaculture has enabled aquaculture caviar to +gradually replace wild-sourced supply, driving sustained growth in both global production and +consumption. According to CIC, the global caviar sales increased from 389.6 tons in 2020 to 808.4 tons +in 2025, representing a CAGR of 15.7%. There remains significant potential for growth as compared +with historical peak levels. As the leader in the glo bal caviar industry, we are well positioned to capture +substantial market opportunities. +Caviar consumption has shown an upward trend in recent years across all regional markets. China +has witnessed rapid development of its caviar marke t, with estimated consumption volume growing at a +CAGR of 19.5% from 2025 to 2030, and its market size is expected to reach 181.3 tons in 2030. The +market size of traditional markets such as Europe and the U.S. is expected to maintain a CAGR of over +8.0% from 2025 to 2030. In addition, other overseas mar kets including the Middle East, other areas in +Asia such as Japan and Singapore, and South America are also experiencing accelerated growth, with +caviar consumption volume expected to reach 303.3 tons in 2030, at a CAGR of 13.5% from 2025 to +2030. The global caviar consumption is expected to reach 1,343.9 tons in 2030, at a CAGR of 10.7% +from 2025 to 2030. The farming cycle for sturgeons, from juveniles to female mature fish suitable for +caviar production, typically requires seven to 15 years, depending on the sturgeon species. Given the +long farming cycle and slow growth rate of sturg eon, global caviar demand is expected to outpace +supply, resulting in a sustained structural under supply over the medium t o long term. As an industry +leader, we benefit from a sizable addressable market and strong growth potential, providing a solid +foundation for the continued growth and long-term success of our business. +SUMMARY +– 4 – + + +--- page 14 --- +Our Financial Performance +We have achieved industry-leading performan ce in both revenue growth and profitability and +recorded a stable cash flow position during the Tr ack Record Period. Our revenue increased from +RMB577.2 million in 2023 to RMB769.0 million in 202 5, representing a CAGR of 15.4%. We have also +recorded ongoing improvements in p rofitability and operational efficie ncy. Our net profit increased from +RMB272.9 million in 2023 to RMB365.0 million in 202 5, representing a CAGR of 15.7%. Meanwhile, +our net profit margin remained above 47% throughout the Track Record Period. Our net cash generated +from operating activities increased from RMB259.8 million in 2023 to RMB270.3 million in 2025. Our +adjusted EBITDA (non-IFRS measure) increased from RMB393.8 million in 2023 to RMB515.2 million +in 2025, representing a CAGR of 14.4%. We value the long-term trust of our shareholders and are +committed to consistently creating value for t hem. During the Track Record Period, we paid an +aggregate of RMB217.0 million in dividends, repre senting 22.6% of our aggregate net profit for the +same period. +OUR COMPETITIVE STRENGTHS +We believe the following strengths have driven our success and enabled us to seize market +opportunities and achieve sustainable growth: (i) World ’s Largest Caviar Company with Integrated +Operations; (ii) Leading Player in the Caviar I ndustry with Extensive Sturgeon Resources and +Distinctive Ecological Advantages; (iii) Proprietar y Technologies with Industry-Leading Capabilities, +Receiving Multiple Accolades Inc luding the Second Prize of the Sta te Scientific and Technological +Progress Award; (iv) Diversified Sa les Channels to Capture Global Ma rket Opportunities; (v) Extensive +Consumer Reach Through a Diversified Product Portfolio and Innovative Marketing Strategies; (vi) +Experienced Management Team with Global Vision and Entrepreneurial Mindset, Supported by a +Collaborative and Inclusive Corporate Culture; and (vii) Sustainable and Environment Friendly +Aquaculture Model. +OUR STRATEGIES +We drive the development of our business through the following strategies: (i) Accelerate Global +Channel Expansion and Brand Enhancement to Broaden Consumer Reach; (ii) Expand and Optimize +Global Production Capacity to Enhance Supply Chain Efficiency; (iii) Increase Investment in +Technology to Drive Full-Chain Innovation and Solidify Industry Leadership; (iv) Increase R&D +Investment to Accelerate Product Portfolio Expansi on; and (v) Consistently Attract, Develop and Retain +Top Talent. +SALES AND MARKETING +During the Track Record Period, the majority of our products were sold to overseas markets. We +have established long-term and in-depth relationships with customers including overseas caviar houses +and fine food companies, which are food companies specializing in the sales of high-end food products +such as caviar and other premium delicacies. In add ition to our international presence, we also sell our +products in China. We have built a nationwide sales network across China, covering both offline and +online channels. During the Track Record Period, we sold our caviar products under both third-party +brands and our own brand KALUGA QUEEN (卡露伽). The KALUGA QUEEN (卡露伽)b r a n dn a m e +SUMMARY +– 5 – + + +--- page 15 --- +does not indicate that all caviar products sold under this brand are derived exclusively from Kaluga +sturgeon, and such products may include caviar produced from other sturgeon species. The following +table sets forth the revenue breakdown by sales channel for the periods indicated: +For the year ended December 31, +2023 2024 2025 +RMB % RMB % RMB % +(in thousands, except percentages) +Overseas sales (1) : ............. 442,596 76.7 535,964 80.1 644,497 83.8 +Third-party brand (2) . . . . . . . . . . 354,154 61.4 428,307 64.0 527,229 68.6 +Own brand (3) . . . . . . . . . . . . . . . 88,442 15.3 107,657 16.1 117,268 15.2 +Domestic sales — Own brand .... 134,645 23.3 133,329 19.9 124,509 16.2 +Offline (4) . . . . . . . . . . . . . . . . . . 124,412 21.5 123,456 18.4 113,409 14.8 +Online (5) .................. 1 0 , 2 3 3 1 . 8 9 , 8 7 3 1 . 5 1 1 , 1 0 0 1 . 4 +Total ...................... 577,241 100.0 669,293 100.0 769,006 100.0 +Notes: +(1) During the Track Record Period, our overseas sales were all offline sales. +(2) Customers primarily comprise overseas caviar houses and fine food companies. +(3) Customers primarily comprise overseas caviar houses and fine food companies, and international airlines. In +particular, in 2023, 2024 and 2025, revenue generated from sales to international airlines amounted to RMB8.8 +million, RMB11.8 million and RMB13.0 million, respectively, accounting for 1.5%, 1.8% and 1.7% of our total +revenue for the same periods, respectively. +(4) Customers primarily comprise restaurants, hotels and supermarkets in China. +(5) Customers primarily comprise consumers purchasing our products through our self-operated stores on major e- +commerce platforms in China. +OUR CUSTOMERS AND SUPPLIERS +During the Track Record Period, our customers were primarily overseas caviar houses and fine +food companies. See ‘‘Business — Sales and Marketing — Sales Channels. ’’ In 2023, 2024 and 2025, +the aggregate sales to our five largest customers in each year during the Track Record Period amounted +to RMB198.5 million, RMB236.0 million and RMB2 92.0 million, respectively, accounting for 34.4%, +35.3% and 38.0% of our total revenue, respectively. In 2023, 2024 and 2025, the sales to our largest +customer in each year during the Track Record Pe riod amounted to RMB54.6 million, RMB60.4 million +and RMB73.8 million, respectivel y, accounting for 9.5%, 9.0% and 9 .6% of our total revenue in each +year, respectively. +In 2023, 2024 and 2025, the aggregate purchases from our top five suppliers in each year during +the Track Record Period amounted to RMB124.5 m illion, RMB179.3 million and RMB198.7 million, +respectively, which accounted for 66.6%, 61.2% and 54.0% of our total purchases for the same periods, +respectively. In 2023, 2024 and 2025, purchases from our largest supplier in each year during the Track +Record Period amounted to RMB82.5 million, RMB 98.2 million and RMB119.8 million, respectively, +which accounted for 44.1%, 33.5% and 32.6% of our total purchases for the same periods, respectively. +During the Track Record Period, our top five suppliers comprised suppliers of feeds and sturgeons. +SUMMARY +– 6 – + + +--- page 16 --- +SUMMARY OF HISTORICAL FINANCIAL INFORMATION +The following tables set forth summary financia l data from our financial information during the +Track Record Period, extracted from the Accountant ’s Report in Appendix I to this Prospectus. The +summary financial data set forth below should be rea d together with, and is qualified in its entirety by +reference to, our financial statements in this Prospectus, including the related notes. Our financial +information was prepared in accordance with IFRS. +Consolidated Statements of Profit or Loss and Other Comprehensive Income +The following table sets forth a summary of our consolidated statements of profit or loss and other +comprehensive income for the years indicated. +Year ended December 31, +2023 2024 2025 +Results before +fair value +adjustments on +biological +assets +Fair value +adjustments on +biological +assets Total +Results before +fair value +adjustments on +biological +assets +Fair value +adjustments on +biological +assets Total +Results before +fair value +adjustments on +biological +assets +Fair value +adjustments on +biological +assets Total +RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +R e v e n u e................. 577,241 — 577,241 669,293 — 669,293 769,006 — 769,006 +C o s to fs a l e s .............. ( 172,620) (396,867) (569,487) (225,760) (463,203) (688,963) (248,064) (512,373) (760,437) +G r o s sp r o f i t............... 404,621 (396,867) 7,754 443,533 (463,203) (19,670) 520,942 (512,373) 8,569 +Selling and marketing expenses . . . . (34,617) — (34,617) (48,826) — (48,826) (53,858) — (53,858) +General and administrative expenses . (71,913) — (71,913) (39,160) — (39,160) (69,612) — (69,612) +Research and development expenses . (22,710) — (22,710) (24,231) — (24,231) (28,200) — (28,200) +O t h e ri n c o m e .............. 6 , 5 6 1 — 6,561 11,993 — 11,993 25,838 — 25,838 +Other (losses)/gains — n e t ...... ( 4 , 0 3 1 ) — (4,031) 7,239 — 7,239 (11,049) — (11,049) +Net impairment (losses)/gains on +f i n a n c i a la s s e t s ........... ( 5 6 9 ) — (569) (1,878) — (1,878) 1,828 — 1,828 +Fair value changes on biological +a s s e t s ................. — 455,372 455,372 — 509,799 509,799 — 554,119 554,119 +Operating profit ............ 277,342 58,505 335,847 348,670 46,596 395,266 385,889 41,746 427,635 +F i n a n c ei n c o m e............. 1 , 4 6 6 — 1,466 6,288 — 6,288 11,897 — 11,897 +F i n a n c ec o s t s .............. ( 5 , 4 7 9 ) — (5,479) (3,955) — (3,955) (5,102) — (5,102) +Finance (costs)/income — net . . . . (4,013) — (4,013) 2,333 — 2,333 6,795 — 6,795 +Profit before income tax ....... 273,329 58,505 331,834 351,003 46,596 397,599 392,684 41,746 434,430 +I n c o m et a xe x p e n s e s.......... ( 5 8 , 9 3 5 ) — (58,935) (73,475) — (73,475) (69,401) — (69,401) +Profit for the year .......... 214,394 58,505 272,899 277,528 46,596 324,124 323,283 41,746 365,029 +Profit for the year attributable to: +— Owners of the Company . . . . 270,117 308,417 363,397 +— Non-controlling interests . . . . 2,782 15,707 1,632 +272,899 324,124 365,029 +Total comprehensive income for +the year ............... 272,899 324,124 365,029 +SUMMARY +– 7 – + + +--- page 17 --- +Fair value adjustments on biological assets unde r costs of sales represent the accumulative fair +value changes of the biological assets before the p oint of harvest. In accordance with IAS 41, our +biological assets are continuously measured at fair value less costs to sell up to the point of harvest, +with changes in fair value recognized as ‘‘fair value changes on biological assets ’’ under the operating +expenses in consolidated statement of comprehensive income. As our sturgeons grow and mature, their +value changes, and accounting standards require such changes in value to be recognized before the +sturgeons are harvested. At the point of harvest, fair value of the biological assets becomes the +inventory cost of caviar and sturgeon products harvested. When the inventory is subsequently sold, its +carrying amount is recognized as cost of sales. Such carrying amount comprises both the historical +expenditure incurred in purchasing or breeding the sturgeons and the cumulative fair value changes +recognized before harvest. Therefore, the fair value adjustment on biological assets under cost of sales is +not a new cash cost or a fair value loss at the time of s ale. Rather, it is the cumulative fair value uplift +recognized before harvest, which is included in inventory cost upon harvest and subsequently recognized +as cost of sales when the products are sold. +Fair value gains on biological assets under the operating expenses represent the fair value changes +of biological assets arising from the changes in vol ume and selling prices of biological assets during the +current period. Accounting standards require us to remeasure such sturgeons at fair value less costs to +sell at each reporting date before harvest. Any increase in such fair value before harvest is recognized as +fair value gains on biological assets under operating expenses. Fair value gains on biological assets +under operating expenses are therefore non-cash and unrealized accounting gains recognized during the +cultivation period. They do not represent revenue from sale of caviar or sturgeon products, nor do they +represent cash received from customers. Rather, they reflect the increase in the estimated fair value of +the biological assets before harves t, based on their biological growth and maturation and the applicable +valuation assumptions as at the relevant reporting date. Such fair value gains are recognized in the +period in which the biological assets increase in value before harvest. +In simple terms, fair value gains on biologica l assets under the operating expenses are the +accounting recognition of the increase in value of ou r sturgeons while they are still being cultivated, +whereas fair value adjustments on biological assets under cost of sales are the subsequent release of +such previously recognized fair value uplift into cost of sales when the harvested products are sold. +Non-IFRS Measures +To supplement our consolidated financial statements which are presented in accordance with IFRS, +we also use certain non-IFRS measures, namely, adjusted net profit (non-IFRS measure) and adjusted +EBITDA (non-IFRS measure), as additional financial metrics. These non-IFRS measures are not required +by or presented in accordance with IFRS. We believe that non-IFRS measures facilitate comparisons of +our operating performance by eliminating poten tial impacts of certain items, and present useful +information in understanding and ev aluating our consolidated results of operations in the same manner +as they help our management. However, our presentation of such non-IFRS measures may not be +comparable to similarly titled measures presente d by other companies. The use of these non-IFRS +measures has limitations as an analytical tool, and you should not consider it in isolation from, or as a +substitute for analysis of, our results of operati ons or financial conditio n as reported under IFRS. +SUMMARY +– 8 – + + +--- page 18 --- +The following table reconciles our adjusted net profit (non-IFRS measure) and adjusted EBITDA +(non-IFRS measure) to our profit for the years presented in accordance with IFRS, for the years +indicated. +For the year ended December 31, +2023 2024 2025 +(RMB in thousands) +Reconciliation of profit for the year, adjusted net profit +(non-IFRS measure) and adjusted EBITDA (non-IFRS +measure) +P r o f i tf o rt h ey e a r ................................... 2 7 2 , 8 9 9 3 2 4 , 1 2 4 3 6 5 , 0 2 9 +Add: +Share-based compensation expenses (1) ..................... 4 0 , 2 8 5 1 0 , 0 7 1 1 7 , 9 4 3 +Listing expenses (2) .................................. —— 18,320 +Adjusted net profit (non-IFRS measure) .................. 313,184 334,195 401,292 +Add: +Depreciation and amortization (3) ......................... 2 5 , 6 8 2 3 1 , 3 2 8 3 7 , 7 3 6 +I n c o m et a xe x p e n s e.................................. 5 8 , 9 3 5 7 3 , 4 7 5 6 9 , 4 0 1 +Finance (costs)/income — n e t........................... ( 4 , 0 1 3 ) 2 , 3 3 3 6 , 7 9 5 +Adjusted EBITDA (no n-IFRS measure) ................... 393,788 441,331 515,224 +Notes: +(1) Share-based compensation expenses represent the fair value of the employee services received in exchange for the +grant of equity instruments. See Note 24 to the Accountant ’s Report included in Appendix I to this Prospectus for +details. +(2) Listing expenses related to the Global Offering. +(3) Depreciation and amortization equals the sum of depreciation of property, plant and equipment, amortization of +intangible assets and amortizat ion of right-of-use assets. +SUMMARY +– 9 – + + +--- page 19 --- +Consolidated Statements of Financial Position +The table below sets forth the selected informatio n from our consolidated statements of financial +position as of the dates indicated, which has been ex tracted from our audited consolidated financial +statements included in Appe ndix I to this Prospectus. +For the year ended December 31, +2023 2024 2025 +(RMB in thousands) +T o t a ln o n - c u r r e n ta s s e t s ............................... 2 9 0 , 9 3 2 3 4 3 , 0 5 0 3 8 2 , 6 3 4 +T o t a lc u r r e n ta s s e t s .................................. 1 , 7 3 9 , 6 1 5 2 , 0 0 1 , 4 4 4 2 , 6 5 5 , 8 0 7 +Total assets ....................................... 2,030,547 2,344,494 3,038,441 +Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250,502 242,427 469,434 +Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 277,493 265,320 465,399 +Total liabilities .................................... 527,995 507,747 934,833 +Net current assets .................................. 1,462,122 1,736,124 2,190,408 +Net assets ........................................ 1,502,552 1,836,747 2,103,608 +S h a r ec a p i t a l ....................................... 9 0 , 2 4 3 9 0 , 2 4 3 9 2 , 5 5 3 +S h a r e sh e l df o rr e s t r i c t e ds h a r es c h e m e s.................... —— (2,310) +R e s e r v e s ......................................... 3 2 0 , 9 0 8 3 3 0 , 9 7 9 3 7 3 , 8 6 3 +R e t a i n e de a r n i n g s ................................... 1 , 0 3 1 , 0 0 9 1 , 3 3 9 , 4 2 6 1 , 5 5 8 , 3 4 1 +Equity attributable to owners of the Company . . . . . . . . . . . . . . . . 1,442,160 1,760,648 2,022,447 +N o n - c o n t r o l l i n gi n t e r e s t s .............................. 6 0 , 3 9 2 7 6 , 0 9 9 8 1 , 1 6 1 +Total equity ....................................... 1,502,552 1,836,747 2,103,608 +Net Assets +The increases in net assets during the Track Recor d Period corresponded to the increases in total +equity during the same years, which were primarily driven by retained earnin gs growth resulting from +the growth in net profits, partially offset by dividends distribution during the Track Record Period. Such +increases were further adjusted by the gradual incre ases in reserves, mainly attributable to the share- +based compensation expenses in each year comprising the Track Record Period. For a detailed +description of our consolidated statements of changes in equity, see the Accountant ’s Report included in +Appendix I to this Prospectus. +Biological Assets +Our biological assets consist of fish fry, female i mmature sturgeon, female mature sturgeon, and +male sturgeon. We recorded biological assets of RMB1,389.2 million, RMB1,553.5 million and +RMB1,748.7 million as of December 31, 2023, 2024 and 2025, respectively, representing 92.5%, 84.6% +and 83.1% of our net assets as of the same dates, respectively. Our sturgeon biomass amounted to +11,502.6 tons, 12,460.7 tons and 14,326.9 tons as of December 31, 2023, 2024 and 2025, respectively. +Biological assets are measured at fair value less co sts to sell. Neither active market nor observable +market rate and price of each sturgeon species are available for the market participants. Therefore, the +fair value of biological assets is measured accord ing to level 3 of the fair value hierarchy, based on +discounted cashflow technique using significant unobservable inputs. Valuation is based on a variety of +SUMMARY +– 10 – + + +--- page 20 --- +premises, many of which are unobservable. For example, for female sturgeons, the unit fair value of +different sturgeon broodstock is calculated by applying income approach, which is based on the present +value of future cashflows derived from the expect ed selling price of the caviar or sturgeon products +produced upon harvest, less the expected costs required to feed and raise to harvest date and subsequent +costs to sell, adjusting with estimated normal mor tality. For male sturgeons, the unit fair value of +different sturgeon broodstock is calculated by applying market approach. Our Valuer and management +periodically review these assumptions and valuation par ameters to identify any significant changes in the +fair value of our biological assets. See ‘‘Financial Information — Biological Assets and Valuation ’’ for +details. +We have established a standardized stock-taking protocol for all our aquaculture bases, covering +both regular and periodic stock takes to ensure the physical existence of our biological assets and the +accuracy of relevant data. Each aquaculture base conducts a full stock take of biological assets annually +to verify key information such as sp ecies, quantity, gender a nd health conditions, which are accurately +recorded in our information management system, and submits the corresponding stock-taking report to +the management. See ‘‘Financial information — Biological Assets and Valuation — Stock Take and +Internal Control ’’ for details. As a result, we have maintained a b iological asset inventory accuracy rate +above 99.7% for 11 consecutive years since 2015. +Consolidated Statements of Cash Flows +The following table sets forth our cash flows for the years indicated. +For the year ended December 31, +2023 2024 2025 +(RMB in thousands) +Operating cash flows before changes in working capital . . . . . . . . . . . 347,540 385,482 433,303 +C h a n g e si nw o r k i n gc a p i t a l .............................. ( 4 8 , 8 5 2 ) ( 9 0 , 0 7 2 ) ( 1 0 1 , 4 3 9 ) +I n c o m et a x e sp a i d..................................... ( 3 8 , 8 8 4 ) ( 4 2 , 0 1 6 ) ( 6 1 , 5 2 3 ) +N e tc a s hg e n e r a t e df r o mo p e r a t i n ga c t i v i t i e s................... 2 5 9 , 8 0 4 2 5 3 , 3 9 4 2 7 0 , 3 4 1 +N e tc a s hu s e di ni n v e s t i n ga c t i v i t i e s ........................ ( 7 5 , 9 3 2 ) ( 5 5 , 3 4 5 ) ( 2 5 , 6 0 1 ) +Net cash (used in)/generated from financing ac tivities . . . . . . . . . . . . (98,323) (108,796) 230,082 +Net increase in cash and cash equivalents ................... 85,549 89,253 474,822 +Cash and cash equivalents at the beginning of the year . . . . . . . . . . . 122,067 207,990 303,633 +Effects of exchange rate changes on cash and cash equivalents . . . . . . 374 6,390 5,158 +Cash and cash equivalents at the end of the year .............. 207,990 303,633 783,613 +KEY FINANCIAL RATIOS +The following table sets forth certain of our k ey financial ratios for the years indicated. +For the year ended December 31, +2023 2024 2025 +Current ratio (1) ............................. 6 . 3 7 . 5 5 . 7 +Quick ratio (2) .............................. 6 . 1 7 . 4 5 . 6 +N e tp r o f i tm a r g i n ........................... 4 7 . 3 % 4 8 . 4 % 4 7 . 5 % +Return on total asset (3) ....................... 1 4 . 3 % 1 4 . 8 % 1 3 . 6 % +Return on equity (4) .......................... 1 9 . 5 % 1 9 . 4 % 1 8 . 5 % +SUMMARY +– 11 – + + +--- page 21 --- +Note: +(1) Calculated by current assets as of the end of the year divided by current liabilities as of the end of the same year. +Our biological assets are farm-raised sturgeons, which have a long gonadal maturation cycle of approximately seven +to fifteen years, depending on the broodstock, before reaching biological optimal maturity for harvest. These +sturgeons are consumable biological assets that only have one harvest during their life cycle. Considering their +consumable nature which are typically an integrated part of the normal operating cycle, they are classified as current +assets. +(2) Calculated by current assets as of the end of the year less inventories as of the end of the same year divided by +current liabilities as of the end of the same year. +(3) Calculated by net profit of the respective year divided b y the arithmetic mean of the opening and closing balances of +total assets and multiplied by 100%. +(4) Calculated by profit for the year div ided by the average of the beginning and ending balances of total equity for the +same year and multiplied by 100%. +COMPETITION +We operate in the global caviar industry. We mainly compete with caviar production companies +worldwide and in the PRC. According to CIC, the global caviar industry is characterized by high entry +barriers, including technological expertise, breeding environment, extended breeding cycles and high +capital investment thresholds, stringent product qua lity standards, regulatory c ompliance, and the need +for vertically integrated operational capabilities. In addition, we compete with other market participants +across factors such as brand rec ognition, product quality, sales ne twork and supply chain systems. +According to CIC, in 2025, there were over 500 market players in the global caviar market and the total +market share of the top five market players in term s of sales volume was 57.7%. For more information +on our industry and the competitive landscape, see ‘‘Industry Overview. ’’ +OUR SINGLE LARGEST SHAREHOLDERS +Immediately before completion of the Global Offering, Mr. Wang controlled the voting rights of +approximately 34.64% of the issued share capital of our Company, comprising (a) 6.36% held directly +by Mr. Wang; and (b) 28.28% held indirectly through Controlled Entities. For details, please see the +section headed ‘‘Relationship with our Single Largest Shareholders ’’ in this Prospectus. In addition to +Mr. Wang ’s ability to control the Controlled Entitie s, Mr. Wang has entered into Concert Party +Agreements with Controlled Entities to exercise voting rights in the Comp any through Controlled +Entities. For details, please see ‘‘History, Development and Corporate Structure — Concert Party +Arrangements ’’ in this Prospectus. Immediately following the completion of the Global Offering +(assuming the Over-allotment Option is not exerci sed), Mr. Wang, directly and indirectly through +Controlled Entities will control approximatel y 29.44% of the voting rights in our Company. +Accordingly, Mr. Wang and Controlled Entities toget her will constitute as a group of our Single Largest +Shareholders after the Listing. +LISTING EXPENSES +Our listing expenses mainly include (i) underwr iting-related expenses, such as underwriting fees +and commissions, and (ii) non-underwriting-related expenses, comprising professional fees paid to our +legal advisors and Reporting Accountant for their se rvices rendered in relation to the Listing and the +Global Offering, and other fees and expenses. Assuming full payment of the discretionary incentive fee, +the estimated total listing expenses (based on the Offer Price of HK$75.50 and assuming that the Over- +allotment Option is not exercised) for the Global Offering are approximately HK$86.9 million, +accounting for approximately of 7.0% of our gros s proceeds. Among such estimated total listing +SUMMARY +– 12 – + + +--- page 22 --- +expenses, we expect to pay underwriting-related exp enses of HK$45.5 million, professional fees for our +legal advisors and Reporting Accountant of HK$29 .9 million and other fees and expenses of HK$11.5 +million. An estimated amount of HK $40.8 million for our listing expenses , accounting for approximately +3.3% of our gross proceeds, is expected to be expensed through the statement of profit or loss and the +remaining amount of HK$46.0 mi llion is expected to be recognized directly as a deduction from equity +upon the Listing. +DIVIDENDS +Our Company declared dividends of RMB81.6 million, nil and RMB135.4 million in 2023, 2024 +and 2025, respectively. As of the Latest Practicable Date, all of such dividends declared during the +Track Record Period had been settled in full. In Ap ril 2026, as approved at our Shareholders ’ general +meeting held on April 7, 2026, we declared a dividend of RMB138.8 million to our existing +Shareholders, which had been paid in full as of the Lat est Practicable Date. As of the Latest Practicable +Date, we did not have a formal dividend policy or a fi xed dividend distribution ratio. For details, see +‘‘Financial Information — Dividends ’’. +GLOBAL OFFERING STATISTICS +All statistics in the following table are based on t he assumptions that (i) the Global Offering has +been completed and 16,332,900 H Shares are issued pursuant to the Global Offering, (ii) the Over- +allotment Option is not exercised, and (iii) 108,885,6 00 Shares are issued and outstanding following the +completion of the Global Offering: +B a s e do na nO f f e rP r i c eo f +HK$75.50 per H Share +Market capitalization of our Shares (1) ......................... H K $ 8 , 2 2 1m i l l i o n +Market capitalization of our H Shares (2) ....................... H K $ 1 , 2 3 3m i l l i o n +Unaudited pro forma adjusted net tangible asset per Share (3) .......... H K $ 3 2 . 7 0 (4) +Notes: +(1) The calculation of market capitalization is based on 108,885,600 Shares being the total of 92,552,700 Unlisted +Shares and 16,332,900 H Shares expected to be issued immediately following the completion of the Global Offering +(assuming the Over-allotment Option is not exercised). For details, see ‘‘Share Capital ’’ in this Prospectus. +(2) The calculation of market capitaliz ation is based on 16,332,900 H Shares expected to be issued immediately +following the completion of the Global Off ering (assuming the Over- allotment Option is not ex ercised). For details, +see ‘‘Share Capital ’’ in this Prospectus. +(3) The unaudited pro forma adjusted net tangible asset per Share as of December 31, 2025 is calculated after making the +adjustments referred to in ‘‘Unaudited Pro Forma Financial Information ’’ as set out in Appendix II to this Prospectus +and on the basis that 106,575,600 Shares were in issue assuming that the Global Offering have been completed on +December 31, 2025, excluding 2,310,000 shares (with nominal value of RMB1 per ordinary share) held for restricted +share schemes as at December 31, 2025 and not yet vested, and does not take into account of any Shares which may +be allotted and issued upon the exercise of the Over-allotment Option. In particular, this has not taken into account +of the dividend of RMB138,800,000 declared subsequent to December 31, 2025. However, if the declared dividend +of RMB138,800,000 had been taken into account, the unaudited pro forma adjusted consolidated net tangible assets +per Share would be HK$31.21 based on the Offer Price of HK$75.50 per Offer Share. +(4) The estimated net proceeds from the Global Offering are translated into Renminbi at the rate of RMB0.8693 to +HK$1.00, the exchange rate set by the PBOC prevailing on June 12, 2026. No representation is made that the Hong +Kong dollar amounts have been, could have been or could be converted to Renminbi at that rate or at any other rate. +SUMMARY +– 13 – + + +--- page 23 --- +USE OF PROCEEDS +Assuming an Offer Price of HK$75.50 per H Share, we estimate that we will receive net proceeds +of approximately HK$1,146.3 million from the Gl obal Offering after deduc ting the underwriting +commissions and other estimated expenses paid an d payable by us in connection with the Global +Offering and assuming that the Over-allotment Optio n is not exercised. In line with our strategies, we +intend to use our proceeds from the Global Offering for the purposes and in the following amounts: (i) +approximately 40.0% of the net proceeds, or HK$45 8.5 million, will be allocated to the expansion of +our aquaculture and production capacity and technological upgrades of existing aquaculture and +processing bases over the next five years to strengthen our global leadership in the caviar industry; (ii) +approximately 20.0% of the net pr oceeds, or HK$229.3 million, will be allocated to brand marketing +initiatives and the expansion of our global sales cha nnels over the next five years; (iii) approximately +15.0% of the net proceeds, or HK$171.9 million, w ill be used to strengthen our R&D capabilities and +upgrade our digital information systems over the next five years to drive ongoing innovation and +enhance the digital infrastructure that underpins our operations; (iv) approximately 15.0% of the net +proceeds, or HK$171.9 million, will be allocated to st rategic investment and acq uisitions over the next +five years to integrate industry resources, expand production capacity, strengthen brand presence and +facilitate entry into strategic markets; and (v) a pproximately 10.0% of the net proceeds, or HK$114.6 +million, will be allocated to working ca pital and general corporate purposes. +PREVIOUS LISTING ON THE NEEQ AND A-SHARE LISTING ATTEMPTS +Our Company was listed on the NEEQ on March 1, 2024. Having considered the industry trend +development, our overall strategic plan and various business objectives, we voluntarily applied to delist +our Shares from the NEEQ, and the delisting was completed on August 6, 2025. We had also previously +submitted applications to CSRC for listing on C hiNext in October 2011 and September 2014, +respectively, and an application to CSRC for the lis ting on the Main Board of Shenzhen Stock Exchange +in December 2022. For details, please refer to ‘‘History, Development and Corporate Structure — +Previous Listing on the NEEQ and A-Share Listing Attempts ’’ in this Prospectus. +RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE +We have maintained stable business operations and development since December 31, 2025. In the +first quarter of 2026, we recorded a year-on-year increase of over 25% in caviar sales volume. Driven +primarily by such increase in sales volume, we recorded higher revenue for the same period as compared +with the same period in 2025. +Our Directors have confirmed that, up to the date of this Prospectus, there has been no material +adverse change in our financial, ope rational or trading position, inde btedness, contingent liabilities or +prospects since December 31, 2025, being the end date of our latest audited financial statements, and +there has been no event since December 31, 2025 that would materially affect the information shown in +the Accountant ’s Report set out in Appendix I. +SUMMARY +– 14 – + + +--- page 24 --- +RISKS FACTORS +Our business and the Global Offering involve certain risks. Some of the major risks we face +include, but are not limited to: (i) Changes in the international trade environment and trade protection +measures may affect our business and financial condition; (ii) Our business relies on consumer demand +for our products. Any shift in consumer demand, or any unexpected situation with a negative impact on +consumer demand may adversely affect our business and results of operations; (iii) The caviar market +and the demand for our caviar products are subjec t to changes in general economic conditions and +competitive pressure from substitutes; (iv) Any act ual or perceived product quality and food safety +issues related to our products, or concerns about t he safety, quality or health effects of our products +could have an adverse effect on our reputation, fi nancial condition and results of operations; (v) Our +business depends on effective quality assurance sys tems throughout the aqu aculture and processing +stages. Any failure in these systems may adversely affect our business, results of operations and +reputation. +SUMMARY +– 15 – + + +--- page 25 --- +In this Prospectus, unless the context otherwise requires, the following terms and expressions +shall have the meanings set out below. +‘‘Accountant ’s Report ’’ the accountant ’s report for our Group, the text of which is set out +in Appendix I to this Prospectus +‘‘affiliate(s) ’’ with respect to any specified person, any other person, directly or +indirectly, controlling or contro lled by or under direct or indirect +common control with such specified person +‘‘AFRC ’’ Accounting and Financial Reporting Council +‘‘Articles ’’ or ‘‘Articles of +Association ’’ +the articles of association of our Company adopted on October +27, 2025 with effect upon Listing (as amended from time to +time), a summary of which is set out in Appendix III to this +Prospectus +‘‘Audit Committee ’’ the audit committee of the Board +‘‘Board ’’ or ‘‘Board of Directors ’’ the board of Directors of the Company +‘‘Business Day ’’ a day on which banks in Hong Kong are generally open for +normal business to the public and which is not a Saturday, +Sunday or public holiday in Hong Kong +‘‘Capital Market Intermediary(ies) ’’, +‘‘capital market +intermediary(ies) ’’ or ‘‘CMI(s) ’’ +the capital market intermediaries as named in the section headed +‘‘Directors and Parties Involved in the Global Offering ’’ +‘‘CCASS ’’ the Central Clearing and Settlement System established and +operated by HKSCC +‘‘China ’’ or ‘‘the PRC ’’ the People ’s Republic of China, except where the content or +context requires otherwise +‘‘China Insights Consultancy ’’ or +‘‘CIC’’ +China Insights Industry Consultancy Limited +‘‘Chunan Kalujiaren ’’ Chunan Qiandao Lake Kalujiaren Technology Co., Ltd. ( 淳安千 +島湖 +卡露伽人科技有限公司), a limited liability company +established in the PRC on August 29, 2018, and one of our +Single Largest Shareholders +‘‘CIC Report ’’ an independent market research report commissioned and +prepared by China Insights Consultancy for the purpose of this +Prospectus +‘‘Companies Ordinance ’’ the Companies Ordinance (Chapter 622 of the Laws of Hong +Kong), as amended, supplemented or otherwise modified from +time to time +DEFINITIONS +– 16 – + + +--- page 26 --- +‘‘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 ’’ or ‘‘our Company ’’ Hangzhou Qiandaohu Xunlong Sci-tech Co., Ltd. ( 杭州千島湖鱘 +龍科技股份有限公司), formerly registered under the name +Hangzhou Qiandaohu Xunlong Technology Development Co., +Ltd. ( 杭州千島湖鱘龍科技開發有限公司), a limited liability +company established in the PRC on April 18, 2003 and converted +into a joint stock company with limited liability on July 2, 2010 +‘‘Conversion ’’ the conversion of 92,552,700 Unlisted Shares into H Shares upon +the completion of Global Offering, as described in further detail +in the section headed ‘‘Share Capital ’’ +‘‘Corporate Governance Code ’’ the Corporate Governance Code set out in Appendix C1 to the +Listing Rules +‘‘Corporate Governance +Committee ’’ +the corporate governanc e committee of the Board +‘‘CSRC ’’ China Securities Regulatory Commission ( 中國證券監督管理委 +員會) +‘‘Director(s) ’’ the director(s) of our Company +‘‘EIT’’ enterprise income tax +‘‘EIT Law ’’ the PRC Enterprise Income Tax Law ( 《中華人民共和國企業所得 +稅法》) +‘‘Employee Incentive Platforms ’’ Hangzhou Kalujiaren and Hangzhou Xunlongren, which are +employee incentive platforms controlled by Mr. Wang and each a +Single Largest Shareholder +‘‘ESG’’ Environmental, Social and Corporate Governance +‘‘Extreme Conditions ’’ t h eo c c u r r e n c eo f‘‘extreme conditions ’’ as announced by any +government authority of Hong Kong caused by a typhoon +‘‘FAO’’ the Food and Agriculture Organization of the United Nations +‘‘Fengshi Jinghe ’’ Shanghai Fengshi Jinghe Enterprise Development Partnership +(Limited Partnership) ( 上海灃石景和企業發展合夥企業(有限合 +夥)), a limited partnership established in the PRC on August 5, +2019, a shareholder of our Company +‘‘FINI ’’ Fast Interface for New Issuance, a new digital platform through +which IPO market participants and regulators can manage the +end-to-end settlement process for new listings in Hong Kong +DEFINITIONS +– 17 – + + +--- page 27 --- +‘‘Gaojing Luoke ’’ Beijing Gaojing Luoke Electrical Equipment Co. Ltd. ( 北京高景 +羅克電氣設備有限責任公司), a limited liability company +established in the PRC on January 31, 2002, a shareholder of our +Company +‘‘General Rules of HKSCC ’’ General Rules of HKSCC published by the Stock Exchange, as +amended from time to time +‘‘Global Offering ’’ the Hong Kong Public Offering an d the International Offering +‘‘Group ’’, ‘‘our Group ’’, +‘‘our’’, ‘‘we’’,o r ‘‘us’’ +our Company and our subsidiaries (or our Company and any one +or more of our subsidiaries, as the context may require) +‘‘Guide ’’ the Guide for New Listing Applicants published by the Stock +Exchange, as amended, supplemented or otherwise modified from +time to time +‘‘Hangzhou Kalujiaren ’’ Kalujiaren (Hangzhou Qiandao Lake) Enterprise Management +Consulting Partnership (Limited Partnership) ( 卡露伽人(杭州千島 +湖)企業管理諮詢合夥企業(有限合夥)) (formerly known as +Ningbo Kalujiaren Enterpr ise Management Consulting +Partnership (Limited Partnership) ( 寧波卡露伽人企业管理諮詢合 +夥企業(有限合夥))), a limited partnership established in the PRC +on August 8, 2023, and one of our Single Largest Shareholders +‘‘Hangzhou Xunlongren ’’ Hangzhou Qiandao Lake Sturgeon Enterprise Management +Consulting Partnership (Limited Partnership) ( 杭州千島湖鱘龍人 +企業管理諮詢合夥企業(有限合夥)), a limited partnership +established in the PRC on September 4, 2025, and one of our +Single Largest Shareholders +‘‘H Share(s) ’’ overseas listed foreign ordinary share(s) in the share capital of +our Company with a nominal value of RMB1.00 each, which are +to be subscribed for and traded in Hong Kong dollars and to be +traded on the Hong Kong Stock Exchange +‘‘H Share Registrar ’’ Tricor Investor Services Limited +‘‘HK eIPO White Form ’’ the application for Hong Kong Offer Shares to be issued in the +applicant ’s own name by submitting applications online through +the designated website at www.hkeipo.hk +‘‘HK eIPO White Form Service +Provider ’’ +the HK eIPO White Form service provider as designated by our +Company as specified at the designated website at +www.hkeipo.hk +‘‘HKSCC ’’ the Hong Kong Securities Clearing Company Limited, a wholly +owned subsidiary of Hong Kong Exchanges and Clearing Limited +DEFINITIONS +– 18 – + + +--- page 28 --- +‘‘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 the +HKSCC +‘‘HKSCC Operational Procedures ’’ the operational procedures of HKS CC, containing the practices, +procedures and administrative req uirements relating to operations +and functions of CCASS, as from time to time in force +‘‘HKSCC Participant ’’ a participant admitted to participat e in CCASS as a direct clearing +participant, a general clearing participant or a custodian +participant +‘‘Hong Kong ’’ or ‘‘HK’’ the Hong Kong Special Administrative Region of the PRC +‘‘Hong Kong dollars ’’ or ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong +‘‘Hong Kong Offer Shares ’’ the 1,633,300 H Shares being initially offered by us for +subscription pursuant to the Hong Kong Public Offering, subject +to reallocation +‘‘Hong Kong Public Offering ’’ the offer for subscription of the Hong Kong Offer Shares to the +public in Hong Kong, on and subject to the terms and conditions +described in the section headed ‘‘Structure of the Global +Offering ’’ in this Prospectus +‘‘Hong Kong Stock Exchange ’’ +or ‘‘Stock Exchange ’’ +The Stock Exchange of Hong Kong Limited, a wholly owned +subsidiary of Hong Kong Exchanges and Clearing Limited +‘‘Hong Kong Underwriters ’’ the underwriters of the Hong Kong Public Offering as listed in +the section headed ‘‘Underwriting ’’ in this Prospectus +‘‘Hong Kong Underwriting +Agreement ’’ +the underwriting agreement dated June 18, 2026 relating to the +Hong Kong Public Offering entered into by our Company, Mr. +Wang, Chunan Kalujiaren, the Joint Sponsors, the Overall +Coordinators and the Hong Kong Underwriters +‘‘IFRS ’’ the International Financial Reporting Standards, which as +collective term includes all applic able individual International +Financial Reporting Standar ds, International Accounting +Standards and Interpretations issued by the International +Accounting Standards Board +DEFINITIONS +– 19 – + + +--- page 29 --- +‘‘IIT Law ’’ the Individual Income Tax Law of the PRC ( 《中華人民共和國個 +人所得稅法》) +‘‘Independent Third Party(ies) ’’ any person(s) or entity(ies) who is not a connected person of the +Company within the meaning of the Listing Rules +‘‘International Offer Shares ’’ the 14,699,600 H Shares being initially offered by us for +subscription under the International Offering, subject to +reallocation and the exercise of the Over-allotment Option +‘‘International Offering ’’ the conditional placing of the I nternational Offer Shares at the +Offer Price outside the United States in offshore transactions in +reliance on Regulation S, in each case on and subject to the terms +and conditions described in the section headed ‘‘Structure of the +Global Offering ’’ in this Prospectus +‘‘International Underwriters ’’ the underwriters of the International Offering listed in the +International Underwriting Agreement +‘‘International Underwriting +Agreement ’’ +the underwriting agreement relatin g to the International Offering +which is expected to be entered into on or around June 26, 2026 +by the Company, Mr. Wang, Chunan Kalujiaren, the Overall +Coordinators and the International Underwriters +‘‘Jinshi Kunxiang ’’ Jinshi Kunxiang Equity Investment (Hangzhou) Partnership +(Limited Partnership) ( 金石坤享股權投資(杭州)合夥企業(有限合 +夥)), a limited partnership established in the PRC on November +16, 2016, a shareholder of our Company +‘‘Joint Bookrunners ’’ the joint bookrunners as named in ‘‘Directors and Parties +Involved in the Global Offering ’’ +‘‘Joint Global Coordinators ’’ the joint global coordinators as named in ‘‘Directors and Parties +Involved in the Global Offering ’’ +‘‘Joint Lead Managers ’’ the joint lead managers as named in ‘‘Directors and Parties +Involved in the Global Offering ’’ +‘‘Joint Sponsors ’’ CITIC Securities (Hong Kong) Limited and China Securities +(International) Corporate Finance Company Limited +‘‘Latest Practicable Date ’’ June 13, 2026, being the latest practicable date for the purpose of +ascertaining certain information c ontained in this Prospectus prior +to its publication +‘‘Listing ’’ listing of the H Shares on the Main Board of the Stock Exchange +‘‘Listing Committee ’’ the listing committee of the Hong Kong Stock Exchange +DEFINITIONS +– 20 – + + +--- page 30 --- +‘‘Listing Date ’’ the date, expected to be on or about Tuesday, June 30, 2026, on +which the H Shares are listed and on which dealings in the H +Shares are first permitted to commence on the Hong Kong Stock +Exchange +‘‘Listing Rules ’’ or ‘‘Hong Kong +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 +Hong Kong Stock Exchange which is independent from and +operates in parallel with the GEM of the Hong Kong Stock +Exchange +‘‘MARA ’’ Ministry of Agriculture and Rural Affairs of the PRC ( 中華人民 +共和國農村農業部) +‘‘MOF’’ Ministry of Finance of the PRC ( 中華人民共和國財政部) +‘‘MOFCOM ’’ Ministry of Commerce of the PRC ( 中華人民共和國商務部) +‘‘Mr. Wang ’’ Mr. WANG Bin ( 王斌), the chairman of our Board, executive +Director and general manager of our Company and one of our +Single Largest Shareholders +‘‘NDRC ’’ the National Development and Reform Commission of the PRC +(中華人民共和國國家發展和改革委員會) +‘‘Newline Media ’’ Zhejiang Newline Media Investment Co., Ltd ( 浙江新幹線傳媒投 +資有限公司), a limited liability company established in the PRC +on November 26, 2001, a shareholder of our Company +‘‘Nomination Committee ’’ the nomination committee of the Board +‘‘Offer Price ’’ HK$75.50 per Offer Share (exclusive of brokerage fee of 1.0%, +SFC transaction levy of 0.0027%, Hong Kong Stock Exchange +trading fee of 0.00565% and AFRC transaction levy of +0.00015%) at which the Offer Shares are to be subscribed for and +issued pursuant to the Global Offering as described in the section +headed ‘‘Structure of the Global Offering ’’ in this Prospectus +‘‘Offer Shares ’’ the Hong Kong Offer Shares and t he International Offer Shares, +together with, where relevant, a ny additional H Shares which may +be issued by our Company pursuant to the exercise of the Over- +allotment Option +DEFINITIONS +– 21 – + + +--- page 31 --- +‘‘Over-allotment Option ’’ the option to be granted by us to the International Underwriters +exercisable by the Sponsor-Overall Coordinators (for themselves +and on behalf of the other Overall Coordinators and the +International Underwriters) und er the International Underwriting +Agreement, to require our Company to allot and issue up to an +aggregate of 2,449,900 additional H Shares at the Offer Price, +representing approximately 15% of the total number of Offer +Shares initially available under the Global Offering to, among +others, cover over-allocations in the International Offering, if any; +for further details, see ‘‘Structure of the Global Offering ’’ in this +Prospectus +‘‘Overall Coordinators ’’ the overall coordinators as named in ‘‘Directors and Parties +Involved in the Global Offering ’’ +‘‘Overseas Listing Trial Measures ’’ The Trial Measures for the Administration on Overseas Securities +Offering and Listing by Domestic Companies ( 《境內企業境外發 +行證券和上市管理試行辦法》) promulgated by the CSRC on +February 17, 2023 and became effective on March 31, 2023 +‘‘PBOC ’’ the People ’s Bank of China ( 中國人民銀行), the central bank of +the PRC +‘‘PRC Company Law ’’ the Company Law of the People ’s Republic of China ( 中華人民共 +和國公司法) +‘‘PRC Government ’’ the central government of the PRC and all governmental +subdivisions (including provincial, municipal and other regional +or local government entities) an d instrumentalities thereof or, +where the context requires, any of them +‘‘PRC Legal Advisor ’’ Tian Yuan Law Firm, the PRC legal advisor to our Company +‘‘Pre-IPO Investors ’’ the investors in our Company prior to the Global Offering as +described in ‘‘History, Development and Corporate Structure — +Pre-IPO Investments ’’ +‘‘Prospectus ’’ this Prospectus being issued in connection with the Hong Kong +Public Offering +‘‘Qianfa Group ’’ Hangzhou Qiandao Lake Development Group Co., Ltd. ( 杭州千島 +湖發展集團有限公司), a limited liability company established in +the PRC on June 18, 1998, a shareholder of our Company +‘‘Qihui Runjin ’’ Qihui Runjin (Qingdao) Private Equity Investment Fund +Partnership (Limited Partnership) ( 啟匯潤金(青島)私募股權投資 +基金合夥企業(有限合夥)), a limited partnership established in +the PRC on July 2, 2021, a shareholder of our Company +DEFINITIONS +– 22 – + + +--- page 32 --- +‘‘Quzhou Xunlong ’’ Quzhou Xunlong Aquatic Food Technology Development Co., +Ltd. ( 衢州鱘龍水產食品科技開發有限公司), a limited liability +company established in the PRC on September 11, 2009 and a +non-wholly owned subsidiary of our Company +‘‘Regulation S ’’ Regulation S under the U.S. Securities Act +‘‘Remuneration and Appraisal +Committee ’’ +the remuneration and appraisal committee of the Board +‘‘Restricted Share Incentive +Schemes ’’ +the 2023 Restricted Share Incentive Scheme and 2025 Restricted +Share Incentive Scheme, the principal terms of which are set out +in ‘‘Statutory and General Information — 5. Restricted Share +Incentive Schemes ’’ in Appendix IV to this Prospectus +‘‘RMB’’ or ‘‘Renminbi ’’ Renminbi, the lawful currency of the PRC +‘‘ROW’’ the rest of the world +‘‘SAFE ’’ State Administration of Foreign Exchange of the PRC ( 中華人民 +共和國國家外匯管理局) +‘‘SAMR ’’ the State Administration for Market Regulation of the PRC ( 中華 +人民共和國國家市場監督管理總局) +‘‘Securities and Futures +Commission ’’ +or ‘‘SFC’’ +the Securities and Futures Commission of Hong Kong +‘‘Securities Law ’’ the Securities Law of the PRC ( 中華人民共和國證券法), as +amended, supplemented or otherwise modified from time to time +‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of +Hong Kong), as amended, supplemented or otherwise modified +from time to time +‘‘Share(s) ’’ ordinary share(s) in the capital of our Company with a nominal +value of RMB1.00 each, including both Unlisted Shares and H +Shares +‘‘Shareholder(s) ’’ h o l d e r ( s )o ft h eS h a r e ( s ) +‘‘Shiyue Venture ’’ Hangzhou Shiyue Venture Capital Partnership (Limited +Partnership) ( 杭州拾玥創業投資合夥企業(有限合夥)), a limited +partnership established in the PRC on August 11, 2025, a +shareholder of our Company +‘‘Single Largest Shareholders ’’ refers collectively to Mr. Wang, Chunan Kalujiaren, Hangzhou +Kalujiaren and Hangzhou Xunlongren +‘‘Sponsor-Overall Coordinators ’’ the Sponsor-Overall Coordinators as named in ‘‘Directors and +Parties Involved in the Global Offering ’’ +‘‘Stabilizing Manager ’’ CLSA Limited +DEFINITIONS +– 23 – + + +--- page 33 --- +‘‘State Council ’’ the State Council of the PRC ( 中華人民共和國國務院) +‘‘Strategy Committee ’’ the strategy committee of the Board +‘‘Takeovers Code ’’ or ‘‘Hong Kong +Takeovers Code ’’ +the Codes on Takeovers and Mergers and Share Buybacks issued +by the SFC, as amended, supplemented or otherwise modified +from time to time +‘‘Tianchao Shuichan ’’ Hangzhou Xiaoshan Tianchao Aquaculture Co., Ltd. ( 杭州蕭山天 +潮水產養殖有限公司), a limited liability company established in +the PRC on March 12, 2001, a shareholder of our Company +‘‘Track Record Period ’’ the period comprising the financial years ended December 31, +2023, 2024 and 2025 +‘‘Underwriters ’’ the Hong Kong Underwriters and the International Underwriters +‘‘Underwriting Agreements ’’ the Hong Kong Underwriting Agreement and the International +Underwriting Agreement +‘‘United States ’’ or ‘‘U.S. ’’ the United States of America, its territories and possessions, any +State of the United States, and the District of Columbia +‘‘Unlisted Shares ’’ ordinary share(s) in the share capital of our Company with a +nominal value of RMB1.00 each, which are subscribed for or +c r e d i t e da sp a i du pi nR e n m i n b ia n da r eu n l i s t e dS h a r e sw h i c ha r e +currently not listed or traded on any stock exchange +‘‘U.S. dollars ’’, ‘‘US$’’ or ‘‘USD’’ United States dollars, the lawf ul currency of the United States +‘‘U.S. Securities Act ’’ the U.S. Securities Act of 1933, a s amended, supplemented or +otherwise modified from time to time, and the rules and +regulations promulgated thereunder +‘‘VAT’’ value-added tax +‘‘Warrantors +’’ Mr. Wang and Chunan Kalujiaren +‘‘Yuansheng Jiahao ’’ Anhui Yuansheng Jiahao Equity Investment Partnership (Limited +Partnership) ( 安徽元生嘉灝股權投資合夥企業(有限合夥)), a +limited partnership established in the PRC on November 26, +2021, one of our Pre-IPO Investors +‘‘Zhejiang Zhongye ’’ Zhejiang Seed Industry Group Co., Ltd. ( 浙江省種業集團有限公 +司), a limited liability company established in the PRC on June +24, 2022 and ultimately owned by the State-owned Assets +Supervision and Administration Commission of Zhejiang +Provincial People ’s Government ( 浙江省人民政府國有資產監督 +管理委員會), a shareholder of our Company +‘‘Zixing Liangmei ’’ Zixing City Liangmei Sturgeon Technology Development Co., +Ltd. ( 資興市良美鱘龍科技開發有限公司), a limited liability +company established in the PRC on January 14, 2009, a +shareholder of our Company +DEFINITIONS +– 24 – + + +--- page 34 --- +‘‘Zhouyang Venture ’’ Zhejiang Zhouyang Venture Capital Co., Ltd. ( 浙江舟洋創業投資 +有限公司), a limited liability company established in the PRC on +August 14, 2014, a shareholder of our Company +In this Prospectus, the terms ‘‘associate(s), ’’ ‘‘ close associate(s), ’’ ‘‘ connected person(s), ’’ +‘‘connected transaction(s), ’’ ‘‘ core connected person(s), ’’ ‘‘controlling shareholder(s), ’’ ‘‘ subsidiary(ies) ’’ +and ‘‘substantial shareholder(s) ’’ shall have the meanings given to such terms in the Listing Rules, +unless the context otherwise requires. +For ease of reference, the names of PRC laws a nd regulations, governmental authorities, +institutions, nature persons or oth er entities (including our subsidia ries) have been included in this +Prospectus in both the Chinese and English languages and in the event of any inconsistency, the Chinese +versions shall prevail. +* For identification purpose only +DEFINITIONS +– 25 – + + +--- page 35 --- +This glossary of technical terms contains explanations of certain technical terms used in this +Prospectus. As such, these terms and their meanings may not correspond to standard industry +meanings or usage of these terms. +‘‘AI’’ artificial intelligence +‘‘Amur sturgeon caviar ’’ caviar sourced from mature female Amur sturgeon with an average +maturity age of eight years and a body weight ranging from 15 to +40 kilograms +‘‘aquaculture ’’ breeding, raising and harvesting aquatic organisms such as fish +under controlled conditions throughout part or all of their lifecycle +‘‘beluga caviar ’’ caviar sourced from mature female beluga sturgeons with an +average maturity age of 20 years and a body weight ranging from +80 to 200 kilograms +‘‘big data ’’ large and diverse data sets able to uncover hidden patterns, +unknown correlations, market trends, customer preferences and +other useful information assets under new processing model for +greater decision-making power, insight and processing +optimization capabilities +‘‘Black Pearl-rated restaurants ’’ dining establishments recognized and rated by Meituan in the +Black Pearl Restaurant Guide, a curated dining guide, certified by +culinary experts and Meituan ’sb i gd a t a +‘‘BRC Global Standard for +Food Safety ’’ +an internationally recognized certif ication that establishes stringent +requirements for food safety, q uality management, and process +control in food and food ingredient manufacturing and production +facilities +‘‘broodstock ’’ a group of mature individuals used in aquaculture for breeding +purposes +‘‘CAGR ’’ compound annual growth rate +‘‘caviar ’’ the roe obtained from mature femal e sturgeon, which is processed +and lightly salted for preservation +‘‘CIP’’ Carriage and Insurance Paid To, where the seller delivers and +transfers the risks for loss of or damage of the goods to the buyer +w h e nt h eg o o d sh a v eb e e nh a n d e do v e rt ot h ef i r s tc a r r i e r . +‘‘CITES ’’ The Convention on International Trade in Endangered Species of +Wild Fauna and Flora, an international agreement between +governments, aims to ensure that in ternational trade in specimens +of wild animals and plants does not threaten the survival of the +species +GLOSSARY OF TECHNICAL TERMS +– 26 – + + +--- page 36 --- +‘‘Codex Alimentarius +Commission ’’ +an intergovernmental international o rganization jointly established +by the Food and Agriculture Organization of the United Nations +and the World Health Organization in 1963 to protect consumer +health and promote fair practices in food trade +‘‘DHA’’ docosahexaenoic acid, an omega-3 fatty acid +‘‘EPA’’ eicosapentaenoic acid, an omega-3 fatty acid +‘‘fine food ’’ high-end food products distinguished by superior quality, unique +flavors and exceptional nutritional value +‘‘fine food companies ’’ food companies specializing in the sales of high-end food +products such as caviar and other premium delicacies. These +products are often region-specific and relatively scarce, with +stringent requirements for selection, production and processing to +ensure quality and safety +‘‘fish fry ’’ young and newly-hatched fish reared for stocking in aquaculture +environment, whose sex has not yet been determined and which +therefore comprise a mixed population of male and female fish +‘‘Friend of the Sea ’’ a project of the World Sustainability Organization for the +certification and promotion of seaf ood from sustainable fisheries +and sustainable aquaculture +‘‘genetic breeding ’’ sturgeon breeding and selection techniques comprising hybrid +breeding and molecular genetic br eeding, which are used to select +and breed individuals with desirable traits. It does not involve any +manipulation, alteration or editing of genes or genetic material. +Hybrid breeding involves conventional crossing through sexual +reproduction and natural recombination of genes through male and +female reproductive cells. Molecular genetic breeding is a +screening and selection method at the DNA molecular level +whereby DNA markers are used to identify and select individuals +of the same species or closely related species within the relevant +gene pool that possess desirable genotypes, thereby improving +selection efficiency and sh ortening the breeding cycle +‘‘GMV’’ gross merchandise value, representing the sales value of product(s) +in consumer orders before discounts are applied +‘‘HACCP ’’ Hazard Analysis Critical Control Points, a food safety risk +management system which focuses on identifying and controlling +food safety hazards +‘‘hybrid sturgeon caviar ’’ caviar sourced from mature fe male hybrid sturgeons with an +average maturity age of nine years and a body weight ranging +f r o m3 0t o5 0k i l o g r a m s +GLOSSARY OF TECHNICAL TERMS +– 27 – + + +--- page 37 --- +‘‘IFS Food Standard ’’ an internationally recognized c ertification used to assess the +quality and safety of food produ cts and the processes by which +they are manufactured, processed and distributed +‘‘IoT’’ Internet of Things +‘‘ISO 9001 ’’ ISO 9001 quality management system, an internationally accepted +standard for quality management system implemented by the +International Organiza tion for Standardization +‘‘ISO 22000 ’’ ISO 22000 food safety management system, an internationally +accepted food safety management system implemented by the +International Organiza tion for Standardization +‘‘kaluga caviar ’’ caviar sourced from mature female kaluga sturgeons with an +average maturity age of 15 years and a body weight ranging from +80 to 200 kilograms +‘‘mature female sturgeon ’’ a female sturgeon that has reached gonadal development stage IV +or above, with the roe reaching species-specific mature size +thresholds, typically ranging f rom 2.8 to 3.0 millimeters or above. +A female sturgeon that does not meet one or more of the +foregoing indicators shall be considered an immature female +sturgeon +‘‘MFN tariff ’’ or ‘‘most-favored- +nation tariff ’’ +the tariff rate generally applicable to imports from members of the +World Trade Organization, unless a preferential tariff rate applies +‘‘Michelin-starred restaurants ’’ dining establishments that have been awarded one or more stars +by the Michelin Guide, which awards up to three Michelin stars +for excellence to a select few restaurants in certain geographic +areas +‘‘molecular genetic techniques ’’ a suite of laboratory methods used to directly analyze the structure +and function of genes at the molecular level +‘‘pop-up stores ’’ a type of retail store that opens for a limited time in a specific +location +‘‘R&D’’ research and development +‘‘Russian sturgeon caviar ’’ caviar sourced from mature female Russian sturgeons with an +average maturity age of ten years and a body weight ranging from +20 to 40 kilograms +‘‘Sevruga caviar ’’ caviar sourced from mature female Sevruga sturgeons with an +average maturity age of approximately six to eight years and a +body weight typically ranging from eight to 15 kilograms +GLOSSARY OF TECHNICAL TERMS +– 28 – + + +--- page 38 --- +‘‘Siberian sturgeon caviar ’’ caviar sourced from mature female Siberian sturgeons with an +average maturity age of seven years and a body weight ranging +f r o m1 0t o2 0k i l o g r a m s +‘‘strain selection ’’ the process of identifying and choosing strains that exhibit +specific, desirable genetic tra its to be used in breeding programs +‘‘sturgeon germplasm resource +bank ’’ +a specialized facility or reposito ry dedicated to the systematic +preservation and management of sturgeon genetic materials +‘‘sturgeon products ’’ sturgeon meat, derived from male sturgeons and female sturgeons +after roe extraction, processed under standardized procedures +(removal of head, tail and viscera) and subsequently quick-frozen +into sturgeon meat and processed sturgeon products +‘‘ton’’ a unit of mass equal to 1,000 kilograms +GLOSSARY OF TECHNICAL TERMS +– 29 – + + +--- page 39 --- +We have included in this Prospectus forward- looking statements. Statements that are not +historical facts, including statements about our intentions, beliefs, expectations or predictions for +the future, are forward-looking statements. +This Prospectus contains certain forward-look ing statements relating to our Company, our +subsidiaries and consolidated affiliated entities t hat 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 ’’ and the negative of these +words and other similar expressions, as they relate to our Group 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 c apital resources, some of which may not materialize +or may change. These statements are subject to certa in risks, uncertainties and assumptions, including +the other risk factors as described in this Prospectus. You are strongly cautioned that reliance on any +forward-looking statements involves known and unknown risks and uncertainties. The risks, +uncertainties and other factors facing our Group which could affect the accuracy of forward-looking +statements include, but are not limited to, the following: +. changes in the macro environment, regional and global economy, as well as industry trends +related to our operations; +. our ability to successfully implement our busine ss plans, strategies, objectives and goals; +. our ability to obtain adequate capital resour ces to fund future development plans; +. our ability to control costs, as well as to achie ve and maintain operational efficiency; +. changes in our customers ’ demands and expectations; +. changes in the competitive landscape of the industries where we operate; +. our ability to protect our reputation and brand ima ge, as well as trademarks, technologies, +know-how, patents and other intellectual property rights; +. changes in local economic and political co nditions and changes in compliance with +international laws and regulations in the countries and regions where we operate; +. developments in technology and our ability to successfully keep up with technological +advancement; +. our ability to attract and retain experienced pro fessionals and other qua lified employees and +key personnel; +. changes in currency exchange rates; and +. the other risk factors discussed in this Prospectus as well as other factors beyond our control. +The forward-looking statements are based on our current plans and estimates and speak only as of +the date they were made. Nonetheless, due to the 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. Further, subject to the requirements of applicable laws, rules and regulations, we do not have any +and undertake no obligation to update or otherwise r evise the forward-looking statements in this +Prospectus, whether as a result of new information, future events or otherwise. Accordingly, you should +not place undue reliance on any forward-looking statements in this Prospectus. All forward-looking +statements contained in this Prospectus are qua lified by reference to this cautionary statement. +FORWARD-LOOKING STATEMENTS +– 30 – + + +--- page 40 --- +An investment in our H Shares involves a high d egree of risk. You should carefully consider +all of the information in this Pro spectus, including the risks and uncertainties described below, +before making an investment in our H Shares. The following is a description of what we consider +to be our material risks. Any of the following risks could have a material adverse effect on our +business, financial condition and results of opera tions. In any such case, the market price of our H +Shares could decline, and you may lose all or part of your investment. These factors are +contingencies that may or may not occur, and we are not in a position to express a view on the +likelihood of any such contingency occurring. The in formation given is as of the Latest Practicable +Date unless otherwise stated, will not be update d after the date hereof, and is subject to the +cautionary statements in the section headed ‘‘Forward-Looking Statements ’’in this Prospectus. +RISKS RELATING TO OUR BUSINESS AND INDUSTRY +Changes in the international trade environment and trade protection measures may affect our +business and financial condition. +Our products have been well received in overseas markets across Europe, America and Asia +Pacific, and contributed to a substantial portion of our revenue during the Track Record Period. Revenue +generated from overseas sale s amounted to RMB442.6 million, RMB536.0 million and RMB644.5 +million in 2023, 2024 and 2025, respectively, repres enting 76.7%, 80.1% and 83.8% of our total revenue +in each of the corresponding year. We expect overseas sales to remain significant. Accordingly, changes +in the international trade policies and trade prote ction measures which may have an adverse effect on +global economic conditions and the stability of global financial markets, could adversely affect the +financial and economic conditions in the jurisdictions where we and our business partners operate. +Furthermore, the intensifying geopolitical tension among major economies could lead to +heightened tariffs or other tightened restrictive measures, which could cause increased costs for our +product sales and adversely affect our financial co nditions and results of operations. In response to the +constantly shifting tariff and tra de policies, we are proactively pursu ing expansion into markets such as +Southeast Asia, the Middle East and Japan to promote the development of our brand. However, it is +unclear whether these challenges and uncertainties will be effectively managed or resolved and what +effects they may have on the global political and economic conditions in the long term. Any economic +downturn or slowdown or negative business sentiment could have an indirect potential impact on our +industry. +Our business relies on consumer demand for our p roducts. Any shift in consumer demand, or any +unexpected situation with a negative impact on consumer demand may adversely affect our +business and results of operations. +Our success relies significantly on our ability to id entify and adapt to the evolving consumer tastes +and market demands, which are shaped by factors such as economic conditions, consumer lifestyles, +social trends, historical traditio ns and cultural customs. Any chan ges in these factors could lead to +narrowed consumer demand for our products. While we strive to respond swiftly and effectively, certain +challenges may arise out of numerous factors that are beyond our control. We cannot assure that our +initiatives will meet consumer expectations, gain m arket recognition at favorable profit margins, or +effectively distinguish our products from those of com petitors. Moreover, there is no guarantee that we +will continue to swiftly respond to changes in consu mer preferences, and failure to adapt to market +changes may lead to a loss of our market share. If any of these risks materialize, our business, financial +condition, and results of operations could be materially and adversely affected. +RISK FACTORS +– 31 – + + +--- page 41 --- +The caviar market and the demand for our caviar products are subject to changes in general +economic conditions and competitive pressure from substitutes. +The caviar market, as well as the demand for our caviar products, are significantly influenced by +general economic condit ions and competitive pressure from subs titutes. While the pursuit of diverse, +balanced, and nutrition-oriented diets is driving de mand for fine foods with high nutritional value, the +caviar market and the demand for our caviar products depends on the discretionary spending of our +customers and their demand, which would therefore be more vulnerable to economic downturns or +unfavorable macroeconomic changes. During economic downturns, consumers demand may shift, and if +we fail to identify and adapt to the evolving consumer demand, it may lead to a reduction in caviar +consumption. Additionally, the cav iar market may face competitive pre ssure from substitute products, +including conventional fish roe such as salmon roe and trout roe, as well as vegetarian alternatives, +including alginate-based imitation caviar and plant protein ‑based imitation caviar substitutes. +Furthermore, consumers may allocate discretionary spending to other fine food products or premium +seafood delicacies that may be perceived as substitu tes for certain consumption occasions. If any of +these risks materialize, it could have a material adv erse impact on our business, financial condition and +results of operations. +Any actual or perceived product quality and food safety issues related to our products, or concerns +about the safety, quality or health effects of our products could have an adverse effect on our +reputation, financial condition and results of operations. +As a revered delicacy, caviar is subject to the highest consumer expectations. Consistently +delivering premium products with rigorous safety standards is fundamental to our operations and +essential for maintaining consumer trust and bra n dl o y a l t y .W ea r ek e e n l yf o c u s e do nf o o ds a f e t ya n d +quality management, and have established a compre hensive quality assurance system that aligns with +both domestic regulatory standards and international export requirements. See ‘‘Business — Our +Production — Quality Control System ’’ for details. However, the effectiveness of our quality +management system depends on a number of factors, some of which are beyond our control. Any +product quality or food safe ty issue resulted from failure of effec tively implementing our quality control +measures or other reasons, even occasional, could expose us to media scrutiny, negative publicity, +administrative actions and product recalls or returns, which may adversely affect our business and +results of operations. +As consumers ’ health consciousness continues to increas e, more stringent produ ct quality and food +safety standards may be imposed by countries where our products were imported. During the Track +Record Period, we had completed all the registratio n filings for exporting our products across countries +and regions such as Europe, America and Asia Pacific, which paved the way for our expansion into the +global markets. In addition, concerns regarding the health effects of our products may adversely affect +market acceptance. As our caviar products are traditionally processed using salt, prolonged or excessive +consumption may be associated with certain health considerations, which could give rise to increased +consumer sensitivity, adverse publicity or regulatory scrutiny. If we fail to comply with the regulatory +restrictions, consumers ’ perceptions of and confidence in the q uality and food safety of our products +may be eroded, which may adversely affect our b rand image, financial condition and results of +operations. +RISK FACTORS +– 32 – + + +--- page 42 --- +Our business depends on effective quality assura nce systems throughout the aquaculture and +processing stages. Any failure in these systems may adversely affect our business, results of +operations and reputation. +The health condition of our sturge on stock is fundamental to the quality, safety and stable supply +of our caviar and sturgeon products. The health and quality of our sturgeon stock are subject to various +factors, including the operation of our aquaculture sy stem, the effectiveness o f our quality assurance +systems and our employees ’ compliance with operational guidelines. We cannot assure you that our +quality assurance systems throug hout the sturgeon aquaculture and caviar processing stages will be +effective at all times or that our employees will stric tly follow required procedur es without error. If any +sturgeon becomes infected with disease or otherwise fails to meet internal quality standards, the affected +sturgeon may need to be quarantined or otherwise disposed of, which could result in reduced production +yield, higher operating costs and potential interruption to our processing schedule. Any such event may +also adversely impact the quality of our caviar and sturgeon products . In addition, if infected sturgeons +are used in the production of our caviar and sturgeon products, such products may pose potential food +safety and other health risks to consumers. Any actual or perceived health hazards arising therefrom +could subject us to regulatory scrutiny, product reca lls, reputational damage and potential liabilities, +which may materially and adversely a ffect our business, financial co ndition and results of operations. +We have implemented comprehensive aquaculture management practices, biosecurity measures and +quality assurance systems that alig n with domestic regulatory requireme nts and international standards. +These include stringent protocols for water quality control, feed management, disease prevention, +processing hygiene and post-processing residue testing. For details, see ‘‘Business — Our Production — +Aquaculture System — Technical Advantages and Management Practices ’’ and ‘‘Business — Our +Production — Quality Control System. ’’ Nevertheless, if any failure occurs in our aquaculture and +processing systems, it may adversely affect the quality, safety and marketability of our products. While +we primarily rely on self-operated sturgeon aqua culture, we also supplement our sturgeon supply +through selective procurement of sturgeons from external sources. Our sturgeon procurement is subject +to rigorous internal standards, including our External Fish Quality Control Specification ( 《外購魚質量安 +全控制規範》) and Inspection Protocols for External Fish ( 《外購魚檢驗程序》). However, we cannot +assure you that third-party suppliers will consis tently meet our quality requirements. Any actual or +perceived quality issue relating to our products, whe ther arising from disease infection in sturgeons, +deficiencies in our internal controls, or failures by t hird-party suppliers, may result in product recalls, +regulatory investigations, produc t liability claims or negative publicity. Such events could materially and +adversely affect our reputation, financ ial condition and results of operations. +Outbreak and spread of diseases among our sturgeon, and adverse publicity of these diseases could +significantly affect our production, supply and demand for our products and our business. +The aquaculture cycle of sturgeons is time-consum ing, which typically takes seven to 15 years for +sturgeons to grow into mature raw sturgeons for caviar production. Certain aquaculture conditions, such +as inadequate aquaculture temperat ure, sturgeon intolerance, as well as nutrition imbalance in formulated +feeds, may lead to the outbreak and spread of diseases among sturgeons, positioning higher demand on +the disease prevention and control for sturgeon aquaculture. We take precautions to ensure that our +sturgeons, either self-bred or procured, are hea lthy and our sturgeon aquaculture bases operate in a +sanitary manner. See ‘‘Business — Our Production — Aquaculture System — Technical Advantages and +Management Practices ’’ and ‘‘Business — Our Production — Quality Control System ’’ for details. +Although we take biosecurity measures throughout our sturgeon aquaculture process, any outbreak and +spread of diseases among our sturgeon, or adverse publicity of such diseases could significantly affect +our production, supply and demand for our products and our business. +RISK FACTORS +– 33 – + + +--- page 43 --- +The fair value of our biological assets may fluctua te significantly from period to period, causing +our results of operations to be highly volatile . +Our biological assets consist of fish fry, female i mmature sturgeon, female mature sturgeon, and +male sturgeon. Our biological assets are measured at fair value less costs to sell. The fair value of our +biological assets is measured according to level three of the fair value hierarchy, based on factors not +drawn from observable market rates and prices. Under IFRS, changes in value are recognized and +classified under ‘‘fair value changes on biological assets ’’ in consolidated statement of comprehensive +income. The fair values of our biological assets at each reporting date during the Track Record Period +were determined by our Valuer and we intend to engage an independent professional valuer to determine +the fair values of our biological assets going forward. In valuing our biological assets, our Valuer has +relied on a variety of premises, many of which are unobservable. For example, for female mature +sturgeons that are ready for harvest, uncertainty mainly involves estimated market price and the +quantities of sturgeons to be harveste d; for female immature sturgeons, the level of uncertainty generally +includes estimated market price, quantities of sturg eons to be harvested and discount rate as well as the +estimated costs to sell. Our Valuer and management periodically review these assumptions and valuation +parameters to identify any significant changes in the fair value of our biological assets. Please refer to +‘‘Financial Information — Biological Assets and Valuation ’’ for details. Our Directors expect that our +financial results will continue to be affected by the changes in the fair value of our biological assets. +In particular, unrealized fair value gains or losses arising from the remeasurement of our biological +assets are non-cash in nature and are derived from mu ltiple assumptions adopted in the valuation model. +Please refer to ‘‘Financial Information — Biological Assets and Valuation — Key Assumptions and +Inputs ’’ for details. These assumptions are inherently subjective and may change from period to period, +resulting in potentially significant fluctuations in th e unrealized fair value gai ns or losses recognized in +our consolidated financial statements. +If material, such fluctuations may cause our net profit or loss for a given period to be more +volatile. In addition, any increase in the expected se lling prices for each series of caviar or sturgeon +products would increase both our sales revenue upon harvest and the unrealized fair value gains +recognized prior to harvest, while any decrease in such prices would have the opposite effect and would +reduce both revenue and unrealized fair value gains (or increase unrealized fair value losses). As a +result, our results of operations co uld be significantly affected. +Any failure to maintain and enhance our brand or reputation may adversely affect consumers ’ +recognition of our brands and products and their trust in us. +Our business relies on consumers ’ recognition of and their trust in our brand. Our flagship brand +KALUGA QUEEN (卡露伽) has achieved significant recognitio n in international markets and has +become a key supplier to premium dining establis hments and boutique reta il channels worldwide. +Failure to maintain and enhance our brand or reputation could adversely affect consumers ’ recognition +of our brands and products and their trust in us. Any claim or negative media coverage against us +regarding the food safety, product quality or environm ental impact, even if meritless or unsuccessful, +could erode consumers ’ recognition of and trust in us, our bra nds and our products, and divert our +management ’s attention and resources from our business, which may adversely affect our business and +results of operations. In addition, adverse publicity ab out any regulatory or legal action against us could +damage our reputation and brand image, undermine our customers ’ confidence in us and reduce their +demand for our products, even if such regulatory or legal action is unfounded or immaterial to our +operations. +RISK FACTORS +– 34 – + + +--- page 44 --- +Our use of the KALUGA QUEEN (卡露伽) brand in certain overseas markets may expose us to +certain risks. +We sell our products in certain overseas markets under the KALUGA QUEEN (卡露伽)b r a n d , +including caviar derived from non-kaluga sturgeons. Regulators, customers or consumers in certain +jurisdictions may interpret the use of the word ‘‘KALUGA ’’ as indicating the species, origin or other +characteristics of the relevant products. Given differences in regulatory requirements, consumer +protection standards, trademark rules and labelin g practices across jurisdictions, our use of the KALUGA +QUEEN (卡露伽) brand may give rise to enquiries, complaints, claims, disputes or regulatory actions +relating to our branding, product description, species disclosure, origin disclosure or compliance with +local trademark, advertising and labeling require ments. We have implemented various measures to +mitigate such risks: we clearly indicate the specifi c sturgeon species used in the relevant products on +product packaging as well as in marketing, advertising and promotional materials, and we have not +engaged in any false or misleading advertising in res pect of the sturgeon species used in our products. +In addition, our caviar containers bear non-reusable labels that comply with ap plicable international +standards, including the requirements under the CITES and the CAC Codex Standard for Sturgeon +Caviar (CODEX STAN 291-2010). See ‘‘Business — Sales and Marketing ’’ for further details. +Nevertheless, there can be no assurance that suc h measures will fully mitigate these risks. Any +challenge, claim or regulatory action relating to our use of the KALUGA QUEEN (卡露伽)b r a n di n +overseas markets could adversel y affect our reputation, business, financial condition and results of +operations. +We may not be able to effectively develop our sal es network, which could adversely affect our +brands, operations and results of operations. +We rely on an extensive sales network to deliver ou r caviar products globally , which is essential to +expanding our geographic reach, strengthening bra nd visibility and driving sales. Overseas sales +represented a substantial portion of our revenue during the Track Record Period, and we have +established long-term partnerships with leading overseas caviar house s and fine food companies that sell +our products under their own brands or under our KALUGA QUEEN (卡露伽)b r a n d .S e e‘‘Business — +Sales and Marketing — Sales Channels ’’ for details. We expect that our relationship with our business +partners will remain an important component of our sales network for our further expansion into the +global markets. +However, our partners may not be able to market and sell our caviar products successfully or +maintain their competitiveness. Fo r example, our partners may not be able to successfully organize +marketing or promotional activities, which could r esult in lower sales of our products. If the sales +volumes of our caviar products are not satisfactory, our partners may not place orders for new caviar +products with us, or they may reduce orders or request discounts on the purchase price. The loss of our +business partners, or reduced orders from them, could adversely affect our access to overseas consumers +as well as our sales volume and revenue. Moreover, if we are unable to maintain relationships with key +partners, or if they fail to operate effectively, ou r ability to sell our products and our market share and +brand image may be adversely affected. +We are subject to risks associated with geopolitic al instability in the Middle East and volatility in +global oil prices. +Recent escalation of conflicts in the Middle East h as increased geopolitical instability in the region +and contributed to volatility in global oil prices. Gi ven that our operations involve transportation and +logistics arrangements for product delivery, any susta ined increase in oil prices, d isruption to fuel supply +RISK FACTORS +– 35 – + + +--- page 45 --- +or instability affecting international transportatio n routes may increase our logistics costs, reduce +delivery efficiency and affect our ability to deliver pro ducts to customers in a timely and cost-effective +manner. +We have implemented measures to manage such r isks, including optimizing delivery routes, +consolidating loads to reduce per-unit transportation costs, strengthening centralized shipments for bulk +orders and integrating logistics resources to enhance operational efficiency. However, there is no +assurance that these measures will fully offset the impact of increased fuel costs, transportation delays or +logistics disruptions. If we are unable to pass on inc reased logistics costs to our customers in a timely +manner or at all, our profitability and results of operations may be adversely affected. Moreover, if +conflicts in the Middle East continue to escalate or remain unresolved for a prolonged period, economic +uncertainty in the Middle East may also dampen cu stomer demand in this growing market. This may +result in delays, cancellations or write-offs of deliv ery or purchase orders, and materially and adversely +affect our business, financial cond ition and results of operations. +Economic sanctions and export restrictions may adversely affect the supply and cost of feed and +feed ingredients. +Economic sanctions and export restrictions may affect the global supply and pricing of agricultural +products, including feed and feed ingredients required for our sturgeon farming operations. For example, +since May 2022, the conflict between Russia and Ukraine, both are among the world ’s major producers +and net exporters of agricultural products such as grain, has resulted in major economic sanctions +against Russia and restrictions on the export of certain agricultural products, including feeds and feed +ingredients. As we did not directly source our feeds or feed ingredients from Russia or Ukraine, we had +not experienced any supply shortage as of the Latest Practicable Date. However, the rippling effect of +the Russia-Ukraine conflict globally may lead t o the increase in the price of our feeds and feed +ingredients for sturgeon farming. If the conflict persists or escalates, it could further disrupt the supply +chains and affect the raw materials that we need for our business, which in turn could adversely affect +our business, financial cond ition and results of operations. +We are subject to risks associated with animal welfare. +We have adopted various measures to promote animal welfare throughout our aquaculture, +transportation and caviar harve sting processes. See "Business — Environmental, Social and Governance +Matters — Social Responsibility — Animal Welfare" for details. However, animal welfare organizations, +activists or other third parties may raise complaints or allegations regarding the treatment of sturgeons +during or after caviar extraction, which may give rise to concerns about animal cruelty. Any such +complaints, claims or related negative publicity, whe ther or not substantiated, could adversely affect our +reputation, business operations and operating results. +Our operations are subject to the risks assoc iated with our sturgeon aquaculture bases. +Our business relies on a consistent and suffi cient supply of raw sturgeons used for caviar +production from our sturgeon aquaculture bases in China. Any major disruptions in the supply of +electricity or water resources that satisfy the s turgeon aquaculture requirements could halt our +production, lead to additional costs and potentia lly lead to the loss of our products. We have taken +extensive precautions to ensure the stable operation of our sturgeon aquaculture bases. See ‘‘Business — +Our Production — Aquaculture System — Technical Advantages and Management Practices ’’ for +details. Events such as stoppages, fires, natural disa sters, pandemics, extreme weather conditions, force +majeure or other calamities at or near our sturgeon a quaculture bases could significantly disrupt our +operations. For example, our Qingshan Lake Aquaculture Base experienced unusual summer flooding in +RISK FACTORS +– 36 – + + +--- page 46 --- +July 2024, which was caused by extreme rainfall associated with Typhoon ‘‘Gaemi ’’ and upstream flood +discharge in the Yalu River basin. Notwithstanding the precautionary measures implemented by us, the +flooding resulted in abnormal morta lity of sturgeons and corresponding operational losses. Therefore, +any failure to implement adequate me asures to mitigate the impact caus ed by these unforeseen events, or +to effectively respond to such events, could harm o ur business, financial stability, and operational +results. +The potential unsuccessful execution of our investment, maintenance or upgrades related to +production equipment, facilities, technologies and other operationa l aspects, as well as the possible +inadequacy of our production capacity, may adversely affect our business growth. +We continuously maintain and upgrade our curre nt production equipment and facilities to ensure +smooth operations. As of December 31, 2025, we had eight sturgeon aquaculture bases and two +processing bases in operation. As our business continues to grow, we also expand production capacity +by expanding existing facilities, as well as construc ting new sturgeon aquacultu re bases and processing +bases to support our continued growth. See ‘‘Business — Our Production ’’ for details. In addition, we +may evaluate investment or acquisition opportuni ties, focusing on overseas and domestic companies +with quality sturgeon aquaculture resources, advanc ed processing capabilities or established caviar +brands. See ‘‘Future Plans and Use of Proceeds — Use of Proceeds ’’ for details. +However, we cannot assure you that such investments, maintenance and upgrades could be carried +out successfully or generate positive cash flows or profitable return within a short period of time. They +may also become ineffective or obsolete due to update s in technology or industry standards, which could +adversely affect our business and financial conditio n. Moreover, a number of factors could delay our +expansion or increase costs, inc luding: (i) insufficient funds fo r new production facilities or working +capital; (ii) delays in obtaining environmental and other regulatory approvals; (iii) shortages, late +delivery, or increased costs of construction materia ls and equipment; and (iv) adjustments to expansion +plans necessitated by technological advancements, market changes, or capacity requirements. In +addition, acquisition or investment in overseas aquacu lture and/or processing ba ses may incur increased +operational costs to us, including higher labor an d personnel expenses, increased costs for utilities, +logistics and transportation, f acility maintenance and repairs, as well as costs associated with the +management and integration of overs eas operations. Furthermore, our ability to achieve business growth +is also subject to a wide range of market, operational and financial risks, including those arising from +the competition with existing competitors, changing consumer spending pattern s, as well as maintaining +our high food safety standards and our relationships with customers. Therefore, under the influence of +these risks, our investments and upgrades regardin g our production equipment, facilities, technologies +and other operational aspects may not be able to generate the expected business growth, which may +adversely affect our financial condition and results of operations. +Any adverse change in business relationship w ith our major suppliers could materially and +adversely affect our business, financia l condition and results of operations. +We rely on the continuous and stable supply of feeds and sturgeons that meet our quality +standards. Feed is the primary raw material in our production, and we also procure sturgeons externally +to supplement our in-house aquaculture. We procure the majority of our feeds and sturgeons from our +five largest suppliers. Our purchases from our five largest suppliers in each year during the Track +Record Period amounted to RM B124.5 million, RMB179.3 millio n and RMB198.7 million in 2023, +2024 and 2025, respectively, representing 66.6%, 61.2% and 54.0% of our total purchases for the +corresponding periods, respectively. See ‘‘Business — Our Procurement System — Our Major +Suppliers ’’ for details. We have established stringent procurement standards and entered into annual or +long-term cooperation agreements with key supp liers to ensure supply sta bility. However, such +RISK FACTORS +– 37 – + + +--- page 47 --- +agreements generally do not fix prices. There is no assurance that we will continue to obtain feeds and +sturgeons meeting our standards at reasonable and stable prices, or that supply from our major suppliers +will not be disrupted. Any significant price fluctu ations, supply interruptions, or termination of +cooperation by major suppliers could adversely affect our production plans, cost control, and +profitability. +Seasonal consumption cycles and sturgeon ’s maturation cycles may cause fluctuations in our +operations, revenue, and liquidity. +Our biological assets are farm-raised sturgeons, which are primarily consumable biological assets +that only have one harvest. These sturgeons have a long maturation cycle before it can be harvested, +normally ranging from seven to 15 years dependi ng on different broodsto ck, resulting in a longer +operating cycle that may affect ou r liquidity. In addition, seasonal f actors such as sturgeon spawning +patterns and consumption seasonality may lead to f luctuations in both the supply and demand of our +products. Mature female sturgeons usually spawn i n spring and autumn, with peak maturity in autumn, +while consumer demand tends to increase before major holiday seasons and festivals such as +Thanksgiving and Christmas. As a result, we typica lly record higher sales and revenue in the fourth +quarter of each year, whereas results in other periods may be lower. Due to these fluctuations, +comparisons of sales and operating results between d ifferent periods within the same financial year or +over the same period in different financial years are not necessarily indicative of our performance. Nor +may our results for any particular period be indica tive of the results to be achieved for the entire fiscal +year. Our financial condition and results of operati ons in the future may continue to fluctuate throughout +a year. Investors should not merely rely on the inter im results as being indicative of results our Group +may expect for the full fiscal year. +Our breeding efforts may not be successful or yield the returns or benefits that we expect, and we +may not be able to successfully offer our customers new products and maintain our +competitiveness. +We are dedicated to offering caviar products that capture the evolving tastes and preferences of our +customers. To achieve this end, we continuously invest in the research and development of sturgeon +breeding to cultivate the desired type of caviar produ cts through genetic selection, and to improve the +per unit caviar production capacity of raw sturgeon. See ‘‘Business — Our Research and Development ’’ +for further details of our research and development commitments. However, our current technology only +allows us to harvest sturgeons for caviar once, wh ile other players in the industry may possess more +advanced technologies that enable non ‑lethal or repeated caviar harvesting. We cannot guarantee that we +will continue to successfully develop or improve our breeding technologies. If the research outcomes fall +short of our expectations, our business, financial co ndition, results of operations and prospects could be +adversely affected. +We may incur significant costs in connection wi th our branding, marketing and promotional +efforts. If our marketing activities are not as e ffective as expected, our results of operations may +be adversely impacted. +Our operating results are affected by our brand marketing and promotional efforts. During the +Track Record Period, we invested extensively in branding and marketing initiatives to enhance brand +and product recognition. See ‘‘Business — Sales and Marketing — Sales and Marketing Strategies ’’ for +details. In 2023, 2024 and 2025, our selling and mark eting expenses amounted to RMB34.6 million, +RMB48.8 million and RMB53.9 million, respectively, representing 6.0%, 7.3% and 7.0% of our revenue +for the corresponding year. Going forward, we will continue to adopt such strategies to enhance our +reputation. We are committed to further enha ncing the mindset of our proprietary brand KALUGA +RISK FACTORS +– 38 – + + +--- page 48 --- +QUEEN (卡露伽) among target customers. However, there is no assurance that such expenditures will +achieve the desired results. If our marketing activitie s fail to resonate with target consumers, or if we are +unable to adapt quickly to changes in market trends and consumer preferences, our revenue growth may +fall short of expectations. Competitive pressures may also require us to increase spending on marketing +and promotions to maintain market share, potentia lly compressing margins. Our competitors may engage +in aggressive marketing strategies, which could d ilute the impact of our efforts and further escalate +costs. +Our operation requires various approvals, license s and permits, and any failure to obtain or renew +these approvals, licenses and permits may adversely affect our business and results of operations. +Pursuant to PRC laws and regulations, we are requir ed to maintain various approvals, licenses and +permits for our operations. For example, the breeding of sturgeons requires completion of the +prerequisite registrations or filings, including the p ermit for artificial breeding of aquatic wild animals +(水生野生動物人工繁育許可證) and the license for the operation and utilization of aquatic wild animals +(水生野生動物經營利用許可證), among others. This process involves rigorous evaluation and approval +of ingredients, formulation, production processes, and claims to ensure compliance with applicable laws +and standards. In addition, we are required to obtain water taking permits ( 取水許可證) for our +aquaculture bases that involve the use of water resources. As of the Latest Practicable Date, we were in +the process of applying for the water taking permit f or our newly constructed a quaculture facilities in +Hubei. See ‘‘Business — Licenses, Permits and Certificates ’’ for details. Furthermore, we are subject to +requirements relating to land use rights, environm ental impact assessments, discharge of pollutants, +import and export registration, among other things. See ‘‘Business — Licenses, Permits and +Certificates ’’ and ‘‘Regulatory Overview ’’ for details. Failure to obtain, maintain, or renew our required +approvals, licenses, and permits could result in fines and disrupt our operations, thereby materially +impacting our business and financial performance. In case of any noncompliance, we may have to incur +significant expenses and divert substantial management time and resources to resolving any deficiencies. +We may also experience negative publicity arising from such deficiencies, which may adversely affect +our business and financial performance. +If we fail to effectively manage our future growth and implement our expansion plans, our +business prospects may be adversely affected. +We sustained stable revenue growth during the Track Record Period. Our revenue increased by +15.9% from RMB577.2 million in 2023 to RMB669.3 million in 2024, and further increased by 14.9% +to RMB769.0 million in 2025. However, future reve nue growth may strain our operational and +management resources. Scaling up our production and sales capabilities while maintaining product +quality and brand reputation requires robust manage ment systems and processes. Failure to maintain +operational efficiency or respond to market deve lopments may impair our ability to meet consumer +demand. +Moreover, our historical performance may not be indicative of our future performance. The +sustainability of our growth depends on a number of f actors, many of which are beyond our control, +including evolving consumer pref erences and demand, competition, re gulatory evolvement and changes +in economic condition. If we are not able to effectively manage our business growth and further expand +our operations as needed, we may not be able to successfully implement the strategies necessary to +further our business prospects on schedule or within our budget. +Furthermore, our expansion into new geographic m arkets entails distinct operating and marketing +challenges. For example, consumer unfamiliarity wi th our brands may necessitate increased investment +in advertising to build awareness, potentially affec ting profit margins in new markets and our overall +RISK FACTORS +– 39 – + + +--- page 49 --- +profitability. Additionally, such expansion may str ain our managerial, operational and financial +resources. Our ability to manage growth effectivel y depends on timely implementation of enhanced +systems and successful workforce expansion and training. +We are subject to risks relating to our third-pa rty service providers and business partners. +We rely on third ‑party service providers and business partners, including suppliers of feeds, +packaging materials and logistics ser vices, to support critical aspects o f our operations. Any interruption, +discontinuation, or deterioration in these relationships could adversely affect our results of operations. +Such disruptions may arise from various fact ors, including interruptions to our partners ’ operations, their +inability to support our fast-growing business needs, te rmination or suspension of agreements, changes +in cooperation terms, or disputes with these partners. Our third-party service providers and business +partners may fail to fulfill their commitments an d responsibilities on time or in compliance with agreed +terms or applicable laws. If we are unable to effec tively manage these relationships or if our partners +fail to meet their obligations, our business, finan cial performance, and operational stability could be +adversely impacted. Additionally, when existin g contracts with third parties expire, we may face +challenges in renewing them on co mmercially favorable terms or sec uring suitable replacements +promptly, which could further disrupt our operations and negatively affect our business. +Any major changes in relation to food safety reg ulations and relevant policies may affect our +business. +Manufacturers in the PRC fine food industry must comply with food safety laws, including +obtaining food production licenses and meeting s tandards for food and additives, packaging and +labeling, as well as requirements relating to productio n sites, facilities and equipment for transportation +and sale. In recent years, the PRC Government has been strengthening the supervision of food safety. +T h en e w l yr e v i s e dF o o dS a f e t yL a wo ft h eP R C(《中華人民共和國食品安全法》) and the Regulation on +the Implementation of the Food Safety Law of the PRC ( 《中華人民共和國食品安全法實施條例》) +require food producers to comply with applicable laws and standards, establish comprehensive food +safety management systems, and take effective measures to prevent and control food safety risks. Any +failure to comply with PRC food safety-related laws a nd regulations may result in order of rectification, +fines, confiscation of illegal gains, order of suspension of operations, revocation of food production and +operating permits and, in more extreme cases, prosecution f or criminal liabilities. See ‘‘Regulatory +Overview — Laws and Regulations Relating to the Food Industry ’’ for details. Although we have +complied with the current food safety laws and regulations, in the event that the PRC Government +makes further changes to food safety regulation, our production costs and cost of sales may increase, +which could adversely affect our business, results of operations, financial condition and prospects. +If we fail to comply with various laws and regulations relating to environmental protection, we +may be subject to fines and penalties by the governmental authorities. +Residual feed and excreta are the major pollutants we generate during our aquaculture. We have +adopted treatment measures tailored to our aquaculture models to ensure sustainable and +environmentally friendly development of our aquaculture operations. See ‘‘Business — Our Production +— Aquaculture System — Technical Advantages and Management Practices ’’ for details. However, as +environmental laws and regulations evolve, increasingly stringent requirements for environment +protection and sustainable aquaculture operations may lead to increased costs, and there is no assurance +that we will not be penalized for violating the evolve d requirements on environment protection. Failure +to comply with any environmental laws and regulations or any future changes to such laws and +regulations could result in significant costs to satisfy environmental compliance, remediation or +RISK FACTORS +– 40 – + + +--- page 50 --- +compensatory requirements, or the imposition of p enalties or restrictions on operations by PRC +governmental agencies or courts, which may adversely affect our business, results of operations and +financial condition. +Our legal right to certain leased properties may be challenged. +There might be defects in the leasehold interest of certain of our leased properties. For instance, +certain lessors fail to provide the valid ownership certificates for our leased properties, hence we cannot +ensure that they have the rights or authorizations to lease such properties to us. Our use of the leased +properties with title defects may be affected by third parties ’ claims or challenges against the lease. +Also, the relevant lease agreements may be deemed invalid, and we may be required to vacate from such +properties. In addition, certain of our lease agree ments have not been registered and filed with the +relevant real estate administration bureaus in the PRC. Pursuant to the relevant PRC laws and +regulations, failure to complete the registration and filing of lease agreements will not affect the validity +of such lease agreement. However, we may be subj ect to penalties, which could adversely affect our +business operation, financial conditi on, and prospects. If the owners, relevant government authorities, or +other third parties challenge our legal rights to these leased properties, our business, financial condition, +and operating results may be adversely affected. See ‘‘Business — Properties. ’’ +We are subject to credit risk in respect of our trade receivables. +Our trade receivables are mainly from providing sales of products. As of December 31, 2023, 2024 +and 2025, we recorded trade recei vables of RMB49.0 million, RMB5 7.4 million and RMB33.9 million, +respectively, and our loss allowance on trade recei vables amounted to RMB6.4 million, RMB7.9 million +and RMB4.6 million, respectively. For the receivable s from contracts with customers, we would follow +up actively on the settlement with respective count erparties to avoid any overdue receivables. If +customers with whom we have substantial trade recei vables face difficulty in making payments in the +future due to economic downturn or other reasons, and if we are forced to accrue loss allowance or write +off those receivables, our results of operations, f inancial condition and cash flows may be adversely +affected. Moreover, in the event that our trade receiv ables increase significa ntly, and we fail to collect +these receivables in a timely manner, our financia l condition and business operations may be materially +and adversely affected. See ‘‘Financial Information — Discussion of Certain Key Items from Our +Consolidated Statements of Financial Position — Trade Receivables ’’. +Our failure to adequately manage our inventories may lead to inventory obsolescence or other +inventory risks. +Our inventories consist of finished goods, consisting of our caviar products and sturgeon products, +and raw materials, consisting of feeds and packaging ma terials. Maintaining optimal inventory levels is +essential to our business success. As of December 31, 2023, 2024 and 2025, we had inventories of +RMB50.8 million, RMB43.9 million and RMB58.9 m illion, respectively. In 2023, 2024 and 2025, our +inventories turnover days were 32.3 days, 25.1 days and 24.7 days, respectively. To optimize our +inventory levels and minimize inventory write-off risks, we have a strict and effective inventory +management system. See ‘‘Business — Our Supply Chain ’’ and ‘‘Financial Information — Discussion of +Certain Key Items from Our Consolidated Statements of Financial Position — Inventories ’’ for details. If +we misjudge consumer demand, we m ay experience inventory oversto ck or missed sales opportunities, +either of which could adversely affect our business, financial condition, results of operations and +prospects. +RISK FACTORS +– 41 – + + +--- page 51 --- +We may be exposed to the risk o f product infringement. +We may be exposed to the risk of product infringement. We cannot assure you that there will be +no counterfeit or forgery of our products, trademarks or brands in the market. Counterfeiters may +illegally manufacture and market pr oducts under our brand. Such counterfeit or fo rged products are +usually difficult to detect or ban in a timely manner. The occurrence of such incidents may have an +impact on our reputation and brands. Our reputatio n and brands are crucial to our profitability and +competitiveness, any damage to our reputation o r brands resulting from pr oduct infringement may +adversely affect our profitability and competitiveness. +We face foreign exchange risks. +During the Track Record Period, the majority of our products were sold to overseas markets. +Revenue generated from overseas sales amoun ted to RMB442.6 million, RMB536.0 million and +RMB644.5 million in 2023, 2024 and 2025, respectively, representing 76.7%, 80.1% and 83.8% of our +total revenue in each of the corresponding year. In addition, we recorded net foreign exchange gains of +RMB0.2 million and RMB7.2 million, and a net forei gn exchange loss of RMB5.2 million in 2023, 2024 +and 2025, respectively. Adverse foreign exchange fluctuations may negatively affect our financial +condition and results of operations. As we have expan ded in, and expect to continue to explore overseas +markets, we are increasingly subject to risks associated with foreign exchange fluctuations. +We are subject to various risks relating t o third-party settlement arrangement. +During the Track Record Period, certain of our customers (individually or collectively, the +‘‘Relevant Customers ’’) settled transactions through the accounts of third parties other than the +contractual counterparties under the corresponding sales agreements (the ‘‘Arrangements ’’). In 2023, +2024 and 2025, the number of Relevant Customers was 101, 157 and 135, respectively, and the +aggregate amount of payment made under the Arrangements was RMB30.4 million, RMB43.0 million +and RMB24.4 million, respectivel y, representing approximately 5.3%, 6.4% and 3.2% of the total +revenue for the same periods, respectively. As of the end of April 2026, we had ceased substantially all +Arrangements and all payments made under t he ceased Arrangements had been fully settled. +We were subject to various risks relating to such Arrangements during the Track Record Period, +such as (i) possible claims from third-party payors for return of funds as they were not contractually +indebted to us and possible claims from liquidators of third-party payors and (ii) potential risks arising +from our limited understanding of the source and use of funds by third-party payors. In the event of any +claims from third-party payors or their liquidators, or legal proceedings (whether civil or criminal) +instituted or brought against us to demand retur n of the relevant payment or for violation or +noncompliance of laws and regulations, we may need to allocate additional financial and managerial +resources to defend against such claims and legal proceedings, and we may be forced to comply with the +court ruling and return the payment for the products that we sold, which could adversely affect our +business, financial condition, results of operations and prospects. See ‘‘Business — Customers — Third- +Party Payment Arrangements ’’ for details. +RISK FACTORS +– 42 – + + +--- page 52 --- +We may face risks relating to labor relations, labor disputes, labor shortages and increases in +labor costs. +Our success depends on our ability to attract and re tain employees, and any deterioration in labor +relations, workplace safety incidents or labor disputes could disrupt our operations and adversely affect +our business, financial performance and reputation. Additionally, with the growth of the economy, +average wages of our employees are expected to increase. Any significant increase in labor costs could +adversely affect our profitability, bus iness and financial performance. +Companies operating in the PRC have to participate in various employee benefit plans required by +the government, including certain social insurance and housing provident funds. The requirement and +implementation of employee benefit plans may vary considering the different levels of economic +development in different locations in the PRC, e mployers who fail to make adequate payments as +required by the local competent authorities may be or dered to make up the payments within a prescribed +time limit and may be further subject to late payment fees, fines and/or other penalties. During the Track +Record Period and up to the Latest Practicable Date , we had not received any material administrative +penalty imposed by the relevant regulatory author ities regarding PRC socia l insurance and housing +provident funds. Any new laws and regulations, or more stringent interpretation and implementation of +existing and new laws and regulations may lead to extra employee benefit plan costs, which may +adversely affect our results of operations and financial condition. +Our insurance coverage may not be sufficient to cover all of our potential losses. +We maintain insurance coverage for our employees based in China and our biological assets. See +‘‘Business — Insurance ’’ for details. Our insurances may not provide adequate coverages for all the +risks in connection with our business operations. I f we were to incur substantial losses and liabilities +that are not covered by our insurance policies, we may be required to bear our losses to the extent that +our insurance coverage is insufficient. As a result, we could suffer significant costs, which could have +an adverse effect on our financial condition and results of operations. +We may not be able to adequately protect our intell ectual property rights and technologies, which +could adversely affect our business. +We believe that our current intellectual property r ights, including our patents, trademarks and +copyrights, provide protection to our business and are necessary for our operations. However, we may +not be able to detect breaches of our intellectual property rights in a timely manner, our intellectual +property rights may be challenged by third parties or found to be invalid or unenforceable, and our +intellectual property rights may not be effective i n preventing third parties from utilizing similar +business models, processes or brand names to offer similar products. Any of these could disrupt our +business and divert our management ’s attention from our operations. The costs associated with these +types of disputes, claims or litigation may be substa ntial and could have an adverse effect on our brand +image, business, financial condition, results of operations and prospects. +We may face intellectual property infringement c laims by third parties, which could disrupt our +business, cause substantial legal costs, and damage our reputation. +There may be third-party trademarks, patents, copyrights, know-how or other IP rights that are +infringed upon by our products or other aspects of our business without our knowledge. Holders of such +IP rights may seek to enforce such IP rights against us in the PRC or other jurisdictions. If any third- +party infringement claims are brought against us, we may be forced to divert our management ’s time and +other resources from our business and operations to defend these claims, regardless of their merits. If we +RISK FACTORS +– 43 – + + +--- page 53 --- +were found to have violated the IP rights of othe rs, we may be subject to liability for our infringement +activities or may be prohibited from using such intell ectual properties, and we m ay incur licensing fees +or be forced to develop alternatives of our own. As a r esult, our business, financial condition and results +of operations may be adversely affected. +We may be subject to litigation and other legal proceedings, and may not always be successful in +defending ourselves against such claims or proceedings. +We face potential liability, expenses for legal cl aims and harm due to our business nature. For +example, consumers could assert legal claims against us in connection with personal injuries. The PRC +Government, media outlets and other related organizations have been increasingly focused on consumer +protection in recent years. See ‘‘Regulatory Overview — Laws and Regulations Relating to Product +Quality and Product Liability ’’ for details. Sales of defective pro ducts may expose us to liability even +where contamination is not caused by us, and we may also be held liable for non-compliance by our +suppliers, customers or partners. Though we can ask the responsible parties for indemnity after that, our +reputation could still be adversely affected. In additio n, our Directors, management, business partners +and employees may from time to time be subject t o litigation and regulatory investigations and +proceedings or otherwise face potential liability and expense i n relation to food safety, commercial, +labor, or employment, which could adversely affect our reputation and results of operations. Moreover, +after we become a publicly listed company on the S tock Exchange, we may face additional exposure to +claims and lawsuits. These claims could divert management time and attention away from our business +and result in significant costs to investigate and de fend, regardless of the merits of the claims. In some +instances, we may elect or be forced to pay substantial damages if we are unsuccessful in our efforts to +defend against these claims, which could harm our business, financial condition and results of +operations. +RISKS RELATING TO DOING BUSINESS IN THE COUNTRIES AND REGIONS WHERE WE +OPERATE +Changes in economic, political and social conditions or the fine food industry in the countries and +regions where we operate could affect our business and operations. +We are incorporated, and our operations and assets are primarily located, in the PRC. Accordingly, +our business, financial condition and results of ope rations may be influenced by the economic, political +and social conditions in the PRC. The fine food market in general is affected by macro-economic +factors, including changes in ec onomic conditions, consumer demand and discretionary spending. The +PRC government has implemented various measures to encourage the economic growth and the +allocation of resources. However, there is no assurance that our business and operations may benefit +from such measures. +Policies regarding foreign currency conversion may impact our foreign exchange transactions, +including dividend payment to holders of our H Shares. +Under the current PRC foreign exchange system, foreign exchange transactions under the current +account conducted by us, including the payment of dividends, do not require advance approval from the +SAFE, but we are required to present documentary evidence of such transactions and conduct such +transactions at designated foreign exchange ban ks within the PRC that have the licenses to carry out +foreign exchange business. However, approval from, or registration with, the competent government +authorities is required for the conversion of RMB into foreign currency and its remittance outside China +for the payment of capital expenditures, such as the repayment of foreign currency-denominated loans. +Under existing foreign exchange regulations, following the completion of the Global Offering, we will +RISK FACTORS +– 44 – + + +--- page 54 --- +be able to pay dividends in foreign currencies with out prior approval from the SAFE by complying with +certain procedural requirements. If there are changes in the policies regarding the payment of dividends +in foreign currencies to shareholders or other ch anges in foreign exchange policies resulting in +insufficient foreign exchange, our payment of divid ends in foreign currencie s, capitalization of our +capital expenditure plans, and even our business, operating results and financial condition, may be +affected. +Fluctuations in the value of the Renminbi and other currencies may have an adverse effect on the +value of your investment. +We are exposed to risks associated with foreign currency exchange fluctuations. Changes in the +value of foreign currencies could increase our RMB costs for, or reduce our RMB revenues from, our +foreign operations. Therefore, any fluctuations in the value of fore ign currencies against RMB could +materially and adversely affect our results of operations. In addition, the fluctuation of foreign exchange +rates affects the value of our monetary and other asse ts and liabilities denominat ed in foreign currencies. +We cannot guarantee that future foreign exchange rate fluctuations will be favorable, and any adverse +change would not have a material adverse impact on our financial condition and results of operations. +While we have actively managed our currency risks, such measures may not be effective or +economically feasible under all circumstances. In addition, we may need to obtain foreign currency to +make payments of declared dividends, if any, on our H Shares. Our proceeds from the Global Offering +will be denominated in Hong Kong dollars. The value of Renminbi against the Hong Kong dollar, the +U.S. dollar and other currencies is based on rates set by the People ’s Bank of China (the ‘‘PBOC ’’), +which is affected by changes in global and geograp hical political and economic conditions, foreign +exchange policy adopted by the PRC government, supply and demand in the monetary markets, and +economic and political developments domestically an d internationally. As a result, any appreciation of +the Renminbi against the Hong Kong dollar may result in a decrease in the value of our net proceeds +from the Global Offering. In addition, the value of Renminbi is subject to regulation by the PBOC in the +foreign exchange market to limit fl uctuations in Renminbi exchange ra tes. Conversely, any depreciation +of the Renminbi may adversely affect the value of, and any dividends payable on, our H Shares in a +foreign currency. There are limited instruments available for us to reduce our foreign currency risk +exposure at reasonable costs. All of these global and geographical political an d economic factors may +adversely affect the value of and any dividends payable on, our H Shares in Hong Kong dollars. +You may encounter difficulty in effecting service of legal process upon, and enforcing foreign +judgments against, us, our Directors and senior management. +We are a company incorporated under the laws of the PRC and our assets and subsidiaries are +primarily located in the PRC. The majority of our Dir ectors and senior management reside within the +PRC. The assets of these Directors and senior management also may be located within the PRC. As a +result, it may not be possible to effect service of process upon most of our Directors and senior +management outside the PRC. In addition, as the Listing Rules and the Codes on Takeovers and Mergers +and Share Repurchases of Hong Kong do not have the force of law in Hong Kong, the holders of H +Shares will not be able to bring actions on the basis of violations of the Listing Rules and must rely on +the Stock Exchange to enforce its rules upon the listing of our H Shares on the Stock Exchange. +We may be subject to additional regulatory requi rements relating to new laws and regulations in +connection with overseas securities offering and listing issued by PRC government authorities. +On February 17, 2023, the CSRC issued the Overseas Listing Trial Measures and five supporting +guidelines, which had become effective on March 31, 2023 (the ‘‘Overseas Listing Regulations ’’). The +Overseas Listing Regulations are applicable to overseas securities offering and listing conducted by +RISK FACTORS +– 45 – + + +--- page 55 --- +issuers who are (i) companies incorporated in the PRC and (ii) companies incorporated overseas with +substantial operations in the PRC. The Overseas Listing Regulations lay out the arrangements for +regulatory filings for both direct and indirect oversea s offerings, and clarify the determination criteria +for indirect overseas offerings in overseas markets. See ‘‘Regulatory Overview — Laws and Regulations +Relating to Overseas Listing ’’ for details. The Overseas Listing Regulations, or any pertinent rules or +regulations promulgated in the future, may subj ect us, or our financing activities, to additional +regulatory requirements in the future. Any failure on our part to fully comply with the new regulatory +requirements may significantly limit or comp letely hinder our future financing activities. +Dividends payable to investors and gains on the sales of H Shares by our investors may be subject +to PRC income taxes. +Under the current tax laws and regulations in the PRC, non-PRC resident individuals and non-PRC +resident enterprises are subject to different tax oblig ations with respect to the dividends paid to them by +us and the gains realized upon the sale or other disposition of our H Shares. +Non-PRC resident individuals are required to pay individual income tax at a rate of 20% under IIT +law for the interests, dividends and bonuses they obtain from the PRC. Accordingly, we are required to +withhold such tax from dividend p ayments, unless applicable tax treaties between the PRC and the +jurisdiction in which the foreign individual resides reduce or provide an exemption for the relevant tax +obligations. Generally, in accordance with th e Notice on Matters Concerning the Levy and +Administration of Individual Income Tax After the Repeal of Guo Shui Fa [1993] No. 045 issued by +the SAT ( 《國家稅務總局關於國稅發[1993]045 號文件廢止後有關個人所得稅徵管問題的通知》), when +a tax rate of 10% is not applicable, the withholdin g company shall: (i) return the excess tax amount +pursuant to due procedures if the applicable tax rate is lower than 10%; (ii) withhold such foreign +individual income tax at the effective tax rate agre ed on if the applicable tax rate is between 10% and +20%; or (iii) withhold such foreign individual inc ome tax at a rate of 20% if no taxation treaty is +applicable. +For non-PRC resident enterprises that do not have establishments or premises in the PRC, and for +those who have establishments or premises in the PRC but whose income is not related to such +establishments or premises under the EIT law, dividends paid by us and gains realized by such foreign +enterprises upon the sale or other disposition of Share s are ordinarily subject to PRC enterprise income +tax at a rate of 20%. In accordance with the Circular on Issues Relating to the Withholding of Enterprise +Income Tax by PRC Resident Enterprises on Divide nds Paid to Overseas Non-PRC Resident Enterprise +Shareholders of H Shares ( 《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得 +稅有關問題的通知》) issued by the SAT, such tax rate has been reduced to 10%. +If there is any change to applicable tax laws and re gulations or in the interpretation or application +of such laws and regulations, the value of your investment in our H Shares may be materially affected. +RISKS RELATING TO THE GLOBAL OFFERING +There has been no prior public tr ading market for our H Shares, an active trading market for our +H Shares may not develop, and their tradin g price may fluctuate significantly. +Prior to the Global Offering, there was no public market for our H Shares. We cannot assure you +that a public market for our H Shares with adequate li quidity will develop and be sustained following +the completion of Global Offering. The Offer Price may differ significantly from the market price of the +H Shares following the Global Offering. We have applied to the Stock Exchange for the listing of, and +permission to deal in, the H Shares (including any H Shares which may be issued pursuant to the +RISK FACTORS +– 46 – + + +--- page 56 --- +exercise of the Over-allotment Option). However, the listing on the Stock Exchange does not guarantee +that an active and liquid trading market for the H Shares will develop, or if it does develop, that it will +be sustained following the Global Offering, or that the market price of the H Shares will not decline +following the Global Offering. If an active public ma rket for our H Shares does not develop following +the completion of the Global Offering, the market price and liquidity of our H Shares could be +materially and adversely affected. +The trading volume and selling price of our H Sh ares may be volatile, which could result in +substantial losses for investors who purchase our H Shares in the Global Offering. +The price and trading volume of our H Shares may b e subject to significant volatility in response +to various factors beyond our control, including the general market conditions of the securities in Hong +Kong and elsewhere in the world. The Stock Exchange and other securities markets have, from time to +time, experienced significant pric e and trading volume volatility that are not related to the operating +performance of any particular company. The business and performance and the market price of the +shares of other companies engaging in similar business may also affect the price and trading volume of +our H Shares. In addition to market and industry fact ors, the price and trading volume of our H Shares +may be highly volatile for specific business reasons, such as fluctuations in our revenue, earnings, cash +flows, investments, expenditures, regulatory developments, relationships with our suppliers, movements +or activities of key personnel, or actions taken by c ompetitors. Moreover, shares of other companies +listed on the Stock Exchange with significant opera tions and assets in the PRC have experienced price +volatility in the past, and it is possible that our H Shares may be subject to changes in price not directly +related to our performance. +Our historical dividends may not be indicative of our future dividend policy, and there can be no +assurance that we will declare and distribute dividend in the future. +We have declared dividends in the past. However, there is no assurance that we will declare +dividends in the future. Under the applicable PRC laws, the payment of dividends may be subject to +certain limitations, and the calculation of our prof it under applicable accounting standards differs in +certain respects from the calculation under IFRS. The declaration, payment and amount of our future +dividends will depend upon our earnings and financial condition, operating requirements, capital +requirements, applicable laws and regulations an d any other conditions that our Directors may deem +relevant and will be subject to the approval of our Shareholders. Any declaration and payment as well as +the amount of dividends will be subject to our cons titutional documents and t he applicable PRC laws +and regulations, and would require approval at our Shareholders ’ meeting. No dividend shall be declared +or payable except out of our profits and reserves lawfully available for distribution. See ‘‘Financial +Information — Dividends ’’ for details. There can be no assurance that dividends of any amount will be +declared or distributed in any year in the future. Our historical dividends should not be taken as +indicative of our dividend policy in the future. +You will incur immediate and significant dilution if the Offer Price is higher than the net tangible +asset value per H Share and may experience furth er dilution if we issue additional Shares in the +future. +The Offer Price of the Offer Shares is higher than the net tangible asset value per H Share +immediately prior to the Global Offering. Therefore, purchasers of the Offer Shares in the Global +Offering will experience an immediate dilution in pro forma consolidated net tangible asset value. In +order to expand our business, we may consider offer ing and issuing additional Shares in the future. +Purchasers of the Offer Shares may experience dilution in the net tangible asset value per H Share of +their H Shares if we issue additional Shares in the fu ture at a price which is lower than the net tangible +RISK FACTORS +– 47 – + + +--- page 57 --- +asset value per H Share at that time. Furthermore, we may issue Shares pursuant to any existing or +future share option incentive scheme, which would further dilute our Shareholders ’ interests in our +Company. +Future sales or perceived sales of substantial amounts of our Shares in the public market and +conversion of our Domestic Shares into H Share s could have a material adverse effect on the +prevailing market price of our H Shares and our abilit y to raise additional capital in the future, or +may result in the dilution of your shareholding. +The market price of our H Shares could decline as a result of future sales of a substantial number +of our H Shares or other securities relating to our H Shares in the public market, or the issuance of new +shares or other securities, or the perception that s uch sales or issuances ma y occur. Future sales, or +anticipated sales, of substantial a mounts of our securities, including a ny future offerings, could also +materially and adversely affect ou r ability to raise capital at a specific time and on terms favorable to us. +In addition, our Shareholders may experience dilutio n in their holdings if we issue more securities in the +future. New shares or shares-linked securities issu ed by us may also confer rights and privileges that +take priority over those conferred by the H Shares. +Our Single Largest Shareholders may have substa ntial influence over us and their interests may +not be aligned with the interests of other Shareholders. +Our Single Largest Shareholders may have substantial influence over our business, including +matters relating to our management, policies and decisions regarding mergers, expansion plans, +consolidations and sales of all or substantially al l of our assets, election of Directors and other +significant corporate actions. Immediately following the completion of the Global Offering, our Single +Largest Shareholders will be entitled to exercise a pproximately 29.44% of th e voting rights of our +Company. This concentration of ownership may discourage, delay or prevent a change in control of our +Company, which could deprive other Shareholders of an opportunity to receive a premium for their H +Shares as part of a sale of our Company and might reduce the price of our H Shares. These events may +occur even if they are opposed by our other Shareholde rs. In addition, the interest of our Single Largest +Shareholders may differ from the interests of our other Shareholders. It is possible that our Single +Largest Shareholders may exercise their influence over us and cause us to enter into transactions or take, +or fail to take, actions or make decisions that conflict with the best interests of our other Shareholders. +There can be no assurance of the accuracy or completeness of certain facts, forecasts and other +statistics obtained from official governme nt sources contained in this prospectus. +This Prospectus, particularly the section headed ‘‘Industry Overview, ’’ contains information and +statistics relating to the fine food industry and ot her economic data. Such information and statistics +relating to the fine food industry and caviar industry in China and globally have been derived from +third-party reports, either commissioned by us or publicly accessible, and other publicly available +sources. However, the information derived from official government sources has not been independently +verified by us, any of the Joint Sponsors, the Joint Global Coordinators, the Joint Bookrunners, the Joint +Lead Managers, the Underwriters, any of their respective directors and advisors, or any other persons or +parties involved in the Global Offering, and there can be no assurance as to its accuracy. You should +therefore not place undue reliance on government information. +RISK FACTORS +– 48 – + + +--- page 58 --- +You should read the entire Prospectus carefully, and we caution you to not rely on any +information contained in press articles or oth er media regarding us or the Global Offering. +There has been, prior to the publication of this Prospectus, and 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. We have not authorized the disclosure of any information +concerning the Global Offering in the press or me dia. 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 +H Shares, the Global Offering or us. We make no representation as to the appropriateness, accuracy, +completeness or reliability of any of the projections, v aluations 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 t hem. You 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 H Shares. By applying to purchase our H +Shares in the Global Offering, you will be deem ed to have agreed that you will not rely on any +information other than that contained in this Pro spectus and any formal announcements made by us in +Hong Kong with respect to the Global Offering. +RISK FACTORS +– 49 – + + +--- page 59 --- +MANAGEMENT PRESENCE IN HONG KONG +Pursuant to Rule 8.12 of the Listing Rules, we mus t have sufficient management presence in Hong +Kong. This normally means that at least two of the e xecutive Directors must be ordinarily resident in +Hong Kong. Pursuant to Rule 19A.15 of the Listing Rules, the requirement in Rule 8.12 may be waived +having regard to, among other considerations, the arrangements for maintaining regular communication +with the Stock Exchange. +Since most of the business operations of our Group are managed and conducted outside of Hong +Kong, and all of the executive Directors ordinarily reside outside Hong Kong, our Company considers +that it would be practically difficult and commercia lly unreasonable and undesirable for our Company to +arrange for two executive Directors to be ordin arily resident in Hong Kong, either by means of +relocation of existing executive Directors or appointm ent of additional executive D irectors. Therefore, +our Company does not, and does not contemplate in t he foreseeable future that we will, have sufficient +management presence in Hong Kong for the purpose of satisfying the requirements under Rule 8.12 of +the Listing Rules. +Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied for, and the Stock +Exchange has granted, a waiver from strict complia nce with Rule 8.12 and Rule 19A.15 of the Listing +Rules subject to the following conditions. We w ill ensure that there is an effective channel of +communication between us and the Stock Exchange by way of the following arrangements: +(a) Authorized representatives : we have appointed Mr. Wang and Mr. XU Pengfei ( 許鵬飛) +(‘‘Mr. Xu ’’), as the authorized representatives (the ‘‘Authorized Representatives ’’)f o rt h e +purpose of Rule 3.05 of the Listing Rules. The Authorized Representatives will act as our +principal channel of communication with the Stock Exchange and would be readily +contactable by phone, facsimile and email to d eal promptly with enquiries from the Stock +Exchange. Accordingly, the Authorized Represen tatives will be able to meet with the relevant +members of the Stock Exchange to discuss an y matters in relation to our Company within a +reasonable period of time. We will also inform the Stock Exchange promptly in respect of +any change in the Authorized Representatives. For more information about our Authorized +Representatives, see ‘‘Directors and Senior Management ’’ in this Prospectus; +(b) Directors : each of our Authorized Representatives has means to contact all members of our +Board (including our independent non-executive Directors) promptly at all times as and when +the Stock Exchange wishes to contact the members of our Board for any matters. In the event +that any Director expects to travel or other wise be out of office, he/she will provide a +contactable phone number of him/her to the Authorized Representatives. Pursuant to Rule +3.20 of the Listing Rules, each of our Directors shall provide their telephone number, mobile +phone number, facsimile number (if available), email address, residential address and +correspondence address to the Stock Exchange. To the best of our knowledge and +information, each Director who does not ordinarily reside in Hong Kong possesses or can +apply for valid travel documents to visit H ong Kong and can meet with the Stock Exchange +within a reasonable period upon r equest of the Stock Exchange; +(c) Compliance advisor : we have appointed Red Solar Capital Limited as our compliance +advisor (the ‘‘Compliance Advisor ’’) upon the Listing pursuant to Rules 3A.19 and 19A.05 +of the Listing Rules for a period commencing on the Listing Date and ending on the date on +which we comply with Rule 13.46 of the Listing R ules in respect of our financial results for +the first full financial year commencing after the Listing Date. The Compliance Advisor will +have access at all times to our Authorized Representatives, the Directors and other senior +WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES +– 50 – + + +--- page 60 --- +management and can act as the additiona l channel of communication with the Stock +Exchange and answer enquiries from the Stock Exchange. The contact details of the +Compliance Advisor have been provided to the Stock Exchange. We will also inform the +Stock Exchange promptly in respect of any change in the Compliance Advisor; and +(d) Hong Kong legal advisor : we will retain a Hong Kong legal advisor to advise us on the on- +going compliance requirements, any amendment or supplement to and other issues arising +under the Listing Rules and other applicable laws and regulations in Hong Kong after the +Listing. +APPOINTMENT OF JOINT COMPANY SECRETARIES +Pursuant to Rule 8.17 of the Listing Rules, we must appoint a company secretary who satisfies the +requirements under Rule 3.28 of the Listing Rules .A c c o r d i n gt oR u l e3 . 2 8o ft h eL i s t i n gR u l e s ,w e +must appoint as our company secretary an individual, who, by virtue of his or her academic or +professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of +discharging the functions of company secretary. +Pursuant to Note 1 to Rule 3.28 of the Listing Rules, the Stock Exchange considers the following +academic or professional qualifications to be acceptable: +(a) a member of The Hong Kong Char tered Governance Institute; +(b) a solicitor or barrister as defined in the Le gal Practitioners Ordinance (Chapter 159 of the +Laws of Hong Kong); or +(c) a certified public accountant as defined in the Professional Accountants Ordinance (Chapter +50 of the Laws of Hong Kong). +In addition, pursuant to Note 2 to Rule 3.28 of the Listing Rules, in assessing ‘‘relevant +experience ’’, the Stock Exchange will consider the individual ’s: +(a) length of employment with the issuer and other issuers and the roles he or she played; +(b) familiarity with the Listing Rules and other re levant law 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 i n addition to the minimum requirement under Rule +3.29 of the Listing Rules; and +(d) professional qualifications in other jurisdictions. +We have appointed Mr. Xu as our joint company secretary. As he has extensive experience in +investment, corporate finance and corporate governance but presently does not possess any of the +qualification required under Rules 3.28 and 8.17 of the Listing Rules, we have appointed Ms. Cheung +Hin Kiu ( 張顯翹)( ‘‘Ms. Cheung ’’) of Tricor Investor Services Limited to provide assistance to Mr. Xu. +Ms. Cheung is a member of the Hong Kong Chartered G overnance Institute, and therefore meets the +qualification requirements under Note 1 to Rule 3.28 of the Listing Rules and is in compliance with +Rule 8.17 of the Listing Rules. +WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES +– 51 – + + +--- page 61 --- +Mr. Xu and Ms. Cheung will be jointly dischargin g the duties and responsibilities of a company +secretary. Ms. Cheung will be assisting Mr. Xu in gaining the relevant experience required under Rules +3.28 and 8.17 of the Listing Rules. Also, Mr. Xu will be assisted by (1) the compliance advisor of our +Company for the first full financial year starting fro m the Listing Date, particularly in relation to Hong +Kong corporate governance practice and compliance matters; and (2) the Hong Kong legal advisor of +our Company, on matters regarding our Company ’s ongoing compliance with the Listing Rules and the +applicable Hong Kong laws and regulations. In a ddition, Mr. Xu will endeavor to attend relevant +trainings and familiarize himself with the Listing Rules and duties required of a company secretary of an +issuer listed on the Stock Exchange. +We have applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver from +strict compliance with the requirements under Rule s 3.28 and 8.17 of the Listing Rules such that Mr. Xu +may be appointed as a joint company secretary of our Company. +Pursuant to Chapter 3.10 of the Guide, the w aiver will be for a fixed period of time (the ‘‘Waiver +Period ’’) and on the following conditions: (1) the proposed company secretary must be assisted by a +person who possesses the qualifications or experience as required under Rule 3.28 and is appointed as a +joint company secretary throughout the Waiver Period; and (2) the waiver can be revoked if there are +material breaches of the Listing Rules by the issuer. The waiver is valid for an initial period of three +years on the condition that Ms. Cheung will work clos ely with, and provide assistance to, Mr. Xu in the +discharge of his duties as a company secretary and in gaining the relevant experience as required under +Rule 3.28 of the Listing Rules and to become familia r with the requirements of the Listing Rules and +other applicable Hong Kong laws and regulations. The waiver will be revoked immediately if Ms. +Cheung ceases to provide assistance to Mr. Xu during t he three-year period after Listing or where there +are material breaches of the Listing Rules by our Company during the three-year period after Listing. +Our Company will further ensure that Mr. Xu has access to the relevant training and support that +would enhance his understanding of the Listing Rules and the duties of a company secretary of an issuer +listed on the Stock Exchange, and to receive updates on the latest changes to the applicable Hong Kong +laws and regulations and the Listing Rules. Before the end of the three-year period, the Company will +demonstrate and seek the Stock Exchange ’s confirmation that Mr. Xu, having had the benefits of Ms. +Cheung ’s assistance during the three-year period, has attained the relevant experience under Note 2 to +Rule 3.28 of the Listing Rules and is capable of discharging the functions of a company secretary so +that a further waiver would not be necessary. +For further information regarding the qualifications of Mr. Xu and Ms. Cheung, see ‘‘Directors and +Senior Management ’’ in this Prospectus. +WAIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES +– 52 – + + +--- page 62 --- +DIRECTORS ’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS +This Prospectus, for which all of our Directors (including proposed Directors named in this +Prospectus) collectively and i ndividually accept full responsibility , includes particulars given in +compliance with the Companies (Winding Up and Misce llaneous Provisions) Ordinance, the Securities +and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong) and the Listing +Rules for the purpose of giving information to the public with regard to our Group. Our Directors, +having made all reasonable enquiries, confirm tha t, to the best of their knowledge and belief, the +information contained in this Prospectus is accur ate and complete in all material respects and not +misleading or deceptive, and there is no other matter the omission of which would make any statement +in this Prospectus misleading. +CSRC FILING +According to the Overseas Listing Trial Measures, we are required to complete the filing +procedures with the CSRC in connection with the p roposed Listing. We have submitted a filing to the +CSRC for the application for the Listing on Octob er 31, 2025 and the CSRC has issued the filing notice +dated May 19, 2026, confirming our completion of the filing. No other approvals from the CSRC are +required to be obtained for the Listing. +UNDERWRITING +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 1,633,300 Offer Shares and the Internationa l Offering of initially 14 ,699,600 Offer Shares +(subject to, in each case, reallocation on the b a s i sr e f e r r e dt ou n d e rt h es e c t i o nh e a d e d‘‘Structure of the +Global Offering ’’ in this Prospectus and, in case of the Intern ational Offering, any exercise of the Over- +allotment Option). +The listing of our H Shares on the Hong Kong Stock Exchange is sponsored by the Joint Sponsors +and the Global Offering is managed by the Overall Coordinators. The Hong Kong Public Offering is +fully underwritten by the Hong Kong Underwriters pursuant to the Hong Kong Underwriting Agreement. +The International Offering is expected to be fully underwritten by the Inte rnational Underwriters +pursuant to the terms of the International Underwr iting Agreement which is expected to be entered into +on or around June 26, 2026. Furthe r information regarding the Underwriters and the Underwriting +Agreements are set out in the section headed ‘‘Underwriting ’’ in this Prospectus. +RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES +No action has been taken to permit a Hong Kong Public Offering of the Offer Shares or the +general distribution of this Prospectus in any jurisdiction other than Hong Kong. Accordingly, this +Prospectus may not be used for the purposes of, and does not constitute, an offer or invitation in any +jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to any +person to whom it is unlawful to make such an offer o r invitation. The distribution of this Prospectus +and the offering and sales of the Offer Shares in oth er 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 se curities regulatory authorities or an exemption +therefrom. Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering +will be required to confirm, or be deemed by his acq uisition of Hong Kong Offe r Shares to confirm, that +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +– 53 – + + +--- page 63 --- +he is aware of the restrictions on offers and sales of the Offer Shares described in this Prospectus. In +particular, the Offer Shares have not been offered or sold, and will not be offered or sold, directly or +indirectly, in the PRC. +The Offer Shares are offered for subscription solely on the basis of the information contained and +representations made in this Prospectus, and on th e terms and subject to the conditions set out herein +and therein. No person is authorized in connection with the Global Offering to give any information, or +to make any representation not contained in this Prospectus, and any information or representation not +contained in this Prospectus must not be relied upon as having been authorized by the Company, the +Joint Sponsors, the Sponsor-Overall Coordinators, Overall Coordinators, the Joint Global Coordinators, +the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Underwriters, +any of their respective directors, officers, employees , agents, affiliates or advisors or any other persons +or parties involved in the Global Offering. For further details of the structure of the Global Offering, +including its conditions, and the procedures for appl ying for Hong Kong Offer Shares, see the sections +headed ‘‘Structure of the Global Offering ’’ and ‘‘How to Apply for Hong Kong Offer Shares ’’ in this +Prospectus. +APPLICATION FOR LISTING ON THE HONG KONG STOCK EXCHANGE +We have applied to the Listing Committee for the g ranting of listing of, and permission to deal in, +(i) our H Shares to be issued pursuant to the Global Offering (including any H Shares which may be +issued pursuant to the exercise of t he Over-allotment Option), and (ii) the H Shares to be converted from +Unlisted Shares. Dealings in the H Shares on the H ong Kong Stock Exchange are expected to commence +on Tuesday, June 30, 2026. No part of our Shares 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 as of the +Latest Practicable Date. +The H Shares will be traded in board lot of 100 H Shares. The stock code of the H Shares is 6715. +Under section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, +any allotment made in respect of any application will be invalid if the listing of, and permission to deal +in, the H Shares on the Hong Kong Stock Exchange is refused before the expiration of three weeks from +the date of the closing of the application lists, or s uch longer period (not exceeding six weeks) as may, +within the said three weeks, be notified to our Company by or on behalf of the Hong Kong Stock +Exchange. +COMMENCEMENT OF DEALINGS IN THE H SHARES +Assuming that the Hong Kong Public Offering becomes unconditional in Hong Kong at or before +8:00 a.m. in Hong Kong on Tuesday, June 30, 2026, it is expected that the dealings in our H Shares on +the Stock Exchange will commence on Tuesday, June 30, 2026. The H Shares will be traded in board +lots of 100 H Shares each, the stock code of the H Shares will be 6715. +OVER-ALLOTMENT OPTION AND STABILIZATION +Details of the arrangements relating to the Over-a llotment Option and stabilization are set out in +the section headed ‘‘Structure of the Global Offering. ’’ Assuming that the Over-allotment Option is +e x e r c i s e di nf u l l ,o u rC o m p a n ym a yb er e q u i r e dt oi s s u eu pt oa na g g r e g a t eo f2 , 4 4 9 , 9 0 0a d d i t i o n a lH +Shares. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +– 54 – + + +--- page 64 --- +COMPLIANCE WITH LISTING RULES +We will comply with applicable laws and regula tions in Hong Kong (including the Listing Rules) +and any other undertakings which have been given in favor of the Hong Kong Stock Exchange from +time to time. If the Listing Committee finds that there has been a breach by us of the Listing Rules or +such other undertakings which may have been given by us in favor of the Hong Kong Stock Exchange +from time to time, the Listing Committee may instigate cancellation or disciplinary proceedings in +accordance with the Listing Rules. +REGISTRATION OF SUBSCRIPTION, PURCHASE AND TRANSFER OF H SHARES +We have instructed the H Share Registrar, and the H Share Registrar has agreed, not to register the +subscription, purchase or transfer of any H Shares in the name of any particular holders unless the +holder delivers a signed form to the H Share Registrar in respect of those H Shares bearing statements to +the effect that the holder: +(i) agrees with us and each of our Shareholders, and we agree with each Shareholder, to observe +and comply with the PRC Company Law, and our Articles of Association; +(ii) agrees with us, each of our Shareholders, Directors, managers and officers, and we, acting for +ourselves and for each of our Directors, managers and officers agree with each Shareholder, +to refer all differences and claims arising fro m our Articles of Association or any rights or +obligations conferred or imposed by the Company Law or other relevant laws and +administrative regulations concerning our affairs to arbitration, and any reference to +arbitration shall be deemed to authorize the arbitration tribunal to conduct hearings in open +session and to publish its award, which shall be final and conclusive; +(iii) agrees with us and each of our Shareholders that our H Shares are freely transferable by the +holders of our H Shares; and +(iv) authorizes us to enter into a contract on his or her behalf with each of our Directors, +managers and officers whereby such Director s, managers and officers undertake to observe +and comply with their obligations to our Shareholders as stipulated in our Articles of +Association. Persons applying for or purchasing H Shares under the Global Offering are +deemed, by their making of an application or purchase, to have represented that they are not +associates of any of our Directors or existing Shareholder or a nominee of any of the +foregoing. +H SHARE REGISTER OF MEMBERS AND STAMP DUTY +All H Shares issued pursuant to applications made in the Hong Kong Public Offering and the +International Offering will be registered on the Company ’s H Share register of members to be +maintained by our H Share Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, +16 Harcourt Road, Hong Kong. We will maintain the Company ’s principal register of members at our +current registered office in the PRC. +Dealings in our H Shares registered in the H Sh are register of members of the Company in Hong +Kong will be subject to Hong Kong stamp duty. For further details, please seek professional tax advice. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +– 55 – + + +--- page 65 --- +H SHARES THAT WILL BE ELIGIBLE FOR ADMISSION INTO CCASS +Subject to the granting of the listing of, and per mission to deal in, the H Shares on the Hong Kong +Stock Exchange and compliance with the stock admiss ion requirements of HKSCC, the H Shares will be +accepted as eligible securities by HKSCC for depos it, clearance and settlement in CCASS with effect +from the date of commencement of dealings in the H Shares on the Hong Kong Stock Exchange or on +any other date as determined by HKSCC. Settlement of transactions between participants of the Hong +Kong Stock Exchange is required to take place in CCASS on the second settlement day after any trading +day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational +Procedures in effect from time to time. +All necessary arrangements have been made en abling the H Shares to be admitted into CCASS. +Investors should seek the advice of their stockbrokers or other professional advisors for details of the +settlement arrangements as such arrangement s may affect their rights and interests. +PROFESSIONAL TAX ADVICE RECOMMENDED +Potential investors in the Global Offering are rec ommended to consult their professional advisors +as to the taxation implications of subscribing for, pur chasing, holding or disposal of, and/or dealing in +the H Shares or exercising rights attached to them . None of us, the Joint Sponsors, the Sponsor-Overall +Coordinators, Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead +Managers, the Capital Market Intermediaries, th e Underwriters, any of their respective directors, +officers, employees, partners, agents, advisors or representatives or any other person or party involved in +the Global Offering accepts responsibility for any ta x effects on, or liabilities of, any person resulting +from the subscription, purc hasing, holding, disposition of, or dealing in, the H Shares or exercising any +rights attached to them. +PROCEDURES FOR APPLICATIO N FOR HONG KONG OFFER SHARES +The procedures for applying for Hong Kong Offer Shares are set out in the section headed ‘‘How +to Apply for Hong Kong Offer Shares ’’ in this Prospectus. +Persons applying for or purchasing H Shares under the Global Offering are deemed, by their +making an application or purchase, to have represented that they are not close associates (as defined +under the Listing Rules) of any of our Directors or any existing Shareholders of our Company or a +nominee of any of the foregoing. +STRUCTURE OF THE GLOBAL OFFERING +Details of the structure of the Global Offering, inc luding its conditions, are set out in the section +headed ‘‘Structure of the Global Offering ’’ in this Prospectus. +EXCHANGE RATE CONVERSION +Solely for your convenience, this Prospectus contains translations among certain amounts +denominated in Renminbi, Hong Kong dollars and U.S. dollars. +Unless indicated otherwise, (i) the translatio ns between Renminbi and U.S. dollars were made at +the rate of RMB6.8109 to USD1.00, (ii) the translations between Hong Kong dollars and Renminbi were +made at the rate of RMB0.8693 to HK$1.00; and (iii) the translations between U.S. dollars and Hong +Kong dollars were made at the rate of HK$7.8353 to USD1.00. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +– 56 – + + +--- page 66 --- +No representation is made that the amounts denominated in one currency could actually be +converted into the amounts denominated in ano ther currency at the rates indicated or at all. +LANGUAGE +If there is any inconsistency bet ween this Prospectus and its Chin ese translation, this Prospectus +shall prevail. However, for ease of reference, the names of the PRC laws and regulations, government +authorities, institutions, natural persons or other enti ties (including certain of ou r subsidiaries) have been +included in this Prospectus in both Chinese and English languages. In the event of any inconsistency, +the Chinese versions shall prevail. +ROUNDING +Certain amounts and percentage figures included in this Prospectus have been subject to rounding +adjustments, or have been rounded to one decimal place. Any discrepancies between totals and sums of +amounts listed in any table, chart or elsewhere in this Prospectus are due to rounding. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +– 57 – + + +--- page 67 --- +DIRECTORS +Executive Directors +Name Address Nationality +Mr. WANG Bin +(王斌)............ +Room 502, Building 11-3 +Yongjinli Residential Community +Yongdinghe Road +Haidian District +Beijing +PRC +Chinese +Mr. XIA Yongtao +(夏永濤) .......... +Room 503, Unit 4, Building 17 +Yuquan Xincheng +Shijingshan District +Beijing +PRC +Chinese +Mr. HAN Lei +(韓磊)............ +Room 702, Building 20 +Unique Garden +Courtyard No. 2 +Laiguangying West Road +Chaoyang District +Beijing +PRC +Chinese +Mr. WANG Zhigang +(王志剛) .......... +Room 901, Building 7-1 +Feicuiwan Community West Area +Kecheng District +Quzhou +Zhejiang Province +PRC +Chinese +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +– 58 – + + +--- page 68 --- +Non-executive Directors +Name Address Nationality +Mr. DONG Zhendong +(董振東) .......... +Room 1303, Building 5 +MixC +Shangcheng District +Hangzhou +Zhejiang Province +PRC +Chinese +Mr. KONG Deren +(孔德仁) .......... +Room 702, No. 11 +Lane 1288 +Tianyaoqiao South Road +Xuhui District +Shanghai +PRC +Chinese +Independent non-executive Directors +Name Address Nationality +Dr. SUN Song +(孫松)............ +Room 1501, Building 1-1 +2F e n g x i a nR o a d +Shinan District +Qingdao +Shandong Province +PRC +Chinese +Ms. FAN Xinpeng +(范新鵬) .......... +82 Greenfield Villa +Ngau Liu +Sai Kung NT +Hong Kong +Chinese +(Hong Kong) +Ms. SONG Xiumei +(宋秀梅) .......... +N o .7 ,1 0 t hF l o o r ,T o w e r1 +No. 24 Zhanlan Road +Xicheng District +Beijing +PRC +Chinese +See ‘‘Directors and Senior Management ’’ for further details of our Directors. +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +– 59 – + + +--- page 69 --- +PARTIES INVOLVED IN THE GLOBAL OFFERING +Joint Sponsors CITIC Securities (Hong Kong) Limited +18/F, One Pacific Place +88 Queensway +Hong Kong +China Securities (Internat ional) Corporate Finance +Company Limited +18/F, Two Exchange Square +8 Connaught Place, Central +Hong Kong +Sponsor-Overall Coor dinators CLSA Limited +18/F, One Pacific Place +88 Queensway +Hong Kong +China Securities (Internat ional) Corporate Finance +Company Limited +18/F, Two Exchange Square +8 Connaught Place, Central +Hong Kong +Overall Coordinators, Joint Global +Coordinators, Joint Bookrunners and +Joint Lead Managers +CLSA Limited +18/F, One Pacific Place +88 Queensway +Hong Kong +China Securities (Internat ional) Corporate Finance +Company Limited +18/F, Two Exchange Square +8 Connaught Place, Central +Hong Kong +China Industrial Securi ties International +Capital Limited +32/F, Infinitus Plaza +199 Des Voeux Road Central +Hong Kong +Huafu International Securities Limited +Units 2603 –2606 +26/F, Infinitus Plaza +199 Des Voeux Road Central +Sheung Wan, Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +– 60 – + + +--- page 70 --- +Capital Market Intermediaries CLSA Limited +18/F, One Pacific Place +88 Queensway +Hong Kong +China Securities (Internat ional) Corporate Finance +Company Limited +18/F, Two Exchange Square +8 Connaught Place, Central +Hong Kong +China Industrial Securi ties International +Capital Limited +32/F, Infinitus Plaza +199 Des Voeux Road Central +Hong Kong +Huafu International Securities Limited +Units 2603 –2606 +26/F, Infinitus Plaza +199 Des Voeux Road Central +Sheung Wan, Hong Kong +Legal advisors to our Company As to Hong Kong and United States laws: +Herbert Smith Freehills Kramer +23/F, Gloucester Tower +15 Queen ’s Road Central +Hong Kong +As to PRC law: +Tian Yuan Law Firm +Suite 509, Tower A +Corporate Square, +35 Financial Street, Xicheng District +Beijing +PRC +Legal advisors to the Joint Sponsors and +the Underwriters +As to Hong Kong laws: +Jingtian & Gongcheng LLP +Suites 3203 –3207, 32/F, Edinburgh Tower +The Landmark +15 Queen ’s Road Central +Hong Kong +As to PRC law: +Grandall Law Firm +25–28/F, Suhe Centre +99 North Shanxi Road +Shanghai +PRC +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +– 61 – + + +--- page 71 --- +Auditor and Reporting Accountant PricewaterhouseCoopers +Certified Public Accountants +Registered Public Interest Entity Auditor +22/F, Prince ’s Building +Central +Hong Kong +Independent Biological Assets Valuer AVI STA Asset Appraisal (Beijing) Co., Ltd +Unit 2505, 25/F, Block C +Sino-Ocean Office Park +No. 5 South Jinghua Road +Chaoyang District +Beijing +PRC +Industry Consultant China Insights Industry Consultancy Limited +10F, Block B, Jing ’an International Center +88 Puji Road +Jing ’an District +Shanghai +PRC +Compliance Advisor Red Solar Capital Limited +Unit 402B, 4/F, China Insurance Group Building +No. 141 Des Voeux Road +Central +Hong Kong +Receiving Banks Bank of China (Hong Kong) Limited +1 Garden Road +Hong Kong +China CITIC Bank International Limited +80 Floor, International Commerce Centre +1 Austin Road West, Kowloon +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +– 62 – + + +--- page 72 --- +Registered Office 2/F +55 Pailing South Road +Qiandaohu Town +Chunan County +Hangzhou +Zhejiang Province +PRC +Headquarters and Principal Place +of Business in the PRC +No.1 Xunlong Road +Shishi Township +Kecheng District +Quzhou +Zhejiang Province +PRC +Principal Place of Business +in Hong Kong +Room 1915, 19/F +Lee Garden One, 33 Hysan Avenue +Causeway Bay +Hong Kong +Company ’sW e b s i t e +www.kalugaqueen.com +(The information contained in this website does not form +part of this Prospectus) +Joint Company Secretaries Mr. XU Pengfei ( 許鵬飛) +2/F +55 Pailing South Road +Qiandaohu Town +Chunan County +Hangzhou +Zhejiang Province +PRC +Ms. CHEUNG Hin Kiu ( 張顯翹) +Room 1915, 19/F +Lee Garden One, 33 Hysan Avenue +Causeway Bay +Hong Kong +Authorized Representatives Mr. WANG Bin ( 王斌) +Room 502, Building 11-3 +Yongjinli Residential Community +Yongdinghe Road +Haidian District +Beijing +PRC +CORPORATE INFORMATION +– 63 – + + +--- page 73 --- +Mr. XU Pengfei ( 許鵬飛) +2/F +55 Pailing South Road +Qiandaohu Town +Chunan County +Hangzhou +Zhejiang Province +PRC +Audit Committee Ms. FAN Xinpeng ( 范新鵬) (Chairlady) +Mr. DONG Zhendong ( 董振東) +Ms. SONG Xiumei ( 宋秀梅) +Nomination Committee Dr. SUN Song ( 孫松) (Chairman) +Ms. SONG Xiumei ( 宋秀梅) +Mr. KONG Deren ( 孔德仁) +Remuneration and Appraisal Committee Ms. SONG Xiumei ( 宋秀梅) (Chairlady) +Ms. FAN Xinpeng ( 范新鵬) +Mr. DONG Zhendong ( 董振東) +Strategy Committee Mr. WANG Bin ( 王斌) (Chairman) +Mr. DONG Zhendong ( 董振東) +Mr. KONG Deren ( 孔德仁) +Dr. SUN Song ( 孫松) +Ms. FAN Xinpeng ( 范新鵬) +HS h a r eR e g i s t r a r Tricor Investor Services Limited +17/F, Far East Finance Centre +16 Harcourt Road +Hong Kong +Principal Bank Bank of China Chunan Branch +No. 92 Xin ’an Street +Qiandaohu Town, Chunan County +Hangzhou +China +CORPORATE INFORMATION +– 64 – + + +--- page 74 --- +The information presented in this section, unless otherwise indicated, is derived from various +official government publications and other publications and from the market research report +prepared by China Insights Consultancy, whic h we commissioned. However, information and +statistics from official government sources have not been independently verified by us or any other +parties involved in the Global Offering and no r epresentation is given as to their accuracy. +OVERVIEW OF GLOBAL FINE FOOD INDUSTRY +Market Overview +Fine food refers to premium food products distinguished by superior quality, distinctive flavors, +and exceptional nutritional or cultural value. Typical categories include caviar, black truffles, foie gras, +bluefin tuna, bird ’s nest, abalone, and matsutake mushrooms. These products are often region-specific +and relatively scarce, with stringent requirements for selection, production, and processing to ensure +quality and safety, thereby commanding premium p rices. They emphasize na turalness, health, and +traceability, and often embody distinctive cultural or regional characteristics. According to Fondazione +Altagamma and CIC, the global fine food market was valued at approxima tely RMB354.4 billion in +2020 and increased to RMB588.2 billion in 2025, re presenting a CAGR of 10.7% during this period. +With rising income levels and growing health awareness, consumer demand for fine food is increasingly +driven not only by taste and status, but also by a desire for products that are healthy, natural, and of +high quality. The global fine food market is proj ected to reach approximately RMB784.7 billion by +2030, representing a CAGR of 5.9% from 2025 to 2030. +Market Drivers +Modern information technology, i ntelligent equipment, and biologi cal breeding are increasingly +promoting the standardization, scal ability, and industrialization of fin e foods. In additio n, breakthroughs +in cold-chain logistics and food preservation technologies have significantly improved product freshness +and safety, supporting cross-regional and long-distance delivery. At the same time, fine food product +development has become increasingly diversified and innovation-driven, featuring cross-category +integration and creative forms that stimul ate consumer interest and purchase intent. +The continuous expansion of the emerging middle class and the upgrading of consumption +attitudes have substantially increased consumer awa reness and acceptance of fine foods. Meanwhile, the +pursuit of diverse, balanced, and nutrition-orient ed diets is fueling demand for fine foods with high +nutritional value. Moreover, Generation Z, as an emerging core consumer group, is reshaping +consumption patterns through its mu lticultural perspective, global outl ook, confidence in local cultural +identity, and preference for self-expression, self-i ndulgence, and emotion-driven consumption. This +generation is accelerating the evolution of food consumption toward personalization, everyday +accessibility, refinement, and experiential enjoyme nt, positioning itself as a leading force in defining +future consumption trends. +INDUSTRY OVERVIEW +– 65 – + + +--- page 75 --- +OVERVIEW OF GLOBAL AND CHINA CAVIAR INDUSTRY +Definition and Classification +Within the fine food category, caviar is distinguishe d for its exquisite flavor, delicate texture, and +refined sensory experience. According to the Codex Alimentarius Commission (CAC), caviar refers +exclusively to the roe obtained from mature female sturgeon, which is processed and lightly salted for +preservation. Internationally, only roe derived fro m sturgeon is recognized as true caviar, while products +made from the roe of other fish species are considered ‘‘caviar substitutes. ’’ These substitutes differ +markedly from genuine caviar in terms of texture, fl avor, quality, and nutritional composition. Caviar +typically appears in shades of black, gray, brown, or yellow, with rare golden varieties. It features firm, +glossy grains and a distinctive aroma that varies subtly depending on the sturgeon species. The main +categories of caviar include: +. Beluga caviar: Derived from the roe of mature beluga st urgeon, pearl-gray or metallic-gray +in color, with plump, elastic grains of 3.2 mm or above in diameter and an intense buttery +aroma. +. Kaluga caviar: Derived from the roe of mature kaluga sturgeon, typically yellowish-brown +or brownish-gray, featuring large and uniform grains of 3.2 mm or above, with a rich and +mellow flavor with distinct milky notes and long, lingering aftertaste. +. Russian sturgeon caviar: Derived from the roe of mature Russian sturgeon, generally +brownish-yellow or grayish-yellow, with rounded grains of 3.0 mm or above, elastic +membranes, and a layered taste accented by a subtle nutty aroma. +. Hybrid sturgeon caviar: Derived from the roe of mature hybrid sturgeon, amber or +brownish-yellow in appearance, with resilient grains over 3.0 mm in diameter, a full-bodied, +creamy flavor, and lingering richness on the palate. +. Amur sturgeon caviar: Derived from the roe of mature Amu r sturgeon, deep brownish-gray +to grayish-black, with grains exceeding 2.9 mm in diameter, a smooth, delicate texture, and a +slightly fruity aroma. +. Siberian sturgeon caviar: Derived from the roe of mature S iberian sturgeon, typically +grayish-brown and translucent, with grains exceeding 2.8 mm in diameter, a soft, melt-in-the- +mouth texture, and a cle an, refreshing flavor. +Nutritional Value +Caviar is naturally rich in high-quality proteins, uns aturated fatty acids, essential minerals, trace +elements, and vitamins, offering both nutritional and functional value. +According to the USDA, caviar contains appr oximately 24.6 g of protein per 100 g, primarily +comprising soluble yolk proteins, high-phosphorus proteins, and insoluble collagen. Essential amino +acids account for about 20% of total protein, while th e ratio of semi-essential and non-essential amino +acids remains well balanced. +Caviar is an excellent source of high-quality unsat urated fatty acids, including oleic acid, DHA +(docosahexaenoic acid, approximately 3.8 g per 100 g) and EPA (eicosapentaenoic acid, approximately +2.7 g per 100 g), according to the USDA. DHA and EPA are vital components of modern nutrition, +promoting brain development, protecting visio n, regulating lipid metabolism, and supporting +cardiovascular health. +INDUSTRY OVERVIEW +– 66 – + + +--- page 76 --- +Caviar contains abundant minerals and trace elements, mainly including calcium, iron, copper, +magnesium, zinc, potassium, and selenium, which help maintain bone health, enhance haematopoietic +function, regulate the nervous system, and strengthen antioxidant defense mechanisms. +Caviar is rich in vitamin A (supports vision and immune function), vitamin D (aids calcium +absorption and regulates calcium-phosphorus metabolism), and B vitamins (which support energy +metabolism and nerve repair). +Development History +The evolution of caviar from wild capture to mod ern aquaculture also reflects the shift of the +global caviar value chain from overseas to China. +Prior to the 21st century, the global caviar industry depended heavily on wild sturgeon resources, +with Russia and Iran along the Caspian Sea serving as the traditional heartlands of production. +In the early 21st century, the rapid depletion of wild sturgeon populations attracted worldwide +concern. By 2010, CITES had imposed a global ban on the international trade of wild sturgeon products, +followed by legislation in the European Union and th e United States prohibiting the sale of wild caviar +in domestic markets. Consequen tly, wild caviar has been phased out from legal market circulation +worldwide. +To address the imbalance between supply and demand, CITES allowed the regulated commercial +use of sturgeon species listed under Appendix II, enc ouraging aquaculture as a s ustainable alternative. +Global farmed sturgeon production has entered a stage of rapid expansion and industrialization. China, +in particular, has emerged as a global leader, achieving significant breakthroughs in species breeding, +large-scale aquaculture, and fine processing. Today, farmed sturgeon products have entirely replaced +wild sources, forming the mainstream supply for the global caviar market. +Industry Chain +The caviar industry chain consists of the fo llowing core segments and key participants: +. Raw material suppliers: Primarily responsible for providing sturgeon and feed. In addition +to external procurement of sturgeon, leading enterprises have established self-operated +aquaculture bases, ensuring a stable and tra ceable supply of high-quality raw materials. +. Sturgeon aquaculture and processing enterprises: This segment includes breeding bases and +processing facilities responsible for fry breeding, sturgeon aqu aculture, disease prevention +and control, and product processing. The global high-end caviar market mainly adopts the +traditional slaughtering method for roe ext raction, which account s for over 90% globally, +while the penetration rate of non-lethal harv esting methods are below 10%. The traditional +method takes approximately 10-15 minutes per processing cycle, is suitable for continuous +mass production, and is supported by mature techniques and relatively low short-term overall +costs. Non-lethal harvesting methods take approximately one hour per fish and requires +anaesthesia, hormone induction and post-operative care. Its short-term overall cost is +approximately 40%-50% higher than that of the traditional method, and its advantage of +repeated harvesting is partially offset by additio nal operating and maintenance costs. In terms +of effectiveness, the traditional method better p reserves the integrity, stable flavour and high +quality of the roe, meeting the requirements of the high-end market. By contrast, non-lethal +harvesting methods are more likely to cause roe breakage and fluid loss, so the flavor and +quality are inferior to caviar harvested using tra ditional methods, making it more difficult to +INDUSTRY OVERVIEW +– 67 – + + +--- page 77 --- +maintain and therefore gain acceptance among mainstream high-end customers and accepted +only by a small segment of the mid- to low-end market. The industry is characterized by high +technical barriers and long production cycles. Leading enterprises typically control access to +water surface resources, fishery assets, fee d formulations, and aquaculture management +technologies, giving rise to a strong concentr ation effect and a highly consolidated market. +. Sales channels: Following processing, producers general ly sell either directly to customers +or through brand operators and trading compan ies. Major sales channels include retail, +catering, e-commerce, airlines, and luxury cruise lines. The consumer base has expanded to +emerging middle-class families seeking refi ned and quality lifestyles. Meanwhile, the +consumption is extending to Generation Z consumers, reflecting a diversified and evolving +demand structure. +Market Size +According to FAO, global sturgeon catches reached a historical peak in 1977, with worldwide +caviar sales volume totalling appr oximately 1,988 tons but declinin g sharply to 280 tons by 1997 due to +resource depletion and conservation efforts. Since the beginning of the 21st century, the supply of +farmed caviar has gradually expanded; however, due to the long investment cycle and high capital +intensity of sturgeon aquaculture, global caviar supply has remained well below historical levels, +resulting in a persistent undersupply in the market. G lobal caviar sales volu me amounted to 808.4 tons +in 2025 and is projected to reach 1,343.9 tons by 2030, representing a CAGR of 10.7%, which still +remains significantly lower than that of 1977, refl ecting a substantial supply-demand imbalance. China +is currently the world ’s largest producer of caviar. In 2025, its sales volume reached 436.8 tons, +accounting for 54.0% of global output. China is expected to remain the primary driver of global caviar +production growth, with output projected to increase to 898.2 tons by 2030, representing a CAGR of +15.5% and 66.8% of global supply. China ’s export price of caviar increased from RMB1,613 per kg in +2020 to RMB2,185 per kg in 2025, and is anticipated to reach RMB2,736 per kg by 2030. +Global caviar market size by production region, in terms of sales volume, 2020 –2030E +15.7% 10.7% +26.8% 15.5% +8.3% 3.1% +4.4% 3.8% +9.5% 6.2% +0 +200 +400 +600 +800 +1,000 +1,200 +1,400 +40.5 43.4 45.4 54.5 59.5 70.3 71.6 73.8 75.253.5 56.1 62.2 62.9 63.3 66.5 69.5 73.1 75.8 77.6 +165.0 182.0 195.0 216.0 232.0 245.6 249.1 270.8 274.8133.3 +266.7 296.0 320.7 379.3 +436.8 +503.6 600.5 +694.1 +792.6 +281.2 +37.9 +389.6 +545.3 +596.7 645.0 +729.2 +808.4 +892.5 +1,016.0 +1,118.4 +1,226.6 +80.3 +80.0 +898.2 +285.4 +1,343.9 +China +tons +EU +Russia +ROW +Overall +2030E2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E +CAGR +2020–2025 +CAGR +2025–2030E +Sources: FAO, EUMOFA, FEAP, CITES, China Customs, CIC Report +INDUSTRY OVERVIEW +– 68 – + + +--- page 78 --- +China ’s caviar export price, 2020 –2030E +1,500 +2,000 +2,500 +3,000 +1,613 1,689 +1,934 +2,114 2,163 2,2952,185 +2,409 +2,530 +2,656 +2,736 +RMB per kg +2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030 E +Sources: China Custom, CIC Report +From a consumption perspective, the European Union, the U.S., and Russia represent the +traditional caviar consumption markets, where demand has continued to grow steadily. China ’sc a v i a r +market has grown rapidly, with sales volume rising from 10.7 tons in 2020 to 74.5 tons in 2025, +representing a CAGR of 47.5%, and is expected to continue expanding at a CAGR of 19.5% to reach +181.3 tons by 2030. Growing markets — including the Middle East, Japan, Southeast Asia, and South +America — are expanding rapidly, supported by economic growth and the increasing popularization of +caviar consumption culture. For Middle East, the conflicts and unc ertainties may temporarily weaken +caviar demand and customs clearance, but as the overall revenue of caviar in this region currently is +relatively low, the overall risk remains manageable . As for Japan, although there remains geopolitical +tensions between Japan and the PRC, the impacts on the demand of caviar are very limited. Caviar sales +in the rest of the world are expected to grow at a CAGR of 13.5% from 2025 to 2030, outpacing the +global average growth rate, reaching approximately 303.3 tons by 2030. In the rest of the world, caviar +consumption in Japan, Singapore, and the Middle East grew from 18.1 tons, 1.6 tons, and 6.7 tons in +2020 to 42.0 tons, 3.5 tons, and 25.2 tons in 2025, representing a CAGR of 18.3%, 17.0%, and 30.4%, +respectively. Projections indicate that consumption will reach 76.8 tons, 5.9 tons, and 52.5 tons by 2030, +representing a CAGR of 12.8%, 11.1%, and 15.8% during 2025 to 2030, respectively. +INDUSTRY OVERVIEW +– 69 – + + +--- page 79 --- +Global caviar market size by consumption region, in terms of sales volume, 2020 –2030E +62.5 93.0 99.8 111.4 143.2 161.1 194.5 210.2 238.4 269.363.8 68.4 75.9 76.6 77.1 82.1 +88.7 94.9 101.3 +108.2 +107.8 +157.7 168.4 176.4 +196.4 215.5 +221.5 +263.9 +285.2 +306.7 +144.8 +203.6 +223.0 235.6 +255.5 +275.2 +296.6 +336.6 +361.8 +387.6 +44.9 +56.9 +74.5 +91.1 +110.3 +131.6 +154.9 +10.7 +22.7 +29.6 +389.6 +545.3 +596.7 +645.0 +729.2 +808.4 +892.5 +1,016.0 +1,118.4 +1,226.6 +303.3 +117.5 +328.8 +413.0 +181.3 +1,343.9 +15.7% 10.7% +47.5% 19.5% +13.7% 8.5% +14.8% 8.8% +5.2% 7.4% +20.8% 13.5% +0 +200 +400 +600 +800 +1,000 +1,200 +1,400 +tons +China +EU +U.S. +Russia +ROW +Overall +CAGR +2020–2025 +CAGR +2025–2030E +2030E2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E +Sources: FAO, EUMOFA, FEAP, CITES, China Customs, CIC Report +China ’s caviar consumption is currently in a rapid de velopment phase, with caviar culture still in +the process of cultivation. Per cap ita caviar consumption in China is still significantly lower than in +traditional consumption markets: in 2024, it was only 0.04 g, compared with 0.57 g in the European +Union, 0.58 g in the U.S., and 0.54 g in Russia, indi cating substantial room for growth. With the steady +improvement in consumers ’ purchasing power, China ’s fine food market has been expanding rapidly. As +consumers become increasingly receptive to rare and innovative foods, caviar awareness and acceptance +have grown notably, and consumption scenarios have expanded from high-end catering to premium +supermarkets and e-commerc e platforms. Overall, China ’s caviar market is transitioning from a ‘‘niche +luxury ’’ product towards a ‘‘refined everyday experience ’’, with steadily rising market penetration. +Caviar consumption channels are primarily cate gorized into retail, catering, e-commerce, and +others (such as airlines and cruise lines). Catering remains the dominant channel, accounting for 61.0% +of global caviar consumption in 2025, with total sales volume of approximately 492.9 tons. Retail sales +have also been growing steadily, rising from 114.6 tons in 2020 to 194.9 tons in 2025, representing a +CAGR of 11.2% from 2020 to 2025. Driven by end-consumer demand, e-commerce has emerged as a +fast-growing channel, with sales volume increasing from 33.2 tons in 2020 to 93.3 tons in 2025, +representing a CAGR of 22.9%. With the continued pro liferation of e-commerce platforms and growing +individual consumption, e-commerce caviar sales are expected to reach 195.5 tons by 2030, representing +a CAGR of 15.9%. Other channels, such as airlin es and luxury cruise lines, are increasingly +incorporating caviar into their offerings as a brand highlight and to enhance customer experience. As +supply capacity improves, sales volume through these channels is projected to reach 69.4 tons by 2030, +representing a CAGR of 20.5% from 2025 to 2030. +INDUSTRY OVERVIEW +– 70 – + + +--- page 80 --- +Global caviar market size by sales channel, in terms of sales volume, 2020 –2030E +0 +200 +400 +600 +800 +1,000 +1,200 +1,400 +49.5 57.8 66.6 80.2 93.3 108.1 129.2 149.2 171.7232.1 +326.7 359.7 391.1 444.8 +492.9 543.8 +618.5 +680.0 +744.5 +114.6 +154.7 162.9 +168.8 +182.3 +194.9 +206.7 +225.0 +235.5 +244.1 +33.2 43.4 53.7 66.2 +195.5 +824.7 +254.2 +69.49.8 14.3 16.4 18.5 21.9 27.3 33.9 +15.7% 10.7% +11.2% 5.5% +16.3% 10.8% +22.9% 15.9% +22.8% 20.5% +389.6 +545.3 +596.7 645.0 +729.2 +808.4 +892.5 +1,016.0 +1,118.4 +1,226.6 +1,343.9 +tons +CAGR +2020–2025 +CAGR +2025–2030E +Retail +Catering +E-commerce +Others +Overall +2030E2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E +Sources: FAO, EUMOFA, FEAP, CITES, China Customs, CIC Report +In China, the catering channel a ccounts for approximately 73.3 % of total sales in 2025, with a +sales volume of 54.6 tons, and is projected to reach 127.6 tons by 2030, representing a CAGR of 18.5%. +As consumer awareness and acceptance of caviar continue to increase, consumption is expected to +expand further among individual consumers. Retail and e-commerce channels targeting the end- +consumer market are anticipated to experience rapid growth. E-commerce sales volume is projected to +increase from 9.5 tons in 2025 to 29.0 tons in 2030, representing a CAGR of 25.1%, while retail sales +volume is expected to grow from 9.7 tons in 2025 to 22.8 tons in 2030, representing a CAGR of 18.7% +over the same period. +INDUSTRY OVERVIEW +– 71 – + + +--- page 81 --- +Consumption of China ’s caviar industry, by sales channels, 2020 –2030E +0 +50 +100 +150 +200 +5.2 6.8 9.5 12.3 15.7 19.9 24.8 +8.0 16.9 22.0 +33.3 42.2 +54.6 66.1 +79.2 +93.5 +108.9 +6.0 +7.4 +9.7 +11.9 +14.3 +16.9 +19.7 +1.5 +1.10.1 +3.1 +2.40.2 +4.0 +3.30.3 0.4 0.5 0.7 0.9 1.1 1.3 1.6 +22.7 29.6 +44.9 +56.9 +10.7 +91.1 +110.3 +131.6 +154.9 +29.0 +127.6 +22.8 +1.8 +181.3 +74.5 +47.5% 19.5% +45.1% 18.7% +47.0% 18.5% +53.6% 25.1% +49.4% 20.6% +2030E2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E +tons +Retail +Catering +E-commerce +Others +Overall +CAGR CAGR +2020–2025 2025 –2030E +Sources: FAO, EUMOFA, FEAP, CITES, China Customs, CIC Report +Market Drivers +Overall, the industry ’s development is driven by supply advancement, demand expansion, channel +diversification, product innovation, and policy support. +. Steady maturation of sturgeon aquaculture systems: Continuous advances in aquaculture +technologies and genetic breeding have completely freed caviar production from dependence +on wild resources. Countries such as China and Italy have developed large-scale and well- +structured aquaculture systems that enhance production efficiency, roe quality, and supply +stability. For example, China ’s caviar production has already increased from approximately +133 tons in 2020 to around 437 tons in 2025, and is expected to grow to around 898 tons by +2030. Advanced supply laid a solid foundation for sustainable industry growth. +. Demand expansion as the key growth driver: (i) Geographically, mature markets have well- +established caviar consumption cultures. In growing markets such as China and Japan, caviar +culture is still developing rapidly. (ii) In the to-B segments, as prices become more +accessible, caviar consumption has expanded, through restaurants, banquets and other +premium dining occasions. China ’s caviar consumption through catering has increased by +nearly six times over the past five years. In the to-C segments, rising demand from the new +middle class pursuing refined lifestyles, toge ther with the promotion of the creative caviar +dining by leading enterprises, is fueling experience-driven consumption, particularly among +Generation Z, thereby driving robust market expansion. Taking China ’s middle-class for +example, the population has increased fro m 144.6 million in 2020 to 329.4 million in 2025 +and their caviar consumption has increased from 0.07 g per person in 2020 to 0.23 g per +person in 2025, and is expected to rise to 0.37 g per person by 2030. +INDUSTRY OVERVIEW +– 72 – + + +--- page 82 --- +. Product innovation stimulates purchasing desire: To cater to diverse consumer groups, +tastes, and consumption scenarios, caviar products are evolving through diversification and +cross-category innovation. New offerings such as caviar skincare products, caviar ice cream, +caviar mooncakes, and caviar chocolates are bringing caviar closer to mainstream consumers, +effectively stimulating purchase intent, broadening consumption occasions, and nurturing +caviar culture. The market size of global and China ’s other caviar-related products, in terms +of retail sales value, grew from RMB2.6 b illion and RMB0.7 billion in 2020 to RMB14.7 +billion and RMB4.5 billion in 2025, showin g a CAGR of 41.6% and 46.8%, respectively. +The market size is projected to increase to RMB26.1 billion and RMB9.1 billion by 2030 at a +CAGR of 12.2% and 15.0% during 2025 to 2030, respectively. +. Policy support underpins industry development: National policies promoting rural +revitalization, modern aquaculture, cold-chain logistics, and agricultural product processing +have provided favorable conditions for the caviar industry in areas such as aquaculture base +construction, processing capacity enhancem ent, and brand internationalization. China ’s +Comprehensive Rural Revitalization Plan (2024 –2027) emphasizes accelerating the +development of modern agriculture, enhancing agricultural infrastructure, and strengthening +agricultural technology. The Ministry of Agriculture and Rural Affairs stated in 2025 that +efforts should be made to accelerate the deve lopment of facility-based aquaculture and in +2026 proposed advancing the high-quality devel opment of the fisheries sector, including +enhancing the supply capacity and quality of farmed aquatic products through the application +of related technologies and equipment. +Future Trends +Future development will focus on broadening the consumer base, upgrading consumption +scenarios, leveraging technology, promoting sustainable governance, and reshaping the global market +landscape. +. Chinese brands accelerating their expansion into global premium markets: China is +undergoing a structural transformation from ‘‘export-oriented contract manufacturing ’’ to +‘‘independent brands going global. ’’ Chinese caviar enterprises are actively integrating into +international channels through technological upgrades and brand building, targeting high-end +markets in Europe, the U.S., Japan, and the Middle East. +. Innovative caviar consumption experiences expanding the consumer base and redefining +consumption scenarios: This concept bridges the gap between caviar and mainstream +consumers, extending its reach from traditiona l high-net-worth individuals to the new middle +class, younger consumers, and experience-driven users. Generation Z, in particular, +demonstrates strong purchasing desire and spending power. Continuous product innovation is +also reshaping consumption scenarios. For example, caviar sushi and roast duck with caviar +have gained popularity in Japanese and creativ e Chinese cuisine. Overall, caviar consumption +is expected to grow steadily across diverse consumer groups and scenarios, driven by +continuous innovation and generational renewal. +. AI and digitalization enhancing industry chain efficiency: Emerging technologies such as +intelligent aquaculture are increasingly penet rating the caviar industry chain. From sturgeon +breeding and water quality monitoring to auto mated feeding, oxygenatio n, drainage, maturity +prediction for roe harvesting, automated roe gr ading, and cold-chain t raceability, intelligent +systems are improving both aquaculture efficiency and product consistency. AI-enabled +quality digitalized supply chains will drive cos t optimization, opera tional efficiency, and +quality enhancement. +INDUSTRY OVERVIEW +– 73 – + + +--- page 83 --- +. Sustainability becoming a core ele ment of brand competitiveness: The caviar industry is +placing greater emphasis on ecological aquaculture, water conservation, and animal welfare. +International certifications such as CITES a nd ASC (Aquaculture Stewardship Council), +along with ESG disclosure mechanisms, are increasingly regarded as essential entry +credentials for high-end markets. Brands tha t possess green certif ications, traceability +systems, and the ability to communicate sustain ability values will command greater consumer +trust and stronger market competitiveness in the evolving global landscape. +COMPETITIVE LANDSCAPE +The top five global caviar enterprises accounted for approximately 57.7% of total sales volume. +Based on sales volume in 2025, the Company was the world ’s largest caviar company, with a 36.1% +share of global caviar sales. The Company ’s caviar sales accounted for over 30% of the global market +for five consecutive years from 2021 to 2025, and it ranked first globally in terms of sales volume for +11 consecutive years from 2015 to 2025. +Ranking +Top five companies in the global caviar industry, in terms of sales volume, 2025 +Ranking Company +Caviar sales +volume, 2025 (ton) +Market share in +the global caviar +market, 2025 Headquarters +1T h e C o m p a n y ......... 292 36.1% China +2 C o m p a n yA ........... ~ 6 5 ~ 8 . 0 % C h i n a +3 C o m p a n yB ........... ~ 5 0 ~ 6 . 2 % P o l a n d +4 C o m p a n yC ........... ~ 3 5 ~ 4 . 3 % I t a l y +5 C o m p a n yD ........... ~ 2 5 ~ 3 . 1 % F r a n c e +T o pf i v ec o m p a n i e s...... ~ 4 6 7 ~ 5 7 . 7 % +Total ................ 808 100% +Source: CIC Report +Notes: Company A is a non-listed company established in 2006 in Sichuan Province, China and its caviar products mainly +cover kaluga caviar, Russian sturgeon caviar, hybrid sturgeon caviar, Amur sturgeon caviar and Siberian sturgeon +caviar. +Company B is a non-listed company established in 2014 in Poland, and its caviar products mainly cover Siberian +sturgeon caviar and Russian sturgeon caviar. +Company C is a non-listed company established in Italy which began its first cavia r production in 1992, and its +caviar products mainly cover white sturgeon caviar and beluga caviar. +Company D is a non-listed company established in France which established its own farmed sturgeon plant in the +1990s, and its caviar products mainly cover Siberian sturgeon caviar and Russian sturgeon caviar. +Key Success Factors and Entry Barriers +The sturgeon and caviar industry is typically long-cycle, high-barrier, and technology-intensive. +Enterprises must overcome multiple challenges rela ted to technology, environm ent, capital intensity, +product quality, regulatory complian ce, and full value-chain integration. +INDUSTRY OVERVIEW +– 74 – + + +--- page 84 --- +. Technical barrier: Sturgeon breeding, ecological aquaculture, and caviar processing require +highly specialized expertise and long-term R&D investment. Sturgeon are polyploid species, +making genetic improvement extremely complex. E ffective breeding requires the integration +of traditional family-based selection with mo dern molecular marker-assisted breeding +technologies, both time-consuming and capita l-intensive processes. Currently, only a limited +number of domestic research institutions and lea ding enterprises have established stable +genetic breeding systems. Moreover, early- stage sex identification and segregation +technologies help reduce feed waste and space us age while enabling earlier optimization of +production and cash flow. +. Environmental barrier: Sturgeon aquaculture is highly region-dependent, with stringent +ecological requirements for wa ter bodies, climate, and other environmental conditions. +Factors such as water temperature, quality, volume, and ambient air temperature directly +affect sturgeon survival and growth rates. As a cold-water species, sturgeon ’s best living +water temperature is between 18°C to 25°C. Moreover, water quality plays a decisive role in +determining the flavor, grain size, and overall quality of caviar. As such, enterprises must +rigorously test indicators such as water temperature, dissolved oxygen, flow rate, and water +exchange, in order to select high-quality farm ing environments that best meet the growth +conditions of sturgeon. +. Long aquaculture cycles and high capital barrier: Sturgeon is a typical long-cycle +aquaculture species, requiring seven to 15 y ears from fry to mature females suitable for +caviar processing. This necessitates enterprises to plan their raw material reserves years in +advance, continuously investing in capital, feed, and management resources while bearing +substantial time and financial costs. +. Product quality barrier: As a premium consumer product, caviar quality is the foremost +determinant of brand competitiveness. Without c onsistent high-quality output, a brand cannot +gain market recognition. As a globally traded food product, caviar must also comply with +stringent import and export regulations and international certifications such as BRC, IFS, and +HACCP, as well as full traceability systems required by markets in Europe and the U.S. +. Regulatory and qualification barrier: Sturgeons are listed under CITES Appendix II, +meaning commercial developments and exports are subject to quota controls and licensing +requirements. In China, exporters must comp ly with the Wildlife Protection Law of the PRC, +obtain approvals from the Endangered Species Scientific Commission, and register with the +CITES Secretariat. Only enterprises with leg itimate breeding sources, high-quality breeding +environment, stable aquaculture systems, a nd full compliance qualifications can engage in +international trade, restricting export e ligibility to a small number of enterprises. +. Full value-chain capability barrier: Mastering the entire chain requires significant time, +capital, and interdisciplinary expertise, inclu ding both aquaculture know-how and operational +management capabilities. Comp anies with vertically integrat ed operations across the full +value chain are better positioned to m aintain long-term competitiveness. +COST ANALYSIS +Feed is the major cost component in sturgeon aquaculture, with fishmeal being the primary raw +material of the feed. The price of fishmeal was approximately USD1,433.0 per ton in 2020 and +USD1,706.1 per ton in 2025, and is expected to remain relatively stable in the foreseeable future. +INDUSTRY OVERVIEW +– 75 – + + +--- page 85 --- +Global fishmeal price, 2020 –2025 +1,433.0 +1,481.0 +1,596.0 +1,815.0 +1,699.0 1,706.1 +2020 2021 2022 2023 2024 2025 +1,000 +1,200 +1,400 +1,600 +1,800 +2,000USD per ton +Source: World Bank +SOURCE OF THE INDUSTRY INFORMATION +We engaged an independent market research consultant, China Insights Consultancy (CIC), to +analyze the global caviar market and prepare a report for use in this document. The report was +commissioned by us at a fee of RMB700,000. CIC compiled the report using data published by +government and non-governmental organizations, as well as through primary and secondary research. +CIC conducted both primary and secondary research using a variety of resources. Primary research +involved interviews with key industry experts and lea ding market participants, while secondary research +involved analyzing multiple publicly available dat a sources, such as the China Customs and the World +Bank. +The forecasts and assumptions contained in the CIC Report are inherently uncertain, as unforeseen +events or combinations of events that cannot be reasonably foreseen, including, but not limited to, +actions by governments, consumers, competitors, and other third parties. Specific factors that could +cause actual results to differ materially include, among others, inherent risks in the global caviar market, +social and economic factors, supply risks, regulatory risks, environmental concerns, labor risks, +financing risks, and force majeure or unpredictable events. Unless otherwise stated, all data and +forecasts in this section are derived from the CIC Report. After making reasonable and prudent +considerations, the directors confirm that, since the date of the CIC Report, there have been no material +adverse changes that would constitute significant lim itations, conflicts or impacts on the overall market +information contained therein. +INDUSTRY OVERVIEW +– 76 – + + +--- page 86 --- +LAWS AND REGULATIONS RELATING TO THE AQUACULTURE INDUSTRY +Pursuant to the Law of the PRC on Agriculture ( 《中華人民共和國農業法》), promulgated by the +Standing Committee of the National People ’s Congress (the ‘‘NPCSC ’’) on July 2, 1993, latest amended +on December 28, 2012, and implemented on January 1, 2013, the State shall also support the +development of agricultural product processing and food industries to increase the added value of +agricultural products. +Aquatic Wildlife Breeding Permit/D omestication and Breeding Permit +The Wildlife Protection Law of the PRC ( 《中華人民共和國野生動物保護法》)( t h e ‘‘Wildlife +Protection Law ’’) was promulgated by the NPCSC on November 8, 1988, and latest amended on +December 30, 2022 and implemented on May 1, 2023. According to the Wildlife Protection Law, the +artificial breeding of wildlife is subject to classifi ed and hierarchical management. The artificial +breeding of wildlife under special state protectio ni ss u b j e c tt oa p p r o v a lb yt h ec o m p e t e n tw i l d l i f e +protection department of the people ’s governments at the provincial, autonomous regional, or municipal +level, and a Wildlife Breeding Permit must be obt ained, with the exception that the State Council +stipulates otherwise for the approval departments . An entity or individual that breeds wildlife under +special state protection without a Wildlife Breedin g Permit will be subject to confiscation of the wild +animals and their products by the competent wildlife protection department of the people ’s government +concerned at or above the county level and will be fined not less than one time but not more than ten +times the value of the wildlife and their products. +Pursuant to the Regulations for the Implementa tion of the Protection of Aquatic Wild Animals of +the PRC (2013 Revision) ( 《中華人民共和國水生野生動物保護實施條例(2013 修訂)》), promulgated and +implemented by the State Council on December 7, 2013, for domestication and breeding of aquatic wild +animals under national Class I protection, a Domes tication and Breeding Permit issued by the fisheries +administrative department under the State Council shall be held; for domestication and breeding of +aquatic wild animals under national Class II protec tion, a Domestication and Breeding Permit issued by +the fisheries administrative department of the people ’s government of the province, autonomous region, +or municipality directly under the Central Governmen t shall be held. Where wild animals, aquatic wild +animals under national key protection are domesticated and bred without obtaining a Domestication and +Breeding Permit or beyond the scope specified in the Domestication and Breedin g Permit, the fisheries +administrative department shall confiscate the ille gal gains and impose a fine of up to RMB 3,000, and +may concurrently confiscate th e aquatic wild animals and revoke the Domestication and Breeding +Permit. +Aquatic Wild Animals Operation and Utiliz ation License and Special Identifier +Pursuant to the Administrative Measures of the PRC on the Licensing for the Utilization of +Aquatic Wildlife ( 《中華人民共和國水生野生動物利用特許辦法》), promulgated by the Ministry of +Agriculture and Rural Affairs (the ‘‘MARA ’’)of the PRC on June 24, 1999, latest amended and +implemented on April 25, 2019, the State Council sti pulates that for the sale, purchase or utilization of +aquatic wildlife under national key protection or their products, which are subject to be approved by the +former Ministry of Agriculture (now reorganized as the MARA of the PRC), an entity or individual shall +apply to the fishery administrative department of the people ’s government at the provincial level for an +Aquatic Wild Animals Operation and Utilization Licen se. An entity or individual that obtained a permit +for the sale, purchase, or utilization of aquatic wild life or their products shall, holding the Aquatic Wild +Animals Operation and Utilization License, complet e filing with the fishery administrative competent +department of the people ’s government at or above the county level at the place of sale or purchase +before conducting such sale, purch ase, or utilization activities. +REGULATORY OVERVIEW +– 77 – + + +--- page 87 --- +Pursuant to the Wildlife Protection Law, for the w ildlife and their products included in the catalog +of artificially bred wildlife under national key prot ection, an entity or individual holding an artificial +breeding permit or filing may, based on the annua l production quantity verified by the competent +wildlife protection department of the people ’s government at the provincial, autonomous regional or +municipal level, or by its authorized department, dir ectly obtain special identifier and sell or utilize such +wildlife and their products with the corresponding marks, to ensure traceability. Any entity or individual +that, without approval, without obtaining or using the special identifier as required, or without holding +or attaching a copy of the artificial breeding perm it, approval document or the special identifier, sells, +purchases, utilizes, transports, carries or posts w ildlife under national key protection or their products, +will be subject to confiscation of the wildlife, their p roducts and illegal gains by the competent wildlife +protection department and the market regulation department of the people ’s government at or above the +county level, which shall order the closure of the illegal operation site and impose a fine not less than +two times but not more than twenty times the value of the wildlife and their products. Where the +circumstances are serious, the artificial breeding permit will be revoked, the approval document +canceled, and the special identifier withdrawn; wh ere a crime is constituted, criminal liability will be +pursued in accordance with the law. +On November 28, 2018, the MARA of the PRC promulgated and implemented the notice on +Standardizing the Approval and Management of Aquatic Animal Species in the Appendices of the +Convention on International Trade in Enda ngered Species of Wild Fauna and Flora ( 《關於規範瀕危野生 +動植物種國際貿易公約附錄水生動物物種審批管理工作的通知》)( t h e ‘‘Notice on Standardizing the +Approval and Management of Aquatic Animal Species in CITES Appendices ’’). According to the +Notice on Standardizing the Approval and Management of Aquatic Animal Species in CITES +Appendices, for aquatic animal spec ies listed in the International T rade in Endangered Species of Wild +Fauna and Flora (the ‘‘CITES ’’) appendices but have not yet been included in the list of nationally +protected wildlife and have only been approved as nationally protected wildlife in their wild +populations, their wild populations will be managed domestically according to their corresponding +protection levels, and artificially bred populations will no longer be considered as nationally protected +wildlife. Those applying for artificial breeding, sa le, purchase and utilization of the above-mentioned +species, whether involving wild populations or artificial breeding populations, shall apply for an +artificial breeding license or business utili zation approval in accordance with the law. +Aquatic Fry and Fingerlings Production Permit +Pursuant to the Fisheries Law of the PRC ( 《中華人民共和國漁業法》)( t h e ‘‘Fisheries Law ’’), +promulgated by the NPCSC on January 20, 1986, latest revised on December 27, 2025 and implemented +on May 1, 2026 and the Administrative M easures on Aquatic Seed Production ( 《水產苗種管理辦法》), +promulgated by the former Ministry of Agriculture of the PRC on June 9, 1992, latest amended on +January 5, 2005 and implemented on April 1, 2005, an entity or individual engaging in the aquatic fry +or fingerlings production shall obtain an Aquatic Fry and Fingerlings Production Permit from the +competent fishery administrative department of the people ’s government at or above the county level, +except for fishery producers that breed and use the aquatic fry or fingerlings for their own use. New +aquatic species must be reviewed and approved by t he National Committee for the Appraisal of Aquatic +Original and Fine Breeds and be promoted only after being announced by the administrative department +for fisheries under the State Council. +Pursuant to the Fisheries Law, where any entity e ngages in the production o f aquatic seeds without +lawfully obtaining an Aquatic Seed Production Li cense, or produces or trades seeds of new aquatic +varieties that have not been approved, it shall be o rdered to cease such illegal activities; the aquatic +seeds and unlawful proceeds shall be confiscated, and a fine ranging from one to ten times the value of +the aquatic seeds shall be imposed. +REGULATORY OVERVIEW +– 78 – + + +--- page 88 --- +LAWS AND REGULATIONS RELATING TO THE FOOD INDUSTRY +Food Safety +On February 28, 2009, the NPCSC promulgated the Food Safety Law of the PRC ( 《中華人民共和 +國食品安全法》)( t h e ‘‘Food Safety Law ’’). On September 12, 2025, the NPCSC further passed a +revised version of the Food Safety Law, and it was implemented on December 1, 2025. The +Implementing Regulations of the Food Safety Law of the PRC( 《中華人民共和國食品安全法實施條例》) +(the ‘‘Implementing Regulation s of the Food Safety Law ’’) was promulgated by the State Council on +July 20, 2009, latest amended on October 11, 2019 and implemented on December 1, 2019. According +to the Food Safety Law and the Implementing Regul ations of the Food Safety Law, any entity engaging +in food manufacturing, food sales, or catering servi ces shall obtain the relevant permits. However, the +sale of edible agricultural products and the sale of pre-packaged food are not subject to a permit; food +manufacturing and food business operations shall comply with food safety standards and other +applicable requirements. +Food Production and Operation Permit or Registration +On January 2, 2020, the State Admini stration for Market Regulation (the ‘‘SAMR ’’)p r o m u l g a t e d +the Administrative Measures of Food Production Licensing ( 《食品生產許可管理辦法》)( t h e +‘‘Administrative Measures of F ood Production Licensing ’’), which came into effect on March 1, +2020. According to the provisions of the Administrative Measures of Food Production Licensing, the +food production license is subject to the princi ple of one license for one entity, which means a food +producer shall obtain a food production license to engage in food production activities. The market +supervision authorities shall implemen t classified licensing for food production. +On June 15, 2023, the Administrative Measures f or Food Operation Licensing and Registration +(《食品經營許可和備案管理辦法》) was promulgated by the SAMR, which came into effect on +December 1, 2023. According to the Administrative Measures for Food Operation Licensing and +Registration, the State implements a licensing sy stem for food production and operation. An entity or +individual engaging in food production, food sales, or catering services shall obtain the relevant permits +in accordance with the law. However, the sale of edible agricultural products and the sale of pre- +packaged food are not subject to a permit. An entity or individual that only sells prepackaged food shall +file a record with the food safety supervision and a dministration department of the local people ’s +government at or above the county level. Any entity or individual engaging in food production or +operation without the required food production and operation permit will be subject to confiscation of +illegal gains, illegally produced or operated food, and t he tools, equipment, and ingredients used for +such illegal production or opera tion. In addition, such entity or individual may be subject to fines, +orders of suspension of production and/or ope ration, detention and even criminal penalties. +Food Recall System +On March 11, 2015, the China Food and Drug Admin istration (currently merged into the SAMR) +promulgated the Administrative Measures for Food Recall ( 《食品召回管理辦法》)( t h e ‘‘Administrative +Measures for Recall ’’) which became effective on September 1, 2015 and amended on October 23, +2020. According to the Administrative Measures for Recall, where food operators find that the food +involved thereby is unsafe, they must immediately suspend the operations, inform relevant food +producers and operators of the suspension of production and operation, recommend consumers stop +eating, and take necessary measures to prevent and control food safety risks. Food producers knowing +that any food produced and traded thereby is unsafe must voluntarily recall such food. Food producers +REGULATORY OVERVIEW +– 79 – + + +--- page 89 --- +and operators must faithfully record the name, tradem ark, specification, production date, batch number, +quantity and other contents of unsa fe food subject to the suspension of production and operation, recall +and disposal. Records must be kept for at least two years. +Where food operators violate the Food Safety Law and the Administrative Measures for Food +Recall and do not immediately suspend operation or voluntarily recall unsafe food, follow the prescribed +time limit to activate recall procedures, recall unsafe food products in accordance with the recall plan or +dispose of unsafe food products, t he food and drug administrative a uthorities shall issue warnings to +them and impose fines between RMB5,000 and RMB30,000 on them. +Administration of Food Labels +Pursuant to the Provisions on the Administration of Food Labels ( 《食品標識管理規定》), +promulgated and implemented by the former General A dministration of Quality Supervision, Inspection +and Quarantine of the PRC on October 22, 2009, food labels shall state description, place of origin of +the food, production date, shelf life, net weight, list of ingredients, name, address and contact +information of the producer, and the safety standards applied by the producer. Where words such as +‘‘nutrition ’’ or ‘‘fortified ’’ are indicated in the name or description of the food, the nutrients and calories +of the food must be indicated in accordance with relevant provisions of National standards and comply +with the quantitative indication requirements presc ribed by National standard s. For foods that require a +production permit, the label shall include the production permit number and the ‘‘QS’’ (Quality Safety) +mark. +LAWS AND REGULATIONS RELATING TO ONLINE RETAIL +Pursuant to the E-Commerce Law of the PRC ( 《中華人民共和國電子商務法》), promulgated by +the NPCSC on August 31, 2018 and implemented on January 1, 2019, e-commerce business operators +refer to natural persons, legal persons and other non-legal-person organizations that engage in business +activities of sale of goods or provision of services th rough Internet and other information network, +including e-commerce platform operators, business operators using the platform, and e-commerce +business operators engaging in sale of goods or provision of services through their self-built website or +other network services. E-commerce business ope rators shall complete market entity registration +formalities pursuant to the law, except for individ uals selling self-produced agricultural products and +home-made handicraft pro ducts, and individuals using their own s kills to engage in convenient labor +activities and sporadic small transactions for which licensing is not required by law, as well as e- +commerce business operators who are not required to r egister pursuant to the laws and administrative +regulations. +According to the Administrative Measures for Food Operation Licensing and Registration, food +producers who obtained a food production permit and sell their self-produced prepackaged food at their +production or processing places or via the Internet are not required to file for record separately. +Consumers whose legitimate rights and interests a re harmed when they purc hase foodstuffs through a +third-party platform for online transactions of food stuffs may seek compensation from the participating +food business operator or food manufacturer. After the third-party platform provider of online +transactions of foodstuffs has made compensation, it has the right to seek recourse from the participating +food business operator or food manufacturer. Where the third-party platform provider of online +transactions of foodstuffs makes a commitment that is more beneficial to the consumers, it shall perform +the commitment. +REGULATORY OVERVIEW +– 80 – + + +--- page 90 --- +LAWS AND REGULATIONS RELATING TO THE UTILIZATION OF NATURAL RESOURCES +Natural Water Taking Management +According to the Water Law of the PRC ( 《中華人民共和國水法》), promulgated by the NPCSC on +January 21, 1988, amended and implemented on July 2, 2016, and the Regulations Governing the +Licensing for Water Taking and the Levying of Water Resource Fees ( 《取水許可和水資源費徵收管理 +條例》), promulgated by the State Council on February 21, 2006, amended and implemented on March 1, +2017, and the Measures for the Administration of Water Abstraction Licensing ( 《取水許可管理辦法》), +promulgated by the Ministry of Water Resources of the PRC on April 9, 2008, amended and +implemented on December 22, 2017, except under specified circumstances, an entity or individual that +draws or uses water resources shall apply for and obtain a water taking permit and pay water resource +fees. Applicants shall not build water taking engi neering structures or facilities without obtaining +approval documents for the water taking permit application from the competent department. +An entity or individual that fails to comply with th e foregoing provisions relating to the utilization +of water resources may be subject to administrative p enalties, including fines, orders for rectification, +and revocation of the water taking permit. +LAWS AND REGULATIONS RELATING TO THE IMPORT AND EXPORT OF GOODS +Record-Filing of Aquatic Product Raw Material Breeding Farms for Export +Pursuant to the Administrative Measures of the PRC for the Safety of Food for Import or Export +(《進出口食品安全管理辦法》), promulgated by the General Administration of Customs (the ‘‘GACC ’’) +on April 12, 2021 and implemented on January 1, 2022 and Administrative Measures for the Record- +Filing of Raw Material Aquaculture Farms for Export Aquatic Products ( 《出口水產品原料養殖場備案 +管理辦法》), promulgated by the General Administration of Customs (the ‘‘GACC ’’) on March 4, 2024 +and implemented on April 15, 2024, aquatic product raw material breeding farms for export shall file for +record with the local customs department. The rec ord-filing shall remain valid for the duration of the +validity period of the lawful aquaculture certificat ion documents and is effec tive on a long-term basis +within such period. +Record-Filing of Export Food Production Enterprises +Pursuant to the Administrative Measures of the PRC for the Safety of Food, export food +production enterprises shall file for record with the c ustoms department at their place of registration, +where an enterprise exports food produced by an e xport food production enter prise without duly filing +for record, shall be imposed penalties include conf iscation of illegal gains and production or operation +tools, imposition of fines, and, in serious cases, criminal liability. +Record-Filing of Consignors and Consignees of Imported and Exported Goods with the Customs +Department +Pursuant to the Foreign Trade Law of the PRC ( 《中華人民共和國對外貿易法》)p r o m u l g a t e db y +the NPCSC on May 12, 1994, revised on December 27, 2025 and implemented on March 1, 2026 and +the Customs Law of the PRC ( 《中華人民共和國海關法》), promulgated by the NPCSC on January 22, +1987, amended and implemented on April 29, 2021, since December 30, 2022, foreign trade operators +engaging in the import or export of goods or in technology import and export are no longer required to +complete record-filing or registr ation with the competent foreign tra de department of the State Council +REGULATORY OVERVIEW +– 81 – + + +--- page 91 --- +or its authorized agencies, where a consignee or consignor of import or export goods or a Customs +clearing enterprise goes through Customs declar ation procedures, they shall file a record with the +Customs in accordance with the law. +Import and Export Certificate for Wild Fauna and Flora +Pursuant to Measures for the Administration of I mport and Export Certificates for Wild Fauna and +Flora (《野生動植物進出口證書管理辦法》), promulgated by the former State Forestry Administration +and the GACC on February 9, 2014, and implemented on May 1, 2014, the import and export of wild +fauna and flora and their products conducted in accordance with the law are subject to an import and +export certificate administration system. The im port and export certificates for wild fauna and flora +include the Permit for Import and Export and the Species Certificate. For the import and export of +endangered wild fauna and flora and their products listed in the ‘‘Catalog of Commodities of Import and +Export Wild Fauna and Flora Species ’’ (《進出口野生動植物種商品目錄》)( t h e ‘‘Commodity Catalog ’’) +restricted by the CITES, and for the export of wild fauna and flora and their products under national key +protection listed in the Commodity Catalog, the adm inistration of the Permit for Import and Export +applies. For the import and export of other wild fauna and flora and their products listed in the +preceding Commodity Catalog, the administratio n of the Species Certificate applies. The Commodity +Catalog is jointly formulated, adjusted, and published by the Endangered Species Import and Export +Management Office of the PRC and the GACC. The validity period of the Permit for Import and Export +shall not exceed 180 days. Where the permit holder needs to extend the validity period of the Permit for +Import and Export, a written application for exte nsion must be submitted to the original issuing +department fifteen days before the expiry of the validity period of the Permit for Import and Export. +Pursuant to the Regulations of the PRC on Administration of the Imports and Exports of +Endangered Wildlife ( 《中華人民共和國瀕危野生動植物進出口管理條例》), promulgated and +implemented by the State Council on March 2, 2019, the competent department of agriculture (fisheries) +under the State Council, in accordance with the div ision of responsibilities, is responsible for the +administration of the import and export of endangered wild animals and their products nationwide, and +for coordinating matters related to the implementa tion of the CITES. The Office of Endangered Species +Management, acting on behalf of the Chinese Government, performs the obligations under CITES and, +in accordance with these Regulations, issue Perm its for Import and Export for wild animals and their +products under special state protection approved for export by the competent department of wild fauna +and flora under the State Council, and endangered wild fauna and flora and their products whose import +or export is restricted under CITES and approved b y the same department for import or export. After +obtaining the import or export approval document issued by the competent department of wild fauna and +flora under the State Council, the applicant shall apply to the Office of Endangered Species Management +for the issuance of a Permit for Import and Export w ithin the validity period specified in the approval +document. +Registration for Aquatic Animal Breeding Farm for Export +Pursuant to the Measures for the Inspection, Qu arantine and Supervision of Aquatic Animals for +Export ( 《出境水生動物檢驗檢疫監督管理辦法》), promulgated by the GACC on August 27, 2007, +amended and implemented on November 23, 2018, an entity or individual engaging in the farming, +capture, transshipment, packaging, transportation, or trade of aquatic animals for export shall comply +with the relevant measures on the inspection and quar antine of aquatic animals for exportation. Where +the importing country or region requires China to register the production, processing, and storage +establishments exporting aquatic animals to it, the G ACC implements a registra tion system for breeding +farms and transshipment centers of aquatic animals for export. For applicants seeking registration, the +directly subordinate customs shall make a decision o n whether to grant registration within 20 days from +REGULATORY OVERVIEW +– 82 – + + +--- page 92 --- +the date of accepting the application. Where registr ation is granted, the Certificate of Inspection and +Quarantine Registration for Aqua tic Animal Breeding Farm/Transshipment Center for Export (the +‘‘Registration Certificate ’’) will be issued. The Registration Certificate is valid for five years from the +date of issuance. Customs implements a system of routine supervision and annual review for registered +breeding farms and transshipment centers of aquatic animals for export within their jurisdictions. +LAWS AND REGULATIONS RELATING TO PRODUCT QUALITY AND PRODUCT +LIABILITY +General Provisions on Product Quality +Pursuant to the Product Quality Law of the PRC ( 《中華人民共和國產品質量法》)( t h e ‘‘Product +Quality Law ’’), promulgated by the NPCSC on February 22, 1993, amended and implemented on +December 29, 2018, the Pr oduct Quality Law is the prin cipal legislation governing the supervision and +administration of product quality in China and applie s to all product manufactu ring and sales activities +within the territory of the PRC. +Pursuant to the Civil Code of the PRC ( 《中華人民共和國民法典》), promulgated by the National +People ’s Congress (the ‘‘NPC’’) on May 28, 2020, and implemented on January 1, 2021, in the event of +product defects that have caused damage to others, t he manufacturer shall bear tortious liability. Where +a product is found to be defective after it is put into ci rculation, the manufacturer and the seller shall +promptly adopt remedial measures such as stopping sale, issuing a warning, and recalling the product +etc.; where the damage is aggravated as a result of failure to adopt remedial measures promptly or +ineffective remedial measures, the manufacturer an d the seller shall also bear tortious liability for the +aggravated damage. +Agriculture Product Quality Safety +The Law of the PRC on Agricultu ral Product Quality Safety ( 《中華人民共和國農產品質量安全 +法》)( t h e ‘‘Agricultural Product Quality Safety Law ’’), promulgated by the NPCSC on April 29, +2006, amended on September 2, 2022, and implemented on January 1, 2023, provides for regulatory +oversight of agricultural products in the following aspects: (i) quality and safety standards of agricultural +products; (ii) agricultural product origins; (iii) agri cultural production; and ( iv) agricultural product +sales. According to the Agricultu ral Product Quality Safety Law, ag ricultural producers shall use +pesticides, veterinary drugs, fertilizers, agricultural films, and other agricultural inputs scientifically and +rationally, to avoid polluting the places of production of agricultural products. Anti-staling agents, +preservatives, additives, and packaging materials, e tc., used in the process of packaging, preservation, +storage, and transport of agricultural products shall comply with the relevant mandatory standards and +other provisions on agricultural product quality safety. +Quality and Safety of Aquaculture +Pursuant to the Provisions on the Administra tion of the Quality and Safety of Aquaculture ( 《水產 +養殖質量安全管理規定》), promulgated by the former Ministry of Agriculture of the PRC on July 24, +2003, and implemented on September 1, 2003, aquaculture production shall comply with relevant +national operating requirements for aquaculture technical specifications. Seed and fry used in +aquaculture shall comply with national or local qua lity standards. Professional technical personnel +engaging in aquaculture shall take vocational sk ill training and obtain vocational qualification +certificates before taking up their posts. Aquatic f eed used by aquaculture enterprises shall comply with +REGULATORY OVERVIEW +– 83 – + + +--- page 93 --- +applicable standards. Aquaculture entities and indi viduals shall accept sampling inspection for drug +residues in cultured aquatic products organized by the fishery administrative departments of the people ’s +governments at or above the county level. +Product Liability +Producers and sellers that manufacture or sell defective products in China may be held liable for +any losses or damages caused by such defective products. Pursuant to the Law of the PRC on the +Protection of Rights and Interests of Consumers ( 《中華人民共和國消費者權益保護法》)( t h e +‘‘Consumer Rights Protection Law ’’), promulgated by the NPCSC on October 31, 1993, amended on +October 25, 2013, and implemented on March 15, 2014, consumers or other victims suffering losses or +damages caused by product defects may claim compensation either from the seller or from the producer. +Pursuant to the foregoing laws and regulations, product manufacturers and sellers are required to +ensure that their products comply with the stand ards safeguarding human health and the safety of +persons and property. Failure to do so may result i n a range of penalties, including orders to cease +production and sales, confiscation of products and ille gal gains, fines, revocation of business permits, +and/or criminal liability. In addition, where a produ ct causes personal injury or other forms of tortious +damage, the manufacturer and selle r may be subject to tort liability. +Protection of Rights and Interests of Consumers +Pursuant to the Consumer Protection Law, busines s operators must guarantee that the commodities +they sell satisfy the requirements for personal or property safety, provide consumers with authentic +information about the commodities, and guarantee the quality, function, usage, and term of validity of +the commodities. Failure to comply with the Consum er Protection Law may subject business operators +to civil liabilities such as refundi ng purchase prices, replacing or re pairing the commodities, mitigating +the damages, compensation, and restoring the reput ation, and subject the business operators or the +responsible individuals to criminal penalties if bus iness operators commit crimes by infringing the +legitimate rights and interests of customers. +LAWS AND REGULATIONS RELATING TO ENVIRONMENTAL PROTECTION, +PRODUCTION SAFETY AND FIRE PREVENTION +Environmental Impact Assessment +According to the Environmental Impact Assessment Law of the PRC ( 《中華人民共和國環境影響 +評價法》)( t h e ‘‘EIA’’), promulgated by the NPCSC on October 28, 2002, amended on December 29, +2018, the state implements classified management of environmental impact assessments based on the +extent of a construction project ’s impact on the environment. The construction unit shall organize the +preparation of an Environmental Impact Report, Environmental Impact Statement, or Environmental +Impact Registration Form in accordance with the Cat egory-based Administration Directory for the +Environmental Impac t Assessment of Construction Projects (the ‘‘Catalog for EIA Classified +Management ’’), promulgated by the Ministry of Ecology and Environment on September 2, 2008, +amended on November 30, 2020, and implemented January 1, 2021. +According to the Catalog for EIA Classified Management, inland aquaculture projects involving +cage culture, net-enclosure baited farming, or located in e nvironmentally sensitive areas shall prepare an +Environmental Impact Statement. O ther inland aquaculture projects not falling into the categories shall +submit an Environmental Impact Registration Form. +REGULATORY OVERVIEW +– 84 – + + +--- page 94 --- +According to the Interim Measures for the Acceptance Inspection for Environmental Protection +upon Completion of Construction Projects ( 《建設項目竣工環境保護驗收暫行辦法》), promulgated and +implemented by the former Ministry of Environmental Protection of the PRC on November 20, 2017, +the construction unit is the responsible party for the environmental protection acceptance of a completed +construction project. The construction unit shall organize the acceptance inspection of supporting +environmental protection facilities, prepare an acceptance report, disc lose relevant information, and +accept public supervision. +Pollution Discharge Permit and Registrat ion for Stationary Pollution Discharge +According to the Environmental Protection Law of the PRC ( 《中華人民共和國環境保護法》) +promulgated by NPCSC on September 13, 1979 and most recently amended on April 24, 2014, the +Administrative Measures for Pollutant Discharge Permit ( 《排污許可管理辦法》) promulgated by the +Ministry of Ecology and Environment on April 1, 2024 and implemented on July 1, 2024, and the +Catalog of Classified Management of Pollutant Disch arge Permits for Stationary Pollution Sources (2019 +Version) ( 《固定污染源排污許可分類管理名錄(2019 年版)》) promulgated by the Ministry of Ecology +and Environment on December 20, 2019, the State implements key management, simplified management +and registration management of pollutant discharge permits based on factors such as the amount of +pollutants generated and discharged, the degree of i mpact on the environment. The pollutant discharge +entity that generates or discharges very small amount of pollutants and has small impact on the +environment shall be implemented registration man agement, and is not required to apply for a pollutant +discharge license, but shall fill in the pollutant discharge registra tion form on the national pollutant +discharge license management information platform. +Work Safety +According to the Work Safety Law of the PRC ( 《中華人民共和國安全生產法》 (the ‘‘Work +Safety Law ’’), promulgated by the NPCSC on June 29, 2002, amended on June 10, 2021, and +implemented on September 1, 2021, production and business operators shall possess the safety +conditions required by relevant laws, administrative re gulations, national standard s, or industry standards +before engaging in production and business activitie s, violation of the Work Safety Law may result in +fines, administrative penalties, suspension or ces sation of operations, and in severe cases, criminal +liability. +Fire Control +According to the Fire Control Law of the PRC ( 《中華人民共和國消防法》)( t h e ‘‘Fire Control +Law’’), promulgated by the NPCSC on April 29, 1998, amended and implemented on April 29, 2021, +and Acceptance of Construction Projects ( 《建設工程消防設計審查驗收管理暫行規定》), promulgated +by the Ministry of Housing and Urban-Rural Development of the PRC (the ‘‘MOHURD ’’) on April 1, +2020, amended on August 21, 2023, and implemented on October 30, 2023 (the ‘‘Interim Fire +Provisions ’’), special construction projects specified under the Interim Fire Provisions must undergo fire +protection design review before commencement and fire protection acceptance before being put into use. +For construction projects other th an special construction projects, a f ire protection acceptance filing is +required, and the competent administrative departm ent responsible for fire control design review and +acceptance shall conduct spot checks. If a construc tion project fails the on-site inspection, the project +will be prohibited from use and must implement corr ective measures before applying for re-inspection. +REGULATORY OVERVIEW +– 85 – + + +--- page 95 --- +LAWS AND REGULATIONS RELATING TO WATER AREAS, TIDAL FLATS AND LAND USE +Aquaculture Rights in Water Areas and Tidal Flats +Pursuant to the Fisheries Law and the Measu res for the Issuance and Registration of the +Aquaculture Certificates for Water and Tidal Flats ( 《水域灘塗養殖發證登記辦法》), promulgated by the +former Ministry of Agriculture on May 24, 2010 and implemented on July 1, 2010, an entity or +individual that uses state-owned water areas or tidal flats designated for aqu aculture in national plans +shall apply to the fishery administra tive department of the local people ’s government at or above the +county level, and upon approval by the people ’s government at the same level, an aquaculture permit +must be issued, permitting such entity or individual t o use the designated water areas or tidal flats for +aquaculture production. +Pursuant to the Fisheries Law, an entity or indi vidual who uses the waters or tidal flats for +aquaculture owned by the whole people, lets the w aters or tidal flats lie wasted for a year without +justifiable reasons, will be ordered by the departme nt that issues the aquaculture permit to develop and +utilize the waters and tidal flats within a time lim it. If he fails to do so at the expiration of the time +limit, his aquaculture permit will be revoked, and he may also be fined not more than RMB 10,000. An +entity or individual who has not obtained an aquaculture permit legally but engages in aquacultural +production in the waters owned by the whole people will be ordered to stop doing so, apply for an +aquaculture permit, or demolish t he aquaculture facilities within a time limit. An entity or individual +who has not obtained an aquaculture permit legally but e ngages in aquacultural production in the waters +owned by the whole people beyond the scope specified in the permit, thus obstructing navigation or +flood diversion, will be ordered to demolish the aq uaculture facilities within a time limit and may also +be fined not more than RMB10,000. +Utilization of State-Owned Land +According to the Land Administration Law of the PRC ( 《中華人民共和國土地管理法》)( t h e +‘‘Land Administration Law ’’), promulgated by the NPCSC on June 25, 1986, amended on August 26, +2019, and implemented on January 1, 2020, the Implementing Regulation for the Land Administration +Law of the PRC, amended by the State Council on July 2, 2021 and implemented on September 1, 2021, +and the Provisional Regulations of the PRC for the Grant and Assignment of the Right to Use State +Land in Urban Areas, promulgated by the State Council on May 19, 1990, amended and implemented on +November 29, 2020, except for state-owned land use rights allocated by the state within the scope +prescribed by law, the state implements a system of paid use of state-owned land. The main methods of +paid use of state-owned land include: granting of sta te-owned land use rights, leasing of state-owned +land, and contributing or investing using state-owned land use rights. The granting of land use rights +may be conducted by agreement, bidding, or auction, and a land use rights grant contract must be signed +and the land use rights transfer fee paid. +Contracting and Circulation of Collectively Owned Land +According to the Land Administration Law, assignment, leasing etc of collectively-operated +development land stipulated in the preceding paragraph shall be subject to consent by more than two- +thirds of the members of the rural collective econom ic organization or more than two-thirds of villager +representatives. +According to the Law of the PRC on Land Contract in Rural Areas ( 《中華人民共和國農村土地承 +包法》)( t h e ‘‘Rural Land Contracting Law ’’), promulgated by the NPCSC on August 29, 2002, +amended on December 29, 2018 and implemented on January 1, 2019, and the Organic Law of the +REGULATORY OVERVIEW +– 86 – + + +--- page 96 --- +Villagers Committees of the PRC, ( 《中華人民共和國村民委員會組織法》) promulgated by the NPCSC +on November 4, 1998, most recently amended on October 28, 2025 and implemented on January 1, +2026, where the party giving out contracts gives out the contracts for rural land to units or individuals +other than the ones of the collective economic organization concerned, the matter shall first subject to +consent by not less than two-th irds of the members of the village rs assembly, or of the villagers ’ +representatives, of the collective economic organ ization concerned and it is submitted to the township +(town) people ’s government for approval. +LAWS AND REGULATIONS RELATING TO INTELLECTUAL PROPERTY +Trademark +Trademarks are protected under the Trademark Law of the PRC ( 《中華人民共和國商標法》), +promulgated by the NPCSC on August 23, 1982, most recently amended on April 23, 2019, and +implemented on November 1, 2019, and the Implementation Regulations for the Trademark Law of the +PRC (《中華人民共和國商標法實施條例》), promulgated by the State Council on August 3, 2002, +amended on April 29, 2014, and implemented on May 1, 2014. The Trademark Office of the National +Intellectual Property Administratio n is responsible for trademark regi stration and grants a validity period +of ten years for registered trademarks. Upon application by the trademark owner, the registration may be +renewed consecutively for ten-year periods. +Patent +Patents are protected under the Patent Law of the PRC ( 《中華人民共和國專利法》), promulgated +by the NPCSC on March 12, 1984, most recently amended on October 17, 2020, and implemented on +June 1, 2021, and the Implementing Rules for the Patent Law of the PRC ( 《中華人民共和國專利法 +實施 +細則》), promulgated by the State Council on June 15, 2001, amended on December 11, 2023, and +implemented on January 20, 2024. Granted, inven tion and utility model patents must possess novelty, +inventiveness, and practical app licability. Starting from their resp ective filing dates, the protection +period for invention patents is 20 years, for utility mo del patents 10 years, and for design patents 15 +years. Any entity or individual i ntending to exploit another ’s patent must enter into a permit agreement +with the patentee and pay patent royaltie s. Using a patent without the patentee ’s permission constitutes +patent infringement. +LAWS AND REGULATIONS RELATING TO LABOR PROTECTION AND SOCIAL +INSURANCE +General Labor Contract Rules +According to the Labor Law of the PRC ( 《中華人民共和國勞動法》) promulgated by the SCNPC +on July 5, 1994, and last amended on December 29, 2018, employers shall establish and improve their +rules and systems to safeguard the rights and interests of employees. +Social Insurance and Housing Provident Fund +Pursuant to the Social Insurance Law of the PRC ( 《中華人民共和國社會保險法》) promulgated by +the NPCSC on October 28, 2010, amended and implemented on December 29, 2018, an employer in the +PRC shall complete social insurance registration w ith the local social insurance handling institution and +make social insurance contributions on behalf of its employees. An employer who fails to pay social +insurance contributions will be ordered to pay or s upplement within a prescribed period, and an overdue +REGULATORY OVERVIEW +– 87 – + + +--- page 97 --- +payment fine at the rate of 5 per 10,000 will be levied from the due date of payment. When the payment +is not made at the expiry of the prescribed period, a fine above the overdue amount but less than its +triple will be imposed by the relevant administrative department. +Pursuant to the Administrative Regulations on the Housing Provident Fund ( 《住房公積金管理條 +例》), promulgated by the State Council on April 3, 1999, amended and implemented on March 24, +2019, an employer shall make registration of contr ibutions to the housing provident fund with the +housing provident fund management center, and go t hrough the formalities of opening housing provident +fund accounts on behalf of its employees. An employer is overdue in the contribution of, or underpays, +the housing provident fund, the housing provident fund management center shall order it to make the +contribution within a prescribed time limit; wh ere the contribution has not been made after the +expiration of the time limit, an application may be made to a people ’s court for compulsory enforcement. +On July 20, 2018, the General Office of the CPC Central Committee and the General Office of the +State Council jointly issued the Plan for Deep ening the Reform of the National and Local Tax +Administration System ( 《國稅地稅徵管體製改革方案》), pursuant to which the tax departments have +been responsible for the collection of social insurance contributions in the PRC since January 1, 2019. +In September 2018, the State Taxation Administration (the ‘‘STA’’) issued the Notice on Prudently and +Orderly Carrying Out Work Related to the Colle ction and Administration of Social Insurance +Contributions Taxation ( 《關於穩妥有序做好社會保險費徵管有關工作的通知》). These notices +expressly prohibit local departments from independently organizing a concentrated collection of +historical social insurance contr ibution arrears from enterprises. +LAWS AND REGULATIONS RELATED TO INFORMATION SECURITY AND DATA +PROTECTION +On December 28, 2021, the Cyberspace Administration of China (the ‘‘CAC’’), jointly with 12 +other administrative authorities, promulga ted the Measures for Cybersecurity Review ( 《網絡安全審查辦 +法》). According to the Measures for Cybersecurity Revi ew, critical information infrastructure operators +that purchase network products and services, and network platform operators engaging in data +processing activities that affect or may affect nationa l security are subject to cybersecurity review under +the Measures for Cybersecurity Review. In additio n, network platform operators with personal +information of over one million users shall be subjec t to cybersecurity review before listing abroad. The +competent administrative authorities may also initiat e a cybersecurity review against the operators if the +authorities believe that the netwo rk product or service or data proce ssing activities of such operators +affect or may affect national security. According to the Provisions on Facilitating and Regulating Cross- +border Data Flows ( 《促進和規範數據跨境流動規定》), a data handler that is not a critical information +infrastructure operator, will be exempted from declaring for security assessment for outbound data +transfer, signing a standard contract with overseas recipient or passing the personal protection +certification, if such data handler accumulatively tra nsfers overseas ordinary personal information of less +that 100,000 individuals since the January 1 of the current year. +LAWS AND REGULATIONS RELATING TO FOREIGN EXCHANGE AND DIVIDEND +DISTRIBUTION +Pursuant to the Notice of the State Administr ation of Foreign Exchange on Reforming the +Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises ( 《關於改革外 +商投資企業外匯資本金結匯管理方式的通知》), promulgated by the SAFE on March 30, 2015, amended +and implemented on March 23, 2023, and the Notice of the State Administration of Foreign Exchange +on Policies for Reforming and Regulating the Cont rol over Foreign Exchange Settlement under the +Capital Account ( 《國家外匯管理局關於改革和規範資本項目結匯管理政策的通知》), promulgated on +REGULATORY OVERVIEW +– 88 – + + +--- page 98 --- +June 9, 2016, and amended and implemented on D ecember 4, 2023, the discretionary settlement of +foreign exchange income under the capital account refers to the system under which capital account +foreign exchange income explicitly permitted to be s ettled at discretion (including foreign exchange +capital contributions, foreign debt funds, and funds repatriated from overseas listings, etc.) may be +settled at banks based on the actual operational needs of domestic entities. The proportion of +discretionary settlement of foreign exchange incom e under the capital account fo r domestic entities is +currently set at 100%, and the SAFE may adjust this proportion in due course in light of the balance of +payments situation. +According to the Notice of the People ’s Bank of China and the State Administration of Foreign +Exchange on Issues concerning the Management of Funds for Overseas Listings by Domestic Enterprises +(《中國人民銀行 國家外匯管理局關於境內企業境外上市資金管理有關問題的通知》) issued by the +People ’s Bank of China and the SAFE, domestic enterprises that list overseas must apply to a bank in +the provincial-level or separately listed municipal j urisdiction where they are registered to complete the +overseas listing registration within 30 business days f rom the first trading day of the overseas listing or +the completion of the over-allotment. +The principal regulations governing distribution of dividends of foreign-invested enterprises +include the PRC Company Law which was promulgated by the NPCSC on December 29, 1993, effective +as of July 1, 1994, and most recently revised on December 29, 2023, effective as of July 1, 2024. Under +these regulations, joint stock limited companies (including foreign-invested enterprises) in the PRC may +pay dividends only out of their accumulated profits, if any, determined in accordance with the PRC +accounting standards and regula tions. In addition, companies are re quired to allocate at least 10% of +their accumulated profits each year, if any, to fund certain reserve funds unless these reserves have +reached 50% of the registere d capital of the enterprises. +LAWS AND REGULATIONS RELATING TO MAJOR TAXES APPLICABLE TO THE +COMPANY IN THE PRC +Pursuant to the Law of the PRC on Enterprise Income Tax ( 《中華人民共和國企業所得稅法》), +promulgated by the NPC on March 16, 2007, and amended by the NPCSC on December 29, 2018, and +the Implementing Regulations for the Corporate Income Tax Law of the PRC ( 《中華人民共 +和國企業所 +得稅法實施條例》), promulgated by the State Council on December 6, 2007, and most recently amended +on December 6, 2024 and effective on January 20, 2025, enterprises are classified into resident +enterprises and non-resident enterprises. The rate of enterprise income tax is 25%. Income earned by +enterprises from livestock and poultry farming, as well as from the primary processing of agricultural +products, is exempt from corporate income tax. Enterprises that qualify as high-tech enterprises enjoy a +reduced corporate income tax rate of 15%. +Pursuant to Value-added Tax Law of the People ’s Republic of China (《中華人民共和國增值稅 +法》), promulgated by the NPCSC on December 25, 2024 and implemented on January 1, 2026, a +company registered as a general taxpayer applies VAT rates of 13%, 9%, 6%, or 0% depending on the +type of business. Sales of self-produced agricultural products by agricultural producers are exempt from +VAT. +REGULATORY OVERVIEW +– 89 – + + +--- page 99 --- +LAWS AND REGULATIONS RELATING TO OVERSEAS LISTING +On February 17, 2023, the China Securities Regulatory Commission (the ‘‘CSRC ’’) released the +Trial Administrative Measures for Overseas Secu rities Offering and Listing by Domestic Companies +(《境內企業境外發行證券和上市管理試行辦法》), together with five interp retative guidelines thereof +(collectively, the ‘‘Trial Measures ’’), which became effective on March 31, 2023. +Pursuant to the Trial Measures, domestic compan ies seek to offer or list securities overseas, both +directly and indirectly, shall complete the filing proce dures and report relevant information to the CSRC. +Pursuant to the Guidelines for the Application of ‘‘Full Circulation ’’ of Unlisted Domestic Shares +of H-share Companies ( 《H股公司境內未上市股份申請「全流通」業務指引》), promulgated by the CSRC +on November 14, 2019, most recently revised and implemented on August 10, 2023, and Trial Measures, +shareholders who hold domestic unlisted shares of H-s hare issuers may apply to c onvert their unlisted +shares into listed shares for trading on the Stock Exc hange. Issuer will be authorized to file with CSRC +on behalf of those shareholders. The filing of the H-share full circulation scheme may proceed +simultaneously with the application for the overseas listing and offering filing with CSRC, or separately +after the IPO. After the unlisted domestic shares are listed and circulated on the Hong Kong Stock +Exchange, they cannot be transferred back to the domestic market. +REGULATORY OVERVIEW +– 90 – + + +--- page 100 --- +OVERVIEW +Established in April 2003 in the PRC, our Company has over the years evolved to become the +world ’s largest caviar company in terms of sales volume since 2015. Led by Mr. Wang, who is the +chairman of our Board, an executive Director, our general manager and a Single Largest Shareholder, +and leveraging over 20 years of industry experience and development of our Company, we have +gradually built an integrated sturgeon and caviar value chain encompassing sturgeon breeding and +aquaculture, caviar processing, and sales and marke ting and we have established an international caviar +brand KALUGA QUEEN (卡露伽). +Our Company was converted into a joint stock co mpany with limited liability in July 2010. Our +Company was listed on the NEEQ on March 1, 2024, and then voluntarily delisted from the NEEQ on +August 6, 2025. For details, see ‘‘ — Previous Listing on the NEEQ and A-Share Listing Attempts ’’ in +this section. +KEY DEVELOPMENT MILESTONES +The following table summarizes the key m ilestones in our business development: +Year Key development milestone event +2003 . . . We were established in April as a lim ited liability company in the PRC under our +former name, Hangzhou Qiandaohu Xunlong Technology Development Co., Ltd. ( 杭 +州千島湖鱘龍科技開發有限公司). +2005 . . . We launched the KALUGA QUEEN (卡露伽) brand. +2009 . . . We were awarded the Second Prize of the State Scientific and Technological Progress +Award ( 國家科技進步二等獎). +2011 . . . We began to supply caviar products to Lufthansa ’s first-class cabin. +2015 . . . We ranked first in the global caviar market by sales volume. +2016 . . . We supplied caviar to the G20 Summit in September. +2019 . . . We first achieved over 10,000 tons in terms of farming volume in sturgeon +aquaculture. +2021 . . . We re-launched and upgraded our KALUGA QUEEN (卡露伽) brand. +2022 . . . We first achieved 200 tons in terms of annual caviar production and sales volume. +2023 . . . We were recognized as the National Key Leading Enterprise in Agricultural +Industrialization ( 農業產業化國家重點龍頭企業). +2024 . . . We were recognized as the National Demonstration Base for Green and Healthy +Aquaculture ( +國家級水產健康養殖和生態養殖示範區). +We were listed on the NEEQ in March. +2025 . . . We were delisted from the NEEQ in August. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 91 – + + +--- page 101 --- +OUR MAJOR SUBSIDIARIES +The following table summarizes our five principal subsidiaries which are of strategical importance +to us or made material contributions to our results of operations during the Track Record Period: +Name of subsidiary Principal business activities +Date and +jurisdiction +of establishment +Quzhou Sturgeon Aquatic Food +Technology Development Co., +Ltd. ( 衢州鱘龍水產 +食品科技開發有限公司). . . . +Sturgeon aquaculture, caviar and +sturgeon product processing and +domestic and overseas sale of +caviar and sturgeon products +September 11, 2009, +the PRC +Chunan Qiandao Lake Sturgeon +Import and Export Co., Ltd. +(淳安千島湖鱘龍 +進出口有限公司) ......... +Overseas sale of caviar and sturgeon +products +May 30, 2008, +the PRC +Sichuan Kalujia Technology +Development Co., Ltd. ( 四川 +卡露伽科技發展有限公司). . . +Sturgeon aquaculture December 9, 2021, +the PRC +Liaoning Xunlong Technology +Development Co., Ltd. ( 遼寧 +鱘龍科技發展有限公司). . . . +Sturgeon aquaculture April 30, 2020, +the PRC +Jiangxi Ruoxi Ecological +Agriculture Co., Ltd. ( 江西省 +箬溪生態農業有限公司). . . . +Sturgeon aquaculture and caviar and +sturgeon product processing +April 3, 2008, +the PRC +MAJOR SHAREHOLDING CHANGES OF OUR COMPANY +Incorporation and Early History +Our Company was established on April 18, 2003 in the PRC under its former name, Hangzhou +Qiandaohu Xunlong Technology Development Co., Ltd. ( 杭州千島湖鱘龍科技開發有限公司)u n d e rt h e +direction of the Chinese Academy of Fishery Sciences ( 中國水產科學研究院). At the time of +establishment, our Company had an initial registe red capital of RMB6,600,000, which was held by Mr. +Wang as to 6%, Chinese Academy of Fishery Sciences as to 30%, Qianfa Group as to 25%, Chinese +Academy of Fishery Sciences East China Sea Fishery Research Institute ( 中國水產科學研究院東海水產 +研究所) as to 20%, Zhejiang Provincial Aquatic Techno logy Promotion Station (Zhejiang Provincial +Fishery Inspection and Quarantine and Ep idemic Prevention and Control Center) ( 浙江省水產技術推廣 +總站(浙江省漁業檢驗檢測與疫病防控中心)) as to 10%, and three other then existing shareholders as to +5%, 2% and 2%, respectively. In April 2005, our Company was converted into a Sino-foreign equity +joint venture and underwent several rounds of increa ses in registered capital and equity transfers from +April 2005 to November 2009. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 92 – + + +--- page 102 --- +Conversion into a Joint Stock Company in July 2010 +On July 2, 2010, our Company was converted into a joint stock company with a registered capital +of RMB58 million and was renamed as Hangzho u Qiandaohu Xunlong S ci-tech Co., Ltd. ( 杭州千島湖鱘 +龍科技股份有限公司). The audited net assets of RMB88,469,400 of our Company as at December 31, +2009 was converted into 58,000,000 Shares of RMB1.00 per Share, with the remaining RMB30,469,400 +recorded in our Company ’s capital reserve. +Upon completion of the conversion on July 2, 2010, the registered capital in our Company became +RMB58,000,000 divided into 58,000,000 Shares with a nominal value of RMB1.00 each, which were +subscribed by the then Shareholders in proportion t o their respective equity in terests in our Company +before the conversion. The then shareholding struc ture of our Company is set forth in the table below: +Shareholder +Number of +Shares +Ownership +Percentage +(%) +William Francis Holst II . . . . . . . . . . . . . . ............... 1 4 , 5 3 0 , 4 0 0 2 5 . 0 5 +Chunan Qiandao Lake Red Apple Investment Co., Ltd. ( 淳安千島 +湖紅蘋果投資有限公司)( ‘‘Chunan Hongpingguo ’’) ....... 7 , 0 8 3 , 2 0 0 1 2 . 2 1 +M r .W a n g ...................................... 5 , 8 8 3 , 6 0 0 1 0 . 1 4 +Q i a n f aG r o u p .................................... 5 , 1 7 1 , 9 0 0 8 . 9 2 +Chinese Academy of Fishery Sciences East China Sea Fishery +Research Institute ( 中國水產科學研究院東海水產研究所) . . . . 3,752,900 6.47 +Chinese Academy of Fishery Sciences ( 中國水產科學研究院) . . . 3,583,300 6.18 +N e w l i n eM e d i a................................... 3 , 2 5 7 , 5 0 0 5 . 6 2 +Zhejiang Yidu Venture Capital Co., Ltd. ( 浙江億都創業投資有限 +公司) ........................................ 3 , 0 7 6 , 6 0 0 5 . 3 0 +G a o j i n gL u o k e ................................... 2 , 8 9 5 , 6 0 0 4 . 9 9 +Hangzhou Lingfeng Cybernaut Venture Capital Partnership +(Limited Partnership) ( 杭州靈峰賽伯樂創業投資合夥企業(有 +限合夥) )...................................... 2 , 1 7 1 , 7 0 0 3 . 7 4 +Hangzhou Tianhai Holding Group Co., Ltd. ( 杭州天海控股集團 +有限公司)..................................... 1 , 8 0 9 , 7 0 0 3 . 1 2 +Zhejiang Free Trade Zone Yuehai Enterprise Management Co., +Ltd. ( 浙江自貿區悅海企業管理有限公司)............... 1 , 4 4 7 , 8 0 0 2 . 5 0 +Tibet Fumao Industrial Co., Ltd. ( 西藏福茂實業有限 +公司) ........................................ 1 , 2 6 6 , 8 0 0 2 . 1 8 +Zhejiang Provincial Fisherie s Technology Promotion Center ( 浙江 +省水產技術推廣總站) ............................. 1 , 1 9 4 , 4 0 0 2 . 0 6 +Beijing Liantian Technology Development Co., Ltd. +(北京聯天科技發展有限責任公司).................... 8 7 4 , 6 0 0 1 . 5 1 +Total .......................................... 58,000,000 100.00 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 93 – + + +--- page 103 --- +Capital Increase and Share Allotment in 2010 and Share Transfer in November 2013 +On October 10, 2010, our Company entered into an investment agreement with Zixing Liangmei, +pursuant to which Zixing Liangmei agreed to subscrib e for 3,050,000 Shares, representing 4.99% of the +equity interest in our Company upon the completion of the subscription, at a consideration of +RMB11,895,000. Upon completion of the aforesaid transaction in December 2010, the registered share +capital of our Company increased from RMB58,000,000 to RMB61,050,000. +On November 25, 2013, a share transfer agreement was entered into between Hangzhou Tianhai +Holding Group Co., Ltd. ( 杭州天海控股集團有限公司) and Tianchao Shuichan, pursuant to which +Hangzhou Tianhai Holding Group Co., Ltd. agreed to transfer 1,809,700 Shares in our Company to +Tianchao Shuichan at a total consideration of RMB9,048,500. +Capital Increases, Share Allotments and Share Transfers in 2018 +In September 2018, the following transfers of Shares were effected: +Date of agreement Transferor Transferee +Number of +Shares +transferred Consideration +(RMB) +August 30, 2018 William Francis +Holst II +Ningbo Xingxun Venture Capital +Investment Partnership (Limited +Partnership) ( 寧波興鱘創業投資合 +夥企業(有限合夥)) +8,036,586 63,398,240 +August 30, 2018 William Francis +Holst II +Chunan Kalujiaren 5,883,314 46,411,716 +In August 2018, our Company entered into share subscription agreements with several +Shareholders. The details of respective share subscriptions are set out below: +Date of agreement Subscriber +Number of +Shares +allotted Consideration +(RMB) +August 30, 2018 Ningbo Xingxun Venture Capital Investment +Partnership (Limited Partnership) ( 寧波興 +鱘創業投資合夥企業(有限合夥)) +7,663,414 60,454,397 +August 30, 2018 Chunan Kalujiaren 5,986,586 47,226,399 +August 30, 2018 Beijing Liantian Technology Development +Co., Ltd. ( 北京聯天科技發展有限公司) +300,000 2,366,611 +Upon completion of the aforesaid transactions, the registered share capital of our Company +increased from RMB61,050,000 to RMB75,000,000. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 94 – + + +--- page 104 --- +Change in Company Type, Capital Increases, Share Allotments and Share Transfers from +December 2018 to January 2019 +From December 2018 to January 2019, the following transfer of Shares were effected: +Date of agreement Transferor Transferee +Number of +Shares +transferred Consideration +(RMB) +December 13, 2018 William F rancis Holst II Chunan +Kalujiaren +610,500 4,816,051 +December 13, 2018 Zhejiang Yidu Venture Capital Co., Ltd. +(浙江億都創業投資有限公司) +Zhouyang +Venture +3,076,600 32,365,832 +December 13, 2018 Zhejiang Free Trade Zone Yuehai +Enterprise Management Co., Ltd. +(浙江自貿區悅海企業管理有限公司) +QIU Shenlin +(邱沈林) +1,447,800 15,230,856 +Zixing Liangmei 1,000,000 10,520,000 +Hangzhou Lingfeng Cybernaut Venture +Capital Partnership (Limited +Partnership) ( 杭州靈峰賽伯樂創業投 +資合夥企業(有限合夥)) +879,200 9,249,184 +Upon completion of the share transfer from William Francis Holst II to Chunan Kalujiaren, +William Francis Holst II ceased to hold any Shares of our Company. Accordingly, in January 2019, our +Company was converted from a Sino-foreign joint stock company to a domestic joint stock company. +Furthermore, in December 2018, our Company entered into share subscription agreements with two +investors, the details of respective share subscriptions are set out below: +Date of agreement Subscriber +Number of +Shares +allotted Consideration +(RMB) +December 13, 2018 QIU Shenlin ( 邱沈林) 1,901,500 15,000,363 +December 13, 2018 Zhouyang Venture 1,758,300 13,870,701 +Upon completion of the aforesaid transactions in January 2019, the registered share capital of our +Company increased from RMB75,000,000 to RMB78,659,800. +As both Chunan Kalujiaren and Chunan Hongpingguo were our shareholding platforms, to +streamline shareholding arrangement, on January 10, 2019, Chunan Kalujiaren and Chunan +Hongpingguo entered into a merger agreement, pursuant to which the latter would be consolidated into +the former. Upon completion of the merger, all 7,083,200 Shares of our Company held by Chunan +Hongpingguo were transferred in full to Chunan Kalujiaren, and the then shareholders of Chunan +Hongpingguo became the shareholders of Chunan Kalujiaren. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 95 – + + +--- page 105 --- +Capital Increases, Share Allotments and Share Transfers in 2020 +From June 2020 to December 2020, the following transfer of Shares were effected: +Date of agreement Transferor Transferee +Number of +Shares +transferred Consideration +(RMB) +June 30, 2020 Tibet Fumao Industrial Co., Ltd. +(西藏福茂實業有限公司) +LIU Yu +(劉宇) +1,266,800 2,800,000 +September 10, 2020 Chinese Academy of Fishery Sciences +(中國水產科學研究院) +Fengshi +Jinghe +3,583,300 37,136,541 +September 10, 2020 Chinese Academy of Fishery Sciences +East China Sea Fishery Research +Institute ( 中國水產科學研究院 +東海水產研究所) +Fengshi +Jinghe +3,752,900 38,894,233 +December 20, 2020 Beijin g Liantian Technology +Development Co., Ltd. ( 北京聯天 +科技發展有限責任公司) +GUO +Quanqing +(國全慶) +1,174,600 12,163,453 +Further, during the same period, our Company entered into share subscription agreements with +certain Shareholders and investors. The details of respective share subscriptions are set out below: +Date of agreement Subscriber +Number of +Shares +allotted Consideration +(RMB) +July 8, 2020 Zixing Liangmei 615,000 5,232,358 +August 3, 2020 Tianchao Shuichan 542,910 4,619,024 +August 17, 2020 Gaojing Luoke 520,000 4,424,108 +August 17, 2020 LIU Yu ( 劉宇) 380,000 3,233,002 +August 17, 2020 Newline Media 977,250 8,314,345 +August 17, 2020 Hangzhou Lingfeng Cybernaut Venture +Capital Partnership (Limited Partnership) +(杭州靈峰賽伯樂創業投資合夥企業 +(有限合夥)) +387,750 3,299,000 +December 7, 2020 CITIC Securities Investment Co., Ltd. +(中信證券投資有限公司) +1,931,360 20,000,000 +December 7, 2020 Jinshi Kunxiang 1,931,360 20,000,000 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 96 – + + +--- page 106 --- +Upon completion of the aforesaid transactions in December 2020, the registered share capital of +our Company increased from RMB78,659,800 to RMB85,945,430. In June 2022, our Company entered +into separate termination agreements with CITIC Sec urities Investment Co., Ltd . and Jinshi Kunxiang, +pursuant to which the redemption rights, anti-dilutio n rights and certain other rights were irreversibly +terminated from the date of the termination agreement, which was before the Track Record Period, and +such redemption rights terminated will not be reinstated upon occurrence of events which are beyond +control of the Company. +Capital Increase, Share allotment and Share Transfer in 2023 +On July 5, 2023, our Board passed resolutions approving, among other matters, the restricted share +incentive scheme (the ‘‘2023 Restricted Share Incentive Scheme ’’). Subsequently, the 2023 Restricted +Share Incentive Scheme was approved at the shareholders ’ meeting held on July 20, 2023. +On October 13, 2023 and December 3, 2023, our Company entered into share incentive and capital +increase agreements with Hangzhou Kalujiaren. Purs uant to the share incentive and capital increase +agreements, Hangzhou Kalujiaren agreed to subscribe an increased share capital of 4,297,270 newly +issued Shares of our Company at a consideration of RMB36,966,500, in accordance with the 2023 +Restricted Share Incentive Scheme. The consideration was determined based on our Company ’s audited +net asset value per Share as of June 30, 2023, which was RMB8.60 per Share. Upon completion of the +share allotment in December 2023, the registered share capital of our Company increased from +RMB85,945,430 to RMB90,242,700. +On November 29, 2023, a share transfer agreement was entered into between Zhouyang Venture +and Ningbo Xingxun Venture Capital Investm ent Partnership (Limited Partnership) ( 寧波興鱘創業投資 +合夥企業(有限合夥), pursuant to which Zhouyang Venture agreed to transfer 1,650,000 Shares in our +Company to Ningbo Xingxun Venture Capital Investment Partnership (Limited Partnership) at a total +consideration of RMB46,200,000. The consideration was determined with reference to the appraised net +asset value per Share of our Company as at June 30, 2023. The consideration was fully settled on +January 29, 2024. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 97 – + + +--- page 107 --- +Listing on the NEEQ in March 2024 and the Delisting in August 2025 +Our Company was listed on the NEEQ on March 1, 2 024 and was subsequently delisted on August +6, 2025. For details, see ‘‘ — Previous Listing on the NEEQ and A-Share Listing Attempts ’’ in this +section. Immediately after the delisting from the NEEQ, our Company ’s shareholding was as follows: +Shareholder +Number of +Shares +Ownership +Percentage +(%) +C h u n a nK a l u j i a r e n............................ 1 9 , 5 6 3 , 6 0 0 2 1 . 6 8 +CHEN Xiaxin ( 陳夏鑫) ........................ 1 1 , 7 2 6 , 0 4 1 1 2 . 9 9 +F e n g s h iJ i n g h e .............................. 7 , 3 3 6 , 2 0 0 8 . 1 3 +M r .W a n g.................................. 5 , 8 8 3 , 6 0 0 6 . 5 2 +Q i a n f aG r o u p ............................... 5 , 1 7 1 , 9 0 0 5 . 7 3 +ZHOU Junliang ( 周俊良) ....................... 4 , 7 6 3 , 7 1 9 5 . 2 8 +H a n g z h o uK a l u j i a r e n .......................... 4 , 2 9 7 , 2 7 0 4 . 7 6 +N e w l i n eM e d i a .............................. 4 , 2 3 4 , 7 5 0 4 . 6 9 +QIU Shenlin ( 邱沈林) ......................... 4 , 2 2 8 , 2 0 0 4 . 6 9 +G a o j i n gL u o k e .............................. 3 , 4 1 5 , 6 0 0 3 . 7 8 +Z h o u y a n gV e n t u r e ........................... 3 , 1 8 4 , 9 0 0 3 . 5 3 +Z i x i n gL i a n g m e i ............................. 2 , 6 6 5 , 0 0 0 2 . 9 5 +Q i h u iR u n j i n................................ 2 , 4 5 0 , 2 5 0 2 . 7 2 +CITIC Securities Investment Co., Ltd. +(中信證券投資有限公司) ...................... 1 , 9 3 1 , 3 6 0 2 . 1 4 +J i n s h iK u n x i a n g .............................. 1 , 9 3 1 , 3 6 0 2 . 1 4 +LIU Yu ( 劉宇) .............................. 1 , 6 4 6 , 8 0 0 1 . 8 2 +T i a n c h a oS h u i c h a n ........................... 1 , 2 5 2 , 6 1 0 1 . 3 9 +Zhejiang Rural Development Group Limited ( 浙江省農村 +發展集團有限公司) +(note) ...................... 1 , 1 9 4 , 4 0 0 1 . 3 2 +GUO Quanqing ( 國全慶) ....................... 1 , 1 7 4 , 6 0 0 1 . 3 0 +RUAN Xinhong ( 阮新宏) ....................... 3 7 2 , 0 0 1 0 . 4 1 +SHEN Huifeng ( 沈慧芬)........................ 3 5 0 , 2 3 9 0 . 3 9 +Hangzhou Lingfeng Cybernaut Venture Capital Partnership +(Limited Partnership) ( 杭州靈峰賽伯樂創業投資合夥 +企業(有限合夥) ) ............................ 3 3 0 , 0 0 0 0 . 3 7 +DONG Zhendong ( 董振東)...................... 2 8 0 , 1 7 5 0 . 3 1 +QIAN Huilong ( 錢會龍)........................ 2 8 0 , 1 7 5 0 . 3 1 +CHEN Chunmei ( 陳春妹)....................... 2 8 0 , 1 7 5 0 . 3 1 +WU Nanping ( 吳南平) ......................... 2 8 0 , 1 7 5 0 . 3 1 +FU Haiying ( 傅海英) .......................... 1 7 , 3 0 0 0 . 0 2 +YAN Feng ( 顏峰) ............................ 1 0 0 0 . 0 0 0 1 +ZHAN Jiadi ( 詹嘉迪).......................... 1 0 0 0 . 0 0 0 1 +HE Mu ( 何慕) ............................... 1 0 0 0 . 0 0 0 1 +Total ..................................... 90,242,700 100.00 +Note: Pursuant to the arrangement of the Zhejiang Provincial Department of Finance, the equity interest in the Company +held by the Zhejiang Provincial Fish eries Technology Promotion Center ( 浙江省水產技術推廣總站) was transferred +to Zhejiang Rural Development Group Limited ( 浙江省農村發展集團有限公司) without consideration in April 2022. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 98 – + + +--- page 108 --- +Share Transfers, Capital Increase and Share Allotment from August to September 2025 +In August 2025, the following transfer of Shares were effected: +Date of +agreement Transferor Transferee +Number of +shares +transferred Consideration +(RMB) +August 15, 2025 Zhejiang Rural +Development Group +Limited( 浙江省農村 +發展集團有限公司)(1) +Zhejiang Zhongye 1,194,400 15,682,472 +August 16, 2025 QIU Shenlin +(邱沈林)(2) +Yuansheng Jiahao 1,144,400 41,999,480 +August 19, 2025 QIU Shenlin +(邱沈林)(2) +Shanghai Fengshi Hechuang +Enterprise Development +Partnership (Limited +Partnership) ( 上海灃石合創 +企業發展合夥企業(有限合 +夥))( ‘‘Fengshi Hechuang ’’) +855,600 31,400,520 +August 20, 2025 ZHAN Jiadi +(詹嘉迪)(3) +Mr. Wang 100 7,599 +August 20, 2025 HE Mu +(何慕)(3) +Mr. Wang 100 4,000 +September 25, +2025 +Zhouyang +Venture (4) +Shiyue Venture 1,000,000 32,000,000 +September 30, +2025 +YAN Feng +(顏峰)(3) +Mr. Wang 100 5,531 +Notes: +(1) Zhejiang Rural Development Group Limited, being the controlling shareholder of Zhejiang Zhongye, effected the +share transfer as part of their intra-group restructuring arrangement. The consideration was determined through intra- +group negotiations and was fully settled on August 27, 2025. +(2) For details, see ‘‘ — Pre-IPO Investments ’’ in this section. +(3) ZHAN Jiadi, HE Mu and YAN Feng invested in our Company during its listing on the NEEQ. To streamline our +Company ’s shareholding structure prior to the Listing, pursuant to the share transfer agreements dated August 20, +2025 and September 30, 2025, Mr. Wang agreed to acquire the equity interests held by ZHAN Jiadi, HE Mu and +YAN Feng in our Company at their respec tive purchase prices on the NEEQ. The co nsiderations were fully settled on +October 12, 2025. +(4) Zhouyang Venture and Shiyue Venture are ultimately controlled by Mr. JIA Zhongxing ( 賈中興), an Independent +Third Party. The consideration was de termined with reference to the valu ation based on the audited financial +statements of the Company as at December 31, 2024. The consideration was fully settled on September 26, 2025. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 99 – + + +--- page 109 --- +In addition, on August 18, 2025, the Board passed resolutions approving, among others, the +restricted share incentive scheme ( ‘‘2025 Restricted Share Incentive Scheme ’’). Subsequently, the 2025 +Restricted Share Incentive Scheme was approved at the shareholders ’ meeting held on September 3, +2025. In September 2025, Our Company entered into a share incentive and capital increase agreement +with Hangzhou Xunlongren, pursuant to which Hangzhou Xunlongren agreed to subscribe 2,310,000 +newly issued Shares of our Company at a consideration of RMB31,647,000 in accordance with the 2025 +Restricted Share Incentive Scheme. The consideration was determined based on our Company ’s audited +net asset value per Share as of December 31, 2024, which was RMB13.7. The share allotment was +completed on September 18, 2025. +Upon the completion of the aforesaid transactions, the shareholding structure of our Company is +set forth in the table below: +Shareholder +Number of +Shares +Ownership +Percentage +(%) +C h u n a nK a l u j i a r e n ............................ 1 9 , 5 6 3 , 6 0 0 2 1 . 1 4 +CHEN Xiaxin ( 陳夏鑫)......................... 1 1 , 7 2 6 , 0 4 1 1 2 . 6 7 +F e n g s h iJ i n g h e .............................. 7 , 3 3 6 , 2 0 0 7 . 9 3 +M r .W a n g .................................. 5 , 8 8 3 , 9 0 0 6 . 3 6 +Q i a n f aG r o u p ................................ 5 , 1 7 1 , 9 0 0 5 . 5 9 +ZHOU Junliang ( 周俊良) ........................ 4 , 7 6 3 , 7 1 9 5 . 1 5 +H a n g z h o uK a l u j i a r e n .......................... 4 , 2 9 7 , 2 7 0 4 . 6 4 +N e w l i n eM e d i a .............................. 4 , 2 3 4 , 7 5 0 4 . 5 8 +G a o j i n gL u o k e............................... 3 , 4 1 5 , 6 0 0 3 . 6 9 +Z h o u y a n gV e n t u r e ............................ 2 , 1 8 4 , 9 0 0 2 . 3 6 +Z i x i n gL i a n g m e i .............................. 2 , 6 6 5 , 0 0 0 2 . 8 8 +Q i h u iR u n j i n ................................ 2 , 4 5 0 , 2 5 0 2 . 6 5 +H a n g z h o uX u n l o n g r e n ......................... 2 , 3 1 0 , 0 0 0 2 . 5 0 +QIU Shenlin ( 邱沈林).......................... 2 , 2 2 8 , 2 0 0 2 . 4 1 +CITIC Securities Investment Co., Ltd. +(中信證券投資有限公司)...................... 1 , 9 3 1 , 3 6 0 2 . 0 9 +J i n s h iK u n x i a n g.............................. 1 , 9 3 1 , 3 6 0 2 . 0 9 +LIU Yu ( 劉宇)............................... 1 , 6 4 6 , 8 0 0 1 . 7 8 +T i a n c h a oS h u i c h a n ........................... 1 , 2 5 2 , 6 1 0 1 . 3 5 +Zhejiang Zhongye . . . . . . . . . . . . . ............... 1 , 1 9 4 , 4 0 0 1 . 2 9 +GUO Quanqing ( 國全慶) ........................ 1 , 1 7 4 , 6 0 0 1 . 2 7 +Y u a n s h e n gJ i a h a o ............................. 1 , 1 4 4 , 4 0 0 1 . 2 4 +S h i y u eV e n t u r e .............................. 1 , 0 0 0 , 0 0 0 1 . 0 8 +F e n g s h iH e c h u a n g ............................ 8 5 5 , 6 0 0 0 . 9 2 +RUAN Xinhong ( 阮新宏) ....................... 3 7 2 , 0 0 1 0 . 4 0 +SHEN Huifeng ( 沈慧芬) ........................ 3 5 0 , 2 3 9 0 . 3 8 +Hangzhou Lingfeng Cybernaut Venture Capital Partnership +(Limited Partnership) ( 杭州靈峰賽伯樂 +創業投資合夥企業(有限合夥) ) .................. 3 3 0 , 0 0 0 0 . 3 6 +DONG Zhendong ( 董振東) ...................... 2 8 0 , 1 7 5 0 . 3 0 +QIAN Huilong ( 錢會龍) ........................ 2 8 0 , 1 7 5 0 . 3 0 +CHEN Chunmei ( 陳春妹) ....................... 2 8 0 , 1 7 5 0 . 3 0 +WU Nanping ( 吳南平) ......................... 2 8 0 , 1 7 5 0 . 3 0 +FU Haiying ( 傅海英) .......................... 1 7 , 3 0 0 0 . 0 2 +Total ..................................... 92,552,700 100.00 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 100 – + + +--- page 110 --- +PRE-IPO INVESTMENTS +Details and Principal Terms of the Pre-IP O Investments and Pre-IPO Investors ’ Rights +The following table summarizes the key terms of the Pre-IPO Investments to our Company made +by the Pre-IPO Investors. +Transfer to +Yuansheng Jiahao +Transfer to +Fengshi Hechuang +Name of investor(s) Yuansheng Jiahao Fengshi Hechuang +Name of transferor QIU Shenlin ( 邱沈林) QIU Shenlin ( 邱沈林) +Date of agreement August 16, 2025 August 19, 2025 +Settlement Date September 26, 2025 September 27, 2025 +Number of shares transferred 1,144,400 855,600 +Amount of consideration paid (RMB) 41,999,480 31,400,520 +Approximate cost per Share paid +(RMB) (1) +36.70 36.70 +Discount to the Offer Price (2) 44.08% 44.08% +Basis of determination of the +consideration +To the best of our Directors ’ knowledge, the basis of +consideration was made after arm ’sl e n g t h +negotiations between the parties and determined with +reference to the valuation based on the audited net +profit attributable to shareholders of the Company for +the year ended December 31, 2024. +Lock-up Period Pursuant to the PRC Company Law, Shares issued by +our Company prior to the Listing (including those +held by the Pre-IPO Investors) will be subject to a +lock-up period of one year from the Listing Date. +Use of proceeds from the Pre-IPO +Investments +No proceed was received by our Company in relation +to the share transfers. +Strategic benefits of the investor +brought to our Company +Our Directors were of the view that the Pre-IPO +Investors ’ investments in our Company was an +endorsement of our Company ’s strength and +prospects, and that our Company would benefit from +the strengthened and diverse Shareholder base. +Notes: +(1) The cost per Share was calculated based on the amount of investment made by the relevant Pre-IPO Investors and the +number of Shares held by them immediately before the completion of the Global Offering. +(2) The discount to the Offer Price is calculated based on the Offer Price of HK$75.50 per H Share. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 101 – + + +--- page 111 --- +No special rights were granted to the Pre-IPO Investors under relevant agreement of the Pre-IPO +Investments. +Compliance with the Guide for New Listing Applicants +On the basis that (i) the consideration for Pre-IP O Investments was settled more than 28 clear days +before the date of first submission of the Listing application to the Stock Exchange or no less than 120 +clear days before the Listing Date; and (ii) no special rights had been granted to the Pre-IPO Investors, +the Joint Sponsors confirm that the Pre-IPO Investments are in compliance with Chapter 4.2 of the +Guide. +Information about the Pre-IPO Investors +The following sets forth background information of our Pre-IPO Investors: +Yuansheng Jiahao +Yuansheng Jiahao is a limited partnership es tablished in the PRC on November 26, 2021. As +a private equity fund, Yuansheng Jiahao is principally engaged in equity investment, investment +management and asset management. Yuansheng Jiahao ’s general partner is Gongqingcheng +Yuansheng Dechuang Investment Partnership (Limited Partnership) ( 共青城元生德創投資合夥企 +業(有限合伙)) ( ‘‘Yuansheng Dechuang ’’), holding 1.21% of the partner ship interest in Yuansheng +Jiahao. Yuansheng Dechuang, as a limited partnership, is managed by Gongqingcheng Yuansheng +Investment Management Co., Ltd ( 共青城元生投資管理有限公司)( ‘‘Yuansheng Investment ’’)a s +the general partner, which in turn is owned by PENG Xueqin ( 彭學勤) and PENG Xinmin ( 彭新 +民) as to 50%, respectively, each being an Independent Third Party. +As of the Latest Practicable Date, Yuansheng Ji ahao has 9 limited partners, each holding less +than 30% partnership interest therein. To the best knowledge of our Directors, each of Yuansheng +Jiahao, Yuansheng Dechuang and Yuansheng Investment is an Independent Third Party. +Fengshi Hechuang +Fengshi Hechuang is a limited partnership established in the PRC on August 19, 2025, +primarily engaged in enterprise manageme nt and consulting services. Fengshi Hechuang ’s general +partner is CHEN Xi ( 陳希), who held 15.95% of the partnership interest therein. As of the Latest +Practicable Date, Fengshi Hechuang is owned as to 30.25% by Mr. KONG Deren ( 孔德仁)a n d +four other limited partners, each holding less than 30% partnership interest therein. Mr. KONG +Deren is a non-executive Director of our Company. See ‘‘Directors and Senior Management — +Board of Directors — Non-Executive Directors ’’ in this Prospectus for details of his biography. +Save as disclosed above, to the best knowledge of our Directors, each of CHEN Xi and the limited +partners (other than Mr. KONG Deren) is an Independent Third Party. +To the best knowledge of our Directors having made due and careful enquiries, save for any past +or present relationship with our Company disclosed above, our Pre-IPO Investors, including their +respective general partners and/or limited partners (if applicable), and their u ltimate beneficial owners +are Independent Third Parties. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 102 – + + +--- page 112 --- +EMPLOYEE INCENTIVE PLATFORMS +In recognition of the contributions of our employe es and to incentivize them to further promote our +development, Hangzhou Kalujiaren and Hangzhou Xunlongren were each established in the PRC as our +Employee Incentive Platforms which directly hold Shares in our Company. +(1) Hangzhou Kalujiaren +Hangzhou Kalujiaren was established as a limited liability partnership under the laws of the PRC +on August 8, 2023. As of the Latest Practicable Date, Hangzhou Kalujiaren directly holds approximately +4.64% of the equity interest in our Company. As of the Latest Practicable Date, Hangzhou Kalujiaren +has 37 partners, including Directors, senior ma nagement and other employee participants. +As of the Latest Practicable Date, the percentage of ownership interest of all the core connected +persons of the Group in Hangzhou Kalujiaren are set out below: +Name of partner Nature of core connected person +Approximate +percentage of +ownership interest in +Hangzhou Kalujiaren +M r .W a n g.............. E x e c u t i v eD i r e c t o r 3 1 . 4 2 % +M r .X I AY o n g t a o ........ E x e c u t i v eD i r e c t o r 6 . 9 8 % +M r .H A NL e i ........... E x e c u t i v eD i r e c t o r 9 . 3 1 % +M r .W A N GZ h i g a n g ...... E x e c u t i v eD i r e c t o r 1 . 8 6 % +Mr. XU Yongjian . . . . . . . . Chief financial officer and supervisor +of certain subsidiaries +1.86% +M r .H EL i m i n g .......... S u p e r v i s or of certain subsidiaries 1.40% +Mr. ZHAN Shili . . . . . . . . . Supervisor of Quzhou Xunlong 1.16% +Mr. ZHANG Dahai . . . . . . . Director of certain subsidiaries 0.47% +Total ................. 5 4 . 4 6 % +Mr. Wang is the general partner and executive partner responsible for the management of +Hangzhou Kalujiaren. The voting rights attached to the Shares held by Hangzhou Kalujiaren are +exercised by Mr. Wang, the executive partner of Hangzhou Kalujiaren, in accordance with the +partnership agreement entered into among the general and limited partners of Hangzhou Kalujiaren. +As of the Latest Practicable Date, each of the remaining 29 partners, who are current employees of +the Group, held interests in Hangzhou Kalujiaren in the range of approximately 0.23% to 5.82%. +(2) Hangzhou Xunlongren +Hangzhou Xunlongren was established as a limited liability partnership under the laws of the PRC +on September 4, 2025. As of the Latest Practicable Date, Hangzhou Xunlongren directly holds +approximately 2.50% of the equity interest in ou r Company. As of the Latest Practicable Date, +Hangzhou Xunlongren has 44 partners, including Directors, senior management and other employee +participants. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 103 – + + +--- page 113 --- +As of the Latest Practicable Date, the percentage of ownership interest of all the core connected +persons of the Group in Hangzhou Xunlongren are set out below: +Name of partner Nature of core connected person +Approximate +percentage of +ownership interest in +Hangzhou Xunlongren +M r .W a n g.............. E x e c u t i v eD i r e c t o r 2 . 0 3 % +M r .X I AY o n g t a o ........ E x e c u t i v eD i r e c t o r 1 2 . 9 9 % +M r .H A NL e i ........... E x e c u t i v eD i r e c t o r 1 2 . 9 9 % +M r .W A N GZ h i g a n g ...... E x e c u t i v eD i r e c t o r 3 . 4 6 % +Mr. XU Yongjian . . . . . . . . Chief financial officer and supervisor +of certain subsidiaries +12.99% +Mr. ZHANG Dahai . . . . . . . Directors of certain subsidiaries 3.46% +Total ................. 47.92% +As of the Latest Practicable Date, the eligible participants individually holding more than 10% +interests in Hangzhou Xunlongren (other than as stated in the above table) are set out below: +Name of partner Nature o f eligible participants +Approximate +percentage of +Ownership interest in +Hangzhou Xunlongren +Mr. XU Pengfei . . . . . . . . . . Secretary of our Board 12.99% +Mr. Wang is the general partner and executive partner responsible for the management of +Hangzhou Xunlongren. The voting rights attached to the Shares held by Hangzhou Xunlongren are +exercised by the executive partner of Hangzhou Xunlongren in accordance with the partnership +agreement entered into among the general and limited partners of Hangzhou Xunlongren. +As of the Latest Practicable Date, each of the remaining 37 partners, who are current employees of +the Group, held interests in Hangzhou Xunlongren in the range of approximately 0.43% to 3.46%. +COMPLIANCE WITH LAWS AND REGULATIONS +As advised by our PRC Legal Advisor, our Company has made all necessary registrations with the +relevant local branch of SAMR in respect to all of the aforesaid capital increases, equity transfers, share +subscriptions, changes in registe red capital, conversion into a joint stock company with limited liability. +MAJOR ACQUISITIONS, DISPOSALS AND MERGERS +During the Track Record Period and up to the Latest Practicable Date, we did not conduct any +material acquisitions, mergers or disposals that we considered significant to us. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 104 – + + +--- page 114 --- +CONCERT PARTY ARRANGEMENTS +Mr. Wang has entered (i) a concert party agreement dated August 30, 2018 and a supplemental +concert party agreement dated October 21, 2021 with Chunan Kalujiaren; (ii) a concert party agreement +dated October 13, 2023 with Hangzhou Kalujiaren and our Company; and (iii) a concert party agreement +dated September 28, 2025 with Hangzhou Xunlongren and our Company. Pursuant to aforesaid concert +party agreements (the ‘‘Concert Party Agreements ’’), each of Chunan Kalujiaren, Hangzhou Kalujiaren +and Hangzhou Xunlongren agreed to act in concert with Mr. Wang and they will act in accordance with +Mr. Wang ’s instructions if a consensus cannot be reached. +PUBLIC FLOAT AND FREE FLOAT +Our Company has applied for H-share full circulation to convert all Unlisted Shares into H Shares +after the Listing. The Conversion of Unlisted Sha res into H Shares will involve an aggregate of +92,552,700 Unlisted Shares, being all of our issu ed share capital of our Company as of the Latest +Practicable Date. Following the Conversion of the Unlisted Shares into H Shares and upon completion +of the Global Offering (assuming that the Over-allotment Option is not exercised): +(i) a total of 44,916,586 H Shares held by our core connected persons, being our Single Largest +Shareholders, Mr. CHEN Xiaxin, Mr. DONG Zhendong and Fengshi Hechuang, will not be +counted towards the public float, representing approximately 41.25% of our total issued +Shares upon the completion of the Global Offering; +(ii) a total of 47,636,114 H Shares held by the other existing Shareholders as a result of the +Conversion of Unlisted Shares into H Shares will be counted as part of the public float, +representing approximately 43.75% of our total issued Shares upon the completion of the +Global Offering. None of such remaining exi sting Shareholders is accustomed to take +instructions from our Company (or any of its subsidiaries) or any of our core connected +persons in relation to the acquisition, disposal , voting or other disposition of their Shares and +none of their acquisition of the Shares were fina nced directly or indirectly by our Company +(or any of its subsidiaries) or our core connected person; and +(iii) a total of 16,332,900 H Shares to be issued pur suant to the Global Offering will be counted +as part of the public float, representing 15% of our total issued Shares upon the completion +of the Global Offering. +Based on the above, it is expected that immediat ely following the Conversion of the Unlisted +Shares into H Shares and upon completion of the Gl obal Offering (assuming that the Over-allotment +Option is not exercised), a total of 63,969,014 H Shares, representing approximately 58.74% of our total +issued Shares, will be counted as part of the public float, which is higher than the prescribed percentage +of H Shares required to be held in public hands of approximately 18.25% under Rule 19A.13A(1) of the +Listing Rules (on the basis of the Offer Price of HK$75.50 per H Share and the expected market value +of the total issued share capital of our Company being over HK$6 billion but not exceeding HK$30 +billion). +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 105 – + + +--- page 115 --- +FREE FLOAT +Rule 8.08A (as amended and replaced by Rule 19A.13C) of the Listing Rules provides that, where +a new applicant is a PRC issuer with no other listed shares at the time of listing, this will normally +mean that the portion of H shares for which listing i s sought that are held by the public and not subject +to any disposal restrictions (whether under contract, the Listing Rules, applicable laws or otherwise), at +the time of listing, must: (a) represent at least 10% of the total number of issued shares in the class to +which H shares belong at the time of listing (excludin g treasury shares), with an expected market value +at the time of listing of not less than HK$50,000,000; or (b) have an expected market value at the time +of listing of not less than HK$600,000,000. +Assuming the Over-allotment Option is not exer cised and based on an Offer Price of HK$75.50 +per H Share, the Company will satisfy the free float requirement under Rule 19A.13C(1) of the Listing +Rules. +PREVIOUS LISTING ON THE NEEQ AND A-SHARE LISTING ATTEMPTS +Listing of our Company on the NEEQ +On January 31, 2024, our Company received approval for our Shares to be listed on the NEEQ in +the PRC (stock code: 873394), and our Shares began trading on the NEEQ on March 1, 2024. +Delisting of our Company from the NEEQ +Based on the development status of the industry in which our Company is located and the overall +planning of its own strategic development, in order to better concentrate on our Company business +management, reduce our Company ’s operating costs, improve the efficiency of business decision- +making, and maximize the interests of our Company and shareholders, after careful consideration, we +voluntarily applied to delist our Shares from the NE EQ in August 2025. The delisting was completed on +August 6, 2025. +Compliance during listing on the NEEQ +Our Directors confirmed that, to the best of their knowledge and belief: +(i) during the period that our Company was listed on the NEEQ: +a. our Company had been in compliance in all ma terial respects with all applicable rules +and regulations of the NEEQ and the Securities Law; and +b. our Company had not been subject to any administrative penalty by the NEEQ and/or +any relevant law enforcement authority or re gulator related to securities supervision; +and +(ii) there are no further matters in relation to t he prior listing of our Company on the NEEQ and +the subsequent delisting that needs to be brought to the attention of the Stock Exchange, our +Shareholders or the potential investors. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 106 – + + +--- page 116 --- +Based on the due diligence work conducted by the Joint Sponsors, nothing has come to the Joint +Sponsors ’ attention that would reasonably ca use it to disagree with the Directors ’ views mentioned +above. +A-Share Listing Attempts +In October 2011, our Company submitted the first a pplication to CSRC for listing on ChiNext (the +‘‘First Attempt ’’). Subsequently, the Public Offering Review Committee ( 發行審核委員會)( t h e +‘‘PORC ’’) reviewed our Company ’s first ChiNext listing applicatio ni ni t sm e e t i n gi nJ u l y2 0 1 2 .U p o n +the PORC ’s review, our listing application was not approv ed primarily due to their concern in relation to +the amount of certain related party transactions in terms of the then total revenue and net profit of our +Company. +The concerns raised by the PORC in relation to the re lated party transactions in the First Attempt +have been addressed in our Company ’s current listing application. The relevant related party was only a +minority shareholder of our Company, holding approximately 4.99% equity interest in 2012 and +approximately 2.88% equity interest as of the Lates t Practicable Date. We terminated its procurement +relationship with the relevant related party in 2013, and there has been no transaction or business +relationship with them since then. Since its estab lishment, our Company has primarily adopted a self- +breeding model for sturgeon production, supplemented by procurement from a diversified base of +external suppliers, and has not materially relied on a ny single external supplier. The relevant related +party was engaged only as one of our Company ’s external sturgeon suppliers during the period from +2010 to 2012. Accordingly, the termination of such procurement relationship had no material adverse +impact on our production or operations, nor did it result in any change to our business strategy. In +addition, our Company has adopted appropriate internal control measures and policies governing related +party transactions to ensure that any such transactions are conducted on normal commercial terms, on an +arm’s length basis, and in compliance with applicab le requirements under the Listing Rules. +In September 2014, our Company submitted the second application to CSRC for listing on +ChiNext (the ‘‘Second Attempt ’’), and the CSRC accepted our application in October 2014. Our +Company received and responded to inquiries from the CSRC after the submission of the listing +application and subsequently, the PORC reviewed our second ChiNext listing application in January +2018. Upon the PORC ’s review, our second ChiNext listing app lication was not approved mainly due to +concerns in relation to our overseas sales, inventory level and our then ownership structure. +The concerns raised by the PORC in the Second Attempt have been comprehensively addressed +and fully resolved in our Company ’s current listing application. In particular, (i) the authenticity of +revenue from overseas sales through distributors have been resolved, as our Directors confirm that, +throughout the Track Record Period and up to the La test Practicable Date, o ur Group consistently +adopted a direct sales model and did not sell its products, whether locally or overseas, through +distributors; (ii) reasonableness of measurement of consumable biological assets is supported by +AVISTA Asset Appraisal (Beijing) Co., Ltd ’s independent valuation, wh ich is in compliance with IFRS +13 and IAS 41 with reasonable basis, together with ou r comprehensive internal controls to ensure data +accuracy and completeness during the Track Record Pe riod; and (iii) absence of c ontrolling shareholder +and actual controller has been resolved by our full disclosure under the section headed ‘‘ Relationship +with our Single Largest Shareholders ’’ of this Prospectus, which together clarifies the allocation of +control and decision-making authority within our Group and confirms that Mr. Wang has established +control over our Group through his direct shareholdi ng and his controlled entities and will be our Single +Largest Shareholder upon Listing. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 107 – + + +--- page 117 --- +In December 2022, our Company submitted the th ird application to CSRC for the listing on the +Main Board of Shenzhen Stock Exchange ( ‘‘SZSE ’’). Since our submission of listing application, we did +not receive the notice of acceptance from the CSRC, nor did we receive any comments or feedback +regarding the listing application process of our Co mpany from either the SZSE or the CSRC. Under the +applicable SZSE listing rules, as formal acceptance by the CSRC is a prerequisite for a listing +application to enter into the review process and beco me subject to any lapse, such listing application did +not proceed to a stage where a lapse could have occurred. +During our previous A-share listing attempts, pur suant to the applicable PRC laws and regulations +then in force, A-share listing applications were on ly subject to review and approval by the CSRC, while +the relevant stock exchange, including the SZSE, was not the regulatory authority responsible for such +review. Accordingly, save for inquiries from the CSRC, we did not receive any inquiries from the SZSE +or other regulatory authorities in respect of the relevant listing applications. +Our Directors confirm that there have not been any disagreements or disputes between our +Company and the professional parties involved in the A-share listing attempts. Furthermore, our +Directors are of the view that the concerns raised in the previous three A-share listing attempts (the +‘‘Previous Concerns ’’) were satisfactorily resolved in our cur rent listing applications and no matters +relating to the previous listing attempts that would hav e a material adverse implication on the Listing or +may materially and adversely affect our Company ’s suitability for Listing for the following reasons: +(i) as of the Latest Practicable Date, the related party in issue is a minority shareholder of our +Company, and there has been no transactions between our Company and the relevant related +party since 2013, which is believed to be directly resolving the PRC Regulators ’ previous +concerns regarding reliance on related-party transactions; +(ii) our Company has maintained stringent and comprehensive internal control policies and +procedures in relation to, among o thers, related-party transacti ons, and has further established +sound accounting, management and compliance systems to ensure ongoing compliance with +the Listing Rules and applicable laws and regulations; +(iii) during the Track Record Period and up to th e Latest Practicable Date, our Company has not +been and is not subject to any material litigatio n, arbitration, or administrative proceedings; +(iv) since the First and Second Attempts, which were more than a decade ago, our Company has +achieved more and more robust rev enue growth, sustainable pr ofitability, healthy cash flow, +and industry-leading performance during the Track Record Period, supported by a strong +supply chain, improved production efficiency and enhanced financial discipline, thereby +meeting the relevant listing requirements; and +(v) throughout the years, our Company ’s customer base has been significantly optimized and +currently comprised of long-term and reputable as well as strategically aligned clients across +over 40 countries and regions. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 108 – + + +--- page 118 --- +On such basis, our Directors are of the view that there are no matters relating to the listing +applications on ChiNext and on the Main Board of SZ SE (i) that are relevant to the Listing and should +be disclosed in this Prospectus for investors to form an informed assessment of our Company; (ii) which +would have a material adverse implication on the Li sting or may materially and adversely affect the +suitability of our Company for the Listing, or (iii) wh ich should be brought to the attention of the Stock +Exchange or potential investors in the Global Offering. In addition, our Directors believe that the Listing +will be in the interest of our Group ’s business development strategies, and would be beneficial to us and +our Shareholders as a whole for the following reasons: (i) the Stock Exchange, as a leading player of the +international financial markets, could offer us a direct access to the international capital markets, +enhance our fund-raising capabilities and broaden our fund-raising channels and our Shareholders base +as well as strengthen our international exposure; ( ii) the Listing would give us a better platform for our +development in our business in the international m arket; and (iii) the Listing on the Stock Exchange will +further raise our brand awareness, business profile and thus, enhance our corporate image to attract new +customers, business partners and strategic investors as well as to recruit, motivate and retain key +management personnel for our Group ’s business. +Based on the due diligence conduc ted by the Joint Sponsors, nothing material has come to the +attention of the Joint Sponsors that would cause them to disagree with the Directors ’ views with regard +to the A-share listing attempts and the rectificatio n of the key concerns raised in the A-share listing +attempts as disclosed above. +Notwithstanding that, as of the Latest Practicab le Date, the CSRC has requested information in +relation to our previous listing on the NEEQ, inclu ding the reasons for such delisting, whether the +Company intends to pursue an A-share listing and the relevant arrangements, and whether such matters +would have any material adverse impact on the current listing application, no comments have been +raised by the CSRC in relation to the Previous Concerns. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 109 – + + +--- page 119 --- +CAPITALIZATION OF OUR COMPANY +The table below is a summary of the capitalizatio n of our Company as of the Latest Practicable +Date and immediately following the completion of the Global Offering (assuming the Over-allotment +Option is not exercised) and the Conversion of the Unlisted Shares into H Shares: +As of the Latest +Practicable Date +Immediately upon completion of the Global +Offering (assuming the Over-allotment Option +is not exercised) and Conversion of Unlisted +Shares into H shares +Name of Shareholder +Number of +Unlisted +Shares +%a st ot h e +total issued +share capital +of our +Company +Number of Shares +%a st ot h e +total issued +share capital +of our +CompanyH Shares +Unlisted +Shares +(%) (%) +Single Largest Shareholders +Mr. Wang 5,883,900 6.36 5,883,900 — 5.40 +Chunan Kalujiaren 19,563,600 21.14 19,563,600 — 17.97 +Hangzhou Kalujiaren 4,297,270 4.64 4,297,270 — 3.95 +Hangzhou Xunlongren 2,310,000 2.50 2,310,000 — 2.12 +Sub-total 32,054,770 34.64 32,054,770 — 29.44 +State/Provincially Owned Entities +Zhejiang Provincially Owned Entities +Newline Media (Note 1) 4,234,750 4.58 4,234,750 — 3.89 +Zhejiang Zhongye 1,194,400 1.29 1,194,400 — 1.10 +Shiyue Venture (Note 2) 1,000,000 1.08 1,000,000 — 0.92 +Sub-total 6,429,150 6.95 6,429,150 — 5.90 +Other State/Provinc ially Owned Entities +Qianfa Group 5,171,900 5.59 5,171,900 — 4.75 +Jinshi Kunxiang (Note 3) 1,931,360 2.09 1,931,360 — 1.77 +Qihui Runjin (Note 4) 2,450,250 2.65 2,450,250 — 2.25 +CITIC Securities Company Limited +(中信証券股份有限公司) +CITIC Securities Investment Co., Ltd. +(中信證券投資有限公司)(Note 5) 1,931,360 2.09 1,931,360 — 1.77 +Others +CHEN Xiaxin ( 陳夏鑫) 11,726,041 12.67 11,726,041 — 10.77 +Fengshi Jinghe 7,336,200 7.93 7,336,200 — 6.74 +ZHOU Junliang ( 周俊良) 4,763,719 5.15 4,763,719 — 4.37 +Gaojing Luoke 3,415,600 3.69 3,415,600 — 3.14 +Zixing Liangmei 2,665,000 2.88 2,665,000 — 2.45 +QIU Shenlin ( 邱沈林) 2,228,200 2.41 2,228,200 — 2.05 +Zhouyang Venture 2,184,900 2.36 2,184,900 — 2.01 +LIU Yu ( 劉宇) 1,646,800 1.78 1,646,800 — 1.51 +Tianchao Shuichan 1,252,610 1.35 1,252,610 — 1.15 +GUO Quanqing ( 國全慶) 1,174,600 1.27 1,174,600 — 1.08 +Yuansheng Jiahao 1,144,400 1.24 1,144,400 — 1.05 +Fengshi Hechuang 855,600 0.92 855,600 — 0.79 +RUAN Xinhong ( 阮新宏) 372,001 0.40 372,001 — 0.34 +SHEN Huifeng ( 沈慧芬) 350,239 0.38 350,239 — 0.32 +Hangzhou Lingfeng Cybernaut Venture Capital +Partnership (Limi ted Partnership) ( 杭州靈峰 +賽伯樂創業投資合夥企業(有限合夥)) 330,000 0.36 330,000 — 0.30 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 110 – + + +--- page 120 --- +As of the Latest +Practicable Date +Immediately upon completion of the Global +Offering (assuming the Over-allotment Option +is not exercised) and Conversion of Unlisted +Shares into H shares +Name of Shareholder +Number of +Unlisted +Shares +%a st ot h e +total issued +share capital +of our +Company +Number of Shares +%a st ot h e +total issued +share capital +of our +CompanyH Shares +Unlisted +Shares +(%) (%) +DONG Zhendong ( 董振東) 280,175 0.30 280,175 — 0.26 +QIAN Huilong ( 錢會龍) 280,175 0.30 280,175 — 0.26 +CHEN Chunmei ( 陳春妹) 280,175 0.30 280,175 — 0.26 +WU Nanping ( 吳南平) 280,175 0.30 280,175 — 0.26 +FU Haiying ( 傅海英) 17,300 0.02 17,300 — 0.02 +Sub-total 42,583,910 46.01 42,583,910 — 39.13 +Investors from the Global Offering —— 16,332,900 — 15.00 +Total 92,552,700 100.00 108,885,600 — 100.00 +Notes: +(1) Newline Media is owned as to 90% by Zhejiang Newspaper Media Holding Group Co., Ltd. ( 浙報傳媒控股集團有限 +公司), which is wholly owned by Zhejiang Daily Press Group ( 浙江日報報業集團). Zhejiang Daily Press Group, a +public institution in Zhejiang Province, is aggregated with th e shareholding entities ultimately traceable to the State- +owned Assets Supervision and Administration Commission of the People ’s Government of Zhejiang Province. +(2) Shiyue Venture is a limited partnership established in the PRC. The general partner of Shiyue Venture is Zhejiang +Xingan Shiye Investment Management Co., Ltd. ( 浙江新幹世業投資管理有限公司), which holds approximately +0.9288% partnership interest therein. Zhejiang Xingan Shiye Investment Management Co., Ltd. is held as to 35% by +Hangzhou Fengshi Enterprise Management Co., Ltd. ( 杭州灃實企業管理有限公司) ,w h i c hi su l t i m a t e l yh e l da st o +98% by Jia Zhongxing ( 賈中星). Zhejiang Xingan Shiye Investment Management Co., Ltd. is held as to 32% by +Zhejiang Xinganxian Media Investment Co., Ltd. ( 浙江新幹線傳媒投資有限公司), which is held as to 90% by +Zhejiang Daily Media Holding Group Co., Ltd. ( 浙報傳媒控股集團有限公司), which is in turn wholly owned by +Zhejiang Daily Press Group ( 浙江日報報業集 +團). Zhejiang Daily Press Group, a p ublic institution in Zhejiang +Province, is aggregated with the shareho lding entities ultimately traceable to th e State-owned Asse ts Supervision and +Administration Commission of the People ’s Government of Zhejiang Province. +(3) Jinshi Kunxiang is a limited partnership, which, at of the Latest Practicable Date, was owned as to 0.16% by CITIC +Goldstone Investment Co., Ltd. ( 中信金石投資有限公司) as its general partner, a wholly owned subsidiary of CITIC +Securities Company Limited ( 中信證券股份有限公司). The limited partner holding more than 30% partnership +interest in Jinshi Kunxiang is Sujiu Grou p Jiangsu Wealth Management Co., Ltd. ( 蘇酒集團江蘇財富管理有限公司), +which holds approximately 46.8% partnership interest therein. Sujiu Group Jiangsu Wealth Management Co., Ltd. is +wholly owned by Jiangsu Yanghe Distillery Co., Ltd. ( 江蘇洋河酒廠股份有限公司) ,w h i c hi sh e l da st o +approximately 34.2% by Jiangsu Yanghe Group Co., Ltd. ( 江蘇洋河集團有限公司), which is wholly held by Suqian +Industrial Development Group Co., Ltd. ( 宿遷產業發展集團有限公司), which is in turn wholly owned by Suqian +Municipal People ’sG o v e r n m e n t(宿遷市人民政 +府). +(4) Qihui Runjin is a limited partnership established in the PRC. The general partner of Qihui Runjin is Henan CICC +Huirong Private Fund Management Co., Ltd. ( 河南中金匯融私募基金管理有限公司), which holds approximately +0.0988% partnership interest in Qihui Runjin and is owned as to 50% by CICC Capital Management Co., Ltd. ( 中金 +資本運營有限公司) and as to 50% by Henan Innovation Investment Group Co., Ltd. ( 河南創新投資集團有限公司). +CICC Capital Management Co., Ltd. is wholly owned by China International Capital Corporation Limited ( 中國國際 +金融股份有限公司), which is held as to approximately 40.1% by Central Huijin Investment Ltd. ( 中央匯金投資有限 +責任公司), which is wholly owned by China Investment Corporation ( 中國投資有限責任公司) ,w h i c hi si nt u r n +wholly owned by the State Council ( 國務院). Henan Innovation Investment Group Co., Ltd. is wholly owned by +Henan Investment Group Co., Ltd. ( 河南投資集團有限公司), which is in turn wholly owned by the Department of +Finance of Henan Province ( 河南省財政廳). +(5) As of the Latest Practicable Date, CITIC Securities Investment Co., Ltd. ( 中信證券投資有限公司) was wholly owned +by CITIC Securities C ompany Limited ( 中信証券股份有限公司) (a company listed on the Shanghai Stock Exchange +under the stock code: 600030 and on the Hong Kong Stock Exchange under the stock code: 06030). +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 111 – + + +--- page 121 --- +OUR STRUCTURE IMMEDIATELY PRIOR TO THE GLOBAL OFFERING +The chart below illustrates the corporat e structure of our Group immediately prior to the completion of the Global Offering: +Sichuan Kaluga Technology +Development Co., Ltd. +(Ҧ +ʮ̡) +(PRC) +Quzhou Sturgeon Aquatic Food +Technology Development +Co., Ltd. (ۜ +ʮ̡) +(PRC) (Note 2) +Hubei Kaluga Technology +Development Co., Ltd. +(Ҧ +ʮ̡) +(PRC) +42.80% 31.42% +100% +2.03% +21.14% 4.64% 2.50% 6.36% 12.67% 7.93% 5.15% 4.58% 5.59% 3.69% 2.88% 2.65% 2.41% 2.36% 2.09% 2.09% 1.78% 1.35% 1.29% 1.27% 1.24% 1.08% 3.28% +79.45% 100% 100% 100% 100% 100% 51.00% 70.00% 100% +100% 51% +100% +100% 100% 100% 100% 100% 80% +20% +Chunan Kalujiaren + (Note 2) Hangzhou Xunlongren Fengshi Jinghe +Newline MediaQianfa Group Zixing Liangmei QIU Shenlin (؍) +CITIC Securities +Investment Co., Ltd. +(ᗇՎҳ༟ +ʮ̡) +LIU Yu (ᄎρ) Zhejiang Zhongye Yuansheng Jiahao +Other existing +Shareholders (Note 1)CHEN Xiaxin (㒥) +ZHOU Junliang +(Ԅ) Gaojing Luoke Qihui Runjin Zhouyang Venture Jinshi Kunxiang Tianchao Shuichan GUO Quanqing +(Όᅅ) +Our Company +(PRC) +Liaoning Xunlong Technology +Development Co., Ltd. +(ʮ̡) +(PRC) +Hubei Kalujia Food +Co., Ltd. (ಳ̏̔ᚣТ +ʮ̡) +(PRC) +Sichuan Kalujia Technology +Development Co., Ltd. +(Ҧ +ʮ̡) +(PRC) +Quzhou Sturgeon Aquatic Food +Technology Development +Co., Ltd. (ۜ +ʮ̡) +(PRC) (Note 3) +Hubei Kalujia Technology +Development Co., Ltd. +(Ҧ +ʮ̡) +(PRC) +Sichuan Kalujia Import and +Export Trading Co., Ltd. +(̬ʇ̔ᚣТආ̈ɹ +ʮ̡) +(PRC) +Sichuan Kalujia Food +Co., Ltd. (̬ʇ̔ᚣТ +ʮ̡) +(PRC) +Sichuan Kalujia +Aquaculture Co., Ltd. +(̬ʇ̔ᚣТ +ʮ̡) +(PRC) (Note 6) +Quzhou Kalujia Import & +Export Co., Ltd. (ᜪψ +ʮ̡) +(PRC) +Quzhou Kecheng Kalujia +Catering Management Co., Ltd. +(̔ᚣТභ +ʮ̡) +(PRC) +Jiangxi Xunlong Food +Co., Ltd. (ϪГ㑕Ꮂ +ʮ̡) +(PRC) +Jiangxi Xunlong Import and +Export Co., Ltd. (ϪГ㑕Ꮂආ +ʮ̡) +(PRC) +Quzhou Kalujia Fishery +Technology Development +Co., Ltd. (ᜪψ̔ᚣТ˥ପ +ʮ̡) +(PRC) +Beijing Qiandao Xunyu +Technology Development +Co., Ltd. (㑕ุ +ʮ̡) +(PRC) +Hubei Qiandao Lake Xunlong +Technology Development +Co., Ltd. (ಳ㑕Ꮂ +ʮ̡) +(PRC) (Note 4) +Shandong Xunlong Fishing +Technology Development +Co., Ltd. (㑕Ꮂဝุ +ʮ̡) +(PRC) (Note 5) +Hong Kong Red Apple +International Development +Limited (ყ +ʮ̡) +(HK) +Hangzhou Kalujiaren +Chunan Qiandao Lake +Sturgeon Import and Export +Co., Ltd. (ಳ㑕Ꮂ +ʮ̡) +(PRC) +Shiyue Venture +Mr. Wang +Jiangxi Ruoxi Ecological +Agriculture Co., Ltd. +(⦪͛࿒ +ʮ̡) +(PRC) +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 112 – + + +--- page 122 --- +Notes: +(1) As of the Latest Practicable Date, other existing shareholders include Fengshi Hechuang (0.92%), Ruan Xinhong ( 阮新宏) (0.40%), Shen Huifen ( 沈慧芬) (0.38%), Hangzhou +Lingfeng Cybernaut Venture Capital Partnership (Limited Partnership) ( 杭州靈峰賽伯樂創業投資合夥企業(有限合夥)) (0.36%), Dong Zhendong ( 董振東) (0.30%), Qian +Huilong ( 錢會龍) (0.30%), Chen Chunmei ( 陳春妹) (0.30%), Wu Nanping ( 吳南平) (0.30%) and Fu Haiying ( 傅海英)( 0 . 0 2 % ) . +(2) As of the Latest Practicable Date, the equity interests of Chunan Kalujia r e nw e r eh e l db y3 1s h a r e h o l d e r s ,o u to fw h i c hM r .W a n g( E x e c u t i v eD i r e c t or) held approximately +42.80% interests, Mr. Xia Yongtao (Executive Director) held approximately 34.86% interests, Mr. Han Lei (Executive Director) held approximately 6 .80% interests, Ms. Xu +Liyun (Deputy general manager) held approximately 1.02% interests, Mr. He Liming (Supervisor of certain subsidiaries) held approximately 0.51% in terests, Mr. Xu Yongjian +(Chief financial officer) held approximately 0.26% interests, a former employee of the Group held approximately 0.33% interests and each of the rema i n i n g2 4s h a r e h o l d e r s , +who are current employees of the Group and are neither a Director nor a member of senior management of the Group, held interests in Chunan Kalujiaren in t he range of +approximately 0.19% to 1.97%. Pursuant to the voting rights entrustment agreement dated October 31, 2022 entered into between Mr. Xia Yongtao and Mr. Wang, Mr. Xia +Yongtao has appointed Mr. Wang as his sole and exclusive proxy to exercise all voting rights attached to his interests in Chunan Kalujiaren on his behal f. Accordingly, +Chunan Kalujiaren was controlled by Mr. Wang by virtue of such de facto proxy agreement, and Mr. Xia Yongtao and the other shareholders of Chunan Kaluji aren were not +included in the group of Single Largest Shareholders, as Mr. Xia Yongtao did not exercise control over Chunan Kalujiaren and each of the other sharehol ders held less than +10% interests, with no contractual, voting or other arrangements to act in concert or jointly influence Chunan Kalujiaren. +(3) Remaining 20.55% held by Zhejiang Rural Revitalization Investment Fund Co., Ltd. ( 浙江省鄉村振興投資基金有限公司)( ‘‘Revitalization Fund ’’). Pursuant to an +investment agreement dated July 30, 2025 entered into among the Company, Quzhou Xunlong, Mr. Wang, Chunan Kalujiaren and Revitalization Fund, certa in customary +investor protection rights have been granted to Revitalization Fund, including, among others, anti-dilution rights, redemption rights, rights of first refusal and information +rights. Pursuant to the information rights, our Company is required to disclose certain material information to Revitalization Fund. Such informat ion rights will be terminated +prior to the Listing. The remaining investor protection rights concern matters relating to Quzhou Sturgeon Aquatic Food Technology Development Co. , Ltd. only and are not +subject to the guidance set out in Chapter 4.2 of the Guide. +(4) Remaining 49% held by ZHAO Guangming ( 趙光明), an Independent Third Party. +(5) Remaining 30% held by Sishui County Yurun Fishery Co., Ltd. ( 泗水縣雨潤漁業有限公司), which were held by 10 individual shareholders, each being an Independent Third +Party. +(6) Remaining 49% held by CHEN Yulin ( 陳玉林), an Independent Third Party. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 113 – + + +--- page 123 --- +OUR STRUCTURE UPON COMPLETION OF THE GLOBAL OFFERING +The chart below illustrates the corporate structure of our Group imme diately following the completion of the Global Offering (assuming the +Over-allotment Option has not been exercised): +Sichuan Kaluga Technology +Development Co., Ltd. +(Ҧ +ʮ̡) +(PRC) +Quzhou Sturgeon Aquatic Food +Technology Development +Co., Ltd. (ۜ +ʮ̡) +(PRC) (Note 2) +Hubei Kaluga Technology +Development Co., Ltd. +(Ҧ +ʮ̡) +(PRC) +42.80% 31.42% +100% +2.03% +17.97% 3.95% 2.12% 5.40% 10.77% 6.74% 4.37% 3.89% 3.14% 2.45% 2.25% 2.05% 2.01% 1.77% 1.77% 1.51% 1.15% 1.10% 1.08% 1.05% 0.92% 2.80% +79.45% 100% 100% 100% 100% 100% 51.00% 70.00% 100% +100% 51% +100% +100% 100% 100% 100% 100% 80% +20% +15%4.75% +QIU Shenlin (؍LIU Yu (ᄎρ) +Other existing +Shareholders (Note 1)CHEN Xiaxin (㒥) +Our Company +(PRC) +Liaoning Xunlong Technology +Development Co., Ltd. +(ʮ̡) +(PRC) +Hubei Kalujia Food +Co., Ltd. (ಳ̏̔ᚣТ +ʮ̡) +(PRC) +Sichuan Kalujia Technology +Development Co., Ltd. +(Ҧ +ʮ̡) +(PRC) +Quzhou Sturgeon Aquatic Food +Technology Development +Co., Ltd. (ۜ +ʮ̡) +(PRC) (Note 3) +Hubei Kalujia Technology +Development Co., Ltd. +(Ҧ +ʮ̡) +(PRC) +Sichuan Kalujia Import and +Export Trading Co., Ltd. +(̬ʇ̔ᚣТආ̈ɹ +ʮ̡) +(PRC) +Sichuan Kalujia Food +Co., Ltd. (̬ʇ̔ᚣТ +ʮ̡) +(PRC) +Sichuan Kalujia +Aquaculture Co., Ltd. +(̬ʇ̔ᚣТ +ʮ̡) +(PRC) (Note 6) +Quzhou Kalujia Import & +Export Co., Ltd. (ᜪψ +ʮ̡) +(PRC) +Quzhou Kecheng Kalujia +Catering Management Co., Ltd. +(̔ᚣТභ +ʮ̡) +(PRC) +Jiangxi Xunlong Food +Co., Ltd. (ϪГ㑕Ꮂ +ʮ̡) +(PRC) +Jiangxi Xunlong Import +and Export Co., Ltd. (Ϫ +ʮ̡) +(PRC) +Quzhou Kalujia Fishery +Technology Development +Co., Ltd. (ᜪψ̔ᚣТ˥ପ +ʮ̡) +(PRC) +Beijing Qiandao Xunyu +Technology Development +Co., Ltd. (㑕ุ +ʮ̡) +(PRC) +Jiangxi Ruoxi Ecological +Agriculture Co., Ltd. +(⦪͛࿒ +ʮ̡) +(PRC) +Hubei Qiandao Lake Xunlong +Technology Development +Co., Ltd. (ಳ㑕Ꮂ +ʮ̡) +(PRC) (Note 4) +Shandong Xunlong Fishing +Technology Development +Co., Ltd. (㑕Ꮂဝุ +ʮ̡) +(PRC) (Note 5) +Hong Kong Red Apple +International Development +Limited (ყ +ʮ̡ +(HK) +Chunan Qiandao Lake +Sturgeon Import and Export +Co., Ltd. (ಳ㑕Ꮂ +ʮ̡) +(PRC) +Other Public +H Shareholders +Qianfa Group +Chunan Kalujiaren +(Note 2) Hangzhou XunlongrenHangzhou Kalujiaren +Mr. Wang +Fengshi Jinghe +Newline Media Zixing Liangmei +CITIC Securities +Investment Co., Ltd. +(ᗇՎҳ༟ +ʮ̡) +Zhejiang Zhongye Yuansheng Jiahao +Gaojing Luoke Qihui Runjin Zhouyang Venture +JOTIJ,VOYJBOH Tianchao Shuichan Shiyue VentureZHOU Junliang +(Ԅ) +GUO Quanqing +(Όᅅ) +Notes (1) –(6): s e en o t e st ot h ec o r p o r a t ec h a r ti n‘‘ — Our Structure Immediately Prior to the Global Offering ’’. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +– 114 – + + +--- page 124 --- +OVERVIEW +Who We Are +No.1 +World’s largest caviar company +11 consecutive years since 2015(1) +>30% +Global caviar market +Five consecutive years (2021–2025)(1) +36.1% in 2025, over four times that of +the second largest player(1) +46 +countries and regions(2) +First company in China + exporting aquaculture caviar to global market +RMB769.0 million +Revenue in 2025 +15.4% +2023–2025 revenue CAGR +Highest among top five global players(7) +RMB365.0 million +Net profit in 2025 +47.7% +2023–2025 average net profit margin +Notably above industry average(7) +RMB217.0 million +Aggregate dividends paid(6) +>20% +of aggregate net profit(6) +>14,000 tons +total live fish stock +No.1 in global sturgeon live stock +Far exceeding the second largest global player(3) +Average ovulation rate +17%(4) +Average annual survival rate +>97%(5) +Notably above industry average +Notes: (1) In terms of sales volume, according to CIC; (2) As of the Latest Practicable Date; (3) As of December 31, 2025, according to CIC; (4) In 2025; (5) Since 2014; (6) +During the Track Record Period; (7) In the global caviar industry, according to CIC. +We are the world ’s largest caviar company. According to C IC, we ranked first in the global caviar +market by sales volume for 11 consecutive years since 2015. Our caviar sales volume accounted for over +30% of the global caviar market from 2021 to 2025, reaching 36.1% in 2025, which was more than four +times that of the second largest player. Levera ging over 20 years of industry experience and +development, we have built an integrated sturgeon and caviar value chain encompassing sturgeon +breeding and aquaculture, caviar processing, and sales and marketing. We have established an +international caviar brand KALUGA QUEEN (卡露伽). Driven by continuous technological advancement, +we are committed to delivering premium ca viar products to consumers worldwide. +Caviar, known for its rarity, distinctive flavor and rich cultural heritage, is widely recognized as a +fine food worldwide. According to the Codex A limentarius Commission (CAC), caviar refers +exclusively to the roe obtained from mature female sturgeon, which is processed and lightly salted for +preservation. In response to the global depletion o f wild sturgeon resources, we led the technological +breakthroughs in sturgeon genetic breeding and aquaculture, and pioneered sturgeon aquaculture and +caviar exportation in China. We have played a leading role in the development of China ’ss t u r g e o n +industry, from inception to a comprehensive value chain covering aquaculture and processing, and have +become a key contributor to the formulation of industry standards. +BUSINESS +– 115 – + + +--- page 125 --- +Our Products and Brand +Our core product is caviar. Our own brand KALUGA QUEEN (卡露伽) established an international +presence and is recognized by a wide range of cust omers. In addition to our sales to global caviar +houses and fine food companies, our caviar products are also served in the first-class cabins of major +international airlines and fine d ining establishments worldwide. +Our brand KALUGA QUEEN (卡露伽) has been featured in leading media outlets such as People ’s +Daily, Global Times, The Wall Street Journal, Bloomberg and TIME Magazine. We also received +multiple industry accolades during the Track Record Period, such as ‘‘Bloomberg Green ESG Pioneers +— Brand of the Year, ’’ ‘‘Target — Selected Global Caviar Brand of the Year, ’’ ‘‘T H EB E S TB A N G— +Influential Caviar Brand, ’’ and ‘‘Voyage Awards — Selected Caviar Brand of the Year. ’’ +According to CIC, the global caviar industry does not have a uniform grading system and the +product quality is generally assess ed based on factors such as sturgeon species, processing methods and +the egg size, color and texture of the roe. The strengths of our products lie in our standardized and +ecological aquaculture practices and stringent processing workflow. +For our sturgeon resources, according to CIC, we maintain the world ’s largest and most diverse +sturgeon broodstock reserve in terms of scale and species variety, and we are among the few caviar +producers who can provide caviar from six major sturgeon species. Our self-owned aquaculture bases +and standardized processing work flows reduce external sourcing risks and enhance quality stability. For +processing methods, our caviar proc essing combines traditional craft smanship with modern processing +technologies to process roes within its optimal win dow and preserve rich flavor profiles. Key quality +indicators of our products, such as caviar shape, egg size and freshness, are maintained at a high level, +reinforcing our quality positioning in the industry. For product safety, in addition to complying with +international food safety standards, including ISO 22000 and HACCP, we have also obtained the +globally recognized certifications, such as BRC Global Standard for Food Safety and IFS Food +Standard, which involve comprehe nsive assessments of production, qua lity control and traceability. In +addition, we are the only caviar producer in China that has obtained Friend of the Sea (FOS) +certification, according to CIC. Leveraging our scaled aquaculture operations and consistent product +quality, we are able to adopt a pricing model that co mbines cost efficiency with premium positioning. +The pricing of our products is benchmarked against leading international brands, and both the export +prices and retail prices of our caviar products are above the industry average, according to CIC. For +details of the price range of our products, see ‘‘ — Our Brands and Products — Core Product: Caviar. ’’ +Our Market Opportunities +Caviar production historically depended on wild sturgeon. According to the Food and Agriculture +Organization of the United Nations (FAO), wild caviar output peaked at 1,988 tons in 1977 but declined +sharply to 280 tons by 1997 due to resource depletion and conservation efforts. By 2010, CITES had +imposed a global ban on the international trade of wild sturgeon products, followed by legislation in the +European Union and the United States prohibitin g the sale of wild caviar, removing it from global +supply. Since the 1980s, the emergence of sturgeon aquaculture has enabled aquaculture caviar to +gradually replace wild-sourced supply, driving sustained growth in both global production and +consumption. According to CIC, the global caviar sales increased from 389.6 tons in 2020 to 808.4 tons +in 2025, representing a CAGR of 15.7%. There remains significant potential for growth as compared +with historical peak levels. As the leader in the glo bal caviar industry, we are well positioned to capture +substantial market opportunities. +BUSINESS +– 116 – + + +--- page 126 --- +Caviar consumption has shown an upward trend in recent years across all regional markets. China +has witnessed rapid development of its caviar marke t, with estimated consumption volume growing at a +CAGR of 19.5% from 2025 to 2030, and its market size is expected to reach 181.3 tons in 2030. The +market size of traditional markets such as Europe and the U.S. is expected to maintain a CAGR of over +8.0% from 2025 to 2030. In addition, other overseas mar kets including the Middle East, other areas in +Asia such as Japan and Singapore, and South America are also experiencing accelerated growth, with +caviar consumption volume expected to reach 303.3 tons in 2030, at a CAGR of 13.5% from 2025 to +2030. The global caviar consumption is expected to reach 1,343.9 tons in 2030, at a CAGR of 10.7% +from 2025 to 2030. The farming cycle for sturgeons, from juveniles to female mature fish suitable for +caviar production, typically requires seven to 15 years, depending on the sturgeon species. Given the +long farming cycle and slow growth rate of sturg eon, global caviar demand is expected to outpace +supply, resulting in a sustained structural under supply over the medium t o long term. As an industry +leader, we benefit from a sizable addressable market and strong growth potential, providing a solid +foundation for the continued growth and long-term success of our business. +Our Financial Performance +We have achieved industry-leading performan ce in both revenue growth and profitability and +recorded a stable cash flow position during the Track Record Period. +Our revenue increased from RMB577.2 m illion in 2023 to RMB769.0 million in 2025, +representing a CAGR of 15.4%. We have also recor ded ongoing improvements in profitability and +operational efficiency. Our net profit increa sed from RMB272.9 million in 2023 to RMB365.0 million in +2025, representing a CAGR of 15.7%. Meanwhile, our net profit margin remained above 47% +throughout the Track Record Period. Our net cash g enerated from operating activities increased from +RMB259.8 million in 2023 to RMB270.3 million in 2025. Our adjusted EBITDA (non-IFRS measure) +increased from RMB393.8 million in 2023 to RMB 515.2 million in 2025, representing a CAGR of +14.4%. We value the long-term trust of our shareh olders and are committed to consistently creating +value for them. During the Track Record Perio d, we paid an aggregate of RMB217.0 million in +dividends, representing 22.6% of our aggregate net profit for the same period. +OUR COMPETITIVE STRENGTHS +World ’s Largest Caviar Company with Integrated Operations +We are the world ’s largest caviar company, with integrated operations encompassing sturgeon +breeding and aquaculture, caviar processing, and sales and marketing. Our vertically integrated business +model enables seamless coordination across the upstream breeding and aquaculture activities and +downstream processing and marke ting operations, allowing us to maintain consistent quality and supply +reliability. This integrated appro ach, supported by a comprehensiv e and standardized management +system, ensures full traceability and strong food safet y controls throughout our ope rations, consolidating +our position as the global industry leader. +According to CIC, we ranked first in the global caviar market by sales volume for 11 consecutive +years since 2015, exporting our products to 46 countries and regions worldwide as of the Latest +Practicable Date. Our caviar sales volume accounted for over 30% of the global caviar market from +2021 to 2025. In 2025, our caviar sales volume accounted for 36.1% of the global market, with a market +share more than four times that of the second largest player, making caviar one of the few fine food +categories dominated by a Chinese company. Our caviar brand, KALUGA QUEEN (卡露伽), has earned +BUSINESS +– 117 – + + +--- page 127 --- +wide international recognition and is regarded as a ben chmark for premium caviar globally. It is trusted +by top-tier clientele across regions, including first-cl ass airline cabins, Michelin-starred restaurants and +international culinary events, underscoring its reputation for exceptional quality and value. +While maintaining our leading scale and marke t position, we also demonstrated strong growth +momentum. We achieved industry-leading revenue growth. Our revenue increased from RMB577.2 +million in 2023 to RMB769.0 million in 2025, at a CAGR of 15.4%, the highest among the top five +global caviar companies. We are committed to h igh-quality growth while maintaining strong +profitability. From 2023 to 2025, our net profit r ecorded a CAGR of 15.7%, with net profit margin of +47.3%, 48.4% and 47.5% in 2023, 2024 and 2025, respectively, significantly exceeding the industry +average. +Leading Player in the Caviar Industry with Extensive Sturgeon Resources and Distinctive +Ecological Advantages +Extensive Sturgeon Resources and First-Mover Advantages +Since our establishment in 2003, we have been dedicated to the production of aquaculture caviar +and the early-stage development of a sustainable sturgeon reserve system. Over the years, we have built +a sturgeon stock with a broad and balanced age range from one to 15 years, covering all major +commercial species such as hybrid sturgeon, Russian sturgeon, kaluga sturgeon and beluga sturgeon. We +have the world ’s largest and most diverse sturgeon broodstock reserve in terms of scale and species +variety. Our total live fish stock reached over 14,000 tons as of December 31, 2025, ranked first in +global sturgeon live stock and far exceeding the second largest player, according to CIC. +Farm-raised sturgeons have a long maturation cycle , typically ranging from seven to 15 years. The +development of a sustainable brood stock system requires early-stage planning and long-term cultivation +efforts. The majority of sturgeons available in the market are at early juvenile stages (between one to +three years of age), while mature female sturgeons aged four years and above are predominantly held by +established caviar producers. Industry participants seeking to establish a comparable broodstock reserve +would require a farming and breeding cycle of four to 12 years, which cannot be realized through short- +term capital investment. Our early entry and sustain ed commitment to sturgeon aquaculture have given +us a material first-mover advantage, enabling us to secure scarce long-cycle biological resources and +ensure long-term production sta bility and supply continuity. +Distinctive Ecological Resource Advantages +As of December 31, 2025, we had e ight aquaculture base s located in high-quality natural waters, +including Qiandao Lake ( 千島湖) and Wuxijiang ( 烏溪江) in Zhejiang, Zhelin Lake ( 柘林湖) in Jiangxi, +Qingshan Lake ( 青山湖) in Liaoning, Weishui River ( 溈水河) in Hunan, and Yingjing River ( 滎經河)i n +Sichuan. These water areas offer opt imal environmental conditions, pro viding a solid foundation for the +healthy growth of our broodstock and the c onsistent quality of our caviar products. +Sturgeon aquaculture is highly sensitive to ecological conditions and requires stringent +environmental parameters, such as water temperature , water quality, water clarity and favorable climatic +conditions. These factors are critical in determinin g sturgeon survival rates, growth efficiency, and +ultimately, the quality of caviar. Based on the biologica l characteristics of sturgeon, we have conducted +comprehensive testing of hydrological conditio ns across the aquaculture sites, including water +temperature profiles, current ve locities, dissolved oxygen concentr ation, water depth and volume and +BUSINESS +– 118 – + + +--- page 128 --- +exchange rates, among others. Through this data-driven site selection and continuous monitoring +process, we ensure that each a quaculture base operate s under optimal conditions for the healthy +development of female broodstock and the consistent production of premium-grade caviar. +These carefully selected and managed natural water systems not only enhance sturgeon health and +survival rates but also contribute to the distinctive taste and premium quality of our caviar, +strengthening our competitiv e edge in the global market. +Proprietary Technologies with Industry-Leadin g Capabilities, Receiving Multiple Accolades +Including the Second Prize of the State Scientific and Technological Progress Award +Aquaculture caviar has become the mainstrea m due to the global depletion of wild sturgeon +resources. The successful breeding , sustainable aquaculture and proc essing of high-quality caviar require +persistent technological innovation and long-term accumulation. We were the first company in China to +export aquaculture caviar to the global market, marking the country ’s entry into the global caviar +industry. We led the technology development and innovation in the sturgeon and caviar industry. Over +the past two decades, we have established a proprietary full-chain technology system covering all key +stages of the sturgeon and caviar value chain, including artificial breeding and strain selection of +sturgeon, molecular sex identification, ecological aquaculture, comprehensive disease prevention and +control, high-quality caviar processing, and integrated utilization of by-products. +Selective Breeding and Strain Innovation +Breeding high-quality sturgeon strains is a long -term and technically challenging process. +Leveraging our full-chain operations and sustained R&D efforts, we have achieved several +breakthroughs in breeding: +. We have established the world ’s most extensive sturgeon germplasm resource bank, +encompassing over 100,000 broodstock across sturgeon species, according to CIC. It +provides a strong foundation for ongoing selective breeding. +. Through advanced hybrid breeding and molecular genetic breeding techniques, we have +increased the average ovulation rate of female sturgeon from 8% in 2006 to 17% in 2025, +notably above the industry average of around 10%, according to CIC. This enhancement has +led to the improvement in reproductive performance of sturgeons, thereby enhancing our +production efficiency and profitability. +. We independently bred ‘‘Xunlong No.1 ( 鱘龍1號),’’ China ’s first sturgeon variety recognized +by the National Appraisal Committee of Aqua tic Protospecies and Improved Varieties ( 全國 +水產原種和良種審定委員會), which features rapid growth, high ovulation rate, early +maturity and stable caviar quality, making i t one of the best-selling varieties globally. +BUSINESS +– 119 – + + +--- page 129 --- +Ecological and Scientific Aquaculture System +Sturgeon aquaculture involves long maturation cycles and stringent environmental requirements, +setting high technology barriers for efficient and hea lthy cultivation. The maturation cycle for sturgeons +from juveniles to female mature fish suitable for cav iar production typically requires seven to 15 years. +Based on decades of experience and technological advancement, we have developed a robust ecological +aquaculture system: +. Early-stage Sex Identification Technologies. We pioneered in China a method combining +ultrasound, minimally invasive surgery and endoscopy to identify sex at an early stage. In +2020, we jointly developed and introduced a molecular sex identification technology that +advanced the age for sex identification from 24 to 36 months to as early as six months, with +an accuracy rate of over 97%. It effectively addresses the global challenge of early-stage sex +identification in sturgeons, significantly impr oving production efficiency and reducing costs. +. Scientific Aquaculture Models. Drawing on the natural habits of sturgeon and the +characteristics of China ’s water resources, we have developed a scientific aquaculture +approach combining three models: eco-net cage aquaculture model, land-based flow-through +aquaculture model, and industrialized recirculating aquaculture system model. These models +are flexibly adopted at different growth stages to enhance the growth rate of female +broodstock and improve the quality of caviar. In addition, following the principle of +‘‘prevention over treatment, ’’ we provide sturgeons with an environment close to their natural +habitat and have jointly developed vaccines to promote healthy growth. Our average annual +survival rate of sturgeon has remained above 97% since 2014 and during the Track Record +Period, maintaining a leading level globally and notably above the industry average of below +90%, according to CIC. +. Intelligent Aquaculture Management. We practice the philosophy of ‘‘industrialized +management approach for agricultural enterprises ’’ and have established a set of standardized +and replicable operational protocols. Our aqua culture operations are professionally managed, +digitally monitored and fully traceable through our digital platforms. We have introduced AI- +powered tracking and automated inventory tech nologies using drones, smart sensors and big +data models to significantly enhance the efficiency and precision of biomass management. As +a result, we have maintained a biological asset inventory accuracy rate above 99.7% for 11 +consecutive years since 2015. +Standardized Processing and Quality Control System +Due to the complexity of sturgeon ovary maturation and the short processing window for premium +caviar, precision in timing is critical to ensure ca viar quality. Caviar processing imposes stringent +requirements on the size, firmness and overall qu ality of sturgeon roe. The roe becomes suitable for +processing only when the sturgeon reaches an optimal stage of gonadal maturity, during which the roe +exhibit ideal texture, flavor and elasticity. The roe needs to be harvested and processed within this +limited timeframe of one to two weeks to ensure pr oduct quality and consistency. With our scientific +processing technologies and stro ng commitment to quality, we maintain strict control over processing: +. Mature Sturgeon Selection. By studying gonadal development patterns, we developed +predictive models for sturgeon maturity across different species and age groups. Using +ultrasound sampling and minimally invasive sampling, we can identify the optimal harvest +window to ensure premium caviar output. +BUSINESS +– 120 – + + +--- page 130 --- +. Standardized Processing. Our caviar production process comprises 16 key steps, each +governed by standardized opera ting procedures. We adhere to traditional craftsmanship, +rigorous HACCP-based food safety protocols, and internal SOPs to preserve authentic flavor +and consistent quality. We are the only caviar producer in China certified by the Friend of +the Sea (FOS), according to CIC. +. Rigorous Quality Inspection. We operate a dedicated quality control lab to conduct +comprehensive testing for chemical residues, physicochemical parameters and +microbiological safety. In cooperation with re putable and accredited third-party testing +institutions, we ensure that our products consis tently comply with the applicable food safety +standards in China and the regulatory requirements of overseas markets. +Our technology system, which covers the entire sturgeon and caviar value chain from breeding and +aquaculture, caviar processing to standardized mana gement and quality control, is at the forefront of the +industry. We have received multiple national-level accolades. See ‘‘ — Awards and Recognition ’’ for +details. +Diversified Sales Channels to Capt ure Global Market Opportunities +We have established a strong brand presence and market influence for our caviar under the +internationally recognized brand KALUGA QUEEN (卡露伽). We are committed to delivering high- +quality products and promoting the cu lture of caviar in the global market. +As of the Latest Practicable Date, we have built lo ng-term and stable cooperations with over 100 +overseas customers, exporting to 46 countries an d regions, covering all major caviar consumption +markets. We are continuously expanding our global footprint in both mature markets, such as Europe +and the U.S., and in emerging regions including Asia, the Middle East and Caspian countries. Our +products are marketed under our brand KALUGA QUEEN (卡露伽) through both direct sales and co- +branding initiatives. We have established in-depth an d long-standing collaborations with international +airlines including Lufthansa, Singapore Airlines and Cathay Pacific, promoting our brand through their +premium cabin services. We also serve high-end consumers via cruise lines and premium sales channels +in markets including Japan and Singapore, furthe r enhancing the global recognition of our brand. +In China, we operate under our own brand through direct sales, with five major sales centers in +Beijing, Shanghai, Shenzhen, Zhejiang and Chengdu. Our nationwide sales network covers over 2,000 +partners, including a vast majority of Michelin- a nd Black Pearl-rated restaurant brands in China, +leading five-star hotel chains and major superma rket groups. We have actively expanded into emerging +and online channels, aligning with the rapid growth of fresh food e-commerce. We have built a +comprehensive online sales network across major platforms including Tmall, JD.com and Douyin. To +further penetrate the retail consumer market, we have also launched offline brand experience stores to +attract younger consumers and promote our KALUGA QUEEN (卡露伽) brand and caviar culture. +Extensive Consumer Reach Through a Diversifie d Product Portfolio and Innovative Marketing +Strategies +Diversified and Rare Caviar Offerings +In addition to commonly available species such as Russian sturgeon and Siberian sturgeon, which +are widely used by overseas caviar producers, we also supply caviar derived from Kaluga sturgeon, an +endemic species of the Heilongjiang River Basin, and ‘‘Xunlong No. 1 ( 鱘龍1號),’’ our hybrid sturgeon +breed developed in-house. While most internationa l caviar producers typically offer only one or two +BUSINESS +– 121 – + + +--- page 131 --- +caviar series, we provide caviar from six major sturgeon species, enabling us to meet diverse customer +preferences and consumption scenarios. Our rich and rare product portfolio has earned wide consumer +recognition. +Building on our core caviar products, we have further developed a series of creative caviar-based +offerings, such as caviar ice cream, caviar chocolates, caviar mooncakes and caviar cakes. These +products represent innovative extensions of caviar consumption and diversify the application into +broader lifestyle scenarios. +Innovative and Effective Marketing Strategies +Our marketing initiatives integrate both onlin e and offline campaigns to promote our brand +KALUGA QUEEN (卡露伽), elevating the cultural experience associated with caviar consumption and +continuously enhancing consumer awareness and engagement at the end-user level. +. Online Engagement and Youth Outreach. We promote our brand through a comprehensive +digital strategy, combining lifestyle-theme d content, social media matrix, KOL campaigns +and user-generated content to drive awareness and engagement. As of December 31, 2025, +our brand had recorded over 11 million vie ws on Xiaohongshu, with the majority of +engagement originating from younger demographics. Among younger consumers, caviar has +emerged as a symbol of self-reward and social expression. Popular content featuring recipes +and creative consumption scenarios has integrated caviar into everyday life and elevated its +cultural relevance. +. Offline Engagement and Consumer Experience. We enhance consumer connection through +curated offline events, including chef collaborations, brand roadshows, city pop-ups and +themed banquets. Signature campaigns like the ‘‘Sturgeon-Seeking Journey ’’ and pop-up +stores in locations such as Sanlitun, Beijing, have brought caviar to lifestyle and dining +spaces. We have also explored innovative consumption scenarios, including co-branded +afternoon tea menus and wedding banquets that draw on the auspicious symbolism of caviar, +continually extending the boundaries of caviar consumption. +Driven by our innovative marketing strategies, our caviar products ’ consumer penetration in China +has steadily increased. In 2025, the GMV generated through our KALUGA QUEEN (卡露伽) products on +Douyin and JD.com increased by over 150% and over 60%, respectively, as compared to 2024; and +click-through indices for ‘‘caviar ’’ on major e-commerce platforms have shown a clear upward trend, as +compared to 2024, according to CIC. These results underscore our brand ’s growing resonance with +younger demographics and continued expansion across both online and offline channels. +Experienced Management Team with Global Vision and Entrepreneurial Mindset, Supported by a +Collaborative and Inclusive Corporate Culture +We are led by an experienced and visionary management team with deep industry expertise, global +perspective and strong execution capabilities. Our founder, Mr. Wang, has ove r 30 years of experience +in the caviar industry and has played a pivotal ro le in the establishment and development of China ’s +sturgeon and caviar industry. Our senior management team is highly stable and has more than 20 years +of experience on average in sturgeon aquaculture and caviar processing. A number of our senior team +members have participated in the formulation of industry standards. As of December 31, 2025, our +management team had an average age of around 40, representing a well-balanced combination of +seasoned expertise and youthful vigor. Under the leadership of our founder and management team, we +have consistently delivered strong performan ce in terms of scale, profitability and growth. +BUSINESS +– 122 – + + +--- page 132 --- +We embrace a people-oriented and performance-driven culture that values shared success and fair +development. Committed to cultivating and empowerin g a robust talent pipeline, we have established +comprehensive incentive mechanisms to attract, retain and motivate key personnel. In particular, we +have implemented multiple employ ee equity incentive schemes, covering over 60 key middle and senior +management personnel, fostering long-term collaboration and sustainable value creation with us. +Sustainable and Environment Friendly Aquaculture Model +As a global leader in the caviar industry, we are committed to sustainable development, ecological +protection and social responsibility. We have devel oped a green aquaculture system that integrates +environment protection, technological advancement, inclusive development and rural empowerment +initiatives. +Innovative and Environment Friendly Aquaculture Technologies. We pioneered the eco-net cage +waste collection system, which automatically coll ects and solidifies over 85% of fish waste and residual +feed through an under-cage recycling device. This system, combined with biological recycling, precision +feeding and rotational farming technologies, forms a four-in-one environmentally sustainable model that +has been recognized by the MARA. For the land-based flow-through aquaculture model, we developed +an automated, mechanized and dig ital waste collection system that e nables real-time monitoring and +ensures full compliance with discharge standards, further demonstrating our commitment to green +aquaculture practices. In addition, we have establ ished a circular ecological utilization model in +partnership with local farmers and agricultural ent erprises. Under this model, collected fish waste and +residual feed are collected and distributed free of charge to local farmers and agricultural enterprises as +organic fertilizer, promoting sustain able agriculture. This initiativ e has earned recognition from both +local governments and farming communities. +Supporting Farmers and Promoting Inclusive Growth. We have established a mutually beneficial +partnership model with local farmers through a ‘‘company + facilities + farm ers + standardization ’’ +cooperation framework. Under this model, we provide high-quality stu rgeon fry, technical training and +guaranteed procurement, which reduces farmers ’ operational risks. Over the past five years, our +initiatives have increased local farmers ’ annual income by over RMB50 million, promoting sustainable +agricultural practices, boosting rural income , and advancing inclusive local economic growth. +Commitment to the Conservati on of Wild Sturgeon Resources. We are dedicated to supporting +biodiversity conservation and the protection of w ild sturgeon populations. We maintain strategic +partnerships with organizations such as the Heilongjiang Sustainable Nature Resources Protection +Foundation and regularly participate in restocking a nd release programs. These efforts align with the +guidelines of the Convention on International Trade in Endangered Species of Wild Fauna and Flora +(CITES), and contribute to the preservation of wild st urgeon, restoration of biodiversity and maintenance +of ecological balance. +BUSINESS +– 123 – + + +--- page 133 --- +OUR STRATEGIES +Accelerate Global Channel Expansion and Bra nd Enhancement to Broaden Consumer Reach +Penetrate Traditional Markets with Strategic Collaborations +In mature markets such as Europe and the U.S., we plan to further enhance the brand recognition +and influence of KALUGA QUEEN (卡露伽) by entering into joint ventures or acquiring reputable local +brands. This approach aims to strengthen our downstream coverage, expand market share, and improve +profit margins in these key regions. For details of our plans on strategic investment and acquisitions, see +‘‘Future Plans and Use of Proceeds — Use of Proceeds. ’’ +Deepen Market Reach in China +In China, we intend to maintain stable sales gro wth to corporate customers while expanding our +presence among individual consumers. For the offline channels, we plan to gradually open KALUGA +QUEEN (卡露伽) flagship stores in selected first and second tier cities across China, such as Beijing, +Shanghai, Shenzhen, Hangzhou, Chengdu and Xi ’an. These stores will serve as immersive platforms to +promote caviar culture, cultivate a culturally distin ctive brand identity, enhanc e product value, optimize +consumer experience and shape consumer perception, thereby improving customer engagement and +purchasing desire and boosting growth of the consumer-end market. For the online channels, we will +continue to strengthen our presence on major e-commerce platforms such as Tmall and JD.com, while +deepening our content-driven and live-streamin g efforts on social platforms such as Douyin and +Xiaohongshu. Meanwhile, we will build and refin e private domain traffic pools and high-end +membership communities, providing exclusive services and experiences to enhance repurchase rate and +customer loyalty. +Tap into Growing Markets through Localized Engagement +We plan to adopt highly localized strategies to bu ild global competitive moats. In growing markets +such as Southeast Asia, the Middle East and Japan, we will strengthen brand presence through +experiential marketing initiatives in cluding caviar masterclasses, tas ting events, chef collaborations and +high-end restaurant channel penetration. We will also launch customized product lines and open offline +stores in countries and cities suc h as Singapore, Japan and Dubai to a ccelerate our consumer-facing +retail network, enabling more consumers to experience premium caviar from China firsthand. We plan to +open approximately 50 retail stores in China and in selected overseas markets with strong growth +potential over the next five years, targeting around ten new store openings each year. +Expand Presence in Premium Consumption Scenarios +We will continue to increase our presence in prem ium consumption channels such as international +airlines, cruise lines and high-end supermarkets. These exclusive touchpoints serve not only as core +platforms for brand exposure, but also as key venue s for reinforcing our pr emium brand positioning. +Expand and Optimize Global Production Capacity to Enhance Supply Chain Efficiency +Upgrade and Expand F acilities in China +We plan to build and upgrade large-scale aquaculture and processing bases in key regions such as +Hubei, Zhejiang, Jiangxi and Sichuan. These fac ilities are expected to enha nce our caviar processing +capacity and improve supply ca pabilities. For details, see ‘‘Future Plans and Use of Proceeds — Use of +BUSINESS +– 124 – + + +--- page 134 --- +Proceeds. ’’ In addition, we will upgrade existing proce ssing bases through smart transformation +initiatives, thereby enhancing autom ation, streamlining operations, imp roving efficiency and reducing +costs. We aim to undertake intelligent manufactur ing upgrades across our pr oduction and warehousing +operations. In particular, we are implementing aut omation to replace manual steps such as sealing, +portioning, labeling and packaging, thereby optimizing production workflows and improving cost +efficiency. In warehousing, we will continue to upgrade traditional racking systems to smart shelving +capable of automated rotation of caviar containers, which helps ensure consistent flavor and product +quality. We are also building an automated logist ics system to improve inventory management and +enhance responsiveness to customer orders. +Establish Global Production Footprint +We aim to build a global production network by as sessing global resource availability and capacity +potential in the long term. We plan to establish a quaculture and processing bases, either through +acquisitions or by setting up new operations, in resour ce-rich regions with strategic proximity to key +consumption markets, such as Romania, Bulgaria, Kazakhstan and Kyrgyzstan. According to CIC, these +regions have established aquaculture and caviar production systems supported by abundant water +resources and mature industry infrastructure. Lev eraging our proven expertise in sturgeon aquaculture +and processing, we believe we are well positioned t o scale and adapt our operational capabilities and +know-how to these locations. We may explore str ategic cooperation with local sturgeon aquaculture +companies to locate and establish aquaculture and processing bases in areas with favorable climate +conditions and suitable water resources that meet our requirements in water volume, temperature and +quality, while factoring in local regulatory fra mework and approval processes as a part of our site +selection and execution planning. This approach will allow us to enhance supply responsiveness, +improve operational flexibility and diver sify farming risks across geographies. +Increase Investment in Technology to Drive Full-Chain Innovation and Solidify Industry +Leadership +Advance Core Breeding Technologies +We will strengthen technological innovation in sturgeon breeding by establishing an industry- +leading breeding platform that integrates family-based selective breeding, hybridization and gynogenesis +techniques. These initiatives aim to shorten the b reeding cycle, enhance breeding efficiency, and +strengthen China ’s core competitiveness in the sturgeon industry. By establishing a robust sturgeon +germplasm resource bank and promoting industry-academia-research integration, we seek to secure a +stable genetic foundation for sustainable caviar production. +Upgrade Smart Aquac ulture Capabilities +We plan to comprehensively promote the application of cutting-edge technologies across our +aquaculture, processing and logistics operations an d continue to invest in res earch on mechanization, +automation and digitalization throughout the entire v alue chain. Through the integration of advanced +technologies, such as automated feeding systems, digitalized processing and marketing solutions, and +AI-powered inventory tracking, we aim to improve survival rates, accelerate fish growth, enhance +resource utilization efficiency, and con tinuously lead the development of China ’s sturgeon industry. +BUSINESS +– 125 – + + +--- page 135 --- +Increase R&D Investment to Accelerate Product Portfolio Expansion +We are committed to developing innovative crossover products that resonate with younger +consumers and diversify consumption scenarios. We intend to cooperate with qualified third-party +partners in skincare and health industries and invest in the development of functional products targeting +high-potential skincare and health segments, including caviar-based serums and nutritional supplements +formulated with sturgeon-derived bioactive ingre dients and protein peptides. In addition, we aim to +maximize the utilization of sturgeon by-products, s uch as sturgeon skin, bones, cartilage and internal +organs, by leveraging their rich protein content, spe cific fatty acids and rare minerals. We plan to invest +in the R&D of functional food products targeting specific consumer segments such as fitness and sports +nutrition, maternal and infant health , and anti-aging. For details, see ‘‘Future Plans and Use of Proceeds +— Use of Proceeds. ’’ +Consistently Attract, Develop and Retain Top Talent +We regard talent as a core pillar of our long- term competitiveness and are committed to +strengthening human resources through effective recruitment and retention strategies. We will +continuously improve our recruitment and training sy stems to attract high-caliber candidates with strong +educational backgrounds, professional expertise and international perspectives. To enhance employee +engagement and retention, we will offer competitive compensation packages and comprehensive +benefits. We are also continuously optimizing our e quity incentive programs to encourage long-term +value creation and ensure the stability of ou r core management and technical personnel. +OUR BRANDS AND PRODUCTS +Leveraging over 20 years of industry experience and development, we have built an integrated +sturgeon and caviar value chain encompassing sturgeon breeding and aquaculture, caviar processing, and +sales and marketing. According to CIC, we ranked first globally in caviar sales volume for 11 +consecutive years, exporting our products to 46 countries and regions worldwide as of the Latest +Practicable Date. In 2023, 2024 and 2025, our caviar sales volume amounted to 219.9 tons, 258.3 tons +and 291.5 tons, respectively. From 2021 to 2025, our caviar sales volume consistently accounted for +over 30% of the global caviar market, consolida ting our position as the glob al industry leader. Our +flagship brand KALUGA QUEEN (卡露伽) has achieved significant reco gnition in international markets +and has become a key supplier to premium dining establishments and boutique retail channels +worldwide. +During the Track Record Period, caviar remained our core product, serving as both our principal +revenue source and a key embodiment of our brand value and international presence. To improve the +overall utilization of raw material s and expand our market coverage, we also introduced sturgeon +products and other caviar-based offerings, thereby broadening our product portfolio and catering to +diversified consumer demands. +BUSINESS +– 126 – + + +--- page 136 --- +The following table sets forth a breakdown of our revenue by product category, in an absolute +amount and as a percentage of our total revenue, for the years indicated: +For the year ended December 31, +2023 2024 2025 +RMB % RMB % RMB % +(in thousands, except percentages) +Caviar ..................... 523,116 90.6 614,423 91.8 698,442 90.8 +Hybrid sturgeon caviar . . . . . . . . 160,160 27.7 191,871 28.7 218,397 28.4 +Russian sturgeon caviar . . . . . . . . 272,619 47.2 338,715 50.6 413,331 53.7 +Kaluga caviar . . . . . . . . . . . . . . 51,384 8.9 49,108 7.3 32,976 4.3 +Beluga caviar . . . . . . . . . . . . . . . 17,608 3.1 15,499 2.3 22,309 2.9 +Amur sturgeon caviar . . . . . . . . . 12,483 2.2 13,193 2.0 8,874 1.2 +Siberian sturgeon caviar . . . . . . . 5,184 0.9 3,811 0.6 2,194 0.3 +Others caviar +(1) ............. 3 , 6 7 8 0 . 6 2 , 2 2 6 0 . 3 3 6 1 0 . 0 +Sturgeon products ............. 47,351 8.2 51,549 7.7 65,623 8.5 +Sturgeon meat . . . . . . . . . . . . . . 34,135 5.9 38,368 5.7 51,543 6.7 +Processed sturgeon products . . . . . 13,216 2.3 13,181 2.0 14,080 1.8 +Others (2) .................... 6,774 1.2 3,321 0.5 4,941 0.7 +Total ...................... 577,241 100.0 669,293 100.0 769,006 100.0 +Notes: +(1) ‘‘Other caviar ’’ consists of caviar of several additional sturgeon species. +(2) ‘‘Others ’’ mainly represents (i) sales of live sturgeons, and (ii) sales of other caviar-based products. +The following table sets forth a breakdown of our revenue by sales region, in an absolute amount +and as a percentage of our total revenue, for the years indicated: +For the year ended December 31, +2023 2024 2025 +RMB % RMB % RMB % +(in thousands, except percentages) +Overseas sales: ............... 442,596 76.7 535,964 80.1 644,497 83.8 +Europe (1) . . . . . . . . . . . . . . . . . . 218,719 37.9 272,644 40.8 333,796 43.4 +America (2) ................. 1 5 4 , 7 5 3 2 6 . 8 1 8 9 , 0 0 9 2 8 . 2 2 2 1 , 7 2 0 2 8 . 8 +Asia Pacific (3) . . . . . . . . . . . . . . 69,124 12.0 74,311 11.1 88,981 11.6 +Domestic sales ............... 134,645 23.3 133,329 19.9 124,509 16.2 +Total ...................... 577,241 100.0 669,293 100.0 769,006 100.0 +Notes: +(1) Mainly include Germany and France. +(2) Mainly include the U.S. +(3) Mainly include Japan and Singapore. +BUSINESS +– 127 – + + +--- page 137 --- +Our overseas customers market our caviar and sturgeon products using third-party brands or our +own brand. The following table sets forth a breakdown of our revenue by type of brand, in an absolute +amount and as a percentage of our total revenue, for the years indicated: +For the year ended December 31, +2023 2024 2025 +RMB % RMB % RMB % +(in thousands, except percentages) +Caviar ..................... 523,116 90.6 614,423 91.8 698,442 90.8 +Third-party brand . . . . . . . . . . . . 353,408 61.2 427,353 63.9 522,314 67.9 +Own brand . . . . . . . . . . . . . . . . 169,708 29.4 187,070 27.9 176,128 22.9 +Sturgeon products ............. 47,351 8.2 51,549 7.7 65,623 8.5 +T h i r d - p a r t yb r a n d............ 7 4 6 0 . 2 9 5 4 0 . 1 4 , 9 1 5 0 . 7 +Own brand . . . . . . . . . . . . . . . . 46,605 8.0 50,595 7.6 60,708 7.8 +Others (1) .................... 6,774 1.2 3,321 0.5 4,941 0.7 +Total ...................... 577,241 100.0 669,293 100.0 769,006 100.0 +Note: +(1) Others mainly represent live sturgeons, and other caviar-based products under our own brand. +The following tables set forth a breakdown of the sales volume and average selling price by +product category and by type of brand for the years indicated: +For the year ended December 31, +2023 2024 2025 +Sales +Volume +Average +Selling Price +Sales +Volume +Average +Selling Price +Sales +Volume +Average +Selling Price +Kilogram +RMB/ +Kilogram Kilogram +RMB/ +Kilogram Kilogram +RMB/ +Kilogram +Caviar: .............. 219,926 2,379 258,260 2,379 291,461 2,396 +Hybrid sturgeon caviar . . 71,253 2,248 80,436 2,385 87,506 2,496 +Russian sturgeon caviar . 123,567 2,206 154,725 2,189 188,221 2,196 +K a l u g ac a v i a r........ 1 3 , 7 3 8 3 , 7 4 0 1 3 , 4 2 6 3 , 6 5 8 8 , 9 9 9 (1) 3,664 +Beluga caviar (2) ...... 2 , 3 9 0 7 , 3 6 8 2 , 1 2 5 7 , 2 9 5 2 , 9 8 0 7 , 4 8 6 +Amur sturgeon caviar . . . 4,868 2,564 4,603 2,866 2,703 (1) 3,283 +Siberian sturgeon caviar . 1,761 2,944 1,650 2,309 941 (1) 2,332 +Other caviar (4) ....... 2 , 3 4 9 1 , 5 6 6 1 , 2 9 5 1 , 7 1 9 1 1 1 (1) 3,246 (3) +Sturgeon products: ...... 1,454,334 33 1,685,178 31 2,230,883 29 +S t u r g e o nm e a t ....... 1 , 0 6 3 , 4 4 3 3 2 1 , 0 9 2 , 5 9 2 3 5 1 , 458,505 35 +Processed sturgeon +products ......... 3 9 0 , 8 9 1 3 4 5 9 2 , 5 8 6 2 2 772,378 18 +Others (5) .............. 271,465 25 333,916 10 480,992 10 +Total ............... 1,945,725 297 2,277,354 294 3,003,336 256 +Notes: +(1) The decrease in sales volume of such caviar products in 2025 was primarily attribut able to adjustments in our +product mix and capacity allocation, as well as changes in c ustomer demand patterns. In particular, we continued to +prioritize Russian sturgeon caviar and hybrid sturgeon caviar as our core products. During 2023 and 2024, as the +production capacity and supply of Russian sturgeon caviar and hybrid sturgeon caviar were insufficient to meet +BUSINESS +– 128 – + + +--- page 138 --- +customer demand, we promoted other caviar varieties, including Kaluga caviar, Amur sturgeon caviar and Siberian +sturgeon caviar, to customers as alternative product offeri ngs, with the relevant sturgeon species clearly identified to +customers. In 2025, as the production volume and supply of Russian sturgeon caviar and hybrid sturgeon caviar +recovered and became better aligned with market demand, we adjusted our supply strategy by reallocating capacity +and sales efforts towards our core products. According to CIC, it is common in the industry for certain players to +adopt similar strategic optim izations and capacity allocation adjustments to increase sales of core caviar products +while reducing sales of non-core products. As a result, sales of other non-core varieties correspondingly declined. +The fluctuation thus primarily refl ected our internal operational and product strategy adjustments. +(2) The average selling price of Beluga caviar was generally higher than that of other caviar products during the Track +Record Period, primarily due to its substantially longer fa rming cycle, limited supply a nd premium quality. Beluga +sturgeon requires a significantly longer maturation period (20 years in average) before roe extraction compared to +other species, resulting in higher pr oduction costs and naturally constrai ned output. In addition, Beluga caviar is +widely recognized as a premium product within the caviar market, which supports a higher market price. +(3) The increase in the average selling price of other caviar in 2025 was primarily due to a change in product mix, as we +strengthened grading and processing controls and, as a result, other caviar comprised entirely higher-priced Sevruga +caviar in 2025, compared with prior years when the category included certain lower-priced products. +(4) ‘‘Other caviar ’’ consists of caviar of several additional sturgeon species. +(5) ‘‘Others ’’ mainly represents (i) sales of live sturgeons and (ii) sales of other caviar-based products. +For the year ended December 31, +2023 2024 2025 +Sales +Volume +Average +Selling Price +Sales +Volume +Average +Selling Price +Sales +Volume +Average +Selling Price +Kilogram +RMB/ +Kilogram Kilogram +RMB/ +Kilogram Kilogram +RMB/ +Kilogram +Caviar .............. 219,926 2,379 258,260 2,379 291,461 2,396 +T h i r d - p a r t yb r a n d ..... 1 5 8 , 2 7 3 2 , 2 3 3 1 8 7 , 0 3 6 2 , 2 8 5 229,091 2,280 +O w nb r a n d.......... 6 1 , 6 5 3 2 , 7 5 3 7 1 , 2 2 4 2 , 6 2 7 6 2 , 3 7 0 2 , 8 2 4 +Sturgeon products ...... 1,454,334 33 1,685,178 31 2,230,883 29 +T h i r d - p a r t yb r a n d ..... 2 1 , 6 6 1 3 4 2 2 , 7 9 9 4 2 111,658 44 +O w nb r a n d.......... 1 , 4 3 2 , 6 7 3 3 3 1 , 6 6 2 , 3 7 9 3 0 2 , 119,225 29 +Others (1) ............. 271,465 25 333,916 10 480,992 10 +Total ............... 1,945,725 297 2,277,354 294 3,003,336 256 +Note: +(1) Others mainly represent live sturgeons, and other caviar-based products under our own brand. +Core Product: Caviar +Caviar is our core product. Recognized as one of the three most renowned delicacies worldwide, it +is often referred to as ‘‘black gold ’’ for its exceptional rarity, rich t exture and distinctive flavor. Our +caviar products are defined by stri ngent aquaculture conditions, high- purity sourcing, and consistently +superior quality, resulting in a refi ned flavor profile with a clean, natural finish. These attributes have +set a distinctive benchmark in in ternational markets, positioning our caviar products as a leading +representative of Chinese fine food products in the global landscape. In 2023, 2024 and 2025, our caviar +sales volume amounted to 219.9 tons, 258.3 tons and 291.5 tons, respectively. In 2025, our caviar sales +volume accounted for 36.1% of the global market, with a market share more than four times that of the +second largest player, making caviar one of the few fine food categories dominated by a Chinese +company in the world. During the Track Record Period, our caviar products under the flagship brand +KALUGA QUEEN (卡露伽) were exported to premium markets in Europe, America and Asia Pacific. +We have long been the exclusive caviar supplier under our own brand to the first-class cabins of major +BUSINESS +– 129 – + + +--- page 139 --- +international airlines including L ufthansa, Singapore Airlines and Cathay Pacific. Our caviar products +are widely offered by various Michelin-starred res taurants worldwide and have been featured at the +Academy Awards banquet, underscoring their exceptional quality and unique standing. +According to the Codex Alimentarius Commission (CAC), caviar refers e xclusively to the roe +obtained from mature female sturgeon, which is pro cessed and lightly salted for preservation. All of our +caviar products strictly adhere to this standard, with no chemical preservatives or artificial additives, and +we do not engage in the production of caviar substitutes. +Based on the classification of sturgeon species used in processing, our caviar products have been +classified into six major series. Specifically, for do mestic sales, we additionally label our caviar products +by the average maturity age of the sturgeon at the time of roe extraction. This labeling is intended to +provide domestic consumers with a more intuitive und erstanding of product characteristics, thereby +promoting the dissemination and appr eciation of caviar culture in China. +Hybrid Sturgeon Caviar +Hybrid sturgeon caviar is derived from mature female hybrid sturgeons with an average maturity +age of nine years and a body weight ranging from 30 to 50 kilograms. We independently bred hybrid +sturgeon under the name ‘‘Xunlong No.1 ( 鱘龍1號)’’,C h i n a’s first nationally recognized sturgeon +variety. Our hybrid sturgeons are bred using Kaluga sturgeon as the female parent, which typically +matures after more than 15 years, and Amur sturgeo n as the male parent, which typically matures at +approximately eight years, resulting in a hybrid variety with a shortened maturity cycle of approximately +nine years that balances product quality and farming efficiency. The roe is relatively large, with a +diameter of over 3.0 millimeters, amber to brownish- yellow in color, featuring resilient membranes and +delivering a rich, full-bodied flavo r with a lingering creamy aroma. It is a long-standing preferred choice +for premium customers both domestically and internationally. During the Track Record Period, the +selling price of our hybrid sturgeon caviar product s ranged from RMB2,248 per kilogram to RMB2,496 +per kilogram. According to CIC, in 2025, the retail s elling price of hybrid sturgeon caviar products +ranged from RMB100 to RMB174 per 10 grams, while the retail selling price of our hybrid sturgeon +caviar products was approximately RMB160 per 10 grams. +Russian Sturgeon Caviar +BUSINESS +– 130 – + + +--- page 140 --- +Russian sturgeon caviar is derived from mature female Russian sturgeons with an average maturity +age of ten years and a body weight ranging from 20 to 40 kilograms. The roe is round and firm, with a +diameter of over 3.0 millimeters, typically brownish-y ellow or grayish-yellow, with notable elasticity. Its +flavor is layered and complex, with a subtle nutty aroma, making it a mainstream variety with high +acceptance in traditional international consumer markets. For domestic sales, we label this product as +‘‘ten-year Russian sturgeon caviar. ’’ During the Track Record Period, the selling price of our Russian +sturgeon caviar products ranged from RMB2,189 per kilogram to RMB2,206 per kilogram. According to +CIC, in 2025, the retail selling price of Russian st urgeon caviar products ranged from RMB138 to +RMB224 per 10 grams, while the retail selling pri ce of our Russian sturgeon caviar products was +approximately RMB 180 per 10 grams. +Kaluga Caviar +Kaluga caviar is derived from mature female kaluga sturgeons with an average maturity age of 15 +years and a body weight ranging from 80 to 200 kilograms. The roe is large and uniform, with a +diameter of over 3.2 millimeters, typically brownish-g ray or yellowish-brown in color. The flavor is rich +and mellow with pronounced milky notes and a long-lasting aftertaste. It is a highly scarce premium +variety with consistently strong demand. For domestic sales, we label this product as ‘‘15-year kaluga +caviar. ’’ During the Track Record Period, the selling pri ce of our kaluga caviar products ranged from +RMB3,658 per kilogram to RMB3,740 per kilogram. According to CIC, in 2025, the retail selling price +of Kaluga caviar products ranged from RMB315 to RMB400 per 10 grams, while the retail selling price +of our kaluga caviar products was approximately RMB380 per 10 grams. +Beluga Caviar +Beluga caviar is derived from mature female beluga sturgeons with an average maturity age of 20 +years and a body weight ranging from 80 to 200 kil ograms. The roe is pearl-gray or metallic-gray in +color, plump with elastic membranes, with a diamete r of over 3.2 millimeters. It features an intense +buttery aroma and a memorable flavor profile. As a limited-edition product for premium customized +clients, it is often used in exclusive banquets and c ollaborations with luxury brands. For domestic sales, +we label this product as ‘‘20-year beluga caviar. ’’ During the Track Record Period, the selling price of +our beluga caviar products ranged from RMB7,295 per kilogram to RMB7,486 per kilogram. According +BUSINESS +– 131 – + + +--- page 141 --- +to CIC, in 2025, the retail selling price of Beluga caviar products ranged from RMB400 to RMB1,620 +per 10 grams, while the retail selling price of our bel uga caviar products was ap proximately RMB1,600 +per 10 grams. +Amur Sturgeon Caviar +Amur sturgeon caviar is derived from mature female Amur sturgeons with an average maturity age +of eight years and a body weight ranging from 15 to 40 kilograms. The roe is deep brownish-gray to +grayish-black in color, with a diameter of over 2.9 m illimeters. It features a smooth and delicate texture +with a subtle fruity aroma. For domes tic sales, we label this product as ‘‘eight-year Amur sturgeon +caviar. ’’ During the Track Record Period, the selling pri ce of our Amur sturgeon caviar products ranged +from RMB2,564 per kilogram to RMB3,283 per kilogram . According to CIC, in 2025, the retail selling +price of Amur sturgeon caviar products ranged fro m RMB87 to RMB135 per 10 grams, while the retail +selling price of our Amur sturgeon caviar produc ts was approximately RMB120 per 10 grams. +Siberian Sturgeon Caviar +Siberian sturgeon caviar is derived from mature female Siberian sturgeons with an average +maturity age of seven years and a body weight rangin gf r o m1 0t o2 0k i l o g r a m s .T h er o ei st r a n s l u c e n t +with a grayish-brown color, generally with a diamete r of over 2.8 millimeters. The taste is delicate and +melts in the mouth, with a refreshing marine note. It is particularly suited to the flavor preferences of +A s i a nc o n s u m e r sa n di sc o m m o n l yu s e di nh i g h - e n dgifting and retail channels. For domestic sales, we +label this product as ‘‘seven-year Siberian sturgeon caviar. ’’ During the Track Reco rd Period, the selling +price of our Siberian sturgeon caviar products ranged from RMB2,309 per kilogram to RMB2,944 per +kilogram. According to CIC, in 2025, the retail sellin g price of Siberian sturge on caviar products ranged +from RMB86 to RMB130 per 10 grams, while the retail selling price of our Siberian sturgeon caviar +products was approximately RMB120 per 10 grams. +Sturgeon Products +In addition to our core caviar products, we have gra dually established a processing system for +sturgeon products to enhance the overall utilization of raw material s and maximize the value of each +sturgeon. This business segment enriches our product portfolio and provides strong support for closing +the loop of our integrated sturgeon industry chain. Overseas customers of our sturgeon products are +mainly food processing enterpri ses, food importers, and traders; domestic customers are primarily +catering companies, chain restaurants, and fresh food and grocery retailers. +BUSINESS +– 132 – + + +--- page 142 --- +During the Track Record Period, our sturgeon p roducts primarily comprised the following: +. Sturgeon meat: Derived from male sturgeons and female sturgeons after roe extraction, +processed under standardized procedures (removal of head, tail, and viscera) and +subsequently quick-frozen into sturgeon meat. Different sturgeon strains exhibit varying +levels of environmental adaptability, surviva l performance and farming characteristics. +Hybrid sturgeons, Amur sturgeons and Siberian sturgeons generally demonstrate stronger +adaptability and disease resistance and, as a resul t, achieve relatively higher overall survival +rates. Russian sturgeons have comparativel y higher requirements for water quality and +farming conditions, leading to a slightly lower survival rate. Kaluga sturgeons and Beluga +sturgeons have longer growth cycles and higher farming complexity. They are more sensitive +to environmental changes and generally exhibit lower survival rates, which correspondingly +entail higher farming risks and costs. Sturgeon meat is primarily differentiated among strains +by body size and harvest weight, while differences in taste are relatively minor and mainly +influenced by the length of the farming period rather than species. +Our raw sturgeon meat products are primarily exported to overseas markets, where they are +further processed through hot smoking, cold smoking and other methods before being sold. +During the Track Record Period, the selling pri ce of our sturgeon meat products ranged from +RMB32 per kilogram to RMB35 per kilogram. +. Processed sturgeon products: Primarily include (i) smoked sturgeon filets, made from +premium sturgeon loins using traditional smoki ng techniques, refrige rated for preservation +and ready for consumption. These products are well-suited for premium retail and gifting +channels; and (ii) tempura sturgeon meat, w hich is deboned and molded to deliver a firm +texture and delicate taste. Stored frozen, it is widely used in school canteens, restaurants and +other catering scenarios, serving as a key product to support our expansion into mass-market +dining segments. Our processed sturgeon p roducts are primarily sold domestically to +restaurants, hotels and individual consumer s. During the Track Record Period, the selling +price of our processed sturgeon products ranged from RMB18 per kilogram to RMB34 per +kilogram. +Others +Building on our core caviar products, we have further developed a series of creative caviar-based +offerings, such as caviar ice cream, chocolates, mooncakes and cakes. These products represent +innovative extensions of caviar consumption and diver sify its application into broader lifestyle scenarios. +Our caviar-based products are sold exclusively in the domestic market and are primarily supplied to +individual consumers, supermarkets and other retail channels. +BUSINESS +– 133 – + + +--- page 143 --- +Caviar ice cream Caviar mooncakesCaviar chocolates Caviar cakes +In addition, we also sold live sturgeons during th e Track Record Period. These live sturgeons we +sold are primarily male immature sturgeons identif ied through sex identification which, due to their +lower body weight, do not meet the specifications for processing into export-grade sturgeon meat +products. Customers of our live sturgeons mainly include domestic sturgeon farming enterprises and +individual buyers. +OUR PRODUCTION +We have established an integrated value chain covering the entire life cycle of sturgeon. Our +production process comprises two main stages, aquaculture and processing. Through continuous +improvement of aquaculture technologies and processing techniques, stringent control over food safety, +and emphasis on environmental protection, we have built an end-to-end operation from broodstock +breeding to the processing of caviar and sturgeon products, providing a solid foundation for the stable +increase of our production volume and market share. +Aquaculture System +We engaged in self-operated sturgeon aquaculture , breeding and farming activities conducted at +our wholly self-managed aquaculture bases. +Scientific Aquaculture Models +Based on the growth characteristics and biological needs of sturgeons, and drawing on years of +exploration and technological accumulation, we have developed a scientific aquaculture approach +combining three models: eco-net cage aquaculture model, land-based flow-through aquaculture model +and industrialized recirculating aquaculture system model. To meet the differentiated requirements of +each model, we have strategically es tablished aquaculture bases acros s China, ensuring the high quality +of female broodstock and laying a solid foundation for producing premium caviar. +BUSINESS +– 134 – + + +--- page 144 --- +Eco-net cage aquaculture model ( 生態網箱養殖模式) +Our eco-net cage aquaculture model is applied primarily during the growth stage for sturgeons +aged one to six years. This model utilizes low-de nsity stocking, continuous water exchange and +sufficient dissolved oxygen to simulate natural, wild-like conditions, thereby improving growth rate and +body weight of sturgeons. We have est ablished aquaculture bases in high-quality natural waters such as +Qiandao Lake ( 千島湖) in Zhejiang, Zhelin Lake ( 柘林湖) in Jiangxi and Qingshan Lake ( 青山湖)i n +Liaoning, all of which meet Class I n ational water quality standards. The diagram below illustrates our +eco-net cage aquaculture model. +Land-based flow-through aquaculture model ( 陸地流水養殖模式) +Our land-based flow-through aquaculture model is applied mainly during the gonadal development +stage for sturgeons aged six years and above. By simulating natural flowing water environments and +feeding with specially formulated diets, this mode l promotes gonadal development and roe maturity. We +have established aquaculture bases in areas such as Wuxi River ( 烏溪江) in Zhejiang, Weishui River +(溈水河) in Hunan, South River ( 南河) in Hubei and Yingjing River ( 滎經河) in Sichuan, sourcing +high-quality, cold water and applying aeration and other measures to improve both the quantity and +quality of roe production. The diagram below illustra tes our land-based flow-through aquaculture model. +Industrialized recircula ting aquaculture system model ( 工廠化循環水養殖模式) +Our industrialized recirculating aquaculture system model is characterized by standardized +aquaculture environments, automated water quality regulation and high cont rollability of aquaculture +conditions. We use computer systems for remote mon itoring of water temperature, quality and feeding, +enabling real-time data tracking. This model is primarily applied to the long-term rearing and artificial +BUSINESS +– 135 – + + +--- page 145 --- +reproduction of broodstock. By precisely controllin g water temperature, breeding requirements can be +met in different seasons, thereby e nsuring the sustainability of sturgeon population development. The +diagram below illustrates our industrialized recirculating aquac ulture system model. +We have adopted a centralized approach of rearing sturgeons at different growth stages at different +aquaculture bases because sturgeons have a long growt h cycle, generally requir ing approximately seven +to 15 years to grow from juveniles to mature female sturgeons suitable for caviar production, and their +farming requirements vary significantly by growth stage. Sturgeons aged one to approximately seven +years are in a rapid growth stage and require low-d ensity waters ideally present with high dissolved +oxygen, good water quality an d sufficient activity space. We therefore rear sturgeons at this stage at +aquaculture bases such as Zhelin Lake ( 柘林湖) in Jiangxi, Qiandao Lake ( 千島湖) in Zhejiang, and +Qingshan Lake ( 青山湖) in Liaoning, which provide growth cond itions closer to their natural habitat and +support faster and healthier growth. After approximately seven years of age, female sturgeons enter the +gonadal development stage and require more cont rolled conditions, including water temperature +adjustment, water-flow stimulation and specially formulated feed to promote the quantity and quality of +roe. We therefore transfer older female sturgeons to o ther bases specialized in farming mature sturgeons, +such as our Quzhou Aquaculture Base in Zhejiang, where water temperature and water flow are easier to +control. Our processing bases are also adjacent to our Quzhou Aquaculture Base in Zhejiang and our +Zhelin Lake Aquaculture Base in Jiangxi, enabling tim ely roe extraction and processing during the short +processing window. Accordingly, this arrangement has allowed us to match each growth stage with the +most suitable farming conditions, improve fish grow th and roe quality, and enha nce overall operating +efficiency. +We have formulated base-specific operating guidelines having regard to the hydrological +environment and climatic conditions of each base, which set out detailed procedures for the transfer-in +and transfer-out of sturgeons at such base. For transfers among our aquaculture bases, the timing and +criteria are determined primarily by the age, speci es and developmental cond ition of the sturgeons. We +rear sturgeons by species and age cohort and, once younger sturgeons have generally reached around +seven years of age, we transfer them in batches to othe r bases specialized in farming mature sturgeons, +such as our Quzhou Aquaculture Base for further re aring. For transfers from our Quzhou Aquaculture +Base to our processing bases, the timing and criteria are determined primarily by the development of the +sturgeons ’ gonads and roe. We inspect and select sturgeons whose gonads and roe have matured and are +suitable for processing, and then transport them in batches to our processing bases for roe extraction and +processing. All transfers are conducted in accordance with our operating guidelines, using our own +transportation vehicles or third-party logistic s providers with whom we have long-term and stable +cooperation arrangements. The vehicles are equipped with sealed live-water tanks or oxygenated +insulated containers to ensure st ability and hygiene. During transpor tation, oxygen is continuously +supplied and water is replaced periodically to mainta in a suitable transportation environment and ensure +the safety of the sturgeons during transit. +BUSINESS +– 136 – + + +--- page 146 --- +Technical Advantages and Management Practices +We have established a comprehensive set of technical advantages and management practices in +sturgeon aquaculture. T hese measures enhance t he quality and survival rate of sturgeons, improve +aquaculture efficiency and risk resilience, and e nsure sustainable and environmentally friendly +development of our aquaculture operations. +Sturgeon aquaculture technologies +Our systematic technological advantages across bre eding, selective genetics, sex identification, +processing window management, and disease prevention have created an industry-leading sturgeon +aquaculture system, providing a solid foundation for sustainable and large-scale caviar production. +. Full artificial breeding technologies: As the cornerstone of our aquaculture system, we have +developed a complete technical pathway covering broodstock gonadal development +monitoring, low-temperature cultivation, mini mally invasive ovum extraction, hatching, and +post-spawning recovery. These technologies sign ificantly improve fertilization rates, hatching +rates, and fry survival rates. Leveraging these advancements, we have established the world ’s +most extensive sturgeon germplasm resource bank, encompassing over 100,000 broodstock +across sturgeon species, according to CIC. We have also built a national-level sturgeon +breeding farm, ensuring a sust ainable and high-quality sour ce of broodstock for caviar +production. +. Selective breeding and strain innovation: Building on artificial breeding, we have actively +applied hybrid breeding and molecular gene tic techniques to shorten the conventional +breeding cycle and improve reproductive performance. Our efforts have increased the average +ovulation rate from 8% in 2006 to approximately 17% in 2025, well above the industry +average of around 10%, according to CIC. Notably, we independently bred ‘‘Xunlong No.1 +(鱘龍1號),’’ China ’s first nationally recognized sturgeon va riety, which features rapid growth, +high ovulation rate, early maturity, and stable ca viar quality, making it one of the best-selling +varieties globally. +. Early-stage sex identif ication technologies: Given the long gonadal development cycle of +sturgeon and the lack of obvious secondary sexual characteristics, in 2020, we jointly +developed and introduced a molecular sex identification technology that advanced the age for +distinguishing male and female sturgeons from 24 –36 months to as early as six months, with +an accuracy rate of over 97%. This internationally leading technology effectively addressed +the global challenge of early-stage sex identif ication in sturgeons, significantly enhancing +production efficiency and reducing farming costs. +. Processing window management: As the optimal processing window for high-quality caviar +is typically no longer than one week, we have developed mathematical models based on long- +term observations of gonadal development in broodstock. These models allow us to predict +the maturation timing of different sturgeon sp ecies and ages with high precision, ensuring +that ovulated eggs are harvested at their peak ma turity. In addition, by leveraging temperature +differences across our aquaculture bases, we have studied gonadal development patterns +under low-temperature environments and developed corresponding control models to regulate +broodstock development speed, thereby addressing seasonal supply shortages during summer +months and ensuring stable year-round production. +BUSINESS +– 137 – + + +--- page 147 --- +. Integrated disease prevention a nd treatment technologies: We provide sturgeons with an +environment close to their natural habitat to promote healthy growth and higher survival +rates, and have established a comprehensive prevention, monitoring, and treatment system. In +parallel, we cooperate with scientific institu tes to develop dedicated vaccines to ensure safe +and reliable disease control. Each aquaculture base assigns responsible personnel and +implements duty systems to oversee disease prevention. Through these combined measures, +our average annual survival rate of sturgeon has remained above 97% since 2014 and during +the Track Record Period, among the highest in ternationally and notably above the industry +average of below 90%, according to CIC, supporting both sustainable development and cost +efficiency. Based on relevant industry benchmarks (an estimated annual occurrence +probability of less than 5%), large-scale diseas e outbreaks are not a common occurrence in +sturgeon aquaculture, and disease risks, where they arise, are generally associated with water +temperature fluctuations, water quality issues, low dissolved oxygen levels, parasitic or +bacterial infections and transportation-related stress. The risk of large-scale disease outbreaks +or overall deterioration of sturgeon health across our aquaculture bases is even lower, taking +into account our historical opera ting track record, our multi-base layout across different water +systems and climatic regions with independent water sources, as well as our standardized +prevention and control measures implemente d, including vaccination, water quality and +temperature control, regular disinfection, dissolved oxygen management, laboratory testing, +and prompt isolation and treatment of affected sturgeon. +Intelligent management +We have established a digital production managem ent platform for sturgeon aquaculture, which +encompasses an online environmental monitoring system, a production management system, a remote +fish disease diagnosis system and an intelligent fishery management system. By interconnecting the +aquaculture production management s ystem, processing traceability system, and marketing system, we +are able to achieve real-time and accurate control over every stage of our operations. +At the same time, we have introduced AI-powered tracking and inventory technologies, leveraging +drones and big data models to significantly improve the efficiency of biomass management and +stocktaking. In practice, drones e quipped with high-speed intelligen t cameras capture dynamic aerial +videos of our aquaculture bases, which are then processed thro ugh AI-based image recognition +algorithms to identify and count individual sturgeon s. This technology enables efficient and scalable +inventory operations with an accuracy rate exceeding 97%. The drone-based image collection and +algorithm-driven recognition allow stocktaking to be automated, independent and objective, with video +evidence simultaneously generated f or third-party verification, ther eby reducing human intervention. In +addition, it offers high operational efficiency and ease of deployment, enabling rapid stocktaking and +timely reconciliation of biological assets, significa ntly improving the timeliness and reliability of +biomass management across our aquaculture bases. +Standardized management +We have formulated and enforced a series of operational guidelines, including the Healthy +Sturgeon Aquaculture Operation Manual ( 《鱘魚健康養殖操作規程》) and the Sturgeon Transportation +Guidelines ( 《鱘魚運輸作業指導書》), resulting in a standardized and replicable management system. +Through continuous training, we have effectively red uced uncertainties arising from inconsistent manual +operations, thereby ensuring stable survival rates and product quality. +BUSINESS +– 138 – + + +--- page 148 --- +Scientific site selection and response mechanisms for natural disasters +Based on the biological characteristics of sturgeon, we have developed comprehensive criteria for +selecting aquaculture base locations . Site selection involves a thorough assessment of factors such as +geographic location, geol ogical conditions, water quality, water volume, water temperature, land use, +and surrounding infrastructure, with full consideration of natural disasters such as typhoons, floods, +earthquakes, and droughts to effectively prevent large-scale natural hazards. +In addition, we have formulated and continuously refined our Work Safety Management System +(《安全生產管理制度》) and Emergency Management System for Major Incidents ( 《重大突發事件應急管 +理制度》). Tailored risk assessments are conducted for each aquaculture base, supported by specific +emergency response plans and related measures to m itigate natural disaster risks. These mechanisms +ensure rapid and effective responses to emergencies and safeguard safe and stable business operations. +Flood control: Reinforcement of facilities and cages is carried out before the flood season, +together with the installation of drainage and pumpin g equipment and real-time inspections, to minimize +the risk of facility damage and fish loss. +Drought resistance: Supplementary water sources are secured from reservoirs with additional +pumps installed to ensure water replenishment. Aera tion and recycling systems are deployed to maintain +dissolved oxygen, and water allocation is prioritiz ed for broodstock ponds to s afeguard survival and +reproductive quality. These measures ensure that pr oduction can be maintain ed even during prolonged +dry seasons. +Other extreme events: Landslides, snowstorms and lightning st rikes are mitigated by strengthening +infrastructure, preparing backup power supplies and stockpiling essential materials to ensure operational +continuity. +To ensure the effectiveness of these measures, we a lso organize regular training and drills across +all bases, clarifying responsibilities, simulating e mergency responses and refining contingency plans, +thereby improving the overall resi lience of our aquaculture system. +During the Track Record Period and up to the Late st Practicable Date, we did not suffer from any +material loss resulted from any major disruptions , contamination to the aquacultures, acts of God or +other calamities associated with our sturgeon aquaculture bases. +Environmental protection and resource utilization +For the residual feed and excreta generated durin g aquaculture, we have estab lished differentiated +treatment measures for different aquaculture models. Under the eco-net cage aquaculture model, we +apply multiple environmental prote ction technologies such as waste co llection, biological recycling, +precision feeding, rotational stocking and disease p revention, effectively reducing water pollution and +ensuring compliance with water quality standards; Under the land -based flow-through aquaculture +model, we have researched and ado pted technologies such as micro-filtration of aquaculture water and +micro-flocculation phosphorus removal from effluent, achieving compliance with local environmental +discharge standards; Under the industrialized recirculating aquaculture system model, we strictly comply +with environmental requirements by building dedic ated wastewater treatment facilities and applying +biofilm treatment processes, ensuring that all discharges meet applicable standards. +BUSINESS +– 139 – + + +--- page 149 --- +In addition, we have established a circular ec ological utilization model with local farmers and +agricultural enterprises, under which residual feed and feces are collected and provided free of charge +for conversion into organic fertilizer, helping to im prove the quality of vegetables and fruits. These +initiatives not only mitigate environmental impac t but also reinforce our ESG performance. +Procurement of Sturgeons from External Suppliers +We have procured a limited volume of sturgeons from selected external suppliers from time to time +to supplement our self-operated production capac ity and better balance market demand with breeding +cycles. Such procurement does not constitute contract farming, as the sturgeons procured remain under +the ownership and control of the respective suppliers prior to completion of the purchase, and we do not +participate in, or share operational decision-ma king, risks or profits in relation to, the suppliers ’ farming +activities. +Collaboration arrangement s with sturgeon suppliers: We conduct annual site visits and reviews +of sturgeon suppliers across China and typically enter into long-term cooperation with a limited number +of qualified sturgeon suppliers for supplementary procurement only. Under these arrangements, suppliers +independently raise sturgeons to a specified age, generally three to four years, and we purchase the +sturgeons only when they meet our quality and speci fication requirements. These arrangements do not +involve farming on our behalf. +Quality control measures: We have implemented strict quality control measures for externally +procured sturgeons, including: (i) pre-cooperation assessments of suppliers ’ farming capacity, +compliance status and quality assurance capabilities; ( ii) regular on-site reviews of farming practices +during cooperation; and (iii) samplin g inspections prior to purchase, su pervision during collection and +transportation, and post-arrival i solation and testing until the sturg eons meet our internal standards. +Aquaculture Bases +As of December 31, 2025, we had e ight aquaculture base s located in high-quality natural waters, +including Qiandao Lake ( 千島湖) and Wuxijiang ( 烏溪江) in Zhejiang, Zhelin Lake ( 柘林湖) in Jiangxi, +Qingshan Lake ( 青山湖) in Liaoning, Weishui River ( 溈水河) in Hunan, and Yingjing River ( 滎經河)i n +Sichuan, with a total live fish stock of over 14,000 tons, representing a leading position in the industry. +All our sturgeon resources are artificially bred, and we do not engage in the exploitation or utilization of +wild sturgeon resources. +BUSINESS +– 140 – + + +--- page 150 --- +The following table sets forth the designed aqu aculture capacity, actual aquaculture volume, and +utilization rate of our eight aquacultu re bases for the years indicated: +For the year ended December 31, +2023 2024 2025 +Aquaculture base +Aquaculture model +applied +Designed +aquaculture +capacity (1) +Actual +aquaculture +volume (2) +Utilization +rate (3) +Designed +aquaculture +capacity (1) +Actual +aquaculture +volume (2) +Utilization +rate (3) +Designed +aquaculture +capacity (1) +Actual +aquaculture +volume (2) +Utilization +rate (3) +(tons) (%) (tons) (%) (tons) (%) +Quzhou, Zhejiang . . . . . . . . . Land-based flow-through +aquaculture model +and industrialized +recirculating +aquaculture system +model +4,500.0 3,989.1 88.6 4,500.0 3, 928.9 87.3 4,200.0 3,494.7 83.2 +Qingshan Lake, Liaoning . . . . Eco-net cage aquaculture +model +2,300.0 2,234.1 97.1 2,300.0 2, 213.0 96.2 2,500.0 2,439.4 97.6 +Yingjing, Sichuan . . . . . . . . Land-based flow-through +aquaculture model +1,500.0 1,424.0 94.9 2,500.0 2, 392.9 95.7 4,000.0 3,994.0 99.9 +Zhelin Lake, Jiangxi +(4) . . . . . Eco-net cage aquaculture +model +1,600.0 1,593.5 99.6 1,600.0 1, 425.2 89.1 1,600.0 1,417.9 88.6 +Qiandao Lake, Zhejiang (4) . . . Eco-net cage aquaculture +model +1,500.0 1,334.6 89.0 1,500.0 1, 416.9 94.5 1,600.0 1,503.5 94.0 +Baokang, Hubei (4) . . . . . . . . Land-based flow-through +aquaculture model +600.0 552.9 92.2 800.0 724.7 9 0.6 1,200.0 1,091.3 90.9 +Ningxiang, Hunan (4) . . . . . . . Land-based flow-through +aquaculture model +400.0 293.1 73.3 400.0 347.5 86.9 400.0 349.4 87.4 +Sishui, Shandong (4)(5) . . . . . . Land-based flow-through +aquaculture model +100.0 81.2 81.2 100.0 11.6 11.6 100.0 36.8 36.8 +Total ................ ................ 12,500.0 11,502.6 92.0 13,700.0 12, 460.7 91.0 15,600.0 14,326.9 91.8 +Notes: +(1) The designed aquaculture capacity represents the theoretical capacity of each aquaculture base measured by +sturgeon ’s weight, primarily determined by the aquaculture model, aquaculture water area, water volume, stocking +density, and sturgeon size grade. +(2) The actual aquaculture volume refers to the actual biomass of sturgeons farmed during the respective year, which is +calculated by multiplying the number of sturgeons by their average weight. +(3) The utilization rate is calculated as the actual aquaculture volume divided by th e designed aquaculture capacity of the +relevant year. +(4) Our aquaculture bases in Zhelin Lake, Qiandao Lake, Baokang, Ningxiang and Sishui primarily farm immature +sturgeons aged up to seven years. Historically, these bases occasionally experienced moderate fluctuations in +utilization rates, mainly because once th e sturgeons reached seven years of age, they were tra nsferred to other bases +specialized in farming mature sturgeons, such as our Quzhou Aquaculture Base. The utilization rates at our +aquaculture bases for immature sturgeons subsequently returned to higher levels when new supplies of immature +sturgeons arrived. +(5) The utilization rate of our Sishui Aquaculture Base in Shandong decreased materially from 2023 to 2025. This was +primarily because changes in local wa ter availability prompted us to adjust the aquaculture planning for this base, +shifting its primary use to the rearing of immature sturgeons and reducing overall aquaculture volume, which led to a +corresponding decline in utilization rate. +BUSINESS +– 141 – + + +--- page 151 --- +The following table sets forth the fair value of bi ological assets attributable to each aquaculture +base for the years indicated: +For the year ended December 31, +Aquaculture base 2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Q u z h o u ,Z h e j i a n g ................................ 5 5 4 , 7 9 7 5 7 4 , 9 5 3 5 2 2 , 9 3 9 +Q i n g s h a nL a k e ,L i a o n i n g ........................... 2 4 0 , 7 9 5 2 4 3 , 6 5 3 2 6 3 , 9 2 3 +Y i n g j i n g ,S i c h u a n................................ 1 1 9 , 7 5 1 2 3 1 , 5 9 5 4 0 1 , 7 3 5 +Z h e l i nL a k e ,J i a n g x i .............................. 2 1 0 , 4 3 6 2 1 6 , 8 6 0 2 1 7 , 7 0 4 +Q i a n d a oL a k e ,Z h e j i a n g............................ 1 6 8 , 2 2 8 1 5 4 , 8 0 4 1 6 7 , 5 2 5 +B a o k a n g ,H u b e i ................................. 5 4 , 8 6 8 7 9 , 1 7 5 1 2 1 , 6 9 3 +Ningxiang, Hunan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,998 45,907 44,704 +S i s h u i ,S h a n d o n g ................................ 7 , 3 3 0 6 , 5 5 4 8 , 4 7 5 +The following table sets forth breakdowns of our live fish stock by sturgeon species and growth +stages as of the dates indicated: +As of December 31, +By sturgeon species 2023 2024 2025 +Biomass +(tons) +Number of +fish +Biomass +(tons) +Number of +fish +Biomass +(tons) +Number of +fish +Hybrid sturgeons . . . . . . . 3,880.6 428,356 5,582.6 611,049 8,068.9 702,663 +Russian sturgeons (1) . . . . . 6,551.2 523,281 5,784.4 505,535 5,231.2 486,453 +Kaluga sturgeons . . . . . . . 569.4 7,043 539.4 7,613 478.0 6,734 +Beluga sturgeons . . . . . . . 385.3 7,032 411.6 6,397 408.8 6,110 +Amur sturgeons (2) . . . . . . 73.9 4,847 84.0 44,023 (4) 76.8 13,212 (5) +Siberian sturgeons (2) . . . . 8.6 520 25.2 5,436 30.9 5,207 +Others (3) . . . . . . . . . . . . 33.7 2,835 33.6 2,682 32.3 2,550 +Total .............. 11,502.6 973,914 12,460.7 1,182,735 14,326.9 1,222,929 +As of December 31, +By growth stage 2023 2024 2025 +Biomass +(tons) +Number of +fish +Biomass +(tons) +Number of +fish +Biomass +(tons) +Number of +fish +=54 years of age . . . . . . 2,206.6 540,161 2,020.6 588,904 3,094.8 628,001 +5~6 years of age . . . . . . . 1,216.9 103,881 2,808.3 298,926 3,196.9 265,310 +4=7 years of age . . . . . . 8,079.2 329,872 7,631.9 294,905 8,035.1 329,618 +Total .............. 11,502.6 973,914 12,460.7 1,182,735 14,326.9 1,222,929 +Notes: +(1) Strong market demand for Russian sturgeon caviar has led to a decline in our live fish stock of this species during +the Track record Period. We are addressing this through ongoing breeding and stocking of Russian sturgeon fry to +replenish and expand its production pipeline. +BUSINESS +– 142 – + + +--- page 152 --- +(2) Amur sturgeons and Siberian sturg eons were recomme nded as substitute spec ies during periods when demand for +Russian sturgeon and hybrid sturgeon exceeded supply, and as production capacity of our core sturgeon species +became better aligned with mark et demand, reliance on such s ubstitutes declined, resulti ng in greater volatility in +their live fish stock. +(3) ‘‘Others ’’ refers to several add itional sturgeon species, eac h species individually accoun ted for a very small portion +of our total live fish stock. +(4) We procured a relatively large number of Amur sturgeon fry as our Yingjing Aquaculture Base in Sichuan +commenced operations in 2024, resulting in a significant increase in number of fish as of December 31, 2024. +However, as the fish fry were still at an ea rly growth stage with relatively low a verage weight, the increase in overall +biomass of Amur sturgeon was marginal as of the same date. +(5) Upon completion of sex identifica tion, we sold certain male Amur sturgeo n sf r yt ot h i r dp a r t i e s ,l e a d i n gt oa +substantial decrease in number of fish as of December 31, 2025. +During the Track Record Period and up to the Late st Practicable Date, we did not experience any +material accidents, injuries, or fatalities inv olving our labor force in our aquaculture bases. +Aquaculture Capacity Expansion Plan +As of December 31, 2025, we had commenced the aquaculture capacity expansion of one of our +existing bases, the Baokang Aquaculture Base in Hube i, to meet the increasing market demand for our +caviar products. +The table below sets forth details of the aquaculture capacity expansion plan of our Baokang +Aquaculture Base in Hubei: +Aquaculture base +Increased +annual +aquaculture +capacity upon +completion (1) +Designed annual +aquaculture +capacity upon +completion (1) +Status as of +the Latest +Practicable +Date +Expected +completion time +Total estimated +investment +(tons) (tons) (RMB in million) +Baokang, Hubei +(expansion) +1,500 2,500 In progress Third quarter, +2027 +180.0 +Note: +(1) Measured by sturgeon ’sw e i g h t . +We expect that the aquaculture capacity expansio n of our Baokang Aquaculture Base in Hubei will +be funded primarily by the net proceeds from the Global Offering and will also be funded by cash +generated from our operations. See ‘‘Future Plans and Use of Proceeds — Use of Proceeds. ’’ +In addition, as of the Latest Practicable Date, we were planning to expand two of our other +existing aquaculture bases, namely Qianda o Lake Aquaculture Base in Zhejiang, and Wuning +Aquaculture Base in Jiangxi. These expansion plans will be funded primarily by the net proceeds from +the Global Offering as well as cash generated from our operations. See ‘‘Future Plans and Use of +Proceeds — Use of Proceeds. ’’ +BUSINESS +– 143 – + + +--- page 153 --- +Processing System +To ensure timely delivery of sturgeons and enhance processing efficiency, we have established +processing bases adjacent to key aquaculture bases. By closely integrating aquaculture and processing +operations, we have built a complementary and tiere d production network that improves overall supply +chain efficiency and product quality consistency. We adopt a traditional caviar harvesting technique, +which involves slaughtering the sturgeon in order to extract caviar from its body, as opposed to non- +lethal caviar extraction methods such as abdominal massage, catheterization, or minor surgical +procedures. Accordingly, each sturgeon yields only one caviar harvest during its life cycle under the +harvesting technique adopted. We use traditional caviar harvesting because it is better aligned with our +premium product positioning and quality requirements , as it generally produces roe with better integrity +and appearance, richer flavour and more consistent quality, thereby preserving the high quality and +flavour profiles of our caviar products. According to CIC, traditional harvesting remains the mainstream +method for caviar production and accounts for over 90% of global commercial caviar production. We +did not adopt non-lethal harvesting methods because such methods typically involve anaesthesia, +hormone induction or other assisted techniques, which may affect roe integrity, flavour and appearance. +Processing Workflow +Caviar processing +Our caviar processing combines tr aditional craftsmanship with mode rn processing technologies, +preserving the essence of classic techniques while continuously introducing standardized and refined +procedures to ensure authentic flavor and consist ent quality. The diagram below illustrates our caviar +processing workflow. +Rubbing Weighing PackingMature female sturgeon +Rinsing Salting Finished product inspectionConditioning phase +Draining Packaging GradingDraining +Sorting Refrigerating ShippingExtracting roes +. Raw material evaluation: Prior to processing, each mature female sturgeon undergoes a +chilled conditioning phase. Our technician s assess whether the fish meets our quality +standards based on the size, elasticity, texture and flavor of sampled roe, to ensure product +consistency and optimal timing. +. Separation and rinsing: Before roe extraction, the sturg eons are placed in ice-water to +induce a low-temperature anesthesia state, which reduces stress and supports animal welfare. +Once fully anesthetized, the fish undergo subsequent humane processing steps, including +bleeding and rinsing. The gonads are removed from the fish, and the roe is gently rubbed out +to separate it from the gonadal tissue. The sep arated roe is then rinsed three to five times to +remove impurities, membranes, and any unde sirable odors, leaving only intact and fully +matured grains for caviar production. After roe extraction, the remaining fish bodies are +transferred for further cutting and processing into sturgeon products. +BUSINESS +– 144 – + + +--- page 154 --- +. Expert salting: The cleaned roe is gently mixed with salt in a process that requires highly +experienced master technicians. The goal is to ensure thorough integration of salt with the +roe while avoiding excessive handling that could compromise elasticity and texture, thereby +preserving the quality of the caviar. The precise amount of salt is fine-tuned based on the +sturgeon species, specific orders, and customer preferences. +. Packaging and pressing: After manually exhausting air from the tin and forming shape with +stainless-steel pressing discs, the caviar is rested overnight before undergoing vacuum sealing +and final labeling. All caviar products are then stored under cold chain conditions. +. Full-chain traceability system: Each batch is assigned a unique code linked to the source +fish ID, processing personnel, salt batch, ope ration timestamp, and quality inspection data, +enabling full traceability from fish to tin. +All caviar products we sell are finished caviar p roducts ready for sale. Pursuant to the Codex +Standard for Sturgeon Caviar (CODEX STAN 291 ‑2010), the mixing of caviar from different suppliers, +species or batches is prohibited. Subsequent handling by our customers, if applicable, is thus limited to +re-packaging into smaller retail-size units for onward sale to end customers. +We have implemented measures to prevent improper mixing and safeguard food safety: (i) We +strictly process caviar on a single-species, single-batch basis, with each batch assigned a unique +traceability code and affixed CITES-compliant tampe r-proof labels. We also provide our customers with +complete traceability documentation and labeling g uidance; (ii) We bear food safety responsibility for +our own production processes and for products released in compliance with applicable standards +(including HACCP, ISO 22000 and BRC). We maintain a buyer-seller relationship with our customers, +and do not have any control over their operations, after the products are delivered. Ownership and risks +transfer to our customers upon delivery and accep tance of caviar products; and (iii) Our recall or +replacement obligations apply only to original products that have not been mixed or altered. Any risks +and liabilities relating to unauthorized mixing, r e-packaging or labeling non compliance by our +customers are borne solely by such customers themselves. +Sturgeon product processing +Our sturgeon product production lines are des igned in compliance with HACCP standards. The +production process includes thawing, trimming, flash freezing, and cold-chain packaging. Hot-smoked +products are prepared using a low-temperature inte rmittent smoking technique that helps retain moisture +and fat content. Frozen meat products are processed through deboning, sectioning, and freezing to suit +diverse foodservice scenarios. +Processing Bases +As of December 31, 2025, we had established two processing bases adjacent to our Quzhou +Aquaculture Base in Zhejiang and our Zhelin Lake Aquaculture Base in Jiangxi, to ensure timely +delivery of sturgeons and enhance processing efficiency. +BUSINESS +– 145 – + + +--- page 155 --- +The following table sets forth the designed capac ity, actual output, and utilization rate of caviar +products at our Quzhou Processing Base in Zhejiang and Zhelin Lake Processing Base in Jiangxi for the +years indicated: +For the year ended December 31, +2023 2024 2025 +Processing base +Designed +capacity (1) +Actual +output (4) +Utilization +rate (2) +Designed +capacity (1) +Actual +output (4) +Utilization +rate (2) +Designed +capacity (1) +Actual +output (4) +Utilization +rate (2) +(kilograms) (%) (kilograms) (%) (kilograms) (%) +Quzhou, Zhejiang . . . . . . 280,000.0 221,026.1 7 8.9 280,000.0 257,338.9 91. 9 320,000.0 290,406.3 90.8 +Zhelin Lake, Jiangxi . . . . 10,000.0 2,421.6 24.2 (3) 10,000.0 3,593.1 35.9 (3) 15,000.0 11,060.2 73.7 +Total .............. 290,000.0 223,447.7 77.1 290,000.0 260,932.0 90.0 335,000. 0 301,466.5 90.0 +Notes: +(1) The designed capacity is measured by the weight of caviar output and calculated based on the actual plant area, +number of production lines, and the number of effective processing days, which vary seasonally according to +sturgeon roe maturity patterns. +(2) The utilization rate is calculated as the actual outp ut divided by the designed capacity of the relevant year. +(3) The low utilization rate of our Zhelin Lake Processing Base in Jiangxi during the Track Record Period was primarily +due to our functional allocation between processing bases, with our Quzhou Processing Base in Zhejiang dedicated +mainly to export caviar processing and our Zhelin Lake Processing Base in Jiangxi focusing on domestically sold +caviar products. As export sales accounted for a significant proportion of our total caviar sales during the Track +Record Period, the utilization rate of our Zhelin Lake Processing Base in Jiangxi was relatively low. The utilization +rate of Zhelin Lake Processing Base increased in 2025, primarily because we diverted part of the export orders +originally handled by the Quzhou Processing Base to Zhelin Lake Processing Base in response to the continued +growth in overseas market demand. +(4) The actual output is measured by the weight of caviar output. +The following table sets forth the designed capac ity, actual output and utilization rate of sturgeon +meat at our Quzhou Processing Base in Zhejiang and Zhelin Lake Processing Base in Jiangxi for the +years indicated: +As of December 31, +2023 2024 2025 +Processing base +Designed +Capacity (1) +Actual +output (1) +Utilization +rate +Designed +capacity (1) +Actual +output (1) +Utilization +rate +Designed +capacity (1) +Actual +output (1) +Utilization +rate +(kilograms) (%) (kilograms) (%) (kilograms) (%) +Quzhou, Zhejiang (2) . . . . . 1,200,000.0 991,939.5 82.7 1,200,000 .0 1,097,603.8 91.5 1,400, 000.0 1,251,414.9 89.4 +Zhelin Lake, Jiangxi (3) . . . 200,000.0 48,965.6 24.5 200,000 .0 49,972.2 25.0 200, 000.0 112,258.6 56.1 +Total .............. 1,400,000.0 1,040,905.1 74. 4 1,400,000.0 1,147, 576.0 82.0 1,600,000. 0 1,363,673.5 85.2 +Notes: +(1) Measured by the weight of sturgeon meat output. +(2) Considering the gradual increase in caviar and sturgeon product, we carried out a technical upgrade of the sturgeon +meat processing workshop at Quzhou Processing Base in Zhejiang in 2025 to enhance production capacity. +(3) The low utilization rate of our Zhelin Lake Processing Base in Jiangxi during the Track Record Period was primarily +due to our functional allocation between processing bases. In 2023 and 2024, the output of sturgeon products at our +Zhelin Lake Processing Base in Jiangxi generally aligned with caviar production. In 2025, we diverted part of the +processing of male sturgeons to our Zhelin Lake Processing Base in Jiangxi, which led to an increase in sturgeon +meat output and improved utilization. +BUSINESS +– 146 – + + +--- page 156 --- +During the Track Record Period and up to the Late st Practicable Date, we did not experience any +material accidents, injuries, or fatalities inv olving our labor force in our processing bases. +Production Capacity Expansion Plan +As of December 31, 2025, we had commenced the construction of one new processing base +adjacent to our Yingjing Aquaculture Base in Sichuan, to accommodate our regional supply needs and +support our continued growth. +The table below sets forth details of the productio n capacity expansion plan of caviar products at +our Yingjing Processing Base in Sichuan: +Processing base Planned use +Designed annual +production +capacity upon +completion (1) +Status as of +the Latest +Practicable +Date +Expected +completion time +Total estimated +investment +(kilograms) (RMB in million) +Yingjing, Sichuan Caviar +processing +220,000.0 In progress Fourth quarter, +2026 +200.0 +Note: +(1) The designed annual production capacity is measured by the weight of caviar output. +We expect that the production cap acity expansion of our Yingjing Processing Base in Sichuan will +be funded by cash generated from our operations. +Quality Control System +We are keenly focused on food safety and q uality management, and have established a +comprehensive quality assurance system that alig ns with both domestic regulatory standards and +international export requirements. +International Certifications and Regulatory Compliance +We have obtained food safety certifications and export approvals from major markets including the +European Union, the United States and Japan. We ha ve fully implemented and passed certifications +under ISO 9001 (Quality Management System), ISO 22000 (Food Safety Management System), and +HACCP (Hazard Analysis and Critical Control Points), and have obtained the internationally recognized +BRC Global Standard for Food Safety, IFS Food St andard, Friend of the Sea (FOS) sustainability +certification, and organic product certification. +Institutional Framework and Internal Standards +We have developed a full-suite of internal control policies, operational procedures and technical +specifications, covering all major nodes of our produc tion chain. Our internal quality control standards +are grounded in national food safety regulations. I n practice, we often implement stricter internal +thresholds, particularly for p roducts intended for export. +BUSINESS +– 147 – + + +--- page 157 --- +Quality Controls in Aquaculture and Processing +We maintain end-to-end quality surveillance sy stems across aquaculture, caviar processing and +sturgeon meat production. +. Raw material stage: For self-farmed sturgeon, we apply str ict quality management protocols +guided by internal standards such as our Aquaculture Quality and Safety Control +Specification ( 《養殖質量安全控制規範》) and Aquatic Product Safety Monitoring Plan ( 《水 +產品質量安全控制規範》). We control every aspect from seedling health to feed formulations +and water parameters. For externally source d sturgeon, in addition to regular supplier +assessment, we implement separate in-house standards such as the External Fish Quality +Control Specification ( 《外購魚質量安全控制規範》) and Inspection Protocols for External +Fish (《外購魚檢驗程序》). +. Processing stage: We adhere to a philosophy of combi ning the heritage of traditional +craftsmanship with modern standardization. On the one hand, we preserve hand-crafted +precision as the core of traditional caviar proces sing, ensuring authentic flavor and continuity +of artisanal features. On the other hand, we strictly follow standardized operating procedures +for salt content, temperature and timing. Pr ior to processing, each fish undergoes chilled +conditioning and maturity assessment. Post-processing, our in-house lab performs residue, +chemical and microbiological testing, and our products are subject to customs sampling +before export. By integrating tradition wit h innovation, we ensure both the stability and +traceability of our caviar processing practices. +Organizational Structure and Staffing +We operate an independent quality control department consisting of 20 staff as of December 31, +2025, most of whom hold bachelor ’s degrees or higher in food sc ience, quality management or +aquaculture disciplines. The core functions of our quality control dep artment include: (i) Supervisory +audits: Conducts random checks, evalu ations and accountability tracing ac ross processing, aquaculture, +procurement and equipment departments; (ii) Operational support: Provides batch-level verification +prior to dispatch and assists in resolving customer issues; and (iii) +Ongoing reviews: Organizes regular +quality review meetings, carries out cross-audits, and conducts iss ue-specific retrospectives. +During the Track Record Period and up to the Latest Practicable Date, there were no material +findings from our supervisory audits and ongoing reviews. +Customer Management and Feedback +We operate a formal customer co mplaint and feedback mechan ism under our internal quality +complaint handling policy, which m andates root cause analysis, corrective action plans and follow-up +verification. We have implemented a product return and replacement policy, with separate internal +guidelines for domestic and interna tional markets based on client tiering and contractual terms. During +the Track Record Period, we successf ully maintained a low product return rate of approximately 0.2%. +During the Track Record Period, our production system operated safely without any material +production accidents. During the Track Record Peri od and up to the Latest Practicable Date, we did not +experience any material food safety issues, complaints, product returns, product recalls or product +defects, and we had not been subjec t to any regulatory penalties or litigation in connection with food +BUSINESS +– 148 – + + +--- page 158 --- +safety or product compliance matters. As confirmed by our Directors, there were no large-scale +outbreaks or spread of diseases among our sturgeon, and we did not suffer from any material losses +resulted from sturgeon diseases during the Track Re cord Period and up to the Latest Practicable Date. +According to CIC, there were no large-scale outbreaks of diseases in sturgeon aquaculture industry +during the Track Record Period and up to the Latest Practicable Date as well. +OUR PROCUREMENT SYSTEM +We have established a procurement system built around three core priorities: supply stability, +quality assurance, and cost efficienc y. This system covers all major inpu t categories, including sturgeon, +feed, packaging materials, and other consumable s used in production. By implementing our qualified +supplier management system, wo rking with long-term partners , and enforcing traceability and +compliance reviews, we have significantly enhanced procurement efficiency and risk management +across our operations. +Supplier Qualification and Evaluation Process +We have established a qualified supplier management system to ensure stable supply, product +quality and procurement compliance. We assess pros pective and existing suppliers based on multiple +criteria, including qualifications, product qua lity, service performance, technical capability and +reputation. +We maintain a dynamic list of qualified suppliers, which is regularly updated through periodic +reviews. Our quality control department and logistic s support team jointly conduct supplier assessments +and on-site inspections. This process is designed to ensure that our procurement procedures remain +standardized, the quality of raw materials remains con sistently high, pricing is commercially reasonable, +and our supplier relationships are bas ed on long-term trust and reliability. +Salient terms of the supply agreements with our s uppliers for key raw mater ials typically include: +. Duration: Agreements are usually entered into on an annual basis, with renewal subject to +mutual agreement. +. Pricing policy: Prices are either fixed or adjusted with reference to prevailing market +conditions as agreed by the parties. +. Delivery: Suppliers are responsible for delivering goods directly to our designated +warehouses, aquaculture bases or processing bases pursuant to the supply agreements, with +risks transferred upon delivery and acceptance. +. Payment: Payments are generally settled either b y bank transfer within an agreed credit +period of up to three months upon receipt of invoice, or by bank notes with a maturity period +of up to six months. +. Quality: Suppliers are required to comply with ag reed product specifications and quality +standards, and to ensure compliance with applic able regulatory and food safety requirements. +In the event of quality deficiencies in the supp lied products that result in penalties imposed +by regulatory authorities or cause personal injur y or property damage to consumers, suppliers +are responsible for bearing the relevant liabilities. +. Inspection and acceptance: We conduct inspection upon rece ipt, and reserve the right to +reject or return non-conforming products at the supplier ’sc o s t . +. Termination: Agreements may be terminated by either party in case of material breach or +upon mutual consent. +BUSINESS +– 149 – + + +--- page 159 --- +Procurement Compliance and Anti-Corruption Management +We have implemented a robust procurement comp liance regime designed to prevent conflicts of +interest and internal misconduct. Contracts for the procurement of materials with an amount exceeding +RMB0.5 million are subject to approval by our genera l managers, which explicitly prohibits kickbacks, +improper benefits, and other uneth ical practices. Our quality control d epartment leads a c ross-functional +oversight system for major procurement projects , which must undergo joint evaluation by multiple +departments to ensure transpare ncy and accountability. During the Tr ack Record Period and up to the +Latest Practicable Date, we did not encounter any litig ation, order cancelations, or material disputes +arising from supplier conflicts, quality issues, or communication breakdowns. +Key Procurement Categories +During the Track Record Period, we sourced the majority of our raw materials and packaging +materials in China. Our key procurement categories included the following raw materials and packaging +materials: (i) Feed: Feed is the largest cost component in our aquaculture operations; (ii) Sturgeon: We +selectively purchase mature and reserve-breeding female sturgeon to supplement our self-breeding +supply and optimize our sturge on population structure; (iii) Packaging: Including metal tins, plastic jars, +foam boxes, cartons, labels and premium gift boxes used in the packaging of our caviar and sturgeon +products; and (iv) Consumables: Encompassing office supplies, aquaculture tools, safety gear and other +auxiliary materials. +Feed Procurement +Feed represents the most critical procurement category for our aquaculture operations, as its +formulation, quality and delivery efficiency have a dir ect and material impact on sturgeon survival rates +and the consistency of our final products. +We adopt a structured and disciplined procurement process for feed purchases. We conduct due +diligence on feed suppliers through on-site factory ins pections, formula safety assessments and finished +product testing. We give priority to suppliers with sound credentials and good reputation, which are +approved as qualified suppliers. We then enter in to long-term cooperation agreements with them, +specifying quality requirements, f ormula standards and payment terms for feed supply. At the beginning +of each year, we carry out comprehensive evaluations and reviews of approved suppliers; during the +year, we conduct quarterly inspections; and on an ad hoc basis, we perform spot checks tied to +processing batches. This multi-level supervision m echanism ensures the stability and reliability of feed +quality. Based on the estimated feed demand for the year, we formulate an annual procurement plan and +negotiate with qualified suppliers on purchase quantitie s, unit prices, price adjustment mechanisms and +payment terms, before entering into annual feed procurement contracts. +We also carry out quarterly sampling and testin g of procured feed batches to monitor quality and +safety indicators, thereby ensuring that all aqu aculture inputs meet applicable requirements and +standards. +Sturgeon Procurement +While we rely primarily on self-operated sturgeo n aquaculture, we supplement our supply through +selective procurement of sturgeons from external sources to better meet market demand and optimize our +breeding cycle. Given the long maturation period required for sturgeon to reach processing grade and +the continued growth in market demand for caviar, we procure sturgeons that meet our requirements in +terms of quality, species and age based on our internal supply planning and annual assessments of the +BUSINESS +– 150 – + + +--- page 160 --- +sturgeon farming market. This approach enables u s to shorten the overall cultivation cycle, enhance +capacity planning and make more efficient use of aquaculture resources. During the Track Record +Period, approximately 12.8% of our sturgeons were procured externally. Based on our internal supply +planning and market research, we purchase sturg eons that meet our standards in terms of quality, +species, and age. Our external procurement covers ju venile females (typically three to four years old) as +well as mature females and certain fingerlings required for breeding base replenishment. +Each year, we conduct nationwide f ield visits to assess potential sturgeon suppliers. For those that +meet our technical and quality standards, we proceed with procurement planning subject to our annual +budget and internal approval process. We have also entered into long-term cooperation agreements with +select suppliers, under which we acquire sturgeons that reach our required maturity levels through +unified batch procurement. +We implement strict in-house standards to ensure rigorous quality control over externally sourced +sturgeons. Prior to signing any purchase contract, we conduct sampling tests to verify that the sturgeons +meet our quality requirements. Upon arrival at our aq uaculture bases, these sturgeons are placed in +isolated pools, separate from our self-bred stocks. Juvenile sturgeons aged three to four years are +typically reared for an additional year, and are onl y integrated with our in-house populations after +passing comprehensive qua lity and multiple health inspections. Mat ure sturgeons remain in segregated +holding pools until they pass inspection and are prepa red for processing. Any sturgeons that fail to meet +our standards continue to be held in isolation until further evaluation. +We primarily rely on self-breeding of sturgeons because high-quality resources are critical to +caviar yield, product quality and e conomic returns. According to CIC, we have established the world ’s +most comprehensive sturgeon resource bank, with over 100,000 broodstoc k sturgeons of multiple +species. By applying advanced hybridization and molecular genetic breeding technologies and selecting +broodstock with desirable genetic traits, we increased the average roe-bearing rate of our sturgeons to +17% in 2025, significantly above the industry av erage of approximately 10%, according to CIC. +Compared with externally sourced sturgeons, our self-bred sturgeons are subject to standardized full- +cycle farming management, inclu ding water quality control, feed ma nagement, disease prevention and +control, and aquaculture medicine management, which enables better control over fish health and +product quality. Self-breeding also allows us to bette r control production costs , as external procurement +would generally include suppliers ’ profit margins. Accordingly, we be lieve self-breeding is more cost- +effective and better supports consistent pr oduct quality than external procurement. +Packaging Procurement +To align with the export requirements and premi um market positioning of our caviar products, we +place strong emphasis on the specialization, consiste ncy, and visual design of our packaging materials. +We aim to ensure that all packaging used across our product lines not only meets food safety and +transportation requirements, but also reflects the high-end aesthetic and branding standards associated +with the Kaluga Queen (卡露伽) name. +Our Major Suppliers +In 2023, 2024 and 2025, the aggregate purchases from our top five suppliers in each year during +the Track Record Period amounted to RMB124.5 m illion, RMB179.3 million and RMB198.7 million, +respectively, which accounted for 66.6%, 61.2% and 54.0% of our total purchases for the same periods, +respectively. In 2023, 2024 and 2025, purchases from our largest supplier in each year during the Track +BUSINESS +– 151 – + + +--- page 161 --- +Record Period amounted to RMB82.5 million, RMB 98.2 million and RMB119.8 million, respectively, +which accounted for 44.1%, 33.5% and 32.6% of our total purchases for the same periods, respectively. +During the Track Record Period, our top five suppliers comprised suppliers of feeds and sturgeons. +To mitigate our supplier concentra tion, we have adopted a disciplined and diversified procurement +strategy to ensure supply stability and cost efficien cy. During the Track Record Period, all of our top +five suppliers were Chinese companies, among which our largest supplier was a major feed manufacturer +from which we sourced a significant portion of our feed due to its consistent quality, reliable delivery +capabilities and competitive pricing. This concentr ation mainly reflected the cost efficiency and +operational stability offered by large-scale suppliers in the feed industry, which is a common market +practice according to CIC. No contract farmer was involved in our five largest suppliers during the +Track Record Period. Our sturgeon suppliers were pr imarily qualified sturgeon suppliers with whom we +have established cooperation. In a ddition to our major suppliers, we have also established long-term and +stable cooperation with other feed and sturgeon suppliers through a nnual and multi-year framework +agreements. These suppliers have consistently met o ur quality and delivery requirements, providing an +alternative supply base that helps mitigate supplie r concentration risks. We also conduct periodic +supplier assessments and performance evaluations to ensure our procurement decisions remain objective +and aligned with operational needs. See ‘‘ — Our Procurement System ’’ for details. We had maintained +stable and mutually beneficial relationships with our major suppliers during the Track Record Period and +up to the Latest Practicable Date, without any material disputes or supply disruptions. We believe the +likelihood of a material adverse change or termin ation in the relationship with our major suppliers is +relatively low. Going forward, we intend to continue expanding our qualified supplier base while +deepening strategic collaboration with existing par tners to ensure steady supply, improve bargaining +power, and enhance procurement resilience. See ‘‘Risk Factors — Risks Relating to Our Business and +Industry — Any adverse change in business relationship w ith our major suppliers could materially and +adversely affect our business, financial conditio n and results of operations. Any adverse change in +business relationship with our major suppliers coul d materially and adversely affect our business, +financial condition and results of operations ’’ for details. +The following tables set out details of our five largest suppliers in each year during the Track +Record Period: +For the year ended December 31, 2023 +Supplier Background Product s Provided Credit Term +Commencement +of Business +Relationship +Purchase +Amount +(RMB ’000) +%o ft h e +Total +Purchase +Ningbo Tianbang Feed +Technology Co., Ltd. +(寧波天邦飼料科技有限 +公司) ............ +Feed production, +aquaculture feed sales +Feed 30 –90 days 2008 82,503 44.1 +S u p p l i e rE ........... P u r c h a s ea n ds a l e so f +sturgeon and trout +Sturgeon 100% in +advance +2023 13,668 7.3 +S u p p l i e rF ........... A g r i c u l t u r a ld e v e l o p m e n t , +Aquaculture, +processing and sales +Sturgeon Ten days 2021 10,524 5.6 +S u p p l i e rG ........... P r o d u c t i o n&s a l e so f +compound and +concentrated feed, pet +food +Feed 60 days 2023 9,304 5.0 +S u p p l i e rH ........... A q u a c u l t u r e ,f i s hs e e d +production +Sturgeon Three days 2023 8,511 4.6 +Total .............. 124,510 66.6 +BUSINESS +– 152 – + + +--- page 162 --- +For the year ended December 31, 2024 +Supplier Background Product s Provided Credit Term +Commencement +of Business +Relationship +Purchase +Amount +(RMB ’000) +%o ft h e +Total +Purchase +Ningbo Tianbang Feed +Technology Co., Ltd. +(寧波天邦飼料科技有限 +公司) ............ +Feed production, +aquaculture feed sales +Feed 30 –90 days 2008 98,207 33.5 +S u p p l i e rI ............ A q u a c u l t u r e ,f i s hs e e d +production +Sturgeon Three days 2024 31,619 10.8 +S u p p l i e rJ ............ F i s h( p o n d - b a s e d ) +breeding and sales +Sturgeon One year 2024 18,547 6.3 +S u p p l i e rE ........... P u r c h a s ea n ds a l e so f +sturgeon and trout +Sturgeon Three days 2023 16,660 5.7 +S u p p l i e rK ........... S t u r g e o nb r e e d i n g , +processing and sales +Sturgeon Three days 2020 14,276 4.9 +Total .............. 179,309 61.2 +For the year ended December 31, 2025 +Supplier Background Product s Provided Credit Term +Commencement +of Business +Relationship +Purchase +Amount +(RMB ’000) +%o ft h e +Total +Purchase +Ningbo Tianbang Feed +Technology Co., Ltd. +(寧波天邦飼料科技有限 +公司) ............ +Feed production, +aquaculture feed sales +Feed 30 –90 days 2008 119,811 32.6 +S u p p l i e rL ........... A q u a c u l t u r e ,f i s hs e e d +production +Sturgeon Three days 2023 33,266 9.0 +S u p p l i e rE ........... P u r c h a s ea n ds a l e so f +sturgeon and trout +Sturgeon Three days 2023 18,664 5.1 +S u p p l i e rM........... A q u a c u l t u r e ,f i s hs e e d +production +Sturgeon Three days 2025 15,980 4.3 +S u p p l i e rN ........... A q u a c u l t u r e S t u r g e o n 3 0 –90 days 2022 10,967 3.0 +Total .............. 198,688 54.0 +During the Track Record Period, we sourced sturge ons from different suppliers each year primarily +because sturgeon farming enterprises only have fish available for sale at certain stages of the growth +cycle, which is consistent with common industry prac tice, according to CIC. Given the long maturation +period of sturgeon aquaculture and the substantial feed and labor inputs required, sturgeon farming +enterprises typically sell fish at around three to four years of age to recover costs and ease cash-flow +pressure. After selling such fish, th ey generally do not have additional s turgeons available until their +next batch reaches a similar age. +As of the Latest Practicable Date, to the best of our knowledge, none of our Directors, their +associates or any other Shareholder which, to the knowledge of our Directors, owned more than 5% of +our share capital had any interest in any of our five largest suppliers. None of our five largest suppliers, +including their shareholders, directors, senior management or any of their respective associates, have any +past or present relationship (family, employment, trust, financing or otherwise) with us, our subsidiaries, +our Shareholders, Directors, senior management or any of their respective associates. +BUSINESS +– 153 – + + +--- page 163 --- +OUR SUPPLY CHAIN +We have established an integrated supply chain system covering raw material procurement, +finished product management and logistics arrangement. Through a combination of self-owned +warehousing, flexible coordination and planning-ba sed operations, we ensure the traceability, reliability +and uninterrupted supply of our caviar and sturgeon products throughout the entire supply chain. +We have developed a developed operational system and responsive mechanism for supply chain +management and plan to further enhance our invest ments in digitalization and informatization to +strengthen the foundational support for our expanding operations. +. Warehousing infrastructure: We maintain a self-owned gene ral warehouse in Quzhou, +Zhejiang, supplemented by finished goods warehouses attached to each processing base. +Common packaging materials are centrally standardized at our headquarter in collaboration +with qualified suppliers, including unifie d specifications and purchase prices. After +procurement, these materials are deliver ed to the Quzhou warehouse or the respective +warehouses of each processing base. Each processing base manages its warehouse and +inventory locally, enabling quick responses to varying market demands, particularly export +orders. +. Inventory management: We implement a dual-layer inventory control system combining +physical inventory checks with form-based management, supported by our ERP supply chain +management system. Quarterly physical counts ensure consistency between records and actual +stock. Safety inventory thresholds are set for key materials, and we maintain a dynamic +replenishment mechanism based on usage fre quency and attrition levels to avoid production +disruption. During the Track Record Period, we did not experience any significant inventory +obsolescence or material write-off of inventories. +. Logistics arrangement: Our suppliers are responsible for the transportation for the bulk raw +materials such as feed and packaging, with logistics costs factored into the purchase price +and delivery risks borne by the suppliers prior to handover. Key suppliers arrange production +and centralized delivery promptly based on our monthly usage plan, ensuring both reliability +and flexibility in the supply cycle. For finishe d products, we primarily engage third-party +cold chain logistics providers with import/expo rt qualifications to carry out international +deliveries. Our caviar products have a shelf life of up to nine months depending on the +packaging size, and our sturgeon products gen erally have a shelf life ranging from six to 24 +months, depending on the product type and processing method. To ensure that our products +are maintained in safe and appropriate condition during transportation, we follow +standardized insulation and freshness-preservation packaging requirements before dispatch +and arrange full cold-chain handling throughout the delivery process. For exported caviar, we +further adopt cold-chain air transportation to shorten transit time and ensure stable product +quality upon arrival. Logistics partners are sele cted according to order type and destination. +We are in the process of entering into long- term cooperation agreements with multiple cold +chain service providers to further enhance logistics efficiency and cost optimization while +maintaining service stability. +Leveraging our stable supplier base, well-distributed warehousing network and decentralized +operational model, our supply chain system has maintained robust performance. During the Track +Record Period and up to the Latest Practicable Date , we did not experience any material disruptions or +fulfillment failures. +BUSINESS +– 154 – + + +--- page 164 --- +OUR RESEARCH AND DEVELOPMENT +R&D Focus and Strategic Priorities +We adhere to an industry-oriented and innovatio n-driven philosophy and have established an R&D +system centered on breeding and aquaculture, supported by end-to-end intelligent management. We have +established an intelligent management system that applies IoT and big data technologies to +environmental monitoring, feed input, disease diag nosis and traceability, enabling full digitalization and +visualization of the aquaculture process. These int egrated technological capabilities have positioned us +as a benchmark for modernized, large-scale and inte lligent sturgeon aquaculture. For further details, see +‘‘ — Our Production — Aquaculture System. ’’ +Building on these core technological strengths, we also place strong emphasis on new product +development and cross-category extension, continuously exploring diversified applications of caviar. In +the food sector, we have developed a range of innovative caviar products and we incorporate caviar into +diverse consumption scenarios, extending its pres ence beyond traditional fine dining into broader +lifestyle contexts, thereby broadening market boundaries and appealing to a wider consumer base. +Beyond food, we are exploring the potential appli cations of caviar in the personal care sector, +particularly in skincare, where it may support collagen generation, anti-aging and nourishment. +Leveraging technologies such as enzyma tic ultrafiltration and supercritical CO 2 extraction, we have +initiated exploratory R&D projects on products s uch as caviar-based mask s and serums, aiming to +evaluate the broader application potential of caviar beyond the food industry. +R&D Structure and Management +We prioritize in-house R&D supplemented by collaborative R&D, with the aim of building a +technology innovation platform that integrates industry, academia and research, and advancing the +industrialization of cutting-ed ge technologies in the industry. +Our R&D department is responsible for the research initiatives In 2020, we established our +corporate research institute and as of December 31, 2025, the institute consisted of 19 full-time +researchers, and external experts, scholars, and p art-time staff from different departments, thereby +fostering an interdisciplinary and open R&D frame work. The institute comprises seven laboratories +covering genetic breeding, aquaculture, fish diseas es, new products, quality and safety, ecological +environment and smart aquaculture. We focus on germplasm innovation and smart aquaculture, with +emphasis on genetic breeding, aquaculture automation, digitalization and disease prevention. Through +our proprietary full artificial breeding technologi es, we have mastered a complete technical pathway +covering gonad maturity identification, low-temp erature broodstock conditioning, roe extraction, +hatching and post-spawning rehabilitation. These adva ncements have significan tly improved fertilization +rates, hatching rates and fry survival rates, enabling us to establish a sturgeon germplasm resource bank +and a national-level sturgeon breeding farm, thereby providing stable germplasm resources for the +sustainable production of caviar. +We actively deepen industry-academia-research cooperation with leading domestic and +international research institutions . Leveraging the platform of the Na tional Key Laboratory for Sturgeon +Genetic Improvement under the MARA, we attract top genetic breeding experts and interdisciplinary +engineers to collaborate with us on frontier areas such as genetic breeding, smart aquaculture and +digitalized farming. These partnerships integrate fundamental research with applied technologies, +promoting the industrial application of advanced scientific achievements. Through collaboration +agreements, we clearly define the ownership and p ermitted scope of use of research results, ensuring +exclusivity and effective prot ection of our core technologies. +BUSINESS +– 155 – + + +--- page 165 --- +We actively manage our R&D projects and intellectual property through a comprehensive internal +framework that covers the full lifecycle from pro ject initiation and result validation to patent +applications, record-keeping, an d confidentiality protection. We archive all research materials annually +by project in digital format under a centralized sy stem. Our research institute oversees the patent +application process and engages external patent age ncies to handle filings. The marketing department +manages our trademarks, while the research institute maintains our software copyrights and invention or +utility model patents. We assign specific personnel to coordinate all IP-related matters and engage +external advisors to support registration, maintenance, and fee administration. We require all key +technical personnel to s ign confidentiality, non-compete, an d intellectual property assignment +agreements to safeguard our core technologies and proprietary information. +We continue to increase R&D investment to ens ure the sustainability and competitiveness of our +technological innovation. In 2023, 2024 and 2025, our research and development expenses amounted to +RMB22.7 million, RMB24.2 million a nd RMB28.2 million, respectively. +SALES AND MARKETING +During the Track Record Period, the majority of our products were sold to overseas markets. +Leveraging our continuous sales and marketing efforts, our products were sold to 46 countries and +regions across Europe, America and Asia Pacific as of the Latest Practicable Date. We have established +long-term and in-depth relationships with customers including overseas caviar houses and fine food +companies. In addition to our intern ational presence, we also sell our products in China. We have built a +nationwide sales network across China, covering both offline and online channels. We also maintain +brand collaborations with and serve as the caviar supplier to leading airlines and top cruise operators. +Our extensive network enables us to effectively reach a broad customer base and adapt to varying +market demands. We are able to effectively manag e and maintain this broad network through our +profound industry expertise, skilled business development team, strong customer loyalty and proactive +global outreach. The following table sets forth the revenue breakdown by sales channel for the periods +indicated: +For the year ended December 31, +2023 2024 2025 +RMB % RMB % RMB % +(in thousands, except percentages) +Overseas sales (1) : ............. 442,596 76.7 535,964 80.1 644,497 83.8 +Third-party brand (2) . . . . . . . . . . 354,154 61.4 428,307 64.0 527,229 68.6 +Own brand (3) . . . . . . . . . . . . . . . 88,442 15.3 107,657 16.1 117,268 15.2 +Domestic sales — Own brand .... 134,645 23.3 133,329 19.9 124,509 16.2 +Offline (4) . . . . . . . . . . . . . . . . . . 124,412 21.5 123,456 18.4 113,409 14.8 +Online (5) .................. 1 0 , 2 3 3 1 . 8 9 , 8 7 3 1 . 5 1 1 , 1 0 0 1 . 4 +Total .................... 577,241 100.0 669,293 100.0 769,006 100.0 +Notes: +(1) During the Track Record Period, our overseas sales were all offline sales. +(2) Customers primarily comprise overseas caviar houses and fine food companies. +(3) Customers primarily comprise overseas caviar houses and fine food companies, and international airlines. +(4) Customers primarily comprise restaurants, hotels and supermarkets in China. +(5) Customers primarily comprise consumers purchasing our products through our self-operated stores on major e- +commerce platforms in China. +BUSINESS +– 156 – + + +--- page 166 --- +We have maintained steady growth in overseas sales to customers that market our products under +third-party brands during the Track Record Period. These customers are primarily long-established +overseas caviar houses and fine food companies with strong industry recognition and reputable track +records in overseas markets such as Europe and t he U.S. By leveraging their consumer trust and +localized operation capabilities, we are able to expand the reach of our products, strengthen our +international market presence, and accelerate penetration in key markets. +In the overseas market, our brand KALUGA QUEEN (卡露伽) has achieved strong recognition. +Since 2011, KALUGA QUEEN (卡露伽) caviar has been served in the first-class cabin of Lufthansa, and +we have maintained collaborations with other pro minent airlines including Singapore Airlines and +Cathay Pacific. In 2023, 2024 and 2025, revenue generated from sales to international airlines amounted +to RMB8.8 million, RMB11.8 million and RMB13.0 m illion, respectively, acc ounting for 1.5%, 1.8% +and 1.7% of our total revenue for the same periods, respectively. These partnerships have further +enhanced our brand visibility and reinforced our im age among high-end consumers. In addition, in the +overseas market, our branded caviar products are also sold to overseas caviar houses and fine food +companies primarily located in growing markets su ch as Southeast Asia and the Middle East, where we +have actively strengthened consumer education and brand awareness. In 2023, 2024 and 2025, revenue +generated from these customers amounted to RMB79.6 million, RMB95.8 million and RMB104.3 +million, respectively, accounting for 13.8%, 14.3% an d 13.5% of our total revenue for the same periods, +respectively. +In the domestic market, we sell our caviar products under the brand name of KALUGA QUEEN (卡 +露伽) through offline channels to restaurants, hotels and supermarkets, and through major e-commerce +platforms to consumers across China. +In the course of marketing and selling caviar p roducts in the PRC, we prominently inform +consumers of the specific sturgeon species used for the production of the relevant caviar products on +packaging and delivery note, and clearly state the authentic species origin of such products. We do not +state or imply, in any product packaging, marketing materials or through any advertising and +promotional activities, that all the caviar products sold under the KALUGA QUEEN (卡露伽)b r a n da r e +necessarily derived from Kaluga sturgeon species. We have not made any false implication or false +advertising in respect of the raw material species of the products, or otherwise engaged in any conduct +that would mislead consumers in this respect. Our PRC Legal Advisor is of the view that, during the +Track Record Period and up to the Latest Practicab le Date, the marketing and sales activities of our +Group ’s caviar products (including the caviar derived from non-kaluga sturgeons) under the KALUGA +QUEEN (卡露伽) brand in the PRC have not violated relevant laws and regulations of the PRC in any +material aspect with the following basis: (i) use of the brand ‘‘Kaluga ’’ will not mislead the customers in +the PRC since the Chinese tra nslation corresponding to ‘‘Kaluga ’’ in our Company ’s registered +trademarks is ‘‘卡露伽’’, instead of ‘‘達氏鰉’’; (ii) notwithstanding that we have prominently informed +consumers of the specific sturgeon species used for the production of the relevant caviar products on +packaging and delivery note, there is no mandatory laws and regulations in the PRC to stipulate the +specific sturgeon species of the production of the relevant caviar products on the outer packaging; and +(iii) our Group has not been subject to any administra tive penalties for violation of laws and regulations +relating to market supervision. +Similarly, when we are marketing and selling our KALUGA QUEEN (卡露伽) products outside the +PRC, we clearly indicate the specific sturgeon species used in the relevant products on its product +packaging, and in marketing materi als and advertising and promotional activities. We have not made any +false advertising in respect of the sturgeon species used in our products. Our caviar containers which +bear non-reusable labels indicating, among other things, a three-letter species code specific to different +species and the name of specific sturgeon species, a re in compliance with the lab eling requirements set +BUSINESS +– 157 – + + +--- page 167 --- +out by the CITES and the CAC Codex Standard for Sturgeon Caviar (CODEX STAN 291 ‑2010) for +species of sturgeon. The CITES and the Codex Standard for Sturgeon Caviar are adopted by major +markets including Russia and Japan. Russia and Japan were the top overseas markets for our own +branded products during the Track Record Period, while each of the remaining overseas markets for our +own branded products contributed less than 1.5% of our total revenue during each year of the Track +Record Period. Accordingly, we are of the view that our use of the KALUGA QUEEN (卡露伽)b r a n d +for products sold had not violated the relevant laws and regulations in the PRC and the overseas markets +where the product of our own brands were sold during the Track Record Period. +Having considered (i) the view of the PRC Legal Advisor; (ii) the packaging and labeling of our +Group ’s KALUGA QUEEN (卡露伽) products; (iii) the relevant laws and regulations in the PRC and the +major overseas markets where our own brands are sold, as well as the CITES requirements and the +Codex Standard for Sturgeon Caviar; and (iv) CIC ’s confirmation that it is not uncommon in the market +for caviar companies to incorporate name of a particular sturgeon species as part of their brand name +and based on the Joint Sponsors ’ own due diligence work, the Joint S ponsors are of the view that our +use of the KALUGA QUEEN (卡露伽) brand for products sold had not violated the relevant laws and +regulations in the PRC and the overseas markets whe re the product of our own brands were sold during +the Track Record Period in any material respects. +Sales and Marketing Team +As of the Latest Practicable Date, we had a sales and marketing team of 57 employees, primarily +responsible for business development, customer service and brand promotion. Our sales and marketing +personnel maintain regular communication with exis ting and prospective customers to introduce our +product offerings and development plans. They also gather customer feedback to enhance our +understanding of market needs and coordinate closely with our production and quality control teams, +contributing to high customer satisfaction. In partic ular, we have established an international sales team +with expertise in international trade, food saf ety and multilingual communications, dedicated to +maintaining consistency in our brand image across markets while facilitating e ffective localization. +Sales Channels +Overseas sales +We primarily sell our products to customers including overseas caviar houses and fine food +companies. As of December 31, 2023 and 2024, and 2025, we had 104, 108 and 129 overseas +customers, respectively. We have cultivated a loyal and stable customer base, with 70% of our overseas +customers in terms of revenue having maintained partnerships with us for over 11 years. Our long-term +partnerships with customers are built on a foundatio n of consistently high product quality, exceptional +customer service and a shared commitment to refined dining and premium lifestyles, enabling us to stay +closely aligned with evolving market preferences. Our overseas customers market our caviar products +using third-party brands or our own caviar brand KALUGA QUEEN (卡露伽), which is in line with the +industry norm in the global caviar market, according to CIC. Our branded products have increasingly +resonated with overseas consumers and the overseas sales under our own brand have achieved continued +growth during the Track Record Period. +Our sales process, which typically includes order placement, application for export documentation, +production and processing, quality insp ection and dispatch, logistics coord ination, customs declarations +and payment collection, are well-managed and fully traceable. We typically enter into framework +international sales agreements w ith our overseas customers, which set out the agreed product types, +pricing terms and estimate purchase volumes. Thereafter, the customers place monthly purchase orders +BUSINESS +– 158 – + + +--- page 168 --- +with specific transaction details based on their demand and our available supply. We primarily engage in +CIP transactions with our overseas customers, pursuant to which we are responsible for the +transportation and insurance costs , while the customers are responsi ble for customs declarations and +clearance procedures. We typically sell our caviar products to overseas customers in bulk packaging +sizes of 500g, 1.2kg and 1.8kg. The customers that market our products under third-party brands +generally repackage and relabel our caviar products in accordance with their respective brand +positioning, local consumer preferences and market strategies. The entire process from order to delivery +generally takes approximately three weeks, encom passing (i) completion of roe extraction and caviar +processing within approximately one week following order confirmation; (ii) application for the requisite +CITES permits and export documentation by us, whic h generally take two weeks, while our customers +arrange the corresponding import permits; and (iii) shipment by air freight, with delivery typically +completed within three days. For each export transaction during the Track Record Period, we had +obtained the necessary export documentation, including CITES permits, inspection and quarantine health +certificates and certificates of origin, and had comp lied with the import requirements of the destination +markets, including those relating to species permits, quarantine filings, traceability declarations and the +provision of relevant supporting documents. During the Track Record Period, we sold our products to +overseas customers directly from Chinese mainland. Such overseas sales were subject to applicable PRC +taxes, including value-added tax and income tax. See Note 11 to the Accountant ’s Report included in +Appendix I to this Prospectus for details. +We maintain a buyer-seller relationship with our overseas customers, and do not have any control +over their operations, marketing ac tivities or inventories after the pr oducts are delivered. We recognize +revenue when control of the products is transferred to customers. Our caviar products have a relatively +limited shelf life of up to nine months depending on the packaging size, and require stringent cold chain +logistics and storage conditions. We generally do no t accept product returns or exchanges, except in the +case of inconsistencies in packaging or p roduct specifications and quality defects. +The salient terms of typical framework sales agreements with our overseas customers are set forth +below: +. Duration: Agreements are usually entered into on an annual basis, and we supply products in +accordance with the agreed time of shipment. +. Principal obligations of parties: We supply products according to the agreed product types, +specifications and packaging requirements. For CIP sales, we are responsible for freight +charges and insurance coverage. +. Quantity: There is no minimum annual purchase commitment or annual sales target. The +specific quantity for each batch is determined based on individual purchase orders. +. Pricing: The framework agreements specify the unit prices for each product type and grade, +while the sales amount for each batch is deter mined based on the quantity set out in the +relevant purchase order. +. Payment and credit term: We typically require payment prior to shipment. A credit period of +up to 30 days upon receipt of the shipment is gr anted under limited circumstances to selected +customers. +. Risk transfer: For CIP sales, risk transfers to the customer upon the handover of products to +the first carrier. +. Quality warranties and assurance: We are responsible for ensuring that the products comply +with the agreed quality standards and the app licable quality control requirements of the +relevant regulatory authoritie s in the importing countries. The customer is entitled to lodge +claims on quality within a defined pe riod after customs clearance. +BUSINESS +– 159 – + + +--- page 169 --- +Domestic sales +We sell our products under the brand name of KALUGA QUEEN (卡露伽)i nC h i n a .W eh a v e +established an integrated sales network that spans both online and offline channels. We sell our products +offline to restaurants, hotels and supermarkets in China. Our offline sales network in China is +coordinated through five regional sales centers in Shanghai, Beijing, Shenzhen, Zhejiang and Chengdu. +As of December 31, 2025, we served over 2,000 restaurant and hotel customers in China, including +Michelin- and Black Pearl-rated restaurants such as Da Dong and Xin Rong Ji, and leading hotel groups +such as Shangri-La and Hyatt. +For our offline domestic sales, we typically comme nce business with a customer by entering into a +framework sales agreement or individual purchase orders. Some domestic customers maintain an +approved supplier list, and we complete the relevant onboarding procedures as required prior to +initiating sales. Upon receipt of specific purchase or ders from customers, we confirm the order internally +and arrange for the processing department to prepare the relevant products and coordinate delivery. We +generally sell our caviar products in small-size packaging ranging from 10g to 50g, tailored to the +specific needs of our domestic customers. We primarily use major cold-chain logistics service providers +to ensure product quality during transportation. We ge nerally complete repackaging and preparation of +products within two to three days, with delivery normally completed within one to two days. In key +sales regions where we have established regional sales centers, we also provide door-to-door delivery +services to better serve local customer needs. +The salient terms of typical framework sales agreements with our domestic customers are set forth +below: +. Duration: Agreements are usually entered into on an annual basis, and we supply products in +accordance with the agreed time of delivery. +. Principal obligations of parties: We supply products according to the agreed product types, +specifications, quantities and unit prices. +. Payment and credit term: Payments are typically settled on a monthly basis. +. Risk transfer: Risk transfers to the customer upon delivery of the products. +. Quality warranties and assurance: We are responsible for ensuring that the products comply +with the agreed quality standards and the appli cable quality control req uirements of the PRC. +We have established strong partnerships with ma jor e-commerce platforms in China, primarily +including Tmall and JD.com. We sell our products through self-operated flagship stores to directly +engage with end customers, offering a curated shopping experience and greater control over brand +presentation. Recognizing the growing influence of social commerce, we have strategically expanded our +presence on platforms such as Douyin, and are actively exploring new sales models, including the +operation of private domain customer channels. +Sales and Marketing Strategies +We adopt a comprehensive marketing strategy that integrates product innovation, online +engagement, offline experiences, overseas expansion and brand building, with the aim of broadening the +consumer base for caviar, promoting caviar c ulture and strengtheni ng our market position. +BUSINESS +– 160 – + + +--- page 170 --- +Building on the established association betw een caviar and premium dining, we have launched a +variety of creative caviar-based products, such as caviar ice cream, caviar mooncakes and caviar +chocolates. These offerings are designed to engage younger consumers, who increasingly view caviar as +a novel and rewarding experience and a topic for social sharing and it is gradually emerging as a +cultural icon. These innovative products expand the consumption scenarios beyond traditional fine +dining and position caviar as a symbol of refined lifestyle and quality living, thereby extending our +reach in the consumer-end market, promoting caviar culture, and strengthening our brand presence in the +minds of end consumers. We carry out content-driven promotional initiatives on leading social media +platforms to enhance consumer awareness and interaction, particularly among younger users. Our +official accounts regularly publish educational and factual content on caviar products and the creative +caviar dining concept, while consumer-generated posts about tasting experiences have further amplified +engagement. We partner with high-end supermarkets and open caviar-themed concept stores and pop-up +stores in key commercial locations in cities inc luding Beijing and Zhejiang. These stores offer +immersive tasting experiences, allowing customers to sample our products firsthand. They also serve as +direct touchpoints for consumer engagement, complementing our online efforts and enhancing word-of- +mouth promotion. In addition, we develop scenario-based experiences to expand caviar consumption +boundaries, such as caviar-themed afternoon tea co-created with renowned gourmets and wedding +banquets inspired by the auspicious meaning of caviar. +We are expanding into growing markets such as Southeast Asia to promote the development of our +brand. We have established brand partnerships in countries including Singapore, Japan, Malaysia and +Thailand. These efforts are complemented by in itiatives such as caviar masterclasses and chef +collaborations, which drive deepe r brand penetration. We are also exploring new growth opportunities +through other niche channels, such as collaboratio ns with airlines and cruise operators. We further +enhance brand visibility and customer loyalty thro ugh a broad range of marketing activities focused on +immersive experiences and co-created content. Our b rand campaigns include tasting events, co-branded +partnerships with premium restaurants, and curated experiences hosted by internationally renowned +chefs. As a result of these initiatives, our flagship brand KALUGA QUEEN (卡露伽) has received +increasing media coverage and industry awards, validating our marketing strategy and enhancing brand +reputation. See ‘‘ — Awards and Recognition ’’ for details. +Pricing +We price our products based on various factors, primarily including production costs, purchase +volume, market demand and competition. In addition, our pricing is subject to adjustments in response +to customer negotiations, evolving market conditio ns and, where applicable, fluctuations in foreign +exchange rates. The pricing mechanisms are typically set out in our agreements with customers, +providing us with the flexibility to maintain a c ompetitive pricing strategy that aligns with our +commitment to delivering high quality st andards and value to our customers. +CUSTOMERS +During the Track Record Period, our customers were primarily overseas caviar houses and fine +food companies. See ‘‘ — Sales and Marketing — Sales Channels. ’’ In 2023, 2024 and 2025, the +aggregate sales to our five largest customers in each year during the Track Record Period amounted to +RMB198.5 million, RMB236.0 million and RMB292.0 million, respectively, accounting for 34.4%, +35.3% and 38.0% of our total revenue, respectively. In 2023, 2024 and 2025, the sales to our largest +customer in each year during the Track Record Pe riod amounted to RMB54.6 million, RMB60.4 million +and RMB73.8 million, respectivel y, accounting for 9.5%, 9.0% and 9 .6% of our total revenue in each +year, respectively. +BUSINESS +– 161 – + + +--- page 171 --- +The following table sets forth details of our five largest customers in each year during the Track +Record Period: +For the year ended December 31, 2023 +Customer Background +Products +Purchased Credit Term +Commencement +of Business +Relationship +Revenue +Amount +(RMB ’000) +%o ft h e +Total +Revenue +K A V I A R IS A S.... Ac a v i a rc o m p a n yb a s e di nF r a n c e , +specializing in caviar and other +premium fish products. +Caviar 15 days 2009 54,600 9.5 +Fish House Olimp, +L L C......... +A caviar company based in Russia, +specializing in caviar and +sturgeon products. +Caviar, sturgeon +products +100% in +advance +2016 43,897 7.6 +IMPERIAL CAVIAR +G M B H ....... +A caviar company based in +Germany, specializing in caviar +and other fine food products. +Caviar 100% in +advance +2011 41,866 7.3 +WARBUCKS +SEAFOOD NY, +L L C......... +A specialty seafood company based +in the U.S., specializing in caviar +and other seafood products. +Caviar 15 days 2013 34,556 6.0 +CASPIAN +TRADITION SA . +A caviar company based in Belgium, +specializing in caviar and other +fine food products. +Caviar 15 days 2011 23,543 4.0 +Total .......... 198,462 34.4 +For the year ended December 31, 2024 +Customer Background +Products +Purchased Credit Term +Commencement +of Business +Relationship +Revenue +Amount +(RMB ’000) +%o ft h e +Total +Revenue +Fish House Olimp, +L L C......... +A caviar company based in Russia, +specializing in caviar and +sturgeon products. +Caviar, sturgeon +products +100% in +advance +2016 60,401 9.0 +K A V I A R IS A S.... Ac a v i a rc o m p a n yb a s e di nF r a n c e , +specializing in caviar and other +premium fish products. +Caviar 15 days 2009 50,238 7.6 +WARBUCKS +SEAFOOD NY, +L L C......... +A specialty seafood company based +in the U.S., specializing in caviar +and other seafood products. +Caviar 15 days 2013 43,729 6.5 +IMPERIAL CAVIAR +G M B H ....... +A caviar company based in +Germany, specializing in caviar +and other fine food products. +Caviar 100% in +advance +2011 41,358 6.2 +CASPIAN +TRADITION +S A.......... +A caviar company based in Belgium, +specializing in caviar and other +fine food products. +Caviar 15 days 2011 40,258 6.0 +Total .......... 235,984 35.3 +BUSINESS +– 162 – + + +--- page 172 --- +For the year ended December 31, 2025 +Customer Background +Products +Purchased Credit Term +Commencement +of Business +Relationship +Revenue +Amount +(RMB ’000) +%o ft h e +Total +Revenue +IMPERIAL CAVIAR +G M B H ....... +A caviar company based in +Germany, specializing in caviar +and other fine food products. +Caviar 100% in +advance +2011 73,781 9.6 +Fish House Olimp, +L L C......... +A caviar company based in Russia, +specializing in caviar and +sturgeon products. +Caviar, sturgeon +products +100% in +advance +2016 67,616 8.8 +K A V I A R IS A S.... Ac a v i a rc o m p a n yb a s e di nF r a n c e , +specializing in caviar and other +premium fish products. +Caviar 15 days 2009 55,229 7.2 +C u s t o m e rA ...... Ac a v i a rc o m p a n yb a s e di nF r a n c e , +specializing in caviar and other +fine food products. +Caviar 30 days 2007 48,511 6.3 +CASPIAN +TRADITION SA . +A caviar company based in Belgium, +specializing in caviar and other +fine food products. +Caviar 15 days 2011 46,896 6.1 +Total .......... 292,033 38.0 +As of the Latest Practicable Date, to the best of our knowledge, (i) none of our Directors, their +associates or any other Shareholder which, to the knowledge of our Directors, owned more than 5% of +our share capital had any interest in any of our top five customers; and (ii) none of our five largest +customers, including their shareholders, directors, senior management or any of their respective +associates, have any past or present relationship (fa mily, employment, trust, financing or otherwise) with +us, our subsidiaries, our Shareholders, Directors, senior management or any of their respective +associates. +Third-Party Payment Arrangements +Background and Reasons for the Arrangements +Historically, certain of our customers (individually or collectively, the ‘‘Relevant Customer(s) ’’) +settled transactions through the accounts of third partie s other than the contractua l counterparties under +the corresponding sales agreements (the ‘‘Arrangements ’’). In 2023, 2024 and 2025, the number of +Relevant Customers was 101, 157 and 135, respectively, and the aggregate amount of payment made +under the Arrangements was RMB30.4 million, RM B43.0 million and RMB24.4 million, respectively, +representing approximately 5.3%, 6.4% and 3.2% of the total revenue for the same periods, respectively. +No individual Relevant Customer had made a material contribution to our revenue during the Track +Record Period. +The Relevant Customers during the Track Record Period primarily consisted of our customers in +the form of corporate entities. During the Track Reco rd Period, the third-party payers designated by +Relevant Customers under the Arrangements primar ily consisted of the following: persons affiliated with +the Relevant Customers, such as controlling shareholders , actual controllers, relatives (of the controlling +shareholders or actual controllers ) and affiliated entities of the Releva nt Customers or, in few cases, the +BUSINESS +– 163 – + + +--- page 173 --- +downstream customers of the Relevant Customers. Our Directors have confirmed that, to the best of +their knowledge, none of the designated third-party payers of any Relevant Customer during the Track +Record Period is a connected person or an employee of our Group and such third-party payers are +independent from each of our Directors, senior management and Shareholders. +The Arrangements occurred primarily due to busin ess convenience, settlement efficiency, and/or +centralized payment arrangements. According to CIC, it is a common commercial practice in the caviar +industry to settle transactions by such Arra ngements for convenie nce and flexibility. +During the Track Record Period, (i) we had not proactively initiated any Arrangements or +participated in other forms in any of such Arrang ements; (ii) we had not provided any discount, +commission, rebate or other benefit to any of the Re levant Customers to facilitate or incentivize the +Arrangements; and (iii) the pricing and payment terms of the agreements we entered into with the +Relevant Customers were generally in line with those of the customers not involved in the +Arrangements. During the Track Record Period and up to the Latest Practicable Date, we had not +received any material claims aga inst us in relation to the Arrangements, nor had we encountered any +material refund, actual or pending dispute or disagreement due to the Arrangements. +As of the end of April 2026, we had ceased all the Arrangements and all payments made +thereunder had been fully settled. Our Directors are of the view that the cessation of the Arrangements +did not have, nor will have, any material adverse effect on the business, operations and financial results +of our Group as (i) the payments under the Arrangem ents constituted an immaterial portion of our total +revenue; (ii) substantially all the Relevant Custo mers cooperated with our rectification process, which +did not affect the payment settleme nt from the Relevant Customers to u s; (iii) our business maintained +sustained growth after the rectification of the Arra ngements in October 2025 a s we continued to receive +purchase orders from the Relevant Customers, as evidenced by the increase in the sales volume and +revenue in the fourth quarter of 2025 as compared with the third quarter of 2025; and (iv) following the +rectification of Third-party Paym ent Arrangement, our sales volume and revenue in the first quarter of +2026 recorded an increase as compared with the same period in 2025. +Implications of the Arrangements +The Arrangements, to the best of our knowledge, had been recorded completely and accurately in +our accounting books and records in all material re spects and we have in place certain measures to +manage the Arrangement as following during the Track Record Period: (i) we have conducted periodic +review over our transactions with customers to pre vent fraud or money laundering activities, based on +which we have no grounds to believe that the Rel evant Customers are involved in fraud or money +laundering, nor would we have any reason to believe that the relevant settlement involves proceeds or +gains from fraud or money laundering; (ii) we have stringent screening procedures before entering into +collaboration with our customers, including collec tion and verification of payment accounts during KYC +and subsequent updates; and (iii) the customers who made payments via the Arrangements shall submit +the payer accounts and payment information and we would check the authenticity of the information +provided to ensure the Arrangements are supported by genuine transactions; +Furthermore, during the Track Record Period and up to the Latest Practicable Date, (i) we were not +the subject of any investigations, enquiries, pena lties or surcharges as a result of our involvement in the +Arrangements, and (ii) we had not encountered any actual or pending dispute or disagreement due to the +Arrangements. In addition, based on the credit refe rence reports issued in relation to our Company, no +administrative penalties were imposed by tax man agement authorities for violation of tax laws, +regulations and rules due to the Arrangements during the Track Record Period and up to the Latest +Practicable Date. +BUSINESS +– 164 – + + +--- page 174 --- +As advised by our PRC Legal Advisor, the Arrangements are not in breach of mandatory +requirements of applicable laws or regulations in Ch ina. Our Directors confirm that, to the best of their +knowledge and based on the internal control measures implemented, (i) during the Track Record Period, +the relevant payments were based on bona fide underlying transactions and valid contracts, and (ii) the +risk of the Arrangements being deemed as constituting the crimes such as fraud or money laundering +crime is remote. Our Directors consider that the use of the Arrangements did not have any material +adverse impact on our business ope rations, taking into account th at such payments constituted an +immaterial portion of our total revenue. +Enhanced Internal Control Measures +Since October 2025, we have implemented enhanced internal control measures against re- +occurrence of and risks arising from the Arrangements, including but not limited to the following: (i) we +have established comprehensive internal guidelines, c learly stipulating the identification and approval +procedures, documentation requirements, and regular review mechanisms; (ii) we only allow payments +(a) directly from the corporate bank accounts of the customers, or (b) if not directly from the accounts +of the customers, from a designated third-party paye r that has entered into a tripartite agreement with us. +We require such customer and its designated third-p arty payer to enter into a tripartite agreement with +us, which specifies the invoicing entity, payer iden tity, account information, an d relationship between +the customer and the designated third-party payer, and must be approved by our management prior to +execution; (iii) to ensure the accuracy and completeness of our accounting books and records, we further +strengthened our KYC procedures to gain a comprehensive understanding of our customers and verify +payment details against our internal records to confirm that payments are made in accordance with +above arrangements; (iv) our finance team is required to verify the payer ’s identity and bank account +details against pre-approved documents and system records. Payments inconsistent with the relevant +agreements shall be rejected and escalated to management; and (v) we have notified the above policies +and measures to all the Relevant Customers and require new customers to comply with the same +requirements and provided internal training to ensure that our employees are fully informed and +compliant with the updated internal control policies. +We intend to continuously monitor the effectiven ess of our internal control measures to prevent +third-party payments and promptly address any identified deficiencies. Based on the review on the +implementation of internal control measures, our Directors are of the view that the above measures are +effective and adequate in preventing risks associated with the Arrangements, and our Directors will +oversee the effectiveness of the aforementioned enhanced internal control measures on the Arrangements +in the future. +SEASONALITY +Our financial condition and resu lts of operations are subject to seasonal fluctuations. The demand +for our products is affected by consumers ’ consumption patterns. The mature female sturgeon typically +spawns during the spring and autumn seasons, w ith peak in autumn. In addition, we typically have +increased sales before and during th e holiday seasons, festivals and events, such as Thanksgiving and +Christmas. As a result, we generally record higher revenue in the fourth quarter of the year. +COMPETITION +We operate in the global caviar industry. We mainly compete with caviar production companies +worldwide and in the PRC. According to CIC, the global caviar industry is characterized by high entry +barriers, including technological expertise, breeding environment, extended breeding cycles and high +capital investment thresholds, stringent product qua lity standards, regulatory c ompliance, and the need +BUSINESS +– 165 – + + +--- page 175 --- +for vertically integrated operational capabilities. In addition, we compete with other market participants +across factors such as brand rec ognition, product quality, sales ne twork and supply chain systems. +According to CIC, in 2025, there were over 500 market players in the global caviar market and the total +market share of the top five market players in term s of sales volume was 57.7%. For more information +on our industry and the competitive landscape, see ‘‘Industry Overview. ’’ +DATA SECURITY AND PRIVACY +During the ordinary course of our business, we will collect and maintain certain customer +information to the extent necessary for the sales and delivery of our products and provision of services, +primarily including customers ’ contact information, transaction records, business licenses and payment +information. The collection of such data facilitates o rder processing and other work related to the sale of +our products. +We have implemented measures to preserve the confidentiality of such information to ensure +regulatory compliance. Specifically, we employ adv anced encryption techniques for data storage and +transmission, conduct regular a udits to identify and mitigate pote ntial security vulnerabilities, and +provide comprehensive training to our employees on data privacy and security protocols. Furthermore, +we have established stringent access controls and monitoring mechanisms to prevent unauthorized data +access and ensure that data handling practices comp ly with data protection standards. During the Track +Record Period and up to the Latest Practicable Date, w e did not experience any material data leakage or +data loss or any material unauthorized use of customers ’ personal information, and our IT systems had +not experienced any material third-party intrusions, viruses and other cyberattacks, information or data +theft or other similar threats +ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS +Environmental, Social Resp onsibility and Governance +We believe that ESG factors are crucial to our long-term sustainable development. We focus on +governance, environmental protection and soci al responsibility, continuously improving our ESG +governance framework and enhancing our ESG practices, and contributing to societal well-being through +various ESG initiatives. +ESG governance +Corporate Governance Structure +Corporate governance is a core component of the ESG framework. We have established an +improved governance structure to ensure open and transparent decision-making in daily operations and +fulfill our responsibilities to shareholde rs, employees, consumers and society. +Our ESG structure operates across three layers, comprising the Board of Directors, the Office of +the Board of Directors, and the ESG Working Group. The Board of Directors, as the highest leadership +layer within our ESG governance structure, holds u ltimate responsibility for ESG matters, aligns ESG +objectives with our overall strategic direction, regula rly evaluates corporate strategy, and reviews the +risk management system to promote sustainable development in compliance with ESG requirements. The +Office of the Board of Directors, as the management coordination layer, acts as a pivotal link between +the Board of Directors and the ESG Working Group . All ESG-related matters, such as ESG risks and +opportunities, ESG topics and materiality assessment , ESG data and information, policy decisions and +annual ESG reports, are initially discussed and co nfirmed by the head of the ESG Working Group +BUSINESS +– 166 – + + +--- page 176 --- +before being submitted to the Office of the Board of Directors. The ESG Workin g Group is responsible +for assessing ESG materiality topics, collecting dat a, preparing reports, responding to rating agencies, +coordinating across departments, conducting perfo rmance evaluations, and reporting directly to the +Office of the Board of Directors. The ESG Working G roup is led by the chief financial officer, with +members including managers from our legal department, environment, health and safety (the ‘‘EHS’’) +department, human resources department, and finance department. +Materiality Topics +We recognize the strategic importance of ESG in corporate sustainable development and +systematically identify relevant topics to ensure our focus effectively supports our long-term +development. Through comprehensive analysis of industry trends, stakeholder demands and our strategic +direction, we identify key ESG topics with significa nt impacts on our operations. Our identification +process includes the evaluation on strategic significance of topics, coupled with dynamic adjustments in +response to market changes and external environment. +On that basis, our materiality topics primarily focus on the following areas: +Environmental protection Social responsibility Governance +• Waste gas and greenhouse gas +emissions +• Food safety and quality +assurance +• ESG governance +structure +• Climate change and response • Sustainable supply chain • ESG materiality topics +• Energy and water management • Sustainable R&D • Integrity building +• Waste discharge and circular +aquaculture +• Biodiversity +• Green packaging +• Animal welfare +• Rural revitalization +• Employee management and +development +• Work safety management +Integrity Building +We place a high priority on ethical governance and integrity building to ensure our compliant and +impartial operations, thereby strengthening societal trust and enhancing our corporate reputation. We +strictly follow the principle of fair competition, an d have established a series of internal documents, +including the Employee Integrity an d Self-Discipline Commitment Lette r, the Xunlong Partner Integrity +Commitment Letter, and the Anti-Commercial B ribery Agreement, to ensure the effective +implementation of integrity building. +Environmental Protection +We regard environmental protection as the cornerstone of our sustainable business development, +and are committed to building an environment frie ndly modern aquaculture sy stem. Through a naturally +superior aquaculture environment, circular economy models and various ecological protection measures, +we are dedicated to achieving harmonious coexistence between humans and nature. +Waste Gas and Greenhouse Gas Emissions +We recognize the environmental impact of waste gas and greenhouse gas emissions, and commit to +reducing our carbon footprints across operations. During the Track Record Period, our waste gas and +greenhouse gas emissions primarily originated from corporate vehicle use, direct energy consumption in +BUSINESS +– 167 – + + +--- page 177 --- +operations and purchased electricity. The following table sets forth the total waste gas and greenhouse +gas emissions and emission intensity for the periods indicated: +Emission category Key performance indicator Unit +For the year ended December 31, +2023 2024 2025 +Waste gas emissions ....... N i t r o g e nO x i d e s( N O X) kg 84.1 132.6 216.8 +Sulfur Oxides (SO X) kg 1.5 1.9 2.2 +Particulate Matter (PM) kg 6.2 9.6 15.7 +Total waste gas emissions kg 91.7 144.1 234.7 +Waste gas emission +intensity +kg/RMB100 million 15.9 21.5 30.5 +Greenhouse gas emissions . . . Direct Greenhouse Gas +Emissions (Scope 1) +ton CO +2 131.9 123.2 126.0 +Indirect Greenhouse Gas +Emissions (Scope 2) +ton CO 2 14,123.6 16,078.5 16,339.8 +Other Indirect Greenhouse +Gas Emissions (Scope 3) +ton CO 2 54.3 56.2 56.8 +Total Greenhouse Gas +Emissions +ton CO 2 14,309.9 16,257.9 16,522.6 +Greenhouse Gas Emission +Intensity +ton CO 2/RMB 2,479.0 2,429.1 2,148.6 +During the Track Record Period, our total waste gas and greenhouse gas emissions increased with +the growth of our business operations. The increase in waste gas emissions in 2025 was primarily due to +the expansion of our aquaculture activities, wh ich led to an increase in the frequency of fish +transportation. We are actively monitoring these emi ssions and are committed to implementing strategies +to optimize our operations and reduce environmental impact as part of our ongoing efforts to achieve +our ESG goals. We continuously strive to find the optimal balance between environmental protection +and production efficiency, ensuri ng our sustainable development. +Climate Change and Response +We maintain a high level of awareness regarding climate change and its potential impacts on our +future businesses. We have established a risk control working group, which conducts annual special risk +assessments across all business lines and performs monthly dynamic updates and reviews. The +assessment covers, among others, all aquaculture bases, processing bases and watershed water sources. +The assessment results show that we currently focu s on identifying risks directly caused by climate +change, including acute sudden risks and chronic gradual risks. Acute risks mainly include watershed- +wide rainstorms and flooding, typhoons, extreme su mmer heat, extreme winter cold waves, and similar +events. Chronic risks mainly include reduced water supply caused by persistent drought across the +watershed, year-on-year increases in regional av erage temperatures, and sustained water-quality +fluctuations triggered by imbalances in seasonal rainfall. Acute risks may lead to damage to aquaculture +facilities and heat stress in sturgeons, while chroni c risks may affect water quality stability and extend +the caviar production cycle. To address these risks, we have developed comprehensive site-selection +criteria for our aquaculture bases, fully taking in to account the impact of natural disasters and +effectively mitigating the risk of large-scale disas ter events. In addition, we have strengthened our +disaster resilience by reinforcing infrastructur e, adding pumping stations to ensure water supply +capacity, installing backup power systems, and sto ckpiling emergency supplie s, thereby ensuring the +continuity of our production and operations. During the Track Record Period, we did not experience any +significant climate-related impact. As global c limate change intensifies, extreme weather events, +temperature fluctuations and volatility in the availa bility of natural resources may potentially affect our +production, supply chains and markets. However, the overall impact remains controllable and will not +have a material adverse effect on our operations. +BUSINESS +– 168 – + + +--- page 178 --- +Energy and Water Resource Management +The primary resources consumed in our operations include energy (such as petrol, diesel and +electricity) and water sources. The following tables se t forth the details of our resource consumption for +the periods indicated: +Resources Key performance indicator Energy category Unit +For the year ended December 31, +2023 2024 2025 +Energy ............ P e t r o l D i r e c t L 4 8 , 193.0 44,672.7 45,242.5 +Diesel Direct L 72,918.8 106,779.7 123,366.8 +Electricity Indi rect MWh 17,553.6 19,983.2 20,308.0 +Water ............. W a t e rc o n s u m p t i o n t h o u s a n dt o n 7 4 , 250.9 99,145.9 110,986.91 +Resources Key performance indicator Unit +For the year ended December 31, +2023 2024 2025 +Energy ............... P e t r o lc o n s u m p t i o ni n t e n s i t y L / R M B 1 0 0m i l l i o n 8 , 3 4 8 . 9 6 , 674.6 5,883.2 +Diesel consumption intensity L/RMB 100 million 12,632.3 15,954.1 16,042.4 +Electricity consumpt ion intensity MWh/RMB100 million 3,041.0 2,985.7 2,640.8 +Water ................ W a t e rc o n s u m p t i o ni n t e n s i t y t housand ton/RMB100 +million +12,863.1 14,813.5 14,432.5 +With the expected expansion of our sturgeon aquaculture, we foresee an increase in overall water +consumption. The water used in our aquaculture operations is treated in an environmentally responsible +manner to ensure compliance with app licable discharge standards before being returned to the natural +water system. As such, our water usage does not result in depletion of local water resources nor generate +harmful waste. In line with our commitment to ESG goals, we have set measurable targets based on +current business conditions and requirements. Building on water consumption intensity data from 2025, +we aim to reduce water consumption intensity by approximately 8.0% by 2030. Additionally, based on +electricity consumption intensity in 2025, we pla n to reduce electricity consumption intensity by +approximately 10.0% by 2030. +Waste Discharge and Circular Aquaculture +In our daily operations, the primary waste discharge is non-hazardous solid waste, including paper +packaging materials and metal. The following tabl e sets forth details of our waste discharge for the +periods indicated: +Waste category Key performance indicator Unit +For the year ended December 31, +2023 2024 2025 +Solid waste ................ S o l i dw a s t e t o n 1 5 . 0 1 8 . 0 1 2 . 1 +Solid waste intensity ton/RMB100 million 2.6 2.7 1.6 +We establish an innovative green circular system to maximize resource efficiency in production +activities. +. Circular economy model: We have developed an innovative green circular system for a +sustainable ecological cycle. +BUSINESS +– 169 – + + +--- page 179 --- +. Efficient resource utilization: We respect the life value of each sturgeon and strive to +minimize the waste of biological resources. Sturgeon is a high-value aquatic species whose +entire body can be comprehensively utilized. A fter extracting the roes, the remaining +sturgeon is still highly utilized with little wast e. Through whole-value-chain resource +utilization and refined operations, we achieve high utilization and minimal waste, reducing +aquaculture and processing waste at the source. +. Waste discharge through technological innovation and environmentally friendly +aquaculture: To minimize waste discharge, we introduce technological innovations in the +aquaculture process. For pollutants generated during aquaculture, we adopt differentiated +treatment measures according to different farming models: Under the eco-net cage model, +pollutants are reduced through waste recycling and biological recycling; under the land-based +flow-through aquaculture model, technologies such as micro-filtration of aquaculture water +are applied to fully extract pollutants from the effluent; under the industrial recirculating +aquaculture system model, a dedicated wast ewater treatment workshop has been built, +applying biofilm treatment processes to meet the standards. +Biodiversity +We recognize the importance of biodiversity for e cosystem health and sustainable development. In +partnership with the Heilongjiang Sustainable N ature Resources Protection Foundation, we take an +active part in sturgeon restocking and release ac tivities to support the restoration of wild sturgeon +populations. The sturgeon restocking and release ac tivities contribute to optimizing the structure of +aquatic populations and fostering the long-term healthy development of ecological fisheries. +Green Packaging +We advocate for environmentally friendly and minimalist packaging concepts and utilize +biodegradable materials, including paper, cardboard, tinplate cans and eco-friendly cartons, to minimize +our environmental impacts. The primary packaging materials for our products include paper, plastics and +metal. In 2023, 2024 and 2025, the total packaging materials used in our products were 410.7 tons, +486.6 tons, and 488.6 tons, respectively. +Social Responsibility +We fulfill our social responsibilities by placing hi gh importance on food safety, maintaining a +sustainable supply chain, fostering innovation in R &D and ensuring animal welfare. We are committed +to driving community prosperity and rural revitali zation through our industrial development, thereby +injecting vitality into local econo mies and achieving organic integration of corporate growth and social +progress. Meanwhile, we focus on employee care and development, enhancing team cohesion through a +comprehensive welfare system an d career development opportunitie s. In work safety management, we +continuously optimize our work safety manageme nt system to safeguard health and safety of our +employees. +Food Safety and Quality Assurance +We have established comprehensive food safety and quality control measures across the breeding, +aquaculture, processing and sales operations and w e have implemented traceability and quality control +measures throughout the production and distribution processes, including low-temperature storage, cold- +chain logistics, microbiological monitoring, resid ue control and packaging contamination control. We +comply with the relevant laws and regulations to ensu re product quality and safety, we have established +BUSINESS +– 170 – + + +--- page 180 --- +a comprehensive quality management system in accordance with both international and domestic +standards, including the ISO 9001 Quality Ma nagement System, the ISO 22000 Food Safety +Management System, the HACCP system, and the BRC Global Standard for Food Safety. As for +breeding, our sturgeon breeding technologies include hybrid breeding and molecular genetic breeding, +which are fundamentally different from the technology for genetically-modified fish species. Pursuant to +the Certificate issued by the Chinese Academy of Fishery Sciences ( 中國水產科學研究院), we do not +engage in the breeding of genetica lly-modified varieties o f aquatic fry and fingerling or the production +of such genetically-modified fry and fingerling. We ha ve obtained multiple international certifications, +including IFS, BRC and the FOS for our caviar processing operations. The production process is strictly +operated in accordance with the HACCP management system, ensuring that our products are +manufactured under stringent international hygiene standards. Before delivery, every batch of our +products must be tested by our quality control dep artment and labeled with product qualification +certificates. Apart from caviar, our sturgeon products are primarily exported as raw materials and do not +involve deep processing. For the limited quantity of smoked sturgeon filet products, we organize +production in full compliance with laws and regulations. Thus, our sturgeon product processing poses +negligible adverse health effects and carcinogenic risks. As of the Latest Practicable Date, we had not +been subject to any material food safety relate d penalties, claims, complaints or litigation. +During the Track Record Period and up to the Latest Practicable Date, we had secured all required +export registrations and approvals for shipments to Europe, the United States, Asia, and other countries +and regions, and fulfilled all relevant requiremen ts for exporting to these regions. In addition, the +production and export of caviar are subject to the CITES. During the Track Record Period and up to the +Latest Practicable Date, we had been duly qualified and registered under the CITES Secretariat +registration applicable to sturgeon aquaculture and caviar export. +Sustainable Supply Chain +We are committed to building a sustainable, tr ansparent and efficient supply chain system, +fulfilling our social responsibility requirements in all stages from raw material purchase to final product +delivery. For the procurement of sturgeon, feeds and other materials, we have established a qualified +supplier management system. Take sturgeon procurement as an example, we implement whole-process +control with evaluation and supervision: before cooperation, we evaluate the supplier ’s farming capacity +and industry reputation; during cooperation, we continuously monitor daily management, feed selection +and drug use; at the time of procurement, we strictly implement sampling inspection and quarantine to +ensure that the purchased sturgeon meet quality and s afety standards. We have es tablished a sustainable +supply chain management system that incorporates ESG requirements into our supplier access and +assessment processes. We implement whole-chain t raceability management around key links to jointly +fulfill the requirements of ecological protection , safe production and social responsibility, ensuring a +stable and compliant supply chain. To further enhance consumer confidence, we assign a unique +traceability code to each tin of our caviar. +Sustainable Research and Development +We established our corporate research institute and developed an integrated R&D system. As of +December 31, 2025, we have undertaken 17 scientific research projects at provincial/ministerial level or +above, and formulated two national industry sta ndards. We have received multiple national-level +accolades for our technological achievements and place great emphasis on intellectual property. These +technological achievements reflect our technical strength and innovation capabilities, laying a solid +foundation for our sustained technological innovation in the future. We established China ’sf i r s tk e y +laboratory of sturgeon genetics and breeding to fost er innovation and commercialization of scientific and +technological achievements. +BUSINESS +– 171 – + + +--- page 181 --- +Animal Welfare +We have established a high-standard aquaculture industry chain and selected premium water +sources to ensure our sturgeons thrive in a natural an d superior breeding environment. To simulate their +natural habitat, we employ an eco-net cage aquaculture model that provides robust water circulation and +oxygen-rich conditions, ensuring well-being and he althy growth of sturgeons. We value the healthy +growth of each sturgeon by conducting daily monito ring of water temperature, quality and dissolved +oxygen content to maintain optimal aquaculture conditions. We adopt a low-density farming model to +maximize the growth environment and health of the sturgeon. In the eco-net cage aquaculture model, the +density is controlled at 10kg to 20kg per cubic meter and in the land-based flow-through aquaculture +model, the density is controlled at 30kg to 40kg per cubic meter. We advocate for nutritionally balanced +feed without using antibiotics a nd veterinary drugs in aquaculture. Through years of practical +experience, we have developed a comprehensive disease prevention and control scheme. +During transportation, we use dedicated sealed live-fish tank trucks equipped with constant- +temperature control, oxygenation, and water quality monitoring systems. Besides, in long-distance +transport, the truck is required to stop for rest, and the water in the tank is replaced to maintain +acceptable water quality, so as to preve nt stress or injury to the sturgeon. +Additionally, we use a humane caviar-harvesting m ethod. First, we perform ice-water anesthesia +before processing: prior to processing, the sturgeon are placed in a cold-water holding tank, and ice is +added to lower temperature to below 5°C. The ice-water anesthesia must last no less than seven hours, +allowing the sturgeon to enter an anesthetized state a nd reducing struggling and stress responses. Then, +we apply humane euthanasia: we ensure instantaneous unconsciousness with no perception of pain, +avoiding stress and enabling swift handling. Finally, we carry out rapid roe removal and full resource +utilization: the roe are removed immediately after euthanasia to shorten handling time; and 16 +processing steps are completed within 15 minutes to e nsure quality and prevent an y secondary suffering. +Rural Revitalization +Through industrial empowerment, targeted emp loyment and skill training, we actively boost the +sustainable growth of the sturgeon industry, contribu ting to the achievement of rural revitalization goals. +We have initiated and implemented the model of ‘‘three funds and three expenses ’’, and established +diversified benefit-sharing mechanisms to benefit loc al residents during industrial growth. We maintain a +strong and positive partnership with local farmers in following ways: +Targeted recruitment and job creation. We actively integrate local resources and conduct targeted +recruitment in areas where aquaculture bases are loca ted, effectively absorbing rural labor into sturgeon +farming operations. This enables nearby village rs to find employment close to home and pursue +development opportunities within their hometowns. M ore than 150 positions have been directly allocated +to local farmers, significantly increa sing their average annual income. +Cooperation with technical training and guidance. We have established long-term cooperative +relationships with local sturgeon farmers through a ‘‘Company + Base + Standardization ’’ model. By +providing centralized training on aquaculture operations, on-site technical guidance, process control +management, and unified quality standards, we have enhanced the overall tec hnological capabilities and +operational efficiency of the local sturgeon farming industry, generating significant economic and social +benefits. +BUSINESS +– 172 – + + +--- page 182 --- +Cross-provincial industrial assistance to promote common prosperity. As a key project of +Zhejiang ’s east-west poverty alleviation cooperation, we in vested in and built a provi ncial-level sturgeon +ecological industrial park in Sichuan Province, replicating the successful model of Zhejiang ’ss t u r g e o n +industry development in Sichuan to drive local economic growth and increase farmers ’ income. +Employee Management and Development +We safeguard employees ’ rights and interests by strictly adheri ng to relevant laws and regulations, +ensuring that the fundamental rights of every employee are respected and protected. We commit to +creating a supportive and dynamic working environment. We provide complimentary meals and +accommodation to meet our employees ’ basic living needs, so that they can focus on their work and +professional growth. Additionally, we arrange reg ular free physical examinations to safeguard +employees ’ physical well-being. During festivals and holidays, we offer comprehensive staff benefits, +including festival gifts and childcare support during summer and winter vacations, with a view to +enhance their sense of belonging and job satisfaction. We offer robust benefits that include a +competitive compensation system, ge nerous leave policies, health insu rance and mental health support to +address employees ’ physical and psychological needs. In career development, we establish clear career +development pathways for employees, encompassing multi-level training programmes, encouraging +continuous learning and advancement. +In addition, to ensure that all employees enjoy equal rights throughout the entire employment +process and to eliminate any form of discrimina tion, we strictly comply with relevant laws and +regulations and, in alignment w ith its operational and management practices, have formulated and +implemented a series of equal employment measures. These measures comprehensively cover key +aspects including employee promotion, transfer, training, career development, and termination, as +including: (i) all positions open for promotion have clearly defined qualification requirements and +selection procedures and a review committee, led b y the Deputy General Manager, is established to +conduct a fair evaluation, with final decisions subject to discussion and voting by our Group; (ii) we +follow the principles of equality and voluntariness, suitability to individual circumstances, and mutual +selection and both employee-initiated applications an d company-arranged transf ers are subject to fair +review; (iii) we have established a comprehensive t raining system for all employees and training +programs are free from discriminatory thresholds based on gender, age, or other factors, and training +opportunities are allocated fairly; (iv) we have est ablished multiple career development pathways, +including management, sales, and technical tracks and corresponding job grade and compensation +systems are formulated based on the actual conditio ns of each business line; and (v) we strictly comply +with applicable laws and regulations in terms o f the termination process For employees whose +capabilities do not align with their current roles, in ternal reassignment is considered as a priority to +safeguard their rights and interests. +Work Safety Management +We consistently prioritize the safety and h ealth of our employees. We have established +comprehensive work safety standards covering equipment safety and operational procedures. By +conducting regular equipment inspections, enhancing safety protections, and developing emergency +response plans, we work to reduce the risk of accidents. We have set up a dedicated work safety +management team to hold regular safety meetings and carry out thorough inspections across all our +bases. We develop strict safety measures and inspection systems to ensure safety throughout the +production process. Moreover, we monitor our work ing environment closely to align with national +health standards, prevent occupational diseases, and enable employees to work in an optimal state of +health. +BUSINESS +– 173 – + + +--- page 183 --- +INTELLECTUAL PROPERTY +Since our inception, we have internally developed a variety of intellectual property rights. As of +the Latest Practicable Date, we maintained intellect ual property rights, including 72 issued patents, 203 +trademarks, 13 copyrights and six domain names in China. See ‘‘Appendix IV — Statutory and General +Information — 2. Further Information About Our Business — B. Our Material Intellectual Property +Rights ’’ for details. +We have implemented guidelines on the managemen t of the intellectual property rights, which +clearly define the scope of our intellectual property, the selection and management of professional +agencies, the application procedures for intellect ual property, the responsibilities and workflows of the +intellectual property management department, archival management, usage and maintenance policies, and +risk monitoring measures. Our inte llectual property protection mecha nism comprehensively covers key +production and packaging processes. Furthermore, we conduct intellectual property protection training +for employees and supervise the execution of our management system through regular and ad hoc +inspections, ensuring its effective operation. We safeguard proprietary non-patented technologies, know- +how and other trade secrets through strict internal management policies and co mmercial confidentiality +protection mechanisms. During the Track Record Pe riod and up to the Latest Practicable Date, we had +not been involved in any claims or any threatened or pending disputes relating to infringement of +intellectual property rights which would have a m aterial adverse effect on our business. See ‘‘Risk +Factors — Risks Relating to Our Business and Industry — We may not be able to adequately protect +our intellectual property rights and technologies, which could adversely affect our business. ’’ +INSURANCE +Pursuant to PRC regulations, we provide social insurance including pension insurance, +unemployment insurance, work-related injury insurance, maternity insurance and medical insurance for +our employees based in China. In addition, we are covered by employer ’s liability insurance. We also +maintain insurance coverage for our biological a ssets. We believe our existing insurance coverage is +adequate for our existing operations and is in line w ith industry practices in China. Nevertheless, we +may be exposed to claims and liabilities which exc eed our insurance coverage. Please refer to the +section headed ‘‘Risk Factors — Risks Relating to Our Business and Industry — Our insurance coverage +may not be sufficient to cover all of our potential losses ’’ for further details. During the Track Record +Period and up to the Latest Practicable Date, we had not made, neither had we been the subject of, any +insurance claims which are of a material nature to us. +BUSINESS +– 174 – + + +--- page 184 --- +EMPLOYEES +As of the Latest Practicable Date, we had 479 fu ll-time employees, all of whom were based in +China. The following table sets forth a breakdown of our employees by function as of the Latest +Practicable Date: +Function +Number of +Employees % of Total +P r o d u c t i o n .................................. 3 0 8 6 4 . 4 +R & D ...................................... 3 7 7 . 7 +S a l e sa n dm a r k e t i n g............................ 5 7 1 1 . 9 +G e n e r a la d m i n i s t r a t i o n .......................... 6 0 1 2 . 5 +F i n a n c e .................................... 1 7 3 . 5 +Total ...................................... 479 100.0 +We generally recruit our employees based on a number of factors, including work experience, +educational background and our position require ments. We recruit primarily through on-campus +recruiting programs, job fairs, job postings and inte rnal referrals. We place great emphasis on talent +development and retention. New emp loyees undergo induction trainin g to familiarize with our corporate +culture, workplace safety standards, product know ledge, quality control pro cedures, staff conduct +policies, and relevant laws and regulations. We also provide targeted training in areas such as sales, +supply chain, and functional operatio ns to ensure employees acquire the skills essential for professional +growth. +As required by PRC laws and regulations, we participate in various employee social security +schemes organized by municipal and provincial governments, including pension, maternity insurance, +unemployment insurance, work-related injury insurance, health insurance and housing provident fund. +We are required under PRC laws and regulations to make contributions to employee social security +schemes at specified percentages of the salaries, bonuses and certain allowances of our employees, up to +a maximum amount specified by the local governme nt from time to time. We believe that we maintain a +good working relationship with our employees and have established labor unions to protect the +legitimate rights and interests of our employees. During the Track Record Period and up to the Latest +Practicable Date, we had not experienced any signifi cant labor disputes or any difficulty in recruiting +staff for our operations. +PROPERTIES +Our primary processing base is located in Quzhou, Zhejiang Province, China. As of the Latest +Practicable Date, our owned properties, including land, buildings, and projects under construction, were +mainly used as our production bases, offices and warehouses. As of the same date, our leased properties +were primarily used as aquaculture bases, offices and dormitories, with relevant lease agreements expire +between 2026 to 2044. +As of December 31, 2025, none of the properties held or leased by us had a carrying amount of +15% or more of our consolidated total assets. Accord ing to section 6(2) of the Companies (Exemption of +Companies and Prospectuses from Compliance with Pr ovisions) Notice, this document is exempt from +the requirements of section 342(1)(b) of the Companies (Winding up and Miscellaneous Provisions) +Ordinance to include all interests in land or buildings in a valuation report as described under paragraph +34(2) of the Third Schedule to the Companies (Winding up and Miscellaneous Provisions) Ordinance. +BUSINESS +– 175 – + + +--- page 185 --- +Leased Properties with Title Defects +Certain of the properties leased by us have title de fects. As of the Latest Practicable Date, the +ownership certificates or the written consents of joint owners of four leased properties having an +aggregate gross floor area of approximately 675.7 sq.m. had not been provided to us by the relevant +lessors. Therefore, such lessors may not be entitled t o lease the relevant prope rties to us. These leased +properties were primarily used as offices and dormitories. +As advised by our PRC Legal Advisor, we are unable to ascertain whether the lessors have the +legal right or requisite authority to lease such prope rties to us, whether such properties are subject to +mortgages or third-party rights, or whether such l eases are subject to challenge by third parties, and our +use of the leased properties with title defe cts may be affected by third parties ’ claims or challenges +against the lease. Also, the relevant lease agreements may be deemed invalid, and we may be required to +vacate from such properties. Our leases for the leas ed properties with title defects were not challenged +by third parties or relevant authorities that had re sulted or involved us as the defendant in disputes, +lawsuits or claims in connection with the rights to l ease and use such properties occupied by us during +the Track Record Period and up to the Latest Practic able Date. Upon expiry of these lease agreements, +we will assess the legal risk when renewing the relevant lease agreements. +If we are not able to continue to use such leased properties due to such title defects, we expect to +be able to identify alternative places for relocation i n a timely manner without incurring material related +loss due to the limited number of leased properties w ith title defects, which will not cause a material +interruption to our operations. Our Directors belie ve that these title defects w ould not, individually or in +the aggregate, cause a material adverse effect on our business, operations and financial results. For risks +relating to our leased properties, see ‘‘Risk Factors — Risks Relating to Our Business and Industry — +Our legal right to certain leased properties may be challenged. ’’ +Lease Registration +As of the Latest Practicable Date, ten lease agr eements had not been registered and filed with the +relevant land and real estate administration burea us in the PRC because the relevant lessors failed to +provide necessary documents for us to register the leases with the local government authorities. +According to applicable PRC adminis trative regulations, the lessor a nd the lessee to a lease agreement +are required to file the lease agreement with rele vant government authorities within 30 days after the +execution of the lease agreement. As advised by our PRC Legal Advisor, the absence of registration will +not affect the validity of the lease agreements or result in us being required to vacate the leased +properties, but we may be subject to a fine of RMB1,000 to RMB10,000 for each lease agreement that is +not registered and filed. +To strengthen our internal controls, we have implemented the following measures: (i) our legal and +compliance teams will continue to verify key legal documents, including property ownership certificates, +during the lease negotiation proces s; (ii) we will conduct internal legal reviews of lease agreements +before execution to confirm compliance with app licable laws and regulations; and (iii) we will +proactively communicate with lessors and local author ities to facilitate lease registration and monitor the +status of required filings. +LEGAL PROCEEDINGS AND COMPLIANCE +We may from time to time be subject to various legal or administrative claims and proceedings +arising in the ordinary course of business. During the Track Record Period and up to the Latest +Practicable Date, we were not subject to any claims, damages, losses litigations, arbitrations or legal or +BUSINESS +– 176 – + + +--- page 186 --- +administrative proceedings which would have a material adverse effect on our financial position or +results of operations as whole. During the Track Reco rd Period and up to the Latest Practicable Date, no +material litigation, arbitration or administrativ e proceedings had been t hreatened against us. +During the Track Record Period and up to the Latest Practicable Date, we had complied with all +relevant laws and regulations applicable to us in al l material respects concerning our operations. These +include the regulations governing sturgeon aqu aculture and caviar production, such as wildlife +protection, animal epidemic prevention, aquaculture biosecurity, fisheries and water regulations, +environmental protection, food safety, import a nd export controls, and pro duct quality and labeling +standards. See ‘‘Regulatory Overview. ’’ +During the Track Record Period, our aquacultu re bases, processing facilities and principal +operations were located in the PRC and were primaril y subject to the PRC regulatory regime governing +sturgeon breeding and farming, harvesting, extracting and processing of caviar, food production and +safety, food operation, export of sturgeon products, and health and environmental matters. As advised by +the PRC Legal Advisor, during the Track Record P eriod and up the Latest Practicable Date, we had +obtained the material licenses and permits required for sturgeon breeding and aquaculture operations, +and production and sales of caviar and sturgeon products. See ‘‘ — Licenses, Permits and Certificates. ’’ +In respect of our export business, our overseas sales were conducted through direct export +transactions with overseas c ustomers pursuant to international sal es agreements during the Track Record +Period. We primarily conduct overseas sales on CIP terms. Pursuant to the relevant sales arrangements, +ownership of, and risk of loss of or damage to, the products are transferred to the overseas customers +upon delivery of the products to the first carrier. Our overseas customers are responsible for obtaining +the import permits and licenses in their respective des tination countries, and for handling the applicable +customs clearance procedures and payment of customs duties. As advised by the PRC Legal Advisor, +during the Track Record Period and up to the Latest Practicable Date, we had obtained material export +qualifications required under applicable PRC laws and regulations. During the same period, we had +obtained material export permits and certificates for the export of caviar and sturgeon products in +accordance with the CITES. +According to CIC, the industry standards and reg ulatory frameworks applicable to the global and +China caviar industry primarily in clude HACCP, Codex Alimentarius CXS 291-2010 (as amended), +CITES, IFS, BRC Global Standard for Food Safety, FOS (Friend of the Sea) and the national caviar +processing standard promulgated by MARA. These standards generally cover food safety management, +hygiene and quality control, pro duct composition, labeling, specie s identification, traceability, +certification, sustainable aquacu lture and the international trade of caviar and sturgeon products. They +provide the principal industry benchmarks for cavia r production, processing, la beling, certification and +export compliance in the global and China caviar industry. During the Track Record Period and up to +the Latest Practicable Date, we had obtained internationally recognized certifications relating to food +safety, quality management and sustainable seafoo d practices, including HACCP, ISO 9001, ISO 22000, +IFS, BRC and FOS certifications. +During the Track Record Period and up to the Latest Practicable Date, we did not violate the +applicable laws, regulations, guidelines and industry standards in the PRC and relevant overseas markets +to which our products were exported relating to sturg eon breeding and aquaculture, caviar harvesting, +extraction and processing, food safety, environmental protection, and the domestic and overseas sale of +caviar and sturgeon products in any material respect. During the same period, we had not been subject +to any administrative penalties in relation to t he foregoing matters, nor had we been involved in any +material proceedings, claims or complaints concern ing food safety, public health or product quality, and +we had not experienced any material refusal of import clearance in respect of our exported products. +BUSINESS +– 177 – + + +--- page 187 --- +LICENSES, PERMITS AND CERTIFICATES +We are required to maintain various licenses, permits and certificates to operate our business. The +following table sets forth a list of material licenses, permits and certificates held by us as of the Latest +Practicable Date. +License/permit/certificate Number Grant date and expiry date +The permit for artificial breeding of aquatic wild +animals ( 水生野生動物人工繁育許可證) ........ +14 January 19, 2023 to March 16, 2031 +The license for the operation and utilization of aquatic +wild animals ( 水生野生動物經營利用許可證)..... +14 January 19, 2023 to March 16, 2031 +Zhejiang province aquatic fry production license +(浙江省水產苗種生產許可證)................ +2 November 30, 2025 to December 4, +2028 +Water taking permit ( 取水許可證) .............. 8 N o v e m b e r9 ,2 0 2 1t oM a y1 9 ,2 0 3 1 +Food production license ( 食品生產許可證) ........ 3 M a y9 ,2 0 2 2t oA p r i l2 7 ,2 0 3 1 +Food operation license/filing +(食品經營許可證/備案) .................... +14 August 6, 2021 to long-term +Record ‑filing of export food production enterprises +(出口食品生產企業備案證明)................ +3 December 11, 2019 to December 31, +2099 +Record-filing of consignors and consignees of imported +and exported goods ( 進出口貨物收發貨人備案). . . +7 July 12, 2011 to December 31, 2099 +In addition, we are required to obtain water taki ng permits for our aquacu lture bases that involve +the use of water resources. We did not obtain the water taking permit for our newly constructed +aquaculture facilities in Hubei (the ‘‘Hubei Facilities ’’) in a timely manner, mainly due to the time +required by the relevant government authorities to pro cess such applications. As of the Latest Practicable +Date, we were in the process of applying for the water taking permit for our Hubei Facilities and we +expect to obtain the water taking permit in the fir st half of 2027. According to the written confirmation +we obtained from the competent local authority re sponsible for water resources supervision (the +‘‘Relevant Authority ’’), (i) the application of such water taki ng permit is currently in progress; (ii) +there is no impediment for us to obtain the water taking permit; (iii) we are able to withdraw water and +conduct business operations at the Hubei Facilities under the cur rent conditions; and (iv) no +investigation, administrative pen alty, or other administrative measures has been, or is expected to be, +initiated against our Company or any responsible per sonnel as a result of the absence of the water taking +permit for the Hubei Facilities. During the Track Reco rd Period and up to the Latest Practicable Date, +we were not subject to any administrative penalties o r investigations due to the absence of such water +taking permit. Additionally, according to the deskt op search conducted by our PRC Legal Advisor on +relevant official and public databa ses, no records of administrative penalties related to the lack of the +water taking permit were found during the Track Reco rd Period and up to the Latest Practicable Date. +Based on the foregoing, our PRC Legal Advisor is of the view that the risk of us being subject to any +material administrative penalties or investigations by the Relevant Authority for the absence of such +permit is low. As advised by our PRC Legal Advisor, the legal consequence for the absence of a water +taking permit includes a regulatory order to ceas e the alleged violations and take remedial measures +within a prescribed period and we may be sub ject to a fine of RMB20,000 to RMB100,000. +BUSINESS +– 178 – + + +--- page 188 --- +Given that the revenue generated from Hubei Fac ilities during the Track Record Period accounted +for an immaterial portion of our total revenue, we a re of the view that the absence of the water taking +permit for our Hubei Facilities would not have any material and adverse effect on our business +operations. As of the Latest Practicable Date, save as disclosed above, we had obtained all requisite +water taking permits for our business operati ons and all such permits had been duly renewed. +We have designated personnel responsible for overseeing the compliance with relevant laws and +regulations on licenses, permits and certificates in or der to ensure that we have all such licenses, permits +and certificates as are necessary to operate our business. In particular, we have adopted and will +continue to adopt the following internal control measures: (i) assign dedicated employees to proactively +oversee and monitor the status of our licenses, permits and certificates, and to verify the scope of +granted licenses; (ii) develop clear guidelines outlining the steps and requirements for obtaining licenses, +permits and certificates and provide training session s to employees involved; a nd (iii) conduct periodic +internal audits to ensure that all licenses, permits and certificates are not expired and that the processes +for obtaining them are being followed correctly. +As advised by our PRC Legal Advisor, during the Track Record Period and up to the Latest +Practicable Date, except as disclosed above, we h ad obtained all requisite licenses, permits and +certificates that are material for our business ope rations in the PRC, and such licenses, permits and +certificates are valid and subsisting. We had not experienced any material difficulty in renewing such +licenses, permits and certificates during the Track Record Period and up to the Latest Practicable Date, +and we currently do not expect to have any material d ifficulty in renewing them when they expire, if +applicable. +IMPACTS OF RECENT U.S. TARIFF POLICIES +Recently, the U.S. government has implemented a series of tariff measures and trade policies, +affecting various jurisdictions and industries. On February 4, 2025, a 10% baseline tariff was imposed +on all imports originating from Chinese mainland and Hong Kong under the International Emergency +Economic Powers Act (the ‘‘IEEPA ’’) authority, which was subsequently increased to 20% on March 4, +2025 ( ‘‘IEEPA Fentanyl Tariffs ’’). In April 2025, the U.S. government announced new reciprocal +tariffs under the IEEPA authority on imports from countries with which the U.S. recorded significant +trade deficits ( ‘‘IEEPA Reciprocal Tariffs ’’). Pursuant to a bilateral arrangement between the U.S. and +China dated May 12, 2025, the IEEPA Reciprocal Tariff rate for imports from Chinese mainland, Hong +Kong and Macau was reduced to 10% for 90 days. On November 4, 2025, the U.S. government, +pursuant to a bilateral arrangement between the U.S. and China, agreed to maintain the IEEPA +Reciprocal Tariff rate at 10% and reduced the IEEPA Fentanyl Tariffs from 20% to 10%. On February +20, 2026, all IEEPA tariffs were terminated in accordance with the relevant U.S. Supreme Court +opinion. Instead, a 10% tariff on practically all m erchandise imported into the U.S. was imposed under +section 122 of the Trade Act of 1974. These tariffs took effect on February 24, 2026, and will remain in +place for 150 days until July 24, 2026, unless extende d. These tariff measures i n 2025 are in addition to +the existing tariffs on Chinese- origin goods implemented under the Section 301 of the Trade Act of +1974. In March 2026, the United States Trade Representative announced the initiation of Section 301 +investigations against numerous U.S. trading partners, including China, concerning industrial +overcapacity and underenforcemen t of labor standards. Such investigations may result in the imposition +of tariffs or other measures. As of the Latest Prac ticable Date, entries of our caviar products into the +U.S. are subject to most-favored-nation (MFN) tarif fs of 15%, Section 301 tariffs of 25%, and Section +122 tariffs of 10% for a total of 50%, while entries of our sturgeon meat products are subject to MFN +tariffs of 0%, Section 301 tariffs of 25%, and Section 122 tariffs of 10% for a total of 35%. Such tariffs +are entirely borne by the importer of record. +BUSINESS +– 179 – + + +--- page 189 --- +Substantially all of our U.S.-bound sales of products produced and packaged in China are +conducted under CIP terms, pursuant to which we are not the importer of record and are not responsible +for payment of tariffs. Given our industry leading p osition, our U.S. customers had limited number of +comparable suppliers of caviar products which can guarantee stable supply of large-volume and high- +quality caviar products. Therefo re, we had not experienced and do no t expect any short-term decline in +demand for our caviar products from the U.S. customers. Our revenue from the U.S. increased in 2025 +as compared to 2024. As of the Latest Practicable Date, we had not received any order cancellations or +requests to suspend delivery of our products due to th e U.S. tariffs. Our Directors are of the view that +the recent U.S. tariff policies would not have any material adverse effect on our operations and financial +performance. As of the Latest Practicable Date, we did not face any material trade restrictions imposed +by other overseas countries. +We will continue to closely monitor developmen ts in tariff policies and international trade +regulations and conduct regular consultations with professional advisors to assess the potential +implications on our operations, cost structure and customer relationships. We also conduct periodic +reviews of our supply chain and logi stics arrangements to identify pot ential risk exposure. In addition, +we are proactively expanding our global footprint to s trengthen our resilience against potential future +risks. See ‘‘Risk Factors — Risks Relating to Our Industry and Business — Changes in the international +trade environment and trade protection measures m ay affect our business and financial condition. ’’ +RISK MANAGEMENT AND INTERNAL CONTROL +We have established risk management and internal control systems tailored to our business needs, +incorporating policies and procedures aimed at e nsuring legal compliance, intellectual property +protection, information technology security, human resource management, financial reporting accuracy, +and overall internal governance. These systems are subject to ongoing refinement to align with our +operational demands. Our Directors oversee the establishment and the periodic review of these systems, +while our senior management monitors their effective d aily execution across subsidiaries and functional +departments. The head of each functional department, business unit and subsidiary are responsible for +the related risk control in their responsible segments. To monitor the continuous implementation of risk +management and internal control after the Listing, we have adopted or will continue to adopt, among +other things, risk management measures includi ng (i) established an Audit Committee to review and +supervise our financial reporting a nd internal control system. See ‘‘Directors and Senior Management ’’; +(ii) adopt various policies to ensure compliance w ith the Listing Rules, including but not limited to +aspects related to risk management, connected trans actions and information disclosure; (iii) provide anti- +corruption and anti-bribery compliance training periodically to our senior management and employees, +and include relevant policies against non-compliance in employee handbooks; and (iv) arrange our +Directors and senior management to attend training seminars on Listing Rules requirements and the +responsibilities as directors of a Hong Kong-listed c ompany. To ensure the above compliance culture is +embedded into everyday workflow and set the expectations for individual behavior across the +organization, we will regularly conduct internal comp liance checks, adopt stric t accountability internally +and conduct compliance training. +BUSINESS +– 180 – + + +--- page 190 --- +Legal and Compliance Risk Management +To manage compliance and legal risks, we adopted internal procedures, ensuring our operations +align with applicable laws and regulations. Our in-house legal team reviews and updates the form of +contracts we enter with clients, suppliers, and business partners. Our in-house legal team ’s +responsibilities encompass legal assistance for major pr ojects, disputes resolution, intellectual property +protection, corporate governance compliance, overseas regulatory landscape navigation, and support for +subsidiaries ’ compliance. In addition, our legal team is responsible for obtaining and maintaining the +requisite administrative certificates and approvals for our business operation. We also continuously +improve our internal policies according to changes in laws, regulations, and industry standards, and +update internal template s for legal documents. +Financial Reporting Risk Management +We have in place a set of accounting policies in c onnection with our financial reporting risk +management, such as financial report management policies, expenses management policies and treasury +management policies. We have various procedures in place to implement accounting policies, and our +finance management department reviews our management accounts based on such procedures. We also +provide regular training to our finance department staff to ensure that they understand financial +management and accounting policies and implement them in our daily operations. +Human Resource Management +We have established human resources policies covering recruitment, training, work ethics and legal +compliance. We have in place employee handbooks and codes of conduct which set out internal rules +and standards regarding work ethics, fraud prevention mechanisms, negligence, anti-bribery and anti- +corruption. We also have in place anti-corruption po licies to safeguard against any corruption activities. +Under our firm-wide whistle-blowing policy, we make our internal reporting channel open and available +for our employees to report any non-compliance incidents and acts. Reported incidents and persons will +be investigated and appropriate measures will be ta ken in response to the findings. During the Track +R e c o r dP e r i o da n du pt ot h eL a t est Practicable Date, we were not aware of any non-compliance with +relevant laws and regulations that have a significan t impact on us relating to corruption and bribery. We +monitor the implementation of internal risk managem ent policies on a regular basis to identify, manage +and mitigate internal risks in relation to the pote ntial non-compliance with our code of conduct, work +ethics, and violations of our internal polic ies or illegal acts at all levels of our Group. +BUSINESS +– 181 – + + +--- page 191 --- +AWARDS AND RECOGNITION +The table below sets forth a summary of the major awards and recognition we received during the +Track Record Period. +Awards or Recognition Year Granted Granting Authority +National Demonstration Base for Green and Healthy +Aquaculture +(國家級水產健康養殖和生態養殖示範區)........... +2024 The MARA +National Key Leading Enterprise in Agricultural +Industrialization +(農業產業化國家重點龍頭企業) ................. +2023 The MARA, the NDRC, the +MOFCOM, the PBOC, the CSRC +and All-China Federation of +Supply and Marketing Cooperatives +The MARA Key Enterprise Laboratory — Key Laboratory +for Sturgeon Genetic Breeding ( 農業農村部企業重點 +實驗室 — 鱘魚遺傳育種重點實驗室) ............. +2023 The MARA +Zhejiang Provincial Key Agric ultural Enterprise Research +Institute ( 浙江省重點農業企業研究院)............. +2023 Zhejiang Provincial Department of +Science and Technology +THE BEST BANG — Influential Caviar Brand +(THE BEST BANG 年度影響力魚子醬 +品牌) ......... +2023 to +2024 +BANG! +Voyage Awards — Selected Caviar Brand of the Year +(Voyage Awards 年度精選魚子醬品牌) ............ +2024 Voyage Travel +Annual New Consumption Award — Most Valuable Caviar +Brand of the Year +(年度新消費大獎 — 年度最具價值魚子醬品牌) ....... +2023 TimeOut China +BUSINESS +– 182 – + + +--- page 192 --- +OUR SINGLE LARGEST SHAREHOLDERS +Immediately before completion of the Global Offering, Mr. Wang controlled the voting rights of +approximately 34.64% of the issued share capital of our Company, comprising (a) 6.36% held directly +by Mr. Wang; and (b) 28.28% held indirectly through Chunan Kalujiaren, Hangzhou Kalujiaren and +Hangzhou Xunlongren (the ‘‘Controlled Entities ’’): +(i) Chunan Kalujiaren, being a company held by Mr. Wang as to approximately 42.80%, which +in turn holds approximately 21.14% of the total issued share capital of our Company; +(ii) Hangzhou Kalujiaren, being a limited partner ship in which Mr. Wang acts as the sole general +partner, which in turn holds approximately 4.64% of the total issued share capital of our +Company; and +(iii) Hangzhou Xunlongren, being a limited par tnership in which Mr. Wang acts as the sole +general partner, which in turn holds approximately 2.50% of the total issued share capital of +our Company. +In addition to Mr. Wang ’s ability to control the Controlled Entities as mentioned above, Mr. Wang +has entered into Concert Party Arra ngements with the Controlled Entitie s to exercise voting rights in the +Company through the Controlled Entities. See ‘‘History, Development and Corporate Structure — +Concert Party Arrangements ’’ for details. +Immediately following the completion of the Globa l Offering (assuming the Over-allotment Option +is not exercised), Mr. Wang, di rectly and indirectly through C ontrolled Entities will control +approximately 29.44% of the voting rights in our Company. Accordingly, Mr. Wang and Controlled +Entities together will constitute as a group of our Sin gle Largest Shareholders after the Listing. +INTERESTS OF OUR SINGLE LARGEST S HAREHOLDERS IN OTHER BUSINESSES +Each of our Single Largest Shareholders confirms that he/it does not have any interest in a +business, apart from the business of our Group, which competes or is likely to compete, directly or +indirectly, with our businesses, which would require disclosure under Rule 8.10 of the Listing Rules. +INDEPENDENCE FROM OUR SINGLE LARGEST SHAREHOLDERS +Our Directors consider that we are capable ca rrying out our business independently from our +Single Largest Shareholders and th eir respective close associates after the Listing, taking into account +the following factors: +Management Independence +Our business has been managed and conducted by our Board and senior management. Our Board +comprises four executive Directors, two non-executive Directors and three independent non-executive +Directors, and we also have six senior management members (of which three are executive Directors). +Each of our Directors and senior management possesses relevant management, financial or industry- +related experience to contribute to the managemen t of our business. For further information on the +qualifications and experience of our Directors and senior management, see ‘‘Directors and Senior +Management ’’ in this Prospectus. +RELATIONSHIP WITH OUR SINGLE LARGEST SHAREHOLDERS +– 183 – + + +--- page 193 --- +Our Directors consider that we are able to carry on our business independently from our Single +Largest Shareholders from a management perspective for the following reasons: +. each of our Directors is aware of his/her fiduciary duties as a Director which require, among +others, that he/she must act for the benefit of and in the best interests of our Company and +not allow any conflict between his/her duties a s a Director and his/her personal interests; +. three out of our nine Directors are independent non-executive Directors who have extensive +experience in different professions. They have been providing independent oversight and will +continue to independently monitor the formulation and implementation of major decisions of +our Group based on their skills and qualifica tion and related professional experience. +Members of the senior management of our Company (other than Mr. Wang) have been with +our Group in management capacity for a number of years, and therefore, have substantial +working experience in the industry we are e ngaged in, and their familiarity with our Group ’s +business and with the competitive landscape we are in will therefore enable them to make +business decisions that are in the best interests of our Group; +. we have established clear reporting lines among the management team of our Company and +between our management team and the Board, a nd our management team ultimately reports +to the executive Directors, who are responsib le for reporting to the Board. The Board +supervises and monitors the performance of our Company ’s management team generally +through receiving regular reports from our executive Directors, attending regular meetings +and other ad hoc meetings of our Board to consider, deliberate and approve material matters +which exceed the delegated authorities of our management team, as well as through the +regular updates provided to our Directors of our operational and financial information; and +. the Articles of Association has also included relevant provisions to manage conflict of +interest, pursuant to which our Directors are pr ohibited from voting in any Board resolution +approving any contract or arrangement or any other proposal in which he/she or any of his/ +her close associates has a material interest, and shall not be counted in the quorum present at +the particular Board meeting. +Based on the above, our Directors are satisfied that our Board as a whole together with our senior +management team are able to perform the managerial role in our Group independently. +Operational Independence +We do not rely on our Single Largest Shareholders and their close associates for our business +development, staffing, logistics, administration, finance, internal audit, information technology, sales and +marketing, or our company secretarial functions. We have our own departments specializing in these +respective areas which have been in operation and are expected to continue to operate separately and +independently from the Single Largest Shareholders and their close associates. In addition, we have our +own headcount of employees for our operations and management for human resources. We also have full +powers to make all decisions regarding, and to carry out, our own business operations independently +from our Single Largest Shareholders. +We have independent access to suppliers and customers and an independent management team to +handle our day-to-day operations. We are also in possession of all relevant licenses, certificates, +facilities and intellectual property rights necessary to carry on and operate our principal businesses and +we have sufficient operational capacity in terms of capital and employees to operate independently. +RELATIONSHIP WITH OUR SINGLE LARGEST SHAREHOLDERS +– 184 – + + +--- page 194 --- +Based on the foregoing, our Directors believe that we are able to operate independently of the +Single Largest Shareholders and their close associates. +Financial Independence +We have an independent financial system and make financial decisions according to our Group ’s +own business needs. We have internal control and accounting systems and an independent finance +department for discharging the treasury function. We do not expect to rely on the Single Largest +Shareholders and their close associates for financing after the Listing as we expect that our working +capital will be funded by cash flows generated from, among others, operating activities, bank loans, as +well as the proceeds fro m the Global Offering. +During the Track Record Period, certain of our credited facilities were secured by guarantees +provided by Mr. Wang and Chunan Kalujiaren (the ‘‘Guarantees ’’). Please refer to Note 28 to the +Accountant ’s Report as set out in Appendix I to this docume nt for details. As of the Latest Practicable +Date, such Guarantees were released as of the Latest Practicable Date. +As of the Latest Practicable Date, there were no outstanding loans due to or from our Single +Largest Shareholders or their close associates, and save as disclosed above, there were no other +outstanding pledges or guarantees provided for our benefit by our Single Largest Shareholders or their +close associates. +Based on the above, our Directors b elieve that we have the ability to operate independently of our +Single Largest Shareholders and their respective close associates from a financial perspective and are +able to maintain financial independence from, and do not place undue reliance on, our Single Largest +Shareholders and their respective close associates. +CORPORATE GOVERNANCE MEASURES +Our Company will comply with the provisions of the Corporate Governance Code in Appendix C1 +to the Listing Rules, which sets out principles of good corporate governance. Our Directors recognize +the importance of good corporate governance in protection of our Shareholders ’ interests. We would +adopt the following measures to safeguard good corporate governance standards and to avoid potential +conflict of interests: +. as part of our preparation for the Listing, we h ave amended our Articles of Association to +comply with the Listing Rules. In particular , our Articles of Association provide that a +Director shall not vote on any resolution in which such Director is connected with the +company or individual involved; +. we have established internal control mechanisms to identify connected transactions. Upon the +Listing, if we enter into further connected transactions with any of our Single Largest +Shareholders or their respective associates , our Company will comply with the applicable +Listing Rules; +. we are committed that our Board should inclu de a balanced composition of executive and +non-executive Directors. We have appointed three independent non-executive Directors and +we believe our independent non-executive Directors possess sufficient experience and they +are free of any business or other relationship which could interfere in any material manner +with the exercise of their independent judgmen t and will be able to provide an impartial and +RELATIONSHIP WITH OUR SINGLE LARGEST SHAREHOLDERS +– 185 – + + +--- page 195 --- +external opinion to protect the interests of our public Shareholders. Details of our +independent non-executive Directors are set out in ‘‘Directors and Senior Management — +Board of Directors — Independent Non-executive Directors; ’’ +. in the event that the independent non-executive Directors are requested to review any +conflicts of interests circumstances between our Group on the one hand and our Single +Largest Shareholders and/or our Directors on the other hand, our Single Largest Shareholders +and/or our Directors shall provide the independent non-executive Directors with all necessary +information and our Company shall disclose the decisions of the independent non-executive +Directors either through our annual report or by way of announcements; and +. we have appointed Red Solar Capital Limited as our compliance advisor, which will provide +advice and guidance to us in respect of compliance with the applicable laws and the Listing +Rules including various requirements relating to directors ’ duties and corporate governance. +Based on the above, our Directors are satisfied that sufficient corporate governance measures have +been put in place to manage conflicts of interest between our Group and the Single Largest +Shareholders, and to protect minority Shareholders ’ interests after the Listing. +RELATIONSHIP WITH OUR SINGLE LARGEST SHAREHOLDERS +– 186 – + + +--- page 196 --- +The following discussion and analysis shoul d be read in conjunction with our consolidated +financial statements included in the Accountant ’s Report in Appendix I, together with the +accompanying notes. Our consolidated financial s tatements have been prepared in accordance with +IFRS. +The following discussion and analysis contain 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 exp erience and perception of historical trends, +current conditions and expected future developm ents, as well as other factors we believe are +appropriate under the circumstances. However, w hether actual outcomes and developments will +meet our expectations and predictions depe nds on a number of risks and uncertainties. In +evaluating our business, you should carefully consid er the information provided in this Prospectus, +including but not limite d to the sections headed ‘‘Risk Factors ’’and ‘‘Business. ’’ +For the purposes of this section, unless the conte xt otherwise requires, references to the years +of 2023, 2024 and 2025 refer to the years ended December 31 of such years. +OVERVIEW +We are the world ’s largest caviar company. According to C IC, we ranked first in the global caviar +market by sales volume for 11 consecutive years since 2015. In 2023, 2024 and 2025, our caviar sales +volume amounted to 219.9 tons, 258.3 tons and 291.5 tons, respectively. Our caviar sales volume +accounted for over 30% of the global caviar market from 2021 to 2025, with our market share in 2025 +exceeding that of the second largest player by more than four times. Leveraging over 20 years of +industry experience and development, we have built an integrated sturgeon and caviar value chain +encompassing sturgeon breeding and aquaculture, caviar processing, and sales and marketing. We have +established an international caviar brand KALUGA QUEEN (卡露伽). +We have achieved robust revenue growth, sustain ed profitability and a healthy cash flow position +during the Track Record Period, with industry-leading performance in both revenue growth and +profitability. Our revenue increased from RMB 577.2 million in 2023 t o RMB769.0 million in 2025, +representing a CAGR of 15.4%. We have also recor ded ongoing improvements in profitability and +operational efficiency. Our net profit increa sed from RMB272.9 million in 2023 to RMB365.0 million in +2025, representing a CAGR of 15.7%. Meanwhile, our ne t profit margin remained relatively stable at +47.3%, 48.4% and 47.5% in 2023, 2024 and 2025, respectively. Our net cash generated from operating +activities increased from RMB259.8 million in 2023 to RMB270.3 million in 2025. Our adjusted +EBITDA (non-IFRS measure) increased from RMB 393.8 million in 2023 to RM B515.2 million in 2025, +representing a CAGR of 14.4%. We value the long-term trust of our shareholders and are committed to +consistently creating value for them. During the Track Record Period, we paid an aggregate of +RMB217.0 million in dividends, rep resenting 22.6% of our aggregate net profit for the same period. +BASIS OF PREPARATION +The historical financial information of our Group has been prepared in accordance with IFRS. The +preparation of the historical financial informatio n in conformity with IFRS requires the use of certain +material accounting policy infor mation. For details of the basis of preparation, see Note 2 to the +Accountant ’s Report included in Appendix I to this Prospectus. It also requires management to make +judgements, estimates and assumptions in the process of applying our Group ’s accounting policies. +FINANCIAL INFORMATION +– 187 – + + +--- page 197 --- +Judgements made by management in the application of I FRS that have significant effect on the historical +financial information and major sources of estima tion uncertainty are discussed in Note 4 to the +Accountant ’s Report included in Appendix I to this Prospectus. +MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS +Our results of operations and financial cond ition have been and will continue to be, materially +affected by a number of factors, some of which are outside our control, including: +Consumer Demand for Caviar Products +Our results of operations are significantly influenced by the market demand for caviar, our core +product. Supply security, demand expansion, channel diversification, product innovation, and policy +support have been driving and are expected to continue driving the growth of the global caviar industry. +According to CIC, the global caviar market by sales volume reached 808.4 tons in 2025 and is expected +to grow at a CAGR of 10.7% to 1,343.9 tons by 2030. +As the world ’s largest caviar company in terms of production and sales for 11 consecutive years, +we are well-positioned to capture this growth oppo rtunity. Our strong reserve of sturgeon broodstock +and juveniles ensures a stable and sustainable long-term supply while enabling swift responses to market +demand fluctuations, thereby main taining production continuity an d supply flexibility. By continuously +delivering premium products and promoting caviar culture, we seek to further enhance our brand +reputation, deepen customer loyalty, and reinfo rce our leadership in the global caviar market. +Branding and Marketing Capability +We have established an international caviar brand KALUGA QUEEN (卡露伽), and we have +consistently invested in branding and marketing to fur ther enhance brand awareness, drive product sales +and increase customer loyalty , supporting our long-term grow th, and profitability. We adopt a +comprehensive marketing strategy integrating product innovation, online engagement, offline +experiences, overseas expansion and brand building, with the aim of broadening the consumer base for +caviar, promoting caviar culture and strengthening our market position. See ‘‘Business — Sales and +Marketing — Sales and Marketing Strategies ’’ for details. +In 2023, 2024 and 2025, our sellin g and marketing expenses a mounted to RMB34.6 million, +RMB48.8 million and RMB53.9 million, respectively, representing 6.0%, 7.3% and 7.0% of our revenue +for the corresponding year. With our continuous efforts in brand bu ilding, we expect our selling and +marketing expenses will rise in step with our business expansion. +Sales Network Expansion and Management +We rely on an extensive and effective sales network to deliver our caviar products worldwide, +which is critical to expanding our geographic coverag e, enhancing brand visibility and driving sales. For +overseas sales, we have established long-term an d in-depth partnerships with customers including +overseas caviar houses and fine food companies, which market our products under third-party brands or +our flagship brand KALUGA QUEEN (卡露伽). Such partnerships provide us stable and recurring sales +channels while enabling our products to penetrate premium dining, top-tier airline catering and boutique +retail sectors in key international markets. The brea dth and stability of these overseas relationships have +been a major factor in sustaining our revenue base and reinforcing our leadership position in the global +caviar industry. For domestic sales, we have developed an integrated network that spans both online and +offline channels. Online, we actively leverage e-commerce platforms and social media channels to +FINANCIAL INFORMATION +– 188 – + + +--- page 198 --- +expand our market reach. Offline, we collaborated w ith premium restaurants, boutique hotels and high- +end supermarkets. The combination of online engagement and offline immersion broadens consumer +touchpoints and enhances brand stickiness. +Looking ahead, the scale, stability and diversifica tion of our sales network will remain a key factor +affecting our results of operations. Continuous expansion into emerging overseas markets, coupled with +deeper penetration into the domestic consumer base, is expected to support our revenue growth and +strengthen our ability to capture opportunities arising from the risi ng global demand for fine food +products. +Our Ability to Adapt to the International Trade Environment +During the Track Record Period, sales in the overseas market accounted for a substantial portion of +our revenue, amounting to RMB442.6 million, RM B536.0 million and RMB644 .5 million in 2023, 2024 +and 2025, respectively, representing 76.7%, 80.1% and 83.8% of our total revenue for the corresponding +year. Given this reliance on overseas markets, our bu s i n e s sa n do p e r a t i n gr e s u l t sa r ei n f l u e n c e dt os o m e +extent by international trade polic ies, geopolitical developments, protection measures, export controls, +and macroeconomic conditions in the jurisdicti ons where we and our business partners operate. +In response, we have proactively expanded into growing markets such as Southeast Asia by +enhancing our brand influence, aiming to estab lish strong global competitive advantages and position +our caviar as a leading representative of Chinese fine foods in the international market. Through +diversified market presence and enhanced brand reco gnition, we aim to strengthen resilience to external +changes and capture growth opportunities world wide. Accordingly, our ability to adapt to the +international trade environment is an important factor shaping our operational performance and long- +term development. +Sustainability of Caviar Supply +Our results of operations depend largely on our ab ility to secure a stable, sustainable supply of +caviar products. Given the long growth cycle of sturgeon and the seasonal nature of roe maturity, +whether we can establish a sustainable reserve stock of sturgeons could directly affect our production +volume and profitability. To mitigate such risks, we maintain one of the industry ’s largest broodstock +reserves and sturgeon germplasm resource bank, which anchor the security of raw-material supply for +caviar production. +Leveraging this supply base, we execute year-round production pl anning through diversified +aquaculture models, including eco-net cage aquaculture model, land-based flow-through aquaculture +model, and industrialized recirculating aquaculture system model, enabling staggered scheduling and +resilience against seasonal and environmental fluctuations. On the technology front, our proprietary +aquaculture know-how supports high roe-bearing rates and stable yields, while precise processing- +window management allows us to identify the optimal maturity period for roe, ensuring consistent +quality and conversion rates. See ‘‘Business — Our Production — Aquaculture System ’’ for details. +Collectively, these operational and technological a dvantages underpin the sus tainability of our caviar +supply and support stable revenue generation. +Quality Control Capability +The quality and consistency of our caviar produ cts have a direct impact on our pricing power, +brand recognition and gross profit margins. We hav e implemented strict qua lity management measures +across the production chain, including broodstock selection, aquaculture management, harvesting, +FINANCIAL INFORMATION +– 189 – + + +--- page 199 --- +processing, storage and sales. This minimizes the risk of product defects, recalls or reputational damage +that could otherwise increase costs and reduce pro fitability. Our traceability and inspection mechanisms +allow us to monitor key factors such as feed, water q uality and disease preven tion, thereby reducing +wastage and improving yield rates. See ‘‘Business — Our Production — Quality Control System ’’ for +details. By consistently delivering premium-qua lity products that meet inte rnational standards, we +maintain strong customer loyalty through reliabl e quality and brand trust, which in turn supports the +stability of our gross margins and operating results. +Cost Control and Management +The profitability of our business depends largel y on our ability to effectively control costs. Our +cost of sales before fair value adjustments on biologi cal assets primarily consists of (i) raw materials and +consumables used at cost, mainly representing feed c onsumed during aquaculture and externally sourced +sturgeons, (ii) employee benefits expenses, mainly representing salaries, bonuses, share-based payments +and welfare expenses of our personnel responsible f or aquaculture and processi ng, (iii) transportation +expenses, mainly representing logistics expenses for delivery of our products and raw materials, (iv) +changes in inventories of finished goods at cost, mainly representing our caviar products and sturgeon +products, (v) depreciation and amortization, and (vi) others. In 2023, 2024 and 2025, our cost of sales +before fair value adjustments on biological ass ets amounted to RMB172.6 million, RMB225.8 million +and RMB248.1 million, respectively, representing 29.9%, 33.7% and 32.3% of our total revenue for the +corresponding year. +We closely monitor price trends of raw materials and proactively manage our procurement costs by +maintaining long-term and stable relationships w ith qualified suppliers, which helps mitigate the impact +of raw material price fluctuations. Leveraging our brand influence and scale advantages, we are able to +secure raw materials at competitive prices, fur ther enhancing our bargaining power. See ‘‘Business — +Our Procurement System ’’ for details. In addition, our high survival rates of sturgeons, consistently +above international benchmarks, enable us to improve yield rates and reduce the unit cost of caviar +production. We also continuously improve production efficiency through process optimization, +digitalized management and technolo gy upgrades, which helps reduce unit costs and stabilize margins. +Changes in Fair Value of Biological Assets +During the Track Record Period, we recorde d biological assets of RMB1,389.2 million, +RMB1,553.5 million and RMB1,748.7 million as of D ecember 31, 2023, 2024 a nd 2025, respectively. +Our biological assets consist of fish fry, female i mmature sturgeon, female mature sturgeon, and +male sturgeon. Biological assets are measured at fa ir value less costs to sell. Neither active market nor +observable market rate and price of each sturgeon species are available for the market participants. +Therefore, the fair value of biological assets is measured according to level 3 of the fair value hierarchy, +based on discounted cashflow technique using significant unobservable inputs. Under IFRS, changes in +value are recognized and classified under ‘‘fair value adjustments related to biological assets ’’ in +consolidated statement of comprehensive income. Valuation is based on a variety of premises, many of +which are unobservable. For example, for sturgeons, the unit fair value of different sturgeon broodstock +is calculated by applying income approach, which is based on the present value of future cashflows +derived from the expected selling price of the caviar or sturgeon products produced upon harvest, less +the expected costs required to feed and raise to harve st date and subsequent costs to sell, adjusting with +estimated normal mortality. Our Va luer and management periodica lly review these assumptions and +valuation parameters to identify any significant changes in the fair value of our biological assets. See +‘‘ — Biological Assets and Valuation ’’ for details. Our Directors expect that our financial results will +continue to be affected by the changes in the fair value of our biological assets. +FINANCIAL INFORMATION +– 190 – + + +--- page 200 --- +MATERIAL ACCOUNTING POLICY INFORM ATION, ESTIMATES AND JUDGEMENTS +We have identified certain accounting policies t hat are significant to the preparation of our +financial statements. Material accounting policies that are significant for understanding our financial +condition and results of operations are set forth in detail in Note 4 of the Accountant ’s Report in +Appendix I to this Prospectus. Some of our accounting policies involve subjective assumptions and +estimates, as well as complex judgments relating to a ccounting items. Actual results could differ from +those estimates. We continually evaluate these es timates and assumptions based on the most recently +available information, our own historical experience and other factors that we believe to be relevant +under the circumstances. Our management has discussed the development, selection and disclosure of +these estimates with our Board of Directors. Since o ur financial reporting pro cess inherently relies on +the use of estimates and assumptions, actual results may differ from these estimates under different +assumptions or conditions. When rev iewing our financial statements, you should consider (i) our +selection of key accounting policies, (ii) the judgmen t and other uncertainties aff ecting the application of +such policies, and (iii) the sensitivity of reported re sults to changes in conditions and assumptions. We +believe that the material accounting policy infor mation and estimates such as fair value estimate and +recognized fair value adjustment to the biological assets, estimated useful lives and residual value of +property, plant and equipment, and current and deferred income tax as detailed in Note 4 of the +Accountant ’s Report in Appendix I to this Prospectus are critical and involve the most important +estimates and judgments we used in preparing our financial statements. +FINANCIAL INFORMATION +– 191 – + + +--- page 201 --- +CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE +INCOME +The following table sets forth a summary of our consolidated statements of profit or loss and other +comprehensive income for the years indicated. +Year ended December 31, +2023 2024 2025 +Results before +fair value +adjustments on +biological +assets +Fair value +adjustments on +biological +assets Total +Results before +fair value +adjustments on +biological +assets +Fair value +adjustments on +biological +assets Total +Results before +fair value +adjustments on +biological +assets +Fair value +adjustments on +biological +assets Total +RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +R e v e n u e................. 577,241 — 577,241 669,293 — 669,293 769,006 — 769,006 +C o s to fs a l e s.............. ( 172,620) (396,867) (569,487) (225,760) (463,203) (688,963) (248,064) (512,373) (760,437) +G r o s sp r o f i t ............... 404,621 (396,867) 7,754 443,533 (463,203) (19,670) 520,942 (512,373) 8,569 +Selling and marketing expenses . . . (34,617) — (34,617) (48,826) — (48,826) (53,858) — (53,858) +General and administrative expenses . (71,913) — (71,913) (39,160) — (39,160) (69,612) — (69,612) +Research and development expenses . (22,710) — (22,710) (24,231) — (24,231) (28,200) — (28,200) +O t h e ri n c o m e.............. 6 , 5 6 1 — 6,561 11,993 — 11,993 25,838 — 25,838 +Other (losses)/gains — n e t ...... ( 4 , 0 3 1 ) — (4,031) 7,239 — 7,239 (11,049) — (11,049) +Net impairment (losses)/gains on +f i n a n c i a la s s e t s........... ( 5 6 9 ) — (569) (1,878) — (1,878) 1,828 — 1,828 +Fair value changes on biological +a s s e t s ................ — 455,372 455,372 — 509,799 509,799 — 554,119 554,119 +Operating profit ............ 277,342 58,505 335,847 348,670 46,596 395,266 385,889 41,746 427,635 +F i n a n c ei n c o m e ............. 1 , 4 6 6 — 1,466 6,288 — 6,288 11,897 — 11,897 +F i n a n c ec o s t s.............. ( 5 , 4 7 9 ) — (5,479) (3,955) — (3,955) (5,102) — (5,102) +Finance (costs)/income — net . . . . (4,013) — (4,013) 2,333 — 2,333 6,795 — 6,795 +Profit before income tax ....... 273,329 58,505 331,834 351,003 46,596 397,599 392,684 41,746 434,430 +I n c o m et a xe x p e n s e s .......... ( 5 8 , 9 3 5 ) — (58,935) (73,475) — (73,475) (69,401) — (69,401) +Profit for the year .......... 214,394 58,505 272,899 277,528 46,596 324,124 323,283 41,746 365,029 +Profit for the year attributable to: +— Owners of the Company . . . 270,117 308,417 363,397 +— Non-controlling interests . . . . 2,782 15,707 1,632 +272,899 324,124 365,029 +Total comprehensive income for +the year ............... 272,899 324,124 365,029 +FINANCIAL INFORMATION +– 192 – + + +--- page 202 --- +Fair value adjustments on biological assets unde r costs of sales represent the accumulative fair +value changes of the biological assets before the p oint of harvest. In accordance with IAS 41, our +biological assets are continuously measured at fair value less costs to sell up to the point of harvest, +with changes in fair value recognized as ‘‘fair value changes on biological assets ’’ under the operating +expenses in consolidated statement of comprehensive income. As our sturgeons grow and mature, their +value changes, and accounting standards require such changes in value to be recognized before the +sturgeons are harvested. At the point of harvest, fair value of the biological assets becomes the +inventory cost of caviar and sturgeon products harvested. When the inventory is subsequently sold, its +carrying amount is recognized as cost of sales. Such carrying amount comprises both the historical +expenditure incurred in purchasing or breeding the sturgeons and the cumulative fair value changes +recognized before harvest. Therefore, the fair value adjustment on biological assets under cost of sales is +not a new cash cost or a fair value loss at the time of s ale. Rather, it is the cumulative fair value uplift +recognized before harvest, which is included in inventory cost upon harvest and subsequently recognized +as cost of sales when the products are sold. +Fair value gains on biological assets under the operating expenses represent the fair value changes +of biological assets arising from the changes in vol ume and selling prices of biological assets during the +current period. Accounting standards require us to remeasure such sturgeons at fair value less costs to +sell at each reporting date before harvest. Any increase in such fair value before harvest is recognized as +fair value gains on biological assets under operating expenses. Fair value gains on biological assets +under operating expenses are therefore non-cash and unrealized accounting gains recognized during the +cultivation period. They do not represent revenue from sale of caviar or sturgeon products, nor do they +represent cash received from customers. Rather, they reflect the increase in the estimated fair value of +the biological assets before harves t, based on their biological growth and maturation and the applicable +valuation assumptions as at the relevant reporting date. Such fair value gains are recognized in the +period in which the biological assets increase in value before harvest. +In simple terms, fair value gains on biologica l assets under the operating expenses are the +accounting recognition of the increase in value of ou r sturgeons while they are still being cultivated, +whereas fair value adjustments on biological assets under cost of sales are the subsequent release of +such previously recognized fair value uplift into cost of sales when the harvested products are sold. +Non-IFRS Measures +To supplement our consolidated financial statements which are presented in accordance with IFRS, +we also use certain non-IFRS measures, namely, adjusted net profit (non-IFRS measure) and adjusted +EBITDA (non-IFRS measure), as additional financial metrics. These non-IFRS measures are not required +by or presented in accordance with IFRS. We believe that non-IFRS measures facilitate comparisons of +our operating performance by eliminating poten tial impacts of certain items, and present useful +information in understanding and ev aluating our consolidated results of operations in the same manner +as they help our management. However, our presentation of such non-IFRS measures may not be +comparable to similarly titled measures presente d by other companies. The use of these non-IFRS +measures has limitations as an analytical tool, and you should not consider it in isolation from, or as a +substitute for analysis of, our results of operati ons or financial condition as reported under IFRS. The +following table reconciles our adjusted net profit (non-IFRS measure) and adjusted EBITDA (non-IFRS +measure) to our profit for the years presented in accordance with IFRS, for the years indicated. +FINANCIAL INFORMATION +– 193 – + + +--- page 203 --- +For the year ended December 31, +2023 2024 2025 +(RMB in thousands) +Reconciliation of profit for the year, adjusted net profit +(non-IFRS measure) and adjusted EBITDA (non-IFRS measure) +Profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 272,899 324,124 365,029 +Add: +Share-based compensation expenses (1) ........................ 4 0 , 2 8 5 1 0 , 0 7 1 1 7 , 9 4 3 +Listing expenses (2) ..................................... —— 18,320 +Adjusted net profit (non-IFRS measure) ..................... 313,184 334,195 401,292 +Add: +Depreciation and amortization (3) ............................ 2 5 , 6 8 2 3 1 , 3 2 8 3 7 , 7 3 6 +I n c o m et a xe x p e n s e..................................... 5 8 , 9 3 5 7 3 , 4 7 5 6 9 , 4 0 1 +Finance (costs)/income — n e t.............................. ( 4 , 0 1 3 ) 2 , 3 3 3 6 , 7 9 5 +Adjusted EBITDA (no n-IFRS measure) ...................... 393,788 441,331 515,224 +Notes: +(1) Share-based compensation expenses represent the fair value of the employee services received in exchange for the +grant of equity instruments. See Note 24 to the Accountant ’s Report included in Appendix I to this Prospectus for +details. +(2) Listing expenses related to the Global Offering. +(3) Depreciation and amortization equals the sum of depreciation of property, plant and equipment, amortization of +intangible assets and amortizat ion of right-of-use assets. +FINANCIAL INFORMATION +– 194 – + + +--- page 204 --- +DESCRIPTION OF MAJOR COMPONENTS OF OUR RESULTS OF OPERATIONS +Revenue +R e v e n u eb yP r o d u c tC a t e g o r y +During the Track Record Period, we generated revenue primarily from sales of caviar and sturgeon +products. For details, see ‘‘Business — Our Brands and Products. ’’ The following table sets forth a +breakdown of our revenue by product category, in an absolute amount and as a percentage of our total +revenue, for the years indicated. +For the year ended December 31, +2023 2024 2025 +RMB % RMB % RMB % +(in thousands, except percentages) +Caviar ..................... 523,116 90.6 614,423 91.8 698,442 90.8 +Hybrid sturgeon caviar . . . . . . . . 160,160 27.7 191,871 28.7 218,397 28.4 +Russian sturgeon caviar . . . . . . . . 272,619 47.2 338,715 50.6 413,331 53.7 +Kaluga caviar . . . . . . . . . . . . . . 51,384 8.9 49,108 7.3 32,976 4.3 +Beluga caviar . . . . . . . . . . . . . . . 17,608 3.1 15,499 2.3 22,309 2.9 +Amur sturgeon caviar . . . . . . . . . 12,483 2.2 13,193 2.0 8,874 1.2 +Siberian sturgeon caviar . . . . . . . 5,184 0.9 3,811 0.6 2,194 0.3 +Others caviar +(1) ............. 3 , 6 7 8 0 . 6 2 , 2 2 6 0 . 3 3 6 1 0 . 0 +Sturgeon products ............. 47,351 8.2 51,549 7.7 65,623 8.5 +Sturgeon meat . . . . . . . . . . . . . . 34,135 5.9 38,368 5.7 51,543 6.7 +Processed sturgeon products . . . . . 13,216 2.3 13,181 2.0 14,080 1.8 +Others (2) .................... 6,774 1.2 3,321 0.5 4,941 0.7 +Total ...................... 577,241 100.0 669,293 100.0 769,006 100.0 +Notes: +(1) ‘‘Other caviar ’’ consists of caviar of several additional sturgeon species. +(2) ‘‘Others ’’ mainly represents (i) sales of live sturgeons to domestic sturgeon farming enterprises and individual buyers, +and (ii) sales of other caviar-based products. +FINANCIAL INFORMATION +– 195 – + + +--- page 205 --- +Revenue by Sales Channel +During the Track Record Period, we sold our products under our own brand name KALUGA +QUEEN (卡露伽) in the domestic market, while for overseas sales, our products were sold to customers +who either marketed them under third-party brands or under our KALUGA QUEEN (卡露伽) brand. The +following table sets forth a breakdown of our total revenue by sales channel, in an absolute amount and +as a percentage of our revenue, for the years indicated. +For the year ended December 31, +2023 2024 2025 +RMB % RMB % RMB % +(in thousands, except percentages) +Overseas sales (1) : ............. 442,596 76.7 535,964 80.1 644,497 83.8 +Third-party brand (2) . . . . . . . . . . 354,154 61.4 428,307 64.0 527,229 68.6 +Own brand (3) . . . . . . . . . . . . . . . 88,442 15.3 107,657 16.1 117,268 15.2 +Domestic sales — Own brand .... 134,645 23.3 133,329 19.9 124,509 16.2 +Offline (4) . . . . . . . . . . . . . . . . . . 124,412 21.5 123,456 18.4 113,409 14.8 +Online (5) .................. 1 0 , 2 3 3 1 . 8 9 , 8 7 3 1 . 5 1 1 , 1 0 0 1 . 4 +Total .................... 577,241 100.0 669,293 100.0 769,006 100.0 +Notes: +(1) During the Track Record Period, our overseas sales were all offline sales. +(2) Customers primarily comprise overseas caviar houses and fine food companies. +(3) Customers primarily comprise overseas caviar houses and fine food companies, and international airlines. +(4) Customers primarily comprise restaurants, hotels and supermarkets in China. +(5) Customers primarily comprise consumers purchasing our products through our self-operated stores on major e- +commerce platforms in China. +Revenue by Sales Region +The following table sets forth a breakdown of our revenue by sales region, in an absolute amount +and as a percentage of our total revenue, for the years indicated. +For the year ended December 31, +2023 2024 2025 +RMB % RMB % RMB % +(in thousands, except percentages) +Overseas sales: ............... 442,596 76.7 535,964 80.1 644,497 83.8 +Europe (1) . . . . . . . . . . . . . . . . . . 218,719 37.9 272,644 40.8 333,796 43.4 +America (2) ................. 1 5 4 , 7 5 3 2 6 . 8 1 8 9 , 0 0 9 2 8 . 2 2 2 1 , 7 2 0 2 8 . 8 +Asia Pacific (3) . . . . . . . . . . . . . . 69,124 12.0 74,311 11.1 88,981 11.6 +Domestic sales ............... 134,645 23.3 133,329 19.9 124,509 16.2 +Total ...................... 577,241 100.0 669,293 100.0 769,006 100.0 +Notes: +(1) Mainly include Germany and France. +(2) Mainly include the U.S. +(3) Mainly include Japan and Singapore. +FINANCIAL INFORMATION +– 196 – + + +--- page 206 --- +Cost of Sales before Fair Value Adjustments on Biological Assets +During the Track Record Period, our cost of sales before fair value adjustments on biological +assets consisted of (i) raw materials and consumab les used at cost, mainly re presenting feed consumed +during aquaculture and externally sourced sturgeons, (ii) employee benefits expenses, mainly +representing salaries, bonuses, share-based payments and welfare expenses of our personnel responsible +for aquaculture and processing, (iii) transportation expense s, mainly representing logistics expenses for +delivery of our products, (iv) changes in inventor ies of finished goods at cost, mainly representing +changes in our caviar products and sturgeon products, (v) depreciation and amortization, and (vi) others. +Our cost of sales increased during the Track Reco rd Period, primarily driven by the increases in +raw materials and consumables used at cost and, to a lesser extent, transportation expenses, both of +which were generally in line with the growth in sal es volumes. The following table sets forth a +breakdown of our cost of sales before fair value adjustments on biological assets by nature, in an +absolute amount and as a percentage of our total cost of sales before fair value adjustments on biological +assets for the years indicated. +For the year ended December 31, +2023 2024 2025 +RMB % RMB % RMB % +(in thousands, except percentages) +Raw materials and consumables used +a tc o s t ................... 8 3 , 3 8 6 4 8 . 3 1 1 7 , 4 6 7 5 2 . 0 1 5 0 , 5 7 6 6 0 . 7 +Employee benefits expenses . . . . . . . 36,133 20.9 42,302 18.7 41,952 16.9 +Transportation expenses . . . . . . . . . 29,457 17.1 31,342 13.9 35,541 14.3 +Changes in inventories of finished +g o o d sa tc o s t............... 3 , 7 2 0 2 . 2 7 , 3 5 6 3 . 3 ( 1 3 , 4 6 6 ) ( 5 . 4 ) +Depreciation and amortization . . . . . 18,032 10.4 23,206 10.3 27,313 11.0 +O t h e r s ..................... 1 , 8 9 2 1 . 1 4 , 0 8 7 1 . 8 6 , 1 4 8 2 . 5 +Total ...................... 172,620 100.0 225,760 100.0 248,064 100.0 +Gross Profit and Gross Profit Margin before Fair Value Adjustments on Biological Assets +As a result of the foregoing, we recorded gross profit before fair value adjustments on biological +assets of RMB404.6 million, RMB443.5 million a nd RMB520.9 million in 2023, 2024 and 2025, +respectively, representing gross profit margin before fair value adjustments on biological assets of +70.1%, 66.3% and 67.7%, respectively, during the same years. +FINANCIAL INFORMATION +– 197 – + + +--- page 207 --- +The following table sets forth a breakdown of our gross profit before fair value adjustments on +biological assets and gross profit margin before fair value adjustments on biological assets by product +category for the years indicated. +For the year ended December 31, +2023 2024 2025 +Gross Profit +Gross Profit +Margin Gross Profit +Gross Profit +Margin Gross Profit +Gross Profit +Margin +RMB % RMB % RMB % +(in thousands, except percentages) +Caviar . . . . . . . . . . . . . . 392,921 75.1 434,337 70.7 505,943 72.4 +Sturgeon products . . . . . . 11,362 24.0 9,962 19.3 17,229 26.3 +Others +(1) . . . . . . . . . . . . . 338 5.0 (766) (23.1) (2,230) (45.1) +Total/Overall ......... 404,621 70.1 443,533 66.3 520,942 67.7 +Note: +(1) Others mainly represent (i) sales of live sturgeons and (ii) sales of other caviar-based products. +The increases in our gross profit before fair value adjustments on biological assets from caviar +products throughout the Track Record Period were primarily driven by the growth in sales volumes of +caviar, despite the fluctuations in before fair value adjustments on biological assets. For details on the +growth in sales volume, see ‘‘ — Period-to-Period Comparison of Results of Operations ’’ in this section. +The gross profit margin before fair value adjustments on biological assets decreased from 70.1% in +2023 to 66.3% in 2024, and rebound to 67.7% in 2025, reflecting (i) an increase in per unit cost of sales +before fair value adjustments in 2024, and (ii) a rise in prevailing marke t price of caviar in 2025, +resulting from excess demand on the market. For details, see ‘‘ — Period-to-Period Comparison of +Results of Operations ’’ in this section. +The increase in the gross loss before fair value adjustments on biological assets and gross loss +margin before fair value adjustments on biological assets for other products during the Track Record +Period was mainly attributable to the characteristic s of these products. The live sturgeons we sold are +primarily male immature sturgeons identified through sex identification which , due to their lower body +weight, do not meet the specifications for processing into export-grade sturgeon meat products. As male +sturgeons do not produce roe and have limited commercial value for further grow-out, the sale of such +fish primarily represents post-identification disposa l to save aquaculture space rather than profit-driven +transactions, resulting in low or negative gross marg ins. In addition, most of our creative caviar-based +products are newly developed products with limited production and sales volumes and have not yet +achieved economies of scale. Among them, certain products such as caviar ice cream, mooncakes and +chocolates, rely on external processing with relati vely high unit costs, contributing to gross losses +during the Track Record Period. +FINANCIAL INFORMATION +– 198 – + + +--- page 208 --- +Despite the current gross losses, we continue to develop and promote our creative caviar-based +products for strategic commercial reasons. As c aviar remains a niche product with relatively low +consumer penetration in the domestic market, w e seek to use such products to break traditional +consumption barriers and expand market potential by developing innovative crossover products that +resonate with younger consumers and diversify consumption scenarios. These products, with more +accessible formats and diversified consumption sce narios, help cultivate consumer awareness and usage +habits. We believe that, driven by ongoing product innovation and demographic shifts, our creative +caviar-based products will support the long-term expansion of the caviar market and contribute to the +future growth of our overall business. +Fair Value Adjustments on Biological Assets +During the Track Record Period, our fair value adjustments on biological assets mainly represented +the accumulated fair value changes from the measurement of live sturgeons that are transferred to cost of +sales upon sales of our products. We recorded net losses from fair value adjustments on biological assets +of RMB396.9 million, RMB463.2 million and RMB512 .4 million in 2023, 2024 and 2025, respectively. +Gross Profit and Gross Profit Margin +As a result of the foregoing, we recorded gros s profit of RMB7.8 million and RMB8.6 million in +2023 and 2025, respectively, representing gross profit margin of 1.3% and 1.1%, respectively, during the +same years. We recorded a gross loss of RMB19.7 m illion in 2024, representing gross loss margin of +2.9% during the same year. +Our thin gross profit margins after fair value adjustment on biological assets during the Track +Record Period were primarily attr ibutable to the accounting treatment of biological assets under IAS 41 +and the operational characteristics of our business. Under IAS 41, our biological assets are measured at +fair value less costs to sell up to the point of harvest, and the relevant fair value changes are recognized +before harvest. Upon harvest, the fair value of biological assets becomes the inventory cost of harvested +caviar and sturgeon products under IAS 2. When such inventory is subsequently sold, this inventory +cost, which includes both the historical purchase or breeding costs and the cumulative fair value uplift +recognized before harvest, is charged to cost of sales. To put it another way, part of the economic +benefit from the growth and maturation of our sturgeons is recognized before sale as fair value gains on +biological assets. Upon sale, such previously recognized fair value uplift is included in cost of sales, +which reduces the gross profit margin after fair val ue adjustments. One key factor in determining the +fair value of biological assets at the point of harves t is the expected selling price of caviar or sturgeon +products at that time. The inventory turnover of such products is generally within one month after +harvest, and historically, selling pri ces of caviar and sturgeon products rarely fluctuate over such a short +period. As such, the inventory cost of our caviar and sturgeon products recognized upon harvest +generally closely approximated the actual selling prices achieved shortly thereafter, leading to relatively +thin gross profit margins during the Track Record Period. Accordingly, such thin gross profit margins +after fair value adjustments primarily reflect the a pplicable accounting treatment and do not indicate +weakened operating performance or pricing pressure, and gross profit margins before fair value +adjustments may more meaningfully reflect our underlying operations. +Looking forward, we expect to continue to record relatively thin gross profit margins after fair +value adjustment on biological assets due to the reasons described above. +FINANCIAL INFORMATION +– 199 – + + +--- page 209 --- +Selling and Marketing Expenses +During the Track Record Period, our selling and marketing expenses consisted of (i) business +development expenses, mainly repr esenting costs associated with sale s network expansion, (ii) employee +benefits expenses, mainly representing salaries, bonuses, share-based payments and welfare expenses of +our sales and marketing personnel, (iii) office expens e, travel and transportation, (iv) marketing and +advertising costs, mainly relating to our brand pro motion and marketing campaigns, (v) depreciation and +amortization, and (vi) others. The following tabl e sets forth a breakdown of our selling and marketing +expenses, in an absolute amount and as a percent age of our selling and marketing expenses, for the +years indicated. +For the year ended December 31, +2023 2024 2025 +RMB % RMB % RMB % +(in thousands, except percentages) +Business development expenses . . . . 15,626 45.1 26,068 53.4 29,018 53.9 +Employee benefits expenses . . . . . . . 12,156 35.1 15,234 31.2 15,900 29.5 +Office expense, travel and +t r a n s p o r t a t i o n ............... 3 , 7 0 9 1 0 . 7 3 , 3 3 8 6 . 8 3 , 6 7 6 6 . 8 +Marketing and advertising costs . . . . 655 1.9 1,092 2.2 2,108 3.9 +Depreciation and amortization . . . . . 1,069 3.1 1,515 3.1 1,306 2.4 +O t h e r s ..................... 1 , 4 0 2 4 . 1 1 , 5 7 9 3 . 3 1 , 8 5 0 3 . 5 +Total ...................... 34,617 100.0 48,826 100.0 53,858 100.0 +General and Administrative Expenses +During the Track Record Period, our general and administrative expenses consisted of (i) employee +benefits expenses, mainly representing salaries, bonuses, share-based payments and welfare expenses of +our administrative personnel, (ii) listing expenses, (iii) professional services fee, mainly representing +audit, consulting, legal, tax, valuation and other advisory service fees incurred in our ordinary course of +business, (iv) depreciation and amortization, (v) office expense, travel and transportation and (vi) others. +The following table sets forth a breakdown of our general and administrative expenses, in an absolute +amount and as a percentage of our general and administrative expenses, for the years indicated. +For the year ended December 31, +2023 2024 2025 +RMB % RMB % RMB % +(in thousands, except percentages) +Employee benefits expenses . . . . . . . 58,938 82.0 26,819 68.5 35,136 50.5 +L i s t i n ge x p e n s e s ............... —— —— 18,320 26.3 +Depreciation and amortization . . . . . 2,928 4.1 3,398 8.7 4,761 6.8 +Professional services fee . . . . . . . . . 3,901 5.4 2,707 6.9 4,702 6.8 +Office expense, travel and +t r a n s p o r t a t i o n ............... 3 , 0 6 4 4 . 3 2 , 6 1 3 6 . 7 3 , 8 7 6 5 . 6 +O t h e r s ..................... 3 , 0 8 2 4 . 2 3 , 6 2 3 9 . 2 2 , 8 1 7 4 . 0 +Total ...................... 71,913 100.0 39,160 100.0 69,612 100.0 +FINANCIAL INFORMATION +– 200 – + + +--- page 210 --- +Research and Development Expenses +During the Track Record Period, our research and development expenses consisted of (i) testing +expense, mainly representing fees incurred for experimental testing, sample analysis, feed formulation +trials and product quality assessmen ts, (ii) employee benefits expenses, mainly representing salaries, +bonuses, share-based payments and welfare expenses of our R&D personnel, (iii) depreciation and +amortization, (iv) office expense, travel and transportation, and (v) others. The following table sets forth +a breakdown of our research and development expenses, in an absolute amount and as a percentage of +our research and development expenses, for the years indicated. +For the year ended December 31, +2023 2024 2025 +RMB % RMB % RMB % +(in thousands, except percentages) +Testing expense . . . . . . . . . . . . . . . 9,070 39.9 10,986 45.3 11,986 42.6 +Employee benefits expenses . . . . . . . 7,418 32.7 8,273 34.1 9,456 33.5 +Depreciation and Amortisation . . . . . 3,653 16.1 3,209 13.2 4,356 15.4 +Office expense, travel and +t r a n s p o r t a t i o n ............... 4 2 4 1 . 9 4 1 0 1 . 7 4 6 2 1 . 6 +Expenses relating to low-value leases +a n ds h o r t - t e r ml e a s e s ......... 6 2 7 2 . 8 3 8 9 1 . 6 3 9 5 1 . 4 +O t h e r s ..................... 1 , 5 1 8 6 . 6 9 6 4 4 . 1 1 , 5 4 5 5 . 5 +Total ...................... 22,710 100.0 24,231 100.0 28,200 100.0 +Other Income +During the Track Record Period, our other income consisted of (i) government grants, mainly +representing subsidies received from local govern ments in China, (ii) additional deduction of value- +added tax, and (iii) others. The following table set s forth a breakdown of our other income for the years +indicated. +For the year ended December 31, +2023 2024 2025 +(RMB in thousands) +G o v e r n m e n tg r a n t s .......................... 6 , 4 0 1 1 1 , 7 8 5 2 1 , 9 5 6 +Additional deduction of value-added tax . . . . ....... —— 3,722 +O t h e r s................................... 1 6 0 2 0 8 1 6 0 +Total ................................... 6,561 11,993 25,838 +Other (losses)/gains — net +During the Track Record Period, our net other (losses)/gains consisted of (i) net foreign exchange +gains, (ii) losses on disposal of property, plant and equipment and intangible assets, (iii) fair value +losses from disposal of derivative financial instruments, which were foreign exchange derivatives +purchased from banks to mitigate for eign exchange risks, and (iv) others. To mitigate foreign exchange +risks, we have monitored exchange rate movements, managed the timing of foreign currency collection +and settlement, and, where practicable, balanced for eign currency receipts and payments. We generally +convert foreign currency proceeds into RMB promptly upon receipt to reduce exchange rate exposure. +For details of our foreign exchange risk and the po licies on how to mitigate such risks, please refer to +Note 3 to the Accountants ’ Report included in Appendix I to this Prospectus. We recorded net other +losses of RMB4.0 million and RMB11.0 million in 2023 a nd 2025, respectively, and net other gains of +RMB7.2 million in 2024. +FINANCIAL INFORMATION +– 201 – + + +--- page 211 --- +Net impairment (losses)/gains on financial assets +During the Track Record Period, our net impairment (losses)/gains on financial assets consisted of +(i) impairment losses recognized or reversed on trade receivables, mainly relating to provision we made +for outstanding amounts due from certain of our customers, and (ii) impairment losses recognized or +gains resulted from reversal of provision we made on other receivables, mainly deposits. We recorded +net impairment losses on finan cial assets of RMB0.6 million and RMB1.9 million in 2023 and 2024, +respectively, and net impairment gains on f inancial assets of RMB1.8 million in 2025. +Fair Value Changes on Biological Assets +During the Track Record Period, our fair value changes on biological assets represented the net +changes in the fair value of our sturgeons under aquaculture, which were attributable to changes in +biomass and selling prices. Such adjustments consiste d of (i) realized fair value changes in respect of +biological assets held at the beginning of each reporting period and disposed of during the period, and +(ii) unrealized fair value changes in respect of biological assets measured at fair value at the end of each +reporting period. We recorded fair value changes on biological assets of RMB455.4 million, RMB509.8 +million and RMB554.1 million in 2023, 2024 and 2025, respectively. F or more information about the +valuation method adopted by the Valuer, see ‘‘ — Biological Assets and Valuation. ’’ +Finance Income +During the Track Record Period, our finance income represented interest income on cash and cash +equivalents and restricted cash. We recorded fi nance income of RMB1.5 million, RMB6.3 million and +RMB11.9 million in 2023, 202 4 and 2025, respectively. +Finance Costs +During the Track Record Period, our finance cos ts consisted of (i) interest expense on bank and +other borrowings, and (ii) intere st expenses on lease liabilities. We recorded finance costs of RMB5.5 +million, RMB4.0 million and RMB5.1 million i n 2023, 2024 and 20 25, respectively. +Income Tax Expense +We recorded income tax expense of RMB58.9 m illion, RMB73.5 million and RMB69.4 million in +2023, 2024 and 2025, respectively. During the Track Record Period and as of the Latest Practicable +Date, we had fulfilled all our tax obligations an d did not have any unresolved tax disputes. The +following sets forth our principal applic able income taxes and income tax rates. +PRC +Under the EIT Law and its Implementation Regulation, our Company and our PRC subsidiaries +were generally subject to the statutory EIT rate of 25% during the Track Record Period, unless they +qualified for specific tax exemptions or prefer ential treatments as set out in Note 11(b) to the +Accountant ’s Report included in Appendix I to this Prospectus. +FINANCIAL INFORMATION +– 202 – + + +--- page 212 --- +PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS +Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 +Revenue +Our revenue increased by 14.9% from RMB669 .3 million in 2024 to RMB769.0 million in 2025, +primarily attributable to the increase in revenue generated from our caviar products. +. Revenue generated from our caviar products increased by 13.7% from RMB614.4 million in +2024 to RMB698.4 million in 2025, primarily driv en by higher sales volu mes resulting from +(i) an increase in purchase volumes from key customers in our overseas markets, where we +deepened relationships and enhanced customer stickiness, leveraging our strong market +insights and premium product quality, (ii) the con tinued expansion of ove rseas sales network, +growing our overseas customers base from 1 08 in 2024 to 129 in 2025, as well as (iii) the +enhanced efforts to promote our own brand, KALUGA QUEEN ( 卡露伽); for details, see +‘‘Business — Sales and Marketing. ’’ In addition, the average selling price of caviar increased +in 2025, resulting from excess demand on the market. In particular, we prioritized hybrid +sturgeon caviar and Rus sian sturgeon caviar as core products, both of which were positioned +in the mid-to-high-end segment and enjoyed stable quality and strong market acceptance. +Hybrid sturgeon caviar is currently only produced and supplied by PRC producers with no +overseas supply, resulting in a relatively tight s upply-demand balance. Against this backdrop, +we have implemented several price adjustments for hybrid sturgeon caviar in recent years, +contributing to a steady increase in its average s elling price. Last but not least, our principal +sales markets included the United States, Germ any, France and other major international +markets, and while our sales to China slightly decreased in 2025, our overall sales in major +international markets recorded a sta ble increase during the same period. +. Revenue generated from our sturgeon products increased by 27.3% from RMB51.5 million in +2024 to RMB65.6 million in 2025, primarily due to the increase in sales volume of sturgeon +meat driven by market demand. +. Our other revenue significantly increas ed by 48.8% from RMB3.3 million in 2024 to +RMB4.9 million in 2025, primarily due to the in crease in domestic sales of live sturgeons +driven by rising demand. +Cost of Sales before Fair Value Adjustments on Biological Assets +Our cost of sales before fair value adjustments on biological assets increased by 9.9% from +RMB225.8 million in 2024 to RMB248. 1 million in 2025, primarily due to t he increase in raw materials +and consumables used at cost of RMB33.1 million, ma inly attributable to the increased production +volume driven by higher sales demand; partially offset by the decrease in changes in inventories of +finished goods at cost of RMB20.8 million, mainly attri butable to the increase in inventories of caviar in +2025. The cost of sales before fair value adjustments on biological assets, expressed as a percentage of +our revenue, decreased from 33.7% in 2024 to 32.3% in 2025, primarily due to the relatively elevated +comparison base in 2024 arising from m ultiple factors. For details, see ‘‘ — Year Ended December 31, +2024 Compared to Year Ended December 31, 2023 — Gross Profit and Gross Profit Margin before Fair +Value Adjustments on Biological Assets. ’’ +FINANCIAL INFORMATION +– 203 – + + +--- page 213 --- +Gross Profit and Gross Profit Margin before Fair Value Adjustments on Biological Assets +As a result of the above, our gross profit before fair value adjustments on biological assets +increased by 17.5% from RMB443.5 million in 202 4 to RMB520.9 million in 2025. Our gross profit +margin before fair value adjustments on biological assets rebounded from 66.3% in 2024 to 67.7% in +2025, mainly driven by the decrease in per unit cost of sales before fair value adjustments on biological +assets for caviar, as well as the rise in the averag e selling price of caviar due to excess demand on the +market. +Fair Value Adjustments on Biological Assets +The fair value adjustments on biological asse ts increased by 10.6% from RMB463.2 million in +2024 to RMB512.4 million in 2025, primarily due to the i ncrease in sales volume for the same year. For +details of our biological assets valuation, see ‘‘ — Biological Assets and Valuation ’’ a n dN o t e2 0t ot h e +Accountant ’s Report included in Appendix I to this Prospectus. +Gross Profit and Gross Profit Margin +As a result of the above, we recorded gross profit of RMB8.6 million in 2025, as compared to +gross loss of RMB19.7 million in 2024. Our gross loss margin was 2.9% in 2024 and our gross profit +margin was 1.1% in 2025. +Selling and Marketing Expenses +Our selling and marketing expenses increa sed by 10.3% from RMB48.8 million in 2024 to +RMB53.9 million in 2025, primarily attributable to (i) our enhanced branding efforts overseas and +e‑commerce promotion strategy in 2025, resulting in hig her business developme nt expenses compared to +the prior year, and (ii) share ‑based payments recognized pursuant to our equity incentive plan, driving +up our employee benefits expenses. Our selling and mark eting expenses remained relatively stable as a +percentage of revenue, at 7.3% and 7.0% in 2024 and 2025, respectively. +General and Administrative Expenses +Our general and administrative expenses inc reased by 77.8% from RMB39.2 million in 2024 to +RMB69.6 million in 2025, primarily driven by an in crease in listing expenses of RMB18.3 million and, +to a lesser extent, an increase in employee benefits expenses of RMB8.3 million, mainly in relation to +the share-based payments recognized pursuant to our equity incentive plan. Our general and +administrative expenses, expressed as a percentage of our revenue, increased from 5.9% in 2024 to +9.1% in 2025, primarily due to the increase in profess ional service fees in relation to listing expenses. +Research and Development Expenses +Our research and development expenses incr eased by 16.4% from RMB24.2 million in 2024 to +RMB28.2 million in 2025, primarily due to the expan sion of our research and development activities +focusing on areas of interests including large-scale breeding technology, breed selection, disease +prevention and control, ecological and environmental protection, and product development. Our research +and development expenses remained relatively stable as a percentage of revenue at 3.6% and 3.7% in +2024 and 2025, respectively. +FINANCIAL INFORMATION +– 204 – + + +--- page 214 --- +Other Income +Our other income significantly increased fr om RMB12.0 million in 2024 to RMB25.8 million in +2025, primarily due to the increase in government g rants of RMB10.2 million, mainly in connection +with the partial relocation of our Quzhou Aquacu lture Base arising from local infrastructure +development projects, as well as the amortization o f government grants from the national digital fishery +development program. +Net impairment (losses)/gains on financial assets +We recorded net impairment gains on financial assets of RMB1.8 million in 2025, as compared to +net impairment losses on financial assets of RMB1 .9 million in 2024, primarily attributable to the +reversal of loss allowance following the year-on-year decrease in our carrying amount of trade +receivables as of December 31, 2025. +Fair Value Adjustments on Biological Assets +Our fair value changes on biological assets increased by 8.7% from RMB509.8 million in 2024 to +RMB554.1 million in 2025, primarily due to the growth i n live sturgeon quantities resulting from further +scaling of our operations. +Finance Income +Our finance income, representing our interest in come on cash and cash equivalents and restricted +cash, increased by 89.2% from RMB6.3 million i n 2024 to RMB11.9 million in 2025, primarily due to +the increase in interest income from U.S. dollar-denominated demand deposits. +Finance Costs +Our finance costs increased by 29.0% from R MB4.0 million in 2024 to RMB5.1 million in 2025, +primarily due to an increase in interest expense on bank and other borrowings of RMB0.5 million, as we +maintained relatively higher levels of bank borrowings throughout 2025, taking into account the +prevailing exchange rate and interest rate conditions during the year. +Income Tax Expense +Our income tax expense decreased by 5.5% from RMB73.5 million in 2024 to RMB69.4 million in +2025, resulting in the decrease in effective tax rate from 18% in 2024 to 16% in 2025. The moderate +decrease in effective tax rate mainly resulted from the effects of preferential tax policies. +Profit for the Year +As a result of the foregoing, our profit for th e year increased by 12.6% from RMB324.1 million in +2024 to RMB365.0 million in 2025. +FINANCIAL INFORMATION +– 205 – + + +--- page 215 --- +Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 +Revenue +Our revenue increased by 15.9% from RMB577 .2 million in 2023 to RMB669.3 million in 2024, +primarily attributable to the increase in revenue generated from our caviar products. +. Revenue generated from our caviar products increased by 17.5% from RMB523.1 million in +2023 to RMB614.4 million in 2024, primarily driv en by higher sales volu mes resulting from +(i) an increase in purchase volumes from key customers in our overseas markets, driven by +our enhanced marketing efforts, (ii) the expansion of overseas customer base from 104 in +2023 to 108 in 2024, and (iii) the enhanced e fforts to promote our own brand, KALUGA +QUEEN ( 卡露伽). In addition, the average selling price of caviar remained stable in 2024. +While there was a steady increase in average selling price of hybrid sturgeon caviar as a +result of several price adjustments, the avera ge selling price of caviar was partially offset by +a decease in average selling price of Russian s turgeon caviar, primarily due to changes in +customer mix, as larger overseas customers generally purchased in higher volumes and +benefited from more favorable pricing. Last but not least, our principal sales markets +included the United States, Germany, France an d other major international markets, and while +our sales to China slightly decreased in 2024, our overall sales in major international +markets, such as the United States, Germ any and France, showed an upward trend. +. Revenue generated from our sturgeon produc ts increased by 8.9% from RMB47.4 million in +2023 to RMB51.5 million in 2024, primarily due to the increase in export sales driven by +rising overseas demand. +. Our other revenue decreased from RMB6. 8 million in 2023 to RMB3.3 million in 2024, +primarily due to the decrease in sales of live sturgeons. +Cost of Sales Before Fair Value Adjustments on Biological Assets +Our cost of sales before fair value adjustments on biological assets increased by 30.8% from +RMB172.6 million in 2023 to RMB225. 8 million in 2024, primarily due to t he increase in raw materials +and consumables used at cost of RMB34.1 million, ma inly attributable to the increased production +volume driven by higher sales demand. Our cost of sales before fair value adjustments on biological +assets accounted for 29.9% and 33.7% of our total revenue in 2023 and 2024, respectively. +Gross Profit and Gross Profit Margin before Fair Value Adjustments on Biological Assets +As a result of the above, our gross profit before fair value adjustments on biological assets +increased by 9.6% from RMB404.6 million in 2023 to RMB443.5 million in 2024. Our gross profit +margin before fair value adjustments on biological assets decreased from 70.1% in 2023 to 66.3% in +2024, primarily attributable to the following: +. The gross profit margin before fair value adjustments on biological assets for Russia sturgeon +caviar declined in 2024. Due to the unique biologi cal characteristics of Russia sturgeons, in +2024, we recorded higher cultivation costs when a greater proportion of high-age sturgeons +were processed, resulting in an occasional incr ease in the per unit cost of sales before fair +value adjustments on biological assets for Russia sturgeon caviar. Further, Qingshan Lake +Aquaculture Base, which mainly reared Russia sturgeons, experienced an abnormal mortality +of Russia sturgeons due to the summer flooding in July 2024 (the ‘‘2024 Flooding ’’), further +FINANCIAL INFORMATION +– 206 – + + +--- page 216 --- +driving up the per unit cost of sales before fair value adjustments on biological assets for +Russia sturgeons. The 2024 Flooding was caused by extreme rainfall associated with +Typhoon ‘‘Gaemi ’’ and upstream flood discharge in the Yalu River basin, and exceeded the +design flood-control standards of our Qingshan Lake Aquaculture Base. Despite advance +relocation of most sturgeons, approximate ly 2,000 sturgeons were lost, representing +approximately 0.18% of our total sturgeon inven tory at the time. The affected sturgeons were +production-stage sturgeons that had not entered the roe development stage. The 2024 +Flooding did not have a material adverse impact on our production capacity, order fulfillment +or financial performance, and no customer orders were canceled or postponed as a result. +Following the 2024 Flooding, we implemente d remedial and risk-mitigation measures, +including harmless disposal of affected fish, disinfection and disease prevention, +reinforcement and upgrading of farming fa cilities, enhancement of early-warning and +emergency response mechanisms, and optimization of species mix and stocking density at +the affected base. For details of our flood control measures, see ‘‘Business — Our Production +— Aquaculture System — Scientific site selection and re sponse mechanisms for natural +disasters ’’. These measures were implemented on a voluntary basis to strengthen disaster +resilience. +While we had not experienced flooding-related losses prior to the 2024 Flooding, extreme +weather events, including typhoon-induced rainfall and beyond-standard flooding, have on +occasion led to losses within the sturg eon aquaculture industry historically. +. The gross profit margin before fair value adjustments on biological assets for hybrid sturgeon +caviar also declined in 2024. Given the supply-c onstrained market condition then subsisting, +we increased the proportion of externally procured hybrid sturgeon for processing. As the +cost of externally sourced sturgeon was higher t han that of self-cultivated sturgeon, the per- +unit production cost rose accordingly, exerting a downward impact on the margin. +Fair Value Adjustments on Biological Assets +Our net losses from fair value adjustments on biological assets increased by 16.7% from +RMB396.9 million in 2023 to RMB463.2 million in 2024, primarily due to the increase in sales volume +for the same year. For details of our biological assets valuation, see ‘‘ — Biological Assets and +Valuation ’’ and Note 20 to the Accountant ’s Report included in Appendix I to this Prospectus. +Gross Profit and Gross Profit Margin +As a result of the above, we recorded gross-pr ofit of RMB7.8 million in 2023 and gross loss of +RMB19.7 million in 2024. Our gross profit margin was 1.3% in 2023, a nd our gross loss margin was +2.9% in 2024. Our gross loss in 2024 was primarily due to the increases in our cost of sales before fair +value changes on biological assets and net losses from fair value adjustments on biological assets, +mainly attributable to the 2024 Flooding experienced by Liaoning Xunlong Technology Development +Co., Ltd., one of our subsidiaries. For details, see Note 20(b) to the Accountant ’s Report included in +Appendix I to this Prospectus. +Selling and Marketing Expenses +Our selling and marketing expenses increa sed by 41.0% from RMB34.6 million in 2023 to +RMB48.8 million in 2024, primarily due to the increa se in business development expenses of RMB10.4 +million, mainly attributable to our continuous ef forts in sales network expansion. Our selling and +marketing expenses accounted for 6.0% and 7.3% of our total revenue in 2023 and 2024, respectively. +FINANCIAL INFORMATION +– 207 – + + +--- page 217 --- +General and Administrative Expenses +Our general and administrativ e expenses decreased by 45.5% from RMB71.9 million in 2023 to +RMB39.2 million in 2024, primarily due to the decre ase in employee benefits expenses of RMB32.1 +million, resulting from our share-based payments i n 2023 under the 2023 Restricted Share Incentive +Plan. For details, see Note 24 to the Accountant ’s Report included in Appendix I to this Prospectus. Our +general and administrative expenses accounted for 12.5% and 5.9% of our total revenue in 2023 and +2024, respectively. +Research and Development Expenses +Our research and development expenses increased by 6.7% from RMB22.7 million in 2023 to +RMB24.2 million in 2024, primarily due to the incre ase in testing expense of RMB1.9 million, mainly +attributable to our increased investment in R&D p rojects in line with our con tinued innovation efforts. +Our research and development expenses accounted for 3.9% and 3.6% of our total revenue in 2023 and +2024, respectively. +Other Income +Our other income increased by 82.8% from RMB 6.6 million in 2023 to RMB12.0 million in 2024, +primarily due to the increase in government grant s of RMB5.4 million, including policy support for +trade development and project funding for sturgeon breeding R&D. +Other (losses)/gains — net +We recorded net other gains of RMB7.2 million i n 2024, as compared to net other losses of +RMB4.0 million in 2023, primarily due to the incr ease in net foreign exchange gains of RMB7.0 +million, mainly attributable to fluctuations in exchange rates. +Net Impairment Losses on Financial Assets +Our net impairment losses on financial assets si gnificantly increased by 230.1% from RMB0.6 +million in 2023 to RMB1.9 million in 2024, primarily due to the increase in net impairment losses under +expected credit loss model on trade receivables of R MB0.9 million, mainly attributable to the increased +balance of trade receivables in line with our business growth. +Fair Value Changes on Biological Assets +Our fair value changes on biological assets in creased by 12.0% from RMB455.4 million in 2023 to +RMB509.8 million in 2024, primarily due to the exp ansion of our sturgeon aquaculture scale. +Finance Income +Our finance income significantly increased b y 328.9% from RMB1.5 million in 2023 to RMB6.3 +million in 2024, primarily due to the incre ased interest rate on our demand deposit. +FINANCIAL INFORMATION +– 208 – + + +--- page 218 --- +Finance Costs +Our finance costs decreased by 27.8% from RMB5.5 million in 2023 to RMB4.0 million in 2024, +primarily due to the decrease in interest expense on bank and other borrowings of RMB1.6 million, +mainly attributable to a lower av erage loan balance as a result of partial prepayment of certain bank +borrowings, as well as a decline in borrowing rates. +Income Tax Expense +Our income tax expense incr eased by 24.7% from RMB58.9 milli on in 2023 to RMB73.5 million +in 2024, primarily due to the increase in our taxable income in line with our business growth. Our +effective tax rate remained stable at 18% in 2023 and 2024. +Profit for the Year +As a result of the foregoing, our profit for th e year increased by 18.8% from RMB272.9 million in +2023 to RMB324.1 million in 2024. +DISCUSSION OF CERTAIN KEY ITEMS FROM OUR CONSOLIDATED STATEMENTS OF +FINANCIAL POSITION +The table below sets forth the selected informatio n from our consolidated statements of financial +position as of the dates indicated, which has been ex tracted from our audited consolidated financial +statements included in Appe ndix I to this Prospectus. +For the year ended December 31, +2023 2024 2025 +(RMB in thousands) +T o t a ln o n - c u r r e n ta s s e t s .......................... 2 9 0 , 9 3 2 3 4 3 , 0 5 0 3 8 2 , 6 3 4 +T o t a lc u r r e n ta s s e t s............................. 1 , 7 3 9 , 6 1 5 2 , 0 0 1 , 4 4 4 2 , 6 5 5 , 8 0 7 +Total assets .................................. 2,030,547 2,344,494 3,038,441 +Total non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . 250,502 242,427 469,434 +Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 277,493 265,320 465,399 +Total liabilities ............................... 527,995 507,747 934,833 +Net current assets ............................. 1,462,122 1,736,124 2,190,408 +Net assets ................................... 1,502,552 1,836,747 2,103,608 +S h a r ec a p i t a l ................................. 9 0 , 2 4 3 9 0 , 2 4 3 9 2 , 5 5 3 +R e s e r v e s .................................... 3 2 0 , 9 0 8 3 3 0 , 9 7 9 3 7 3 , 8 6 3 +S h a r e sh e l df o rr e s t r i c t e ds h a r es c h e m e s .............. —— (2,310) +R e t a i n e de a r n i n g s.............................. 1 , 0 3 1 , 0 0 9 1 , 3 3 9 , 4 2 6 1 , 5 5 8 , 3 4 1 +Equity attributable to owners of the Company . . . . . . . . . . 1,442,160 1,760,648 2,022,447 +N o n - c o n t r o l l i n gi n t e r e s t s ......................... 6 0 , 3 9 2 7 6 , 0 9 9 8 1 , 1 6 1 +Total equity ................................. 1,502,552 1,836,747 2,103,608 +FINANCIAL INFORMATION +– 209 – + + +--- page 219 --- +The following table sets forth our current assets and current liabilities as of the dates indicated. +As of December 31, +As of +April 30, +2023 2024 2025 2026 +(unaudited) +(RMB in thousands) +Current assets: +I n v e n t o r i e s ............................. 5 0 , 7 5 9 4 3 , 8 7 2 5 8 , 8 9 1 5 7 , 4 8 8 +B i o l o g i c a la s s e t s ......................... 1 , 3 8 9 , 2 4 7 1 , 5 5 3 , 4 9 3 1 , 7 4 8 , 7 4 6 1 , 916,227 +Prepayments, other receivables and other current assets 23,995 26,563 24,605 42,084 +T r a d er e c e i v a b l e s ......................... 4 8 , 9 7 0 5 7 , 4 1 4 3 3 , 9 0 3 5 0 , 5 7 7 +R e s t r i c t e dc a s h .......................... 1 8 , 6 5 4 1 6 , 4 6 9 6 , 0 4 9 5 , 9 0 8 +C a s ha n dc a s he q u i v a l e n t s................... 2 0 7 , 9 9 0 3 0 3 , 6 3 3 7 8 3 , 6 1 3 490,580 +Financial assets at fair valu e through profit or loss . . . ——— 3,094 +Total current assets ........................ 1,739,615 2,001,444 2,655,807 2,565,958 +Current liabilities: +T r a d ea n dn o t e sp a y a b l e s ................... 8 9 , 5 1 2 1 0 7 , 7 7 9 1 3 3 , 3 3 3 141,235 +A c c r u a l sa n do t h e rp a y a b l e s .................. 9 9 , 1 1 5 7 8 , 8 2 6 1 0 9 , 2 2 3 9 0 , 8 0 1 +D i v i d e n dp a y a b l e ......................... 7 , 2 4 1 ——— +C o n t r a c tl i a b i l i t i e s........................ 1 0 , 2 7 3 1 8 , 6 8 6 1 8 , 0 9 1 2 6 , 8 7 7 +B o r r o w i n g s ............................ 3 9 , 1 3 7 1 0 , 3 4 0 1 5 1 , 1 5 7 136,623 +L e a s el i a b i l i t i e s .......................... 1 , 8 1 6 1 , 4 6 2 5 , 5 6 8 4 , 8 1 2 +I n c o m et a xp a y a b l e s ....................... 3 0 , 3 9 9 4 8 , 2 2 7 4 8 , 0 2 7 3 5 , 1 7 1 +Total current liabilities ...................... 277,493 265,320 465,399 435,519 +Net current assets .......................... 1,462,122 1,736,124 2,190,408 2,130,439 +Our net current assets remained relatively sta ble at RMB2,190.4 million and RMB2,130.4 million +as of December 31, 2025 and April 30, 2026. +Our net current assets increased from RMB1,736.1 million as of December 31, 2024 to +RMB2,190.4 million as of Decembe r 31, 2025, primarily due to (i) the increase in cash and cash +equivalents of RMB480.0 million, mainly attribut able to our improved cash position in line with our +business growth, and (ii) the increase in biological assets of RMB195.3 million, mainly attributable to +the expansion of our sturgeon aquaculture scale. The increase in our net current assets was partially +offset by the increase in borrowings of RMB140.8 million, primarily due to our funding arrangements +made to optimize overall capital efficiency, taking i nto account the prevailing exchange rate and interest +rate conditions during the year. +Our net current assets increased from RMB1,462.1 million as of December 31, 2023 to +RMB1,736.1 million as of December 31, 2024, primar ily due to (i) the increase in biological assets of +RMB164.2 million, mainly attributable to the expan sion of our sturgeon aquaculture scale, (ii) the +increase in cash and cash equivalents of RMB95.6 m illion, mainly attributab le to our improved cash +position in line with our business growth, and (i ii) the decrease in borrowings of RMB28.8 million, +mainly attributable to repayment of bank borrowings upon maturity and partial prepayment of certain +bank borrowings due to our sound cash flow. The increase in our net current assets was partially offset +by (i) the increase in income tax payables of RMB17.8 million, primarily due to the increase in our +taxable income in line with our business growth, and (ii) the increase in trade and notes payables of +RMB18.3 million, primarily due to higher payable s arising from the procurement of sturgeons. +FINANCIAL INFORMATION +– 210 – + + +--- page 220 --- +Trade Receivables +Our trade receivables consist of (i) trade rece ivables from contracts with customers, mainly +representing outstanding amounts due from certain of our customers, and (ii) amount due from related +parties, mainly representing outstanding amounts due from a small number of related party customers +arising from the purchase of our products on an arm ’s length basis and under normal credit terms; see +Note 34(c)(i) to the Accountant ’s Report included in Appendix I to this Prospectus for details. The +following table sets forth the details of our trade receivables as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Trade receivables from contracts with customers . . . . . . . . . 55,327 65,173 38,506 +A m o u n td u ef r o mr e l a t e dp a r t i e s .................... — 107 — +L e s s :l o s sa l l o w a n c e............................ ( 6 , 3 5 7 ) ( 7 , 8 6 6 ) ( 4 , 6 0 3 ) +Total ...................................... 48,970 57,414 33,903 +Our trade receivables incr eased from RMB49.0 million as of De cember 31, 2023 to RMB57.4 +million as of December 31, 2024, primarily due to the increase in trade receivables from contracts with +customers of RMB9.8 million in 2024, mainly attr ibutable to the increase in sales in line with our +business growth. Our trade receivables decr eased to RMB33.9 million a s of December 31, 2025, +primarily due to a decrease in our trade receivab les from contracts with customers of RMB26.7 million +driven by enhanced collection efforts in 2025. +The following table sets forth an aging analysis of trade receivables based on the dates of when the +trade receivables are recognized as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +W i t h i n6m o n t h s .............................. 4 6 , 8 0 9 5 4 , 7 0 8 2 9 , 9 8 3 +6m o n t h st o1y e a r ............................. 2 , 8 3 4 2 , 5 8 7 2 , 2 7 4 +O v e r1y e a r.................................. 5 , 6 8 4 7 , 9 8 5 6 , 2 4 9 +Total ...................................... 55,327 65,280 38,506 +The following table sets forth the turnover days of our trade receivables for the years indicated. +For the year ended December 31, +2023 2024 2025 +(days) +Trade receivables turnover days (1) ................... 2 6 . 7 2 9 . 0 2 1 . 7 +Note: +(1) Trade receivables turnover days are based on the average balance of trade receivables divided by total revenue for +the relevant year and multiplied by the number of days in t he relevant year. Average ba lance is calculated as the +average of the beginning balance and ending balance of a given year. The number of days for the years ended +December 31 is 365 days. +FINANCIAL INFORMATION +– 211 – + + +--- page 221 --- +Our trade receivables turnover days increased from 26.7 days in 2023 to 29.0 days in 2024, +primarily due to the increased sales to domestic customers with credit terms as part of our domestic +market penetration strategy. Our trade receivables turnover days subsequently decreased to 21.7 days in +2025, primarily driven by enhanced collection effo rts in 2025. We have assessed the recoverability of +our trade receivables and believe that there are no mate rial recoverability issues. For credit risk of our +trade receivable, see Note 3.1(b) to the Accountant ’s Report included in Appendix I to this Prospectus. +As of April 30, 2026, RMB29.2 million, or 75.8% o f our trade receivables outstanding as of +December 31, 2025 had been subsequently collected. +Inventories +Our inventories consist of (i) finished goods, consisting of our caviar products and sturgeon +products, and (ii) raw materials, consisting of feeds and packaging materials. +The following table sets forth a summary of our inventory balances as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +F i n i s h e dg o o d s ................................ 3 8 , 7 8 2 3 1 , 4 2 6 4 4 , 8 9 2 +R a wm a t e r i a l s ................................ 1 4 , 2 9 6 1 4 , 7 6 6 1 6 , 4 7 9 +L e s s :p r o v i s i o n sf o ri m p a i r m e n t .................... ( 2 , 3 1 9 ) ( 2 , 3 2 0 ) ( 2 , 4 8 0 ) +Total ...................................... 50,759 43,872 58,891 +Our inventories decreased fro m RMB50.8 million in 2023 to RMB 43.9 million in 2024, primarily +due to the decrease in finished goods of RMB7.4 millio n, mainly attributable to the increased sales of +our products in line with our business growth. Our inventories subsequently increased to RMB58.9 +million in 2025, as we optimized stock levels to f ulfill an anticipated increase in demand, and +accordingly sales volume, towards the end of the year. During the Track Record Period, no material +impairment of inventories was identified, and suffi cient provision for impairment of inventories had +been made. +We believe maintaining appropriate levels of inv entories dynamically can help us fully address our +consumers ’ demand and achieve consumer satisfaction w ithout adversely affecting our liquidity. We +have a strict and effective inventory management system in place to manage our inventories. For details, +see ‘‘Business — Our Supply Chain. ’’ +During the Track Record Period, the aging of our inventories was all within one year. +The following table sets forth inventories turnover days for the years indicated. +For the year ended December 31, +2023 2024 2025 +(days) +Inventories turnover days (1) ....................... 3 2 . 3 2 5 . 1 2 4 . 7 +FINANCIAL INFORMATION +– 212 – + + +--- page 222 --- +Note: +(1) Inventories turnover days are based on the average balance of inventories divided by cost of sales before fair value +adjustments on biological assets plus fair value adjustments on biological assets for the relevant year and multiplied +by the number of days in the relevant year. Average balance is calculated as the average of the beginning balance +and ending balance of a given year. The number of days for the years ended December 31 is 365 days. +Our inventories turnover days decreased from 32.3 days in 2023 to 25.1 days in 2024, primarily +due to our higher sales volume. Our inventories turnover days remained relatively stable at 24.7 days in +2025. +As of April 30, 2026, RMB58.9 million, or 100.0% of our inventories outstanding as of December +31, 2025 had been subseque ntly sold or utilized. +Biological Assets +Our biological assets consist of fish fry, female i mmature sturgeon, female mature sturgeon, and +male sturgeon. Our biological assets are measured at fair value less costs to sell. Neither active market +nor observable market rate and price of each sturgeon species are available for the market participants. +Therefore, the fair value of biological assets is measured according to level 3 of the fair value hierarchy, +based on discounted cashflow technique using significant unobservable inputs. Changes in value are +recognized and classified under ‘‘fair value change on biological assets ’’ in consolidated statement of +comprehensive income. +The biological assets of the Group are farm-raised sturgeons, which are primarily consumable +biological assets that only have one harvest during the life cycle. These sturgeons have a long gonadal +maturation cycle before archiving biological optim al maturity for harvest, normally ranging from 7 to 15 +years depending on different broodstock. Considering the consumable nature of the biological assets +which are typically an integrated part of the normal o perating cycle, the Group classifies the biological +assets as current assets in the consolidated balance sheets. +The following table sets forth the carrying value of our biological assets as of the dates indicated. +For the year ended December 31, +2023 2024 2025 +(RMB in thousands) +F i s hf r y ..................................... 1 4 2 6 2 1 7 7 8 +F e m a l ei m m a t u r es t u r g e o n........................ 8 5 0 , 7 5 5 8 6 8 , 7 3 2 1 , 1 1 1 , 9 4 8 +F e m a l em a t u r es t u r g e o n .......................... 5 3 5 , 5 6 1 6 7 6 , 4 2 1 6 2 6 , 3 0 8 +M a l es t u r g e o n ................................ 2 , 7 8 9 7 , 7 1 9 9 , 7 1 2 +Total ...................................... 1,389,247 1,553,493 1,748,746 +The carrying value of our biological assets in creased from RMB1,389.2 million as of December +31, 2023 to RMB1,553.5 million as of December 31, 2024, and further to RMB1,748.7 million as of +December 31, 2025, primarily due to the increase i n the total number of sturgeons over the years. +For valuation of our biological assets, please see ‘‘ — Biological Assets and Valuation ’’ and Note +20 to the Accountant ’s Report included in Appendix I to this Prospectus. +FINANCIAL INFORMATION +– 213 – + + +--- page 223 --- +Cash and Cash Equivalents +We had cash and cash equivalents of RMB208.0 million, RMB303.6 million and RMB783.6 +million as of December 31, 2023, 2024 and 2025, respectively. For a detailed analysis of our cash flow +during the Track Record Period, see ‘‘ — Liquidity and Capital Resources — Cash Flow Analysis. ’’ +Property, Plant and Equipment +Our property, plant and equipment consist of (i) buildings and structures, (ii) machinery and +equipment, (iii) vehicles, (iv) leasehold im provement, and (v) construction in progress. +The following table sets forth a breakdown of our property, plant and equipment as of the dates +indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +B u i l d i n g sa n ds t r u c t u r e s ......................... 1 5 4 , 6 7 4 2 0 3 , 8 1 3 1 8 9 , 9 9 8 +Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . 49,917 77,923 81,142 +V e h i c l e s .................................... 1 , 3 3 9 2 , 0 4 8 1 , 9 7 9 +L e a s e h o l di m p r o v e m e n t.......................... 5 2 3 4 1 9 7 4 2 +C o n s t r u c t i o ni np r o g r e s s ......................... 4 0 , 6 8 3 8 , 9 7 3 3 8 , 3 1 6 +Total ...................................... 247,136 293,176 312,177 +Our property, plant and equipment increas ed from RMB247.1 million as of December 31, 2023 to +RMB293.2 million as of December 31, 2024 and furth er to RMB312.2 million a s of December 31, 2025, +primarily due to the increases in buildings and struc tures mainly resulting from the capitalization of +assets under construction and facility upgrades at o ur aquaculture bases and processing facilities. +Trade and Notes Payables +Our trade and notes payables consist of (i) trade payables, mainly representing amounts due to +suppliers of biological raw materials and logistics services, and (ii) notes payables. +The following table sets forth a breakdown of our trade and notes payables as of the dates +indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Trade payables: +P a y a b l e sf o rb i o l o g i c a la s s e t s.................... 5 , 5 7 6 2 0 , 0 6 7 2 6 , 6 0 0 +Payables for logistic expenses . . . . . . . . . . . . . . . . . . . 9,998 12,722 11,698 +P a y a b l e sf o ri n v e n t o r i e s ....................... 4 , 6 0 2 3 , 3 6 9 3 , 7 7 3 +O t h e r s .................................... 1 , 3 3 2 1 , 4 2 1 9 5 4 +N o t e sp a y a b l e s................................ 6 8 , 0 0 4 7 0 , 2 0 0 9 0 , 3 0 8 +Total ...................................... 89,512 107,779 133,333 +FINANCIAL INFORMATION +– 214 – + + +--- page 224 --- +Our trade and notes payables increased from RMB89.5 million as of December 31, 2023 to +RMB107.8 million as of December 31, 2024 primarily attributable to the increases in payables for +biological assets, reflecting the increased procurement of sturgeons. Trade and notes payables further +increased to RMB133.3 million as of December 31, 2025, primarily attributable to the increase in notes +payables resulting from procurement of fish feed. +The following table sets forth the aging analysis of our trade and notes payables based on the dates +of when the trade and notes payables are recognized as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +W i t h i n1y e a r ................................. 8 8 , 2 2 5 1 0 7 , 2 5 9 1 2 5 , 1 7 2 +O v e r1y e a r.................................. 1 , 2 8 7 5 2 0 8 , 1 6 1 +Total ...................................... 89,512 107,779 133,333 +The following table sets forth our trade and notes payables turnover days for the years indicated. +For the year ended December 31, +2023 2024 2025 +(days) +Trade and notes payables +turnover days (1) ............................. 1 6 9 . 9 1 5 9 . 5 1 7 7 . 4 +Note: +(1) Trade and notes payables turnover days are based on the average balance of trade and notes payables divided by cost +of sales before fair value adjustments o n biological assets for the relevant ye ar and multiplied by the number of days +in the relevant year. Average balance is calculated as the average of the beginning balance and ending balance of a +given year. The number of days for the years ended December 31 is 365 days. +Our trade and notes payables turnover days remained relatively stable at 169.9 days and 159.5 +days in 2023 and 2024, respectively. Our trade and notes payables turnover days subsequently increased +to 177.4 days in 2025, primarily driv en by an increase in payables relate d to biological assets, reflecting +expanded sturgeon procurement activities. +As of April 30, 2026, RMB76.3 million, or 57.2% o f our trade and notes payables outstanding as +of December 31, 2025 had b een subsequently settled. +Contract Liabilities +Our contract liabilities represent advance payment received from our customers related to our sales +of products. Our contract liabilities increased from RMB10.3 million as of December 31, 2023 to +RMB18.7 million as of December 31, 2024, primarily due to the increased order volume in line with our +business growth. Our contract liabilities remained r elatively stable at RMB18.1 million as of December +25, 2025. +As of April 30, 2026, 50.4% of our contract liabilities as of December 31, 2025 had been +subsequently recognized as revenue. +FINANCIAL INFORMATION +– 215 – + + +--- page 225 --- +Borrowings +Our borrowings, comprising both current and non-current portions, represent long-term and short- +term bank borrowings, which are either secured or guaranteed. During the Track Record Period, these +borrowings were mainly used for sturgeon procurement and other operating expenditure. +The following table sets forth a breakdown of our borrowings as of the dates indicated. +As of December 31, +2023 2024 2025 +(RMB in thousands) +Borrowings included in non-current liabilities: +Secured +L o n g - t e r mb a n kb o r r o w i n g s..................... 1 0 , 0 0 0 5 , 0 0 0 — +Guaranteed +Long-term bank borrowings . . . . . . . . . . . . . . . . . . . . . 45,250 20,000 87,515 +L e s s :c u r r e n tp o r t i o n.......................... ( 1 , 0 0 1 ) ( 1 0 , 3 4 0 ) ( 6 , 0 5 5 ) +S u b t o t a l .................................. 4 4 , 2 4 9 9 , 6 6 0 8 1 , 4 6 0 +Non-current portion ......................... 54,249 14,660 81,460 +Borrowings included in current liabilities: +Secured +S h o r t - t e r mb a n kb o r r o w i n g s..................... —— 120,084 +S u b t o t a l .................................. —— 120,084 +Guaranteed +S h o r t - t e r mb o r r o w i n g s ......................... 3 8 , 1 3 6 — 25,018 +Current portion of long-term bank borrowings . . . . . . . . 1,001 10,340 6,055 +S u b t o t a l .................................. 3 9 , 1 3 7 1 0 , 3 4 0 3 1 , 0 7 3 +Current portion .............................. 39,137 10,340 151,157 +Total ...................................... 93,386 25,000 232,617 +Our borrowings decreased fro m RMB93.4 million as of December 31, 2023 to RMB25.0 million as +of December 31, 2024, primarily due to repayment of bank borrowings upon maturity and partial +prepayment of certain bank borrowings due to our sound cash flow. Our borrowings then increased to +RMB232.6 million as of December 31, 2025, reflec ting the funding arrangements made to optimize +overall capital efficiency, taking into account the pr evailing exchange rate and interest rate conditions +during the year. +Lease Liabilities +Our lease liabilities represent the payment oblig ations on our leases in relation to our leased +properties that are mainly used as our aquaculture bases and office premises. The carrying amount of our +lease liabilities increased from RMB27.5 million as of December 31, 2023 to RMB29.0 million as of +December 31, 2024, and further increased to RMB32.4 million as of December 31, 2025, primarily +driven by the increase in our right-of-use assets. +FINANCIAL INFORMATION +– 216 – + + +--- page 226 --- +LIQUIDITY AND CAPITAL RESOURCES +We have historically funded our cash requireme nts mainly with cash from operating activities, +investing activities and financing activities in a ba lanced manner. After the Global Offering, we intend +to finance our future capital requirements through cash generated from our business operations, the net +proceeds from the Global Offering, and other future equity or debt financings. We currently do not +anticipate any changes to the availa bility of financing to fund our oper ations in the near future. We had +cash and cash equivalents of RMB208.0 million, RMB303.6 million and RMB783.6 million as of +December 31, 2023, 2024 and 2025, respectively. +Cash Flow Analysis +For the year ended December 31, +2023 2024 2025 +(RMB in thousands) +Operating cash flows before changes in working capital . . 347,540 385,482 433,303 +C h a n g e si nw o r k i n gc a p i t a l ..................... ( 4 8 , 8 5 2 ) ( 9 0 , 0 7 2 ) ( 1 0 1 , 4 3 9 ) +I n c o m et a x e sp a i d............................ ( 3 8 , 8 8 4 ) ( 4 2 , 0 1 6 ) ( 6 1 , 5 2 3 ) +Net cash generated from operating activities .......... 259,804 253,394 270,341 +Net cash used in investing activities . . . . . .......... ( 7 5 , 9 3 2 ) ( 5 5 , 3 4 5 ) ( 2 5 , 6 0 1 ) +Net cash (used in)/generated from financi ng activities . . . (98,323 ) (108,796) 230,082 +Net increase in cash and cash equivalents .......... 85,549 89,253 474,822 +Cash and cash equivalents at the beginning of +t h ey e a r ................................. 122,067 207,990 303,633 +Effects of exchange rate changes on cash and cash +e q u i v a l e n t s............................... 3 7 4 6 , 3 9 0 5 , 1 5 8 +Cash and cash equivalents at +t h ee n do ft h ey e a r ......................... 207,990 303,633 783,613 +Net Cash Generated from Operating Activities +Net cash generated from operating activities i n 2025 was RMB270.3 million, which primarily +consisted of profit before tax of RMB434.4 million, adjusted for cer tain non-cash and non-operating +items. Adjustments for such non-cash and non-operatin g items primarily included (i) fair value changes +of biological assets of RMB554.1 million, and (ii) fair value effect transferred to cost of sales of +RMB512.4 million, primarily due to our higher sale s volume. The amount was further adjusted by +changes in working capital, primarily including (i) the increase in biological assets of RMB153.5 +million, primarily due to the increase in the total number of sturgeons, and (ii) the increase in +inventories of RMB15.2 million, as we optimized stock l evels to fulfill an anticip ated seasonal increase +in demand towards the end of the year. +Net cash generated from operating activities i n 2024 was RMB253.4 million, which primarily +consisted of profit before tax of RMB397.6 million, adjusted for cer tain non-cash and non-operating +items. Adjustments for such non-cash and non-operatin g items primarily included (i) fair value changes +of biological assets of RMB509.8 million, and (ii) fair value effect transferred to cost of sales of +RMB463.2 million, primarily due to our higher sale s volume. The amount was further adjusted by +FINANCIAL INFORMATION +– 217 – + + +--- page 227 --- +changes in working capital, primarily including (i) the increase in biological assets of RMB117.7 +million, primarily due to the increase in the total number of sturgeons, and (ii) the increase in trade +receivables of RMB10.4 million, primarily due to th e increase in sales in line with our business growth. +Net cash generated from operating activities i n 2023 was RMB259.8 million, which primarily +consisted of profit before tax of RMB331.8 million, adjusted for cer tain non-cash and non-operating +items. Adjustments for such non-cash and non-operatin g items primarily included (i) fair value changes +of biological assets of RMB455.4 million, and (ii) fair value effect transferred to cost of sales of +RMB396.9 million, primarily due to our higher sale s volume. The amount was further adjusted by +changes in working capital, primarily including (i) the increase in biological assets of RMB47.4 million, +primarily due to the increase in the total number o f sturgeons, (ii) the increase in trade and notes +payables of RMB18.3 million, mainly relating to o ur increased purchases from feed suppliers who +settled transactions with us through notes, and ( iii) the increase in trade receivables of RMB14.5 +million, primarily due to the increase in sales in line with our business growth. +Net Cash Used in Investing Activities +Net cash used in investing activities in 2025 was RM B25.6 million, which primarily consisted of +(i) purchase of wealth management products RMB 114.5 million to enhance capital efficiency, and (ii) +purchases of and prepayment for property, plant and equipment and other long-term assets of RMB58.2 +million, primarily due to our increased investment in our aquaculture and pro cessing bases; partially +offset by proceeds from disposal of wealth management products of RMB116.0 million. +Net cash used in investing activities in 2024 was RM B55.3 million, which primarily consisted of +(i) purchases of and prepayment for property, plant and equipment and other long-term assets of +RMB81.6 million, primarily due to our increased inve stment in our aquaculture and processing bases, +and (ii) purchase of wealth management products of RMB23.5 million to enhance capital efficiency; +partially offset by proceeds from disposal of w ealth management produ cts of RMB23.8 million. +Net cash used in investing activities in 2023 was RM B75.9 million, which primarily consisted of +(i) purchase of derivative financial instrume nt of RMB157.3 million, and (ii) purchases of and +prepayment for property, plant and equipment and other long-term assets of RMB72.1 million, primarily +due to our increased investment in our aquaculture and processing bases; partially offset by proceeds +from disposal of derivative finan cial instrument of RMB146.6 million. +Net Cash (Used in)/Generated from Financing Activities +Net cash generated from financing activities i n 2025 was RMB230.1 million, which primarily +consisted of (i) proceeds from borrowings of RMB38 4.5 million and (ii) borrowings from third parties +of RMB150.0 million; partially offset by (i) repay ments of borrowings of RMB177.0 million upon +maturity and due to our sound cash flow, a nd (ii) dividend paid of RMB137.8 million. +Net cash used in financing activities in 2024 was R MB108.8 million, which primarily consisted of +(i) repayments of borrowings of RMB147.4 million upon maturity and due to our sound cash flow, and +(ii) acquisition of non-controlling interests of RMB28.0 million; partially offset by proceeds from +borrowings of RMB79.0 million. +FINANCIAL INFORMATION +– 218 – + + +--- page 228 --- +Net cash used in financing activities in 2023 was RMB98.3 million, which primarily consisted of +(i) repayments of borrowings of RMB154.9 million upon maturity and due to our sound cash flow, (ii) +dividend paid of RMB97.9 million, and (iii) acquis ition of non-controlling interests of RMB33.0 +million; partially offset by (i) p roceeds from borrowings of RMB11 4.5 million, and (ii) redemption of +deposits pledged for borro wings of RMB41.8 million. +INDEBTEDNESS +The following table sets forth our indebtedness as of the dates indicated: +As of December 31, As of April 30, +2023 2024 2025 2026 +(RMB in thousands) +(unaudited) +Current liabilities +B o r r o w i n g s .................. 3 9 , 1 3 7 1 0 , 3 4 0 1 5 1 , 1 5 7 1 3 6 , 6 2 3 +Lease liabilities . . . . . . . . ........ 1 , 8 1 6 1 , 4 6 2 5 , 5 6 8 4 , 8 1 2 +Non-current liabilities +B o r r o w i n g s .................. 5 4 , 2 4 9 1 4 , 6 6 0 8 1 , 4 6 0 7 1 , 3 3 7 +O t h e rp a y a b l e s ................ —— 150,617 151,114 +Lease liabilities . . . . . . . . ........ 2 5 , 6 3 6 2 7 , 5 3 8 2 6 , 8 5 1 2 4 , 6 9 5 +Total ....................... 120,838 54,000 415,653 388,581 +Borrowings +For details of our borrowings during the Track Record Period, see ‘‘ — Discussion of Certain Key +Items from Our Consolidated Statements of Financial Position — Borrowings. ’’ As of April 30, 2026, +the carrying amount of our borrowi ngs amounted to R MB208.0 million. +Other Payables +Our other payables represent borrowings from a third party to be repaid. As of April 30, 2026, the +carrying amount of our other payab les amounted to RMB151.1 million. +Lease Liabilities +For details of our lease liabilities during the Track Record Period, see ‘‘ — Discussion of Certain +Key Items from Our Consolidated St atements of Financial Position — Lease Liabilities. ’’ As of April +30, 2026, the carrying amount of our leas e liabilities amounted to RMB29.5 million. +Our Directors confirm that as of the Latest Practi cable Date, the agreements under our borrowings +did not contain any covenant that would have a material adverse effect on our ability to make additional +borrowings or issue debt or equity se curities in the future. Our Directors further confirm that we had no +defaults in bank borrowings, nor did we breach any covenants (that were not waived) during the Track +Record Period and up to the Latest Practicable Date. As of April 30, 2 026, our unutilized bank facilities +amounted to RMB570.8 million. Our D irectors further confirm that dur ing the Track Record Period and +up to the Latest Practicable Date, we did not experi ence any material difficulties in obtaining credit +FINANCIAL INFORMATION +– 219 – + + +--- page 229 --- +facilities, or withdrawal of facilities or requests for early repayment. Our Directors confirm that there +has not been any material change in our indebtedness since April 30, 2026 and up to the date of this +Prospectus. +Saved as otherwise disclosed under sections headed ‘‘ — Indebtedness ’’ and ‘‘ — Contractual +Obligations, ’’ as of April 30, 2026, being the latest practicable date for determining our indebtedness, +we did not have any other loan issued and outstanding or any loan agreed to be issued, bank overdrafts, +loans and other similar indebtedness, liabilities under accepta nces or acceptance credits or hire purchase +commitments, debentures, mortgages, charges, gu arantees or other material contingent liabilities. +CONTINGENT LIABILITIES +During the Track Record Period and up to the Latest Practicable Date, we did not have any +material contingent liabilities. +CAPITAL EXPENDITURES +Our historical capital expenditures primarily included purchases of and prepayment for property, +plant and equipment and other long-term assets. The following table sets forth our capital expenditures +for the years indicated. +For the year ended December 31, +2023 2024 2025 +(RMB in thousands) +Purchases of and prepayment for property, plant +and equipment and other long-term assets . . . 72,087 81,586 58,189 +We will continue to make capital expenditure s to meet the expected growth of our business and +our expansion plan. See ‘‘Future Plans and Use of Proceeds — Use of Proceeds. ’’ We intend to fund our +future capital expenditures with financial resources av ailable to us, including our existing cash balance, +cash generated from our operation activitie s, and net proceeds from the Global Offering. +CONTRACTUAL OBLIGATIONS +Capital Commitments +Our capital commitments mainly represent capital expenditure in respect of the acquisition of +property, plant and equipment as well as intangible a ssets contracted for but no t recognized as liabilities +in the historical financial information. The follo wing table sets forth our capital commitments for the +years indicated. +For the year ended December 31 +2023 2024 2025 +(RMB in thousands) +P r o p e r t y ,p l a n ta n de q u i p m e n t............. 2 4 , 5 4 8 4 , 9 8 5 3 7 , 8 5 5 +I n t a n g i b l ea s s e t s ...................... 3 7 0 — 507 +Total .............................. 24,918 4,985 38,362 +FINANCIAL INFORMATION +– 220 – + + +--- page 230 --- +Non-cancelable operating lease +Our non-cancelable operating lease primarily rela tes to office premises. The following table sets +forth our non-cancelable operating lease for the years indicated. +For the year ended December 31, +2023 2024 2025 +(RMB in thousands) +W i t h i n1y e a r ........................ 5 0 0 — 162 +KEY FINANCIAL RATIOS +The following table sets forth certain of our k ey financial ratios for the years indicated. +For the year ended December 31, +2023 2024 2025 +Current ratio (1) ....................... 6 . 3 7 . 5 5 . 7 +Quick ratio (2) ........................ 6 . 1 7 . 4 5 . 6 +N e tp r o f i tm a r g i n ..................... 4 7 . 3 % 4 8 . 4 % 4 7 . 5 % +Return on total asset +(3) .................. 1 4 . 3 % 1 4 . 8 % 1 3 . 6 % +Return on equity (4) .................... 1 9 . 5 % 1 9 . 4 % 1 8 . 5 % +Note: +(1) Calculated by current assets as of the end of the year divided by current liabilities as of the end of the same year. +Our biological assets are farm-raised sturgeons, which have a long gonadal maturation cycle of approximately seven +to fifteen years, depending on the broodstock, before reaching biological optimal maturity for harvest. These +sturgeons are consumable biological assets that only have one harvest during their life cycle. Considering their +consumable nature which are typically an integrated part of the normal operating cycle, they are classified as current +assets. +(2) Calculated by current assets as of the end of the year less inventories as of the end of the same year divided by +current liabilities as of the end of the same year. +(3) Calculated by net profit of the respective year divided b y the arithmetic mean of the opening and closing balances of +total assets and multiplied by 100%. +(4) Calculated by profit for the year div ided by the average of the beginning and ending balances of total equity for the +same year and multiplied by 100%. +RELATED PARTY TRANSACTIONS +We enter into transactions with our related par ties from time to time. During the Track Record +Period, certain of our borrowings, notes payables and performance bonds were secured by guarantees +provided by related parties, which have been released before May 20, 2026, except for the guarantee +provided by Mr. Han Lei for a borrowing obtained by Hangzhou Xunlongren, as disclosed in Note 28(b) +and 34(v) to the Accountant ’s Report included in Appendix I to this Prospectus. Such guarantee is +expected to remain in place before Listing and will be released upon repayment of the relevant +borrowing. For details of our significant related party transactions, see Note 34 to the Accountant ’s +Report included in Appendix I to this Prospectus. +Our Directors are of the view that each of the signi ficant related party transactions set out in Note +34 to the Accountant ’s Report included in Appendix I to this Prospectus was conducted in the ordinary +course of business on an arm ’s length basis and with normal commercial terms between the relevant +FINANCIAL INFORMATION +– 221 – + + +--- page 231 --- +parties. Our Directors are also of the view that our re lated party transactions during the Track Record +Period would not distort our track record results or cause our historical results to become non-reflective +of our future performance. +BIOLOGICAL ASSETS AND VALUATION +The carrying value of our biological assets in creased from RMB1,389.2 million as of December +31, 2023 to RMB1,553.5 million as of December 31, 2024, and further to RMB1,748.7 million as of +December 31, 2025, primarily due to the increase in the total number of sturgeons over the years. For +details of the carrying value of our biological assets, see ‘‘ — Discussion of Certain Key Items from Our +Consolidated Statements of Financial Position — Biological Asset ’’ in this section. +The following table sets forth the volume of our biological assets as of the dates indicated: +For the year ended December 31, +2023 2024 2025 +(Number of sturgeons) +F i s hf r y................................ 7 8 , 1 3 7 9 2 , 6 2 8 5 2 , 9 5 7 (1) +F e m a l ei m m a t u r es t u r g e o n ................... 7 2 1 , 7 7 6 8 1 0 , 5 2 7 8 1 5 , 9 1 9 +F e m a l em a t u r es t u r g e o n..................... 1 5 7 , 6 5 6 1 8 7 , 2 1 6 2 0 1 , 6 4 4 +M a l es t u r g e o n ............................ 1 6 , 3 4 5 9 2 , 3 6 4 1 5 2 , 4 0 9 +Total ................................. 973,914 1,182,735 1,222,929 +Note: +(1) Containing female only as we completed sex identification in 2025. +Information About the Independent Valuer of Our Biological Assets +We have engaged AVISTA Asset Appraisal (Beijing) Co., Ltd ( ‘‘AVISTA ’’), an independent +valuer, to determine the fair value of our biological assets (excluding fish fry) as of December 31, 2023, +2024 and 2025 (the ‘‘Valuation Date(s) ’’), respectively. The key valuer of the AVISTA team is Ms. +Zhong Jie. Ms. Zhong Jie, is a partner of AVISTA, a nd is a certified public valuer and member of the +Royal Institution of Chartered Surveyors. She has over 20 years of experience in valuation and corporate +transaction consulting. She provides a wide range of valuation services to numerous companies across +various industries in Chinese mainland, Hong Kong and internationally. She has also undertaken +valuation work for multiple Hong Kong-listed companies as well as private companies, for transaction or +financial reporting purposes. AVISTA has engaged Professor Yang Huizan, an independent industry +expert, to assist with the valuation. Professor Yan g mainly evaluates the breeding environment and +reasonableness of key parameters adopted in valua tion. He verifies the suitability of the parameters +provided by us, including, among other things, mortality rate, gonad maturation period, and body +weight, based on relevant industry literature an d his extensive aquaculture industry experience. +Professor Yang is a senior expert in the aquacu lture industry with over 15 years of professional +experience. He has received several important scientific and technological awards in fisheries. He also +owns a number of invention patents related to seed p roduction, selective breeding and aquaculture of +aquatic products, and has published several representative works on fish selective breeding and growth +performance analysis. Professor Yang holds a doctoral degree and is a Guangxi High-Level Talent (Tier +D), a candidate for the Second Tier of Guangxi ’s ‘‘Ten-Thousand-Talent Project ’’, a Guangxi Young +Distinguished Expert and a visiting scholar under the Organization Depar tment of the CPC Central +Committee ’s ‘‘Western Light ’’ Program. He also serves as an off-campus supervisor at Hunan Normal +University, Hainan University, and Guangxi Univers ity for Nationalities. His m ain research focus is on +aquatic animal breeding. +FINANCIAL INFORMATION +– 222 – + + +--- page 232 --- +In view of Professor Yang ’s expertise and past experience, AVISTA confirms and accepts the +opinions provided by Professor Yang Huizan and deems them reasonable. +Based on the above, in particular each of their market reputation and our relevant background +research, our Directors and the Joint Sponsors are satisfied that each of AVISTA and Professor Yang +Huizan is independent from us and is competent in conducting a valuation on our biological assets. +Valuation Methodology +The following valuation methods were adopted: +Fish Fry +Fish fry, generally under one year old, are recognized at accumulated costs, which is +considered the best estimate of fair value because of relatively low unit value and little biological +transformation and instability for breeding. +Sturgeon +For sturgeons, generally above (and include) one year old, the fair value is calculated by +applying market approach for male sturgeon, and income approach — multi-period excess earnings +method for female sturgeon. +Male Sturgeon +The fair value of male sturgeon is realized by harvesting the sturgeons to obtain sturgeon +meat. Since the selling price of sturgeon meat on the Valuation Date(s) is available and the value +realization cycle of male sturgeon is very shor t, the fair value of male sturgeon is therefore +determined by subtracting co rresponding costs and expenses to sales from the expected selling +price of the sturgeon meat. +Female Sturgeon +Due to variations in factors such as age, ge nder, weight, and harvest quantities across +different species, there is no active third-party tr ading market for female sturgeons. Additionally, +considering the lengthy period required before f emale sturgeons reach spa wning capability, the fair +value of female sturgeons is assessed using the income approach. For the valuation of female +sturgeons, asset groups are initially categorized by s pecies and age cohort until biological maturity +is reached. According to CIC, biological maturity is determined by reaching gonadal development +stage IV or above, with the roe reaching species-specific mature size thresholds, typically ranging +from 2.8 to 3.0 millimeters or above. For each speci es of sturgeon, the ave rage maturity age for +reaching gonadal development IV and the mature roe size thresholds are different. See ‘‘Business +— Our Brands and Products — Core Product: Caviar ’’ for details. Upon reaching maturity, age- +based stratification is no longer applied given the s table characteristics of mature individuals, and +all mature individuals of a given species are consolidated into a single class. Each distinct +classification constitutes a separate asset group. +The cash flow projection for asset groups is as follows: +Growth stage: considering that no caviar sales revenue has been generated at this stage, cash +flows primarily consist of cash outflows, including, among other things, feeding costs, and +contributory assets charges, including net working capital, property, plant and equipment, right-of- +use assets, intangible assets, and workforce (collectively, the ‘‘Contributory Asset Charges ’’), +based on the expected cost to harvest and market required return rate of contributory assets. +FINANCIAL INFORMATION +– 223 – + + +--- page 233 --- +Mature stage: cash inflows comprise projected sales revenue from harvested sturgeons, +estimated primarily based on the estimated quantities and timing of sturgeons to be harvested and +the expected selling price. Cash outflows consist of , among other things, feeding cost, processing +costs, and transportation costs, and the Contributory Asset Charges. +Key Assumptions and Inputs +The key inputs and assumptions include the following: +Discount Rate +A discount must be made for the time value of the tied-up capital linked to the shares of the +present value of the cash flow allocated to the bi omass. The discount rate is determined by taking +the weighted average cost of capital (WACC) and adding a premium for biological transformation +risk. This premium captures the uncertainty surrounding the remaining time to harvest, as well as +volatility in volume, costs and price. The risk adju stment reflects the price discount a hypothetical +market participates would demand as compensa tion for the risk assumed by investing in live fish +rather than a different object. +As of December 31, +2023 2024 2025 +I m m a t u r es t u r g e o n.................................... 1 2 . 2 3 % 1 2 . 3 0 % 1 1 . 1 8 % +M a t u r es t u r g e o n ..................................... 1 1 . 2 3 % 1 1 . 3 0 % 1 0 . 1 8 % +Quantities and timing of sturgeons to be harvested +The quantities and timing of sturgeons to be harvested are estimated according to the +biologically optimal maturity for harvest and h arvest demand. We estimate the increase rate of +sales volume according to the historical increase rate of sales volume in the most recent year as +well as the estimation of future market demand. We further calculate the quantities of sturgeons to +be harvested according to our best estimation and average historical yield of caviar or sturgeon +products produced from each sturgeon in the past few years. Given the stable physiological +characteristics and our long-standing operations, historical yields serve as an appropriate reference +for forecasting. +Estimated increase rate of sales volume +As of December 31, +2023 2024 2025 +H y b r i ds t u r g e o n ................................ 3 % ~ 1 5 % 1 0 % ~ 1 5 % 1 0 % ~ 1 5 % +R u s s i a ns t u r g e o n ................................ 1 0 % ~ 1 8 % 1 0 % ~ 1 5 % 1 0 % +Kaluga sturgeon +(1) ............................... –13%~5% –5%~0% 0%~50% +B e l u g as t u r g e o n ................................ –19%~10% 5%~10% 5% +Other sturgeon (2) ................................ –12%~242% 10%~258% 10%~309% +Notes: +(1) From 2023 to 2025, we maintained approximately 7,000 Kaluga sturgeons, though this was not a core caviar +product. During 2023 and 2024, limited overseas recognition of Kaluga sturgeon caviar led us to expect only +minor fluctuations in future sales. In 2025, we planned to increase our marketing efforts for this product. +Given its historically low sales volume base, even a modest volume increase should yield strong growth +increase rate. +(2) For other sturgeon, limited mature inventory height ened demand sensitivity, resu lting in substantial growth +rate fluctuations. +FINANCIAL INFORMATION +– 224 – + + +--- page 234 --- +Expected selling price +The selling prices are estimated based on the projection of selling price for each series of +caviar or sturgeon products at the point of harvest based on assessment using historical data in the +past few years and our best estimates of future market development based on current market +composition and market share. +The expected selling price of caviar +As of December 31, +2023 2024 2025 +(RMB/kg) +H y b r i ds t u r g e o nc a v i a r ........................... 2 , 1 9 3 2 , 1 7 7 2 , 3 2 8 +R u s s i a ns t u r g e o nc a v i a r........................... 2 , 1 5 2 2 , 1 4 7 2 , 1 7 4 +K a l u g ac a v i a r.................................. 3 , 7 5 2 3 , 7 6 8 3 , 7 0 3 +B e l u g ac a v i a r.................................. 7 , 1 6 1 7 , 1 5 7 7 , 2 8 1 +O t h e rs t u r g e o nc a v i a r ............................ 2 , 0 0 0 ~ 2 , 8 6 6 2 , 0 0 0 ~ 2 , 8 6 6 2 , 0 0 0 ~ 2 , 8 6 6 +Expected cost to harvest +The expected costs required to feed sturgeons since the Valuation Date(s) until completion of +harvesting were incorporated and were estimated based on the historical average costs. The +expected costs include feeding cost, proc essing costs, transportation costs, etc. +Expected mortality rate +As there is the probability that sturgeons might be dead due to diseases, epidemics, accidents +or natural forces during rearing cycle, the morta lity since the Valuation Date(s) until completion of +harvesting has been taken into consideration. Th e expected mortality rate for sturgeon was with +reference to the historical actual mortality rate. +Other assumptions +For the purposes of the valuation, AVISTA ass umed that all proposed facilities and systems +will be operated efficiently and have suffici ent capacity for future expansion. AVISTA also +assumed that the historical trend and data will be maintained and there will be no material change +in the existing political, legal, technological, fiscal or economic condi tion that may adversely +affect the business of our Group. +AVISTA confirmed that they have conducted their valuation in accordance with International +Financial Reporting Standards 13 and International Accounting Standards 41 issued by the IASB +and with reference to the Basic Sta ndards for Asset Appraisal issued by the Ministry of Finance of +the People ’s Republic of China. AVISTA planned and performed the valuation so as to obtain all +the information and explanations that it considered necessary in order to provide them with +sufficient evidence to express their opinion on the subject asset. AVISTA is of the opinion that the +valuation procedures we employed provide a reasonable basis for their opinion. For further details +of the fair value measurement of biological asse ts, particularly the fair value estimation, the +valuation techniques and key inputs are disclosed in Note 20 to the Accountant ’s Report set out in +Appendix I to this Prospectus. The Reporting Accountant ’s opinion on the historical financial +information of our Group for the Track Reco rd Period as a whole is set out on page I-2 of +Appendix I to this Prospectus. Based on the fore going, our Directors are satisfied that the +FINANCIAL INFORMATION +– 225 – + + +--- page 235 --- +valuation techniques methodology and major inputs used in the valuation of our biological assets +are appropriate and reasonable, and the components of material cash flows used in the fair value +measurement are consistent with market factors and assumptions used in the measurement. +Sensitivity Analysis +Management performed the sensitivity analysis based on changes in th e abovementioned key +assumptions. Had the estimated key assumptions been changed as below, the change in the fair value of +biological assets would have been as below: +As of December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Discount rate decrease/(increase) by 1% . . . . . . . . . . . . . . 60,481/(56,279) 70,084/(65,167) 81,288/(75,353) +Estimated increase rate for sales volume increase/(decrease) +b y5 % .................................... 2 2 , 4 9 5 / ( 2 5 , 5 4 2 ) 3 1 , 2 0 0 / ( 3 3 , 4 4 3 ) 4 3 , 6 2 1 / ( 4 5 , 0 8 0 ) +The expected selling price of caviar increase/(decrease) +by 5% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117,743/(117,782) 134,249/(134,254) 151,969/(151,971) +Stock Take and Internal Control +Stock Take +We have established a standardized stock-taking protocol for all our aquaculture bases, covering +both regular and periodic stock takes to ensure the physical existence of our biological assets and the +accuracy of relevant data. Each aquaculture base conducts a full stock take of biological assets annually +to verify key information such as sp ecies, quantity, gender a nd health conditions, which are accurately +recorded in our information management system, and submits the corresponding stock-taking report to +the management. +Our annual stock take is organized by the deputy general manager responsible for performance +assessment and carried out at year-end by a working group comprising personnel from our production +department, internal control cente r, quality control department and finance department. The procedures +mainly include preparing a stock-taking plan, issuin g stock-taking notices, conducting on-site stock +takes and expert sampling inspections, obtaining expert appraisal opinions, and making accounting +adjustments for any identified dis crepancies. To ensure reliability, t he year-end stock take is conducted +on a static and comprehensive basis. We provide training to intermediaries and external supervisors on +stock-taking methods and sturgeon identification, inspect monitoring equipment in advance to ensure the +full process is recorded, retain relevant video records for six years, and implement anti-fraud measures. +Any discrepancies identified are adjusted in our a quaculture information system based on the actual +stock-taking results. +Internal Control and Management System +We have devised a comprehensive policy for biological asset management. Our biological asset +management policy covers among other things, the relevant accounting policies, transferring among age +groups, purchase and disposal of biological assets, b reeding, record keeping a nd stock take. To facilitate +the implementation of our biological asset management policy, we employ AI-powered tracking system, +biological asset system and inventory system developed by third-party developers, in collaboration with +the accounting system, to keep comprehensive record of biological assets. +FINANCIAL INFORMATION +– 226 – + + +--- page 236 --- +The Joint Sponsors have reviewed and considered the qualifications and relevant valuation +experience of AVISTA and its professional valuers, and held various discussions with AVISTA in +relation to its valuation procedures, valuation b ases and assumptions, valuation techniques and +information required to prepare the valuation repor t of the biological assets to better understand the +valuation process. In addition, the Joint Sponsor s discussed with our management with respect to the +techniques chosen and the inputs used in the valuations. The Joint Sponsors further compared the +valuation techniques chosen, bases and assumptio ns of the valuation with those used in other similar +transactions and market practice. Given the above, the Joint Sponsors are satisfied that the valuation +techniques methodology and major inputs used in the valuation of our biological assets are appropriate +and reasonable, and the components of material cash flows used in the fair value measurement are +consistent with market factors and a ssumptions used in the measurement. +OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS +As of the Latest Practicable Date, we had not entered into any financial guarantees or other +commitments to guarantee the paymen t obligations of any third parties. +FINANCIAL RISKS DISCLOSURE +Our activities expose us to a variety of financial risks, namely market risk (including foreign +exchange risk, price risk, and cash flow and fair value interest rate risk), credit risk, liquidity risk and +environment and climate-related risk. Our overall risk management focuses o n the unpredictability of +financial markets and seeks to minimize potential adverse effects on our financial performance. Our +management manages and monitors these exposures to ensure appropriate measures are implemented in a +timely and effective manner. For details of our fina ncial risks and the policies on how to mitigate these +risks, please refer to Note 3 to the Accountants ’ Report included in Appendix I to this Prospectus. +DIVIDENDS +Our Company declared dividends of RMB81.6 million, nil and RMB135.4 million in 2023, 2024 +and 2025, respectively. As of the Latest Practicable Date, all of such dividends declared during the +Track Record Period had been settled in full. In Ap ril 2026, as approved at our Shareholders ’ general +meeting held on April 7, 2026, we declared a dividend of RMB138.8 million to our existing +Shareholders, which had been paid in full as of the Latest Practicable Date. See Note 25 to the +Accountant ’s Report in Appendix I to this Prospectus for details. +Pursuant to our Articles of Association, our Board may declare dividends in the future after taking +into account our results of operations, financial c ondition, cash requirements and availability and other +factors as it may deem relevant at such time. As of th e Latest Practicable Date, we did not have a formal +dividend policy or a fixed dividend distribution r atio. Any declaration and payment as well as the +amount of dividends will be subject to our constitu tional documents, applicable PRC Law and approval +by our Shareholders. +We may provide our Shareholders with interi m or annual dividends as the Board deems +appropriate, subject to the discretion of our Direct ors in accordance with our A rticles of Association and +the applicable laws and regulations in the PRC and Hong Kong. +Our future declarations of dividends may not be in line with our historical declaration of dividends +and will be subject to the approval of our Shareholders. +FINANCIAL INFORMATION +– 227 – + + +--- page 237 --- +WORKING CAPITAL SUFFICIENCY +Taking into account the financial resources available to us, including our cash and cash equivalents +on hand, operating cash flows, available financ ing facilities, and the estimated net proceeds from the +Global Offering, our Directors are of the view that we have sufficient working capital to meet our +present requirements and for at least the next 12 months from the date of this Prospectus. +DISTRIBUTABLE RESERVES +As of December 31, 2025, our retained earnings am ounted to RMB1,558.3 million. It represented +our distributable reserves as of the same date accord ing to our Articles of Association and the applicable +laws and regulations in the PRC. +LISTING EXPENSES +Our listing expenses mainly include (i) underwr iting-related expenses, such as underwriting fees +and commissions, and (ii) non-underwriting-related expenses, comprising professional fees paid to our +legal advisors and Reporting Accountant for their se rvices rendered in relation to the Listing and the +Global Offering, and other fees and expenses. Assuming full payment of the discretionary incentive fee, +the estimated total listing expenses (based on the Offer Price of HK$75.50 and assuming that the Over- +allotment Option is not exercised) for the Global Offering are approximately HK$86.9 million, +accounting for approximately of 7.0% of our gros s proceeds. Among such estimated total listing +expenses, we expect to pay underwriting-related exp enses of HK$45.5 million, professional fees for our +legal advisors and Reporting Accountant of HK$29 .9 million and other fees and expenses of HK$11.5 +million. An estimated amount of HK $40.8 million for our listing expenses , accounting for approximately +3.3% of our gross proceeds, is expected to be expensed through the statement of profit or loss and the +remaining amount of HK$46.0 mi llion is expected to be recognized directly as a deduction from equity +upon the Listing. +NO MATERIAL ADVERSE CHANGE +Our Directors have confirmed that, up to the date of this Prospectus, there has been no material +adverse change in our financial, ope rational or trading position, inde btedness, contingent liabilities or +prospects since December 31, 2025, being the end date of our latest audited financial statements, and +there has been no event since December 31, 2025 that would materially affect the information shown in +the Accountant ’s Report set out in Appendix I. +DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES +Our Directors confirm that, except for the amou nts due from related parties as disclosed in this +section, as of the Latest Practicable Date, there are n o circumstances that would give rise to a disclosure +requirement under Rules 13.13 to 13.19 of the Listing Rules. +UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS +See ‘‘Unaudited Pro Forma Financial Information ’’ in Appendix II to this Prospectus for details. +FINANCIAL INFORMATION +– 228 – + + +--- page 238 --- +OVERVIEW +Upon Listing, transaction(s) between members of our Group and our connected person(s) will +constitute continuing connected transaction(s) of ou r Company under Chapter 14A of the Listing Rules. +OUR CONNECTED PERSON +We have entered into a transaction with the fol lowing connected person, which will constitute our +continuing connected upon Listing: +Connected Person Connected Relationship +Mr. HAN Lei Our executive Director +FULLY EXEMPT CONTINUING CONNECTED TRANSACTIONS +Guarantee from Mr. Han Lei +Hangzhou Xunlongren has previously obtained a long-term bank borrowing for an amount of +RMB12,460,200 on September 30, 2025, which was designated to be used for capital contribution to +Hangzhou Xunlongren for allocation to the relevant incentive employees. Mr. Han Lei, who is our +executive Director and is therefore a connected pe rson of our Company, has provided an unconditional +and irrevocable guarantee for the said bank borrowing. No commission was payable by us and no +security had been provided over the assets of any member of our Group in relation to the guarantee. For +details, please refer to Note 28 (b) and 34(v) to the Accountant ’s Report included in Appendix I to this +Prospectus. +Our Directors are of the view that the aforementioned guarantee, being a form of financial +assistance provided by a connected person for our benefit, has been conducted on normal commercial +terms or better where no security over our assets was granted in respect of such financial assistance +provided by Mr. Han Lei. Accordingly, such guarantee would, upon Listing, be fully exempt from the +reporting, announcement annual review and independent shareholders ’ approval requirements pursuant to +Rule 14A.90 of the Listing Rules. +CONNECTED TRANSACTIONS +– 229 – + + +--- page 239 --- +BOARD OF DIRECTORS +Upon the Listing, our Board of Directors will comp rise nine Directors, including four executive +Directors, two non-executive Directors and three i ndependent non-executive Directors. The following +table sets out certain information in respect of our Directors. +Name Age Position/Title +Date of +appointment +as a Director +Date of +joining our +Group Role and responsibility +Executive Directors +Mr. WANG Bin +(王斌) .......... +56 Chairman of the Board, +executive Director and +general manager +April 2003 April 2003 Managing the operations of our +Board, overall strategic +planning, presiding over the +work of our Board and +business direction, and risk +management of our Group +Mr. XIA Yongtao +(夏永濤) ........ +51 Executive Director and +executive deputy +general manager +April 2010 April 2005 Overall strategic planning, +business direction and is +responsible for the operations +of the domestic sales and +marketing department +Mr. HAN Lei +(韓磊) .......... +45 Executive Director and +deputy general manager +March 2021 May 2005 Overseeing the overall strategic +planning of our Group and is +responsible for the operations +of the international sales +department +Mr. WANG Zhigang +(王志剛) ........ +46 Executive Director and +employee +representative Director +April 2023 April 2013 Overseeing management +decision-making of our +Group and is responsible for +the operations of the +international sales business +Non-executive Directors +Mr. DONG Zhendong +(董振東) ........ +50 Non-executive Director +and vice chairman of +the Board +September 2025 September 2025 Participating in evaluation and +approval of business plans, +strategies and major +decisions of our Group +Mr. KONG Deren +(孔德仁) ........ +44 Non-executive Director March 2025 March 2025 Participating in evaluation and +approval of business plans, +strategies and major +decisions of our Group +Independent non-executive Directors +Dr. SUN Song +(孫松) .......... +66 Independent non-executive +Director +April 2023 April 2023 Providing independent opinion +and judgment to our Board +Ms. SONG Xiumei +(宋秀梅) ........ +56 Independent non-executive +Director +September 2025 September 2025 Providing independent opinion +and judgment to our Board +Ms. FAN Xinpeng +(范新鵬) ........ +47 Independent non-executive +Director +September 2025 September 2025 Providing independent opinion +and judgment to our Board +DIRECTORS AND SENIOR MANAGEMENT +– 230 – + + +--- page 240 --- +Executive Directors +Mr. WANG Bin ( 王斌), aged 56, is the chairman of our Board, an executive Director and the +general manager of our Company and is primarily responsible for managing the operations of our Board, +overall strategic planning, presiding over the work of our Board and business direction, and risk +management of our Group. Mr. Wang was re-designated as an executive Director in September 2025. +Mr. Wang has more than 30 years of working, research and management experience in the +aquaculture industry. Mr. Wang founded our Group in April 2003 and has been working in our +Company and certain subsidiaries of our Company, including Chunan Qiandao Lake Sturgeon Import +and Export Co., Ltd. ( 淳安千島湖鱘龍進出口有限公司) since May 2008, where he has been working as +a director and the legal representative; Quzhou Sturgeon Aquatic Food Technology Development Co., +Ltd. ( 衢州鱘龍水產食品科技開發有限公司) since November 2010, where he has been working as a +director, the general manager and the legal representative; and Sichuan Kalujia Technology +Development Co., Ltd. ( 四川卡露伽科技發展有限公司) since December 2021, where he has been +working as an executive director and the legal representative. +Prior to joining our Group, Mr. Wang successively served various roles at the Chinese Academy of +Fishery Sciences ( 中國水產科學研究院), including as an officer of the p ersonnel division and deputy +officer of the development division from July 1992 to April 2003, and the general manager of the +sturgeon breeding technology engineering center from April 1998 to April 2003. +Mr. Wang received his bachelor ’s degree in aquaculture from Dalian Ocean University ( 大連海洋 +大學) (formerly known as Dalian Fishery College ( 大連水產學院)) in the PRC in July 1992. Mr. Wang +was appointed as a council member of the 11th Council of the China Society of Fisheries ( 中國水產學 +會) in November 2022, and has served as the vice chairman of the National Cold-Water Fish Industry +Technology Innovation S trategic Alliance ( 全國冷水性魚類產業技術創新戰略聯盟) since October +2016. Mr. Wang has concurrently been serving a s the standing committee member of the First +Committee of the Agricultural Industry Branch of t he China Association of Agricultural Science +Societies ( 中國農學會農業產業分會第一届委員會) since November 2025. +Mr. XIA Yongtao ( 夏永濤), aged 51, is an executive Director and the executive deputy general +manager of our Company and is primarily responsible fo r overall strategic planni ng, business direction +and is responsible for the operational management of the domestic sales and marketing department. Mr. +Xia was appointed as a Director in April 2010 and was re-designated as an executive Director in +September 2025. +Mr. Xia has more than 25 years of working, research and management experience in the +aquaculture industry. After joining our Group in April 2005, Mr. Xia consecutively served as a deputy +general manager and executive deputy general manager of our Company. Mr. Xia is also currently +serving in various mana gement positions in certain subsidia ries of our Company, including Chunan +Qiandao Lake Sturgeon Import and Export Co., Ltd. ( 淳安千島湖鱘龍進出口有限公司) from July 2014, +where he has been working as a director; Liaoning Xunlong Technology Development Co., Ltd. ( 遼寧鱘 +龍科技發展有限公司) from April 2020, where he has been working as a director and the legal +representative; and Sichuan Kaluga Technology Development Co., Ltd. ( 四川卡露伽科技 +發展有限公司) +from December 2021, where he has been working as a manager. +Mr. Xia has been an adjunct professor at the Schoo l of Life Sciences, Neijiang Normal University +(內江師範學院) in the PRC since July 2023 and a student ’s mentor at College of Food Science and +Engineering, Ocean University of China ( 中國海洋大學) since May 2025. Mr. Xia has been appointed +as an industry mentor for the Professional Master ’s Degree Programme in Shanghai Ocean University +DIRECTORS AND SENIOR MANAGEMENT +– 231 – + + +--- page 241 --- +(上海海洋大學) since December 2025. Mr. Xia also previously held various roles at the Chinese +Academy of Fishery Sciences ( 中國水產科學研究院) and the sturgeon breeding technology engineering +center thereof from July 1998 to March 2005, including an officer, a manager, assistant to the general +manager, and deputy general manager. +Mr. Xia received his bachelor ’s degree in mariculture from Shanghai Ocean University ( 上海海洋 +大學) (formerly known as Shanghai Fishery University ( 上海水產大學)) in the PRC in July 1998. Mr. +Xia has been serving as the deputy director of the C old-Water Fish Professional Committee of the China +Society of Fisheries ( 中國水產學會冷水魚專業委員會) since November 2022. Mr. Xia is currently a +member of the Political Consultative Conference of Ke cheng District, Quzhou City, Zhejiang Province. +Mr. HAN Lei ( 韓磊), aged 45, is an executive Director and deputy general manager of our +Company and is primarily responsible for overseeing the overall strategic planning of our Group and the +operations of the international sales department of our Company. Mr. Han was appointed as a Director +in March 2021 and was re-designated as an executive Director in September 2025. +Mr. Han has more than 20 years of working, research and management experience in the +aquaculture industry. Since joining our Group in May 2005, Mr. Han has been serving as a sales +manager, general manager of international business department and deputy general manager of our +Company; and as a director of our subsidiary Chunan Qiandao Lake Sturgeon Import and Export Co., +Ltd. ( 淳安千島湖鱘龍進出口有限公司) since September 2020. +Prior to joining our Group, from July 2002 to May 2005, Mr. Han served as a sales manager of the +Sturgeon Breeding Technology Engineering Center at the Chinese Academy of Fishery Sciences ( 中國水 +產科學研究院). +Mr. Han received his bachelor ’s degree in marine management from Ocean University of China ( 中 +國海洋大學) (formerly known as Ocean University of Qingdao ( 青島海洋大學)) in the PRC in July +2002. +Mr. WANG Zhigang ( 王志剛), aged 46, is an executive Director and the employee representative +Director of our Company and is primarily responsible for overseeing management decision-making of +our Group and the operations of the international sales business. Mr. Wang Zhigang was appointed as a +Director in April 2023 and was re-designated as an executive Director in September 2025. +After joining our Group in April 2013. Mr. Wang Zhigang consecutively served as a sales manager +of the sales department, general manager of the international business division, and a director of +international sales. +Prior to joining our Group, Mr. Wang Zhigang worked in Zhejiang Qiandao Lake Fangding +Aquatic Food Co., Ltd. ( 浙江千島湖方鼎水產食品有限公司) from December 2008 to March 2013. +Mr. Wang Zhigang graduated from Northeast Electric Power University ( 東北電力大學)i nt h e +PRC with his bachelor ’s degree in English in July 2007. +Non-executive Directors +Mr. DONG Zhendong ( 董振東), aged 50, is a non-executive Director and vice chairman of our +Board and is primarily responsible for participatin g in evaluation and approval of business plans, +strategies and major decisions of our Group. Mr. Dong was appointed as a non-executive Director in +September 2025. +DIRECTORS AND SENIOR MANAGEMENT +– 232 – + + +--- page 242 --- +Mr. Dong has been a director and has successively served as executive deputy general manager, +general manager, vice chairman and board secretary at Baida Group Co., Ltd. ( 百大集團股份有限公司) +(a company listed on the Shanghai Stock Exchange, stock code: 600865) ( ‘‘Baida Group ’’)s i n c e +December 2017. Prior to joining Baida Group Co., Ltd., Mr. Dong worked at Xizi Lianhe Holding Co., +Ltd. ( 西子聯合控股有限公司) beginning in 2007, and was appointed as an assistant to the president in +May 2011. From March 2007 to April 2011, he served as deputy director of the board office and +securities affairs representative a t Hangzhou Guolu Group Co., Ltd. ( 杭州鍋爐集團股份有限公司)( a +company listed on the Shenzhen Stock Exchange (stock code: 002534)). +Mr. Dong obtained his bachelor of economics degree, majoring in international finance and his +master of business administratio n (MBA) from Zhejiang University ( 浙江大學) in the PRC in June 1997 +and June 2005, respectively. +Mr. KONG Deren ( 孔德仁), aged 44, is a non-executive Director of our Company and is +primarily responsible for participating in evaluation and approval of business plans, strategies and major +decisions of our Group. Mr. Kong was appointed as a Director in March 2025 and was re-designated as +a non-executive Director in September 2025. +Prior to joining our Group, Mr. Kong worked at Shenyin & Wanguo Securities Co., Ltd. ( 申銀萬 +國證券股份有限公司) (a company listed on the Shenzhen Stock Exchange under the stock code: 000166 +and on the Hong Kong Stock Exchange under the stock code: 6808, currently known as Shenwan +Hongyuan Securities Co., Ltd. ( 申萬宏源證券股份有限公司)) until December 2011. From December +2011 to March 2018, Mr. Kong successively served as an assistant director, director and executive +director of the Investment Banking Division at, curre ntly known as Guotai Haitong Securities Co., Ltd. +(國泰海通證券股份有限公司). From March 2018 to March 2020, Mr. Kong served as a managing +director at Fengshi (Shanghai) Investment Management Co., Ltd. ( 灃石(上海)投資管理有限公司). Mr. +Kong has also been director, board secretary, and chief financial officer at Huadao Data Co., Ltd. ( 華道 +數據股份有限公司) from March 2020. Mr. Kong has been serving as the legal representative and a +director at Shanghai Jiayumeng Intelligent Technology Co., Ltd. ( 上海嘉毓銘智能科技有限公司)s i n c e +October 2025. +Mr. Kong obtained his bachelor ’s degree in management majoring in financial management from +Jiangsu University ( 江蘇大學) in the PRC in June 2003 and received his master ’s degree in management +majoring in accounting from Shanghai University of Finance and Economics ( 上海財經大學)i nt h eP R C +in June 2008. +Independent Non-executive Directors +Dr. SUN Song ( 孫松), aged 66, is an independent non-executive Director and is primarily +responsible for providing independent opinion and judgment to the Board. Dr. Sun was appointed as an +independent Director in April 2023 and was re-designated as an independent non-executive Director in +September 2025. +Since September 1985, Dr. Sun has successively se rved as an assistant researcher, researcher, +deputy director of research office, party secretary, deputy director and director and currently serves as a +second grade researcher at the Institute of Oceanology, Chinese Academy of Sciences ( 中國科學院海洋 +研究所). From March 2014 to March 2017, Dr. Sun served as the director at Yantai Institute of Coastal +Zone Research, Chinese Academy of Sciences ( 中國科學院煙台海岸帶研究所). From April 2017 to +March 2020, Dr. Sun served as an officer at Qingdao Science and Education Park, Chinese Academy of +Sciences ( 中國科學院青島科教園). +DIRECTORS AND SENIOR MANAGEMENT +– 233 – + + +--- page 243 --- +Dr. Sun received his master ’s degree and doctor ’s degree in science from the Institute of +Oceanology, Chinese Academy of Sciences ( 中國科學院海洋研究所) in October 1985 and December +1994, respectively. +Dr. Sun was awarded the Distinguished Scientific Achievement Award of the Chinese Academy of +Sciences ( 中國科學院傑出科技成就獎) by the Chinese Academy of Sciences ( 中國科學院)i nJ a n u a r y +2016; the Special Prize of the Marine Engineering Science and Technology Award ( 海洋工程科學與技 +術獎特等獎) and the First Prize of the Marine Science and Technology Award ( 海洋科學技術獎一等獎) +by the State Oceanic Administration ( 國家海洋局) in January 2017 and October 2017, respectively; and +was elected as an Academician of the International Eurasian Academy of Sciences ( 國際歐亞科學院院 +士) by the China Science Center of the International Eurasian Academy of Sciences ( 國際歐亞科學院中 +國科學中心) in September 2019. +Ms. SONG Xiumei ( 宋秀梅), aged 56, is an independent non-executive Director and is primarily +responsible for providing independent opinion and judgment to our Board. Ms. Song was appointed as +an independent non-executive Director in September 2025. +Ms. Song has been working at China Foreign Affairs University ( 外交學院) for more than 30 years +with her study focusing on civil and commercial l aw as well as commercial arbitration law. She has +been an associate professor and master ’s supervisor of the Department of International Law (previously +known as International Law Institute) a t China Foreign Affairs University ( 外交學院) since July 2004. +Ms. Song has been concurrently serving as an arbitrat or of the Eighth Beijing Arbitration Commission +(北京仲裁委員會)/Beijing International Arbitration Court ( 北京國際仲裁中心) since May 2024. +Ms. Song received her bachelor ’s degree in economics law from Peking University ( 北京大學)i n +the PRC in July 1992 and her master ’s degree in international law from China Foreign Affairs +University ( 外交學院) in the PRC in June 1995. Ms. Song has be en admitted to the Beijing Arbitration +Commission/Beijing Internatio nal Arbitration Court Panel of Arbitrators since May 25, 2024. +Ms. FAN Xinpeng ( 范新鵬), aged 47, is an independent non-executive Director and is primarily +responsible for providing independent opinion and judgment to our Board. Ms. Fan was appointed as an +independent non-executive Director in September 2025. +Ms. Fan has professional experiences in global investment banking, capital market financing, +mergers and acquisitions, as well as corporate finance management in the Chinese consumer industry. +Prior to joining our Group, Ms. Fan worked in leadin g global investment banks and accounting firms, +including as a senior auditor of Deloitte Touche Tohmatsu ( 德勤會計師事務所) from September 2004 to +June 2007, a manager of Merrill Lynch (Asia Pacific) Limited ( 美林(亞太)有限公司) from January 2008 +to February 2009, and a manager of the advisory department of PricewaterhouseCoopers Ltd. ( 羅兵咸永 +道有限公司) from March 2009 to April 2010. From May 2010 to March 2022, she worked in the +investment banking division o f Morgan Stanley Asia Limited ( 摩根士丹利亞洲有限公司) where her last +position was executive director. From March 2022 to M arch 2023, Ms. Fan served as the chief financial +officer and group vice president of EastGarden (HK) International Company Limited ( 宜格(香港)國際有 +限公司). From March 2023 to February 2024, Ms. Fan served as the chief financial officer of Dali +Foods Group Company Limited ( 達利食品集團有限公司). From June 2024, Ms. Fan has been a senior +relationship manager at Hongkong & Shanghai Banking Co. +DIRECTORS AND SENIOR MANAGEMENT +– 234 – + + +--- page 244 --- +Ms. Fan has been serving as an independent non-executive director of Tongdao Liepin Group +(同道獵聘集團), (a company listed on the Hong Kong Stock Exchange (stock code: 6100)), since +September 12, 2023; and an independent non-executive director of PegBio Co., Ltd. ( 派格生物醫藥 (杭 +州)股份有限公司), (a company listed on the Hong Kong Stock Exchange (stock code: 2565)), from +February 2024 to May 2026. +Ms. Fan obtained her bachelor ’s degree in marketing in June 1999 from Beijing Technology and +Business University ( 北京工商大學)i nt h eP R C ,a n dh e rm a s t e r ’s degree in professional accounting in +August 2004 from the University of Texas at Austin in the United States. She has been a member of the +American Institute of Certified Public Accountants since March 2011. +SENIOR MANAGEMENT +The following table sets out information regarding the members of senior management of our +Company: +Name Age Position/Title +Date of +Appointment as +as e n i o r +management +Date of +joining our +Group Role and responsibility +Mr. WANG Bin +(王斌) .... +56 Chairman of our Board, +executive Director and +general manager +April 2003 April 2003 Managing the operations of our +Board, overall strategic planning, +presiding over the work of our +Board and business direction, and +risk management of our Group +Mr. XIA +Yongtao +(夏永濤)... +51 Executive Director and +executive deputy +general manager +March 2006 April 2005 Overall strategic planning, business +direction and is responsible for +the operations of the domestic +sales and marketing department +Mr. HAN Lei +(韓磊) .... +45 Executive Director and +deputy general manager +July 2011 May 2005 Overseeing the overall strategic +planning of our Group and is +responsible for the operations of +the international sales department +Ms. XU Liyun +(徐黎耘)... +57 Deputy general manager November 2011 January 2011 Overseeing the information +department and the internal +control center +Mr. XU +Yongjian +(徐勇劍)... +43 Chief financial officer April 2025 May 2014 Overseeing the financial planning +and management of our Group +and taking part in the decision- +making process regarding our +major operations and investments +Mr. XU Pengfei +(許鵬飛)... +35 Secretary of our Board September 2020 September 2020 Overseeing our Company ’s +information disclosure, corporate +governance, and equity +management, and participating in +the decision-making process for +major operations and investments +of our Group +DIRECTORS AND SENIOR MANAGEMENT +– 235 – + + +--- page 245 --- +Mr. WANG Bin ( 王斌), aged 56, is the chairman of our Board, an executive Director and general +m a n a g e ro fo u rC o m p a n y .S e e‘‘ — Board of Directors — Executive Directors ’’ above for details of his +biography. +Mr. XIA Yongtao ( 夏永濤), aged 51, is an executive Director and an executive deputy general +m a n a g e ro fo u rC o m p a n y .S e e‘‘ — Board of Directors — Executive Directors ’’ above for details of his +biography. +Mr. HAN Lei ( 韓磊), aged 45, is an executive Director and a deputy general manager of our +Company. See ‘‘ — Board of Directors — Executive Directors ’’ above for details of his biography. +Ms. XU Liyun ( 徐黎耘), aged 57, is a deputy general manager of our Company, primarily +responsible for overseeing the information department and the internal control center. +After Ms. Xu joined our Group in January 2011, sh e successively served various positions within +our Group, including as a deputy general manager of our Company since May 2019 and previously as a +finance director of our Company from November 2011 to April 2025, as well as working as a finance +director of Chunan Qiandao Lake Sturgeon Import and Export Co., Ltd. ( 淳安千島湖鱘龍進出口有限公 +司) since February 2025 and the finance director of Quzhou Xunlong Aquatic Food Technology +Development Co., Ltd. ( 衢州鱘龍水產食品科技開發有限公司) from April 2025 to August 2025. +Prior to joining our Group, from March 2002 and September 2008, Ms. Xu served as the finance +director at Quzhou Branch of ENN Energy Holdings Limited ( 新奧能源控股有限公司衢州分公司). +Ms. Xu obtained her diploma degree in financial accounting in July 1988 from Zhejiang Open +University ( 浙江開放大學) (previously known as Zhejiang Radio and Television University) in the PRC. +Ms. Xu obtained her accountant qualification from the Ministry of Finance ( 財政部) of the People ’s +Republic of China in October 1994. +Mr. XU Yongjian ( 徐勇劍), aged 43, is the chief financial officer of our Company, primarily +responsible for overseeing the financial planning and management of our Group and taking part in the +decision-making process regarding our major ope rations and investments. Mr. Xu was appointed as our +chief financial officer in April 2025. +After Mr. Xu joined our Group in May 2014, he has successively served various positions within +our Group, including a chief accountant, finance department manager, and assistant to the general +manager of our Company since May 2014, a finance director of Quzhou Kecheng Kaluga Catering +Management Co., Ltd. ( 衢州柯城卡露伽餐飲管理有限公司) since June 2025, a finance director of +Beijing Qiandao Xunyu Technology Development Co., Ltd. ( 北京千島鱘業科技發展有限公司)s i n c e +March 2025, a supervisor of Jiangxi Ruoxi Ecological Agriculture Co., Ltd. ( 江西省箬溪生態農業有限 +公司) since May 2023 and a supervisor of Hubei Qiandao Lake Xunlong Technology Development Co., +Ltd. ( 湖北千島湖鱘龍科技開發有限公司) since May 2022. +Prior to joining our Group, Mr. Xu worked at Zhejiang Hengfeng Transportation Co., Ltd. ( 浙江恒 +風交通運輸股份有 +限公司) where he was employed until May 2014. +Mr. Xu received his bachelor ’s degree in Accounting from Nanjing Audit University ( 南京審計大 +學) in June 2006. He obtained his intermediate audito r qualification from the National Audit Office of +the People ’s Republic of China ( 中華人民共和國審計署) and his intermediate accountant qualification +from the Ministry of Finance of the People ’s Republic of China ( 中華人民共和國財政部) in January +2012 and March 2013, respectively. +Mr. XU Pengfei ( 許鵬飛), aged 35, is our secretary of our Board, primarily responsible for +overseeing our Company ’s information disclosure, corporate governance, and equity management. +DIRECTORS AND SENIOR MANAGEMENT +– 236 – + + +--- page 246 --- +Prior to joining our Group, Mr. Xu worked at Guotai Haitong Securities Co., Ltd. ( 國泰海通證券 +股份有限公司) (a company listed on the Shanghai Stock Exchange (stock code: 601211) and on the +Hong Kong Stock Exchange (stock code: 02611)) from July 2016 to January 2018, and as an investment +manager at Fengshi (Shanghai) Investment Management Co., Ltd. ( 灃石(上海)投資管理有限公司) from +February 2018 to September 2020. +Mr. Xu received his bachelor ’s degree in law and master ’s degree in procedural law from Nanjing +University ( 南京大學) in the PRC in June 2012 and June 2016, respectively. +CONFIRMATION FROM OUR DIRECTORS +Rule 8.10 of the Listing Rules +None of our Directors has any interest in a busin ess which competes or is likely to compete, either +directly or indirectly, with our Company ’s business which would require disclosure under Rule 8.10 of +the Listing Rules. +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 October 2025, and (ii) understands his or her obligations as a +director of a listed issuer under the Listing Rules. +Rule 3.13 of the Listing Rules +Each of our independent non-executive Directors has confirmed (i) his or her independence as +regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he or she has no +past or present financial or other interest in the business of our Company or its subsidiaries or any +connection with any core connected person of our Company under the Listing Rules as of the Latest +Practicable Date, and (iii) that there are no other fact ors that may affect his or her independence at the +time of his or her appointments. +GENERAL +Save as disclosed above: +(i) none of our Directors or members of senior management of our Company has been a director +of any public company the securities of which are listed on any securities market in Hong +Kong or overseas in the three years immediately preceding the date of this Prospectus; +(ii) none of our Directors or members of the senior management of our Company is related to +any other Directors and members of the senior management of our Company; +(iii) none of our members of senior manageme nt holds or has held other positions in our +Company and/or any other members of our Group as at the Latest Practicable Date; +(iv) none of our Directors or members of senior management completed his or her respective +education programs as disclosed in this s ection by way of attendance of long distance +learning or online courses. +See ‘‘Statutory and General Information ’’ in Appendix IV to this Prospectus for further information +about our Directors, including the particulars of their service contracts and remuneration, and details of +the interests of our Directors in our Shares (within the meaning of Part XV of the SFO). +DIRECTORS AND SENIOR MANAGEMENT +– 237 – + + +--- page 247 --- +On December 16, 2021 and August 18, 2022, Mr. Dong Zhendong, one of our non-executive +Directors, in his capacity as a general manager of Baida Group, was named as one of the responsible +persons in the regulatory caution letters (the ‘‘Regulatory Letters ’’) issued by the Zhejiang Bureau of +the CSRC and the Shanghai Stock Exchange, respectiv ely. The incidents cited i n the Regulatory Letters +in relation to Baida Group include (i) in accurate disclosure of the Baida Group ’s investment in certain +real estate projects as entrusted wealth management in the periodic reports for financial years 2020 and +2021; (ii) failure to follow the required external investments procedures when making such investment +decisions and failure to make timely disclosure; and ( iii) failure to promptly disclose the overdue status +of one of the aforementioned projects. Upon becoming aware of the non-compliant incidents, Baida +Group immediately conducted an internal review and implemented a series of rectification measures, +including, among others, strengthening its internal controls, providing training to its directors and other +relevant personnel (including Mr. Dong). As of the Lat est Practicable Date, no further regulatory actions +had been taken against Mr. Dong by the relevant aut horities in relation to the Regulatory Letters or +regulatory concerns. As advised by our PRC Legal Advisor, the issuance of the Regulatory Letters does +not constitute administrative penalties in respect of Mr. Dong and does not involve circumstances that +would disqualify Mr. Dong from serving as a director under the PRC Company Law. Given (i) our PRC +Legal Advisor ’s views above; (ii) the incidents took pl ace before the commencement of the Track +Record Period and were unintentional and primarily du e to inadvertent oversight, unfamiliarity with and/ +or mistaken interpretation of the relevant disc losure requirements; (iii) the CSRC has taken +administrative regulatory measure regarding the non-compliant incidents, and there were no findings of +fraud or dishonesty on the part of Mr. Dong; and (iv) Mr. Dong has not experienced any similar incident +since then, our Directors are of the view that the Regulatory Letters do not impugn the integrity or +suitability of Mr. Dong as a Director of our Company. +Save as disclosed herein, to the best knowledge , information and belief of our Directors having +made all reasonable inquiries, there was no other matter with respect to the appointment of our Directors +that needs to be brought to the attention of our Shar eholders and there was no information relating to +our Directors that is required to be disclosed pursu ant to Rule 13.51(2)(h) to (v) of the Listing Rules as +of the Latest Practicable Date. +JOINT COMPANY SECRETARIES +Mr. XU Pengfei ( 許鵬飛), aged 35, is the secretary of our Board and a joint company secretary. +For details of his biography, see ‘‘ — Senior Management ’’ in this section. +Ms. CHEUNG Hin Kiu ( 張顯翹女士), is a joint company secretary of the Company. Ms. Cheung +is a senior manager of corporate secretarial services at Tricor Services Limited. Ms. Cheung has over 20 +years of experience in the corporate secretarial field and has been providing professional corporate +services to Hong Kong listed companies as well as multinational, private and offshore companies. +Ms. Cheung is a Chartered Secretary, a Chartered Governance Professional and a member of both +The Hong Kong Chartered Governan ce Institute and The Chartered Gov ernance Institute in the United +Kingdom. She is also a member of the Association of Chartered Certified Accountants. +BOARD COMMITTEES +Our Board delegates certain responsibilities to var ious committees. In accor dance with the relevant +PRC laws and regulations and the Corporate Governance Code as set out in the Appendix C1 to the +Listing Rules, our Company has established four B oard committees, namely the Audit Committee, the +Remuneration and Appraisal Committee, the Nom ination Committee and the Strategy Committee. +DIRECTORS AND SENIOR MANAGEMENT +– 238 – + + +--- page 248 --- +Audit Committee +We have established an Audit Committee with writte n terms of reference in compliance with Rule +3.21 of the Listing Rules and paragraph D.3 of Part 2 of the Corporate Governance Code. The Audit +Committee consists of three Directors, namely Ms. FAN Xinpeng ( 范新鵬), Mr. DONG Zhendong ( 董振 +東), and Ms. SONG Xiumei ( 宋秀梅). Ms. FAN Xinpeng ( 范新鵬) who holds the appropriate +professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules, serves as the +chairlady of the Audit Committee. +The primary duties of the Audit Committee incl ude, but not limited to, pr oposing the appointment +or change of external auditors to our Board; monitoring the independence of external auditors and +evaluating their performance; reviewing and supervising our financial reporting progress and the internal +control system of our Group; reviewing and advising on connected transactions; managing risk, +performing internal audit, providing advice and comments to our Board; and performing other duties and +responsibilities as may be assigned by our Board. +Remuneration and Appraisal Committee +We have established a Remuneration and Appraisa l Committee with written terms of reference in +compliance with Rule 3.25 of the Listing Rules and paragraph E.1 of Part 2 of the Corporate +Governance Code. The Rem uneration and Appraisal Committee consists of three Directors, namely Ms. +SONG Xiumei ( 宋秀梅), Ms. FAN Xinpeng ( 范新鵬) and Mr. DONG Zhendong ( 董振東). Ms. SONG +Xiumei ( 宋秀梅) serves as the chairlady of the Remuneration and Appraisal Committee. +The primary duties of the Remuneration and Appra isal Committee are to review the remuneration +policy and make recommendations to our Board on the remuneration packages of our Directors and +other senior management. +Nomination Committee +We have established a Nominatio n Committee with written terms of reference in compliance with +Rule 3.27A of the Listing Rules and paragraph B.3 of Part 2 of the Corporate Governance Code. The +Nomination Committee consists of three Directors, namely Dr. SUN Song ( 孫松), Ms. SONG Xiumei +(宋秀梅), and Mr. KONG Deren ( 孔德仁). Dr. SUN Song ( 孫松) serves as the chairperson of the +Nomination Committee. +The primary duties of the Nomination Committe e are to assess and make recommendations on +appropriate candidates for directorship, propose procedures and criteria for the appointment of Directors +and senior management, review the structure, s ize and composition of our Board, and assess the +independence of independent non-executive Directors. +Strategy Committee +We have established a Strategy Committee with written terms of refe rence in compliance with the +Corporate Governance Code. The St rategy Committee consists of five D irectors, namely Mr. WANG Bin +(王斌), Mr. DONG Zhendong ( 董振東), Mr. KONG Deren ( 孔德仁), Dr. SUN Song ( 孫松)a n dM s . +FAN Xinpeng ( 范新鵬). Mr. WANG Bin ( 王斌) serves as the chairman of the Strategy Committee. +The primary duties of the Strategy Committee inclu de, but not limited to, researching and making +recommendations on our Company ’s long-term development strategic planning; researching and making +recommendations on major investment and financing programs that are required to be approved by our +DIRECTORS AND SENIOR MANAGEMENT +– 239 – + + +--- page 249 --- +Board under the Articles of Association; research ing and making recommendations on major capital +operation and asset management projects which are required to be approved by our Board under the +Articles of Association; researching and making re commendations on other maj or matters affecting the +development of our Company; examining the impl ementation of the above matters; and dealing with +other matters that involved in relevant laws, regul ations, rules, normative documents, the Articles of +Associations, terms of reference and the l isting rules of the place where our Company ’s shares are listed +or that are authorized by our Board. +MANAGEMENT PRESENCE +Pursuant to Rules 8.12 and 19A.15 of the Listing Rules, an issuer must have a sufficient +management presence in Hong Kong. This will norma lly mean that at least two of its executive directors +must be ordinarily resident in Hong Kong. We do not have sufficient management presence in Hong +Kong for the purposes of Rules 8.12 and 19A.15 of the Listing Rules. +Accordingly, we have applied for, and the Stock Exchange has granted, a waiver from strict +compliance with Rules 8.12 and 19A.15 of the Listing Rules. See ‘‘Waivers from Strict Compliance with +the Listing Rules ’’ for further details. +REMUNERATION OF DIRECTORS +Our Directors received their remu neration in the form of fees, sala ries, allowances, discretionary +bonuses, share-based compensation, retirement benefit scheme contributions and other benefits in kind. +Further information on the remuneration of our Directors and/or the five highest paid individuals +during the Track Record Period is set out in the Accountant ’s Report in Appendix I to this Prospectus, +and in the section headed ‘‘Statutory and General Information — 3. Further Information about our +Directors and Substantial Shareholders — B. Directors ’ Remuneration ’’ in Appendix IV to this +Prospectus. +CORPORATE GOVERNANCE CODE +Our Company is committed to achieving high stan dards of corporate governance with a view to +safeguarding the interests of our Shareholders. To accomplish this, our Company intends to comply with +Corporate Governance Code set out in Appendix C1 to the Listing Rules and the Model Code for +Securities Transactions by Direct ors of Listed Issuers set out in Appe ndix C3 to the Listing Rules after +the Listing. +Mr. Wang is the chairman of our Board, executive Director and general manager of our Company. +With extensive experience in the industry in which the Company operates and having served our +Company since its founding, Mr. Wang is mainly responsible for managing the operations of our Board, +overall strategic planning, presiding over the work of our Board and business direction, and risk +management of our Group. Our Board considers that vesting the roles of chairman of our Board and +general manager in the same person is beneficial to the management of our Group. The balance of +power and authority is ensured by the operation o f our Board and our senior management, which +comprises experienced and visionary individuals. Upon the Listing, our Board will comprise four +executive Directors (including Mr. Wang), two non-executive Directors and three independent non- +executive Directors, and will therefore have a s trong independence element in its composition. +DIRECTORS AND SENIOR MANAGEMENT +– 240 – + + +--- page 250 --- +BOARD DIVERSITY POLICY +We have adopted a diversity policy (the ‘‘Board Diversity Policy ’’) which sets out the objective +and approach to achieve and maintain diversity in our Board in order to enhance the effectiveness of our +Board. Pursuant to the Board Diversity Policy, we seek to achieve diversity in our Board through the +consideration of a number of factors when selecting candidates to our Board, including but not limited +to professional experience, skills, k nowledge, educational background , age, gender, cultural background +and ethnicity, and length of service. +Our Directors have a balanced mix of knowledg e and skills, and we have five non-executive +Directors, including three independent non-executive Directors, with different industry backgrounds. Our +Directors are diverse in terms of age, gender and background. The ages of our Directors range from 44 +to 66 years old. In particular, our Company currently has two female Directors on our Board. Taking +into account our existing business model and specific needs as well as the different backgrounds of our +Directors, the composition of our Board satisfies ou r Board Diversity Policy. The Board will review the +Board Diversity Policy periodica lly to evaluate its effectiveness. +COMPLIANCE ADVISOR +We have appointed Red Solar Capital L imited as our compliance advisor (the ‘‘Compliance +Advisor ’’) pursuant to Rules 3A.19 and 3A.23 of the Listing Rules. The Compliance Advisor will +provide us with guidance and advice as to compliance w ith the Listing Rules and other applicable laws, +rules, codes and guidelines. Pursuant to Rule 3A.23 of the Listing Rules, the Compliance Advisor will +advise our Company in certain circumstances including: +(a) before the publication of any regulatory announcement, circular or financial report; +(b) where a transaction, which might be a notifiabl e or connected transaction, is contemplated, +including share issues and share repurchases; +(c) where we propose to use the proceeds of the Global Offering in a manner different from that +detailed in this Prospectus or where our busines s activities, developments or results deviate +from any forecast, estimate or other information in this Prospectus; and +(d) where the Hong Kong Stock Exchange makes an inquiry to our Company regarding unusual +movements in the price or trading volume of its listed securities or any other matters in +accordance with Rule 13.10 of the Listing Rules. +Pursuant to Rule 3A.24 of the Listing Rules, t he Compliance Advisor will, on a timely basis, +inform our Company of any amendment or supplement to the Listing Rules that are announced by the +Hong Kong Stock Exchange. The Compliance Advisor will also inform our Company of any new or +amended law, regulation or code in Hong Kong applicable to us, and advise us on the continuing +requirements under the Listing Rules an d applicable laws and regulations. +The term of the appointment will commence on the Listing Date and is expected to end on the date +on which our Company complies with Rule 13.46 of th e Listing Rules in respect of our financial results +for the first full financial year commencing after the Listing. +DIRECTORS AND SENIOR MANAGEMENT +– 241 – + + +--- page 251 --- +So far as our Directors are aware, immediately following the completion of the Global Offering +(without taking into account any Shares which may be a llotted and issued pursuant to the exercise of the +Over-allotment Option), the following persons will have or be deemed or taken to have an interest and/ +or short positions in our Shares or the underlying Shares of our Company which would fall to be +disclosed to our Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV +of the SFO, or will be, directly or indirectly, interested in 10% or more of the nominal value of any +class of share capital carrying rights to vote in all circumstances at the shareholders ’ meetings our +Company, and save as disclosed below and in Appendix IV ‘‘Statutory and General Information — 4. +Disclosure of Interests ’’, our Directors are not aware of any other person who will be so interested: +Name of Shareholder Nature of interest +Shares held as of +the Latest Practicable Date (1) +Shares held immediately +following the completion of +the Global Offering (without taking into account +any Shares which may be allotted and +issued pursuant to +the exercise of the Over-allotment Option) (2) +Number +Approximate +percentage of +shareholding in +the total issued +share capital Number (3) +Description of +Shares +Approximate +percentage of +shareholding in +the total issued +share capital +M r .W a n g............................B e n e f i c i a li n t e r e s t 5 , 8 8 3 , 9 0 0 6 . 3 6 % 5 , 883,900 H Shares 5.40% +Interest in controlled +corporation (4) +26,170,870 28.28% 26,170,870 H Shares 24.04% +C h u n a nK a l u j i a r e n.......................B e n e f i c i a li n t e r e s t 1 9 , 5 6 3 , 6 0 0 2 1 . 1 4 % 1 9 , 563,600 H Shares 17.97% +Mr. CHEN Xiaxin ( 陳夏鑫) .................B e n e f i c i a li n t e r e s t 1 1 , 7 2 6 , 0 4 1 1 2 . 6 7 % 1 1 , 726,041 H Shares 10.77% +Fengshi Jinghe . . ......................B e n e f i c i a li n t e r e s t (5) 7,336,200 7.93% 7,336,200 H Shares 6.74% +Fengshi (Shanghai) Investment Management Co., Ltd. +(‘‘Fengshi Investment Management ’’) +(灃石(上海)投資管理有限公司) ............. +Interest in controlled +corporation (5) +7,336,200 7.93% 7,336,200 H Shares 6.74% +Mr. RAO Kangda ( 饒康達) ..................I n t e r e s ti nc o n t r o l l e d +corporation (5) +7,336,200 7.93% 7,336,200 H Shares 6.74% +Notes: +(1) The calculation is based on a total of 92,552,700 Unlisted Shares in issue as of the Latest Practicable Date. +(2) The calculation is based on the total number of 108,885,600 H Shares in issue immediately after completion of the +Global Offering (without taking into account any Shares which may be allotted and issued pursuant to the exercise of +the Over-allotment Option). +(3) All interests stated are long positions. +(4) As of the Latest Practicable Date, (i) Mr. Wang held approximately 42.8% of the equity interest in and is the +executive director of Chunan Kalujiaren, which in turn held 19,563,600 Unlisted Shares in our Company; (ii) Mr. +Wang is the general partner of Hangzhou Kalujiaren, which in turn held 4,297,270 Unlisted Shares in our Company; +and (iii) Mr. Wang is the general partner of Hangzhou Xunlongren, which in turn held 2,310,000 Unlisted Shares in +our Company. +(5) To the best of our Directors ’ knowledge, as of the Latest Practicable Date, Fengshi Jinghe is controlled by its general +partner, Fengshi Investment Management, which is in turn held as to 50% by Mr. RAO Kangda. Fengshi Jinghe has +three limited partners, two of which are Shanghai Fengshi No. 2 Private Equity Fund Partnership (Limited +Partnership) ( ‘‘Fengshi No. 2 ’’)( 上海灃石二號私募基金合夥企業(有限合夥)) and Pingtan Fengshi No. 1 Investment +Management Partnership (Limited Partnership) ( ‘‘Fengshi No.1 ’’)( 平潭灃石1號投資管理合夥企業(有限合夥)) +holding approximately 62.23% and 31.79% of the partnership interests, respectively, while the remaining limited +partner is holding less than 30% of the partnership interests therein. Both Fengshi No. 2 and Fengshi No.1 are +managed and controlled by Fengshi Investment Management and none of the limited partners of either Fengshi No. 2 +or Fengshi No. 1 indirectly hold more than 30% of the partnership interests in Fengshi Jinghe. Therefore, under the +SFO, Mr. Rao Kangda and Fengshi Investment Management are deemed to be interested in the Shares held by +Fengshi Jinghe. +SUBSTANTIAL SHAREHOLDERS +– 242 – + + +--- page 252 --- +This section presents certain information r egarding our share capital prior to and upon the +completion of the Global Offering. +BEFORE THE GLOBAL OFFERING +As of the Latest Practicable Date, the registered capital of our Company was RMB92,552,700, +comprising 92,552,700 Unlisted Shares with a nominal value of RMB1.00 each. +UPON COMPLETION OF THE GLOBAL OFFERING +Immediately following completion of the Global O ffering (assuming the Over-allotment Option is +not exercised) and the Conversio no fU n l i s t e dS h a r e si n t oHS h a r e s, the share capital of our Company +will be as follows: +Description of Shares Number of Shares +Percentage of +issued share capital +H Shares to be converted from Unlisted Shares . . . . . . . . . 92,552,700 85% +H Shares to be issued pursuant to the Global Offering . . . . 16,332,900 15% +Total ...................................... 108,885,600 100% +SHARES OF OUR COMPANY +Upon the completion of the Global Offering and the Conversion of Unlisted Shares into H Shares, +the Shares of our Company will consist of H Shares only. H Shares are ordinary shares in the share +capital of our Company. However, H Shares generally cannot be subscribed for by or traded between +legal or natural PRC persons, other than certain qua lified domestic institutional investors in the PRC, +qualified PRC investors under the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong +Stock Connect and other persons who are entitled t o hold our H Shares pursuant to relevant PRC laws +and regulations or upo n approvals of any competent authorities. +The rights conferred on any class of Shareholders may not be varied or abrogated unless approved +by a special resolution of the Shareholders at a Shareholders ’ general meeting and by holders of such +class of Shares at a separate Shareholders ’ general meeting. +RANKING +Pursuant to the Articles of Association, the Unlis ted Shares and H Shares are regarded as one class +of Shares and will rank pari passu with each other in all other respects and, in particular, will rank +equally for dividends or distributions declared, paid or made after the date of this Prospectus. All +dividends in respect of the H Shares are to be declared in Renminbi and paid by our Company in Hong +Kong dollars or Renminbi, whereas all dividends in respect of Unlisted Shares are to be paid by our +Company in Renminbi. In addition to cash, dividends may be distributed in the form of shares. +SHARE CAPITAL +– 243 – + + +--- page 253 --- +CONVERSION OF OUR UNLISTED SHARES INTO H SHARES +According to the regulations by the securities reg ulatory authorities of the State Council and our +Articles of Association, the Unlisted Shares may be converted into H Shares, and such converted Shares +may be listed and traded on an overseas stock exchang e provided that the conversion, listing and trading +of such converted Shares have been filed by the secur ities regulatory authorities of the State Council. In +addition, such conversion, trading and listing shall co mplete any requisite internal approval process and +in all respects comply with the regulations prescribed by the securities regulatory authorities of the State +Council and the regulations, requirements and procedures prescribed by the relevant overseas stock +exchange. +If any of the Unlisted Shares are to be converted, listed and traded as H Shares on the Stock +Exchange, such conversion, listing and trading will need the filing of the relevant PRC regulatory +authorities, including the CSRC, a nd the approval of the Stock Exchange. Based on the procedures for +the conversion of Unlisted Shares into H Shares as described below, we may apply for the listing of all +or any portion of the Unlisted Shares on the Stock Exchange as H Shares in advance of any proposed +conversion to ensure that the conversion process can be completed promptly upon notice to the Stock +Exchange and delivery of Shares for entry on the H S hare register. As any listing of additional Shares +after our listing on the Stock Exchange is ordinarily considered by the Stock Exchange to be a purely +administrative matter, it does not require such pr ior application for listing at the time of our listing in +Hong Kong. Class shareholder voting is not required for the conversion of such Shares or the listing and +trading of such converted Shares on an overseas stock exchange. Any application for listing of the +converted shares on the Stock Excha nge after our initial listing is subject to prior notification by way of +announcement to inform our Shareholders and the public of any proposed conversion. +After all the requisite approvals have been obtained, the following procedure will need to be +completed in order to effect the conversion: we will register such Shares on our H Share register +maintained in Hong Kong and instruct the H Share Regi strar to issue H Share certificates. Registration +on our H Share register will be conditional on: (a ) our H Share Registrar lodging with the Stock +Exchange a letter confirming the proper entry of the relevant H Shares on the H Share register and the +due dispatch of H Share certificates, and (b) the admission of the H Shares to trade on the Stock +Exchange in compliance with the Listing Rules , the General Rules of HKSCC and the HKSCC +Operational Procedures in force from time to time. Until the converted shares are re-registered on our H +Share register, such Shares would not be listed as H Shares. +RESTRICTIONS OF SHARE TRANSFER +In accordance with the PRC Company Law, the shares issued prior to any public offering of shares +by a company cannot be transferred within one year from the date on which such publicly offered shares +are listed and traded on the relevant stock exchange. As such, the Shares issued by our Company prior +to the issue of H Shares pursuant to the Global Offeri ng will be subject to such statutory restriction on +transfer within a period of one year from the Listing Date. +Our Directors and members of the senior management of our Company shall declare their +shareholdings in our Company and any changes in their shareholdings. Shares transferred by our +Directors and members of the senior management each year during their term of office as determined +when they assume the posts shall not exceed 25% o f their total respective shareholdings in our +Company. The Shares that the aforementioned persons held in our Company cannot be transferred +within one year from the date on which the H Shares a re listed and traded, nor within half a year after +they leave their positions in our Comp any. The Articles of Association may contain other restrictions on +the transfer of the Shares held by our Directors and members of senior management of our Company. +SHARE CAPITAL +– 244 – + + +--- page 254 --- +RESTRICTIONS ON SHARES NOT LISTED ON THE OVERSEAS STOCK EXCHANGE +According to the Trial Measures and Detailed Rul es for the Implementation of Registration and +Custody Business of Non-Overseas Listed Shares of Overseas Listed Companies by China Securities +Depository and Clearing Corporation Limited ( 《中國證券登記結算有限責任公司境外上市公司非境外 +上市股份登記存管業務實施細則》) our Company is required to register and deposit our Shares that are +not listed on the overseas stock exc hange with the China Securities Dep ository and Clearing Corporation +Limited after the Listing. +CIRCUMSTANCES UNDER WHICH GENERAL MEETINGS ARE REQUIRED +For details of circumstances under which a general Shareholders ’ meeting is required, please see +the section headed ‘‘Summary of Articles of Association — Shareholders and the Shareholders ’ +Meeting ’’ in Appendix III to this Prospectus. +SHAREHOLDERS ’ APPROVAL FOR THE GLOBAL OFFERING +Approval from holders of the Shares is required for the Company to issue H Shares and seek the +listing of H Shares on the Hong Kong Stock Exchange. The Company has obtained such approval at the +shareholders ’ meeting held on October 27, 2025. +SHARE CAPITAL +– 245 – + + +--- page 255 --- +We have entered into cornerstone investment agreements (each a ‘‘Cornerstone Investment +Agreement ’’, and together the ‘‘Cornerstone Investment Agreements ’’) with the cornerstone investors +set out below (each a ‘‘Cornerstone Investor ’’, and together 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 S hares (rounded down to +the nearest whole board lot of 100 H Shares) that may be purchased for an aggregate amount of +approximately US$78.50 million (or approximately HK$615.07 million, calculated based on an exchange +rate of US$1.00 to HK$7.8353) and exclusive of brokerage fee, the SFC transaction levy, the AFRC +transaction levy and the Stock Exchange trading fee) (the ‘‘Cornerstone Placing ’’ or the ‘‘Cornerstone +Investment ’’). +Based on the Offer Price of HK$75.50 per Offer S hare, the total number of Offer Shares to be +subscribed for by the Cornerstone Investors would be 8,146,100. The table below reflects the +shareholding percentage immediately after the completion of the Global Offering: +Assuming the Over-allotment Option +is not exercised +Assuming the Over-allotment Option +is exercised in full +Approx. % of +the Offer Shares +Approx. % of the total +issued capital of our +Company immediately +upon the Global Offering +Approx. % of +the Offer Shares +Approx. % of the total +issued capital of our +Company immediately +upon the Global Offering +49.88% 7.48% 43.37% 7.32% +We believe that the Cornerstone Placing signifies our Cornerstone Investors ’ confidence in our +Company and its business prospect, and that the Cornerstone Placing will help to raise the profile of our +Company. Our Company became acquainted with each of the Cornerstone Investors through introduction +by the Overall Coordinators of the Global Offering. +The Cornerstone Placing will form part of the International Offering, and save as otherwise +obtained consent from the Stock Exchange, the Cornerstone Investors and their respective close +associates 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 H Share s in issue following the Global Offering +of the Company and will be counted towards the public float of our Company under Rule 19A.13A of +the Listing Rules. Immediately following the com pletion of the Global Offering, the Cornerstone +Investors or their close associates will not, by virtue of their cornerstone investments, have any Board +representation in our Company; and none of the Cornerstone Investors and/or their close associates will +become a substantial Shareholder of our Company. Other than a guaranteed allocation of the relevant +Offer Shares at the final Offer Price, the Cornerstone Investors do not have any preferential rights under +each of their respective Cornerstone Investment Agreements, as compared with other public +Shareholders. There are no side arrangements or agreements between our Company and the Cornerstone +Investors or any benefit, direct or indirect, conferred on the Cornerstone Investors; by virtue of or in +relation to the Listing, other than a guaranteed allocation of the relevant Offer Shares at the final Offer +Price, following the principles as s et out in Chapter 4.15 of the Guide. +To the best knowledge of our Company, (i) each of the Cornerstone Investors and their ultimate +beneficiary owners is an Independent Third Party; (ii) none of the Cornerstone Investors is accustomed +to taking instructions from our Company, our Directors, chief executive of our Company, the Single +Largest Shareholders Group, substantial Shareholders, or existing shareholders, or any of its +subsidiaries, or their respective clo se associates, in relation to the acquisition, disposal, voting, or any +CORNERSTONE INVESTMENTS +– 246 – + + +--- page 256 --- +disposition of H shares registered in its name or ot herwise held by it; (iii) equity interest of the +Company being beneficially owned by three larges t public shareholders will be less than 50% for the +purpose of rule 8.08(3) of the listing rules; (iv) none of the subscription for the relevant offer shares by +the Cornerstone Investors is financed directly or indirectly by our Company, our Directors, chief +executive of our Company, the Single Largest Shareholders Group, substantial Shareholders, or existing +Shareholder, or any of its subsidiaries, or their respec tive close associate, for the purpose of subscription +of the Offer Shares; (v) each Cornerstone Investor will be utilizing its internal financial resources, +financial resources of its shareholders or (in the case of Cornerstone Investors which are funds or +investment managers) the assets managed for its investors as its source of funding for the subscription of +the Offer Shares, and it has sufficient funds to settle its respective investment under the Cornerstone +Placing; and (vi) the Cornerstone Investors have also confirmed, that all necessary approvals have been +obtained with respect to the Cornerstone Investment and that no special approval from the stock +exchange (if relevant) or from their shareholders is required for the Cornerstone Investment. +Furthermore, we further confirm that (i) none of the Cornerstone Investors has the right to nominate +any Director nor has any representative on our Board; and (ii) none of the Cornerstone Investors is +expected to be involved in the management of the business of our Company. In addition, to the best +knowledge of our Company, each of the Cornerstone Investors is independent from each other and +makes independent investment decisions. +Pursuant to the Cornerstone Investment Agreements, save for BlackRock Funds (as defined below), +the Overall Coordinators (for themselves and on behalf of the International Underwriters) has the +discretion to effect a delayed delivery of the Offer Shares to be subscribed for by the Cornerstone +Investors on a date later than the Listing Date, subject to the conditions contained therein. Such delayed +delivery arrangement is in place to facilitate the over- allocation in the Interna tional Offering. There will +be no delayed delivery if there is no over-alloca tion in the International Offering. Where delayed +delivery takes place, each of the Cornerstone Investor has agreed that it shall nevertheless pay for the +relevant Offer Shares before the Listing. As such, t here will be no deferred settlement of the investment +amount for the Offer Shares to be subscribed for by the Cornerstone Investors pursuant to the +Cornerstone Investment Agreement. +The total number of Offer Shares to be subscribed for by the Cornerstone Investors under the +Cornerstone Investment may be affected by reallocation of the Offer Shares between the International +Offering and the Hong Kong Public Offering in the event of over-subscription under the Hong Kong +Public Offering, as described in the paragraphs headed ‘‘Structure of the Global Offering — The Hong +Kong Public Offering — Reallocation ’’ in this prospectus. The number of Offer Shares to be acquired +by each Cornerstone Investor may be reduced on a pro rata basis in accordance with the terms of the +Cornerstone Investment Agreements to satisfy the public demands under the Hong Kong Public +Offering, after taking into account the requirements under Appendix F1 to the Listing Rules as well as +the discretion of the Overall Coordinators (for themselves and on behalf of the International +Underwriters) to exercise the Over-allotment Option. Further, the Cornerstone Investors have agreed +that in the event (1) that the requirements under Rule 8.08(3) of the Listing Rules, which stipulates that +no more than 50% of the Shares in public hands can be beneficially owned by the three largest public +shareholders of the Company, or (2) that the minimum allocation to investors in the placing tranche +(other than Cornerstone Investors) under paragraph 3.2 of Practice Note 18 to the Listing Rules, may not +be complied with on the Listing Date, the numbe r of the H Shares to be subscribed for by the +Cornerstone Investors may be adjusted to ensure c ompliance with such rules. Details of the actual +number of Offer Shares to be allocated to each of the Cornerstone Investors will be disclosed in the +allotment results announcement to be issued by our Company on or around Monday, June 29, 2026. +CORNERSTONE INVESTMENTS +– 247 – + + +--- page 257 --- +THE CORNERSTONE INVESTORS +The table below sets forth details of the Cornerstone Placing: +Based on the Offer Price of HK$75.50 per H Share +Assuming the Over-allotment +Option is not exercised +Assuming the Over-allotment +Option is exercised in full +Cornerstone Investor +Subscription +Amount (US$) +(in million) +Subscription +Amount +(HK$) +(in million) (1) +Number of +Offer +Shares (2) +Approx. % of +the Offer +Shares +Approx. % of +the total +issued +capital of our +Company +immediately +upon the +Global +Offering +Approx. % of +the Offer +Shares +Approx. % of +the total +issued +capital of our +Company +immediately +upon the +Global +Offering +BlackRock Funds (as defined +b e l o w ).............. 3 0 . 0 0 2 3 5 . 0 6 3 , 1 1 3 , 3 0 0 1 9 . 0 6 2 . 8 6 1 6 . 5 8 2 . 8 0 +Barings (as defined below) . . 10.00 78.35 1,037,700 6.35 0.95 5.52 0.93 +Taikang Life (as defined +b e l o w ) . ............. 1 0 . 0 0 7 8 . 3 5 1 , 0 3 7 , 7 0 0 6 . 3 5 0 . 9 5 5 . 5 2 0 . 9 3 +Shanghai Greenwoods and +GTINV (in connection with +Greenwoods OTC Swaps) +( a sd e f i n e db e l o w )...... 7 . 5 0 5 8 . 7 6 7 7 8 , 3 0 0 4 . 7 7 0 . 7 1 4 . 1 4 0 . 7 0 +Dacheng Investors (as defined +b e l o w ).............. 7 . 0 0 5 4 . 8 5 7 2 6 , 4 0 0 4 . 4 5 0 . 6 7 3 . 8 7 0 . 6 5 +ICBC Wealth (as defined +b e l o w ) . ............. 5 . 0 0 3 9 . 1 8 5 1 8 , 8 0 0 3 . 1 8 0 . 4 8 2 . 7 6 0 . 4 7 +N o v aK e r r yI n c . ......... 5 . 0 0 3 9 . 1 8 5 1 8 , 8 0 0 3 . 1 8 0 . 4 8 2 . 7 6 0 . 4 7 +Mirae Asset Securities HK +( a sd e f i n e db e l o w )...... 4 . 0 0 3 1 . 3 4 4 1 5 , 1 0 0 2 . 5 4 0 . 3 8 2 . 2 1 0 . 3 7 +Total ................. 7 8 . 5 0 6 1 5 . 0 7 8 , 1 4 6 , 1 0 0 4 9 . 8 8 7 . 4 8 4 3 . 3 7 7 . 3 2 +(1) Calculated based on an exchange rate of HK$7.8353 to US$1.00. The actual investment amount is denominated in +U.S. dollars. +(2) Subject to rounding down to the nearest whole board lot of 100 Offer Shares. Calculated based on the exchange rate +set out in the section headed ‘‘Information about this Prospec tus and the Global Offering — Exchange Rate +Conversion ’’. +CORNERSTONE INVESTMENTS +– 248 – + + +--- page 258 --- +The information about our Cornerstone Investors set forth below has been provided by the +Cornerstone Investors in connection with the Cornerstone Placing. +BlackRock +Investment management subsidiaries of BlackRock, Inc. ( ‘‘BlackRock ’’) have discretionary +investment management authority over BlackRo ck Systematic Total Alpha Master Fund Ltd., +BlackRock Systematic China Absolute Return Master Fund Ltd., BLACKROCK STRATEGIC FUNDS +— BlackRock Systematic Global Equity Absolu te Return Fund, BlackRock Strategic Funds — +BlackRock Asia Pacific Absolute Return Fund, Global Alpha Opportunities Master Fund Ltd., SAE +Liquidity Fund LP, Emerging Markets Alpha Ma ster Fund Ltd., BLACKROCK STRATEGIC FUNDS — +BlackRock Systematic Asia Pacific Equity Absolu te Return Fund, The 32 Capital Master Fund SPC +Ltd., Pan Asia Opportunities Master Fund Ltd and cer tain separately managed accounts (as several, and +not joint nor joint and several investors; each, a ‘‘BlackRock Fund ’’, and collectively the ‘‘BlackRock +Funds ’’). BlackRock is listed on the New York Stock Exchange (stock code: BLK). As of March 31, +2026, the firm managed approximately US$13.9 trillio n in assets on behalf of investors worldwide. +BlackRock ’s shareholders ’ and New York Stock Exchange ’s approval are not required for BlackRock +Funds ’ subscription for the Offer Shares pursuant to the Cornerstone Investment Agreement. +In addition to the conditions precedent as set out in ‘‘ — Closing Conditions ’’, the subscription +obligation of the BlackRock Funds is subject to the respective representations, warranties, +acknowledgements, undertakings and confirmations of the Company being accurate, true and complete +in all material respects and not misleading and there being no material breach of the Cornerstone +Investment Agreement on the part of the Company. Further, the BlackRock Funds are entitled to +terminate the Cornerstone Investment Agreement in the event there is a material breach of the +Cornerstone Investment Agreement by the Company o r other contracting parties or it is prevented or +delayed from performing its obligations under the Cornerstone Investment Agreement as a result of +circumstances beyond its control. +Barings +Baring Asset Management (Asia) Limited (霸菱資產管理(亞洲)有限公司) (‘‘Barings ’’)i sa +subsidiary of Barings LLC, whic h is part of the Barings Group. Barings Group is a US$481 billion +(assets under management as of March 31, 2026) global alternative asset manager that partners with +institutional, insurance, and wealth clients, and s upports leading businesses with flexible financing +solutions. Barings LLC, which is owned by insurance companies Massachusetts Mutual Life Insurance +Company ( ‘‘MassMutual ’’) (82% ownership) and MS&AD Insurance Group Holdings, Inc (18% +ownership), seeks to deliver excess returns by lever aging its global scale and c apabilities across credit, +real assets, capital solutions and emerging markets. MassMutual is a leading mutual life insurance +company that is run for the benefit of its members and participating policyowners. Founded in 1851, the +company has been guided by one consistent purpose: to help people secure their future and protect the +ones they love. With a focus on delivering long-term value, MassMutual offers a wide range of +protection, accumulation, wealth management and retirement products and services. +Barings, in its capacity as discretionary investme nt manager, participates in this cornerstone +investment for and on behalf of (i) a fund and (ii) one investment account, which are managed as two +separate portfolios. The fund under management which will beneficially own the subscribed shares is +Barings International Umbrella Fund — Barings Hong Kong China Fund, a SFC-authorized fund. +Currently, no investor holds beneficial ownership of 30% or more in the fund. A pension fund holds +100% of the interests in the investment account. +CORNERSTONE INVESTMENTS +– 249 – + + +--- page 259 --- +Taikang Life +Taikang Life Insurance Co., Ltd ( ‘‘Taikang Life ’’), a company incorporated in China, is a wholly +owned subsidiary of Taikang Insurance Group Inc. There is no shareholder holding 30% or more in +Taikang Insurance Group Inc. Taikang Life provides a full range of personal security and investment +and wealth management products a nd services for individuals an d families. The products on offer +correspond to the different requirements of customers in terms of market segments such as the children +and teenagers, females and high-i ncome population groups. They al so meet multidimensional demands +regarding health care and accident cover, pensions and wealth management, among others. Taikang +Insurance Group Inc. is an insurance and financial s ervice conglomerate focused on insurance, asset +management and health and elderly care as main businesses. The Beijing-headquartered company +consists of several subsidiaries including Taikang Life, Taikang AMC, Taikang Pension, Taikang +Healthcare, Taikang Health, and TK.CN. Its product offering covers life insurance, internet-based +financial insurance, enterprise annuity, asset manag ement, health and elderly care, health management +and commercial real estate, among others. Taikang L ife will be utilizing its internal financial resources +as its source of funding for the subscription of the Offer Shares on behalf of itself. +Shanghai Greenwoods and GTINV (in co nnection with Greenwoods OTC Swaps) +Guotai Junan Investments (Hong Kong) Limited ( ‘‘GTINV ’’) and Guotai Haitong Securities Co., +Ltd ( ‘‘GTHT ’’) will enter into a series of cross border delta-one OTC swap transactions (collectively, +the ‘‘Greenwoods OTC Swaps ’’) with each other and with GTHT ultimate clients (the ‘‘GTHT +Ultimate Clients (Greenwoods) ’’), pursuant to which GTINV will hold the Offer Shares on a non- +discretionary basis to hedge the Greenwoods OTC Swaps while the economic risks and returns of the +underlying Offer Shares are passed to the GTHT Ultim ate Clients (Greenwoods), subject to customary +fees and commissions. The Greenwoods OTC Swaps will be fully funded by the GTHT Ultimate Clients +(Greenwoods). +During the terms of the Greenwoods OTC Swaps, all economic returns of the Offer Shares +subscribed by GTINV will be passed to the GTHT Ultim ate Clients (Greenwoods) and all economic loss +shall be borne by the GTHT Ultimate Clients (Green woods) through the Greenwoods OTC Swaps, and +GTINV will not take part in any economic return or bear any economic loss in relation to the Offer +Shares. Despite that GTINV will hold the legal title of the Offer Shares by itself, it will not exercise the +voting rights attaching to the relevant Offer Sha res during the terms of the Greenwoods OTC Swaps +according to its internal policy. To the best of GTINV ’s knowledge having made all reasonable +inquiries, each of the GTHT Ultimate Clients (Green woods) is an independen t third party of GTINV, +GTHT and the companies which are members of the same group of GTHT. +GTINV is a Hong Kong incorporated company. It s principal business activities are trading and +investments. It is indirectly wholly owned by Guota i Haitong Securities Co., Ltd., a leading securities +firm in China with its shares dually listed in both Shanghai (SSE:601211) and Hong Kong +(HKEX:2611). +The GTHT Ultimate Clients (Greenwoods) are ce rtain domestic private funds (including +Greenwoods Harvest No.2 Fund ( 景林豐收2號基金), Greenwoods Harvest No.3 Private Securities +Investment Fund ( 景林豐收3號私募證券投資 +基金), Greenwoods Harvest No.6 Private Securities +Investment Fund ( 景林豐收6號私募證券投資基金) and Greenwoods Jingtai Harvest Private Securities +Investment Fund ( 景林景泰豐收私募證券投資基金)) managed by Shanghai Greenwoods Asset +Management Co., Ltd. ( 上海景林資產管理有限公司)( ‘‘Shanghai Greenwoods ’’) in its capacity as a +CORNERSTONE INVESTMENTS +– 250 – + + +--- page 260 --- +fund manager on a discretionary basis. No single ultim ate beneficial owner holds 30% or more interests +in The GTHT Ultimate Clients (Greenwoods) or each of the four funds managed by Shanghai +Greenwoods. +Shanghai Greenwoods, which is a private fund management company registered with the Asset +Management Association of China (AMAC), was established in Shanghai. Shanghai Greenwoods is one +of the largest and earliest PRC domestic asset managers mainly specializing in investing into companies +in the Greater China region. Shanghai Greenwoods focuses on fundamental research, value investments, +and local due diligence. Investors of funds managed by Shanghai Gr eenwoods include institutional +investors and high-net-worth individuals professional investors. Mr. Jiang Jinzhi, an independent third +party, is the chairman and an ultimate beneficial o wner of Shanghai Greenwoods. No other beneficial +owners hold 30% or more interest in Shanghai Greenwoods. +Dacheng Investors +Da Cheng International Asset Management Company Limited ( ‘‘Da Cheng International ’’), and +Dacheng Fund Management Company Limited ( ‘‘Dacheng Fund , together with Da Cheng International, +‘‘Dacheng Investors ’’) have, respectively, entered into Cornerstone Investment Agreements with our +Company +Da Cheng International +Established in Hong Kong on March 19, 2009 with registered capital of HK$200 million, Da +Cheng International Asset Management Company Limited ( ‘‘Da Cheng International ’’), a wholly- +owned subsidiary of Dacheng Fund Management Company Limited ( ‘‘Dacheng Fund ’’), strives to +provide comprehensive and integrated asset management and investment consultancy services for its +clients. No single ultimate beneficial owner holds 30% or more interest in Dacheng Fund. Pursuant to +the SFO, Da Cheng International was licensed t o carry out Type 1 (dealing in securities), Type 4 +(advising on securities) and Type 9 (asset managem ent) regulated activities, and it obtained the +qualification as an investment manager of the N ational Social Security Fund in 2015 to serve as an +investment manager of the National Council for Social Security Fund of the People ’s Republic of China +(全國社會保障基金理事會). Da Cheng International has a mature product line, which consists of public +funds (including investments in China ’s securities markets and overseas securities markets), private +funds and portfolios of discretionary accounts. Da C heng International is one of the eleven Hong Kong +subsidiaries with QFII/RQFII qualifications is sued by CSRC and one of the only four holders of the +National Social Security Fund Overseas Investment Manager qualification. In October 2018, Da Cheng +International became one of the first batch to obtain the Hong Kong Stock Connect Overseas Investment +Consultant Qualification. +The Offer Shares will be subscribed by three SFC au thorized funds and two discretionary accounts +(the ‘‘Da Cheng Wealth Management Products ’’) under the management of Da Cheng International. +Da Cheng International acts as the investment manager of the Da Cheng Wealth Management Products +with full discretionary authority to make independe nt investment decisions on their behalf. The Da +Cheng Wealth Management Products are fully managed by Da Cheng International, and all underlying +investors are Independent Third Parties. No single ultimate beneficial owner holds 30% or more of the +interests in any of the Da Cheng Wealth Management Products. +Dacheng Fund was established on April 12, 1999 , with a registered capital of RMB200 million. +Dacheng Fund is one of the first ten fund management companies approved in China. Dacheng Fund is +based in Shenzhen with three marketing headquarters in northern, eastern and southern China and five +branches in places like Beijing and Shanghai. Dacheng Fund ’s principal business covers mutual funds, +CORNERSTONE INVESTMENTS +– 251 – + + +--- page 261 --- +institutional investment, overseas investment, wea lth management, social security fund and pension fund +management. Dacheng Fund is held by Zhongtai Trust Co., Ltd. as to 50%, Everbright Securities Co., +Ltd. (a company listed on the Stock Exchange (stock code: 6178) and the Shanghai Stock Exchange +(stock code: 601788)) as to 25%, and China Galaxy Investment Management Co., Ltd. as to the +remaining 25%, respectively. The only shareholder holding 30% or more in Zhongtai Trust Co., Ltd. is +China Huawen Investment Co., Ltd. ( 中國華聞投資控股有限公司), a company wholly owned by Beijing +International Trust Co., Ltd. (Derui Equity Investment Fund Collective Capital Trust Plan) ( 北京國際信 +託有限公司(德瑞股權投資基金集合資金信託計劃)), the ultimate beneficial owner of which is People ’s +Government of Beijing Municipality. +Offer Shares subscribed by Dacheng Fund in the Cornerstone Placing is held for Dacheng HKIPO +Selected Mixed Securities Investment Fund (QDII) ( 大成港股精選混合型證券投資基金(QDII)) and +Dacheng Hong Kong Stocks Hengxin Mixe d Securities Investment Fund (QDII) ( 大成港股恒信混合型 +證券投資基金(QDII)) ( ‘‘Dacheng QDII Funds ’’), with all underlying investors being Independent Third +Parties and no single ultimate beneficial owner hol ding 30% or more interests therein. Dacheng QDII +Funds, being public funds, makes its decisions independently through its fund manager, Mr. Bai Yang. +Mr. Bai Yang is the director of international business department of Dacheng Fund and an independent +third party of the Company. +ICBC WEALTH +ICBC Wealth Management Co., Ltd. ( ‘‘ICBC Wealth ’’) was officially established in Beijing in +May 2019 with a registered capital of RMB16 billion. It is a wholly-owned subsidiary of Industrial and +Commercial Bank of China Limited (A-share stock code: 601398, H-share stock code: 1398). The +business scope of ICBC Wealth covers: public offering of wealth management products to the general +public, investment and management of properties entrusted by investors; private placement of wealth +management products to qualified investors, investment and management of properties entrusted by +investors; advisory service on asset and wealth management; and other businesses approved by the +banking supervisory authorities of the State Council. ICBC Wealth invests on behalf of 14 wealth +management products (the ‘‘Wealth Management Products ’’) managed by it on a discretionary basis +with total assets under management (AUM) a mounting to approximately RMB56 billion. +As confirmed by ICBC Wealth, the Offer Shares t o be subscribed by ICBC Wealth constitute part +of the underlying assets of the Wealth Management Pr oducts. There is no single ultimate beneficial +owner holds 30% or more interests in each of 14 Wealth Management Products. +Nova Kerry Inc. +Nova Kerry Inc. is a wholly-owned subsidiary of Advantage China Consumer Fund ( ‘‘ACCF +Capital ’’). ACCF Capital invests primarily in the consumer and technology sectors. ACCF Capital is +owned as to 90% by JW New Energy Limited, which is wholly owned by Dr. Jun Wang, an experienced +PE investor in Asian consumer investment space. +Mirae Asset Securities HK +Mirae Asset Securities (HK) Limited ( ‘‘Mirae Asset Securities HK ’’), a wholly owned subsidiary +of Mirae Asset Securities Co., Ltd. ( ‘‘Mirae Asset Securities ’’), was established in Hong Kong in July +2005 and is licensed by the SFC to carry on Type 9 (a sset management) regulated activity. Mirae Asset +Securities is one of the largest investment banks in the Republic of Korea, providing a comprehensive +range of financial services, including brokerage, wealth management, investment banking, sales & +trading, and principal investments. It is ultima tely controlled by Mirae Asset Capital Co., Ltd. ( ‘‘Mirae +CORNERSTONE INVESTMENTS +– 252 – + + +--- page 262 --- +Asset Capital ’’), a financial investment company in the Republic of Korea. Mirae Asset Securities is +listed on the Korea Exchange under stock code 00680 0.KS. Mirae Asset Securities HK acts as the fund +manager of, and subscribes for the Offer Shares o n behalf of, a discretionary fund, Mirae Asset +Visionary X Fund. Mirae Asset Visionary X Fund is a proprietary fund of Mirae Asset Securities HK, +and the subscription is conducted on a proprietary basis. To the best knowledge of Mirae Asset +Securities HK, there is no other individual or corporat e shareholder, other than Mirae Asset Capital, that +holds 30% or more interest in Mirae Asset Securitie s HK. There is no ultimate beneficial owner holding +30% or more interest in Mirae Asset Visionary X Fund. +CLOSING CONDITIONS +The obligation of each Cornerstone Investor to subscribe for the Offer Shares under the respective +Cornerstone Investment Agreement is subject to, amo ng other things, the following closing conditions: +(a) the Underwriting Agreements for the Hong Kong Public Offering and the International +Offering being entered into and having becom e effective and uncond itional (in accordance +with their respective original terms or as subsequently waived or varied by agreement of the +parties thereto) by no later than the time and date as specified in the Underwriting +Agreements, and neither of the aforesaid Unde rwriting Agreements having been terminated; +(b) the Offer Price having been agreed upon between our Company and the Overall Coordinators +(for themselves and on behalf of the und erwriters of the Global Offering); +(c) the Listing Committee of the Stock Exchange h aving granted the approval for the listing of, +and permission to deal in, the H Shares (including the H Shares subscribed for by the +Cornerstone Investors) 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 +H Shares on the Stock Exchange; +(d) no laws shall have been enacted or promulgated by any governmental authority which +prohibits the consummation of the transactions contemplated in the Global Offering or in the +respective Cornerstone Investment Agreements and there shall be no orders or injunctions +from a court of competent jurisdiction in effect precluding or prohibiting consummation of +such transactions; and +(e) the respective acknowledgements, representa tions, warranties, undert akings and confirmations +of relevant Cornerstone Investor under the respective Cornerstone Investment Agreement are +accurate and true in all respects and not misleading and that there is no material breach of the +Cornerstone Investment Agreement on the part of the relevant Cornerstone Investor. +RESTRICTIONS ON THE CORNERSTONE INVESTORS +Each of the Cornerstone Investors has agreed that it will not, whether directly or indirectly, at any +time during the period of six months from (and inclusive of) the Listing Date (the ‘‘Lock-up Period ’’), +dispose of, in any way, any of the Offer Shares or a ny interest in any company or entity holding such +Offer Shares that they have purchased pursuant to the relevant Cornerstone Investment Agreement, save +for certain limited circumstances, such as transfers to any of its wholly-owned subsidiaries who will be +bound by the same obligations of such Cornerstone Investor, including the Lock-up Period restriction. +CORNERSTONE INVESTMENTS +– 253 – + + +--- page 263 --- +FUTURE PLANS +See ‘‘Business — Our Strategies ’’ in this Prospectus for a detailed description of our future plans. +USE OF PROCEEDS +Assuming an Offer Price of HK$75.50 per H Share, we estimate that we will receive net proceeds +of approximately HK$1,146.3 million from the Gl obal Offering after deduc ting the underwriting +commissions and other estimated expenses paid an d payable by us in connection with the Global +Offering and assuming that the Over-allotment Optio n is not exercised. In line with our strategies, we +intend to use our proceeds from the Global Offering for the purposes and in the amounts set forth +below: +. Approximately 40.0% of the n et proceeds, or HK$458.5 millio n, will be allocated to the +expansion of our aquaculture and production capacity and technological upgrades of existing +aquaculture and processing bases over the next five years to strengthen our global leadership +in the caviar industry. In particular, +(i) Approximately 35.0% of the net pro ceeds, or HK$401.2 million, will be used to +increase our aquaculture and production cap acity by expansion of our aquaculture and +processing bases in China in the next five years. +Specifically, we plan to expand our aquaculture and processing bases in Hubei, +Zhejiang and Jiangxi (the ‘‘Expansion Projects ’’). The table below sets out details of +the Expansion Projects and our intended allocation of net proceeds among them. +Aquaculture Base (1) Aquaculture model +Increased annual +aquaculture +capacity upon +completion (2) +Expected +completion +time +Status as of +the Latest +Practicable Date +Intended +allocation of net +proceeds from +the Global +Offering +(tons) (HK$ in millions) +Baokang, Hubei (expansion) Land-based flow-through 1,500 Third quarter, +2027 +In progress 134.5 +Qiandao Lake, Zhejiang +(expansion) +Land-based flow-through 900 2027 Under planning 100.5 +Zhelin Lake, Jiangxi (expansion) Eco-net cage 2,000 2029 Under planning 166.2 +Notes: +(1) The water resources for the listed aquaculture bases in Hubei, Zhejiang and Jiangxi are South River, +Qiandao Lake and Zhelin Lake, respectively. The planned use of the three listed aquaculture bases is +aquaculture and caviar processing. +(2) The increased annual aquaculture capacity is measured by sturgeon ’s weight. +In particular, we will allocate HK$57.0 m illion in the construction works, HK$37.0 +million in facilities and advanced processing equipment, HK$282.0 million in procuring +reserve-breeding sturgeons and related farming costs, and HK$25.2 million in other +operating expenses for the Expansion Projects. These investments are expected to +optimize our sturgeon population structu re, enhance our supply capabilities, improve +responsiveness to market demand, and support a more resilient and balanced +aquaculture layout. +FUTURE PLANS AND USE OF PROCEEDS +– 254 – + + +--- page 264 --- +(ii) Approximately 5.0% of the net proceeds, or HK$57.3 million, will be used to upgrade +our existing aquaculture facilities and caviar processing lines in our aquaculture bases +in Quzhou, Sichuan and Hubei. +Specifically, we plan to further develop our digital production management platform, +which covers the entire sturgeon value chain, promoting intelligent, automated and data- +driven aquaculture operations through the integrated application of information +technologies, data analytics and IoT. We will also invest in advanced caviar processing +equipment to further automate key processes, improve standardization, enhance +operational efficiency, stabilize product quality and increase resource utilization. +. Approximately 20.0% of the net proceeds, o r HK$229.3 million, will be allocated to brand +marketing initiatives and the ex pansion of our global sales channels over the next five years. +These efforts will focus on strengthening th e brand recognition and appeal and consumer +awareness of KALUGA QUEEN (卡露伽), enhancing consumer engagement, and accelerating +the expansion of our global sales network to deepen market penetration and support long- +term growth. In particular, +(i) Approximately 10.0% of the net proceeds , or HK$114.6 million, will be allocated to the +development of offline retail stores. While maintaining the growth of our corporate +sales, we will step up efforts to enhance our offline retail exposure and strengthen +direct consumer engagement and deepen consumer education. Over the next five years, +we plan to open multiple KALUGA QUEEN (卡露伽) flagship stores in first and second +tier cities in China, such as Beijing, Shan ghai, Hangzhou, Shenzhen, Chengdu and +Xi’an, as well as in overseas markets such as Singapore, Japan and Dubai. These stores +will serve as experiential platforms to build brand identity, enhance consumer +experience and engagement, and drive growth in the consumer market of caviar +products. Our caviar-themed concept store and pop-up store operations generated +favorable market response and demonstrate d the effectiveness of offline channels in +enhancing consumer trust through on-site tasting, product introduction and visible +presentation. Offline stores can enable us to connect customer traffic from the channels +such as the restaurants with individual consumer demand, support immediate in-store +purchases of caviar, increase repeat purchases, and serve as an effective complement to +online customer traffic. +We plan to open approximately 50 retail stores in China and in selected overseas +markets with strong growth potential over the next five years, targeting around ten new +store openings each year. We plan to adopt a phased approach to such expansion, with +an initial focus on establishing our store ne twork in China by leveraging our existing +operational experience and brand recognition, followed by gradual expansion into +selected overseas markets. We expect to open 45 stores in China and five stores in +overseas markets, depending on market cond itions, site availability and our business +performance. Our estimated investment cost for opening each new store on average +amount to HK$2.3 million, of which approxima tely 39% is attributable to rental costs, +30% to renovation expenses, 22% to staff costs and 9% to other operating expenses. +(ii) Approximately 5.0% of the net proceed s, or HK$57.3 million, will be allocated to +online marketing initiatives. We plan to incr ease marketing investments on platforms +such as Douyin and Xiaohongshu through an integrated strategy of KOL collaborations, +content marketing and live-st reaming e-commerce. These i nitiatives aim to reach target +consumer groups more precisely, strengthen brand resonance among younger +FUTURE PLANS AND USE OF PROCEEDS +– 255 – + + +--- page 265 --- +consumers, and establish a closed-loop ma rketing approach that cultivates consumer +interest into actionable purchase intent, thereby enhancing conversion efficiency and +driving brand growth. We intend to engage professional third-party agencies for our +content marketing and live-streaming e-co mmerce activities, including MCN agencies to +produce promotional content relating to c aviar culture and brand recognition, and +established live-streaming agencies and selected influencers in the fine food segment to +conduct live-streaming sessions for online sales conversion. +(iii) Approximately 5.0% of the net proc eeds, or HK$57.3 million, will be allocated to +experiential marketing initiatives to support our global brand development. We intend +to organize regular caviar masterclasses, tasting events and chef collaborations as a part +of immersive brand education and cultural p romotion efforts, further enhancing the +global penetration and consumer perception of our brand. +. Approximately 15.0% of the n et proceeds, or HK$171.9 millio n, will be used to strengthen +our R&D capabilities and upgrade our digital infor mation systems over the next five years to +drive ongoing innovation and enhance the digital infrastructure that underpins our operations. +(i) Approximately 10.0% of the net pro ceeds, or HK$114.6 million, will be used to +strengthen our R&D capabilities. +Specifically, we plan to further enhance research in sturgeon genetic breeding and +advanced aquaculture technologies, including projects on sturgeon germplasm +identification, recirculatin g aquaculture systems, disease prevention and environment +friendly practices, among others. In particular, we intend to apply molecular breeding +technologies to identify and cultivate broods tock with desirable traits, such as higher +roe-bearing capacity and the potential to p roduce lighter-colored roe. In addition, we +will also continue to conduct research on the prevention and control of major sturgeon +diseases and related immunization technologies. These initiatives aim to enhance our +core technology competitiveness, support t he long-term sustainability of our breeding +programs, and improve resource efficiency, thereby reinforcing our industry leading +position. +We will also continue to develop creative caviar-based offerings to deepen engagement +with the consumer market. Meanwhile, we intend to explore caviar and sturgeon by- +product applications in skincare, beauty and wellness segments, such as caviar-based +serums and bioactive protein peptides, t o create new growth drivers. We plan to +collaborate with universities and other ex ternal R&D partners for the development of +these technologies, including extraction techniques for caviar-based ingredients to +obtain stable extracts for the skincare applic ation, and enzymatic hydrolysis and bio- +fermentation technologies to convert sturgeon by-products into high-activity and small- +molecule peptides for the application in hea lth products. The relevant universities and +external R&D partners will be responsible f or technical feasibility assessment, process +design and laboratory testing, while we will provide the research materials and product +development requirements. We intend to select R&D partners with academic or industry +backgrounds in marine biotechnology, food science, bioactive ingredients and extraction +technology. Intellectual property rights arising from such collaborations will be +governed by the relevant collaboration agree ments, with jointly developed patents and +technological research results typically being jointly owned, unless otherwise agreed. +FUTURE PLANS AND USE OF PROCEEDS +– 256 – + + +--- page 266 --- +Upon validation of the our R&D initiatives in the skincare and health segments, we +plan to further explore their application and industrialization through cooperation with +qualified third-party brands and manufactures in skincare and health industries with +proven production capabilities and compliance r ecords and established reputation. In +such collaborations, we will adopt an asset- light model and will focus on providing +high-quality raw materials, joint R&D of stu rgeon-derived ingredients, and quality +control. Our responsibilities include providi ng key R&D materials, such as sturgeon, +caviar and related by-products, exploration of application areas based on our +aquaculture expertise and assisting in pilot- scale validation. The production, branding +and sales of the relevant products will be undertaken by the qualified third-party +manufacturers, such as cosmetic companie s and health supplements producers, with +requisite licenses and qualifications. +Target customers for skincare and healthcare applications are consumers with anti-aging +and restorative skincare needs, as well as cons umers of dietary supplements. According +to CIC, demand in the PRC for anti-aging and restorative skincare products and marine- +derived health products continues to expand, and sturgeon-derived extracts have been +included in the Inventory of Existing Cosme tic Ingredients in the PRC. These initiatives +represent a strategic extension of our core aquaculture business based on shared +customer base and brand positioning, and are a ligned with our goal of unlocking greater +value from our sturgeon resources through application-oriented innovation. We believe +this will enhance the utilization of caviar and sturgeon by-products an d create additional +sources of revenue. +In addition, we plan to expand our R&D te am and collaborate with leading domestic +and international research institutions and u niversities to jointly establish research +platforms and conduct fundamental studies on germplasm innovation and +interdisciplinary research on intelligent aquaculture. +(ii) Approximately 5.0% of the net proceed s, or HK$57.3 million, will be allocated to +digitalization and upgrade of our information systems. We plan to further enhance and +integrate our information technology systems to strengthen operational efficiency and +data-driven management across our value chain. +Specifically, we will continue to advanc e our intelligent aquaculture platform by +applying IoT technologies, big data analytics and visualization tools to monitor key +aquaculture parameters such as water qual ity and temperature in real time. These tools +will facilitate more accura te aquaculture management and drive improvements in +operational efficiency. In addition, we w ill continue to optimize our information +systems, and we plan to enhance system integration across our financial management +system and other internal platforms to facilitate more efficient data flow and +information sharing, improve cross-department collaboration and strengthen overall +management effectiveness. +. Approximately 15.0% of the net proceeds, or HK $171.9 million, will be allocated to strategic +investment and acquisitions over the next five years to integrate industry resources, expand +production capacity, strengthen brand presen ce and facilitate entry into strategic markets. +We will evaluate inve stment or acquisition opportun ities in the global caviar industry, +particularly targeting overseas and domestic companies in resource-rich regions in China, +such as Yunnan, Guizhou, Sichuan, Hubei and Liaoning provinces, and overseas, such as +FUTURE PLANS AND USE OF PROCEEDS +– 257 – + + +--- page 267 --- +Romania, Bulgaria, Kazakhstan and Kyrgyz stan. For these targets, we will focus on +companies with high-quality stur geon aquaculture resources, in cluding stable and high-quality +sturgeon stocks, scalable aquaculture stock across different growth stages and requisite +operating qualifications, or advanced proce ssing capabilities, including modern production +equipment, advanced processing techniques , and established quality inspection, traceability +and cold-chain systems. We will also consider caviar brands with stro ng market recognition +and established sales channels, particularly in key markets such as Europe and the U.S. For +overseas brand targets, we will focus on targets with an operating history of not less than 20 +years and established sales coverage in major overseas markets, including Europe and North +America. We expect to acquire or invest in two to three target companies, subject to the +availability of suitable targets and market con ditions. We intend to give priority to domestic +sturgeon aquaculture companies, followed by overseas caviar brand companies and overseas +sturgeon aquaculture companies. +In addition, when evaluating potential targe ts, we will also consider the following: (a) +whether the investment in, or acquisition of, the target can enhance brand influence and we +expect the target to reinforce our brand recognition in relevant geographical regions; (b) +evaluation of operating and financial performance of the target; we would expect the target to +(x) have recorded a revenue of not less than RMB500.0 million or a net profit of not less +than RMB60.0 million for the most recent finan cial year, or (y) have a caviar processing +capacity of not less than 40 tons; and (c) we will also consider cultural fit and potential +synergies to the existing business, among other s. The criteria are subject to adjustment based +on changes in the market conditions and our strategic needs. According to CIC, there were +over 50 potential acquisition and investment ta rgets in the global caviar industry that match +our selection criteria as of the end of 2025. According to CIC, overseas caviar companies +generally have feed and manufacturing-related costs that are approximately 15% higher than +companies in China, but relatively lower la bor costs which may vary by jurisdictions, +resulting in broadly comparable overall opera ting costs; and for overseas caviar brands, +marketing expenses are approximately 5% higher than domestic brands, while other major +cost items are generally comparable. The i nvestment in or acquisition of such targets is +expected to enable us to reduce transportation a nd tariff-related costs, diversify biological +asset risks across different regions, and operate closer to end markets, thereby improving +customer service and supply chain efficiency. Such expansion may also enhance market +penetration and strengthen profitability thr ough increased production capacity, improved +pricing and a more optimized cost structure. While these initiatives will involve capital +expenditures and operating costs, we believe that their expected strategic and commercial +benefits will support our long-term business development. +We may, depending on the specific circumstances of each opportunity, pursue a range of +strategic investment approaches includin g but not limited to the acquisition of minority or +controlling equity interests, outright acquis itions, or the formation of joint ventures with +target entities. All potential investments o r acquisitions will be subject to rigorous due +diligence and prudent evaluation processes. We expect that such investments or acquisitions +will strengthen our market position and create long-term value for our Shareholders. As of +the Latest Practicable Date, we had not identif ied any specific targets or entered into any +definitive agreements. +. Approximately 10.0% of the net proceeds, or HK$114.6 million, will be allocated to working +capital and general corporate purposes. +FUTURE PLANS AND USE OF PROCEEDS +– 258 – + + +--- page 268 --- +If the Over-allotment Option is exercised in full, we will receive additional net proceeds of +approximately HK$178.5 million. In the event that the Over-allo tment Option is exercised, we may +adjust our allocation of the net proceeds for the above purposes on a pro rata basis. To the extent that +the net proceeds of the Global Offering are not immediately used for the above purposes or if we are +unable to put into effect any part of our plan as intended, and to the extent permitted by the relevant +laws and regulations, we may hold such funds in short-term interest-bearing accounts at licensed +commercial banks and/or other authorized financia l institutions (as defined under the Securities and +Futures Ordinance or the applicable laws and regula tions in other jurisdictions) so long as it is deemed +to be in the best interests of our Company. In s uch event, we will comply with the appropriate +disclosure requirements under the Listing Rules. +FUTURE PLANS AND USE OF PROCEEDS +– 259 – + + +--- page 269 --- +HONG KONG UNDERWRITERS +CLSA Limited +China Securities (International) Co rporate Finance Company Limited +China Industrial Securities International Capital Limited +Huafu International Securities Limited +UNDERWRITING ARRANGEMENTS AND EXPENSES +The Hong Kong Public Offering +Hong Kong Underwriting Agreement +Pursuant to the Hong Kong Underwriting Agreem ent, our 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 Agreeme nt at the Offer Price. +Subject to (a) the Stock Exchange granting approval for the listing of, and permission to deal in, +the H Shares to be issued pursuant to the Global Offering (including the H Shares which may be issued +pursuant to the exercise of the Over-allotment Op tion) as mentioned herein on the Main Board of the +Stock Exchange and such approval not subsequently having been revoked prior to the commencement of +trading of the H Shares on the Stock Exchange and (b) certain other conditions set out in the Hong +Kong Underwriting Agreement, the Hong Kong Underw riters 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 n ot taken up under the Hong Kong Public Offering on +the terms and conditions set out in this Prospect us and the Hong Kong Underwriting Agreement. The +Hong Kong Underwriting Agreeme nt is conditional on, among other things, the International +Underwriting Agreement havi ng been executed and becoming unconditiona l and not having been +terminated in accordance with its terms. +Grounds for Termination +If any of the events set out below occurs at any time prior to 8:00 a.m. on the Listing Date, the +Joint Sponsors and the Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong +Underwriters) shall be entitled, in their sole and abso lute absolute discretion may, by giving notice to +our Company, terminate the Hong Kong Underw riting Agreement with immediate effect: +(a) there shall develop, occur, exist or come into force: (i) any event or circumstance or series of +events or circumstances in the nature of force majeure, including any acts of government, +declaration of a national or international emergency or war, calamity, crisis, epidemic, +pandemic, outbreak, mutation, aggravation or escalations of disease (including but not limited +to Severe Acute Respiratory Syndromes (SA RS), swine or avian flu, H1N1, H5N1, H1N7, +H7N9, Ebola virus and MERS and such related/mutated forms), strikes, lock-outs, other +industrial actions, fire, explosion, flooding, earthquake, tsunami, volcanic eruption, civil +commotion, riots, rebellion, severe transport disruption, public disorder, acts of war, outbreak +or escalation of hostilities (whether or not war or state of emergency is declared), acts of God +or acts of terrorism (whether or not responsibility has been claimed), paralysis in government +operations, in or affecting Hong Kong, the PR C, the United States, Germany or France +(collectively, the ‘‘Relevant Jurisdictions ’’); or (ii) any change, or any development +involving a prospective change, or any event or circumstance or series of events or +circumstances likely to result in any change or prospective change, in any local, national, +UNDERWRITING +– 260 – + + +--- page 270 --- +regional or international Tax, financial, econo mic, political, military, industrial, legal, fiscal, +regulatory, currency, credit or market matters or conditions or equity securities or exchange +control or any monetary or trading settlement sy stem or other financial markets (including, +without limitation, conditions in the stock and b ond markets, money and foreign exchange +markets, the interbank markets and credit markets, or any member of the European Union +announcing, voluntarily or compulsorily, its intention to leave the European Union or the +Economic and Monetary Union of the European Union), or a change in the system under +which the value of the Hong Kong currency is linked to that of the currency of the United +States or Renminbi is linked to any foreign currency or currencies or revaluation of the Hong +Kong dollar or Renminbi against any foreign currencies or a change in any other currency +exchange rates, in or affecting a ny Relevant Jurisdictions; or ( iii) any moratorium, suspension +or restriction (including, without limita tion, any imposition of or requirement for any +minimum or maximum price limit or price range) in or on trading in securities generally on +the Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the New +York Stock Exchange, the NASDAQ Global Market or the London Stock Exchange; or (iv) +any general moratorium on commercial ba nking activities in or affecting the Relevant +Jurisdictions (whether imposed by the Financial Secretary or the Hong Kong Monetary +Authority or other competent authority), or any disruption in commercial banking or foreign +exchange trading or securities settlement or clea rance services, procedures or matters in any +Relevant Jurisdiction; or (v) any new law, or any change or any development involving a +prospective change (or in the interpretation or application by any court or other competent +authority of) existing laws, in each case, in or af fecting any of the Relevant Jurisdictions; or +(vi) the imposition of economic sanctions or e xport controls in whatever form, directly or +indirectly, on any member of the Group or any of the Warrantors or by or on any Relevant +Jurisdiction, or withdrawal of trading privilege s, in whatever form, directly or indirectly, by, +or for, Relevant Jurisdiction; or (vii) any litiga tion, regulatory or disciplinary proceeding, +legal action, dispute or claim of any third party being threatened or instigated or announced +against any member of our Group or any Director or any senior management member of our +Group; or (viii) an authority or a political body or o rganization in any Relevant Jurisdiction +announcing or commencing any investigation or other action, or announcing an intention to +investigate or take other action, against any Director or any senior management member of +our Group or any member of our Group; or (ix) a contravention by any member of our Group +or any Director or any senior management member of our Group of the Listing Rules or +applicable laws; or (x) an order or petition f or the winding up of any member of our Group +or any composition or arrangement made by an y member of our Group with its creditors or a +scheme of arrangement entered into by any member of our Group or any resolution for the +winding-up of any member of our Group or the appointment of a provisional liquidator, +receiver or manager over all or part of the material assets or undertaking of any member of +our Group or anything analogous thereto occurring in respect of any member of our Group; +or (xi) any change, development or event involving a prospective change in, or a +materialization of, any of the risks set out in the section headed ‘‘Risk Factors ’’ in this +Prospectus; (xii) other than with the pri or written consent of the Sponsor-Overall +Coordinators, the issue or requirement to issue by the Company of any supplement or +amendment to the Hong Kong Prospectus (or to any other documents issued or used in +connection with the contemplated offer and sale of the Offer Shares) pursuant to the +Companies Ordinance or the Companies (Winding Up and Miscellaneous Provisions) +Ordinance, the CSRC Rules or the Listing Rules or any requirement or request of the SEHK, +the CSRC and/or the SFC; or (xiii) a valid dema nd by any creditor for repayment or payment +of any indebtedness of any member of our Group in respect of which any member of our +UNDERWRITING +– 261 – + + +--- page 271 --- +Group is liable prior to its stated maturity, w hich, in any such case individually or in the +aggregate, in the sole and absolute opinion of the Joint Sponsors and the Sponsor-Overall +Coordinators (for themselves and on behalf of the Hong Kong Underwriters): (1) has or will +have or may have a Material Adverse Change (as defined in the Hong Kong Underwriting +Agreement); or (2) has or will have or may have a material adverse effect on the success of +the Global Offering or the level of applications under the Hong Kong Public Offering or the +level of interest under the International Offering or dealings in the Offer Shares in the +secondary market; or (3) makes or will make or may make it inadvisable or inexpedient or +impracticable for the Global Offering to proceed or to market the Global Offering or to +deliver the Offer Shares on the terms and in the manner contemplated by the Offer Related +Documents (as defined below); or (4) has or will have or may have the effect of making any +part of the Hong Kong Underwriting Agreeme nt (including underw riting) incapable or +impracticable of performance in accordance with its terms or preventing or delaying the +processing of applications and/or payments pursuant to the Global Offering or pursuant to the +underwriting thereof; or +(b) there has come to the notice of the Joint Sponsors or the Sponsor-Overall Coordinators that: +(i) any statement contained in any of this Prospectus, the formal notice, the CSRC Filings +and/or in any notices, announcements, advertisements, communications or other documents +issued or used in connection with the Hong Kong Public Offering (including any supplement +or amendment thereto) but excluding the names, logos and addresses of the Joint Sponsors, +the Joint Global Coordinators, the Joint Lead Managers, the Joint Bookrunners or the +Underwriters) (collectively, the ‘‘Offer Related Documents ’’) was, when it was issued, or +has become, untrue, incorrect, inaccurate, incomplete in any material respect or misleading or +deceptive in any respect, or that any forecast, estimate, expression of opinion, intention or +expectation contained in any of the Offer Related Documents is not fair and honest and based +on reasonable assumptions; or (ii) any matter has arisen or has been discovered which would, +had it arisen or been discovered immediately before the date of this Prospectus, constitute a +misstatement or a material omission from any of the Offer Related Documents; or (iii) any +breach of any of the obligations imposed upon any party to the Hong Kong Underwriting +Agreement or the International Underwritin g Agreement (other than upon any of the Hong +Kong Underwriters or the International Underwriters); or (iv) any event, act or omission +which gives or is likely to give rise to any liability of any of the indemnifying parties +pursuant to the Hong Kong Underwriting Agreement; (v) there is any Material Adverse +Change (as defined in the Hong Kong Underwr iting Agreement); or (vi) any material breach +of, or any event or circumstance rendering untrue or incorrect or misleading in any respect, +any of the warranties set out in the Hong Kong Underwriting Agreement; or (vii) a Director +or a senior management member of our Group being charged with an indictable offense or +prohibited by operation of law or otherwise disqualified from taking part in the management +or taking directorship of a company; or (viii) any Director vacating his office; or (ix) a +prohibition on our Company for whatever reason from offering, allotting, issuing or selling +any of the H Shares (including the H Shares to be issued pursuant to the exercise of the +Over-allotment Option) pursuant to the terms of the Global Offering; or (x) non-compliance +UNDERWRITING +– 262 – + + +--- page 272 --- +of this Prospectus, the CSRC filings or any o ther documents used in connection with the +contemplated offer and sale of the Offer Shares or any aspect of the Global Offering with the +Listing Rules, the CSRC rules or any other applicable laws; or (xi) the approval by the +Listing Committee of the Stock Exchange of the listing of, and permission to deal in, the H +Shares to be issued or sold (including any additional H Shares to be issued pursuant to any +exercise of the Over-Allotment Option) under the Global Offering is refused or not granted, +other than subject to customary conditions, on or before the Listing Date, or if granted, the +approval is subsequently withdrawn, qualified (other than by customary conditions) or +withheld; or (xii) our Company withdraws any of the Offer Related Documents or the Global +Offering; or (xiii) any person (other than the Joint Sponsors) has withdrawn or is subject to +withdrawing its consent to being named in this Prospectus or to the issue of any of the Hong +Kong Public Offering Documents (as defined i n the Hong Kong Underwriting Agreement); or +(xiv) a significant portion of the orders placed or confirmed in the bookbuilding process, or +of the investment commitments made by any cor nerstone investors under agreements signed +with such cornerstone investors, have been withdrawn, terminated or canceled. +Undertaking to the Stock Exchange pursuant to the Listing Rules +Undertaking by our Company +Pursuant to Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock Exchange +that no further Shares or securities convertible into equity securities of our Company (whether or not of +a class already listed) may be issued or sold or transferred out of treasury or form the subject of any +agreement to such an issue, or sale or transfer out o f treasury within six months from the Listing Date +(whether or not such issue of Shares or securities, or sale or transfer of treasury shares will be +completed within six months from the Listing Date) , except (a) pursuant to the Global Offering or the +Over-allotment Option, or (b) under any of the circumstances provided under Rule 10.08 of the Listing +Rules. +Undertaking by the Single Largest Shareholders +Each of the Single Largest Shareholders has undertaken to the Stock Exchange and our Company +that, except pursuant to the Global Offering (inclu ding the Over-allotment Option), he/it will not and +will procure that the relevant registered holder(s ) will not without the prior written consent of the Stock +Exchange unless otherwise in compliance with the r equirements of the Listing Rules in the period +commencing on the date by referenc e to which disclosure of his/her/its shareholding in our Company is +made in this Prospectus and ending on the date which is six months from the Listing Date (the ‘‘First +Six-Month Period ’’), dispose of, nor enter into any agreement to dispose of or otherwise create any +options, rights, interests or encumbrances in respec t of, any of our Shares in respect of which he/she/it is +shown by this Prospectus to be the beneficial owner (the ‘‘Relevant Securities ’’). +UNDERWRITING +– 263 – + + +--- page 273 --- +Undertakings pursuant to the Ho ng Kong Underwriting Agreement +Undertaking by our Company +Pursuant to the Hong Kong Underwriting Agreemen t, except for the offer and sale of the Offer +Shares pursuant to the Global Offering (including pursuant to the exercise of the Over-Allotment +Option), during the period commencing on the da te of the Hong Kong Underwriting Agreement and +ending on, and including, the date that is six months from the Listing Date (the ‘‘First Six-Month +Period ’’), our Company hereby undertakes to each of the Sponsor-Overall Coordinators, the Overall +Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the +Capital Market Intermediaries, the Hong Kong U nderwriters and the Joint Sponsors not to, and to +procure each other member of our Group not to, without the prior written consent of the Joint Sponsors +and the Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) +and unless in compliance with the requirements of the Listing Rules (and only after the consent of any +relevant PRC authority (if so required) has been obtaine d): (i) offer, allot, issue, sell, accept subscription +for, offer to allot, issue or sell, contract or agree to a llot, issue or sell, assign, mortgage, charge, pledge, +hypothecate, lend, grant or sell any option, warrant, contract or right to subscribe for or purchase, grant +or purchase any option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose +of or create an Encumbrance (as defined in the Hong Kong Underwriting Agreement) over, or agree to +transfer or dispose of or create an Encumbrance (a s defined in the Hong Kong Underwriting Agreement) +over, either directly or indirectly, conditionally or unconditionally, or repurchase, any legal or beneficial +interest in any Shares or any other securities of our Company or any shares or other securities of such +o t h e rm e m b e ro fo u rG r o u p ,a sa p p l i c a b l e ,o ra n yi nterest in any of the foregoing (including without +limitation, any securities convertible into or exchangeab le or exercisable for or that represent the right to +receive, or any warrants or other rights to purchase, any H Shares or other equity securities of the +Company), or deposit, with a depositary in connectio n 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 subscription or ownership (legal o r beneficial) of any Shares or any other securities of +our Company, or any interest in any of the foregoi ng (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 Sha res or other equity securities of our Company); or (iii) enter into or +effect any transaction with the same economic effect as any transaction specified in paragraphs (i) or (ii) +above; or (iv) offer to, contract to, agree to or announce, or publicly disclose 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 Sha res or other securities of +our Company or in cash or otherwise (whether or not the issue of such Shares or such other securities of +our Company will be completed within the First Six-Month Period). +In the event that, during the period of six months commencing on the date on which the First +Six-Month Period expires (the ‘‘Second Six-Month Period ’’), our Company enters into any of the +transactions specified in paragraphs (i), (ii) or (iii) above or offers to or agrees or contracts to or +announces, or publicly discloses, any intention to enter into or effect any such transaction, our Company +shall take all reasonable steps to ensure that it w ill not create a disorderly or false market in the +securities of our Company. +UNDERWRITING +– 264 – + + +--- page 274 --- +Each of the Warrantors undertakes to each of the Sponsor-Overall Coordinators, the Overall +Coordinators, the Joint Global Coordinators, the Joint Lead Managers, the Joint Bookrunners, the +Capital Market Intermediaries, the Hong Kong Und erwriters and the Joint Sponsors to procure our +Company to comply with the above undertakings. +Undertaking by the Warrantors +Each of the Warrantors hereby undertakes to each of our Company, the Sponsor-Overall +Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint +Lead Managers, the Capital Market Intermediaries, the Hong Kong Underwriters and the Joint Sponsors +that, except as pursuant to the Global Offering (including pursuant to the exercise of the Over-allotment +Option), without the prior written consent of the Join t Sponsors and the Sponsor-Overall Coordinators +(for themselves and on behalf of the Hong Kong Underwriters) and unless in compliance with the +requirements of the Listing Rules (and only afte r the consent of any relevant PRC authority (if so +required) has been obtained): (a) h e/it will not and will procure that t he relevant registered holder(s), +any nominee or trustee holding on trust for him/it and the companies controlled by him/it will not, at +any time during the First Six-Month Period, (i) offer, sell, offer to sell, contract or agree to sell, assign, +mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract or right to +purchase, grant or purchase any option, warrant, contract or right to sell, or otherwise transfer or dispose +of or create an Encumbrance (as defined in the Hong Kong Underwriting Agreement) over, or agree to +transfer or dispose of or create an Encumbrance (a s defined in the Hong Kong Underwriting Agreement) +over, either directly or indirectly , conditionally or unconditionally, any Shares or other equity securities +of our Company beneficially owned by him/it as of the date of this Prospectus or any interest therein +(including, any securities convertible into or excha ngeable or exercisable for or that represent the right +to receive, or any warrants or other rights to purchas e, any Shares or any such other equity securities, as +applicable or any interest in any of the foregoing) (the ‘‘Locked-up Securities ’’), or deposit any +Locked-up Securities with a depositary in connection w ith the issue of depositary receipts, or (ii) enter +into any swap or other arrangement that transfers to another, in whole or in part, any of the economic +consequences of ownership of any Locked-up Securities, or (iii) enter into or effect any transaction with +the same economic effect as any transaction specified in paragraphs (i) or (ii) above, or (iv) offer to, +contract to, 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 transac tions specified in paragraphs (i), (ii) or (iii) above +is to be settled by delivery of Shares or other equity securities of our Company or in cash or otherwise +(whether or not the issue of such Shares or such oth er equity securities will be completed within the +First Six-Month Period); and (b) until the expiry of t he First Six-Month Period, in the event that he/it or +any of the relevant registered holder(s), any nominee or trustee holding on trust for him/it and the +companies controlled by him/it enters into any of the transactions specified in paragraphs (a)(i), (ii) or +(iii) and (b) above or offers to or agrees to or announc es any intention to effect any such transaction, he/ +it will take all reasonable steps to ensure that he/it will not create a disorderly or false market in the +securities of our Company, provided that, subject to strict compliance with any requirements of +applicable laws (including, without limitation and for the avoidance of doubt, the requirements of the +Stock Exchange or of the SFC or of the CSRC or of any other relevant authority), nothing in the clause +shall prevent the Warrantors from using the Locke d-up Securities as security in favour of an authorised +institution (as defined in the Ba nking Ordinance (Chapter 155) of t he laws of Hong Kong) for a bona +fide commercial loan provided that the Warrantors will (i) when they pledge or charge the Locked-up +Securities, immediately inform the Company of such pledge or charge together with the number of the +Locked-up Securities so pledged or charged; and (ii) when they receiv e indications, either verbal or +written, from the pledgee or chargee that any of the pledged or charged Locked-up Securities will be +disposed of, immediately inform the Company of such indications. +UNDERWRITING +– 265 – + + +--- page 275 --- +Our Company agrees and undertakes to each of the Sponsor-Overall Coordinators, the Overall +Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the +Capital Market Intermediaries, the Hong Kong Underwriters and the Joint Sponsors that upon receiving +such information in writing from our Warrantors, he or it shall, as soon as practicable, and if required +pursuant to the Listing Rules, notify the Stock Exchange and make a public disclosure in relation to +such information in accordance with the Listing Rules. +Further, each of our Company and the Warrantors agrees and undertakes to each of the +Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint +Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Hong Kong Underwriters +and the Joint Sponsors that it/he will not, and each o f Warrantors agrees and undertakes to each of the +Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint +Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the Hong Kong Underwriters +and the Joint Sponsors to procure that our Company will not (a) effect any purchase of the H Shares, or +agree to do so, which may reduce the holdings of the H Shares held by the public (as defined in Rule +8.24 of the Listing Rules) below the minimum public float requirements specified in the Listing Rules or +any waiver granted and not revoked by the Stock Exchange; and (b) take (or agree to) any action, +directly or indirectly, to reduce the holding of H Shares held by the public and not subject to any +disposal restrictions below the minimum free float requirements specified in the Listing Rules or any +waiver granted and not revoked by the Stock Exchange on or before the date falling twelve months after +the Listing Date without first having obtained the pr ior written consent of the Joint Sponsors and the +Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters). +Hong Kong Underwriters ’ Interests in our Company +As of the Latest Practicable Date, each of CIT IC Securities Investment Co., Ltd. and Jinshi +Kunxiang, each an affiliate of CLSA Limited, was int erested in approximately 2.09% of the total issued +share capital of our Company. Save as disclosed above and save for their respective obligations under +the Hong Kong Underwriting Agre ement, as of the Latest Practicable Date, none of the Hong Kong +Underwriters was interested, legally or beneficia lly, directly or indirectly, in any H Shares or any +securities of our Company or had any right or option ( whether legally enforceable or not) to subscribe +for or purchase, or to nominate persons to subscrib e for or purchase, any H Shares or any securities of +our Company. +Following the completion of the Global Offering, the Hong Kong Underwriters and their affiliated +companies may hold a certain portion of the H Shares a s a result of fulfilling their respective obligations +under the Hong Kong Underwriting Agreement. +UNDERWRITING +– 266 – + + +--- page 276 --- +The International Offering +International Underwriting Agreement +In connection with the International Offering, our Company and each of the Warrantors expect to +enter into the International Underwriting Agreement wi th the Overall Coordinators and the International +Underwriters on or around Friday, June 26, 2026. Under the Interna tional Underwriting Agreement and +subject to the Over-allotment Option, the International Underwriters would, subject to certain conditions +set out therein, agree severally but not jointly to proc ure subscribers for, or themselves to subscribe for, +their respective applicable proportions of the Interna tional Offer Shares initially being offered pursuant +to the International Offering. It is expected that the International Underwriting Agreement may be +terminated on similar grounds to the Hong Kong Unde rwriting Agreement. Potential investors should +note that in the event that the International Under writing Agreement is not entered into or terminated, +the Global Offering will not proceed. See ‘‘Structure of the Global Offering — The International +Offering ’’ in this Prospectus. +Over-allotment Option +Our Company is expected to grant the Over-allotm ent Option to the International Underwriters, +exercisable by the Sponsor-Overall Coordinators (for themselves and on behalf of the other Overall +Coordinators and the International Underwriters) at any time from the date of the International +Underwriting Agreement until 30 days after the la st day for lodging applications under the Hong Kong +Public Offering, pursuant to which our Company may be required to issue up to an aggregate of +2,449,900 H Shares, representing not more than 15% of the number of the Offer Shares initially +available under the Global Offering, at the Offer Pri ce, to cover over-allocations in the International +Offering, if any. See ‘‘Structure of the Global Offering — Over-allotment Option ’’ for further details. +Commissions and Expenses +The Underwriters and the Capita l Market Intermediaries will re ceive an underwriting commission +of 2.5% of the aggregate Offer Price of all the Offer Shares (including any Offer Shares to be issued +pursuant to the exercise of the Over-allotment Option) (the ‘‘Fixed Fee ’’), out of which they will pay +any sub-underwriting commissions and other fees. +Our Company may, at our sole and absolute discretion, pay to one or more Underwriters or the +Capital Market Intermediaries an incentive fee of up to 1% of the aggregate Offer Price of all the Offer +Shares (including any Offer Shares to be issued pursuant to the exercise of the Over-allotment Option) +(the ‘‘Discretionary Fee ’’). For the purposes of the Listing Rul es, the ratio of the Fixed Fee and the +Discretionary Fee payable to all Underwriters is approximately 65.71:34.29. +For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering, the +underwriting commission will not be paid to the H ong Kong Underwriters but will instead be paid, at +the rate applicable to the International Offering, to the relevant International Underwriters. +The aggregate underwriting commissions payable b y our Company to the Underwriters in relation +to the Global Offering (based on the Offer Price of HK$75.50 per Offer Share, the full payment of the +discretionary incentive fee and the full exercise of the Over-allotment Opti on) will be approximately +HK$46.5 million. +UNDERWRITING +– 267 – + + +--- page 277 --- +The aggregate underwriting commissions and in centive fees together with the Stock Exchange +listing fees, the AFRC transaction levy, the SFC tran saction levy and the Stock Exchange trading fee, +legal and other professional fees and printing and al l other expenses relating to the Global Offering are +estimated to be approximately HK $93.4 million (based on the Offer Pri ce of HK$75.50 per Offer Share, +the full payment of the discretiona ry incentive fee and the full exercise of the Over-allotment Option) +and will be paid by our Company. +Joint Sponsors ’ Fee +An amount of USD700,000 is payable by our Company as sponsor fee to the Joint Sponsors. +Indemnity +Each of our Company and the Warrantors has jointly and severally undertaken to indemnify the +Joint Sponsors, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the +Hong Kong Underwriters, the Sponsor-Overall Coordinators, the Overall Coordinators, and the Capital +Market Intermediaries for certain losses which the y may suffer or incur, including losses arising from +their performance of their oblig ations under the Hong K ong Underwriting Agreement and any breach by +any of our Company and the Warrantors of the Hong Kong Underwriting Agreement. +ACTIVITIES BY SYNDICATE MEMBERS +The underwriters of the Hong Kong Public Offering and the International Offering (together, the +‘‘Syndicate Members ’’) and their affiliates may each individually undertake a variety of activities (as +further described below) which do not form pa rt of the underwriting or stabilizing process. +The Syndicate Members and their a ffiliates are diversified financi al institutions with relationships +in countries around the world. These entities enga ge in a wide range of commercial and investment +banking, loan financing, 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 respectiv e affiliates may purchase, sell or hold a broad array +of investments and actively trade securities, derivativ es, 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 activi ties may involve or relate to assets, securities, co-investments and/or +instruments of or with our Company and/or person s and entities with relationships with our Company +and may also include swaps and other financial instruments entered into for hedging purposes in +connection with our Company ’s loans and other debt. +In relation to the H Shares, the activities of the Syndicate Members and their affiliates could +include acting as agent for buyers and sellers of the H Shares, entering into transactions with those +buyers and sellers in a principal capacity, includi ng as a lender to initial purchasers of the H Shares +(which financing may be secured by the H Shares) in the Global Offering, proprietary trading in the H +Shares, and entering into over the counter or listed der ivative transactions or listed or unlisted securities +transactions (including issuing securities such as der ivative warrants listed on a stock exchange) which +have as their underlying assets, assets including t he H Shares. Such transactions may be carried out as +bilateral agreements or trades with selected counte rparties. Those activities may require hedging activity +by those entities involving, direc tly or indirectly, the buying and selling of the H Shares, which may +have a negative impact on the trading price of the H 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 H Shares, in baskets of securities or indices including the H Shares, in +units of funds that may purchase the H Shares, or in derivatives related to any of the foregoing. +UNDERWRITING +– 268 – + + +--- page 278 --- +In relation to issues by Syndicate Members or their affiliates of any listed securities having the H +Shares as their underlying securities, whether on t he Stock Exchange or on any other stock exchange, +the rules of the stock exchange may require the issu er of those securities (or one of its affiliates or +agents) to act as a market maker or liquidity provider i n the security, and this will also result in hedging +activity in the H Shares in most cases. +All such activities may occur both during and af ter the end of the stabilizing period described in +the section headed ‘‘Structure of the Global Offering ’’. Such activities may affect the market price or +value of the H Shares, the liquidity or trading vol ume in the H Shares and the volatility of the price of +the H Shares, and the extent to which this occurs from day to day cannot be estimated. +It should be noted that when engaging in any of t hese activities, the Syndicate Members will be +subject to certain restrictions, including the following: (a) the Syndicate Members (other than the +Stabilizing Manager or its affiliates or any pers on 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 S hares), whether in the open market or otherwise, with +a view to stabilizing or maintaining the market pri ce 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 deali ng, false trading, price rigging and stock market +manipulation. +Certain of the Syndicate Members or their respec tive affiliates have provided from time to time, +and expect to provide in the future, investment banking, loan financing and other services to our +Company and each of its affiliates for which such Syn dicate Members or their respective affiliates have +received or will receive cus tomary fees and commissions. +In addition, the Syndicate Member s or their respective affiliates may provide financing to investors +to finance their subscriptions of Offer Shares in the Global Offering. +JOINT SPONSORS ’ INDEPENDENCE +Each of the Joint Sponsors satisfies the independe nce criteria set out in Rule 3A.07 of the Listing +Rules. +UNDERWRITING +– 269 – + + +--- page 279 --- +HONG KONG PUBLIC OFFERING +Number of Offer Shares Initially Offered +Our Company is initially offering 1,633,300 Share s (subject to reallocation) for subscription by the +public in Hong Kong at the Offer Pri ce, representing appr oximately 10.0 % of the Offer Shares initially +available under the Global Offering. The Offer Shares initially offered under the Hong Kong Public +Offering, subject to any reallocation of Offer Shares between the Hong Kong Public Offering and the +International Offering, will represent approximately 1.5% of the total Shares in issue immediately +following the completion of the Global Offering (assu ming the Over-allotment Option is not exercised +and no other changes are made to the issued share capital of our Company between the Latest +Practicable Date and the Listing). +The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to +professional and institutional investors. Professi onal investors generally include brokers, dealers, +companies (including fund managers) whose ordinary business involves dealing in shares and other +securities and corporate entitie s that regularly invest in shares and other securities. +Completion of the Hong Kong Public Offeri ng is subject to the conditions set out in ‘‘ — +Conditions of the Global Offering ’’ below. +Allocation +Allocation of Offer Shares to inv estors under the Hong Kong Public Offering will be based solely +on the level of valid applications received under th e 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 ba lloting, 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 o f Hong Kong Offer Shares available under the +Hong Kong Public Offering (after taking into account any reallocation referred to below) will be divided +equally (to the nearest board lot) into two pools (w ith any odd lots being allocated to pool A): pool A +and pool B. The Hong Kong Offer Shares in pool A will be allocated on an equitable basis to valid +applicants who have applied for Hong Kong Offer Shares with an aggregate subscription price of HK$5 +million (excluding brokerage, SFC transaction lev y, AFRC transaction levy and the Stock Exchange +trading fee payable) or less. The Hong Kong Offer Shares in pool B will be allocated on an equitable +basis to valid applicants who have applied for Hong Kong Offer Shares with an aggregate subscription +price of more than HK$5 million (excluding brokerage , SFC transaction levy, AFRC transaction levy +and the Stock Exchange trading fee payable) and up to the total value in pool B. +Investors should be aware that applications in pool A and applications in pool B may receive +different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the pools are +unsubscribed, such unsubscribed Hong Kong Offer Shares will be transferred to the other pool to satisfy +demand in that other pool and be allocated accordingly. For the purpose of the immediately preceding +paragraph only, the ‘‘price ’’ for Hong Kong Offer Shares means the price payable on application +therefor (without regard to the Offer Price). 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 816,600 Hong +Kong Offer Shares (being approximately 50% of the 1,633,300 Hong Kong Offer Shares initially +comprised in the Hong Kong Public Offering) is liable to be rejected. +STRUCTURE OF THE GLOBAL OFFERING +– 270 – + + +--- page 280 --- +Reallocation +The Offer Shares to be offered in the Hong Kong P ublic Offering and the International Offering +may, in certain circumstances, be reallocated as bet ween these offerings at the discretion of the Sponsor- +Overall Coordinators. Subject to the allocation cap described in the subsequent paragraph, the Sponsor- +Overall Coordinators may in their discretion reallo cate 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 Sponsor-Overall Coordinators +will have the discretion (but shall not be under any ob ligation) 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 r eallocated to the Hong Kong Public Offering will be allocated +between Pool A and Pool B and the number of Offer Shares allocated to the International Offering will +be correspondingly reduced in such manner as the Sponsor-Overall Coordinators deem appropriate. In +the event of reallocation of Offer Shares between the International Offering and the Hong Kong Public +Offering in the circumstances where (a) the Int ernational Offer Shares are fully subscribed or +oversubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of +the number of times, or (b) the International Offer Shares are undersubscribed and the Hong Kong Offer +Shares are fully subscribed or oversubscribed irrespective of the number of times, then up to 816,600 +Offer Shares may be reallocated from the Interna tional 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 2,449,900 Offer Shares, representing approximately 15% of the number of the Offer +Shares initially available under the Global Offering (b efore any exercise of the Over-allotment Option). +In the circumstance where the International Offer Shares are fully subscribed or oversubscribed and the +Hong Kong Offer Shares are undersubscribed, there will be no reallocation from the International +Offering to the Hong Kong Public Offering, and no over-allocation of H Shares to the Hong Kong +Public Offering. Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and +the International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the Guide +and the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing Rules, no mandatory clawback +or reallocation mechanism is required to increase the number of Offer Shares under the Hong Kong +Public Offering to a certain percentage of the total number of Offer Shares offered under the Global +Offering. Details of any reallocation of Offer Sha res 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, June 29, 2026. Where the International Offer Shares are +undersubscribed, if the Hong Kong Offer Shares are also undersubscribed, the Global Offering will not +proceed unless the Underwriters would subscribe or procure subscribers for their respective applicable +proportions of the Offer Shares being offered which are not taken up under the Global Offering on the +terms and conditions of this Prospect us and the Underwriting Agreements. +Applications +Each applicant under the Hong Kong Public Offering will be required to give an undertaking and +confirmation in the application submitted by him/her /it that he/she/it and any person(s) for whose benefit +he/she/it is making the application has not applied for or taken up, or indicated an interest for, and will +not apply for or take up, or indicate an interest for, any International Offer Shares under the +International Offeri ng. Such applicant ’s application under the International Offering is liable to be +rejected if such undertaking and/or confirmation is/are breached and/or untrue (as the case may be) or if +he/she/it has been or will be placed or allocated International Offer Shares under the International +Offering. +STRUCTURE OF THE GLOBAL OFFERING +– 271 – + + +--- page 281 --- +Applicants under the Hong Kong Public Offering may be required to pay, on application (subject +to application channels), the Offer Price of HK$75.50 per H Share plus brokerage of 1.0%, SFC +transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and the Stock Exchange trading fee of +0.00565%, amounting to a total of HK$7,626.14 for one board lot of 100 H Shares. +THE INTERNATIONAL OFFERING +Number of Offer Shares Initially Offered +Subject to reallocation and the Over-allotment Optio n, the International Offering will consist of an +offering of initially 14,699,600 H S hares, representing app roximately 90.0% of the Offer Shares initially +available under the Global Offering. The Offer Share s initially offered under th e International Offering, +subject to any reallocation of Offer Shares between the Hong Kong Public Offering and the International +Offering, will represent approximately 13.5% of t he total Shares in issue immediately following the +completion of the Global Offering (assuming the Ove r-allotment Option is not exercised and no other +changes are made to the issued share capital of our Company between the Latest Practicable Date and +the Listing). +Allocation +The International Offering will include selec tive marketing of Offer Shares to professional and +institutional investors and other investors anticip ated to have a sizeable demand for such Offer Shares in +Hong Kong and other jurisdictions outside the Unite d 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 secur ities and corporate entities that regularly invest in +shares and other securities. Allo cation of Offer Shares pursuant to the International Offering will be +effected in accordance with the ‘‘book-building ’’ process described in ‘‘ — Pricing and Allocation ’’ +below and based on a number of factors, including the level and timing of demand, 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 H Shares and/or hold or sell its H Shares after +the Listing. Such allocation is intended to resul t in a distribution of the H Shares on a basis which +would lead to the establishment of a solid professiona l and institutional shareholder base to the benefit +of our Group and the Shareholders as a whole. +The Sponsor-Overall Coordinators (for themselves and on behalf of other Overall Coordinators and +the Underwriters) may require any investor who has been offered Offer Shares u nder the International +Offering and who has made an application under the H ong Kong Public Offering to provide sufficient +information to the Overall Coordinators so as to allo w them to identify the relevant applications under +the Hong Kong Public Offering and to ensure that they are excluded from any allocation of Offer Shares +under the International Offering. +Reallocation +The total number of Offer Shares to be issued or so ld pursuant to the International Offering may +change as a result of reallocation as described in ‘‘ — The Hong Kong Public Offering — Reallocation ’’ +above and/or the exercise of the Over-a llotment Option in whole or in part. +STRUCTURE OF THE GLOBAL OFFERING +– 272 – + + +--- page 282 --- +OVER-ALLOTMENT OPTION +In connection with the Global Offering, our Company is expected to grant the Over-allotment +Option to the International Under writers, exercisable by the Sponsor-Overall Coordinators (for +themselves and on behalf of other Overall Coordi nators and the International Underwriters). +Pursuant to the Over-allotment Option, the Int ernational Underwriters will have the right, +exercisable by the Sponsor-Overall Coordinators (for themselves and on behalf of other Overall +Coordinators and the Internationa l Underwriters) at any time from the Listing Date until 30 days after +the last day for lodging applications under the Hong Kong Public Offering, being Saturday, July 25, +2026, to require our Company to issue up to an aggregat e of 2,449,900 additional H Shares, representing +not more than 15.0% of the Offer Shares initially ava ilable under the Global Offering, at the Offer Price +to, among other things, cover over-allocations in the International Offering, if any. +If the Over-allotment Option is exercised in full and no other changes are made to the issued share +capital of our Company between the Latest Practi cable Date and the Listing, the additional H Shares to +be issued pursuant thereto will represent approximately 2.20% of the total Shares in issue immediately +following the completion of the Global Offering and the issue of H Shares pursuant to the Over- +allotment Option. If the Over-allotment Option is exercised, an announcement will be made. +STABILIZATION +Stabilization is a practice used by underwriters in some markets to facilitate the distribution of +securities. To stabilize, the underwriters may bid for, or purchase, the securities in the secondary market, +during a specified period of time, to retard and, if pos sible, prevent a decline in the initial public market +price of the securities below the offer price. Such tra nsactions may be effected in all jurisdictions where +it is permissible to do so, in each case in complianc e with all applicable laws, rules and regulatory +requirements, including those of Hong Kong. In Hon g Kong, the price at which stabilization is effected +is not permitted to exceed the offer price. In order to effect stabilization actions, the Stabilization +Manager will arrange cover of up to an aggregate o f 2,449,900 additional H Sh ares, representing +approximately 15% of the Offer Shares initially avai lable under the Global Offering, through delayed +delivery arrangements with cornerstone investors . The delayed delivery arrangements (if specifically +agreed by an investor) relate only to the delay in the delivery of the Offer Shares to such investor and +the Offer Price for the Offer Shares allocated to such investor will be fully paid before the Listing Date. +A public announcement in compliance with the Secur ities and Futures (Price S tabilizing) Rules will be +made within seven days of the expiration of the stabilizing period. +In connection with the Global Offe ring, the Stabilization Manager (or its affiliates or any person +acting for it), on behalf of the Underwriters, may ov er-allocate or effect transactions with a view to +stabilizing or supporting the market price of the H Shares at a level higher than that which might +otherwise prevail for a limited period after the Lis ting Date. However, there is no obligation on the +Stabilization Manager (or its affiliates or any person acting for it) to conduct any such stabilizing action. +Such stabilizing action, if taken, (a) will be conduc ted at the absolute discretion of the Stabilization +Manager (or its affiliates or any person acting for it) and in what the Stabilization Manager reasonably +regards as the best interest of our Company, (b) may be discontinued at any time and (c) is required to +be brought to an end within 30 days after the last day for lodging applications under the Hong Kong +Public Offering. +Stabilization action permitted in Hong Kong pu rsuant to the Securities and Futures (Price +Stabilizing) Rules of the SFO inclu des (a) over-allocating for the purpo se of preventing or minimizing +any reduction in the market price of the H Shares, (b ) selling or agreeing to sell the H Shares so as to +STRUCTURE OF THE GLOBAL OFFERING +– 273 – + + +--- page 283 --- +establish a short position in them for the purpose of preventing or minimizing any reduction in the +market price of the H Shares, (c) purchasing or subscribing for or agreeing to purchase or subscribe for +the H Shares pursuant to the Over-allotment Option i n order to close out any position established under +paragraph (a) or (b) above, (d) purchasing or agreeing to purchase any of the H Shares for the sole +purpose of preventing or minimizing any reduction in the market price of the H Shares, (e) selling or +agreeing to sell any H Shares in order to liquidate an y 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 invest ors in the Offer Shares should note that: (a) the +Stabilization Manager (or its affiliates or any person acting for it) may, in connection with the +stabilizing action, maintain a long position in the H S hares; (b) there is no certainty as to the extent to +which and the time or period for which the Stabilizatio n Manager (or its affiliates or any person acting +for it) will maintain such a long position; (c) liquida tion of any such long position by the Stabilization +Manager (or its affiliates or any person acting f or it) and selling in the open market may have an +adverse impact on the market price of the H Shares; (d) no stabilizing action c an be taken to support the +price of the H Shares for longer than the stabiliza tion period, which will begin on the Listing Date and +is expected to expire on Saturday, July 25, 2026, being the 30th day after the last day for lodging +applications under the Hong Kong Pu blic Offering. After this date, when no further stabilizing action +may be taken, demand for the H Shares, and therefore the price of the H Shares, could fall; (e) the price +of the H Shares cannot be assured to stay at or above the Offer Price by the taking of any stabilizing +action; and (f) stabilizing bids or transactions effe cted 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. +Our Company will ensure or procure that an ann ouncement 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 H Shares in connection with the Global Offering, the +Stabilization Manager (or its affiliates or any pe rson acting for it) may cover such over-allocations by +exercising the Over-allotment Option in full or in par t, by using H Shares purchased by the Stabilization +Manager (or its affiliates or any person acting for it) in the secondary market at prices that do not +exceed the Offer Price, or by a combination of these methods. +ALLOCATION +The International Underwriters will be soliciting fro m prospective investors indications of interest +in acquiring Offer Shares in the International Offe ring. 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 about, the last day for lodging +applications under the Hong Kong Public Offering. +The Sponsor-Overall Coordinators (for themselves and on behalf of other Overall Coordinators and +the Underwriters) may, where they deem appropriate, based on the level of interest expressed by +prospective investors during the book-building process, and with the consent of our Company, reduce +the number of Offer Shares that stated in this prospectus at any time on or prior to the morning of the +last day for lodging applications under the Hong Ko ng Public Offering. In such case, our Company will, +as soon as practicable following the decision to make such reduction, and in any event not later than the +STRUCTURE OF THE GLOBAL OFFERING +– 274 – + + +--- page 284 --- +morning of the last day for lodging applications under the Hong Kong Public Offering, cause to be +published on the website of the Stock Exchange at www.hkexnews.hk and our website at +www.kalugaqueen.com notices of the reduction in the number o f Offer Shares, the cancellation of the +Global Offering and the relaunch of the offering at the revised number of Offer Shares. Our Company +will also, as soon as practicable following the deci sion to make such reduction, issue a supplemental or +new prospectus updating investors of the reduction in the number of Offer Shares, and giving investors +at least three business days to consider the new information. The supplemental or new prospectus shall +include at least the following: updated (a) listing timetable and underwriting obligations; (b) price/ +earnings multiple (if applicable), unaudited pro fo rma and adjusted net tangible assets; and (c) use of +proceeds and working capital adequacy confirmation based on revised estimated proceeds. In the event +of a reduction in the number of Offer Shares, the Sponsor-Overall Coordinators (for themselves and on +behalf of other Overall Coordinators and the Unde rwriters) may also at its discretion reallocate the +number of Offer Shares to be offered under the Hon g Kong Public Offering and the International +Offering, provided that the number of Offer Share s offered under the Hong Kong Public Offering shall +not be less than 10% of the Offer Shares availabl e under the Global Offering (without taking into +account any additional H Shares that may be issue d pursuant to the Over-allotment Option). In the +absence of any such supplemental or new prospectus so published, the number of Offer Shares will not +be reduced. +If there is any change to the offer size due to change in the number of Offer Shares initially +offered under the Global Offering (other than pursuant to the exercise of the Over-allotment Option and/ +or the reallocation mechanism as disclosed in this prospectus), or if our Company becomes aware that +there has been a significant change affecting any matter contained in this prospectus or a significant new +matter has arisen, the inclusion of information i n respect of which would have been required to be in +this prospectus if it had arisen before this prospectus was issued, after the issue of this prospectus and +before the commencement of dealings in our H Shares as prescribed under Rule 11.13 of the Listing +Rules, we are required to cancel the Global Offering and relaunch the offering and issue a supplemental +or new prospectus in FINI. +The level of applications in the Hong Kong Public Offering, the level of indications of interest in +the International Offering and the basis of allocation of the Hong Kong Offer Shares are expected to be +announced on Monday, June 29, 2026 on the website of the Stock Exchange at www.hkexnews.hk and +our website at www.kalugaqueen.com . +UNDERWRITING +The Hong Kong Public Offering is fully underwr itten by the Hong Kong Underwriters under the +terms and conditions of the Hong Kong Underwritin g Agreement. Our Company expects to enter into +the International Underwriting Agreement relating t o the International Offering on or around Friday, +June 26, 2026. These underwriting arrangements , including the Underwriting Agreements, are +summarized in ‘‘Underwriting. ’’ +CONDITIONS OF THE GLOBAL OFFERING +Acceptance of all applications fo r Offer Shares will be conditiona l on: (a) the Listing Committee +granting approval for the listing of, and permission to deal in, the H Shares to be issued pursuant to the +Global Offering (including any additional H Shares th at may be issued pursuant to the exercise of the +Over-allotment Option) on the Main Board of the Stock Exchange, and such approval and permission +not subsequently having been withdrawn or revoked prior to the commencement of dealings in the H +Shares on the Stock Exchange; (b) the Offer Price remaining fixed by the Sponsor-Overall Coordinators +(for themselves and on behalf of other Overall Coordinators and the Underwriters) and our Company; +STRUCTURE OF THE GLOBAL OFFERING +– 275 – + + +--- page 285 --- +(c) the execution and delivery of the Internationa l Underwriting Agreement on or around Friday, June +26, 2026; and (d) the obligations of the Hong Kon g Underwriters under the H ong Kong Underwriting +Agreement and the obligations of th e International Underwriters under the International Underwriting +Agreement becoming and remaining unconditional a nd not having been terminated in accordance with +the terms of the respective agreements, in each case on or before the dates and times specified in the +respective Underwriting Agreements (unless and to t he extent such conditions are validly waived on or +before such dates and times) and, in any event, not la ter than the date which is 30 days after the date of +this prospectus. +The consummation of each of the Hong Kong Public Offering and the International Offering is +conditional upon, among other things, the other offe ring 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 website of the Stock Exchange at +www.hkexnews.hk and our website at www.kalugaqueen.com on the next day following such lapse. In +such a situation, all application monies will be re turned, without interest, on the terms set out in ‘‘How +to Apply for Hong Kong Offer Shares — D. Dispatch/Collection of H Share Certificates and Refund of +Application Monies. ’’ In the meantime, all application monies wi ll be held in separate bank account(s) +with the receiving bank or other bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter +155 of the Laws of Hong Kong). +The H Share certificates for the Offer Shares w ill only become valid evidence of title at 8:00 a.m. +on the Listing Date, which is expected to be Tuesday, June 30, 2026 (Hong Kong time), provided that +the Global Offering has become unconditional in all respects and the right of termination described in +‘‘Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds +for Termination ’’ has not been exercised. Investors who trade H Shares prior to the receipt of H Share +certificates or prior to the H Share certificates b ecoming valid evidence of title do so entirely at their +own risk. +DEALINGS IN THE H SHARES +Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in +Hong Kong on Tuesday, June 30, 2026, it is expected that dealings in the H Shares on the Stock +Exchange will commence at 9:00 a.m. on Tuesday, June 30, 2026. +The H Shares will be traded in board lots of 100 H Shares each and the stock code of the H Shares +will be 6715. +STRUCTURE OF THE GLOBAL OFFERING +– 276 – + + +--- page 286 --- +IMPORTANT NOTICE TO INVESTORS +OF HONG KONG OFFER SHARES +FULLY ELECTRONIC APPLICATION PROCESS +We have adopted a fully electronic applicatio n process for the Hong Kong Public Offering +and below are the procedures for application. +This Prospectus is available at the website of the Stock Exchange at www.hkexnews.hk +under the ‘‘HKEXnews > New Listings > New Listing Information ’’section, and our website at +www.kalugaqueen.com. +The contents of this Prospectus are identical to th e prospectus as registered with the Registrar of +Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and +Miscellaneous Provisions) Ordinance. +A. APPLICATION FOR HONG KONG OFFER SHARES +1. Who Can Apply +You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you are +applying for (a) are 18 years of age or older; (b) have a Hong Kong address (for the HK eIPO +White Form service only) ; and (c) are outside the United States. +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 (a) are an exis ting Shareholder or its close associates; or (b) +are a Director, Supervisor or any of his/her close associates. +2. Application Channels +The Hong Kong Public Offering period will begin at 9:00 a.m. on Monday, June 22, +2026 and end at 12:00 noon on Thursday, June 25, 2026 (Hong Kong time). +To apply for Hong Kong Offer Shares, you may use one of the following application +channels: +Application +Channel Platform Target Investors Application Time +HK eIPO +White Form +service ..... +www.hkeipo.hk Investors who would +like to receive a +physical H Share +certificate. Hong Kong +Offer Shares +successfully applied +for will be allotted and +issued in your own +name. +From 9:00 a.m. on +Monday, June 22, 2026 +to 11:30 a.m. on +Thursday, June 25, +2026, Hong Kong time. +The latest time for +completing full +payment of application +monies will be 12:00 +noon on Thursday, +June 25, 2026, Hong +Kong time. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 277 – + + +--- page 287 --- +Application +Channel Platform Target Investors Application Time +HKSCC EIPO +channel .... +Your broker or +custodian who is a +HKSCC Participant +will submit a +HKSCC EIPO +application on your +behalf through +HKSCC ’sF I N I +system in accordance +with your instruction. +Investors who would +not like to receive a +physical H Share +certificate. Hong Kong +Offer Shares +successfully applied +for will be allotted and +issued in the name of +HKSCC Nominees, +deposited directly into +C C A S Sa n dc r e d i t e dt o +your designated +HKSCC Participant ’s +stock account. +Contact your broker or +custodian for the +earliest and latest time +for giving such +instructions, as this +m a yv a r yb yb r o k e ro r +custodian. +The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject to +capacity limitations and potential service interruptions and you are advised not to wait until the +last day of the application period to apply for Hong Kong Offer Shares. +For those applying through the HK eIPO White Form service, once you complete payment +in respect of any application instructions given by you or for your benefit through the HK eIPO +White Form service to make an application for Hong K ong Offer Shares, an actual application +shall be deemed to have been made. If you are a person for whose benefit the electronic +application instructions are given, you shall be deemed to have declared that only one set of +electronic application instructions has been given for your benefit. If you are an agent for +another person, you shall be deemed to have declared that you have only given one set of +electronic application instructions for the benefit of the person for whom you are an agent and +that you are duly authorized to give those instructions as an agent. For the avoidance of doubt, +giving an application instruction under the HK eIPO White Form service more than once and +obtaining different payment reference numbers without effecting full payment in respect of a +particular reference number will not constitute an actual application. +If you apply through the HK eIPO White Form service, you are deemed to have authorized +the HK eIPO White Form Service Provider to apply on the terms and conditions in this +Prospectus, as supplemented and amended by the terms and conditions of the HK eIPO White +Form service. By instructing your broker or custodian to apply for the Hong Kong Offer Shares on +your behalf through the HKSCC EIPO Channel, you (and, if you are joint applicants, each of you +jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC +Nominees (acting as nominee for the relevant HKS CC 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 o therwise invalidated before the closing time of +the Hong Kong Public Offering. HKSCC Nominees will only be acting as a nominee for you and +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 278 – + + +--- page 288 --- +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 a nd conditions of this Prospectus. +3. Information Required to Apply +You must provide the following info rmation with your application: +For Individual Applicants For Corporate Applicants +. Full name(s) 2 a ss h o w no ny o u ri d e n t i t yd o c u m e n t +. 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. Legal Entity Identifier ( ‘‘LEI’’) registration +document; or +ii. Certificate of incorporation; or +iii. Business registration certificate; or +iv. Other equivale nt document; and +. Identity document number +Notes: +1. If you are applying through the HK eIPO White Form service, you are required to provide a valid e-mail +address, a contact telephone number and a Hong Kong address. You are also required to declare that the +identity informatio n provided by you follows the requirements a s described in Note 2 below. In particular, +where you cannot provide a HKID number, you must confirm that you do not hold a HKID card. The number +of joint applicants may not exceed four. If you are a firm, the applicant must be in the individual members ’ +names. +2. The applicant ’s full name as shown on their identity document must be used and the surname, given name, +middle and other names (if any) must be input in the same order as shown on the identity document. If an +applicant ’s identity document contains both an English and Chinese name, both English and Chinese names +must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of the +applicant ’s identity document type must be strictly follow ed and where an individual applicant has a valid +HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID number +must be used when making an application to subscribe for shares in a public offer. Similarly for corporate +applicants, a LEI number must be used if an entity has a LEI certificate. +3. If the applicant is a trustee, the client identification data ( ‘‘CID’’) of the trustee, as set out above, will be +required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID of the +asset management company or the individual fund, as appropriate, which has opened a trading account with +the broker will be required, as above. +4. The maximum number of joint account holders on FINI +(1) is capped at four in accordance with market +practice. +5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document), +the identity document ’s issuing country or jurisdiction, the identity document type; and (ii), the identity +document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each joint +beneficial owner. If you do not include this information, the application will be treated as being made for your +benefit. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 279 – + + +--- page 289 --- +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: (a) control the co mposition of the board of dir ectors of the company; (b) +control more than half of the voting power of the company; or (c) 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 p rofits or capital). +For those applying through HKSCC EIPO channel, and making an application under a power of +attorney, we and the Sponsor-Overall Coordinators, a s our agents, have discretion to consider whether to +accept it on any conditions we think fit, including evidence of the attorney ’s authority. +F a i l i n gt op r o v i d ea n yr e q u i r e di n f o r m a t i o nm a yresult in your application being rejected. +4. Permitted Number of Hong Kon g 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$75.50 per H Share. +If you are applying through the HKSCC EIPO channel, your broker or +custodian may require you to pre-fund your application, in such +amount as determined by the broker or custodian, based on the +applicable laws and regulations in Hong Kong. You are responsible for +complying with any such pre-funding requirement imposed by your +broker or custodian with respect to the Hong Kong Offer Shares you +applied for. +By instructing your broker or custodian to apply for the Hong Kong +Offer Shares on your behalf through the HKSCC EIPO Channel, you +(and, if you are joint applicants, each of you jointly and severally) are +deemed to have instructed and authorized HKSCC to cause HKSCC +Nominees (acting as nominee for the relevant HKSCC Participants) to +arrange payment of the Offer Price, b rokerage, SFC transaction levy, +the Stock Exchange trading fee and the AFRC transaction levy by +debiting the relevant nominee ban k account at the designated bank for +your broker or custodian. +If you are applying through the HK eIPO White Form service, you +may refer to the table below for th e amount payable for the number of +Shares you have selected. You must pay the respective amount payable +on application in full upon application for Hong Kong Offer Shares. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 280 – + + +--- page 290 --- +No. of +Hong Kong +Offer Shares +applied for +Amount payable (2) +on application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Amount payable (2) +on application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Amount payable (2) +on application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Amount payable (2) +on application/ +successful +allotment +HK$ HK$ HK$ HK$ +100 7,626.14 +200 15,252.28 +300 22,878.42 +400 30,504.58 +500 38,130.71 +600 45,756.85 +700 53,383.00 +800 61,009.13 +900 68,635.27 +1,000 76,261.42 +1,500 114,392.13 +2,000 152,522.84 +2,500 190,653.54 +3,000 228,784.26 +3,500 266,914.96 +4,000 305,045.66 +4,500 343,176.38 +5,000 381,307.09 +6,000 457,568.50 +7,000 533,829.92 +8,000 610,091.35 +9,000 686,352.76 +10,000 762,614.18 +20,000 1,525,228.36 +30,000 2,287,842.53 +40,000 3,050,456.70 +50,000 3,813,070.88 +60,000 4,575,685.06 +70,000 5,338,299.23 +80,000 6,100,913.40 +90,000 6,863,527.58 +100,000 7,626,141.76 +200,000 15,252,283.50 +300,000 22,878,425.26 +400,000 30,504,567.00 +500,000 38,130,708.76 +600,000 45,756,850.50 +700,000 53,382,992.26 +816,600 +(1) 62,275,073.53 +Notes: +(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the Hong Kong +Offer Shares initially offered. +(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC +transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in +the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through the application +channel of the HK eIPO White Form service) while the SFC transaction lev y, the Stock Exchange trading fee and +the AFRC transaction levy will be paid to the SFC, the Stock Exchange and t he AFRC, respectively. +5. Multiple Applications Prohibited +You or your joint applicant(s) shall not make more than one application for your own benefit, +except where you are a nominee and provide the information of the underlying investor in your +application as required under the paragraph headed ‘‘— A. Application for Hong Kong Offer Shares +— 3 .I n f o r m a t i o nR e q u i r e dt oA p p l y’’ in this section. If you are suspected of submitting or cause to +submit more than one application, all o f your applications will be rejected. +Multiple applications made either through (i) the HK eIPO White Form service, (ii) +HKSCC EIPO channel, or (iii) both channels concurren tly are prohibited and will be rejected. If +you have made an application through the HK eIPO White Form service or HKSCC EIPO +channel, you or the person(s) for whose benefit you have made the application shall not apply +further for any Offer Shares. +The H Share Registrar would record all applica tions into its system and identify suspected +multiple applications with identical names and id entification document n umbers according to the +Best Practice Note on Treatment of Multip le/Suspected Multiple Applications ( ‘‘Best Practice +Note ’’) issued by the Federation of Share Registrars Limited. Since applications are subject to +personal information collectio n statements, identification documents numbers displayed are +redacted. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 281 – + + +--- page 291 --- +6. Terms and Conditions of An Application +By applying for Hong Kong Offer Shares through the HK eIPO White Form service or +HKSCC EIPO channel, you (or as the case may be, HKS CC Nominees will do the following +things on your behalf): (i) undertake to execute all relevant documents and instruct and authorize us +and/or the Sponsor-Overall 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 requir ed 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 y our designated HKSCC Participant ’s stock account on your +behalf; (ii) confirm that you ha ve read and understand the terms and conditions and application +procedures set out in this Prospectus and the designated website of the HK eIPO White Form +service (or as the case may be, the agreement you entered into with your broker or custodian), and +agree to be bound by them; (iii) (if you are apply ing through the HKSCC EIPO channel) agree to +the arrangements, undertakings a nd 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) an d will not rely on any other information or +representations; (vi) agree that our Company, the Joint Sponsors, the Sponsor-Overall Coordinators, +the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead +Managers, the Capital Market Intermediaries, the Underwriters, and any of their or our Company ’s +respective directors, officers, employees, partners, agents, advisors, and representatives, and any +other parties involved in the Global Offering (collectively, the ‘‘Relevant Persons ’’), the H Share +Registrar and HKSCC will not be liable for any information and representations not in this +Prospectus and any supplement to it; (vii) agree to disclose the details of your application and your +personal data and any other personal data which may be required about you and the person(s) for +whose benefit you have made the application to us, the Relevant Persons, the H Share Registrar, +HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other statutory regulatory or +governmental bodies or otherwise as required by laws, rules or regulations, for the purposes under +the paragraph headed ‘‘ — G. Personal Data — 3. Purposes and 4. Transfer of personal data ’’ in this +section; (viii) agree (without prejudice to a ny 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 misrepresenta tion; (ix) agree that subject to Section 44A(6) of +the Companies (Winding Up and Miscellaneous Provisions) Ordinance, any application made by +you or HKSCC Nominees on your behalf cannot be revoked once it is accepted, which will be +evidenced by the notification of the result of the ballot by the H Share Registrar by way of +publication of the results at the time and in th e manner as specified in the paragraph headed ‘‘ — B. +Publication of Results ’’ in this section; (x) confirm that you are aware of the situations specified in +the paragraph headed ‘‘— C. Circumstances In Which You Will Not Be Allocated Hong Kong Offer +Shares ’’ in this section; (xi) agree that y our application or HKSCC Nominees ’ application, any +acceptance of it and the resulting contract will be g overned 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, th e Articles of Associatio na n dl a w so fa n yp l a c e +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 Kon g as a result of the acceptance of your offer to +purchase, or any action arising from your right s and obligations under th e terms and conditions +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 282 – + + +--- page 292 --- +contained in this Prospectus; (xiii) confirm that (a) your application or HKSCC Nominees ’ +application on your behalf is not financed directly or indirectly by our Company, any of the +directors, chief executives, subst antial Shareholder(s) or existing s hareholder(s) of our Company or +any of our subsidiaries or any of their respective close associates; and (b) you are not accustomed +or will not be accustomed to taking instructions from our Company, any of the directors, chief +executives, substantial shareholder(s) or exis ting shareholder(s) of our Company or any of our +subsidiaries or any of their respect ive close associates in relation to t he acquisition, disposal, voting +or other disposition of the H Shares registered in y our name or otherwise held by you; (xiv) warrant +that the information you have prov ided is true and accurate; (xv) co nfirm that you understand that +we and the Sponsor-Overall Coordinators will re ly 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 yo u under the application; (xvii) de clare and represent that this is +the only application made and the only applica tion intended by you to be made to benefit you or +the person for whose benefit yo u are applying; (xviii) (if the ap plication is made for your own +benefit) warrant that no other application has been or will be made for your benefit by giving +electronic application instructions to HKSCC directly or indirectly or through the application +channel of the HK eIPO White Form service or by any one as your agent or by any other person; +and (xix) (if you are making the application as an agent for the benefit of another person) warrant +that (1) no other application has been or will be made by you as agent for or for the benefit of that +person or by that person or by any other person as agent for that person by giving electronic +application instructions to HKSCC or the HK eIPO White Form Service Provider and (2) you +have due authority to give electronic application instructions on behalf of that other person as its +agent. +B. PUBLICATION OF RESULTS +Results of Allocation +You can check whether you are successfully allocated any Hong Kong Offer Shares through: +Platform Date/Time +Applying through the HK eIPO White Form service or HKSCC EIPO channel: +Website From the +‘‘Allotment Results ’’ +page at +www.tricor.com.hk/ +ipo/result or +(www.hkeipo.hk/ +IPOResult )w i t ha +‘‘search by ID ’’ +function. +The full list of (i) wholly or partially successful +applicants using the HK eIPO White Form service and +HKSCC EIPO channel, and (ii) the number of Hong +Kong Offer Shares conditionally allotted to them, among +other things, will be displayed at www.tricor.com.hk/ +ipo/result or www.hkeipo.hk/IPOResult . +24 hours, from 11:00 p.m. +on Monday, June 29, 2026 +to 12:00 midnight on +Friday, July 3, 2026 (Hong +Kong time). +The Stock Exchange ’s website at www.hkexnews.hk and +our website at www.kalugaqueen.com which will +provide links to the above-mentioned websites of the H +Share Registrar. +No later than 11:00 p.m. on +Monday, June 29, 2026 +(Hong Kong time). +Telephone +852 3691 8488 — the allocation results telephone enquiry line provided by +t h eHS h a r eR e g i s t r a r. +B e t w e e n9 : 0 0a . m .a n d6 : 0 0 +p.m., from Tuesday, June +30, 2026 to Monday, July 6, +2026 (Hong Kong time) on +ab u s i n e s sd a y . +For those applying through HKSCC EIPO channel, you may also check with your broker or +custodian from 6:00 p.m. on Friday, June 26, 2026 (Hong Kong time). +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 283 – + + +--- page 293 --- +HKSCC Participants can log into FINI and revi ew the allotment result from 6:00 p.m. on +Friday, June 26, 2026 (Hong Kong time) on a 24-hour basis and should report any discrepancies +on allotments to HKSCC as soon as practicable. +Allocation Announcement +We expect to announce the level of indications of interest in the International Offering, the +level of applications in the Hong Kong Public Offering and the basis of allocations of Hong Kong +Offer Shares on the Stock Exchange ’s website at +www.hkexnews.hk and our website at +www.kalugaqueen.com by no later than 11:00 p.m. on Monday, June 29, 2026 (Hong Kong time). +C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG OFFER +SHARES +You should note the following situations in which Hong Kong Offer Shares will not be allocated +to you or the person(s) for whose benefit you are applying for: +1. If your application is revoked: Your application or the application made by HKSCC +Nominees on your behalf may be revoked pursuant to Section 44A(6) of the Companies +(Winding Up and Miscellaneou s Provisions) Ordinance. +2. If we or our agents exercise our discretion to reject your application: We, the Sponsor- +Overall Coordinators, the H Share Registrar and their respective agents and nominees have +full discretion to reject or accept any application, or to accept only part of any application, +without giving any reasons. +3. If the allocation of Hong Kong Offer Shares is void: The allocation of Hong Kong Offer +Shares will be void if the Stock Exchange does not grant permission to list the H Shares +either (a) within three weeks from the closing date of the application lists; or (b) within a +longer period of up to six weeks if the Stock Exchange notifies us of that longer period +within three weeks of the closing date of the application lists. +4. If: (a) you make multiple applications or suspect ed multiple applicati ons. You may refer to +the paragraph headed ‘‘— A. Application for Hong Kong Offer Shares — 5. Multiple +Applications Prohibited ’’ in this section on what constitute s multiple applications; (b) your +application instruction is incomplete; (c) your payment (or confirmation of funds, as the case +may be) is not made correctly; (d) the U nderwriting Agreements do not become +unconditional or are terminated; (e) we or the S ponsor-Overall Coordinators believe that by +accepting your application, it or we would violate applicable se curities or other laws, rules or +regulations. +5. If there is money settlement failure for allotted H Shares: +Based on the arrangements between HKSCC Par ticipants and HKSCC, HKSCC Participants +will be required to hold sufficient application fund s 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 se ttle each HKSCC Participant ’s actual Hong Kong Offer Share +allotment from their designated bank. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 284 – + + +--- page 294 --- +There is a risk of money settlement failure. In the extreme event of money settlement +failure by a HKSCC Participant (or its designate d bank), who is acting on your behalf in settling +payment for your allotted H Shares, HKSCC will co ntact 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 settleme nt obligation cannot be m et, the affected Hong +Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer Shares +applied for by you through the broker or custodian may be affected to the extent of the settlement +failure. In the extreme case, you will not be allo cated any Hong Kong Offer Shares due to the +money settlement failure by such HKSCC Participant. None of us , the Relevant Persons, the H +Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are not allocated to +you due to the money settlement failure. +D. DISPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF +APPLICATION MONIES +You will receive one H Share certificate for all H ong Kong Offer Shares allotted to you under the +Hong Kong Public Offering (except pursuant to applications made through the HKSCC EIPO channel +where the H Share certificates will be deposited into CCASS as described below). No temporary +document of title will be issued in respect of the H Sh ares. No receipt will be issued for sums paid on +application. +H Share certificates will only become valid at 8:00 a.m. on the Listing Date, provided that the +Global Offering has become uncond itional and the right of terminatio n described in the section headed +‘‘Underwriting — Underwriting Arrangements — Hong Kong Public Offering — Grounds for +Termination ’’ has not been exercised. Investors who trade the H Shares on the basis of publicly +available allocation details prior to the receipt of H Share certificates or prior to the H Share certificates +becoming valid evidence of title do so entirely at th eir own risk. The right is reserved to retain any H +Share certificate(s) and (if applicable) any surplus application monies pending clearance of application +monies. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 285 – + + +--- page 295 --- +The following sets out the relevant procedures and time: +HK eIPO White Form service HKSCC EIPO channel +Dispatch/collection of H Share certificate 1 +For application of 500,000 +Hong Kong Offer Shares +or more +Collection in person at the H Share Registrar, Tricor +Investor Services Limited, at 17/F, Far East Finance +Centre, 16 Harcourt Road, Hong Kong. +Time: from 9:00 a.m. to 1:00 p.m. on Tuesday, June +30, 2026 (Hong Kong time). +If you are an individual, you must not authorize any +other person to collect for you. If you are a corporate +applicant, your authorized representative must bear a +letter of authorization fro m your corporation stamped +with your corporation ’s chop. +Both individuals and authorized representatives must +produce, at the time of collection, evidence of +identity acceptable to t he H Share Registrar. +Note: If you do not collect your H Share +certificate(s) personally within the time above, it/they +will be sent to the address specified in your +application instructions by ordinary post at your own +risk. +H Share certificate(s) will be issued +in the name of HKSCC Nominees, +deposited into CCASS and credited +to your designated HKSCC +Participant ’s stock account. +No action by you is required. +For application of less than +500,000 Hong Kong +Offer Shares +Your H Share certificate(s) will be sent to the +address specified in your application instructions by +ordinary post at your own risk. +Date: Monday, June 29, 2026 +Refund mechanism for surplus application monies paid by you +Date Tuesday, June 30, 2026 Subject to the arrangement between +you and your broker or custodian. +Responsible party H Share Registrar Your broker or custodian. +Application monies paid +through single bank +account +HK eIPO White Form +e-Auto Refund payment instructions to your +designated bank account. +Your broker or custodian will +arrange refund to your designated +bank account subject to the +arrangement between you and it.Application monies paid +through multiple bank +accounts +Refund cheque(s) will be dispatched to the address +ads specified in your application instructions by +ordinary post at your own risk. +1. Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or +Extreme Conditions in the morning on Monday, June 29 , 2026 rendering it impossibl e for the relevant H Share +certificates to be dispatched to HKSCC in a timely manner, the Company shall procure the H Share Registrar to +arrange for delivery of the supporting documents and H Share certificates in accordance with the contingency +arrangements as agreed between them. You may refer to ‘‘ — E. Bad Weather Arrangements ’’ in this section. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 286 – + + +--- page 296 --- +E. BAD WEATHER ARRANGEMENTS +The Opening and Closing of the Application Lists +The application lists will not open or close on Thursday, June 25, 2026 if there is/are: (a) a +tropical cyclone warning signal number 8 or above; (b) a black rainstorm warning; and/or (c) +Extreme Conditions, (collectively, ‘‘Bad Weather Signals ’’), in force in Hong Kong at any time +between 9:00 a.m. and 12:00 noon on Thursday, June 25, 2026. Instead they will open between +11:45 a.m. and 12:00 noon and/or close at 12:00 noon on the next business day which does not +have Bad Weather Signals in force at any time between 9:00 a.m. and 12:00 noon. +Prospective investors should be aware that a postponement of the opening/closing of the +application lists may result in a delay in the lis ting date. Should there be any changes to the dates +mentioned in the section headed ‘‘Expected Timetable ’’ in this Prospectus, an announcement will +be made and published on the Stock Exchange ’s website at +www.hkexnews.hk and our website at +www.kalugaqueen.com of the revised timetable. +If a Bad Weather Signal is hoisted on Monday, June 29, 2026, the H Share Registrar will +make appropriate arrangements for the delivery of the H Share certificates to the HKSCC +Depository ’s service counter so that they would be available for trading on Tuesday, June 30, +2026. If a Bad Weather Signal is hoisted on Monday, June 29, 2026, for application of less than +500,000 Hong Kong Offer Shares, the despatch of physical H Share certificate(s) will be made by +ordinary post when the post office re-opens after the Bad Weather Signal is lowered or canceled +(e.g. in the afternoon of Monday, June 29, 2026 or on Tuesday, June 30, 2026). If a Bad Weather +Signal is hoisted on Tuesday, June 30, 2026, for application of 500,000 Hong Kong Offer Shares +or more, physical H Share certificate(s) will be av ailable for collection in person at the H Share +Registrar ’s Office after the Bad Weather Signal is lowered or canceled (e.g. in the afternoon of +Tuesday, June 30, 2026 or on Thursday, July 2, 2026). +Prospective investors should be aware that if they choose to receive physical H Share +certificates issued in their own name, there may be a delay in receiving the H Share +certificates. +F. ADMISSION OF THE H SHARES INTO CCASS +If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the Stock +Exchange and we comply with the stock admission requirements of HKSCC, the H Shares will be +accepted as eligible securities by HKSCC for depos it, clearance and settlement in CCASS with effect +from the date of commencement of dealings in th e H Shares or any other date HKSCC chooses. +Settlement of transactions between Exchange Partic ipants is required to take place in CCASS on the +second settlement day after any trading day. +All activities under CCASS are subject to the Ge neral Rules of HKSCC and HKSCC Operational +Procedures in effect from time to time. All necessary arrangements have been made enabling the H +Shares to be admitted into CCASS. You should seek the advice of your broker or other professional +advisor for details of the settle ment arrangement as such arrange ments may affect your rights and +interests. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 287 – + + +--- page 297 --- +G. PERSONAL DATA +The following Personal Information Collection S tatement applies to any personal data collected +and held by our Company, the H Share Registrar, the receiving bank and the Relevant Persons about +you in the same way as it applies to personal data about applicants other than HKSCC Nominees. This +personal data may include client identifier(s) and your identification information. By giving application +instructions to HKSCC, you acknowledge that you hav e 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 Stateme nt informs the applicant for, and holder of, +Hong Kong Offer Shares, of the policies and practices of our Company and the H Share Registrar +in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of +Hong Kong). +2. Reasons for the collection of your personal data +It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure that +personal data supplied to our Company or its agents and the H Share Registrar is accurate and +up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer Shares +into or out of their names or in procuring the ser vices of the H Share Registrar. Failure to supply +the requested data or supplying inaccurate data may result in your application for Hong Kong +Offer Shares being rejected, or in the delay or the inability of our Company or the H Share +Registrar to effect transfers or otherwise render their services. It may also prevent or delay +registration or transfers of Hong Kong Offer Shares which you have successfully applied for and/ +or the dispatch of H Share certificate(s) to whic h you are entitled. It is important that applicants +for and holders of Hong Kong Offer Shares inform our Company and the H Share Registrar +immediately of any inaccuracies in the personal data supplied. +3. Purposes +Your personal data may be used, held, processed, and/or stored (by whatever means) for the +following purposes: (a) processing your application and refund cheque and HK eIPO White Form +e-Auto Refund payment instruction(s), where appl icable, verification of compliance with the terms +and application procedures set out in this Prospect us and announcing results of allocation of Hong +Kong Offer Shares; (b) compliance with applic able laws and regulations in Hong Kong and +elsewhere; (c) registering new issues or transfers into or out of the names of the holders of the H +Shares including, where applicable, HKSCC Nomin ees; (d) maintaining or updating the register of +members of our Company; (e) verifying identitie s of applicants for and holders of the H Shares +and identifying any duplicate applications for t he Shares; (f) facilitating Hong Kong Offer Shares +balloting; (g) establishing benefit entitlements of holders of the H Shares, suc h as dividends, rights +issues, bonus issues, etc.; (h) distributing communications from our Company and our subsidiaries; +(i) compiling statistical information and profile s of the holder of the H Shares; (j) disclosing +relevant information to facilitate claims on entitleme nts; and (k) any other incidental or associated +purposes relating to the above and/or to enable our Company and the H Share Registrar to +discharge their obligations to applicants and holders of the H Shares and/or regulators and/or any +other purposes to which applicants and holders of the H Shares may from time to time agree. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 288 – + + +--- page 298 --- +4. Transfer of personal data +P e r s o n a ld a t ah e l db yo u rC o m p a n ya n dt h eHS h a re Registrar relating to the applicants for +and holders of Hong Kong Offer Shares will be kept confidential but our Company and the H +Share Registrar may, to the extent necessary for achieving any of the above purposes, disclose, +obtain or transfer (whether within or outside Hong Kong) the personal data to, from or with any of +the following: (a) our Company ’s appointed agents such as financial advisors, receiving bank and +overseas principal share registrar; (b) HKSCC or HKSCC Nominees, who will use the personal +data and may transfer the personal data to the H Share Registrar, in each case for the purposes of +providing its services or facilities or perform ing 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); (c) any agents, contractors or third-party service providers +who offer administrative, telecommunications , computer, payment or other services to our +C o m p a n yo rt h eHS h a r eR e g i s t r a ri nc o n n e c t i o nwith their respective business operation; (d) 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 (e) +any persons or institutions with which the holders of Hong Kong Offer Shares have or propose to +have dealings, such as their bankers, solicitors, accountants or brokers etc. +5. Retention of personal data +Our Company and the H Share Registrar will keep the personal data of the applicants and +holders of Hong Kong Offer Shares for as long as necessary to fulfill the purposes for which the +personal data were collected. Personal data which is no longer required will be destroyed or dealt +with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong +Kong). +6. Access to and correction of personal data +Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether +our Company or the H Share Registrar hold their personal data, to obtain a copy of that data, and +to correct any data that is inaccurate. Our Company and the H Share Registrar have the right to +charge a reasonable fee for the processing of such requests. All requests for access to data or +correction of data should be addressed to our Company and the H Share Registrar, at their +registered address disclosed in the section headed ‘‘Corporate information ’’ in this Prospectus or as +notified from time to time, for the attention of our joint company secretaries, or the H Share +Registrar for the attention of the privacy compliance officer. +HOW TO APPLY FOR HONG KONG OFFER SHARES +– 289 – + + +--- page 299 --- +The following is the text of a report set out on pages I-1 to I-2, received from the Company ’s +reporting accountant, Pricewat erhouseCoopers, 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 Ko ng Institute of Certified Public Accountants. +ACCOUNTANT ’S REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE +DIRECTORS OF HANGZHOU QIANDAOHU XUNLONG SCI-TECH CO., LTD. AND CITIC +SECURITIES (HONG KONG) LIMITED AND C HINA SECURITIES (INTERNATIONAL) +CORPORATE FINANCE COMPANY LIMITED +Introduction +We report on the historical financial informa tion of Hangzhou Qiandaohu Xunlong Sci-tech Co., +Ltd. (the ‘‘Company ’’) and its subsidiaries (together, the ‘‘Group ’’) set out on pages I-3 to I-95, which +comprises the consolidated balance sheets as at December 31, 2023, 2024 and 2025, the balance sheets +of the Company as at December 31, 2023, 2024 and 2025, and the consolidated statements of +comprehensive income, the consolidated statements of changes in equity and the consolidated statements +of cash flows for each of the years ended December 31, 2023, 2024 and 2025 (the ‘‘Track Record +Period ’’) and material accounting policy information and other explanatory information (together, the +‘‘Historical Financial Information ’’). The Historical Financial Information set out on pages I-3 to I-95 +forms an integral part of this report, which has been prepared for inclusion in the prospectus of the +Company dated June 22, 2026 (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 Histori cal Financial Information +The directors of the Company are responsible for the preparation of Historical Financial +Information that gives a true and fair view in accord ance with the basis of preparation set out in Note +2.1 to the Historical Financial Information, and for such internal control as the directors determine is +necessary to enable the preparation of Historical F inancial 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 H istorical Financial Inf ormation 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 Historica l Financial Information is free from material +misstatement. +www.pwchk.com +PricewaterhouseCoopers +22/F Prince’s Building, Central +Hong Kong SAR, China +T: +852 2289 8888, F: +852 2810 9888 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-1 – + + +--- page 300 --- +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 ma terial 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 F inancial Information that +gives a true and fair view in accordance with the basis of preparation set out in Note 2.1 to the +Historical Financial Information in order to design pr ocedures that are appropria te 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 wel l 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 pos ition of the Company as at December 31, 2023, 2024 and +2025 and the consolidated financial position of t he Group as at December 31, 2023, 2024 and 2025 and +of its consolidated financial performance and its consolidated cash flows for the Track Record Period in +accordance with the basis of preparation set out in Note 2.1 to the Historical Financial Information. +Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange of +Hong Kong Limited (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-3 have been made. +Dividends +We refer to Note 25 to the Historical Financial Information which contains information about the +dividends paid by the Company in respect of the Track Record Period. +PricewaterhouseCoopers +Certified Public Accountants +Hong Kong +June 22, 2026 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-2 – + + +--- page 301 --- +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 Gr oup for the Track Record Period, on which the +Historical Financial Information is based, were aud ited by PricewaterhouseCoopers in accordance with +International Standards on Auditin g issued by the International Auditing and Assurance Standards Board +(the ‘‘Underlying Financial Statements ’’). +The Historical Financial Information is presented in Renminbi ( ‘‘RMB’’) and all values are +rounded to the nearest thousand RMB (RMB ’000) except when otherwise indicated. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-3 – + + +--- page 302 --- +CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME +Year ended December 31, +2023 2024 2025 +Results before +fair value +adjustments on +biological +assets +Fair value +adjustments on +biological +assets Total +Results before +fair value +adjustments on +biological +assets +Fair value +adjustments on +biological +assets Total +Results before +fair value +adjustments on +biological +assets +Fair value +adjustments on +biological +assets Total +Note RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +R e v e n u e ............. 5 577,241 — 577,241 669,293 — 669,293 769,006 — 769,006 +C o s to fs a l e s .......... 6 (172,620) (396,867) (569,487) (225,760) (463,203) (688,963) (248,064) (512,373) (760,437) +G r o s sp r o f i t........... 404,621 (396,867) 7,754 443,533 (463,203) (19,670) 520,942 (512,373) 8,569 +Selling and marketing +e x p e n s e s........... 6 (34,617) — (34,617) (48,826) — (48,826) (53,858) — (53,858) +General and administrative +e x p e n s e s........... 6 (71,913) — (71,913) (39,160) — (39,160) (69,612) — (69,612) +Research and development +e x p e n s e s........... 6 (22,710) — (22,710) (24,231) — (24,231) (28,200) — (28,200) +O t h e ri n c o m e .......... 8 6,561 — 6,561 11,993 — 11,993 25,838 — 25,838 +Other (losses)/gains — net . . 9 (4,031) — (4,031) 7,239 — 7,239 (11,049) — (11,049) +Net impairment (losses)/gains +o nf i n a n c i a la s s e t s ..... 3.1(b) (569) — (569) (1,878) — (1,878) 1,828 — 1,828 +Fair value changes on +b i o l o g i c a la s s e t s ...... 20 — 455,372 455,372 — 509,799 509,799 — 554,119 554,119 +Operating profit ........ 277,342 58,505 335,847 348,670 46,596 395,266 385,889 41,746 427,635 +F i n a n c ei n c o m e......... 10 1,466 — 1,466 6,288 — 6,288 11,897 — 11,897 +F i n a n c ec o s t s .......... 10 (5,479) — (5,479) (3,955) — (3,955) (5,102) — (5,102) +Finance (costs)/income — net . (4,013) — (4,013) 2,333 — 2,333 6,795 — 6,795 +Profit before income tax . . . 273,329 58,505 331,834 351,003 46,596 397,599 392,684 41,746 434,430 +I n c o m et a xe x p e n s e s...... 11(b) (58,935) — (58,935) (73,475) — (73,475) (69,401) — (69,401) +Profit for the year ...... 214,394 58,505 272,899 277,528 46,596 324,124 323,283 41,746 365,029 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-4 – + + +--- page 303 --- +Year ended December 31, +2023 2024 2025 +Results before +fair value +adjustments on +biological +assets +Fair value +adjustments on +biological +assets Total +Results before +fair value +adjustments on +biological +assets +Fair value +adjustments on +biological +assets Total +Results before +fair value +adjustments on +biological +assets +Fair value +adjustments on +biological +assets Total +Note RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +Profit for the year +attributable to: +— Owners of +t h eC o m p a n y .... 270,117 308,417 363,397 +— Non-controlling +i n t e r e s t s ....... 2 , 7 8 2 1 5 , 7 0 7 1 , 6 3 2 +272,899 324,124 365,029 +Total comprehensive income +for the year ........ 272,899 324,124 365,029 +Total comprehensive income +for the year attributable +to: +— Owners of +t h eC o m p a n y .... 270,117 308,417 363,397 +— Non-controlling +i n t e r e s t s ....... 2 , 7 8 2 1 5 , 7 0 7 1 , 6 3 2 +272,899 324,124 365,029 +Profits per share attributable +to the owners of +the Company +Basic earnings per share +( i nR M Bp e rs h a r e ) .... 12(i) 3.12 3.42 4.03 +Diluted earnings per share +( i nR M Bp e rs h a r e ) .... 12(ii) 3.12 3.42 4.02 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-5 – + + +--- page 304 --- +CONSOLIDATED BALANCE SHEETS +As at December 31, +2023 2024 2025 +Note RMB’000 RMB ’000 RMB ’000 +Assets +Non-current assets +P r o p e r t y ,p l a n ta n de q u i p m e n t ................. 13 247,136 293,176 312,177 +R i g h t - o f - u s ea s s e t s......................... 14(a) 41,089 39,506 47,726 +I n t a n g i b l ea s s e t s .......................... 15 611 7,912 7,410 +P r e p a y m e n t sa n do t h e rr e c e i v a b l e s .............. 18 499 870 14,330 +D e f e r r e di n c o m et a xa s s e t s ................... 30 1,597 1,586 991 +Total non-current assets .................... 2 9 0 , 9 3 2 3 4 3 , 0 5 0 3 8 2 , 6 3 4 +Current assets +I n v e n t o r i e s .............................. 19 50,759 43,872 58,891 +B i o l o g i c a la s s e t s .......................... 20 1,389,247 1,553,493 1,748,746 +Prepayments, other receivables and +o t h e rc u r r e n ta s s e t s....................... 18 23,995 26,563 24,605 +T r a d er e c e i v a b l e s.......................... 17 48,970 57,414 33,903 +R e s t r i c t e dc a s h ........................... 21(b) 18,654 16,469 6,049 +C a s ha n dc a s he q u i v a l e n t s.................... 21(a) 207,990 303,633 783,613 +Total current assets ....................... 1 , 7 3 9 , 6 1 5 2 , 0 0 1 , 4 4 4 2 , 6 5 5 , 8 0 7 +Total assets ............................. 2 , 0 3 0 , 5 4 7 2 , 3 4 4 , 4 9 4 3 , 0 3 8 , 4 4 1 +Liabilities +Non-current liabilities +B o r r o w i n g s.............................. 28 54,249 14,660 81,460 +Lease liabilities . . . . . . ..................... 14(b) 25,636 27,538 26,851 +A c c r u a l sa n do t h e rp a y a b l e s .................. 27 7,410 6,490 156,187 +D e f e r r e di n c o m e .......................... 29 30,823 48,104 51,777 +Deferred income tax liabilities ................. 30 132,384 145,635 153,159 +Total non-current liabilities .................. 2 5 0 , 5 0 2 2 4 2 , 4 2 7 4 6 9 , 4 3 4 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-6 – + + +--- page 305 --- +As at December 31, +2023 2024 2025 +Note RMB’000 RMB ’000 RMB ’000 +Current liabilities +T r a d ea n dn o t e sp a y a b l e s .................... 26 89,512 107,779 133,333 +A c c r u a l sa n do t h e rp a y a b l e s .................. 27 99,115 78,826 109,223 +D i v i d e n dp a y a b l e.......................... 7 , 2 4 1 —— +Contract liabilities . . . . ..................... 5(b) 10,273 18,686 18,091 +B o r r o w i n g s.............................. 28 39,137 10,340 151,157 +Lease liabilities . . . . . . ..................... 14(b) 1,816 1,462 5,568 +I n c o m et a xp a y a b l e s........................ 3 0 , 3 9 9 4 8 , 2 2 7 4 8 , 0 2 7 +Total current liabilities ..................... 2 7 7 , 4 9 3 2 6 5 , 3 2 0 4 6 5 , 3 9 9 +Total liabilities ........................... 5 2 7 , 9 9 5 5 0 7 , 7 4 7 9 3 4 , 8 3 3 +Equity +S h a r ec a p i t a l............................. 22(a) 90,243 90,243 92,553 +S h a r e sh e l df o rr e s t r i c t e ds h a r es c h e m e s .......... 22(b) —— (2,310) +R e s e r v e s................................ 23 320,908 330,979 373,863 +R e t a i n e de a r n i n g s .......................... 1 , 0 3 1 , 0 0 9 1 , 3 3 9 , 4 2 6 1 , 5 5 8 , 3 4 1 +Equity attributable to owners of +the Company .......................... 1 , 4 4 2 , 1 6 0 1 , 7 6 0 , 6 4 8 2 , 0 2 2 , 4 4 7 +Non-controlling interests ..................... 6 0 , 3 9 2 7 6 , 0 9 9 8 1 , 1 6 1 +Total equity ............................. 1 , 5 0 2 , 5 5 2 1 , 8 3 6 , 7 4 7 2 , 1 0 3 , 6 0 8 +Net current assets ......................... 1 , 4 6 2 , 1 2 2 1 , 7 3 6 , 1 2 4 2 , 1 9 0 , 4 0 8 +Total liabilities and equity ................... 2 , 0 3 0 , 5 4 7 2 , 3 4 4 , 4 9 4 3 , 0 3 8 , 4 4 1 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-7 – + + +--- page 306 --- +BALANCE SHEETS OF THE COMPANY +As at December 31, +2023 2024 2025 +Note RMB’000 RMB ’000 RMB ’000 +Assets +Non-current assets +P r o p e r t y ,p l a n ta n de q u i p m e n t ................. 13 67,340 61,038 50,921 +R i g h t - o f - u s ea s s e t s ......................... 14(a) 9,442 11,075 10,238 +I n v e s t m e n ti ns u b s i d i a r i e s .................... 36 258,757 268,338 539,203 +I n t a n g i b l ea s s e t s........................... 15 — 547 1,512 +P r e p a y m e n t sa n do t h e rr e c e i v a b l e s .............. 18 300 — 30 +Total non-current assets ..................... 3 3 5 , 8 3 9 3 4 0 , 9 9 8 6 0 1 , 9 0 4 +Current assets +I n v e n t o r i e s............................... 19 2,520 1,873 1,378 +B i o l o g i c a la s s e t s........................... 20 570,043 565,234 426,492 +A m o u n t sd u ef r o ms u b s i d i a r i e s................. 35 322,502 444,043 648,995 +Prepayments, other receivables and other current assets 18 6,242 3,212 6,431 +T r a d er e c e i v a b l e s .......................... 17 344 1,731 — +R e s t r i c t e dc a s h............................ 21(b) 10,651 7,510 6,000 +C a s ha n dc a s he q u i v a l e n t s .................... 21(a) 40,716 127,293 23,390 +Total current assets ........................ 9 5 3 , 0 1 8 1 , 1 5 0 , 8 9 6 1 , 1 1 2 , 6 8 6 +Total assets .............................. 1 , 2 8 8 , 8 5 7 1 , 4 9 1 , 8 9 4 1 , 7 1 4 , 5 9 0 +Liabilities +Non-current liabilities +B o r r o w i n g s .............................. 28 54,249 12,000 69,000 +Lease liabilities . . . . . . . . . .................. 14(b) 8,077 11,153 10,974 +D e f e r r e di n c o m e........................... 29 14,669 14,024 12,301 +Deferred income tax liabilities ................. 30 26,595 16,071 7,535 +Total non-current liabilities .................. 1 0 3 , 5 9 0 5 3 , 2 4 8 9 9 , 8 1 0 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-8 – + + +--- page 307 --- +As at December 31, +2023 2024 2025 +Note RMB’000 RMB ’000 RMB ’000 +Current liabilities +T r a d ea n dn o t e sp a y a b l e s..................... 26 75,816 84,551 108,973 +A m o u n t sd u et os u b s i d i a r i e s................... 35 81,560 127,410 72,959 +A c c r u a l sa n do t h e rp a y a b l e s................... 27 44,456 14,182 34,773 +D i v i d e n dp a y a b l e .......................... 7 , 2 4 1 —— +B o r r o w i n g s .............................. 28 1,001 3,000 151,157 +Lease liabilities . . . . . . . . . .................. 14(b) 787 423 220 +I n c o m et a xp a y a b l e s ........................ 1 3 , 6 0 4 4 , 5 1 4 8 , 9 4 9 +Total current liabilities ..................... 2 2 4 , 4 6 5 2 3 4 , 0 8 0 3 7 7 , 0 3 1 +Total liabilities ........................... 3 2 8 , 0 5 5 2 8 7 , 3 2 8 4 7 6 , 8 4 1 +Equity +S h a r ec a p i t a l ............................. 22(a) 90,243 90,243 92,553 +S h a r e sh e l df o rr e s t r i c t e ds h a r es c h e m e s ........... 22(b) —— (2,310) +R e s e r v e s ................................ 23 357,630 367,701 402,622 +R e t a i n e de a r n i n g s .......................... 5 1 2 , 9 2 9 7 4 6 , 6 2 2 7 4 4 , 8 8 4 +Total equity ............................. 9 6 0 , 8 0 2 1 , 2 0 4 , 5 6 6 1 , 2 3 7 , 7 4 9 +Net current assets ......................... 7 2 8 , 5 5 3 9 1 6 , 8 1 6 7 3 5 , 6 5 5 +Total liabilities and equity ................... 1 , 2 8 8 , 8 5 7 1 , 4 9 1 , 8 9 4 1 , 7 1 4 , 5 9 0 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-9 – + + +--- page 308 --- +CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY +Attributable to owners of the Company +Share +capital Reserves +Retained +earnings Total +Non- +controlling +interests +Total +equity +Note RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +Balance as at January 1, 2023 . . . 85,945 282,538 844,689 1,213,172 86,787 1,299,959 +Comprehensive income +P r o f i tf o rt h ey e a r ............. —— 270,117 270,117 2,782 272,899 +Transactions with equity holders +of the Company: +I s s u a n c eo fo r d i n a r ys h a r e s ...... 22, 24 4,298 32,659 — 36,957 — 36,957 +Acquisition of non-controlling +i n t e r e s t s ................. 23 — (36,723) — (36,723) (24,277) (61,000) +D i v i d e n d sd i s t r i b u t i o n.......... 25 —— (81,648) (81,648) (4,900) (86,548) +S u r p l u sR e s e r v e .............. 23 — 2,149 (2,149) ——— +Share-based compensation expenses . 24 — 40,285 — 40,285 — 40,285 +Balance as at December 31, 2023 . 90,243 320,908 1,031,009 1,442,160 60,392 1,502,552 +Balance as at January 1, 2024 . . . 90,243 320,908 1,031,009 1,442,160 60,392 1,502,552 +Comprehensive income +P r o f i tf o rt h ey e a r ............. —— 308,417 308,417 15,707 324,124 +Transactions with equity holders +of the Company: +Share-based compensation expenses . 24 — 10,071 — 10,071 — 10,071 +Balance as at December 31, 2024 . 90,243 330,979 1,339,426 1,760,648 76,099 1,836,747 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-10 – + + +--- page 309 --- +Attributable to owners of the Company +Share +capital +Shares +held for +restricted +share +schemes Reserves +Retained +earnings Total +Non- +controlling +interests +Total +equity +Note RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +Balance as at January 1, 2025 ....... 9 0 , 2 4 3 — 330,979 1,339,426 1,760,648 76,099 1,836,747 +Comprehensive income +P r o f i tf o rt h ey e a r ................ ——— 363,397 363,397 1,632 365,029 +Transactions with equity holders of +the Company: +I s s u a n c eo fo r d i n a r ys h a r e s .......... 22, 24 2,310 — 29,337 — 31,647 — 31,647 +S h a r e sh e l df o rs h a r e sa w a r ds c h e m e .... 24 — (2,310) 2,310 ———— +Repurchase obligation under share-based +p a y m e n ta r r a n g e m e n t s ........... 24 —— (15,824) — (15,824) — (15,824) +Capital contribution from +n o n - c o n t r o l l i n gi n t e r e s t s .......... ————— 5,880 5,880 +D i v i d e n d sd i s t r i b u t i o n .............. 25 ——— (135,364) (135,364) (2,450) (137,814) +S u r p l u sR e s e r v e ................. 23 —— 9,118 (9,118) ——— +S h a r e - b a s e dc o m p e n s a t i o ne x p e n s e s..... 24 —— 17,943 — 17,943 — 17,943 +Balance as at December 31, 2025 ..... 9 2 , 5 5 3 ( 2 , 3 1 0 ) 3 7 3 , 8 6 3 1 , 5 5 8 , 3 4 1 2 , 0 2 2 , 4 4 7 8 1 , 1 6 1 2 , 103,608 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-11 – + + +--- page 310 --- +CONSOLIDATED STATEMENTS OF CASH FLOWS +Year ended December 31, +2023 2024 2025 +Note RMB’000 RMB ’000 RMB ’000 +Cash flows from operating activities +C a s hg e n e r a t e df r o mo p e r a t i o n s ................ 31 298,688 295,410 331,864 +I n c o m et a xp a i d........................... ( 3 8 , 8 8 4 ) ( 4 2 , 0 1 6 ) ( 6 1 , 5 2 3 ) +Net cash generated from operating activities . . . . . 259,804 253,394 270,341 +Cash flows from investing activities +Proceeds from disposal of wealth management +p r o d u c t s .............................. 3.3(b) 18,521 23,828 116,026 +Proceeds from disposal of other derivative +f i n a n c i a li n s t r u m e n t s...................... 1 4 6 , 5 7 5 —— +Proceeds from government grant related to assets . . . . 4,376 16,325 18,553 +Proceeds from disposal of property and equipment, +i n t a n g i b l ea s s e t sa n dr i g h t - o f - u s ea s s e t s......... 7 0 8 3 , 2 9 5 5 6 3 +P u r c h a s eo fw e a l t hm a n a g e m e n tp r o d u c t s ......... 3.3(b) (18,181) (23,495) (114,451) +Purchase of other derivative financial instruments . . . . (157,310) —— +Purchases of and prepayment for property, plant and +e q u i p m e n ta n do t h e rl o n g - t e r ma s s e t s .......... ( 7 2 , 0 8 7 ) ( 8 1 , 5 8 6 ) ( 5 8 , 1 8 9 ) +I n t e r e s t sr e c e i v e d.......................... 1 , 4 6 6 6 , 2 8 8 1 1 , 8 9 7 +Net cash used in investing activities ............ ( 7 5 , 9 3 2 ) ( 5 5 , 3 4 5 ) ( 2 5 , 6 0 1 ) +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-12 – + + +--- page 311 --- +Year ended December 31, +2023 2024 2025 +Note RMB’000 RMB ’000 RMB ’000 +Cash flows from financing activities +P r o c e e d sf r o mb o r r o w i n g s.................... 31(c) 114,544 79,000 384,460 +R e p a y m e n t so fb o r r o w i n g s ................... 31(c) (154,946) (147,386) (177,025) +Redemption of deposits pledged for borrowings . . . . . 41,788 —— +Principal elements and interest elements of +l e a s ep a y m e n t s.......................... 31(c) (2,622) (2,477) (9,170) +I n t e r e s t sp a i d ............................. 31(c) (4,240) (2,692) (2,989) +D i v i d e n d sp a i dt os h a r e h o l d e r s ................ 31(c) (92,984) (7,241) (135,364) +Dividends paid to non-controlling interests +i ns u b s i d i a r i e s .......................... 31(c) (4,900) — (2,450) +Acquisition of non-controlling interests ........... 23(ii) (33,000) (28,000) — +P a y m e n t so fl i s t i n ge x p e n s e s.................. —— (2,447) +B o r r o w i n g sf r o mt h i r dp a r t i e s ................. 31(c) 2,000 — 150,000 +R e p a y m e n t so fb o r r o w i n g sf r o mat h i r d - p a r t y ...... 31(c) (920) —— +Capital injection from non-controlling interests . . . . . —— 5,880 +P r o c e e d sf r o mi s s u a n c eo fo r d i n a r ys h a r e s......... 22, 24 36,957 — 19,187 +Net cash (used in)/generated from +financing activities ....................... ( 9 8 , 3 2 3 ) ( 1 0 8 , 7 9 6 ) 2 3 0 , 0 8 2 +Net increase in cash and cash equivalents ........ 8 5 , 5 4 9 8 9 , 2 5 3 4 7 4 , 8 2 2 +Cash and cash equivalents at beginning of the year . . . 21(a) 122,067 207,990 303,633 +Effects of exchange rate changes on cash and +c a s he q u i v a l e n t s ......................... 3 7 4 6 , 3 9 0 5 , 1 5 8 +Cash and cash equivalents at end of the year ..... 21(a) 207,990 303,633 783,613 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-13 – + + +--- page 312 --- +II NOTES TO THE HISTORICAL FINANCIAL INFORMATION +1 GENERAL INFORMATION AND HISTORY OF THE GROUP +1.1 General information +Hangzhou Qiandaohu Xunlong Sci-tech Co., Ltd. (the ‘‘Company ’’) was incorporated in Hangzhou, Zhejiang of the +People ’s Republic of China (the ‘‘PRC’’) on April 18, 2003 as a limited liability Com pany with an initial registered capital +of RMB6,600,000. The registered office is 55 Pai Ling South Road, 2nd Floor, Qiandaohu Town, Chunan County, +Hangzhou City, Zhejiang Province. +The Company and its subsidiaries (together, the ‘‘Group ’’) is primarily engaged in the sturgeon breeding and harvest +in the PRC and sale of caviar and other sturgeon products around the world. The Company built up a flagship brand +‘‘KALUGA QUEEN ’’ for its caviar products. +Mr. Wang Bin is the founder of the Group and a single largest shareholder of the Group ( ‘‘Single Largest +Shareholder ’’). +1.2 History of the Group +From April 2005 to December 2020, the Company conducted several rounds of external financing (collectively as +‘‘Pre-IPO Investments ’’). +On July 2, 2010, the Company was converted into a joint stock company with limited liability under the Company +Law of the PRC. +On October 31, 2023, Kalujia ( Hangzhou Qiandao Lake) Enterprise Mana gement Consulting Par tnership (Limited +Partnership) (formerly known as Ningbo Ka lujia Enterprise Management Consulting P artnership (Limited Partnership), the +‘‘Hangzhou Kalujiaren ’’) was established as a shareholding platform to hold equity interest of the Company for the +employees under the Group ’s employee share ownership plan (the ‘‘ESOP ’’), and completed capital contribution of an +aggregate of RMB36,956,522 to the Company as a consideration for the subscription of 4,297,270 ordinary shares of the +Company. +On September 4, 2025, Hangzhou Qiandao Lake Sturgeon Human Enterprise Management Consulting Partnership +(Limited Partn ership) (the ‘‘Hangzhou Xunlongren ’’) was established as another shareholding platform to hold equity +interest of the Company for the employees under the Group ’s employee share ownership plan (the ‘‘ESOP ’’), and completed +capital contribution of an aggregate of RMB31,647,000 to the Company as a consideration for the subscription of 2,310,000 +ordinary shares of the Company. +See Note 22 and Note 24 for further information about the Group ’s rounds of external financings and accounting +treatment for the pre-IPO Investments. +2 BASIS OF PREPARATION AND CHANGES IN ACCOUNTING POLICIES +2.1 Basis of preparation +The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards as issued by +the International Accounting Standards Board ( ‘‘IASB ’’). The Historical Financial Information has been prepared under the +historical cost convention, as modified by the revaluation of biological assets, c ertain financial assets and liabilities +measured at fair value. +The preparation of financial statemen ts in conformity with IFRS Accounting Standards requires the use of certain +critical accounting estimates. I t also requires management to e xercise 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 Fin ancial Information are disclosed in Note 4. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-14 – + + +--- page 313 --- +2.2 Changes in accounting policy +(a) New standards and amendments to standards adopted by the Group +The IASB has issued a number of new and amended IFRS Accounting Standards during the Track Record +Period. For the purpose of preparing the Group ’s Historical Financial Information, the Group has adopted all +applicable new and amended IFRS Accounting Standards throughout the Track Record Period except for any new +standards or interpretation that are not yet effective. +(b) New standards, amendments to standards and interpretations not yet adopted +Standards, amendments and interpretations that have been issued but not yet effective and not been early +adopted by the Group during the Track Record Period are as follows: +New/amended standards Effective date +Amendments to IFRS 9 and +IFRS 7 +Contracts Referencing Nature-dependent Electricity January 1, 2026 +Amendments to IFRS 9 and +IFRS 7 +Amendments to the Classif ication and Measurement +of Financial Instruments +January 1, 2026 +Annual Improvements to +IFRS Accounting +Standards — Volume 11 +Amendments to IFRS 1, IFRS 7, IFRS 9, +IFRS 10 and IAS 7 +January 1, 2026 +IFRS 18 Presentation and Disclosure in Financial Statements January 1, 2027 +IFRS 19 and its amendments Subsidiari es without Public Accountability: +Disclosures +January 1, 2027 +Amendments to IAS 21 Translation to a Hyperinflationa ry Presentation +Currency +January 1, 2027 +Amendments to IFRS 10 +and IAS 28 +Sale or Contribution of Assets between an Investor +and its Associate or Joint Venture +To be determined +(c) Changes in accounting p olicy and disclosures +The Group has already commenced an assessment of the impact of these new or amended standards, +interpretations, and amended improvements, certain of which are relevant to the Group ’s operations. According to the +preliminary assessment made by the directors, except fo r IFRS 18 which will mainly impact the presentation of the +consolidated statements of comprehensive income, no significant impact on the financial performance and positions +of the Group is expected when they become effective. +IFRS 18 sets out requirements on presentation and disclosures in consolidated 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 consolidated statements of comprehensive income; provide disclosures on +management — defined performance measures in the notes to the c onsolidated financial statements and improve +aggregation and disaggregation of information to be di sclosed in the consolidat ed financial statements. +IFRS 18, and the consequential amendments to other IFRS Accounting Standards, will be effective for annual +periods beginning on or after January 1, 2027, with early application permitted. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-15 – + + +--- page 314 --- +Management is currently assessing the detailed implications of applying the new standard on the Group ’s +consolidated financial statements. From high-level preliminary assessment performed, the following potential impacts +have been identified: +Impact on consolidated statements of comprehensive loss: +Although the adoption of IFRS 18 will have no impact on the Group ’s net profit, the Group expects +that grouping items of income and expenses in the income statement into the new categories will impact how +operating profit is calculated and reported. From the high-level impact assessment that the Group has +performed, the following items might potentially impac t operating profit: +. Foreign exchange differences +Foreign exchange differences curr ently aggregated in the line item ‘‘Other (losses)/gains — net’’ +in operating profit might need to be disaggregated, with some foreign exchange gains or losses +presented below operating profit, unless doing so would involve undue cost or effort. +. Gain or loss of investments measured at fair value through profit or loss +The gain or loss of investments measured at fa ir value through profit or loss currently +aggregated in the line item ‘‘Other (losses)/gains — net’’ in operating profit and will be presented +below operating profit. +Impact on consolidated balance sheets: +The line items presented on the primary financial statements might change as a result of the application +of the concept of ’useful structured summary ’ and the enhanced principles on aggregation and disaggregation. +Impact on disclosures: +The Group does not expect there to be a significant change in the information that is currently +disclosed in the notes because the requirement to disclose material information remains unchanged; however, +the way in which the information is grouped might change as a result of the aggregation/disaggregation +principles. In addition, there will be significant new disclosures required for: +. For the first annual period of a pplication of IFRS 18, a reconc iliation for each line item in the +income statement between the restated amounts presented by applying IFRS 18 and the amounts +previously presented applying IAS 1. +The Group will apply the new standard from its mandatory effective date of January 1, 2027. +Retrospective application is required, and so the comparative information for the financial year ending +December 31, 2026 will be restated in accordance with IFRS 18. +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, cash flow and fair value interest rate risk), credit risk, liquidity risk and environment a nd climate-related risk. The +Group ’s overall risk management pr ogramme focuses on the unpredi ctability of financial markets , environment and climatic +changes, who seeks to minimise potential adverse effects on the Group ’s financial performance. Risk management is carried +out by management of the Group. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-16 – + + +--- page 315 --- +(a) Market risk +(i) Foreign exchange risk +Foreign exchange risk arises when fu ture commercial transactions or recognised assets and liabilities +are denominated in a currenc y that is not the Group entities ’ functional currency (i.e. other than RMB). +T h eG r o u pi se x p o s e dt oc u r r e n c yrisks primarily through sales an d purchases which give rise to +receivables, cash and cash equivalents, restricted cash, accruals and other payables, that are denominated in +foreign currencies. The foreign currency giving ri se to this risk is primarily United States dollars ( ‘‘USD’’). +To ensure the currency risk exposure of the Group is kept to an acceptable level, the Group seeks to +minimise the gap between assets and liabilities in the same currency. The Group has not entered into any +forward exchange contr act to mitigate its foreign exchang e risk during Track Record Period. +The sensitivity of profit or loss to changes in exchange rates arises mainly from USD denominated +trade receivables and cash and cash equivalents. As at December 31, 2023, 2024 and 2025, for the various +USD financial assets and lia bilities, if the RMB apprec iates or depreciates by 5% against the USD with other +factors remain unchanged, the Group will decrease or increase its profit before income tax by RMB5,686,000 +and RMB6,117,000, RMB21,448,000 respectively. +Other changes in foreign exchange rates have no significant impact on foreign currency risk. +(ii) Price risk +The Group is exposed to price risk in respect of financial assets at fair value through profit or loss +(‘‘FVTPL ’’) and biological assets 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. For the impact of variable price of the Group ’s investments please refer +to Note 3.3(b). +For the impact of variable price of the Group ’s biological assets ple ase refer to Note 20. +(iii) Cash flow and fair value interest rate risk +The Group ’s income and operating cash flows are substantially independent of changes in market +interest rates. The Group has no signi ficant interest-bearing assets and liabilities, except for cash and cash +equivalents (Note 21(a)), restricted cash (Note 21(b)), lease liabilities (Note 14(b)), accruals and other +payables (Note 27) and borrowings (Note 28). Those carried at floating rates expose the Group to cash flow +interest rate risk whereas those carr ied at fixed rates expose the Group t o fair value interest rate risk. The +Group ’s interest rate risk mainly arises from borrowings. As at December 31, 2023, 2024 and 2025, the +Group ’s borrowings were partially carried at floating rates based on loan prime rates. +Management does not anticipate sig nificant impact to interest-bea ring assets and other liabilities +resulted from the changes in interest rates. +The sensitivity analysis is determined based on the exposure to interest risk of borrowings (Note 28) at +the end of each reporting period. If interest rates had been 50 basis points higher/lower with all other variables +held constant, profit before tax for the years ended December 31, 2023, 2024 and 2025 would have been +approximately RMB379,000, RMB186,000 and RMB421,000 lower/higher, respectively. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-17 – + + +--- page 316 --- +The exposure of the Group ’s borrowings to interest rate changes and the contractual repricing dates of +the borrowings as at December 31, 2023, 2024 and 2025: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +V a r i a b l er a t eb o r r o w i n g s.................. 5 5 , 2 5 0 2 5 , 0 0 0 8 7 , 5 1 5 +Fixed rate borrowings — maturity dates: +W i t h i n1y e a r ......................... 3 8 , 1 3 6 — 145,102 +(b) Credit risk +Credit risk mainly arises from cash and cash equivalents, restricted cash, trade receivables, FVTPL and other +receivables. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the +consolidated balance sheets. +(i) Risk management +The Group expects that there is no significant credit risk associated with cash and cash equivalents, +restricted cash and FVTPL, since they are deposited at state-owned banks or reputable commercial banks +which are high-credit-quality financial institutions. Management d oes not expect that there will be any +significant losses from non-performance by these counterparties. +The Group ’s trade receivables are mainly from providing sales of products. For trade receivables, the +Group has policies in place to ensure that transactions with credit terms are made to counterparties with an +appropriate credit history. For the receivables from contracts with customers, the Group has granted credit +term of 0 –90 days and would follow up actively on the settlem ent with respective counte r-parties to avoid any +overdue receivables. Management performs ongoing credit evaluations of its counterparties, of which the +credit quality is assessed by taking into account their fin ancial position, past expe rience and other factors. +The Group assesses the credit quality of its customers by taking into account various factors including +their financial position, past experience and other factors. Individual risk limits are set based on internal or +external ratings in accordance with limits set by the management. The c ompliance with credit limits by +customers is regularly monitored by management. +For other receivables, management applies 3-s tages model to assess the expected credit loss, +management makes periodic collective assessments as well as individual assessment on the recoverability of +such receivables based on historical s ettlement records and past experience , there was no significant increase +in credit risk since initial recognitio n. Thus, a 12-month expe cted credit losses appro ach that results from +possible default event within 12 months of each reporting date is adopted by management. +(ii) Impairment of financial assets +The Group has four types of financial assets that ar e subject to the expected credit loss assessment, +which are cash and cash equivalents, restricted cash, FVTPL, trade receivables and other receivables. +Cash and cash equivalents, restricted cash and FVTPL +To manage risk arising from cash and cash equiv alents and restricte d cash, the Group only +transacts with state-owned banks or reputable commercial banks which are high-credit-quality financial +institutions. There has been no recent history of default in relation to these financial institutions. These +instruments are considered to have low credit risk because they have a low risk of default and the +counterparty has a strong capacity to meet its contractual cash flow obligations in the near term. Cash +and cash equivalents and restricted cash are also subject to the impairment requirements of IFRS 9, +while the identified impairm ent loss was immaterial. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-18 – + + +--- page 317 --- +Trade receivables +The Group applies the IFRS 9 sim plified approach to measuring expected credit losses which +uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, +trade receivables have been grouped based on similar credit risk characteristics and collectively +assessed to likelihood of recovery, taking into account the industries that the customer are operating in, +their ageing category and past collection history. For trade receivables, management makes periodic +assessments as well as individual assessment on the recoverability based on historical settlement +records and past experience and adjusts for forward looking information. +The expected loss rates are based on payment patter n or credit rating of debtors with similar risk +profiles and the corresponding historical credit losses experienced within this period. The historical loss +rates were adjusted to reflect current and forward-looking information on macroeconomic factors +affecting the ability of the cust omers to settle the receivables. +The Group has identified the gross domestic product index ( ‘‘GDP’’), consumer price index +(‘‘CPI’’) 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. +Individually impaired trade receivables are related to customers who are experiencing +unexpected economic difficulties. The Group expects that the amounts o f the receivables will partially +or entirely have difficulty to be recovered and has recognised impairment losses. +Trade receivables include: +— Category 1: customers who are insolvent or in operating difficulty with a relatively +higher credit risk. +— Category 2: customers who are not in operating difficulty. +With different types of customers, the Group calculated the expected credit loss rates +respectively. +As at December 31, 2023, 2024 and 2025, the loss allowance provision for the trade receivables +was determined as follows. +As at December 31, 2023 +Gross +carrying +amount +Expected +credit loss +rate +Loss +allowance +RMB’000 RMB ’000 +Category 1 — i n d i v i d u a lb a s i s ......... ——— +Category 2 — collective basis . . . . . . . . . 55,327 11.49% (6,357) +55,327 11.49% (6,357) +As at December 31, 2024 +Gross +carrying +amount +Expected +credit loss +rate +Loss +allowance +RMB’000 RMB ’000 +Category 1 — individual basis . . . . . . . . . 1,026 80.02% (821) +Category 2 — collective basis . . . . . . . . . 64,254 10.96% (7,045) +65,280 12.05% (7,866) +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-19 – + + +--- page 318 --- +As at December 31, 2025 +Gross +carrying +amount +Expected +credit loss +rate +Loss +allowance +RMB’000 RMB ’000 +Category 1 — individual basis . . . . . . . . . 726 100.00% (726) +Category 2 — collective basis . . . . . . . . . 37,780 10.26% (3,877) +38,506 11.95% (4,603) +Movements in allowance for impairment of trade receivables are as follows: +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +At beginning of the year ............ 5 , 3 2 4 6 , 3 5 7 7 , 8 6 6 +Increase/(decrease) in loss allowance . . . . . 1,054 1,942 (1,808) +W r i t e - o f f........................ ( 2 1 ) ( 4 3 3 ) ( 1 , 4 5 5 ) +At end of the year ................. 6 , 3 5 7 7 , 8 6 6 4 , 6 0 3 +Trade receivables are written off when there is no reasonable expect ation of recovery . Indicators +that there is no reasonable expectation of recovery i nclude, amongst others, th e failure of a debtor to +engage in a repayment plan with the Group, and a failure to make contractual payments for a period of +greater than 3 years past due. +Impairment losses on trade receivables are presented as net impairment (losses)/gains on +financial assets. Subseque nt recoveries of amounts previously wr itten off are credited against the same +line item. +Other receivables +Other receivables mainly included deposits and others. They are c losely monitored for +recoverability and collectability and the Grou p maintains close communications with the +counterparties. The Group ’s other receivables as at December 31, 2023, 2024 and 2025 were classified +in Stage 1 and their expected credit losses were measured on a 12-month basis. +The loss allowance as at December 31, 2023, 2024 and 2025 was determined as follows for +other receivables. +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +G r o s sc a r r y i n ga m o u n t .............. 1 5 , 4 9 7 2 0 , 8 3 9 2 7 , 7 9 2 +E x p e c t e dl o s sr a t e .................. 3 . 7 0 % 2 . 4 5 % 1 . 8 2 % +Loss allowance ................... ( 5 7 4 ) ( 5 1 0 ) ( 5 0 5 ) +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-20 – + + +--- page 319 --- +Movements on the Group ’s allowance of impairment of other receivables are as follows: +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +At beginning of the year ................... 5 9 5 7 4 5 1 0 +D e c r e a s ei nl o s sa l l o w a n c e................... ( 4 8 5 ) ( 6 4 ) ( 2 0 ) +W r i t e - o f f............................... 1 , 0 0 0 — 15 +At end of the year ........................ 5 7 4 5 1 0 5 0 5 +(c) Liquidity risk +The Group aims to maintain sufficient cash and cash equivalents for its business development and expansion. +Due to the dynamic nature of the underlying businesses, the policy of the Group is to regularly monitor the Group ’s +liquidity risk and to maintain adequate cash and cash equivalents to meet the Group ’s liquidity requirements. +The table below analyses the Group ’s financial liabilities that will be se ttled into relevant maturity grouping +based on their contractual maturities for: +. All non-derivative financial liabilities, and +. Net and gross-settled derivat ive financial instruments f or which the contractual m aturities are essential +for an understanding of the timing of the cash flows. +The amounts disclosed in the table are th e contractual undiscounted cash flows. +Less than +1y e a r +Between +1a n d2 +years +Between +2a n d5 +years +Over +5y e a r s T o t a l +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +As at December 31, 2023 +T r a d ea n dn o t e sp a y a b l e s.......... 8 9 , 5 1 2 ——— 89,512 +Lease liabilities (including interests ) . . 2,820 2,338 9,415 24,684 39,257 +Borrowings (including interests) . . . . . 41,775 9,749 47,172 — 98,696 +Accruals and other payables (excluding +taxes and surcharges payables and +staff costs and welfare accruals) . . . 71,318 920 2,760 3,730 78,728 +205,425 13,007 59,347 28,414 306,193 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-21 – + + +--- page 320 --- +Less than +1y e a r +Between +1a n d2 +years +Between +2a n d5 +years +Over +5y e a r s T o t a l +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +As at December 31, 2024 +T r a d ea n dn o t e sp a y a b l e s.......... 1 0 7 , 7 7 9 ——— 107,779 +Lease liabilities (including interests ) . . 2,631 2,358 9,466 26,568 41,023 +Borrowings (including interests) . . . . . 10,747 13,770 1,007 — 25,524 +Accruals and other payables (excluding +taxes and surcharges payables and +staff costs and welfare accruals) . . . 48,305 920 2,760 2,810 54,795 +169,462 17,048 13,233 29,378 229,121 +Less than +1y e a r +Between +1a n d2 +years +Between +2a n d5 +years +Over +5y e a r s T o t a l +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +As at December 31, 2025 +T r a d ea n dn o t e sp a y a b l e s.......... 1 3 3 , 3 3 3 ——— 133,333 +Lease liabilities (including interests ) . . 6,787 6,485 4,488 25,843 43,603 +Borrowings (including interests) . . . . . 155,085 13,180 65,579 6,454 240,298 +Accruals and other payables (excluding +taxes and surcharges payables and +staff costs and welfare accruals) . . . 73,076 1,840 157,260 970 233,146 +368,281 21,505 227,327 33,267 650,380 +(d) Environment and climate-related risks +The Group ’s sturgeon aquaculture bases are exposed to risks associated with climatic changes, contamination +of water resources or act of God. +The Group ’s geographic spread of its aquaculture bases allo ws a high degree of mitigation against adverse +climatic conditions. The Group has strong environmental policies and procedures in place to comply with +environmental and other laws. The Group intentionally locates its sturgeon aquacu lture bases away from areas +frequently of high-temperature or likely to be flooded. The Group annually updates its contingency plan, emergency +supplies and conduct disaster d rills in response to the extre me weather conditions for its sturgeon aqua culture bases. +3.2 Capital risk management +The Group ’s objectives when managing capital are to safeguard the Group ’s ability to continue as a going concern in +order to provide returns for equity holders and benefits for other stakeholders and to maintain an optimal capital structure to +enhance equity holders ’ value in the long term. +The Group monitors capital including share capital by regularly reviewing the capital structure. As a part of this +review, management of the Company considers the cost of capital and the risks associated with the issued share capital. The +capital structure was measured by t he asset-liability ratio, which is ‘‘total liabilities +’’ divided by ‘‘total assets ’’ as shown in +the consolidated balance sheets. The Group aims to main tain the asset-liability ra tio at a reasonable level. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-22 – + + +--- page 321 --- +As at December 31, 2023, 2024 and 2025, the asset-liability ratio was as follows: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +T o t a ll i a b i l i t i e s.............................. 5 2 7 , 9 9 5 5 0 7 , 7 4 7 9 3 4 , 8 3 3 +T o t a la s s e t s ................................ 2 , 0 3 0 , 5 4 7 2 , 3 4 4 , 4 9 4 3 , 0 3 8 , 4 4 1 +Asset-liability ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . 26% 22% 31% +3.3 Fair value estimation +(a) Fair value hierarchy +This section explains the judgements and estimates made in determining the fair values of the financial +instruments that are recognised and measured at fair value in the Historical Financial information. To provide an +indication about the reliability of the inputs used in determi ning fair value, the Group has classified its financial +instruments into the three levels prescribed under the acc ounting standards. An expla nation of each level follows +underneath the table. +Level 1: The fair value of financial instruments trade di na c t i v em a r k e t si sb a s e do nq u o t e dm a r k e ta te a c ho f +the reporting dates. A market is regarded as active if quot ed prices are readily and reg ularly 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 using valuation techniques which maximise the use of observable market data and +rely as little as possible on entity-specific estimates. If all si gnificant inputs required to f air 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. This is the cas e for unlisted equity securities. +Specific valuation techn iques used to value financial instruments include: +. Quoted market prices or dealer quotes for similar instruments; and +. Other techniques, such as discounted cash flow analysis, are used to determine fair value for the +remaining financial instruments. +The carrying amounts of the Group ’s financial assets include cash and cash equivalents, trade and other +receivables (excluding non-financial as sets), and financial liabilities including trade and other payables (excluding +non-financial liabilities), borrowings and lease liabilities. Their carrying values approximate their fair values due to +their short maturities or interest bearing. +There are no financial assets and liabilities measured at fair value as at December 31, 2023, 2024 and 2025. +The Group ’s policy was to recognise transfers into and transfers out of fair value hierarchy levels as at the end +of the reporting period. There were no transfers between levels 1, 2 and 3 for recurring fair value measurements +during the Track Record Period. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-23 – + + +--- page 322 --- +(b) Fair value measurements using significant unobservable inputs (level 3) +The following table presents the changes in level 3 instruments for the years ended December 31, 2023, 2024 +and 2025: +Wealth +management +products — +FVTPL +RMB’000 +As at January 1, 2023 .............................................. — +Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,181 +D i s p o s a l s........................................................ ( 1 8 , 5 2 1 ) +Changes in fair value recognised in the consolidated statements of +comprehensive income (Note 9) ....................................... 3 4 0 +As at December 31, 2023 ............................................ — +As at January 1, 2024 .............................................. — +Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,495 +D i s p o s a l s........................................................ ( 2 3 , 8 2 8 ) +Changes in fair value recognised in the consolidated statements of +comprehensive income (Note 9) ....................................... 3 3 3 +As at December 31, 2024 ............................................ — +As at January 1, 2025 .............................................. — +Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114,451 +D i s p o s a l s........................................................ ( 1 1 6 , 0 2 6 ) +Changes in fair value recognised in the consolidated statements of +comprehensive income (Note 9) ....................................... 1 , 5 7 5 +As at December 31, 2025 ............................................ — +4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS +The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the +actual results. Management also needs to exercise judgement in applying the group ’s accounting policies. +Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including +expectations of future events that may h ave a financial impact on the entity and tha t are believed to be reasonable under the +circumstances. +(a) Classification and fair value estimation of the biological assets +The biological assets of the Group are farm-raised sturgeons, which are primarily consumable biological assets that +only have one harvest. These sturgeons have a long maturation cycle before it can be harvested, normally ranging from 7 to +15 years depending on different broodstock. Considering these biological assets are typically an integrated part of the +operating cycle, the Group classifies th e biological assets as current assets in the consolidated balance sheets. +The Group ’s biological assets are measured at fair value less c osts to sell which are being determined by income +approach based on unobserved inputs using valuation techniques. Judgement and estimation are required in establishing the +relevant valuation techniques and the relevant inputs thereof. For details of the key assumptions and inputs used, see Note +20. Changes in these assumptions and estimates could materially affect the result of the assessment and it may be necessary +to make additional fair value adjustment charge to the consolidated statements of comprehensive income. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-24 – + + +--- page 323 --- +(b) Estimated useful lives and residual value of property, plant and equipment +The Group ’s management determines the estimated useful lives and related depreciation charges for its property, +plant and equipment. The estimates are based on the historical experience of the actual useful lives of similar nature and +functions. Management will increase the depreciation charges where useful lives are less than previously estimated lives. +Actual economic lives may differ from estimated useful lives and residual values. Periodic review could result in a change +in depreciable and amortisable lives, whic h therefore affect the depreciation and amortisation charges in future periods. +(c) Current and deferred income tax +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 u ncertain during the ordin ary course of business. Wher e 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 income tax provisions in the period in which such determination is made. +Deferred income tax assets relating to c ertain temporary differences and tax losses are recognised when management +considers to be probable that future taxable profit will be avai lable against which the temporar y differences or tax losses can +be utilised. The outcome of their actual utilisation may be different. +Certain subsidiaries of the Group were entitled to a preferential enterprise i ncome tax rate for a specified period +subject to certain conditions. Management generally applies the applicable preferential tax rate to calculate current income +tax and deferred income tax on the assumpti on that the subsidiaries will continue to meet the conditions and qualify for the +preferential tr eatment as evidenced by pa st records. The con sequence of any failure to mee t the conditions and any change +in the applicable tax rate is adjusted in th e year when the information becomes known. +(d) Provision for expected credit losses of trade receivables and other receivables +The Group makes provision for expected credit losses of trade and notes receivables and other receivables based on +assumptions about risk of default and expected loss rates. +In making the judgement, management considers available reasonable and supportive forward-looking information +such as actual or expected significant changes in the operati ng results of customers or other creditors, actual or expected +significant adverse changes in business and customers or other creditors ’ financial position, at the end of each reporting +period. +Where the expectation is different from the original estimate, such difference will impact the carrying amount of +trade and notes receivables and other receivables and doubtful debt expenses in the periods in which such estimate has been +changed. +The details of trade and notes receivables and other receivables of the Group as at December 31, 2023, 2024 and +2025 are disclosed in Note 17 and Note 18. +(e) Valuation and recognition of share-based compensation expenses +As explained in Note 24, the Company has granted restricted share units to the Group ’s employees and personnel +with unique skills. The Company has engaged an independent valuer to determine the grant date fair value of the restricted +share units to employees, which is to be expensed over the vesting period. Share-based compensation in relation to the +restricted share units is measured based on the fair value of the Company ’s ordinary shares at the grant date of the award. +Prior to the Company ’s listing on capital market, estimation of the fair value of the Company ’s ordinary shares involves +significant assumptions that might not be observable in the market, and a number of complex and subjective variables, +including discount rate, and subjective judgments regarding projected financial and operating results, its unique business +risks, and its operating history and prospects at the time the grants are made. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-25 – + + +--- page 324 --- +(f) Determination of non-con trolling interests, recognition and mea surement of redemption liabilities +In July 2025, the Company and Zhejiang Rura l Revitalization Investment Fund Co., LTD ( ‘‘Revitalization Fund ’’ or +the ‘‘Investor ’’) entered into an investment agreement with Quzhou Xunlong Aquatic Food Technology Development Co. +Ltd. ( ‘‘Quzhou Sturgeon ’’), a wholly-owned subsidiary of the Company. The Company and the Investor held 79.45% and +20.55% equity interests in Quzhou Sturgeon respectively. +The Company writes a put option on equity interests in Quzhou Sturgeon that are held by the Investor, which +provides the Investor with the right to require the Company to purchase its equity interests in Quzhou Sturgeon with the +terms and conditions of the put option. A call option also accompanies the put option, which provides the Company with +the right to require the Investor to sell its equity interest in Quzhou Sturgeon to the Company with the terms and conditions +of the call option. A risk and rewards analysis was carried out to determine whether or not a n on-controlling interest should +be recognised. Factors to consider, in making this assessmen t, include the pricing of the options, and whether fair price +movements during the option period result in risks and rewards being borne by the Company or by the Investor. Based on +the assessment, all the risk and rewards of Quzhou Xunlong are retained by the Company and there are no non-controlling +interests recognised. +A financial liability was recognized at the present value of the redemption amount to reflect the Company ’s +unconditional oblig ation to repurchase the equity interest held by the Investor (Note 27). The redemption amount is +determined by the principal amount plus interest which varies based on the repurchase date and other factors. The Company +made best estimation that reflects the most likely situation and remeasures at each year end. The interest arising from the +liability was recognized as finance income/(cost) – net in the consolidated statements of comprehensive income. +5 REVENUE AND SEGMENT INFORMATION +The Group ’s business activities, for which discrete financial information is available, are regularly reviewed and evaluated +by the Chief Operating Decision Maker ( ‘‘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 stra tegic decisions about a llocating resources and +assessing performance of the Group as a whole and hence, on this basis, the Group has determined that it only has one operating +segment during the Track Record Period. +Breakdown of revenue by product is as follows: +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Revenue from contracts with customers: +S a l e so fc a v i a r .............................................. 5 2 3 , 1 1 6 6 1 4 , 4 2 3 6 9 8 , 4 4 2 +S a l e so fs t u r g e o np r o d u c t s ...................................... 4 7 , 3 5 1 5 1 , 5 4 9 6 5 , 6 2 3 +O t h e r s.................................................... 6 , 7 7 4 3 , 3 2 1 4 , 9 4 1 +Total .................................................... 5 7 7 , 2 4 1 6 6 9 , 2 9 3 7 6 9 , 0 0 6 +All the Group ’s revenue is recognised at a point in time and on gross basis. +The breakdown of revenue by region based on the location of the customers is set out below: +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +E u r o p e ................................................... 2 1 8 , 7 1 9 2 7 2 , 6 4 4 3 3 3 , 7 9 6 +A m e r i c a ................................................... 1 5 4 , 7 5 3 1 8 9 , 0 0 9 2 2 1 , 7 2 0 +T h eP R C .................................................. 1 3 4 , 6 4 5 1 3 3 , 3 2 9 1 2 4 , 5 0 9 +A s i aP a c i f i c ................................................ 6 9 , 1 2 4 7 4 , 3 1 1 8 8 , 9 8 1 +Total .................................................... 5 7 7 , 2 4 1 6 6 9 , 2 9 3 7 6 9 , 0 0 6 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-26 – + + +--- page 325 --- +(a) Information about major customers +There is no other single external customer contributed to more than 10% of the Group ’s revenue during the Track +Record Period. +(b) Contract liabilities +The Group has recognised the following revenue-related co ntract liabilities: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Contract liabilities — C u r r e n t ............................... 1 0 , 2 7 3 1 8 , 6 8 6 1 8 , 0 9 1 +(i) Changes in contract liabilities +Contract liabilities of the Group mainly arise from t he advance payments made by customers while the +products are yet to be delivered. +(ii) Revenue recognised th at was included in the balance of contrac t liabilities at the beginning of the year +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Revenue recognised that was included in the balance of contract +liabilities at the beginning of the year . . . . . . . . . . . . . . . . . . . 4,272 4,436 12,377 +(c) Transaction price allocated to unsatisfied long-term contract +The Group has no significant unsatisfied performance obligations arising from revenue contracts that have an original +expected duration more than one year, thus management applied practical expedient under IFRS 15 and is not disclosing the +aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied or partially satisfied +at the end of the Track Record Period. +(d) The accounting policy for the Group ’s principal revenue types +Revenue is recognised when, or as, obligations under the terms of a contract are satisfied, which occurs when control +of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the +Group expects to receive in exchange for transferring products or services to a customer ( ‘‘transaction price ’’). Depending +on the terms of the contract and the laws applicable, control of the goods and services may be transferred over time or at a +point in time. +Ac o n t r a c ta s s e tr e p r e s e n t st h eG r o u p’s right to consideration in exchange for goods that the Group has transferred to +a customer that is not yet unconditional. It is assessed for impairment in accordance with using the same approach as for +trade receivables. In contrast, a receivable represents the Group ’s unconditional right to consideration, i.e., only the passage +of time is required before payment of that consideration is due. There is normally no significant cost to obtain contract. +A contract liability represents the Group ’s obligation to transfer goods or services to a customer for which the Group +has received consideration (or an amount of consideration is due) from the customer. +The following is a description of the accounting policy for the principal revenue streams of the Group. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-27 – + + +--- page 326 --- +(i) Sales of products +The Group sells caviar, sturgeon products and others to its customers. Majority of the Group ’sp r o d u c t sa r e +sold to overseas market via air and sea transport. Revenue is recognised at a point in time when the products depart +from the seller ’s port and the waybill is transferred to the customers. The Group also sells products in the PRC via +offline and online channels. Revenue is recognised at a point in time when the control of the products are transferred +to customers upon delivery.. +6 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: +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Fair value adjustments on biological assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 396,867 463,203 512,373 +R a wm a t e r i a l sa n dc o n s u m a b l e su s e da tc o s t.......................... 8 3 , 3 8 6 1 1 7 , 4 6 7 1 5 0 , 5 7 6 +Changes in inventories of finished goods at cost . . . . . . . . . . . . . . . . . . . . . . . 3,720 7,356 (13,466) +Employee benefits expenses (Note 7) ............................... 1 1 4 , 6 4 5 9 2 , 6 2 8 1 0 2 , 4 4 4 +T r a n s p o r t a t i o ne x p e n s e s........................................ 2 9 , 4 5 7 3 1 , 3 4 2 3 5 , 5 4 1 +Depreciation charges of property, plant and equipment (Note 13) ............ 2 2 , 5 8 3 2 7 , 5 5 7 3 2 , 6 0 9 +B u s i n e s sd e v e l o p m e n te x p e n s e s ................................... 1 6 , 3 3 7 2 7 , 1 8 6 2 9 , 7 1 4 +T e s t i n ge x p e n s e s............................................. 9 , 0 7 0 1 0 , 9 8 6 1 1 , 9 8 6 +L i s t i n ge x p e n s e s............................................. —— 18,320 +O f f i c ea n dt r a v e le x p e n s e s ...................................... 7 , 1 9 7 6 , 3 6 1 8 , 0 1 4 +Auditor ’s remuneration +— A u d i ts e r v i c e ........................................... 1 , 9 8 3 7 8 3 4 2 8 +— N o n - a u d i ts e r v i c e ........................................ 2 5 1 2 1 9 1 9 2 +P r o f e s s i o n a ls e r v i c e sf e e ....................................... 1 , 8 6 1 1 , 9 3 0 4 , 6 1 5 +Depreciation charges of right-of-use assets (Note 14) .................... 2 , 7 9 4 3 , 2 6 7 3 , 2 4 6 +B u s i n e s st a x e sa n ds u r c h a r g e s .................................... 1 , 5 9 3 2 , 3 5 5 2 , 9 7 6 +M a r k e t i n ga n da d v e r t i s i n gc o s t s .................................. 6 5 5 1 , 0 9 2 2 , 1 0 8 +Amortisation of intangible assets (Note 15) ........................... 3 0 5 5 0 4 1 , 8 8 1 +Expenses relating to low-value leases and short-term leases (Note 14) ........ 1 , 8 3 3 1 , 3 1 0 1 , 1 0 9 +O t h e r s.................................................... 4 , 1 9 0 5 , 6 3 4 7 , 4 4 1 +Total .................................................... 6 9 8 , 7 2 7 8 0 1 , 1 8 0 9 1 2 , 1 0 7 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-28 – + + +--- page 327 --- +7 EMPLOYEE BENEFITS EXPENSES +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +W a g e s ,s a l a r i e sa n db o n u s e s..................................... 6 2 , 3 4 5 6 8 , 8 3 8 6 9 , 4 9 9 +Share-based compensation expenses (Note 24) ......................... 4 0 , 2 8 5 1 0 , 0 7 1 1 7 , 9 4 3 +Pension, social security costs and housing benefits (a) . . . . . . . . . . . . . . . . . . . 8,541 10,198 10,818 +E m p l o y e ew e l f a r e ............................................ 3 , 4 7 4 3 , 5 2 1 4 , 1 8 4 +114,645 92,628 102,444 +(a) Employee social security plans, housing funds, medical insurances and other social insurances obligations +Full-time employees of the Group in Chin ese mainland are entitled to staff welfa re benefits including pension, work- +related injury benefits, maternity insurances, medical insurances, unemployment benefits and housing fund plans through a +PRC government-mandated defined contribution plan. Chinese labour regulations require that the Group makes contributions +to the government for these benefits based on certain percentage of the employees ’ salaries, up to a maximum amount +specified by the local government. The Group has no legal obligation for the benefits beyond the required contributions. No +forfeited contributions are available to reduce contributions payable in the future. +(b) Five highest paid individuals +The five individuals whose emoluments were the highest in the Group for the years ended December 31, 2023, 2024 +and 2025, including 4, 3 and 3 directors respectively, whose emoluments are reflected in analysis shown in Note 7(c) below. +The emoluments payable to the remaining 1, 2 and 2 individuals for the years ended December 31, 2023, 2024 and 2025 are +as follows: +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +W a g e s ,s a l a r i e sa n db o n u s e s ................................ 1 , 9 5 2 2 , 4 1 5 2 , 4 6 5 +S h a r e - b a s e dc o m p e n s a t i o ne x p e n s e s........................... 5 8 1 , 4 4 0 2 , 3 3 5 +Pension, social security costs and +h o u s i n gb e n e f i t s ...................................... 1 3 4 2 7 2 2 7 3 +2,144 4,127 5,073 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-29 – + + +--- page 328 --- +The number of highest paid individuals whose remunerations for each year fell within the following band is as +follows: +Year ended December 31, +2023 2024 2025 +Emolument bands (in Hong Kong Dollar, ‘‘HKD’’) +HKD nil –H K D 1 , 0 0 0 , 0 0 0 .................................. ——— +HKD1,000,001 –HKD1,500,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ——— +HKD1,500,001 –HKD2,000,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ——— +HKD2,000,001 –HKD2,500,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 1 +HKD2,500,001 — HKD3,000,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . ——— +HKD3,000,001 — HKD3,500,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . —— 1 +122 +(c) Benefits and interests of directors and supervisors +Details of the remuneration paid or payable to the directors and supervisors for the years ended December 31, 2023, +2024 and 2025 respectively are set out below: +Wages, +salaries, +bonuses and +employee +welfare +Pension, social +security costs +and housing +benefits +Share-based +compensation +expenses Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 +For the year ended +December 31, 2023 +Chairman and executive Director .. (i) +M r .W a n gB i n ................ 2 , 3 6 1 1 6 1 3 8 , 6 0 6 4 1 , 1 2 8 +Executive Directors ............ (ii) +M r .X i aY o n g t a o .............. 1 , 3 3 4 1 2 8 2 1 8 1 , 6 8 0 +M r .H a nL e i ................. 1 , 6 9 2 1 2 8 2 9 1 2 , 1 1 1 +Mr. Wang Zhigang . . . . . . . . . . . . . 803 67 58 928 +Non-executive Directors ......... (iii) +M s .S h e nH u i f e n .............. ———— +M r .H eG u a n g x i............... ———— +M r .Z h uR u i ................. ———— +Independent non-executive +directors .................. (iv) +M r .L i uJ i a s h o u ............... 6 0 —— 60 +M r .R o n gH a o j u n.............. 6 0 —— 60 +M s .Y a n gG u i l a n .............. 6 0 —— 60 +M r .S u nS o n g ................ 4 0 —— 40 +Supervisors ................. (v) +M r .Z h a nS h i l i................ 1 9 1 5 1 7 2 4 9 +M s .F uH a i y i n g ............... ———— +M r .H eL i m i n g ................ 1 9 3 4 2 +— 235 +Total ...................... 6 , 7 9 4 5 7 7 3 9 , 1 8 0 4 6 , 5 5 1 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-30 – + + +--- page 329 --- +Wages, +salaries, +bonuses and +employee +welfare +Pension, social +security costs +and housing +benefits +Share-based +compensation +expenses Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 +For the year ended +December 31, 2024 +Chairman and executive Director .. (i) +M r .W a n gB i n ................ 2 , 2 3 7 1 7 4 — 2,411 +Executive Directors ............ (ii) +M r .X i aY o n g t a o .............. 1 , 2 1 2 1 3 3 1 , 3 1 0 2 , 6 5 5 +M r .H a nL e i ................. 1 , 6 4 6 1 3 3 1 , 7 4 6 3 , 5 2 5 +Mr. Wang Zhigang . . . . . . . . . . . . . 1,237 68 349 1,654 +Non-executive Directors ......... (iii) +M s .S h e nH u i f e n .............. ———— +M r .H eG u a n g x i............... ———— +M r .Z h uR u i ................. ———— +Independent non-executive +directors .................. (iv) +M r .L i uJ i a s h o u ............... 6 0 —— 60 +M r .R o n gH a o j u n.............. 6 0 —— 60 +M s .Y a n gG u i l a n .............. 6 0 —— 60 +M r .S u nS o n g ................ 6 0 —— 60 +Supervisors ................. (v) +M r .Z h a nS h i l i................ 1 6 8 5 2 4 4 2 6 4 +M s .F uH a i y i n g ............... ———— +M r .H eL i m i n g ................ 1 9 4 4 3 — 237 +Total ...................... 6 , 9 3 4 6 0 3 3 , 4 4 9 1 0 , 9 8 6 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-31 – + + +--- page 330 --- +Wages, +salaries, +bonuses and +employee +welfare +Pension, social +security costs +and housing +benefits +Share-based +compensation +expenses Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 +For the year ended +December 31, 2025 +Chairman and executive Director .. (i) +M r .W a n gB i n ................ 2 , 4 2 9 1 8 0 1 , 0 0 4 3 , 6 1 3 +Executive Directors ............ (ii) +M r .X i aY o n g t a o .............. 1 , 5 2 5 1 3 5 2 , 0 1 6 3 , 6 7 6 +M r .H a nL e i ................. 1 , 8 7 1 1 3 5 2 , 4 5 2 4 , 4 5 8 +Mr. Wang Zhigang . . . . . . . . . . . . . 1,374 76 537 1,987 +Non-executive Directors ......... (iii) +M s .S h e nH u i f e n .............. ———— +M r .H eG u a n g x i............... ———— +M r .Z h uR u i ................. ———— +M r .K o n gD e r e n ............... ———— +M r .D o n gZ h e n d o n g............ ———— +Independent non-executive +directors .................. (iv) +M r .L i uJ i a s h o u ............... 4 5 —— 45 +M r .R o n gH a o j u n.............. 4 5 —— 45 +M s .Y a n gG u i l a n .............. 4 5 —— 45 +M r .S u nS o n g ................ 6 0 —— 60 +M s .S o n gX i u m e i.............. 1 5 —— 15 +M s .F a nX i n p e n g .............. 6 3 —— 63 +Supervisors ................. (v) +M r .Z h a nS h i l i................ 2 0 7 5 4 1 3 8 3 9 9 +M s .F uH a i y i n g ............... ———— +M r .H eL i m i n g ................ 2 0 6 4 4 2 2 2 4 7 2 +Total ...................... 7 , 8 8 5 6 2 4 6 , 3 6 9 1 4 , 8 7 8 +(i) Mr. Wang Bin was appointed as director since April 18, 2003. +(ii) Mr. Xia Yongtao was appointed as director since April 16, 2010. +Mr. Han Lei was appointed as director since March 30, 2021. +Mr. Wang Zhigang was appointed as director since April 18, 2023. +(iii) Ms. Shen Huifen was appointed as director since April 3, 2019 and resigned as director on September 3, 2025. +Mr. He Guangxi was appointed as director since August 18, 2022 and resigned as director on September 3, +2025. +Mr. Zhu Rui was appointed as director since March 30, 2021 and resigned on March 27, 2025. +Mr. Kong Deren was appointed as director since March 27, 2025. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-32 – + + +--- page 331 --- +Mr. Dong Zhendong was appointed as director since September 3, 2025. +(iv) Mr. Liu Jiashou was appointed as the independent director since April 3, 2019 and resigned as director on +September 3, 2025. +Mr. Rong Haojun was appointed as the independent director since April 3, 2019 and resigned as director on +September 3, 2025. +Ms. Yang Guilan was appointed as the independent director since April 3, 2019 and resigned as director on +September 3, 2025. +Mr. Sun Song was appointed as the independent director since April 18, 2023. +Ms. Song Xiumei was appointed as the indepe ndent director since September 3, 2025. +Ms. Fan Xinpeng was appointed as the independent director since September 3, 2025. +(v) Mr. Zhan Shili was appointed as supervisor since May 12, 2020 and resigned as supervisor on September 3, +2025. +Ms. Fu Haiying was appointed as supervisor since April 3, 2019 and resigned as supervisor on September 3, +2025. +Mr. He Liming was appointed as supervisor since April 16, 2010 and resigned as supervisor on September 3, +2025. +(d) Directors ’ and supervisors ’ retirement benefits +None of the directors and supervisors received any retirement benefits during the Track Record Period, except for +contributions to pension plans. +(e) Directors ’ and supervisors ’ termination benefits +None of the directors and supervisors received any termination benefits during the Track Record Period. +(f) Consideration provided to third parties for making available directors ’ and supervisors ’services +During the Track Record Period, the Company did not pay consideration to any third parties for making available +directors ’ and supervisors ’ services. +(g) Information about loans, quasi-loans and other dea lings in favour of dir ectors and supervisors, bodies +corporate controlled b y or entities with direc tors and supervisors +There were no loans, quasi-loans and other dealings in favour of directors and supervisors, controlled bodies +corporate by and connected entities with such directors and supervisors during the Track Record Period. +(h) Directors ’ and supervisors ’ material interests in transactions, arrangements or contracts +Save as disclosed in the Note 7(c), no significant transactions, arrangements and contracts in relation to the Group ’s +business to which the Company was a party and in which a director or supervisor of the Company had a material interest, +whether directly or indirectly, subsisted at the end of the year or at any time durin gt h eT r a c kR e c o r dP e r i o d . +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-33 – + + +--- page 332 --- +8 OTHER INCOME +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +G o v e r n m e n tg r a n t s( i ) ......................................... 6 , 4 0 1 1 1 , 7 8 5 2 1 , 9 5 6 +A d d i t i o n a li n p u tc r e d i to fv a l u e - a d d e dt a x ........................... —— 3,722 +O t h e r s.................................................... 1 6 0 2 0 8 1 6 0 +6,561 11,993 25,838 +(i) 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 attached conditions. The government grants mainly represent +financial subsidies granted by local government. Those assets-related subsidies are credited to the consolidated +statement of comprehensive income on a straight-line basis over the expected useful lives of the related assets. +Government grants relating to costs are deferred and recogn ised in profit or loss over th e period necessary to match +them with the costs that they are intende d to compensate, which are presented as ‘‘other income ’’ or deducted in the +related expense. The presentation approach wa s applied consistently to all similar grants. +9 OTHER (LOSSES)/GAINS — NET +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Fair value change of wealth management products . . . . . . . . . . . . . . . . . . . . . . 340 333 1,575 +G a i n so nt e r m i n a t i o no fr i g h t - o f - u s ea s s e t s........................... 4 7 0 —— +Fair value losses from deriva t i v ef i n a n c i a li n s t r u m e n t s................... ( 1 , 9 8 7 ) —— +Losses on disposal of property, plant and equipment and intangible assets . . . . . (2,949) (257) (136) +D o n a t i o n .................................................. —— (1,003) +N e tf o r e i g ne x c h a n g eg a i n s / ( l o s s e s )................................ 2 4 5 7 , 2 0 2 ( 5 , 2 0 8 ) +O t h e r s.................................................... ( 1 5 0 ) ( 3 9 ) ( 6 , 2 7 7 ) +(4,031) 7,239 (11,049) +10 FINANCE (COSTS)/INCOME — NET +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Finance income: +Interest income on cash and cash equivalents and restricted cash . . . . . . . . . . . . 1,466 6,288 11,897 +Finance costs: +Interest expense on bank and other borrowings . . . . . . . . . . . . . . . . . . . . . . . . (4,238) (2,656) (3,146) +Interest expense on lease liabilities (Note 14) ......................... ( 1 , 2 4 1 ) ( 1 , 2 9 9 ) ( 1 , 3 3 9 ) +O t h e r s.................................................... —— (617) +(5,479) (3,955) (5,102) +Finance (costs)/income — net ................................... ( 4 , 0 1 3 ) 2 , 3 3 3 6 , 7 9 5 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-34 – + + +--- page 333 --- +11 TAXATION +(a) Value-added tax ( ‘‘VAT’’) +For the overseas sales, the Group is subject to VAT exemption and refund policy. According to The Notice of the +Ministry of Finance and the State Administration of Taxation ( ‘‘SAT’’) on VAT and Consumption Tax Policies for Exported +Goods and Services, which was promulgated on 25 May 2012 by the Ministry of Finance of the PRC and SAT, of which +some terms became effective from 1 Januar y 2011, and other terms became effective from 1 July 2012, exported goods and +services of export enterprises are eligible for VAT exemption and refund policy. +For the domestic sales, the Group is mainly subj ect to 9% and 13% VAT, and surcharges on VAT payments +according to PRC tax law. +(b) Income tax expenses +PRC enterprise income tax +Pursuant to the PRC Enterprise Income Tax Law and the respective regulations (the EIT Law), the general +corporate income tax rate in the PRC is 25%. +The Company obtained its High an d New Technology Enterprises ( ‘‘HNTE ’’) status in year 2020 and renewed +the qualification in 2023. Accordingly, it was entitled to a preferential EIT rate of 15% for a three-year period since +the qualification day. The applicable EIT rate of the Company was 15% during the Track Record Period. +In accordance with the Announcement on Further Implementing Preferential Income Tax Policies for Small +and Micro Enterprises (Announcement [2022] No. 13), the Announcement on Income Tax Preferences for Small and +Micro Enterprises and Individual Businesses (Announcement [2023] No. 6), and Announcement on Further +Supporting the Development of Small and Micro Enterprises and Individual Businesses Related to Tax and Fee +Policies (Announcement [2023] No. 12), for small and micro enterprises with an annual taxable income less than +RMB3 million, 25% of the amount is included in the taxable income, and the applicable enterprise income tax rate is +20%. During the Track Record Period, the Company ’s subsidiaries, Shandong Xunlong Fisheries Technology +Development Co., Ltd., Beijing Qiandao Xunye Sci-tech Development Co., Ltd., Hubei Kalujia Technology +Development Co., Ltd., Sichuan Kalujia Food Co., Ltd. and Quzhou Kecheng Kalujia Catering Management Co., Ltd. +benefited from these preferential policies. +According to the relevant laws and regulations promulgated by the SAT of the PRC that was effective from +2008 onwards, enterprises engaging i n research and development activiti es are entitled to claim 175% of their +research and development expenses incurred as tax deductible expenses when determining their assessable profits for +the year ( ‘‘Super Deduction ’’). Such claim was further increased to 200% from October 1, 2022 onwards. +Pursuant to the EIT Law, income derived from marine and inland aquaculture projects within the agricultural, +forestry, animal husbandry, and fishery industries, 50% of the amount is included in the taxable income. As a result, +such PRC subsidiaries were eligible for the mentioned preferential tax policy. +According to the Implementation Regulation of the EIT Law and the EIT exemptions regulation set out in the +Circular of the Ministry of Finance an d the State Administration of Taxatio no nR e l e a s i n gt h eP r i m a r yP r o c e s s i n g +Ranges of Agricultural Products Entitled to Preferential Policies on Corporate Income Tax (Trial Implementation) +(Cai Shui [2008] No. 149), and the requirements of Article 86 of the Implementation Regulation of the EIT Law, the +income from primary processing for agriculture products are exempted from EIT. The sturgeon meat processing +business of Quzhou Sturgeon enjoyed the above-mentioned preferential policies. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-35 – + + +--- page 334 --- +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Current income tax expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,805 60,213 61,282 +Deferred income tax expenses (Note 30) ................... 1 4 , 1 3 0 1 3 , 2 6 2 8 , 1 1 9 +58,935 73,475 69,401 +A reconciliation of the expected income tax calculated a t the applicable tax rate and profit before income tax, +with the actual income tax is as follow: +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +P r o f i tb e f o r ei n c o m et a x .............................. 3 3 1 , 8 3 4 3 9 7 , 5 9 9 4 3 4 , 4 3 0 +Tax calculated at statutory tax +r a t e so f2 5 % .................................... 8 2 , 9 5 9 9 9 , 4 0 0 1 0 8 , 6 0 8 +Effect of preferential tax policy . . . . . . . . . . . . . . . . . . . . . . . . . (20,123) (22,145) (33,198) +Expenses not deductible for tax purpose . . . . . . . . . . . . . . . . . . . 1,414 1,102 1,748 +Super deduction for research and development expenses . . . . . . . . (6,085) (5,323) (8,116) +Utilization of previously unrecogn ised temporary differences and +previously unrecognised tax losses . . . . . . . . . . . . . . . . . . . . . (29) (80) (695) +T a xl o s s e sf o rw h i c hn o +deferred income tax asset +was recognised (i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 720 262 656 +Temporary differences for which no deferred tax assets were +recognised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 259 398 +I n c o m et a xe x p e n s e s ................................. 5 8 , 9 3 5 7 3 , 4 7 5 6 9 , 4 0 1 +(i) Tax losses +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +T a xl o s s e sf o rw h i c hn od e f e r r e di n c o m et a xa s s e t sw e r e +r e c o g n i s e d................................. 8 , 0 2 5 8 , 6 6 7 9 , 3 7 4 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-36 – + + +--- page 335 --- +The expiry dates of the unrecognised tax losses as of the respective balance sheet dates are listed as +below. +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Expiry year +2 0 2 4....................................... 2 4 1 —— +2 0 2 5....................................... 9 5 5 9 5 5 — +2 0 2 6....................................... 1 , 6 8 3 1 , 5 1 9 8 6 2 +2 0 2 7....................................... 2 , 2 6 7 2 , 2 6 7 1 , 9 6 3 +2 0 2 8....................................... 2 , 8 7 9 2 , 8 7 9 2 , 8 7 9 +2 0 2 9....................................... — 1,047 1,047 +2 0 3 0....................................... —— 2,623 +8,025 8,667 9,374 +12 EARNINGS PER SHARE +(i) Basic +Basic earnings per share is calculated by dividing the net profit attributable to owners of the Company by the +weighted average number of ordinary shares outstanding during the financial year. +Year ended December 31, +2023 2024 2025 +Profit attributable to owners of the Company (RMB ’000) . . . . . . . . . . . . 270,117 308,417 363,397 +Weighted average number of ordinary shares outstanding (thousands) (a) . 86,663 90,243 90,243 +B a s i ce a r n i n g sp e rs h a r e( R M B ) ............................. 3 . 1 2 3 . 4 2 4 . 0 3 +(a) The weighted average number of ordinary shares has been adjusted for the effect of the issuance of shares in +connection with share incentive plan. +(ii) Diluted +The calculation of the diluted earnings per share amount s is based on the profit attributable to the owners of the +Company. The weighted average numbers of ordinary shares used in the calculations are the numbers of ordinary shares +outstanding during the years ended December 31, 2023, 2024 and 2025, as used in the basic earnings per share calculation. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-37 – + + +--- page 336 --- +Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to +assume conversion of all dilutive potential ordinary shares. There are no potential ordinary shares for the year ended 31 +December 2023 and 2024. During the year ended 31 December 2025, the Group had potential ordinary shares, which is the +RSUs granted to employees. +Year ended 31 December +2023 2024 2025 +Earnings +Profit attributable to the o wners of the Company (RMB ’000) . . . . . . . . . . 270,117 308,417 363,397 +Shares +Weighted average number of ordinary shares used in the basic earnings +per share calculation (thousand) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,663 90,243 90,243 +Adjustments for share based compensation — RSUs (shares) (thousand) . . —— 95 +Weighted average number of ordinary shares used in the diluted earnings +per share calculation (thousand) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86,663 90,243 90,338 +D i l u t e de a r n i n g sp e rs h a r e( R M B ) ............................ 3 . 1 2 3 . 4 2 4 . 0 2 +13 PROPERTY, PLANT AND EQUIPMENT +The Group +Buildings +and +structures +Machinery +and +equipment Vehicles +Leasehold +improvement +Construction +in progress Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +As at January 1, 2023 +Cost . . . . . . . . . . . . . . . . . 171,044 79,144 7,850 233 27,758 286,029 +Accumulated depreciation . . (69,102) (37,518) (5,926) (70) — (112,616) +I m p a i r m e n t ............ ( 2 , 4 8 2 ) ( 6 7 5 ) ( 6 ) —— (3,163) +Net book value . . . . . . . . . 99,460 40,951 1,918 163 27,758 170,250 +Year ended December 31, +2023 +Opening net book value . . . 99,460 40,951 1,918 163 27,758 170,250 +Additions . . . . . . . . . . . . . 78 4,232 34 417 98,365 103,126 +Transfer from construction in +p r o g r e s s ............ 7 1 , 8 0 3 1 3 , 6 3 7 —— (85,440) — +D i s p o s a l s ............. ( 3 , 0 1 5 ) ( 6 3 6 ) ( 6 ) —— (3,657) +Depreciation charge +(Note 6) ............ ( 1 3 , 6 5 2 ) ( 8 , 2 6 7 ) ( 6 0 7 ) ( 5 7 ) — (22,583) +Closing net book value . . . . 154,674 49,917 1,339 523 40,683 247,136 +As at December 31, 2023 +Cost . . . . . . . . . . . . . . . . . 236,436 95,579 7,754 650 40,683 381,102 +Accumulated depreciation . . (79,280) (44,987) (6,409) (127) — (130,803) +I m p a i r m e n t ............ ( 2 , 4 8 2 ) ( 6 7 5 ) ( 6 ) —— (3,163) +Net book value . . . . . . . . . 154,674 49,917 1,339 523 40,683 247,136 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-38 – + + +--- page 337 --- +Buildings +and +structures +Machinery +and +equipment Vehicles +Leasehold +improvement +Construction +in progress Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +Year ended December 31, +2024 +Opening net book value . . . 154,674 49,917 1,339 523 40,683 247,136 +Additions . . . . . . . . . . . . . 1,388 2,372 1,400 43 75,339 80,542 +Transfer from construction in +p r o g r e s s ............ 6 4 , 2 0 7 3 5 , 9 9 0 —— (100,197) — +Transfer to intangible assets +(Note 15) ........... ——— — (6,852) (6,852) +D i s p o s a l s ............. — (32) (61) —— (93) +Depreciation charge +(Note 6) ............ ( 1 6 , 4 5 6 ) ( 1 0 , 3 2 4 ) ( 6 3 0 ) ( 1 4 7 ) — (27,557) +Closing net book value . . . . 203,813 77,923 2,048 419 8,973 293,176 +As at December 31, 2024 +Cost . . . . . . . . . . . . . . . . . 302,031 133,500 8,401 693 8,973 453,598 +Accumulated depreciation . . (95,736) (54,902) (6,347) (274) — (157,259) +I m p a i r m e n t ............ ( 2 , 4 8 2 ) ( 6 7 5 ) ( 6 ) —— (3,163) +Net book value . . . . . . . . . 203,813 77,923 2,048 419 8,973 293,176 +Year ended +December 31, 2025 +Opening net book value . . . 203,813 77,923 2,048 419 8,973 293,176 +Additions . . . . . . . . . . . . . 2,127 4,026 838 751 59,208 66,950 +Transfer from construction in +p r o g r e s s ............ 1 7 , 6 7 5 1 2 , 1 9 0 —— (29,865) — +D i s p o s a l s ............. ( 3 7 9 ) ( 1 2 1 ) ( 1 9 9 ) —— (699) +O t h e r s ............... ( 1 4 , 6 4 1 ) —— — — (14,641) +Depreciation charge +(Note 6) ............ ( 1 8 , 5 9 7 ) ( 1 2 , 8 7 6 ) ( 7 0 8 ) ( 4 2 8 ) — (32,609) +Closing net book value . . . . 189,998 81,142 1,979 742 38,316 312,177 +As at December 31, 2025 +Cost . . . . . . . . . . . . . . . . . 304,685 149,165 8,619 1,444 38,316 502,229 +Accumulated depreciation . . (112,205) (67,348) (6,639) (702) — (186,894) +I m p a i r m e n t ............ ( 2 , 4 8 2 ) ( 6 7 5 ) ( 1 ) —— (3,158) +Net book value . . . . . . . . . 189,998 81,142 1,979 742 38,316 312,177 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-39 – + + +--- page 338 --- +(a) Depreciation charges of property, plant and equipment has been charged to the consolidated statements of +comprehensive income as follows: +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Depreciation charges +C o s to fs a l e s........................................... 1 7 , 3 8 4 2 2 , 6 6 2 2 6 , 6 7 4 +R e s e a r c ha n dd e v e l o p m e n te x p e n s e s ........................... 3 , 6 5 3 3 , 2 0 9 4 , 3 3 5 +General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 1,308 1,482 1,433 +S e l l i n ga n dm a r k e t i n ge x p e n s e s.............................. 2 3 8 2 0 4 1 6 7 +T o t a l ................................................ 2 2 , 5 8 3 2 7 , 5 5 7 3 2 , 6 0 9 +The Company +Buildings +and +structures +Machinery +and +equipment Vehicles +Leasehold +improvement +Construction +in progress Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +As at January 1, 2023 +Cost . . . . . . . . . . . . . . . . . 68,770 23,472 2,394 59 15,162 109,857 +Accumulated depreciation . . (27,391) (9,137) (2,132) (16) — (38,676) +Net book value . . . . . . . . . 41,379 14,335 262 43 15,162 71,181 +Year ended December 31, +2023 +Opening net book value . . . 41,379 14,335 262 43 15,162 71,181 +A d d i t i o n s ............. — 1,534 3 56 5,874 7,467 +Transfer from construction in +p r o g r e s s ............ 1 8 , 1 8 2 2 , 8 5 4 —— (21,036) — +D i s p o s a l s ............. ( 1 , 3 6 1 ) ( 6 0 0 ) ( 4 ) —— (1,965) +Depreciation charge . . . . . . (6,612) (2,649) (49) (33) — (9,343) +Closing net book value . . . . 51,588 15,474 212 66 — 67,340 +As at December 31, 2023 +C o s t................. 8 4 , 2 1 4 2 6 , 9 0 9 2 , 3 6 5 1 1 5 — 113,603 +Accumulated depreciation . . (32,626) (11,435) (2,153) (49) — (46,263) +Net book value . . . . . . . . . 51,588 15,474 212 66 — 67,340 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-40 – + + +--- page 339 --- +Buildings +and +structures +Machinery +and +equipment Vehicles +Leasehold +improvement +Construction +in progress Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +Year ended December 31, +2024 +Opening net book value . . . 51,588 15,474 212 66 — 67,340 +A d d i t i o n s ............. — 417 —— 2,838 3,255 +Transfer from construction in +p r o g r e s s ............ 1 5 2 , 8 2 3 —— (2,838) — +Depreciation charge . . . . . . (6,635) (2,835) (51) (36) — (9,557) +Closing net book value . . . . 44,968 15,879 161 30 — 61,038 +As at December 31, 2024 +C o s t................. 8 4 , 2 2 9 3 0 , 1 1 3 2 , 3 6 5 1 1 5 — 116,822 +Accumulated depreciation . . (39,261) (14,234) (2,204) (85) — (55,784) +Net book value . . . . . . . . . 44,968 15,879 161 30 — 61,038 +Year ended December 31, +2025 +Opening net book value . . . 44,968 15,879 161 30 — 61,038 +A d d i t i o n s ............. — 737 — 28 113 878 +D i s p o s a l s ............. ( 3 6 9 ) ( 7 ) ——— (376) +O t h e r s ............... ( 9 6 8 ) ( 6 5 ) ——— (1,033) +Depreciation charge . . . . . . (6,590) (2,925) (52) (19) — (9,586) +Closing net book value . . . . 37,041 13,619 109 39 113 50,921 +As at December 31, 2025 +Cost . . . . . . . . . . . . . . . . . 74,431 29,600 2,365 143 113 106,652 +Accumulated depreciation . . (37,390) (15,981) (2,256) (104) — (55,731) +Net book value . . . . . . . . . 37,041 13,619 109 39 113 50,921 +(b) Accounting policy for property, plant and equipment +Property, plant and equipment (other than constructions in progress) are stated at historical cost less accumulated +depreciation and impairment, if any. Historical cost includes ex penditure that is directly attrib utable 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 associat ed 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 Track Record Period in which they are +incurred. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-41 – + + +--- page 340 --- +Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, net of their +residual value, over their estimated useful lives or, in the case of leasehold improvement, the shorter lease term as follows: +Estimated useful lives Residual rate +— Buildings and structures . . . . . 10~20 years 3% +— Machinery and equipment . . . 3~20 years 3% +— V e h i c l e s ............... 3 ~ 5y e a r s 3 % +— Leasehold improvement . . . . . shorter of the lease term and estimated useful life — +The assets ’ residual values and useful lives are reviewed, and a djusted 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 ’sc a r r y i n ga m o u n ti s +greater than its estimate d recoverable amount. +Gains and losses on disposals are determined by comparing proceeds with carrying amount and are recognised in +‘‘Other (losses)/gains — net’’ in the consolidated statements of comprehensive income. +Property, plant and equipment 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 ’sc a r r y i n g +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 +(CGU). Property, plant and equipment that suffered an impairment are reviewed for possible reversal of the impairment at +the end of each re porting period. +Constructions in progress represent buildings and leasehold improvement under construction and are stated at cost +less accumulated impairment losses, if any. Cost includes the costs of construction and a cquisition and capitalised +borrowing costs. No provision for depreciation is made on con structions in progress until su ch time as the relevant assets +are completed and ready for intended use. When the assets constructed are available for use, the cost are transferred to +buildings and depreciated in accord ance with the polic y as stated above. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-42 – + + +--- page 341 --- +14 LEASES +(a) Right-of-use assets +The Group leases agricultural water areas and agricultural land for its agricultural bases and the lease term is +generally 10 –50 years. The Group ’s land use rights represent prepaid operating lease payments for lands located in the PRC +and the lease term is 50 years. The Group ’s leases for buildings mainly represent t he leases for offices and staff quarters. +The movements of the Group ’s right-of-use assets ar e analysed as follows: +The Group +Land use +rights +Leased +buildings +Leased +agricultural +water areas +Leased +agricultural +land Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +At January 1, 2023 +C o s t ................... 1 2 , 3 4 9 3 , 0 1 2 4 , 5 9 2 2 8 , 8 2 4 4 8 , 7 7 7 +Accumulated depreciation . . . . (2,267) (559) (1,212) (3,207) (7,245) +Net book value . . . . . . . . . . . . 10,082 2,453 3,380 25,617 41,532 +Year ended December 31, +2023 +Opening net book value . . . . . . 10,082 2,453 3,380 25,617 41,532 +A d d i t i o n s ................ — 3,835 — 425 4,260 +T e r m i n a t i o n s ............. ——— (1,909) (1,909) +Depreciation charge (Note 6) . . (246) (892) (600) (1,056) (2,794) +Closing net book value . . . . . . 9,836 5,396 2,780 23,077 41,089 +At December 31, 2023 +C o s t ................... 1 2 , 3 4 9 6 , 7 2 8 4 , 3 3 5 2 6 , 7 8 3 5 0 , 1 9 5 +Accumulated depreciation . . . . (2,513) (1,332) (1,555) (3,706) (9,106) +Net book value . . . . . . . . . . . . 9,836 5,396 2,780 23,077 41,089 +Year ended December 31, +2024 +Opening net book value . . . . . . 9,836 5,396 2,780 23,077 41,089 +A d d i t i o n s ................ 2 , 1 9 6 4 0 7 — 2,540 5,143 +T e r m i n a t i o n s ............. ( 3 , 4 5 9 ) ——— (3,459) +Depreciation charge (Note 6) . . (198) (1,396) (471) (1,202) (3,267) +Closing net book value . . . . . . 8,375 4,407 2,309 24,415 39,506 +At December 31, 2024 +C o s t ................... 1 1 , 0 8 6 6 , 4 1 4 4 , 3 3 5 2 9 , 3 2 3 5 1 , 1 5 8 +Accumulated depreciation . . . . (2,711) (2,007) (2,026) (4,908) (11,652) +Net book value . . . . . . . . . . . . 8,375 4,407 2,309 24,415 39,506 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-43 – + + +--- page 342 --- +Land use +rights +Leased +buildings +Leased +agricultural +water areas +Leased +agricultural +land Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +Year ended December 31, +2025 +Opening net book value . . . . . . 8,375 4,407 2,309 24,415 39,506 +A d d i t i o n s ................ 6 3 1 , 5 8 0 — 9,823 11,466 +Depreciation charge (Note 6) . . (205) (1,302) (472) (1,267) (3,246) +Closing net book value . . . . . . 8,233 4,685 1,837 32,971 47,726 +As at December 31, 2025 +C o s t ................... 1 1 , 1 4 9 7 , 7 2 8 4 , 3 3 5 3 9 , 1 4 6 6 2 , 3 5 8 +Accumulated depreciation . . . . (2,916) (3,043) (2,498) (6,175) (14,632) +Net book value . . . . . . . . . . . . 8,233 4,685 1,837 32,971 47,726 +(i) Amounts recognised in the consolidated statements of comprehensive income: +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Depreciation charge of right-of-use assets (Note 6) ............ 2 , 7 9 4 3 , 2 6 7 3 , 2 4 6 +Expenses relating to low-value and +short-term leases (Note 6) ........................... 1 , 8 3 3 1 , 3 1 0 1 , 1 0 9 +Interest expenses (Note 10) ............................ 1 , 2 4 1 1 , 2 9 9 1 , 3 3 9 +The total cash outflows for principal elements and interest elements of lease payments during the years ended +December 31, 2023, 2024 and 2025 were RMB2,622,000, RMB2,477,000 and RMB9,170,000 respectively. +The total cash outflows for low-value and short-term leases during the years ended December 31, 2023, 2024 +and 2025 were RMB1,777,000, RMB1,758,000 and RMB1,109,000 respectively. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-44 – + + +--- page 343 --- +The Company +Land use +rights +Leased +buildings +Leased +agricultural +water areas +Leased +agricultural +land Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +At January 1, 2023 +C o s t ................... 2 8 6 3 2 3 2 , 4 4 3 1 1 , 3 6 4 1 4 , 4 1 6 +Accumulated depreciation . . . . (79) (84) (517) (1,671) (2,351) +Net book value . . . . . . . . . . . . 207 239 1,926 9,693 12,065 +Year ended December 31, +2023 +Opening net book value . . . . . . 207 239 1,926 9,693 12,065 +D i s p o s a l s ................ ——— (1,909) (1,909) +Depreciation charge . . . . . . . . (6) (32) (282) (394) (714) +Closing net book value . . . . . . 201 207 1,644 7,390 9,442 +At December 31, 2023 +C o s t ................... 2 8 6 3 2 3 2 , 4 4 3 8 , 8 9 8 1 1 , 9 5 0 +Accumulated depreciation . . . . (85) (116) (799) (1,508) (2,508) +Net book value . . . . . . . . . . . . 201 207 1,644 7,390 9,442 +Year ended December 31, +2024 +Opening net book value . . . . . . 201 207 1,644 7,390 9,442 +A d d i t i o n s ................ ——— 2,471 2,471 +Depreciation charge . . . . . . . . (6) (32) (282) (518) (838) +Closing net book value . . . . . . 195 175 1,362 9,343 11,075 +At December 31, 2024 +C o s t ................... 2 8 6 3 2 3 2 , 4 4 3 1 1 , 3 6 9 1 4 , 4 2 1 +Accumulated depreciation . . . . (91) (148) (1,081) (2,026) (3,346) +Net book value . . . . . . . . . . . . 195 175 1,362 9,343 11,075 +Year ended December 31, +2025 +Opening net book value . . . . . . 195 175 1,362 9,343 11,075 +Depreciation charge . . . . . . . . (5) (32) (282) (518) (837) +Closing net book value . . . . . . 190 143 1,080 8,825 10,238 +At December 31, 2025 +C o s t ................... 2 8 6 3 2 3 2 , 4 4 3 1 1 , 3 6 9 1 4 , 4 2 1 +Accumulated depreciation . . . . (96) (180) (1,363) (2,544) (4,183) +Net book value . . . . . . . . . . . . 190 143 1,080 8,825 10,238 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-45 – + + +--- page 344 --- +(b) Lease liabilities +The Group +(i) Lease liabilities recognised in t he consolidated balance sheets: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Lease liabilities +C u r r e n t.......................................... 1 , 8 1 6 1 , 4 6 2 5 , 5 6 8 +N o n - c u r r e n t ....................................... 2 5 , 6 3 6 2 7 , 5 3 8 2 6 , 8 5 1 +27,452 29,000 32,419 +(ii) The following table shows the r emaining maturities of the Group ’s lease liabilities at the end of Track Record +Period. +Minimum lease payments due As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +W i t h i n1y e a r ..................................... 2 , 8 2 0 2 , 6 3 1 6 , 7 8 7 +B e t w e e n1a n d2y e a r s ............................... 2 , 3 3 8 2 , 3 5 8 6 , 4 8 5 +B e t w e e n2a n d5y e a r s ............................... 9 , 4 1 5 9 , 4 6 6 4 , 4 8 8 +o v e r5y e a r s ...................................... 2 4 , 6 8 4 2 6 , 5 6 8 2 5 , 8 4 3 +39,257 41,023 43,603 +L e s s :f u t u r ef i n a n c ec h a r g e s ........................... ( 1 1 , 8 0 5 ) ( 1 2 , 0 2 3 ) ( 1 1 , 1 8 4 ) +27,452 29,000 32,419 +Present value of lease lia bilities As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +W i t h i n1y e a r ..................................... 1 , 8 1 6 1 , 4 6 2 5 , 5 6 8 +B e t w e e n1a n d2y e a r s ............................... 1 , 2 1 6 1 , 1 9 1 5 , 4 7 3 +B e t w e e n2a n d5y e a r s ............................... 6 , 7 2 5 6 , 7 5 6 1 , 9 0 8 +o v e r5y e a r s ...................................... 1 7 , 6 9 5 1 9 , 5 9 1 1 9 , 4 7 0 +27,452 29,000 32,419 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-46 – + + +--- page 345 --- +The Company +(i) Lease liabilities rec ognised in the Company ’s balance sheets: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Lease liabilities +C u r r e n t.......................................... 7 8 7 4 2 3 2 2 0 +N o n - c u r r e n t ....................................... 8 , 0 7 7 1 1 , 1 5 3 1 0 , 9 7 4 +8,864 11,576 11,194 +(ii) The following table shows the remaining maturities of the Company ’s lease liabilities at the end of Track +Record Period. +Minimum lease payments due As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +W i t h i n1y e a r ..................................... 9 6 0 7 8 4 6 7 4 +B e t w e e n1a n d2y e a r s ............................... 6 1 6 6 7 4 9 2 2 +B e t w e e n2a n d5y e a r s ............................... 2 , 2 3 8 3 , 2 6 4 2 , 7 7 4 +o v e r5y e a r s ...................................... 8 , 9 9 6 1 1 , 7 7 8 1 1 , 2 7 4 +12,810 16,500 15,644 +Less: future finance charges . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,946) (4,924) (4,450) +8,864 11,576 11,194 +Present value of lease lia bilities As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +W i t h i n1y e a r ..................................... 7 8 7 4 2 3 2 2 0 +B e t w e e n1a n d2y e a r s ............................... 2 5 7 2 2 0 4 9 2 +B e t w e e n2a n d5y e a r s ............................... 1 , 2 7 9 2 , 0 6 8 1 , 6 5 2 +o v e r5y e a r s ...................................... 6 , 5 4 1 8 , 8 6 5 8 , 8 3 0 +8,864 11,576 11,194 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-47 – + + +--- page 346 --- +15 INTANGIBLE ASSETS +The Group +Software +Intellectual +property rights Total +RMB’000 RMB ’000 RMB ’000 +As at January 1, 2023 +C o s t ........................................ 2 , 1 2 4 — 2,124 +A c c u m u l a t e da m o r t i s a t i o n......................... ( 1 , 2 5 9 ) — (1,259) +N e tb o o kv a l u e ................................ 8 6 5 — 865 +Year ended December 31, 2023 +O p e n i n gn e tb o o kv a l u e .......................... 8 6 5 — 865 +A d d i t i o n s .................................... 5 1 — 51 +Amortisation charge (Note 6) ....................... ( 3 0 5 ) — (305) +C l o s i n gn e tb o o kv a l u e........................... 6 1 1 — 611 +As at December 31, 2023 +C o s t ........................................ 2 , 1 7 5 — 2,175 +A c c u m u l a t e da m o r t i s a t i o n......................... ( 1 , 5 6 4 ) — (1,564) +N e tb o o kv a l u e ................................ 6 1 1 — 611 +Year ended December 31, 2024 +O p e n i n gn e tb o o kv a l u e .......................... 6 1 1 — 611 +Transfer from construction in progress (Note 13) ......... 6 , 8 5 2 — 6,852 +A d d i t i o n s .................................... 9 5 3 — 953 +Amortisation charge (Note 6) ....................... ( 5 0 4 ) — (504) +C l o s i n gn e tb o o kv a l u e........................... 7 , 9 1 2 — 7,912 +As at December 31, 2024 +C o s t ........................................ 9 , 9 8 0 — 9,980 +A c c u m u l a t e da m o r t i s a t i o n......................... ( 2 , 0 6 8 ) — (2,068) +N e tb o o kv a l u e ................................ 7 , 9 1 2 — 7,912 +Year ended December 31, 2025 +O p e n i n gn e tb o o kv a l u e .......................... 7 , 9 1 2 — 7,912 +A d d i t i o n s .................................... 5 7 9 8 0 0 1 , 3 7 9 +Amortisation charge (Note 6) ....................... ( 1 , 8 6 0 ) ( 2 1 ) ( 1 , 8 8 1 ) +C l o s i n gn e tb o o kv a l u e........................... 6 , 6 3 1 7 7 9 7 , 4 1 0 +As at December 31, 2025 +C o s t ........................................ 1 0 , 5 5 9 8 0 0 1 1 , 3 5 9 +A c c u m u l a t e da m o r t i s a t i o n......................... ( 3 , 9 2 8 ) ( 2 1 ) ( 3 , 9 4 9 ) +N e tb o o kv a l u e ................................ 6 , 6 3 1 7 7 9 7 , 4 1 0 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-48 – + + +--- page 347 --- +Amortisation charges of intangible assets has been charged to the consolidated statements of comprehensive income +as follows: +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 305 504 1,881 +The Company +Software +Intellectual +property rights Total +RMB’000 RMB ’000 RMB ’000 +As at January 1, 2023 and December 31, 2023 +C o s t ........................................ 1 0 — 10 +A c c u m u l a t e da m o r t i s a t i o n......................... ( 1 0 ) — (10) +N e tb o o kv a l u e ................................ ——— +Year ended December 31, 2024 +O p e n i n gn e tb o o kv a l u e .......................... ——— +A d d i t i o n s .................................... 6 7 0 — 670 +A m o r t i s a t i o nc h a r g e............................. ( 1 2 3 ) — (123) +C l o s i n gn e tb o o kv a l u e........................... 5 4 7 — 547 +As at December 31, 2024 +C o s t ........................................ 6 8 0 — 680 +A c c u m u l a t e da m o r t i s a t i o n......................... ( 1 3 3 ) — (133) +N e tb o o kv a l u e ................................ 5 4 7 — 547 +Year ended December 31, 2025 +O p e n i n gn e tb o o kv a l u e .......................... 5 4 7 — 547 +A d d i t i o n s .................................... 4 0 0 8 0 0 1 , 2 0 0 +A m o r t i s a t i o nc h a r g e............................. ( 2 1 4 ) ( 2 1 ) ( 2 3 5 ) +C l o s i n gn e tb o o kv a l u e........................... 7 3 3 7 7 9 1 , 5 1 2 +As at December 31, 2025 +C o s t ........................................ 1 , 0 8 0 8 0 0 1 , 8 8 0 +A c c u m u l a t e da m o r t i s a t i o n......................... ( 3 4 7 ) ( 2 1 ) ( 3 6 8 ) +N e tb o o kv a l u e ................................ 7 3 3 7 7 9 1 , 5 1 2 +(a) Software +Software is 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 es timated useful lives of 5 years. When determining the useful +life, the Group has taken into the account the estimated period that can bring economic benefits to the Group. Costs +associated with maintaining computer software p rograms are recognised as expense as incurred. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-49 – + + +--- page 348 --- +(b) Intellectual property rights ( ‘‘IP Rights ’’) +Acquired IP Rights are capitalised on th e basis of the costs incurred to acquire. They have a finite useful life and are +subsequently carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the +straight-line method to allocate the cost of IP Rights over their estimated useful lives of 13 –19 years. +(c) Research and development expenditures +The Group incurs significant costs an d efforts on research and d evelopment activities. Rese arch 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 attribu table to a newly developed products and all the following can be demonstrated: +. it is technically feasible to comp lete 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 t he development project; +. it can be demonstrated how the development project will generate probable future economic benefits; +. adequate technical, financ ial and other resources to co mplete the development and the ability to use or sell the +development project are available; and +. the expenditure attributable to the asset during its developm ent can be reliably measured. +Directly attributable costs that are ca pitalised as part of the development p roject include employee costs and an +appropriate portion of relevant overheads. Capitalised development costs are recorded as intangible assets and amortised +from the point at which the asset is ready for use. +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 Track Record Period, there were no development costs meeting these criteria and capitalised as intangible +assets. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-50 – + + +--- page 349 --- +16 FINANCIAL INSTRUMENTS BY CATEGORY +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Assets as per balance sheet +Financial assets at amortised costs : +— Cash and cash equivalents (Note 21(a)) ......................... 2 0 7 , 9 9 0 3 0 3 , 6 3 3 7 8 3 , 6 1 3 +— Restricted cash (Note 21(b)) ................................. 1 8 , 6 5 4 1 6 , 4 6 9 6 , 0 4 9 +— Trade receivables (Note 17) ................................. 4 8 , 9 7 0 5 7 , 4 1 4 3 3 , 9 0 3 +— Other receivables (Note 18) ................................. 1 4 , 9 2 3 2 0 , 3 2 9 2 7 , 2 8 7 +290,537 397,845 850,852 +Liabilities as per balance sheet +Financial liabilities at amortised costs: +— Trade and notes payables (Note 26) ............................ 8 9 , 5 1 2 1 0 7 , 7 7 9 1 3 3 , 3 3 3 +— Accruals and other payables (excluding taxes and +surcharges payables and staff costs and welfare +accruals) (Note 27) ...................................... 7 8 , 7 2 8 5 4 , 7 9 5 2 2 9 , 2 6 3 +— Lease liabilities (Note 14(b)) ................................ 2 7 , 4 5 2 2 9 , 0 0 0 3 2 , 4 1 9 +— Borrowings (Note 28) ..................................... 9 3 , 3 8 6 2 5 , 0 0 0 2 3 2 , 6 1 7 +— D i v i d e n dp a y a b l e ........................................ 7 , 2 4 1 —— +296,319 216,574 627,632 +17 TRADE RECEIVABLES +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Amounts due from related parties (Note 34(c)(i)) ....................... — 107 — +Trade receivables from contracts with third-party customers . . . . . . . . . . . . . . . 55,327 65,173 38,506 +L e s s :l o s sa l l o w a n c e .......................................... ( 6 , 3 5 7 ) ( 7 , 8 6 6 ) ( 4 , 6 0 3 ) +48,970 57,414 33,903 +As at December 31, 2023, 2024 and 2025, the aging analysis of the trade receivables based on the dates when the +trade receivables are recognised is as follows: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +W i t h i n6m o n t h s ........................................ 4 6 , 8 0 9 5 4 , 7 0 8 2 9 , 9 8 3 +6m o n t h st o1y e a r ....................................... 2 , 8 3 4 2 , 5 8 7 2 , 2 7 4 +O v e r1y e a r ........................................... 5 , 6 8 4 7 , 9 8 5 6 , 2 4 9 +55,327 65,280 38,506 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-51 – + + +--- page 350 --- +The carrying amounts of the Group ’s trade receivables are denominated in the following currencies: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +R M B................................................ 2 4 , 4 2 5 3 1 , 8 3 4 2 1 , 0 5 8 +U S D ................................................ 2 7 , 1 9 6 2 7 , 1 7 1 1 1 , 7 1 7 +E U R ................................................ 2 , 9 8 3 5 , 1 2 5 4 , 7 1 7 +S G D ................................................ 6 3 2 1 , 1 5 0 1 , 0 1 4 +G B P ................................................ 9 1 —— +55,327 65,280 38,506 +The maximum exposure to credit risk at the reporting date is the carrying value of trade receivables mentioned +above. +Credit loss allowance o f trade receivables +T h eG r o u pa p p l i e st h eI F R S9s i m p l i f i e da p p r o a c ht om e asure expected credit losses, which requires expected +lifetime losses to be recognise d from initial recognition. The ex pected loss rates are based on t he payment profiles of related +customers and the corresponding historical credit losses. The his torical loss rates are adjusted to reflect current and forward- +looking information on macroeconomic f actors affecting the ability of the custo mers to settle the receivables. Details are +disclosed in Note 3.1(b). +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Trade receivables from contracts with third-party customers . . . . . . . . . . . . . . . 448 1,964 — +L e s s :l o s sa l l o w a n c e .......................................... ( 1 0 4 ) ( 2 3 3 ) — +344 1,731 — +As at December 31, 2023, 2024 and 2025, the carrying amount of the Company ’s trade receivables were denominated +in RMB. +As at December 31, 2023, 2024 and 2025, the ageing analysis of the trade receivables based on the dates when the +trade receivables are recognised is as follows: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +W i t h i n6m o n t h s ........................................ — 1,631 — +6m o n t h st o1y e a r ....................................... 1 9 8 1 4 — +O v e r1y e a r ........................................... 2 5 0 3 1 9 — +448 1,964 — +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-52 – + + +--- page 351 --- +18 PREPAYMENTS, OTHER RECEI VABLES AND OTHER CURRENT ASSETS +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Included in non-current assets +Prepayments: +P r e p a y m e n tf o rp u r c h a s eo fe q u i p m e n t............................ 4 9 9 8 7 0 2 , 2 2 9 +Other receivables: +Amounts due from related parties (Note 34(c)(iii)) .................... —— 2,466 +Contribution receivable of employee incentive platform . . . . . . . . . . . . . . . . —— 9,994 +L e s s :l o s sa l l o w a n c e ........................................ —— (359) +—— 12,101 +N o n - c u r r e n t ................................................ 4 9 9 8 7 0 1 4 , 3 3 0 +Included in current assets +Prepayments and other current assets +V a l u e - a d d e dt a xr e c o v e r a b l e................................... 5 1 8 1 , 6 8 0 2 , 8 2 0 +L i s t i n ge x p e n s e s........................................... —— 2,913 +Prepayments for purchase of biological assets . . . . . . . . . . . . . . . . . . . . . . . 5,910 1,612 393 +Prepayments for purchase of inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,045 1,220 1,101 +O t h e r s.................................................. 1 , 5 9 9 1 , 7 2 2 2 , 1 9 2 +9,072 6,234 9,419 +Other receivables: +R e c e i v a b l ef r o me x p o r tt a xr e f u n d............................... 8 , 1 9 9 1 3 , 4 1 2 5 , 9 2 9 +D e p o s i t s ................................................ 5 , 8 9 7 5 , 8 9 7 6 , 8 5 2 +Amounts due from third-party payment platforms . . . . . . . . . . . . . . . . . . . . 253 530 1,832 +O t h e r s.................................................. 1 , 1 4 8 1 , 0 0 0 7 1 9 +15,497 20,839 15,332 +Less :l o s sa l l o w a n c e........................................ ( 5 7 4 ) ( 5 1 0 ) ( 1 4 6 ) +14,923 20,329 15,186 +Current .................................................. 2 3 , 9 9 5 2 6 , 5 6 3 2 4 , 6 0 5 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-53 – + + +--- page 352 --- +The carrying amounts of the Group ’s prepayments, other receivables and othe r current assets are denominated in the +following currencies: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +R M B................................................ 2 3 , 5 6 0 2 6 , 3 1 5 3 8 , 9 3 5 +E U R ................................................ 9 3 4 1 , 1 1 8 — +24,494 27,433 38,935 +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Included in non-current assets +Prepayments: +P r e p a y m e n tf o rp u r c h a s eo fe q u i p m e n t............................ 3 0 0 — 30 +Included in current assets +Prepayments: +L i s t i n ge x p e n s e s........................................... —— 2,913 +Prepayments for purchase of biological assets . . . . . . . . . . . . . . . . . . . . . . . 2,892 1,228 — +P r e p a y m e n t sf o rp u r c h a s eo fi n v e n t o r i e s........................... 7 3 4 7 — +O t h e r s.................................................. 3 2 1 2 4 1 4 +2,997 1,399 2,927 +Other receivables: +D e p o s i t s ................................................ 2 , 8 7 7 2 , 8 7 7 2 , 8 7 7 +O t h e r s.................................................. 5 6 0 8 1 3 6 8 1 +3,437 3,690 3,558 +Less :l o s sa l l o w a n c e........................................ ( 1 9 2 ) ( 1 , 8 7 7 ) ( 5 4 ) +3,245 1,813 3,504 +Current .................................................. 6 , 2 4 2 3 , 2 1 2 6 , 4 3 1 +The Company ’s prepayments, other receivables and other current assets were denominated in RMB. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-54 – + + +--- page 353 --- +19 INVENTORIES +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +F i n i s h e dg o o d s.............................................. 3 8 , 7 8 2 3 1 , 4 2 6 4 4 , 8 9 2 +R a wm a t e r i a l s ............................................... 1 4 , 2 9 6 1 4 , 7 6 6 1 6 , 4 7 9 +53,078 46,192 61,371 +L e s s :p r o v i s i o nf o ri m p a i r m e n t ................................... ( 2 , 3 1 9 ) ( 2 , 3 2 0 ) ( 2 , 4 8 0 ) +50,759 43,872 58,891 +For the years ended December 31, 2023, 2024 and 2025, the cost of inventories recognised as expenses included in +cost of revenue including fair value adjustments on biological assets amounted to approximately RMB538,818,000, +RMB655,679,000 and RMB721,823,000, respectively. +The Group ’s inventories mainly comprised caviar and sturgeon products and purchased feed. Caviar and sturgeon +products harvested from biological assets is measured on initia l recognition at fair value less estimated costs to sell at the +point of harvest which becomes the cost of inventories at that date when applying IAS 2. Inventories are stated at the lower +of cost and net realisable value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and +fixed overhead expenditure. Costs are assigned to individual items of inventory on the basis of weighted average costs. +Costs of purchased inventory are determined after deducting rebates and discounts. Net rea lisable value is the estimated +selling price in the ordinary course of business less the estimated costs necessary to make the sale. +Provision for inventories is recognised for the amount by which the carrying amount of the inventories exceeds the +net recoverable amount, and is recorded in cost of sales in the consolidated statements of comprehensive income. +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +R a wm a t e r i a l s ............................................... 2 , 5 2 0 1 , 8 7 3 1 , 3 7 8 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-55 – + + +--- page 354 --- +20 BIOLOGICAL ASSETS +The Group +(a) Value of biological assets +Set out below are the carrying value of biological assets as at December 31, 2023, 2024 and 2025. +Hybrid +sturgeon +Russian +sturgeon +Kaluga +sturgeon +Beluga +sturgeon +Other +sturgeon Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +As at December 31, 2023 +F i s hF r y ................... — 142 ——— 142 +Female immature sturgeon . . . . . . . 186,973 456,905 69,556 63,000 74,321 850,755 +Female mature sturgeon . . . . . . . . 96,395 390,118 26,692 1,798 20,558 535,561 +Male sturgeon . . . . . . . . . . . . . . . 404 2,009 148 66 162 2,789 +Total . . . . . . . . . . . . . . . . . . . . . 283,772 849,174 96,396 64,864 95,041 1,389,247 +Hybrid +sturgeon +Russian +sturgeon +Kaluga +sturgeon +Beluga +sturgeon +Other +sturgeon Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +As at December 31, 2024 +F i s hF r y ................... 3 8 1 8 2 —— 401 621 +Female immature sturgeon . . . . . . . 288,684 380,170 49,029 34,731 116,118 868,732 +Female mature sturgeon . . . . . . . . 117,832 459,224 43,938 31,980 23,447 676,421 +Male sturgeon . . . . . . . . . . . . . . . 6,530 525 134 36 494 7,719 +Total . . . . . . . . . . . . . . . . . . . . . 413,084 840,101 93,101 66,747 140,460 1,553,493 +Hybrid +sturgeon +Russian +sturgeon +Kaluga +sturgeon +Beluga +sturgeon +Other +sturgeon Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +As at December 31, 2025 +F i s hF r y ................... 1 1 2 7 8 —— 489 778 +Female immature sturgeon . . . . . . . 486,102 400,261 46,388 42,513 136,684 1,111,948 +Female mature sturgeon . . . . . . . . 126,360 381,426 41,687 26,217 50,618 626,308 +Male sturgeon . . . . . . . . . . . . . . . 7,339 1,682 161 41 489 9,712 +Total . . . . . . . . . . . . . . . . . . . . . 619,812 783,647 88,236 68,771 188,280 1,748,746 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-56 – + + +--- page 355 --- +(b) Opening to closing balance reconciliatio n of the carrying value of biological assets +Movements in the carrying value of biological assets are as follows: +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +At beginning of the year .................................. 1 , 2 8 3 , 2 9 7 1 , 3 8 9 , 2 4 7 1 , 5 5 3 , 4 9 3 +I n c r e a s ed u et ob r e e d i n g................................... 1 4 1 , 7 4 2 1 5 9 , 7 0 5 1 7 5 , 0 0 1 +I n c r e a s ed u et op u r c h a s e ................................... 6 7 , 2 6 0 1 6 1 , 8 2 6 2 1 6 , 2 7 6 +Fair value changes on biological assets . . . . . . . . . . . . . . . . . . . . . . . . . 455,372 509,799 554,119 +D e c r e a s ed u et oh a r v e s t ................................... ( 5 5 2 , 6 5 6 ) ( 6 4 0 , 9 3 7 ) ( 7 4 8 , 3 4 4 ) +D e c r e a s ed u et os a l e s..................................... ( 5 , 7 6 8 ) ( 1 , 2 6 8 ) ( 1 , 7 9 9 ) +D e c r e a s ed u et oa b n o r m a lm o r t a l i t y ( i ) ......................... — (24,879) — +At end of the year ...................................... 1 , 3 8 9 , 2 4 7 1 , 5 5 3 , 4 9 3 1 , 7 4 8 , 7 4 6 +(i) The abnormal mortality of biological assets was primarily due to summer flooding experienced by Liaoning +Xunlong Technology Development Co., Ltd., a subsidiary of the Company in July 2024, and was recognised +in cost of sales on the consolidated statement of comprehensive income for the year ended December 31, +2024. +(c) The accounting policy for the biological assets +Biological assets are measured at fair value less costs to sell. Neither active market nor observable market rate and +price of each species of sturgeons are available for the market participants. Therefore, the fair value of biological assets is +measured according to level 3 of the fair value hierarchy, based on discounted cashflow technique using significant +unobservable inputs. Changes in value are recognised and classified under ‘‘fair value changes on biological assets ’’ in +consolidated statement of comprehensive income. +The sturgeons are divided into four main groups, depending on the biological l ifecycle and gende r: fish fry, female +immature sturgeons, female mature sturgeons, and male sturgeons. At the earliest stage of the life cycle (under one year +old), the fish fry is kept on land in freshwater facilities. Th e sturgeons above one year old are primarily kept in eco-net +cages in natural waters or in land-based fl ow-through facilities. Male sturgeons are kept for mating , processing for sturgeon +products or for live sturgeon sale. In assessing the fair value of these biological assets, the Company, drawing on breeding +experience, determines that each species of sturgeons has a corresponding age of gonadal maturity, which allows for the +classification of sturgeons into mature sturgeons and immature sturgeons. +Fish fry, generally under one year old, are recognised at accumulated costs, which is considered the best estimate of +fair value because of relatively low unit value and little biologi cal transformation and instab ility for breeding. For female +sturgeons, the unit fair value of different sturgeon broodstock is calculated by applying income approach, which is based on +the present value of future cashflows derived from the expected selling price of the caviar or sturgeon products produced +upon harvest, less the expected costs required to feed and raise to harvest date and subsequent costs to sell, adjusting with +estimated normal mortality. For male sturgeons, the unit fair v alue of unit fair value of diffe rent sturgeon broodstock is +calculated by applying market approach. +The biological assets of the Group are farm-raised sturgeons, which are primarily consumable biological assets that +only have one harvest during the life cycle. These sturgeons have a long gonadal maturation cycle before achieving +biological optimal maturity for harvest, normally ranging from 7 to 15 years depending on different broodstock. Considering +the consumable nature of the biological assets which are typically an integrated part of the normal operating cycle, the +Group classifies the biological assets as current assets in the consolidated balance sheets. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-57 – + + +--- page 356 --- +(d) Fair value estimation of the biological assets +The Group engaged an independent valuer to determine the fair value of the biological assets. Valuation is based on +a variety of premises, many of which are unobservable. For female sturgeons on the reporting date, uncertainty mainly +involves expected selling price, the quantities and timing of sturgeons to be harvested and discount rate as well as the +estimated costs to sell. Other inputs mainl y including normal mortality ra te and expected cost to raise are stable across years +without significant uncertainty. +Expected selling price +The selling prices are estimated base d on the projection of selling price fo r each series of caviar or sturgeon +products at the point of harvest based on assessment using historical data in the past few years and the Group ’sb e s t +estimates of future market development based on current market composition and market share. +Quantities and timing of sturgeons to be harvested +The quantities and timing of sturgeons to be harvested are estimated according to the biologically optimal +maturity for harvest and harvest demand. The Group estimates the increase rate of sales volume according to the +historical increase rate of sales volume in the most recent year as well as the estimation of future market demand. +The Group further calculates the quantities of sturgeons to be ha rvested according to the Group ’s average historical +yield of caviar or sturgeon products produced from each sturgeon in the past few years. +Discount rate +A discount must be made for the time value of the tied-up capital linked to the shares of the present value of +the cash flow allocated to the biomass. The discount rate is determined by taking the weighted average cost of capital +(WACC) and adding a premium for biological transform ation risk. This premium captures the uncertainty +surrounding the remaining time to harvest, as well as vol atility in volume, costs and price. The risk adjustment +reflects the price discount a hypothetical market participates would demand as compensation for the risk assumed by +investing in live fish rather than a different object. +T h ef o l l o w i n gt a b l es e t so u tt h ek e ya s s u m ptions used for the fair value estimation: +As at December 31, +2023 2024 2025 +Discount rate +— I m m a t u r es t u r g e o n ....................... 1 2 . 2 3 % 1 2 . 3 0 % 1 1 . 1 8 % +— M a t u r es t u r g e o n......................... 1 1 . 2 3 % 1 1 . 3 0 % 1 0 . 1 8 % +Estimated increase rate +of sales volume +— H y b r i ds t u r g e o nc a v i a r .................... 3 % –15% 10% –15% 10% –15% +— R u s s i a ns t u r g e o nc a v i a r.................... 1 0 % –18% 10% –15% 10% +— K a l u g as t u r g e o nc a v i a r .................... –13%–5% –5%–0% 0% –50% +— B e l u g as t u r g e o nc a v i a r .................... –19%–10% 5% –10% 5% +— O t h e rs t u r g e o nc a v i a r ..................... –12%–242% 10% –258% 10% –309% +The expected sellin g price of caviar +— Hybrid sturgeon caviar . . . . . . . . . . . . . . . . . . . . RMB2,193/kg RMB2,177/kg RMB2,328/kg +— Russian sturgeon caviar . . . . . . . . . . . . . . . . . . . . RMB2,152/kg RMB2,147/kg RMB2,174/kg +— Kaluga sturgeon caviar . . . . . . . . . . . . . . . . . . . . RMB3,752/kg RMB3,768/kg RMB3,703/kg +— Beluga sturgeon caviar . . . . . . . . . . . . . . . . . . . . RMB7,161/kg RMB7,157/kg RMB7,281/kg +— O t h e rs t u r g e o nc a v i a r ..................... R M B 2 , 0 0 0 / k g – +RMB2,866/kg +RMB2,000/kg – +RMB2,866/kg +RMB2,000/kg – +RMB2,866/kg +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-58 – + + +--- page 357 --- +Management performed the sensitivity analysis based on changes in the abovementioned key assumptions. Had the +estimated key assumptions been changed as below, the change in the fair value of biological assets would have been as +below: +As at December 31 +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Discount rate decreased/(increased) by 1% . . . . . . . 60,481/(56,279) 70,084/(65,167) 81,288/(75,353) +Estimated increase rate fo r sales volume increased/ +(decreased) by 5% . . . . . . . . . . . . . . . . . . . . . . 22,495/(25,542) 31,200/(33,443) 43,621/(45,080) +The expected selling pri ce of caviar increased/ +(decreased) by 5% . . . . . . . . . . . . . . . . . . . . . . 117,743/(117,782) 134,249/(134,254) 151,969/(151,971) +(e) As at December 31, 2023, 2024 and 2025 the Group ’s biological assets with carrying amount of RMB109,659,000, +RMB124,847,000 and RMB244,006,000 at fair value, respectively, were pledged to secure certain bank borrowings +of the Group (Note 28). +The Company +(a) Value of biological assets +Set out below are the carrying value of biological assets as at December 31, 2023, 2024 and 2025. +Hybrid +sturgeon +Russian +sturgeon +Kaluga +sturgeon +Beluga +sturgeon +Other +sturgeon Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +As at December 31, 2023 +F i s hF r y ................... —————— +Female immature sturgeon . . . . . . . 29,367 81,477 36,237 51,475 36,047 234,603 +Female mature sturgeon . . . . . . . . 47,296 257,526 17,567 389 12,404 335,182 +M a l es t u r g e o n ............... 4 3 1 8 1 0 4 6 6 2 7 2 5 8 +Total . . . . . . . . . . . . . . . . . . . . . 76,706 339,021 53,908 51,930 48,478 570,043 +Hybrid +sturgeon +Russian +sturgeon +Kaluga +sturgeon +Beluga +sturgeon +Other +sturgeon Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +As at December 31, 2024 +F i s hF r y ................... —————— +Female immature sturgeon . . . . . . . 72,272 38,624 20,408 26,673 — 157,977 +Female mature sturgeon . . . . . . . . 59,493 279,927 30,622 22,091 14,061 406,194 +Male sturgeon . . . . . . . . . . . . . . . 809 42 82 35 95 1,063 +Total . . . . . . . . . . . . . . . . . . . . . 132,574 318,593 51,112 48,799 14,156 565,234 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-59 – + + +--- page 358 --- +Hybrid +sturgeon +Russian +sturgeon +Kaluga +sturgeon +Beluga +sturgeon +Other +sturgeon Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +As at December 31, 2025 +F i s hF r y ................... —————— +Female immature sturgeon . . . . . . . 90,154 44,278 19,383 32,450 — 186,265 +Female mature sturgeon . . . . . . . . 37,901 169,376 17,748 7,841 5,779 238,645 +M a l es t u r g e o n ............... 1 , 5 3 4 3 8 — 46 1 , 5 8 2 +Total . . . . . . . . . . . . . . . . . . . . . 129,589 213,692 37,131 40,295 5,785 426,492 +21 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH +(a) Cash and cash equivalents +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +C a s ha tb a n k ........................................... 2 2 6 , 6 4 4 3 2 0 , 1 0 2 7 8 9 , 6 6 2 +L e s s :r e s t r i c t e dc a s h( b ) ................................... ( 1 8 , 6 5 4 ) ( 1 6 , 4 6 9 ) ( 6 , 0 4 9 ) +C a s ha n dc a s he q u i v a l e n t s ................................. 2 0 7 , 9 9 0 3 0 3 , 6 3 3 7 8 3 , 6 1 3 +The maximum exposure to credit risk at the reporting date is the carrying values of cash and cash equivalents and +restricted cash as mentioned above. +The carrying amounts of the Group ’s cash and cash equivalents are denominated in the following currencies: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +U S D ................................................ 1 3 2 , 1 1 2 1 3 2 , 8 7 3 4 2 7 , 3 5 4 +R M B................................................ 7 0 , 4 2 3 1 5 1 , 1 8 5 3 5 1 , 1 7 9 +E U R ................................................ 3 , 1 2 3 1 3 , 2 6 4 3 , 2 8 4 +G B P ................................................ 8 4 7 1 , 1 9 8 1 , 4 4 3 +S G D ................................................ 1 , 4 8 4 5 , 1 1 3 3 5 3 +J P Y................................................. 1 —— +207,990 303,633 783,613 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-60 – + + +--- page 359 --- +For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents include cash +at bank. +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +C a s ha tb a n k ........................................... 5 1 , 3 6 7 1 3 4 , 8 0 3 2 9 , 3 9 0 +L e s s :r e s t r i c t e dc a s h( b ) ................................... ( 1 0 , 6 5 1 ) ( 7 , 5 1 0 ) ( 6 , 0 0 0 ) +C a s ha n dc a s he q u i v a l e n t s ................................. 4 0 , 7 1 6 1 2 7 , 2 9 3 2 3 , 3 9 0 +The Company ’s cash and cash equivalents were denominated in RMB. +(b) Restricted cash +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +G u a r a n t e ed e p o s i t sf o rn o t e sp a y a b l e s( i ) ....................... 1 0 , 6 5 1 7 , 5 1 0 6 , 0 0 0 +O t h e r s( i i ) ............................................ 8 , 0 0 3 8 , 9 5 9 4 9 +18,654 16,469 6,049 +The carrying amounts of the Group ’s restricted cash were d enominated in the fo llowing currencies: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +R M B................................................ 1 8 , 6 5 4 1 6 , 4 4 6 6 , 0 4 3 +E U R ................................................ — 66 +U S D ................................................ — 17 — +18,654 16,469 6,049 +(i) As at December 31, 2023, 2024 and 2025, the amount represented cash that were restricted to guarantee the +issuance of notes payables by the Group. +(ii) As at December 31, 2023, 2024 and 2025, the amount mainly represented government grant received for +certain project but are yet to be unrestricted for use as the project progresses. Cash were restricted to maintain +a level above certain percentage of government grant as required by the relevant government requirements. +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +G u a r a n t e ed e p o s i t sf o rn o t e sp a y a b l e s .......................... 1 0 , 6 5 1 7 , 5 1 0 6 , 0 0 0 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-61 – + + +--- page 360 --- +The Company ’s restricted cash wer e denominated in RMB. +22 SHARE CAPITAL AND SHARES HELD F OR RESTRICTED SHARE SCHEMES +(a) Share capital +Ordinary shares are classified as equity. +Incremental costs directly attributable to the issue of ne w shares are shown in equity as a deduction, net of tax, from +the proceeds. +The Group and the Company +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +S h a r ec a p i t a l........................................... 9 0 , 2 4 3 9 0 , 2 4 3 9 2 , 5 5 3 +A summary of movements in the Company ’s share capital are as follows: +Number of +ordinary shares Share capital +RMB’000 +As at January 1, 2023 ................................ 8 5 , 9 4 5 , 4 3 0 8 5 , 9 4 5 +Issuance of ordinary shares (i) . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,297,270 4,298 +As at December 31, 2023 and 2024 ....................... 9 0 , 2 4 2 , 7 0 0 9 0 , 2 4 3 +I s s u a n c eo fo r d i n a r ys h a r e s( i i )........................... 2 , 3 1 0 , 0 0 0 2 , 3 1 0 +As at December 31, 2025 .............................. 9 2 , 5 5 2 , 7 0 0 9 2 , 5 5 3 +(i) By January 1, 2023, the Company had completed four rounds of financing by way of registered capital +increase to the Company, including: Series A financing, Series B financing, Series C financing and Series D +financing, upon completion of which, the registered capital was increased to RMB85,945,430. +On August 8, 2023, Hangzhou Kalujiaren was established as a shareholding platfor m to hold equity interest of +the Company for the employees under the Group ’s employee share ownership plan (the ‘‘ESOP ’’), and +completed capital contribution of an aggregate of RMB36,956,522 to the Company as a consideration for the +subscription of the Company ’s 4,297,270 ordinary shares with a nominal value of RMB4,297,270, upon +completion of which, the share capital was increased from RMB85,945,430 to RMB90,242,700. +(ii) On September 4, 2025, Hangzhou Xunlongren was established as another shareholding platform to hold equity +interest of the Company for the employees under the Group ’s employee share ownership plan (the ‘‘ESOP ’’), +and completed capital contribution of an aggregate of RMB31,647,000 to the Company as a consideration for +the subscription of the Company ’s 2,310,000 ordinary shares with a nominal value of RMB2,310,000, upon +completion of which, the share capital was increased from RMB90,242,700 to RMB92,552,700. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-62 – + + +--- page 361 --- +(b) Shares held for restricted share schemes +The Group and the Company +A summary of movements in the Group ’s and the Company ’s shares held for restricted share schemes are as +follows: +Number of +ordinary shares +Shares held for +restricted share +schemes +RMB’000 +As at January 1, 2023, December 31, 2023 and 2024 ..... —— +Shares held for shares award scheme (Note 25) ........... 2 , 3 1 0 , 0 0 0 2 , 3 1 0 +As at December 31, 2025 ......................... 2 , 3 1 0 , 0 0 0 2 , 3 1 0 +Shares held for restricted share schemes are recorded to reflect the carrying amount of the shares which were +granted in September 2025 under the Group ’s ESOP through Hangzhou Xunlongren, a limited liability partnership +company. +As this employee incentive plan is designed by the Group for its benefit and the Group has discretion in +determining the employees ’ entitlement to the underlying shares, Ha ngzhou Xunlongren is controlled and +consolidated by the Group as a structured entity and the equity interest in the Company held by Hangzhou +Xunlongren is recorded as ‘‘Shares held for restr icted share schemes ’’, the details of which are set out in Note 24. +23 RESERVES +The Group +Capital +reserves +Share-based +compensation +reserve Other reserves Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 +As at January 1, 2023 . . . . . . . . . . . . . . . . . . . . 238,707 858 42,973 282,538 +Issuance of ordinary shares (Note 22) ......... 3 2 , 6 5 9 —— 32,659 +Acquisition of non-controlling interests (ii) . . . . . (36,723) —— (36,723) +Share-based compensation expenses (Note 24) ... — 40,285 — 40,285 +S u r p l u sR e s e r v e( i i i ) .................... —— 2,149 2,149 +As at December 31, 2023 ................. 2 3 4 , 6 4 3 4 1 , 1 4 3 4 5 , 1 2 2 3 2 0 , 9 0 8 +As at January 1, 2024 ................... 2 3 4 , 6 4 3 4 1 , 1 4 3 4 5 , 1 2 2 3 2 0 , 9 0 8 +Share-based compensation expenses (Note 24) ... — 10,071 — 10,071 +As at December 31, 2024 ................. 2 3 4 , 6 4 3 5 1 , 2 1 4 4 5 , 1 2 2 3 3 0 , 9 7 9 +As at January 1, 2025 ................... 2 3 4 , 6 4 3 5 1 , 2 1 4 4 5 , 1 2 2 3 3 0 , 9 7 9 +Issuance of ordinary shares (Note 22) ......... 2 9 , 3 3 7 —— 29,337 +Shares held for shares award scheme (Note 24) .. —— 2,310 2,310 +Repurchase obligation under share-based payment +arrangements (Note 24) ................. —— (15,824) (15,824) +Share-based compensation expenses (Note 24) ... — 17,943 — 17,943 +S u r p l u sR e s e r v e( i i i ) .................... —— 9,118 9,118 +As at December 31, 2025 ................. 2 6 3 , 9 8 0 6 9 , 1 5 7 4 0 , 7 2 6 3 7 3 , 8 6 3 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-63 – + + +--- page 362 --- +(i) In December 2020, the Company completed a round of financing for increase in its share capital. Pursuant to the +shareholders agreements ente red with the financing invest ors, preferred rights including redemption right, anti- +dilution right and certain other rights are granted to these investors. The redemption right granted to this round +investors constitute the Company ’s obligations to repurchase its own equity instruments. These obligations were +recognised as redemption liabilities wh ich are initially measured at fair value ( representing the present value of the +expected cash flows for settling the related obligations if these rights are exercised by the investors) and +subsequently measured at amortised cost. In June 2022, the Company and the investors entered into a termination +agreement, pursuant to which t he redemption rights, anti-di lution rights. and certain ot her rights were terminated +from the sign-off date of the termination agreement without replacement in any circumstance. Pursuant to which, all +the redemption liabilities balan ce were credited to the Company ’s equity. +The investors which entered in September 2009 also have preferred rights including redemption right and anti- +dilution right, which were irreversibly terminated prio r to the Track Record Period without replacement in any +circumstance. +(ii) In May 2023, the Group acquired all the non-controlling interests of Jiangxi Ruoxi Eco-Agriculture Co., Ltd. +(‘‘Jiangxi Ruoxi ’’) at a cash consideration of RMB61,000,000, the amount exceeding the carrying value of net assets +of Jiangxi Ruoxi on the acquisition date was recorded in the c apital reserve. Upon completio n of this transaction, the +Company held 100% equity interest in Jiangxi Ruoxi. +(iii) In accordance with the PRC regulations and the articles of association of the Group, before distributing the net profit +of each year, companies registered in the PRC are required to set aside 10% of its statutory net profit for the year +after offsetting any prior year ’s losses as determined under relevant accounting standards to the statutory surplus +reserve fund. When the balance of such reserve reaches 50% of each company ’s share capital, any further +appropriation is optional. +The Company +Capital +reserves +Share-based +compensation +reserve Other reserves Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 +As at January 1, 2023 ................... 2 3 8 , 7 0 7 8 5 8 4 2 , 9 7 3 2 8 2 , 5 3 8 +Share-based compensation expenses (Note 24) ... — 40,285 — 40,285 +S u r p l u sR e s e r v e ........................ 3 2 , 6 5 8 — 2,149 34,807 +As at December 31, 2023 ................. 2 7 1 , 3 6 5 4 1 , 1 4 3 4 5 , 1 2 2 3 5 7 , 6 3 0 +As at January 1, 2024 ................... 2 7 1 , 3 6 5 4 1 , 1 4 3 4 5 , 1 2 2 3 5 7 , 6 3 0 +Share-based compensation expenses (Note 24) ... — 10,071 — 10,071 +As at December 31, 2024 ................. 2 7 1 , 3 6 5 5 1 , 2 1 4 4 5 , 1 2 2 3 6 7 , 7 0 1 +As at January 1, 2025 ................... 2 7 1 , 3 6 5 5 1 , 2 1 4 4 5 , 1 2 2 3 6 7 , 7 0 1 +Issuance of ordinary shares (Note 22) ......... 2 9 , 3 3 7 —— 29,337 +Shares held for shares award scheme (Note 24) .. —— 2,310 2,310 +Repurchase obligation under share-based payment +arrangements (Note 24) ................. —— +(15,824) (15,824) +Share-based compensation expenses (Note 24) ... — 17,943 — 17,943 +S u r p l u sR e s e r v e( i i i ) .................... —— 1,155 1,155 +As at December 31, 2025 ................. 3 0 0 , 7 0 2 6 9 , 1 5 7 3 2 , 7 6 3 4 0 2 , 6 2 2 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-64 – + + +--- page 363 --- +24 SHARE-BASED PAYMENTS +Share-based compensations are provided to certain directors, mid-level and senior management, key technical personnel, key +employees and other personnel with outstanding contributions to the Group ’s development for the purpose of attracting and +retaining the best personnel and to provide additional incentive to promote the business, which includes the grant of restricted +stock units ( ‘‘RSUs ’’) through employee incentive platform. +Equity-settled share-ba sed payment transactions +The Group operates an equity-settled s hare-based compensation plan, under w hich the entity rece ives services from +eligible employees with unique skill as consideration for equity instruments of the Group. The fair value of the employee +services received in exchange for the grant of equity instruments is recognised as an expense in the consolidated statements +of comprehensive income. The total amount to be expensed is determined by reference to the fair value of the equity +instruments granted, excluding the impac t of any service and non-mark et performance vesting cond itions (e.g., profitability, +sales growth targets and remaining an employee of the entity over a specified time period). +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. The estimates about the number of equity instruments that are expected to vest are revised at +the end of each reporting period and adjustments are recognised in profit or loss and the share-based payment reserves. +Where shares are forfeited due to a failure by the employee to satisfy the service conditions, any expenses previously +recognised in relation to such shares are reversed effective at the date of the forfeiture. +Share-based payment transaction among group entities +The grant by the Company of its equity instruments to the employees of its subsidiaries is treated as a capital +contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised +over the vesting period as an increase to investments in subsidiaries, with a corresponding credit to equity. +2023 Restricted Share Incentive Plan +In August 2023, Hangzhou Kalujiaren was established to serve as the employee incentive platform, in which Mr. +Wang Bin is the general partner. In October 2023, 4,297,270 RSUs were granted to eligible personnel at a consideration of +RMB8.6 per RSU as rewards for their services, time devotion and professional expertise to the Company and certain of its +subsidiaries ( ‘‘2023 Restricted Share Incentive Plan ’’). Out of which, a total of 1,990,000 RSUs were granted to Mr. +Wang Bin and these shares were immediately vested upon the grant date, and the share-based payment expenses of +RMB40,285,000 were recognised in profit or loss. +In addition to the above mentioned shares granted to Mr. Wang Bin, there are non-market performance vesting +conditions both at corporate and individual level for the remaining 2,307,270 RSUs granted to certain key employees. +Pursuant to relevant grant agreements, 50% of the RSUs would be vested after four-year service period, and the remaining +50% would be vested after five-year service period. The forfeited RSUs should be repurchased by Mr. Wang Bin or his +designated third parties (not including the Group and its s ubsidiaries in any circumstanc e) at the price determined by +reference to subscription price and predetermined interest rate. The Group has no discretion or any right to repurchase and +deregister the share issued to Hangzhou Kalujiaren. +2025 Restricted Share Incentive Plan +In September 2025, Hangzhou Xunlongren was established to serve as the employee incentive platform, in which Mr. +Wang Bin is the general partner. In September 2025, 2,310,000 RSUs were granted to 45 eligible employees at a +consideration of RMB13.7 per RSU as rewards for their services, time devotion and professional expertise to the Company +and certain of its subsidiaries ( ‘‘2025 Restricted Share Incentive Scheme ’’). Out of which, a total of 32,000 RSUs were +granted to Mr. Wang Bin and immediately vested. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-65 – + + +--- page 364 --- +For the remaining RSUs, 50% of the RSUs would be vested after four-year service period, and the remaining 50% +would be vested after five-year service period. Additionally, there are non-market performance vesting conditions both at +corporate level and individual level attached to the remaining RSUs. If the non-market performance vesting conditions at the +corporate level are not met, the Compa ny has unconditional obligation to repur chase and cancel the related RSUs at the +price of subscription price and interest rate. As at 31 December 2025, the non-market performance vesting conditions at +corporate level of the first 50% RSUs have been met. Consequently, the Company only retains the repurchase obligation for +the remaining 50% and recogniz ed a financial liability amounting t o RMB15,824,000 (Note 27). +If an employee resigns during the service period, the forfeited RSUs should be repurchased by Mr. Wang Bin or his +designated third parties (not including the Group and its s ubsidiaries in any circumstanc e) at the price determined by +reference to subscription price and predetermined interest rate. As at 31 December 2025, considerations of above RSUs had +not been fully paid by respective employees, including certain key management personnel, and contribution receivable of +RMB12,460,000 was recognized by Hangzhou Xunlongren (Note 18). +Movements in the RSUs granted under the Restricted Share Incentive Plan are as below: +Year ended December 31, +2023 2024 2025 +Average +subscription +price per +shares +Number +of RSUs +Average +subscription +price per +shares +Number +of RSUs +Average +subscription +price per +shares +Number +of RSUs +RMB Thousand RMB Thousand RMB Thousand +A sa tb e g i n n i n go fy e a r ........ —— 8.60 2,307 8.60 2,307 +G r a n t e dd u r i n gt h ey e a r ........ 8 . 6 0 4 , 2 9 7 —— 13.70 2,310 +V e s t e dd u r i n gt h ey e a r ........ 8 . 6 0 ( 1 , 9 9 0 ) —— 13.70 (32) +A sa ty e a re n d .............. 8 . 6 0 2 , 3 0 7 8 . 6 0 2 , 3 0 7 1 1 . 1 3 4 , 5 8 5 +(a) The fair value of RSUs were valued by the third-party independent valuer using discounted cash flow method ( ‘‘DCF +method ’’). The DCF method involves applying appropriate discount rate, to discount the future cash flow forecast to +present value. Key assumptions are set as below: +As at October 30, +2023 +As at September 4, +2025 +D i s c o u n tr a t e..................................... 1 0 . 3 0 % 1 0 . 0 0 % +R e v e n u eg r o w t hr a t e ................................ 5 . 0 0 % –15.90% 3.00%-15.05% +Gross profit before fair value change effects on biological assets . 66.50% –67.40% 67.76%-68.00% +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-66 – + + +--- page 365 --- +(b) Total expenses arising from share-based payment transactions recognised during the period as part of employee +benefits expense (Note 7) were as follows: +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 39,624 6,347 10,630 +C o s to fs a l e s........................................... 3 8 4 2 , 0 6 5 3 , 5 2 9 +S e l l i n ga n dm a r k e t i n ge x p e n s e s.............................. 2 5 5 1 , 5 2 8 2 , 7 0 5 +R e s e a r c ha n dd e v e l o p m e n te x p e n s e s ........................... 2 2 1 3 1 1 , 0 7 9 +40,285 10,071 17,943 +25 DIVIDENDS +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +D i v i d e n d sd e c l a r e d ........................................... 8 1 , 6 4 8 — 135,364 +D i v i d e n dp e rs h a r e( R M B ) ...................................... 0 . 9 5 — 1.50 +During the Track Record Period, the Company declared dividends of RMB81,648,000, nil, and RMB135,364,000 and paid +dividends in cash of RMB92,984,000, RMB7,241,000, and RMB135,364,000 to shareholders of the Company during the years +ended December 31, 2023, 2024 and 2025, respectively. +26 TRADE AND NOTES PAYABLES +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Trade payables +— P a y a b l e sf o rb i o l o g i c a la s s e t s................................ 5 , 5 7 6 2 0 , 0 6 7 2 6 , 6 0 0 +— P a y a b l e sf o rl o g i s t i ce x p e n s e s ............................... 9 , 9 9 8 1 2 , 7 2 2 1 1 , 6 9 8 +— P a y a b l e sf o ri n v e n t o r i e s .................................... 4 , 6 0 2 3 , 3 6 9 3 , 7 7 3 +— O t h e r s................................................ 1 , 3 3 2 1 , 4 2 1 9 5 4 +21,508 37,579 43,025 +N o t e sp a y a b l e s( a ) ............................................ 6 8 , 0 0 4 7 0 , 2 0 0 9 0 , 3 0 8 +89,512 107,779 133,333 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-67 – + + +--- page 366 --- +The carrying amounts of the Group ’s trade and notes payables are denominated in the following currencies: +As at 31 December +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +R M B..................................................... 8 9 , 5 1 2 1 0 7 , 7 7 9 1 3 3 , 0 9 1 +E U R ..................................................... —— 242 +89,512 107,779 133,333 +Aging analysis of the trade and notes payables based on recognition at the respective balances sheet dates are as follows: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +W i t h i n1y e a r............................................... 8 8 , 2 2 5 1 0 7 , 2 5 9 1 2 5 , 1 7 2 +O v e r1y e a r ................................................ 1 , 2 8 7 5 2 0 8 , 1 6 1 +89,512 107,779 133,333 +(a) Notes payables +All notes payables are notes payable to third parties mainly for settleme nt of trade payables. As at December 31, +2023, 2024 and 2025, all notes payables had maturities of less than one year. +As at December 31, 2023, 2024 and 2025, notes payables amounting to approximately RMB68,004,000, +RMB70,200,000 and RMB90,308,000 were guaranteed by Mr. Wang Bin, Ms. Liu Juan and Chunan Qiandao Lake +Kalujia Technology Co., Ltd. ( ‘‘Chunan Kalujiaren ’’) (Note 34(b)(v)). +The carrying amounts of trade and notes payables are considered to be the same as their fair values, due to their +short-term nature. +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Trade payables +— P a y a b l e sf o rb i o l o g i c a la s s e t s................................ 3 , 2 6 6 1 1 , 7 8 7 1 7 , 5 1 1 +— P a y a b l e sf o rl o g i s t i ce x p e n s e s ............................... 7 8 2 1 , 3 0 8 1 , 0 0 0 +— P a y a b l e sf o ri n v e n t o r i e s .................................... 3 , 4 0 2 1 , 1 7 4 1 0 5 +— O t h e r s................................................ 3 6 2 8 2 4 9 +7,812 14,351 18,665 +N o t e sp a y a b l e s ............................................. 6 8 , 0 0 4 7 0 , 2 0 0 9 0 , 3 0 8 +75,816 84,551 108,973 +The carrying amounts of the Company ’s trade and notes payables are denominated in RMB. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-68 – + + +--- page 367 --- +Aging analysis of the trade and notes payables based on recognition at the respective balances sheet dates are as follows: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +W i t h i n1y e a r............................................... 7 5 , 6 6 2 8 4 , 4 9 7 1 0 1 , 6 1 7 +O v e r1y e a r ................................................ 1 5 4 5 4 7 , 3 5 6 +75,816 84,551 108,973 +27 ACCRUALS AND OTHER PAYABLES +Accruals and other payables primarily represent payables for purchase of property, plant and equipment employee benefits +expense, accrued taxes other than income tax that are unpaid, and borrowings from a third party to be repaid at each reporting date. +Accruals and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting +period. They are recognised initia lly at their fair value and subsequ ently measured at amortised cost using the effective interest +method. +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Current +Amounts due to related parties (Note 34(c)(iv)) ........................ 2 8 , 0 0 0 —— +Payables for purchase of property, plant and equipment . . . . . . . . . . . . . . . . . . 34,969 37,402 33,573 +P a y r o l la n dw e l f a r eb e n e f i tp a y a b l e s ............................... 2 6 , 5 9 9 2 7 , 6 8 0 3 0 , 8 8 3 +Repurchase obligation under share-based payment arrangements (Note 24) ..... —— 15,824 +A c c r u e dt a x e so t h e rt h a ni n c o m et a x ............................... 1 , 1 9 8 2 , 8 4 1 5 , 2 6 4 +P a y a b l ef o rl i s t i n ge x p e n s e s ..................................... —— 3,318 +D e p o s i t s .................................................. 1 , 2 2 1 8 8 8 9 3 4 +O t h e r s.................................................... 7 , 1 2 8 1 0 , 0 1 5 1 9 , 4 2 7 +T o t a lc u r r e n tp o r t i o n .......................................... 9 9 , 1 1 5 7 8 , 8 2 6 1 0 9 , 2 2 3 +Non-current +B o r r o w i n g sf r o mat h i r dp a r t y( i ) ................................. —— 150,617 +O t h e r s.................................................... 7 , 4 1 0 6 , 4 9 0 5 , 5 7 0 +7,410 6,490 156,187 +(i) In July 2025, Revitalisation Fund mad e capital contribution of R MB150,000,000 to Quzhou Sturgeon for subscription +of its registered capital of RMB22,727,000, representing 20.55% equity interests in Quzhou Sturgeon. As disclosed +in Note (4)(f), no non-controlling interes ts were recognised in conne ction with the capital contribution and a financial +liability was recognised to reflect the Company ’s obligation to repurchase the equity interests held by Revitalisation +Fund within a period ranging from 2 to 5 years, commencing 31 December 2025. The financial liability was +recognised at the present value of the redemption amount determined by the principal amount plus interests. The +Company makes best estimation that reflects the most likely situation of redemption and remeasures at each year end. +The interest arising from the liability was recognized as finance income/(cost) – net in the consolidated statements of +comprehensive income. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-69 – + + +--- page 368 --- +The carrying amounts of the Group ’s accruals and other payables are denominated in the following currencies: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +R M B..................................................... 1 0 4 , 6 2 0 8 2 , 9 6 4 2 6 3 , 0 9 4 +E U R ..................................................... 1 , 9 0 5 2 , 3 5 2 2 , 3 1 6 +106,525 85,316 265,410 +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Current +Repurchase obligation under share-based payment arrangements (Note 24) ..... —— 15,824 +A m o u n t sd u et or e l a t e dp a r t i e s ................................... 2 8 , 0 0 0 —— +P a y r o l la n dw e l f a r eb e n e f i tp a y a b l e s ............................... 1 1 , 8 7 9 1 1 , 1 7 4 1 2 , 1 7 9 +P a y a b l ef o rl i s t i n ge x p e n s e s ..................................... —— 3,318 +Payables for purchase of property, plant and equipment . . . . . . . . . . . . . . . . . . 2,098 1,568 965 +A c c r u e dt a x e so t h e rt h a ni n c o m et a x ............................... 1 4 1 2 2 9 2 4 1 +D e p o s i t s .................................................. 2 9 9 2 8 6 3 3 3 +O t h e r s.................................................... 2 , 0 3 9 9 2 5 1 , 9 1 3 +T o t a lc u r r e n tp o r t i o n .......................................... 4 4 , 4 5 6 1 4 , 1 8 2 3 4 , 7 7 3 +The carrying amounts of the Company ’s accruals and other payables are denominated in the following currencies: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +R M B..................................................... 4 4 , 2 7 8 1 4 , 1 8 2 3 4 , 7 7 3 +E U R ..................................................... 1 7 8 —— +44,456 14,182 34,773 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-70 – + + +--- page 369 --- +28 BORROWINGS +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Borrowings included in non-current liabilities: +Secured +L o n g - t e r mb a n kb o r r o w i n g s( a )................................... 1 0 , 0 0 0 5 , 0 0 0 — +Guaranteed +L o n g - t e r mb a n kb o r r o w i n g s( b )................................... 4 5 , 2 5 0 2 0 , 0 0 0 8 7 , 5 1 5 +L e s s :c u r r e n tp o r t i o n .......................................... ( 1 , 0 0 1 ) ( 1 0 , 3 4 0 ) ( 6 , 0 5 5 ) +S u b t o t a l................................................... 4 4 , 2 4 9 9 , 6 6 0 8 1 , 4 6 0 +Non-current portion .......................................... 5 4 , 2 4 9 1 4 , 6 6 0 8 1 , 4 6 0 +Borrowings included in current liabilities: +Secured +S h o r t - t e r mb a n kb o r r o w i n g s( c ) ................................... —— 120,084 +Guaranteed +S h o r t - t e r mb a n kb o r r o w i n g s( d ) ................................... 3 8 , 1 3 6 — 25,018 +Current portion of long-term bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . 1,001 10,340 6,055 +S u b t o t a l................................................... 3 9 , 1 3 7 1 0 , 3 4 0 3 1 , 0 7 3 +Current portion ............................................. 3 9 , 1 3 7 1 0 , 3 4 0 1 5 1 , 1 5 7 +(a) Long-term borrowings of RMB10,000,000 and RMB5,000,000 as at December 31, 2023 and 2024 were secured by +the biological assets with aggregate carrying amount of RMB109,659,000 and RMB124,847,000 at fair value, +respectively. Mr. Wang Bin, Quzhou Sturgeon, Chunan Kalujiaren and Chunan Qiandao Lake Sturgeon Import and +Export Co., Ltd. ( ‘‘Xunlong Import and Export ’’) were the guarantors of the long-term bank borrowings. The above +secured bank borrowings bear interests at floating interest rates ranging from 3.15% to 3.50% per annum and the +interests are paid monthly. +(b) As at December 31, 2023 and 2024, Mr. Wang Bin, Ms. Liu Juan, Quzhou Sturgeon, Chunan Kalujiaren were the +guarantors of the Group ’s long-term bank borrowings of RMB35,250,000 and RMB10,000,000, respectively. The +above guaranteed bank borrowings bear interests at floating interest rates ranging from 3.20% to 4.00% per annum +and the interests are paid quarterly. +As at December 31, 2023, Mr. Wang Bin, Quzhou Sturgeon, Chunan Kalujiaren and Xunlong Import and Export, +were the guarantors of the Group ’s long-term bank borrowings of RMB10,000,000. The above guaranteed bank +borrowings bear interests at a floating interest rate of 3.50% per annum and the interests are paid monthly. +As at December 31, 2024, Mr. Wang Bin, Ms. Liu Juan, Chunan Kalujiaren and the Company, were the guarantors of +the Group ’s long-term bank borrowings of RMB10,000,000. The above guaranteed bank borrowings bear interests at +floating interest rates ranging from 2.85% to 3.20% per annum and the interests are paid quarterly. +As at December 31, 2025, Mr. Wang Bin, Ms. Liu Juan, Chunan Kalujiaren and Xunlong Import and Export were the +guarantors of the Group ’s long-term bank borrowings of RMB67,550,000. The above guaranteed bank borrowings +bear interests at floating interest rate of 2.40% per annum and the interests are paid quarterly. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-71 – + + +--- page 370 --- +As at December 31, 2025, Mr. Wang Bin, Ms. Liu Juan and Chunan Kalujiaren were the guarantors of the Group ’s +long-term bank borrowings of RMB7,505,000. The above guaranteed bank borrowings bear interests at a floating +interest rate of 2.50% per annum and t he interests are paid quarterly. +As at December 31, 2025, the long-term bank borrowing of RMB12,460,200 was obtained by Hangzhou Xunlongren, +an employee incentive platform established by the Group in September 2025 in connection with the Group ’s +restricted share incentive plan. Part of the capital contribution to Hangzhou Xunlongren was funded by this long-term +bank borrowing, which was, in substance, allocated to the re levant incentive e mployees, and the relevant incentive +employees provided guarantees in respect of such borrowing, with the maximum guaranteed amount of each +guarantor being limited to his/her subscribed capital contribution. The above guaranteed bank borrowings bear +interests at floating interest rates of 3.10% per annum and the interests are paid quarterly. Such guarantee are +expected to remain in place before listing and will be released upon full repayment of the relevant loan. +(c) As at December 31, 2025, the Group ’s short-term bank borrowings of RMB120,084,000 was secured by the +biological asset with aggregate carrying amount of RMB244,006,000 and guaranteed by Mr. Wang Bin, Chunan +Kalujiaren and Xunlong Import and Export. The above secured and guaranteed bank borrowings bear interests at a +fixed interest rate of 2.30% per annum. +(d) As at December 31, 2023, Mr. Wang Bin, Quzhou Sturgeon and Chunan Kalujiaren were the guarantors of the +Group ’s short-term bank borrowings of RMB10,876,000. Mr. Wang Bin, Ms. Liu Juan and Chunan Kalujiaren were +the guarantors of the Group ’s short-term bank borrowings of RMB27,260,000.. The above guaranteed bank +borrowings bear interests at fixed interest rates ranging from 2.7% to 2.8% per annum. +As at December 31, 2025, Mr. Wang Bin, Xunlong Import and Export and Chunan Kalujiaren were the guarantors of +the Group ’s short-term bank borrowings of RMB25,018,000. The above guaranteed bank borrowings bear interests at +a fixed interest rate of 2.30% per annum. +(e) Other disclosures +The Group ’s borrowings are all denominated in RMB. +The fair values of current and non-current borrowings approximate their carrying amount as the discounting impact is +not significant. +For the years ended December 31, 2023, 2024 and 2025, the weighted average annual interest rate of long-term +borrowings was 3.80%, 3.45% and 2.69%, respectively. +As at December 31, 2023, 2024 and 2025, borrowings amounting to approximately Nil, RMB10,000,000 and +RMB12,460,000 contain covenants including, among others, certain financial measures regarding asset liability ratio. +As at 31 December, 2023, 2024 and 2025, the Group is in compliance with all these covenants. +As at December 31, 2023, 2024 and 2025, the Group ’s borrowings were repayable as follows: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +W i t h i n1y e a r .......................................... 3 9 , 1 3 7 1 0 , 3 4 0 1 5 1 , 1 5 7 +B e t w e e n1a n d2y e a r s.................................... 7 , 9 9 9 1 3 , 6 6 0 1 1 , 2 4 6 +B e t w e e n2a n d5y e a r s.................................... 4 6 , 2 5 0 1 , 0 0 0 6 3 , 9 8 4 +O v e r5y e a r s........................................... —— 6,230 +93,386 25,000 232,617 +(f) Accounting policy for borrowings and borrowing costs +Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently +measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption +amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid +on the establishment of loan facilities ar e recognised as transaction costs of th e loan to the extent that it is probable +that some or all of the facility will be drawn down. In this case, the fee is deferred un til the draw-down occurs. To +the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is +capitalised as a prepayment for liquid ity services and amortised over the peri od of the facility to which it relates. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-72 – + + +--- page 371 --- +Borrowings are removed from the con solidated balance sheets when the ob ligation specified in the contract is +discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been +extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or +liabilities assumed, is recognised in profit or loss as other income or finance costs. +Borrowings are classified as current li abilities unless the Group has a right at the end of the reporting period to defer +settlement of the liability for at least 12 months after the reporting period. +General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a +qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its +intended use or sale. Qualify ing assets are assets that necessarily tak e a substantial period of time to get ready for +their intended use or sale. +Other borrowing costs are expensed in the period in which they are incurred. +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Borrowings included in non-current liabilities: +Secured +L o n g - t e r mb a n kb o r r o w i n g s ..................................... 1 0 , 0 0 0 5 , 0 0 0 — +Guaranteed +L o n g - t e r mb a n kb o r r o w i n g s ..................................... 4 5 , 2 5 0 1 0 , 0 0 0 7 5 , 0 5 5 +L e s s :c u r r e n tp o r t i o n .......................................... ( 1 , 0 0 1 ) ( 3 , 0 0 0 ) ( 6 , 0 5 5 ) +S u b t o t a l................................................... 4 4 , 2 4 9 7 , 0 0 0 6 9 , 0 0 0 +Non-current portion .......................................... 5 4 , 2 4 9 1 2 , 0 0 0 6 9 , 0 0 0 +Borrowings included in current liabilities: +Secured +S h o r t - t e r mb a n kb o r r o w i n g s ..................................... —— 120,084 +Guaranteed +S h o r t - t e r mb a n kb o r r o w i n g s ..................................... —— 25,018 +Current portion of long-term bank borrowings . . . . . . . . . . . . . . . . . . . . . . . . . 1,001 3,000 6,055 +S u b t o t a l................................................... 1 , 0 0 1 3 , 0 0 0 3 1 , 0 7 3 +Current portion ............................................. 1 , 0 0 1 3 , 0 0 0 1 5 1 , 1 5 7 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-73 – + + +--- page 372 --- +As at December 31, 2023, 2024 and 2025, the Company ’s borrowings were repayable as follows: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +W i t h i n1y e a r............................................... 1 , 0 0 1 3 , 0 0 0 1 5 1 , 1 5 7 +B e t w e e n1a n d2y e a r s ......................................... 1 6 , 0 5 7 6 , 0 0 0 1 0 , 0 0 0 +B e t w e e n2a n d5y e a r s ......................................... 3 8 , 1 9 2 6 , 0 0 0 5 9 , 0 0 0 +55,250 15,000 220,157 +29 DEFERRED INCOME +The Group +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +G o v e r n m e n tg r a n t s ........................................... 3 0 , 8 2 3 4 8 , 1 0 4 5 1 , 7 7 7 +The amounts represented subsidy grant ed by and received from l ocal government author ities in the PRC. Relevant +government grants related to assets which are subsidies for property, plant and equipment. +All of these subsidies from the local gov ernment have no other conditions to be fu lfilled. Government grants relating to +property, plant and equipment are include d in non-current liabilities as deferred income an d are credited to profit or loss on a +straight-line basis over the expected lives of the related assets. +The Company +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +G o v e r n m e n tg r a n t s ........................................... 1 4 , 6 6 9 1 4 , 0 2 4 1 2 , 3 0 1 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-74 – + + +--- page 373 --- +30 DEFERRED INCOME TAXES +The Group +(a) The analysis of deferred tax assets and def erred tax liabilities of the Group is as follows: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Deferred income tax assets: +— t ob er e c o v e r e dw i t h i n1y e a r ........................... 1 7 , 4 8 1 2 0 , 0 9 9 2 4 , 1 9 4 +— t ob er e c o v e r e dm o r et h a n1y e a r ........................ 1 2 , 4 3 6 1 4 , 1 6 1 2 0 , 0 4 3 +29,917 34,260 44,237 +Deferred income tax liabilities: +— t ob er e c o v e r e dw i t h i n1y e a r ........................... 1 1 3 , 2 8 7 1 0 7 , 8 9 4 1 2 7 , 4 6 5 +— t ob er e c o v e r e dm o r et h a n1y e a r ........................ 4 7 , 4 1 7 7 0 , 4 1 5 6 8 , 9 4 0 +160,704 178,309 196,405 +(i) Deferred tax assets: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +The balance comprises temporary differences attribute to: +— U n r e a l i s e dp r o f i t ............................... 1 4 , 2 4 0 1 6 , 6 5 5 2 3 , 4 6 7 +— S h a r eb a s e dp a y m e n te x p e n s e ...................... 6 , 1 9 0 7 , 8 2 4 1 0 , 9 5 5 +— Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,977 6,092 7,074 +— T a xl o s s e s ................................... 1 , 2 0 6 1 , 0 4 8 1 , 7 5 6 +— Loss allowances for trade and +other receivables and inventories . . . . . . . . . . . . . . . . . . 1,963 2,053 985 +— A c c r u e de x p e n s e s .............................. 3 4 1 5 8 8 — +29,917 34,260 44,237 +Offset of deferred tax l iabilities pursuant to +s e t - o f fp r o v i s i o n s............................... ( 2 8 , 3 2 0 ) ( 3 2 , 6 7 4 ) ( 4 3 , 2 4 6 ) +N e td e f e r r e dt a xa s s e t s ............................. 1 , 5 9 7 1 , 5 8 6 9 9 1 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-75 – + + +--- page 374 --- +(ii) Deferred ta x liabilities +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +The balance comprises temporary differences attribute to: +— Fair value change of biological assets . . . . . . . . . . . . . . . . . 153,815 171,613 187,537 +— R i g h t - o f - u s ea s s e t s .............................. 6 , 8 8 9 6 , 6 9 6 8 , 8 6 8 +160,704 178,309 196,405 +Offset of deferred tax assets pursuant to +s e t - o f fp r o v i s i o n s............................... ( 2 8 , 3 2 0 ) ( 3 2 , 6 7 4 ) ( 4 3 , 2 4 6 ) +N e td e f e r r e dt a xl i a b i l i t i e s........................... 1 3 2 , 3 8 4 1 4 5 , 6 3 5 1 5 3 , 1 5 9 +(b) The movement in deferred income tax assets for the Group during the Track Record Period is as follows: +Loss +allowances +for trade and +other +receivables +and +Inventories +Fair value +losses of +financial +instruments Tax losses +Share based +payment +Unrealised +profit +Lease +liabilities +Accrued +expense Others Total +RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +At January 1, 2023 . . . . . . . . . . . 1,593 2,187 465 129 12,113 5,637 953 55 23,132 +Credited/(charged) to the consolidated +statements of comprehensive +income . . . . . . . . . . . . . . . . . 370 (2,187) 741 6,061 2,127 340 (612) (55) 6,785 +At December 31, 2023 ......... 1 , 9 6 3 — 1,206 6,190 14,240 5,977 341 — 29,917 +At January 1, 2024 ........... 1 , 9 6 3 — 1,206 6,190 14,240 5,977 341 — 29,917 +Credited/(charged) to the consolidated +statements of comprehensive +i n c o m e ................. 9 0 — (158) 1,634 2,415 115 247 — 4,343 +At December 31, 2024 ......... 2 , 0 5 3 — 1,048 7,824 16,655 6,092 588 — 34,260 +Loss allowances +for trade and +other +receivables and +Inventories Tax losses +Share based +payment +Unrealised +profit Lease liabilities +Accrued +expense Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +At January 1, 2025 . . . . . . . . 2,053 1,048 7,824 16,655 6,092 588 34,260 +(Charged)/credited to the +consolidated statements of +comprehensive income . . . . (1,068) 708 3,131 6,812 982 (588) 9,977 +At December 31, 2025 . . . . . . 985 1,756 10,955 23,467 7,074 — 44,237 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-76 – + + +--- page 375 --- +(c) The movement in de ferred income tax liabilities for the Group during the Track Record Period is as follows: +Fair value +change of +biological +assets +Right-of-use +assets Total +RMB’000 RMB ’000 RMB ’000 +At January 1, 2023 ................................ 1 3 3 , 1 1 3 6 , 6 7 6 1 3 9 , 7 8 9 +Charged to the consolidated statements of +c o m p r e h e n s i v ei n c o m e ............................. 2 0 , 7 0 2 2 1 3 2 0 , 9 1 5 +At December 31, 2023 .............................. 1 5 3 , 8 1 5 6 , 8 8 9 1 6 0 , 7 0 4 +At January 1, 2024 ................................ 1 5 3 , 8 1 5 6 , 8 8 9 1 6 0 , 7 0 4 +Charged/(credited) to the consolidated statements of comprehensive +i n c o m e ....................................... 1 7 , 7 9 8 ( 1 9 3 ) 1 7 , 6 0 5 +At December 31, 2024 .............................. 1 7 1 , 6 1 3 6 , 6 9 6 1 7 8 , 3 0 9 +At January 1, 2025 ................................ 1 7 1 , 6 1 3 6 , 6 9 6 1 7 8 , 3 0 9 +Charged to the consolidated statements of comprehensive income . 15,924 2,172 18,096 +At December 31, 2025 .............................. 1 8 7 , 5 3 7 8 , 8 6 8 1 9 6 , 4 0 5 +The Company +(a) The analysis of deferred tax assets and defer red tax liabilities of the Company is as follows: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Deferred income tax assets: +— t ob er e c o v e r e dw i t h i n1y e a r ........................... 5 2 6 9 1 8 1 , 3 4 1 +— to be recovered more than 1 year . . . . . . . . . . . . . . . . . . . . . . . . 7,292 8,667 10,492 +7,818 9,585 11,833 +Deferred income tax liabilities: +— t ob er e c o v e r e dw i t h i n1y e a r ........................... 8 , 4 0 0 6 , 1 9 8 4 , 4 6 5 +— t ob er e c o v e r e dm o r et h a n1y e a r ........................ 2 6 , 0 1 3 1 9 , 4 5 8 1 4 , 9 0 3 +34,413 25,656 19,368 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-77 – + + +--- page 376 --- +(i) Deferred tax assets: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +The balance comprises temporary differences attribute to: +— S h a r eb a s e dp a y m e n t ............................ 6 , 0 8 9 7 , 1 1 4 8 , 8 1 3 +— Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,329 1,736 1,679 +— Loss allowances for trade and other re c e i v a b l e s.......... 4 0 0 7 3 5 1 , 3 4 1 +7,818 9,585 11,833 +Offset of deferred tax liabil ities pursuant to set-off provisi ons . . (7,818) (9,585) (11,833) +N e td e f e r r e dt a xa s s e t s ............................. ——— +(ii) Deferred ta x liabilities +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +The balance comprises temporary differences attribute to: +— Fair value change of biological assets . . . . . . . . . . . . . . . . . 33,027 24,024 17,860 +— R i g h t - o f - u s ea s s e t s .............................. 1 , 3 8 6 1 , 6 3 2 1 , 5 0 8 +34,413 25,656 19,368 +Offset of deferred tax assets pursuant to +s e t - o f fp r o v i s i o n s................................. ( 7 , 8 1 8 ) ( 9 , 5 8 5 ) ( 1 1 , 8 3 3 ) +N e td e f e r r e dt a xl i a b i l i t i e s............................. 2 6 , 5 9 5 1 6 , 0 7 1 7 , 5 3 5 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-78 – + + +--- page 377 --- +(b) The movement in deferred income tax assets for the Company during the Track Record Period is as follows: +Lease +liabilities +Loss +allowances +for trade +and other +receivables +Share based +payment +Accrued +expense Total +RMB’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +At January 1, 2023 . . . . . . . . . 1,701 427 129 585 2,842 +(Charged)/credited to the +statements of comprehensive +i n c o m e ................ ( 3 7 2 ) ( 2 7 ) 5 , 9 6 0 ( 5 8 5 ) 4 , 9 7 6 +At December 31, 2023 . . . . . . . 1,329 400 6,089 — 7,818 +At January 1, 2024 . . . . . . . . . 1,329 400 6,089 — 7,818 +Credited to the statements of +comprehensive income . . . . . . 407 335 1,025 — 1,767 +At December 31, 2024 . . . . . . . 1,736 735 7,114 — 9,585 +At January 1, 2025 . . . . . . . . . 1,736 735 7,114 — 9,585 +(Charged)/credited to the +statements of comprehensive +i n c o m e ................ ( 5 7 ) 6 0 6 1 , 6 9 9 — 2,248 +At December 31, 2025 . . . . . . . 1,679 1,341 8,813 — 11,833 +(c) The movement in defe rred income tax liabilities for the Company dur ing the Track Record Period is as follows: +Fair value +change of +biological +assets +Right-of-use +assets Total +RMB’000 RMB ’000 RMB ’000 +At January 1, 2023 ................................ 4 2 , 7 3 0 1 , 7 7 9 4 4 , 5 0 9 +Credited to the statements of comprehensive income . . . . . . . . . . (9,703) (393) (10,096) +At December 31, 2023 .............................. 3 3 , 0 2 7 1 , 3 8 6 3 4 , 4 1 3 +At January 1, 2024 ................................ 3 3 , 0 2 7 1 , 3 8 6 3 4 , 4 1 3 +(Credited)/charged to the sta tements of comprehensive income . . . (9,003) 246 (8,757) +At December 31, 2024 .............................. 2 4 , 0 2 4 1 , 6 3 2 2 5 , 6 5 6 +At January 1, 2025 ................................ 2 4 , 0 2 4 1 , 6 3 2 2 5 , 6 5 6 +Credited to the statements of comprehensive income . . . . . . . . . . (6,164) (124) (6,288) +At December 31, 2025 .............................. 1 7 , 8 6 0 1 , 5 0 8 1 9 , 3 6 8 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-79 – + + +--- page 378 --- +31 CASH FLOWS INFORMATION +(a) Reconciliation of profit before income tax to net cash generated from operations +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +P r o f i tb e f o r ei n c o m et a x .................................... 3 3 1 , 8 3 4 3 9 7 , 5 9 9 4 3 4 , 4 3 0 +Adjustments for: +— Depreciation charges of property and equipment (Note 6) ......... 2 2 , 5 8 3 2 7 , 5 5 7 3 2 , 6 0 9 +— Depreciation charges of right-of-use assets (Note 6) ............. 2 , 7 9 4 3 , 2 6 7 3 , 2 4 6 +— Amortisation of i ntangible assets (Note 6) .................... 3 0 5 5 0 4 1 , 8 8 1 +— Losses on disposal of property, plant and equipment (Note 9) ...... 2 , 9 4 9 2 5 7 1 3 6 +— Gains on termination of right-of-use assets (Note 9) ............. ( 4 7 0 ) —— +— Impairment losses/(gains) on financial assets (Note 3.1(b)) ........ 5 6 9 1 , 8 7 8 ( 1 , 8 2 8 ) +— Impairment (reversals)/losses of impairment on inventory . . . . . . . . . (90) 1 160 +— Fair value losses on deriva tive financial instruments (Note 9) ...... 1 , 9 8 7 —— +— Fair value gains from wealth management products (Note 3.3) ...... ( 3 4 0 ) ( 3 3 3 ) ( 1 , 5 7 5 ) +— Share-based compensation expenses (Note 24) ................. 4 0 , 2 8 5 1 0 , 0 7 1 1 7 , 9 4 3 +— Finance costs/(income) — n e t ............................ 4 , 0 1 3 ( 2 , 3 3 3 ) ( 6 , 7 9 5 ) +— Gains of exchange rate changes on cash and cash equivalents . . . . . . (374) (6,390) (5,158) +— F a i rv a l u ee f f e c tt r a n s f e r r e dt oc o s to fs a l e s ................... 3 9 6 , 8 6 7 4 6 3 , 2 0 3 5 1 2 , 3 7 3 +— Fair value changes on biological assets . . . . . . . . . . . . . . . . . . . . . . (455,372) (509,799) (554,119) +Operating cash flows before changes in working capital ............ 3 4 7 , 5 4 0 3 8 5 , 4 8 2 4 3 3 , 3 0 3 +Changes in working capital: +— ( I n c r e a s e ) / d e c r e a s ei nr e s t r i c t e dc a s h ....................... ( 5 , 2 6 4 ) 3 , 1 4 1 1 , 5 1 0 +— ( I n c r e a s e ) / d e c r e a s ei nt r a d er e c e i v a b l e s...................... ( 1 4 , 5 0 7 ) ( 1 0 , 3 8 6 ) 2 5 , 3 1 9 +— (Increase)/decrease in prepayments, other receivables and other current +a s s e t s........................................... ( 7 , 2 1 2 ) ( 3 , 1 2 3 ) 4 , 4 0 3 +— ( I n c r e a s e ) / d e c r e a s ei ni n v e n t o r i e s.......................... ( 5 5 3 ) 6 , 8 8 6 ( 1 5 , 1 7 9 ) +— I n c r e a s ei nb i o l o g i c a la s s e t s ............................. ( 4 7 , 4 4 5 ) ( 1 1 7 , 6 5 0 ) ( 1 5 3 , 5 0 7 ) +— I n c r e a s ei nt r a d ea n dn o t e sp a y a b l e s........................ 1 8 , 3 1 2 1 8 , 2 6 7 2 5 , 5 5 4 +— I n c r e a s ei na c c r u a l sa n do t h e rp a y a b l e s ...................... 6 , 1 8 0 4 , 3 8 0 1 1 , 0 5 6 +— Increase/(decrease) i n contract liabilities . . . . . . . . . . . . . . . . . . . . . 1,637 8,413 (595) +Cash generated from operations ........................... 2 9 8 , 6 8 8 2 9 5 , 4 1 0 3 3 1 , 8 6 4 +(b) Non-cash investing and financing activities +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Decrease in lease liabilities due to ter m i n a t i o n s ................... 2 , 3 7 9 —— +Increase in right-of-use assets and correspondi ng lease liabilities . . . . . . . 4,121 2,726 11,250 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-80 – + + +--- page 379 --- +(c) Net debt/cash reconciliation +Set out below is an analysis of net debt/cash and the movements in asset for each of the years presented. +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +C a s ha n dc a s he q u i v a l e n t s ................................. 2 0 7 , 9 9 0 3 0 3 , 6 3 3 7 8 3 , 6 1 3 +Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (27,452) (29,000) (32,419) +Borrowings (including interests payables recorded in accruals and other +p a y a b l e s ) ........................................... ( 9 3 , 4 4 7 ) ( 2 5 , 0 2 5 ) ( 2 3 2 , 6 1 7 ) +Payable to a third party (included in accruals and other payables) . . . . . . (8,330) (8,330) (158,947) +D i v i d e n dp a y a b l e ........................................ ( 7 , 2 4 1 ) —— +N e tc a s h .............................................. 7 1 , 5 2 0 2 4 1 , 2 7 8 3 5 9 , 6 3 0 +C a s ha n dc a s he q u i v a l e n t s ................................. 2 0 7 , 9 9 0 3 0 3 , 6 3 3 7 8 3 , 6 1 3 +Gross debt — f i x e di n t e r e s tr a t e s............................. ( 8 1 , 2 2 0 ) ( 3 7 , 3 5 5 ) ( 3 3 6 , 4 6 8 ) +Gross debt — v a r i a b l ei n t e r e s tr a t e s........................... ( 5 5 , 2 5 0 ) ( 2 5 , 0 0 0 ) ( 8 7 , 5 1 5 ) +N e tc a s h .............................................. 7 1 , 5 2 0 2 4 1 , 2 7 8 3 5 9 , 6 3 0 +Liabilities arising from financing activities Other assets +Lease +liabilities +Borrowings +(including +interests +payables +recorded in +accruals and +other +payables) +Payable to +third parties +Dividend +payable Subtotal +Cash and +cash +equivalents Net asset +RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +Balance at January 1, 2023 . . (27,090) (133,851) (7,250) (18,577) (186,768) 122,067 (64,701) +Cash flows from financing +a c t i v i t i e s ............ 2 , 6 2 2 4 4 , 6 4 2 ( 1 , 0 8 0 ) 9 7 , 8 8 4 144,068 85,549 229,617 +A d d i t i o n s.............. ( 4 , 1 2 2 ) —— (86,548) (90,670) — (90,670) +A c c r u a li n t e r e s t .......... ( 1 , 2 4 1 ) ( 4 , 2 3 8 ) —— (5,479) — (5,479) +Exchange gains cash and cash +e q u i v a l e n t s........... ————— 374 374 +O t h e rc h a n g e s ........... 2 , 3 7 9 ——— 2,379 — 2,379 +Balance at December 31, +2023 ............... ( 2 7 , 4 5 2 ) ( 9 3 , 4 4 7 ) ( 8 , 3 3 0 ) ( 7 , 2 4 1 ) ( 136,470) 207,990 71,520 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-81 – + + +--- page 380 --- +Liabilities arising from financing activities Other assets +Lease +liabilities +Borrowings +(including +interests +payables +recorded in +accruals and +other +payables) +Payable to +third parties +Dividend +payable Subtotal +Cash and +cash +equivalents Net asset +RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 RMB ’000 +Balance at January 1, 2024 . . (27,452) (93,447) (8,330) (7,241) (136,470) 207,990 71,520 +Cash flows from financing +a c t i v i t i e s ............ 2 , 4 7 7 7 1 , 0 7 8 — 7,241 80,796 89,253 170,049 +A d d i t i o n s.............. ( 2 , 7 2 6 ) ——— (2,726) — (2,726) +A c c r u a li n t e r e s t .......... ( 1 , 2 9 9 ) ( 2 , 6 5 6 ) —— (3,955) — (3,955) +Exchange gains on cash and +c a s he q u i v a l e n t s ........ ————— 6,390 6,390 +Balance at December 31, +2024 ............... ( 2 9 , 0 0 0 ) ( 2 5 , 0 2 5 ) ( 8 , 3 3 0 ) — (62,355) 303,633 241,278 +Balance at January 1, 2025 . . (29,000) (25,025) (8,330) — (62,355) 303,633 241,278 +Cash flows from financing +a c t i v i t i e s ............ 9 , 1 7 0 ( 204,446) (150,000) 137,814 (207,462) 474,822 267,360 +A d d i t i o n s.............. ( 1 1 , 2 5 0 ) —— (137,814) (149,064) — (149,064) +A c c r u a li n t e r e s t .......... ( 1 , 3 3 9 ) ( 3 , 1 4 6 ) ( 6 1 7 ) — (5,102) — (5,102) +Exchange gains on cash and +c a s he q u i v a l e n t s ........ ————— 5,158 5,158 +Balance at December 31, +2025 ............... ( 3 2 , 4 1 9 ) ( 232,617) (158,947) — (423,983) 783,613 359,630 +32 COMMITMENTS +(a) Capital commitments +Significant capital expenditure contracted for at the end o f the Track Record Period but no t recognised as liabilities is +as follows: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +P r o p e r t y ,p l a n ta n de q u i p m e n t............................... 2 4 , 5 4 8 4 , 9 8 5 3 7 , 8 5 5 +I n t a n g i b l ea s s e t s ........................................ 3 7 0 — 507 +24,918 4,985 38,362 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-82 – + + +--- page 381 --- +(b) Non-cancellable operating leases +The Group leases office buildings under non-cancellable operating leases. As at December 31, 2023, 2024 and 2025, +lease commitments for the Group for leases not yet commenced or short-term leases are as follows: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +W i t h i n1y e a r .......................................... 5 0 0 — 162 +33 ASSETS PLEDGED AS SECURITY +The carrying amounts of assets pledged as security for current and non-current borrowings are: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Current +Biological Assets (Note 20) ..................................... 1 0 9 , 6 5 9 1 2 4 , 8 4 7 2 4 4 , 0 0 6 +34 RELATED PARTY TRANSACTIONS +Parties are considered to be related if one party has the ability , directly or indirectly, to contr ol the other party or exercise +significant influence over the other party in making financial and operation decisions. Parties are also considered to be related if +they are under control or joint control by the same party. Members of key management of the Group and their close family +members are also considered as related parties. +The following is a summary of th e significant transactions carried out betwe en the Group and its related parties in the +ordinary course of business for the years ended December 31, 2023, 2024 and 2025, respectively. +(a) Name and relationship with related parties +Name of related party Nature of relationship +M r .W a n gB i n .......................... C h a i r m a no ft h eG r o u pa n de x e c u t i v ed i r e c t o r +M s .L i uJ u a n .......................... S p o u s eo ft h ec h a i r m a n +Xin Xi ’ao Elevator Group Co., Ltd. . . . . . . . . . . . Controlled by shareholder +B a iD aG r o u pC o . ,L t d . ................... C o n t r o l l e db ys h a r e h o l d e r +Xizi Elevator Technology Co., Ltd. . . . . . . . . . . . Controlled by shareholder +Xizi International Holdings Co., Ltd. . . . . . . . . . . Controlled by shareholder +Hangzhou Xi ’a oE l e v a t o rC o . ,L t d . ........... C o n t r o l l e db ys h a r e h o l d e r +Z h e j i a n gS u j i eE l e v a t o rC o . ,L t d . ............. C o n t r o l l e db ys h a r e h o l d e r +Hangzhou Lin ’an Xizi Real Estate Development +C o . ,L t d . ........................... +Controlled by shareholder +Zhejiang Xin Xi ’ao Asset Management +C o . ,L t d . ........................... +Controlled by shareholder +M r .Z h a oG u a n g m i n g ..................... N o n - c o n t r o l l i n gi n t e r e s t so fas u b s i d i a r y +M s .Y uM i n ........................... N o n - c o n t r o l l i n gi n t e r e s t so fas u b s i d i a r y +M s .W a n gJ i n g j i n g ...................... N o n - c o n t r o l l i n gi n t e r e s t so fas u b s i d i a r y +C h u n a nK a l u j i a r e n ....................... As i n g l el a r g e s ts h a r e h o l d e rc o n t r o l l e db yM r .W a n gB i n +M r .X i aY o n g t a o........................ E x e c u t i v ed i r e c t o r +M r .H a nL e i........................... E x e c u t i v ed i r e c t o r +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-83 – + + +--- page 382 --- +(b) Transactions with related parties +Trade nature +(i) Lease from related parties +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +M r .W a n gB i n..................................... 9 5 9 5 9 5 +(ii) Purchase of services +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Xin Xi ’a oE l e v a t o rG r o u pC o . ,L t d . ...................... 2 9 1 1 4 2 1 4 5 +(iii) Sales of goods +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Xin Xi ’a oE l e v a t o rG r o u pC o . ,L t d . ...................... — 25 78 +Hangzhou Lin ’an Xizi Real Estate Development Co., Ltd. . . . . . . . — 21 46 +M r .Z h a oG u a n g m i n g................................ 1 7 9 5 3 7 +B a iD aG r o u pC o . ,L t d . .............................. 2 0 1 2 3 0 +Hangzhou Xi ’a oE l e v a t o rC o . ,L t d . ....................... 2 0 1 5 1 4 +X i z iE l e v a t o rT e c h n o l o g yC o . ,L t d . ...................... 6 5 6 3 4 +Zhejiang Xin Xi ’a oA s s e tM a n a g e m e n tC o . ,L t d . ............. 4 —— +Zhejiang Sujie Elevator Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . 9 —— +Xizi International Holdings Co., Ltd. . . . . . . . . . . . . . . . . . . . . . 3 —— +138 231 209 +Non-trade nature +(iv) Acquisition of non-cont rolling interests +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +M s .Y uM i n ...................................... 4 0 , 6 6 7 —— +M s .W a n gJ i n g j i n g.................................. 2 0 , 3 3 3 —— +61,000 —— +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-84 – + + +--- page 383 --- +(v) Outstanding amounts of guarantee provided by related parties +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +M r .W a n gB i n..................................... 1 6 2 , 2 2 5 9 5 , 6 6 6 3 1 0 , 9 4 3 +C h u n a nK a l u j i a r e n.................................. 1 6 1 , 7 5 4 9 5 , 2 0 0 3 1 0 , 4 6 6 +M s .L i uJ u a n...................................... 1 0 8 , 2 2 5 4 8 , 6 6 6 7 5 , 5 2 7 +M r .H a nL e i ...................................... —— 2,466 +The above guarantees included guarantees for borrowings, notes payables and performance bonds had been +released before May 20, 2026, except for the guarantee provided by Mr. Han Lei for his allocated portion of the +borrowing obtained by Hangzhou Xunlongren as one of the incentive employees in connection with the Group ’s +restricted share incentive plan (Note 28(b)). The guarantee provided by Mr. Han Lei is expected to remain in place +before listing and to be released upon the repayment of the relevant borrowing. +(vi) Proceeds from issuance of ordinary shares +Year ended December 31 +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +M r .X i aY o n g t a o ................................... —— 4,110 +M r .H a nL e i ...................................... —— 1,644 +M r .W a n gB i n..................................... —— 438 +—— 6,192 +(c) Balances with related parties +Trade nature +(i) Account receivables +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +M r .Z h a oG u a n g m i n g................................ — 107 — +(ii) Contract liability +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +X i z iE l e v a t o rT e c h n o l o g yC o . ,L t d . ...................... 6 1 7 0 7 0 +B a iD aG r o u pC o . ,L t d . .............................. 3 3 3 +M r .Z h a oG u a n g m i n g................................ —— 1 +64 73 74 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-85 – + + +--- page 384 --- +Non-trade nature +(iii) Other receivables – Contribution receivable of e mployee incentive platform +As at 31 December +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +Mr. Han Lei —— 2,466 +The other receivable from Mr. Han Lei represented capital contribution receivable of employee incentive +platform, which is expected to remain in place before lis ting and will be settled upon the repayment of the long-term +borrowing obtained by Hangzhou Xunlongren (Note 28(b)). +(iv) Accruals and other payables — Payables for acquisition o f non-controlling interests +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +M s .Y uM i n ...................................... 1 8 , 6 6 7 —— +M s .W a n gJ i n g j i n g.................................. 9 , 3 3 3 —— +28,000 —— +(d) Key management compensation +Key management includes directors and senior management. Save as disclosed in Note 24, and apart from the +directors ’ emoluments disclosed in Note 7(c), the compensation paid or payable to key management for employee services is +shown below: +Year ended December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +S h a r e - b a s e dc o m p e n s a t i o ne x p e n s e s........................... 3 2 7 1 , 9 6 4 2 , 5 9 4 +W a g e s ,s a l a r i e sa n db o n u s e s ................................ 1 , 5 2 0 1 , 5 9 6 3 , 7 2 6 +Pension, social security costs and +h o u s i n gb e n e f i t s ...................................... 1 3 4 1 3 6 1 8 8 +1,981 3,696 6,508 +The remuneration of key management personnel is determined by the directors of the Company having regard to the +performance of individuals and market trends. +35 AMOUNTS DUE FROM/TO SUBSIDIARIES — THE COMPANY +As at December 31, 2023, 2024 and 2025, the amounts due from/to subsidiaries are unsecured, interest-free and repayable +on demand. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-86 – + + +--- page 385 --- +36 SUBSIDIARIES +The following is a list of the subsidiaries of the Group as at December 31, 2023, 2024 and 2025: +Company Name +Place and date of +incorporation +Registered/ +Paid-in capital +Attributable equity interest of the Group +Direct or +indirect +Principal activities +and place of operation Note +As at December 31, As at the date +of this report2023 2024 2025 +Quzhou Xunlong Aquatic Food +Technology Development Co., +Ltd.( ‘‘Quzhou Sturgeon ’’) * ... +The PRC, September 11, +2009 +RMB110,606,061/ +RMB110,606,061 +100% 100% 100% 100% Direct Food production and +sales, aquaculture, +the PRC. +(i) +Chunan Qiandao Lake Sturgeon +Import and Export Co., Ltd. +(‘‘Xunlong Import and +Export ’’) * ............ +The PRC, May 30, 2008 RMB20,000,000/ +RMB20,000,000 +100% 100% 100% 100% Direct Import and export, +sales of pre- +packaged food, +the PRC. +(i) +Shandong Xunlong Fishing +Technology Development Co., +L t d . * ................ +The PRC, May 17, 2011 RMB10,000,000/ +RMB10,000,000 +70% 70% 70% 70% Direct Aquaculture, the PRC. (iii) +Jiangxi Ruoxi Ecological +A g r i c u l t u r eC o . ,L t d . * ...... +The PRC, April 3, 2008 RMB20,000,000/ +RMB20,000,000 +100% 100% 100% 100% Direct Aquaculture, food +production and +sales, the PRC. +(iii) +Hubei Qiandao Lake Xunlong +Technology Development Co., +L t d . * ................ +The PRC, June 18, 2013 RMB40,000,000/ +RMB40,000,000 +51% 51% 51% 51% Direct Technical development +in fisheries, +consultation, the +PRC. +(iii) +Beijing Qiandao Xunyu Technology +Development Co., Ltd.* . . . . +The PRC, April 11, 2005 RMB300,000/ +RMB300,000 +100% 100% 100% 100% Direct Technical services and +development, the +PRC. +(iii) +Liaoning Xunlong Technology +Development Co., Ltd.* . . . . . +The PRC, April 30, 2020 RMB20,000,000/ +RMB20,000,000 +100% 100% 100% 100% Direct Sturgeon aquaculture, +the PRC +(iii) +Sichuan Kalujia Technology +Development Co., Ltd.* . . . . . +The PRC, December 9, +2021 +RMB50,000,000/ +RMB50,000,000 +100% 100% 100% 100% Direct Sturgeon aquaculture, +the PRC +(ii) +Hubei Kalujia Technology +Development Co., Ltd.* . . . . . +The PRC, 14 February +2022 +RMB50,000,000/ +RMB43,096,292 +100% 100% 100% 100% Direct Aquaculture, the PRC. (iii) +Sichuan Kalujia Food +C o . ,L t d . * ............. +The PRC, 27 February +2024 +RMB20,000,000/ +RMB10,002,000 +NA 100% 100% 100% Indirect Aquaculture, food +production and +sales, the PRC. +(iii) +Quzhou Kecheng Kalujia Catering +Management +C o . ,L t d . * ............. +The PRC, October 31, +2024 +RMB100,000/ +RMB100,000 +NA 100% 100% 100% Indirect Aquaculture, food +production and +sales, the PRC. +(iii) +Hubei Kalujia Food Co., Ltd.* . . . The PRC, June 12, 2025 RMB5,000,000/Nil NA NA 80% 80% Direct Food production and +sales, the PRC. +(iii) +Quzhou Kalujia Import and Export +C o . ,L t d . * ............. +The PRC, February 8, +2025 +RMB10,000,000/ +RMB1,000 +NA NA 100% 100% Indirect Import and export, +sales of pre- +packaged food, the +PRC. +(iii) +Sichuan Kalujia Import and Export +T r a d i n gC o . ,L t d . * ........ +The PRC, June 24, 2025 RMB10,000,000/ +RMB100,000 +NA NA 100% 100% Indirect Import and export, +sales of pre- +packaged food, the +PRC. +(iii) +Sichuan Kalujia Aquaculture Co., +L t d . * ................ +The PRC, June 24, 2025 RMB20,000,000/ +RMB16,080,000 +NA NA 51% 51% Indirect Aquaculture, the PRC. (iii) +Quzhou Kalujia Aquatic Technology +Development Co., Ltd.* . . . . . +The PRC, 23 September +2025 +RMB50,000,000/ +RMB49,000,000 +NA NA 100% 100% Indirect Aquaculture, the PRC. (iii) +Jiangxi Xunlong Import and Export +C o . ,L t d . * ............. +The PRC, 22 September +2025 +RMB5,000,000/Nil NA NA 100% 100% Indirect Import and export, +sales of pre- +packaged food, the +PRC. +(iii) +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-87 – + + +--- page 386 --- +Company Name +Place and date of +incorporation +Registered/ +Paid-in capital +Attributable equity interest of the Group +Direct or +indirect +Principal activities +and place of operation Note +As at December 31, As at the date +of this report2023 2024 2025 +Jiangxi Xunlong Food Co., Ltd.* . . The PRC, 22 September +2025 +RMB5,000,000/Nil NA NA 100% 100% Indirect Food production and +sales, the PRC. +(iii) +Hong Kong Red Apple International +Development Limited ( ‘‘Hong +Kong Red Apple ’’) ....... +Hongkong, 12 November +2025 +USD95,000/Nil NA NA 100% 100% Direct Import and export, +sales of pre- +packaged food, +Hongkong. +(iv) +Hangzhou Qiandao Lake Sturgeon +Human Enterprise Management +Consulting Partnership (Limited +Partnership) ( ‘‘Hangzhou +Xunlongren ’’) * .......... +The PRC, 4 September +2025 +RMB31,647,000/ +RMB31,647,000 +NA NA 100% 100% Direct Business management +consulting, the +PRC. +(iii) +* The English name of the subsidiaries represents the best effort by management of the Group in translating their +Chinese names as they do not have an official English name. +(i) The statutory financial statements of these subsidiaries of the Company for the years ended December 31, 2023 and +2024 were audited by Zhejiang Zhongruihua Certified Public Accountants Co., Ltd. ( 浙江中瑞華會計師事務所有限 +公司). Up to the date of this report, the audited financial statements of these companies for the years ended +December 31, 2025 have not been issued. +(ii) The statutory financial statements of this subsidiary of the Company for the year ended December 31, 2023 were +audited by Zhejiang Zhongruihua Certified Public Accountants Co., Ltd. ( 浙江中瑞華會計師事務所有限公司). No +statutory audited financial statements were issued for this subsidiary as it is not required to issue audited financial +statements under the statutory require ment of its respective place of incorpor ation for the year ended December 31, +2024 and 2025. +(iii) No statutory audited financial statements were issued fo r these subsidiaries as they are either newly incorporated or +not required to issue audited financial statements under the statutory requirements of their respective place of +incorporation. +(iv) Up to the date of this report, the audited financial stat ements of this company for the years ended 31 December 2025 +have not been issued. +The analysis of investments in subsidiaries of the Group is as follows: +As at December 31, +2023 2024 2025 +RMB’000 RMB ’000 RMB ’000 +D i r e c ti n v e s t m e n t s ............................................ 2 6 5 , 2 0 4 2 7 1 , 5 4 4 5 3 5 , 7 9 6 +Deemed investment arising from share-based +c o m p e n s a t i o ne x p e n s e s( i ) .................................... 5 5 3 3 , 7 9 4 1 0 , 4 0 7 +265,757 275,338 546,203 +L e s s :p r o v i s i o nf o ri m p a i r m e n t ................................... ( 7 , 0 0 0 ) ( 7 , 0 0 0 ) ( 7 , 0 0 0 ) +258,757 268,338 539,203 +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-88 – + + +--- page 387 --- +(i) The amounts represent the equity-settled share-based payments in respect of the re spective RSUs granted by the +Company to qualifying participants of th e specified subsidiaries for employees ’ services rendered to the respective +subsidiaries under the Company ’s employee option plan as disclosed in Note 24. Since the subsidiaries have no +obligation to reimburse such expense, the amounts are treated as deemed capital contribution by the Company to the +subsidiaries and included in the Company ’s cost of investments in subsidiaries. +37 SUMMARY OF OTHER ACCOUNTING POLICIES +This note provides other accounting policies adopted in the preparation of the Historical Financial Information to the extent +they have not already been disclosed in the other notes above. These policies have been consistently applied throughout the Track +Record Period, unless otherwise stated. The f inancial statements are for the Group cons isting of the Company and its subsidiaries. +37.1 Principles of consolida tion and equity accounting +37.1.1 Subsidiaries +Subsidiaries are entitie s (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 t he entity. Subsidiaries are consolidated from the date on +which control is transferred to the Group. They are deconsolidated from the date that control ceases. +The acquisition method of accounting is used to account for business combinations except for the business +combinations under common control. +Inter-company transactions, balances and unrealised gains on transactions between group companies are +eliminated. Unrealised losses are also eliminated unless the transaction pro vides 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 sepa rately in the consolidated +statements of comprehensive income, statements of changes in deficit and balance sheets respectively. +37.1.2 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 ow nership interest results in an adjustment between the +carrying amounts of the controlling and n on-controlling interests to reflect the ir relative interests in the subsidiary. +Any difference between the a mount of the adjustment to non- controlling interests and a ny consideration paid or +received is recognised in a separate reserve with in 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, joint +control or significant influe nce, any retained interest in the entity is reme asured 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, joint venture 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. +If the ownership interest in a joint venture or an assoc iate is reduced but joint contro l or 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. +37.1.3 Separate financial statements +Investment in the subsidiary is accoun ted for at cost less impairment. Cost i ncludes direct attributable costs of +investment. The results of the subsidiary are accounted for by the Group on the basis of dividend received and +receivable. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-89 – + + +--- page 388 --- +Impairment testing of the investment in the subsidiary is required upon receiving a dividend from the +investment 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 Historical Financial Information of the investee ’s net assets including goodwill. +37.2 Foreign currency translation +37.2.1 Functional and pres entation currency +Items included in the financial statements of each of the Group ’s entities are measured using the currency of +the primary economic environment i n which the entity operates (the ‘‘functional currency ’’). The subsidiaries +incorporated in the PRC and the Company considered RMB as their functional currency. As the major operations of +the Group are within the PRC, the Group determined to present its consolidated financial statements in RMB (unless +otherwise stated). +37.2.2 Transactions and balances +Foreign currency transactions are translated into the functional currency using the exchange rates at the dates +of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from +the translation of monetary assets and liabilities denominated in foreign curre ncies at year end ex change rates, are +generally recognised in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges and +qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. +Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, +within finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a +net basis within other (losses)/gains — net. +Non-monetary items that are m easured at fair value in a foreign currency are translated using the exchange +rates at the date when the fair value was d etermined. Translation d ifferences on assets and l iabilities carried at fair +value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets +and liabilities such as equities held at fair value through pr ofit or loss are recognised in profit or loss as part of the +fair value gain or loss, and translation d ifferences on non-monetary assets such as equities classified as at fair value +through other comprehensive income are recognised in other comprehensive income. +37.3 Impairment of non-financial assets +Non-financial assets are tested for impa irment 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 ’sc a r r y i n ga m o u n t +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 (CGU). +Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at +the end of each re porting period. +37.4 Investments and other financial assets +37.4.1 Classification +The Group classifies its financial assets in the following measurement categories: +(i) Those to be measured subsequently at fair value (either through other comprehensive income ( ‘‘OCI’’), +or through profit or loss), and +(ii) Those to be measured at amortised cost. +The classification depends on the entity ’s business model for managing the financial assets and the contractual +terms of the cash flows. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-90 – + + +--- page 389 --- +For financial assets measured at fair value, gains and losses 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 t he time of initial recogn ition to account for the equity in vestment at fair value through +other comprehensive income ( ‘‘FVOCI ’’). +The Group reclassifies debt investments when and only when its business model for managing those assets +changes. +37.4.2 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. F inancial 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. +37.4.3 Measurement +At initial recognition, the Gr oup measures a financial asset at its fair value plus, in the case of a financial +asset not at fair value through profit or loss, transaction cos ts that are directly attributable to the acquisition of the +financial asset. Transaction costs of financial assets carried at fair value through profit or loss 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. +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. Th ere are three measurement categories into which the +Group classifies its debt instruments: +(i) Amortised cost: Assets that are held for colle ction of contractual cash flows where those cash +flows represent solely payments of principal and interest are measured at amortised cost. A gain +or loss on a debt investment that is subsequently measured at amortised cost and is not part of a +hedging relationship is recognised in profit or lo ss when the asset is derecognised or impaired. +Interest income from these finan cial assets is included in finan ce income using the effective +interest rate method. Impairment losses are presented as separate line item in the consolidated +statements of comprehensive income. +(ii) FVOCI: Assets that are held for collection o f contractual cash flows and for sale, where the +assets ’ cash flows represent solely payments of principal and interest, are measured at FVOCI. +Movements in the carrying amount are taken through other comprehensive income, except for +the recognition of impairment gains or losses, interest revenue and foreign exchange gains and +losses which are recognised in profit or loss. When the financial asset is derecognised, the +cumulative gain or loss previously recognised in other comprehensive income is reclassified +from equity to profit or loss and recognised in ‘‘Other (losses)/gains — net’’. Interest income +from these financial assets is included in finance income using the effective interest rate method. +Foreign exchange gains and losses are presented in ‘‘Other (losses)/gains — net’’.I m p a i r m e n t +losses are presented as separate line item in th e consolidated statements of comprehensive +income. +(iii) FVTPL: Assets that do not meet the criteria f or amortised cost or FVOCI are measured at fair +value through profit or loss. A gain or loss on a debt investment that is subsequently measured +at fair value through profit or loss and is not part of a hedging relationship is recognised in +profit or loss and presented net in the consolidated statements of comprehensive income within +‘‘Other (losses)/gains — net’’ in the period in which it arises. +During the Track Record Period, no amount is recognised in respect of financial assets at FVOCI. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-91 – + + +--- page 390 --- +37.4.4 Impairment of financial assets +Save as disclosed in Note 3.1(b), the Group assesses the expected credit losses ( ‘‘ECL’’) 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. +At each reporting date, the Group shall assess whether th e credit risk on a financial instrument has increased +significantly since initial recognition. +37.5 Offsetting financial instruments +Financial assets and liabiliti es are offset and the net amo unt reported in the consolidat ed balance sheets where the +Group currently has a legally enforceable right to offset th e recognised amounts and there is an intention to settle on a net +basis or realise the asset and set tle the liability simultaneously. +37.6 Trade 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 asse ts. If not, they are presented as non-current assets. +Trade receivables are recogn ised initially at the amount of consideratio n that is unconditional unless they contain +significant financing components, when they are recognised at fair value. The Group holds the trade 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 17 for further information about the Group ’s accounting for trade receivables and Note +3.1(b) for a description of the Group ’s impairment policies. +37.7 Trade and notes payables +Trade and notes payables mainly represent the obligations to pay for goods or services that have been acquired in the +ordinary course of busine ss from suppliers. Trade and notes payables are p resented as current liabilities unless payment is +not due within one year or less after the reporting period. +Trade and notes payables are recognised initially at their fair value and s ubsequently measure d at amortised cost +using the effective interest method. +37.8 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 adjuste d by changes in defe rred income tax ass ets and liabilities +a t t r i b u t a b l et ot e m p o r a r yd i f f e r e n c e sa n dt ou n u s e dt a xl o s s e s . +(a) Current income tax +The current income tax charge is cal culated 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 subsidiary operate and generate taxable +income. Management periodi cally evaluates positions taken in tax retu rns 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 fu ll, using the liability method, on tempo rary differences arising between +the tax bases of assets and liabilities and their carrying am ounts in the Historical Financial Information. However, +deferred income tax liabilities are not recognised if they arise from the ini tial recognition of goodwill. Deferred +income tax is also not accounted for if it arises from initial recognition of an asset or lia bility in a transaction other +than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-92 – + + +--- page 391 --- +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 substantially enacted by the end of the reporting period and are +expected to apply when the related defer red income tax asset is realised or the de ferred income tax liability is settled. +Deferred income tax assets are recognised only if it is probable that future taxable amounts will be available +to utilise those temporary differences and losses. +Deferred income tax assets and liabilities are offset when there is a legally enforceabl e right to offset current +income tax assets and liabilities and when the deferred inc ome tax balances relate to th e same taxation authority. +Current income tax assets and income tax liabilities are of fset where the entity has a leg ally enforceable right to +offset and intends either to settle on a net basis, or to rea lise the asset and settle the liability simultaneously. +Current and deferred income 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. +37.9 Employee benefits +(a) Employee social security plans, housing funds, medic al insurances and other social insurances obligations +Employees of the Group are covered by various government-sponsored social security 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 employees wh en they retire. The Group con tributes on a monthly basis +to these pension plans for the employees which are determined at a c ertain percentage of their salaries. Under these +plans, the Group has no obligation for post-retirement benefits beyond the contribution made. Contributions to these +plans are expensed as incurred. +Employees of the Group are entitled to participate in var ious government supervis ed housing fund s, medical +insurance and other employee 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 period. Contributions to these plans are expensed as +incurred. +(b) Short-term obligations +Liabilities for salaries and bonuses, i ncluding non-mone tary benefits and accumul ating sick leave that 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 repor ting period and are measured at the +amounts expected to be paid when the liabi lities are settled. The liabilities are pr esented as current employee benefit +obligations and reflected in ‘‘Accruals and other payables ’’ in the balance sheets. +(c) Share-based payments +The accounting policy for share-base d payments is disclosed in Note 24. +(d) Termination benefits +Termination benefits are payable when employment is terminated by the Group before the normal retirement +date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises +termination benefits at the e arlier 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 terminations benefits. In the case of an offer made to encourage voluntary redundancy, the +termination benefits are measured based on the number of e mployees expected to accept the offer. Benefits falling +due more than 12 months after the end of the reporting period are discounted to present value. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-93 – + + +--- page 392 --- +37.10 Leases +(a) Definition of a lease and the Group as a lessee +The Group leases agricultural water area, leased agric ultural land and buildings in the PRC as lessee. Rental +contracts are typically made for fixed periods of 2 to 50 years. The validity period of the land use rights certificate is +50 years. 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. +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. Each lease payment is allocated between the princ ipal 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. +Assets and liabilities arising from a l ease are initially measu red on a present value basis. Lease liabilities +include the net present value of the follo wing lease payments (if applicable): +. fixed payments (including in-substance fixed payments), less any lease incentives receivable +. variable lease payments 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 lessee under residual value guarantees +. the exercise price of a purchase option if the lessee i s reasonably certain to exercise that option, and +. payments of penalties for terminat ing 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 implied in the lease, if that rate can be determined, +or the respective incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow +the funds necessary to obtain an asset of s imilar value to the right-of-use asset in a similar economic environment +with similar terms, security and conditions. +Right-of-use assets are measured at cost c omprising the following (if applicable): +. the amount of the initial measurement of lease liability +. variable lease payment that are b ased on an index or a rate, initially measured using the index or rate +as at the commencement date +. 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 depr eciated over the shorter of the asset ’s useful life and the lease term on a +straight-line basis. Right-of-use assets are subject to impairment (Note 37.3). Payments associated with short-term +leases and 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 less than 12 months. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-94 – + + +--- page 393 --- +Modification of lease +A lease liability is remeasured upon a change in th e lease term, changes in an index or rate used to +determine the lease payments or reassessment of exercise of a purchase option. The corresponding adjustment +is made to the related right-of-use assets. +37.11 Interest income +Income from FVTPL and financial liab ilities at fair value through profit or l oss is included in the net fair value +gains/(losses) on these assets in ‘‘Other (losses)/gains — net’’ (Note 9). +Interest income is presented as ‘‘Finance income ’’ where it is earned from financial assets that are held for cash +management purposes, see Note 10 above. +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-i mpaired. For credit-impaired financial assets the effective +interest rate is applied to the net car r y i n ga m o u n to ft h ef i n a n c i a la s s e t( a fter deduction of the loss allowance). +37.12 Dividend distribution +Dividend distribution to the equity holder si sr e c o g n i s e da sal i a bility in the Group ’s consolidated financial +statements during the period in which th e dividends are approved by the equity ho lders or directors, w here appropriate. +38 SUBSEQUENT EVENTS +In April 2026, as approved by Shareholders ’ g e n e r a lm e e t i n gh e l do nA p r i l7 ,2 0 2 6 ,t h eC o m p a n yd e c l a r e da n dp a i da +dividend of RMB138.8 million to existing Shareholders. +III SUBSEQUENT FINANCIAL STATEMENTS +No audited financial statements have been prepared for the Company or any of the companies now +comprising the Group in respect of any period after December 31, 2025 and up to the date of this report. +APPENDIX I ACCOUNTANT ’SR E P O R T +– I-95 – + + +--- page 394 --- +The information set out in this Appendix does not form part of the Accountant ’s Report from +PricewaterhouseCoopers, Certified Public Accoun tants, Hong Kong, the rep orting accountant of the +Company, as set out in Appendix I in this Prospectus, and is included herein for illustrative purposes +only. The unaudited pro forma financial informa tion 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. +A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET +TANGIBLE ASSETS +The following unaudited pro forma statement of adjusted net tangible assets of the Group prepared +in accordance with Rule 4.29 of the Listing Rules is for illustrative purposes only, and is set out below +to illustrate the effect of the Global Offering on the net tangible assets of the Group attributable to the +owners of the Company as at December 31, 2025 as if the Global Offering had taken place on December +31, 2025. +The unaudited pro forma statement of adjusted net t angible assets has been pr epared 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 the owners of the Company as at December 31, 2025 or +at any future dates following the Global Offering. +Audited +consolidated net +tangible assets of +the Group +attributable to +owners of the +Company as at +December 31, +2025 +(Note 1) +Estimated net +proceeds from +the Global +Offering +(Note 2) +Unaudited pro +forma adjusted +net tangible +assets of the +Group +attributable to +owners of the +Company as at +December 31, +2025 +Unaudited pro forma adjusted net +tangible assets per Share +(Note 3 and 4) +RMB ’000 RMB ’000 RMB ’000 RMB HK$ +Based on an Offer Price +of HK$75.50 per Offer +S h a r e ............... 2 , 0 1 5 , 0 3 7 1 , 0 1 4 , 7 1 9 3 , 0 2 9 , 7 5 6 2 8 . 4 3 3 2 . 7 0 +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-1 – + + +--- page 395 --- +Notes: +(1) The audited consolidated net tangibl e assets of the Group attributable to th e owners of the Company as at December +31, 2025 is extracted from the Accountant ’s Report set out in Appendix I to this Prospectus, which is based on the +audited consolidated net assets of the Group attributable to the owners of the Company as at December 31, 2025 of +approximately RMB2,022,447,000 with an adjustment for the Group ’s intangible assets of approximately +RMB7,410,000 as at December 31, 2025. +(2) The estimated net proceeds from the Global Offering are based on 16,332,900 Offer Shares and the indicative Offer +Price of HK$75.50 per Offer Share, after deduction of the estimated underwriting fees and other related expenses +(excluding listing expenses of approximately RMB18,320,000 which have been accounted for in the Group ’s +consolidated statement of comprehensive income prior to December 31, 2025) and takes no account of any Shares +which may be allotted and issued upon the exercise of the Over-allotment Option. +(3) 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 106,575,600 Shares were in issue assuming that the Global Offering have been +completed on December 31, 2025, excluding 2,310,000 shares (with nominal value of RMB1 per ordinary share) held +for restricted share schemes as at December 31, 2025 and not yet vested, and does not take into account any Shares +which may be allotted and issued upon the exercise of the Over-allotment Option. +(4) For the purpose of this unaudited pro forma adjusted net tangible assets per Share, the amounts stated in Renminbi +are converted into Hong Kong dollars at the rate of RMB0.8693 to HK$1.00. 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. +(5) Except as disclosed above, no adjustment has been made to reflect any trading results or other transactions of the +Group entered into subsequent to December 31, 2025. In particular, this has not taken into account of the dividend of +RMB138,800,000 declared subsequent to December 31, 2025. However, if the declared dividend of RMB138,800,000 +had been taken into account, the unaudited pro forma adjusted consolidated net tangible assets per Share would be +HK$31.21 based on the indicative Offer Price of HK$75.50. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-2 – + + +--- page 396 --- +B. REPORT FROM THE REPORTING ACCOUNTANT ON UNAUDITED PRO FORMA +FINANCIAL INFORMATION +The following is the text of a report received fr om 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 Hangzhou Qiandaohu Xunlong Sci-tech Co., Ltd. +We have completed our assurance engagement to report on the compilation of unaudited pro forma +financial information of Hangzhou Qiandaohu Xunlong Sci-tech Co., Ltd. (the ‘‘Company ’’) and its +subsidiaries (collectively the ‘‘Group ’’) by the directors of the Company (the ‘‘Directors ’’)f o r +illustrative purposes only. The unaudited pro forma fin ancial information consists of the unaudited pro +forma statement of adjusted consolidated net tangible assets of the Group as at December 31, 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 June 22, 2026, in connection with the proposed global 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 Info rmation are described on pages II-1 to II-2 of the +Prospectus. +The Unaudited Pro Forma Financial Information h as been compiled by the Directors to illustrate +the impact of the proposed global offering on the Group ’s financial position as at December 31, 2025 as +if the proposed global offering had taken place at December 31, 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 year ended December 31, 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 U naudited Pro Forma Financial Information in +accordance with paragraph 4.29 o f the Rules Governing the Listing o f Securities on The Stock Exchange +of Hong Kong Limited (the ‘‘Listing Rules ’’) and with reference to Accounting Guideline 7, +Preparation of Pro Forma Finan cial Information for Inclus ion in Investment Circulars (‘‘AG 7 ’’) issued +by the Hong Kong Institute of Certified Public Accountants ( ‘‘HKICPA ’’). +www.pwchk.com +PricewaterhouseCoopers +22/F Prince’s Building, Central +Hong Kong SAR, China +T: +852 2289 8888, F: +852 2810 9888 +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-3 – + + +--- page 397 --- +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 du e care, confidentiality an d 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 o r procedures regarding compliance with ethical +requirements, professional standards and a pplicable legal and regulatory requirements. +Reporting Accountant ’s Responsibilities +Our responsibility is to express an opinion, as requi red 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 give n by us on any financial information used in the +compilation of the Unaudited Pro Forma Financi al 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 standa rd requires that the reporting +accountant plans and performs procedures to obtain reasonable assurance about whether the Directors +have compiled the Unaudited Pro Forma Financial In formation 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 u sed 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 Un audited 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 trans action 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 p rovide any assurance that t he actual outcome of the +proposed global offering at December 31, 2025 would have been as presented. +A reasonable assurance engagement to report on whether the unaudited pro forma financial +information has been properly compiled on the basi s 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 info rmation provide a reasonable basis for presenting the significant +effects directly attributable to th e event or transaction, and to obtain sufficient appropriate evidence +about whether: +. The related pro forma adjustments give app ropriate effect to those criteria; and +. The unaudited pro forma finan cial information reflects the proper application of those +adjustments to the unadjusted financial information. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-4 – + + +--- page 398 --- +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 informatio n 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 w ith auditing standards or other standards and +practices generally accepted in the United State s of America or auditing standards of the Public +Company Accounting Oversight Board (United State s) 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, June 22, 2026 +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +– II-5 – + + +--- page 399 --- +This appendix is primarily intended to provide pote ntial investors with an overview of the Articles +of Association. As the following information is onl y a summary, it does not contain all information that +may be material to potential investors. +SHARE OFFERING +The offering of the Company ’s shares shall follow the principles of openness, fairness, and +impartiality, and each share of the same class shall ha ve equal rights. Shares of the same class offered at +the same time shall be issued under the same terms a nd at the same price; subscribers shall pay the same +price for each share they subscribe for. +INCREASE, DECREASE AND REPURCHASE OF SHARES +Increase and Decrease of Shares +The Company may increase its capital by the following methods in accordance with the needs of +its operation and development, in compliance with l aws, administrative regulations, the securities +regulatory rules of the Company ’s stock listing place, and the Hong Kong Listing Rules , and upon +resolutions of th e shareholders ’ meeting: +(i) Issuing shares to unspecified subscribers; +(ii) Issuing shares to specified subscribers; +(iii) Distributing bonus shares to existing shareholders; +(iv) Converting capital reserve into share capital; +(v) Other methods approved by laws, administr ative regulations, CSRC, and the Hong Kong +Stock Exchange. +The Company may decrease its registered capital. The decrease of the Company ’s registered capital +shall be carried out in accordance with the procedures stipulated by the PRC Company Law ,t h e Hong +Kong Listing Rules , other applicable regulations, a nd the Articles of Association. +Repurchase of Shares +The Company shall not repurchase its own shares except under any of the following circumstances, +provided that such repurchase comp lies with applicable laws, administr ative regulations, the securities +regulatory rules of the Company ’s stock listing place, the Hong Kong Listing Rules , and the Articles of +Association: +(i) To reduce the Company ’s registered capital; +(ii) To merge with another company holding the Company ’ss h a r e s ; +(iii) To use the shares for employee stock ownership plans or equity incentives; +(iv) To repurchase shares upon a shareholder ’s request who have voted against the resolution of +the shareholders ’ meeting on the Company ’s merger or division; +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-1 – + + +--- page 400 --- +(v) To use the shares for the conversion of corporate bonds issued by the Company that are +convertible into shares; +(vi) As necessary to safeguard the Company ’s value and the rights and interests of shareholders. +Where the Company repurchases its shares under th e circumstances specified in items (i) and (ii) +above, such repurchase shall be approved by the shareholders ’ meeting. Where the Company +repurchases its shares under the circumstances sp ecified in items (iii), (v), and (vi) above, such +repurchase shall be approved by the Board of Direc tors at a Board meeting attended by more than two- +thirds of the directors. +After the Company repurchases its shares under the circumstances specified above: for the +circumstance under item (i), the shares shall be canceled within ten days from the date of repurchase; for +the circumstances under items (ii) and (iv), the share s shall be transferred or canceled within six months; +for the circumstances under items (iii), (v), and (v i), the total number of shares held by the Company +shall not exceed 10% of its total issued shares, and s uch shares shall be transf erred or canceled within +three years. Where laws, regulations, or the s ecurities regulatory authorities at the Company ’ss t o c k +listing place provide otherwise in respect of share repurchases, such provisions shall prevail. The +repurchase of H shares shall comply with the Hong Kong Listing Rules and other applicable laws, +regulations, and regulatory requirements of the place where the Company ’s H shares are listed. +After repurchasing its shares, the Company shall fulfill its information disclosure obligations in +accordance with the requirements of the stock exchange where its shares are listed and other applicable +securities regulatory rules. +Transfer of Shares +The Company ’s shares may be transferred in accordance with the law. +All transfers of H shares shall be effected by written transfer documents in the ordinary or +common form or in any other form acceptable to the Board of Directors (including the standard transfer +form or instrument of transfer prescribed by the H ong Kong Stock Exchange from time to time); such +written transfer documents may only be executed b y hand signature or affixed with the Company ’s valid +seal (if the transferor or transferee is the Company ). If the transferor or transferee is a recognized +clearing house as defined by the relevant ordinances from time to time in force under Hong Kong law +(hereinafter ‘‘recognized clearing house ’’) or its nominee, the written transfer document may be +executed either by hand signature or machine imprint. All transfer documents shall be kept at the +Company ’s registered address or at such other place as the Board of Directors may from time to time +designate. +The Company shall not accept its shares as the subject of a pledge. +Shares issued by the Company prior to its public offering shall not be transferred within one year +from the date on which the Company ’s shares are listed and traded on a stock exchange. If laws, +administrative regulations, the CSRC, or Hong Kong Stock Exchange provide otherwise regarding a +shareholder ’s transfer of shares held in the Company, such provisions shall prevail. +Directors, and senior management members of the Company shall report to the Company the +shares they hold in the Company and any changes therein. During their term of office as determined +when they assume the posts, they shall not transfer more than 25% of the total number of shares they +hold in the Company each year; the shares they hold in the Company shall not be transferred within one +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-2 – + + +--- page 401 --- +year from the date the Company ’s shares are listed and traded. The above personnel shall not transfer +the shares they hold in the Company within six months after leaving their positions. If the listing rules +at the Company ’s stock listing place provide otherwise regarding restrictions on the transfer of the +Company ’s shares, such provisions shall prevail. +Directors, senior management members and shareholders holding more than 5% of the Company ’s +shares who sell shares or other rights-bearing secu rities they hold in the Company within six months of +purchase, or repurchase them within six months of sale, shall have the gains derived therefrom +belonging to the Company, and the Company ’s Board of Directors shall recover such gains, except +where a securities company holds more than 5% of the shares as a result of purchasing the remaining +shares after an underwritten offering, or in other circu mstances prescribed by the securities regulatory +authority of the State Council. If the listing rules of the Company ’s stock listing place provide otherwise +regarding restrictions on the transfer of the Company ’s shares, such provisions shall prevail. +The shares or other equity securities held by the directors, senior management, or individual +shareholders referred to in the preceding paragraph include those held by their spouses, parents, and +children, as well as those held through accounts of o ther persons. If the Board of Directors fails to +comply with the provisions of the preceding paragraph, shareholders have the right to request the Board +of Directors to implement them within 30 days. If the Board of Directors fails to do so within the +specified period, shareholders may, in the interest o f the Company, directly in itiate legal proceedings in +their own names with the People ’s Court. If the Board of Directors fails to comply with the provisions +of the preceding paragraph , responsible directors shall bear joint a nd several liability in accordance with +the law. +SHAREHOLDERS AND THE SHAREHOLDERS ’ MEETING +Shareholders +Shareholders of the Company are those who legally hold the Company ’s shares and whose names +are registered in the register of shareholders. The Company shall establish the register of shareholders +based on the certificates provided by the securities reg istration and clearing institution. The register of +shareholders is conclusive evidence of shareholders ’ ownership of the Company ’s shares. The original +copy of the H Share register of shareholders is kept in Hong Kong, entrusted overseas agent shall ensure +at all times the consistency between the original and duplicate copies of the register of shareholders for +overseas listed shares. The Hong Kong sub-register of shareholders must be available for inspection by +shareholders; however, the Company may, in accordance with applicable laws and regulations and the +laws and regulations of the Company ’ s stock listing place, suspend the registration of shareholders. +Shareholders shall enjoy rights and assume obligations in accordance with the class of shares they hold. +Shareholders holding the same class of shares shall enjoy equal rights and assume the same obligations. +Shareholders of the Company shall enjoy the following rights: +(i) To receive dividends and other forms of profit distribution according to the proportion of +shares they hold; +(ii) To request, convene, preside over, attend, or appoint a shareholder proxy to attend +shareholders ’ meetings and exercise corresponding rights to speak and vote in accordance +with the law; +(iii) To supervise the Company ’s operations and make suggestions or inquiries; +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-3 – + + +--- page 402 --- +(iv) To transfer, donate, or pledge the shares the y hold in accordance with laws, administrative +regulations, the securities regulatory rules of the Company ’s stock listing place, and the +Articles of Association; +(v) To inspect and copy the Articles of Association, register of shareholders, minutes of +shareholders ’ meetings, resolutions of the Board of Directors, financial accounting reports, +and accounting books and vouchers of the Company if they meet the prescribed requirements; +(vi) To participate in the distribution of the Company ’s remaining assets according to the +proportion of shares they hold when the Company is terminated or liquidated; +(vii) To request the Company to repurchase their shares if they vote against resolutions of the +shareholders ’ meeting regarding the Company ’s merger or division; +(viii) Other rights stipulated by laws, administrativ e regulations, rules, the securities regulatory +rules of the Company ’s stock listing place, or the Articles of Association. +Shareholders requesting to inspect or copy relevant materials of the Company shall comply with +the PRC Company Law ,t h e Securities Law , the securities regulatory rules of the Company ’ss t o c k +listing place, and other app licable laws and adminis trative regulations. +Shareholders requesting to inspect the informatio n referred to in the preceding article or to obtain +relevant materials shall provide the Company with written evidence proving the class and number of +shares they hold. Upon verifying the shareholder ’s identity, the Company shall provide such information +or materials in accordance with the shareholder ’sr e q u e s t . +Shareholders who, individually or collectively, have held more than 3% of the Company ’ss h a r e s +for more than 180 consecutive days and request to inspect the Company ’s accounting books and +accounting vouchers shall be subject to the provisions of the second, third, and fourth paragraphs of +Article 57 of the PRC Company Law . If the Articles of Association specify a lower shareholding +threshold, such provisions shall prevail. +Requests by shareholders to inspect or copy materials of the Company ’s wholly-owned subsidiaries +shall be subject to the provisions of the preceding three paragraphs. +If the resolutions of the shareholders ’ meeting or the Board of Directors violate laws or +administrative regulations, shareholders have the right to apply to the People ’s Court for a declaration of +invalidity. If the meeting convening procedures or voting methods of the shareholders ’ meeting or the +Board of Directors violate laws, administrative re gulations, or the Articles of Association, or if the +content of the resolutions violates the Articles of Association, shareholders have the right to apply to the +People ’s Court for revocation within 60 days from the date the resolution is made. However, if the +meeting convening procedures or voting methods of the shareholders ’ meeting or the Board of Directors +have only minor defects and do not have a substantial impact on the resolutions, this provision shall not +apply. +Shareholders who were not notified to attend the shareholders ’ meeting may apply to the People ’s +Court for revocation within 60 days from the date they knew or should have known of the shareholders ’ +meeting resolution. If the right to apply for revo cation is not exercised within one year from the date of +the resolution, the right shall lapse. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-4 – + + +--- page 403 --- +Shareholders of the Company shall bear the following obligations: +(i) To comply with laws, administrative regulations, the Hong Kong Listing Rules ,a n dt h e +Articles of Association; +(ii) To pay for their shares according to the shares subscribed and the method of subscription; +(iii) Not to withdraw their capital except in circu mstances stipulated by laws and regulations; +(iv) Not to abuse shareholder rights to damage the interests of the Company or other +shareholders; not to abuse the Company ’s independent legal person status and shareholders ’ +limited liability to damage the interests of the Company ’s creditors; +(v) Other obligations stipulated by la ws, administrative regulations, the Hong Kong Listing +Rules , and the Articles of Association. +Shareholders who abuse their rights and cause losses to the Company or other shareholders shall +bear compensation liability according to th e law. Shareholders wh o abuse the Company ’s independent +legal personality and shareholders ’ limited liability to evade debts and seriously damage the interests of +the Company ’s creditors shall bear joint and se veral liability for the Company ’sd e b t s . +GENERAL PROVISIONS ON THE SHAREHOLDERS ’ MEETING +The shareholders ’ meeting of the Company shall be composed of all shareholders. The +shareholders ’ meeting is the Company ’s governing body and shall exercise the following powers in +accordance with the law, among others: +(i) To elect and replace directors, and decide on matters relating to their remuneration; +(ii) To review and approve the Board of Directors ’ report; +(iii) To review and approve the Company ’s profit distribution plan and loss recovery plan; +(iv) To make resolutions on the Company ’s increase or decrease of registered capital; +(v) To make resolutions on the issuance of corporate bonds; +(vi) To make resolutions on the Company ’s merger, division, dissolution, liquidation, or change +of corporate form; +(vii) To amend the Articles of Association; +(viii) To make resolutions on the appointment and di smissal of the accounting firm undertaking the +Company ’s audit business; +(ix) To review and approve the guarantee matters a nd the financial assistance matters stipulated in +Articles 48 and 49 of the Articles of Association, respectively; +(x) To review and approve matters related to the Company ’s purchase or sale of major assets +exceeding 30% of the Company ’s most recent audited total assets within one year; +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-5 – + + +--- page 404 --- +(xi) To review transactions entered into by the Company (excluding transactions not involving +consideration, and not subject to any obligation, such as financial assistance, provision of +guarantees, donation of cash assets to the Company, or debt forgiveness) which, in +accordance with the Hong Kong Listing Rules , shall be submitted to the shareholders ’ +meeting for approval; +(xii) To review connected transa ctions that are required to be submitted to the shareholders ’ +meeting for approval under the Measures for the Administration of Connected Transactions ; +(xiii) To review and approve changes in the use of raised funds; +(xiv) To review equity incentive plans and employee stock ownership plans; +(xv) To review matters relating to the Company ’s repurchase of its own shares under +circumstances specified in items (i) and (ii) of the relevant provision; +(xvi) To review other matters that, under laws, admin istrative regulations, departmental rules, the +regulatory rules of the Hong Kong Stock Exchange (including but not limited to Chapters 14 +and 14A of the Hong Kong Listing Rules) , or the Articles of Association, are required to be +decided by the shareholders ’ meeting. +The shareholders ’ meeting may authorize the Board of D irectors to make resolutions on the +issuance of corporate bonds. +Except as otherwise provided by laws, administr ative regulations, departmental rules, or the +regulatory rules of the Hong Kong Stock Exchange, the powers of the shareholders ’ meeting set forth +above shall not be exercised by the Board of Directors or any other body or individual through +delegation. +The following external guarantees of the Company must be reviewed and approved by the +shareholders ’ meeting: +(i) Any guarantee provided after the total external guarantees of the Company and its controlled +subsidiaries reaching or exceeding 50% of the Company ’s most recent audited net assets; +(ii) Any guarantee provided after the total external guarantees of the Company exceeding 30% of +the Company ’s most recent audited total assets; +(iii) Any guarantee provided by the Company to others after the total amount of guarantees +provided within one year exceeding 30% of the Company ’s most recent audited total assets; +(iv) Any guarantee provided to a guaranteed party with a debt-to-asset ratio exceeding 70%; +(v) Any single guarantee with an amount exceeding 10% of the Company ’sm o s tr e c e n ta u d i t e d +net assets; +(vi) Any guarantee provided to shareholders, actual controllers, and their connected persons; +(vii) Other circumstances as stipul ated in the Articles of Association; +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-6 – + + +--- page 405 --- +(viii) Other guarantee matters as required by laws , administrative regulations, rules, other +normative documents, the laws and regulations of the Company ’s stock listing place, and the +Hong Kong Listing Rules . +When the Board of Directors reviews guarantee m atters, such matters shall be approved by more +than two-thirds of the directors prese nt at the meeting. When the shareholders ’ meeting reviews the +guarantee matters under item (iii) of the preceding paragraph, such matters shall be approved by more +than two-thirds of the voting rights held by the shareholders present at the meeting. +Guarantees provided by the Company for its who lly-owned subsidiaries, or for its controlled +subsidiaries within the scope of its consolidated financial statements where other shareholders of such +subsidiaries provide guarant ees in proportion to their equity, without harming the Company ’si n t e r e s t s , +may be exempted from the provisions of items (i), (iv), and (v) of the preceding paragraph, unless +otherwise provided by laws, administrative regulations, the Hong Kong Listing Rules , other securities +regulatory rules of the Company ’s stock listing, or the Articles of Association. +The Board of Directors has the right to review and approve external guarantee matters other than +those requiring approval by the shareholders ’ meeting as mentioned above. +When the shareholders ’ meeting reviews guarantee matters under item (vi), the shareholder +concerned, or shareholders controlled by the actual controller, shall not participate in the voting. The +resolution shall be passed by a simple majority of the voting rights held b y other shareholders attending +the meeting. +Shareholders ’ meetings are classified in to annual shareholders ’ meetings and extraordinary +shareholders ’ meetings. The annual shareholders ’ meeting shall be held once a year and shall be held +within six months after the end of the previous fiscal year. +If any of the following circumstances occur, the Company shall convene an extraordinary +shareholders ’ meeting within two months from the date the facts arise: +(i) When the number of directors is less than the minimum quorum stipulated by the PRC +Company Law or two-thirds of the number stipulat ed by the Articles of Association; +(ii) When the Company ’s unrecovered losses reach one-third of the total paid-in share capital; +(iii) When shareholders who individually or jointly hold more than 10% of the Company ’ss h a r e s +request it; +(iv) When the Board of Directors deems it necessary; +(v) When the Audit Committee proposes to convene; +(vi) Other circumstances stipulated by laws, admin istrative regulations, departmental rules, the +laws and regulations of the Company ’s stock listing place, the Hong Kong Listing Rules ,o r +the Articles of Association. +Under item (iii) in the preceding paragraph, the num ber of shares held shall be calculated as of the +date on which the shareholders submit the written request. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-7 – + + +--- page 406 --- +If an extraordinary shareholders ’ meeting is convened in response to the requirements of the +securities regulatory rules of the Company ’s stock listing place, the actual date of the meeting may be +adjusted in accordance with the approval progress of the stock exchange at the Company ’s stock listing +place. +CONVENING OF A SHAREHOLDERS ’ MEETING +With the consent of more than half of all independent non-executive directors, independent non- +executive directors have the right to propose to the Board of Directors to convene an extraordinary +shareholders ’ meeting. The Board of Directors shall, in accord ance with laws, administrative regulations, +the laws and regulations of the Company ’s stock listing place, the Hong Kong Listing Rules ,a n dt h e +Articles of Association, provide written feedback on whether to agree to convene an extraordinary +shareholders ’ meeting within ten days of receiving the pro posal. If the Board of Directors agrees to +convene an extraordinary shareholders ’ meeting, it shall issue a notice of the shareholders ’ meeting +within five days of making the resolution; if the Board of Directors does not agree to convene an +extraordinary shareholders ’ meeting, it shall explain the reasons and make an announcement. Any +changes to the original proposal in the notice s hall obtain the consent of more than half of the +independent non-executive directors. +The Audit Committee has the right to propose to the Board of Directors to convene an +extraordinary shareholders ’ meeting and shall submit the proposal in writing to the Board of Directors. +The Board of Directors shall, in accordance with la ws, administrative regulations, the laws and +regulations of the Company ’s stock listing place, the Hong Kong Listing Rules , and the Articles of +Association, provide written fee dback on whether to agree to conven e an extraordinary shareholders ’ +meeting within ten days of receiving the proposa l. If the Board of Directors agrees to convene an +extraordinary shareholders ’ meeting, it shall issue a notice of the shareholders ’ meeting within five days +of making the resolution, and any changes to the original proposal in the notice shall be agreed upon by +the Audit Committee. If the Board of Directors does n ot agree to convene an extraordinary shareholders ’ +meeting or fails to provide feedback within ten day s of receiving the proposal, it shall be deemed that +the Board of Directors is unable or unwilling to perform its duties of convening the shareholders ’ +meeting, and the Audit Committee may conve ne and preside over the meeting on its own. +Shareholders who individually or join tly hold more than 10% of the Company ’ss h a r e s( e x c l u d i n g +treasury shares) have the right to request the Board of Directors to convene an extraordinary +shareholders ’ meeting and shall submit the request in wr iting to the Board of Directors. The Board of +Directors shall, in accordance with laws, administra tive regulations, the laws and regulations of the +Company ’s stock listing place, the Hong Kong Listing Rules , and the Articles of Association, provide +written feedback within ten days after receiving the req uest, indicating whether it agrees to convene an +extraordinary shareholders ’ meeting. If the Board of Directors agrees to convene an extraordinary +shareholders ’ meeting, it shall issue a notice of the shareholders ’ meeting within five days of making the +resolution, and any changes to the original request in the notice shall be agreed upon by the relevant +shareholders. If the Board of Directors does not agree to convene an extraordinary shareholders +’ meeting +or fails to provide feedback within ten days of receiving the request, shareholders who individually or +jointly hold more than 10% of the Company ’s shares (excluding treasury shares) have the right to +propose to the Audit Committee to conv ene an extraordinary shareholders ’ meeting and shall submit the +request in writing to the Audit Committee. If the A udit Committee agrees to convene an extraordinary +shareholders ’ meeting, it shall issue a notice of the shareholders ’ meeting within five days of receiving +the request, and any changes to the original request in the notice shall be agreed upon by the relevant +shareholders. If the Audit Committee fai ls to issue the notice of the shareholders ’ meeting within the +prescribed period, it shall be deemed that the A udit Committee will not convene or preside over the +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-8 – + + +--- page 407 --- +shareholders ’ meeting, and shareholders individually or jointly holding more than 10% of the +Company ’s shares (excluding treasury shares) for more than 90 consecutive days may convene and +preside over the meeting on their own. +If the Audit Committee or the shareholde rs decide to convene a shareholders ’ meeting on their +own, they must notify the Board of Directors in writin g and, if required, file with the stock exchange in +accordance with the securities r egulatory rules of the Company ’s stock listing place. Before the +announcement of the shareholders ’ meeting resolution, the proportio no fs h a r e sh e l db yt h ec o n v e n i n g +shareholders shall not be less than 10%. When issuing the notice of the shareholders ’ meeting and the +announcement of the shareholders ’ meeting resolution, the Audit Committee or the convening +shareholders shall, if required, submit the rele vant supporting materials as required by the stock +exchange at the Company ’s stock listing place. +For shareholders ’ meetings convened by the Audit Comm ittee or shareholders themselves, the +Board of Directors and the Board secretary shall cooperate. The Board of Directors shall provide the +register of shareholders as of the record date. +The necessary expenses for shareholders ’ meetings convened by the Audit Committee or +shareholders themselves shall be borne by the Company. +PROPOSALS AND NOTICES OF THE SHAREHOLDERS ’ MEETING +When the Company convenes a shareholders ’ meeting, the Board of Directors, the Audit +Committee, and shareholders who individually or c o l l e c t i v e l yh o l dm o r et h a n1 %o ft h eC o m p a n y’s +shares have the right to submit proposals to the Company. +Shareholders individually or jointly holding more than 1% of the Company ’s shares may submit +additional proposals in writing to the conve ner ten days before the shareholders ’ meeting. The convener +shall issue a supplementary notice of the shareholders ’ meeting within two days of receiving the +proposal, specifying the content o f the additional proposal, and sub mit the additional proposal to the +shareholders ’ meeting for review. However, additional proposals that violate laws, administrative +regulations, or the Articles of Association, or d o not fall within the authority of the shareholders ’ +meeting, shall be excluded. The Company shall not increase the shareholding threshold required for +shareholders to submit such proposals. +Except for the circumstances stipulated in the preceding paragraph, the convener shall not modify +the proposals already listed in the notice of the shareholders ’ meeting or add new proposals after issuing +the notice of the shareholders ’ meeting. +Proposals not listed in the notice of the shareholders ’ meeting or not in compliance with Article 61 +of the Articles of Association shall not be v oted on or resolved at the shareholders ’ meeting. +The convener shall notify all shareholders 21 days before the annual shareholders ’ meeting and 15 +days before the extraordinary shareholders ’ meeting. +The notice of the shareholders ’ meeting shall include the following content: +(i) The time, place, and duration of the meeting; +(ii) The matters and proposals to be reviewed at the meeting; +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-9 – + + +--- page 408 --- +(iii) The record date for shareholders entitled to attend the shareholders ’ meeting; +(iv) A clear statement that all sharehol ders are entitled to attend the shareholders ’ meeting and +may appoint a proxy in writing to attend the m eeting and vote, and the proxy does not need +to be a shareholder of the Company; +(v) The name and telephone number of the standing contact person for meeting affairs; +(vi) Where a shareholders ’ meeting is convened online or b y other means, the notice of the +shareholders ’ meeting shall specify the time and pro cedures for voting online or by other +means. +The notice of the shareholders ’ meeting and any supplementary notices shall provide a full and +comprehensive explanation of the complete detail s of all proposals, as well as all information or +explanations necessary for shareholders to make an informed judgment on the matters to be discussed. +HOLDING OF A SHAREHOLDERS ’ MEETING +All shareholders registered on the register of shareholders on the record date or their proxies have +the right to attend the shareholders ’ meeting and exercise their voting rights in accordance with +applicable laws, regulations, the laws and regulations of the Company ’s stock listing place, the Hong +Kong Listing Rules , and the Articles of Association (unless cer tain shareholders are required by the laws +and regulations of the Company ’s stock listing place or the Hong Kong Listing Rules to abstain from +voting on specific matters). +Shareholders may attend the shareholders ’ meeting in person, or appoint proxies to attend and vote +on its behalf. Any shareholder entitled to attend and vote at the shareholders ’ meeting may appoint one +or more persons (who need not be a shareholder of the Company) to act as its proxies to attend and vote +on its behalf. +Individual shareholders who attend the meeting in person shall present their ID card or other valid +certificate or proof of identity. If a shareholder ap points a proxy to attend, the proxy shall present his/ +her valid ID card and a power of attorney from the shareholder. +A corporate shareholder shall attend the meetin g through its legal representative or a proxy +authorized by the legal representative. Where the leg al representative attends the meeting, he/she shall +present his/her ID card and valid proof of his/her qualification as the legal representative. Where a proxy +attends the meeting, the pro xy shall present his/her ID card and a w ritten power of attorney duly issued +by the legal representative of the corporate shareholder (except where the shareholder is a recognized +clearing house or its nominee). +A partnership shareholder shall attend the mee ting through its managing partner (including a +representative appointed by the managing partner) or a proxy authorized by the managing partner. +Where the managing partner (including its appointed representative) attends the meeting, he/she shall +present his/her ID card and valid proof of qualification as the managing partner (including as the +appointed representative of the managing partner). Where a proxy attends the meeting, the proxy shall +present his/her ID card and a written power of atto rney duly issued by the managing partner of the +partnership shareholder. +Where a shareholder is a recognized clearing house or its nominee, such shareholder may authorize +one or more persons it deems appropriate to act a s its representative(s) at any shareholders ’ meeting or +creditors ’ meeting. However, if more than one person is so a uthorized, the instrument of authorization +shall specify the number and class of shares to which each authorized person relates. The instrument of +authorization shall be signed by a person authorized by the recognized clearing house. A person so +authorized may act on behalf of the recognized clearing house (or its nominee) to exercise its rights +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-10 – + + +--- page 409 --- +without producing share certificates, notarized authorizations, and/or further evidence of due +authorization, and shall enjoy the same statutory rights as other shareholders, including the rights to +speak and vote as if such person were an individual shareholder of the Company. +The power of attorney for appointing a proxy to attend the shareholders ’ meeting shall specify the +following content: +(i) The name of the appointing shareholder and the class and quantity of shares held; +(ii) The name of the proxy; +(iii) Specific instructions of the shareholder, incl uding instructions to vote for, against, or abstain +on each matter listed on the ag enda of the shareholders ’ meeting; +(iv) The date of issuance and validity period of the power of attorney; +(v) The signature (or seal) of the appointing shareholder. If the appointing shareholder is a +corporate shareholder, the power of attorney shall be affixed with its official seal, or be +signed by its director or duly authorized proxy or person. +The shareholders ’ meeting shall be presided over by the chairman of the Board of Directors. If the +chairman is unable or unwilling to pe rform his/her duties, the vice cha irman shall preside. If the vice +chairman is unable or unwilling to perform his/her d uties, a director elected by more than half of the +directors shall preside. The shareholders ’ meeting convened by the Audit Committee shall be presided +over by the convener of the Audit Committee. If the convener of the Audit Committee is unable or +unwilling to perform his/her duties, a member of the Audit Committee elected by more than half of the +Audit Committee members shall preside. The shareholders ’ m e e t i n gc o n v e n e db ys h a r e h o l d e r s +themselves shall be presided over by a represen tative elected by the convener. If the meeting +chairperson violates the Articles of Associatio n or the rules of procedure for the shareholders ’ meeting, +making it impossible to continue the meeting, the shareholders ’ meeting may elect a person to act as the +meeting chairperson with the consent of more than half of the voting rights held by the shareholders +present at the meeting, and continue the meeting. +VOTING AT THE SHAREHOLDERS ’ MEETING +Resolutions of th e shareholders ’ meeting are classified into or dinary resolutions and special +resolutions. An ordinary res olution of the shareholders ’ m e e t i n gs h a l lb ep a s s e db ym o r et h a nh a l fo ft h e +voting rights held by the shareholders (including proxies) present at the meeting. A special resolution of +the shareholders ’ meeting shall be passed by more than two-thirds of the voting rights held by the +shareholders (including proxies) present at the meeting. +The following matters shall be passed by an ordinary resolution of the shareholders ’ meeting: +(i) The work reports of the Board of Directors; +(ii) The profit distribution plan and loss reco very plan proposed by the Board of Directors; +(iii) The appointment and dismissal of members of the Board of Directors, and their remuneration +and payment methods; +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-11 – + + +--- page 410 --- +(iv) Other matters except those that, as stipulat ed by laws, administrative regulations, the laws +and regulations of the Company ’s stock listing place, the Hong Kong Listing Rules ,o rt h e +Articles of Association, shall be p assed by a special resolution. +The following matters shall be passed by a special resolution of the shareholders ’ meeting: +(i) The increase or decrease of the Company ’s registered capital; +(ii) The merger, division, dissolution and liquidation of the Company; +(iii) Amendments to the Articles of Association; +(iv) The Company ’s purchase or sale of major assets or provision of guarantees to others with an +amount exceeding 30% of the Company ’s most recent audited total assets within a year; +(v) Equity incentive plans; +(vi) Other matters stipulated by laws, administra tive regulations, the laws and regulations of the +Company ’s stock listing place, the Hong Kong Listing Rules, or the Articles of Association, +as well as matters deemed by the shareholders ’ meeting via ordinary resolutions to have a +significant impact on the Company and require a special resolution. +Shareholders (including shareholder proxies) shall exercise their voting rights according to the +number of voting shares they represent, with each share carrying one vote. When voting, a shareholder +(including shareholder proxies) entitled to two or more votes need not cast all of his/her/its votes in +favor of, against, or in abstention from a resolution. +When the shareholders ’ meeting considers major matters af fecting the interests of minority +investors, the votes of minority investors shall be counted separately. The results of such separate voting +shall be promptly disclosed. +Shares held by the Company carry no voting rights and shall not be included in the total number +of voting shares present at the shareholders ’ meeting. In accordance with app licable laws, administrative +regulations, departmental rules, normative documents, the laws and regulations of the Company ’ss t o c k +listing place, and the Hong Kong Listing Rules , if any shareholder is required to abstain from voting on +any particular resolution, or is restricted to voti ng only in favor or only against, any vote cast in +violation of such requirements or restrictions by the shareholder (or its proxy) shall not be counted in +the voting results. +When the shareholders ’ meeting considers connected transactions, the connected shareholders shall +not vote, and the number of voting shares they represent shall not be included in the total number of +valid votes. The announcement of the shareholders ’ meeting resolution shall fully disclose the voting +results of non-connected shareholders. +BOARD OF DIRECTORS +Directors +The Company ’s directors may include executive directors, employee representative directors, non- +executive directors, and independent non-executive directors. A non-executive director refers to a +director who does not hold any management position in the Company. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-12 – + + +--- page 411 --- +The Company ’s directors shall be natural persons. A person with any of the following +circumstances shall not serve as a director of the Company: +(i) Having no capacity for civil conduc t or limited capacity for civil conduct; +(ii) Having been sentenced to a criminal penalty for embezzlement, bribery, infringement of +property, misappropriation of property, or disrupting the socialist market economic order, or +having had his/her political rights deprived due to a crime, and less than five years have +elapsed since the expiration of the execution p eriod, or if on probation, less than two years +have elapsed since the expiration of the probation period; +(iii) Having served as a director, factory dire ctor, or manager of a company or enterprise +undergoing bankruptcy liquidation and being personally liable for the bankruptcy of such +company or enterprise, and less than three years have elapsed since the completion of the +bankruptcy liquidation of such company or enterprise; +(iv) Having served as the legal representative of a company or enterprise whose business license +was revoked or which was ordered to close down due to violations of law, and being +personally liable therefor, where less than three years have elapsed since the revocation of +the business license or the order for c losure of such company or enterprise; +(v) Having a large-amount debt due but unpaid and being listed as a dishonest judgment debtor +by the People ’sC o u r t ; +(vi) Having been subject to restrictions on acce ss to the securities market imposed by the CSRC, +which have not yet expired; +(vii) Having been publicly determined by the s tock exchange as unfit to serve as a director or +senior management member of listed companies, which has not yet expired; +(viii) Other circumstances stipulated by laws, admin istrative regulations, or departmental rules. +Directors shall be elected or replaced by the shareholders ’ meeting, and may be removed from +office by the shareholders ’ meeting before their term of office ex pires. The term of office of a director +shall be three years, which, u pon expiration, may be renewed in accordance with the securities +regulatory rules of the Company ’s stock listing place. +A director may concurrently serve as general ma nager or other senior management positions, but +the total number of directors who concurrently serve as general manager or other senior management +positions shall not exceed half of the total number of directors. +A director may resign before his/her term of off ice expires. The director shall submit a written +resignation report to the Board of Directors, and the Bo ard shall disclose the relevant information within +the time limit required by the securities regulatory rules of the Company ’s stock listing place. Where the +resignation of a director results in the number of dir ectors falling below the statutory minimum, the +resigning director shall continue to perform his/her duties as a director in accordance with laws, +administrative regulations, departmental rules, normative documents, the laws and regulations of the +Company ’s stock listing place, the Hong Kong Listing Rules , and the Articles of Association until a new +director is elected and assumes office. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-13 – + + +--- page 412 --- +Board of Directors +The Company shall have a Board of Directors consisting of nine directors, including at least three +independent non-executive directors. The Board shall have one chairman and one vice chairman, each +elected by a majority of all directors. +The Board of Directors shall exercise the following powers: +(i) Convening shareholders ’ meetings and reporting to the shareholders ’ meeting; +(ii) Implementing resolutions of the shareholders ’ meeting; +(iii) Deciding on the Company ’s business plans and investment proposals; +(iv) Deciding on the Company ’s business policies and investment plans; +(v) Reviewing and approving the Company ’s annual financial budget and final accounts; +(vi) Formulating the Company ’s profit distribution plans and loss recovery plans; +(vii) Formulating plans for the Company ’s increase or decrease of registered capital, issuance of +corporate bonds or other securities, and listing; +(viii) Drafting plans for major acquisitions, repurchases of the Company ’s shares under the +circumstances specified in items (i) and (ii) of the first paragraph of Article 25 of the Articles +of Association, or for mergers, divisions, disso lution, or changes in the corporate form of the +Company, subject to compliance with the s ecurities regulatory rules of the Company ’ss t o c k +listing place; +(ix) Where the thresholds for submission to the shareholders ’ meeting are not met, or within the +scope authorized by the shareholders ’ meeting, deciding on matters such as external +investments, acquisition or dispo sal of assets, asset mortgages, e xternal guarantees, entrusted +wealth management, and connected transactions; and authorizing the general manager to +make decisions on certain routine ope rational matters within the Board ’s authority; +(x) Deciding on the establishment of the Company ’s internal management structure and branches; +(xi) Deciding on the appointment or dismissal of the general manager, Board secretary and other +senior management members, and determining their remuneration as well as matters +concerning rewards and penaltie s; based on the general manager ’s nomination, deciding on +the appointment or dismissal of deputy general managers, the chief financial officer and other +senior management members, and determining their remuneration as well as matters +concerning rewards and penalties; +(xii) Formulating and amending the Company ’s basic management systems; +(xiii) Formulating amendments to the Articles of Association; +(xiv) Managing the Company ’s information disclosure matters; +(xv) Proposing to the shareholders ’ meeting the appointment or r eplacement of the accounting +firm auditing the Company; +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-14 – + + +--- page 413 --- +(xvi) Hearing the work reports of the general manager and supervising the general manager ’s work; +(xvii) Making resolutions regarding the repurchase of the Company ’ss h a r e su n d e rt h e +circumstances specified in items (iii), (v), or (vi) of the first paragraph of Article 25 of the +Articles of Association; +(xviii)Other powers as granted by laws, administr ative regulations, departmental rules, the laws +and regulations of the Company ’s stock listing place, the Hong Kong Listing Rules ,o rt h e +Articles of Association. +A Board meeting shall be held only if more than half of the directors are present. Resolutions of +the Board of Directors shall be passed by more than half of all directors, unless otherwise stipulated by +laws, administrative regulations, the securities regulatory rules of the Company ’s stock listing place, or +the Articles of Association. Voting on Board resolu tions shall be conducted on a one director, one vote +basis. +If a director has a connected relationship with any e nterprise or individual involved in the matter +to be resolved by the Board of Directors, the dir ector shall promptly submit a written report to the +Board. A director with a connected relationship shall not exercise voting rights on that resolution, nor +act as a proxy for another director to vote. The Board meeting shall be convened with the presence of +more than half of the non-connected directors, and resolutions of the Board meeting must be passed by a +majority of the non-connected directors present. If fewer than three non-connected directors attend the +Board meeting, the matter shall be submitted to the shareholders ’ meeting for deliberation. +The Board of Directors shall es tablish the Audit Committee, Strategy Committee, Nomination +Committee, and Remuneration and Assessment Comm ittee. The specialized committees are accountable +to the Board and shall perform their duties in accordance with the Articles of Association and +authorization from the Board; their proposals shall be submitted to the Board for review and approval. +All members of the specialized committees shall be di rectors. For the Audit Committee (which includes +an internal audit department), Nomination Commi ttee, and Remuneration and Assessment Committee, +independent non-executive directors shall form the majority and act as conveners. The convener of the +Audit Committee shall be an accounting professio nal, and the Nomination Committee must include at +least one director of a different gender. The Board shall formulate the working procedures of the +specialized committees to regulate their operations. +General Manager and Other Senior Management Members +The Company shall have one general manager, who shall be nominated by the chairman of the +Board, appointed or dismissed by the Board of Directors. The Company shall also have several deputy +general managers, one chief financial officer and one Board secretary, who shall be nominated by the +chairman. The chief financial officer may be nominated by the general manager. All shall be appointed +or dismissed by the Board of Directors. +The general manager, deputy general managers, chief financial officer and Board secretary shall +constitute senior management of the Company. +The provisions of the Articles of Association regarding circumstances where a person may not +serve as a director, as well as the resignation management rules, shall also apply to senior management +members. Similarly, the provisions of the Ar ticles of Association concerning directors ’ duties of loyalty +and diligence shall apply to se nior management members. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-15 – + + +--- page 414 --- +The term of office of the general manager shall be three years, and the general manager may be +r e a p p o i n t e du p o nt h ee x p i r a t i o no fe a c ht e r m . +The general manager shall be accountable to the Board of Directors and shall exercise the +following powers: +(i) Presiding over the Company ’s production, operation, and management activities, +implementing the resolutions of the Board of Directors, and reporting to the Board of +Directors; +(ii) Implementing the Company ’s annual business plans and investment proposals; +(iii) Drafting proposals for the establishment of the Company ’s internal management structure; +(iv) Drafting the Company ’s basic management systems; +(v) Formulating the Company ’s specific regulations; +(vi) Proposing to the Board of Directors the appointment or dismissal of the deputy general +managers and the chief financial officer; +(vii) Deciding on the appointment or dismissal of management personnel other than those whose +appointment or dismissal is to be decided by the Bo ard of Directors, and formulating the staff +remuneration, welfare, and reward and punishment schemes or policies; +(viii) Deciding on transactions, other than th ose requiring approval by the shareholders ’ meeting or +the Board of Directors, either by the chairman or the general manager authorization by the +chairman; +(ix) Exercising the powers of the legal representative and signing documents that are required to +be signed by the Company ’s legal representative. +The Board secretary shall be responsible for preparing shareholders ’ meetings and Board meetings, +maintaining documents, man aging shareholder information, and han dling information disclosure matters. +Senior management members shall faithfully perform their duties and safeguard the best interests +of the Company and all shareholders. If a senior management member fails to perform his/her duties +faithfully or breaches the duty of integrity, causing damage to the Company or shareholders, he/she shall +be liable for compensation in accordance with the law. +FINANCIAL AND ACCOUNTING SYSTEM, DISTRIBUTION OF PROFITS AND AUDIT +Financial Accounting System +The Company shall establish its financial and accounting system in accordance with laws, +administrative regulations, the laws and regulations of the Company ’s stock listing place, and the Hong +Kong Listing Rules . +The Company shall not establish separate accoun ting books in addition to the statutory accounting +books. The Company ’s assets shall not be stored in accounts opened in the name of any individual. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-16 – + + +--- page 415 --- +Profit Distribution System +When distributing the after-tax profits of the current year, the Company shall allocate 10% of the +profits to the Company ’s statutory reserve fund. If the cumulative amount of the statutory reserve fund +exceeds 50% of the Company ’s registered capital, the Company ma y cease to make further allocations. +If the Company ’s statutory reserve fund is insufficient t o cover the losses of previous years, the +Company shall use the current year ’s profits to cover the losses before allocating the statutory reserve +fund as stipulated above. +After allocating the statutory reserve fund from the after-tax profits, the Company may also +allocate a discretionary reserve fund from the after-tax profits upon a resolution of the shareholders ’ +meeting. After covering losses and allocating reser ve funds, the remaining after-tax profits shall be +distributed according to the proportion of shares held by shareholders. If the shareholders ’ meeting +distributes profits to shareholders in violation of the PRC Company Law , the shareholders shall return +the improperly distributed profits to the Company; sha reholders, as well as the responsible directors and +senior management members, shall bear liability for a ny resulting losses caused to the Company. Shares +of the Company held by the Company itself (if any) shall not participate in profit distribution. +The Company ’s reserve funds shall be used to cover the Company ’s losses, expand the Company ’s +production and operation, or convert into additional share capita l. When reserve funds are used to cover +losses, the discretionary reserve fund and the statu tory reserve fund shall be used first; if the losses +cannot be fully covered, the capital reserve fund may be used in accordance with regulations. When the +statutory reserve fund is converted into share capital, the retained statutory reserve fund shall not be less +than 25% of the Company ’s registered capital before the conversion. +Internal Audit +The Company shall implement an internal audit sys tem, which clarifies the leadership structure, +responsibilities and powers, staffing, budgetary s upport, utilization of audit results, and accountability +for internal audit work. The internal audit system shall be implemented upon approval by the Board of +Directors and be disclosed externally. The internal audit department shall report to the Board of +Directors. +Engagement of an Accounting Firm +The Company shall engage an accounting firm that complies with the Securities Law of the +People ’s Republic of China , other applicable laws and regulations, and the securities regulatory rules of +the Company ’s stock listing place to conduct audits of accounting statements, verification of net assets, +and other related consulting ser vices. The engagement term shal l be one year and may be renewed. +The engagement or dismissal of the accounting firm shall be decided by the shareholders ’ meeting. +The Board of Directors shall not appoint the accounting firm before the shareholders ’ meeting has made +its decision. +The Company shall ensure that the engaged accounting firm is provided with true and complete +accounting vouchers, accounting books, financial accounting reports, and other accounting materials, +and shall not refuse, conceal, or misreport such materials. +The audit fees of the accounting firm shall be decided by the shareholders ’ meeting. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-17 – + + +--- page 416 --- +When the Company dismisses or does not renew the engagement of an accounting firm, it shall +notify the accounting firm seven days in advance. When the shareholders ’ meeting votes on the +dismissal of the accounting firm, the accountin g firm shall be allowed to present its opinions. +If the accounting firm resigns, it shall explain to the shareholders ’ meeting whether there are any +improper circumstances in the Company +MERGER, DIVISION, CAPITAL INCREASE, CAPITAL REDUCTION, DISSOLUTION AND +LIQUIDATION +Merger, Division, Capital Increase, and Capital Reduction +The Company ’s merger may be in the form of an absorption merger or a consolidation merger. +When one company absorbs other companies, it is an absorption merger, and the absorbed +companies are dissolved. When two or more companies merge to form a new company, it is a +consolidation merger, and all the merging companies are dissolved. +For a company merger, the merging parties shall sign a merger agreement and prepare a balance +sheet and a property inventory. The Company shall notify its creditors within ten days from the date of +adopting the merger resolution and make an announcement on the designated newspaper or the National +Enterprise Credit Information Publicity System w ithin 30 days. Creditors may, within 30 days from the +date of receiving the notice, or within 45 days from the date of the announcement if they have not +received the notice, request the Company to pay off its debts or provide corresponding guarantees. +When the Company merges, the credits and debts of the merging parties shall be succeeded by the +surviving company after the merger or the newly established company. +When the Company divides, its assets shall be divided accordingly. +When the Company divides, it shall prepare a balance sheet and a property inventory. The +Company shall notify its creditors within ten days from the date of the division resolution and make an +announcement on the designated newspaper or the National Enterprise Credit Information Publicity +System within 30 days. +The companies resulting from the division shall b ear joint and several liabilities for the Company ’s +debts existing before the division, unless otherwi se agreed in a written agreement on the settlement of +debts reached between the Company an d its creditors before the division. +When the Company reduces its registered capital, it must prepare a balance sheet and a property +inventory. +The Company shall notify its creditors within ten days from the date of the shareholders ’ meeting +resolution on the capital reduction and make an an nouncement on the designated newspaper within 30 +days. Creditors have the right request the Company to settle its de bts or provide corresponding +guarantees within 30 days from the date of receiving the notice or within 45 days from the date of the +announcement if they have not received the notice. +When the Company reduces its registered capital, it shall correspondingly reduce the capital +contribution or shares held by shareholders in proportion to their respective contributions or +shareholding, unless otherwise provided by laws or the Articles of Association. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-18 – + + +--- page 417 --- +When the Company issues new shares to increase its registered capital, shareholders shall not have +pre-emptive rights, except as otherwise provided in the Articles of Association or as resolved by the +shareholders ’ meeting granting such rights. Shareholders subscribing for new shares shall pay the +subscription price in accordance with the provisions of the PRC Company Law and other applicable laws +and regulations on the capital contr ibution for joint stock companies. +When the Company merges or divides, and the registration matters change, it shall apply for a +change of registration with the company registra tion authority in accordance with the law. When the +Company is dissolved, it shall apply for cancelatio n of registration in accordance with the law. When a +new company is established, it shall apply for estab lishment registration in accordance with the law. +When the Company increases or reduces its regi stered capital, it shall apply for a change of +registration with the company registratio n authority in accordance with the law. +Dissolution and Liquidation +The Company may be dissolved for the following reasons: +(i) The business term stipulated in the Articles of A ssociation expires or other dissolution causes +stipulated in the Articles of Association arise; +(ii) The shareholders ’ meeting resolves to dissolve the Company; +(iii) The Company needs to be dissolved due to a merger or division; +(iv) The Company is lawfully revoked of its business license, ordered to close, or rescinded; +(v) The Company ’s operation and management encounter s erious difficulties, and its continued +existence would cause signific ant losses to shareholders ’ interests, and no other solutions can +be found. In such circumstances, Shareholders holding 10% or more of the Company ’s voting +rights may request the People ’s Court to dissolve the Company. +When the Company encounters any of the dissolutio n causes mentioned above, it shall publicize +the dissolution causes through the National Enterpr ise Credit Information Publicity System within ten +days. +If the Company encounters the circumstances mentioned in items (i) and (ii) above and has not yet +distributed its assets to shareholders, it may con tinue to exist by amending its Articles of Association or +by a resolution of the shareholders ’ meeting. Such an amendment or resolution requires approval by +more than two-thirds of the voting rights held by shareholders present at the shareholders ’ meeting. +If the Company is dissolved due to the circumstanc es mentioned in items (i), (ii), (iv), and (v) +above, it shall be liquidated. The directors shall s erve as the liquidation obligors and establish a +liquidation team within 15 days from the date the di ssolution cause arises to commence the liquidation. +The liquidation team shall consist of directors, unless the Articles of Association provide otherwise or +the shareholders ’ meeting resolves to appoint others. If the Company is dissolved due to the +circumstances mentioned in item (iv) above, the authority that revokes the business license, orders the +closure, or rescinds the Company, or the compan y registration authority, may apply to the People ’s +Court to appoint relevant personnel to form a liquidation team to carry out the liquidation. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-19 – + + +--- page 418 --- +The liquidation team shall notify creditors with in ten days from the date of its establishment and +make an announcement on the designated newspaper or the National Enterprise Credit Information +Publicity System within 60 days. Creditors shall d eclare their claims to the liquidation team within 30 +days from the date of receiving the notice or within 45 days from the date of the announcement if they +have not received the notice. +When declaring claims, creditors shall explain the relevant matters of the claims and provide +supporting materials. The liquidatio n team shall register the claims. +During the claim declaration period, the liquida tion team shall not settle claims with creditors. +After cleaning up the Company ’s assets and preparing a balance sheet and a property inventory, the +liquidation team shall formulate a liquidation plan and submit it to the shareholders ’ meeting or the +People ’s Court for confirmation. During the liquidatio n period, the Company shall continue to exist but +shall not engage in business activities unr elated to the liquidation. The Company ’s assets shall not be +distributed to shareholders before being settle d in accordance with the preceding paragraph. +After cleaning up the Company ’s assets and preparing a balance sheet and a property inventory, if +the liquidation team finds that the Company ’s assets are insufficient to settle its debts, it shall apply to +the People ’s Court for a declaration of bankruptcy in accordance with the law. Upon the People ’s Court +ruling to declare bankruptcy, the liquidation team shall transfer the liquidation matters to the bankruptcy +administrator designated by the People ’sC o u r t . +After the Company ’s liquidation is completed, the liqui dation team shall prepare a liquidation +report, submit it to the shareholders ’ meeting or the People ’s Court for confirmation, and file it with the +company registration authority to apply for the Company ’s deregistration and announce the Company ’s +termination. +Where the Company is legally declared bankrupt, it shall implement bankruptcy liquidation in +accordance with the relevant enterprise bankruptcy laws. +Amendments to the Articles of Association +If any of the following circumstances arise, the Co mpany will amend the Ar ticles of Association: +(i) After amendments to the PRC Company Law , or relevant laws, administrative regulations, +departmental rules, normative documents, the laws and regulations of the Company ’ss t o c k +listing place, and the Hong Kong Listing Rules , the provisions of the Articles of Association +conflict with the amended laws, administrativ e regulations, departmental rules, normative +documents, the laws and regulations of the Company ’s stock listing place, or the Hong Kong +Listing Rules ; +(ii) Changes occur in the Company ’s circumstances that are inconsistent with the matters +recorded in the Articles of Association; +(iii) The shareholders ’ meeting resolves to amend the Articles of Association. +Amendments to the Articles of Association approved by the shareholders ’ meeting that require +approval from competent authorities shall be submitted t o the competent authorities for such approval; if +the amendments involve company reg istration matters, the changes shall be registered in accordance +with the law. +The Board of Directors shall amend the Articles o f Association in accordance with the resolution +of the shareholders ’ +meeting on amendments to the Articles of Association and the approval opinions of +the relevant competent authorities. +APPENDIX III SUMMARY OF ARTICLES OF ASSOCIATION +– III-20 – + + +--- page 419 --- +1. FURTHER INFORMATION ABOUT OUR COMPANY +A. Incorporation +On April 18, 2003, the predecessor of our Company, Hangzhou Qiandao Lake Xunlong +Technology Development Co., Ltd. ( 杭州千島湖鱘龍科技開發有限公司), was established as a limited +liability company in Hangzhou, the PRC, with a regis tered capital of RMB6,600,000. On July 2, 2010, +our Company was converted into a jo int stock company with limited liability and renamed as Hangzhou +Qiandao Lake Xunlong Technology Co., Ltd. ( 杭州千島湖鱘龍科技股份有限公司). +We have established a place of business in Hong Kong at Room 1915, 19/F, Lee Garden One, 33 +Hysan Avenue, Causeway Bay, Hong Kong, and have been registered as a non-Hong Kong company in +Hong Kong under Part 16 of the Companies Ordinance on 19 November 2025. Ms. CHEUNG Hin Kiu +(張顯翹女士) has been appointed as our agent for the acceptance of services of process and notices on +behalf of our Company in Hong Kong. +As we are incorporated in the PRC, we are subject to the relevant laws and regulations of the PRC. +A summary of the relevant aspects of laws and regulations of the PRC and our Articles of Association is +set out in ‘‘Regulatory Overview ’’ of this Prospectus and ‘‘Documents Delivered to the Registrar of +Companies and Available for Inspection ’’ in Appendix V to this Prospectus. +B. Changes in the Share Capital of our Company +The following sets out the changes in our Company ’s share capital within the two years +immediately preceding the issue of this Prospectus: +. on September 18, 2025, the registered capital of our Company was increased from +RMB90,242,700 to RMB92,552,700. +Save as disclosed above, there has been no alteration in the share capital of our Company during +the two years immediately preceding the date of this Prospectus. +C. Resolutions of the Shareholders of our Company +On October 27, 2025 the shareholders of our Company passed, among other things, the following +resolutions: +(i) the issue by our Company of H Shares of nominal value of RMB1.00 each and such H +Shares be listed on the Stock Exchange; +(ii) the number of H Shares to be issued shall not be more than 25% of the total issued share +capital of our Company as enlarged by the Global Offering (before the exercise of the Over- +allotment Option), and the grant of the Over-allotment Option of not more than 15% of the +number of H Shares to be offered initially under the Global Offering; +(iii) authorization of the Board and/or its aut horized persons to handle all matters relating to, +among other things, the issue and the listing of the H Shares; and +(iv) subject to the completion of the Global Offering, the adoption of the Articles of Association +which shall become effective on the Listing D ate, and authorization to the Board to amend +the Articles of Association for the purpose of the Listing. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-1 – + + +--- page 420 --- +D. Conversion +In preparation of the Global Offering, we have applied for, the Conversion of the Unlisted Shares +into H Shares, details of which are set out in ‘‘Share Capital ’’ in this Prospectus. The Conversion of the +Unlisted Shares into H Shares is still subject to the filing of the CSRC and the approval by the Stock +Exchange. +E. Subsidiaries of Our Company +(i) Subsidiaries +Certain details of our subsidiaries are set forth in the Accountant ’s Report in Appendix I to this +Prospectus. +(ii) Changes in the share capital of subsidiaries +The following subsidiaries have been established within the two years immediately preceding the +date of this Prospectus: +Name of subsidiary +Place of +establishment +Date of +establishment +Quzhou Kecheng Kalujia Catering Management Co., Ltd. +(衢州柯城卡露伽餐飲管理有限公司).............. +PRC October 31, 2024 +Quzhou Kalujia Import and Export Co., Ltd. +(衢州卡露伽進出口有限公司) ................... +PRC February 8, 2025 +Hubei Kalujia Food Co., Ltd. +(湖北卡露伽食品有限公司) .................... +PRC June 12, 2025 +Sichuan Kalujia Import and Export Trading Co., Ltd. +(四川卡露伽進出口貿易有限公司) ............... +PRC June 24, 2025 +Sichuan Kalujia Aquaculture Co., Ltd. +(四川卡露伽水產養殖有限公司) ................. +PRC June 24, 2025 +Jiangxi Xunlong Food Co., Ltd. +(江西鱘龍食品有限公司)...................... +PRC September 22, 2025 +Jiangxi Xunlong Import and Export Co., Ltd. +(江西鱘龍進出口有限公司) .................... +PRC September 22, 2025 +Quzhou Kalujia Fishery Technology Development Co., Ltd. +(衢州卡露伽水產科技開發有限公司) ............ +PRC September 23, 2025 +Hong Kong Red Apple International Development Limited +(香港紅蘋果國際發展有限公司) ................. +HK November 12, 2025 +The following change in the share capital of our subsidiaries took place during the two years +immediately preceding the date of this Prospectus: +. on August 11, 2025, the registered capital of Quzhou Xunlong Aquatic Food Technology +Development Co., Ltd. ( 衢州鱘龍水產食品科技開發有限公司) was increased from +RMB50,000,000 to RMB110,606,061. +. on February 3, 2026, the registered capital of Quzhou Kalujia Fishery Technology +Development Co., Ltd. ( 衢州卡露伽水產科技開發有限公司) was increased from +RMB1,000,000 to RMB50,000,000. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-2 – + + +--- page 421 --- +. on April 8, 2026, the registered capital of Be ijing Qiandao Xunyu Technology Development +Co., Ltd. ( 北京千島鱘業科技發展有限公司) was increased from RMB300,000 to +RMB1,000,000. +Save as disclosed above, there has been no alteration in the share capital of any of our subsidiaries +within the two years immediately preceding the date of this Prospectus. +A summary of the corporate information and the p articulars of our subsidiaries are set out in note +36 to the Accountant ’s Report as set out in Appendix I. +2. FURTHER INFORMATION ABOUT OUR BUSINESS +A. Summary of Our Material Contracts +We have entered into the following material cont racts (not being contracts entered into in the +ordinary course of business) within two years preceding the date of this Prospectus and a copy of each +has been delivered to the Registrar of Companies in Hong Kong for registration: +(i) a cornerstone investment agreement dated June 18, 2026, entered into among our Company, +BLACKROCK STRATEGIC FUNDS — BlackRock Systematic Asia Pacific Equity Absolute +Return Fund, BlackRock System atic Total Alpha Master Fund Ltd., BlackRock Systematic +Total Alpha Master Fund Ltd., BlackRock Syst ematic China Absolute Return Master Fund +Ltd., Government Employees Pension Fund, Public Sector Pension Investment Board, +Emerging Markets Alpha Master Fund Ltd., The 32 Capital Master Fund SPC Ltd., Baldr +Bayes Fund Inc., Baldr Bayes Fund Inc., Gl obal Alpha Opportunitie s Master Fund Ltd., +BLACKROCK STRATEGIC FUNDS — BlackRock Systematic Global Equity Absolute +Return Fund, SAE Liquidity Fund LP, BlackRock Strategic Funds — BlackRock Asia Pacific +Absolute Return Fund, Pan Asia Opportunities Master Fund Ltd., National Pension Service, +Republic of Korea, CITIC Securities (Hong Kong) Limited, CLSA Limited and China +Securities (International) Corporate Finance Company Limited, with respect to a subscription +of H Shares at the Offer Price in the aggregate amount of the Hong Kong dollar equivalent of +US$30,000,000; +(ii) a cornerstone investment agreement dated June 18, 2026, entered into among our Company, +Baring Asset Management (Asia) Limited, CITIC Securities (Hong Kong) Limited, CLSA +Limited and China Securities (Internationa l) Corporate Finance Company Limited, with +respect to a subscription of H Shares at the O ffer Price in the aggregate amount of the Hong +Kong dollar equivalent of US$10,000,000; +(iii) a cornerstone investment agreement dated June 18, 2026, entered into among our Company, +Taikang Life Insurance Co., Ltd, CITIC Securities (Hong Kong) Limited, CLSA Limited and +China Securities (International) Corporat e Finance Company Lim ited, with respect to a +subscription of H Shares at the Offer Price in the aggregate amount of the Hong Kong dollar +equivalent of US$10,000,000; +(iv) a cornerstone investment agreement dated June 18, 2026, entered into among our Company, +Guotai Junan Investments (Hong Kong) Lim ited, CITIC Securities ( Hong Kong) Limited, +CLSA Limited and China Securities (Interna tional) Corporate Finance Company Limited, +with respect to a subscription of H Shares at th e Offer Price in the aggregate amount of the +Hong Kong dollar equivalent of US$7,500,000; +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-3 – + + +--- page 422 --- +(v) a cornerstone investment agreement dated June 18, 2026, entered into among our Company, +Da Cheng International Asset Management Com pany Limited, CITIC Securities (Hong Kong) +Limited, CLSA Limited and China Securities (In ternational) Corporate Finance Company +Limited, with respect to a subscription of H Shares at the Offer Price in the aggregate amount +of the Hong Kong dollar equivalent of US$5,500,000; +(vi) a cornerstone investment agreement dated June 18, 2026, entered into among our Company, +Dacheng Fund Management Company Limite d, CITIC Securities (Hong Kong) Limited, +CLSA Limited and China Securities (Interna tional) Corporate Finance Company Limited, +with respect to a subscription of H Shares at th e Offer Price in the aggregate amount of the +Hong Kong dollar equivalent of US$1,500,000; +(vii) a cornerstone investment agreement dated June 18, 2026, entered into among our Company, +ICBC Wealth Management Co., Ltd., CITIC Se curities (Hong Kong) Limited, CLSA Limited +and China Securities (International) Corpor ate Finance Company Limited, with respect to a +subscription of H Shares at the Offer Price in the aggregate amount of the Hong Kong dollar +equivalent of US$5,000,000; +(viii) a cornerstone investment agreement dated June 18, 2026, entered into among our Company, +Nova Kerry Inc., Advantage China Consumer Fund (ACCF Capital), CITIC Securities (Hong +Kong) Limited, CLSA Limited and China Secur ities (International) Corporate Finance +Company Limited, with respect to a subscri ption of H Shares at the Offer Price in the +aggregate amount of the Hong Kong dollar equivalent of US$5,000,000; +(ix) a cornerstone investment agreement dated June 18, 2026, entered into among our Company, +Mirae Asset Securities (HK) Limited, CITIC Sec urities (Hong Kong) Limited, CLSA Limited +and China Securities (International) Corpor ate Finance Company Limited, with respect to a +subscription of H Shares at the Offer Price in the aggregate amount of the Hong Kong dollar +equivalent of US$4,000,000; and +(x) the Hong Kong Underwriting Agreement. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-4 – + + +--- page 423 --- +B. Our Material Intellectual Property Rights +(i) Patents +As of the Latest Practicable Date, the following patents have been registered in the name of the +relevant member of our Group which are considered by us to be or may be material to our business: +No. Name of patent holder Description Type of patent Patent no. +Place of +registration +Date of +registration +1 The Company, +Quzhou Xunlong +A multi-cell purification pond +for the purification of +aquaculture tailwater +Invention ZL202210473524.7 China 2022.04.29 +2 The Company, +Quzhou Xunlong +An intelligent sturgeon-specific +industrialized recirculating +aquaculture system +Invention ZL202110908300.X China 2021.08.09 +3 Quzhou Xunlong, Ocean +University of China +A method for preparing sturgeon +soup from sturgeon heads, +and the sturgeon soup +Invention ZL202110667379.1 China 2021.06.16 +4 Quzhou Xunlong, Ocean +University of China +A sturgeon bone and tendon +product and its preparation +method +Invention ZL202110579368.8 China 2021.05.26 +5 The Company, +Quzhou Xunlong +A cold-water purification and +cultivation method for female +fish used as raw material in +sturgeon caviar processing +Invention ZL201811379708.7 China 2018.11.19 +6 The Company, +Quzhou Xunlong +A sturgeon-specific industrialized +recirculating aquaculture +water supply system +Invention ZL201810427856.5 China 2018.05.07 +7 The Company, +Quzhou Xunlong +A technique for sex +determination in young +sturgeon via lateral +abdominal incision +Invention ZL201710401007.8 China 2017.05.31 +8 The Company, +Quzhou Xunlong +An automatic cleaning, +sterilization, and disinfection +system for sturgeon +processing +Invention ZL201710381448.6 China 2017.05.25 +9 The Company A sturgeon southern land pond +summering system +Invention ZL201510538702.X China 2015.08.28 +10 The Company A special soft pellet feed for +female sturgeon and its +preparation method +Invention ZL201510332214.3 China 2015.06.16 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-5 – + + +--- page 424 --- +No. Name of patent holder Description Type of patent Patent no. +Place of +registration +Date of +registration +11 Quzhou Xunlong Sturgeon tendon extraction and +drying processing technology +Invention ZL201510292656.X China 2015.06.02 +12 The Company A groundwater circulation water- +saving sturgeon ecological +aquaculture method +Invention ZL201410761654.6 China 2014.12.12 +13 Quzhou Xunlong A production process for canned +sturgeon in tomato sauce +Invention ZL201410002407.8 China 2014.01.03 +14 The Company Sturgeon deep-water cage +aquaculture device +Invention ZL201310193945.5 China 2013.05.23 +15 The Company Drop circulation land pond fish +farming process +Invention ZL201210384183.2 China 2012.10.11 +16 The Company A liquid oxygen aeration high- +density sturgeon aquaculture +method +Invention ZL201210358409.1 China 2012.09.25 +17 The Company A smoking and processing +technology for sturgeon +Invention ZL201210299167.3 China 2012.08.22 +18 Quzhou Xunlong Live sturgeon hanging slaughter +system +Invention ZL201210296928.X China 2012.08.21 +19 The Company Live fish two-way conveying +device +Invention ZL201110087552.7 China 2011.04.08 +20 The Company A caviar processing technology Invention ZL200810120236.3 China 2008.08.13 +21 The Company Ultrasonic method for sexing +sturgeon +Invention ZL200810063379.5 China 2008.08.12 +22 The Company A method for artificial breeding +of Siberian sturgeon and an +incubation device +Invention ZL200710070446.1 China 2007.08.01 +23 The Company, Quzhou +Xunlong +A self-cleaning ultrasonic +cleaning machine for caviar +processing tools +Utility model ZL202222538424.6 China 2022.09.20 +24 The Company, Quzhou +Xunlong +An isolation device Utility model ZL202221126890.7 China 2022.05.11 +25 The Company, Quzhou +Xunlong +A side-pull Type all-stainless- +steel sealed sluice gate +Utility model ZL202221054985.2 China 2022.04.29 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-6 – + + +--- page 425 --- +No. Name of patent holder Description Type of patent Patent no. +Place of +registration +Date of +registration +26 The Company, Quzhou +Xunlong +A sturgeon inspection rack Utility model ZL202221057842.7 China 2022.04.29 +27 The Company, Quzhou +Xunlong +An auxiliary arm device for +forklift fish transport +Utility model ZL202221001106.X China 2022.04.24 +28 The Company, Quzhou +Xunlong +A caviar holster set machine Utility model ZL202121611276.5 China 2021.07.15 +29 The Company, Quzhou +Xunlong +Sturgeon large water surface +aquaculture Tailwater pure +oxygen ecological treatment +device +Utility model ZL202022979928.2 China 2020.12.09 +30 The Company, Quzhou +Xunlong +A sturgeon low-through +aquaculture high-density +liquid oxygen aeration system +Utility model ZL201921604961.8 China 2019.09.25 +31 The Company, Quzhou +Xunlong +A sturgeon artificial breeding +broodstock egg retrieval and +sperm collection workbench +Utility model ZL201921358864.5 China 2019.08.21 +32 The Company, Quzhou +Xunlong +A clean workbench for caviar +processing +Utility model ZL201920849633.8 China 2019.06.05 +33 The Company, Quzhou +Xunlong +Round-head evisceration knife +for sturgeon processing +Utility model ZL201920694365.7 China 2019.05.15 +34 The Company, Quzhou +Xunlong +Flow-through aquaculture low +dissolved oxygen water +source non-energy consuming +aeration device +Utility model ZL201920646054.3 China 2019.05.07 +35 The Company, Quzhou +Xunlong +A sturgeon caviar packaging can +automatic capping device +Utility model ZL201821925445.0 China 2018.11.21 +36 The Company, Quzhou +Xunlong +A camera combination device for +sturgeon image recognition +and counting +Utility model ZL201821708041.6 China 2018.10.21 +37 The Company, Quzhou +Xunlong +A sterilization and disinfection +device for sturgeon +processing tools +Utility model ZL201821705354.6 China 2018.10.21 +38 The Company, Quzhou +Xunlong +A multi-variety caviar +combination canning structure +Utility model ZL201721517192.9 China 2017.11.14 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-7 – + + +--- page 426 --- +No. Name of patent holder Description Type of patent Patent no. +Place of +registration +Date of +registration +39 The Company, Quzhou +Xunlong +A sturgeon processing, cleaning, +sterilization, and disinfection +device +Utility model ZL201720594779.3 China 2017.05.25 +40 The Company, Quzhou +Xunlong +A fish inlet flushing chute +device for processing and +slaughtering workshops +Utility model ZL201720240441.8 China 2017.03.13 +41 Quzhou Xunlong A specialized camera lightbox +for sturgeon caviar +Utility model ZL201620568807.X China 2016.06.14 +42 The Company Packaging can (golden egg) Industrial design ZL202230270247.0 China 2022.05.10 +43 The Company, Quzhou +Xunlong +Caviar can (plastic) Industrial design ZL202230008722.7 China 2022.01.07 +44 The Company, Quzhou +Xunlong +Glass bottle (Xunbao) Industrial design ZL202130865718.8 China 2021.12.28 +45 The Company, Quzhou +Xunlong +Caviar bowl Industrial design ZL202130413011.3 China 2021.07.01 +46 The Company Packaging box (four-can gift set) Industrial design ZL202130143409.X China 2021.03.17 +47 The Company Packaging box (single-can gift +set) +Industrial design ZL202130143799.0 China 2021.03.17 +48 The Company Packaging box (two-can gift set) Industrial design ZL202130536656.6 China 2021.03.17 +49 The Company Label (caviar can) Industrial design ZL202130056669.3 China 2021.01.26 +50 The Company, +Quzhou Xunlong +Label (canned sturgeon caviar) Industrial design ZL201730051924.9 China 2017.02.27 +51 The Company, +Quzhou Xunlong +Label (canned sturgeon caviar) Industrial design ZL201730052002.X China 2017.02.27 +52 The Company, +Quzhou Xunlong +A secondary labeling machine +for visual inspection +Invention ZL202210441079.6 China 2022.04.25 +53 The Company, +Quzhou Xunlong +A preparation method for +osmanthus sturgeon cartilage +glue +Invention ZL202310497748.6 China 2023.05.04 +54 The Company, +Quzhou Xunlong +An isolation cabinet for +molecular sex identification +of sturgeon fry +Utility model ZL202420434757.0 China 2024.03.06 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-8 – + + +--- page 427 --- +No. Name of patent holder Description Type of patent Patent no. +Place of +registration +Date of +registration +55 The Company, +Quzhou Xunlong +A sturgeon water basket +summering system +Utility model ZL202420524050.9 China 2024.03.18 +56 The Company, +Quzhou Xunlong +An outdoor timed water +dispenser +Utility model ZL202322624787.6 China 2023.09.26 +57 The Company, +Quzhou Xunlong +A sturgeon roe screen device for +recovering losses during the +flushing process +Utility model ZL202320982300.9 China 2023.04.24 +58 The Company, +Quzhou Xunlong +A sterilizing cabinet Utility model ZL202320553209.5 China 2023.03.17 +59 The Company, Baibeiyun +(Zhejiang) IoT Technology +Co., Ltd. +A dispenser Utility model ZL202420125182.4 China 2024.01.18 +60 The Company, +Quzhou Xunlong +Caviar jar Industrial design ZL202330824326.6 China 2023.12.14 +61 The Company, +Quzhou Xunlong +Packaging box Industrial design ZL202330150686.2 China 2023.03.27 +62 The Company, +Quzhou Xunlong +Packaging box Industrial design ZL202330093953.7 China 2023.03.06 +63 The Company Specific DNA fragment SSM1 +for sturgeon sex identification +and its application +Invention ZL201910066600.0 China 2019.01.24 +64 The Company Specific DNA fragment SSM2 +for sturgeon sex identification +and its application +Invention ZL201910066586.4 China 2019.01.24 +65 The Company Female Acipenser schrenckii +specific DNA fragment and +its application +Invention ZL201910066534.7 China 2019.01.24 +66 The Company Specific DNA fragment for +paddlefish sex identification +and its application +Invention ZL202411097125.0 China 2024.08.12 +67 The Company, +Quzhou Xunlong +Backwash filter pool for +aquaculture +Utility model ZL202422494836.3 China 2024.10.15 +68 The Company, +Quzhou Xunlong +A net cover device to reduce +vortex intensity and prevent +fish entanglement +Utility model ZL202422122293.2 China 2024.08.28 +69 Quzhou Xunlong, +The Company +Gift Box (Tendon Fish Maw) Industrial design ZL202430713801.7 China 2024.11.12 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-9 – + + +--- page 428 --- +No. Name of patent holder Description Type of patent Patent no. +Place of +registration +Date of +registration +70 Zhejiang University, The +Company +A light environment regulation +method to enhance female +Russian sturgeon ’s gonadal +development +Invention ZL202311265668.4 China 2023.09.27 +71 Zhejiang University, The +Company +A Russian sturgeon co-rearing +method to enhance female +Russian sturgeon ’s gonadal +development +Invention ZL202311263857.8 China 2023.09.27 +72 The Company, Yangtze River +Fisheries Research +Institute, Chinese Academy +of Fishery Sciences +A specific DNA fragment +combination for +distinguishing female russian +sturgeon and female kaluga +(huso dauricus) and its +application +Invention ZL202511740958.9 China 2025.11.25 +(ii) Trademarks +As of the Latest Practicable Date, the following tr ademarks have been registered in the name of the +relevant member of our Group which are considered by us to be or may be material to our business: +No. Trademark +Place of +registration +Name of registered +proprietor Registration no. Class Effective period +1 + China The Company 61512466 29 2022.06.28 –2032.06.27 +2 + China The Company 5100941 29 2018.11.14 –2028.11.13 +3 + China The Company 9047250 1 2022.01.21 –2032.01.20 +4 + China The Company 9047303 2 2022.01.21 –2032.01.20 +5 + China The Company 9047347 3 2022.01.21 –2032.01.20 +6 + China The Company 9047378 4 2022.01.21 –2032.01.20 +7 + China The Company 9047420 5 2022.01.21 –2032.01.20 +8 + China The Company 9047466 6 2022.01.21 –2032.01.20 +9 + China The Company 9047503 7 2022.01.21 –2032.01.20 +10 + China The Company 9047533 8 2022.01.21 –2032.01.20 +11 + China The Company 9047560 9 2022.01.21 –2032.01.20 +12 + China The Company 9047586 10 2022.01.21 –2032.01.20 +13 + China The Company 9050742 11 2022.01.21 –2032.01.20 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-10 – + + +--- page 429 --- +No. Trademark +Place of +registration +Name of registered +proprietor Registration no. Class Effective period +14 + China The Company 9050781 12 2022.01.21 –2032.01.20 +15 + China The Company 9050826 13 2022.01.21 –2032.01.20 +16 + China The Company 9050868 14 2022.01.21 –2032.01.20 +17 + China The Company 9050901 15 2022.01.21 –2032.01.20 +18 + China The Company 9050933 16 2022.01.21 –2032.01.20 +19 + China The Company 9050992 17 2022.05.14 –2032.05.13 +20 + China The Company 9051035 18 2022.01.21 –2032.01.20 +21 + China The Company 9051090 19 2022.05.14 –2032.05.13 +22 + China The Company 9051144 20 2022.01.21 –2032.01.20 +23 + China The Company 9054618 21 2022.01.21 –2032.01.20 +24 + China The Company 9054659 22 2022.01.21 –2032.01.20 +25 + China The Company 9054699 23 2022.01.21 –2032.01.20 +26 + China The Company 9073962 24 2022.01.28 –2032.01.27 +27 + China The Company 9073979 25 2022.01.28 –2032.01.27 +28 + China The Company 9074008 26 2022.01.28 –2032.01.27 +29 + China The Company 9074034 27 2022.01.28 –2032.01.27 +30 + China The Company 9074060 28 2022.01.28 –2032.01.27 +31 + China The Company 9074085 29 2022.07.07 –2032.07.06 +32 + China The Company 9077870 30 2022.01.28 –2032.01.27 +33 + China The Company 9077896 31 2022.04.07 –2032.04.06 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-11 – + + +--- page 430 --- +No. Trademark +Place of +registration +Name of registered +proprietor Registration no. Class Effective period +34 + China The Company 9077924 32 2022.01.28 –2032.01.27 +35 + China The Company 9077941 33 2022.01.28 –2032.01.27 +36 + China The Company 9077993 34 2022.01.28 –2032.01.27 +37 + China The Company 9078027 35 2022.01.28 –2032.01.27 +38 + China The Company 9078065 36 2022.01.28 –2032.01.27 +39 + China The Company 9078119 37 2022.01.28 –2032.01.27 +40 + China The Company 9078142 38 2022.01.28 –2032.01.27 +41 + China The Company 9078160 39 2022.01.28 –2032.01.27 +42 + China The Company 9083565 40 2022.02.07 –2032.02.06 +43 + China The Company 9083593 41 2022.02.07 –2032.02.06 +44 + China The Company 9083630 42 2022.02.07 –2032.02.06 +45 + China The Company 9083661 43 2022.02.07 –2032.02.06 +46 + China The Company 9083734 44 2022.02.07 –2032.02.06 +47 + China The Company 9083820 45 2022.02.07 –2032.02.06 +48 + China The Company 9073916 29 2022.06.28 –2032.06.27 +49 + China The Company 40411618 14 2020.05.14 –2030.05.13 +50 + China The Company 38670996 29 2020.02.28 –2030.02.27 +51 + China The Company 50004823 25 2021.09.14 –2031.09.13 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-12 – + + +--- page 431 --- +No. Trademark +Place of +registration +Name of registered +proprietor Registration no. Class Effective period +52 + China The Company 50004753 22 2021.06.07 –2031.06.06 +53 + China The Company 50002866 31 2021.05.28 –2031.05.27 +54 + China The Company 50000317 20 2021.06.07 –2031.06.06 +55 + China The Company 49999332 13 2021.05.28 –2031.05.27 +56 + China The Company 49999029 8 2021.06.07 –2031.06.06 +57 + China The Company 49998286 23 2021.06.07 –2031.06.06 +58 + China The Company 49998176 18 2021.06.07 –2031.06.06 +59 + China The Company 49998124 16 2021.05.28 –2031.05.27 +60 + China The Company 49997478 36 2021.06.07 –2031.06.06 +61 + China The Company 49997151 45 2021.06.14 –2031.06.13 +62 + China The Company 49995155 26 2021.06.07 –2031.06.06 +63 + China The Company 49994381 21 2021.05.28 –2031.05.27 +64 + China The Company 49994243 37 2021.05.28 –2031.05.27 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-13 – + + +--- page 432 --- +No. Trademark +Place of +registration +Name of registered +proprietor Registration no. Class Effective period +65 + China The Company 49993647 19 2021.05.28 –2031.05.27 +66 + China The Company 49993114 10 2021.06.14 –2031.06.13 +67 + China The Company 49992877 42 2021.05.28 –2031.05.27 +68 + China The Company 49992717 7 2021.05.28 –2031.05.27 +69 + China The Company 49992620 32 2021.05.28 –2031.05.27 +70 + China The Company 49991510 39 2021.08.21 –2031.08.20 +71 + China The Company 49990790 17 2021.06.07 –2031.06.06 +72 + China The Company 49989982 34 2021.06.14 –2031.06.13 +73 + China The Company 49989947 33 2022.01.07 –2032.01.06 +74 + China The Company 49987852 38 2021.06.14 –2031.06.13 +75 + China The Company 49987709 4 2021.06.07 –2031.06.06 +76 + China The Company 49984285 12 2021.05.28 –2031.05.27 +77 + China The Company 49984000 24 2021.06.07 –2031.06.06 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-14 – + + +--- page 433 --- +No. Trademark +Place of +registration +Name of registered +proprietor Registration no. Class Effective period +78 + China The Company 49983645 40 2021.06.07 –2031.06.06 +79 + China The Company 49982340 44 2021.05.28 –2031.05.27 +80 + China The Company 49981802 30 2021.05.28 –2031.05.27 +81 + China The Company 49979958 28 2021.06.14 –2031.06.13 +82 + China The Company 49979933 27 2021.05.28 –2031.05.27 +83 + China The Company 49978160 9 2021.06.07 –2031.06.06 +84 + China The Company 49977755 6 2021.05.28 –2031.05.27 +85 + China The Company 49977055 15 2021.05.28 –2031.05.27 +86 + China The Company 49976994 43 2021.06.14 –2031.06.13 +87 + China The Company 49975913 2 2021.06.07 –2031.06.06 +88 + China The Company 49975136 11 2021.06.07 –2031.06.06 +89 + China The Company 49973993 41 2021.06.07 –2031.06.06 +90 + China The Company 49972686 5 2021.06.28 –2031.06.27 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-15 – + + +--- page 434 --- +No. Trademark +Place of +registration +Name of registered +proprietor Registration no. Class Effective period +91 + China The Company 49972459 35 2021.06.07 –2031.06.06 +92 + China The Company 49972365 14 2021.06.07 –2031.06.06 +93 + China The Company 49972005 29 2021.06.14 –2031.06.13 +94 + China The Company 49971266 3 2021.06.14 –2031.06.13 +95 + China The Company 49971234 1 2021.06.14 –2031.06.13 +96 + China The Company 77501705 30 2024.09.28 –2034.09.27 +97 + China The Company 76952395 9 2024.09.14 –2034.09.13 +98 + China The Company 76954399 19 2024.09.14 –2034.09.13 +99 + China The Company 76955821 37 2024.09.14 –2034.09.13 +100 + China The Company 76967850 42 2024.09.14 –2034.09.13 +101 + China The Company 76956331 5 2024.09.14 –2034.09.13 +102 + China The Company 76963095 30 2024.09.14 –2034.09.13 +103 + China The Company 76961621 43 2024.09.14 –2034.09.13 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-16 – + + +--- page 435 --- +No. Trademark +Place of +registration +Name of registered +proprietor Registration no. Class Effective period +104 + China The Company 76949805 32 2024.09.21 –2034.09.20 +105 + China The Company 76951194 10 2024.09.14 –2034.09.13 +106 + China The Company 76949969 12 2024.09.21 –2034.09.20 +107 + China The Company 76961315 25 2024.11.21 –2034.11.20 +108 + China The Company 76959504 16 2024.09.14 –2034.09.13 +109 + China The Company 76964378 22 2024.09.14 –2034.09.13 +110 + China The Company 76965378 17 2024.09.14 –2034.09.13 +111 + China The Company 76964273 45 2024.09.14 –2034.09.13 +112 + China The Company 76969676 15 2024.09.14 –2034.09.13 +113 + China The Company 76950924 1 2024.09.14 –2034.09.13 +114 + China The Company 76961118 24 2024.09.14 –2034.09.13 +115 + China The Company 76953309 40 2024.09.14 –2034.09.13 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-17 – + + +--- page 436 --- +No. Trademark +Place of +registration +Name of registered +proprietor Registration no. Class Effective period +116 + China The Company 76950778 44 2024.09.14 –2034.09.13 +117 + China The Company 76960764 41 2024.09.14 –2034.09.13 +118 + China The Company 76952696 14 2024.09.14 –2034.09.13 +119 + China The Company 76955582 21 2024.09.14 –2034.09.13 +120 + China The Company 76951185 11 2024.09.14 –2034.09.13 +121 + China The Company 76963116 28 2024.09.14 –2034.09.13 +122 + China The Company 76954815 7 2024.09.14 –2034.09.13 +123 + China The Company 76966539 33 2024.09.21 –2034.09.20 +124 + China The Company 76962726 31 2024.09.14 –2034.09.13 +125 + China The Company 76948951 2 2024.09.14 –2034.09.13 +126 + China The Company 76955937 13 2024.09.14 –2034.09.13 +127 + China The Company 76967055 8 2024.09.14 –2034.09.13 +128 + China The Company 76963537 39 2024.09.14 –2034.09.13 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-18 – + + +--- page 437 --- +No. Trademark +Place of +registration +Name of registered +proprietor Registration no. Class Effective period +129 + China The Company 76969165 27 2024.09.14 –2034.09.13 +130 + China The Company 76958553 36 2024.09.14 –2034.09.13 +131 + China The Company 76957928 6 2024.09.14 –2034.09.13 +132 + China The Company 76968785 26 2024.09.14 –2034.09.13 +133 + China The Company 76962692 38 2024.09.14 –2034.09.13 +134 + China The Company 76961171 18 2024.09.14 –2034.09.13 +135 + China The Company 76966841 20 2024.09.14 –2034.09.13 +136 + China The Company 76956360 3 2024.09.14 –2034.09.13 +137 + China The Company 76954351 35 2024.09.14 –2034.09.13 +138 + China The Company 76956339 4 2024.09.14 –2034.09.13 +139 + China The Company 76957331 34 2024.09.14 –2034.09.13 +140 + China The Company 76957042 23 2024.09.14 –2034.09.13 +141 + China The Company 76964258 29 2024.09.14 –2034.09.13 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-19 – + + +--- page 438 --- +No. Trademark +Place of +registration +Name of registered +proprietor Registration no. Class Effective period +142 + Hong Kong The Company 306969629 29, 30, 31, +32, 33, 35, +43, 44 +2025.12.16 –2035.12.16 +143 + China The Company 69665474 29 2023.08.14 –2033.08.13 +The class number represents the specifications of products or services which have already been +applied for or registered. Detailed specifications of the products or services represented by that class +number are set out in the relevant application forms or registration certificates. +(iii) Domain Name +As of the Latest Practicable Date, the following domain names have been registered in the name of +the relevant member of our Group which are considered by us to be or may be material to our business: +No. Domain name Registrant Date of registration Expiry Date +1 卡露伽.中國 The Company 2021.05.06 2027.05.06 +2 卡露伽.com Quzhou Xunlong 2021.05.06 2027.05.06 +3 卡露伽.net The Company 2021.05.06 2027.05.06 +4 卡露伽.cn The Company 2021.05.06 2027.05.06 +5 kalugaqueen.com The Company 2011.03.10 2027.03.10 +6 kalugaqueen.net Quzhou Xunlong 2026.02.27 2027.02.27 +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-20 – + + +--- page 439 --- +3. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL +SHAREHOLDERS +A. Particulars of Directors ’ Contracts +Each of our Directors has entered into a service agreement or letter of appointment with our +Company. The principal particulars of these servic e agreements and letters of appointment comprise (a) +the term of the service; (b) termination provisions; and (c) dispute resolution provision. The service +agreements and letters of appointment may be rene wed in accordance with our Articles of Association +and the applicable laws, rules and regulations from time to time. +Save as disclosed above, none of our Directors has or is proposed to have a service contract with +any of our Group (other than contracts expiring or determinable by the relevant employer within one +year without the payment of compensation (other than statutory compensation)). +B. Directors ’ Remuneration +The aggregate amount of remuneration paid to our Directors (including salaries, remuneration, +pension, discretionary bonus, benefits-in-kind, share-based compensation and other welfares) for the +years ended December 31, 2023, 2024 and 2025 was approximately RMB46.07 million, RMB10.49 +million and RMB14.01 million, respectively. +For each of the years ended December 31, 2023, 2024 and 2025, the aggregate amount of fees, +salaries, allowances, discretionary bonus, pension schemes contribution, share-based compensation and +other benefits in kind (if applicable) paid to the five highest-paid individuals of our Group was +approximately RMB48.3 million, RMB12. 7 million and RMB16.8 million, respectively. +Based on the current arrangements in force as of t he Latest Practicable Date, it is estimated that +under the arrangements currently in force, the aggregate amounts of remuneration payable by our +Company to our Directors for the year ending Dece mber 31, 2026 is approximately RMB10 million in +aggregate (excluding any discretionary bonus). +None of the Directors (or former Directors) or the five highest paid individuals has been paid any +sum of money for the Track Record Period (i) as an inducement to join or upon joining us; or (ii) as +compensation for loss of office in connection with the management of the affairs of any member of our +Group. +Save as disclosed above, no other payments have been made or are payable in respect of the years +ended December 31, 2023, 2024 and 2025 by any member of our Group to any of our Directors. +4. DISCLOSURE OF INTERESTS +A. Directors and Chief Executive +Immediately following the completion of the Global Offering and assuming the Over-allotment +Option is not exercised, the interests or short positions of our Directors and the chief executive in any +Shares, underlying shares and debentures of our Company or any of its associated corporations (within +the meaning of Part XV of the SFO), which, once the H Shares are listed, will be required (a) to be +notified to our Company and the Stock Exchange pursuant to Division 7 and 8 of Part XV of the SFO +(including interests and short positions which they were taken or deemed to have under such provisions +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-21 – + + +--- page 440 --- +of the SFO); or (b) pursuant to section 352 of Part XV of the SFO, to be entered in the register referred +to therein; or (c) to be notified to our Company and the Stock Exchange pursuant to the Model Code for +Securities Transactions by Direct ors of Listed Issuers contained in the Listing Rules, are as follows: +(i) Interests in the Shares of Our Company +Name of Director/ +chief executive Nature of interest +Number of +Shares Description of Shares +Approximate +percentage of +shareholding in +our total share +capital (1) +Mr. Wang (2) . . . . Beneficial interest, interest +held by controlled +corporations +32,054,770 H Shares 29.44% +Mr. DONG +Zhendong +(董振東). . . . . +Beneficial interest 280,175 H Shares 0.26% +Notes: +(1) The calculation is based on the total number of 108,885,600 H Shares in issue immediately after completion of the +Global Offering (assuming the Over-allotment Option is not exercised) and the Conversion of Unlisted Shares into H +Shares. Unlisted Shares and H Shares are both ordinary Shares in the share capital of our Company, and are +considered as one class of Shares. +(2) See the section headed ‘‘Substantial Shareholders ’’ in this Prospectus +(ii) Interest in shares of associated corporations of our Company +Our Directors and chief executive are not interested in the shares of any associated corporation of +our Company. +B. Substantial shareholders of our Company +Save as disclosed in the section headed ‘‘Substantial Shareholders ’’ in this Prospectus, as of the +Latest Practicable Date, our Directors are not aware of any other person who will, immediately +following the Conversion of Unlisted Shares into H Shares and upon completion of the Global Offering +have an interest or short position in our Shares or the underlying Shares which are required to be +disclosed to our Company and the Stock Exchange under the provisions of Division 2 and 3 of Part XV +of the SFO. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-22 – + + +--- page 441 --- +C. Substantial shareholders of other members of our Group +So far as our Directors are aware, as at the Latest P racticable Date, the following person (other +than our Directors or chief executive of our Company) was, directly or indirectly, interested in 10% or +more of the nominal value of any class of share capita l carrying rights to vote in all circumstances at +general meetings of other members of our Group. +Name of members of our Group Name of the substantial shareholder +Approximate +percentage +shareholding +Quzhou Xunlong Aquatic Food Technology +Development Co., Ltd. +(衢州鱘龍水產食品科技開發有限公司). . +Zhejiang Rural Revitalization +Investment Fund Co., Ltd. +(浙江省鄉村振興投資基金 +有限公司) +20.55% +Hubei Kalujia Food Co., Ltd. +(湖北卡露伽食品有限公司) ........... +Hubei Qiandao Lake Xunlong +Technology Development Co., +Ltd. +(湖北千島湖鱘龍科技開發 +有限公司) +20.00% +Shandong Xunlong Fishing Technology +Development Co., Ltd. +(山東鱘龍漁業科技開發有限公司). . . . . . +Sishui County Yurun Fishery Co., +Ltd. +(泗水縣雨潤漁業有限公 +司) +30.00% +Hubei Qiandao Lake Xunlong Technology +Development Co., Ltd. +(湖北千島湖鱘龍科技開發有限公司). . . . +ZHAO Guangming ( 趙光明) 49.00% +Sichuan Kalujia Aquaculture Co., Ltd. +(四川卡露伽水產養殖有限公司) ....... +CHEN Yulin ( 陳玉林) 49.00% +D. Disclaimers +Save as disclosed in this Prospectus: +(i) none of our Directors or chief executive of our Company has any interests and short positions +in the shares, underlying shares and debentures of our Company or any associated +corporation (within the meaning of Part XV of the SFO) which 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/she is taken or deemed to have under such provisions +of SFO) or which will be required, pursuant to section 352 of the SFO, to be entered in the +register referred to therein, or will be requi red, pursuant to the Model Code for Securities +Transactions by Directors of Listed Companies in Appendix C3 to the Listing Rules to be +notified to us and the Stock Exchange, in each case once our Shares have been listed; +(ii) none of our Directors is a director or employee of a company which is expected to have an +interest in our Shares falling to be disclosed to our Company and the Stock Exchange under +the provisions of Divisions 2 and 3 of Part XV of the SFO once our Shares have been listed +on the Stock Exchange; +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-23 – + + +--- page 442 --- +(iii) none of our Directors nor any of the parties listed in ‘‘ — 6. Other Information — G. +Qualification of Experts ’’ in this Appendix is materially interested in any contract or +arrangement subsisting at the date of this Pros pectus which is significant in relation to our +business; +(iv) none of our Directors nor any of the parties listed in ‘‘ — 6. Other Information — G. +Qualification of Experts ’’ in this Appendix is interested in our promotion, or in any assets +which have, within two years immediately p receding the issue of t his Prospectus, been +acquired or disposed of by or leased to us, or are proposed to be acquired or disposed of by +or leased to our Company; +(v) none of the parties listed in the paragraph headed ‘‘ — 6. Other Information — G. +Qualification of Experts ’’ in this Appendix: (a) is interested l egally or beneficially in any of +our Shares or any shares in any of our subsidiaries; or (b) has any right (whether legally +enforceable or not) to subscribe for or to nomin ate persons to subscribe for our securities; +and +(vi) none of our Directors or their respective associates or any Shareholders of our Company +(who to the knowledge of our Directors owns more than 5% of our issued share capital) has +any interest in our five largest suppliers or our five largest customers. +5. RESTRICTED SHARE INCENTIVE SCHEMES +We have adopted 2023 Restricted Share Incentive Scheme and 2025 Restricted Share Incentive +Scheme on July 20, 2023 and September 3, 2025, respectively, to attract and retain the talents and to +provide incentives that align the in terests of shareholders, our Company and employees, for long-term +development of our Company. Pursuant to the Restric ted Share Incentive Schemes, Hangzhou Kalujiaren +and Hangzhou Xunlongren were established in the PRC as our Employee Incentive Platforms which +directly hold Shares in our Company. As of the Latest Practicable Date, a total of 6,607,270 restricted +Shares had been granted under the Restricted Share Incentive Schemes, representing approximately +6.07% of the issued Shares immediately following the completion of the Global Offering (assuming the +Over-allotment Option is not exercised). For de tails of the grantees of such Employee Incentive +Platforms, including the interests held by our core connected persons, see ‘‘History, Development and +Corporate Structure — Employee Incentive Platforms. ’’ +The terms of the Restricted Share Incentive Sche mes are not subject to the provisions of Chapter +17 of the Listing Rules. The following is a summary of the principal terms of the Restricted Share +Incentive Schemes: +2023 Restricted Share Incentive Scheme +(i) Purpose +The 2023 Restricted Share Incentive Scheme aims to further establish and improve the +Company ’s long-term incentive mechani sm, attract and retain talents, fully motivate the Company ’s +core team, and effectively integrate the interests of Shareholders, the Company, and the individual +interests of the core team, so that all parties will make joint efforts for the long-term development +of the Company. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-24 – + + +--- page 443 --- +(ii) Participants +The participants of the 2023 Restricted Shar e Incentive Scheme includes Mr. Wang and +senior and middle-level management personnel, core technical personnel, and core business +personnel who have valid employment relationships with the Company or its wholly-owned +subsidiaries. +(iii) Administration +The 2023 Restricted Share Incentive Scheme shall be approved, revised and terminated by +the shareholders ’ meeting of the Company, and the hand ling and implementation of the scheme +shall be authorized to the Board and the chairman authorized by the Board. The Board is +responsible for formulating the plan and implemen ting and handling relevant matters of the scheme +in accordance with the author ization of the shareholders ’ meeting, and acts as the administrator of +the scheme. +The Board, within its authority, authorized th e chairman of the Board to implement and +handle matters related to the 2023 Restricted Sh are Incentive Scheme. The specific authorized +matters are as follows: +(1) To specifically implement the 2023 Restricted Share Incentive Scheme and handle +matters related to the scheme, including sig ning all documents related to the scheme on +behalf of the Company; +(2) To determine or update the eligibility, list of participants, and number of shares in the +2023 Restricted Share Incentive Scheme, and to grant incentive shares under the +scheme; +(3) To determine the relevant rights and obliga tions of each eligible participant in the 2023 +Restricted Shares Incentive Scheme; +(4) If the share incentive platform adopts the form of a limited partnership, the chairman of +the Board is authorized to act as the executiv e partner of the share incentive platform +and shall properly perform his duties; +(5) To monitor the operation of the 2023 Restricted Share Incentive Scheme in real time +during its implementation; +(6) To unlock sales restrictions and handle matters related to the transfer and re-granting of +shares due to participants ’ withdrawal from the 2023 Restricted Share Incentive +Scheme; +(7) To formulate, amend, sign or terminate agreements, notices and other documents related +to the 2023 Restricted Share Incentiv e Scheme on behalf of the Company; +(8) Other matters related to the specific imp lementation of the 2023 Restricted Share +Incentive Scheme; +(9) Other duties and powers granted by the Board. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-25 – + + +--- page 444 --- +Except as otherwise provided in the 2023 Restricted Share Incentive Scheme, the formulation +and amendment of the scheme shall be considered and approved by the Board. At the same time, +when the Board deliberates, the interested directors shall abstain from voting. +(iv) Source and maximum number of shares +The Company issues restricted Shares to the s hare incentive platform and participants +indirectly hold restricted Shares of the Company by holding equity interest in the share incentive +platform. +T h er e s t r i c t e dS h a r e sa r es u b j e c tt oal o c k - u pp e r i o da n dc a no n l yb eu n l o c k e du p o nt h e +fulfillment of specified unlocking conditions. The maximum number of restricted Shares that can +be granted under the 2023 Restricted Sha re Incentive Scheme is 4,297,270 Shares. +(v) Date of grant and term of the Scheme +The date on which the restricted Shares are gr anted shall be determined by the chairman as +authorized by the Board after the approval of th e 2023 Restricted Share Incentive Scheme by the +shareholders ’ meeting, and shall not be a date prohibited b y other laws, regulations, regulatory +documents or the Listing Rules. +(vi) Lock-up period +The lock-up period for restricted Shares granted under the 2023 Restricted Share Incentive +Scheme is from the date of grant of the restricted S hares to the participant until the date on which +such shares are released from the restriction. The res tricted Shares granted to the participants shall +not be transferred, used as security or for repayment of debts before the unlocking. +(vii) Conditions to the grant of restricted Shares: +1. The following conditions shall be fulfilled by the participants: +(1) Comply with the requirements of relevant laws and regulations and the 2023 +Restricted Share Incentive Scheme; +(2) Special talents who, while not meeting c ertain provisions of the 2023 Restricted +Share Incentive Scheme (except where participation is prohibited by laws, +regulations, normative documents, or other mandatory requirements), may be +granted special approval by the management if such talents are deemed to have a +s i g n i f i c a n ti m p a c to nt h eC o m p a n y’s development or to have made exceptional +contributions during critical periods or events. This category includes, but is not +limited to, individuals with performance ex ceeding expectations, high-potential +talents identified through talent reviews, and employees who have recently been +promoted. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-26 – + + +--- page 445 --- +2. Conditions under which grants are not permitted: +The Company shall not grant restricted Share s to the participants if any of the following +circumstances occurs: +(1) The participant has been publicly censu red or declared an unsuitable person by a +stock exchange in the recent three years; +(2) The participant has been subject to administrative penalties by Chinese +government functional departments due to material violation of laws and +regulations within the last three years; +(3) Any other circumstance under which a person may not serve as a director, +supervisor or senior management as stipulated in the Company Law; +(4) The Company has sufficient evidence to prove that the participant, during their +tenure, engaged in illegal or disciplinar y actions such as misappropriation of +funds, embezzlement, theft, or disclosure of business and technical secrets, which +are detrimental to the Company ’s interests and reputation, or committed serious +dereliction of duty or malfeasance, causing losses to the Company; +(5) The participant resigns for causes or is dismissed by the Company; +(6) Other circumstances determined by the ad ministrator that disqualify participation +in the incentive scheme. +(viii) Conditions for Unlocking: +1. The employment relationship between the employee and the Company continues; +2. The participant has not been subject to any of the circumstances under paragraph (vii) +above that would disqualify him/her from being granted restricted Shares; +3. Participants have not experienced the restric ted stock exit situations mentioned below; +4. If a participant encounters any of the following circumstances, the restricted Shares +granted to them shall, depending on the sp ecific situation, either remain with the +individual or be transferred to the executive p artner of the share incentive platform or to +a person designated and confirmed under the 2023 Restricted Share Incentive Scheme. +a. Non-fault termination +If any of the following circumstances occurs, the restricted Shares held by the +participant that have been released from res trictions shall belong to the participant, +while the portion still under lock-up shal l be transferred in accordance with the +provisions of the 2023 Restricted Share Incentive Scheme. The transfer price shall be +calculated based on the lowest of the following: (1) grant price + 5% annual simple +interest; (2) if the Company is listed and the a verage share price within 20 trading days +from the trigger date is lower than the grant price, then the average share price within +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-27 – + + +--- page 446 --- +those 20 trading days + 5% annual simple interest; (3) the Company ’s unaudited net +asset value per share at the end of the most recent fiscal year + 5% annual simple +interest. +(i) The participant ’s employment contract with the Company expires, and both +parties agree not to renew it after negotiation; +(ii) The participant ’s employment contract with the Company has not expired, +but the participant resigns with the Company ’s consent. +b. Fault-based termination +If any of the following circumstances occur, the restricted Shares held by the +participant shall be handled as follows: The portion that has been released from lock-up +shall belong to the participan t, while the portion still under l ock-up shall be transferred +in accordance with the provisions of the 2023 R estricted Share Incentive Scheme. The +transfer price shall be calculated based on t he lowest of the following: (1) the original +grant price; (2) if, after the Company ’s listing, the average share price during the 20 +trading days following the trigger date is l ower than the grant price, then the average +share price during those 20 trading days; (3) the Company ’s unaudited net asset value +per share as of the most recent year-end. +The circumstances include: +(i) The participant ’s employment contract with the Company has not expired, +the participant is dismissed due to personal performance, significant +violations of laws and regulations, or serious breaches of the Company ’s +rules and regulations; +(ii) If a participant is subject to any circumstance under the 2023 Restricted +Share Incentive Scheme that prevents them from being granted restricted +Shares; +(iii) If the participant ’s employment contract with the Company has not expired +a n dt h e yr e s i g nw i t h o u tt h eC o m p a n y’s consent; +(iv) Where the participant is prosecu ted as a result of a criminal offense; +(v) The participant disposes of their re stricted Shares (including but not limited +to transfer, mortgage, pledge, gift, trust, etc.) without the consent of the +administrator. +c. Unexpected conditions +If any of the following circumstances occurs to a participant, the restricted Shares +held by the participant that have been released from restrictions shall belong to the +participant, and the unreleased portion s hall be transferred in accordance with the +provisions of the 2023 Restricted Share Incentive Scheme. The transfer price shall be +calculated at the lower of the following prices: (1) grant price + 5% annual simple +interest; (2) if the average share price of the Company within 20 trading days from the +trigger date is lower than the grant price after the Company ’s listing, it shall be +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-28 – + + +--- page 447 --- +calculated based on the average share pr ice of the Company within 20 trading days +from the trigger date + 5% simple interest per annum; (3) the Company ’s unaudited net +asset value per share at the end of the most recent year + 5% simple interest per annum, +and the legally determined heirs shall cooperate in handling the relevant procedures: +(i) The participant loses capacity for c ivil acts due to serious illness or other +reasons; +(ii) The participant dies. +d. Employee Retirement +If a participant reaches the statutory retirement age and retires normally, and no +longer signs a re-engagement/renewal contract with the Company, then among the +restricted Shares held by the participant, the unlocked portion shall belong to the +participant, and the unvested portion shall be transferred in accordance with the 2023 +Restricted Share Incentive Scheme. The transfer price shall be calculated at the lower of +the following prices: (1) grant price + 5% annual simple interest; (2) if the Company ’s +average share price within 20 trading day s from the trigger date after the Company ’s +listing is lower than the grant price, it sh all be calculated based on the Company ’ss t o c k +average price within 20 trading days from the trigger date + 5% annual simple interest; +(3) the Company ’s unaudited net asset per share at the end of the most recent year + 5% +annual simple interest. +(ix) Unlocking of restricted Shares: +If the participants meet the conditions for lifting r estricted sales, they may exercise relevant +rights in accordance with the provisions of the 2023 Restricted Share Incentive Scheme, and the +arrangements for lifting restricted sales shall be det ermined according to the following principles: +1. The restricted Shares held by the participant shall be subject to a lock-up period of 36 +months from the grant date. +2. After 36 months from the grant date, the res tricted Shares held by participants shall be +unlocked in two tranches, with 50% being unlocked on the 48th month and 60th month +from the grant date, respectively. +3. Special Provisions +(1) If the Company proceeds with listing, the arrangements for the repurchase or +transfer of restricted Shares held by pa rticipants shall also comply with the +requirements of relevant laws and regulat ions. If there are other stipulations in +laws and regulations regarding the redu ction of holdings by participants, the +relevant participants shall comply with a pplicable legal provisions when selling +restricted Shares. +(2) The restricted period and unlocking arrangements for the restricted Shares newly +granted to participants under the 2023 Res tricted Share Incentive Scheme shall be +determined by the administrator on the g rant date. After the participants are +granted restricted Shares, they shall not di spose of the granted restricted Shares by +way of gift, transfer, guarantee, debt repayment or other arrangements. The +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-29 – + + +--- page 448 --- +restricted Shares granted to participants shall not be transferred during the +restricted period, except for transfers due to specific circumstances as stipulated +under the 2023 Restricted Share Incentive Scheme; new shares obtained from the +Company ’s distribution of bonus shares or div idends, or conversion of capital +reserves into shares, shall be locked up simultaneously, and the lifting of sales +restrictions for such new shares shall be the same as their corresponding restricted +Shares. +(3) The dividend amount of the restricted Shares granted to the participants will be +paid to the participants after the expiry of the restricted sales period of the +corresponding shares. If the restricted sal es cannot be lifted according to the 2023 +Restricted Share Incentive Scheme, all dividends obtained by participants during +the restricted period shall be returned. +(4) If the restricted Shares cannot be unlocked under the 2023 Restricted Share +Incentive Scheme or cannot be unlocked due to failure to meet the unlocking +conditions, the restricted Shares held by the participant shall be transferred to the +executive partner of the share incentive platform or its designated personnel +confirmed under the 2023 Restricted Share Incentive Scheme. +(5) The transfer of restricted Shares of the Company legally and indirectly held by +participants due to the lifting of restrictions shall remain subject to the provisions +of laws and regulations, the requirements of regulatory authorities and the stock +exchange, or other provisions of the Articles of Association. +2025 Restricted Share Incentive Scheme +(i) Purpose +The 2025 Restricted Share Incentive Scheme aims to further establish and improve the +Company ’s long-term incentive mechani sm, attract and retain talents, fully motivate the Company ’s +core team, and effectively align the interests of shareholders, the Company, and the individual +interests of the core team, so that all parties will make joint efforts for the long-term development +of the Company. +(ii) Participants +The participants of the 2025 Restricted Sha re Incentive Scheme include Mr. Wang and +employees with valid employment relationsh ips with the Company or its wholly-owned or +controlled subsidiaries. Eligible participants c over senior and middle management, core technical +personnel, core business personnel, key reserve talents, entrepreneurial team members, and +outstanding employees. To qualify as a reserve talent, an employee must have been with the +Company for at least one year, be under 45 years of age, demonstrate strong development +potential, and possess expertise in technical, sales, or management roles. Additionally, they must +express a commitment to grow with the Company for more than five years. Among them, the +education requirements are: college degree or above for aquaculture, processing, and sales; +bachelor ’s degree or above for management. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-30 – + + +--- page 449 --- +(iii) Administration +The 2025 Restricted Share Incentive Scheme shall be approved, amended and terminated by +the shareholders ’ meeting, and the handling and implementation of the scheme shall be authorized +to the Board and the chairman authorized by the Board of Directors. The Board and the chairman +authorized by the Board are responsible for formulating the scheme and implementing and +handling matters related to the sc heme in accordance with the authorization of the shareholders ’ +meeting, acting as the administrator of the scheme. +The Board within its scope of authority, authorizes the chairman of the Board to implement +and handle matters related to the 2025 Restricted Share Incentive Scheme. The specific authorized +matters are as follows: +(1) To specifically implement the 2025 Restricted Share Incentive Scheme and handle +matters related to the scheme, including sig ning all documents related to the scheme on +behalf of the Company; +(2) To determine or update the eligibility, list of participants, and number of shares in the +2025 Restricted Share Incentive Scheme, and grant shares under the scheme; +(3) To determine the relevant rights and oblig ations of each eligible participant upon +participating in the 2025 Restr icted Share Incentive Scheme; +(4) If the share incentive platform is structure d as a limited partnership, the chairman of the +Board is authorized to act as the executive partner of the platform and shall properly +perform his duties; +(5) To supervise the operation of the 2025 Restricted Shares Incentive Scheme in real time +during its implementation; +(6) To unlock sales restrictions and handle matters related to the transfer and re-granting of +shares due to participants ’ withdrawal from the 2025 Restricted Share Incentive +Scheme. +(7) To formulate, amend, sign or terminate agreements, notices and other documents related +to the 2025 Restricted Share Incentiv e Scheme on behalf of the Company; +(8) Other matters related to the specific imp lementation of the 2025 Restricted Share +Incentive Scheme; +(9) Other duties and powers granted by the Board. +Except as otherwise provided in the 2025 Restricted Share Incentive Scheme, any +modification to the scheme shall be considered and approved by the Company ’s Board. At the +same time, when the Board deliberates, the inte rested directors shall abstain from voting. +(iv) Source and maximum number of shares +The Company issues restricted Shares to the s hare incentive platform and participants +indirectly hold restricted Shares of the Company by holding equity interest in the share incentive +platform. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-31 – + + +--- page 450 --- +T h er e s t r i c t e dS h a r e sa r es u b j e c tt oal o c k - u pp e r i o da n dc a no n l yb eu n l o c k e du p o nt h e +fulfillment of specified unlock ing conditions. The maximum number of restricted Shares that may +be granted under the 2025 Restricted Sha re Incentive Scheme is 2,310,000 Shares. +(v) Date of grant and term of the Scheme +The date on which the restricted Shares are gr anted shall be determined by the chairman, as +authorized by the Board, after the approval of the 2025 Restricted Share Incentive Scheme by the +shareholders ’ meeting of the Company, and shall no t be a date prohibited by other laws, +regulations, regulatory documents or the Listing Rules. +(vi) Lock-up period +The lock-up period for restricted Shares granted under the 2025 Restricted Share Incentive +Scheme is from the date the participant is granted th e restricted Shares until the date such shares +are released from the restriction. Except as otherwise provided in the 2025 Restricted Share +Incentive Scheme, the restricted Shares granted to participants shall not be transferred, used as +security or to repay debts before the lifting of the restrictions on sale. +(vii) Conditions to the grant of restricted Shares: +1. The following conditions shall be fulfilled by the participants: +(1) Comply with the requirements of relevant laws and regulations and the 2025 +Restricted Share Incentive Scheme; +(2) Special talents who, while not meeting c ertain provisions of the 2025 Restricted +Share Incentive Scheme (except where participation is prohibited by laws, +regulations, normative documents, or other mandatory requirements), may be +granted special approval by the management if such talents are deemed to have a +s i g n i f i c a n ti m p a c to nt h eC o m p a n y’s development or to have made exceptional +contributions during critical periods or events. This category includes, but is not +limited to, individuals with performance ex ceeding expectations, high-potential +talents identified through talent reviews, and employees who have recently been +promoted. +2. Conditions under which grants are not permitted: +The Company shall not grant restricted S hares to the Participants if any of the +following circumstances occurs: +(1) the participant has been publicly censured or declared an unsuitable person by the +CSRC, the stock exchange where the Company ’s shares are proposed to be listed +and/or the securities regulator y authority where the Company ’ss h a r e sa r e +proposed to be listed (hereinafter referred to as the ‘‘Securities Regulatory +Authority ’’) within three years prior to the grant date; +(2) the participant has been subject to administrative penalties or market entry +prohibitions by Chinese government func tional departments due to material +violations of laws and regulations with in three years prior to the grant date; +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-32 – + + +--- page 451 --- +(3) any other circumstance under which a person may not serve as a director, +supervisor or senior management as stipulated in the PRC Company Law; +(4) the Company has sufficient evidence to prove that the participant, during their +tenure, caused losses to the Company due to illegal and disciplinary acts such as +misappropriation of funds, embezzlement, theft, disclosure of business and +technical secrets, which are detrimental to the Company ’s interests and reputation, +or due to serious dereliction of duty or malfeasance; +(5) the participant resigns for cause or is dismissed by the Company; +(6) other circumstances dete rmined by the administrator as not meeting the eligibility +requirements for participation in the scheme; +(7) other circumstances under which a pers on may not participate in equity incentive +schemes as determined by the CSRC, the stock exchange or other Securities +Regulatory Authorities. +(viii) Conditions for Unlocking: +1. The Company completes the company-level performance assessment requirements, and +the participants complete th e personal-level performance assessment requirements; +2. The participant ’s employment/engagement relationship with the Company is ongoing; +3. The Participant has not been subject to any of the circumstances under paragraph (vii) +above that would disqualify him/her from being granted restricted Shares; +4. Participants have not experienced the restric ted stock exit situations mentioned below; +5. If a participant encounters any of the following circumstances, the restricted Shares +granted to them shall, depending on the sp ecific situation, either remain with the +individual or be transferred to the executive p artner of the share incentive platform or to +a person designated and confirmed under the 2025 Restricted Share Incentive Scheme. +a. Non-fault termination +In any of the following circumstances, the portion of restricted Shares held by the +participant that has been unlocked shall be long to the participant, and the unlocked +portion shall be transferred in accordance with the provisions of the 2025 Restricted +Share Incentive Scheme, with the transfe r price calculated at the lowest of the +following: (1) grant price + 5% simple annual interest; (2) if the average stock price of +the Company within 20 trading days from the trigger date is lower than the grant price +after the Company ’s listing, it shall be calculated as the average stock price of the +Company within 20 trading days from the trigger date + 5% simple annual interest; (3) +the Company ’s unaudited net asset per share at the end of the most recent year + 5% +simple annual interest: +(i) The employment contract between the participant and the Company expires, +and both parties agree not to renew it after negotiation, or either the +Company or the participant proposes not to renew it; +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-33 – + + +--- page 452 --- +(ii) If the Participant ’s employment contract with the Company has not expired, +and the Participant (provided there are no major violations of laws and +regulations or serious breaches of Company rules and regulations by the +Participant) resigns from t he Company with the Company ’s consent; +(iii) The Company proposes to terminate the employment contract with the +Participant (where the Participant has not committed any material violations +of laws and regulations or serious breaches of the Company ’s rules and +regulations) before the expiry of the Participant ’s employment contract with +the Company. +b. Fault-based termination +If any of the following circumstances occur, the restricted Shares held by the +participant shall be handled as follows: The portion that has been released from lock-up +shall belong to the participan t, while the portion still under l ock-up shall be transferred +in accordance with the provisions of the 2025 R estricted Share Incentive Scheme. The +transfer price shall be calculated based on t he lowest of the following: (1) The original +grant price; (2) If, after the Company ’s listing, the average share price during the 20 +trading days following the trigger date is l ower than the grant price, then the average +share price during those 20 trading days; (3) The Company ’s unaudited net asset value +per share as of the most recent year-end. +The circumstances include: +(i) The participant is dismissed prior to the expiration of the employment +contract, and such dismissal is attributable to the participant ’sp o o r +performance, material legal or regulatory violation, or serious breach of the +Company ’s internal regulations; +(ii) If a participant is subject to any of the circumstances stipulated in the 2025 +Restricted Share Incentive Scheme under which restricted Shares may not be +granted; +(iii) If a participant ’s employment contract with the Company has not expired, +and the participant resigns without the Company ’s consent by completing +resignation procedures; +(iv) Where the participant is prosecu ted as a result of a criminal offense; +(v) The participant disposes of their re stricted Shares (including but not limited +to transfer, mortgage, pledge, gift, trust, etc.) without the consent of the +Administrator. +c. Unexpected conditions +If any of the following circumstances occurs to a participant, the restricted Shares +held by the participant that have been released from restrictions shall belong to the +participant, and the unreleased portion s hall be transferred in accordance with the +provisions of the 2025 Restricted Share Incentive Scheme, with the transfer price +calculated at the lower of the following prices: (1) grant price + 5% simple annual +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-34 – + + +--- page 453 --- +interest; (2) if the average share price of the Company within 20 trading days from the +trigger date is lower than the grant price after the Company ’s listing, it shall be +calculated based on the average share pr ice of the Company within 20 trading days +from the trigger date + 5% simple interest per annum; (3) the Company ’s audited net +asset value per share at the end of the most recent year + 5% simple interest per annum, +and the legally determined heirs shall cooperate in handling the relevant procedures: +(i) the participant no longer possesses the capacity for civil acts due to serious +illness or other reasons; +(ii) in the event of the death of the participant. +d. Employee Retirement +If a participant reaches the statutory retirement age and retires normally, and no +longer signs a re-engagement/renewal contract with the Company, the unrestricted +portion of the restricted Shares held by the p articipant shall belong to the participant, +and the unreleased portion shall be transferred in accordance with the provisions of the +2025 Restricted Share Incentive Scheme. The transfer price shall be calculated at the +lower of the following prices: (1) grant price + 5% annual simple interest; (2) if, after +the Company ’s listing, the average share price of the Company within 20 trading days +from the trigger date is lower than the grant price, it shall be calculated as the average +stock price of the Company within 20 trading days from the trigger date + 5% annual +simple interest; (3) the unaudited net asse t per share of the Company at the end of the +most recent year + 5% simple annual interest. +(ix) Unlocking of restricted Shares: +If the participants meet the conditions for lifting r estricted sales, they may exercise relevant +rights in accordance with the provisions of the 2025 Restricted Share Incentive Scheme. The +arrangements for lifting restricted sales shall be det ermined according to the following principles: +1. The restricted Shares held by the participant shall be subject to a lock-up period of 36 +months from the grant date. +2. After 36 months from the grant date, the res tricted Shares held by participants shall be +unlocked in two tranches, with 50% being unlocked on the 48th month and 60th month +from the grant date, respectively. +3. Special Provisions +(1) If the Company proceeds with listing, th e repurchase or transfer of restricted +Shares held by participants shall a lso comply with the relevant laws and +regulations. If there are other stipulatio ns in laws and regulations regarding the +reduction of holdings by participants, the relevant participants shall comply with +applicable provisions when di sposing of restricted Shares. +(2) The lock-up period and unlocking arrangements for newly granted restricted +Shares to participants under the 2025 Res tricted Share Incentive Scheme shall be +determined by the administrator on the g rant date. After the participants are +granted restricted Shares, they shall not di spose of the granted restricted Shares by +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-35 – + + +--- page 454 --- +way of gift, transfer, guarantee, debt repayment or other arrangements. The +restricted Shares granted to participants shall not be transferred during the +restricted period, except for transfers resulting from specific circumstances as +stipulated under the 2025 Restricted Share Incentive Scheme; new shares obtained +due to the Company ’s distribution of bonus shares, capitalization issue from +capital reserve, etc., shall be locke d up simultaneously, and the lifting of +restrictions on such new shares shall be the same as their corresponding restricted +Shares. +(3) The dividend of the restricted Shares gra nted to the participants will be paid to the +participants after the expiry of the lock-up period of the corresponding shares. If +the restricted sales cannot be lifted a ccording to the 2025 Restricted Share +Incentive Scheme, the dividends obtain ed by the participant during the lock-up +period shall be fully returned. +(4) If the restricted Shares cannot be unlocked according to the 2025 Restricted Share +Incentive Scheme or cannot be unlocked due to the failure to meet the unlocking +conditions, the restricted Shares held by th e participants shall be transferred by the +executive partner of the share incentive platform or the person designated by it +and confirmed according to the 2025 R estricted Share Incentive Scheme. +(5) The transfer of restricted Shares of the Company legally and indirectly held by +participants due to the lifting of restrictions shall remain subject to the provisions +of laws and regulations, requirements of regulatory authorities and stock +exchanges, or other provisions of the Articles of Association. +6. OTHER INFORMATION +A. Estate Duty +We have been advised that no material liability fo r estate duty under the PRC law is likely to fall +upon our Company or any member of our Group. +B. Litigation +As of the Latest Practicable Date, save as discl osed in this Prospectus, we were not involved in +any material litigation, arbitration or administrativ e proceedings, and so far as our Directors are aware, +no such material litigation, arbitration or administr ative proceedings are pending or threatened against +any member of our Group. +C. Joint Sponsors +The Joint Sponsors have declared its independence pursuant to Rule 3A.07 of the Listing Rules. +Our Company has entered into engagement agreements with the Joint Sponsors, pursuant to which our +Company agreed to pay an aggregate of USD700,000 to the Joint Sponsors to act as the sponsors to our +Company in connection with the Listing. +The Joint Sponsors has made an application on our behalf to the Stock Exchange for the listing of, +and permission to deal in, our H Shares. All necessary arrangements have been made to enable the H +Shares to be admitted into CCASS. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-36 – + + +--- page 455 --- +D. Compliance Advisor +We appointed Red Solar Capital Limited as our compliance advisor effective upon the Listing in +compliance with Rules 3A.19 of the Listing Rules. +E. Preliminary Expenses +As of the Latest Practicable Date , our Company has not incurred material preliminary expenses. +F. Promoters +The promoters of our Company are Mr. Wang, W illiam Francis Holst II, Chunan Hongpingguo, +Qianfa Group, East China Sea Fisheries Research In stitute, Chinese Academy of Fishery Sciences ( 中國 +水產科學研究院東海水產研究所), Chinese Academy of Fishery Sciences ( 中國水產科學研究院), +Newline Media, Zhejiang Yidu Venture Capital Co., Ltd. ( 浙江億都創業投資有限公司), Gaojing +Luoke, Hangzhou Lingfeng Cybernaut Venture Capital Partnership (Limited Partnership) ( 杭州靈峰賽伯 +樂創業投資合夥企業(有限合夥)), Hangzhou Tianhai Holding Group Co., Ltd. ( 杭州天海控股集團有限 +公司), Zhejiang Free Trade Zone Yuehai Enterprise Management Co., Ltd. ( 浙江自貿區悅海企業管理有 +限公司), Tibet Fumao Industrial Co., Ltd. ( 西藏福茂實業有限公司), Zhejiang Provincial Fisheries +Technology Extension Center ( 浙江省水產技術推廣總站), and Beijing Liantian Technology +Development Co., Ltd. ( 北京聯天科技發展有限責任公司). +Save as disclosed in this Prospectus, within the two years immediately preceding the date of this +Prospectus, no cash, securities or other interest ha ve been paid, allotted or given to the above promoters +in connection with the Global Offering or re lated transactions in this Prospectus. +G. Qualification of Experts +The qualifications of the experts, as defined under the Listing Rules, who have given their +opinions or advice in this Prospectus, are as follows: +Name Qualification +CITIC Securities (Hong Kong) +L i m i t e d.................. +A corporation licensed to conduct Type 4 (advising on +securities) and Type 6 (advisin g on corporate finance) of the +regulated activities as defined under the SFO +China Securities (International) +Corporate Finance Company +L i m i t e d.................. +A corporation licensed to conduct Type 1 (dealing in +securities) and Type 6 (advising on corporate finance) of +regulated activities as defined under the SFO +PricewaterhouseCoopers . . . . . . . . Certified Public Accountants under Professional +Accountants Ordinance (Cap. 50 of the Laws of Hong +Kong) +Registered Public Interest Entity Auditor under Accounting +and Financial Reporting Council Ordinance (Cap. 588 of the +Laws of Hong Kong) +T i a nY u a nL a wF i r m .......... L e g a la d v i s o ra st oP R Cl a w s +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-37 – + + +--- page 456 --- +Name Qualification +China Insights Industry +Consultancy Limited . . . . . . . . . +Independent industry consultant +AVISTA Asset Appraisal (Beijing) +C o . ,L t d ................. +Independent biological assets valuer +H. Consents of Experts +Each of the experts as referred to in ‘‘ — 6. Other Information — G. Qualification of Experts ’’ in +this Appendix has given, and has not withdrawn, its respective written consents to the issue of this +Prospectus with the inclusion of its reports and/or l etter and/or opinion and/or the references to its name +included herein in the form and context in which it is respectively included. +As of the Latest Practicable Date, none of the experts named above has any shareholding interests +in any member of our Group or the right (other than the penal provisions) of sections 44A of the +Companies (Winding Up and Miscellaneous Pr ovisions) Ordinance so far as applicable. +I. Taxation of Holders of H Shares +The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty if such sale, +purchase and transfer are effected on the H Share register of members of our Company, including in +circumstances where such transactions are effected on the Stock Exchange. The rate charged on each of +the purchaser and seller is 0.1% of the consideration of or, if higher, of the fair value of the H Shares +being sold or transferred. For further details in re lation to taxation, please refer to the section headed +‘‘Regulatory Overview — Laws and Regulations Relating to Maj or Taxes Applicable to the Company in +the PRC ’’ in this Prospectus. +J. No Material Adverse Change +Save as disclosed in this Prospectus, our Directors confirm that there has been no material adverse +change in our financial or operational position since December 31, 2025 and up to the Latest Practicable +Date. +K. Binding effect +This Prospectus shall have the effect, if an application is made in pursuance hereof, of rendering +all persons concerned bound by all the provisions (other than the penal provisions) of sections 44A and +44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance so far as applicable. +L. Related Party Transactions +Within the two years immediately preceding the date of this Prospectus, we have entered into the +related party transactions as described in Note 36 to the financial information in the Accountant ’s Report +set out in Appendix I to this Prospectus. +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-38 – + + +--- page 457 --- +M. Agency Fees or Commissions Paid or Payable +Save as disclosed in this Prospectus, no commissions, discounts, brokerages or other special terms +have been granted in connection with the issue or sale of any capital of any member of our Group +within the two years preceding the date of this Prospectus. +N. Miscellaneous +Save as disclosed in this Prospectus: +(i) within the two years immediately preceding the date of this Prospectus, we have not issued +or agreed to issue any share or loan capital f ully or partly paid either for cash or for a +consideration other than cash; +(ii) no share or loan capital of our Group, if any, is under option or is agreed conditionally or +unconditionally to be put under option; +(iii) we have not issued or agreed to issue any f ounder shares, management shares or deferred +shares; +(iv) our Group has no outstan ding convertible debt securities or debentures; +(v) there are no restrictions affecting the remitt ance of profits or repatriation of capital by us into +Hong Kong from outside Hong Kong; +(vi) within the two years immediately preceding the date of this Prospectus, no commission, +discount, brokerage or other special term has been granted in connection with the issue or +sale of any capital of our Company; +(vii) there is no arrangement under which future dividends are waived or agreed to be waived; +(viii) there has been no interruption in our busi ness which may have or have had a significant +effect on the financial position in the last 12 months; and +(ix) none of the equity and debt securities of our Co mpany, if any, is listed or dealt with in any +other stock exchange nor is any listing or permission to deal being or proposed to be sought. +O. Bilingual Prospectus +The English language and Chinese language versions of this Prospectus are being published +separately, in reliance upon the exemption pro v i d e db ys e c t i o n4o ft h eC o m p a n i e s( E x e m p t i o no f +Companies and prospectuses from Compliance with Provisions) Notice (Chapter 32L of the Laws of +Hong Kong). +APPENDIX IV STATUTORY AND GENERAL INFORMATION +– IV-39 – + + +--- page 458 --- +DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG +The documents attached to a copy of this Prospec tus and delivered to the Registrar of Companies +in Hong Kong for registration were: +(i) a copy of each of the material contracts referred to in ‘‘Statutory and General Information — +2. Further Information about our Business — A. Summary of Our Material Contracts ’’ in +Appendix IV to this Prospectus; and +(ii) the written consents referred to in ‘‘Statutory and General Information — 6. Other +Information — H. Consents of Experts ’’ in Appendix IV to this Prospectus. +DOCUMENTS AVAILABLE ON DISPLAY +Copies of the following documents will be published on the Stock Exchange ’s website at +www.hkexnews.hk and our website at www.kalugaqueen.com during a period of 14 days from the date +of this Prospectus: +(a) the Articles of Association; +(b) the audited consolidated financial state ments of our Group for the three years ended +December 31, 2023, 2024 and 2025; +(c) the accountant ’s report from PricewaterhouseCoopers, the text of which is set out in +Appendix I to this Prospectus; +(d) the report from PricewaterhouseCoopers on the unaudited pro forma financial information of +our Group, the text of which is set out in Appendix II to this Prospectus; +(e) the industry report issued by China Insights Industry Consultancy Limited referred to in +‘‘Industry Overview ’’ in this Prospectus; +(f) the PRC legal opinion issued by Tian Yuan Law Firm, our PRC Legal Advisor, in respect of, +among other things, certain general corporate matters and property interests matters of our +Group; +(g) the valuation report considering the fair values of biological assets belonging to our Group +prepared by AVISTA; +(h) the material contracts referred to in ‘‘Statutory and General Information — 2. Further +Information about our Business — A. Summary of Our Material Contracts ’’ in Appendix IV +to this Prospectus; +(i) the written consents referred to in ‘‘Statutory and General Information — 6. Other +Information — H. Consents of Experts ’’ in Appendix IV to this Prospectus; +(j) the contracts and appointment letters referred to in the section headed ‘‘Statutory and General +Information — 3. Further Information About Our Directors and Substantial Shareholders — +A. Particulars of Directors ’ Contracts ’’ in Appendix IV to this Prospectus; and +(k) the PRC Company Law, the Securities Law of the PRC, and the Overseas Listing Trial +Measures, together with unofficial English translations. +APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF +COMPANIES IN HONG KONG AND AVAILABLE ON DISPLAY +– V-1 – + + +--- page 459 --- +Hangzhou Qiandaohu Xunlong Sci-tech Co., Ltd. +ʮ̡ diff --git a/data/extracted_text/06915/prospectus_2026-06-22_2026062200065.txt b/data/extracted_text/06915/prospectus_2026-06-22_2026062200065.txt new file mode 100644 index 0000000..794791a --- /dev/null +++ b/data/extracted_text/06915/prospectus_2026-06-22_2026062200065.txt @@ -0,0 +1,26508 @@ +--- page 1 --- +Jiangxi Institute of Biological Products Inc. +Jiangxi Institute of Biological Products Inc. +ʮ̡ +Jiangxi Institute of Biological Products Inc. +ʮ̡ +ʮ̡ +(A joint stock company incorporated in the People’s Republic of China with limited liability) +Stock Code : 6915 +GLOBAL +OFFERING +Joint Sponsors, Sponsor-Overall Coordinators, Joint Overall Coordinators, +Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +Joint Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager +Joint Bookrunners and Joint Lead Managers + + +--- page 2 --- +IMPORTANT: If you are in any doubt about any of the contents of this pro spectus, you should obtain professional independent advice. +Jiangxi Institute of Biological Products Inc. +江 西 生 物 製 品 研 究 所 股 份 有 限 公 司 +(A joint stock company incorporated in the Peopl e’s Republic of China with limited liability) +Global Offering +Number of Offer Shares under the Global Offering : 36,234,500 H Shares (subject to the Over-allotment +Option) +Number of Hong Kong Offer Shares : 3,623,500 H Shares (subject to reallocation) +Number of International Offer Shares : 32,611,000 H Shares (subject to reallocation and +the Over-allotment Option) +Maximum Offer Price : HK$13.06 per H Share, plus brokerage of 1.0%, +SFC transaction levy of 0.0027%, AFRC +transaction levy of 0.00015% and Hong Kong +Stock Exchange trading fee of 0.00565% +(payable in full on application in Hong Kong +dollars and subject to refund) +Nominal value : RMB1.00 per H Share +Stock code : 6915 +Joint Sponsors, Sponsor-Overall Coordinators, Joint Overall Coordinators, Joint Global Coordinators, +Joint Bookrunners and Joint Lead Managers +Joint Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager +Joint Bookrunners and Joint Lead Managers +Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Li mited 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 an y loss howsoever +arising from or in reliance upon the whole or any part of the contents of this prospectus. +A copy of this prospectus, having attached thereto the documents specified in Appendix VIII to this prospectus, has been registered by the Registrar o f Companies in +Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The +Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility as to the contents of this prospectus or any +other documents referred to above. +The Offer Price is expected to be fixed by agreement between the Joint Overall Coordinators (for themselves and on behalf of the Underwriters) and us on the Price +Determination Date. The Price Determination Dat e is expected to be on or around Friday, June 26, 2026 ( H o n gK o n gt i m e )a n d ,i na n ye v e n t ,n o tl a t e rt h a n12 : 00 noon +on Friday, June 26, 2026 (Hong Kong time). The Offer Price will not be more than HK$13.06 per Offer Share and is current ly expected to be not less than HK$9 .33 per +Offer Share. If, for any reason, the Offer Price is not agreed by 12 : 00 noon on Friday, June 26, 2026 (Hong Kong time) between the Joint Overall Coordinat ors (for +themselves and on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse. Applicants for Hong Kong Offer Shares may be r equired to +pay, on application (subject to application channels), the maximum Offer P rice of HK$13.06 for each Hong Kong Offer Share together with a brokerage fe eo f1 % ,a +SFC transaction levy of 0.0027%, a Stoc k Exchange trading fee of 0.00565% and a n AFRC transaction levy of 0.00015%. +The Joint Overall Coordinators (for themselves and on behalf of the Underwrite rs) may, with our consent, reduce the number of Offer Shares being offer ed under the Global +Offering and/or the indicative Offer Price range below that stated in this pr ospectus at any time on or prior to the morning of the last day for lodging ap plications under the +Hong Kong Public Offering. In such case, an announcement will be published on the websites of the Stock Exchange at +www.hkexnews.hk and our Company at +www.jxswzp.cn not later than the morning of the last day for lodging applicat ions under the Hong Kong Public Offering. 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 Hong Kong Offer Shares’’ in this pro spectus. +The obligations of the Hong Kong Underwriters under the Hong Kong Underwriti ng Agreement are subject to termination by the Joint Overall Coordinator s (for themselves +and on behalf of the Hong Kong Underwriters) if certain events occur prior to 8 : 00 a.m. on the Listing Date. See ‘‘Underwriting’’ in this prospectus. +The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States, and may not be of fered, sold, +pledged or transferred within the United States, except that Offer Shares may be offered, sold or delivered outside the United States in offshore tran sactions in reliance +on Regulation S. +ATTENTION +We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic in +relation to the Hong Kong Public Offering. +This prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at www.jxswzp.cn . If you require a printed copy +of this prospectus, you may downloa d and print from the websites above. +June 22, 2026 +IMPORTANT + + +--- page 3 --- +IMPORTANT NOTICE TO INVESTORS +OF HONG KONG OFFER SHARES +FULLY ELECTRONIC APPLICATION PROCESS +We have adopted a fully electronic application process for the Hong Kong Public Offering and +below are the procedures for application. +This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under +the ‘‘HKEXnews > New Listings > New Listing Information’’ section, and our website at +www.jxswzp.cn. 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 HK eIPO White Form service at www.hkeipo.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 the electronic version of this prospectus are identical +to the printed prospectus as registered with the Registrar of Companies in Hong Kong pursuant to +Section 342C of the Companies (Winding Up an d Miscellaneous Provisions) Ordinance. +If you are an intermediary , broker or agent , please remind your customers, clients or +principals, as applicable, that this prospectus i s available online at the website addresses above. +Please refer to the section headed ‘‘How to A pply 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 +–i– + + +--- page 4 --- +Your application through the HK eIPO White Form service or the HKSCC EIPO channel +must be for a minimum of 500 Hong Kong Offer Shares and in one of the numbers set out in the +table below. If you are applying through the HK eIPO White Form service, you may refer to the +table below for the amount payable for the number of H Shares you have selected. You must pay +the respective maximum amount payable on applic ation in full upon application for Hong Kong +Offer Shares. If you are applying through the HKS CC EIPO channel, you are required to prefund +your application based on the amount specified by your broker or custodian, as determined based +on the applicable laws and r egulations in Hong Kong. +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allotment +H K $H K $H K $H K $ +500 6,595.86 7,000 92,341.98 50,000 659,585.50 700,000 9,234,197.06 +1,000 13,191.71 8,000 105,533.68 60,000 791,502.61 800,000 10,553,368.08 +1,500 19,787.57 9,000 118,725.39 70,000 923,419.70 900,000 11,872,539.09 +2,000 26,383.43 10,000 131,917.11 80,000 1,055,336.81 1,000,000 13,191,710.10 +2,500 32,979.27 15,000 197,875.65 90,000 1,187,253.91 1,200,000 15,830,052.12 +3,000 39,575.13 20,000 263,834.20 100,000 1,319,171.01 1,400,000 18,468,394.15 +3,500 46,170.98 25,000 329,792.76 200,000 2,638,342.02 1,600,000 21,106,736.15 +4,000 52,766.84 30,000 395,751.31 300,000 3,957,513.04 1,811,500 +(1) 23,896,782.85 +4,500 59,362.70 35,000 461,709.86 400,000 5,276,684.05 +5,000 65,958.55 40,000 527,668.40 500,000 6,595,855.06 +6,000 79,150.27 45,000 593,626.96 600,000 7,915,026.05 +(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the Hong +Kong Offer Shares initially offered. +(2) The amount payable is inclusive of brokerage, SFC tr ansaction levy, the Stock Exchange trading fee and +AFRC transaction levy. If your application is successfu l, brokerage will be paid to the Exchange Participants +(as defined in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made +through the application channel of the HK eIPO White Form service) while the SFC transaction levy, the +Stock Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and +the AFRC, respectively. +No application for any other number of Hong Kong Offer Shares will be considered and any +such application is liable to be rejected. +IMPORTANT +–i i– + + +--- page 5 --- +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 Hong Kong Stock +Exchange at www.hkexnews.hk and the Company at www.jxswzp.cn . +H o n gK o n gP u b l i cO f f e r i n gc o m m e n c e s ................................ 9 : 0 0a . m .o n +Monday, June 22, 2026 +Latest time for completing electronic applications under the +HK eIPO White Form service via the designated website at +www.hkeipo.hk ...............................................1 1 : 3 0a . m .o n +Thursday, June 25, 2026 +Application lists of the Hong Kong Public Offering open (3) ..................1 1 : 4 5a . m .o n +Thursday, June 25, 2026 +Latest time for (a) completing payment of +HK eIPO White Form applications by effecting internet +banking transfer(s) or PPS payment transfer(s) and (b) +giving electronic application instructions to HKSCC (4) ................... 1 2 : 0 0n o o no n +Thursday, June 25, 2026 +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 latest time for giving such instructions which may +be different from the latest time as stated above. +Application lists of the Hong Kong Public Offering close (3) ................ 1 2 : 0 0n o o no n +Thursday, June 25, 2026 +Expected Price Determination Date (5) ........................ a to rb e f o r e1 2 : 0 0n o o no n +Friday, June 26, 2026 +Announcement of the Offer Price, the level of indications of +interest in the International Offering, the level of +applications in the Hong Kong Public Offering and the +basis of allocation of the Hong Kong Offer Shares to be +published on the website of the Hong Kong Stock +Exchange at +www.hkexnews.hk and the Company’s +website at www.jxswzp.cn .............................. a to rb e f o r e1 1 : 0 0p . m .o n +Monday, June 29, 2026 +Results of allocations in the Hong Kong Public Offering to +be available through a variety of channels, including: +. in the announcement to be posted on the Hong Kong +Stock Exchange at www.hkexnews.hk and our website +at www.jxswzp.cn , respectively (9) .......................... M o n d a y ,J u n e2 9 ,2 0 2 6 +. from ‘‘Allotment Results’’ page at the designated +results of allocations website at +www.tricor.com.hk/ipo/result or +www.hkeipo.hk/IPOResult w i t ha‘ ‘ s e a r c hb yI D ’ ’ +f u n c t i o nf r o m.............................................. 1 1 : 0 0p . m .o n +Monday, June 29, 2026 to +12 : 00 midnight on +Sunday, July 5, 2026 +EXPECTED TIMETABLE (1) +– iii – + + +--- page 6 --- +. from the allocation results telephone enquiry line by +calling +852 3691 8488 between 9 : 00 a.m. and 6 : 00 +p . m .f r o m ......................................... T u e s d a y ,J u n e3 0 ,2 0 2 6t o +Monday, July 6, 2026 +(excluding Saturday, +Sunday and public +holiday in Hong Kong) +Dispatch of H Share certificates or deposit of H Share +certificates in CCASS in respect of wholly or partially +successful applications pursuant to the Hong Kong Public +Offering on or before +(7)(9)(10) .............................. M o n d a y ,J u n e2 9 ,2 0 2 6 +Dispatch of HK eIPO White Form e-Auto Refund payment +instructions/refund cheques in respect of (i) wholly or +partially successful applicat ions if the final Offer Price is +less than the price payable on application (if applicable) +and (ii) wholly or partially un successful applications +pursuant to the Hong Kong Public Offering on or +before +(8)(9) ............................................ T u e s d a y ,J u n e3 0 ,2 0 2 6 +Dealings in H Shares on the Hong Kong Stock Exchange +e x p e c t e dt oc o m m e n c eo n ................................. T u e s d a y ,J u n e3 0 ,2 0 2 6 +Notes : +(1) All dates and times refer to Hong Kong da tes and times, except as otherwise stated. +(2) You will not be permitted to submit your application under the HK eIPO White Form service through the designated +website at www.hkeipo.hk after 11 : 30 a.m. on the last day for submitting applications. If you have already submitted +your application and obtained an application reference number from the designated website prior to 11 : 30 a.m., you +will be permitted to continue the application process (by completing payment of the application monies) until 12 : 00 +noon on the last day for submitting applica tions, when the application lists close. +(3) If there is/are Bad Weather Signal(s) (as defined in the section headed ‘‘How to Apply for Hong Kong Offer Shares — +A. Applications for the Hong Kong Offer Shares — 8. Bad Wea ther Arrangements’’ in this prospectus) in force in Hong +Kong at any time between 9 : 00 a.m. and 12 : 00 noon on Thu rsday, June 25, 2026, the application lists will not open or +close on that day. Further information is set out in ‘‘How to Apply for Hong Kong Offer Shares — A. Applications for +the Hong Kong Offer Shares — 8. Bad Weather Arrangements’’ in this prospectus. +(4) Applicants who apply for Hong Kong Offer Shares by giving e lectronic application instructions to HKSCC should refer +to ‘‘How to Apply for Hong Kong Offer Shares — A. Applicati ons for the Hong Kong Offer Shares’’ in this prospectus. +(5) The Price Determination Date is expected to be on or about Friday, June 26, 2026, and in any event, not later than +12 : 00 noon on Friday, June 26, 2026. If, for any reason, the O ffer Price is not agreed betwe en the Overall Coordinators +(for themselves and on behalf of the Underwriters) and us by 12 : 00 noon on Friday, June 26, 2026, the Global Offering +will not proceed and will lapse. +(6) None of the websites or any of the information contained on the websites forms part of this prospectus. +(7) The H Share certificates will only be come valid evidence of title at 8 : 00 a.m. on Tuesday, June 30, 2026, provided that +the Global Offering has become unconditional in all respects and neither of the Underwriting Agreements has been +terminated prior to 8 : 00 a.m. on Tuesday, June 30, 2026 . Investors who trade H Shares on the basis of publicly +available allocation details prior to the re ceipt of H Share certificates or prior to the H Share certificates becoming valid +evidence of title do so entirely at their own risk. +(8) HK eIPO White Form e-Auto Refund payment instructions/refund c heques will be issued in respect of wholly or +partially unsuccessful applications pursuant to the Hong Kong Public Offering and in respect of wholly or partially +successful applications if the final Offer Price is less than the price paid per Offer Share on application. Part of the +applicant’s identification document number, or, if the applic ation is made by joint applicants, part of the identification +document number of the first-named applicant, provided by the applicant(s) may be printed on the refund cheque, if +a n y .S u c hd a t aw o u l da l s ob et r a n s f e r r e dt oat h i r dp a r t yf o rr e f u n dp u r p o s e s .B a n k sm a yr e q u i r ev e r i f i c a t i o no fa n +applicant’s identification document number before encashment of the refund cheque. Inaccurate completion of an +applicant’s identification document number may invalidate or delay encashment of the refund cheque. +(9) Applicants being individuals who are eligible for persona l collection may not authorize any other person to collect on +their behalf. For each applicant which is a c orporation eligible for pe rsonal collection, its author ized representative who +will collect on its behalf must bear a l etter of authorization from the corporate applicant stamped with its company +chop. All such individual applicants and authorized repre sentatives of corporate applicants must produce evidence of +identity acceptable to the H Share Registrar at the time of collection. +EXPECTED TIMETABLE (1) +–i v– + + +--- page 7 --- +Applicants who have applied through the HK eIPO White Form service and paid their applications monies through +single bank accounts may have refund monies (if any ) dispatched to their bank account in the form of HK eIPO White +Form e-Auto Refund payment instructions. Applicants who have applied through the HK eIPO White Form service and +paid their application monies through multiple bank acc ounts may have refund monies (if any) dispatched to the +address as specified in their application instructions in the form of refund cheques in favor of the applicant (or, in the +case of joint applications, the first-named applicant) by ordinary post at their own risk. +Any uncollected H Share certificates will be dispatched by ordinary post, at their own risk, to the addresses specified in +the relevant applications. For further information, app licants should refer to ‘‘How to Apply for Hong Kong Offer +Shares — A. Applications for The Hong Kong Offer Shares — 10. Dispatch/Collection of H Share Certificates and +Refund of Application Monies.’’ +Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer to ‘‘How to +Apply for Hong Kong Offer Shares — A. Applications for The Hong Kong Offer Shares — 10. Dispatch/Collection of +H Share Certificates and Refund of Applicatio n Monies’’ in this prospectus for details. +The above expected timetable is a summary onl y. For details of the structure of the Global +Offering, including its conditions, and the procedures for applications for Hong Kong Offer Shares, +please refer to ‘‘Structure and Conditions of t he Global Offering’’ and ‘‘How to Apply for Hong +Kong Offer Shares’’ in this prospectus, respectively. +If the Global Offering does not become unconditional or is terminated in accordance with its +terms, the Global Offering will not proceed. In s uch a case, we will make an announcement as soon +as practicable thereafter. +EXPECTED TIMETABLE (1) +–v– + + +--- page 8 --- +IMPORTANT NOTICE TO PROSPECTIVE INVESTORS +This prospectus is issued by us solely in connection with the Hong Kong Public Offering and the +Hong Kong Offer Shares and does not constitute an offer to sell or a solicitation of an offer to buy +any security other than the Hong Kong Offer Shares offered by this prospectus pursuant to the Hong +Kong Public Offering. This prospectus may not be used for the purpose of making, and does not +constitute, an offer or invitation in any other jurisdiction or in any other circumstances. No action has +been taken to permit a public offering of the Hong Kong Offer Shares in any jurisdiction other than +Hong Kong and no action has been taken to permit the distribution of this prospectus in any +jurisdiction other than Hong Kong. The distribution of this prospectus for purposes of a public +offering and the offering and sale of the Hong Kong Offer Shares in other jurisdictions are subject to +restrictions and may not be made except as permitted under the applicable securities laws of such +jurisdictions pursuant to registration with or authorization by the relevant securities regulatory +authorities or an exemption therefrom. +You should rely only on the information contained in this prospectus to make your investment +decision. The Hong Kong Public Offering is made solely on the basis of the information contained +and the representations made in this prospectus. We have not authorized anyone to provide you with +information that is different from what is contained in this prospectus. Any information or +representation not contained nor made in this prospectus must not be relied on by you as having been +authorized by us, the Joint Sponsors, the Joint Overall Coordinators, the Joint Global Coordinators, +the Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, the +Underwriters, any of our or their respective directors, officers, employees, agents, or +representatives of any of them or any other parties involved in the Global Offering. +Page +Expected Timetable ................................................................ i i i +Contents .......................................................................... v i +Summary .......................................................................... 1 +Definitions ......................................................................... 1 6 +Glossary of Technical Terms ........................................................ 2 3 +Forward-Looking Statements ........................................................ 2 7 +Risk Factors ....................................................................... 2 8 +Waivers from Strict Compliance with Listing Rules .................................... 5 9 +Information about this Prospectus and the Global Offering ............................. 6 2 +Directors and Parties Involved in the Global Offering .................................. 6 5 +Corporate Information .............................................................. 7 0 +Industry Overview .................................................................. 7 2 +Regulatory Overview ............................................................... 9 9 +History, Development and Corporate Structure ........................................ 1 1 7 +Business ........................................................................... 1 3 8 +Directors and Senior Management ................................................... 1 9 7 +Relationship with Our Controlling Shareholders ....................................... 2 1 2 +Connected Transactions ............................................................. 2 1 5 +CONTENTS +–v i– + + +--- page 9 --- +Page +Substantial Shareholders ............................................................ 2 1 8 +Cornerstone Investor ................................................................ 2 1 9 +Share Capital ...................................................................... 2 2 4 +Financial Information ............................................................... 2 2 6 +Future Plans and Use of Proceeds .................................................... 2 6 5 +Underwriting ....................................................................... 2 6 9 +Structure of the Global Offering ..................................................... 2 8 0 +How to Apply for Hong Kong Offer Shares ........................................... 2 8 9 +Appendix I — Accountants’ Report ............................................. I - 1 +Appendix II — Unaudited Pro Forma Financial Information ....................... I I - 1 +Appendix III — Property Valuation Report ....................................... III-1 +Appendix IV — Taxation and Foreign Exchange .................................. I V - 1 +Appendix V — Summary of Principal Legal and Regulatory Provisions ............. V - 1 +Appendix VI — Summary of Articles of Association ............................... V I - 1 +Appendix VII — Statutory and General Information ............................... V I I - 1 +Appendix VIII — Documents Delivered to the Registrar of Companies and +Available on Display .......................................... V III-1 +CONTENTS +–v i i– + + +--- page 10 --- +This summary aims to give you an overview of the information contained in this prospectus and +is qualified in its entirety by, and should be read in conjunction with, the more detailed information +and financial information appearing elsewhere in this prospectus. As this is a summary, it does not +contain all the information that may be important to you and we urge you to read the entire +prospectus carefully before making your investment decision. There are risks associated with any +investment. Some of the particular risks in investing in the Offer Shares are set out in the section +headed ‘‘Risk Factors’’ in this prospectus. You sh ould read that section carefully before you decide to +invest in the Offer Shares. +OVERVIEW +We are the largest provider and exporter of human tetanus antitoxins (‘‘ Human TAT ’’), in +China. Tetanus antitoxin is an antiserum that pro vides immediate protection and treatment against +tetanus infection by neutra lizing the toxin produced by Clostridium tetani, the bacterium responsible +for tetanus. Antiserum refers to a class of biolog ical products that cont ain immunoglobulins (also +known as antibodies, namely, proteins mainly p roduced by plasma cells that are used by the immune +system to identify and neutralize patho gens or toxins) or immunoglobulin F(ab’) 2 fragments and are +prepared from immunized plasma. Immunized plasma refers to the liquid component of blood +collected from animals who have been vaccinated or exposed to a specific pathogen or toxin and +contains antibodies capable of recognizing and combating that pathogen or toxin. Antiserum is used +to provide passive immunization through directly a dministering antibodies and offering immediate +protection and treatment against various critical medical conditions, including tetanus, snakebite +envenoming (which refers to poisoning caused by sn akebites) and rabies, which require immediate +intervention to neutralize pathogens or toxins and save lives. The Chinese and global human +antiserum markets are large with significant gro wth potential. According to Frost & Sullivan, the +global human antiserum market increased f rom US$281.8 million in 2020 to US$437.6 million in +2025, and is expected to continue to increase to U S$1,399.9 million in 203 0 and US$2,860.7 million +in 2035. The human antiserum market in China increased from US$50.2 million in 2020 to US$64.2 +million in 2025, and is expected to continue to in crease to US$190.2 million in 2030 and US$440.5 +million in 2035. +We are the largest Human TAT provider in China and globally in terms of sales volume in +2025, with a market share of 65.8% and 45.8%, respectively, according to Frost & Sullivan. Our +total sales volume of Human TAT in 2025 was 29.9 million units, with 13.5 million units sold in +China and 16.4 million units exported to overseas markets. We are also the largest Human TAT +provider in China and globally in terms of revenue in 2025, with a market share of 66.9% and 33.2%, +respectively, according to Frost & Sullivan. W e have consistently dominated the Human TAT +market in China, maintaining a market share of a bove 50% for 19 consecutive years, according to +Frost & Sullivan. During the Track Record Period, our Human TAT has been exported to more than +30 countries and regions in Asia and Africa, accounting for nearly 100% of China’s export volume. +We are the largest Human TAT provider in the Philip pines and Egypt, with market shares of around +90% in terms of sales volume in 2025, according to Frost & Sullivan. +During the Track Record Period, benefiting f rom our successful bid under the VBP scheme for +Human TAT, established distribution network and strong market recognition in the domestic +market, and the continued growth of export sale s in overseas markets, our business experienced +strong growth. Our total revenue increased f rom RMB198.0 million in 2023 to RMB235.4 million in +2025. Our profit for the year also surged fro m RMB55.5 million in 2023 to RMB94.8 million in 2025. +However, we expect our net profit for the year ending December 31, 2026 to substantially decrease as +compared to 2025. For more details, please see ‘‘— Recent Developments’’ in this section. +SUMMARY +–1– + + +--- page 11 --- +We have built a synergistic portfolio of human and veterinary pharmaceutical products. In addition to Human TAT, our existing products +include veterinary tetanus antitoxin and pregnant mare serum gonadotropin (‘‘ PMSG ’’) which are poised for market launch upon completion of +re-registration of marketing approvals. We have also built a diversified pipeline targeting various market se gments, including a series of human +snake antivenoms, equine rabies immunoglobulin F(ab’) 2, and a variety of veterinary anti-infective drugs. The following chart summarizes the +development status of our major existing products and product candidates as of the Latest Practicable Date: +Product +For Human Use +Human tetanus antitoxin +Agkistrodon halys +antivenom +Agkistrodon acutus +antivenom +Polyvalent snake +antivenom +Equine rabies +immunoglobulin F(ab’)2 +Veterinary tetanus +antitoxin(2) +PMSG(2) +Bursal peptide injection(3) +Pig spleen transfer factor(3) +Recombinant porcine +interferon α(3) +Antiserum product +Antiserum product +Antiserum product +Antiserum product +Antiserum product +Antiserum product +Serum-derived +product +Anti-infective drug +Anti-infective drug +Anti-infective drug +For Human Use For Veterinary Use +Tetanus infection +Agkistrodon halys venom infection +Agkistrodon acutus venom +infection +Multiple types of +snake venom infections +Rabies virus infection +Animal tetanus infection +Promotion of livestock follicular +development and breeding +management +Enhancement of humoral immune +function in pigs and chickens +Enhancement of cellular immune +function in pigs +Porcine transmissible +gastroenteritis +Internally- +developed +Internally- +developed +Internally- +developed +Internally- +developed +Internally- +developed +Internally- +developed +Internally- +developed +Licensed-in +Licensed-in +Licensed-in China, MOA +China, MOA +China, MOA +China, MOA +China, MOA +China, NMPA +China, NMPA +China, NMPA +China, NMPA +China, NMPA(4) +Phase I clinical completed +Phase I clinical trial ongoing since December 2025 +Process research ongoing +Process research ongoing +Initiate Phase II clinical trial +in June 2026 +/ +Complete Phase I clinical trial +in June 2026 +Complete process research +in 2027 +Complete process research +in 2027 +Obtain marketing +approval in June 2026 +Obtain new veterinary drug +certificate in July 2026 +Market launch in Q4 2026 +Submit new veterinary drug +application in September 2026 +For Veterinary Use +Type Indication +Internally +developed/ +Licensed-in +Process +Research +Preclinical/ +IND Clinical(1) +Application/ +Reregistration for +Marketing Approval +Marketing Approval Upcoming Milestone +Global +Global +Global +Global +Global +Global +Global +Global +Global +Global +Commercial Rights +Targeted Jurisdictions +and +Competent Authorities +Marketing approval obtained and commercialized +NVDA filed +Marketing approval obtained in September 2025 +Preparation for NVDA +Re-registration application submitted +Re-registration application approved in March 2026 Market launch in July 2026 +Abbreviations: NMPA = the National Medical Products Administration of the PRC ( 中華人民共和國國家藥品監督管理局), the successor to the China Food and Drug +Administration ( 國家食品藥品監督管理總局); MOA = Ministry of Agriculture and Rural Affairs of the PRC ( 中華人民共和國農業農村部); NVDA = new veterinary drug +application. +Notes: +(1) Development of human pharmaceutical products typically progresses th rough multiple phases (generally from Phase I to Phase III) of clinical tri als before new drug +application (‘‘NDA’’) submissions, while the development process of biological veterinary pharmaceutical products does not necessarily need to go through Phase I to +Phase III clinical trials and therefore offers veterinary dr ug developers more flexibilit y in clinical trial designs. +(2) Our veterinary TAT and PMSG, as well as certain hormonal pharmaceutical drugs designed to complement or support PMSG treatments, are poised for ma rket launch +upon completion of re-registration of marketing approvals. Chifeng Bo-en Pharmaceutical, which became our subsidiary in 2020, obtained marketing approvals in +China for veterinary TAT and PMSG in 2018, which expired in 2023. Following th e acquisition, we decided to redesign the veterinary drug manufacturing facility in +Chifeng with technological upgrades and process improvements, which are necessary to comply with certain more stringent quality standards require db yt h el a t e s t +version Chinese Veterinary Pharmacopoeia issue d by the Ministry of Agriculture and Rural Affairs of the PRC in 2020. As a result, the production has be en suspended +since early 2021, and the marketing approvals were not renewed upon expirati on. We had submitted re-registration application for veterinary TAT in C hina and expect +to receive the approval in June 2026. We received the re-registration approval for PMSG in March 2026. +(3) We have in-licensed the manufacturing a nd commercialization rights to these pro duct candidates on a non-exclusive basis. +(4) In addition to the domestic sales, our Human TAT has been exported to more than 30 countries and regions in Asia an dA f r i c ad u r i n gt h eT r a c kR e c o r dP e riod. +SUMMARY +–2– + + +--- page 12 --- +We are one of the few antiserum companies in China and globally to achieve full-industry-chain +integration, according to Frost & Sullivan, with end -to-end capabilities spanning the entire industry +value chain — from animal farming and breeding, antigen development and testing, host animal +immunization, immunized plasma collection to antib ody purification and formulation. Our animal +immunization and antiserum prepar ation processes are underscored by a comprehensive technology +platform, which integrates advanced purificati on and formulation technologies and allows us to +maintain high technical barriers and ensure s the quality and efficacy of our products. +We have the largest equine breeding and immuni zed plasma collection facility operated in +accordance with the GMP standard in China, ensuri n gas t a b l es u p p l yo fh i g h - q u a l i t yr a wm a t e r i a l s +for our antiserum and serum-derived products. We have established in-house manufacturing +facilities for human and veterinary pharmaceutica l products to ensure scalability, quality, and cost +efficiency. +The following map illustrates the geographical d istribution of our key production facilities and +operational bases as of December 31, 2025 : +Inner Mongolia Ñ Chifeng +Production of veterinary pharmaceutical products +Jiangxi Ñ Ji’an +Production of human pharmaceutical products +Shenzhen +R&D center (under construction) +Hainan +Provision of technical services for +pharmaceutical R&D +Gansu Ñ Zhangye +Horse breeding and plasma collection +South China Sea +We maintain a global sales and distribution n etwork. This network ensures broad market +coverage and efficient delivery of our products to over 27,000 medical institutions, including over +1,700 tertiary medical institutions. +OUR COMPETITIVE STRENGTHS +We believe that we have the follo wing competitive strengths: +. A fully integrated antiserum platform comp any, driven by a synergistic portfolio of +human and veterinary pharmaceutical product s and well-positioned to capture significant +global market opportunities +. A differentiated pipeline of human and veter inary pharmaceutical product candidates +targeting growing market segments, creating significant opportunities for revenue growth +. A comprehensive technology platform, enabl ing continuous optimization and innovation +of animal immunization and antiserum preparation processes +. Well-established commercial capabilities w ith global sales and distribution network +. Distinct full-industry-chain capabilities wit h rigorous quality control system, ensuring +stable supply and cost efficiency +. Experienced management team with profound industry insight +OUR BUSINESS STRATEGIES +We plan to implement the following strategies: +. Further solidify our leadership position in the Human TAT market +. Rapidly advance the development of human antiserum product pipeline +. Accelerate the development and market penetration of our veterinary pharmaceutical +product offering +. Further optimize our technologies and proce sses to enhance product quality and efficacy +. Further enhance our full-industry-chain capabilities +SUMMARY +–3– + + +--- page 13 --- +OUR PRODUCTS AND SERVICES +During the Track Record Period, our principal source of revenue was the sales of Human TAT, +which accounted for 93.0%, 93.3% and 96.4% of our t otal revenue for the years ended December 31, +2023, 2024 and 2025, respectively. In addition to the sales of Human TAT, we generated revenue +from the sales of other products and the provision of technical services. The revenue from the sales +of other products represented 1.4%, 3.4% and 1.2% of our total revenue in 2023, 2024 and 2025, +respectively, while the revenue from technical services accounted for 5.6%, 3.3% and 2.4% of our +total revenue in 2023, 2024 and 2025, respectively. +Our Existing Product Portfolio +Human TAT +Human TAT is an antiserum product containing antibodies to prevent and treat tetanus, an +acute infection caused by Clostridium tetani . It is primarily used for tetanus prophylaxis in high-risk +individuals and treatment of patients with tet anus symptoms. Our Human TAT is listed in Part A of +the NRDL ( 國家甲類醫保品種), the National Essential Drug List ( 國家基本藥目錄) and National +Emergency and Rescue Drugs Directory ( 國家急(搶)救藥品目錄), and is well recognized for its +stable quality, reliability, and ease of adminis tration. With its proven efficacy and affordable +pricing, it has gained widespread a cceptance in clinical practice. +In 1997, Jiangxi Institute of Biological Products ( 江西生物製品研究所), to which the history of +our Group can be traced back, obtained the marke ting approval for Human TAT from the relevant +government authority in China. In 2023, 2024 and 2025, the sales revenue of our Human TAT +amounted to RMB184.1 million, RMB205.9 million and RMB226.8 million, respectively, +representing a CAGR of 11.0%. In 2025, our t otal sales volume of Human TAT was 29.9 million +units, comprising 13.5 million units sold in Ch ina and 16.4 million units exported to overseas +markets through domestic and overseas distributors. Our Human TAT is administered via +intramuscular or subcutaneous in jection, with a protective per iod of approximately two weeks. +The tetanus passive immunity market has exhib ited robust growth momentum. According to +Frost & Sullivan, the global tetanus passive immuni ty market increased from US$222.5 million in +2020 to US$325.4 million in 2025, an d is expected to continue to in crease to US$1,058.6 million in +2035. The tetanus passive immunity market in China increased from US$162.0 million in 2020 to +US$224.4 million in 2025, and is f orecasted to continue to incr ease to US$344.0 million in 2035. +According to Frost & Sullivan, the global Huma n TAT market increased from US$60.1 million in +2020 to US$95.1 million in 2025, and is expected to c ontinue to increase t o US$439.5 million in 2035. +The Human TAT market in China increased f rom US$21.8 million in 2020 to US$34.4 million in +2025 with a CAGR of 9.5%, and is expected to c ontinue to increase to US$61.2 million in 2035. +Other Existing Products +Our existing products also include a number of vet erinary pharmaceutical products, including +veterinary tetanus antitoxin and PMSG, as well as certain hormonal pharmaceutical drugs designed +to complement or support PMSG treatments. These products are poised for market launch upon +completion of re-registration of marketing appr ovals. Additionally, we sold certain veterinary +pharmaceutical products sourced from third-part y suppliers during the Track Record Period. This +interim procurement strategy was essential to ensu re uninterrupted supply to our customers, thereby +maintaining customer relationships. We do not ex pect the sales of third-party products to increase +significantly going forward, because we expect to launch our veterinary tetanus antitoxin and PMSG +in July 2026. +Veterinary Tetanus Antitoxin +Our veterinary tetanus antitoxin is designed to prevent and treat tetanus infections in animals, +particularly in cases of trauma or surgery wh ere the risk of tetanus infection is higher. By +neutralizing the tetanus toxin and preventin g its impact on the animal’s nervous system, our +veterinary tetanus antitoxin provid es rapid passive immune protection. +Chifeng Bo-en Pharmaceutical (which has become a subsidiary of the Company since 2020) +previously obtained marketing approval for vete rinary tetanus antitoxin in China in 2018, and such +marketing approvals expired in 2023. We complete d the establishment of a new production line for +veterinary tetanus antitoxin with technological upgrades and process improvements in September +2025, and submitted an application for re-registr ation of marketing approval in China in January +2026. We expect to receive the re-registration approval in June 2026. For more details, please see +‘‘Business — Our Products and Services — Our Existing Product Portfolio — Veterinary Tetanus +Antitoxin.’’ +SUMMARY +–4– + + +--- page 14 --- +PMSG +PMSG is a complex glycoprotein hormone derived from the serum of pregnant mares. It is a +serum-derived product which has been widely us ed to enhance reproductive performance and +management of livestock. +Chifeng Bo-en Pharmaceutical previously obtained marketing approvals for PMSG active +pharmaceutical ingredients (‘‘ API’’) and injection in China in 2019 and 2018, respectively, and such +marketing approvals expired in 2024 and 2023. In ad dition to our existing production line, we will +establish a new production line for PMSG with technological upgrades and process improvements to +ensure compliance with both the latest version Chinese Veterinary Pharmacopoeia and EU GMP +standards. We received the re-registration ap proval for PMSG in March 2026. We aim to launch our +PMSG in July 2026 and will also explore various export markets. For more details, please see +‘‘Business — Our Products and Services — Our Existing Product Portfolio — PMSG.’’ +Our Pipeline Products Under Development +We are expanding our portfolio of human antiserum products and are developing snakebite +antivenoms and equine rab ies immunoglobulin F(ab’) 2. In addition, we have in-licensed the +manufacturing and commercialization rights to a pipeline of veterinary anti-infective drugs. +For human products under development, our pipeline includes (i) snake antivenom candidates, +namely agkistrodon halys antivenom, agkistrodon acutus antivenom and polyvalent snake +antivenom, and (ii) equine rabies immunoglobulin F(ab’) 2. We expect to initiate a Phase II +clinical trial for agkistrodon halys antivenom in J une 2026 and submit an application for marketing +approval in late 2027. We are currently conducting a Phase I clinical trial for agkistrodon acutus +antivenom and plan to submit an application for marketing approval in early 2028. Our polyvalent +snake antivenom and equine r abies immunoglobulin F(ab’) 2 are currently in process research, and +we expect to file IND applications fo r both product candidates in 2029. +For veterinary pharmaceutical products under development, we have in-licensed the +manufacturing and commercializat ion rights to a pipeline of veterinary anti-infective drugs, +including bursal peptide injection, pig spleen transfer factor and recombinant porcine interferon- α +(‘‘rPoIFN-α’’). We received the new veterinary drug registration certificate for pig spleen transfer +factor in September 2025 and expect to commence commercialization in the fourth quarter of 2026. +We have submitted an NVDA for bursal peptide injection and expect to obtain the new veterinary +drug registration certificate in July 2026. For rPoIFN- α, the licensor has completed clinical studies +and is expected to submit an NVDA in September 2026. +For more details, please see ‘‘Business — Our Products and Services — Our Pipeline Products +Under Development.’’ +Technical Services +In addition to the sales of pharmaceutical products, we also generated revenue through +technical services provided by our subsidiary, H ainan Pharmaceutical Research Institute. These +services include pharmaceutical testing and inspection, pharmaceutical R&D, drug safety +evaluations, and related technical services. Our revenue from these technical services amounted to +RMB11.1 million, RMB7.4 million and RMB5.6 million for the years ended December 31, 2023, +2024, and 2025, respectively, accounting for 5.6 %, 3.3% and 2.4% of total revenue during the same +periods. +RESEARCH AND DEVELOPMENT +Our research and development efforts are strategically centered on advancing animal-derived +polyclonal antibody therapeutics, with a particular emphasis on the research and innovation of +antiserum products. We primarily concentrate on antigen development, animal immunization, and +antibody purification technologies to enhance pr oduct safety, efficacy, and scalability. Leveraging +our proprietary platform techno logies and vertically integrated supply chain, we aim to address +critical unmet medical needs in biotoxin neutr alization and infectious disease treatment. +We have a dedicated in-house R&D team compri sing 43 full-time members as of December 31, +2025. For more details, please see ‘‘Business — Research and Development.’’ +SALES, MARKETING AND DISTRIBUTION +In line with industry practice, we adopt a distri butorship model and we generally do not sell our +products directly to hospitals or other medical institutions. As of December 31, 2025, we have a total +of 421 distributors, who are our dire ct customers, and are responsibl e for on-selling and delivering +our products to hospitals and other medical institutions. +SUMMARY +–5– + + +--- page 15 --- +During the Track Record Period, we primarily so ld our products to domestic distributors in +China, who are pharmaceutical co mmercial companies based in China and subsequently distributed +our products to hospitals and other medical institutions in China. In addition, we also sold products +to domestic distributors for export sales and dir ectly export products t o overseas distributors, +primarily targeting Southeast Asian and African m arkets. For more details, please see ‘‘Business — +Sales, Marketing and Distribution.’’ +OUR CUSTOMERS +During the Track Record Period, s ubstantially all of our revenue was derived from the sales of +Human TAT. Our customers for Human TAT were dist ributors. End customers primarily comprised +public hospitals, private hospitals, clinics and ot her medical institutions. During the Track Record +Period, our five largest customers in each ye ar generated RMB58.0 million, RMB64.4 million and +RMB77.8 million of revenue in 2023, 2024 and 2025, respectively, accounting for 29.3%, 29.2% and +33.1% of our total revenue for the same years, resp ectively. Revenue generated from our largest +customer in each year was RMB18.5 million, RM B28.6 million and RMB27.1 million in 2023, 2024 +and 2025, respectively, representing 9.3%, 13.0% and 11.5% of our total revenue for the +corresponding periods. +OUR SUPPLIERS +The key material used in the manufacturing of Human TAT is immunized equine plasma, which +we primarily produced in house. During the Track Record Period, we primarily procured horses, +fodder, and pharmaceutical packaging materials f rom suppliers in China. Ad ditionally, we engaged +third-party promoters and CROs to support our operations. During the Track Record Period, +purchases from our five largest suppliers in ea ch year amounted to RMB26.2 million, RMB15.1 +million and RMB14.2 million for the years ended Decem ber 31, 2023, 2024 and 2025, respectively, +accounting for 35.7%, 22.8% and 21.3% of our total purchases for the same years, respectively. Our +purchases from our largest supplier in each y ear were RMB8.9 million, RMB3.7 million and RMB3.9 +million for the years ended December 31, 2023, 2024 and 2025, respectively, representing 12.2%, +5.6% and 5.8% of our total purchases for the corresponding periods. +PRICING +We have developed and implemented a reasonable pricing strategy for our marketed product, +Human TAT, to maintain its competitiveness and pr ofitability. During the Track Record Period, the +selling price of our Human TAT for domestic sales was also influenced by regulations and policies in +the pharmaceutical industry, including the introduction of the volume-based procurement (‘‘ VBP’’) +program. For details of the average selling prices o f our products, see ‘‘Financial Information — +Description of Components of Consolidated Statements of Profit or Loss and Other Comprehensive +Income — Revenue.’’ +In August 2023, our Human TAT participated in th e centralized VBP scheme organized by the +Beijing-Tianjin-Hebei pharmaceut ical alliance and was selected a s the exclusive winner with an +allocated share of 100%. We successfully renewed o ur participation in suc h VBP scheme in February +2026, and the renewed procurement cycle has a term of two years. In December 2023, our Human +TAT participated in the centralized VBP scheme for ‘‘Shortage and Emergency Rescue Products’’ led +by Guangdong Province, covering 27 provinces an d cities. We won the top bid, with an allocated +share of 72%. The winning of bids of our Human TAT in the VBP schemes led to increases in our +average selling prices of Human TAT to distributo rs in Domestic Sales. Specifically, our successful +bids under the VBP schemes enhanced our bargaining power with distributors, allowing us to achieve +higher average selling prices. +The period of inclusion in the VBP schemes is gen erally three years. The table below sets forth +the revenue generated from the Domestic Sale s of Human TAT under the VBP schemes during the +T r a c kR e c o r dP e r i o d : +Year Ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +VBP scheme 4,426 87,325 135,726 +Non-VBP scheme 130,525 74,587 29,693 +Total 134,951 161,912 165,419 +SUMMARY +–6– + + +--- page 16 --- +Calculated as revenue generated from the Domestic Sales of Human TAT under the VBP +schemes divided by the total revenue generated from the Domestic Sales of Human TAT, our VBP +coverage rate increased from 3.3% in 2023 to 53.9% in 2024 and further to 82.0% in 2025. The +significant increases in 2024 and 2025 were prima rily due to the winning of bids of our Human TAT +in the abovementioned VBP schemes in the second half of 2023, with sales under VBP schemes +gradually increasing thereafter. The continued increase in the revenue generated under the VBP +scheme during the Track Record Period was mainl y attributable to the gradual implementation of +VBP arrangements across different provinces an d the gradual utilization of the end customers’ +existing non-VBP inventory during the transition period. +The table below sets forth the sales volume an d average selling price for the sales of Human +TAT under the VBP schemes during the Track Record Period: +Year Ended December 31, +2023 2024 2025 +Sales +Volume +Average +Selling +Price (1) +Sales +Volume +Average +Selling +Price (1) +Sales +Volume +Average +Selling +Price (1) +Units’000 RMB/unit Units’000 RMB/unit Units’000 RMB/unit +VBP scheme 548 8.1 7,091 12.3 10,881 12.5 +Non-VBP scheme 12,670 10.3 6,119 12.2 2,619 11.3 +Total 13,218 10.2 13,209 12.3 13,500 12.3 +Note: +(1) Average selling price is the price for sales to our dist ributors. The VBP scheme is implemented on a regional +b a s i s ,a n ds u c ha v e r a g es e l l i n gp r i c ei ne a c hr e g i o ni sa f f e c t e db yf a c t o r sb e y o n dV B Ps c h e m e ,i n c l u d i n gt h e +Two-Invoice System. +Once a drug is included in a VBP scheme, its pri ce and baseline sales volume for supply to +public hospitals are determined under the scheme. However, the VBP scheme only specifies the +purchase prices payable by hospitals while the prices payable by distributors to manufacturers are +determined through separate commercial negot iations. As our Human TAT was selected as the +exclusive winner with an allocated share of 100 % or won the top bid with an allocated share of 72% +in the centralized VBP schemes led by certain prov inces and cities. Consequently, they did not need +to devote significant resources to market maintenance, which strengthened our bargaining power +and enabled us to achieve higher average selling prices to distributors. In non-VBP regions, we +adopted relatively more flexible distribution a rrangements to improve market penetration and +coverage, which generally resulted in relatively lower average selling prices to distributors in 2025. +Pursuant to the Announcement of the Ministry of Finance and the State Taxation +Administration on Matters Concerning the Transit ion of VAT Preferential Policies Following the +Implementation of the Law on Value-Added Tax (Announcement No. 10 of 2026) (the +‘‘Announcement for VAT ’’), effective from January 1, 2026, Human TAT became subject to a +value-added tax rate of 13%, as compared to 3% previously. For more details, please see +‘‘Regulatory Overview — Laws and Regulations R elating to Taxation — VAT.’’ As a result of this +policy change, the overall tax burden associat ed with the sales of Human TAT for our Domestic +Sales has increased. Given that the sales prices of Human TAT for supply to public hospitals are +fixed under the VBP schemes, a portion of such increase was absorbed by us through pricing +adjustments with distributors, which resulted i n a reduction in our avera ge selling price of Human +TAT and exerted downward pressure on its gross profit margin. The extent of such impact will +depend on a number of factors, including market acceptance of pricing adjustments, competitive +dynamics, sales mix and our ability to improve oper ating efficiency. To mitigate the impact of the +higher VAT rate, we intend to continue expandin g the market penetration of Human TAT in China +through broader market coverage and enhanced co mmercialization efforts. We also plan to further +optimize our manufacturing processes, improve prod uction efficiency and strengthen cost-control +initiatives across our supply chain and operat ions. In addition, we will continue to leverage +economies of scale as sales volume grows and continue to diversify our product portfolio. Through +these measures, we aim to partially offset the adv erse effects of the VAT rate increase and maintain +our long-term competitiveness and profitability. +SUMMARY HISTORICAL FI NANCIAL INF ORMATION +The following tables set forth summary financial data from our consolidated financial +information for the Track Record Period, extracted from the Accountants’ Report as set forth in +Appendix I to this prospectus. +SUMMARY +–7– + + +--- page 17 --- +Summary of Our Consolidated Statements of Profit or Loss +Year Ended December 31, +2023 2024 2025 +Results +before +biological +assets and +agricultural +produce +fair value +adjustments +Biological +assets and +agricultural +produce +fair value +adjustments Total +Results +before +biological +assets and +agricultural +produce +fair value +adjustments +Biological +assets and +agricultural +produce +fair value +adjustments Total +Results +before +biological +assets and +agricultural +produce +fair value +adjustments +Biological +assets and +agricultural +produce +fair value +adjustments Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Revenue 198,021 — 198,021 220,755 — 220,755 235,408 — 235,408 +Cost of sales/services (49,027) (14,689)* (63,716) (52,634) (12,981)* (65,615) (41,323) (13,399) (54,722) +Gross profit 148,994 (14,689) 134,305 168,121 (12,981) 155,140 194,085 (13,399) 180,686 +Other income 2,144 — 2,144 3,538 — 3,538 4,580 — 4,580 +Impairment losses under +expected credit loss +model, net of reversal 333 — 333 118 — 118 (2,491) — (2,491) +Other gains and losses 393 — 393 114 — 114 3,664 — 3,664 +Research and development +expenses (24,231) — (24,231) (13,681) — (13,681) (23,700) — (23,700) +Distribution and selling +expenses (33,028) — (33,028) (26,860) — (26,860) (22,345) — (22,345) +Administrative expenses (29,158) — (29,158) (32,346) — (32,346) (31,106) — (31,106) +Finance costs (667) — (667) (2,226) — (2,226) (34) — (34) +Gains arising on initial +recognition of +agricultural produce at +fair value less costs to sell +at the point of harvest — 16,474 16,474 — 17,954 17,954 — 21,277 21,277 +Loss arising from changes in +fair value less costs to sell +of biological assets — (2,971) (2,971) — (6,326) (6,326) — (2,893) (2,893) +Listing expense — — — (3,660) — (3,660) (18,376) — (18,376) +Profit before tax 64,780 (1,186) 63,594 93,118 (1,353) 91,765 104,277 4,985 109,262 +Income tax expense (8,113) — (8,113) (16,625) — (16,625) (14,468) — (14,468) +Profit for the year 56,667 (1,186) 55,481 76,493 (1,353) 75,140 89,809 4,985 94,794 +Note: +* Primarily includes the effect of agricultural produce fair va lue adjustments, which arise from the difference between the +fair value less costs to sell at the point of harvest of agric ultural produce, such as equine plasma, and the actual costs +incurred and allocated t o it during production. +NON-IFRS MEASURE +We define ‘‘adjusted net profit (a non-IFRS measu re)’’ as profit for the year adjusted for listing +expenses. The listing expenses were incurred rela ted to the Global Offering. We also believe that the +non-IFRS financial measure provides useful information to investors and others in understanding +and evaluating our consolidated results of operati ons and financial positions in the same manner as +our management and in comparing financial results across accounting periods. The non-IFRS +measure should not be considered in isolation or c onstrued as alternatives to their most directly +comparable financial measures prepared in acc ordance with the IFRS. The non-IFRS financial +measure is not defined under the IFRS and are not presented in accordance with the IFRS. The +non-IFRS financial measure has limitations as anal ytical tools. One of the key limitations of using +the non-IFRS financial measure is that it does not reflect all items of income and expense that affect +our operations. Investors are encouraged to compa re the historical non-IFRS measure to the most +directly comparable IFRS measure. The non-IFRS measure presented here may not be comparable +to similarly titled measures presented by other com panies. Other companies may calculate similarly +titled measures differently, limiting their usef ulness as comparative measures to our data. We +encourage investors and others to review our financial information in its entirety and not rely on a +single financial measure. The following table r econciles our adjusted net profit (a non-IFRS +measure) to profit for the year. +Year Ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Profit for the year/period 55,481 75,140 94,794 +Added back: +Listing expenses — 3,660 18,376 +Adjusted net profit (a non-IFRS measure) 55,481 78,800 113,170 +SUMMARY +–8– + + +--- page 18 --- +Revenue +During the Track Record Period, we gener ated revenue primarily from the sale of +pharmaceutical and other products and the provi sion of technical services. Our total revenue +increased from RMB198.0 million in 2023 to RMB 220.8 million in 2024, and further to RMB235.4 +million in 2025. This growth was primarily driven by the increases in revenue from the sales of +Human TAT, which increased from RMB184. 1 million in 2023 to RMB205.9 million in 2024 and +RMB226.8 million in 2025. The increase in revenu e in 2024 was primarily due to the increase in +revenue from domestic sales, mainly attributable to the increase in the average selling price from +RMB10.2 per unit in 2023 to RMB12.3 per unit in 2024. The increase in revenue in 2025 was +primarily driven by the increase in revenue from ex port sales mainly in relation to the increasing +sales in Philippines and Egypt. +The following table sets forth a breakdown of our revenue by business segment, in absolute +amount and as a percentage of our total revenue, for the years indicated: +Year Ended December 31, +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Sale of pharmaceutical and other +products +Human TAT 184,069 93.0 205,901 93.3 226,834 96.4 +Others* 2,888 1.4 7,487 3.4 3,002 1.2 +Subtotal 186,957 94.4 213,388 96.7 229,836 97.6 +Technical service income 11,064 5.6 7,367 3.3 5,572 2.4 +Total 198,021 100.0 220,755 100.0 235,408 100.0 +Note: +* Primarily includes certain veterinary pharmaceuti cal products we sourced from third-party suppliers +For a detailed description of other products, see ‘‘Business — Our Products and Services — Our +Existing Product Portfolio — Other Existing Products’’ of this prospectus. +Sales of Human TAT +Domestic sales (‘‘ Domestic Sales ’’) refer to sales to domestic distributors who subsequently +distribute our products to hospitals and other medical institutions in China. In addition to domestic +Sales, we sell products to domestic distributors for export sales (‘‘ Indirect Export Sales ’’) and directly +export products to overseas distributors (‘‘ Direct Export Sales ’’, together with Indirect Export Sales, +‘‘Export Sales ’’). For Export Sales, our distributors are generally responsible for managing customs +clearance procedures in the target importing countries. The following table sets forth a breakdown of +our revenue from sale of Human TAT by geographical markets for the years indicated. +Year Ended December 31, +2023 2024 2025 +Revenue +Sales +volume (1) +Average +selling price Revenue +Sales +volume (1) +Average +selling price Revenue +Sales +volume (1) +Average +selling price +RMB’000 Units ’000 RMB/Unit RMB’000 Unit’000 RMB/Unit RMB’000 Unit’000 RMB/Unit +Domestic Sales 134,951 13,218 10.2 161,912 13,209 12.3 165,419 13,500 12.3 +Export Sales +Indirect Export Sales (3) 46,099 13,155 3.5 35,966 9,836 3.7 48,981 13,139 3.7 +Direct Export Sales (4) 3,019 848 3.6 8,023 2,406 3.3 12,434 3,235 3.8 +Export Sales, Subtotal/ +Sub-average 49,118 14,003 3.5 43,989 12,242 3.6 61,415 16,374 3.8 +Total 184,069 27,221 N/M (2) 205,901 25,451 N/M (2) 226,834 29,874 N/M +Notes: +(1) Unless stated otherwise, sales volume of Human TAT produc t with different specificati ons are calculated based on the +assumption that one unit contains 1,500 IU of active ingredient of antitoxin. +(2) The average selling price of Human TAT, when considerin g both Domestic Sales and Export Sales, is not meaningful +because it is merely a weighted average of total revenue and total sales volume of Human TAT. +(3) Mainly include Philippines, India, Et hiopia, Egypt, Bangladesh and Cameroon. +(4) Mainly include Philippines, the Democ ratic Republic of the Congo and Cameroon. +(5) For Indirect Export Sales, this geographic breakdown reflects the target importing countries of our domestic +distributors. For Direct Export Sales, this geographic breakdown reflects the coun t r i e sw h e r eo u ro v e r s e a sd i s t r i b u t o r s +are located. +SUMMARY +–9– + + +--- page 19 --- +During the Track Record Period, our Export Sa les of Human TAT primarily served Southeast +Asian and African markets, which are characterized by relatively low purchasing power. Out of +humanitarian considerations and as part of our st rategic efforts to establish an early presence in +these markets, we have set lower selling prices for Export Sales compared to Domestic Sales. +For Domestic Sales, the increase in the avera ge selling price in 2024 was mainly supported by +improved pricing power due to our established distribution network, product competitiveness and +customer recognition. The winning of bids of our Human TAT in the VBP schemes provided a high +degree of transparency and certainty in sales volume and also enabled us to negotiate more favorable +pricing terms with distributors. Although our Human TAT was included in the provincial VBP +schemes, our sales volume remained stable in 2024 primarily because the procurement volumes under +the VBP schemes are generally determined based on the historical usage reported by participating +medical institutions, which provides a high degree of transparency and certainty in order quantities +but has limited impacts on the immediate growth in tot al sales volume. Accordingly, the inclusion in +the VBP schemes mainly led to price adjustments an d improved order stability, while the expansion +of market demand continued to depend on our proactive marketing initiatives. In 2025, our revenue, +sales volume and average selling prices for Domestic S ales remained relatively stable. For our Export +Sales, the sales volume decrease in 2024, mainly attrib utable to a significant increase in international +shipping costs. Such increase prompted many distributors to adopt a wait-and-see approach and +delayed their purchases. In 2025, our revenue, sales volume a nd average selling prices for Export +Sales increased. As our overseas markets continu ed to expand, the Company appropriately adjusted +the pricing of new purchase orders, resulting i n a slight increase in the average selling price. +Gross Profit and Gross Profit Margin +Our gross profit represents our revenue less our cost of sales/services, and our gross profit +margin represents our gross profit as a percentage of our revenue. Our gross profit amounted to +RMB134.3 million, RMB155.1 million and RMB1 80.7 million for the years ended December 31, +2023, 2024 and 2025, respectively, while our gro ss profit margin amounted to 67.8%, 70.3% and +76.8% during the same periods. During the Track Record Period, we primarily derived gross profit +from sales of Human TAT, which amounte d to RMB134.4 million, RMB163.2 million and +RMB178.9 million for the years ended Decembe r 31, 2023, 2024 and 2025, respectively. +Gross Profit and Gross Profit Margin by Business Segment +The following table sets forth a breakdown of ou r gross profit/(loss) and gross profit/(loss) +margin by business segment for the periods indicated: +Year Ended December 31, +2023 2024 2025 +Gross +profit/(loss) +Gross +profit/(loss) +margin +Gross +profit/(loss) +Gross +profit/(loss) +margin +Gross +profit/(loss) +Gross +profit/(loss) +margin +RMB’000 % RMB’000 % RMB’000 % +Sales of Human TAT +Domestic Sales 110,351 81.8 136,450 84.3 145,674 88.1 +Export Sales 24,081 49.0 26,758 60.8 33,256 54.1 +Subtotal, sales of Human TAT 134,432 73.0 163,208 79.3 178,930 78.9 +Other products * (1,993) (69.0) (9,537) (127.4) 863 28.7 +Subtotal, sales of pharmaceutical and +other products 132,439 70.8 153,671 72.0 179,793 78.2 +Technical services 1,866 16.9 1,469 19.9 893 16.0 +Total/Average 134,305 67.8 155,140 70.3 180,686 76.8 +Note: +* Primarily includes certain veterinary pharmaceuti cal products we sourced from third-party suppliers. +During the Track Record Period, our gross profi t increased significantly, which were in line +with our revenue growth. +Our gross profit for sales of Human TAT am ounted to RMB134.4 million, RMB163.2 million +and RMB178.9 million for the years ended Decembe r 31, 2023, 2024 and 20 25, respectively. Our +gross profit margin for sales of Human TAT was 73.0%, 79.3% and 78.9% for the same periods, +respectively. Gross profit from Domestic Sale s of Human TAT increased from RMB110.4 million in +2023 to RMB136.5 million in 2024, and further to RMB145.7 million in 2025. Average selling price +SUMMARY +–1 0– + + +--- page 20 --- +of our Human TAT for Domestic Sales increased from RMB10.2 per unit in 2023 to RMB12.3 per +unit in 2024, following the implementation of VBP scheme, as the pricing dynamic under the VBP +scheme has positively impacted p roduct pricing, and then remained relatively stable at RMB12.3 per +unit in 2025. Gross profit margin for Domestic Sales increased from 81.8% in 2023 to 84.3% in 2024, +primarily due to the increase in average selling price of Human TAT for Domestic Sales, as well as +lower cost of horse plasma driven by the recovery i n the antibody titer level of horse plasma used for +production in 2024. In particular, during the COVID-19 pandemic in 2022, we faced temporary +challenges in procuring new horses and renewi ng the herd. As a result, both the immunization +success rate and plasma antibody titer level use d for the production were relatively low in 2023, +leading to relatively high costs in relation to horse plasma. However, as this situation improves, our +costs in relation to horse plasma correspondingly decreased in 2024. The gross profit margin for +Domestic Sales increased from 84.3% in 2024 to 88. 1% in 2025,which was mainly attributable to the +sale of inventory produced in the prior year with l ower unit production costs. Specifically, in +preparation for the launch of new vial packaging, a portion of Human TAT with old packaging +intended for Domestic Sales prior to the launch in 2025 was produced in advance at the end of 2024, +resulting in a higher production volume in 2024 and lower unit production costs for such inventory. +Gross profit from Export Sales increased f rom RMB24.1 million in 2023 to RMB26.8 million in +2024, and further to RMB33.3 million in 2025. The gro ss profit margin for Export Sales increased +from 49.0% in 2023 to 60.8% in 2024, primarily due to lower costs in relation to horse plasma used +for production in 2024 as mentioned above. Our gro ss profit margin for Export Sales decreased to +54.1% in 2025, primarily due to higher unit product ion costs of the inventory sold. Unlike Domestic +Sales, a significant portion of which were genera ted from the lower-cost in ventory produced in 2024, +Export Sales in 2025 were mainly generated from in ventory produced in 2025. Products for Export +Sales are generally manufactured after receivi ng customer orders due to customers’ customized +specifications and packaging requirements. Due t o the relatively lower production volume in 2025 +resulted from the preparation for the launch of new package of Human TAT, fixed production costs +were allocated over a smaller pro duction base, resulting in highe r unit production costs of such +inventory, thereby contributing to the decrease in gross profit margin. +Our gross profit margin for Export Sales was g enerally lower than that for Domestic Sales +during the Track Record Period primarily because our Export Sales of Human TAT mainly served +Southeast Asian and African markets, where we adopt ed relatively competitive pricing strategies to +address lower purchasing power and facilitate market penetration. +Our gross loss for sales of other product s amounted to RMB2.0 million and RMB9.5 million +for the years ended December 31, 2023 and 2024, respectively, with gross loss margins of 69.0% and +127.4% for the respective periods, which were pr imarily due to inventory allowance recognized. A +significant amount of pregnant horse plasma (a ke y raw material for PSMG production) was kept in +inventory and was not utilized during the Track Record Period due to suspension of production of +our own veterinary pharmaceutical production facility, and the inventory allowance was made based +on the difference between its carrying amount a nd the prevailing market price. For more details, +please see ‘‘Financial Information — Descript ion of Components of Consolidated Statements Of +Profit or Loss And Other Comprehensive Income — Cost of Sales/Services.’’ We recorded a gross +profit for sales of other products of RMB0.9 millio n in 2025, with a gross profit margin of 28.7%, +primarily attributable to a decrease in our invento ry allowance as the market value of pregnant horse +plasma increased in 2025. +As a result of our increased gross profit during the Track Record Period, our net profit +increased from RMB55.5 million in 2023 to RMB 75.1 million in 2024, and to RMB94.8 million in +2025. +SUMMARY +–1 1– + + +--- page 21 --- +Summary of Our Consolidated Balance Sheets +The table below sets forth selected information f rom our consolidated statements of financial +position as of the dates indicated, which have been extracted from our audited consolidated financial +statements included in Appendix I to this prospectus: +As of December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Non-current assets 308,091 295,441 302,992 +Current assets 194,179 192,081 257,288 +Current liabilities 139,271 83,364 61,242 +Net current assets 54,908 108,717 196,046 +Total assets less +current liabilities 362,999 404,158 499,038 +Total equity 361,924 403,223 498,017 +Non-current liabilities 1,075 935 1,021 +Our net current assets increased significant ly from RMB54.9 million as of December 31, 2023 +to RMB108.7 million as of December 31, 2024, primar ily due to (i) a decrease of RMB32.1 million in +amounts due to related parties, and (ii) a decrea se of RMB19.9 million in bank borrowings. Our net +current assets increased to RMB196.0 million as o f December 31, 2025, primarily due to (i) an +increase in trade and bills receivables of RMB3 5.4 million, (ii) an increase in cash and cash +equivalents of RMB21.0 million, and (iii) a decrease of RMB11.2 million in trade and other +payables. +Our net assets increased from RMB361.9 millio n as of December 31, 2 023 to RMB403.2 million +as of December 31, 2024, mainly attributable to th e profit for the year of RMB75.1 million, partially +offset by the dividend distribution of RMB40.8 million. Our net assets then increased to RMB498.0 +million as of December 31, 2025, primarily attrib utable to the profit for the year of RMB94.8 +million. +Summary of Our Statements of Cash Flows +Our use of cash primarily related to investing ac tivities, financing activities and capital +expenditure. We have historically financed our ope rations primarily through a consolidation of cash +flow generated from our operating activities and bank borrowings. +The following table sets forth a summary of our cash flows information for the years indicated: +Year Ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Net cash flows from operating activities 68,606 104,055 56,826 +Net cash flows used in investing act ivities (1,039) (16,298) (25,031) +Net cash flows used in financing activities (63,293) (91,350) (12,623) +Net increase/(decrease) in cash and cash equivalents 4,274 (3,593) 19,172 +Cash and cash equivalents as of the beginning of the year 53,831 58,199 54,673 +Effect of foreign exchange rate changes, net 94 67 (17) +Cash and cash equivalents as of the end of the year 58,199 54,673 73,828 +COMPETITIVE LANDSCAPE +We face competition from other pharmaceutic al companies, includin g large, established +pharmaceutical companies as well as some smaller emerging pharmaceutical companies. Our +products and product candidates currently mainly focus on antiserum and anti-infective areas, and +we primarily compete with products that are indica ted for similar conditions as our products on the +basis of efficacy, safety, pricing, general market acceptance and recognition. See ‘‘Industry +Overview’’ for more details about the major competitors of our products. For more details +regarding our capabilities, please see ‘‘Business — Competitive Landscape.’’ +RISK FACTORS +There are certain risks relating to an investment in our Shares. A detailed discussion of the risk +f a c t o r si ss e tf o r t hi nt h es e c t i o nh e a d e d‘ ‘ R i s kFactors.’’ A summary of key risk factors is set forth +below. Any of the following developments may hav e a material and adverse effect on our business, +financial condition, results of operations and prospects: (i) We may not be able to maintain or +SUMMARY +–1 2– + + +--- page 22 --- +increase the sales volume, pricing level and pr ofit margin of our Human TAT, and diversify our +product offering structure effectively; (ii) We may n ot be able to compete effectively against current +and future competitors; (iii) Our products may be ex cluded or removed from na tional, provincial, or +other government-sponsored medical insurance pr ograms; (iv) Any reduction, discontinuation or +adverse changes in value-added tax policies may adve rsely affect our pricing, revenue, profitability +and results of operations; (v) If our products are not manufactured to the necessary quality +standards, it could harm our business; (vi) If we ar e not able to obtain sufficient quantities of raw +materials and biological assets of required qualit y at a commercially acceptable cost, our business +could be harmed; and (vii) We may be unable to succe ssfully complete clinical development, obtain +regulatory approval and commercia lize our product candidates, or experience significant delays in +d o i n gs o .Y o us h o u l dr e a dt h ee n t i r es e c t i o nh e a d e d‘ ‘ R i s kF a c t o r s ’ ’i nt h i sp r o s p e c t u sb e f o r ey o u +decide to invest in the Offer Shares. +DIVIDEND +In May 2023 and October 2023, we declared a dividend of RMB10.0 million and RMB76.2 +million to the existing shareholders based on the consolidated retained profits as of December 31, +2022. In September 2024, we declared a dividend o f RMB40.8 million to the existing shareholders +based on the consolidated retained profits as of December 31, 2023. As of the Latest Practicable +Date, our declared dividends have been paid in full. +Upon completion of the Global Offering, we may distribute dividends in the form of cash or by +other means permitted by our Articles of Associatio n. Any proposed distribution of dividends shall +be formulated by our Board and will be subject to approval of our Shareholders. There is no +assurance that dividends of any amount will be declared or be distributed in any year. As of the +Latest Practicable Date, we did not have any dividend policy. PRC laws require that dividends be +paid only out of the profit for the year calculated according to PRC accounting principles. We will +pay dividends according to t he applicable PRC laws and our Articles of Association. +OUR CONTROLLING SHAREHOLDERS +As of the Latest Practicable Date, Ms. Jing, a n executive Director and the chairperson of our +Board, was able to exercise approximately 76.6 4% voting rights in our Company, through (i) +4,875,000 Shares held by Hainan Zhizheng, and (ii) 203,687,250 Shares held by Qianhai Tianzheng. +Immediately upon completion of the Global Offe ring (assuming the Over-allotment Option is not +exercised), Ms. Jing will be entitled to exercise approximately 67.63% voting rights in our Company. +Therefore, Ms. Jing, Hainan Zhizheng and Qianhai Tianzheng will constitu te a group of Controlling +Shareholders of our Company under the Listing Rules. For further details, see ‘‘Relationship with +Our Controlling Shareholders’’ in this prospectus. +PRE-IPO INVESTMENTS +Our Company obtained three rounds of investments from the Pre-IPO Investors through +subscriptions for increased share capital of o ur Company and raised approximately RMB90.7 +million in total. As of the Latest Practicable Date, all the net proceeds from the Pre-IPO Investments +had been utilized. Pursuant to the applicable PRC l aws, all existing Shareholders (including the +Pre-IPO Investors) shall not dispose of any of the Shares held by them within the 12 months +following the Listing Date. For details, see ‘‘Histo ry, Development and Corporate Structure — The +Pre-IPO Investments — (1) Principal Terms of th e Pre-IPO Investments’’ in this prospectus. +CONTINUING CONNECTED TRANSACTIONS +We have entered into certain transactions wh ich will constitute fu lly exempt continuing +connected transactions under Chapter 14A of the Listing Rules upon Listing. Further particulars of +such transactions are set out in the section headed ‘‘Connected Transactions’’ in this prospectus. +APPLICATION FOR LISTING ON THE STOCK EXCHANGE +We have applied to the Stock Exchange for the granting of the listing of, and permission to deal +in, our H Shares to be issued pursuant to the Global Offering (including any H Shares which may be +issued pursuant to the exercise of the Over-allotment Option) and the H Shares to be converted from +Domestic Shares on the basis that, among other things, we satisfy the profit test under Rule 8.05(1) +of the Listing Rules with reference to: (a) our pro fit of approximately RMB94.79 million for the +financial year ended December 31, 2025, which exceeds HK$35 millio n, and (b) our total profit of +approximately RMB130.62 million for the two fina ncial years ended December 31, 2023 and 2024, +which exceeds HK$45 million. +SUMMARY +–1 3– + + +--- page 23 --- +GLOBAL OFFERING STATISTICS +B a s e do nt h eO f f e rP r i c e +of HK$9.33 +B a s e do nt h eO f f e rP r i c e +of HK$13.06 +Market capitalization of our Shares (1) HK$2,877.16 million HK$4,027.41 million +Unaudited pro forma adjusted net +tangible assets per Share (2) HK$2.83 HK$3.25 +Notes: +(1) The calculation of the market capitalization is based on 308,377,319 Shares expected to be in issue immediately +after completion of the Global Offering (assumin g the Over-allotment Option is not exercised). +(2) The number of shares used for the calculation of unaudi ted pro forma adjusted consolidated net tangible assets +of the Group attributable to owners of the Company pe r Share is based on 308,377,319 Shares were in issue +assuming the Global Offering had been completed on December 31, 2025. It does not take into account (i) any +Shares which may be allotted and issued upon the exercis e of the Over-allotment Option or (ii) any Shares which +may be issued or repurchased by the Company pursuant to the general mandates. +For further details, please refer to ‘‘Appendix I I — Unaudited Pro Forma Fin ancial Information — A. +Unaudited Pro Forma Statement of Adjusted Consolid ated Net Tangible Assets of The Group Attributable to +Owners of the Company’’ to this prospectus. +USE OF PROCEEDS +We estimate the net proceeds of the Global Offering which we w ill receive, assuming an Offer +Price of HK$11.20 per Offer Share (being the mid -point of the Offer Price range stated in this +prospectus), will be approximately HK$338.6 millio n, after deduction of u nderwriting fees and +commissions and estimated expenses payable by us in connection with the Global Offering and +assuming the Over-allotment Option is not exercised. +. Approximately 33.7% (or HK$114.0 millio n) will be used for the research and +development of our product candidates. +. Approximately 31.4% (or HK$1 06.4 million) will be used for construction and expansion +of new facilities and production lines. +. Approximately 15.7% (or HK$53.3 million) will be used for the upgrades and +optimization of our technologies and processes. +. Approximately 10.3% (or HK$35.0 million) will be used for the reinforcement of our sales +and marketing capabilities. +. Approximately 8.8% (or HK$29.9 million) will be used for general working capital and +general corporate purposes. +LISTING EXPENSES +Listing expenses to be borne by us are est imated to be approximately RMB58.3 million +(HK$67.0 million) (including underwriting commission), at the Offer Price of HK$11.2 per Share +(being the mid-point of the Offer Price range s tated in this prospectus), and assuming the +Over-allotment Option is not exercised, among which (i) underwriting-related expenses, including +underwriting commission and other expenses are a pproximately RMB15.9 million (HK$18.3 million) +and (ii) non-underwriting-related expenses ar e approximately RMB42.4 million (HK$48.7 million), +comprising (a) fees and expenses of legal advisors and accountants of approximately RMB24.7 +million (HK$28.4 million) and (b) other fees and exp enses of approximately RMB17.7 million +(HK$20.3 million). As of December 31, 2025, we i ncurred a total of RMB25.4 million (HK$29.2 +million) in listing expenses, among which RMB22.0 million (HK$25.4 million) was recognized in our +statement of profit or loss, and RMB3.4 million ( HK$3.9 million) was directly attributable to the +issue of Shares and will be deducted from equity upon the Listing. +We estimate that additional listing expens es of approximately RMB32.9 million (HK$37.8 +million) (including underwriting commission s of approximately RMB15.9 million (HK$18.3 +million), assuming the Over-allotment Option is n ot exercised and based on the Offer Price of +HK$11.2 per Offer Share (being the mid-point of the O ffer Price range stated in this prospectus)) will +be incurred by our Company, approximately RM B15.7 million (HK$18.1 million) of which is +expected to be charged to our statements of pr ofit or loss, and approximately RMB17.1 million +(HK$19.7 million) of which is expected to be deduc ted from equity upon the Listing. Our listing +expenses as a percentage of gross proceeds is 16.5%, assuming an Offer Price of HK$11.2 per Share +(being the mid-point of the Offer Price range state d in this prospectus) and that the Over-allotment +Option is not exercised. The listing expenses above a re the latest practicable estimate for reference +only, and the actual amount may differ from this estimate. +SUMMARY +–1 4– + + +--- page 24 --- +RECENT DEVELOPMENTS +We received the new veterinary drug registration approval for bursal peptide injection on June +4, 2026. +The sales volume of our Human TAT for Domesti c Sales remained relatively stable at 2.8 +million units in the first four month of 2025 and 2.9 million units in the first four month of 2026. +The sales volume of our Human TAT for Expor t Sales was 3.7 million units in the first four +month of 2025 and 1.4 million units in the first fo ur month of 2026. Sales for Export Sales are +primarily driven by the demand of overseas cus tomers and are therefore subject to certain +fluctuations within a year. Howe ver, the sales volume for Export Sales in the first four months of +2025 was relatively high. At the end of 2024, internat ional shipping costs incr eased significantly, +primarily due to changes in trade policies and ta riffs, geopolitical tensions, and energy price +fluctuations. As a result, many overseas distribu tors adopted a wait-and-s ee approach and delayed +their purchases, leading to shipments bei ng deferred to the first quarter of 2025. +Pursuant to the Announcement for VAT, effect ive from January 1, 2026, Human TAT became +subject to a value-added tax rate of 13%, as compared to 3% previously. As a result of this policy +change, the overall tax burden associated with our Domestic Sales of Human TAT increased. A +portion of such increase is absorbed by us through pricing adjustments with distributors, which +resulted in a reduction in the average selling pri ce of Human TAT for Domestic Sales. The average +selling price of Human TAT for Domestic Sales in the first five months of 2026 decreased by a +high-single-digit percentage as compared to the corresponding period in 2025, which in turn +adversely affected the gross profit of our Human TAT business and our net profit for the year. Please +see ‘‘— Pricing’’ for more details. +We expect our net profit for the year ending December 31, 2026 to substantially decrease as +compared to 2025 , primarily due to (i) a decrease in the average selling price for Domestic Sales of +Human TAT, mainly attributable to our expected pri cing adjustments with distributors described +above in connection with the VAT policy change; ( ii) an increase in the research and development +expenses as we continue to advance the clinical development of our product candidates, especially +our snake antivenom candidates. In particular, we expect to initiate a Phase II clinical trial of +agkistrodon halys antivenom in June 2026, and we e xpect to complete the ongoing Phase I clinical +trial of agkistrodon acutus antiv enom in June 2026 with a Phase II c linical trial to commence in the +third quarter of 2026; (iii) an increase in distri bution and selling expenses, as we plan to hire +additional sales and marketing personnel and incur higher promotion expenses mainly to support the +commercialization of veterinary tetanus antitoxi n, which is expected to receive re-registration +approval in June 2026; (iv) an increase in administr ative expenses in relation to the Listing; and (v) a +decrease in the sales volume of Export Sales of H uman TAT in 2026 primarily due to (a) changes in +geopolitical tensions, and energy price fluctuations, and (b) our planned upgrade and renovation of +the production line for Human TAT in ampoules in the second half of 2026. Following the launch of +Human TAT in vial packaging, the ampoule prod uction line has been dedicated exclusively to +Export Sales. In addition, we expect to begin gene rating revenue from our newly launched products, +including PMSG and veterinary tetanus antitoxin, in 2026, which is expected to partially offset the +adverse impact of the foregoing factors on our net profit. +Our Directors confirm that, up to the date of this p rospectus, save as disclosed above, there has +been no material adverse change in our financial or trading position since December 31, 2025 (being +the date on which the latest audited consolidated financial information of our Company was +prepared) and there is no event since December 31, 2025 which would materially affect the +information shown in our consolidated financial s tatements included in the Accountants’ Report in +Appendix I to this prospectus. +SUMMARY +–1 5– + + +--- page 25 --- +In this prospectus, unless the context otherwise requires, the following terms and expressions +shall have the meanings set out below. +‘‘Accountants’ Report’’ the accountants’ report of our Company from Deloitte Touche +Tohmatsu, the text of which is set out in Appendix I to this prospectus +‘‘affiliate(s)’’ with respect to any specifi ed person, any other person(s), directly or +indirectly, controlling or controlled by or under direct or indirect +common control with such specified person(s) +‘‘AFRC’’ the Accounting and Financial Reporting Council of Hong Kong +‘‘Articles’’ or ‘‘Articles of +Association’’ +the articles of association of our Company adopted on March 20, 2025 +with effect upon the Listing Date (as amended from time to time), a +summary of which is set out in Appendix VI to this prospectus +‘‘associate(s)’’ has the meaning asc ribed thereto under the Listing Rules +‘‘Audit Committee’’ the audit committee of our Board +‘‘Board’’ or ‘‘Board of +Directors’’ +the board of Directors +‘‘Business Day’’ a day on which banks in Hong Kong are generally open for normal +business to the public and which is not a Saturday, Sunday or public +holiday in Hong Kong +‘‘Capital Market +Intermediary(ies)’’ or +‘‘CMI(s)’’ +the capital market intermediary(i es) as named in the section headed +‘‘Directors and Parties Involved in the Global Offering’’ in this +prospectus +‘‘CCASS’’ the Central Clearing and Settl ement System established and operated +by HKSCC +‘‘Chifeng Bo-en +Pharmaceutical’’ +Chifeng Bo-en Pharmaceutical Co., Ltd. ( 赤峰博恩藥業有限公司), a +company established under the laws of the PRC on May 19, 2004, and a +wholly owned subsidiary of our Company +‘‘China’’, ‘‘Chinese +mainland’’, or ‘‘PRC’’ +the People’s Republic of China, but for the purpose of this prospectus +and for geographical reference o nly and except where the context +requires, references in this prospectus to ‘‘China’’, ‘‘Chinese mainland’’, +and ‘‘PRC’’ do not apply to Taiwan, t he Macau Special Administrative +Region and Hong Kong +‘‘close associate(s)’’ has the meaning a scribed thereto under the Listing Rules +‘‘Companies Ordinance’’ the Co mpanies 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’’ or ‘‘our +Company’’ +Jiangxi Institute of Biological Products Inc. ( 江西生物製品研究所股份 +有限公司), a joint stock company with limited liability established in +the PRC, the predecessor of which was Jiangxi Institute of Biological +Products ( 江西生物製品研究所), a limited liability company established +in the PRC on July 5, 2002, and if the context requires, includes its +predecessor +DEFINITIONS +–1 6– + + +--- page 26 --- +‘‘connected person(s)’’ has the meaning a scribed thereto under the Listing Rules +‘‘Controlling +Shareholders’’ +has the meaning ascribed thereto under the Listing Rules and in this +context, refers to Ms. Jing, Hainan Zhizheng and Qianhai Tianzheng, +further details of which are set out 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 +‘‘COVID-19’’ a newly identified coronavi rus known to cause contagious respiratory +illness +‘‘CSRC’’ China Securities Regulatory Commission ( 中國證券監督管理委員會) +‘‘Director(s)’’ the director(s) of our Company +‘‘Domestic Share(s)’’ ordinary share(s) in th e share capital of our Company, with a nominal +value of RMB1.00 each, which a re subscribed for in Renminbi +‘‘EIT’’ enterprise income tax +‘‘EIT Law’’ the PRC Enterprise Income Tax Law ( 《中華人民共和國企業所得稅法》) +‘‘Employee Shareholding +Platform(s)’’ +Gangyuanhao Investment and Huafengming Investment, or any one of +them as the context may require +‘‘FINI’’ Fast Interface for New Issu ance, an online platform operated by +HKSCC that is mandatory for admission to trading and, where +applicable, the collection and processing of specified information on +subscription in and settlement for all new listings +‘‘Frost & Sullivan’’ Frost & Su llivan (Beijing) Inc., Shang hai Branch Co., our industry +consultant +‘‘Frost & Sullivan Report’’ the industry report commissioned by our Company and independently +prepared by Frost & Sullivan, a su mmary of which is set forth in the +section headed ‘‘Industry Overview’’ in this prospectus +‘‘Gangyuanhao +Investment’’ +Hainan Gangyuanhao Investment P artnership (Limited Partnership) +(海南罡沅澔投資合夥企業(有限合夥)), a limited partnership +established under the laws of the PRC on November 3, 2020 and one +of our Employee Share holding Platforms +‘‘General Rules of +HKSCC’’ +General Rules of HKSCC published by the Stock Exchange and as +amended from time to time +‘‘Global Offering’’ the Hong Kong Public O ffering and the International Offering +‘‘Group’’, ‘‘our Group’’, +‘‘we’’, ‘‘us’’ or ‘‘our’’ +our Company and all of its subsidiaries, or any one of them as the +context may require +‘‘Guide for New Listing +Applicants’’ +the Guide for New Listing Applicants published by the Stock +Exchange, as amended, supplemented or otherwise modified from +time to time +‘‘H Share(s)’’ overseas listed foreign ordi nary share(s) in the share capital of our +Company with a nominal value of RMB1.00 each, which are to be +subscribed for and traded in Hong Kong dollars and to be listed on the +Hong Kong Stock Exchange +‘‘H Share Registrar’’ Tricor Investor Services Limited +DEFINITIONS +–1 7– + + +--- page 27 --- +‘‘Hainan Pharmaceutical +Research Institute’’ +Hainan Pharmaceutical Rese arch Institute Co., Ltd. ( 海南藥物研究所 +有限責任公司) +‘‘Hainan Zhizheng’’ Hain an Zhizheng Biotechnology Development Co., Ltd. ( 海南至正生物 +科技發展有限公司) (formerly known as Ji’an Tianzheng Industrial +Development Co., Ltd. ( 吉安市天正實業發展有限公司)), a limited +liability company established under the laws of the PRC on July 6, +2012 and one of our Controlling Shareholders upon Listing +‘‘HK eIPO White Form ’’ the application for Hong Kong Offer Shares to be issued in the +applicant’s own name, submitted on line through the designated website +at +www.hkeipo.hk +‘‘HK eIPO White Form +Service Provider’’ +the HK eIPO White Form service provider desig nated by our Company +as specified on the designated website at www.hkeipo.hk +‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited, a wholly-owned +subsidiary of Hong Kong Exch anges and Clearing Limited +‘‘HKSCC EIPO ’’ the application for the Hong Kong Offer Shares to be issued in the +name of HKSCC Nominees and deposited directly into CCASS to be +credited to your designated HKSCC Participant’s stock account +through causing HKSCC Nominees to apply on your behalf, +including by instructing your broker or custodian who is an HKSCC +Participant to give electronic application instructions via HKSCC’s +FINI system to apply for the Hong Kong Offer Shares on your behalf +‘‘HKSCC Nominees’’ HKSCC Nominees Limite d, a wholly-owned subsidiary of the HKSCC +‘‘HKSCC Operational +Procedures’’ +the operational procedures of HKSCC in relation to CCASS, +containing the practices, procedures and administrative requirements +relating to the operations and functions of CCASS, as from time to +time in force +‘‘HKSCC Participant’’ a participant admitted to participate in CCASS as a direct clearing +participant, a general clearing part icipant or a custodian participant +‘‘Hong Kong’’ the Hong Kong Special Adminis trative Region of the People’s Republic +of China +‘‘Hong Kong dollars’’ or +‘‘HK$’’ +Hong Kong dollars and cents, respectively, the lawful currency of Hong +Kong +‘‘Hong Kong Offer +Shares’’ +the 3,623,500 H Shares being initia lly offered by us for subscription +pursuant to the Hong Kong Public Offering (subject to reallocation as +described in the section headed ‘‘Structure of the Global Offering’’ in +this prospectus) +‘‘Hong Kong Public +Offering’’ +the offer for subscription of the Hong Kong Offer Shares to the public +in Hong Kong, on and subject to the terms and conditions described in +the section headed ‘‘Structure of the Global Offering’’ in this +prospectus +‘‘Hong Kong Stock +Exchange’’ or ‘‘Stock +Exchange’’ +The Stock Exchange of Hong Ko ng Limited, a wholly-owned +subsidiary of Hong Kong Exch anges and Clearing Limited +‘‘Hong Kong +Underwriters’’ +the underwriters of the Hong Kong Public Offering as listed in the +section headed ‘‘Underwriting’’ in this prospectus +DEFINITIONS +–1 8– + + +--- page 28 --- +‘‘Hong Kong +Underwriting +Agreement’’ +the underwriting agreement dated June 18, 2026 relating to the Hong +Kong Public Offering and entered into by, among others, our +Company, the Joint Overall Coordinators and the Hong Kong +Underwriters, as further desc ribed in the section headed +‘‘Underwriting’’ in this prospectus +‘‘Huafengming +Investment’’ +Hainan Huafengming Investment P artnership (Limited Partnership) +(海南華楓茗投資合夥企業(有限合夥)), a limited partnership +established under the laws of the PRC on November 3, 2020 and one +of our Employee Share holding Platforms +‘‘IFRS’’ International Fin ancial Reporting Standards +‘‘Independent Third +Party(ies)’’ +any person(s) or entity(ies) who/w hich is not a connected person of our +Company within the meaning of the Listing Rules +‘‘International Offer +Shares’’ +the 32,611,000 H Shares being initia lly offered by us for subscription +under the International Offering (sub ject to reallocation as described in +the section headed ‘‘Structure of the Global Offering’’ in this +prospectus) together with any additional H Shares that may be +allotted and issued pursuant to the exercise of the Over-allotment +Option +‘‘International Offering’’ the conditional plac ing of the International Offer Shares at the Offer +Price outside the United States ( including to professional and +institutional investors within Hong Kong) in offshore transactions in +reliance on Regulation S, as further d e s c r i b e di nt h es e c t i o nh e a d e d +‘‘Structure of the Global Offering’’ in this prospectus +‘‘International +Underwriters’’ +the underwriters of the International Offering listed in the +International Under writing Agreement +‘‘International +Underwriting +Agreement’’ +the underwriting agreement relating to the International Offering +which is expected to be entered into by, among others, our Company, +the Joint Overall Coordinators and the International Underwriters, as +further described in the section h eaded ‘‘Underwriting’’ in this +prospectus +‘‘Joint Bookrunners’’ the joint bookrunners as named in the section headed ‘‘Directors and +Parties Involved in the Global Offering’’ in this prospectus +‘‘Joint Global +Coordinators’’ +the joint global coordinators as na med in the section headed ‘‘Directors +and Parties Involved in the Global Offering’’ in this prospectus +‘‘Joint Lead Managers’’ the joint lead manager s as named in the section headed ‘‘Directors and +Parties Involved in the Global Offering’’ in this prospectus +‘‘Joint Overall +Coordinators’’ or +‘‘Overall Coordinators’’ +the overall coordinators as named i n the section headed ‘‘Directors and +Parties Involved in the Global Offering’’ in this prospectus +‘‘Joint Sponsors’’ and +‘‘Sponsor-Overall +Coordinators’’ +the joint sponsors and the sponsor-overall coordinators as named in the +section headed ‘‘Directors and Parti es Involved in the Global Offering’’ +in this prospectus +‘‘Latest Practicable Date’’ June 14, 2026, being the latest practicable date for the purpose of +ascertaining certain information con tained in this prospectus prior to +its publication +‘‘Listing’’ the listing of the H Shares on the Main Board of the Hong Kong Stock +Exchange +DEFINITIONS +–1 9– + + +--- page 29 --- +‘‘Listing Committee’’ the listing committee of the Hong Kong Stock Exchange +‘‘Listing Date’’ the date, expected to be on or about Tuesday, June 30, 2026, on which +the H Shares are listed and dealings in the H Shares are first permitted +to commence on the Hong Kong Stock Exchange +‘‘Listing Rules’’ or ‘‘Hong +Kong 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 market (excluding the option market) operated by the Hong +Kong Stock Exchange which is independent from and operated in +parallel with the GEM of the Hong Kong Stock Exchange +‘‘MOA’’ Ministry of Agriculture and Rural Affairs of the PRC ( 中華人民共和國 +農業農村部) +‘‘MOF’’ Ministry of Finance of the PRC ( 中華人民共和國財政部) +‘‘Ms. Jing’’ Ms. JING Yue ( 敬玥), our executive Director and the chairperson of +our Board, and one of our Contro lling Shareholders upon Listing +‘‘NDRC’’ National Development and Reform Commission of the PRC ( 中華人民 +共和國國家發展和改革委員會) +‘‘NMPA’’ the National Medical Products Administration of the PRC ( 中華人民共 +和國國家藥品監督管理局), the successor to the China Food and Drug +Administration ( 國家食品藥品監督管理總局) +‘‘Nomination Committee’’ the nomination committee of our Board +‘‘NPC’’ the National People’s Congress of the PRC ( 中華人民共和國全國 +人民 +代表大會) +‘‘NVDA’’ new veterinary drug application +‘‘Offer Price’’ the final offer price per Offer Share (exclusive of brokerage of 1.0%, a +SFC transaction levy of 0.0027%, an AFRC transaction levy of +0.00015% and a Hong Kong Stock Exchange trading fee of 0.00565%) +at which the Offer Shares are to be subscribed for and issued pursuant +to the Global Offering as described i nt h es e c t i o nh e a d e d‘ ‘ S t r u c t u r eo f +the Global Offering’’ in this prospectus +‘‘Offer Shares’’ the Hong Kong Offer Shares and the International Offer Shares, +together with, where relevant, any additional H Shares which may be +issued by our Company pursuant to the exercise of the Over-allotment +Option +‘‘Over-allotment Option’’ the option expect ed to be granted by us to the International +Underwriters exercisable by the Joint Overall Coordinators (for +themselves and on behalf of the International Underwriters) under +the International Underwriting Ag reement, to require our Company to +allot and issue up to an aggregate of 5,435,000 additional H Shares at +the Offer Price, representing no more than 15.0% of the total number +of Offer Shares initially available under the Global Offering to cover +over-allocations in the Internationa l Offering, if any, further details of +w h i c ha r ed e s c r i b e di nt h es e c t i o nh e a d e d‘ ‘ S t r u c t u r eo ft h eG l o b a l +Offering’’ in this prospectus +‘‘Overseas Listing Trial +Measures’’ +the Trial Administrative Measures o f Overseas Securities Offering and +Listing by Domestic Companies ( 《境內企業境外發行證券和上市管理試 +行辦法》) promulgated by the CSRC on February 17, 2023 +DEFINITIONS +–2 0– + + +--- page 30 --- +‘‘PBOC’’ the People’s Bank of China ( 中國人民銀行), the central bank of the +PRC +‘‘PRC Company Law’’ the Company Law of the People’s Republic of China ( 《中華人民共和國 +公司法》), as amended, supplemented or otherwise modified from time +to time +‘‘PRC Legal Adviser’’ Beijing Kangda Law Firm, the legal adviser to our Company as to the +PRC laws +‘‘PRC Securities Law’’ the Securities Law of the PRC ( 《中華人民共和國證券法》), as amended, +supplemented or otherwise modified from time to time +‘‘Pre-IPO Investment(s)’’ the investment(s) in o ur Company undertaken by the Pre-IPO Investors +pursuant to the relevant equity transfer agreement(s) and/or share +subscription agreement(s), details of which are set out in the section +headed ‘‘History, Development an d Corporate Structure’’ in this +prospectus +‘‘Pre-IPO Investor(s)’’ the investor(s) who a c q u i r e di n t e r e s ti no u rC o m p a n yp u r s u a n tt ot h e +relevant equity transfer agreeme nt(s) and/or share subscription +agreement(s), details of which are set out in the section headed +‘‘History, Development and Corporate Structure’’ in this prospectus +‘‘Price Determination +Agreement’’ +the agreement to be entered into between our Company and the Joint +Overall Coordinators (for themselves and on behalf of the +Underwriters) on the Price Determination Date to fix and record the +Offer Price +‘‘Price Determination +Date’’ +the date on which the Offer Price is to be fixed +‘‘Qianhai Tianzheng’’ Shenzhen Qianhai Tianzheng Biotechnology Co., Ltd. ( 深圳前海天正生 +物科技有限公司), a limited liability company established under the laws +of the PRC on April 23, 2015 and one of our Controlling Shareholders +upon Listing +‘‘R&D’’ research and development +‘‘Regulation S’’ Regulation S under the U.S. Securities Act +‘‘Remuneration and +Appraisal Committee’’ +the remuneration and appraisal committee of our Board +‘‘Renminbi’’ or ‘‘RMB’’ Renminbi, the lawful currency of the PRC +‘‘RSV’’ respiratory syncytial virus +‘‘SAFE’’ the State Administration of Foreign Exchange of the PRC ( 中華人民共 +和國國家外匯管理局) +‘‘SAMR’’ the State Administration for Market Regulation of the PRC ( 中華 +人民 +共和國國家市場監督管理總局) +‘‘Securities and Futures +Commission’’ or ‘‘SFC’’ +the Securities and Futures Commission of Hong Kong +‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of +Hong Kong), as amended, supplemented or otherwise modified from +time to time +‘‘Share(s)’’ ordinary share(s) in the c apital of our Company with a nominal value +of RMB1.00 each, including Domestic Shares and H Shares +DEFINITIONS +–2 1– + + +--- page 31 --- +‘‘Shareholder(s)’’ holder(s) of our Share(s) +‘‘sq.m.’’ square meters +‘‘Stabilizing Manager’’ China International Capital Corporation Hong Kong Securities +Limited +‘‘State Council’’ the State Council of the PRC ( 中華人民共和國國務院) +‘‘Strategy and Investment +Committee’’ +the strategy and investment committee of our Board +‘‘subsidiary(ies)’’ has the meaning as cribed thereto under the Listing Rules +‘‘substantial +shareholder(s)’’ +has the meaning ascribed thereto under the Listing Rules +‘‘Sustainability +Committee’’ +the sustainability committee of our Board +‘‘Takeovers Code’’ the Code on Takeovers and Mergers and Share Buy-backs published by +the SFC, as amended, supplemented or otherwise modified from time +to time +‘‘Track Record Period’’ the three financial years ended December 31, 2023, 2024 and 2025 +‘‘Underwriters’’ the Hong Kong Underwrite rs and the International Underwriters +‘‘Underwriting +Agreements’’ +the Hong Kong Underwriting Agreement and the International +Underwriting Agreement +‘‘United States’’ or ‘‘U.S.’’ the United States of America, its territories, its possessions and all +areas subject to its jurisdiction +‘‘U.S. dollars’’, ‘‘US$’’ or +‘‘USD’’ +United States dollars, the lawful currency of the United States +‘‘U.S. Securities Act’’ the U.S. Securities Act of 1933, as amended, supplemented or otherwise +modified from time to time, and the rules and regulations promulgated +thereunder +‘‘%’’ per cent +DEFINITIONS +–2 2– + + +--- page 32 --- +This glossary of technical terms contains terms used in this prospectus as they relate to our +business. As such, these terms and their meanings may not always correspond to standard industry +meaning or usage of these terms. +‘‘active immunity’’ the body’s ability to dev elop an immune response to pathogens, thereby +controlling pathogen growth and limit ing tissue damage. This type of +immunity can be acquired through na tural infection or by injecting a +substance, such as a vaccine, tha t stimulates the immune system to +produce protective ant ibodies and immune memory +‘‘antibiotics’’ a substance produced by or derived from certain fungi, bacteria and +other microorganisms, or produced by chemical processes that can +destroy or inhibit the growth of other microorganisms; widely used in +the prevention and treatment of infectious diseases +‘‘antibody’’ an immunoglobu lin produced mainly by plasma cells that is used by the +immune system to identify and neutr alize pathogens such as bacteria +and viruses +‘‘antibody titer’’ the measurement of the amount or concentration of antibodies. It is +used to determine the level of immune response to a particular antigen +‘‘antigen’’ Any substance that can indu ce an immune response. F oreign molecules +can be recognized by B cell immunoglobulins or processed by +antigen-presenting cells and comb ined with major histocompatibility +complex to activate T cells, triggering an immune response +‘‘antiserum’’ a class of biological p roduces containing immunoglobulin or +immunoglobulin F(ab’) +2 fragments derived from animal or human +immunized with a specific kind of antigen +‘‘antitoxin’’ an antiserum product containing antibodies that can neutralize a +specific toxin, which is used for pr otection and treatment of diseases +‘‘API’’ active pharmaceutical ingredient, the substance in a pharmaceutical +product that is biologically active +‘‘bursal peptide injection’’ an immunomodulatory substance extra cted from the bursa of chickens, +which functions to inhibit viral re plication, clear viruses, enhance +immune responses, and boost vaccine efficacy +‘‘CAGR’’ compound annual growth rate calculated as V(tn) +V(t0) +)( +tn–t0 +1 +– 1, +V(t0) :s t a r tv a l u e ,V(tn) : finish value, tn–t0 : number of years +‘‘category I new drug’’ a new pharmaceutical that has never been marketed worldwide +‘‘category I new veterinary +drug’’ +a new veterinary drug that has never been marketed worldwide +‘‘category III new +veterinary drug’’ +a new veterinary drug that has fundamental improvements in aspects +such as safety and efficacy compared to similar products that have +already been approved for sale in China +‘‘Clostridium Tetani ’’ The pathogen causing tetanus, commonly found in soil, manure and +intestines of humans and animals. It enters the human or animal. It +infects humans and animals through wounds +‘‘CRO’’ contracted research organization, a company that provides support to +the pharmaceutical, biotechnology, and medical device industries in the +form of research services outsourced on a contract basis +GLOSSARY OF TECHNICAL TERMS +–2 3– + + +--- page 33 --- +‘‘Equine Tetanus +Immunoglobulin +F(ab’) +2’’ +a liquid immunoglobulin (F(ab’) 2) preparation derived from the plasma +of horses immunized with tetanus toxoid, purified through ammonium +sulfate precipitation, ultrafiltrati on, and column chromatography. It is +used for the prevention and treatment of infections caused by +Clostridium tetani +‘‘F(ab’) +2’’ a type of antibody fragment that retains the ability to bind to antigens +but lacks the Fc region, reducing the risk of immune system reactions. +It is commonly used in antivenoms and immunotherapy to neutralize +toxins and pathogens while minimizing side effects +‘‘GFA’’ gross floor area +‘‘GMP’’ good manufacturing practices, the aspect of quality assurance that +ensures that medicinal products are consistently produced and +controlled to the quality standards appropriate to their intended use +and as required by the product specification +‘‘HRIG’’ human rabies immune globulin +‘‘Human TAT’’ human tetanus antitoxin, na mely the tetanus antitoxin used for the +prevention and treatment of infections caused by Clostridium tetani in +humans +‘‘human tetanus +immunoglobulin’’ or +‘‘HTIG’’ +a preparation made from the plasma of healthy individuals with high +titers of tetanus antibodies, purifi ed through low-temperature ethanol +protein separation or other approved methods, and treated for virus +removal and inactivation. It is used for the prevention and treatment of +infections caused by Clostridium tetani +‘‘immunoglobulin’’ also known as antibody, a kind of glycoprotein molecule produced by +plasma cell in the body in response to immune stimulation. It is +composed of F(ab’) +2 and Fc fragments +‘‘incidence’’ the number of new cases occu rring in a specified population per year +‘‘IND’’ investigational new drug, an application and approval process required +before drug candidates may commence clinical trials +‘‘KOLs’’ key opinion leaders, refers to re nowned physicians that influence their +peers’ medical practice +‘‘mAbs’’ monoclonal antibodies +‘‘National Essential +Medicines List’’ +the National Essential Medicines List ( 《國家基本藥物目錄》) +promulgated by the National Health Commission of the PRC ( 中華人 +民共和國國家衛生健康委員會), as amended, supplemented or otherwise +modified from time to time +‘‘NDA’’ new drug application +‘‘new veterinary drug +monitoring period’’ +a period established by the Ministry of Agriculture and Rural Affairs of +the PRC when issuing the approval number for new veterinary +pharmaceutical products. This period lasts up to five years, during +which no additional enterprise is approved to produce or import this +new veterinary drug +‘‘NMPA’’ the National Medical Product Administration of the PRC ( 國家藥品監 +督管理局), successor to the China Food and Drug Administration or +CFDA ( 國家食品藥品監督管理總局) +‘‘NRDL’’ China’s National Reimbursement Drug List +GLOSSARY OF TECHNICAL TERMS +–2 4– + + +--- page 34 --- +‘‘passive immunity’’ The specific immune abilit y acquired by the body through the passive +acceptance of antibodies, sensitized lymphocytes, or their products. +Unlike active immunity, it is charac terized by a rapid effect without a +latent period, providing immediate immunity upon administration, but +with a shorter duration +‘‘phase I clinical trials’’ phase I clinical tria ls aim to test the safety of a new drug candidate +‘‘phase II clinical trials’’ phase II clinical tria ls test the new drug candidate on a larger group of +patients, to gather information about whether it works and how well it +works in the short-term +‘‘phase III clinical trials’’ phase III clinical tr ials are for a new drug candidate that has already +passed phases I and II which test the new drug candidate in larger +groups of patients, to observe its safety and efficacy or compare the +new drug candidate against an existing treatment or a placebo to see if +it works better in practice and if it has important side effects +‘‘pig spleen transfer +factor’’ +an immunomodulatory substance extracted from pig spleen, which +activates the animal body’s immune response mainly by enhancing the +function of specific immune cells, such as T cells and macrophages +‘‘plasma’’ a major component of blood, appearing as a pale yellow liquid due to +the presence of bilirubin, which prima rily functions to transport blood +cells, nutrients, and waste products necessary for maintaining life +activities +‘‘pregnant mare serum +gonadotropin’’ or +‘‘PMSG’’ +glycoprotein hormone derived from the serum of pregnant mares, +which is used to induce estrus, promote follicle development, and +superovulation in animals +‘‘prevalence’’ the number of disease cases present in a particular population at a +given time +‘‘R&D’’ research and development +‘‘rabies antiserum’’ preparation containing th e specific globulin obtained by purification of +hyper-immune serum or plasma of healthy equines having specific +activity of neutralizing the rabies virus +‘‘recombinant porcine +interferon- α’’ or +‘‘rPoIFN-α’’ +engineered antiviral proteins specifically designed for swine to enhance +antiviral immunity and combat viral infections in intensive farming +systems +‘‘serum’’ the clear, yellowish fluid that remains after blood has clotted, or +plasma from which fibrinogen has b een removed. It provides essential +nutrients, hormones, growth factors, binding proteins, and protective +factors for cells in culture +‘‘snake antivenom’’ an antiserum product containing specific antibodies that neutralize +corresponding snake venom +‘‘sq.m.’’ square meter, a unit of area +‘‘tetanus antitoxin’’ or +‘‘TAT’’ +a liquid antitoxin globulin prepar ation containing anti-tetanus +immunoglobulin F(ab’) +2 fragments, which is derived from the plasma +of horses immunized with tetanus toxo id. It is used for the prevention +and treatment of infections caused by Clostridium tetani +‘‘toxin’’ a poisonous substance produced b y living organisms, typically proteins +that interfere with the function of other molecules in the body, such as +tetanus toxin +GLOSSARY OF TECHNICAL TERMS +–2 5– + + +--- page 35 --- +‘‘toxoid’’ a detoxified product of certain bacterial exotoxins treated with +formaldehyde or other agents. Al though the toxicity is eliminated, +the immunogenicity remains, allowi ng the body to produce antitoxins +and achieve immunity against specific diseases +‘‘Two-Invoice System’’ a system that requires one invoice to be issued from pharmaceutical +manufacturers to pharmaceutical d istributions companies and the +other invoice to be issued from pharmaceutical distributions +companies to medical institutions +‘‘vaccine’’ a vaccine is a biological preparation that provides active acquired +immunity by inoculating tested a ntigen into humans or animals to +stimulate immune response against a particular disease +‘‘volume-based +procurement’’ or ‘‘VBP’’ +a series of policies in China under which public medical institutions +collectively purchase drugs and m edical products in bulk through +centralized bidding +GLOSSARY OF TECHNICAL TERMS +–2 6– + + +--- page 36 --- +This prospectus contains certain forward-looking statements relating to our plans, objectives, +beliefs, expectations, predictions and intentions, which are not historical facts and may not represent +our overall performance for the periods of time to which such statements relate. Such statements +reflect the current views of our management with re spect 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 a ssumptions, including the other risk factors as described in this +prospectus. You are strongly cautioned that reliance on any forward-looking statements involves +known and unknown risks and uncertainties. The risks, uncertainties and other factors facing our +Company which could affect the accuracy of forward -looking statements include, but are not limited +to, the following: +. our business strategies and plans to achieve these strategies; +. our ability to complete the development and ob tain the relevant requisite regulatory +approvals of our products and product candidates; +. our product candidates under development or planning; +. our ability to attract customers and furth er enhance our brand recognition; +. our future debt levels and capital needs; +. changes to the political and regulatory environment in the industry and markets in which +we operate; +. changes in competitive conditions and our ability to compete under these conditions; +. future developments, trends and conditions in the industry and markets in which we +operate; +. effects of the global financial markets and economic crisis; +. our financial conditions and performance; and +. changes or volatility in interest rates, forei gn exchange rates, equity prices, volumes, +operations, margins, risk manage ment and overall market trends. +In some cases, we use the words ‘‘aim’’, ‘‘anticipate’’ , ‘‘believe’’, ‘‘can’’, ‘‘continue’’, ‘‘could’’, +‘‘estimate’’, ‘‘expect’’, ‘‘going forward’’, ‘‘intend’’, ‘‘ought to’’, ‘‘may’’, ‘‘might’’, ‘‘plan’’, ‘‘potential’’, +‘‘predict’’, ‘‘project’’, ‘‘seek’’, ‘‘should’’, ‘‘will’’, ‘‘would’’ and similar expressions to identify +forward-looking statements. In particular, we use these forward-looking statements in the sections +headed ‘‘Business’’ and ‘‘Financial Information’’ int h i sp r o s p e c t u si nr e l a t i o nt of u t u r ee v e n t s ,o u r +future financial, business or other performance and development, the future development of our +industry and the future development of the general economy of our key markets. +The forward-looking statements are based on our current plans and estimates and speak only as +of the date they were made. We undertake no obligation to update or revise any forward-looking +statements in light of new information, future events or otherwise. Forward-looking statements +involve inherent risks and uncertainties and are subject to assumptions, some of which are beyond +our control. We caution you that a number of important factors could cause actual outcomes to +differ, or to differ materially, from those expr essed in any forward-looking statements. +Our Directors confirm that the forward-lookin g statements are made after reasonable care and +due consideration. Nonetheless, due to the 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 statements in this +prospectus. All forward-looking statements contained in this prospectus are qualified by reference to +this cautionary statement. +FORWARD-LOOKING STATEMENTS +–2 7– + + +--- page 37 --- +An investment in our Shares involves significan t risks. You 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 des cription of what we consider to be our material +risks. Any of the following risks could have a material and adverse effect on our business, financial +condition and results of operations. In any such case, the market price of our Shares could decline, +and you may lose all or part of your investment. These factors are contingencies that may or may not +occur, and we are not in a position to express a view on the likelihood of any such contingency +occurring. The information given is as of the Latest Practicable Date unless otherwise stated, will not +be updated after the date hereof, and is subject to the cautionary statements in the section titled +‘‘Forward-Looking Statements’’ of this prospectus. +RISKS RELATING TO OUR BUSINESS AND INDUSTRY +Risks Relating to Sales and Distribution of Our Products and the Commercialization of Our Product +Candidates +We may not be able to maintain or increase the sales volume, pricing level and profit margin of our +Human TAT, and diversify our product offering structure effectively. +During the Track Record Period, we primar ily manufactured Human TAT and we generated +substantial revenue from Human TAT. Revenue from sales of Human TAT accounted for 93.0%, +93.3% and 96.4% of our total revenue for the years ended December 31, 2023, 2024 and 2025, +respectively. Sales of our Human TAT may continue to generate a significant portion of our +revenues in future periods. Any decrease in the d e m a n do rp r i c i n gf o ro u rH u m a nT A Tc o u l dc a u s e +our revenue and profitability to decline, which m ay adversely affect our b usiness, financial +condition, results of operations and prospects. Factors that could lead to such decline include, for +example, the following, most of which we have very limited or no control: (i) results of public tenders +determining whether we would be permitted to s ell in designated markets; (ii) the market +acceptability of our products; ( iii) failure to renew our permits to sell Human TAT as required by +regulatory authorities; (iv) PRC pricing guidan ce; and (v) media coverage and public opinion on +potential side effect of Human TAT or discover y of previously unknown adverse reactions. We +cannot guarantee that such efforts to diversify ou r product portfolio will be successful, nor can we +ensure that we will reduce our dependence on Hum an TAT in a timely or competitive manner, or at +all. +We may not be able to compete effectively against current and future competitors. +We operate in a competitive environment. The bio technology and pharmaceutical industries are +characterized by rapid changes in technology, c onstant enhancement of industrial know-how and +frequent emergence of new products. Future technological improvements and continual product +developments in these industries may render our exi sting products obsolete or decrease our viability +and competitiveness. Therefore, our future succe ss will largely depend on our ability to improve our +existing products and develop new and competitively priced products which meet the requirements of +the constantly changing market. We may not be able to compete effectively against current and +future competitors. Our inability to compete effectiv ely could result in decrea se of sales, reduction of +price and loss of market share, any of which could have a material adverse effect on our results of +operations and profit margins. +Certain of our competitors may be actively engaged in research and development in areas where +we have products or where we are developing product candidates. Our competitors may succeed in +developing competing products and product candidates and obtaining regulatory approvals before +us or achieve better acceptance in the markets in which we operate or have established a competitive +position. There may also be significant consolidation in the pharmaceutical industry among our +competitors, or alliances developed among competit ors that may rapidly acquire significant market +RISK FACTORS +–2 8– + + +--- page 38 --- +share. If we fail to effectively compete with our c ompetitors or adjust to structural changes in the +biotechnology and pharmaceutical industries, our o perations and profitability may be materially and +adversely affected. +Our products may be excluded or removed from national, provincial, or other government-sponsored +medical insurance programs. +Our Human TAT is categorized as a Part A drug under the NRDL with full reimbursement +coverage as of the Latest Practicable Date. For example, if our Human TAT is removed from the +NRDL or relevant provincial medical insurance cat alogs, or if any of our future approved product +candidates are not covered by the NRDL or relevan t provincial medical insurance catalogs, our +sales, profitability and business prospects c ould be materially and adversely affected. +We cannot be sure the reimbursement will be available for any approved products candidate +that we commercialize in the future and, if re imbursement is available, what the level of +reimbursement will be. Obtaining or maintainin g reimbursement for app roved products may be +particularly difficult. Meanwhile, there may be d elays in obtaining reimbursement for approved +products, and coverage may be mor e limited than our expectation. +Moreover, eligibility for reimbursement does no t imply that any products will be paid for in all +cases or at a rate that covers our costs. Payment rates may vary according to the use of the products +and the clinical setting in which it is used, ma y be based on payments allowed for lower-cost +products that are already reimbursed, and may be incorporated into existing payments for other +services. Our inability to promptly obtain governm ent-funded coverage and p rofitable payment rates +for any future approved product candidates that w e develop could have a material adverse effect on +our business, our operating results, and our overall financial condition. +We are subject to risks concerning VBP schemes. +During the Track Record Peri od, our Human TAT was subject to the VBP schemes. The VBP +schemes operate on the principle of purchasing larger quantities of pharmaceutical products at lower +prices. This not only allows us to sell our products in larger volumes, it also strengthens our +bargaining power with distributors, enabling us to r educe expenses related to market expansion and +promotion. However, there are uncertainties with r espect to future drug coverage, implementation, +and regulatory framework of centralized VBP schemes. The scheme arrangement and regulatory +framework under the VBP schemes may be adjusted fr om time to time by relevant authorities. If the +regulatory framework or implementation arrange ment of the VBP schemes changes, for example, by +expanding the inclusion criteria to allow multipl e products of the same kind, our ability to win bids +or maintain inclusion for our p roducts may be affected. As a result, our product or product +candidates may not be maintained or added to s uch schemes in the future, which may result in +decreased sales volume and increased sales and marketing expenses and adversely affect our revenue +and profitability. If our competitors win the bid in such schemes while we fail to do so for our +products, demands for our products may decrease a nd our revenue, profitability and market share +could be adversely affected. Moreover, even if we win the bid for our products, there may be +discrepancies between the estimated procurement volumes set out in the tender documents and the +actual procurement volumes. Consequently, there are uncertainties with respect to the impact of the +implementation of centralized VBP schemes on the s ales volume as well as the revenue of the winning +products. +Any reduction, discontinuation or adverse changes in value-added tax policies may adversely affect our +pricing, revenue, profitability and results of operations. +Pursuant to the Announcement of the Ministry of Finance and the State Taxation +Administration on Matters Concerning the Transit ion of VAT Preferential Policies Following the +Implementation of the Law on Value-Added Tax (Announcement No. 10 of 2026), effective from +January 1, 2026, Human TAT is subject to a value-added tax rate of 13%, as compared to 3% +previously. For more details, please see ‘‘Regula tory Overview — Laws and Regulations Relating to +Taxation — VAT’’. Any reduction, discontinuation or adverse change in applicable VAT preferential +RISK FACTORS +–2 9– + + +--- page 39 --- +policies, or any further increase in the applicable VAT rate, could increase our tax burden and affect +our pricing strategy. To the extent that we are unable to pass through such increased VAT costs to +distributors or end customers, we may be required to absorb all or part of such additional costs, +which could adversely affect our revenue, profitability and results of operations. +We benefit from certain preferential tax treatments, government subsidies, and favorable tax policies. +Any reduction, discontinuation or adverse change in such benefits or policies could adversely affect our +profitability. +We enjoy certain tax incentives and governme nt subsidies pursuant to relevant laws and +regulations, including reduced enterprise inco me tax rates. For example, under the EIT Law and its +implementation rules, the statutory enterprise income tax rate is 25%. However, our Company and +certain of our subsidiaries were subject to a pr eferential income tax rate of 15%, as they were +qualified as High-New Technology Enterpris es (the ‘‘HNTE’’) during Track Record Period. We +recognized government gr ants of RMB1.1 million, RMB2.2 million and RMB3.8 million in 2023, +2024 and 2025, respectively, which were awarded by the local governments to support our +operations. Any increase in the enterprise income tax rate applicable to us, or any discontinuation, +retroactive or future reduction or refund of any of the preferential tax treatments and local +government subsidies currently enjoyed by us, co uld adversely affect our business, financial +condition and results of operations. +Further, in the ordinary course of our business, we are subject to complex income tax and other +tax regulations, and significant judgement is required in determining our provision for income taxes. +Although we believe our tax provisions are reasonable, if the PRC tax authorities successfully +challenge our tax positions and we are required to p ay additional taxes, interest and penalties in +excess of our tax provisions, our financial condit ion and results of operations would be materially +and adversely affected. +We may not be able to achieve or maintain widespread market acceptance for our products and future +approved product candidates in the medical community. +The commercial success of our products, incl uding existing or future products, is highly +dependent on their continued market acceptance among healthcare practitioners and patients. We +believe that the market acceptance of our products depends on many factors, including: (i) the +perceived advantages of our products over competing products and the availability and success of +competing products; (ii) the safety and efficacy of our products and the prevalence and severity of +side effects, if any; (iii) the public recognition tow ards the importance of passive immunity; (iv) the +public awareness towards infectious diseases; (v) the pricing and cost effectiveness of our products; +(vi) the effectiveness of our sales and marketing effo rts; and (vii) academic publicity concerning our +products or competing products. +If our products fail to achieve or maintain wide spread market acceptance, or if new products +introduced by our competitors are perceived more favorably by healthcare practitioners and +patients, are more cost-effective or otherwise re nder our products obsolete, the demand for our +products may decline and our business and profitab ility may be materially an d adversely affected. +We may fail to conduct effective promotion or maintain a qualified sales force. +Successful sales and marketing are crucial for us . If we are unable to increase or maintain the +effectiveness and efficiency of our sales and marketing activities, our sales volumes and business +prospects could be adversely affected. In particu lar, our sales and marketing force must possess a +relatively high level of technical knowledge, up-to-date understanding of industry trends, necessary +expertise in the relevant therapeutic areas an d products, as well as sufficient promotion and +communication skills. If we are unable to effectivel y train our in-house sales representatives and +evaluate their academic marketing performance s, our sales and marketing may be less successful +than desired. Please refer to ‘‘Business — Sale s, Marketing and Distribution’’ for details. +RISK FACTORS +–3 0– + + +--- page 40 --- +Moreover, our ability to maintain and cont inue to build out our sales and marketing +capabilities, either on our own or in partnership w ith third parties, is especially important. The +continued development of our sales and marketi ng team will be expensive and time-consuming and +could delay any product launch . If we are unable to sustain and expand our sales and marketing +team, we may be unable to compete successfully against our competitors. On the other hand, for our +collaboration with third-party marketing partne rs, we need to negotiate and enter into arrangements +with them. If we are unable to enter into such arra ngements, on acceptable terms, or at all, we may +not be able to successfully commercialize our prod ucts and product candidates in a timely manner. +We may fail to maintain and optimize an effective distribution network for our products and future +approved product candidates. +We primarily rely on our network of distributo rs to distribute our products. To the best +knowledge of our Directors, all of our distributors during the Track Record Period and as of the +Latest Practicable Date were Independent Thir d Parties. Therefore, our ability to manage the +activities of our distributors is relatively limit ed. Our distributors may take one or more of the +following actions, any of which could have a material adverse effect on our business, prospects and +reputation: (i) failing to distribute our product s in the manner we contemplate, impairing the +effectiveness of our distribution network; (ii) fa iling to distribute our products pursuant to product +safety requirements, causing safety issues and ine ffectiveness of the products; (iii) breaching our +agreements with them, including by selling products that have expired, or by selling products outside +their designated territories or to medical institution s other than their designated medical institutions; +(iv) failing to maintain the requisite license s or otherwise failing to comply with applicable +regulatory requirements when selling our products; a nd (v) violating anti-co rruption, anti-bribery, +competition or other relevant laws and regulations. +Any violation or alleged violation by distri butors of our distribution agreements or any +applicable laws and regulations could result in t he erosion of our goodwill, expose us to liabilities, +disrupt our distribution network and create an unfavorable public perception about the quality of +our products, resulting in a material adverse effect on our business, financial condition, results of +operations and prospects. Since not all of our dis t r i b u t o r sm a ys e l lo u rp r o d u c t so na ne x c l u s i v e +basis, our products may also compete with simila r products from our competitors sold by our +distributors. +Our distributors typically enter into agreeme nts with us for a term of about one year, which +requires us to continually renew distribution agreem ents across our distribut ion network to maintain +such business relati onships. Our distributors might terminat e their business relationship with us, +electing not to make new orders with us or not to renew their agreements with us for various reasons. +In addition, we may not be able to establish business relationships with additional distributors to +support the continued growth of our business. The establishment, suspension, or termination of our +relationships with major distributors is based o n factors such as market conditions, distributor +evaluations, and cooperation prospects, and is carried out through business negotiations on the basis +of equality and mutual benefit. None of our major distributors had voluntarily suspended or +terminated their relationships with us during the Track Record Period. However, if any of our major +distributors, or a significant number of our distr ibutors, voluntarily or involuntarily suspend or +terminate their relationships with us in the fu ture, or we are otherwise unable to maintain and +expand our distribution network effectively, our sales volumes and business prospects could be +adversely affected. Any disruption to our distribu tion network could negatively affect our ability to +effectively sell our products and would materia lly and adversely affect our business, results of +operations, financial condition and prospects. In ad dition, a decline in our distributors’ performance +would lead to a decline in the productivity of our d istribution network and could have a negative +effect on our revenue. +During the Track Record Period, some of our dist ributors may engage sub-distributors to reach +markets within their designated distribution ar eas. We generally do not have direct contractual +relationships with these sub-distributors, wh ich limits our ability to enforce compliance with our +sales requirements and quality standards. See ‘‘Business — Sales, Marketing and Distribution — Our +RISK FACTORS +–3 1– + + +--- page 41 --- +Sales and Distribution Arrangements.’’ The sub-distributors’ behaviors or competition amongst +themselves may have a negative impact on the sales o f our products, which could result in material +and adverse effect on our busin ess and results of operations. +Counterfeits of our products could negatively affect our sales, damage our reputation and the brand +names for the relevant products and expose us to liability claims. +Certain products distributed or sold in the pharmaceutical market may be manufactured +without proper licenses or approvals, or are fraudu lently mislabeled with respect to their content or +manufacturers. These products are generally referred to as counterfeit pharmaceutical products. +Since counterfeit pharmaceutical products in m any cases have very similar appearances compared +with the authentic pharmaceutical products but are generally sold at lower prices, counterfeits of our +products can quickly erode our sales volume of the relevant products. Moreover, counterfeit +products may or may not have the same composition as our products, which may make them less +effective than our products, entirely ineffective or even cause severe adverse side effects. This could +expose us to negative publicity, reputational dam age, fines and other administrative penalties, and +may even result in litigation against us. The existe nce and prevalence of counterfeit pharmaceutical +products, products of inferior quality and other unqualified products in the healthcare markets in +recent years from time to time may reinforce the n egative image in general of all pharmaceutical +products manufactured in the PRC or other relevant markets among consumers, and may harm the +reputation and brand names of companies like us, pa rticularly in overseas markets. As a result of +these factors, the continued proliferation of count erfeit pharmaceutical products in the market could +affect our sales, damage our reputation and the brand names for the relevant products and expose us +to liability claims. +We are subject to risks relating to the sales of our veterinary products. +During the Track Record Period, certain of our revenue was derived from the sales of +veterinary products produced by third-party manufacturers, such as veterinary tetanus antitoxin. +Besides, we plan to continue to invest in development of veterinary products, and expand our +production and sales of our veterinary products to diversify our product portfolio in the future. For +further details, please see ‘‘Business — Our Strategies’’ in this prospectus. Our veterinary products +are primarily used for the prevention and treatment of diseases in livestock such as chickens and +pigs. However, any quality issues with our veteri nary product could result in adverse reactions in +treated livestock and may even lead to death of livestock, causing economic losses for end +consumers. Such incidents may not be predictable or within our control, and could adversely and +materially affect our reputation, business operations, financial position, and business prospects. +The market opportunities for our product candidates may be smaller than we anticipate. +We estimate the target patient populations ba sed on various third-party sources, such as +scientific literature, surveys of clinics, patient f oundations or market research, as well as internally +generated analysis, and we use such estimate s in making decisions regarding our product +development strategy, including determining on which candidates to focus our resources for +preclinical or clinical trials. The se estimates may be inaccurate or based on imprecise data. The total +addressable market opportunity will depend on, among other things, acceptance of the products by +the medical community and patient access, produ ct pricing and reimbursement. The number of +patients in the addressable markets may turn out to be lower than expected, patients may not be +amenable to treatment with our products, or new patients may become inc reasingly difficult to +identify or access. As a result, even if we obtain ma rket approval for our product candidates, we may +not achieve the anticipated market size, revenue and profitability. Any of the above unfavorable +developments could have a material adverse effect on our business, financial condition and results of +operations. +RISK FACTORS +–3 2– + + +--- page 42 --- +We are subject to risks associated with export and international sales. +We export into various overseas regions, such as Southeast Asi a, Africa and other regions or +countries, and we are planning to expand our footprint in the overseas markets. Our international +sales and operations are subject to various risk s related to economic or political uncertainties +including among others: (i) general economic and po litical conditions; (ii) imposition of tariffs, +quotas, trade barriers and other trade protection m easures imposed by foreign countries; (iii) import +or export licensing and certification requirements imposed by various foreign countries; (iv) different +regulatory requirements regarding pharmaceutic al products registration and clinical data imposed +by various foreign countries; (v) the closing of borders by foreign countries to the import of +products; (vi) difficulties and costs associated with complying with, and enforcing remedies under, a +wide variety of complex domestic and internation al laws, treaties and regulations; (vii) different +regulatory structures and unexpected changes in r egulatory environments; (viii) failure to obtain or +renew required sales approval in current and future sa les regions; (ix) fluctuations in exchange rates; +(x) fluctuations in international logistics costs; (xi) earnings that may be subject to withholding +requirements, higher tax rates and incremental tax es upon repatriation; and (xii) potentially negative +consequences from changes in tax laws. +Negative consequences relating to these risks and uncertainties could jeopardize or limit our +ability to transact business in one or more of the m arkets where we operate or in other developing +markets and could materially and adversely affect our business, financial condition, results of +operations and prospects. +We are subject to various risks relating to third-party payments. +During the Track Record Period, some of our customers (the ‘‘ Relevant Customer(s) ’’) settled +their outstanding payments (the ‘‘ Third-Party Payment ’’) to us through third parties other than +contractual counterparties under relevant s ales and purchase agreements or orders (the ‘‘ Third-Party +Payor(s) ’’). The aggregate amount that were settled th rough Third-Party Payments by the Relevant +Customers were approximately RMB2.2 million and RMB8.2 million for the years ended December +31, 2023 and 2024, respectively, representing approximately 1.1% and 3.7% of our total revenue for +the corresponding periods. Third-Party Payments may subject us to various legal risks. We are +exposed to possible money laundering risks as we o nly possess limited background knowledge of the +parties involved in the Third-Party Payment ar rangement and the source of the Third-Party +Payments. In addition, we may be subject to potent ial claims from the Third-Party Payors or their +liquidators to return the Third-Party Payments . For more details, please refer to ‘‘Business — +Third-party Payment Arrangement’’ in this prospectus. +If we were involved in legal pro ceedings on money laundering charges, we may need to spend +significant time and financial and managerial r esources in response to such proceedings. Our +reputation as a trustworthy business may be tarnished by our involvement in the proceedings, which +m a yi nt u r nr e s u l ti nd i f f i c u l t yi nm a i n t a i n i n gg o o dbusiness relationship with our existing customers +or attracting new customers. We cannot assure you that our business, financial condition, results of +operations and prospects will not be materially an d adversely affected by a claim or prosecution +against us. +Starting from April 1, 2025, we stopped allowing our customers to settle their payments +through Third-Party Payments. As a result of our c essation of allowing Third-Party Payment, the +Relevant Customers may be unable or reluctant to continue conducting business with us. If a +significant number of the Relevant Customers cease to place orders or reduce their orders with us, +and we are unable to make up the shortfall th rough other means, including but not limited to +securing additional orders from our existing customers or expanding our customer base, our +business, financial condition and results of operations may be adversely affected. +RISK FACTORS +–3 3– + + +--- page 43 --- +Risks Relating to Manufacture and Supply of Our Products and Product Candidates +If our products are not manufactured to the necessary quality standards, it could harm our business. +Our products and manufacturing processes are required to meet certain quality standards. +Despite our quality control system and procedure s, we cannot eliminate the risk of errors, defects or +failure. We may fail to detect or cure quality defects as a result of a number of factors, some of which +are outside our control, including: (i) manuf acturing errors; (ii) t echnical or mechanical +malfunctions in the manufacture process; (iii) human error or mal feasance by our quality control +personnel; (iv) tampering by third parties; and (v) quality issues with the raw materials we purchase +or produce. +In addition, when we expand our manufacturing capacity in the future, we may not be able to +ensure consistent quality between products manu factured in the existing and new facilities, or need +to incur substantial costs for doing so. Failure to detect quality defects in our products or to prevent +such defective products from being delivered to en d-users could result in patient injury or death, +product recalls or withdrawals, license revocation or regulatory fines, or other problems that could +seriously harm our reputation and business, expose us to liability, and adverse ly affect our revenues +and profitability. +If we are not able to obtain sufficient quantities of raw materials and biological assets of required +quality at a commercially acceptable cost, our business could be harmed. +We purchase horses and fodder for horse breeding. Plasma is collected after horse +immunization process and used in our product ion of Human TAT. During the Track Record +Period, we mainly procured horses and fodd er externally to support our production. +The prices of these supplies we source from third parties are susceptible to fluctuations due to +supply and demand trends in the commodities markets, transportation costs, government +regulations, the economic climate and other unfore seen circumstances. Our results of operations +may be adversely affected if we are unable to obtai n adequate supplies of high quality horses or raw +materials in a timely manner at reasonable pric es or make alternative arrangements for such +supplies, or if there are significant increases in t he costs of horses or raw materials that we could not +pass on in full. +Furthermore, we heavily rely on our horse breeding and plasma collection base for the supply +of immune horse plasma. In the event of unforeseen circumstances, including but not limited to +natural disasters such as extreme weather, fires, earthquakes and epidemic among horses that cause +injury or death to the horses at our facility, we may be unable to procure a sufficient number of +reasonably priced horses in a short time. This cou ld result in an inability to secure adequate immune +horse plasma at a reasonable cost, significantly and adversely affecting our production and sales of +our products, our business operations and financial prospects. +There may be real or perceived incidents of severe side effects caused by our products. +Our products may cause undesirable or unintended side effects as a result of a number of +factors, many of which are outside our control. These factors include potential side effects not +revealed in clinical testing, unus ual but severe side effects in isolated cases, defective products not +detected by our quality management system, misuse of our products by end-users or use of our +product for an indication that is not in accordance with regulatory approved usage and labeling. Our +products may also be perceived to cause severe side effects when a conclusive determination as to the +cause of the severe side effects is not obtained or is unobtainable. +Further, our products may be perceived to cause severe side effects if other pharmaceutical +companies’ products containing the same or simila r active pharmaceutical ingredients as our +products cause or are perceived to have caused severe side effects, or if one or more regulators, such +as the NMPA, the MOA, or an international institu tion, such as the WHO, determine that products +RISK FACTORS +–3 4– + + +--- page 44 --- +containing the same or similar ingredients as our pro ducts’ could cause or lead to severe side effects. +Such incidences may cause negative publicity and have material adverse impact on the industry and +therefore affect our business and results of operations. +If our products cause, or are perceived to cau se, severe side effects, we may face a number of +consequences, including, but not limited to: (i) inju ry or death of patients; (ii) a severe decrease in the +demand for, and sales of, the relevant products; (iii) recall or withdrawal of the relevant products; +(iv) revocation of regulatory approvals for the rele vant products or the releva nt production facilities; +(v) stricter and more frequent regu latory inspections of our product ion facilities and products; (vi) +removal of relevant products from any medical insurance catalogs or provincial lists of special +medications related to the severe diseases insuran ce; (vii) inability to participate in the centralized +tender process; (viii) exposure to lawsuits and reg ulatory investigation re lating to the relevant +products that result in liabilitie s, fines or penalties; and (ix) br each of contract with our major +customers. As a result of these potential consequences, our revenue and profitability could be +adversely affected. +If we fail to increase our production capacity, our business prospects could be adversely affected. +We manufacture a significant portion of our pro ducts at our production facilities located in +Ji’an, Jiangxi Province and we plan to expand our pr oduction capacity in Ji’an, Jiangxi Province and +build new production lines in Chifeng, Inner Mon golia. Our ability to expand our manufacturing +capacity is subject to a number of risks and uncertain ties, including our ability to obtain the requisite +permits, licenses and approvals for the construct ion and operation of the new production facilities +and production lines, the risk of construction dela ys and delays in equipment procurement, as well as +our ability to timely recruit sufficient qualifie d staff to support the increase in our production +capacity. Consequently, there can be no assurance that we will be able to increase our production +capacities in the manner we contemplate, or at all. In the event we fail to increase our production +c a p a c i t i e s ,w em a yn o tb ea b l et oc a p t u r et h ee x p e c t e dg r o w t hi nd e m a n df o ro u re x i s t i n gp r o d u c t s , +or to successfully commercialize a dditional products, each of which could adversely affect our +business prospects. Moreover, our plans to increase our production capacities require significant +capital investment, and the actual costs of our expansion plan may exceed our original estimates, +which could adversely affect the return on our expenditure. +We may encounter problems in manufacturing our products. +The manufacturing of pharmaceutical products is a highly exacting and complex process, +particularly because the complexity of biological me chanisms leads to variability in industrial yields, +and also because the biological materials being ma nufactured are very vulnerable to contamination. +The manufacturing of pharmaceutical products i s also heavily regulated by the NMPA, the MOA, +and other regulatory authorities in China. Pr oblems may arise during the manufacturing for a +variety of reasons, including but not limited to: ( i) equipment malfunction; (ii) failure to follow +specific protocols and procedures; (iii) problems with raw materials; (iv) deterioration of horse +plasma due to improper storage; (v) failure to compl y with strictly enforced regulatory requirements +and GMP; (vi) changes in the types of products produced; and (vii) human-made or natural disasters +and environmental factors. +If problems arise during the production of a batch of products, that batch of product may have +to be discarded and we may experience product shortages or incur extra expenses. This could, among +other things, lead to increased costs, decreased re venue, damage to customer relationships, time and +expense spent investigating the cause and, dep ending on the cause, similar losses with respect to +other batches or products. If problems are not discovered before the product is released to the +market, recall and product liability costs may als o be incurred. In addition, if we fail to timely +improve and optimize our manufacturing proces ses or techniques or only make insufficient +improvement, we may not be able to meet the clin ical demand on better safety and efficacy of +antitoxins, nor the market demand on larger and faster supply, which would impair our +competitiveness, interfere with our current sa les and future regulatory submissions and/or +commercialization of new products, and in turn our b usiness and results of operations would suffer. +RISK FACTORS +–3 5– + + +--- page 45 --- +We may fail to establish and maintain an effective cold-chain network. +Antitoxin, antiserum products and immune hors e plasma are sensitive biological products. +Even slight changes to temperature and lighting c onditions may affect their potency. To maintain +quality and potency, these products must be stored in strictly controlled environments through +cold-chain logistics providers. Co ld-chain transportation and stor age in the entire delivery process of +these products is required in order to ensure constant monitoring and control of temperature, with a +tracking system implemented to keep proper records of the temperature during transportation and +storage. If we or third parties we cooperate with, o r our distributors and sub-distributors fail to +strictly adhere to any of the requirements when transporting our products through cold-chain, our +products may be exposed to inappropriate temperatures or other improper storage conditions and +subject to potency diminishment or even poten cy loss. In this case, all the products that are +t r a n s p o r t e di nt h es a m eb a t c ha r es u b j e c tt oq u a l i t yd a m a g ea n dm a yn e e dt ob ed e s t r o y e d .A sa +result, our reputation and business may be materially and adversely affected. +We deal with potentially harmful biological materials and other hazardous materials that may cause +environmental contamination or injury to others. +Our manufacturing operations and R&D activi ties involve the controlled use of potentially +harmful biological materials and o ther hazardous materials. In particular, the risk of accidental +contamination to the environment or injury to our employees or others from the use, manufacture, +storage, handling or disposal of these materials m ay not be completely eliminated. For example, the +virus and bacteria used for our production, if lea ked, may pose risks on the environment or public +health. In the event of contamination or injury, we could be held liable for any resulting damages, +which could exceed any applicable insurance cov erage we may have. Furthermore, governmental +agencies could initiate investigations against us, w hich may result in fines, sanctions, revocations of +operating permits, suspension of our operations , closure of our facilities or other penalties. Our +reputation may be harmed as well. +Risks Relating to the Research and Development of Our Product Candidates +We may be unable to successfully complete clinical development, obtain regulatory approval and +commercialize our product candidates, or experience significant delays in doing so. +Our business prospect is influenced by the succes sful development, regulatory approval and +commercialization of our product candidates. The success of our product candidates will depend on +several factors, including: (i) successful completion of preclinical studies, enrollment of patients in, +and completion of clinical trials; (ii) favorable saf ety and efficacy data from our clinical trials and +other studies; (iii) receipt of regulatory appro vals; (iv) the performance by contract research +organizations, or CROs, or other third parties to c onduct clinical trials, of their duties to us in a +manner that complies with our protocols and appli cable laws and that protects the integrity of the +resulting data; and (v) obtaining sufficient s upplies of any competitor products that may be +necessary for use in clinical trials for e valuation of our product candidates. +If we do not achieve one or more of these fact ors in a timely manner or at all, we could +experience significant delays in our ability or be un able to obtain approval for and/or to successfully +commercialize our product candidates, which w ould render us fail to achieve our milestones as +planned, and materially harm our product development efforts. These factors present uncertainty +and material risks to our commercial success and ma y cause potential investo rs to lose a substantial +amount or substantially all of their investment in our business. +We invest substantial resources in research and development in order to develop, enhance or adapt to +new technologies and methodologies, which may not be successful attempts. +The pharmaceutical market is constantly evolving, and we must keep pace with new +technologies and methodologi es to maintain our competitive position. For the years ended +December 31, 2023, 2024 and 2025, our R&D expe nses amounted to RMB2 4.2 million, RMB13.7 +million and RMB23.7 million, respectively. We expect to continue to invest significant amounts of +human and capital resources to develop our produc t candidates and enhance our technologies that +RISK FACTORS +–3 6– + + +--- page 46 --- +will allow us to advance our pipeline products. We cannot assure you that we, our CRO or our R&D +collaboration partners will be able to develo p, improve or adapt to new technologies and +methodologies, successfully identify new technological opportunities, develop and bring new or +enhanced products to market, obtain sufficient or any patent or other intellectual property +protection for such new or enhanced products or obtain the necessary regulatory approvals in a +timely and cost effective manner, or, if such products are introduced, that those products will +achieve market acceptance. Any failure to do so may render our efforts obsolete, which could +significantly reduce demand for our products and harm our business and prospects. +Clinical development involves a lengthy and expensive process with uncertain outcomes, and we may +encounter unexpected difficulties executing ou r clinical trials and commercializing our product +candidates on a timely basis. +Clinical testing is expensive and can take multiple years to complete, and its outcome is +inherently uncertain. There can be no assurance that these trials or procedures will be completed in a +timely or cost-effective manner or result in a comm ercially viable product or expanded indication. +Failure to successfully complete these trials or p rocedures in a timely and cost-effective manner +could have a material adverse effect on our prospect s. Clinical trials or procedures may experience +significant setbacks even after earlier trials have shown promising results. +The results of preclinical studies and early clinical trials of our product candidates may not be +predictive of the results of later-stage clinical tria ls, and initial or interim results of a trial may not be +predictive of the final results. Product candidate s in later stages of clinical trials may fail to show the +desired safety and efficacy traits despite having progressed through preclinical studies and initial +clinical trials. In addition, there can be signific ant variability in safety and/or efficacy results +between different trials of the same product candidate due to numerous factors, including changes in +trial procedures set forth in protocols, differen ces in the size and type of the patient populations, +including differences in physical conditions , and the rate of dropout among clinical trial +participants. +We may encounter difficulties enrolling patients i n the clinical trials of our product candidates. +Our ability to enroll a sufficient number of subject s that remain in the trial until its conclusion +is a key factor in determining whether we can com plete a clinical trial in a timely manner. We may +experience difficulties in subject enrollment in our c linical trials for a variety of reasons, including: +(i) the size of the study population required for analysis of the trial’s primary endpoints; (ii) design +and eligibility criteria for the clinical trial in q uestion; (iii) our ability to recruit clinical trial +investigators with the appropriate competencies and experience; (iv) the risk that subjects enrolled in +clinical trials will not complete a clinical tr ial; (v) our ability to obtain and maintain subject +consents; and (vi) the availability of approved p roducts that are non-inferior to our product +candidates. +In addition, our clinical trials may compete with our competitors’ clinical trials for subjects +that are in the same preventive or treatment areas as our product candidates. Such competition will +reduce the number and types of subjects available to us, as some subjects might opt to enroll in a trial +being conducted by our competitors instead of ours. Even if we are able to enroll a sufficient number +of subjects in our clinical trials, delays in subjec t enrollment may result in increased costs or may +affect the timing or outcome of the planned clinical trials, which could prevent completion of these +trials and adversely affect our a bility to advance the developme nt of our product candidates. +We rely on third parties to monitor, support and/or conduct pre-clinical studies and clinical trials of our +product candidates. +We rely on third parties, including but not limit ed to contracting research organizations, +hospitals, clinics and academic institutions who are beyond our control to monitor, support, and/or +conduct pre-clinical studies and clinical trials of our product ca ndidates. As a result, we have less +control over the quality, timing and cost of these s tudies and the ability to recruit trial subjects than +if we conducted these trials wholly by ourselves. If we are unable to maintain or enter into +RISK FACTORS +–3 7– + + +--- page 47 --- +agreements with these third parties on acceptable terms, or if any such engagement is terminated, we +may be unable to enroll patients on a timely basis or otherwise conduct our trials in the manner we +anticipate. In addition, there is no guarantee that these third parties will devote adequate time and +resources to our studies or perform as required b y a contract or in accordance with regulatory +requirements. If these third parties fail to meet ex pected deadlines, fail to timely transfer to us any +regulatory information, fail to adhere to protoc ols or fail to act in accordance with regulatory +requirements or our agreements with them, or if th ey otherwise perform in a substandard manner or +in a way that compromises the quality and/or accuracy of their activities and/or the data they obtain, +then pre-clinical studies and clinical trials of ou r product candidates may be extended, delayed or +terminated, or our data may be rejected by the NMPA, the MOA, or other applicable regulatory +agencies. +We may fail to achieve product development milestones as disclosed in this prospectus or subsequent +public disclosures. +We disclose in this prospectus our expectations or targets for the timing of certain milestones +associated with our product development program s, including the anticipated regulatory approval +for the manufacture and sales of a product. Afte r the Listing, as a publicly listed company we may +continue to make such disclosures of our expect ations in this respect. However, the successful +implementation of our product development progra ms is subject to significant business, economic +and competitive uncertainties and contingencies which we will re-evaluate from time to time based +on the government regulations and policies as well as the continued growth of the pharmaceutical +market. +The actual timing for achieving product developm ent milestones could var y significantly from +our expectations due to a number of factors, many of which are outside our control. There can be no +assurance that our preclinical studies or clinical t rials will be completed as planned or at all or that +we will make regulatory submissi ons or receive regulatory approvals as planned or that we will be +able to adhere to our current schedule for the launch of any of our products candidates. If we fail to +achieve one or more of these milestones as planned, it could adversely affect the price of our Shares +and our business prospects. +We may fail to capitalize on product candidates or indications that may later prove to be more +profitable or for which there is a greater likelihood of success. +As we have limited human and financial resources , we must limit our research and development +programs to specific product candidates that we identify for specific indications. As a result, we may +forego or delay pursuit of opportunities with other product candidates or for other indications that +later prove to have greater commercial potential . Our resource allocation decisions may cause us to +fail to capitalize on viable commercial products or p rofitable market opportunities. In addition, if we +do not accurately evaluate the commercial potential or target market for a particular product +candidate, we may relinquish valuable rights to t hat product candidate through collaboration, +licensing or other royalty arrangements when it would have been more advantageous for us to retain +sole development and commercializ ation rights to such product candidate. Such developments could +have a material adverse effect on our business, fi nancial condition and results of operations. +The data and information that we gather in our R&D process could be inaccurate or incomplete. +We collect, aggregate, process, and analyze data and information from our preclinical studies +and clinical trials. We also engage in substantial inf ormation gathering following the identification +of a promising product candidate. If we make mist akes in the capture, input, or analysis of these +data, our ability to advance the development of ou r product candidates may be materially harmed +and our business, prospects and reputation may suffer. +We also engage in the procurement of regulato ry approvals necessary for the development and +commercialization of our product candidates, for which we manage and submit data to +governmental authorities. These processes a nd submissions are governed by complex data +processing and validation policie s and regulations. Notwithstandi ng such policies and regulations, +interim, top-line or preliminary data from our clin ical trials that we anno unce or publish from time +RISK FACTORS +–3 8– + + +--- page 48 --- +to time may change as more patient data become ava ilable and are subject to audit and verification +procedures that could result in material changes in the final data, in which case we may be exposed to +liability to a patient, court or government agenc y that concludes that our storage, handling, +submission, delivery, or display of health informa tion or other data was wrongful or erroneous. The +insurance coverage for clinical trials may prove to be inadequate or could cease to be available to us +on acceptable terms, or at all. Even unsuccessful claims could result in substantial costs and +diversion of management time, attention, and resources. A claim brought against us that is +uninsured or under-insured could harm our business, financial condition and results of operations. +Risks Relating to Governmental Regulations +All material aspects of the research, development and commercialization of pharmaceutical products +are heavily regulated. +All jurisdictions in which we intend to devel op and commercialize our product candidates +regulate these activities in great depth and deta il. We intend to focus our activities in China while +pursuing global opportunities. Most of these places strictly regulate the pharmaceutical industry, +and in doing so they employ broadly similar regulatory strategies. However, there are differences in +the regulatory regimes that make for a complex and costly regulatory compliance burden for a +company like us that plans to export to multiple regions. +The process of obtaining regulatory approvals with appropriate laws and regulations requires +the expenditure of substantial time and financial resources. Failure of us or our business partners to +comply with the applicable requir ements at any time during the product development process or +approval process, or after approval, may subject us to administrative or judicial sanctions. These +sanctions could include but are not limited to a regul ator’s refusal to approve pending applications, +withdrawal of an approval, license revocation, a clinical hold, voluntary or mandatory product +recalls, product seizures, total or partial suspensio n of production or distribution, injunctions, fines, +refusals of government contracts, restitution, disgorgement or civil or criminal penalties. Any +occurrence of the foregoing could therefore mater ially adversely affect our business, financial +condition, results of operations and prospects. +There may be adverse events caused by our product candidates. +Adverse events caused by our product candidates could cause us or regulatory authorities to +interrupt, delay or halt clinical trials and could resu lt in a more restrictive label or the delay or denial +of regulatory approval by the NMPA, the MOA, or ot her applicable regulatory authority, or could +result in limitations or withdrawal following appr ovals. If results of our trials reveal a high and +unacceptable severity or prevalence of adverse events, our trials could be suspended or terminated +and the NMPA, the MOA, or other applicable regulato ry authorities could order us to cease further +development of, or deny approval of, our product candidates. +Any reported adverse events in our clinical trials could affect patient rec ruitment or the ability +of enrolled subjects to complete the trial, and cou ld result in potential product liability claims. Any +of these occurrences may harm our reputation, business, financial condition and prospects +significantly. In this prospect us and from time to time, we disclose clinical results for our product +candidates, including the occurrence of adverse events and serious adverse events. Each such +document speaks only as of the date of the data cutoff used in such document, and we undertake no +duty to update such information u nless required by applicable law. +Our products and any future approved product candidates will be subject to ongoing regulatory +obligations and continued regulatory review. +Our products and any additional product candidates that are approved by the regulators are +and will be subject to ongoing regulatory requirem ents with respect to manufacturing, labeling, +packaging, storage, advertising, promotion, sampling, record-keeping, conduct of post-market +studies, submission of safety, efficacy, and other post-market information, and other requirements +of regulatory authorities in China and/or other countries. We are and will be subject to continual +review and inspections by the regulators in order to assess our compliance with applicable laws and +RISK FACTORS +–3 9– + + +--- page 49 --- +requirements and adherence to commitments we mad e in any application materials with the NMPA, +the MOA, or other applicable author ities. Accordingly, we must co ntinue to devote time, money and +effort in all areas of regulatory compliance. +The regulatory approvals for our products and any approvals that we receive for our product +candidates are and may be subject to limitations on the indicated uses for which our product may be +marketed. The approvals we obtain may also be subject to other conditions which may require +potentially costly post-marketing testing and surv eillance to monitor the safety and efficacy of our +products or product candidates. Such limitations and conditions could adversely affect the +commercial potential of our products. +The NMPA, the MOA, or other applicable regulatory authorities may seek to impose a consent +decree or withdraw marketing approval if we fail to maintain compliance with these ongoing +regulatory requirements or if problems occur afte r the product reaches the market. Later discovery +of previously unknown problems with our products or product candidates or with our +manufacturing processes may result in revision s to the approved labeling or requirements to add +new safety information; imposition of post-market studies or clinical studies to assess new safety +risks; or imposition of distribution restrictions or o ther restrictions. Other potential consequences +include, among other things: (i) restrictions on the marketing or manufacturing of our products, +withdrawal of the product from the market, or voluntary or mandatory product recalls; (ii) fines, +untitled or warning letters, or holds on clinical tr ials; (iii) refusal by the NMPA, the MOA, or other +applicable regulatory authorities to approve pe nding applications or supplements to approved +applications filed by us or suspension or revocatio n of license approvals or withdrawal of approvals; +and (iv) product seizure or detention, or refusal to permit the import or export of our products and +product candidates; and/or in junctions or the imposition o f civil or criminal penalties. +Products may be promoted only for their approved indications and for use in accordance with +the provisions of the approved label. The polic ies of the NMPA, the MOA, and other applicable +regulatory authorities may change and additional g overnment regulations may be enacted that could +prevent, limit or delay regulatory approval of our product candidates. We cannot predict the +likelihood, nature or extent of governmental po licies or regulations that may arise from future +legislation or administrative actions in China o r abroad, where the regulatory environment is +constantly evolving. If we are slow or unable to adapt to changes in existing requirements or the +adoption of new requirements or policies, or if we are unable to maintain regulatory compliance, we +may lose any regulatory approval that we ha ve obtained and we may not achieve or sustain +profitability. +Changes in government regulations or in practices relating to the healthcare industry may result in +additional costs. +The healthcare industry is heavily regulated g lobally. Changes in gove rnment regulation or in +practices relating to the healthcare industry, such as a relaxation in regulatory requirements, or the +introduction of simplified approval procedures w hich will lower the entry barrier for potential +competitors, or an increase in re gulatory requirements which may increase the difficulty for us to +satisfy such requirements, may have a material adv erse impact on our business, financial condition, +results of operations and prospects. +In China and some other jurisdictions, a numb er of legislative and regulatory changes and +proposed changes regarding healthcare could prevent or delay regulatory approval of our product +candidates, restrict or regulate post-approval activ ities and affect our ability to profitably sell our +products and any product candidates for which we obtain regulatory approval. In recent years, there +have been and will likely continue to be efforts to e nact administrative or legislative changes to +healthcare laws and polic ies, including measures which may result in more rigorous coverage criteria +and downward pressure on the price that we fix f or any approved product. Any reduction in +reimbursement from gove rnment programs may result in a similar reduction in payments from +private payors. The implementation of cost conta inment measures or other healthcare reforms may +prevent us from being able to generate revenue, a ttain profitability, or co mmercialize our products. +RISK FACTORS +–4 0– + + +--- page 50 --- +We are subject to risks concerning Two-Invoice System. +As one of the measures of the PRC healthcare sy stem reform, the State Council together with +seven other central government departments (including the NHC and the NMPA) jointly issued the +Notice of Publishing Opinions on Implementing Two-Invoice System in Drug Procurement Among +Public Medical Institutions (For Trial Implementation) ( 《印發關於在公立醫療機構藥品採購中推行 +「兩票制」的實施意見(試行)的通知》) on December 26, 2016. See ‘‘Regulatory Overview — Other +Laws and Regulations in Relation to Medical Industry — Drug Circulation and Two-Invoice +System.’’ The ‘‘Two-Invoice System’’ means one invoice between the pharmaceutical manufacturer +and the pharmaceutical distributor, and one invoic e between the pharmaceutical distributor and the +hospital, and thereby only allows a single level of distributor for the sale of pharmaceutical products +from the pharmaceutical manufacturer to the public hospital. Public medical institutions are +generally required in the Two-Invoice System for drug procurement, while other medical institutions +are encouraged but not required to follow. Violations of the Two-Invoice System may result in +disqualification from the bidding and procuremen t process, blacklisting from engaging in sales to +public hospitals, or inclusion in adverse records of pharmaceutical procurement. +We or our business partners may fail to maintain the necessary licenses for the development, +production, promotion, sales and distribution of our products. +We are required to obtain, maintain and ren ew various permits, licenses, approvals and +certificates in order to develop, produce, promote and sell our products, and the third parties on +whom we may rely on to develop, produce, promote, sell and distribute our products may be subject +to similar requirements. For more details, see ‘‘ Business — Licenses and Permits.’’ We and the +parties on whom we rely, such as distributors and s uppliers, may be subject to regular inspections, +examinations, inquiries and audits by the regula tory authorities, and an adverse outcome of such +inspections, examinations, inquiries and audits m ay result in the loss or non-renewal of the relevant +permits, licenses, approvals and certificates. Mo reover, there can be no assurance we or the parties +on whom we rely on will be able to meet new criteria that may be imposed in order to obtain or +renew the necessary permits, licenses, approvals a nd certificates. Many of such permits, licenses, +approvals and certificates are material to the ope ration of our business, and if we or parties on whom +we rely on fail to maintain or renew material permit s, licenses, approvals and certificates, it could +materially impair our ability to conduct our busin ess. There is no assurance that we will be able to +maintain or renew material permits, licenses, approvals and certificates in the future. +Any changes in the standards used by governmental authorities in considering whether to renew +or reassess our licenses, permits, approvals a nd certificates, as well as any enactment of new +regulations that may restrict the conduct of our bus iness, may also decrease our revenue and increase +our costs, which in turn could materially and adv ersely affect our profitability and prospects. +Furthermore, if the interpretation or implementat ion of existing laws and regulations changes, or +new regulations come into effect, so as to require us or parties upon whom we rely to obtain any +additional permits, licenses, approvals or certifi cates that were previously not required to operate +our business, there can be no assurances that we or parties upon whom we rely will successfully +obtain such permits, licenses, approvals or certificates. +We are subject to certain regulatory requirements over foreign currency conversion and remittance. +Currently, the conversion and remittance of foreign currencies from RMB are subject to certain +laws and regulations. It cannot be guaranteed that under a certain exchange rate, we will have +sufficient foreign exchange to meet our foreign exchange requirements . Under the current PRC +foreign exchange control system, foreign exchange transactions under the current account conducted +by us, including the payment of dividends, do not require advance approval from the State +Administration of Foreign Exchange (‘‘ SAFE ’’), but we are required to present documentary +evidence of such transactions and conduct such tr ansactions at designated foreign exchange banks +within China that have the licenses to carry out f oreign exchange business. Foreign exchange +transactions under the capital account conducted by us, however, must be approved in advance by +the SAFE. +RISK FACTORS +–4 1– + + +--- page 51 --- +Under existing foreign exchange regulations, following the completion of the Global Offering, +we will be able to pay dividends in foreign currencies without prior approval from the SAFE by +complying with certain procedural requirements. However, the foreign exchange policies regarding +payment of dividends in foreign currencies may ch ange from time to time in the future. In addition, +any insufficiency of foreign exchange may restrict our ability to obtain sufficient foreign exchange +for dividend payments to shareholders or to satis fy any other foreign exchange requirements. If we +fail to obtain approval from the SAFE to convert Re nminbi into any foreign exchange for any of the +above purposes, our capital expenditure plans, and e ven our business, operating results and financial +condition, may be materially and adversely affected. +Changes in international trade policies, barriers and tariffs or the emergence of a trade war may have +an adverse effect on our business and expansion plans. +International market conditions and the international regulatory environment have historically +been affected by competition among countries and ge opolitical frictions. Changes to trade policies, +treaties and tariffs of the jurisdictions in which we export to, or the perception that these changes +could occur, could adversely affect the financial and economic conditions of the jurisdictions in +which we operate, as well as our overseas expansion, our financial condition and results of +operations. Specifically, imposition or increase o f tariffs may lead to increase of our sales prices to +end-customers, undermining the demand for our products in overseas regions, negatively impact our +export to foreign regions. +Certain of our practices with respect to social insurance and housing provident fund contribution may +subject us to penalties. +We are required by PRC labor laws and regulations to pay various statutory employee benefits, +including pensions insurance, medical insurance , work-related injury insurance, unemployment +insurance, maternity insurance and housing fund, to designated government agencies for the benefit +of our employees. Companies registered and operating in China are required under the Social +Insurance Law of the PRC ( 《中華人民共和國社會保險法》), the Provisional Regulations for the +Collection and Payment of Social Insurance Premiums ( 《社會保險費徵繳暫行條例》)a n dt h e +Regulations on Management of Housing Fund ( 《住房公積金管理條例》) to apply for social +insurance registration and housing fund deposit re gistration within 30 days of their establishment +and to pay for their employees different social insurance including pension insurance, medical +insurance, work-related injury insurance, unemployment insu rance and maternity insurance and +housing provident fund to the extent required by law. +During the Track Record Period and up to the La test Practicable Date, we did not make full +contributions to social insurance and housing provident funds for some of our employees. Pursuant +to the relevant PRC laws and regulations, if any of the relevant social insurance authorities is of the +view that the social insurance contributions we made for our employees do not comply with the +requirements under the relevant PRC laws and regulations, it may order us to pay the outstanding +balance within a prescribed time period plus a late fee of 0.05% of the total outstanding balance per +day. If we fail to do so within the prescribed period as requested by the relevant social insurance +authorities, we may be subject to a fine ranging be tween one to three times of the total outstanding +balance. In addition, if any of the relevant housing provident fund authorities is of the view that our +contributions to the housing provident fund do not satisfy the requirements under the relevant PRC +laws and regulations, it may order us to pay the outstanding balance within a prescribed period. If +we fail to do so within the prescribed period, we may be subject to an order from the relevant PRC +courts for compulsory enforcement. +We cannot assure you that we will not receive any c omplaint, penalty or enforcement action for +our historical practices with respect to social in surance and housing provident fund contributions +and we cannot assure you that the competent government authorities will not require us to settle the +outstanding amount within the specified time limit or impose late payment penalties on us. If we are +otherwise subject to investigations related to non -compliance with labor laws and are imposed severe +RISK FACTORS +–4 2– + + +--- page 52 --- +penalties or incur significant leg al fees in connection with labor law disputes or investigations, our +financial condition and results of operations could be adversely affected. For details, see ‘‘Business +— Employees — Social Insurance and Housing Provident Fund’’ in this prospectus. +We may be directly or indirectly subject to applicable anti-kickback, false claims laws, physician +payment transparency laws, fraud and abuse laws or similar healthcare and security laws and +regulations in China and other jurisdictions. +Healthcare providers, physic ians and others play a primary role in the recommendation and +prescription of any products for which we obtain regulatory approval. If we obtain approval from +the NMPA, the MOA or other applicable regulatory authorities for any of our product candidates +and begin commercializing those pr oducts in China and our other target markets, our operations +may be subject to various fraud and abuse laws in Ch ina and other jurisdictions, including, without +limitation, the PRC Anti-Unfair Competition Law ( 《反不正當競爭法》) and PRC Criminal Law ( 《刑 +法》). These laws may impact, among other things, o ur proposed sales, marketing and education +programs. In addition, we are subject to similar healt hcare laws in other jurisdictions, some of which +may be broader in scope than others and may apply to healthcare services reimbursed by any source, +which may include not only governmental payers, but also private insurers. There are ambiguities as +to what is required to comply with any of these requ irements, and if we fail to comply with any such +requirement, we could be subject to penalties. +Violations of fraud and abuse laws may be puni shable by criminal and/or civil sanctions, +including penalties, fines and/or exclusion or suspension. Efforts to ensure that our business +arrangements with third parties comply with applic able healthcare laws and regulations will involve +substantial costs. Government authorities co uld conclude that our business practices may not +comply with current or future statutes, regulations or case law involving applicable fraud and abuse +or other healthcare laws and regulations. If any suc h actions are instituted against us, and if we are +not successful in defending ourselves or assertin g our rights, those actions could result in the +imposition of civil, criminal and administrative pen alties, damages, disgorgement, monetary fines, +possible exclusion from participation in governmental healthcare programs, contractual damages, +reputational harm, diminished pro fits and future earnings, and cur tailment of our operations, any of +which could adversely affect our ability to operate our business and have a significant impact on our +businesses and results of operations. +If any of the physicians or other providers or entities with whom we expect to do business are +found to be not in compliance wit h applicable laws, they may be subject to criminal, civil or +administrative sanctions, includi ng exclusions from government-fu nded healthcare programs, which +may also adversely affect our business. +You may experience difficulties in effecting service of legal process and enforcing judgments against us +and our management based on Hong Kong or other foreign laws. +We are incorporated under the laws of the PRC, and all of our assets are located in the PRC. In +addition, a majority of our Directors and senior management personnel reside within the PRC, and +substantially all their assets are located within the PRC. As a result, it may not be possible to effect +service of process within the United States or e lsewhere outside the PRC upon us or our Directors +and senior management personnel. +On July 14, 2006, the Supreme People’s Court of the PRC and the government of Hong Kong +Special Administrative Region entered into th e Arrangement on Reciprocal Recognition and +Enforcement of Judgments in Civil and Commercia l Matters by the Courts of the Mainland and of +the Hong Kong Special Administrative Region Pu rsuant to Choice of Court Agreements between +Parties Concerned ( 《關於內地與香港特別行政區法院相互認可和執行 +當事人協議管轄的民商事案件判 +決的安排》) (the ‘‘Arrangement ’’) which was taken into effect on August 1, 2008. Pursuant to the +Arrangement, where any designated PRC court or any designated Hong Kong court has made an +enforceable final judgment requ iring payment of money in a civil or commercial case under a choice +of court agreement in writing, any party concerned may apply to the relevant PRC court or Hong +Kong court for recognition and en forcement of the judgment. A choice of court agreement in writing +RISK FACTORS +–4 3– + + +--- page 53 --- +is defined as any agreement in writing entered int o between parties after the effective date of the +Arrangement in which a Hong Kong court or a mainl and court is expressly selected as the court +having sole jurisdiction for the dispute. +On January 18, 2019, the Supreme People’s Cou rt and the Hong Kong SAR Government signed +the Arrangement on Reciprocal Recognition a nd Enforcement of Judgments in Civil and +Commercial Matters by the Courts of the Mainland and of the Hong Kong Special +Administrative Region ( 關於內地與香港特別行政區法院相互認可和執行民商事案件判決的安排), or +the New Arrangement, which seeks to establish a mechanism with greater clarity and certainty for +recognition and enforcement of judgments in wider range of civil and commercial matters between +Hong Kong SAR and the Chinese mainland. The New Arrangement does not include the +requirement for a choice of court agreement in wr iting by the parties. The New Arrangement will +only take effect after the promulgation of a judici al interpretation by the Supreme People’s Court +and the completion of the relevant legislative procedures in the Hong Kong SAR. The New +Arrangement will, upon its effectiveness, superse des the Arrangement. Therefore, before the New +Arrangement becomes effective, it may be difficu lt to enforce a judgment rendered by a Hong Kong +court in China if the parties in the dispute do not a gree to enter into a choice of court agreement in +writing. +We are subject to risks concerning certain of our properties in China. +We have not yet obtained title certificates for several buildings used as laboratories and +administrative offices or currently vacant in Hai kou, Hainan. According to the relevant PRC laws +and regulations and as advised by our PRC Legal Ad viser, we may be subject to a fine ranging from +RMB50,000 to RMB405,000 as a consequence. In such event, our operations and financial condition +may be adversely affected. +Risks Relating to Our Inte llectual Property Rights +We may be unable to obtain and maintain patent protection for our products and product candidates +through intellectual property rights, or the scope of such intellectual property rights obtained may be +not sufficiently broad. +Our success depends in large part on our ab ility to protect our proprietary technology, +products and product candidates from competition by obtaining, maintaining and enforcing our +intellectual property rights, incl uding patent rights. This process i s expensive and time-consuming, +and we may not be able to file and prosecute all ne cessary or desirable patent applications at a +reasonable cost or in a timely manner. We may als o fail to identify patentable aspects of our R&D +output before it is too late to obtain patent protection. As a result, we may not be able to prevent +competitors from developing and commercializ ing competitive products in all such fields and +territories. +Patents may be invalidated and patent applications may not be granted for a number of +reasons, including known or unknown prior deficiencies in the patent application or the lack of +novelty of the underlying invention or technology. Any of counterparties with whom we have +entered into non-disclosure and confidentiality agreements may breach such agreements and disclose +such output before a patent application is filed, jeop ardizing our ability to seek patent protection. In +addition, publications of discoveries in the sc ientific literature often lag behind the actual +discoveries. Patent applications in China and othe r jurisdictions are typically not published until +18 months after filing, or in some cases, not at all. +Under the Patent Law of the PRC ( 中華人民共和國專利 +法) promulgated by the Standing +Committee of the NPC, as amended, patent applications are maintained in confidence until their +publication at the end of 18 months from the filin g date. Therefore, we cannot be certain that we +were the first to make the inventions claimed in our patents or pending patent applications or that +we were the first to file for patent protection of such inventions. +RISK FACTORS +–4 4– + + +--- page 54 --- +Furthermore, the PRC have adopted the ‘‘first-to -file’’ system under which whoever first files a +patent application will be awarded the patent if al l other patentability requirements are met. Under +the first-to-file system, even after reasonable i nvestigation we may be unable to determine with +certainty whether any of our products, processes, technologies, inventions, improvement and other +related matters have infringed upon the intellect ual property rights of others, because such third +party may have filed a patent application while we are still developing that product, and the term of +patent protection starts from the date the pate nt was filed, instead of the date it was issued. +Therefore, the validity of issued patents, patentability of pending patent applications and +applicability of any of them to our programs may be lower in priority than third-party patents +issued on a later date if the application for such pa tents was filed prior to ours and the technologies +underlying such patents are the same or substanti ally similar to ours. In addition, under PRC patent +law, any organization or individ ual that applies for a patent in a foreign country for an invention or +utility model accomplished in China is required to report to the CNIPA, for confidentiality +examination. Otherwise, if an application is later filed in China, the patent right will not be granted. +The coverage claimed in a patent application can be significantly reduced before the patent is +issued, and its scope can be reinterpreted after i ssuance. Even if patent applications we license or +own currently or in the future are to be issued as patents, they may not be issued in a form that will +provide us with any meaningful protection, prevent competitors or other third parties from +competing with us, or otherwise provide us with an y competitive advantage. In addition, the patent +position of pharmaceutical comp anies generally is highly uncert ain, involves complex legal and +factual questions, and has been the subject of mu ch litigation in recent years. As a result, the +issuance, scope, validity, enfo rceability and commercial value o f our patent rights are highly +uncertain. +The issuance of a patent is not conclusive as to its inventorship, scope, validity or +enforceability, and our patents may be challeng ed in the courts or patent offices in the PRC and +other countries. We may be subject to a third-party pre-issuance submission of prior art to the +CNIPA or other related intellectual property offices, or become involved in post-grant proceedings +such as opposition, derivation, revocation and re-ex amination, or inter parte s review, or interference +proceedings or similar proceedings in foreign jurisdi ctions challenging our patent rights or the patent +rights of others. An adverse determination in any such submission, proceeding or litigation could +reduce the scope of, or invalidate, our patent r ights, allow third parties to commercialize our +technology, products or product candidates and compete directly with us without payment to us. +Moreover, we may have to participate in interference proceedings declared by the CNIPA or other +related intellectual property offices to determine priority of invention or in post-grant challenge +proceedings, such as oppositions in a foreign patent office, that challenge the priority of our +invention or other features of patentability of our patents and patent applic ations. Such challenges +may result in loss of patent rights, loss of excl usivity, or in patent claims being narrowed, +invalidated, or held unenforceable, which cou ld limit our ability to stop others from using or +commercializing similar or identical technology and products, or limit the duration of the patent +protection of our technology, products and product candidates. Such proceedings also may result in +substantial costs and require significant t ime from our skilled and qualified employees and +management, even if the eventual outcome is favor able to us. Consequently, we do not know whether +any of our technologies, products or product candidates will be protectable or remain protected by +valid and enforceable patents. Our competitors or o ther third parties may be able to circumvent our +patents by developing similar or alternative techno logies or products in a non-infringing manner. +Even if we are able to obtain patent protection for our products and product candidates, the life of such +protection, if any, is limited. +Although various adjustments and extensions may be available, the term of a patent, and the +protection it affords, is limited. Even if we successf ully obtain patent protection for an approved +product candidate, such product candidate m ay face competition from generic or biosimilar +medications once the patent ha s expired. Manufacturers of generic or biosimilar products may +challenge the scope, validity or enforceability of o ur patents in court or before a patent office, and +RISK FACTORS +–4 5– + + +--- page 55 --- +we may not be successful in enforcing or defending th ose intellectual property rights and, as a result, +may not be able to develop or market the relevant product exclusively, which would have a material +adverse effect on any potential sales of that product. The issued patents and pending patent +applications, if issued, for our products and product candidates are expected to expire on various +dates as described in the paragraph headed ‘‘S tatutory and General Information — Further +Information about the Business of Our Company — 2. Intellectual Property Rights’’ in Appendix +VII to this document. Upon the expiration of our issued patents or patents that may issue from our +pending patent applications, we will not be able to assert such patent rights against potential +competitors and our business and results of operations may be adversely affected. +Given the amount of time required for the development, testing and regulatory review of new +product candidates, patents protecting such product candidates might expire before or shortly after +such product candidates are commercialized. As a result, our owned and licensed patents and patent +applications may not provide us with sufficien t rights to exclude othe rs from commercializing +products similar or identical to ou rs. Moreover, some of our patents and patent applications may in +the future be, co-owned with third parties. If we are unable to obtain an exclusive license to any such +third-party co-owners’ interest in such patents or patent applications, such co-owners may be able to +license their rights to other third parties, inclu ding our competitors, and our competitors could +market competing products and technology. In addition, we may need the cooperation of any such +co-owners of our patents in order to enforce such patents against thi rd parties, and such cooperation +may not be provided to us. Any of the foregoing could have a material adverse effect on our +competitive position, business, financial conditions, results of operations and prospects. +We may become involved in lawsuits to protect or enforce our intellectual property. +Competitors may infringe our patent rights o r misappropriate or otherwise violate our +intellectual property rights. To counter infri ngement or unauthorized use, litigation may be +necessary in the future to enforce or defend our intellectual property rights, to protect our trade +secrets or to determine the validity and scope of our own intellectual property rights or the +proprietary rights of others. This can be expen sive and time consuming. Any claims that we assert +against perceived infringers could also provoke these parties to assert counterclaims against us +alleging that we infringe their intellectual propert y rights. Accordingly, despite our efforts, we may +not be able to prevent third parties from infrin ging upon or misappropriating our intellectual +property. An adverse result in any litigation proceeding could put our patents, as well as any patents +that may issue in the future from our pending patent applications, at risk of being invalidated, held +unenforceable or interpreted narrowly. Furthermo re, because of the substantial amount of discovery +required in connection with intellectual property litigation, some of our confidential information +could be compromised by disclosure during this type of litigation. +Defendant counterclaims allegi ng invalidity or unenforceabilit y are commonplace, a third party +can assert invalidity or unenforceability of a pate nt on numerous grounds. Such proceedings could +result in revocation or amendment to our patents in such a way that they no longer cover and protect +our products or product candidates. The outcom e following legal assertions of invalidity and +unenforceability is unpredictable . With respect to the validity of our patents, for example, we, our +patent counsel, and the patent examiner coul d be unaware of invalidating prior art during +prosecution. If a defendant were to prevail on a lega l assertion of invalidity a nd/or unenforceability, +we would lose at least part, and perhaps all, of the patent protection on our products or product +candidates. Such a loss of patent protection could have a material adverse impact on our business. +If we are sued for infringing intellectual property rig hts of third parties, such litigation could be costly +and time consuming and could prevent or delay us from developing or commercializing our product +candidates. +We are aware of numerous issued patents and pending patent applications belonging to third +parties that exist in fields in which we are developing our product candidates. We may also be +unaware of third-party patents or patent applications, and given the dynamic area in which we +operate, additional patents are likely to be issued that relate to aspects of our business. As the +RISK FACTORS +–4 6– + + +--- page 56 --- +pharmaceutical industry expands and more patents are issued, the risk increases that our product +candidates may give rise to claims of infringement of the patent rights of others. Third parties may +assert that we are using technology in violation of their patent or other proprietary rights. Defense of +these claims, regardless of their merit, could invol ve substantial litigation expense and divert our +technical personnel, management personnel, or bot h from their normal responsibilities. Even in the +absence of litigation, we may seek to obtain license s from third parties to avoid the risks of litigation, +and if a license is available, it could impose cos tly royalty and other fees and expenses on us. +If third parties bring successful claims against us for infringement of their intellectual property +rights, we may be subject to injunctive or other equitable relief, which could prevent us from +developing and commercializing one or more of our product candidates. In the event of a successful +claim against us of infringement or misappropriat ion, or a settlement by us of any such claims, we +may have to pay substantial damages, including treble damages and attorneys’ fees in the case of +willful infringement, pay royalties or redesign o ur infringing product candidates, which may be +impossible or require substantial time and cos t. In the event of an adverse result in any such +litigation, or even in the absence of litigation, we may need to obtain licenses from third parties to +advance our research or allow commercialization of our product candidates. Any such license might +not be available on reasonable terms or at all. In the event that we are unable to obtain such a +license, we would be unable to further develop and commercialize one or more of our product +candidates, which could harm our business signif icantly. We may also elect to enter into license +agreements in order to settle patent infringement c laims or to resolve disputes prior to litigation, and +any such license agreements may require us to pay royalties and other fees that could significantly +harm our business. +Even if litigation or other proceedings are resolved in our favor, there could be public +announcements of the results of hearings, motions or other interim proceedings or developments, +and if securities analysts or investors perceive these results to be negative, this could have a +substantial adverse effect on the market price of our Shares. We may not have sufficient financial or +other resources to adequately conduct such litigation or proceedings. Some of our competitors may +be able to sustain the costs of such litigation or pro ceedings more effectively than we can because of +their greater financial resources. Uncertainties resulting from the initiation and continuation of +patent litigation or other proceedings could hav e a material adverse effect on our ability to compete +in the marketplace and t he price of our H Shares. +Our patent protection could be reduced or eliminated for non-compliance with procedural document +submission, fee payment and other requirements imposed by government patent agencies. +Periodic maintenance fees on any issued patent are due to be paid to the CNIPA and other +patent agencies in several stages over the lifetime of the patent. The CNIPA and various +governmental patent agencies require complianc e with a number of procedural, documentary, fee +payment, and other similar provisions d uring the patent application process. +Although an inadvertent lapse can in many cases be cured by payment of a late fee or by other +means in accordance with the applicable rules, no n-compliance can result in abandonment or lapse +of the patent or patent application, resulting in p artial or complete loss of patent rights in the +relevant jurisdiction. Non-compliance events tha t could result in abandonment or lapse of a patent +or patent application include failure to respond t o official actions within prescribed time limits, +non-payment of fees, and failure to properly le galize and submit formal documents. In any such +event, our competitors might be able to enter the market, which would have a material adverse effect +on our business. +We may be unable to protect the confidentiality of our trade secrets, and we may be subject to claims +that our employees have wrongfully used or disclosed alleged trade secrets of their former employers. +In addition to our issued patent and pending pa tent applications, we rely on trade secrets, +including unpatented know-how, technology and other proprietary information, to maintain our +competitive position and to protect our products and product candidates. We seek to protect these +trade secrets, in part, by entering into non-disclos ure and confidentiality agreements or include such +RISK FACTORS +–4 7– + + +--- page 57 --- +undertakings in the agreement with parties that h ave access to them. We also enter into employment +agreement or consulting agreement with our employ ees and consultants that includes undertakings +regarding assignment of inventions and discoveri es. However, any of these parties may breach such +agreements and disclose our proprietary information, and we may not be able to obtain adequate +remedies for such breaches. Enforcing a claim tha t a party illegally disclosed or misappropriated a +trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. If any +of our trade secrets were lawfully obtained or independently developed by a competitor, we would +have no right to prevent them from using that technology or information to compete with us and our +competitive position would be harmed. +Furthermore, certain of our employees were previously employed at other pharmaceutical +companies, including our competitors or potenti al competitors. Some of these employees executed +proprietary rights, non-disclosure and non-competition agreements in connection with such previous +employment. Although we try to ensure that our emp loyees do not use the proprietary information +or know-how of others in their work for us, we may be subject to claims that we or these employees +have used or disclosed intellectual property, including trade secrets or other proprietary +information, of any such employee’s former emplo yer. If we fail in defending any such claims, in +addition to paying monetary damages, we may lose valuable intellectual property rights or +personnel. Even if we are successful in defending a gainst such claims, litigation could result in +substantial costs and be a distraction to management. +In addition, while we typically require our employ ees, consultants and contractors involved in +the development of intellectual property to execute agreements assigning such intellectual property +to us, we may be unsuccessful in executing such an agreement with each party who in fact develops +intellectual property that we regard as our own, which may result in claims by or against us related +to the ownership of such intellect ual property. If we fail in prosecuting or defending any such claims, +in addition to paying monetary damages, we may lose valuable intellectual property rights. Even if +we are successful in prosecuting or defending aga inst such claims, litigation could result in +substantial costs and be a distraction to our management and scientific personnel. +Our trademarks and trade names may be not adequately protected. +We own issued trademark registrations and h ave trademark applications pending as of the +Latest Practicable Date, any of which may be the subject of a governmental or third-party +opposition or objection, which could prevent the registration or maintenance of the same. We cannot +assure you that any currently pending trademark applications or any trademark applications we may +file in the future will be approved. In addition, in proceedings before some governmental agencies in +many foreign jurisdictions, third parties are gi ven an opportunity to oppose pending trademark +applications and to seek to cancel registered trade marks. Opposition or cancellation proceeding may +be filed against our trademarks and our trademarks may not survive such proceedings. If we are +unsuccessful in obtaining trademark protecti on for our primary brands, we may be required to +change our brand names, which could materially an d adversely affect our business. Moreover, as our +products mature, our reliance on our trademarks to differentiate us from our competitors will +increase, and as a result, if we are unable to prevent third parties from adopti ng, registering or using +trademarks and trade dress that infringe, dilute or otherwise violate our trademark rights, or +engaging in conduct that constitutes unfair competi tion, defamation or other violation of our rights, +our business could be materia lly and adversely affected. +Our trademarks or trade names may be challenged , infringed, circumvented or declared generic +or determined to be infringing on other marks. We may not be able to protect our rights to these +trademarks and trade names, which we need to build name recognition among potential partners or +customers in our markets of interest. In addition, there could be potential trade name or trademark +infringement claims brought by owners of other registered trademarks or trademarks that +incorporate variations of our registered or unregistered trademarks or trade names. Over the long +term, if we are unable to establish name recognition based on our trademarks and trade names, then +we may not be able to compete effectively and our b usiness may be adversely affected. If we attempt +to enforce our trademarks and assert trademark infringement claims, a court may determine that the +RISK FACTORS +–4 8– + + +--- page 58 --- +marks we have asserted are invalid or unenforceable, or that the party against whom we have +asserted trademark infringement has superior rights to the marks in question. In the event that our +trademarks or trade names are successfully challenged, we could be forced to rebrand our products, +which could result in loss of brand recogniti on and could require us to devote resources to +advertising and marketing new brands. Any of the foregoing could have a material adverse effect on +our competitive position, business, financial conditions, results of operations and prospects. +We may not be able to adequately enforce our intellectual property rights even in the jurisdictions where +we seek protection. +Filing, prosecuting, and defending patents on p roduct candidates in all countries throughout +the world would be prohibitively expensive, and the laws of some countries may not protect our +rights to the same extent as the laws of China. Consequently, we may not be able to prevent third +parties from practicing our inventions in all cou ntries outside China, or from selling or importing +products made using our inventions in and into China or other jurisdictions. Competitors may use +our technologies in jurisdictions where we have not obtained patent protection to develop their own +products and, further, may export otherwise infringing products to territories where we have patent +protection but enforcement is not as strong as that in China. These products may compete with our +products, and our patents or other intellectual property rights may not be effective or sufficient to +prevent them from competing. +The legal systems of certain countries, particularly certain developing countries, do not favor +the enforcement of patents, trade secrets, and other intellectual property protection, particularly +those relating to biotechnology products, w hich could make it difficult for us to stop the +infringement of our patents or marketing of competing products in violation of our intellectual +property and proprietary rights generally. Pro ceedings to enforce our intellectual property and +proprietary rights in foreign jurisdictions could re sult in substantial costs and divert our efforts and +attention from other aspects of our business, could put our patents at risk of being invalidated or +interpreted narrowly, could put our patent applications at risk of not issuing, and could provoke +third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the +damages or other remedies awarded, if any, may n ot be commercially meaningful. Accordingly, our +efforts to enforce our intellectual property and proprietary rights around the world may be +inadequate to obtain a significant commercial adv antage from the intellectual property that we +develop or license. +Many countries have compulsory licensing laws under which a patent owner may be compelled +to grant licenses to third parties. In addition , many countries limit the enforceability of patents +against government agencies or government contractors. In these countries, the patent owner may +have limited remedies, which could materially diminish the value of such patent. If we or any of our +licensors is forced to grant a license to third par ties with respect to any patents relevant to our +business, our competitive position may be impaired, and our business, financial condition, results of +operations, and prospects may be adversely affected. +Risks Relating to Our General Operations +Our success depends on our key senior management me mbers and our ability to attract, train, motivate +and retain highly skilled and qualified employees. +We are dependent on our senior management to manage our business and operations, and on +our key research and development personnel to develop new products, technologies and applications +and to enhance our existing products. Our success a lso depends on our team o f skilled and qualified +employees and their ability to keep pace with a dvanced technologies and developments in +pharmaceutical industry and develop new products. +We compete for qualified personnel with other pharmaceutical companies, universities and +research institutions. The pool of suitable ca ndidates is limited, and we may face challenges in +attracting and retaining skilled and qualified e mployees. We may not be able to hire and retain +enough skilled and qualified emplo yees at the current level of wages. To compete effectively, we may +RISK FACTORS +–4 9– + + +--- page 59 --- +need to offer higher compensation and other benef its, which could materially and adversely affect +our financial condition and results of operation s. In addition, we may not be successful in training +our professionals to keep pace with changes in customer needs and technological and regulatory +standards. Any inability to attract, motivate, t rain or retain skilled and qualified employees may +have a material adverse effect on our business, financial condition, results of operations, cash flows +and prospects. +We may be subject to product liability claims. +The development and commercialization of pharm aceutical products entail inherent risks of +harm to patients and we are therefore exposed to ri sks associated with product liability claims as a +result of developing, producing, marketing, pro moting and selling pharmaceutical products in the +jurisdictions in which our pharmaceutical produ cts are marketed and sold. Such claims may arise if +any of our products are deemed or proven to be unsa fe, ineffective, defective or contaminated or if +we are alleged to have engaged in practices such as improper, insufficient o r improper labeling of +products or providing inadequate warnings or insufficient or misleading disclosures of side effects. +Although we are currently not aware of any exist ing or anticipated product liability claims with +respect to our products, there can be no assurances that we will not become subject to product +liabilities claims or that we will be able to succe ssfully defend ourselves against any such claims. +If a product liability claim is brought against us , it may, regardless of merit or outcome, result +in damage to our reputation, breach of contract with our customers, decreased demand for our +products, costly litigation, product recalls, l oss of revenue and the inab ility to commercialize our +products. If we are unable to defend ourselves against such claims, among other things, we may be +subject to civil liability for phys ical injury, death or other lo sses caused by our products and to +criminal liability and the revocation of our busines s licenses if our pharma ceutical products are +found to be defective. In addition, we may be requ ired to recall the relevant pharmaceutical +products, suspend sales or cease sales. Other jurisdictions in which our products are, or may in the +future be, sold, may have similar or more onerou s product liability and pha rmaceutical product +regulatory regimes, as well as more litigious envi ronments that may further expose us to the risk of +product liability claims. Moreover, even the alle gation that our pharmaceutical products are +harmful, whether or not ultimately proven, may adversely affect our reputation and sales volumes. +Any product liability insurance may be prohibi tively expensive, or may not fully cover our +potential liabilities. Any business disruption, litig ation or natural disaster might result in substantial +costs and diversion of resources. Any product liab ility insurance for clinical trials, when obtained, +may be prohibitively expensive, or may not fully c over our potential liabilities. The inability to +obtain sufficient insurance coverage at an acceptab le cost or otherwise to protect against potential +product liability claims could have a material an d adverse effect on our business and results of +operations. +We may become a party or are subject to litigation, legal disputes, claims, administrative proceedings +or other administrative measures. +We may from time to time become a party to vario us litigation, legal disputes, claims, +administrative proceedings or ot her administrative measures arising in the ordinary course of our +business. Any litigation, legal disputes, claims, ad ministrative proceedings or other administrative +measures may divert our management’s attention a nd consume their time and our other resources. +Furthermore, any litigation, legal disputes, claims, administrative proceedings or other +administrative measures which are initially no t of material importance may escalate and become +important to us, due to a variety of factors, such as the facts and circumstances of the cases, the +likelihood of loss, the monetary amount at stake and t he parties involved. Negative publicity arising +from litigation, legal disputes, claims, administrat ive proceedings or other administrative measures +may damage our reputation and adversely affect the image of our brands and products. In addition, +if any verdict or award is rendered against us or we are imposed any fines or penalties, we could be +RISK FACTORS +–5 0– + + +--- page 60 --- +required to pay significant mone tary damages, assume other lia bilities and even to suspend or +terminate the related business ventures or project s. Consequently, our business, financial condition +and results of operations may be materially and adversely affected. +We may be unsuccessful in our plans to expand our international business. +We sell our products to certain overseas market s including Southeast Asia, Africa and plan to +further expand our international business. Fo r further information, see ‘‘Business — Sales, +Marketing and Distribution’’. However, furthe r expansion in overseas markets may expose us to +risks and uncertainties, including but not limited to : (i) risks associated with commercializing our +products in new markets where we have limited experience with the local market dynamics and no +existing or developed sales, distribution and market ing infrastructure; (ii) risks associated with local +unions and employment disputes; (iii) risks a ssociated with higher costs for new product +development and relying on potential overseas pa rtners and/or their distribution network for the +development, commercialization, marketing and di stribution of our products; (iv) increased risk of +product liability litigation and regulatory sc rutiny arising from the marketing and sale of +pharmaceutical products in overseas markets and th e costs incurred dealing with such procedures, +as well as our ability to obtain insurance to adequate ly protect us from any resu lting liabilities; and +(v) risks associated with compliance with local t ax laws and regulations including but not limited to +timely filing of tax returns and tax payment, and disp utes or disagreements with local tax authorities +with respect to matters including but not limited to ca lculation of tax liabilities and preferential tax +treatments. +Our international expansion plans may require significant investment but may fail to generate +the level of returns we expected. If we are unable to expand our international business effectively or +at all, our business prospects may be adversely affected. +We may fail to effectively manage our anticipated growth or execute on our growth strategies. +Our growth strategies include but not limited to increasing our penetration into the global +market and expanding our product development. For more information, see ‘‘Business — Our +Strategies’’. Pursuing our growth strategies has resulted in, and will continue to result in, substantial +d e m a n d so nc a p i t a la n do t h e rr e s o u r c e s .I na d dition, managing our growth and executing our +growth strategies will require, among other thin gs, our ability to continue to innovate and develop +advanced technology in the highly competitive global pharmaceutical market, effective coordination +and integration of our facilities and teams across d ifferent sites, successful hiring and training of +personnel, effective cost control, sufficient liq uidity, effective and efficient financial and +management control, in creased marketing and customer support activities, effective quality +control, and management of our suppliers to leverage our purchasing power. Any failure to +execute our growth strategies or realize our anticipated growth could adversely affect our business, +financial condition, results of operations and prospects. +Increased labor costs could negatively a ffect our ability to operate efficiently. +The cost of labor in the PRC has been steadily increasing over the past years as a result of +inflation, government-mandate d wage increases and other changes in PRC labor laws, as well as +competition for talents and qualified employees among pharmaceutical companies. Unless we are +able to pass on these increased labor costs to our customers by increasing the prices of our products, +our financial condition and results of operation s may be adversely affected. Many aspects of our +strategies and business growth may require us t o have additional employees. We may also have +additional employees as a result of organic growth of our business. If we implement such strategies +but fail to realize the benefits and efficiencies we anticipate, we may be unable to offset the +corresponding increases in our staff costs, which adversely affect our revenues and profitability. +Our brands may fail to maintain a positive reputation. +We believe that market awareness and recognition o f our brands, particularly Jiangxi Institute +of Biological Products, have contributed significantly to the success of our business. We also believe +that maintaining and enhancing the se brands is critical to maintain ing our competitive advantage. +RISK FACTORS +–5 1– + + +--- page 61 --- +While we will continue to promote our brands to remain competitive, we may not be successful in +doing so. In addition, we may expand our network of distributors and third-party promoters to +increase our marketing efforts. It may be difficult to effectively manage our brand reputation as we +have relatively limited control over these third par ties. If we are unable to maintain or enhance our +brand recognition and increase awareness of our p roducts, or if we incur excessive marketing and +promotion expenses to do so, our business and resu lts of operations may be materially and adversely +affected. +We may be subject to animal welfare, animal protection and related regulatory requirements. +Certain of our products and product candidates involve the use of animals and animal-derived +materials in research, development, testing and ma nufacturing activities. As a result, we are subject +to applicable laws, regulations and guidelines rela ting to animal welfare and animal protection. Such +requirements may become more stringent in the future due to evolving regulatory standards or +increased public attention to animal welfare i ssues. Any changes in applicable animal welfare +requirements, increased regulatory scrutiny, regul atory investigations, allegations relating to animal +welfare, or negative publicity concerning the use of animals in our operations, whether justified or +not, may result in increased compliance costs or re putational damage whic h could materially and +adversely affect our business, financial condition, results of operations and prospects. +Negative publicity and allegations involving us, our Shareholders, Directors, officers, employees and +business partners may affect our reputation. +Any negative publicity concern ing us, our Shareholders, Dir ectors, officers, employees and +business partners, even if untrue, could adversely affect our reputation and business prospects, which +could damage our brand image or have a material adverse effect on our business, results of +operations and financial condition. Damage to ou r reputation could be difficult, expensive and +time-consuming to restore and cou ld make potential or existing customers reluctant to select us for +new engagements, resulting in a loss of business and could adversely affect our recruitment and +retention efforts. Damage to our reputation co uld also reduce the value and effectiveness of our +brand name and could reduce investor confidence in us, adversely affecting the price of our Shares. +Our business may be impacted by political events, war, terrorism, public health issues, natural disasters +and other outbreaks of contagious diseases or business interruptions. +War, terrorism, geopolitical unce rtainties, public health issues and other business interruptions +could cause damage or disruption to international commerce and the global economy, and thus +could have a material adverse effect on us, our supp liers, logistics service providers, and customers. +For example, wars and geopolitical uncertainties may result in increased overseas shipping costs, +which may cause overseas distributors to adopt a wai t-and-see approach, thereby adversely affecting +our sales volume, results of operations and financial condition. Our business operations are subject +to interruption by, among others, natural dis asters, whether as a resu lt of climate change or +otherwise, fire, power shortages and other industr ial accidents, terrorist attacks and other hostile +acts, labor disputes, public health issues, demonstrations or strikes, and other events beyond our +control. Such events could decrease demand for our products, making it difficult or impossible for us +to make and deliver products to our customers, or to receive raw materials from our suppliers, and +create delays and inefficiencies in our supply chain. While our suppliers are required to maintain safe +working environments and operations, an industrial accident could occur and could result in +disruption to our business and harm to our reputation. In the event of a natural disaster or major +public health issue, we could incur significant l osses, require substantial recovery time and +experience significant expenditu res in order to resume operations. +We have limited insurance coverage, and any claims beyond our insurance coverage may result in our +incurring substantial costs. +Our insurance coverage may not be sufficient to cover all potential claims arising from product +liability, damage to our assets, including our pla nts and equipment, or injuries sustained by our +employees in the course of their work. There can be no assurance that our insurance coverage will be +RISK FACTORS +–5 2– + + +--- page 62 --- +adequate to address all possible incidents. In th e event that a liability claim, property damage, or +employee injury exceeds the limits of our insurance p olicies or falls outside their scope, we may be +required to bear significant financial costs. Th i sc o u l dl e a dt oa na d v e r s ei m p a c to no u rf i n a n c i a l +condition and overall business o perations. Furthermore, addre ssing such liabilities may divert +critical resources, including management attent ion and company funds, which could otherwise be +allocated to strategic initiatives, expans ion efforts, or daily business operations. +We may not be able to identify attractive targets, and we have limited experience in acquisitions. +We may not be able to identify attractive targets, and we have limited experience in +acquisitions. In addition, we may not be able to suc cessfully acquire the targets identified despite +spending a significant amount of time and resources on pursuing such acquisition. Furthermore, +integration of an acquired company, its intellectual property or technology into our own operations +is a complex, time-consuming and expensive proce ss. The successful integration of an acquisition +may require, among other things, that we integr ate and retain key management, sales and other +personnel, integrate the acquired technologies or services from both an engineering and a sales and +marketing perspective, integrate and support pr eexisting supplier, distribution and customer +relationships, coordinate research and develop ment efforts, and consolidate duplicate facilities +and functions. The geographic distance between companies, the complexity of the technologies and +operations being integrated, and the disparate corporate cultures being combined may increase the +difficulties of integrating an acquired compan y or technology. In addition, if we undertake +acquisitions, we may issue dilutive securities, assume or incur debt obligations, incur large one-time +expenses, and acquire intangible assets that could result in significant future amortization expense. +RISKS RELATING TO OUR FINANCIAL POSITION +We are subject to credit risks of our customers. If we experience delays in collecting or if we are unable +to collect payments from customers, our cash flows and operations could be adversely affected. +The average turnover days of our trade and bills receivables for the years ended December 31, +2023, 2024 and 2025, were 124.5 days, 116.6 days and 132.6 days, respectively. As of December 31, +2023, 2024 and 2025, ou r trade and bills receivables were RMB73.3 million, RMB67.8 million and +RMB103.2 million, respectively. As a result, we m ay be exposed to credit risks. We cannot assure +you that we can properly assess and respond in a t imely manner to changes in their credit profile. +If our customers’ cash flows, working capital, f inancial condition or results of operations +deteriorate, they may be unable, or they may other wise be unwilling, to pay trade receivables owed +to us promptly or at all. Any substantial defaults or delays could materially an d adversely affect our +cash flows, and we could be required to terminate o ur relationships with our customers in a manner +that may adversely and materially a ffect our cash flows and operations. +Failure to maintain optimal inventory levels could i ncrease our operating costs or lead to unfulfilled +customer orders. +We are required to maintain optimal invento ry levels in order to successfully meet our +customers’ demand. However, we are exposed to inv entory risk as a result of rapid changing market +demands, and fluctuation in the supply market as well as the volatile economic environment +globally. There can be no assurance that we can accurately predict these trends and events and avoid +overstocking or under-stocking our products. Demand for products could change significantly +between the time when we prepare to manufactur e and the time when they are ready for delivery, +which may lead to overstocking and under-stocking. Besides, given that antis erum products typically +have a short shelf life, failing to sell them within t his period could negatively impact our business +operations and financial position. For details, see ‘‘Business — Inventory Management’’. +We maintain certain inventory levels for our products for sales into our distribution network. +Inventory write-downs are primarily influenced by decrease of fair value. Inventory levels in excess +of demand may result in inventory write-downs, expiration of our products or an increase in +inventory holding costs and a potential negative effect on our liquidity. Our inventory turnover days +were 349.2 days, 317.0 days and 405.1 days in 2023, 2024 and 2025, respectively. For the years ended +RISK FACTORS +–5 3– + + +--- page 63 --- +December 31, 2023, 2024 and 2025, we incurred write-down of inventories of approximately RMB3.3 +million, RMB16.5 million and RMB2.2 million, respecti vely. We recorded a significant amount of +the inventory allowance in 2024 for pregnant mare plasma. As we did not sell self-produced PMSG +in 2024, therefore, the carrying value of pregnant mare plasma inventory was written down to reflect +its lower market value in 2024. If we underestimate demand for our products, we may experience +inventory shortages which may, in turn, result in u nfulfilled customer orders, leading to a negative +impact on our customer relationships. There can be no assurance that we will be able to maintain +proper inventory levels of our products, and any such failure may have a material and adverse effect +on our business, financial condition, results of operations and prospects. +Our results of operations are subject to biological asset fair value adjustments, which are non-cash in +nature and can be highly volatile and are subject to a number of factors. +We have biological assets, primarily consis ting of horses hosted at our Zhangye facilities +primarily for research, development and production. We measure biological assets upon initial +recognition and at the end of each reporting perio d at their fair value less costs of disposal. Fair +value gains or losses with respect to our biological assets are attributable to changes in the +market-determined prices, and professional valuat ion. The fair values of our biological assets at each +reporting date during the Track Record Period wer e assessed by an independent professional valuer. +The fair value measurements of our biological assets fall into level II of the fair value hierarchy. In +valuing our biological assets, the independent valuer has relied on a number of major parameters and +assumptions which may vary from time to time. See ‘‘Financial Information — Assets — Valuation +of Biological Assets’’ for details. +The fair value of our biological assets could be affected by factors including the accuracy of +those parameters, reasonableness of assumptions, as well as the quality of our biological assets and +changes in the pharmaceutical indu stry. Therefore, the resulting adjustments can be highly volatile. +While these assumptions as adopted in the valuation process have been in line with the actual results, +we cannot assure you that there will be no significant deviation in the future. In addition, market +prices for our biological assets are highly volatile and susceptible to significant fluctuations from +period to period. As a result of revaluations of our biological assets from period to period, our +financial position and results of operations may be affected from period to period. In addition, an +increase or decrease in market prices for biologica l assets will, among others, increase or reduce our +total cost of products and gains or losses arisi ng from changes in fair value which makes our +reported profit more volatile. +For details on the valuation and the applicatio n of various assumptions, see the subsection +headed ‘‘Financial Information — Assets — Valuation of Biological Assets’’ in this prospectus. In +particular, upward adjustments and gains so recognized do not generate any cash inflow for our +operations. As a result, when evaluating our resu lts of operations and profitability, you should +consider our profit and margins without taking into account the effects of these biological asset fair +value adjustments. +We are uncertain about the recoverability of our defe rred tax assets, which may affect our financial +positions in the future. +As of December 31, 2023, 2024 and 2025, our deferred tax assets amounted to RMB2.7 million, +RMB2.2 million and RMB1.4 million, which primarily consist of losses available for offsetting +against future taxable profits. For details of the movement of our deferred tax assets during the +Track Record Period, please see Note 21 to the Accountants’ Report in Appendix I to this +prospectus. +Deferred tax assets are generally recognized fo r all deductible temporary differences to the +extent that it is probable that taxable profits w ill be available against which those deductible +temporary differences can be utilized. Such defe rred tax assets are not recognized if the temporary +difference arises from the initial recognition (other than in a business combination) of assets and +liabilities in a transaction that affects neither the t axable profit nor the accounting profit. As such, +this requires significant judgment on the tax treat ments of certain transactions and also assessment +RISK FACTORS +–5 4– + + +--- page 64 --- +on the probability that adequate future taxable profi ts will be available for the deferred tax assets to +be recovered. In this context, we cannot guarantee the recoverab ility or predict the movement of our +deferred tax assets, and to what extent they ma y affect our financial position in the future. +We may need to obtain additional financing to fund our operations and expansion. If we do not have +access to sufficient funding, our business prospects could be affected. +In order to further expand our presence, develop new product candidates, construct and +renovate production facilities and remain competitive, we may require additional capital. We expect +to satisfy such capital commitments using part of the net proceeds from the Global Offering, cash +from operations and bank facilities available to u s. Financing may be unavailable in amounts or on +terms acceptable to us. Our ability to obtain additiona l capital is subject to a va riety of uncertainties, +including our future financial condition, results of operations and cash flows, general market +conditions for capital-raising activities, and eco nomic, political and other conditions in China and +other jurisdictions where we operate. The incurrenc e of indebtedness would re sult in increased debt +service obligations and could resu lt in operating and financing coven ants restricting our operations +or our ability to make acquisitions or pay dividends. Any failure to raise sufficient additional capital +to meet our capital requirements may materially and adversely affect our business, financial +condition and results of operations. +RISKS RELATING TO THE GLOBAL OFFERING +No public market currently exists for our H Shares, and an active trading market for our H Shares may +not develop or be sustained. +Prior to the Global Offering, there was no pub lic market for our H Shares. We cannot assure +you that a public market for our H Shares with adequate liquidity will develop and be sustained +following the completion of Global Offering. In a ddition, the Offer Price of our H Shares may not be +indicative of the market price of our H Shares following the completion of the Global Offering. If an +active public market for our H Shares does not de velop following the com pletion of the Global +Offering, the market price and liquidity of our H Shares could be materially and adversely affected. +The trading price and trading volume of our H Shares may be volatile, which could result in substantial +losses to you. +The price and trading volume of our H Shares may be subject to significant volatility in +response to various factors beyond our control, including the general market conditions of the +securities in Hong Kong and elsewhere in the world . In particular, the business and performance and +the market price of the shares of other companie s engaging in similar busin ess may affect the price +and trading volume of our Shares. In addition to ma rket and industry factors, the price and trading +volume of our Shares may be highly volatile for speci fic business reasons, such as fluctuations in our +revenue, earnings, cash flows, investments, expe nditures, regulatory deve lopments, relationships +with our suppliers, movements or activities of k ey personnel, or actions taken by competitors. +Moreover, shares of other comp anies listed on the Hong Kong St ock Exchange with significant +operations and assets in China have experienced pric e volatility in the past, and it is possible that our +H Shares may be subject to changes in price not directly related to our performance. +You will incur immediate and significant dilution and may experience further dilution if we issue +additional Shares in the future. +The Offer Price of the Offer Shares is higher than the net tangible asset value per Share +immediately prior to the Global Offering. Therefo re, purchasers of the Offer Shares in the Global +Offering will experience an immediate dilution in pro forma consolidated net tangible asset value. +There can be no assurance that i f we were to immediately liquidate after the Global Offering, any +assets will be distributed to Shareholders after the creditors’ claims. To expand our business, we may +consider offering and issuing additional Shares in the future. Purchasers of the Offer Shares may +experience dilution in the net tangible asset val ue per Share of their Shares if we issue additional +Shares in the future at a price which is lower than the net tangible asset value per Share at that time. +RISK FACTORS +–5 5– + + +--- page 65 --- +In addition, purchasers of our H Shares may expe rience further dilution of their interest if the +Underwriter exercise the Over-allotment Option or i f we issue additional shares in the future to raise +additional capital. +Our historical dividends may not be indicative of our future dividend policy, and there can be no +assurance that we will declare and distribute any dividends in the future. +Our historical dividends may not be indicative of our future dividend policy. There can be no +assurance that future dividends will be declared or paid. The declaration, payment and amount of +any future dividends are subject to the discret ion of our Directors depending on, among other +considerations, our business and financial perfor mance, cash requirements and availability, capital +and regulatory requirements and general business conditions. We may not have sufficient or any +profits to enable us to make dividend distributio ns to our Shareholders in the future, even if our +financial statements indicate that our operations have been profitable. See ‘‘Financial Information +— Dividends.’’ +Future sales or perceived sales of substantial amounts of our H Shares in the public market could have a +material adverse effect on the price of our H Shar es and our ability to raise additional capital in the +future. +The market price of our H Shares could decline as a result of future sales of a substantial +number of our H Shares or other securities relating to our H 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, or anticipated sales, of substantial amounts of our securities, including any future +offerings, could also materially an d adversely affect our ability to rai se capital at a specific time and +on terms favorable to us. In addition, our Shareholders may experience dilution in their holdings if +we issue more securities in the fu ture. New shares or shares-linked securities issued by us may also +confer rights and privileges that take priority over those conferred by the H Shares. +Gains on the sales of H Shares and dividends on the H Shares may be subject to PRC income taxes. +Under the applicable PRC tax laws, both the divi dends we pay to non-PRC resident individual +holders of shares (‘‘non-resident individual holders ’’), and gains realized through the sale or transfer +by other means of H shares by such shareholders, are subject to PRC individual income tax at a rate +of 20%, unless reduced by the applicab le tax treaties or arrangements. +Under applicable PRC tax laws, t he dividends we pay to, and gains realized through the sale or +transfer by other means of H shares by, non-PRC resident enterprise holders of H shares +(‘‘non-resident enterprise holders’’) are both s ubject to PRC enterprise income tax at a rate of 10%, +unless reduced by applicable tax t reaties or arrangements. Pursuan t to the Arrangements between +the Mainland of China and the Hong Kong Specia l Administrative Region for the Avoidance of +Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Incomes ( 內地和香 +港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排) dated August 21, 2006, any +non-resident enterprise registered in Hong Kong that holds directly at least 25% of the shares of +our Company shall pay enterprise income tax for the dividends declared and paid by us at a tax rate +of 5% if the Hong Kong non-resident enterprise is the beneficial owner of the equity and certain +other conditions are met. +For non-resident individual holders, gains rea lized through the transfer of properties are +normally subject to PRC individual income tax at a rate of 20%. However, according to the Circular +of the Ministry of Finance and the State Admin istration of Taxation on Issues Concerning +Individual Income Tax Policies ( 財政部、國家稅務 +總局關於個人所得稅若干政策問題的通知), +income received by individual foreigners from dividends and bonuses of a foreign-invested +enterprise are exempt from individual income t ax for the time being. According to the Circular +Declaring that Individual Income Tax Continue s to Be Exempted over Individual Income from +Transfer of Shares issued by the MOF and the SAT ( 關於個人轉讓股票所得繼續暫免徵收個人所得稅 +的通知) effective as of March 30, 1998, income from individuals’ transfer of stocks of listed +companies continued to be temporarily exempted from individual income tax. On February 3, 2013, +RISK FACTORS +–5 6– + + +--- page 66 --- +the State Council approved and promulgated the Notice of Suggestions to Deepen the Reform of +System of Income Distribution ( 國務院批轉發展改革委等部門關於深化收入分配制度改革若干意見的 +通知). On February 8, 2013, the General Office of the State Council promulgated the Circular +Concerning Allocation of Key Works to Deepen the Reform of System of Income Distribution ( 國務 +院辦公廳關於深化收入分配制度改革重點工作分工的通知). According to these two documents, the +PRC government is planning to cancel foreign individuals’ tax exemption for dividends obtained +from foreign-invested enterprises, and the Mini stry of Finance and the State Administration of +Taxation should be responsible for making and imple menting details of such plan. However, relevant +implementation rules or regulations have not been promulgated by the Ministry of Finance and the +State Administration of Taxation. +Therefore, non-resident holders of our H Shares should be aware that they may be obligated to +pay PRC income tax on the dividends and gains realized through sales or transfers of the H Shares. +Our Controlling Shareholders have significant influence over our Company and their interests may not +be aligned with the interest of our other shareholders. +Our Controlling Shareholders have significant influence over our operations and business +strategies, and may have the ability to require our G roup to effect corporate actions according to +their own desires by virtue of their shareholding in our Group. The interests of our Controlling +Shareholders may not always coincide with the best interests of other Shareholders. If the interests of +any of our Controlling Shareholders conflict with t he interests of other Shareholders, or if any of our +Controlling Shareholders chooses to cause our business to pursue str ategic objectives that conflict +with the interests of other Shareholders, our Group or those other Shareholders’ interests may be +adversely affected as a result. +In addition, there is no guarantee that the Contr olling Shareholders will not dispose of their +Shares following the expiration of their respective lock-up periods after the Global Offering. We +cannot predict the effect, if any, of any future sales of the Shares by any of its Controlling +Shareholders, or that the availability of the Shar es offered by any of the Controlling Shareholders +for purchase may have on the market price of the Shares. Sales of a substantial number of Shares by +any of our Controlling Shareholders or the marke t perception that such sales may occur could +materially and adversely affect the p revailing market price of the Shares. +Forward-looking statements contained in this prospectus are subject to risks and uncertainties. +This prospectus contains certain statements and information that are ‘‘forward-looking’’ and +uses forward-looking terminology suc h as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ +‘‘may,’’ ‘‘ought to,’’ ‘‘should’’ or ‘‘will’’ or similar terms. Those statements include, among other +things, the discussion of our Company’s growth strategy and expectations concerning our future +operations, liquidity and capital resources. Investors of the H Shares are cautioned that reliance on +any forward-looking statements involves risks and uncertainties and that any or all of those +assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on +those assumptions could also be incorrect. The un certainties in this regard include, but are not +limited to, those identified in this section, many of which are not within our Company’s control. In +light of these and other uncertainties, the inclusion of forward-looking statements in this prospectus +should not be regarded as representations by our Company that our plans or objectives will be +achieved and investors should not place undue reliance on such forward-looking statements. Our +Company does not undertake any obligation to update publicly or release any revisions of any +forward-looking statements, whether as a result of new information, future events or otherwise. +Please refer to the section headed ‘‘Forward-looking Statements’’ in this prospectus for further +details. +RISK FACTORS +–5 7– + + +--- page 67 --- +Certain facts, forecasts and statistics contained i n this prospectus are derived from various official +government sources and may not be accurate, reliable, complete or up to date. +We have derived certain information and statisti cs in this prospectus, particularly the section +headed ‘‘Industry Overview,’’ the report prep ared by Frost & Sullivan, which was commissioned by +us, and from various official government publicat ions and other publicly available publications +provided by the PRC government. T he information from official government sources has not been +independently verified by us, the Joint Sponsors , or any other persons or parties involved in the +Global Offering, and, therefore , we cannot assure you as to the a ccuracy and reliability of such +information and statistics, which may not be cons istent with other information compiled inside or +outside the PRC. Due to possibly flawed or ineffect ive collection methods or discrepancies between +published information and market practice and other problems, the statistics herein may be +inaccurate or may not be comparable with statisti cs produced for other economies, and you should +not place undue reliance on them. Furthermore, we cannot assure you that they are stated or +compiled on the same basis, or with the same degre e of accuracy, as similar statistics presented +elsewhere. In all cases, you should consider ca refully how much weight o r importance you should +attach to or place on such information or statistics. +If securities or industry analysts do not publish research reports about our business, or if they adversely +change their recommendations regarding our Shares, the market price and trading volume of our Shares +may decline. +The trading market of our Shares may be influenced by research reports that industry or +securities analysts publish about us or our business. If one or more analysts who cover us downgrade +our Shares or publish negative opinions about us, t he market price of our Shares would likely decline +regardless of the accuracy of the information. If one or more of these analysts cease coverage of us or +fail to regularly publish reports on us, we could lo se visibility in the financial markets, which, in +turn, could cause the market price or trading volume of our Shares to decline. +You should read this prospectus carefully and should not rely on any information contained in press +articles or other media relating to us, our H Shares or the Global Offering. +You 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 strongly caution you not to rely on any information contained in press +articles or other media regarding us and the Glo bal Offering. Prior to the publication of this +prospectus, there has been press and media coverage regarding us and the Global Offering. Such +press and media coverage may include references to certain information that does not appear in this +prospectus, including certain operating and financial information and projections, valuations and +other information. We have not authorized the disclosure of any such information in the press or +media and do not accept any responsibility for any such press or media coverage or the accuracy or +completeness of any such information or publication, nor the fairness or appropriateness of any +forecasts, views or opinions expressed by the press or media regarding our Shares, the Global +Offering or us. We make no representation as to the appropriateness, accuracy, completeness or +reliability of any such information or publicatio n. To the extent that any such information is +inconsistent or conflicts with the information contai ned in this prospectus, we disclaim responsibility +for it and you should not rely on such information. +RISK FACTORS +–5 8– + + +--- page 68 --- +In preparation for the Global Offering, our Company has sought and has been granted the +following waivers from strict compliance with t he relevant provisions of the Listing Rules: +WAIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG +Pursuant to Rules 8.12 and 19A.15 of the Listin g Rules, we must have a sufficient management +presence in Hong Kong. This normally means that a t least two of our executive Directors must be +ordinarily resident in Hong Kong. +Our headquarters and substantially all of our business operations are based, managed and +conducted in the PRC. As our executive Directors play very important roles in our business +operation, it is in our best interest for them to be based in the place where our Group has significant +operations. We consider it practicably difficult and commercially unreasonable for us to arrange for +two executive Directors to ordinarily reside in Hong Kong, either by means of relocation of our +executive Directors to Hong Kong or appointment o f additional executive Directors. Therefore, we +do not have, and in the foreseeable future will no t have, sufficient management presence in Hong +Kong for the purpose of satisfying the requirements under Rules 8.12 and 19A.15 of the Listing +Rules. +Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has granted +us, a waiver from strict compliance with the requir ements under Rules 8.12 and 19A.15 of the Listing +Rules, provided that our Company imple ments the following arrangements: +(a) we have appointed Ms. JING Ruihua ( 敬瑞華)a n dM s .F U N GS i nT i n gK a r i n(馮羨婷)a s +our authorized representatives (the ‘‘ Authorized Representatives ’’) pursuant to Rule 3.05 +of the Listing Rules. The Authorized Represe ntatives will act as our Company’s principal +channel of communication with the Stock Exch ange. The Authorized Representatives will +be readily contactable by phone, facsimile (if applicable) and email to promptly deal with +enquiries from the Stock Exchange, and will also be available to meet with the Stock +Exchange to discuss any matter within a reasonable period of time upon request of the +Stock Exchange; +(b) when the Stock Exchange wishes to conta ct our Directors on any matter, each of the +Authorized Representatives will have all necessary means to contact all of our Directors +(including our independent non-executive Directors) promptly as and when required, +including means to communicate with our Directors when they are travelling. Our +Company will also inform the Stock Exchange as soon as practicable in respect of any +change in the Authorized Representatives in accordance with the Listing Rules. We have +provided the contact details of each Director (such as mobile phone numbers, office phone +numbers (if any), email addresses and fax numbers (if any)) to each of the Authorized +Representatives and the Stock Exchange; +(c) we confirm and will ensure that all Directors who do not ordinarily reside in Hong Kong +possess or can apply for valid travel docume nts to visit Hong Kong and can meet with the +Stock Exchange within a reasonable period upon the request of the Stock Exchange; +(d) we have appointed Patrons Capital Limited as our compliance adviser upon Listing +pursuant to Rule 3A.19 of the Listing Rules for a period commencing on the Listing Date +and ending on the date on which we comply with Rule 13.46 of the Listing Rules in respect +of our financial results for the first full fina ncial year commencing after the Listing Date. +Our compliance adviser will serve as the additional channel of communication with the +Stock Exchange when the Authorized Representatives are not available and will have +access at all times to the Authorized Representatives, our Directors and our senior +management as prescribed by Rule 3A.23 of the Listing Rules; and +(e) meetings between the Stock Exchange and our Directors can be arranged through the +Authorized Representatives or our complia nce adviser, or directly with our Directors +within a reasonable time frame. +WAIVERS FROM STRICT COMPLIANCE WITH LISTING RULES +–5 9– + + +--- page 69 --- +WAIVER IN RESPECT OF APPOINTMENT OF JOINT COMPANY SECRETARIES +Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we 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 dischar ging the functions of the company secretary. Note +1t oR u l e3 . 2 8o ft h eL i s t i n gR u l e sp r o v i d e st h at the Stock Exchange considers the following +academic or professional qua lifications to be acceptable: +(a) a member of The Hong Kong Cha rtered Governance Institute; +(b) a solicitor or barrister as defined in the Leg al 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 o ther issuers and the roles he/she played; +(b) familiarity with the Listing Rules and other r elevant 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. +Pursuant to paragraph 13 of Chapter 3.10 of the G uide for New Listing Applicants, the Stock +Exchange will consider a waiver application by a n issuer in relation to Rules 3.28 and 8.17 of the +Listing Rules based on the specific facts and circumstances. Factors that will be considered by the +Stock Exchange include: +(a) whether the issuer has principal business activities primarily outside Hong Kong; +(b) whether the issuer was able to demonstra te the need to appoint a person who does not +have the Acceptable Qualification (as defined under paragraph 11 of Chapter 3.10 of the +Guide for New Listing Applicants) nor Releva nt Experience (as defined under paragraph +11 of Chapter 3.10 of the Guide for New Listi ng Applicants) as a co mpany secretary; and +(c) why the directors consider the individual to be suitable to act as the issuer’s company +secretary. +Further, pursuant to paragraph 13 of Chapter 3.10 of the Guide for New Listing Applicants, +such waiver, if granted, will be for a fixed period of time (the ‘‘ Waiver Period ’’) and on the following +conditions: +(a) the proposed company secretary must be assisted by a person who possesses the +qualifications or experience as required un der Rule 3.28 of the Listing Rules and is +appointed as a joint company secretary throughout the Waiver Period; and +(b) the waiver will be revoked if there are mater ial breaches of the Listing Rules by the issuer. +Our Company has appointed Ms. JING Ruihua ( 敬瑞華), our executive Director, as one of our +joint company secretaries. She has experience in management but presently does not possess any 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. Therefo re, we have appointed Ms. FUNG Sin Ting Karin ( 馮 +羨婷)( ‘ ‘Ms. Fung ’’), an associate of The Hong Kong Chartered Governance Institute (formerly +known as The Hong Kong Institute of Chartered Secretaries) and The Chartered Governance +Institute in the United Kingdom, who fully meets the requirements stipulated under Rules 3.28 and +8.17 of the Listing Rules to act as the other joint c ompany secretary and to provide assistance to Ms. +JING Ruihua for an initial period of three years fr om the Listing Date to enable her 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. +WAIVERS FROM STRICT COMPLIANCE WITH LISTING RULES +–6 0– + + +--- page 70 --- +Given Ms. Fung’s professional qualification an d experience, she will be able to explain to both +Ms. JING Ruihua and us the relevant requirements under the Listing Rules and other applicable +Hong Kong laws and regulations. Ms. Fung will al so assist Ms. JING Ruihua in organizing Board +meetings and Shareholders’ meetings as well as ot her matters of our Company which are incidental +to the duties of a company secretary. Ms. Fung is expected to work closely with Ms. JING Ruihua +and will maintain regular contact with Ms. JING R uihua, our Directors and the senior management +of our Company. In addition, Ms. JING Ruihua will comply with the annual professional training +requirement under Rule 3.29 of the Listing Rules to enhance her knowledge of the Listing Rules +during the three-year period from the Listing Date. She will also be assisted by our compliance +adviser and our legal advisers as to the Hong Kong laws on matters in relation to our ongoing +compliance with the Listing Rules and t he applicable laws and regulations. +Since Ms. JING Ruihua does not possess the formal qualifications required of a company +secretary under Rule 3.28 of the Listing Rules, 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 Ms. JIN G Ruihua may be appointed as a joint company +secretary of our Company. The waiver is valid for a n initial period of three years from the Listing +Date on the conditions that (a) Ms. JING Ruihua must be assisted by Ms. Fung, who possesses the +qualifications and experience required under Rule 3.28 of the Listing Rules and is appointed as a +joint company secretary throughout the Waiver Period; and (b) the waiver shall be valid for a period +of three years from the Listing Date, and will be revoked immediately if and when Ms. Fung ceases +to provide such assistance to Ms. JING Ruihua as a joint company secretary or if there are material +breaches of the Listing Rules by our Company. +Before the end of the three-year period, we will demonstrate and seek the Exchange’s +confirmation that Ms. JING Ruihua, having had the benefit of Ms. Fung’s assistance for three years, +has acquired relevant experience within the mean ing of Rule 3.28 of the Listing Rules and is capable +of discharging the functions of company secretary so that a further waiver will not be necessary. +WAIVERS FROM STRICT COMPLIANCE WITH LISTING RULES +–6 1– + + +--- page 71 --- +DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS +This prospectus, for which all of our Directo rs collectively and individually accept full +responsibility, includes particulars given i n 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 Gro up. Our Directors, having made all reasonable +enquiries, confirm that, to the best of their knowledge and belief, the information contained in this +prospectus is accurate and complete in all material respects and not misleading or deceptive, and +there is no other matter the omission of which would make any statement in this prospectus +misleading. +CSRC FILING +According to the Overseas Listing Trial Meas ures, we are required to complete the filing +procedures with the CSRC in connection with the proposed Listing. We submitted a filing to the +CSRC for application for the Listing on April 15, 2025. The CSRC confirmed completion of such +filing on April 24, 2026. No other approvals from the CSRC are required to be obtained for the +Listing. +INFORMATION ON THE GLOBAL OFFERING +This prospectus is published solely in connection with the Hong Kong Public Offering, which +forms part of the Global Offering. For applicants under the Hong Kong Public Offering, this +prospectus sets out the terms and conditions of the Hong Kong Public Offering. The Global Offering +comprises the Hong Kong Public Offering of initia lly 3,623,500 Offer Shares and the International +Offering of initially 32,611,000 Offer Shares (s ubject to, in each case, reallocation on the basis +referred to under the section headed ‘‘Structure of the Global Offering’’ in this prospectus and, in +case of the International Offering, any ex ercise of the Over-allotment Option). +The Hong Kong Offer Shares are offered solely on the basis of the information contained and +representations made in this prospectus and on the t erms and subject to the conditions set out herein +and therein. No person is authorized to give any in formation 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 Sponsor-Overall Coordinators, the Joint Overall Coordinators, +the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, +the Capital Market Intermediaries, any of their res pective directors, officers, agents, employees or +advisers or any other party involved in the Global Offering. +Neither the delivery of this prospectus nor any o ffering, sale or delivery made in connection +with the Offer Shares should, under any circumstan ces, constitute a representation that there has +been no change or development reasonably likely t o 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. +See ‘‘Structure of the Global Offering’’ in this prospectus for details of the structure of the +Global Offering, including its conditions and th e arrangements relating to the Over-allotment +Option and stabilization. +UNDERWRITING +The Listing is sponsored by the Joint Spon sors. The Hong Kong Public Offering is fully +underwritten by the Hong Kong Underwriters under the terms of the Hong Kong Underwriting +Agreement and is subject to us and the Joint Overall Coordinators (for themselves and on behalf of +the Underwriters) agreeing on the Offer Price. The International Underwrit ing Agreement relating +to the International Offering is expected to be en t e r e di n t oo no ra r o u n dt h eP r i c eD e t e r m i n a t i o n +Date, subject to the determination of the pric ing of the Offer Shares. The Global Offering is +managed by the Joint Overall Coordinators. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–6 2– + + +--- page 72 --- +If, for any reason, the Offer Price is not agreed among us and the Joint Overall Coordinators +(for themselves and on behalf of the Underwrit ers), the Global Offering will not proceed and will +lapse. For full information about the Underwriters and the underwriting arrangements, see +‘‘Underwriting’’ in this prospectus. +STRUCTURE OF THE GLOBAL OFFERING +Details of the structure of the Global Offering (i ncluding its conditions) and the arrangements +relating to the Over-allotment Option and stabilizat ion are set out in the sections headed ‘‘Structure +of the Global Offering’’ and ‘‘Unde rwriting’’ in this prospectus. +RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES +Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering will +be required to, or be deemed by his/her acquisit ion of Hong Kong Offer Shares to, confirm that +he/she is aware of the restrictions on the offer and sale of the Hong Kong Offer Shares described in +this prospectus. +No action has been taken to permit a public offering of the Offer Shares 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 circum stances in which such an offer or invitation is not +authorized or to any person to whom it is unl awful to make such an offer or invitation for +subscription. The distribution of this prospectus and the offering and sale of the Offer Shares in +other jurisdictions are subject to restrictions and may not be made except as permitted under the +applicable securities laws of such jurisdictions pu rsuant to registration with or authorization by the +relevant securities regulatory authorities or an exe mption therefrom. In particular, the Offer Shares +have not been offered and sold, and will not be offere d and sold, directly or indirectly, in the PRC or +the United States. +APPLICATION FOR LISTING OF THE H SHARES ON THE HONG KONG STOCK +EXCHANGE +We have applied to the Hong Kong Stock Exchange for the granting of listing of, and +permission to deal in, our H Shares to be issued pursuant to the Global Offering (including any H +Shares which may be issued pursuant to the exercise of the Over-allotment Option) and the H Shares +to be converted from Domestic Shares. +No part of our Shares or loan capital is listed o n or dealt in on any other stock exchange, and +no such listing or permission to list is being or proposed to be sought as of the Latest Practicable +Date. +Under section 44B(1) of the Co mpanies (Winding Up and Miscellaneous Provisions) +Ordinance, any allotment made in respect of any a pplication will be invalid if the listing of, and +permission to deal in, the H Shares on the Hong Kong Stock Exchange is refused before the +expiration of three weeks from the date of the closing of the application lists, or such longer period +(not exceeding six weeks) as may, within the said three weeks, be notified to our Company by or on +behalf of the Hong Kong Stock Exchange. +H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS +Subject to the granting of the listing of, and permission to deal in, the H Shares on the Hong +Kong Stock Exchange and compliance with the stock admission requirements of HKSCC, the H +Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in +CCASS with effect from the date of commencemen t of dealings in the H Shares on the Hong Kong +Stock Exchange or on any other date as determined by HKSCC. Settlement of transactions between +participants of the Hong Kong Stock Exchange is required to take place in CCASS on the second +settlement day after any trading day. All activitie s under CCASS are subject to the General Rules of +HKSCC and HKSCC Operational Procedures in effect from time to time. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–6 3– + + +--- page 73 --- +All necessary arrangements have been made enabling the H Shares to be admitted into CCASS. +Investors should seek the advice of their stockbrokers or other professional advisers for details of the +settlement arrangements as such arrangemen ts may affect their rights and interests. +PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES +The procedures for applying for Hong Kong Offer Shares are set out in the section headed +‘‘How to Apply for Hong Kong Offer Shares’’ in this prospectus. +H SHARE REGISTER OF MEMBERS AND STAMP DUTY +All of the H Shares will be registered on our H Share register of members to be maintained by +our H Share Registrar, Tricor Investor Service s Limited, in Hong Kong. Our principal register of +members will be maintained by us at our headquarters in the PRC. +Dealings in the H Shares registered on the H Share register of members of our Company in +Hong Kong will be subject to Hong Kong stamp duty. +PROFESSIONAL TAX ADVICE RECOMMENDED +Potential investors in the Global Offering are recommended to consult their professional +advisers as to the taxation implications of subscrib ing for, purchasing, holding or disposal of, and/or +dealing in the H Shares or exercising rights attached to them. None of us, the Joint Sponsors, the +Sponsor-Overall Coordinators, th e Joint Overall Coordinators, the Joint Global Coordinators, the +Joint Bookrunners, the Joint Lead Managers, the Cap ital Market Intermediaries, the Underwriters, +any of their respective directors, officers, employees, partners, agents, advisers or representatives or +any other person or party involved in the Global Offe ring accepts responsibility for any tax effects +on, or liabilities of, any person resulting from the s ubscription, purchasing, holding, disposition of, +or dealing in, the H Shares or exercising any rights attached to them. +EXCHANGE RATE CONVERSION +Solely for your convenience, this prospectus contains translations among certain amounts +denominated in Renminbi, Hong Kong dollars and U.S. dollars. +Unless indicated otherwise, (i) the translations between Renminbi and U.S. dollars were made +at the rate of RMB6.8109 to US$1.00, (ii) the t ranslations between Hong Kong dollars and +Renminbi were made at the rate of RMB0.8693 to HK$1.00; and (iii) the translations between U.S. +dollars and Hong Kong dollars were made at the rate of HK$7.8353 to US$1.00. +No representation is made that the amounts denominated in one currency could actually be +converted into the amounts denominated in another currency at the rates indicated or at all. +LANGUAGE +If there is any inconsistency between this pr ospectus and its Chinese translation, this +prospectus shall prevail. However, for ease of ref erence, the names of the PRC laws and regulations, +government authorities, institutions, natural persons or other entities (including our certain +subsidiaries) have been included in this prospect us in both Chinese and English languages. In the +event of any inconsistency, the Chinese versions shall prevail. +ROUNDING +Certain amounts and percentage figures included in this prospectus have been subject to +rounding adjustments. Any discrepancies between totals and sums of amounts listed in any table, +chart or elsewhere in this prospectus are due to rounding. +INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING +–6 4– + + +--- page 74 --- +DIRECTORS +Name Address Nationality +Executive Directors +M s .J I N GY u e(敬玥) Room 4507, Unit A, West Block, North Area +Shenye Shangcheng +Huanggang Road, Futian District +Shenzhen, Guangdong +PRC +Chinese +Mr. YAO Xiaodong +(姚曉東) +Room 602, Unit 2, Building 3 +Zhonghuan Mingcheng +No. 8 Shaoshan West Road, Jizhou District +Ji’an, Jiangxi +PRC +Chinese +Mr. LI Changqing +(李長青) +No. 1228 Guanlan Guanguang Road, +Longhua District +Shenzhen, Guangdong +PRC +Chinese +M s .J I N GR u i h u a +(敬瑞華) +Room 104, Building 7, Xingui Block +Wuye Shidai Xinju +No. 3010 Fuqiang Road, Futian District Shenzhen, +Guangdong +PRC +Chinese +Non-executive Directors +Ms. YU Ailian ( 于愛蓮) No. 1106, Building 4 +Huixin Yuan +Huixin West Street, Chaoyang District +Beijing +PRC +Chinese +Mr. XIAO Changqing +(肖長清) +Room 1906, Area D +Xinghe Dandi Garden, Meilinguan +Minzhi Street +Shenzhen, Guangdong +PRC +Chinese +Independent non-executive Directors +Dr. ZOU Pingxue +(鄒平學) +Room 1003, Building D +Jinyun Pavilion, Jinlong Garden +Qinxue Road, Nanshan District +Shenzhen, Guangdong +PRC +Chinese +Dr. TSANG Hiu Leong ( 曾 +曉亮) +Flat 3719, 37/F, Chun Yi House +Chun Yeung Estate +Fo Tan, New Territories +Hong Kong +Chinese +(Hong +Kong) +M r .W UD i( 吳迪) Room 14D, Building 2, Phase 2 +Hengyu Bincheng +Nanshan District +Shenzhen, Guangdong +PRC +Chinese +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 5– + + +--- page 75 --- +For details with respect to our Directors, se e ‘‘Directors and Senior Management’’ in this +prospectus. +PARTIES INVOLVED IN THE GLOBAL OFFERING +Joint Sponsors and Sponsor-Overall +Coordinators +China International Capital Corporation Hong Kong +Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +China Merchants Securities (HK) Co., Limited +32/F, One Exchange Square +8 Connaught Place +Central +Hong Kong +Joint Overall Coordinators and Joint +Global Coordinators +China International Capital Corporation Hong Kong +Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +China Merchants Securities (HK) Co., Limited +32/F, One Exchange Square +8 Connaught Place +Central +Hong Kong +Futu Securities International (Hong Kong) Limited +34/F, United Centre +No. 95 Queensway +Admiralty +Hong Kong +Joint Bookrunners, Joint Lead +Managers and Capital Market +Intermediaries +China International Capital Corporation Hong Kong +Securities Limited +29/F, One International Finance Centre +1 Harbour View Street +Central +Hong Kong +China Merchants Securities (HK) Co., Limited +32/F, One Exchange Square +8 Connaught Place +Central +Hong Kong +Futu Securities International (Hong Kong) Limited +34/F, United Centre +No. 95 Queensway +Admiralty +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 6– + + +--- page 76 --- +Guosen Securities (HK) Brokerage Company, Limited +Rooms 3207–3212 +32/F, One Pacific Place +88 Queensway +Admiralty +Hong Kong +CMBC Securities Company Limited +34/F, One Exchange Square +8 Connaught Place +Central +Hong Kong +Arta Asset Management Limited +Unit 3A, 9/F, K11 ATELIER King’s Road +728 King’s Road +Quarry Bay +Hong Kong +Legal Advisers to our Company As to Hong Kong and U.S. laws: +O’Melveny & Myers +31/F, AIA Central +1 Connaught Road Central +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 7– + + +--- page 77 --- +As to PRC laws: +Beijing Kangda Law Firm +8/F, 9/F and 11/F, Emperor’s Group Center +No. 12 Jianwai Avenue (D), Chaoyang District +Beijing +PRC +Legal Advisers to the Joint Sponsors +and Underwriters +As to Hong Kong and U.S. laws: +Haiwen & Partners LLP +Suites 601–602 & 610–616 +6/F, One International Finance Centre +1 Harbour View +Central +Hong Kong +As to PRC laws: +Jingtian & Gongcheng +34/F, Tower 3, China Central Place +77 Jianguo Road, Chaoyang District +Beijing +PRC +Auditors and Reporting Accountants Deloitte Touche Tohmatsu +Certified Public Accountants and Registered Public Interest +Entity Auditor +35/F, One Pacific Place +88 Queensway +Hong Kong +Industry Consultant Frost & Sullivan (Beijing) Inc., Shanghai Branch Co. +2504 Wheelock Square +1717 Nanjing West Road +Shanghai 200040 +PRC +Independent Property Valuer Jones Lang LaSalle Corporate Appraisal and Advisory +Limited +7/F, One Taikoo Place +No. 979 King’s Road, Quarry Bay +Hong Kong +Independent Biological Asset Valuer Jones Lang LaSalle Corporate +Appraisal and Advisory Limited +7/F, One Taikoo Place +No. 979 King’s Road, Quarry Bay +Hong Kong +Compliance Adviser Patrons Capital Limited +Unit 3214, 32/F, Cosco Tower +183 Queen’s Road Central, +Sheung Wan +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 8– + + +--- page 78 --- +Receiving Banks CMB Wing Lung Bank Limited +14/F, CMB Wing Lung Bank Building +45 Des Voeux Road Central +Hong Kong +Agricultural Bank Of China Limited Hong Kong Branch +25/F, Agricultural Bank of China Tower +50 Connaught Road Central +Hong Kong +DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING +–6 9– + + +--- page 79 --- +Registered Office, Headquarters and +Principal Place of Business in the +PRC +No. 198 Huoju Avenue +Jinggangshan Economic and +Technological Development Zone +Ji’an, Jiangxi +PRC +Principal Place of Business in +Hong Kong +31/F, Tower Two, Times Square +1 Matheson Street +Causeway Bay +Hong Kong +Company’s Website +www.jxswzp.cn +(Information contained on this website does not form part +of this prospectus) +Joint Company Secretaries Ms. JING Ruihua ( 敬瑞華) +Room 104, Building 7, Xingui Block +Wuye Shidai Xinju +No. 3010 Fuqiang Road, Futian District +Shenzhen, Guangdong +PRC +Ms. FUNG Sin Ting Karin ( 馮羨婷) +Associate member of The Hong Kong Chartered +Governance Institute and The Chartered Governance +Institute in the United Kingdom +31/F, Tower Two, Times Square +1 Matheson Street +Causeway Bay +Hong Kong +Authorized Representatives Ms. JING Ruihua ( 敬瑞華) +Room 104, Building 7, Xingui Block +Wuye Shidai Xinju +No. 3010 Fuqiang Road, Futian District +Shenzhen, Guangdong +PRC +Ms. FUNG Sin Ting Karin ( 馮羨婷) +31/F, Tower Two, Times Square +1 Matheson Street +Causeway Bay +Hong Kong +Audit Committee M r .W UD i( 吳迪) (Chairperson) +Dr. TSANG Hiu Leong ( 曾曉亮) +Dr. ZOU Pingxue ( 鄒平學) +Ms. YU Ailian ( 于愛蓮) +Mr. XIAO Changqing ( 肖長清) +Remuneration and +Appraisal Committee +M r .W UD i( 吳迪) (Chairperson) +Dr. TSANG Hiu Leong ( 曾曉亮) +M s .J I N GR u i h u a(敬瑞華) +Nomination Committee M s .J I N GY u e(敬玥) (Chairperson) +M s .J I N GR u i h u a(敬瑞華) +M r .W UD i( 吳迪) +Dr. ZOU Pingxue ( 鄒平學) +Dr. TSANG Hiu Leong ( 曾曉亮) +CORPORATE INFORMATION +–7 0– + + +--- page 80 --- +Strategy and Investment Committee M s .J I N GY u e(敬玥) (Chairperson) +Mr. YAO Xiaodong ( 姚曉東) +Mr. LI Changqing ( 李長青) +M s .J I N GR u i h u a(敬瑞華) +Ms. YU Ailian ( 于愛蓮) +Mr. XIAO Changqing ( 肖長清) +M r .W UD i( 吳迪) +Sustainability Committee Dr. TSANG Hiu Leong ( 曾曉亮) (Co-chairperson) +Dr. ZOU Pingxue ( 鄒平學) (Co-chairperson) +M s .J I N GR u i h u a(敬瑞華) +Mr. YAO Xiaodong ( 姚曉東) +Mr. LI Changqing ( 李長青) +H Share Registrar Tricor Investor Services Limited +17/F, Far East Finance Centre +16 Harcourt Road +Hong Kong +Principal Bankers Agricultural Bank of China Limited, +Ji’an Longhu Branch +No. 25 Luling Avenue +Dunhou Town, Ji’an County +Ji’an, Jiangxi +PRC +China Construction Bank Corporation, +Ji’an High-tech Branch +No. 247–8 Junshan Avenue +Ji’an County +Ji’an, Jiangxi +PRC +Bank of China Limited, +Ji’an Development Zone Branch +No. 16–21 Jinggang Spring Shops, Industrial Park +Junshan Avenue +Ji’an County +Ji’an, Jiangxi +PRC +CORPORATE INFORMATION +–7 1– + + +--- page 81 --- +The information and statistics set out in this section and other sections of this Prospectus were +extracted from the report prepared by Frost & S ullivan, which was commissioned by us, and from +various official government publications and other publicly available publications. We engaged Frost +& Sullivan to prepare the Frost & Sullivan Report, an in dependent 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 Joint Overall Coordinators, the Joint Global Coordinators, the +Joint Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries, 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. +ANTISERUM MARKET +Definition +Antiserum is a class of biological products t hat contain immunoglobulins (also known as +antibodies) or immuno globulins F(ab’) +2 fragments and are prepared f rom immunized plasma. It is +used to provide antibodies that can directly neutralize pathogens or toxins, offering treatment and +timely protection. +The production of antiserum involves repeated immunization of large animals (such as horses +or sheep) or humans to stimulate antibody prod uction. After months of immunization, blood is +collected, and antibodies are extracted by removing blood cells. The antibodies are then purified by +eliminating other serum proteins and formulated fo r stability, ensuring long-term storage before +being administered to patients. +Active and Passive Immunity +Immunity against pathogens can be acquired through active or passive immunity. Most of the +active immunity provides longer-lasting defense b ut may be ineffective for individuals with weak +immune responses, those allergic to vaccines, or against rapidly muta ting pathogens. Besides, it take +some time for vaccines to trigge r immune responses and thus acti ve immunity may not provide +immediate protection to patients who have relevant symptoms or are likely to be infected. Passive +immunity offers instant protection, making it essent ial to protect high-risk patients and patients with +infectious symptoms during the vaccine window period, but it does not induce immune memory and +lasts only weeks to months. Therefore, combining active and passive immunity is optimal for disease +prevention and patient protection. +The following table compares active and passive immunity: +Active Immunity Passive Immunity +Definition T h er e s i s t a n c et op a t h o g e n s +acquired during an adaptive +immune response within an +individual +Arising from the transfer of +antibodies to an individual +without requiring them to +mount their own active +immune response +Natural Acquired Methods Adaptive immune response Trans-placental antibodies or +breastfeeding +Artificial Acquired +Methods +Vaccine response Immunoglobulin or other +antibody injections +Antibodies Mediated by the antibodies +produced by the persons’ +own cells +Mediated by the antibodies +produced by outside the body +INDUSTRY OVERVIEW +–7 2– + + +--- page 82 --- +Active Immunity Passive Immunity +Response Period Slow Rapid +Last Period Long, months to years, +some are life-long +Weeks to months +Immunological Memory Yes No +Applications Prophylaxis Prophylaxis and treatment +Source: Literature Review, Frost & Sullivan Analysis +Application Scenarios and Clinical Advantages of Antiserum +There are various applications of human antiserum products given its characteristics: +. Viral infections: Antiserum provides immediate immu ne protection through polyclonal +antibodies (a mixture of antibodies produced by different B cell clones, targeting multiple +epitopes on an antigen), which bind to multiple targets on a pathogen’s surface, reducing +immune escape. For example, the duration of immune protection against rapidly mutating +pathogens like influenza typically lasts around six to eight months. Approved products +like rabies antiserum products provide su ch immediate immune protection. In 2021, China +approved COVID-19 antiserum products, also expanding treatment options. +. Bacterial and bacterial toxin infections: Antiserum products are also widely used against +bacterial and bacterial toxin-mediated inf ections like tetanus. Antiserum neutralizes +bacteria or bacterial toxins, enhances phagocytosis, and blocks bacterial functions with +high specificity, unlike antibiotics that targ et general bacterial processes. Diseases like +tetanus and diphtheria benefit from targeted antibody therapy. +. Bio-toxicosis: Bio-toxicosis, caused by biological toxins such as snake venom, is +effectively treated with antiserum products that neutralize harmful molecules. +Bio-toxicosis results from exposure to biological toxins, and antiserum products +prevent their interaction with cellular receptors, mitigating harmful effects. Research +continues to expand its applications, inclu ding anti-viper and anti-bee venom serums. +. Autoimmune disease: In autoimmune diseases, where auto antibodies attack the body’s +own tissues, antiserum products can introduce neutralizing antibodies to counteract these +harmful responses, reducing inflammation and tissue damage. Polyclonal antibodies can +modulate immune responses and reduces ti ssue damage by neutralizing pathogenic +autoantibodies or inflammatory mediator s. Equine anti-thymocyte immunoglobulins, +approved in the U.S. in 1981, are used to tre at organ transplant re jection and autoimmune +disorders, highlighting the clinical sign ificance of antiserum products in immune +modulation. +Inclusion in the NRDL and NEDL significantly enhances a drug’s accessibility and +affordability by ensuring partial or full reimburse ment under China’s nation al healthcare system. +This not only reduces the financial burden on pati ents but also drives broader adoption in clinical +INDUSTRY OVERVIEW +–7 3– + + +--- page 83 --- +practice, expands market penetration, and in centivizes pharmaceutical companies to invest in +research, production, and supply chain improveme nts. Below table sets forth the human antiserum +products included in the NRDL and NEDL: +Name Category 1 st NRDL Inclusion NEDL Inclusion +Number of companies holding +drug registration approvals as of +the Latest Practicable Date +Tetanus Antitoxin +Equine Rabies Antiserum +Diphtheria Antitoxin +Equine Tetanus Immunoglobulin F(ab’)2 +Rabbit Anti-Human Thymocyte Globulin +Bungarus Multicinctus Antivenom +Naja Antivenom +Agkistrodon Acutus Antivenom +Agkistrodon Halys Antivenom +Anti-human T Lymphocyte Porcine +Immunoglobulin +list A 2000 Commercialized +list A 2000 Under development(2) +None +None +Included in polyvalent snake antivenom +Included in polyvalent snake antivenom +None +Not Planned +(3) +Under development +Under development +list A 2000 +list B 2017 +list B 2017 +list A 2017 +list A 2017 +list A 2017 +list A 2017 +list B 2019 +6 +3 +4 +3 +1 +1 +1 +1 +1 +1 +√ +√ +/ +/ +/ +√ +√ +√ +√ +/ +Our status of relevant product +as of the Latest Practicable Date +Source: NRDL, NEDL, Frost & Sullivan analysis. +Notes: +(1) The product information is highlighted in bold as these products fall within our portfolio of products or product +candidates. +(2) Equine Rabies Antiserum has t he same composition and mechanism of action as our equine rabies +immunoglobulin F(ab’) 2 under development. +(3) The equine tetanus immunoglobulin F(ab’) 2 has the same composition and mechanism of action as the Human +TAT. Therefore, the Company has no plans to develop this product. +The application of antiserum products exhibits the following clinical advantages: +. Broad spectrum and rapid action: Polyclonal antibodies in antiserum products can bind to +multiple targets on a pathogen’s surface, prov iding strong neutraliz ing and anti-escape +capabilities. Their broad-spectrum effectiven ess is crucial for combating pathogens with +multiple subtypes, rapid mutations, or comple x structures, especially when the pathogen’s +mechanisms are not fully understood or mutates quickly. This reduces the risk of delayed +intervention in life-threatening situations w hile also helping extend the drug’s life cycle +and mitigate resistance. Unlike vaccines, which require time to stimulate immune +responses, direct deliveries of pre-formed an tibodies into patients allow for immediate +neutralization, which is particularly e ffective in acute medical emergencies. +. Vast and economic production: The economic viability of animal-derived antiserum +products is a key factor in their continued use. While initial investments in antigen +development, animal breeding, immunization, and antibody production are substantial, +an established industrial system enables high-output production, making long-term +manufacturing more cost-effective. +. Rapid development during emergencies: Animal-derived antiserum products feature rapid +development and scalability during emergencie s. This capability is particularly critical +when no pre-existing treatment options are available or when time and technology +constraints preclude the development of alternative therapies such as chemical drugs, +monoclonal antibodies or vaccines. Among the arsenal of medical countermeasures +available, animal-derived antisera have long pl ayed a pivotal role in mitigating the effects +of toxins and pathogens. Animals such as horses and sheep can generate robust immune +responses within weeks to months of immunizati on with an antigen. This rapid antibody +production allows for the timely harvesting of plasma and subsequent formulation of +antiserum products, enabling their availability during acute crises. +INDUSTRY OVERVIEW +–7 4– + + +--- page 84 --- +Different Technology Pathways for Antiserum Preparations +Immunoglobulins, or antibodies, are essentia l for recognizing and neutralizing pathogens. +While human plasma-derived immunoglobulins are wi dely used in clinical practice, animal-derived +immunoglobulins have also played a crucial role in medicine for ov er 130 years. Today, antibodies +derived from horses, sheep, rabbits, and goats offer distinct advantages, including broad-spectrum +activity, cost-effectiveness, rapid developme nt, and immunological diversity, making them +invaluable in specific clinical applications. +The table below compares animal-derived pol yclonal antibodies, human plasma-derived +polyclonal antibodies and monoclonal antibodies: +Advantages Disadvantages +Animal-derived Polyclonal +Antibody +(Immunoglobulin) +Broad spectrum: +. Contain more than one type of +neutralizing antibody, which can react +with multiple target epitopes on the +same or different viral proteins. +. High neutralizing activity combined +with low susceptibility to drug +resistance. +Vast, High-throughput, and +Cost-effectiveness: +. After antigen identification, animal +immunization begins rapidly, yielding +antibodies within weeks to months, +which is critical for responding to +emerging diseases and emergencies. +. Low development cost once the +development and manufacturing +facilities have been constructed, which is +suitable for cost-effective drug +production +Rapid development during emergencies: +. Once an antigen is identified, animals +can be immunized, and antibodies can +be harvested within weeks to months — +a critical timeframe during emergencies +. Low risk of zoonotic d iseases (infectious +diseases that can be transmitted between +animals and humans) and no human +ethics risks +Heterogeneity: +. The Fc fragments of certain antibodies +from different species can sometimes +cause a phenomenon called +antibody-dependent enhancement +(ADE). This means that instead of +fighting the virus, the antibodies may +actually help it enter cells and multiply, +which can make the infection worse. +. Donor animals must be screened for +pathogen safety. +Human Plasma-derived +Polyclonal Antibody +(Immunoglobulin) +Broad spectrum: +. As a polyclonal antibody, it can bind +different sites on the antigen, so that the +antigen can hardly escape from +immunity through mutation. +Higher homogeneity and enhanced safety: +. Reduces the risk of immunogenic +reactions, which occurs when the +immune system recognizes foreign +proteins as threats and initiates an +attack against them, compared to +animal plasma-derived polyclonal +antibody. +Lower titer and specific activity: +. Human donors receive lower vaccine +doses with longer intervals due to +ethical and safety concerns. This results +in human plasma-derived +immunoglobulin products often having +lower titer and potency. +Hard and expensive to innovate: +. Ethical and safety rules limit +development of human plasma-derived +polyclonal antibody. +. Expensive, limited production, difficult +to meet the large demand for economic +drugs. +INDUSTRY OVERVIEW +–7 5– + + +--- page 85 --- +Advantages Disadvantages +Monoclonal Antibody + Homogeneity and larg e-scale production: +. C a nb em a n u f a c t u r e da n dr e l e a s e du s i n g +cell platform strategies, which allow +high clarity and purity of product and +possibly reduce adverse effect if well +designed. +. Batch-to-batch consistency. +. Highly specific for a single well-defined +epitope. +Immune escape: +. Susceptible to be ineffective immune +escape if the antigen mutates +significantly. +Expensive: +. The development and production of +monoclonal antibodies are expensive. +Risk of adverse reactions: +. mAbs can still trigger anti-drug +antibodies (ADA), especially with +long-term use. +. Allergic reactions to mAb drugs vary by +drug. For example, skin reactions occur +in over 80% of cetuximab users. +Source: Literature Review, Frost & Sullivan Analysis +Industry Chain and Key Techniques of Antiserum +The production of antiserum products is complicated and involves several phases and +techniques barriers. The production of antiserum products begins with animal plasma containing +antibodies, with horses or other large mammals commonly used due to their high antibody yields. +Research and development play a crucial role, involving toxin antigen development and testing, +antibodies extraction, purification, and formulation. This phase demands substantial investment in +infrastructure, talent, and clinical trials. Efficien t distribution, including cold chain logistics, is +essential to maintaining product stability durin g transport. Finally, healthcare professionals +administer antiserum products in hospitals, clin ics, and emergency settings to treat patients +effectively. The following chart illustrates the industry chain of antiserum market: +Industry Chain Analysis of Antiserum Market +Upstream +Midstream +Raw Serum +Process +Extraction and +Purification +Customer Lot Testing +and Reservations +Storage and +Distribution +Downstream Pharmaceutical Distributors Healthcare Institutions +Blood Collection + Raw material supply + Development and testing of target antigen + Animal immunization + Providers of biological +materials, chemicals and +reagents for serum +processing + Distribution channels + End-user industries + Antiserum products +manufacturers +Source: Literature Review, Frost & Sullivan Analysis +Key techniques in the production of antiserum products include, among other: +. Development and Testing of Antigen: The target antigens, whether typically inactivated +micro-organisms, toxins, or surface protein/m olecule of pathogens, or specific protein, is +modified to retain immunogenicity while ensu ring safety. Methods include attenuation, +recombinant protein use, and adjuvant com bination to enhance immune response while +reducing adverse effects. Advances in DNA and mRNA antigens further expand antigen +design. Selecting the right antigen is crucial for specificity, minimizing off-target effects +and cross-reactivity. Innovations in recombinant and nucleic acid-based antigens, along +with carefully chosen adjuvants, optimiz e immune response wi thout excessive +inflammation or adverse reaction s while reducing host burden. +INDUSTRY OVERVIEW +–7 6– + + +--- page 86 --- +. Immunization of Host Animals: Common host species, such as horses, are selected for their +ability to produce large quantities of high-a ffinity antibodies (antibodies that bind +strongly and specifically to their targ et antigen, enhancing immune response +effectiveness). Immunization with the prep ared antigen stimulates the immune system to +generate the desired antibodies, which are lat er harvested and processed for medical use. +. Purification of Antibodies: Ensuring the safety and efficacy of antiserum products requires +purification through various techniques. S alt participation exploits the solubility +differences between antibodies and other seru m proteins in high salt concentrations. It +is a basic purification method and requires additional downstream purification for higher +purity. Enzymatic digestion with papain a n dp e p s i ni sf r e q u e n t l yu s e dt oc l e a v e +immunoglobulins into F(ab’) +2 and Fc fragments. F(ab’) 2 binds antigens while Fc +fragments mediate immune responses. Fc frag ments are removed in certain antiserum +products via further purification to reduce immune response and lower the risk of adverse +effects. Chromatography, such as gel filtration, ion exchange, or affinity chromatography, +is an effective method for producing highly purified antibody preparations. Besides, viral +inactivation, sterile filtration, and qualit y control are essential to meet quality standards +and GMP requirements. +HUMAN ANTISERUM PRODUCTS MARKET +Market Size of Human Antiserum Products Market +The market size of global human antiserum pro ducts increased from US$281.8 million in 2020 +to US$437.6 million in 2025 with a CAGR of 9.2% . It is expected to continue to increase to +US$1,399.9 million in 2030 and US$2,860.7 million i n 2035 with a CAGR of 26.2% and 15.4% from +2025 to 2030 and from 2030 to 2035, respectively. +The market size of China’s human antiserum pr oducts increased from US$50.2 million in 2020 +to US$64.2 million in 2025 with a CAGR of 5.0%. It i s expected to continue to increase to US$190.2 +million in 2030 and US$440.5 million in 2035 with a CAGR of 24.3% and 18.3% from 2025 to 2030 +and from 2030 to 2035, respectively. +The expected comparatively faster growth in the market size of human antiserum products +from 2025 to 2030 and from 2030 to 2035, compared to from 2020 to 2025, is primarily due to rising +prevalence of emerging infectious diseases, fav orable policies, and advan cements in technology: +. Enlarging Patient Pool: The rising incidence of infectious diseases — especially those +caused by viruses and antibiotic-resistant bacteria — has been a key driver of the +antiserum market. Events such as the globa l spread of COVID-19, frequent influenza +mutations, and the emergence of drug-resistant strains like MRSA have highlighted the +limitations of existing treatments and incr eased demand for antiserum. Diseases such as +diphtheria, tetanus, and snakebite envenomation continue to pose serious public health +threats, particularly in developing region s, where antitoxins are critical for rapid +intervention. The WHO has also reported a resurgence of vaccine-preventable diseases +in areas with low immunization rates, furt her underscoring the need for effective +therapeutic options. Moreover, outbreaks of zoonotic and rare infections have reinforced +the importance of maintaining access to antiserum products. Polyclonal antibodies +derived from horse serum offer broad pathog en coverage and adaptability to mutating +viruses and bacteria. +. Technological Advancements: Unlike human-derived immuno globulin and monoclonal +antibodies, antiserum products offer greater scalability and lower costs. Early antiserum +often caused allergic reactions due to unremo ved blood components and the heterogeneity +of equine proteins. Modern products have evolved through stages of refinement, with +enzyme digestion techniques now used to remove Fc fragments — the main cause of +adverse effects. Improved purification meth ods have enhanced safety, efficacy, and yield. +For example, the specific activity of next-generation tetanus antitoxins can reach 90,000 +IU/gp, nearly double the minimum required b y pharmacopoeia standards and the adverse +INDUSTRY OVERVIEW +–7 7– + + +--- page 87 --- +reaction rate of modern tetanus antitoxin is approximately 0.03%. Inn ovations in delivery +formats, such as freeze-dried and inhalable f ormulations, further improve accessibility +and broaden clinical use. +. Favorable Policies: The anti-serum market is experiencing strong growth driven by +supportive policies targeting infectious disea ses. Delivering passive immunity, antitoxins +and antisera have shown significant clinical pot ential, particularly in infectious disease +treatment. Governments and global health organizations are implementing initiatives to +curb disease prevalence and improve public health. For example, China’s 15th Five-Year +Plan (2026–2030) prioritizes the prevention a nd control of infectious, parasitic, and +endemic diseases. Policy support also extends t o other applications, such as drug-resistant +bacterial infections. Under the 2024 Politic al Declaration on AMR, the WHO committed +$100 million in catalytic funding to back national action plans, aiming to reduce +AMR-related deaths by 10% by 2030. +The Human TAT market is estimated to grow faster than the human antiserum products +market, primarily driven by an increasing demand fo r the prevention and control of tetanus. Tetanus +passive immunization products are the preferred cho ice for preventing tetanus. In particular, Human +TAT accounts for over 50% of the usage in tetanus passive immunization products. +Active immunization products, such as vaccine s, on the other hand, hav e some limitation, such +as (i) they cannot directly neutralize toxins; ( ii) they require some time to take effect and (iii) +individual differences in immune response. Additionally, facto rs such as economic constraints, +disparities in vaccination coverage, and differences in healthcare infrastructure contribute to the +unevenness of global prevention efforts. As a result, in the context of tetanus prevention and control, +active immunization currently pl ays a supplementary r ole. According to WHO, over 60% of new +tetanus cases and deaths in recent years have occurred in Southeast Asia and Africa. Human TAT’s +strong accessibility and effectiveness make it incre asingly essential in high- incidence developing +regions. Currently, Human TAT is the only passive immunization product available for emergency +use that can be mass-produced, pl aying an irreplaceable role in b ridging immunization gaps and +reducing mortality. In addition, Human TAT h as been commercialized for many years, and public +awareness of its role in providing immediate prote ction after injury is well established, further +fueling its growth. With ongoing technological advances and policy support, Human TAT is poised +to become a core component of global tetanus prevention and control efforts, with its market size +expected to expand further. In addition, accordin g to Frost & Sullivan, the global market price of +Human TAT ranged from USD0.5 per unit to USD1. 5 per unit during the period from 2022 to 2025. +Competitive Landscape of Human Antiserum Products Market +The manufacturing of antiserum p roducts consists of three critical stages: antigen development +and testing, immunization of host animals, and anti body purification and development. Mastery of +these stages is essential for ensuring product effica cy, safety, and scalability. There were over ten +manufacturers of animal-derived antiserum products in China as of the Latest Practicable Date, +among which three were capable of independent full- industry-chain integrat ion, including us, being +the largest manufacturer among all companies wit h full-industry-chain integration capability. +Specifically, we have mastered complex technol ogies such as pasteurization, octanoic acid +purification, ion exchange chromatography, and sp ecific affinity chromatography. Additionally, we +operate our own horse breeding facility, which i s the largest among the three companies with +full-industry-chain integration capability. +INDUSTRY OVERVIEW +–7 8– + + +--- page 88 --- +Drivers, Future Trends and Entry Barriers of Human Antiserum Products Market +Drivers of Human Antiserum Products Market +The drivers of human antiserum products include the following: +. Rising demand: Although the risk of tetanus infe ction can be mitigated through +vaccination and proper wound management , immediate neutralization of toxins is +essential for the prevention of this acute -onset and deadly dis ease, especially when +vaccination faces constraining factors such as individual difference, immune window +period and disparities in accessibility and affordability. Thus, passive immunization +through the injection of neutralizing antib odies remain the dominant preventive measure +in China and many countries abroad. In Chin a, less than half of the 94.3 million patients +with tetanus-prone wounds are provided with i n-time immunization protection, leaving a +large population still at risk. According to WHO, more than 60% of newly reported +tetanus cases and related deaths in recent years occurred in Southeast Asia and Africa. +Owing to its superior accessibility and proven efficacy, Human TAT has seen rising +demand in developing regions with high d isease incidence. Active immunization or +vaccines may fail in certain individuals due to physiological differences, and vaccines +generally require one to two weeks to generate sufficient antibodies in the body to provide +protection. During this period, antiserum pr oducts such as TAT, which provide passive +immunization, can offer immediate protection a nd are indispensable in disease prevention +and control. As a polyclonal antibody product, Human TAT remains the only scalable +solution available for emergency passive immu nization, playing an irreplaceable role in +bridging vaccination gaps and reducing mortality. Supported by ongoing technological +advancements and favorable public health policies, Human TAT is expected to become an +integral component of the global tetanus p revention and control framework, driving +continued market expansion. +. Technological advancements: The human antiserum products market has also benefited +from continuous technological advancements. Equine-derived antiserum production is +mature, scalable, and cost-stable, effect ively meeting market demand. We further +enhanced product safety and specific acti vity through multi-step purification and +Pasteur virus removal/inactivation technol ogies and adopted vial packaging to improve +product stability and ease of transport. Furt her product upgrades , such as high-purity +chromatographic purification to reduce a llergic risks, development of long-acting +formulations to extend antibody half-life, and ready-to-use preparations to improve +accessibility in remote regions, are collect ively driving the continued growth and +refinement of the human antiserum products market. +. Favorable policies: The growth of the human antiserum products market has been +underpinned by a series of favorable gove rnment policies. The 15th Five-Year Plan +(2026–2030) emphasizes the prevention and control of infectious, parasitic, and endemic +diseases, calling for strengthened vaccinati on programs and enhance d emergency response +capabilities to build a robust public health sy stem. These policy priorities provide a solid +foundation for the development of the TAT market, encouraging enterprises to advance +production technologies and enhance quality c ontrol standards to ensure reliability and +efficacy in addressing tetanus and other infectious diseases. In addition, as Human TAT +serves as a critical measure for the emerge ncy treatment and prevention of tetanus +infection, its market demand has remained st eadily supported by these policy drivers. +Future Trends of Human Antiserum Products Market +. Rapid expanding among developing countries: Developing countries, particularly in +Southeast Asia, Africa, and Latin Americ a, bear a disproportionate burden of +toxin-related health challenges. Diseases suc h as tetanus, diphtheria, and envenomation +from snakebites and scorpion stings remai n major public health threats due to limited +access to vaccines and timely treatment. While high-income nations have virtually +eradicated tetanus through immunization and public health protection, low-income +INDUSTRY OVERVIEW +–7 9– + + +--- page 89 --- +countries continue to struggle. Limited a ccess to effective treatments in rural and +underserved regions exacerbates the crisis. Ant iserum products are crucial for mitigating +these threats, yet availability and affordabilit y remain significant barriers. To bridge this +gap, pharmaceutical companies can expan d into underserved markets by adopting +cost-effective pricing models, offering sma ller packaging sizes for rural clinics, and +developing multi-dose vials to enhance cost efficiency. +. Product variety research drives expansion of indication areas: A key trend shaping the +future of the antiserum market is the expansion of product variety, enabling broader +therapeutic applications and addressing unme t medical needs. Traditionally focused on +diphtheria and tetanus, research has now extended to new indications, including +antivenoms for snake, wasp, and scorpion envenomation, anti-thymocyte globulin +(ATG) for autoimmune diseases, and antiserum products for viral and bacterial +infections. These advancements promise more effective treatment options for patients +suffering from biotoxin poisoning. Diversi fying the antiserum products portfolio is a +crucial strategy for manufacturers, allo wing them to target a wider range of medical +conditions that can benefit from polyclonal antibody therapy. This expansion ensures +healthcare providers have access to speciali zed treatments tailored to diverse clinical +needs. +. Opportunities and challenges coexist for Chinese manufacturers: As global clinical demand +for antiserum products continues to rise, manufacturers are expected to intensify R&D +efforts, expand indications for antiserum products, and enhance their role in disease +prevention and treatment. Advancements i n production processes will further improve +product efficacy and safety, strengtheni ng their clinical advantages. For Chinese +antiserum manufacturers, globalization pre sents both opportunities and challenges. The +industry’s technology and resource-intensive nature create a unique opportunity for +China to establish itself as a key player in the global market, leveraging its expanding +expertise and industrial capacity. +Challenges Faced by Chinese Manufacturers within Human Antiserum Products Market +. Technical and production hurdles remain significant: Manufacturers must invest heavily in +R&D to enhance serum preparation techni ques and upgrade facilities to meet GMP +standards, which require strict environmenta l controls and advanced equipment. Precision +quality control also demands skilled profession als and sophisticated instruments. While +this presents pressure on quality assurance, some Chinese companies have leveraged their +technological strengths to continuously improve purity and efficacy. +. High cost pressure persists across R&D and manufacturing: Developing new products +requires years of costly trials, while raw mate rials and cold-chain logistics add further +financial burden. Leading domestic players wi th economies of scale and integrated supply +chains are better positioned to reduce production costs. +. Coordination across the value chain poses difficulties: Upstream collaboration with +research institutions is often hampered b y weak industry-academia integration and +information gaps. Besides, mastering large-scale animal husbandry to ensure herd health +and elicit potent immune response requires subs tantial investment and efforts. Midstream, +talent shortages affect internal coordination among R&D, production, and quality +control. Downstream, building sales networ ks is costly amid intense market competition +and tight regulatory oversight both domestically and abroad. Nonetheless, companies +with strong integration capabilities and colla borative innovation a re better equipped to +navigate these systemic challenges. +Entry Barriers of Human Antiserum Products Market +. High technical and production requirements: The antiserum industry imposes high entry +barriers due to its integration of three specia lized domains. First, companies must develop +or source high-quality antigens to immunize l arge animals like horses. Second, large-scale +animal husbandry expertise is required to m aintain herd health and elicit strong immune +INDUSTRY OVERVIEW +–8 0– + + +--- page 90 --- +responses. Third, advanced purification a nd antibody manufacturing capabilities are +essential. Each stage demands specialized k nowledge, infrastructure, and operational +expertise, making the industry highly resourc e-intensive and technology-intensive. Unlike +traditional laboratory-based drug development, antiserum development and production +requires seamless coordination across these c omplex processes, sign ificantly restricting +new market entrants. +. High cost of production and storage: The production of antisera is highly complex, +requiring specialized facilities, strict qu ality control, GMP compliance, regulatory +approvals, and skilled professionals. High s torage and shipping costs drive up prices, +making these treatments unaffordable in lo w-income regions, while low profit margins +deter investment in resource-limited markets. Additionally, maintaining a cold chain is +essential for efficacy, yet un reliable infrastructure in these regions limits distribution, +often restricting access to urban centers and leaving rural populations underserved. +. Need for industry chain collaboration: The production and distribution of antiserum +products require coordination among pharma ceutical companies, raw material providers, +regulators, and healthcare providers. It takes many years and significant capital +investments in infrastructure, technology an d compliance to establish collaboration and +good relationship with suppliers, distributo rs, regulators and other third parties. While +this process demands high industry coordination, it also presents an opportunity to build +a sustainable supply chain. By investing in b iotechnology, improvi ng animal management, +and strengthening supply chains, stakeholders can overcome challenges and ensure the +continued availability of these vital medical products. +Human TAT Market +Overview of Tetanus +T e t a n u si sas e v e r ei n f e c t i o u sd i s ease caused by the tetanus toxin from Clostridium tetani .E a r l y +symptoms include muscle stiffness and difficult y swallowing, which can progress to generalized +muscle spasms, opisthotonus, and painful convul sions. In severe cases, patients may experience +respiratory distress, fractures, and pneumonia . Tetanus affects both children and adults, with +common causes including trauma-related infectio n, surgical infections, neonatal tetanus, under +immunization and unhygienic childbirth in reso urce-limited settings. Individuals working or +engaging in outdoor activities are at higher r isk, particularly in areas with inadequate +immunization coverage and limited access to clean medical care. +The infection mortality rate of tetanus is appr oximately 41.5% globally, and tetanus especially +affects regions where sanitation is lacking and v accination rates are low. As a life-threatening +infection, tetanus has no effective treatment me thod once progressed. Currently, the only way to +provide immediate protection when there is an emerging risk of infection and the only treatment to +tetanus is through passive immunization. +Clostridium tetani is widely present in the natural environment. When a wound meets certain +conditions, such as exposure to the bacteria, lack o f effective immunity in the individual, or in cases +where wounds are deep and narrow creating an ana erobic environment within the body, wounds +come into contact with metal, rust, soil, dust, o r animal components, the bacteria can invade, +multiply, and produce toxins that cause tetanus. Therefore, tetanus-prone wounds are high-risk +factors for tetanus infection. Global cases of te tanus-prone wounds increased from 574.2 million in +2020 to 625.1 million in 2025 globally, reflectin g a CAGR of 1.7%. This trend is expected to +continue, reaching 664.4 mil lion in 2030 and 704.3 million in 2035 , with a CAGR of 1.2% from 2025 +to 2030 and 1.2% from 2030 to 2035. In China, cases o f tetanus-prone wounds rose from 85.5 million +in 2020 to 94.7 million in 2025, with a CAGR of 2.1%. This is projected to increase to 95.8 million in +2030 and 97.4 million in 2035, with a CAGR of 0. 2% from 2025 to 2030 and 0.3% from 2030 to 2035. +INDUSTRY OVERVIEW +–8 1– + + +--- page 91 --- +Overview of Human TAT +Tetanus prevention primarily involves two a pproaches: active and passive immunization. +Active immunization, or primary prevention, invol ves administering a tetanus toxoid vaccine to +induce acquired immunity. Passive immunization , or secondary prevention, provides immediate +protection and treatment through the administration of tetanus antitoxin, offering immediate and +timely protection for those exposed to tetanus infections or potential tetanus infections. +While immunization with tetanus-toxoid-containing vaccines is effective for preventing tetanus. +However, immunity from vaccination does not last life-long and people who recover from tetanus do +not have natural immunity and can be infected again. Tetanus vaccination is part of routine global +immunization programs, and those with tetanus-p rone wounds should receive tetanus antitoxin or +tetanus immunoglobulin for immedi ate protection. The below chart compares active and passive +immunity for tetanus: +Category Recommend Use Response Period Lasting Period +Clinical Application +Status +Active Immunity Tetanus toxoid vaccine +Combination vaccine +include DTwP, DTaP, +Tdap, DT +Routine vaccination for +people across the life +span +One to two weeks 5–10 years Low coverage +among adults +Passive Immunity TAT +Equine Tetanus +Immunoglobulin F(ab’) +2 +HTIG +mAb +Prophylaxis against +tetanus following injury +in patients whose +immunization is +incomplete or uncertain +Immediately 10–28 days Low coverage +among developing +countries +Note: DT=Diphtheria and tetanus toxoids, DTwP=Diphtheria a nd tetanus toxoids with whole cell pertussis vaccine, +DTaP=Diphtheria and tetanus toxoids with acellular P ertussis, Tdap=Tetanus toxoid, reduced diphtheria +toxoid and acellular pertussis vaccine. +Source: Expert Consensus on Emergency Prevention and Treatment of Tetanus in Adults ( 成人破傷風急診預防及診療專 +家共識), Literature Reviews, Frost & Sullivan Analysis +TAT, Equine Tetanus Immunoglobulin F(ab’) 2, HTIG and mAb are commonly used passive +immunization products for tetan us. Compared with other products, TAT demonstrates rapid +efficacy, high cost-effectiveness and high productivity. The following table shows the characteristics +of various passive immunization products: +Product Name +TAT (by Jiangxi Institute +of Biological Products) TAT (traditional) +Equine Tetanus +Immunoglobulin F(ab’) 2 HTIG mAb +Mechanism Equine tetanus +immunoglobulin +F(ab’) +2 +(4) +Equine tetanus +immunoglobulin +F(ab’) +2 +(2) +Equine tetanus +immunoglobulin +F(ab’) +2 +(2) +Human tetanus +immunoglobulin +Recombinant human +monoclonal antibody +Protection Period 10 days 10 days 10 days 28 days 105 days +Standard F(ab’) 2 Value (1) 65–90% Prophylaxis: ≥60%; +Treatment: ≥70% +≥70% ≥90% Not publicly disclosed +Specific Activity (2) Standard: +50,000 *90,000 +IU/gp +Company avg: ≥82,000 +IU/g protein +Prophylaxis: ≥45,000 IU/ +gp +Treatment: ≥55,000 IU/g +protein +≥75,000 IU/g protein Not publicly disclosed Not publicly disclosed +Safety Incidence of adverse +reactions: 0.03% +Incidence of adverse +reactions: 5–30% +Incidence of adverse +reactions: 2.5%–5% +Not publicly disclosed Not publicly disclosed +Sensitivity Test √√√ XX +Recommended Dosage 1–2 doses 1–2 doses 1–2 doses 1–2 doses 1 dose +Cost Per Dose (RMB) (3) ~15.1 ~15.1 ~28.0 ~300.0 ~798.0 +Productivity High High Relatively low (4) Low High +INDUSTRY OVERVIEW +–8 2– + + +--- page 92 --- +Notes: +(1) A measure of the purity and potency of F(ab’) 2 antibody fragments. Higher levels indicate better antibody +activity with fewer impurities. +(2) Specific Activity serves as a key indicator of the ‘‘func tional purity’’ of a biological product. It is defined as the +number of biological activity units (IU) contained pe r unit mass of protein (typically expressed in IU/mg or +IU/g). For tetanus immunotherapeutics , ‘‘activity’’ refers specifically to the product’s ability to neutralize tetanus +neurotoxin, as determined through standardized animal a ssays, while ‘‘mass’’ refers to the total protein content +of the HTIG or TAT preparation. A higher specific activity indicates that a greater proportion of the protein +content consists of active, toxin-neutralizing component s, while the proportion of in active proteins, which are +potential sources of adverse reac tions, is lower. TAT and Equine Tetanus Immunoglobulin F(ab’) +2 are polyclonal +antibodies extracted from immune equine plasma. Both pro ducts have the same active ingredient, consisting of +F(ab’)2 fragments generated by pepsin digestion of whole IgG antibodies. Main differences lie in their product +registration name and specific activity. The specifi c activity of Equine Tetan us Immunoglobulin F(ab’) 2 is higher +than traditional TAT but on the same level of TAT produced by the Company. +(3) Bid price. +(4) Equine tetanus immunoglobulin F(ab’) +2 has a relatively lower p roductivity than TAT, primarily because the +purification process results in greater loss and lower y ield, leading to relatively higher unit cost of sales. +Source: Expert Consensus on Emergency Prevention and Treatment of Tetanus in Adults ( 成人破傷風急診預防及診療專 +家共識), Public Information, Frost & Sullivan Analysis +Specifically, our Human TAT differs from tradit ional Human TAT in both production process, +purity and quality. By incorporating Pasteur vi rus removal/inactivat ion technology, we have +significantly enhanced the products safety and e fficacy. This process results in a higher specific +activity (average ≥82,000 IU/gp), comparable to that of E quine Tetanus Immunoglobulin F(ab’) 2. +Besides, our TAT leverages F(ab’) 2 fragment optimization with enzymatic cleavage to remove +allergenic Fc components, and thus achieve an adverse reaction rate of 0.03%. +Among tetanus passive immunity products, Hu man TAT is the most widely utilized. This +preference stems from its (i) broad-spectrum p otential to target a wide range of antigens while +reducing susceptibility to resistance and minimiz ing the risk of immune escape, (ii) fewer ethical and +safety concerns (such as the risk of infectious disease transmission) associated with human +plasma-derived products, (iii) lower production cos ts and greater economic accessibility, facilitating +scalable manufacturing and reducing the financi al burden on patients and healthcare systems, and +(iv) a short development cycle, making them well-su ited for rapid responses to unanticipated public +health emergencies caused by infectious diseases. In particular, Human TAT is priced around 10 +times lower than HTIG, making it the primary choi ce for cost-sensitive markets. The below chart +sets forth historical and future market size of hu man tetanus passive immunization by different +products: +Sales Volume Breakdown of China Tetanus +Passive Immunity Product Market +Sales Volume Breakdown of Global Tetanus +Passive Immunity Product Market +Million Unit +20.5 +34.3 +5.8 +12.5 +3.1 +55.7 +1.2 +11.2 +33.0 +TAT F(ab’) 2 HTIG mAb +2025 2035E +Million Unit +65.2 +316.9 +24.6 +23.1 +7.9 +372.5 +3.517.7 +86.6 +TAT F(ab’) 2 HTIG mAb +2025 2035E +Source: Annual Reports of Listed Medical Companies, NMPA, CDE, FDA, Public Information, Expert Interview, Frost & +Sullivan Analysis +INDUSTRY OVERVIEW +–8 3– + + +--- page 93 --- +Sales Volume Breakdown of Global Tetanus +Passive Immunity Product Market by +Manufacturer, 2025 +Sales Volume Breakdown of China Tetanus +Passive Immunity Product Market by +Manufacturer, 2025 +Company B +6.9% +(5.9) +Company F +2.2% +(1.9) +Company E +2.5% +(2.2) +Our Company +34.5% +(29.9) +Million Unit +Company A +8.1% +(7.0) +Company C +3.4% +(3.0) +Company D +2.7% +(2.4) +Others +39.8% +(34.5) +Company F +5.8% +(1.9) +Company E +6.5% +(2.2) +Company C +9.0% +(3.0) +Our Company +41.1% +(13.5) +Million Unit +Company A +21.3% +(7.0) +Others +16.4% +(5.4) +Source: Annual Reports of Listed Medical Companies, NMPA, CDE, Public Information, Expert Interview, Frost & +Sullivan Analysis +. Company A, headquartered in Lanzhou, China, was founded in 1949. It focuses on the research, development, production, and sales of vaccines and +biologics. The institute is a leading player in Chinese vaccine market, with products covering a wide range of infectious diseases, including tetanu sa n d +rabies. In 2025, the sales volume of tetanus passi ve immunity products by Company A amounted to 7.0 m illion unit, representing 8.1% of total sales +volume in the global tetanus passive immunity market. +. Company B, headquartered in Nha Trang, Vietnam, was founded in 1978. It specializes in the research, development, and production of vaccines and +medical biologics. Company B is one of Vietnam’s k ey state-owned vaccine manufacturers, with a por tfolio including influenza, tetanus, and Japanes e +encephalitis vaccines, serving both domestic and international markets. In 2025, the sales volume o f tetanus passive immunity products by Company B +amounted to 5.9 million unit, representing 6.9% of total sales volume in the global tetanus passive immunity market. +. Company C, headquartered in Xinxiang, China, was founded in 1992. It is a leading biotechnology c ompany engaged in the R&D, manufacturing, and +sales of plasma-derived products, vaccines, and recombinant biologic s. In 2025, the sales volume of tetanus passive immunity products by Company C +amounted to 3.0 million unit, representing 3.4% of total sales volume in the global tetanus passive immunity market. +. Company D, India’s first privately held biopharmaceutical company, foun ded in 1953 and headquartered in Hyderabad, India. As one of the world’s +leading biopharmaceutical companies, it focuses on the development, manufacturing, and supply of i nnovative vaccines and generic therapeutics, w ith +products available in more than 130 countries worldwide. In 2025, the sal es volume of tetanus passive immunity products by Company D amounted to +2.4 million unit, representing 2.7% of total sales volume in the global tetanus passive immunity market. +. Company E, headquartered in Zhanjiang, China, was founded in 1995. It focuses on the production of plasma-derived therapies, including human +immunoglobulin and albumin products. In 2025, the sales volume of tetanu s passive immunity products by Company E amounted to 2.2 million unit, +representing 2.5% of total sales volume in th e global tetanus passive immunity market. +. Company F, headquartered in Chengdu , China, was founded in 1995. It specializes in the devel opment and manufacturing of plasma-derived and +biological products, including tetan us immunoglobulin, rabies immunoglobu lin, and vaccines. In 2025, the sales volume of tetanus p assive immunit y +products by Company F amounted to 1.9 million unit, representing 2.2% of total sales volume in the global tetanus passive immunity market. +. In 2025, the sales volume of tetanus passive immunity products by other ma nufacturers amounted to 34.5 million unit, representing 39.8% of total +sales volume in the global tetanus passive immunity market. +Market Size of Human TAT +The global market for tetanus passive immuni ty products grew from US$222.5 million in 2020 +to US$325.4 million in 2025, with a CAGR of 7.9%. It is expected to continue rising to US$626.2 +million in 2030 and US$1,058.6 million in 2035, with CAGRs of 14.0% and 11.0% from 2025 to 2030 +and from 2030 to 2035, respectively. In China, the m arket size for tetanus passive immunity products +increased from US$162.0 million in 2020 to US$ 224.4 million in 2025, with a CAGR of 6.7%. This is +expected to grow to US$272.2 million in 2030 and US$344.0 million in 2035, with CAGRs of 3.9% +and 4.8% from 2025 to 2030 and from 2030 to 2035, respectively. +Tetanus antitoxin is the most widely used pro duct in tetanus passive immunity. In China, it +accounts for around 60% of national clinical demand for tetanus passive immunization products in +terms of sales volume, with annual consumption ex ceeding 20 million doses. Its popularity is driven +by rapid efficacy, scalable production capacity, an d significant cost advantages. Tetanus antitoxin is +priced approximately ten times lower than HTIG, making it the preferred choice in cost-sensitive +markets. Consequently, tetanus antitoxin also has significant market opportunities in Southeast +Asia, Africa, and Latin America. +Given its advantages, the market size of global tet anus antitoxin increased significantly from +2020 to 2025, and is expected to continue to increased to 2035, which is set forth below. +INDUSTRY OVERVIEW +–8 4– + + +--- page 94 --- +The growth rate of the tetanus antitoxin market is expected to outpace that of the human +antiserum products market, primarily because (i) advancement in production and distribution leads +to higher accessibility and affordability of Hum an TAT products and (ii) several new human +antiserum products are still unde r clinical development, and have not yet been included in the overall +market size of human antiserum products. +Historical and Forecasted Market Size of Global and China Human Tetanus Antitoxin, 2020–2035E +2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E +38.2 33.0 53.6 41.1 51.1 60.7 80.5 104.2 135.0 165.1 201.8 240.8 269.7 302.0 +60.1 64.7 81.4 71.8 84.4 95.1 116.0 141.4 173.4 204.7 242.8 284.2 315.4 350.0 +China 21.8 31.7 27.7 30.7 33.2 34.4 35.4 37.2 38.4 39.6 41.0 43.4 45.7 48.1 +2034E +338.0 +394.5 +56.4 +2035E +378.3 +439.5 +61.2 +Million US$ +Period +2030E–2035E +2025–2030E +2020–2025 +CAGR +9.6% +Global China +20.6% +12.6% +9.5% +3.6% +8.3% +RoW +Global +Source: Annual Reports of Listed Medical Companies, NMPA, CDE, FDA, Public Information, Expert Interview, Frost & +Sullivan Analysis +Competitive Landscape of Human TAT +As of the Latest Practicable Date, four Human T AT manufacturers had obtained marketing +approvals and only two of them were still manufa cturing and selling Human TAT in large scale. Two +Human TAT manufacturers stopped manufacturin g and selling Human TAT in large scale (namely, +they have either completely ceased production or retained only minimal capacity to keep the +production license active) in 2016 and 2018, respect ively, primarily becaus e these manufacturers +have redirected their focus to other a reas of research and manufacturing. +In 2025, domestic sales volume of Human TAT manufactured by our Group reached 13.5 +million, accounting for 65.8% of total market in C hina. In 2025, our total sales volume of Human +TAT was 29.9 million units, comprising 13.5 million units sold in China and 16.4 million units +exported to overseas markets through domestic an d overseas distributors, representing a global +market share of 45.8% in terms of sales volume and ranking first globally. By contrast, the other +Chinese Human TAT manufacturer Company A sol d approximately 7.0 million units in China and +did not have export sales in 2025. As one of the only two manufacturers who are still producing +Human TAT in large scale in China, domestic sa les revenue of Human TAT manufactured by our +Group reached RMB165.4 million in 2025, account ing for 66.9% of total Chinese market. In +addition, the global sales revenue of Human TAT manufactured by our Group accounted for 33.2% +INDUSTRY OVERVIEW +–8 5– + + +--- page 95 --- +of total global market, ranking fir st globally in terms of revenue. The following charts set forth the +top two companies in Chinese Human TAT market and top five companies in global Human TAT +market in terms of sales volume and sales revenue in 2025 : +Sales Volume Breakdown of Chinese Human TAT +Market by Manufacturer, 2025 +Sales Revenue Breakdown of Chinese Human +TAT Market by Manufacturer, 2025 +Others +0.1% +Million Unit +Company A +34.1% +(7.0 million units) +Our Company +65.8% +(13.5 million units) +Others +0.1% +Company A +33.0% +Our Company +66.9% +Million Unit +Source: Annual Reports of Listed Medical Companies, NMPA, +CDE, Public information, Expert Interview, Frost & +Sullivan Analysis +Source: Annual Reports of Listed Medical Companies, NMPA, +CDE, Public information, Expert Interview, Frost & +Sullivan Analysis +Sales Volume Breakdown of Global Tetanus TAT +Market by Manufacturer, 2025 +Sales Revenue Breakdown of Global Tetanus TAT +Market by Manufacturer, 2025 +Others +29.0% +Company A +10.7% +Company B +9.1% +Our Company +45.8% +Company D +3.6% +Company G +1.8% +Others +43.7% +Company A +11.9% +Company B +6.6% +Our Company +33.2% +Company G +2.4% +Company D +2.2% +Source: Annual Reports of Listed Medical Companies, NMPA, +CDE, Public information, Expert Interview, Frost & +Sullivan Analysis +Source: Annual Reports of Listed Medical Companies, NMPA, +CDE, Public information, Expert Interview, Frost & +Sullivan Analysis +. Company A, headquartered in Lanzhou, China, was founded in 1949. It focuses on the research, development, production, and sales of vaccines and +biologics. The institute is a leading player in Chinese vaccine market, with products covering a wide range of infectious diseases, including tetanu sa n d +rabies. +. Company B, headquartered in Nha Trang, Vietnam, was founded in 1978. It specializes in the research, development, and production of vaccines and +medical biologics. Company B is one of Vietnam’s k ey state-owned vaccine manufacturers, with a por tfolio including influenza, tetanus, and Japanes e +encephalitis vaccines, serving both domestic and international markets. +. Company D, India’s first privately held biopharmaceutical company, foun ded in 1953 and headquartered in Hyderabad, India. As one of the world’s +leading biopharmaceutical companies, it focuses on the development, manufacturing, and supply of i nnovative vaccines and generic therapeutics, w ith +products available in more than 130 countries worldwide. +. Company G, headquartered in Bandung, Indonesia, Company G was established in 1890 and is an Indonesian state-owned vaccine and biological +products manufacturer, focusing on the development, manufacturing and supply of vaccines and sera, with products used in more than 130 countries +and a portfolio covering tetanus-containing vaccines and anti-tetanus serum. +INDUSTRY OVERVIEW +–8 6– + + +--- page 96 --- +Future Trends of Human TAT Market +The projected future trends for the Human T AT market in China include the following: +. Mitigating global disparities in tetanus control: While tetanus is preventable through +vaccination and proper wound care, global dispa rities persist, particularly in developing +countries and low-income regions. In high-income countries, tetanus is rare due to strong +immunization programs. However, Southeast Asia and Africa account for over 60% of +new infections, exacerbated by limitations of labor protection and medical and health +environment, poverty, conflict, and weak healthcare systems. To bridge these gaps, +sustained efforts from governments, international organizations, and pharmaceutical +companies are crucial. +. Addressing low coverage of tetanus protection among adults through passive immunity +products: People of all ages are susceptible to tet anus infection. Immunity from childhood +tetanus vaccines wanes over time, and regula r boosters are needed. However, adults often +miss these due to lack of awareness or access to healthcare or economic factors. +Governments should promote awareness campaigns on the importance of boosters, while +passive immunity products like Human TAT can help protect individuals with incomplete +or unknown vaccination status. +. Enhancing accessibility and affo rdability by technical innovation: Despite effective vaccines +and antiserum therapies, access to tetanus i mmunization remains uneven. Innovation in +TAT could improve its effectiveness, reduce si de effects, and lower costs, making it more +accessible to low-income regions. Pharmaceu tical companies should be incentivized to +develop affordable tetanus immunization pro ducts, crucial for achieving global health +equity. +. Combining active and passive immunity to strengthen disease control and patient protection: +The combination of active and passive immuni zation enhances disease prevention and +patient protection. While vaccines are effect ive, they have limitations: they require time to +trigger antibody production (a immune response window period), and some individuals, +particularly those with low immunity, m ay not respond adequately. Passive +immunization, which directly administers specific antibodies, provides immediate +protection, addressing these limitations. F or tetanus, integrating both immunization +methods improves infection prevention and offers additional protection for vulnerable +populations. +Drivers of Human TAT Market +. Policy Drivers: The Human TAT market is supported by a series of favorable policies. +China’s 15th Five-Year Plan (2026–2030) em phasizes the prevention and control of +infectious, parasitic, and endemic diseas es, calling for improved emergency response +capabilities. These policies lay a stron g foundation for the Human TAT market, +encouraging improvements in production techniques and quality standards to ensure the +reliability and effectiveness of Human TAT in m anaging tetanus infections. As a result, +market demand for Human TAT continues to grow steadily. +. Technological Drivers: Advances in production technology have also contributed to the +growth of the Human TAT market. Traditional equine-derived antiserum production is +mature, scalable, and cost-stable. Innova tions such as Pasteur virus inactivation +techniques have enhanced specific activit y, while vial packaging has improved product +stability and ease of transport. Further upgrades including hi gh-purity chromatographic +processing to reduce allergic risks, the devel opment of long-acting formulations to extend +antibody half-life, and ready -to-use formats to improve acce ss in remote areas are driving +market expansion. +INDUSTRY OVERVIEW +–8 7– + + +--- page 97 --- +. Demand Growth: Although tetanus is preventab le through active and passive +immunization method and proper wound ca re, global disparities in immunization +coverage and healthcare infrastructure r emain a concern. According to WHO, over +60% of new tetanus cases and deaths in recent years occurred in Southeast Asia and +Africa. Given their accessibility and efficacy , polyclonal antibodies like TAT remain the +only scalable option for emergency passive immu nization, playing a vital role in bridging +gaps in vaccine coverage and reducing morta lity. With continued policy support and +technological progress, Human TAT is pois ed to become a key component in global +tetanus prevention and control, with further market growth anticipated. +Snakebite Antivenoms Market +Overview of Snakebite Envenom ing and Snakebite Antivenoms +There are over four thousand snake species worldwide, with venomous species making up about +20% (over 800 species). Snake bites are a significan t public health issue, especially in warm regions +like Southeast Asia, sub-Saharan Africa, and La tin America. According to the WHO, 95% of snake +bites occur in developing countries. China is home to more than 60 venomous snake species, with the +highest number of bites occurring in provinces south of the Yangtze River during summer and +autumn. +The clinical effects of snake bites vary due to differences in venom composition and +mechanisms. Elapidae family snakes primarily ca use neurotoxic effects, while Viperidae family +snakes typically induce local tissu e damage, bleeding, coagulopathie s, and kidney failure. Venomous +bites can result in severe paralysis, bleeding dis orders, kidney failure, and tissue destruction, +sometimes leading to disability or amputation. Ch ildren are more vulnerable due to their smaller +body mass. +The incidence of venomous snakebites glob ally and in China in 2025 was 2.7 million and 0.28 +million, respectively. Bites by venomous snakes ha ve severe negative consequences as it may cause +permanent disfigurement and/or di sabilities, including limb amputati ons, and even deaths, according +to Frost & Sullivan. +High-quality snake antivenoms are the most effect ive treatment for preventing or reversing the +effects of venomous snake bites and remain the only safe and effective antidote against snake venom. +Recognized by the WHO as essentia l medicines, they are a critical component of primary healthcare +in regions where snake bites are prevalent. +Market Size of Snakebite Antivenoms +The global and Chinese market for snake ant ivenom grew from 2020 to 2025, and is expected to +continue to increased to 203 5, which is set forth below. +Historical and Forecasted Market Size of Global and China’s Snake Antivenom, 2020–2035EChina +Million US$ +Period +2030E–2035E +2025–2030E +2020–2025 +CAGR +7.0% +Global China +18.2% +9.6% +7.5% +33.7% +13.8% +RoW +Global +2021 +184.9 +203.9 +19.0 +2023 +199.3 +221.3 +22.0 +2024 +208.5 +230.1 +21.6 +2025 +210.6 +234.1 +23.4 +2026E +216.6 +241.0 +24.4 +2027E +232.8 +260.8 +27.9 +2028E +278.8 +319.9 +41.1 +2029E +344.8 +407.7 +62.9 +2030E +439.8 +539.9 +100.0 +2031E +493.6 +612.8 +119.2 +2032E +536.3 +673.9 +137.6 +2033E +575.7 +729.0 +153.3 +2034E +617.8 +788.7 +170.8 +2035E +663.1 +853.5 +190.4 +2022 +190.4 +211.2 +20.8 +2020 +150.8 +167.1 +16.3 +Source: Annual Reports of Listed Medical Companies, NMPA, CDE, WHO, Public Information, Expert Interview, Frost +& Sullivan Analysis +INDUSTRY OVERVIEW +–8 8– + + +--- page 98 --- +Competitive Landscape of Snakebite Antivenoms +As of the Latest Practicable Date, there were fo ur marketed snakebite antivenoms and three +snakebite antivenoms candidate under clinical development in China. Below are the marketed +snakebite antivenoms and snakebit e antivenoms candidate in China: +Snake Type Manufacturer First Approval Date +Bungarus multicinctus antivenom А +Agkistrodon halys antivenom А 1982-01-01 +Agkistrodon acutus antivenom А +Naja naja atra antivenom А 1981-01-01 +Shanghai Serum Biological Technology Co.,Ltd. +Source: NMPA, Frost & Sullivan +Snake Type Drug Name Clinical StageManufacturer First Posted Date +Viper Anti-viper venom serum +(А) +Phase IIShanghai Serum Biological Technology +Co., Ltd. +2024-02-20 +Gloydius halys Agkistrodon Halys Antivenin +(А) +Phase IJiangXi Institute of Biological Products Inc. 2025-04-21 +Deinagkistrodon acutus Agkistrodon acutus Antivenin +(А) +Phase IJiangXi Institute of Biological Products Inc. 2026-02-25 +Source: CDE, Frost & Sullivan +Future Trends of Snakebite Antivenoms Market +The projected future trends, outlining curre nt limitations and market opportunities for the +snakebite antivenoms market in China, include the following: +. Mitigating global disparities in venomous snake bite control: Snakebite envenoming is a +major public health issue, particularly in tropical and subtropical regions where +agricultural and rural communities are mos t affected. Despite its recognition by the +W H Oa san e g l e c t e dt r o p i c a ld i s e a s e ,ag a pe x i s t sb e t w e e nt h en u m b e ro fp a t i e n t sa n dt h e +availability of effective treatments. Antive nom administration is the cornerstone of +treatment, but accessibility and efficacy re main challenges. Increased funding for +researcher towards new snake antivenoms a nd universal treatments could improve +outcomes. +. Development of affordable and accessible antivenoms: Animal-derived antivenoms are +critical for treating snakebite envenoming, but rising costs and limited production have +made them increasingly unavailable and unaffordable. The process of producing +antivenoms is resource-intensive and technology-intensive, requiring specialized +facilities, which contributes to high cost s. There is a significant opportunity for +pharmaceutical companies to develop affordable, scalable antivenoms, making +life-saving treatments accessibl e to underserved populations. +. Investment in the development of polyspecific antivenoms: Limited availability of +antivenoms in regions with diverse venomous snake species remains a key barrier to +effective treatment. In China, for example, only four types of antivenom are approved, +which does not meet the needs of many patients. Investing in polyspecific antivenoms +capable of neutralizing venom from multip le species could address these limitations, +particularly in areas with diverse snake popul ations, reducing the need for precise species +identification before treatment. +. Insufficient coverage of drugs fo r snakebite poisoning treatment: Numerous patients miss +timely antivenom treatment due to geographi c isolation, limited resources, or financial +constraints. Snakebites cause about three t imes as many amputations and disabilities as +deaths each year. To reduce global snakebi te mortality and disability rates by 50% by +2030, the WHO plans to invest US$137 million from 2019 to 2030, focusing on education, +expanding snake antivenom reserves, lowe ring treatment costs, and strengthening +healthcare systems in developing countries. +INDUSTRY OVERVIEW +–8 9– + + +--- page 99 --- +Rabies Antiserum Market +Overview of Rabies +Rabies is a viral zoonotic disease that causes p rogressive and fatal inflammation of the brain +and spinal cord. It is transmitted through direct contact with the saliva or nervous system tissue of +an infected animal, typically via bites or scratc hes, though rare cases also occur through aerosol +exposure or organ transplants. Rabies manifes ts in two symptoms: furious rabies, marked by +confusion, spasms, and autonomic dysfunction, and paralytic rabies, which causes progressive +paralysis while the patient remain s conscious. Once clinical sympto ms appear, rabies is nearly always +fatal. +Rabies remains a serious public health issue in o ver 150 countries, particularly in Asia and +Africa. Rabies deaths in 2025 reached 10,496 globally, with mortality rate of almost 100% when +clinical symptoms appear. +Overview of Rabies Antiserum +Rabies is nearly always fatal once symptoms a ppear, making its prevention crucial. This +includes ensuring access to prompt post-exposure prophylaxis, vaccinating of dogs, and empowering +communities. Pre-exposure proph ylaxis is recommended for individ uals at high risk of exposure due +to their occupation or location, with periodic booster shots advised for those with frequent or +continuous exposure. If available, antibody monitoring is preferred over routine boosters for at-risk +personnel. +All cases of suspected rabies exposure, esp ecially Grade III exposure, should be treated +immediately to prevent the onset of symptoms an d death. Post-exposure prophylaxis includes +thorough wound treatment, administration of WHO -approved rabies vaccines, and, when necessary, +rabies antiserum. The following table outlines post -exposure prophylaxis recommendations based on +exposure category and immune status. +Category Type of Animal Contact Recommended Treatment +Application of Rabies +Passive Immunization +I Intact skin contact with animal +secretions or excretions +Clean the exposed area, no other +medical treatment is needed +/ +II Meet one of the following conditions: +. Bites or scratches without significant +bleeding +. Wounds without signif icant bleeding or +closed but not fully healed wounds that +come into contact with animal +secretions or excretions +1. Wound clean, Administer +rabies vaccine +2. Use rabies passive immunizing +agents when necessary +1. Unvaccinated individuals, +those receiving their first +vaccination, or exposed cases +with concurrent +immunodeficiency +III Meet one of the following conditions: +. Penetrating skin bites or scratches with +clinical presentation of significant +bleeding +. Open wounds or mucous membranes +that come into contact with animal +secretions or excretions +. Exposure to bats +1. Wound clean +2. Use rabies passive immunizing +agents +3. Administer rabies vaccine +1. First-time Category III +exposure cases +2. First-time Category III +exposure cases who did not +receive passive immunization +and experience re-exposure +within 7 days +3. Re-exposure cases (Category +II/III) in HIV clinical-stage +patients or hematopoietic +stem cell transplant recipients +Source: WHO, Expert Consensus on Rabies Exposure Prevention and Management ( +狂犬病暴露預防處置專家共識), +Frost & Sullivan Analysis +According to the Expert Consensus on Rabies Exposure Prevention and Treatment , passive +rabies immunization should be admin istered alongside vaccination fo r all Grade III exposure cases +and for Grade II cases involving individuals with severe immunodeficiency. F or instance, the study +Epidemiological Characteristics and Post-Exposure Prophylaxis Failure of Rabies Cases in Hubei +Province, 2015–2021 analyzed 127 rabies cases, among which 11 (8.7%) developed rabies despite +post-exposure vaccination. All were Grade III expo sures, demonstrating that individuals may still +require passive rabies immunization even after receiving vaccination. The WHO Position Paper on +INDUSTRY OVERVIEW +–9 0– + + +--- page 100 --- +Rabies Vaccines likewise recommends passive immunization for all first-time Grade III exposures, as +well as Grade II exposures in immunocompromis ed individuals, those receiving long-term +immunosuppressive therapy, or expo sures involving the head or fa ce. For high-risk populations, +such as individuals with occupational exposure, people living in remote rabies-endemic areas, and +travelers, passive rabies immunization offers immedi ate post-exposure protection, addressing the +immune window period and individual variability a ssociated with vaccination. When administered +together with vaccination, it forms a complementar y strategy offering both immediate and long-term +protection against rabies infection. +Rabies antiserum provides immediate and timely protection by neutralizing the rabies virus +until the vaccine takes effect. It is derived fr om immunized human donors or horses. Advances in +rabies treatment have led to development of mAbs , which offer a promising choice. Below table +shows the costs of HRIG, traditiona l equine rabies antiserum and mAb: +HRIG +Traditional Equine +Rabies Antiserum mAb +Recommended Dosage (IU/kg )(1) Post-exposure +prophylaxis 20 +Post-exposure +prophylaxis 40 +Post-exposure +prophylaxis 20 +Cost Per Dose (RMB) (2) *282.34 +500IU/unit +*55 +400IU/unit +*600 +200IU/unit +Protection Period Approximately 21 +days +Approximately 10 +days +14–24 days +Safety Incidence of +adverse reactions: +0.09% +Incidence of +adverse reactions: +1.05% *12.5% +Incidence of +adverse reactions: +Not publicly +disclosed +Notes: +(1) Amount of IU a patient needs per kg of body weight. +(2) Bid price. +Source: Expert Consensus on Rabies Exposure Prevention and Management, Public Information, Expert Interview, Frost +& Sullivan Analysis +For individuals who have never been vaccinated against rabies, post-exposure prophylaxis +should always include both passive immunity produc ts and rabies vaccine, regardless of whether the +exposure is through a bite or non-bite injury, as l ong as no clinical symptoms of rabies are present. +Market Size of Rabies Antiserum +In China, the incidence of Grade III rabies expo sure increased from 14.5 million in 2020 to 15.6 +million in 2025, with a CAGR of 1.4%. It is projected to reach 16.4 million in 2030 and 17.2 million +in 2035, with a CAGR of 1.0% and 1.0%, respect ively. Further, among the 15.6 million people +experiencing Grade III exposure in 2025, on ly 10.5% (about 1.6 million) received passive +immunization, leaving nearly 14 million unprote cted. The market for high-quality rabies +antiserum products remains underdeveloped, with an insufficient supply of HRIG to meet demand. +The market of rabies passive immunity products in China grew from RMB1.5 billion in 2020 to +RMB1.9 billion in 2025, with a CAGR of 5.5%. It is p rojected to reach RMB3.2 billion in 2030 and +RMB7.3 billion in 2035, with a CAGR of 11.0% from 2025 to 2030 and 17.7% from 2030 to 2035. +In 2025, mAb accounted for 2.5% of China’s rab ies passive immunization market, while HRIG +represented 97.5%, and that no ERIG products were available for sale. The market is currently +dominated by HRIG and mAb products, with n o equine rabies immunoglobulin F(ab’) +2 approved +for sale. +INDUSTRY OVERVIEW +–9 1– + + +--- page 101 --- +Competitive Landscape of Rabies Antiserum +Although three manufacturers in China were app roved to produce traditional Equine Rabies +Antiserum, all of them have discontinued comme rcialization, as a result of inability to achieve +market acceptance caused by a high incidence of ad verse reactions. Accord ing to Frost & Sullivan, +the incidence of adverse reactions of traditional Equine Rabies Antiserum could be as high as 12.5%, +including serious allergic reactions such as serum sickness and anaphylactic shock. We choose to +develop our equine rabies immunoglobulin F(ab’) +2 candidate which leverages novel antigens and +advanced purification and formulation technolo gies to address the challenges associated with +traditional Equine Rabies Antiserum, aiming to cap ture significant market opportunities. There +remains unmet demand in the market, primarily du e to: (i) emerging need for rabies control and (ii) +greater accessibility of equine rabies immunoglob ulin. Firstly, the penetr ation rate remains low, +particularly in rural and resource-limited areas w here access to timely post-exposure prophylaxis is +limited. Many patients who are exp osed to the rabies virus either do not receive immunoglobulin at +all or receive it too late, resulting in a large clinic al treatment gap that contributes to preventable +deaths. Secondly, from a cost perspective, the ra bies vaccine is priced at around RMB100 per dose, +with a full course requiring five doses. Passive immu nization is also required, particularly for Grade +III exposures, and the total cost for full post-expos ure prophylaxis can reach several hundred to over +a thousand RMB, posing a financial burden for residents in economically underdeveloped regions. +Among passive immunization products, HRIG costs aroun d RMB280 per dose, mAbs +approximately RMB600 per dose, while traditio nal Equine Rabies Antiserum priced at only +around RMB55 per dose, making it significantly m ore accessible in resource-limited settings. +For HRIG, 20 manufacturers have obtained approval, with six companies accounting for +approximately 80% of the total batch release volume in 2025. Below are the marketed passive +immunity products and product ca ndidates for rabies in China: +Technical Paths Manufacturer NMPA First Approval Date Commercializing Status +Equine Rabies +Antiserum +HRIG +Lanzhou Biological Products Research Institute Limited Liability Company. 1982-01-01 +Wuhan Biological Products Research Institute Co., Ltd. 1982-01-01 +Shanghai Serum Biological Technology Co.,Ltd. 2004-09-10 +National Drug Group Wuhan Blood Products Co., Ltd. 1994-01-01 √ +X +X +X +X +X +X +X +X +X +X +Shenzhen Weiguang Biological Products Co.,Ltd. 2003-01-01 √ +Sichuan Yuanda Shuyang Pharmaceutical Co., Ltd 2005-02-08 √ +Boya Bio-pharmaceutical Group Co.,Ltd. 2005-05-13 √ +Wuhan Zhong Yuan Rui De Biological Products Co.,Ltd 2005-07-08 +Shandong Taibang Biologic Group 2005-10-18 √ +Guizhou Taibang Biological Products Co.,Ltd. 2005-12-27 √ +Guangdong Shuanglin Bio-Pharmacy Co,Ltd. 2006-03-24 √ +Guangdong Baiyi Pharmaceutical Co., Ltd 2006-05-10 +Guangdong Weilun Biological Pharmaceutical Co., Ltd. 2006-12-12 √ +Emerging pharmaceutical co., LTD., Shanghai 2006-12-30 +Hualan Biological Engineering,Inc. 2008-02-22 √ +Shanxi Kangbao Biological Product Co.,Ltd. 2008-12-09 +Hunan Ziguang Huhan Nanyue Pharmaceutical Co.,Ltd. 2009-01-01 √ +Tonrol Bio-Pharmaceutical Co.,Limited 2011-07-18 √ +Harbin Pacific Biopharmaceutical Co.,Ltd 2011-08-04 √ +China Pharmaceutical Group Shanghai Blood Products Co., Ltd. 2015-02-10 +Hebei Daan Pharmaceutical Co Ltd 2018-05-08 √ +Chengdu Ronsen Pharmaceutical Co., Ltd. 2019-01-09 +Hualan Biological Engineering Chongqing Co.,Ltd. 2022-03-29 +Source: NMPA, Public Information, Frost & Sullivan +Technical Paths Generic Name Manufacturer NMPA First Approval Date Commercializing Status +mAb +Ormutivimab 2022-01-25 +Zamerovimab and Mazorelvimab +NCPC Genetech Biotechnology Co.,Ltd. +Synermore Biopharmaceutical (Suzhou) +Co., Ltd 2024-06-04 +√ +√ +Source: NMPA, Frost & Sullivan +INDUSTRY OVERVIEW +–9 2– + + +--- page 102 --- +Technical Paths Drug Name Manufacturer Clinical Stage First Posted Date +mAbs +GR1801 Phase IIIGenrixbio (Shanghai) Pharmaceutical Technology Co., Ltd 2022-09-27 +CBB1 Phase IIChangchun Bcht Biotechnology Co. 2024-07-26 +NM57S/NC08 Phase IIINorth China Pharmaceutical Group New Drug R&D Co.,Ltd. 2025-04-16 +/ Phase IILanzhou Biological Products Research Institute Limited Liability Company. 2026-01-29 +Equine Rabies +Antiserum / Phase IYuxi Jozo Biotechnology Co., Ltd 2018-07-10 +Source: CDE, Frost & Sullivan +Future Trends of Rabies Antiserum +Rabies continues to be a signif icant global health challenge, imposing an estimated annual +economic burden of US$8. 6 billion. Despite the availability of effe ctive vaccines and treatments for +over a century, the disease remains widespread, particularly in Africa and Asia, where 95% of +rabies-related deaths occur due to limited access t o vaccines and the high cost of treatment. In +response, WHO has launched the ‘‘Zero Rabies Deaths by 2030’’ initiative, emphasizing the need for +coordinated global efforts to eliminate disparitie s in rabies prevention and control. Given that rabies +is almost always fatal once symptoms appear, rapid i ntervention is essential. Unlike vaccines, which +take time to trigger an immune response, pa ssive immunity products provide immediate +virus-neutralizing protection, making them indisp ensable in high-risk cases, particularly after +severe bites or scratches. However, barriers such as the high cost of HRIG and mAb, inadequate +local vaccine production, and th e vulnerability of immunocompromis ed patients to weaker vaccine +responses continue to hinder effective treatment . To address these challenges, expanding vaccine +production, enhancing accessibility, and optimiz ing passive immunity products, such as equine +rabies immunoglobulin F(ab’) 2, are crucial, particularly in resource-limited regions where the burden +of rabies remains highest. +VETERINARY PHARMACEUTICAL PRODUCTS MARKET +Definition and Classification +Veterinary pharmaceutical products are used for diagnosing, curing, mit igating, treating, or +preventing diseases in animals. The market is prim arily divided into biologics and chemical drugs. +Veterinary biologics, derived from living organis ms, are used across livestock, pets, fish, birds, and +wildlife, serving various functions. +By usage, veterinary pharmaceutical products fa ll into four categories: general disease drugs, +infectious disease prevention and treatment drugs, internal and exte rnal parasitic disease drugs, and +growth-promotion drugs, as outlined in the chart below: +Veterinary Drug +Levamisole +Pig Spleen Transfer Factor +Bursal Peptide Injection +Penicillin +Recombinant Porcine Interferon /g68 +Tetanus Antitoxin +Pregnant Mare Serum Gonadotropin +Infectious Disease Drugs +General Disease Drugs +Sedatives +Anlipyretic Drugs +Hemostatics +others +therapeutics +Immunomodulators +Anthelmintic +Antischistosomal +Fascioliasis +Gonadotropin +Ovulation-Stimulating Drugs +Progesterone +Chorionic Gonadotropin +Triclabendazole +Praziquantel +Mebendazole +Vitamin K3 +Aspirin +Aminopyrine +Chlorpromazine +Internal and External +Parasitic Disease Drugs +Growth-Promoting Drugs +INDUSTRY OVERVIEW +–9 3– + + +--- page 103 --- +Manufacturing of veterinary disease drugs includes two part, manufacturing of API and +formulation, respectively. API pro duction requires high technical standard while formulations are +typically manufactured by combining API with ex cipients and canning and are less technically +demanding. +Market Size of Veterinary Pharmaceutical Products +Pet ownership in China has grow n significantly, with 72.9 million pet cats and 53.4 million pet +dogs in 2025. In terms of livestock, China had 1.1 billion pigs, 100 million c attle, 600 million sheep, +and 24.6 billion poultry in 2025. Below set forth num ber of pets and livestock in China from 2020 to +2025 : +Number of Pets in China, 2020–2025 Number of Livestock in China, 2020–2025 +Million 100.8 +112.4 116.6 121.6 124.1 126.3 +Total +Pet Cat +Pet Dog +2020 +100.8 +48.6 +52.2 +2021 +112.4 +58.1 +54.3 +2022 +116.6 +65.4 +51.2 +2023 +121.6 +69.8 +51.8 +2024 +124.1 +71.5 +52.6 +2025 +126.3 +72.9 +53.4 +Pet Dog Pet Cat +24.1 24.4 24.9 25.6 25.7 26.5 +Billion +Pig Cattle Sheep Horse Poultry +2020 +24.1 +22.4 +0.0 +0.6 +0.1 +0.9 +2021 +24.4 +22.5 +0.0 +0.7 +0.1 +1.1 +2023 +25.6 +23.6 +0.0 +0.7 +0.2 +1.2 +2024 +25.7 +23.8 +— +0.6 +0.2 +1.1 +2022 +24.9 +22.9 +0.0 +0.7 +0.2 +1.2 +2025 +26.5 +24.6 +— +0.6 +0.1 +1.1 +Total +Poultry +Horse +Sheep +Cattle +Pig +Source: Chinese Veterinary Medical Association, Na tional Bureau of Statistics, Frost & Sullivan Analysis +The global veterinary drug market grew fro m US$42.8 billion in 2020 to US$53.8 billion in +2025, with a CAGR of 4.7%. It is estimated to further reach US$82.1 billion in 2030, with a CAGR +8.8%, and US$128.1 billion in 2035, with a CAGR 9.3%. +China’s veterinary drug market expanded f rom US$9.0 billion in 2020 to US$10.9 billion in +2025 at a CAGR 4.0%. It is expected to reach U S$16.2 billion in 2030 with a CAGR of 8.2% and +US$23.8 billion in 2035 with a CAGR 8.0%. +Application Scenarios of Veterinary Anti-infective Preparations +Veterinary anti-infective preparations, in cluding antiserum and immunomodulators, are +pivotal in addressing diverse veterinary challe nges through targeted immune modulation and +rapid therapeutic action. Their core advant ages lie in precision, immediate efficacy, and +circumvention of antimicrobial re sistance, making them essential for treating viral and bacterial +infections and immune modulation. +Market Drivers and Market Trends of Veterinary Pharmaceutical Products +Market Drivers of Veterinary Pharmaceutical Products +. Expansion of Husbandry and Companion Animal Industry: The growth of livestock and pet +industries is driving the global and Chinese veterinary drug markets. In China, annual +disposable income surged from RMB32,189 in 2020 to RMB43,377 in 2025, with a CAGR of +6.1%. Rising disposable incomes and changing diets have increased demand for animal +products like meat, milk, and eggs, alongside pet ownership expansion. +. Technical Advancement and Innovation: The overuse of antibiotics has accelerated +resistance, posing risks to public health and a nimal welfare. Veterinary anti-infective +and immune-boosting and therapeutic drugs offe r a promising alternative, providing the +potential for targeted, immune-boosting dru gs that reduce infection rate in animals +without the indiscriminate use of antibiotics a nd reduce reliance on traditional antibiotics +while maintaining animal health and produc tivity. Advances in biotechnology have +improved potency, safety, and scalability o f veterinary pharmaceutical products. +INDUSTRY OVERVIEW +–9 4– + + +--- page 104 --- +. Favorable Policies: A number of policies have been adopted in the veterinary +pharmaceutical industry to promote heal thy industry development. In 2017, WHO +recommended that farmers and the food indus try stop using antibiotics routinely to +promote growth and prevent disease in healthy animals. In China, the Ministry of +Agriculture and Rural Affairs has introduc ed the ‘‘National Veterinary Antimicrobial +Usage Reduction Action Plan (2021–2025)’’ 《全國獸用抗菌藥使用減量化行動方案 +(2021–2025 年)》. In 2023, the Bureau of Animal Husbandry and Veterinary Medicine +issued the ‘‘Notice on Strengthening the Dy namic Management of Compliance Farms for +the Reduction of Antimicrobi al Use in Veterinary Drugs’’ 《關於加強獸用抗菌藥使用減量 +化達標養殖場動態管理的通知》, emphasizing the need to strengthen monitoring and +conduct re-evaluation of antimicrobial re duction effectiveness in compliant farms. +Stricter regulations on veterinary pharmaceuti cal products, particularly antibiotics, are +driving the need for alternative antimicrobial solutions such as immune factor biological +products. The updated Veterinary Drug P roduction Quality Management Standard +(GMP) imposes tighter controls on factory construction, personnel qualifications, and +quality management, increasing production costs and technical barriers. This has raised +production costs and technical threshold s, accelerating the exit of small — scale +enterprises and enhancing industry concentration. +Future Trends of Veterinary Pharmaceutical Products +. Expansion of Non-Mandatory Immunization Product: Non-mandatory immunization +products are vaccines and biological agents that are not required under national +veterinary immunization programs but are hi ghly recommended for specific diseases or +conditions. These products provide additional layers of protection against pathogens that +may not be covered by mandatory vaccines. With the diversified demands from the +husbandry and companion animal industries, the application of non-mandatory +immunization products, such as veterinary t etanus antitoxin and pig spleen transfer +factor, will become increasingly common and is expected to experience a rising market +trend. +. Integration of Industry Chain: Rising regulations, sustainability concerns, and emerging +diseases are driving greater integration in th e veterinary drug industry. China’s ‘‘14th +Five-Year Plan for the Development of the National Livestock and Veterinary Industry’’ +《「十四五 +」全國畜牧獸醫行業發展規劃》 encourages collaboration among raw material +suppliers, manufacturers, veterinarian s, and livestock producers to enhance +competitiveness. Strengthening industry p artnerships, streamlining operations, and +fostering innovation will help address key challenges and unlock new growth +opportunities. +. More Efficient and Safer Veterinary Biological Products: Technological advancements are +pushing biological products to the forefront of veterinary medicine as alternatives to +antibiotics. With antimicrobial resis tance on the rise, vaccines, antisera, +immunomodulators and other anti-infectiv e bioproducts are gaining traction for +effective disease control. Sustainability i s also a focus, leading t o innovations such as +biodegradable delivery systems and environ mentally friendly manufacturing processes. +Veterinary Tetanus Antitoxins Market +Overview of Veterinary Tetanus Antitoxins +Veterinary tetanus antitoxin neutralizes teta nospasmin, the toxin produced by Clostridium +tetani, protecting neurological fun ction. Its key applications include: +. After-surgery prevention: Prevents tetanus infection in animals after surgery, trauma, or +birth. +. First aid treatment: Reduces mortality and complications in infected animals such as +horses, cattle, sheep, and dogs. +INDUSTRY OVERVIEW +–9 5– + + +--- page 105 --- +. Periodic protection: Recommended for animals in high-risk areas exposed to +contaminated environments , among others soil and feces. +Competitive Landscape of Veterinary Tetanus Antitoxins Market +The veterinary tetanus antitoxin market has great potential. The market size of China +veterinary tetanus antitoxin decreased from USD2.7 million in 2020 to USD2.3 million in 2025. It is +expected to continue to increase to USD11.2 m illion in 2030 and 35.2 million in 2035 with a CAGR +of 36.9% and 25.7% from 2025 to 2030 and from 2030 to 2035 respectively. With increasing sales +and marketing and popularity of veterinary tet anus antitoxins, it demonstrates great market +potential. +As of the Latest Practicable Date, there were fo ur marketed veterinary antitoxins in China. +Detailed information are set in the below table: +Manufacturer Approved Date Application +Chifeng Bo-en Pharmaceutical +Baicheng Zhongmu Veterinary Drugs Co., Ltd. +Jilin Wuxing Animal Health Co., Ltd. +Jilin Heyuan Bioengineering Co., Ltd. +2018–06–15 +2023–04–28 +2023–11–17 +2024–01–18 +Prophylactic use to reduce the risk of tetanus infection, as a result +of accidental injury or as a preoperative precaution. +Therapeutic use to enhance recovery rates in animals showing +clinical signs of tetanus, when combined with other treatments. +Note: Chifeng Bo-en Pharmaceutical’s mark eting approval for veterinary tetanus antitoxin in China has expired since +2023. It had submitted re-registration application in C hina and expects to receive the approval in June 2026. +Source: National Veterinary Drug Basic Information Database, Frost & Sullivan +In recent years, the competitive landscape of China’s veterinary tetanus antitoxins market has +shown significant fluctuations. There has been a co nsiderable difference in the annual market share +of three manufacturers: Jilin Heyuan, Jilin Wu xing Animal Health, and Baicheng Zhongmu +Veterinary Drugs. In 2025, one of these manufacturers captured over 50% of the revenue share in the +Chinese market. +Pregnant Mare Serum Gonadotropin (PMSG) Market +PMSG is a glycoprotein hormone secreted by goblet cells in the placenta of pregnant horses, +exhibiting dual effects of follicle-stimulating ho rmone and luteinizing hormone, primarily used to +induce estrus, promote follicle deve lopment, and superovulation in a nimals like swine, cattle, sheep, +and other animals. Its applications include: +. Reproductive management: Synchronizes estrus, improves conception rates, and increases +the likelihood of multiple births. +. Treatment of reproductive disorders: Addresses ovarian dysfunction, assists ovulation, and +enhances fertility. +The global veterinary PMSG m arket is expected to increas e from US$265.9 million in 2025 to +US$335.6 million in 2030 and US$405.3 million in 20 35 with a CAGR of 4.8% and 3.8% from 2025 +to 2030 and from 2030 to 2035, respectively. The veterinary PMSG market in China is expected to +increase from US$75.7 million in 2025 to US$104.5 million in 2030 and US$146.2 million in 2035 +with a CAGR of 6.7% and 7.0% from 2025 to 2030 and from 2030 to 2035, respectively. +PMSG API production requires relatively hig her technical standard while formulations are +typically manufactured by combining PMSG API wit h excipients and are less technically demanding. +As of the Latest Practicable Date, there were ni ne approved manufacturers of PMSG API in China, +as set out in the table below. +INDUSTRY OVERVIEW +–9 6– + + +--- page 106 --- +Types Manufacturer Approved Date +Active Pharmaceutical +Ingredients +Ningbo Renjian Pharmaceutical Group Co., Ltd. 2022/5/10 +Ningbo Sansheng Biotechnology Technology Co., Ltd. 2022/7/5 +Xiamen Origin Biotechnology Co., Ltd. 2022/9/8 +Gansu Tianqi Biological Technology Co., Ltd. 2022/12/19 +Guangzhou Vbio-Pharma Co., Ltd. 2023/11/23 +Tianjin Zhengjiang Modern Biotechnology Co., Ltd. 2024/1/18 +Hangzhou Animal Pharmaceutical (Hangzhou) Co., Ltd. 2024/3/20 +Ningbo Second Hormone Factory +Chifeng Bo-en Pharmaceutical +2025/12/5 +2026/1/23 +Source: National Veterinary Drug Basic Information Database, Frost & Sullivan +In 2025, one of the manufacturers captured nearly 50% of the revenue share in the Chinese +market. +Veterinary Immune-enhancing Pharmaceutical Products Market +Pig Spleen Transfer Factor (TF) +Pig spleen transfer factor is an immunomodulatory substance extracted from pig spleen that is +used to enhance the immune function of animals an d improve the immune effect of vaccine. It plays +a key role in regulating immune tole rance by preventing excessive immune responses that could lead +to autoimmune diseases. Its applications include: +. Infectious disease prevention: Strengthens immunity against common pig diseases like +swine fever, swine flu, and circovirus, re ducing disease occurrence and spread. +. Immunodeficiency treatment: Helps restore normal immune function in pigs with +weakened immune systems. +. Vaccine assistance: Serves as an immunostimula nt, increasing vaccine effectiveness and +antibody levels. +. Immunity management: Used in large-scale farming to enhance herd immunity, reduce +antibiotic use, and improve overall animal health. +As of the Latest Practicable Date, only four companies had obtained marketing approval from +the Ministry of Agriculture in China for pig spleen transfer factor. +Bursal Peptide Injection +Bursal peptide injection is an immunomodula tory substance derived from the bursa of +chickens, a specialized avian lymphoid organ. I t enhances innate immunity, promotes cytokine +production, inhibits viral replication, clears viru ses, and boosts vaccine efficacy. This treatment is +applicable to all mammals, including pigs, ca ttle, and sheep, as well as poultry like chickens. +As of the Latest Practicable Date, three comp anies in China, including our Company, had +received registration approval for bursal peptide injection. +Recombinant Porcine Interferon- α (‘‘rPoIFN-α’’) +rPoIFN- α is engineered antiviral proteins that e nhance immunity in poultry and swine. +rPoIFN- α targets porcine transmissible gastroenteritis. +Over 200 animal infectious diseases and 150 para sitic diseases can spread to humans globally. +In China, more than half of the livestock and poultry infectious diseases are zoonotic. While vaccines +and antibiotics remain primary treatments, their e ffectiveness is diminishing due to viral mutations +and antibiotic resistance. As innova tive antiviral biologics, rPoIFN- α offers strong antiviral +efficacy, antitumor properties, a nd immune regulation. Its safety an d residue-free characteristics, +together with supporting policies limiting antib iotic use, make it highly promising in the market. +As of the Latest Practicable Date, there was no rPoIFN- α approved for sale in China and +globally. +INDUSTRY OVERVIEW +–9 7– + + +--- page 107 --- +MAJOR RAW MATERIALS AND FUTURE PRICE TREND +Biological specimens such as animal plasma are the raw materials primarily used in the production of +antiserum products. Horses and other large mammals are traditionally used due to their ability to produce +high volumes of antibodies. Fluctuations in prices of major raw materials such as horses and fodder affect +the cost structure and profitability of products. The price of horses has been decreasing since 2019, from +around RMB15,000 per unit in 2019 to RMB10,000 per unit in 2024. The primary fodder in China include +legumes, bran, grains, and forage grasses. Prices of these materials are currently subject to subtle volatility, +influenced by market supply-demand dynamics and climatic conditions, but are projected to remain +relatively stable from 2024 to 2029. There are currently no signs of significant fluctuations in horse and +feed prices in the foreseeable future. +REPORT COMMISSIONED BY FROST AND SULLIVAN +In connection with the Global Offering, we have engaged Frost & Sullivan to conduct a +detailed analysis and prepare an industry report o n the antiserum and veterinary pharmaceutical +products market. Frost & Sullivan is an independent global market r esearch and consulting company +which was founded in 1961 and is based in the Unite d States. Services provided by Frost & Sullivan +include market assessments, competitive benchmarking and strategic and market planning for a +variety of industries. The contract sum to Frost & Sullivan is RMB780,000 for the preparation of the +Frost & Sullivan Report. The payment of such amount was not contingent upon our successful +Listing or on the results of the Frost & Sullivan Re port. Except for the Fro st & Sullivan Report, we +did not commission any other industry report in co nnection with the Global Offering. Except as +otherwise noted, all of the data and forecasts con tained in this section are derived from the Frost & +Sullivan Report. Frost & Sullivan prepared its report based on its in-house database, independent +third-party reports and publicly available data from reputable industry organizations. Where +necessary, Frost & Sullivan contac ts companies operating in the industry to gather and synthesize +information in relation to the market, prices a nd other relevant infor mation. Frost & Sullivan +believes that the basic assumptions used in prepari ng the Frost & Sullivan Report, including those +used to make future projections, are factual, c orrect and not misleading. Frost & Sullivan has +independently analyzed the information, but the accuracy of the conclusions of its review largely +relies on the accuracy of the information collected . Frost & Sullivan research may be affected by the +accuracy of these assumptions and the choice of t hese primary and secondary sources. Our Directors +and Joint Sponsors confirm that, they have exercised reasonable care in selecting and identifying the +information from the named sources, compiling, ex tracting and reproducing the information, and +ensuring no material omission of the information pursuant to Chapter 3.4 of the Guide. +INDUSTRY OVERVIEW +–9 8– + + +--- page 108 --- +OVERVIEW OF LAWS AND REGULATIONS IN THE PRC +This section summarizes the principal PRC laws , rules and regulations that are relevant to our +business. +Regulatory Authorities +The regulatory authorities of the drug industry in the PRC include: NMPA, NHC and NHSA. +The NMPA is an authority under the SAMR and is the primary regulator for medical products. +It is primarily responsible for the supervision and management of drugs, medical devices and +cosmetics, including drafting re levant regulations and policies; The NHC is the primary national +regulator for public health. It is primarily resp onsible for drafting national health policies, +supervising and regulating public health, organiz ing the formulation of national drug policies and +national essential medicine system. The NHSA is an authority directly under the State Council +responsible for the management of the healthcare security system. It is primarily responsible for +drafting and implementing policies and standard s on medical insurance, maternity insurance and +medical assistance; and formulating and super vising the implementation of the bidding and +tendering policies for drug s and medical disposables. +In addition, the Ministry of Science and Technology of the PRC is also responsible for the +relevant supervision and administrat ion of animal experiments for drugs. +Regulatory authorities for China’s veterin ary drug industry include: the MOA and its +subordinate veterinary administr ative organs at all levels, the Ch ina Institute of Veterinary Drug +Control, the Chinese Center for Animal Disease Prevention and Control, and the China Animal +Health and Epidemiology Center. +The Veterinary Bureau of the Ministry of Agricu lture (MOA) and its subordinate veterinary +administrative organs at all leve ls are the competent departments for the industry of veterinary +biologicals. +The China Institute of Veterinary Drug Control is responsible for the national supervision and +management of veterinary biologicals, which is a business unit directly subordinate to the MOA, +while the veterinary drug control agencies of go vernments at all levels are responsible for the +supervision and management of the veterinary bio logicals in their own jurisdictions. The Chinese +Center for Animal Disease Prevention and Control is responsible for the analysis and handling of +nationwide animal epidemics, the prevention and control of major animal diseases, the quality and +safety inspection for livestock and poultry products, and the supervision of national animal hygiene, +etc. The China Animal Health and Epidemiology Center is responsible f or epidemiological +investigation, diagnosis and testing on major ani mal diseases, veterinary hygiene assessment for +animals and animal products, and research on anima l health regulations, standards and techniques +for disease prevention an d control and other work. +As a national, industry-wide, non-profit social organization voluntarily formed by veterinary +drug-related enterprises, inst itutions, and individuals, the m ain responsibilities of the China +Veterinary Drug Association are to establish an ind ustrial self-disciplinary mechanism, to provide +support to governments in refining industrial management, to participate in the revision and +publicity of industrial laws, regulations and st andards, so as to play a supervisory role in such +industry, and among other things. +LAWS AND REGULATIONS IN RELATION TO NEW DRUG +Application for New Drug Registration +Drug registration refers to an approval proces s where the NMPA conducts review of the safety, +efficacy and quality controllability of the drugs in tended for marketing according to the application +for drug registration made by an applicant, and d ecides whether to appro ve the application. This +process is regulated by the Measures for th e Administration of Drug Registration ( 《藥品註冊管理辦 +法》). +REGULATORY OVERVIEW +–9 9– + + +--- page 109 --- +Non-Clinical Research and Animal Testing +The non-clinical safety assessment of drugs f or marketing approval shall be conducted in +accordance with the Good Laboratory Practi ces for Non-clinical Laboratory Studies ( 《藥物非臨床研 +究質量管理規範》) promulgated by the State Food and Drug Administration (the ‘‘ SFDA ’’). +Institutions applying for Good Laboratory Practices for Non-clinical Laboratory Studies (GLP). +certification are regulated by the Administrative M easures for the Certification of Good Laboratory +Practices for Non-clinical Laboratory Studies ( 《藥物非臨床研究質量管理規範認證管理辦法》). The +use of experimental animals and related products requires a Certificate for Production of +Experimental Animals, which is regulated b y the Administration of Affairs Concerning +Experimental Animals ( 《實驗動物管理條例》), the Administration Measures on Good Practice of +Experimental Animals ( 《實驗動物質量管理辦法》) and the Administrative Measures on the +Certificate for Experimental Animals (Trial) ( 《實驗動物許可證管理辦法(試行)》). +Application for Clinical Trial +After completing the pre-clinical studies, the applicant must obtain approval for drug clinical +trials from the NMPA before the conduction of new clinical drug trials. According to the Decision +on Adjusting the Approval Procedures of Certai n Administrative Approval Items for Drugs ( +《關於 +調整部分藥品行政審批事項審批程序的決定》) promulgated by the CFDA on March 17, 2017, the +decision on the approval of clinical trials of drugs enacted by the CFDA can be made by the Center +for Drug Evaluation from May 1, 2017. +Pursuant to the Drug Administration Law of the PRC (the ‘‘ Drug Administration Law ’’) (《中華 +人民共和國藥品管理法》), the dossier on a new drug research and development, including the +manufacturing method, quality specifications, results of pharmacological and toxicological tests and +the related data, information and the samples, sha ll, in accordance with the regulations of the drug +regulatory authority under the State Council be t ruthfully submitted to the said department for +approval before clinical drug trial is conducted. +The drug regulatory authority under the State Council shall decide whether to approve the +clinical trial application and notify the decision to the clinical trial applicant within sixty (60) +business days from the date of accepting the clin ical trial application. If the drug regulatory +authority under the State Council fails to do so , the clinical trial application shall be deemed +approval, and if the bioequivalence test is conducted, it shall be reported to the drug regulatory +authority under the State Council for filing. +Before conducting the clinical trial, the applican t shall file a series of detailed documents with +the NMPA. According to the Announcement on D rug Clinical Trial Information Platform ( 《關於藥 +物臨床試驗信息平台的公告》), which came into effect in September 2013, and the Standard for the +Management of Drug Clinical Trial Registrat ion and Information Disclosure (Trial) ( 《藥物臨床試驗 +登記與信息公示管理規範(試 +行)》), which came into effect in July 2020, all clinical trials approved by +the NMPA and conducted in the PRC shall complete th e clinical trial registration and information +disclosure on the Drug Clinical Trial Information Pl atform. The applicant must complete the initial +registration of the trial within one month after obtai ning the approval of the clinical trial to obtain +the unique registration number of the trial; and complete the subsequent data registration before the +first subject is enrolled and submit it for initial disclosure. +After obtaining clinical trial approval, the app licant shall choose institutions qualified for +clinical trials of the drug to condu ct clinical trials. The Drug Clinical Trial Institutions is regulated +by the Administrative Regulations fo r Drug Clinical Trial Institutions ( 《藥物臨床試驗機構管理規 +定》), which came into effect in December 2019. +REGULATORY OVERVIEW +–1 0 0– + + +--- page 110 --- +Conduct Clinical Trial +In compliance with the Measures for the A dministration of Drug Registration ( 《藥品註冊管理 +辦法》), clinical trials are divided into Phase 1, Pha se 2, Phase 3, Phase 4 and bioequivalence trial: +A clinical drug trial to be carried out shall be examined and approved by the ethics committee. +Clinical trials shall be condu cted for the application of new drug registration and shall be +implemented in accordance with the Goo d Clinical Practice for Drug Trials ( 《藥物臨床試驗質量管理 +規範》), promulgated by the NMPA and NHC and came into effect on July 1, 2020. +The Good Clinical Practice for Drug Trials stipula tes the criteria for the entire procedure of the +clinical trial including pre-clin ical trial preparation and the nece ssary conditions, protection of +subjects’ rights and interests, trial protocols, d uties of researchers, duties of sponsors, duties of +monitors, trial record and report, d ata management and statistical a nalysis, administration of drug +products for trial, guarantee for quality, polycentric trials, with reference to the internationally +recognized principles. +According to the Announcement of the Natio nal Medical Products Administration on +Adjusting the Review and Approval Pr ocedures for Drug Clinical Trials ( 《國家藥品監督管理局關 +於調整藥物臨床試驗審評審批程序的公告》), if a new drug clinical trial has been approved to be +carried out, after the completion of Phase 1 and Pha se 2 clinical trials and before the implementation +of Phase 3 clinical trials, the applicant shall sub mit an application for a communication meeting to +the CDE to discuss with the CDE on key technical i ssues including the design of the phase 3 clinical +trial. The applicant can also apply for communicati on on key technical issues at different stages of +clinical research and development. +According to the Measures for the Administration of Drug Registration ( 《藥品註冊管理辦法 +》, +applicants could communicate with the CDE the key issues before applying for drug clinical trials, +through the clinical trials, befor e applying for marketing authoriza tion, or during other key stages. +According to the Administrative Measures for Co mmunication on the Research, Development and +Technical Evaluation of Drugs ( 《藥物研發與技術審評溝通交流管理辦法》), promulgated by the CDE +on December 10, 2020, during the research and development periods and in the registration +applications of drugs, the applicants may propose to conduct the communication session with the +CDE. The communication session can be classified in to three types. Type 1 meetings are convened to +address key safety issues in clinical trials of dr ugs and key technical issues in the research and +development of breakthrough therapeutic drugs. Type 2 meetings are held during the key research +and development periods of drugs, mainly includi ng meetings before the Investigational New Drug +application (the ‘‘IND’’), meetings upon the c ompletion of Phase 2 trials and before the +commencement of Phase 3 trials, meetings before submitting a marketing application for a new +drug, and meetings for risk evaluation and control. Type 3 meetings refer to meetings not classified +as Type 1 or Type 2. +New Drug Application +Pursuant to the Measures for the Admin istration of Drug Registration ( 《藥品註冊管理辦法》), +after completing the pharmaceutical research, pharm acological and toxicological research, clinical +drug trial, and other researches supporting the marketing registration of a drug, the applicant shall +file an application for drug marketing authorizat ion. Where a generic drug, in vitro diagnostic +reagent managed as a drug, and other eligible circumstance assessed by an applicant to be +unnecessary or impossible for conducting clinical drug trial and meeting the conditions for +exempting clinical drug trial, the applicant may di rectly file an application for drug marketing +authorization. +The CDE shall organize pharmaceutical, medica l and other technical personnel to evaluate the +accepted applications for drug marketing author ization as required. Where the comprehensive +evaluation conclusion is adopted, the drug shall be approved for marketing, and a drug registration +REGULATORY OVERVIEW +–1 0 1– + + +--- page 111 --- +certificate shall be issued. If the comprehensive evaluation conclus ion is not adopted, a disapproval +decision shall be made. A drug registration certi ficate shall specify the drug approval number, +holder, manufacturer and other information. +Drug registration inspection means the inspection activities carried out for the development +sites and production sites for verifying the authen ticity and consistency of the application materials +and the commercial production conditions for marketing of drugs, and examining the compliance of +drug development, and data reliability, among oth ers, and the extended examination activities +carried out for manufacturers, supp liers, or other entrusted institut ions of chemical API, auxiliary +materials, and packaging materials and containe rs in direct contact with drugs involved in the +application for drug registration, if necessary. +The CDE shall decide whether to carry out on-site inspection of drug registration development +based on risks, according to the degree of drug innovation and the previous acceptance of inspection +by drug research institutions. +The CDE shall decide whether to initiate production site inspection for drug registration based +on risks according to the factors such as variety, process, facility, and previous acceptance of +inspection for which an application is filed for re gistration. For innovative drugs, new modified +drugs and biological products, production site inspection for drug registration and pre-marketing +examination for management standards for drug pr oduction quality shall be conducted. For generic +drugs, production site inspection for drug registration and pre-marketing examination for +management standards for drug production quality shall be conducted based on the risks, +according to whether a drug production license for the corresponding production scope has been +obtained and whether a variety of th e same dosage form has been marketed. +After an application for drug registration is accepted, the CDE shall conduct preliminary +examination within forty (40) wo rking days of acceptance, noti fy the Centre for Food and Drug +Inspection of the NMPA (the ‘‘ CFDI ’’) of organizing inspection and provide the relevant materials +required for inspection, where production site inspection for drug registration is required, and +concurrently notify the applicant and the medic al products administrative department of the +province, autonomous region, or municipality in the place where the applicant or production +enterprise is located. In principle, the CFDI shall complete the inspection w ork forty (40) working +days prior to the expiry of the time limit for inspect ion, and report the inspection information, +inspection results and other relevant materials to CDE. +Drug registration examination shall include st andard review and sample examination. Standard +review means the laboratory assessment of the scien tificity of the items set in the standards for the +drug for which the applicant applies, the feasibility of the test method s, and the rationality of quality +control indicators, among others. Sample examination means the lab oratory examination carried out +for samples according to the application of the ap plicant or the drug quality standards verified by +the CDE. +The review period for an application for drug ma rketing authorisation shall be two hundred +(200) working days. Within this period, the review period for the procedures for prioritized review +and approval shall be one hundre d thirty (130) working days, and the review period for the +procedures for prioritized review and approval for clinically and urgently needed overseas-marketed +drug for a rare disease shall be seventy (70) working days. +The following duration shall be excluded from t he relevant work period: (i) time taken for the +applicant to provide supplementary materials, t o make correction upon examination as well as to +verify manufacturing process, quality standards an d literature in accordance with the requirements; +(ii) delay in examination or inspection due to re ason of the applicant, time taken for organizing +expert advisory meetings; (iii) the suspended du ration in the event of su spension of review and +approval procedures pursuant to the provisions of laws and regulations; and (iv) time taken for +overseas examination where such overseas examination is activated. +REGULATORY OVERVIEW +–1 0 2– + + +--- page 112 --- +Reform of Evaluation and Approval System for Drugs +In August 2015, the State Council promulgated the Opinions on the Reform of Evaluation and +Approval System for Drugs and Medical Devices and Equipment ( 《關於改革藥品醫療器械審評審批 +制度的意見》) (the ‘‘Reform Opinions ’’), which provides a framework for reforming the evaluation +and approval system for drugs and indicates e nhancing the standard of approval for drug +registration and accelerating the evaluation and approval process for innovative drugs. +In November 2015, the CFDA promulgated the A nnouncement on Certain Policies for Drug +Registration, Evaluation and Approval ( 《關於藥品註冊審評審批若干政策的公告》) (the ‘‘ Certain +Policies Announcement ’’), which further clarified the meas ures and policies on simplifying and +accelerating the approval process on the basis of the Reform Opinions. +Pursuant to the Decision on Adjusting the Appr oval Procedures of Cert ain Administrative +Approval Items for Drugs ( 《關於調整部分藥品行政審批事項審批程序的決定》) promulgated by the +CFDA in March 2017 and came into effect in May 2017, the clinical trial approval decisions on +drugs (including domestically produced and imported drugs) can be directly made by the CDE in the +name of the CFDA, decisions on approval of drug supplementary applications (including +domestically produced and imported drugs) and decisions on approval of re-registration of +imported drugs. +The Evaluation and Approval Procedures for Breakthrough Therapeutic Drugs (Trial) ( 《突破 +性治療藥物 +審評工作程序(試行)》), the Evaluation and Approval Procedures for Conditionally +Approved Drugs (Trial) ( 《藥品附條件批准上市申請審評審批工作程序(試行)》) and The Preferential +Evaluation and Approval Procedures for Drug Marketing Authorisation (Trial) ( 《藥品上市許可優先 +審評審批工作程序(試行)》) promulgated by the NMPA in July 2020 and came into effect in July +2020, replaced the Opinions on Implementing Priority Review and Approval to Encourage Drug +Innovation (《關於鼓勵藥品創新實行優先審評審批的意見》) promulgated by the CFDA in December +2017 and came into effect in December 2017, and further clarified the accelerated registration +procedures for drugs. +Administrative Protection and Monitoring Periods for New Drugs +According to the Implementing Rule s for PRC Drug Administration Law ( 《中華人民共和國藥 +品管理法 +實施條例》) issued on March 2, 2019 and the Reform Plan for Registration Category of +Chemical Drugs ( 《化學藥品註冊分類改革工作方案》) issued on March 4, 2016, the NMPA may, for +the purpose of protecting public health, provide for an administrative monitoring period of five +years for new Category 1 drugs approved to be manufactured, commencing from the date of +approval, to continually monitor the safety of those new drugs. +National Drug Standards System +According to the Drug Administration Law ( 《藥品管理法》), drugs shall comply with national +drug standards. The Pharmacopoeia of the People’s Republic of China ( 《中華人民共和國藥典》) +(‘‘Pharmacopoeia ’’) and drug standards promulgated by the drug regulatory authorities of the State +Council are national drug standards. +The drug regulatory authorities of the State C ouncil, in conjunction with the administrative +department for health under the State Council., es tablishes the Pharmacopoeia Commission, which +is responsible for formulating and revising national drug standards. The drug inspection institutions +established or designated by the drug regulatory au thorities of the State Council are responsible for +calibrating national drug standard substances and reference substances. +The Pharmacopoeia (2020 Edition) ( 《藥典(2020 版)》) issued by NMPA and the NHC on June +24, 2020 and implemented on December 30, 2020, sti pulates the statutory technical standards that +relevant entities involved in drug research and deve lopment, production (import), operation, use and +supervision and management shall follow. Three volumes of the Pharmacopoeia (2020 Edition) +REGULATORY OVERVIEW +–1 0 3– + + +--- page 113 --- +contains biological products and related general technical requirements. Among them, the General +Principles for Human Equine Immune Serum Products ( 《人用馬免疫血清製品總論》) specifies the +general technical requirements fo r human equine immune serum products. +Marketing Authorisation Holder System +Pursuant to the Drug Administration Law ( 《藥品管理法》) and the Administrative Measures for +Drug Registration ( 《藥品註冊管理辦法》), the State implements the drug marketing authorisation +holder system for drug management. After obtaini ng a drug registration certificate, an applicant +shall become the drug marketing authorization holder. During the validity period, a holder of a drug +registration certificate shall continue to ensure the s afety, effectiveness and quality controllability of +the marketed drug, and apply for re-registration of the drug six months prior to the expiry of the +validity period. +China’s National Reimbursement Drug List +Participants in the National Health Insurance Scheme and their employers (if any) have to pay +a monthly premium. Participants may reimbursed f or all or part of the cost of medicines included in +the medical insurance catalogue. The Nation al Reimbursement Drug List for Basic Medical +Insurance, Work Injury Insura nce and Maternity Insurance ( 《國家基本醫療保險、工傷保險和生育 +保險藥品目錄》) sets out the standards for payment of medicines by the basic medical insurance, +work injury insurance and maternity insuran ce funds. The National Healthcare Security +Administration and other governmental departments have the authority to determine the drugs to +be included in the NRDL. Drugs listed in the NRDL are divided into Class A and Class B. Class A +drugs are those that are widely used in clinical treatment, have favourable efficacy, and are relatively +low in price among counterparts, while Class B drug s are those that can be selectively used in clinical +treatment, have favourable efficacy, and are s l i g h t l yh i g h e ri np r i c et h a nC l a s sAd r u g sa m o n g +counterparts. +The National Healthcare Security Administrat ion and the Ministry of Human Resources and +Social Security of the PRC released the lates t NRDL on December 5, 2025, which expands the +coverage of drugs to a total of 3,253. Inclusion in the NRDL will generally result in increased sales +volume and lower drug prices (which are determi ned on specific circumstances and subject to +negotiations based on factors such as the initial price of the drug). +On July 30, 2020, the National Healthcare Secu rity Administration issued the Provisional +Measures for the Administration of Med icines for Basic Medical Insurance ( +《基本醫療保險用藥管理 +暫行辦法》)( ‘ ‘Measures for the Administration of the NRDL ’’), which came into effect on September +1, 2020. According to the Measures for the Admin istration of the NRDL, a dynamic adjustment +mechanism shall be establishe d for the NRDL, which shall be adjusted annually in principle. +National Essential Drug List (2018 Edition) +The Essential Drug are those adapted to the bas ic medical and health needs, and are featured +by appropriate dosage and form as well as reas onable price and supply and availability are +guaranteed to the public. It is also the basis for medi cal institutions at all levels to prepare and use +drugs. The national essential medicine system is the foundation of the drug supply guarantee system +and an important component of basic public servi ces in the healthcare sector. The National Health +Commission and the National Administration of T raditional Chinese Medicine issued a notice on +September 30, 2018, regarding the publication of t he National Essential Drug List (2018 Edition) +(《國家基本藥物目錄(2018 年版)) and came into effect on November 1, 2018). +Emergency (Critical) Drug Procurement and Supply System +The Notice on the Emergency (Critical) Drug Procurement and Supply issued by the Office of +the National Health and Family Planning Commi ssion and Family Planning Commission and the +General Office of the State Administrat ion of Traditional Chinese Medicine ( 《國家衛生計生委辦公 +REGULATORY OVERVIEW +–1 0 4– + + +--- page 114 --- +廳、國家中醫藥管理局辦公室關於做好急(搶)救藥品採購供應工作的通知》) on January 6, 2015, +stipulates the scope of emergency (critical) drugs, the online procurement of emergency (critical) +drugs, and the supply guarantee mechan ism for emergency (critical) drugs. +Gathering, Collection and Filing of Human Genetic Resources +On October 17, 2020, SCNPC promulgated Biosecu rity Law of the People’s Republic of China +(《中華人民共和國生物安全法》), which was lastly revised and came into effect on April 26, 2024. This +Biosecurity Law ( 《生物安全法》) establishes a comprehensive legislative framework for the +pre-existing regulations in such areas as epidemic control of infectious diseases for humans, +animals and plants; research, development, and application of biology technology; biosecurity +management of pathogenic microbe laboratories; security management of human genetic resources +and biological resources; countermeasures for mic robial resistance; and prevention of bioterrorism +and defending threats of biological weapons. +Good Clinical Practice Certification and Comp liance with the Good Clinical Practice (GCP) +To improve the quality of clinical trials, the NMPA and NHC promulgated the Good Clinical +Practice for Drug Trials ( 《藥物臨床試驗質量管理規範》) in April 2020 and came into effect on July 1, +2020, which aims to ensure that the clinical trials of drugs are standardized and the results are +scientific and reliable, protecting the rights and safety of subjects. +LAWS AND REGULATIONS IN RELATION TO DRUG MANUFACTURING ENTERPRISES +Drug Manufacturing Permit +Pursuant to the Drug Administration Law ( 《藥品 +管理法》) promulgated by the SCNPC in +September 1984 and lastly revised in August 2019 and came into effect in December 2019, the State +adopts an industry entry permit system for drug manufacturers. Engaging in drug manufacturing +activities shall be approved and obtained a Drug Manufacturing License ( 《藥品生產許可證》)b yt h e +drug regulatory authority of the people’s government at provincial, autonomous regional or +municipalities direct under the central governme nt level. The Drug Manufacturing License shall +indicate the validity period and the scope of production, and shall be reviewed for renewing upon +expiration. +Good Manufacturing Practices +Pursuant to the Announcement on the Relevant Issues Concerning the Implementation of the +Drug Administration Law of the PRC ( 《關於貫徹實施〈中華人民共和國藥品管理法〉有關事項的公 +告》), promulgated by the NMPA on November 29, 2019, and the Drug Administration Law, the +GMP and Good Supply Practice (GSP) certifications have been cancelled. When engaging in drug +manufacturing activities, a m anufacturer shall comply with t h eG M Pa n de s t a b l i s has o u n dG M P +management system, to ensure that the entire pro cess of drug manufacturing maintain to meet the +statutory requirements, and meet the GMP requirem ents enacted by the drug regulatory authority +under the State Council in accordance with the law. The Good Manufacturing Practices ( 《藥品生產 +質量管理規範》), which came into effect on March 1, 2011, stipulates the quality management of drug +manufacturer in a systematical manner. +OTHER LAWS AND REGULATIONS IN RELATION TO MEDICAL INDUSTRY +Basic Medical Insurance Policy +Pursuant to the Opinions of the State Counci l on the Integration of the Basic Medical +Insurance System for Urban and Rural Residents ( 《國務院關於整合城鄉居民基本醫療保險制度的 +意 +見》) promulgated by the State Council on January 3, 2016, a unified basic medical insurance system +for urban and rural residents was established, incl uding the existing urban resident basic medical +insurance certificate and all the insured perso nnel of New Rural Cooperative Medical System, +covering all urban and rural residents except tho se who should be covered by the employee’s basic +medical insurance. +REGULATORY OVERVIEW +–1 0 5– + + +--- page 115 --- +Medical Insurance Catalogue +Pursuant to the Tentative Measu res for the Administration of the Scope of Medical Insurance +Coverage for Pharmaceutical P roducts for Urban Employee ( 《城鎮職工基本醫療保險用藥範圍管理 +暫行辦法》), the scope of medical insurance coverage for pharmaceutical products needs to be +managed through the formulation of the Medical Insurance Catalogue. The currently effective +Medical Insurance Catalogue ( 《醫療保險目錄》) is the National Drug Catalogue for Basic Medical +Insurance, Work-Related Injury Insu rance and Maternity Insurance (2025) ( 《國家基本醫療保險、工 +傷保險和生育保險藥品目錄(2025 年)》), which came into effect on January 1, 2026. +Drug Price +Pursuant to the Drug Administration Law, for dr ug products with market-regulated prices in +accordance with the law, the drug marketing authorization holder, the drug manufacturer, the drug +distributor and medical institution shall determine the price pursuant to the principles of fairness, +reasonableness, integrity and trustworthiness as well as quality for value in order to supply drug +users with reasonably priced drug products; and shall comply with the requirements relating to drug +price administration promulgated by the State Council’s pricing authorities, determine and clearly +mark the retail prices of drug products. Pursuant to the Notice on Issuing Opinions on Promoting +Drug Price Reform ( 《關於印發〈推進藥品價格改革意見〉的通知》) jointly promulgated by NDRC, +NHC, the Ministry of Human Resources and Social Security, Ministry of Industry and Information +Technology (the ‘‘ MIIT ’’), the Ministry of Finance, the M OFCOM and the CFDA on May 4, 2015, +w h i c hc a m ei n t oe f f e c to nJ u n e1 ,2 0 1 5 .F r o mJ u n e1 ,2015, except for narcotic drugs and first-class +psychotropic drugs, the price of drugs set by the government will be cancelled. +Drug Purchases by Hospitals +According to the Guidance Opinion of the General Office of the State Council on the +Improvement of the Drug Centralized Pr ocurement Work of Public Hospitals ( 《國務院辦公廳關於完 +善公立醫院藥品集中採購工作的指導意見》) promulgated and came into effect on February 9, 2015, +the drug centralized procurement work of p ublic hospitals will be improved through the +classification purchase of drugs. All drugs used by public hospitals (with the exception of +traditional Chinese medicine decoction pieces) should be procured through a provincial centralized +drugs procurement platform. The provincial procurement agency should work out a summary of the +procurement plans and budget submitted by hospi tals and compile reasonably a drug procurement +catalog of the hospitals with its own administratio n region, listing by classification the drugs to be +procured through bids, negotiations, and direct purchases by hospitals or to be manufactured by +appointed manufacturers. +Volumetric Procurement +On 22 January, 2021, the general office of the State Council promulgated the Opinions on +Promoting Normalized and Institutionalized Development of Centralized and Volumetric +Pharmaceutical Procurement ( 《關於推動藥品集中帶量採購工作常態化制度化開展的意見》), +pointing out that various measures will be imp lemented to promote the normalization and +institutionalization of centraliz ed and volumetric drugs procurement. All public medical institutions +shall participate in the centralized and volumetri c drugs procurement. The procurement catalogs in +the future will include those drugs with high marke t demands or significant procurement volumes +into the National Reimbursement Drug List, which is expected to cover, as far as possible, all types +of clinically essential drugs with reliabl e quality that have been marketed in China. +On November 18, 2024, the NHSA and the NHC issued and implemented the Notice on +Improving the Mechanism for Centralized a nd Volumetric Drug Procurement and its +Implementation ( 《關 +於完善醫藥集中帶量採購和執行工作機制的通知》). In order to guide medical +institutions and pharmaceutical enterprises in compliance with and supporting the mechanism for +centralized and volumetric drug procurement, the fo llowing measures were proposed: (i) ensuring the +REGULATORY OVERVIEW +–1 0 6– + + +--- page 116 --- +admission of selected drugs and medical consumabl es into hospitals; (ii) enhancing the management +and utilization of selected drugs and medical consum ables; (iii) implementing the retention policy for +centralized procurement; (iv) exploring coord inated price linkage for medical services. +The Joint Procurement Office promulgated the following documents: the Documents on +National Drug Centralized Procurement (GY-YD2022–1) ( 《全國藥品集中採購文 +件(GY-YD2022–1) 》) on June 20, 2022, the Documents on National Drug Centralized +Procurement (GY-YD2023–1) ( 《全國藥品集中採購文件(GY-YD2023–1) 》) on March 2, 2023, the +Documents on National Drug Centra lized Procurement (GY-YD2023–2) ( 《全國藥品集中採購文 +件(GY-YD2023–2) 》) on October 13, 2023, the Documents on National Drug Centralized +Procurement (GY-YD2024–1) ( 《全國藥品集中採購文件(GY-YD2024–1) 》) on March 29, 2024, and +the Documents on National Drug Centra lized Procurement (GY-YD2024–2) ( 《全國藥品集中採購文 +件(GY-YD2024–2) 》) on November 22, 2024, in order to conduct the sixth (insulin project), seventh, +eighth, ninth, and tenth batch of centralized drugs procurement work. +Drug Circulation and Two-Invoice System +According to the Implementing Opinions on Promoting the ‘‘Two-Invoice System’’ for Drug +Procurement By Public Medical Institutions (For Trial Implementation) ( 《關於在公立醫療機構藥品 +採購中推行「兩票制」的實施意見(試行)》) which was issued on December 26, 2016, the ‘‘Two-Invoice +System’’ is a system under which invoices are issue d by drug manufacturers to drug distributors on a +once-off basis while invoices are issued by drug distributors to medical institutions on a once-off +basis. Wholly-owned or holding commerce companies (there shall be only one commerce company +throughout the country) and domestic general a gents of overseas drugs (there shall be only one +domestic general agent throughout the country) that are established by drug manufacturers or group +enterprises integrating sc ientific research, manufacture, and tr ade to sell the drugs of these enterprise +(groups) can be regarded as manuf acturers. Within an enterprise that is a drug circulation group, the +allocation of drugs between the group and who lly-owned (holding) subsidiaries or between +wholly-owned (holding) subsidiaries should not be regarded as invoicing, but invoicing is allowed +once at most. To address special circumstances su ch as natural disasters, m ajor epidemics, major +emergencies, and emergency and rescue of patients, emergency procurement of drugs or the +deployment of national medical reserve drugs may be handled through exceptional procedures. For +primary healthcare institutions in extremely rem ote towns and villages with limited transportation +access, pharmaceutical distribution enterprises a re permitted to issue one additional drug purchase +and sales invoice beyond the ‘‘Two-Invoice Syst em’’ to ensure effective medicine supply at the +grassroots level. +According to the Several Opinions of the General Office of the State Council on Further +Reform and Improvement in Policies of Drug Production, Circulation and Use ( 《國務院辦公廳關於 +進一步改革完善藥品生產流通使用政策的若干意見》), which was issued on January 24, 2017, on a +priority basis, the ‘‘Two-Invoice System’’ woul d be promoted in pilot provinces for comprehensive +healthcare and pharmaceutical reform (autonomo us regions and municipalities directly under the +Central Government) and pilot c ities for public hospital reform, with the goal of having it +implemented nationwide by 2018. Pharmaceutical e nterprises must comply with the ‘‘Two-Invoice +System’’ in order to engage in procure ment processes with public hospitals. +Advertisements of Drug +Pursuant to the Interim Adminis trative Measures for the Revie w of Advertisements for Drugs, +Medical Devices, Health Food and Formula Food for Special Medical Purposes ( 《藥品、醫療器械、 +保健 +食品、特殊醫學用途配方食品廣告審查管理暫行辦法》), advertisements for drugs, medical +devices, health food and formula food for special medical purposes shall be true and legitimate, +and shall not contain any fal se or misleading contents. +REGULATORY OVERVIEW +–1 0 7– + + +--- page 117 --- +Insert Sheet, Labels and Packaging of Drug +Pursuant to the Measures for the Administrat ion of the Insert Sheets and Labels of Drugs ( 《藥 +品說明書和標籤管理規定》), the insert sheets and labels of drugs should be reviewed and approved by +the SFDA. Pharmaceutical packaging must comply with the national and professional standards. +LAWS AND REGULATIONS IN RELATION TO VETERINARY DRUGS +Regulation on Administering of Veterinary Drugs (2020 Revision) +The Regulation on Administering of Veterinary Drugs is the core regulation on the +administration of veterinary drugs, which covers the production, operation, use and supervision +and management regarding all veterinary drugs such as veterinary biologicals, chemical drugs, and +others. It categorizes veterinary drugs into biologic als, chemical drugs and Chinese veterinary drugs, +and implements classified management for vario us types of veterinary drugs, stipulating the +acquisition of Veterinary Drug Production Permit s required for veterinary drug manufacturing +enterprises and Veterinary Drug Business Permits req uired for veterinary drug operating enterprises. +The Regulation stipulates that a veterinary dr ug enterprise must obtain a Veterinary Drug +Registration Certificate and a product approval number to produce veterinary drug products, the +production and operation related to veterinary biologicals shall comply with GMP and GSP +standards, with mandatory immunization prod ucts to be uniformly allocated by the country. +Enterprises are required to establish a veterinary drug storage mechanism by adopting measures such +as refrigeration, pest control, and are required to inspect and record all entries and exits from stock. +The Ministry of Agriculture and Rural Affairs is r esponsible for nationwide supervision while its +local authorities are responsible for regional enforcement. Enterprises in violation of the law will +face withdrawal of permits, imposit ion of fines and other penalties. +Measures for the Administration of the Operation of Veterinary Biologics (Revised in 2021) +The Measures clarify the definition of veterinar y biologics, which cover preventive products +such as vaccines and diagnostic reagents. Operating enterprises are required to obtain a Veterinary +Drug Operation License issued by the Ministry o f Agriculture and Rural Affairs and establish a +cold-chain storage and transportation system to ensure product quality. Biologics for compulsory +immunization are subject to a specialized oper ation system, with only units designated by +governments at the provincial level or above being permitted to operate. Enterprises must +maintain purchase and sales records (including bat ch numbers, expiry dates, and manufacturers) for +a minimum period of two years and regularly under go supervision and inspections by veterinary +authorities at the county level or above. +Measures for the Administration of Veterinary Drug Labels and Instructions (Revised by Ministry of +Agriculture Order No. 8, 2017, on November 30, 2017) +According to the Measures for the Administration of Veterinary Drug Labels and Instructions +(《獸藥標籤和說明書管理辦法》), the labels of biologics must indica te the veterinary use symbol, main +ingredients, target animals for vaccination, expir y date, and storage conditions. The instructions +must include information on dosage and administrat ion, precautions, and guidelines for the disposal +of waste. The outer packaging must also specify the withdrawal period and the quantity of the +packaging to ensure safe use. +Good Manufacturing Practice for Veterinary Drugs (Revised in 2020) (GMP for Veterinary Drug) +The Good Manufacturing Practice for Veterinary Drugs ( 《獸藥生產質量管理規範》 +)i s +formulated in accordance with the Regulations on the Administration of Veterinary Drugs ( 《獸藥 +管理條例》). It is a comprehensive quality management sy stem applicable to the quality control of the +entire production process of veterinary drugs to ensure product quality. The practice was issued on +April 21, 2020 and came into effect on June 1, 2020. It serves as the basic requirements for the +management and quality control of veterinary drug production, aiming to ensure the continuous and +stable production of veterinary drugs that meet regis tration requirements. The practice also requires +that enterprises establish quality objectives in line with veterinary drug quality management +REGULATORY OVERVIEW +–1 0 8– + + +--- page 118 --- +requirements and systematically incorporate all requirements re lated to the safety, efficacy, and +quality control of veterinary drugs into the entire process of production, control, product release, +storage, and sales to ensure that the produced vete rinary drugs meet registration requirements. +Good Supply Practice for Veterinary Drugs (Revised by Ministry of Agriculture Order No. 8, 2017, on +November 30, 2017) +The Good Supply Practice for Veterinary Drugs ( 《獸藥經營質量管理規範》)i sd e s i g n e dt o +enhance the quality management of veterinary drug operations and to ensure the quality of +veterinary drugs. This regulation provides a s cientific framework for quality management for +veterinary drug operating enterprises, thereby prompting fundamental changes in their business +philosophy and organizational structure. +Measures for the Registration of Veterinary Drugs +The Measures for the Registration of Veterinar y Drugs are formulated in accordance with the +Regulations on the Administration of Veterinary Drugs ( 《獸藥管理條例》) to ensure the safety, +efficacy, and controllable quality of veterinar y drugs and to standardize the registration of +veterinary drugs. These m easures apply to the entire process of registering new veterinary drugs and +imported veterinary drugs within the territory of the People’s Republic of China. The Veterinary +Drug Evaluation Committee of the Ministry of Agri culture and Rural Affairs is responsible for the +review of registration documents for new and impor ted veterinary drugs. The China Veterinary Drug +and Feed Inspection Institute and other veterina ry drug inspection institutions designated by the +Ministry of Agriculture and Rural Affairs are resp onsible for the re-inspection work related to +veterinary drug registration. +Veterinary Drug Standards System +In accordance with the Regulations on Administr ation of Veterinary Drug, veterinary drugs +shall comply with the national veterinary drug standards. +The Veterinary Pharmacopoeia of the People’s Republic of China ( 《中華人民共和國獸藥典》) +(the ‘‘ Veterinary Pharmacopoeia ’’) formulated by the National Veterinary Pharmacopoeia +Committee and issued by the veterinary administr ative department of the State Council, as well as +other veterinary drug quality standards promulgated by the veterinary administrative department of +the State Council, shall be the national veterinary drug standards. +The calibration of standard substances and refer ence substances for national veterinary drug +standards shall be undertaken by the veterinary drug inspection institutions established by the +veterinary administrative department of the State Council. +The Veterinary Pharmacopoeia (2020 Editio n) promulgated and implemented by the MOA on +November 19, 2020, stipulates the statutory technical standards to be followed in the research and +development, production (import), operation, use, and supervision and management of veterinary +drugs. +Inspection and Acceptance System of Good Manufacturing Practice (GMP) for Veterinary Drug +Production +The Measures for the Inspection and Acceptance of the Good Manufacturing Practice (GMP) +for Veterinary Drug Production ( 《獸藥生產質量管理規範檢 +查驗收辦法》) ,w h i c hc a m ei n t oe f f e c to n +May 25, 2015, stipulates that the veterinary administrative departments of the people’s governments +at the provincial level shall be responsible for the acceptance and review of t he application materials +for the inspection and acceptance of GMP for veterina ry drugs within their respective administrative +regions, organization of on-site inspection and acceptance, training and management of +provincial-level inspectors for GMP for veteri nary drugs, as well as the daily supervision and +management of the GMP implementation of vet erinary drug manufacturing enterprises. +REGULATORY OVERVIEW +–1 0 9– + + +--- page 119 --- +LAWS AND REGULATIONS IN RELATION TO INTELLECTUAL PROPERTY +Patents are mainly protected by the Patent Law of the PRC ( 《中華人民共和國專利法》), the +Implementation Rules of the Patent Law of the PRC ( 《中華人民共和國專利法實施細則》). Patents +types include three categories: invention, ut ility model and design. The validity period of an +‘‘invention’’ patent is twenty (20) years, the term o f a ‘‘utility model’’ patent is ten (10) years and the +term of a ‘‘design’’ patent is fifteen (15) year s, all commencing from the date of application. +Trademarks are mainly protected by the Trademark Law of the PRC ( 《中華人民共和國商標 +法》), the Implementation Rules of the Trademark Law of the PRC ( 《中華人民共和國商標法實施條 +例》). The validity period of registered trademarks shall be ten (10) years. +Domain names are regulated and managed under the Administrative Measures on the Internet +Domain Names ( 《互聯網域名管理辦法》). The MIIT is the primary regula tory authority responsible +for the management of internet do main names in the PRC. Domain names registrations are handled +through domain name service agencies established in accordance with the relevant regulations, and +applicants become domain name hold ers upon successful registration. +The Company Law ( 《公司法》) and Regulations +The Company Law ( 《公司 +法》) which was amended by the SCNPC on December 29, 2023 and +effective from July 1, 2024, provides for the establishment, corporate structure and corporate +management of companies, which also applie s to foreign-invested enterprises in PRC. +Regulations in Relation to Foreign Direct Investment +The Foreign Investment Law of the PRC ( 《中華人民共和國外商投資法》) (the ‘‘ Foreign +Investment Law ’’) is the basic law regulating foreign-in vested enterprises wholly or partially +invested by foreign investors. The PRC govern ment will implement the management system of +pre-entry national treatment and the Negative Li st for foreign investment, granting national +treatment to foreign investment outside the Negati ve List. The Group’s business activities do not fall +within any sector that is prohibited or restricted for foreign investment as stipulated under the +Negative List. +Regulations in Relation to the Security Review of Foreign Investment +On December 19, 2020, the NDRC and the MOFC OM jointly promulgated the Measures on +the Security Review of Foreign Investment ( 《外商投資安全審查辦法》), effective on January 18, +2021, setting forth provisions concerning the secu rity review mechanism on foreign investment, +including the types of investments subject to review, the scopes of review and procedures to review, +among others. +Regulations in Relation to Product Liability +The Product Quality Law of the PRC ( 《中華人民共和國產品質量法》), promulgated by the +SCNPC on February 22, 1993 and latest amended on December 29, 2018 (the ‘‘ Product Quality +Law’’), is the principal governing law relating to the supervision and administration of product +quality. According to the Product Quality Law, manufacturers shall be liable for the quality of +products produced by them and sellers shall take measures to ensure the quality of the products sold +by them. The PRC Civil Code ( 《中華人民共和國民法典》) and the Law of the PRC on the Protection +of the Rights and Interests of Consumers ( 《中華人民共和國消費 +者權益保護法》) also regulate the +liability for damages of producers and sellers. +Regulations in Relation to Production Safety +The Production Safety Law of the PRC ( 《中華人民共和國安全生產法》), is the basic law for +governing production safety. It provides that, any entity whose production safety conditions do not +meet the above requirements may not engage in produ ction and business operation activities. The +production and business operation entities shall educate and train employees regarding production +safety so as to ensure that the employees have th e necessary knowledge of production safety, are +familiar with the relevant regulati ons and rules for safe production and the rules for safe operation, +REGULATORY OVERVIEW +–1 1 0– + + +--- page 120 --- +master the skills of safe operation in their own pos itions, understand the em ergency measures, and +know their own rights and duties in terms of production safety. Employees who fail the education +and training programmes on produ ction safety may not commence working in their positions. Safety +facilities of new, rebuilt, or expanded projects (the ‘‘ construction project ’’) by production and +operation entities shall be designed, constructed and put into operation and use simultaneously with +the main body of the project. Investment in safet y facilities shall be included in the budget of the +construction project. +Regulations in Relation to Environmental Protection and Fire Prevention +According to the Environmenta l Protection Law of the PRC ( 《中華人民共和國環境保護法》), +the Environmental Impact Assessment Law of the PRC ( 《中華人民共和國環境影響評價法》), and the +Administrative Regulations on the Environm ental Protection of Con struction Project ( 《建設項目環 +境保護管理條例》), promulgated by the State Council on November 29, 1998 and latest amended on +July 16, 2017 and came into effect on October 1, 2017, enterprises which plan to construct projects +shall engage qualified profession als to provide the assessment reports, assessment form, or +registration form on the environmental impac t of such projects. The assessment reports, +assessment form, or registration form shal l be filed with or approved by the relevant +environmental protection bureau prior to th e commencement of any construction work. +Enterprises engaged in industrial, construct ion, catering, medical treatment, and other +activities that discharge sewage into urban d rainage facilities shall apply to the relevant +competent urban drainage department for colle cting the permit for discharging sewage into +drainage pipelines under relevant laws and regulations, including the Regulations on Urban +Drainage and Sewage Disposal ( 《城鎮排水與污水處理條例》), and the Measures for the +Administration of Permits for the Discharge of Urban Sewage into the Drainage Network ( 《城鎮 +污水排入排水管網許可管理辦法》). +According to the Measures for Pollutant Discharge Permitting Administration ( 《排污許可管理 +辦法》), enterprises, institutions and other producers and operators subject to pollutant discharge +permit management must apply for and obtain a pollutant discharge permit and discharge pollutants +in accordance with the provisions of the permit, and shall not discharge pollutants without a +pollutant discharge permit. Enterprises, institutions and other producers and operators subject to +pollutant discharge registration management shall r egister their pollution discharges on the National +Pollutants Emission Permits Administration Infor mation Platform. According to the Classification +Management List for Fixed Source Po llution Permits (2019 Edition) ( 《固定污染源排污許可分類管理 +名錄(2019 年版)》), our company is within the scope of classification management for fixed source +pollution permits and has obtained pollutant discharge permit. The subsidiaries of our Company, +Gaotai County Tianhong Biochemical Tech nology Development Co., Ltd. and Hainan +Pharmaceutical Research Institute Co., Ltd., fall under the scope of pollutant discharge +registration management and have completed the f ixed pollution source disc harge registration on +the National Pollutants Emission Permits A dministration Information Platform. +Pursuant to the Fire Prevention Law of the People’s Republic of China ( 《中華人民共和國消防 +法》), and the Interim Provisions on the Administr ation of Examination and Acceptance of Fire +Prevention Design of Construction Projects ( 《建設工程消防設計審查驗收管理暫行規定 +》)( ‘ ‘the +Interim Provisions ’’), design and construction of the fire control facilities for a construction +project shall comply with the national fire control technical standards, the fire prevention design +review and acceptance system for construction projects shall be implemented. +REGULATIONS IN RELATION TO PREVEN TION AND CONTROL OF OCCUPATIONAL +DISEASES +The Prevention and Control of Occupational Diseases Law of the PRC ( 《中華人民共和國職業 +病防治法》), (the ‘‘Prevention and Control of Occupational Diseases Law ’’), is the basic law for the +prevention and control of occupational diseases. According to the Prevention and Control of +Occupational Diseases Law, budget for facilities f or the prevention and control of occupational +diseases of a construction project shall be include d in the budget of the project and those facilities +REGULATORY OVERVIEW +–1 1 1– + + +--- page 121 --- +shall be designed, constructed and put into operation simultaneously with the main body of the +project. The entity that takes charge of the project should carry out the assessment of the +effectiveness of measures for the prevention and control of occupational diseases before the final +acceptance of the construction project. In addition, employers shall take required administrative +measures to prevent and control occupational diseases in work. +REGULATIONS IN RELATION TO EMPLOYMENT AND SOCIAL SECURITIES +Pursuant to the Labor Contract Law of the PRC ( 《中華人民共和國勞動合同法》), the Social +Security Law of the PRC ( 《中華人民共和國社會保險法》), the Administrative Regulations on +Housing Provident Funds ( 《住房公積金管理條例》), employers shall establish a comprehensive +management system to protect the rights of their employees; employers are required to make +contributions to social insurance schemes and housing provident funds for its employees. +The Interpretation (II) on Several Issues Con cerning the Application of Law in the Trial of +Labour Dispute Cases ( 《最高人民法院關於審理勞動爭議案件適用法律問題的解釋(二)》) (the +‘‘Interpretation II ’’), issued by the Supreme People’s Court of the People’s Republic of China on +July 31, 2025 and implemented on September 1, 2025, further clarifies that if an employer and an +employee agree, or an employee undertakes to the e mployer, that social in surance premiums do not +need to be paid, such agreement or undertakin g shall be invalid. That is, the agreement or +undertaking of not paying social insurance premiums shall not exempt the employer from the +obligation of paying social insurance premiums. If a n employee claims that the employer fails to pay +social insurance premiums for h im/her in accordance with the law and requests to terminate the +contract, he/she may also request the employer to pay economic compensation. As advised by the +PRC Legal Adviser, the Interpretation (II) does not introduce new obligations, but rather reaffirms +and clarifies the mandatory nature of employers’ re sponsibility to contribute to social insurance for +employees. It further specifies that any agreement or undertaking by which employees waive social +insurance contributions is invalid and does not relie ve the employer of such s tatutory obligation. As +the Interpretation (II) merely reiterates existing legal requirements, it is not expected to have any +material impact on the Group. +REGULATIONS IN RELATION TO INFORM ATION SECURITY AND DATA PRIVACY +Data Security and Cross-border Transfer +The SCNPC promulgated the Data Security Law of the People’s Republic of China ( 《中華人民 +共和國數據安全法》) establishing a data classification and grading protection system and +implementing classified and graded protection of d ata. Organizations engaged in data activities +shall, in accordance with laws and regulations, e stablish and improve a full-process data security +management system, organize and carry out data security education and training, and adopt +corresponding technical measures and other n ecessary measures to en sure data security. +According to the Measures on Security Asse ssment of Cross-Border Data Transfer ( 《數據出境 +安全評估辦法》), which was promulgated by the Cyberspace Administration of China on July 7, 2022 +and took effect on September 1, 2022, if the data processor provides data overseas, under any of the +following circumstances, it shall d eclare a security assessment for cross-border data transfer to the +national cyberspace administration through the local cyberspace administration at the provincial +level: (i) the data processor provides important data overseas; (ii) critical information infrastructure +operators and data processors processing the pe rsonal information of more than one million people +provide personal informa tion overseas; (iii) since January 1 o f the previous year, data processors +who have provided personal information of 100,000 people or sensitive personal information of +10,000 people abroad have provided personal inf ormation overseas; and (iv) other situations +required to declare a security assessment for cross- border data transfer as stipulated by the national +cyberspace administration. +Pursuant to the Measures for the Standard Contr act for Cross-border Transfer of Personal +Information (《個人信息出境標準合同辦法》), which was issued by the Cyberspace Administration of +China on February 22, 2023 and came into effect on June 1, 2023, a personal information processor +REGULATORY OVERVIEW +–1 1 2– + + +--- page 122 --- +transferring personal information abroad shall c onclude a standard contract if all the following +conditions are met: (i) the data processor who intend s to transfer personal information abroad is not +a critical information infrastructure operator; ( ii) the data processor processes personal information +of less than one million individuals; (iii) the data p rocessor has cumulatively transferred abroad the +personal information of less than 100,000 individu als since January 1 of the previous year; and (iv) +the data processor has cumulatively transferred a broad the sensitive personal information of less +than 10,000 individuals since January 1 of the previous year. +According to the Provisions on Promoting a nd Regulating Cross-border Data Flow ( 《促進和規 +範數據跨境流動規定》), data processors other than operators of critical information infrastructure +are exempt from declaring a security assessment f or cross-border data transfer, concluding a +standard contract for the cross-border transfer of personal information, and obtaining personal +information protection certification, provided t hat they have cumulatively provided non-sensitive +personal information of less than 100,000 individu als overseas since January 1 of the current year. +Personal Information Protection +Pursuant to the Civil Code and the Personal Information Protection Law of the PRC ( 《中華人 +民共和國個人信息保護法》), the personal information of a natural person shall be protected by the +law. Any organization or individual that need to ob tain personal information of others shall obtain +such information legally 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. +LAWS AND REGULATIONS IN RELATION TO ANTI-MONOPOLY +According to the Anti-monopoly Law of the People’s Republic of China (2022 Revision) ( 《中華 +人民共和國反壟斷法》(2022 修訂)) (the ‘‘ Anti-Monopoly Law ’’), which was promulgated by the +SCNPC on June 24, 2022 and took effect on August 1, 2022, prohibited monopolistic activities +include monopoly agreements, abuse of dominant market position and concentration of +undertakings that have or may have the effect of eliminating or restricting competition. +The Provisions on the Prohibitions of Monopoly Agreements ( 《禁止壟斷協議規定》), +promulgated by the SAMR on March 10, 2023, effective on April 15, 2023 and replacing the +Interim Provisions on Prohibition of Monopoly Agreements ( 《禁止壟斷協議暫行規定》), further +refine the antitrust enforcement and provisions on the review relating to monopoly agreements. The +Provisions on the Prohibitions of Abuse of Dominant Market Position ( 《禁止濫用市場支配地位行為 +規定》), promulgated by SAMR on March 10, 2023, effective on April 15, 2023 and replacing the +Interim Provisions on Prohibition of Abuse of Dominant Market Position ( 《禁止濫用市場支配地位 +行為暫行規定》), further detail the antitrust enforcemen t and provisions on the review relating to +abuse of dominant market position. The Provisions on the Review of Concentration of Undertakings +(《經營者集中審查規定》), promulgated by SAMR on March 10, 2023, effective on April 15, 2023 and +replacing the Interim Provisions on the Review of Concentration of Undertakings ( 《經營者集中審查 +暫行規定》), further govern the filing and review of conc entration of undertakings, as well as the +investigation of illegal implementations of such c oncentrations and other matters. The Rules of the +State Council on Declaration Threshold for Concentration of Undertakings ( 《國務院關於經營者集 +中申報標準的規定》), amended and effective on January 22, 2 024 by the State Council, further clarify +the declaration threshold for concentration of undertakings. +The Guideline on Anti-monopoly in the Pharmaceutical Sector ( 《關於藥品領域的反壟斷指南》) +(the ‘‘Pharmaceutical Anti-monopoly Guideline ’’), issued and effective on January 23, 2025 by the +Anti-monopoly and Anti-unfair Competition C ommission of the State Council, applies to all +undertakings in the pharmaceutical sector and thei r production and operation activities, including +pharmaceutical excipients, pharmaceutical packagi ng materials, pharmaceutical intermediates and +the pharmaceutical sector. It further refines and clarifies rules regarding monopoly agreements, +abuse of dominant market position and concentration of undertakings in the pharmaceutical sector. +REGULATORY OVERVIEW +–1 1 3– + + +--- page 123 --- +As advised by our PRC Legal Adviser, the Group’s business activities complied with relevant +anti-monopoly laws and regulations, and there were no prohibited monopoly agreements, abuse of +dominant market position and concentration of undertakings that have or may have the effect of +eliminating or restricting competition durin g the Track Record Period and up to the Latest +Practicable Date, based on the following: +(1) The Group confirms that it did not enter into any monopoly agreements as stipulated in +the Anti-Monopoly Law and the Pharmaceu tical Anti-monopoly Guideline with +competing drug operators, generic drug applic ants or counterparty to the transaction, +nor did it provide organizational or substantial assistance for other drug operators to +enter into monopoly agreements during the Track Record Period and up to the Latest +Practicable Date; +(2) Human tetanus antitoxin belongs to tetanu s passive immunity products. During the Track +Record Period, the Group’s market share in the tetanus passive immunity products +market was less than one-half, and it did not have the circumstances presumed to have +market dominance as stipulated in the Anti- Monopoly Law. The Group confirms that it +cannot control the sales market or raw materi al procurement market, and its financial and +technical conditions are insufficient to do minate the tetanus passive immunity products +market, and its suppliers, distributors a nd terminal patients do not form a serious +dependency on the Group. There are no significant barriers for other drug operators to +enter the tetanus passive immunity products ma rket. Therefore, in respect of the tetanus +passive immunity products market, the Gr oup does not have market dominance. In +addition, the Group confirms that it did not engage in any acts prohibited by the +Pharmaceutical Anti-monopoly Guideline regarding the abuse of dominant market +p o s i t i o nd u r i n gt h eT r a c kR e c o r dP e r i o da n du pt ot h eL a t e s tP r a c t i c a b l eD a t e . +(3) The Group confirms that it did not merge with other drug operators, acquire control over +other drug operators by way of acquiring equity or assets, acquire control over other drug +operators by way of contract, or be able to exert decisive influence on other operators, nor +did there exist any circumstances where inte llectual property transactions of tetanus +passive immunity products might constitute concentration of undertakings during the +Track Record Period and up to the Latest Practicable Date; +(4) The Group confirms that it did not receive any complaints, investigations or +administrative penalties regarding the conclusion of monopoly agreements, abuse of +dominant market position and failure to declare concentrations of undertakings that +should be declared during the Track Record Period and up to the Latest Practicable Date; +(5) According to the certificate issued by th e Jinggangshan Economic and Technological +Development Zone Branch of Jian Market Supervision Administration, during the Track +R e c o r dP e r i o da n du pt ot h eL a t e s tP r a c t icable Date, the Group did not have any +circumstances of concluding monopoly agreeme nts, abusing of dominant market position +and failing to declare concentration of under takings that should be declared, and did not +receive any major administrative penalti es for violating market supervision and +anti-monopoly laws and regulations, and the said bureau did not receive any reports or +complaints involving the Grou p’s monopolistic behavior. +LAWS AND REGULATIONS IN RELATION TO ANTI-BRIBERY +According to the Anti-Unfair Competition Law of the PRC ( 《中華人民共和國反不正當競爭 +法》), and the Interim Provisions on the Prohibition of Commercial Bribery ( 《關於禁止商業賄賂行為 +的暫行規定》), any business operator shall not provide or promise to provide economic benefits +(including cash, other property or by other means) to a counter-party in a transaction or a third +party that may be able to influence the transaction, in order to entice such party to secure a +transactional opportunity or a competitive advantages for the business operator. +REGULATORY OVERVIEW +–1 1 4– + + +--- page 124 --- +According to the Provisions on the Establishmen t of Adverse Records of Commercial Briberies +in the Medicine Purchase and Sales Industry ( 《關於建立醫藥購銷領域商業賄賂不良記錄的規定》), +pharmaceutical production and operation enterprises and their agents involved in criminal, +investigative or administrative procedures rel ated to commercial bribery will be included in the +adverse records of commercial bribery by the rele vant government departments. As a result, within +two years after the publication of the list of adverse records of commercial bribery: (i) public medical +institutions or medical and healthcare institut ions receiving fiscal funds within the relevant +provincial regions shall not purchase their products; and (ii) public medical institutions or healthcare +institutions receiving fiscal funds within other provincial regions shall deduct points from the +products of such enterprises in the centralized bidd ing procedures. If such enterprises or their agents +are included in the adverse records of commercial b ribery for the second time within five years, all +public medical institutions or healthcare instituti ons receiving fiscal funds across the country shall +not purchase their products within two years after the publication of the list of adverse records of +commercial bribery. +LAWS AND REGULATIONS RELATING TO TAXATION +Enterprise Income Tax +According to the EIT Law, enterprises and other in come-generating organizations (hereinafter +collectively referred to as ‘‘ an enterprise ’’ or ‘‘enterprises ’’) within the territory of the PRC are the +taxpayers of enterprise income tax and shall pa y enterprise income tax in accordance with the +provisions of the EIT Law. The Enterprise Income Tax rate is 25%. +According to the Administrative Measure s for Determination of High and New Tech +Enterprises ( 《高新技術企業認定管理辦法》), which was promulgated by the Ministry of Science +and Technology, the MOF and the SAT on April 14, 2008, amended on January 29, 2016 and became +effective on January 1, 2016, an enterprise recognized as a high and new technology enterprise may +apply for a preferential enterprise income tax rate of 15% pursuant to the relevant requirements of +the EIT Law. +VAT +Pursuant to the Notice of the Ministry of Finan ce and the State Taxation Administration on +Policies Concerning the Application of Low VAT R ates and Simplified Methods for Collecting VAT +on Certain Goods (Caishui [2009] No. 9), issued by the Ministry of Finance and the State Taxation +Administration on January 19, 2009 and effective as of January 1, 2009, general taxpayers were +allowed to elect to calculate and pay VAT at a simplified collection rate of 6% for the sale of +self-produced biological products made from micro organisms, microbial metabolites, animal toxins, +human or animal blood or tissues. +Pursuant to the Notice of the Ministry of Finan ce and the State Taxation Administration on +Policies Concerning the Merger of VAT Collect ion Rates (Caishui [2014] No. 57), issued by the +Ministry of Finance and the State Taxation Administration on June 13, 2014 and effective as of July +1, 2014, the aforementioned simplified collection rate was adjusted to 3%. +Pursuant to the Law of the People’s Republic of China on Value-Added Tax (Presidential +Decree No.41), issued by the Standing Committee o f the National People’s Congress on December +25, 2024 and effective as of January 1, 2026, taxpayers shall be subject to a value-added tax (‘‘ VAT’’) +rate of 13% for the sale of goods, processing, repair and maintenance services, tangible movable +property leasing services, and importation o f goods, unless otherwise specially specified. +Pursuant to the Announcement of the Ministry of Finance and the State Taxation +Administration on Matters Concerning the Conn ection of VAT Preferential Policies After the +Implementation of the Law on Value-Added Tax (Announcement No. 10 of 2026 by the Ministry of +Finance and the State Taxation Administration) , issued by the Ministry of Finance and the State +Taxation Administration on January 30, 2026 and e ffective as of January 1, 2026, only anti-cancer +drugs and orphan drugs are explicitly allowed t o elect to calculate and pay VAT at a simplified +collection rate of 3%, while general biological p roducts are not included in the scope of goods +REGULATORY OVERVIEW +–1 1 5– + + +--- page 125 --- +eligible for the simplified VAT collection met hod. Meanwhile, the relevant provisions on the +simplified VAT collection for bi ological products as stipulated in Caishui [2009] No. 9 were not +included in the list of VAT preferential policies tha t were continued after January 1, 2026.Therefore, +general biological products fall outside the scope of specific drugs eligible for the continued +application of the simplified VAT collection met hod. As of January 1, 2026, production enterprises +selling such biological products shall no longer app ly the simplified collection rate of 3% and shall +instead calculate and pay VAT at the rate of 13% in accordance with the provisions of the Law of +the People’s Republic of China on Value-Added Ta x under the general tax calculation method. +REGULATIONS IN RELATION TO OVERSEAS ISSUANCE AND LISTING OF SECURITIES +BY DOMESTIC ENTERPRISES +According to the Trial Administrative Measure s of Overseas Securities Offering and Listing by +Domestic Companies ( 《境內企業境外發行證券和上市管理試行辦法》, which was issued by the CSRC +on February 17, 2023 and took effect on March 31, 2023, for domestic enterprises that conduct +overseas issuance and listing of securities, the issuers shall file with the CSRC in accordance with the +Trial Administrative Measures of Overseas Securi ties Offering and Listing by Domestic Companies. +Where an issuer conducts its first overseas public offering or listing, it shall file with the CSRC +within three (3) working days after submitting th e application documents for issuance and listing +overseas. +According to the Provisions on Strengthening C onfidentiality and Arch ives Administration of +Overseas Securities Offering and Listing by Domestic Companies ( 《關於加強境內企業境外發行證券 +和上市相關保密和檔案管理工作的規定》), which was jointly issued by the CSRC and other +departments on February 24, 2023 and took e ffect on March 31, 2023, during the overseas +issuance and listing activities of domestic enterp rises, domestic enterpri ses, as well as securities +companies and securities service i nstitutions providing correspondi ng services, shall strictly comply +with the relevant laws and regulations of the PRC and the requirements of these provisions, enhance +their legal awareness of safeguarding state secrets a nd strengthening archives management, establish +and improve confidentiality and archives ma nagement systems, adopt necessary measures to +implement the responsibilities for confidentiality and archives management, and shall not disclose +state secrets or the work secrets of state organs, nor damage national and public interests. When a +domestic enterprise provides, publicly discloses to r elevant securities companies, securities service +institutions, overseas regulatory authorities and other entities and individuals, or may provide and +publicly disclose through its ov erseas listed entity and others do cuments and materials involving +state secrets or the work secrets of state organs, it shall report to the competent department with the +approval authority for approval in accordance with the law and file with the confidentiality +administrative department at the sa me level. When a domestic enterpris e provides, publicly discloses +to relevant securities companies, securities servic e institutions, overseas regulatory authorities and +other entities and individuals, or may provide and p ublicly disclose through its overseas listed entity +and others other documents and materials that w ill have an adverse impact on national security or +public interests if disclosed, it shall strictly perform the corresponding procedures in accordance with +relevant national regulations. +REGULATORY OVERVIEW +–1 1 6– + + +--- page 126 --- +OVERVIEW +We are the largest provider and exporter of Human TAT in China and a fully integrated +antiserum platform company. +The history of our Group can be tracked ba ck to 1969 when Jiangxi Branch of Shanghai +Institute of Biological Products ( 上海生物製品研究所江西分所) was established in Jiangxi. +Subsequently, in 1984, Jiangxi Branch of Shanghai Institute of Biological Products was succeeded +by Ji’an Medical and Health Equipment Repair Factory ( 吉安地區醫療衛生器材修配廠), which was +established by and under the supe rvision of Ji’an Health Bureau ( 吉安地區衛生局) to be principally +engaged in repair of medical devices, manufactu ring of medical equipment and processing of bed +linens for hospitals. On March 19, 1985, Ji’an Med ical and Health Equipment Repair Factory was +converted into an enterprise owned by the whole people ( 全民所有制企業) ,a n dw a sr e n a m e da sJ i ’ a n +Health Industrial Company ( 吉安地區健康實業公司). Ji’an Health Industrial Company later +changed its name to Institute of Bio logical Products of Ji’an, Jiangxi ( 江西省吉安地區生物製品 +所), Jiangxi Ji’an Institute of Biological Products ( 江西吉安生物製品所) and Jiangxi Institute of +Biological Products ( 江西生物製品研究所) in April 1987, August 1994 and September 1996, +respectively. On July 5, 2002, Jiangxi Institute of B iological Products was co nverted into a limited +liability company, ultimately controlled by Ms. Ji ng’s parents at the time of conversion. Further, on +December 22, 2017, Jiangxi Institute of Biological Products was converted into a joint stock limited +company, and renamed as Jiangxi Institute of Biological Products Inc. ( 江西生物製品研究所股份有 +限公司), which is our Company. +Ms. Jing, our executive Director and the cha irperson of our Board, has led the overall +operations and management of our Group since she joined our Group in May 2017. For more details +of the experience and qualifications of Ms. Jing, see ‘‘Directors and Senior Management’’ in this +prospectus. +BUSINESS DEVELOPMENT MILESTONES +The following table summarizes the key m ilestones in our business development: +Year Milestone +1997 Jiangxi Institute of Biological Products, to which the history of our Group +can be traced back, obtained the marketing approval for Human TAT in +China +2002 We were converted into a limited liability company under the name of +Jiangxi Institute of Biological Products ( 江西生物製品研究所) +2004 We passed the on-site inspection by the NMPA, and a GMP certificate was +issued +2005 We were recognized as a High and New Technology Enterprise ( 高新技術企 +業) +2007 We hosted the National Seminar on the Production Quality of Antitoxins +and Immune Serum ( 全國抗毒素及免疫血清生產質量研討會) +2012 We established a horse breeding base in Zhangye, Gansu, and established +our subsidiary, Gaotai County Tianhong Biochemical Technology +Development Co., Ltd. ( 高台縣天鴻生化科技開發有限 +責任公司) +2013 We established a production line for antitoxins and immune serum, which, as +advised by Frost & Sullivan, was of one o f the largest scale of operation in +the PRC, and a GMP certificate relating to the manufacturing of drugs was +issued +2015 We established a purification wo rkshop for immunized equine plasma +production in accordance with the GMP requirements in the PRC +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 1 7– + + +--- page 127 --- +Year Milestone +2017 We were converted into a joint sto ck limited company under the laws of the +PRC, and was renamed as Jiangxi Inst itute of Biological Products Inc. ( 江西 +生物製品研究所股份有限公司) +2018 We first obtained the marketing approvals for veterinary tetanus antitoxin +and PMSG injection in China +2019 We established our subsidiary, Jia ngsheng (Shenzhen) Biotechnology R&D +Center Co., Ltd. ( 江生(深圳)生物技術研發中心有限公司) +We first obtained the marketing approval for PMSG API in China +2020 We completed Series A Financing and Series B Financing, and raised +approximately RMB42.6 million +We acquired Chifeng Bo-en Pharmaceutical Co., Ltd. ( 赤峰博恩藥業有限公 +司) +We acquired Hainan Pharmaceutical Research Institute ( 海南省藥物研究所), +converted it into a limited liability company and renamed it as Hainan +Pharmaceutical Research Institute Co., Ltd. ( 海南藥物研究所有限責任公司) +2022 We completed Series B+ Financing, and raised RMB47.4 million +2025 We obtained the product approval from the NMPA for the new specification +of our tetanus antitoxin in vial packa ging of 1,500IU/bottle and 10,000IU/ +bottle +We obtained the NMPA approval for our p reservative-free vial packaging of +Human TAT in China in February, which was extended to a full period of +validity in August +We obtained the clinical approval for a gkistrodon halys antivenom in March +We obtained the clinical approval fo r agkistrodon acutus antivenom in +December +2026 We obtained the PMSG re-registration approval in March +OUR PRINCIPAL SUBSIDIARIES +As of the Latest Practicable Date, we had the following three subsidiaries which made a +material contribution to our results of operation during the Track Record Period or are regarded of +strategic importance to us: +Subsidiaries +Date and place of +incorporation +Registered +capital +Principal business +activities +Gaotai County Tianhong +Biochemical Technology +Development Co., Ltd. +(高台縣天鴻生化科技開 +發有限責任公司) +January 9, 2012; +PRC +RMB50 million Manufacturing and sales +of horse plasma and +related products +Chifeng Bo-en +P h a r m a c e u t i c a lC o . ,L t d . +(赤峰博恩藥業 +有限公司) +May 19, 2004; +PRC +RMB35 million R&D, manufacturing and +sales of veterinary drug +products +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 1 8– + + +--- page 128 --- +Subsidiaries +Date and place of +incorporation +Registered +capital +Principal business +activities +Hainan Pharmaceutical +Research Institute Co., +Ltd. ( 海南藥物研究所有 +限責任公司) +July 16, 2020; +PRC +RMB100 +million +Drug research, testing and +inspections, animal +experiments and +preclinical safety +evaluation +MAJOR CHANGES IN SHARE CAPITAL AND SHAREHOLDINGS +(1) Conversion into a Limited Liability Company +On July 5, 2002, upon approval by the Adminis tration for Industry and Commerce of Ji’an ( 吉 +安市工商行政管理局), Jiangxi Institute of Biological Products was converted from an enterprise +owned by the whole people into a limited liability company, with a registered capital of +RMB3,000,000. Upon completion of the conversion, the shareholding structure of our Company +upon establishment is set forth in the table below: +Shareholders +Registered capital +subscribed for +Corresponding +equity interests in +our Company +(RMB) (%) +Shenzhen Jinruifeng Industrial Development Co., +Ltd. ( 深圳市金瑞豐實業發展有限公司)( ‘ ‘Shenzhen +Jinruifeng ’’) +note 2,850,000 95.00 +Shenzhen Jinhuifeng Industrial Co., Ltd. +(深圳市金惠豐實業有限公司) +(‘‘Shenzhen Jinhuifeng ’’)note 150,000 5.00 +Total 3,000,000 100.00 +Note: Each of Shenzhen Jinruifeng and Shenz hen Jinhuifeng is a limited liability c ompany establishe d under the laws +of the PRC. At the time of the conversion, each of Shenzhen Jinruifeng and Shenzhen Jinhuifeng were +ultimately controlled by Mr. JING Wei ( 敬偉)( ‘ ‘Mr. Jing ’’) and Ms. JIANG Xue ( 姜雪)( ‘ ‘Ms. Jiang ’’), the +parents of Ms. Jing, through their beneficial interests and interests held by their nominees. +(2) Major Shareholding Changes of Our Company Before Conversion into Joint Stock Limited +Company +Pursuant to the shareholders’ resolutions dated August 8, 2002, the registered capital of our +Company increased from RMB3,000,000 to RMB20,000,000, and Shenzhen Jinruifeng agreed to +subscribe for the increased registered capita l of our Company of RMB17,000,000. The capital +increase was completed on August 27, 2002. +Pursuant to the shareholders’ resolutions dated September 24, 2007, the registered capital of +our Company increased from RMB20,000,000 to RMB30,000,000 by way of capitalization of the +capital reserve of our Company of RMB10,000,000. The capitalization of the capital reserve was +completed on October 22, 2007. +From August 2003 to October 2015, a series of equity transfers were conducted at nil +consideration by Mr. Jing and Ms. Jiang to chang e their designated nominees to hold their equity +interests in our Company and to transfer part of th eir equity interests in our Company to Ms. Jing, +as part of their arrangements of family assets . Upon completion of the aforementioned family +arrangements, (i) our Company was held as to 90% by Qianhai Tianzheng and 10% by Mr. Jing, (ii) +Ms. Jiang ceased to have any beneficial interes ts in our Company, and (iii) Ms. Jing became the +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 1 9– + + +--- page 129 --- +ultimate controlling shareholder of our Company through Qianhai Tianzheng, which was held as to +95% by Hainan Zhizheng (which was in turn held as to 80% by Ms. Jing and 20% by Mr. Jing’s +nominee) and 5% by Mr. Jing. +Further, in June 2017, Mr. Jing transferred his 10% equity interests in our Company to three +designated nominees at nil consideration, upon completion of which our Company was held as to +90% by Qianhai Tianzheng (whic h was ultimately controlled by Ms. Jing), 5% by Ji’an Aohai +Industrial Development Co., Ltd. ( 吉安市傲海實業發展有限公司)( ‘ ‘ Aohai Industrial ’’), +approximately 3.33% by Hainan Jinjia Cour tyard Catering Management Co., Ltd. ( 海南金家大院 +餐飲管理有限公司) (formerly known as Jiangxi Jinjia Courtyard Catering Management Co., Ltd. ( 江 +西金家大院餐飲管理有限公司), Jiangxi Duihua Brewing Co., Ltd. ( 江西堆花釀造有限責任公司)a n d +Ji’an Jizhou Tianhao Industrial Co., Ltd. ( 吉安市吉州區天浩實業有限公司)) (‘‘Jinjia Courtyard ’’) +and approximately 1.67% by Haikou Tiansh un Industrial Development Co., Ltd. ( 海口市天順實業 +發展有限 +公司) (formerly known as Zhangye Tianshun Industrial Development Co., Ltd. ( 張掖市天順 +實業發展有限公司)) (‘‘Tianshun Industrial ’’). +For further details relating to Qianhai Tianz heng, Aohai Industrial, Jinjia Courtyard and +Tianshun Industrial, and the termination the nominee shareholding arrangements pertaining to Mr. +Jing’s equity interests in our Company, see ‘‘— Ma jor Changes in Share Capital and Shareholdings +— (3) Conversion into Joint Stock Limited Comp any and Major Shareho lding Changes of Our +Company After Conversion — (c) Equity Transfers from August 2019 to December 2019’’ and ‘‘— +Major Changes in Share Capital and Shareholdings — (3) Conver sion into Joint Stock Limited +Company and Major Shareholding Changes of Our Company After Conversion — (h) Termination +of the Nominee Shareholding Arrangements pertaining to Mr. Jing’s Equity Interests in Our +Company’’ in this section. +(3) Conversion into Joint Stock Limited Company and Major Shareholding Changes of Our Company +After Conversion +(a) Conversion into Joint Stock Limited Company +Pursuant to the promoters’ agreement dated August 20, 2017 entered into by all the then +Shareholders and the shareholde rs’ resolutions dated December 20, 2017, all promoters (being +all the then Shareholders) agreed to convert ou r Company from a limited liability company into +a joint stock limited company with a registered capital of RMB63,000,000. According to the +audit report of our Company upon joint stock reform prepared by an independent auditor, as +of September 30, 2017, the net asset value of ou r Company amounted to RMB63,413,382.93, of +which RMB63,000,000 was converted into 63,000,000 Shares of a nominal value of RMB1.00 +each and issued to the then Shareholders in proport ion to their respective equity interests in our +Company before the conversion, and the remaining amount of RMB413,382.93 was converted +to capital reserve. The conversion was completed on December 22, 2017 when our Company +obtained a new business license and was renamed a s Jiangxi Institute of Biological Products +Inc. ( 江西生物製品研究所股份有限公司). +(b) Capital Increase in July 2019 +Pursuant to the shareholders’ resolutions dated June 3, 2019, the registered capital of our +Company increased from RMB63,000,000 to RMB80,000,000 by way of capitalization of +profits, and 17,000,000 Shares were issued and allotted as bonus shares to all the then +Shareholders in proportion to their respective equity interests in our Company before the +bonus issue. The capitalization of profits an d the bonus issue were completed on July 4, 2019. +(c) Equity Transfers from August 2019 to December 2019 +On August 29, 2019, Jinjia Courtyard entered into a share transfer agreement with +Tianshun Industrial, pursuant to which Jinjia Courtyard transferred 666,667 Shares +(representing approximately 0.83% equity inte rests in our Company) to Tianshun Industrial +at a consideration of RMB6,666,670. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 2 0– + + +--- page 130 --- +On the same date, Jinjia Courtyard entered in to a share transfer agreement with Shenzhen +Xiangyi Investment Guarantee Co., Ltd. ( 深圳市向億投資擔保有限公司)( ‘ ‘ Xiangyi +Investment ’’), pursuant to which Jinjia Courtyard tra nsferred 2,000,000 Shares (representing +2.50% equity interests in our Company) to Xiangyi Investment at a consideration of +RMB20,000,000. +The aforementioned equity transfers were completed on August 29, 2019, following which +Jinjia Courtyard ceased to be a Shareholder. The nominee shareholding arrangements between +Mr. Jing and his nominees in respect of Mr. Jing ’s equity interests in our Company through +Jinjia Courtyard were terminated accordingly. +Further, Qianhai Tianzheng entered into a share transfer agreement with Chongqing +Hanyi Cultural Exchange Co., Ltd. ( 重慶市晗頤文化交流有限責任公司)( ‘ ‘Hanyi Cultural +Exchange ’’) dated December 12, 2019, which was s upplemented by a supplemental agreement +dated January 18, 2020, pursuant to which Qianhai Tianzheng transferred 4,000,000 Shares +(representing 5% equity interests in our Company) to Hanyi Cultural Exchange at a +consideration of RMB30,000,00 0. The equity transfer was completed on December 12, 2019. +(d) Capital Increase in March 2020 +Pursuant to the shareholders’ resolutions dat ed February 28, 2020, the registered capital +of our Company increased from RMB80,000,000 t o RMB100,000,000 by way of capitalization +of profits, and 20,000,000 Shares were issued and allotted as bonus shares to all the then +Shareholders in proportion to their respective equity interests in our Company before the +bonus issue. The capitalization of profits and the bonus issue were completed on March 18, +2020. +(e) Series A Financing in June 2020 +Pursuant to the share subscription agreement dated May 6, 2020, Chifeng Bo-en Jingtian +Technology Co., Ltd. ( 赤峰博恩晶天科技有限公司)( ‘ ‘Chifeng Bo-en Jingtian ’’) agreed to +subscribe for 2,000,000 Shares (representing approximately 1.96% equity interests in our +Company upon completion of the capital increas e) at a total consideration of RMB24,000,000 +(‘‘Series A Financing ’’). As such, the share capital of our Company increased from +RMB100,000,000 to RMB102,000,000. The capital increase was completed on June 4, 2020. +(f) Series B Financing and Capital Increase in December 2020 +In December 2020, the following parties enter ed into share subscription agreements, +pursuant to which the relevant subscribers agree d to subscribe for a total of 2,923,400 Shares +(representing approximately 2.79% equity int erests in our Company upon completion of the +capital increase) at a total consideration of RMB43,851,000. As such, the share capital of our +Company increased from RMB102,000,000 to RM B104,923,400. The respective subscription +amounts and considerations paid by the relevant subscribers were as follows: +Dates of agreements Subscribers +Number of +Shares +subscribed +for Consideration (3) +Approximate +corresponding +equity interests in +our Company (upon +completion of the +capital increase) +(RMB) (%) +December 8, 2020 Huafengming Investment (1) 1,419,100 21,286,500 1.35 +Hainan Ruiqingxiang +Investment Partnership +(Limited Partnership) +(海南瑞慶祥投資合夥企業(有 +限合夥))( ‘ ‘Ruiqingxiang +Investment ’’) +(2) +838,300 12,574,500 0.80 +Gangyuanhao Investment (1) 266,000 3,990,000 0.25 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 2 1– + + +--- page 131 --- +Dates of agreements Subscribers +Number of +Shares +subscribed +for Consideration (3) +Approximate +corresponding +equity interests in +our Company (upon +completion of the +capital increase) +(RMB) (%) +December 11, 2020 Chongqing Hanxin +Pharmaceutical Co., Ltd. ( 重 +慶漢鑫醫藥有限公司) +(‘‘Hanxin Pharmaceutical ’’)(2) +200,000 3,000,000 0.19 +Jiangsu Hailei Pharmaceutical +Co., Ltd. ( 江蘇海雷醫藥有限 +公司)( ‘ ‘Hailei +Pharmaceutical ’’)(2) +200,000 3,000,000 0.19 +Notes: +(1) Each of Huafengming Investment and Gangyuanhao Inv estment is a limited partnership established under +the laws of the PRC and our Employee Shareholding Platform. See ‘‘— Employee Shareholding +Platforms’’ in this section. +(2) The subscriptions by Ruiqingxiang Investment, Ha nxin Pharmaceutical and Hailei Pharmaceutical are +collectively referred to as ‘‘ Series B Financing ’’. +(3) The respective considerations were determined ba sed on arm’s length negotiations between the relevant +subscribers and our Company after taking into consid eration the timing of the investments and the status +of our business and operations. +The aforementioned capital increa se was completed on December 23, 2020. +(g) Capitalization of Capital Reserve in August 2021 +Pursuant to the shareholders’ resolutions dat ed June 30, 2021, the registered capital of our +Company increased from RMB104,923,400 to RMB136,400,420 by way of capitalization of the +capital reserve of our Company of RMB31,477,020. The capitalization of the capital reserve +was completed on August 23, 2021. +(h) Termination of the Nominee Shareholding Arrangements pertaining to Mr. Jing’s Equity +Interests in Our Company +Historically, there were nominee shareholding arrangements pertaining to Mr. Jing’s +equity interests in our Company through Jinjia Courtyard, Tianshun Industrial, Aohai +Industrial and minority direct/indirect shareholders of Qianhai Tianzheng. See ‘‘— Major +Changes in Share Capital and Shareholdings — (2) Major Shareholding Changes of Our +Company Before Conversion into Joint Stock Li mited Company’’ in this section for details. +After Ms. Jing first became the ultimate cont rolling shareholder of our Company through +Qianhai Tianzheng in October 2015, which was held as to 95% by Hainan Zhizheng (which was +in turn held as to 80% by Ms. Jing and 20% by Mr. Jing’s nominee) and 5% by Mr. Jing, as +part of their arrangements of family assets, Mr. Jing gradually transferred all his equity +interests in Qianhai Tianzheng and Hainan Zh izheng held by his nominees to his daughters, +M s .J i n ga n dM s .J I N GR u i h u a( 敬瑞華), following which (i) Qian hai Tianzheng has been +w h o l l yo w n e db yH a i n a nZ h i z h e n g ,a n d( i i )H a i n a nZ h i z h e n gh a sb e e nh e l da st o9 9 %b yM s . +Jing and 1% by Ms. JING Ruihua since November 2021. As such, the nominee shareholding +arrangements between Mr. Jing and his nominees in respect of Mr. Jing’s equity interests in our +Company through Qianhai Tianzheng were all terminated. +From December 2017 to March 2022, Mr. Jing gradually transferred all his equity +interests in Tianshun Industrial held by his nominees to Shenzhen Fengqi Anhua Cultural +Development Co., Ltd. ( 深圳鳳栖安華文化發展有限責任公司) (formerly known as Shenzhen +Qianhai Fengqi Anhua Cultural Development Co., Ltd. ( 深圳市前海鳳栖安華文化發展有限責 +任公司)) (‘‘Fengqi Anhua ’’), which is controlled by Ms. WEN Shengru ( 溫盛茹) (the spouse of +Mr. Jing). As such, the nominee shareholding arrangements between Mr. Jing and his nominees +in respect of Mr. Jing’s equity interests in our Company through Tianshun Industrial were all +terminated. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 2 2– + + +--- page 132 --- +From September 2019 to December 2021, Mr. Jin g gradually transferred all his equity +interests in Aohai Industrial held by his nominees to (i) Chengdu Shizhi Business Information +Consulting Co., Ltd. ( 成都適之商務信息諮詢有限公司)( ‘ ‘Chengdu Shizhi ’’), which is controlled +by LUO Jiangtao ( 羅江濤) at a consideration of RMB4,000,000, and (ii) LIU Shengyuan ( 劉生 +媛) at a consideration of RMB1,000,000. Upon completion of the aforementioned equity +transfers, Mr. Jing ceased to have any inte rests in Aohai Indust rial, and the nominee +shareholding arrangements between Mr. Jing and his nominees in respect of Mr. Jing’s equity +interests in our Company through Aoha i Industrial were all terminated. +The nominee shareholding arrangements be tween Mr. Jing and his nominees in respect of +Mr. Jing’s equity interests in our Company th rough Jinjia Courtyard were terminated in 2019. +See ‘‘— Major Changes in Share Capital and Sha reholdings — (3) Conve rsion into Joint Stock +Limited Company and Major Shareholding Changes of Our Company After Conversion — (c) +Equity Transfers from August 2019 to December 2019’’ in this section for further details. +Our PRC Legal Adviser has confirmed that the historical nominee shareholding +arrangements described in this section were terminated. +(i) Equity Transfers from December 2021 to May 2022 +From December 2021 to May 2022, the followi ng parties entered into equity transfer +agreements, respectively, pursuant to which the f ollowing transfers of equity interests in our +Company were agreed: +Dates of agreements Transferor Transferees +Number of +Shares +transferred Consideration +Approximate +corresponding +equity interests +in our Company +(RMB) (%) +From December 16, +2021 to May 25, +2022 (both days +inclusive) +Qianhai +Tianzheng +32 individual investors +(1) 6,715,000 (1) 100,725,000 (1) 4.92 (1) +February 18, 2022 Shenzhen Lingyao Investment +Partnership (Limited Partnership) +(深圳市靈耀投資合夥企業(有限合 +夥)) (formerly known as Shenzhen +Heli No. 6 Investment Center +(Limited Partnership) ( 深圳市合利六 +號投資中心(有限合夥))) (‘‘Lingyao +Investment ’’) +70,000 1,050,000 0.05 +April 15, 2022 Shenzhen Heli No. 7 Investment Center +(Limited Partnership) +(深圳市合利七號投資中心(有限合 +夥))( ‘ ‘Heli No. 7 ’’) +260,000 3,900,000 0.19 +May 16, 2022 Shenzhen Yimijing Biotechnology Co., +Ltd. ( 深圳市益覓晶生物科技有限公 +司)( ‘ ‘Yimijing Biotechnology ’’) +(2) +300,000 4,500,000 0.22 +Notes: +(1) The 32 individual investors include YANG Kun ( 楊琨), ZHU Ruonan ( 朱若男), LIN Lin ( 林琳), XU +Qinhong ( 徐琴紅), OUYANG Guishou ( 歐陽桂壽), RONG Zhiyao ( 容志耀), WANG Pengjie ( 王鵬杰), +ZHANG Yiyu ( 張燚煜), WEN Yejuan ( 溫業娟), CHEN Guangai ( 陳光愛), LU Changying ( 盧長英), +ZHANG Zhide ( 張智德), MA Ying ( 馬英), LI Yulun ( 李雨倫), ZHANG Ruoshi ( 張若詩), LONG Yehong +(龍葉紅), DAI Yujian ( 戴育健), ZHU Luwen ( 朱祿文), LUO Qian ( 羅茜), LI Xiaoying ( 李曉穎), LU +Ruiheng ( 盧蕊恒), SONG Hongxia ( 宋紅霞), WEN Anhua ( 溫安華), WU Hao ( 吳浩), WU Hong ( 吳紅), +WU Jianying ( 吳劍英), ZHU Guiju ( 朱桂菊), XU Quanhua ( 徐全華), GUO Lihong ( 郭立紅), HE Qunhua +(何群華), WANG Weiling ( 王維玲) and YU Xiaoyan ( 于小艶). Qianhai Tianzheng transferred to the 32 +individual investors Shares ranging from 10,000 Shares to 1,700,000 Shares (represent ing approximately +0.01% to 1.25% equity interests in our Company), at considerations ranging from RMB150,000 to +RMB25,500,000, respectively. The cost per Share transferred for all the 32 individual investors is the same. +Among the 32 individual investors, (i) ZHU Ruonan, an Independent Third Party, ceased to be a +Shareholder in December 2023 when he transferred his entire equity interests in our Company to Qianhai +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 2 3– + + +--- page 133 --- +Tianzheng, details of which are set out in the paragr aph headed ‘‘— Major Changes in Share Capital and +Shareholdings — (3) Conversion into Joint Stock L imited Company and Major S hareholding Changes of +Our Company After Conversion — (n) Equity Transfers from December 2023 to March 2025’’ in this +section, (ii) WANG Weiling, SONG Hongxia, WEN Anh ua and HE Qunhua are relatives of Ms. Jing, and +(iii) the remaining individuals investors are Inde pendent Third Parties. For further details of the +shareholding held by each of the 31 individual investors who remain as our Shareholders, see ‘‘— +Capitalization of Our Comp any’’ in this section. +(2) Yimijing Biotechnology is an In dependent Third Party and ceased to be a Shareholder in March 2024 +when it transferred its entire equity interests in our Company to Qianhai Tianzheng. For details, see ‘‘— +Major Changes in Share Capital and Shareholdings — (3) Conversion into Joint Stock Limited Company +and Major Shareholding Changes of Our Company After Conversion — (n) Equity Transfers from +December 2023 to March 2025’’ in this section. +The aforementioned equity trans fers were completed on May 25, 2022. +(j) Series B +Financing and Equity Transfers in June 2022 +Pursuant to share subscription agreements da ted April 20, 2022, the relevant subscribers +agreed to subscribe for a total of 3,160,000 Shar es (representing appro ximately 2.26% equity +interests in our Company upon completion of the capital increase) at a total consideration of +RMB47,400,000 (‘‘Series B+ Financing ’’). As such, the share capital of our Company increased +from RMB136,400,420 to RMB139,560,420. The respective subscription amounts and +considerations paid by the relevant subscribers were as follows:Subscribers +Number of +Shares +subscribed for Consideration +Approximate +corresponding +equity interests +in our Company +(upon +completion of +the capital +increase) +(RMB) (%) +Shenzhen High-tech Investment Zhiyuan Phase I +Equity Investment Fund Partnership (Limited +Partnership) ( 深圳市高新投致遠一期股權投資基 +金合夥企業(有限合夥))( ‘ ‘High-tech Investment +Zhiyuan ’’) +(1) 966,100 14,491,500 0.69 +Shenzhen High-tech Investment Start-up +Investment Co., Ltd. ( 深圳市高新投創業 +投資有限公司)( ‘ ‘High-tech Investment +Start-up ’’)(1) 861,600 12,924,000 0.62 +Shenzhen Xiaohe Venture Capital Partnership +(Limited Partnership) ( 深圳市小禾創業投資合夥 +企業(有限合夥))( ‘ ‘Xiaohe VC ’’)(1) 172,300 2,584,500 0.12 +Shenzhen Hejia Jiangsheng Investment Partnership +(Limited Partnership) +(深圳市合嘉江生投資合夥企業(有限合夥)) +(‘‘Hejia Jiangsheng ’’) +(2) 500,000 7,500,000 0.36 +Jiaxing Jiaci Erhuijing Equity Investment +Partnership (Limited Partnership) ( 嘉興加慈二惠 +競股權投資合夥企業(有限合夥))( ‘ ‘Jiaxing +Jiaci ’’) 660,000 9,900,000 0.47 +Notes: +(1) Each of High-tech Investment Zhiyuan, High-tech Investment Start-up and Xiaohe VC is an Independent +T h i r dP a r t ya n dc e a s e dt ob eaS h a r e h o l d e ri nS e p t e m b e r2024 when they transferred their respective entire +equity interests in our Company to Hainan Zhizheng. For details, see ‘‘— Major Changes in Share Capital +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 2 4– + + +--- page 134 --- +and Shareholdings — (3) Conversion into Joint Stock Limited Company and Major Shareholding Changes +of Our Company After Conversion — (n) Equity Transfers from December 2023 to March 2025’’ in this +section. +(2) Hejia Jiangsheng is an Independent Third Party and ceased to be a Shareholder in March 2025 when it +transferred its entire equity interests in our Company to Hainan Zhizheng. For details, see ‘‘— Major +Changes in Share Capital and Shareholdings — (3) Conversion into Joint Stock Limited Company and +Major Shareholding Changes of Our Company After Conversion — (n) Equity Transfers from December +2023 to March 2025’’ in this section. +The aforementioned capital increase was completed on June 21, 2022. +Further, as an internal restructuring within t he beneficial owners of Tianshun Industrial, +pursuant to an agreement dated June 14, 2022, (i) Tianshun Industrial transferred 390,000 +Shares to ZENG Hong ( 曾紅) at nil consideration, and (ii) Tianshun Industrial transferred +520,000 Shares to HU Fengzhi ( 胡鳳芝) at nil consideration, which corresponded to their +respective equity interests in our Company beneficially held by ZENG Hong and HU Fengzhi +through Tianshun Industrial prior to such transf ers. The aforementioned equity transfers were +completed on June 14, 2022, following which the n ominee shareholding arrangements between +(i) Tianshun Industrial and (ii) each of ZENG Hong and HU Fengzhi in respect of their equity +interests in our Company through Tian shun Industrial were terminated. +(k) Capitalization of Capital Reserve in July 2022 +Pursuant to the shareholders’ resolutions dat ed June 30, 2022, the registered capital of our +Company increased from RMB139,560,420 to RMB181,428,546 by way of capitalization of the +capital reserve of our Company of RMB41,868,126. The capitalization of the capital reserve +was completed on July 26, 2022. +(l) Equity Transfer in February 2023 +On February 27, 2023, HU Fengzhi entered into a share transfer agreement with LIU +Yurui ( 劉育瑞) (the spouse of HU Fengzhi), pursuant to which HU Fengzhi transferred 676,000 +Shares to LIU Yurui at nil consideration. The af orementioned equity transfer was completed +on February 27, 2023, following which HU Fengzhi ceased to be a Shareholder. +(m) Capital Increase in June 2023 +Pursuant to the shareholders’ resolutions dat ed May 10, 2023, the registered capital of our +Company increased from RMB181,428,546 to RMB272,142,819 by way of capitalization of +profits, and 90,714,273 Shares were issued and allotted as bonus shares to all the then +Shareholders in proportion to their respective equity interests in our Company before the +bonus issue. The capitalization of profits and the bonus issue were completed on June 12, 2023. +(n) Equity Transfers from December 2023 to March 2025 +As the payments relating to the considerations of the previous respective equity transfers +between (i) Qianhai Tianzheng and (ii) each of ZHU Ruonan and Yimijing Biotechnology in +2022 were not fully settled, the relevant parties agreed to unwind such previous equity transfers. +As such, (i) ZHU Ruonan transferred 1,950,000 Shares to Qianhai Tianzheng on December 13, +2023, and (ii) Yimijing Biotechno logy transferred 585,000 Shares to Qianhai Tianzheng on +March 28, 2024, following which both ZHU Ru onan and Yimijing Biotechnology ceased to be +our Shareholders. +Further, pursuant to a share transfer agree ment entered into by, among others, Hainan +Zhizheng, High-tech Investment Zhiyuan, Hi gh-tech Investment Start-up and Xiaohe VC on +September 25, 2024, High-tech Investment Zhiyuan, High-tech Investment Start-up and Xiaohe +VC transferred 1,883,895 Shares, 1,680,120 Shar es and 335,985 Shares, respectively, to Hainan +Zhizheng, at a consideration of RMB16,055,25 8.58, RMB14,288,868.81 and RMB2,856,450.77, +respectively. The consideration s for the equity transfers were determined after arm’s length +negotiations between the relevant parties, taking into account, among others, the +considerations paid by High-tech Investment Zhiyuan, High-tech Investment Start-up and +Xiaohe VC for their subscriptions of the Shares in our Company in June 2022, the time they +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 2 5– + + +--- page 135 --- +held equity interests in our Company and the status of our business operations. The +aforementioned equity transfers were completed on September 25, 2024, following which each +of High-tech Investment Zhiyuan, High-tech Investment Start-up and Xiaohe VC ceased to be +a Shareholder. +Besides, pursuant to a share transfer agreement entered into by, among others, Hainan +Zhizheng and Hejia Jiangsheng on March 11, 2025, Hejia Jiangsheng transferred 975,000 +Shares to Hainan Zhizheng, at a consideratio n of RMB7,897,300. The consideration for the +equity transfer was determined after arm’s leng th negotiations between the relevant parties, +taking into account, among others, the con sideration paid by Hejia Jiangsheng for its +subscription of the Shares in our Company in Jun e 2022, the time it held equity interests in our +Company and the status of our business operati ons. The equity transfer was completed on +March 11, 2025, following which Hejia Jiangsheng ceased to be a Shareholder. +EQUITY TRANSFERS INVOLVING HAINAN PHARMACEUTICAL RESEARCH INSTITUTE +CO., LTD. ( 海南藥物研究所有限責任公司) DURING TRACK RECORD PERIOD +We acquired Hainan Pharmaceutical Research Institute ( 海南省藥物研究所) and converted it +into a limited liability company in July 2020, and r enamed it as Hainan Pharmaceutical Research +Institute Co., Ltd. ( 海南藥物研究所有限責任公司)( ‘ ‘ Hainan Pharmaceutical ’’). Hainan +Pharmaceutical is principally engaged in drug research, testing and inspections, animal +experiments and preclinical safety evaluation. I n particular, it is located in Hainan Free Trade +Port ( 海南自由貿易港), where the local government has adopte d favorable policies in relation to the, +among others, import and export of commodities, currency exchange and foreign investments, +thereby facilitating foreign trades outside the PR C, international projects and cooperation in +technology with overseas counterp arties, and serving as our future technology platform to enhance +our global footprint and overseas connections. +As a strategic re-arrangement to focus more on our principal operations in line with our capital +planning and preparation for our application for the listing the Shares on the National Equities +Exchange and Quotation (the ‘‘ NEEQ ’’) in the PRC, details of which are set out in the paragraph +headed ‘‘ — Previous Listing Plan and Reasons for Listing on the Stock Exchange’’ in this section, on +October 26, 2023, our Company entered into an equity transfer agreement with Qianhai Tianzheng, +pursuant to which our Company transferred its enti re equity interests in Hainan Pharmaceutical to +Qianhai Tianzheng, at a consideration of RMB83,15 2,500. The consideration for the equity transfer +was determined after arm’s length negotiations betw een the parties with reference to the valuation of +Hainan Pharmaceutical as of June 30, 2023 in the amount of approximately RMB83.15 million (after +taking into account the net asset value of Hainan Pharmaceutical as of June 30, 2023 in the amount +of approximately RMB82.38 million) , as appraised by an independent valuer in a valuation report. +In 2024, our Board further considered, among o ther things, our future business strategic +positioning and capital planning, and considered that the Stock Exchange, as an internationally +recognized and reputable stock exchange, can provide us with a good platform to access the +international capital markets and expand our global business. As such, our Company decided to +voluntarily withdraw its listing application on t he NEEQ in August 2024 as further detailed in the +paragraph headed ‘‘— Previous Listing Plan and Reasons for Listing on the Stock Exchange’’ in this +section. Following our Company’s change in the proposed listing venue, and considering that +Hainan Pharmaceutical can strategically serve a s our technology collaboration platform for us to +further enhance our overseas connections and the pot ential synergistic value Hainan Pharmaceutical +may further bring to our future overseas expansion, which is in line with our capital planning facing +the international capital markets, on September 3 0, 2024, our Company entered into a supplemental +equity transfer agreement with Qianhai Tianzheng, pursuant to which (i) terminated the equity +transfer agreement dated October 26, 2023, and (ii) Qianhai Tianzheng transferred its entire equity +interests in Hainan Pharmaceutical to our Company, at a consideration of approximately +RMB76,173,777. The consideration for the equity transfer was determined after arm’s length +negotiations between the parties with reference to the net asset value of Hainan Pharmaceutical as of +August 31, 2024 in the amount of approximately RMB76.17 million, as audited by an independent +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 2 6– + + +--- page 136 --- +auditor. The decrease in the net asset value of Hainan Pharmaceutical from June 30, 2023 to August +31, 2024 was primarily due to the increase in its cu rrent liabilities which included trade and other +payables incurred for its business operation during such period. +As Hainan Pharmaceutical has been ultimately controlled by Qianhai Tianzheng before and +after the aforementioned equity transfers, the financials of Hainan Pharmaceutical had been +consolidated into our financial statements unde r merger accounting throughout the Track Record +Period. For further details, see note 40 to the Accountants’ Report. +Further, as advised by our PRC Legal Adviser, th e aforementioned equity transfers have been +properly and legally completed in accordanc e with the relevant PRC laws and regulations. +Our Directors confirm that the equity transfer involving of Hainan Pharmaceutical in 2024 was +neither classified as a major transaction nor a very substantial acquisition pursuant to the Listing +Rules, and therefore, the requirements under Rule 4.05A of the Listing Rules do not apply to such +transaction. +MAJOR ACQUISITIONS, DISPOSALS AND MERGERS +During the Track Record Period and up to the La test Practicable Date, we did not conduct any +acquisitions, disposals or mergers that we consider to be material to us. +EMPLOYEE SHAREHOLDING PLATFORMS +In recognition of the contributions of our employees to our Group’s development, +Gangyuanhao Investment and Huafengming I nvestment were established as our employee +shareholding platforms. +(1) Gangyuanhao Investment +Gangyuanhao Investment was established as a limited partnership under the laws of the PRC +on November 3, 2020. Mr. XIAO Ying ( 肖鷹), a director and supervisor of our subsidiaries, is the +general partner and executive partner of Gangyu anhao Investment and is responsible for the +management of Gangyuanhao Investment. As of the Latest Practicable Date, Gangyuanhao +Investment had 37 limited partners, including Mr. LI Changqing ( 李長青) (our executive Director) +and 36 existing/former employees of our Group, and directly held approximately 0.25% equity +interests in our Company. +(2) Huafengming Investment +Huafengming Investment was established as a limited partnership under the laws of the PRC on +November 3, 2020. Mr. WAN Xiaoping ( 萬小平), an employee of our Group, is the general partner +and executive partner of Huafengming Investment and is responsible for the management of +Huafengming Investment. As of the Latest Pra cticable Date, Huafengming Investment had 39 +limited partners, including Mr. YAO Xiaodong ( 姚曉東) (our executive Director), Ms. YU Ailian ( 于 +愛蓮) (our non-executive Director), Mr. HU Xiande ( 胡先德) (our senior management), Mr. JI +Chong ( 季沖) (our senior management), Mr. WANG Xiaoming ( 王曉明) (our senior management) +and 34 existing/former employees of our Group, and directly held approximately 1.32% equity +interests in our Company. +THE PRE-IPO INVESTMENTS +(1) Principal Terms of the Pre-IPO Investments +The following table summarizes the key terms of the Pre-IPO Investments: +Series A Financing Series B Financing +Series B+ +Financing +Date(s) of agreement(s) May 6, 2020 December 8, 2020; +December 11, +2020 +April 20, 2022 +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 2 7– + + +--- page 137 --- +Series A Financing Series B Financing +Series B+ +Financing +Number of Shares subscribed +for(1) +2,000,000 Shares 1,238,300 Shares 3,160,000 Shares +Number of Shares after each +round of the Pre-IPO +Investments +102,000,000 +Shares +104,923,400 +Shares +139,560,420 +Shares +Amount of consideration +paid +(1) (approximation) +RMB24.00 million RMB18.57 million RMB47.40 million +Date of payment of full +consideration +May 13, 2020 December 23, +2020 +May 20, 2022 +Cost per Share paid (2) +(approximation) +RMB4.73 RMB5.92 RMB7.69 +Discount to the Offer Price (3) +(approximation) +51.42% 39.20% 21.02% +Basis of determination of the +consideration +The considerations for each ro und of Pre-IPO Investments +were determined based on arm’s length negotiations between +the relevant parties, after taking into consideration the +timing of the investments, the status of our business +operations and our financial performance. +Lock-up period All existing Shareholde rs (including the Pre-IPO Investors) +shall not dispose of any of the Shares held by them within the +12 months following the Listing Date as required under the +applicable PRC laws. +Use of proceeds from the +Pre-IPO Investments +Proceeds from the Pre-IPO Investments received by our +Company have been utilized fo r principal business of our +Group, including but not limited to R&D activities, +procurement of raw materials, acquisitions of Chifeng +Bo-en Pharmaceutical Co., Ltd. ( 赤峰博恩藥業有限公司) +(our subsidiary), improvement on manufacturing processes +and general working capital purposes. As of the Latest +Practicable Date, all the net proceeds from the Pre-IPO +Investments had been utilized. +Strategic benefits to our +Company brought by the +Pre-IPO Investors +At the time of the Pre-IPO Investments, our Directors were +of the view that our Group could benefit from the additional +funds provided by the Pre-IPO Investors’ investments in our +Group and the knowledge and experience of the Pre-IPO +Investors. +Notes: +(1) For details relating to the number of Shares of our C ompany subscribed for by each Pre-IPO Investor and the +corresponding consideration paid by e ach Pre-IPO Investor for each round of the Pre-IPO Investments, see ‘‘— +Major Changes in Share Capital and S hareholdings’’ in this section. +(2) Calculated based on the amount of consideration p aid divided by the number of Shares subscribed for as +adjusted by capitalization of the capital reserve and the bo nus issue following relevant subscriptions by relevant +Pre-IPO investors. +(3) Calculated based on the currency translation of HK $1 to RMB0.8693 and on the Offer Price of HK$11.20, being +the mid-point of the indicative Offer Price range. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 2 8– + + +--- page 138 --- +(2) Special Rights of the Pre-IPO Investors +Historically, divestment rights, with Ms. Jing and Mr. JING Wei (the father of Ms. Jing) being +the repurchase obligors (the ‘‘ Repurchase Obligors ’’), had been granted to four former Shareholders, +namely High-tech Investment Zh iyuan, High-tech Investment Start-up, Xiaohe VC and Hejia +Jiangsheng. All such Shareholders had ceased to b e Shareholders of the Company after transferring +all of their Shares to Hainan Zhizheng, one of the C ontrolling Shareholders, before the Company’s +submission of listing application to the Stock Exc hange. Therefore, such divestment rights were +terminated upon completion of such Shares transfers. +Jiaxing Jiaci, a Pre-IPO Investor, was grant ed customary special rights, including the +information right and right to more favorable terms (the ‘‘ Most-Favored Treatment Rights ’’) +offered to other investors. Under the Most-Favor ed Treatment Rights, Jiaxing Jiaci was entitled to +the benefit of the divestment rights previously g ranted to High-tech Investment Zhiyuan, High-tech +Investment Start-up, Xiaohe VC and Hejia Jiangs heng. Pursuant to the supplemental agreement +entered into by, among others, our Company and Jiaxing Jiaci on March 4, 2025, all special rights +shall be automatically terminated on the day immediately preceding the submission of the +Company’s application for the Listing, and such spec ial rights shall not be restored unless any of the +following events occurs (whichever is the earlies t): (i) the Company’s application for the Listing is +rejected by the Stock Exchange; (ii) our Company voluntarily withdraws its application for the +Listing; or (iii) our Company voluntarily withdraw s its filing to the CSRC for its application for the +Listing. +In respect of the divestment rights granted to the four former Shareholders and the +Most-Favored Treatment Rights gr a n t e dt oJ i a x i n gJ i a c i( t h e‘ ‘Divestment Right Arrangement ’’), +no guarantee was provided by any member of the Group, and, to the best knowledge of the +Company, no side agreement had been entered into among the Group, the four former Shareholders, +the Repurchase Obligors and Jiaxing Jiaci in this regard. As the Group was not an obligor under the +Divestment Right Arrangement, no repurchase obli gation or related liability in connection with the +Divestment Right Arrangement was recognised by the Group during the Track Record Period. +Please refer to note 40 in Appendix I to this prospectus for details of the accounting treatment of the +divestment rights. +(3) Joint Sponsors’ Confirmation +On the basis that (i) the considerations for the Pre-IPO Investments are irrevocably settled +more than 28 clear days before the Company’s listing application, (ii) the special rights granted to +the Pre-IPO Investors ceased to be effective when t he Company submitted its first listing application +to the Stock Exchange, the Joint Sponsors confirm that the Pre-IPO Investments are in compliance +with Chapter 4.2 under the Guide for New Listi ng Applicants issued by the Stock Exchange. +(4) Information about Our Institutional Pre-IPO Investors +Below sets out information of our institutiona l Pre-IPO Investors. To the best knowledge of +our Directors, save as disclosed below, each of o ur institutional Pre-IPO Investors and where +applicable, their respective gener al partner(s), limited partner(s) and ultimate beneficial owner(s) is +an Independent Third Party. +1. Hanyi Cultural +Exchange +Hanyi Cultural Exchange is a limited liability company +established under the laws of the PRC and is principally +engaged in event management. As of the Latest Practicable +Date, it was held as to 50% by each of CHEN Jingyi ( 陳敬宜)a n d +CHEN Xiaohan ( 陳笑寒). CHEN Jingyi and CHEN Xiaohan are +relatives of Ms. Jing. Therefore, Hanyi Cultural Exchange, CHEN +Jingyi and CHEN Xiaohan are connected persons of our +Company pursuant to the Listing Rules. +2. Xiangyi Investment Xiangyi Investment is a limited liability company established +under the laws of the PRC and is principally engaged in equity +investments. As of the Latest Practicable Date, it was held as to +51% by WANG Lin ( 王琳)a n d4 9 %b yL UH e w e n( 盧鶴文). +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 2 9– + + +--- page 139 --- +3. Chifeng Bo-en Jingtian Chifeng Bo-en Jingtian is a limited liability company established +under the laws of the PRC and is principally engaged in equity +investments. As of the Latest Practicable Date, it was held as to +70% by LIU Yongxiang ( 劉永祥) and 30% by LIU Yiming ( 劉亦 +銘) (the son of LIU Yongxiang). LIU Yongxiang is a director of +our subsidiaries and therefore, Chifeng Bo-en Jingtian, LIU +Yongxiang and LIU Yiming are connected persons of our +Company pursuant to the Listing Rules. +4. YANG Kun YANG Kun is an individual investor. YANG Kun was +acquainted with Mr. YAO Xiaodong (our executive Director +and general manager) at an industry seminar in 2021. +5. Ruiqingxiang +Investment +Ruiqingxiang Investment is a lim ited partnership established +under the laws of the PRC and is a shareholding platform of +individual investors of our Company. Ruiqingxiang Investment is +managed by its general partner, XU Quanhua ( 徐全華), a +Shareholder. As of the Latest Practicable Date, Ruiqingxiang +Investment had 15 limited partners, and was held as to +approximately 25.12% by JIANG Hongtao ( 姜洪濤)a st h e +largest limited partner. JIAN G Hongtao is a relative of Ms. +Jing and the spouse of Ms. WANG Weiling ( 王維玲)( a +Shareholder), and therefore, both JIANG Hongtao and WANG +Weiling are connected persons of our Company pursuant to the +Listing Rules. +6. Jiaxing Jiaci Jiaxing Jiaci is a limited partnership established under the laws of +the PRC and is principally engage di ne q u i t yi n v e s t m e n t s .J i a x i n g +Jiaci is managed by its general partner, Guangdong Jiaci +Entrepreneurship In vestment Co., Ltd. ( 廣東省加慈創業投資有 +限公司), which is ultimately controlled by WANG Chenglin ( 王成 +林). As of the Latest Practicable Date, Jiaxing Jiaci had three +limited partners, and was held as to 40% by each of Shenzhen +Jiamao Emerging Industry Development Co., Ltd. ( 深圳市嘉茂新 +興產業發展有限公司) (which is controlled by LIU Tao ( 劉濤)) and +Sichuan Jiadian New Energy Vehicle Technology Co., Ltd. ( 四川 +省加電新能源汽車科技 +有限公司) (which is controlled by WANG +Liping ( 王麗萍)) as the two largest limited partners. +7. Hanxin Pharmaceutical Hanxin Pharmaceutical is a limited liability company established +under the laws of the PRC and is principally engaged in +promotion of blood products, biological products, toxic drugs +and second-class vaccines. As of the Latest Practicable Date, it +w a sh e l da st o7 0 %b yL U OY u n f e n g(駱雲鳳)a n d3 0 %b yC H E N +Tao ( 陳濤). +8. Hailei Pharmaceutical Hailei Pharmaceutical is a limited liability company established +under the laws of the PRC, and is principally engaged in wholesale +of pharmaceuticals, medical device business and provision of +information consultancy servic es. As of the Latest Practicable +Date, it was held as to 95% by DING Honggang ( 丁紅剛)a n d5 % +by WU Suwei ( 吳蘇淮). +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 3 0– + + +--- page 140 --- +9. Heli No. 7 Heli No. 7 is a limited partnership established under the laws of +the PRC and is an private equity fund managed by its general +partner, Shenzhen Heli Investment Fund Management Co., Ltd. +(深圳市合利私募股權基金管理有限公司), which is ultimately +controlled by LI Jing ( 李靜). As of the Latest Practicable Date, +Heli No. 7 was held as to 75% by Shenzhen Ruiying Hengtai +Investment Consulting Co., Ltd. ( 深圳瑞盈恒泰投資諮詢有限公 +司) (which is ultimately controlled by LI Yarong ( 李雅蓉)) as the +sole limited partner. +10. Lingyao Investment Lingyao Investment is a limited par tnership established under the +l a w so ft h eP R Ca n di sp r i n c i p a l l ye n g a g e di ni n v e s t m e n t sa n d +provision of investment consultan cy services. The general partner +of Lingyao Investment is Shenzhen Jinguyuan Industrial Co., Ltd. +(深圳市金谷塬實業有限公司), which is controlled by HU Maifeng +(虎麥峰)a n dL I UL e i( 劉磊). As of the Latest Practicable Date, it +was held as to approximately 83.33% by Haikou Zhuoyirong +Trading Co., Ltd. ( 海口市卓易嶸商貿有限公司)( w h i c hi s +controlled by YAN Xianqing ( 嚴獻清)) as its sole limited partner. +PREVIOUS LISTING PLAN AND REASONS FOR LISTING ON THE STOCK EXCHANGE +In June 2024, our Company submitted an application (the ‘‘ Previous Listing Application ’’) for +listing the Shares on the NEEQ. The NEEQ issued one round of vetting comments in respect of our +Company’s application documents in relation to the P revious Listing Application, which are publicly +disclosed and comprise general questions rela ting to, among others, our Group’s operations, +financial performance, products and his torical shareholding changes (the ‘‘ +NEEQ’s Comments ’’). In +August 2024, our Company voluntarily withdrew the Previous Listing Application after considering, +among other things, future business strategic po sitioning and capital planning. As of the Latest +Practicable Date, there was no material disagr eement between our Company and any professional +parties engaged for the Previous Listing Application. +On the other hand, our Directors consider that the Stock Exchange, as an internationally +recognized and reputable stock exchange, can provide us with a good platform to access the +international capital markets and expand our glo bal business, the Global Offering will provide us +with the necessary funding to increase our competitiveness by assisting us to expand our operations +and strengthen our business prospects, and the Listing on the Stock Exchange will raise our profile +and market awareness of our brand name and present us with an opportunity to further expand our +investor base. Taking into account, among others , the aforementioned factors and the long-term +business development strategies of our Group, our Directors consider the Stock Exchange to be a +more suitable venue to access international equity markets, and the Listing will be in the best +interests of our Company and our Shareholders a saw h o l e .A ss u c h ,w ed e c i d e dt os e e kal i s t i n gi n +Hong Kong and did not respond to the NEEQ’s Comments. As advised by our PRC Legal Adviser, +the Previous Listing Application and our subsequen t withdrawal of the Previous Listing Application +were not in violation of the applicable PRC law s and regulations. Pursuant to the relevant +requirements of the Stock Listing Rules of the NEEQ ( 《全國中小企業股份轉讓系統股票掛牌規則》) +and the Guideline No. 1 for the Stock Public Transfer and Listing Business of the NEEQ — +Declaration and Review ( 《全國中小企業股份轉讓系統股票公開轉讓並掛牌業務指南第1號 — 申報與 +審核》), after our Company voluntarily withdrew the P revious Listing Application to the NEEQ, we +are not required to respond to the NEEQ’s Comment s, and therefore such voluntary withdrawal +does not affect our Company’s eligibility for listi ng on the Stock Exchange. Our PRC Legal Adviser +is of the view that the NEEQ’s legal-related comment s could be satisfactorily addressed if we were to +r e s p o n dt ot h eN E E Q ’ sC o m m e n t s . +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 3 1– + + +--- page 141 --- +Having considered that (i) the NEEQ’s Comments w ere primarily disclosure-related comments +and standard enquiries, requesting for further details on, among others, our operations, financial +performance, products and historical shareholdin g changes; (ii) there was no material disagreement +between our Company and the professional parties involved in the Previous Listing Application; and +(iii) our PRC Legal Adviser’s view as stated above , our Directors had not foreseen any material +obstacles if we were to respond to the NEEQ’s Comments and are of the view that the NEEQ’s +Comments could be satisfactorily addressed and would not have any material adverse implications +on our suitability for listing on the Stock Exchange. +Our Directors, to the best of their knowledge, information and belief, are not aware of any +matters or findings from the Previous Listing Applic ation which have been brought to their attention +and would have a material adverse implication on t he Listing, or any matters (including but are not +limited to the NEEQ’s Comments) that might mate rially and adversely affect our Company’s +suitability for the Listing. Our Directors further con firm that, save as disclosed in this section, there +is no other matter in relation to the Previous Listing Application that needs to be brought to the +attention of the Stock Exchange and potential investors. +Based on the due diligence work performed by the Joint Sponsors, (i) nothing has come to the +attention of the Joint Sponsors that would reasonably cause the Joint Sponsors to disagree with the +above-mentioned Directors’ view in any material res pect regarding the Previous Listing Application; +and (ii) the Joint Sponsors concur with the Directors that there are no material findings indicating +that the NEEQ’s Comments would have any mater ial adverse implications to the Company’s +suitability for Listing on the Stock Exchange. +PUBLIC FLOAT AND FREE FLOAT +Public Float +The 208,562,250 Shares held by Hainan Zhizheng and Qianhai Tianzheng, representing +approximately 76.64% of our total issued share c apital as of the Latest Practicable Date, or +approximately 67.63% of our total issued share cap ital upon Listing (assuming the Over-allotment +Option is not exercised), or approximately 66. 46% of our total issued share capital (assuming the +Over-allotment Option is exercised in full), are Domestic Shares which will be converted into H +Shares and listed following the completion of the Global Offering. As Hainan Zhizheng and Qianhai +Tianzheng are our Controlling Shareholders a nd therefore, a core connected person of our +Company, the H Shares held by them will not be counted towards the public float for the purpose of +Rule 8.08 of the Listing Rules after the Listing. +The 5,070,000 Shares held by Chifeng Bo-en Jing tian, representing approximately 1.86% of our +total issued share capital as of the Latest Practicable Date, or approximately 1.64% of our total +issued share capital upon Listing (assuming the Over-allotment Option is not exercised), or +approximately 1.62% of our total issued share c apital (assuming the Over-allotment Option is +exercised in full), are Domestic Shares which will be c o n v e r t e di n t oHS h a r e sa n dl i s t e df o l l o w i n gt h e +completion of the Global Offering. As Chifeng Bo-en Jingtian is held as to 70% by Mr. LIU +Yongxiang ( 劉永祥) (a director and the general manager of our subsidiaries) and therefore, a close +associate of Mr. LIU Yongxiang and a core conn ected person of our Company, the H Shares held by +it will not be counted towards the public float for the purpose of Rule 8.08 of the Listing Rules after +the Listing. +The 3,597,419 Shares held by Huafengming Investment, representing approximately 1.32% of +our total issued share capital as of the Latest Pract icable Date, or approximately 1.17% of our total +issued share capital upon Listing (assuming the Over-allotment Option is not exercised), or +approximately 1.15% of our total issued share c apital (assuming the Over-allotment Option is +exercised in full), are Domestic Shares which will be c o n v e r t e di n t oHS h a r e sa n dl i s t e df o l l o w i n gt h e +completion of the Global Offering . Huafengming Investment is held as to approximately 49.33% by +Mr. YAO Xiaodong as one of its limited partners. Ther efore, Huafengming Investment is considered +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 3 2– + + +--- page 142 --- +a close associate of Mr. YAO Xiaodong (our executive Director and general manager) and a core +connected person of our Company, and the H Shares held by it will not be counted towards the +public float for the purpose of Rule 8.08 of the Listing Rules after the Listing. +The 760,500 Shares held by Ms. ZENG Hong, representing approximately 0.28% of our total +issued share capital as of the Latest Practicable Date, or approximately 0.25% of our total issued +share capital upon Listing (assuming the Over-allo tment Option is not exercised), or approximately +0.24% of our total issued share capital (assuming th e Over-allotment Option is exercised in full), are +Domestic Shares which will be converted into H Sh ares and listed following the completion of the +Global Offering. As Ms. ZENG Hong is the spouse of Mr. YAO Xiaodong and therefore, a close +associate of Mr. YAO Xiaodong and a core connect ed person of our Company, the H Shares held by +her will not be counted towards the public float for the purpose of Rule 8.08 of the Listing Rules +after the Listing. +The 674,310 Shares held by Gangyuanhao Investment, representing approximately 0.25% of +our total issued share capital as of the Latest Pract icable Date, or approximately 0.22% of our total +issued share capital upon Listing (assuming the Over-allotment Option is not exercised), or +approximately 0.21% of our total issued share c apital (assuming the Over-allotment Option is +exercised in full), are Domestic Shares which will be c o n v e r t e di n t oHS h a r e sa n dl i s t e df o l l o w i n gt h e +completion of the Global Offering. Mr. XIAO Ying, a director and supervisor of our subsidiaries, is +the general partner and executive partner of Gan gyuanhao Investment and is responsible for its +management. Therefore, Gangyuanhao Investme nt is a close associate of Mr. XIAO Ying and a core +connected person of our Company, and the H Shares held by it will not be counted towards the +public float for the purpose of Rule 8.08 of the Listing Rules after the Listing. +The 1,287,000 Shares held by Jiaxing Jiaci, rep resenting approximately 0.47% of our total +issued share capital as of the Latest Practicable Date, or approximately 0.42% of our total issued +share capital upon Listing (assuming the Over-allo tment Option is not exercised), or approximately +0.41% of our total issued share capital (assuming th e Over-allotment Option is exercised in full), are +Domestic Shares which will not be converted into H Shares following the completion of the Global +Offering. Therefore, the Domestic Shares held by Ji axing Jiaci will not be counted towards the public +float for the purpose of Rule 8.08 of the Listing Rules after the Listing. +The 52,191,340 Shares held by Aohai Indust rial, Hanyi Cultural Exchange, Xiangyi +Investment, Tianshun Industrial, YANG Kun, Ruiqingxiang Investment, LIU Yurui, LIN Lin, +XU Qinhong, OUYANG Guishou, RONG Zhiyao, WA NG Pengjie, Hanxin Pharmaceutical, Hailei +P h a r m a c e u t i c a l ,H e l iN o .7 ,Z H A N GY i y u ,WEN Yejuan, CHEN Guangai, LU Changying, +ZHANG Zhide, MA Ying, LI Yulun, ZHANG Ruoshi, LONG Yehong, DAI Yujian, Lingyao +Investment, ZHU Luwen, LUO Qian, LI Xiaoying, LU Ruiheng, SONG Hongxia, WEN Anhua, +WU Hao, WU Hong, WU Jianying, ZHU Guiju, XU Quanhua, GUO Lihong, HE Qunhua, WANG +Weiling and YU Xiaoyan, representing approximate ly 19.18% of our total issued share capital as of +the Latest Practicable Date, or approximately 16. 92% of our total issued share capital upon Listing +(assuming the Over-allotment Option is not exerci sed), or approximately 16.63% of our total issued +share capital (assuming the Over-allotment Optio n is exercised in full), are Domestic Shares which +will be converted into H Shares and listed followi ng the completion of the Global Offering. As these +entities/individuals will not be core connected persons of our Company upon Listing, are not +accustomed to take instructions from core conn ected persons of our Company 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 of our Company, the H Shares held by +them will be counted towards the public float for the purpose of Rule 8.08 of the Listing Rules after +the Listing. +Immediately upon the completion of the Glo bal Offering, assuming that (i) 36,234,500 H +Shares are allotted and issued in the Global Offering ; (ii) the Over-allotment Option is not exercised; +(iii) 270,855,819 Domestic Share s are converted into H Shares; and (iv) 308,377,319 Shares are issued +and outstanding in the share capital of our Company upon completion of the Global Offering, +88,425,840 Shares, representing approximately 28.67% of our total issued share capital, will be +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 3 3– + + +--- page 143 --- +counted towards the public float for the purpose of Rule 8.08 of the Listing Rules, which is higher +than the prescribed percentage of H Shares required to be held in public hands of 25% with the +expected market value at the time of listing not exceeding HK$6,000,000,000 under Rule 8.08(1) +(based on the minimum Offer Price of HK$9.33 per H Share, mid-point Offer Price of HK$11.20 per +H Share, and maximum Offer Price of HK$13.06 per H Share). Therefore, our Company will be able +to meet the minimum public float requirements under Rule 8.08 (as amended and replaced by Rule +19A.13A) of the Listing Rules. +Free Float +Rule 19A.13C of the Listing Rules provides that, where a new applicant is a PRC issuer with no +other listed shares at the time of listing, this will normally mean that the portion of H shares for +which listing is sought that are held by the public and not subject to any disposal restrictions +(whether under contract, the Listi ng Rules, applicable laws or otherwise), at the time of listing, must: +(a) represent at least 10% of the total number of i ssued shares in the class to which H shares belong +at the time of listing (excluding treasury shares), with an expected market value at the time of listing +of not less than HK$50,000,000; or (b) have an expected market value at the time of listing of not less +than HK$600,000,000. +Based on minimum Offer Price of HK$9.33 per H Sh are, our Company believes that there will +be a free and open market for its Shares immediately upon the completion of the Global Offering in +compliance with the free float requirement under Rule 19A.13C of the Listing Rules. +CAPITALIZATION OF OUR COMPANY +The table below is a summary of the capitaliz ation of our Company as of the date of this +prospectus and the Listing Date (assuming the Over-allotment Option is not exercised): +As of the date of this +prospectus +As of the Listing Date (assuming the Over-allotment +Option is not exercised) +Shareholder +Number of +Domestic +Shares +Approximate +ownership +percentage in +total issued +share capital +Number of +H Shares +Approximate +ownership +percentage in +H Shares +Total number +of Shares +Approximate +ownership +percentage in +total issued +share capital +Qianhai Tianzheng 203,687,250 74.85% 203,687,250 66.33% 203,687,250 66.05% +Aohai Industrial* 12,675,000 4.66% 12,675,000 4.13% 12,675,000 4.11% +Hanyi Cultural Exchange* 12,675,000 4.66% 12,675,000 4.13% 12,675,000 4.11% +Xiangyi Investment* 6,337,500 2.33% 6,337,500 2.06% 6,337,500 2.06% +Chifeng Bo-en Jingtian 5,070,000 1.86% 5,070,000 1.65% 5,070,000 1.64% +Hainan Zhizheng 4,875,000 1.79% 4,875,000 1.59% 4,875,000 1.58% +Tianshun Industrial* 4,563,000 1.68% 4,563,000 1.49% 4,563,000 1.48% +Huafengming Investment 3,597,419 1.32% 3,597,419 1.17% 3,597,419 1.17% +YANG Kun* 3,315,000 1.22% 3,315,000 1.08% 3,315,000 1.07% +Ruiqingxiang Investment* 2,125,090 0.78% 2,125,090 0.69% 2,125,090 0.69% +Jiaxing Jiaci 1,287,000 0.47% — — 1,287,000 0.42% +LIU Yurui* 1,014,000 0.37% 1,014,000 0.33% 1,014,000 0.33% +LIN Lin* 975,000 0.36% 975,000 0.32% 975,000 0.32% +XU Qinhong* 780,000 0.29% 780,000 0.25% 780,000 0.25% +ZENG Hong 760,500 0.28% 760,500 0.25% 760,500 0.25% +Gangyuanhao Investment 674,310 0.25% 674,310 0.22% 674,310 0.22% +OUYANG Guishou* 585,000 0.21% 585,000 0.19% 585,000 0.19% +RONG Zhiyao* 585,000 0.21% 585,000 0.19% 585,000 0.19% +WANG Pengjie* 585,000 0.21% 585,000 0.19% 585,000 0.19% +Hanxin Pharmaceutical* 507,000 0.19% 507,000 0.17% 507,000 0.16% +Hailei Pharmaceutical* 507,000 0.19% 507,000 0.17% 507,000 0.16% +Heli No. 7* 507,000 0.19% 507,000 0.17% 507,000 0.16% +ZHANG Yiyu* 468,000 0.17% 468,000 0.15% 468,000 0.15% +WEN Yejuan* 429,000 0.16% 429,000 0.14% 429,000 0.14% +CHEN Guangai* 390,000 0.14% 390,000 0.13% 390,000 0.13% +LU Changying* 390,000 0.14% 390,000 0.13% 390,000 0.13% +ZHANG Zhide* 390,000 0.14% 390,000 0.13% 390,000 0.13% +MA Ying* 292,500 0.11% 292,500 0.10% 292,500 0.09% +LI Yulun* 195,000 0.07% 195,000 0.06% 195,000 0.06% +ZHANG Ruoshi* 195,000 0.07% 195,000 0.06% 195,000 0.06% +LONG Yehong* 195,000 0.07% 195,000 0.06% 195,000 0.06% +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 3 4– + + +--- page 144 --- +As of the date of this +prospectus +As of the Listing Date (assuming the Over-allotment +Option is not exercised) +Shareholder +Number of +Domestic +Shares +Approximate +ownership +percentage in +total issued +share capital +Number of +H Shares +Approximate +ownership +percentage in +H Shares +Total number +of Shares +Approximate +ownership +percentage in +total issued +share capital +DAI Yujian* 195,000 0.07% 195,000 0.06% 195,000 0.06% +Lingyao Investment* 136,500 0.05% 136,500 0.04% 136,500 0.04% +ZHU Luwen* 117,000 0.04% 117,000 0.04% 117,000 0.04% +LUO Qian* 117,000 0.04% 117,000 0.04% 117,000 0.04% +LI Xiaoying* 97,500 0.04% 97,500 0.03% 97,500 0.03% +LU Ruiheng* 97,500 0.04% 97,500 0.03% 97,500 0.03% +SONG Hongxia* 97,500 0.04% 97,500 0.03% 97,500 0.03% +WEN Anhua* 97,500 0.04% 97,500 0.03% 97,500 0.03% +WU Hao* 97,500 0.04% 97,500 0.03% 97,500 0.03% +WU Hong* 97,500 0.04% 97,500 0.03% 97,500 0.03% +WU Jianying* 97,500 0.04% 97,500 0.03% 97,500 0.03% +ZHU Guiju* 97,500 0.04% 97,500 0.03% 97,500 0.03% +XU Quanhua* 39,000 0.01% 39,000 0.01% 39,000 0.01% +GUO Lihong* 39,000 0.01% 39,000 0.01% 39,000 0.01% +HE Qunhua* 39,000 0.01% 39,000 0.01% 39,000 0.01% +WANG Weiling* 29,250 0.01% 29,250 0.01% 29,250 0.01% +YU Xiaoyan* 19,500 0.01% 19,500 0.01% 19,500 0.01% +Other investors taking part in +the Global Offering* — — 36,234,500 11.80% 36,234,500 11.75% +Total 272,142,819 100% 307,090,319 100% 308,377,319 100% +* the H Shares held by these Shareholders upon Listing will be counted towards the public float for the purpose of Rule +8.08 of the Listing Rules +CORPORATE STRUCTURE IMMEDIATELY BEFORE COMPLETION OF THE GLOBAL +OFFERING +The chart below sets out the shareholding s tructure of our Company immediately before +completion of the Global Offering: +Hainan Zhizheng (1) +100% +74.85% 1.79% +Qianhai +Tianzheng (1) +Jiangsheng (Hainan) +Biotechnology Co., Ltd. +(Ҧ +ʮ̡) +(PRC) +Jiangsheng (Shenzhen) +Biotechnology R&D +Center Co., Ltd. +(Ҧஔ +ʮ̡) +(PRC) +Chifeng Bo-en +Pharmaceutical Co., Ltd. +(ʮ̡ ) +(PRC) +Gaotai County Tianhong +Biochemical Technology +Development Co., Ltd. +(Ҧ +பʮ̡) +(PRC) +Hainan +Pharmaceutical Research +Institute Co., Ltd. +(ה +பʮ̡) +(PRC) +Our Company +(PRC) +100% 100% 100% 100% +Jiangxi Tianzheng +Biotechnology Co., Ltd. +(Ҧ +ʮ̡) +(PRC) +Chifeng Bo-en +Pharmaceutical +Operation Co., Ltd. +(ᖹุᐄ +ʮ̡) +(PRC) +Gaotai County Tianhong +Sand Grass Industry +Development Co., Ltd. +( ৷̨ጤ˂ᒿӍণପ +பʮ̡) +(PRC) +100% 100% 100% +100% +4.66% 4.66% 2.33% 1.86% 1.68% 1.32% 1.22% 5.11% +Aohai +Industrial (2) +Hanyi +Cultural +Exchange (3) +Xiangyi +Investment (4) +Chifeng +Bo-en +Jingtian (5) +Tianshun +Industrial (6) +Huafengming +Investment (7) +YANG +Kun(8) +0.28% +ZENG +Hong(9) +0.25% +Gangyuanhao +Investment (10) +Other 37 +Shareholders (11) +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 3 5– + + +--- page 145 --- +Notes: +(1) Hainan Zhizheng is a limited liability company estab lished under the laws of the PRC, and was held as to 99% by +Ms. Jing and 1% by Ms. JING Ruihua (the sister of Ms. Jing and our executive Director) as of the Latest +Practicable Date. Ms. JING Ruihua has entrusted all th e voting rights attached to her 1% equity interests in +Hainan Zhizheng to Ms. Jing and does not otherwise hold any position in or exercise management control of +Hainan Zhizheng. Qianhai Tianzheng i s a limited liability company establ ished under the laws of the PRC, and +was wholly owned by Hainan Zhizheng as of the Latest Prac ticable Date. For details re lating to Hainan Zhizheng +and Qianhai Tianzheng, see ‘‘Rel ationship with Our Controlling S hareholders’’ in this prospectus. +(2) Aohai Industrial is a limited liabilit y company established under the law s of the PRC, and was held as to 80% by +Chengdu Shizhi and 20% by LUO Jiangtao as of the Latest P racticable Date. Each of Aohai Industrial, Chengdu +Shizhi and LUO Jiangtao is an Independent Third Party. +(3) Hanyi Cultural Exchange is a limit ed liability company established under the laws of the PRC, and was held as to +50% by each of CHEN Jingyi and CHEN Xiaohan as of the Latest Practicable Date. CHEN Jingyi and CHEN +Xiaohan are relatives of Ms. Jing. T herefore, Hanyi Cultural Exchange, CHEN Jingyi and CHEN Xiaohan are +connected persons of our Company pursuant to the Listing Rules. +(4) Xiangyi Investment is a limited lia bility company establishe d under the laws of the PRC, and was held as to 51% +by WANG Lin and 49% by LU Hewen as of the Latest Practicable Date. Each of Xiangyi Investment, WANG +Lin and LU Hewen is an Independent Third Party. +(5) Chifeng Bo-en Jingtian is a limited liability company established under the laws of the PRC, and was held as to +70% by LIU Yongxiang and 30% by LIU Yiming (the son of LIU Yongxiang) as of the Latest Practicable Date. +LIU Yongxiang is a director of our subsidiaries, and therefore, Chifeng Bo-en Jingtian, LIU Yongxiang and LIU +Yiming are connected persons of our Company pursuant to the Listing Rules. +(6) Tianshun Industrial is a limited liability company es tablished under the laws of the PRC, and was held as to +approximately 76.75% by Fengqi Anhua and approximat ely 23.25% by four other minority shareholders each +holding less than 15% equity interests as of the Latest Practicable Date. Fengqi Anhua is controlled by WEN +Shengru, the spouse of Mr. Jing. Therefore, Tianshun Industrial, Fengqi Anhua and WEN Shengru are +connected persons of our Company pursuant to the Listing Rules. +(7) Huafengming Investment is a limited partners hip established in the PRC and is one of our Employee +Shareholding Platforms. For details, See ‘‘— Emp loyee Shareholding Platforms’’ in this section. +(8) YANG Kun is an Independent Third Party. +(9) ZENG Hong is the spouse of YAO Xiaodong (our executive Director and general manager and therefore, a +connected person of our Company pursuant to the Listing Rules). +(10) Gangyuanhao Investment is a limited partners hip established in the PRC and is one of our Employee +Shareholding Platforms. For details, See ‘‘— Emp loyee Shareholding Platforms’’ in this section. +(11) Other 37 Shareholders include Ruiqingxiang Investment, Jiaxing Jiaci, LIU Yurui, LIN Lin, XU Qinhong, +OUYANG Guishou, RONG Zhiyao, WANG Pengjie, Hanxin Ph armaceutical, Hailei Pha rmaceutical, Heli No. +7, ZHANG Yiyu, WEN Yejuan, CHEN Guangai, LU Changying, ZHANG Zhide, MA Ying, LI Yulun, ZHANG +Ruoshi, LONG Yehong, DAI Yujian, Lingyao Investment, ZHU Luwen, LUO Qian, LI Xiaoying, LU Ruiheng, +SONG Hongxia, WEN Anhua, WU Hao, WU Hong, WU Jianying, ZHU Guiju, XU Quanhua, GUO Lihong, +HE Qunhua, WANG Weiling and YU Xiaoyan . For further details relating to Ruiqingxiang Investment, Jiaxing +Jiaci, Hanxin Pharmaceutical, Hailei Pharmaceutica l, Heli No. 7 and Lingyao Investment, see ‘‘— The Pre-IPO +Investments — (4) Information about Our Institutional P re-IPO Investors’’ in thi s section. Further, WANG +Weiling, SONG Hongxia, WEN Anhua and HE Qunhua are relatives of Ms. Jing and therefore, connected +persons of our Company pursuant to the Listing Rules. Save as disclosed in this section, each of such 37 +Shareholders is an Independent Third Party. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 3 6– + + +--- page 146 --- +CORPORATE STRUCTURE IMMEDIATELY FOLLOWING COMPLETION OF THE +GLOBAL OFFERING +The chart below sets out the shareholding str ucture of our Company immediately following +completion of the Global Offering (assuming the Over-allotment Option is not exercised): +Hainan Zhizheng (1) +100% +Jiangsheng (Hainan) +Biotechnology Co., Ltd. +(Ҧ +ʮ̡) +(PRC) +Jiangsheng (Shenzhen) +Biotechnology R&D +Center Co., Ltd. +(Ҧஔ +ʮ̡) +(PRC) +Chifeng Bo-en +Pharmaceutical Co., Ltd. +(ʮ̡) +(PRC) +Gaotai County Tianhong +Biochemical Technology +Development Co., Ltd. +(Ҧ +பʮ̡) +(PRC) +Hainan +Pharmaceutical Research +Institute Co., Ltd. +(ה +பʮ̡) +(PRC) +Our Company +(PRC) +100% 100% 100% 100% +Jiangxi Tianzheng +Biotechnology Co., Ltd. +(Ҧ +ʮ̡) +(PRC) +Chifeng Bo-en +Pharmaceutical +Operation Co., Ltd. +(ᖹุᐄ +ʮ̡) +(PRC) +Gaotai County Tianhong +Sand Grass Industry +Development Co., Ltd. +(৷̨ጤ˂ᒿӍণପ +பʮ̡) +(PRC) +100% 100% 100% +100% +66.05% 1.58% 4.11% 4.11% 2.06% 1.64% 1.48% 1.17% 1.07% 4.51% +Qianhai +Tianzheng (1) +Aohai +Industrial (2) +Hanyi +Cultural +Exchange (3) +Xiangyi +Investment (4) +Chifeng +Bo-en +Jingtian (5) +Tianshun +Industrial (6) +Huafengming +Investment (7) +YANG +Kun(8) +0.25% +ZENG +Hong(9) +0.22% +Gangyuanhao +Investment (10) +Other 37 +Shareholders (11) +11.75% +Other public +Shareholders +Note: See the notes to ‘‘— Corporate Structure Immediately Before Completion of the Global Offering’’ in this +section. +HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE +–1 3 7– + + +--- page 147 --- +OVERVIEW +We are the largest provider and exporter of Human TAT in China and a fully integrated +antiserum platform company. An tiserum refers to a class of biological products that contain +immunoglobulins (also known as antib odies) or immunoglobulin F(ab’) 2 fragments and are prepared +from immunized plasma. It is used to provide immed iate protection and treatment against various +critical medical conditions, including tetanus, snakebite envenoming and rabies, which require +immediate intervention to neutralize pathogens or toxins and save lives. The Chinese and global +human antiserum markets are large with significant growth potential. Accord ing to Frost & Sullivan, +the global human antiserum market increased from US$281.8 million in 2020 to US$437.6 million in +2025, and is expected to continue to increase to U S$1,399.9 million in 203 0 and US$2,860.7 million +in 2035. The human antiserum market in China increased from US$50.2 million in 2020 to US$64.2 +million in 2025, and is expected to continue to in crease to US$190.2 million in 2030 and US$440.5 +million in 2035. +We are the largest Human TAT provider in China and globally, with a market share of 65.8% +and 45.8%, respectively, in terms of sales volu me in 2025, according to Frost & Sullivan. Tetanus +antitoxin is an antiserum that prov ides immediate protection and trea tment against tetanus infection +by neutralizing the toxin produced by Clostridium tetani , the bacterium responsible for tetanus. Our +total sales volume of Human TAT in 2025 was 29.9 million units, with 13.5 million units sold in +China and 16.4 million units exported to overseas markets. We have consistently dominated the +Human TAT market in China, maintaining a marke t share of above 50% for 19 consecutive years, +according to Frost & Sullivan. During the Track Record Period, our Human TAT has been exported +to more than 30 countries and regions in Asia and Africa, accounting for nearly 100% of China’s +export volume. We are the largest Human TAT prov ider in the Philippines and Egypt, with market +shares of around 90% in terms of sales volu me in 2025, according t o Frost & Sullivan. +BUSINESS +–1 3 8– + + +--- page 148 --- +We have built a synergistic portfolio of human and veterinary pharmaceutical products. In addition to Human TAT, our existing products +include veterinary tetanus antitoxin and PMSG which are poised for market launch upon completion of re-registration of marketing approvals. +We have also built a diversified pipeline targeting various market segm ents, including a series of human snake antivenoms, equine rabies +immunoglobulin F(ab’) +2, and a variety of veterinary anti-infective drugs. The following chart summarizes the development status of our major +existing products and product candidat es as of the Latest Practicable Date: +Product +For Human Use +Human tetanus antitoxin +Agkistrodon halys +antivenom +Agkistrodon acutus +antivenom +Polyvalent snake +antivenom +Equine rabies +immunoglobulin F(ab’)2 +Veterinary tetanus +antitoxin(2) +PMSG(2) +Bursal peptide injection(3) +Pig spleen transfer factor(3) +Recombinant porcine +interferon α(3) +Antiserum product +Antiserum product +Antiserum product +Antiserum product +Antiserum product +Antiserum product +Serum-derived +product +Anti-infective drug +Anti-infective drug +Anti-infective drug +For Human Use For Veterinary Use +Tetanus infection +Agkistrodon halys venom infection +Agkistrodon acutus venom +infection +Multiple types of +snake venom infections +Rabies virus infection +Animal tetanus infection +Promotion of livestock follicular +development and breeding +management +Enhancement of humoral immune +function in pigs and chickens +Enhancement of cellular immune +function in pigs +Porcine transmissible +gastroenteritis +Internally- +developed +Internally- +developed +Internally- +developed +Internally- +developed +Internally- +developed +Internally- +developed +Internally- +developed +Licensed-in +Licensed-in +Licensed-in China, MOA +China, MOA +China, MOA +China, MOA +China, MOA +China, NMPA +China, NMPA +China, NMPA +China, NMPA +China, NMPA(4) +Phase I clinical completed +Phase I clinical trial ongoing since December 2025 +Process research ongoing +Process research ongoing +Initiate Phase II clinical trial +in June 2026 +/ +Complete Phase I clinical trial +in June 2026 +Complete process research +in 2027 +Complete process research +in 2027 +Obtain marketing +approval in June 2026 +Obtain new veterinary drug +certificate in July 2026 +Market launch in Q4 2026 +Submit new veterinary drug +application in September 2026 +For Veterinary Use +Type Indication +Internally +developed/ +Licensed-in +Process +Research +Preclinical/ +IND Clinical(1) +Application/ +Reregistration for +Marketing Approval +Marketing Approval Upcoming Milestone +Global +Global +Global +Global +Global +Global +Global +Global +Global +Global +Commercial Rights +Targeted Jurisdictions +and +Competent Authorities +Marketing approval obtained and commercialized +NVDA filed +Marketing approval obtained in September 2025 +Preparation for NVDA +Re-registration application submitted +Re-registration application approved in March 2026 Market launch in July 2026 +Abbreviations: NMPA = the National Medical Products Administration of the PRC ( 中華人民共和國國家藥品監督管理局), the successor to the China Food and Drug +Administration ( 國家食品藥品監督管理總局); MOA = Ministry of Agriculture and Rural Affairs of the PRC ( 中華人民共和國農業農村部); NVDA = new veterinary drug +application. +Notes: +(1) Development of human pharmaceutical products typically progresses th rough multiple phases (generally from Phase I to Phase III) of clinical tri als before new drug +application (‘‘NDA’’) submissions, while the development process of biological veterinary pharmaceutical products does not necessarily need to go through Phase I to +Phase III clinical trials and therefore offers veterinary dr ug developers more flexibilit y in clinical trial designs. +(2) Our veterinary TAT and PMSG, as well as certain hormonal pharmaceutical drugs designed to complement or support PMSG treatments, are poised for ma rket launch +upon completion of re-registration of marketing approvals. Chifeng Bo-en Pharmaceutical, which became our subsidiary in 2020, obtained marketing approvals in +China for veterinary TAT and PMSG in 2018, which expired in 2023. Following th e acquisition, we decided to redesign the veterinary drug manufacturing facility in +Chifeng with technological upgrades and process improvements, which are necessary to comply with certain more stringent quality standards require db yt h el a t e s t +version Chinese Veterinary Pharmacopoeia issue d by the Ministry of Agriculture and Rural Affairs of the PRC in 2020. As a result, the production has be en suspended +since early 2021, and the marketing approvals were not renewed upon expirati on. We had submitted re-registration application for veterinary TAT in C hina and expect +to receive the approval in June 2026. We received the re-registration approval for PMSG in March 2026. +(3) We have in-licensed the manufacturing a nd commercialization rights to these pro duct candidates on a non-exclusive basis. +(4) In addition to the domestic sales, our Human TAT has been exported to more than 30 countries and regions in Asia an dA f r i c ad u r i n gt h eT r a c kR e c o r dP e riod. +BUSINESS +–1 3 9– + + +--- page 149 --- +We are one of the few antiserum companies in China and globally to achieve full-industry-chain +integration, according to Frost & Sullivan, with end -to-end capabilities spanning the entire industry +value chain — from animal farming and breeding, antigen development and testing, host animal +immunization, immunized plasma collection to antib ody purification and formulation. Our animal +immunization and antiserum prepar ation processes are underscored by a comprehensive technology +platform, which integrates advanced purificati on and formulation technologies and allows us to +maintain high technical barriers and ensures the qu ality and efficacy of our products. According to +Frost & Sullivan, we are the only company glob ally to use recombinant protein, mRNA and +serum-free antigens to develop antiserum products. On the forefront of quality improvement and +technological upgrade of the antiserum industry, we are the first and only company in China to +introduce preservative-free packaging and Pasteur virus removal/inactivation technology for Human +TAT, according to Frost & Sullivan. +We have the largest equine breeding and immuni zed plasma collection facility operated in +accordance with the GMP standard in China, ensuri n gas t a b l es u p p l yo fh i g h - q u a l i t yr a wm a t e r i a l s +for our antiserum and serum-derived products. We have established in-house manufacturing +facilities for human and veterinary pharmaceutica l products to ensure scalability, quality, and cost +efficiency. +The following map illustrates the geographical d istribution of our key production facilities and +operational bases as of December 31, 2025 : +Gansu Ñ Zhangye +Horse breeding and plasma collection +Inner Mongolia Ñ Chifeng +Production of veterinary pharmaceutical products +Jiangxi Ñ Ji’an +Production of human pharmaceutical products +Shenzhen +R&D center (under construction) +Hainan +Provision of technical services for +pharmaceutical R&D +South China Sea +We maintain a global sales and distribution net work, including a comprehensive distribution +network in China that spans provincial, city, and county levels. This network ensures broad market +coverage and efficient delivery of our products to over 27,000 medical institutions, including over +1,700 tertiary medical institutions. In addition, our Human TAT, as included in Part A of the NRDL +(國家甲類醫保品種), the National Essential Drug List ( 國家基本藥目錄) and National Emergency +and Rescue Drugs Directory ( 國家急(搶)救藥品目錄), enjoys high market recognition, benefiting +from the advantage of full medical insurance reimbursement. +BUSINESS +–1 4 0– + + +--- page 150 --- +During the Track Record Period, our business experienced strong growth. Our total revenue +increased from RMB198.0 million in 2023 to RMB235.4 million in 2025. Our profit for the year also +surged from RMB55.5 million in 2023 to RMB 94.8 million in 2025. We have consistently +outperformed the market and outpaced the growt h rate of the Human TAT market in China during +the Track Record Period, primarily due to (i) the winning of bids of our Human TAT in the VBP +schemes which provided a high deg ree of transparency and certaint y in sales volume and enhanced +our bargaining power with distributors; and (ii) our stable and efficient in-house sales and marketing +team complemented by a highly responsive marke t feedback mechanism, which enabled us to adapt +to evolving market dynamics and remain competit ive in the market. We plan to further solidify our +leadership position in the Human TAT market, rapidly advance the development of our human +antiserum product pipeline, accelerate the devel opment and market penetration of our veterinary +pharmaceutical products, further optimize our technologies and processes to enhance product +quality and efficacy, and further enhance our fu ll-industry-chain capabilities, maximizing our +potential for growth and innovation. Leveraging our extensive technological advantages across the +entire industry chain, we aim to establish a stro ng presence as an antiserum platform company and +to develop pharmaceutical products tha t address unmet medical needs globally. +OUR COMPETITIVE STRENGTHS +A fully integrated antiserum platform company, driven by a synergistic portfolio of human and +veterinary pharmaceutical products and well-positioned to capture significant global market +opportunities +The history of our Group can be tracked ba ck to 1969 when Jiangxi Branch of Shanghai +Institute of Biological Products ( 上海生物製品研究所江西分所)w a se s t a b l i s h e di nJ i a n g x i .I n1 9 9 7 , +Jiangxi Institute of Biological Products ( 江西生物製品研究所), to which the history of our Group +can be traced back, obtained the marketing approval for Human TAT from the relevant government +authority in China. +We are the largest Human TAT provider in China and globally, with a market share of 65.8% +and 45.8%, respectively, in terms of sales volu me in 2025, according to Frost & Sullivan. In 2025, +our total sales volume of Human TAT were 29.9 million units, comprising 13.5 million units sold in +China and 16.4 million units exported to overseas markets. We have consistently dominated the +Human TAT market in China, maintaining a marke t share of above 50% for 19 consecutive years, +according to Frost & Sullivan. In addition to bei ng a top market player in China, we ranked the first +in terms of export volume of Human TAT in 2025 among China-based pharmaceutical companies. +During the Track Record Period, our Human TAT was exported to more than 30 countries and +regions in Asia and Africa, accounting for nearly 100% of China’s export volume during the relevant +year. We are the largest Human TAT provider in th e Philippines and Egypt, with market shares of +around 90% in terms of sales volume in 2025, according to Frost & Sullivan. +Antiserum is used to provide passive immunity p rotection and treatment, a medical practice +characterized by patients receiving pre-formed antibodies from an external source rather than +producing them through their own immune systems, against a variety of viral infections, bacterial +and bacterial toxin infections and b io-toxicosis. The use of antiserum products is well-established for +various critical medical conditions, including tetanus, snakebite envenoming and rabies. These +diseases continue to pose significant public health challenges, especially in developing countries and +regions where healthcare resources are relatively limited. The Chinese and global human antiserum +markets are large with significant growth potential. +Tetanus is a serious infectious disease of the nervous system caused by a toxin-producing +bacterium with mortality rate of 30.4% and 41.5% , respectively, in China and globally in 2025, +according to Frost & Sullivan, evidencing signifi cant needs for effective immunization solutions. +Globally, the incidence of tetanus-prone woun ds increased from 574.2 million in 2020 to 625.1 +million in 2025, and is expected to continue to in crease to 704.3 million in 2035. The incidence of +tetanus-prone wounds in Chin a increased from 85.5 million in 2020 to 94.7 million in 2025, and is +expected to continue to increase to 97.4 million i n 2035. Patients with tetanus-prone wounds are +BUSINESS +–1 4 1– + + +--- page 151 --- +recommended to receive tetanus passive immunity products for immediate protection. The tetanus +passive immunity market has exhib ited robust growth momentum. Ac cording to Frost & Sullivan, +the global tetanus passive immunity market in creased from US$222.5 million in 2020 to US$325.4 +million in 2025, and is expected to continue to incr ease to US$626.2 million i n 2030 and US$1,058.6 +million in 2035. The tetanus passive immunity mark et in China increased from US$162.0 million in +2020 to US$224.4 million in 2025, a nd is forecasted to continue to increase to US$272.2 million in +2030 and US$344.0 million in 2035. The tetanus passive immunity market is segmented into +polyclonal antibodies and monoclonal antibodies, while polyclonal antibodies can be further +categorized into equine plasma-derived polyclonal antibodies (namely, Human TAT and Equine +Tetanus Immunoglobulin F(ab’) +2) and human plasma-derived polyclonal antibodies (namely, +HTIG). Polyclonal antibodies contain a mixture of antibodies that bind multiple epitopes on an +antigen, and monoclonal antibodies contain identi cal antibodies that bind a single, specific epitope +on an antigen, and are produced by a single clone of B-cells. Human TAT is the most widely utilized +tetanus passive immunity product and occupies a sig nificant share of the market. According to Frost +& Sullivan, the global Human TAT market incr eased from US$60.1 million in 2020 to US$95.1 +million in 2025, and is expected to continue to in crease to US$242.8 million in 2030 and US$439.5 +million in 2035. The Human TAT market in China increased from US$21.8 million in 2020 to +US$34.4 million in 2025, and is expected to contin ue to increase to US$41.0 million in 2030 and +US$61.2 million in 2035. We are also the largest p rovider of human tetanus passive immunity +products in China, with our sales volume of Human TAT in 2025 accounting for 41.1% of the +market, according to Frost & Sullivan. +We believe that equine plasma-derived polycl onal antibodies offer various advantages, +including (i) broad-spectrum potential to ta rget a wide range of antigens while reducing +susceptibility to resistance and minimizing the ri sk of immune escape, (ii) fewer ethical and safety +concerns (such as the risk of infectious disease tra nsmission) associated with human plasma-derived +products, (iii) lower production c osts and greater econ omic accessibility, facilitating scalable +manufacturing and reducing the financial burden on patients and healthcare systems, and (iv) a short +development cycle, making them well-suited for r apid responses to unanticipated public health +emergencies caused by infectious diseases. +We are one of the few antiserum companies in China and globally to achieve full-industry-chain +integration. Our full-industry-c hain capabilities allow us to achieve reliable quality and cost control +and ensure stable and timely supply. By strategic ally focusing on the expansive global antiserum +market and leveraging our extensive technologica l advantages across the entire industry chain, we +aim to establish a strong presence as an antiserum p latform company and to develop pharmaceutical +products that address unmet medical needs globally. +Meanwhile, we have a number of veterinary pharmaceutical products that are poised for +market launch upon completion of re-registration of marketing approvals. We anticipate that our +portfolio of human and veterinary pharmaceutical products will drive rapid growth in our business. +For example, our veterinary tetanus antitoxin is anticipated to be launched in July 2026. According +to Frost & Sullivan, the veterinary tetanus antito xin market is expected to grow from US$2.3 million +in China and US$37.3 million globally in 2025 to U S$11.2 million and US$88.9 million in 2030, +which is further forecasted to reach US$35.2 million in China and US$136.7 million globally in 2035. +As of the Latest Practicable Date, only four companies had obtained marketing approvals from the +Ministry of Agriculture in China for veterinary tetanus antitoxin. In addition, we aim to launch our +PMSG in July 2026 and will also explore various ex port markets. PMSG is a glycoprotein hormone +derived from the serum of pregnant mares and h as been widely used to enhance reproductive +performance and management of livestock. Accord ing to Frost & Sullivan, the global veterinary +PMSG market is expected to increase from US $265.9 million in 2025 to US$335.6 million in 2030 +and US$405.3 million in 2035. The veterinary PMSG m arket in China is expected to increase from +US$75.7 million in 2025 to US$104.5 million in 2030 and US$146.2 million in 2035. Currently, the +global PMSG market is dominated by a few large-scal e multi-national enterprises. As of the Latest +Practicable Date, there were nine approved manuf acturers of PMSG APIs in China. The production +of PMSG API requires high technical standards, whereas the PMSG formulations are typically +BUSINESS +–1 4 2– + + +--- page 152 --- +produced by combining the API with excipients, an d therefore are less technically demanding. Our +PMSG API has a high purity with biological poten cy of over 2,000 IU/mg, meeting the stringent +standards set by the latest veterinary pharmacopoeia in both China and the European Union. +According to Frost & Sullivan, t he global veterinary drug market is expected to increase from +US$53.8 billion in 2025 to US$82. 1 billion in 2030 and US$128.1 billion i n 2035. The veterinary drug +market in China is expected to increase from U S$10.9 billion in 2025 to US$16.2 billion in 2030 and +US$23.8 billion in 2035. Despite the significant gro wth, the veterinary pharmaceutical market faces +significant challenges, particularly the growing c oncerns for antibiotic re sistance in the livestock +industry. The presence of antibiotic residues in animal-derived food products poses series risks to +public health, as prolonged exposure can contr ibute to bacterial resistance, reducing the +effectiveness of antibiotics in both human and ve terinary medicine. In response, the WHO and the +PRC government have implemented regulations a nd policies to restrict or ban the use of certain +traditional veterinary antibiotics in animal husba ndry. The implementation of these regulations and +policies has created huge unmet needs for anti-infective and immunity-enhancing alternatives. We +believe that we are positioned to address these cha llenges and to capture substantial market shares. +A differentiated pipeline of human and veterinary pharmaceutical product candidates targeting growing +market segments, creating significant opportunities for revenue growth +With our extensive experience and deep expertis e in human antiserum products and leveraging +our full-industry-chain capabilit ies, we have built a differentiated p ipeline of human and veterinary +pharmaceutical product candidates targeting critical unmet needs. Sp ecifically, we are expanding our +portfolio of human antiserum products and are developing snakebite antivenoms and equine rabies +immunoglobulin F(ab’) +2. In addition, we have in-licensed the manufacturing and commercialization +rights to a pipeline of veterinary anti-infective d rugs. These product candidates target to capture +significant blue-ocean market opportunities, cre ating new growth opportunities for our business. +Snake Antivenom Candidates +Snakebite is a neglected public health issue in many tropical and subtropical countries, most +commonly in Southeast Asia, A frica and Latin America. Acco rding to Frost & Sullivan, the +incidence of venomous snakebites globally an d in China in 2025 was 2.7 million and 0.28 million, +respectively. Bites by venomous snakes have severe negative consequences as it may cause permanent +disfigurement and/or disabilities, including limb amputations, and even deaths, according to Frost & +Sullivan. The WHO has recognized snake antivenom s as the only effective treatment to prevent or +reverse most of the venomous effects of snakebites and have included snake antivenoms in the WHO +Model List of Essential Medicines. However, th e antivenom market in China is significantly +underserved, presenting substantial opportunities for our product candidates to make a meaningful +impact. If calculated based on the WHO’s recommended dosage of four to six vials per person, the +overall annual market demand in China ranges fr om 1.2 to 1.8 million vials and there is a market gap +of over 1 million vials. With the growing awareness ab out snakebites and the increasing recognition +of the importance of antivenom in managing snake envenoming, the snake antivenom market is +expected to witness significant growth in the com ing years. According to Frost & Sullivan, the global +antivenom market is forecasted to increase f rom US$234.1 million in 2025 to US$853.5 million in +2035, and the snake antivenom market in China is e xpected to increase from US$23.4 million in 2025 +to US$100.0 million in 2030 and US$190.4 million in 2035. +We have a series of human snake antivenoms under development, including our agkistrodon +halys antivenom, agkistrodon acutus antiveno m, and polyvalent snake antivenom. We expect to +initiate a Phase II clinical trial for agkistrodon halys antivenom in June 2026, and we are currently +conducting a Phase I clinical trial for agkistrodon acutus antivenom. Our polyvalent snake +antivenom is currently under process research. +Our snake antivenom product candidates are des igned with a focus on high quality, purity and +safety. They have exhibited superior potency and e ffectiveness in neutralizing the venomous effects +of snakebites, achieving high specific activity an d robust neutralization capacities for hemorrhagic +BUSINESS +–1 4 3– + + +--- page 153 --- +venom activity, procoagulant venom activity and neurotoxicity. In addition, we leverage advanced +purification and formulation technologies to enhance the purity and quality of our snake +antivenoms. We believe our snake antivenom product candidates are well positioned to bridge the +market gap and deliver more effective treatme nt solutions for snakebite patients upon +commercialization. +Equine Rabies Immunoglobulin F(ab’) +2 Candidate +Rabies is a serious public health problem occurring in over 150 countries and territories, mainly +in Asia and Africa. Recognizing the urgent need to address this persistent public health challenge, +the WHO, in collaboration with other global stakeholders, has set an ambitious target: achieving +‘‘Zero Rabies Deaths by 2030.’’ Rabies is almost a lways fatal once clinical symptoms appear, which +underscores the need for urgent and effective post-exposure prophylaxis. Our equine rabies +immunoglobulin F(ab’) +2 under development, as a passive immunity product, is poised to +complement the active immunity products (namely, vaccines). A ccording to WHO guidelines, +patients with Grade III rabies exposure are recom mended to use passive immunity products as there +may not be sufficient time before the vaccine-indu ced immune responses devel op. According to Frost +& Sullivan, the incidence of Grade III rabies expo sure in China increased from 15.6 million in 2025 +to 17.2 million in 2035. In 2025, among these 15.6 million high-risk individuals, only 10.5%, or +about 1.6 million, received passive immunization tr eatment, indicating significant unmet clinical +needs. The growing demands for passive immunity products are also driven by no or inadequate +immune responses to rabies vaccine s among certain patient groups. As of the Latest Practicable +Date, no equine rabies immunoglobulin F(ab’) 2 had been approved for sale in China, and all +companies with marketing approvals for traditio nal equine rabies antiserum had discontinued +commercialization as a result of inability to achieve market acceptance caused by a high incidence of +adverse reactions. With a deeper understanding of the role of passive immunity products in rabies +control, the rabies passive immunity market (cur rently dominated by human plasma-derived rabies +immunoglobulin which is associated with limited availa bility and high pricing) in China is expected +to increase from RMB1.9 billion in 2025 to RMB3. 2 billion in 2030 and RMB7.3 billion in 2035. Our +equine rabies immunoglobulin F(ab’) 2 is currently under process research. We have designed our +equine rabies immunoglobulin F(ab’) 2 to target novel antigens, which improves the purity of +antibodies produced in host ho rses while minimizing the formatio n of non-specific antibodies, +thereby enhancing therapeutic e fficacy and safety. In addition, we leverage advanced purification +and formulation technologies to enhance the pu rity and quality of our equine rabies immunoglobulin +F(ab’)2. We believe that our quality and affordab le equine rabies immunoglobulin F(ab’) 2 is well +positioned to capture significant shares in the vast and fast growing market segment. +Veterinary Anti-Infective Drug Candidates +We have in-licensed from Independent Third Par ties the manufacturing and commercialization +rights to a number of veterinary anti-infective drugs, with two category I new veterinary drug +candidates, namely, bursal peptide injection, rPoIFN- α, and one category III new veterinary drug +candidate, namely, pig spleen transfer factor. +Current prevention and treatment methods for livestock and poultry infectious diseases +primarily rely on vaccines and anti biotics. The veterinary anti-infective drug market in China is +expected to increase from US$5.4 billion in 2 025 to US$6.9 billion in 2030 and US$9.9 billion in +2035. With the increasing global demands for safe and e ffective alternatives to traditional antibiotics +for livestock and poultry, combined with our early- mover advantage, we believe that our in-licensed +veterinary anti-infective drug candidates ar e well-positioned to seize significant market +opportunities. +Bursal peptide injection is an immunomodulato r extracted from the bursa of chickens and is +indicated for enhancement of the humoral immune function in pigs and chicken. As of the Latest +Practicable Date, three companies in China, in cluding our Company, had received registration +approval for bursal peptide injection. +BUSINESS +–1 4 4– + + +--- page 154 --- +Pig spleen transfer factor is an immunomodulator extracted from pig spleen and is indicated for +the enhancement of the cellular immune function in pigs. According to Frost & Sullivan, only four +companies, including our Comp any, had obtained marketing approval from the Ministry of +Agriculture in China for pig spleen transfer factor. +rPoIFN α is an anti-infective therapeutics indicated f or porcine transmissible gastroenteritis. +As of the Latest Practicable Date, no rPoIFN- α had been approved for sale in China and globally, +according to Frost & Sullivan. rPoIFN α is a biologic developed using innovative engineering +technology, with the potential to offer superi or safety and efficacy as well as broad-spectrum +antiviral and immunomodulatory functions. +The bursal peptide injection has submitted N VDA, with new veterinary drug registration +certificate anticipated to be obtained in July 2026. We received the new veterinary drug registration +certificate for pig spleen transfer factor in September 2025. rPoIFN α has completed clinical studies, +with a NVDA expected to be submitted in September 2026. +A comprehensive technology platform, enabling continuous optimization and innovation of animal +immunization and antiserum preparation processes +We are a fully-integrated antiserum platform company and one of the few in China that are +committed to continuous optimization and inno vation of animal immunization and antiserum +preparation processes, accord ing to Frost & Sullivan. Our anim al immunization and antiserum +preparation processes are underscored by a compr ehensive technology platform, which allows us to +maintain high technical barriers and ensure s the quality and efficacy of our products. +. Antigen Development and Testing: Our high-efficiency antigen development and testing +platform utilizes traditional inactivated anti gens alongside advance d technologies, such as +recombinant protein, mRNA and serum-free t echnologies, to rapidly screen for antigen +candidates with strong immunogenicity. Acco rding to Frost & Sullivan, we are the only +company globally to use recomb inant protein, mRNA and serum-free antigens to develop +antiserum products. We continuously opt imize inactivated antigen purification +technology and immunoadjuvant formulation t o ensure consistent quality and potency +for animal immunization. +. Host Animal Immunization and Immunized Plasma Collection: We strive to maintain the +health and well-being of host animals while inducing efficient immune responses and +high-titer antibodies. Advanced animal healt h monitoring systems and welfare practices +are in place, which are operated in accordan ce with EU standards. The average antibody +titer of our immunized equine plasma has incr eased from approximately 1,500 IU/mL in +2023 to nearly 2,000 IU/mL in 2025. This enhancement has significantly improved the +potency and efficacy of our antiserum products. +. Antibody Purification: We employ advanced purification technologies to enhance the +purity of our products and reduce the risks of a dverse reactions while maintaining their +cost-effectiveness and accessibility. We are the first and only company in China to +introduce preservative-free vial packaging for Human TAT, according to Frost & +Sullivan. In addition, we rolled out a number o f technological advancements during the +Track Record Period, including the adoption of ultrafiltration process and Pasteur virus +removal/inactivation. According to Frost & Sullivan, we are the first in the antiserum +market in China to implement Pasteur virus re moval/inactivation technology. Through +these technological advancements, the specific activity of our Human TAT can reach up +to 90,000 IU/gP and the average specific activity increased from approximately 63,910 +IU/gP in 2023 to approximately 79,676 IU/gP in 2025, which significantly exceeds the +Chinese Pharmacopoeia standard of 45,000 IU/gP and is comparable to that of the much +more expensive Equine Tetanus Immunoglobulin F(ab’) +2.W eh a v ea l s ob e e np u r s u i n g +certain advancements in purification technologies, such as octanoic acid purification, ion +exchange chromatography and pathogen-spec ific affinity chromatography. We are the +only player in the global antiserum market to have integrated all these technologies, +according to Frost & Sullivan. +BUSINESS +–1 4 5– + + +--- page 155 --- +We have a dedicated in-house R&D team compri sing 43 full-time members as of December 31, +2025. These experts possess specialized knowledge in key areas such as pharmacology, +biotechnology, health management, and animal immunology, providing strong technical support +for our innovation-driven growth. Our core technologies and product portfolio are protected by a +comprehensive patent portfolio, which consisted 5 2 registered patents as of the Latest Practicable +Date. +We have established collaboration relationships with renowned research institutions such as +Southern University of Science and Technology ( 南方科技大學) and technology companies to jointly +undertake R&D projects. These collaborations are designed to leverage the expertise and +technological capabilities of both parties t o accelerate innovation and advancement. +Well-established commercial capabilities w ith global sales and distribution network +We maintain a global sales and distribut ion network, which, combined with our +well-established commercial capabilities, have been a key driver for our strong sales growth. We +have developed a comprehensive distribution net work in China, spanning provincial, city, and +county levels. This network, comprising a total of 421 distributors as of December 31, 2025, ensures +broad market coverage and efficient delivery of our products to over 27,000 medical institutions, +including over 1,700 tertiary medical institutions in China. +Our Human TAT, as included in Part A of the NRDL ( 國家甲類醫保品種), the National +Essential Drug List ( 國家基本藥目錄) and National Emergency and Rescue Drugs Directory ( 國家急 +(搶)救藥品目錄), enjoys high market recogn ition. Benefiting from the advantage of full medical +insurance reimbursement, our Human TAT is more readily accepted by medical institutions and +patients. Leveraging our deep industry experience, we are able to anticipate market demands and +proactively plan technological advancements. This foresight not only reinforces our market position +but also enhances our pricing power. +We actively respond to VBP policies, which has fu rther broadened our hospital access channels +and enhanced our bargaining power with distributo rs, allowing us to achieve higher average selling +prices. In particular, in August 2023, our Human TAT participated in the centralized VBP scheme +organized by the Beijing-Tianjin-Hebei pharmaceu tical alliance and was selected as the exclusive +winner with an allocated share of 100%. In Dec ember 2023, our Human TAT participated in the +centralized VBP scheme for ‘‘Shortage and Emergency Rescue Products’’ led by Guangdong +Province, covering 27 provinces and cities. We w o nt h et o pb i d ,w i t ha na l l o c a t e ds h a r eo f7 2 % . +In addition, our Human TAT has been exported to more than 30 countries and regions in Asia +and Africa through domestic and overseas distri butors during the Track Record Period. As of +December 31, 2025, we had 24 distributors for export sales. Leveraging their extensive experience +and local resources, these export distributors have enabled us to achieve deep market penetration in +the overseas markets. We closely monitor oversea s government tender opportunities and explore +potential sales channels. In 2024, our product su ccessfully won the Ethiopian government’s tender +for 4.8 million ampoules of Human TAT. Our expor t sales of Human TAT increased from RMB49.1 +million in 2023 to RMB61.4 million in 2025. The growth in export sales reflects our continued efforts +to diversify our sales channels, expand our interna tional presence and strengthen our global market +position. +We have a stable and efficient in-house sales and marketing team, complemented by a highly +responsive market feedback mechanism. As of De cember 31, 2025, our in-house sales and marketing +team comprised 33 employees with professional backgrounds and experience in fields such as +medicine, biology, international economics and trade and other related areas. Our in-house sales and +marketing team conducts extensive research to gather insight on market dynamics and competitive +landscapes across various countries. We believe th at our effective commercial capabilities will allow +us to continue to enhance our market awareness and penetration. +BUSINESS +–1 4 6– + + +--- page 156 --- +Distinct full-industry-chain capabilities with rigor ous quality control system, ensuring stable supply and +cost efficiency +We are a fully-integrated antiserum platform co mpany with end-to-end capabilities spanning +the entire industry value chain — from animal f arming and breeding, antigen development and +testing, host animal immunization, immunized pl asma collection to antibody purification and +formulation. We are one of the few antiserum companies in China and globally to achieve +full-industry-chain integration. Our full-industry-cha in capabilities are supported by our in-house +GMP-standard infrastructure and rigorous quality control system, which allow us to ensure stable +product supply while driving cost reduction and efficiency enhancement. +Our equine breeding and plasma collection base l ocated in Zhangye, Gansu has the capacity to +accommodate and breed up to 4,000 horses. With around 15 years of professional breeding +experience, this base is the largest equine breedin g and immunized plasma collection facility operated +in accordance with the GMP standard in China, ensuring a stable supply of high-quality raw +materials for our antiserum and serum-derived products. Our equine breeding and plasma collection +base is equipped with advanced plasmapheresis technology for high-purity plasma extraction, +producing over 100 million mL o f plasma annually in 2025. +Our GMP-standard human biopharmaceutical m anufacturing facility is located in Ji’an, +Jiangxi Province with a total GFA of 11,540 sq.m. It houses three dedicated production lines for the +manufacturing of Human TAT and other antiserum products under development. This facility is the +first in China’s antiserum industry to adopt isola tor-based aseptic filing technology, according to +Frost & Sullivan. +In addition, we have a veterinary drug manufa cturing facility in Chifeng, Inner Mongolia, +which underscores our commitment to expanding our veterinary pharm aceutical product portfolio. +This manufacturing facility is currently undergoing renovation and equipment installation for +various production lines, with a PMSG production line being designed and built in accordance with +both the latest version Chinese Veterinary Pharm acopoeia and EU GMP standards. In particular, +the construction of our production line for veterina ry tetanus antitoxin was completed in September +2025, and is expected to commence operations in June 2026. +We have implemented rigorous quality control procedures and protocols to ensure the quality +and consistency of our products. We also pay c lose attention to the evolving standards and +regulatory developments in the target markets an d update our internal procedures accordingly, +striving for the highest standards in patient safety and regulatory compliance. +Our subsidiary, Hainan Pharmaceutical Resear ch Institute, has obtained China Metrology +Accreditation (‘‘CMA ’’) certification and been authorized by the Hainan Provincial Institute for +Drug Control ( 海南藥檢所) to operate its GLP safety assessmen t center. This enables us to conduct +safety evaluation of our product candidates in-house, further enhancing our full-industry-chain +capabilities. +Benefiting from our substantial investment in the full-industry-chain capabilities that are +difficult for competitors to replicate, we have the a bility to independently control each aspect across +the entire production lifecycle from raw material supply to manufacturing of finished products. This +affords us a dominant advantage in terms of cost and quality control, ensuring pricing flexibility and +profitability. In addition, the full-industry-chai n integration allows us to bring additional product +candidates efficiently and cost-effectively from b ench to bedside, providing a solid foundation for +the continuous expansion of our product portfolio. +Experienced management team with profound industry insight +Our success is significantly attributed to our seasoned management team, who have deep +industry insight and extensive expertise. They a re well-versed in various aspects of our business, +including overall operations, research and dev elopment, livestock management, domestic and +international sales, and registration affairs. Th e i re x p e r t i s ee n a b l e su st om a s t e rt h ec o r ek n o w - h o w +BUSINESS +–1 4 7– + + +--- page 157 --- +across every segments of our business and industry. We are also committed to bringing in younger +management talent, who infuse our established opera tions with vitality and fresh perspectives, while +offering an international vision a nd modern manageme nt philosophies. +Our management team is led by the chairperson of our Board, Ms. Jing Yue ( 敬玥), who boasts +extensive cross-industry operational experience. She holds a bachelor’s degree from Stern School of +Business of New York University and is currently pursuing a Ph.D. in business administration at the +Hong Kong Polytechnic University. Ms. Jing has been certified as a certified management +accountant by the Institute of Management Accountants since April 2019. She has been instrumental +in shaping our business strategies, including ou r strategic focus on innovative biological immune +antibodies and anti-infective drugs as well as our dual-flywheel growth model. +Our senior executives have long been involved in the antiserum industry and related industry +chains, offering invaluable expertise. Our gene ral manager, Mr. YAO Xiaodong has over 32 years of +experience in the pharmaceutical industry. He has been certified as a senior engineer in +pharmaceutical engineering and completed the EMBA advanced training program for senior +management in the pharmaceutical and medical device industry in China ( 全國醫藥、醫療器械行業 +高層管理人員工商管理EMBA 高級研修班)a tt h eI n s t i t u t eo fE x e c u t i v eD e v e l o p m e n to ft h eC h i n a +Food and Drug Administration ( 國家食品藥品監督管理總局高級研修學院) (currently known as the +Institute of Executive Development of the NMPA ( 國家藥品監督管理局高級研修學院). Mr. Yao led +five provincial and municipal-level science and technology projects and has been granted a number +of invention patents, underscoring his contributi ons to both technological a dvancements and project +leadership. Mr. HU Xiande, our deputy general manager and marketing director, has over 32 years +of experience in quality management and marketing. Mr. Ji Chong, our deputy general manager and +the head of our R&D team, brings over 37 years of ex perience in antiserum product research and +production. He has been certified as an engineer in medical biotechnology by the Shanghai Institute +of Biological Products since January 2000. +Our management team demonstrates a forward- looking vision, coupled with a high degree of +strategic insight and execution capability. In 2018, we established a Board-level R&D and +technology advancement group to spearhead the de v e l o p m e n to fn e wa n t i s erum product candidates, +as well as continuous technological advanceme nts for Human TAT. In 2020, we acquired Chifeng +Bo-en Pharmaceutical, expanding into veterinary pharmaceutical market. Driven by our +management’s focus on market needs and unmet demands as well as a co mmitment to continuous +innovation, we have made significant progress i n expanding our product offerings and global +footprints. With a number of new products to be launched over the next five years, we are poised for +sustained revenue growth. This forward-looking trajectory reflects our management’s proactive +approach and dedication to maximizing company value. +OUR STRATEGIES +Further solidify our leadership position in the Human TAT market +We have established a new production line for human antiserum products in vials and launched +a new packaging of Human TAT in October 2025, na mely, 0.75 ml vials containing 1,500 IU. In +addition, we rolled out a number of technological advancements during the Track Record Period. +We expect these technological advancements to crea te significant value and pricing opportunities, +enabling us to further expand our market shares in the overall tetanus passive immunity market. +We plan to enhance the academic recognition of our products and strengthen our brand +awareness in the medical community in China thr ough increased academic marketing efforts and +expanding our in-house sales team, further deepening our market penetration. As an undisputable +market leader, we position ourselves as a flagshi p brand of China-manufactured tetanus antitoxin +and remain committed to continuous optimization a nd innovation to enhance product safety and +efficacy, thereby improving overall healthca re outcomes in the PRC market. In addition, we will +target growing overseas markets for sales expansi on by collaborating with distributors to leverage +their local networks and resources. +BUSINESS +–1 4 8– + + +--- page 158 --- +Rapidly advance the development of human antiserum product pipeline +We plan to rapidly advance the development of our human antiserum product pipeline. In +particular, we will actively advance the preclinic al and clinical studies of snake antivenoms and +equine rabies immunoglobulin F(ab’) 2. We expect to initiate a Phase II clinical trial for agkistrodon +halys antivenom in June 2026, and are currently conducting a Phase I clinical trial for agkistrodon +acutus antivenom, with applications for marketi ng approvals anticipated to be submitted in late +2027 and early 2028, respectively. Our polyva lent snake antivenom and equine rabies +immunoglobulin F(ab’) +2 are currently under process research and we expect to complete process +research in 2027, followed by preclinical studies, and file an IND application for these two product +candidates in 2029. +Additionally, we intend to explore opportunities to develop other human antiserum products +for RSV infections and antibiotic-resistant bac terial infections to fill existing market gaps. +According to Frost & Sullivan, dru g-resistant bacterial infections are one of the leading causes of +human mortality. However, there is currently a significant unmet need for effective therapeutic drugs +for drug-resistant bacterial infections, particula rly for the treatment of hospital-acquired infections +and recurrent infections in th e elderly that require multiple hospitalizations. +Furthermore, our long-term anti serum development strategy extends beyond focusing only on +passive immunization to a combined approach of a ctive and passive immunization. We will explore +opportunities to develop active immunization prod ucts to offer more comprehensive solutions for +infectious diseases. +To support these initiatives, we intend to establish a new research and development center in +Shenzhen and recruit additional R&D personnel wit h diverse expertise and skillsets. By assembling a +team of experts from various fields, we aim to further strengthen our R&D capabilities and +accelerate our research and development efforts. +Accelerate the development and market penetration of our veterinary pharmaceutical product offering +We plan to accelerate the development and market penetration of our veterinary +pharmaceutical product offering. Together with o ur human pharmaceutical product offering, they +drive our business growth, addressing the growing concerns for antibiotic resistance. +Building upon the proven success of our Human T AT and our full-industry-chain capabilities, +we will pursue rapid commercializ ation and sales expansion of our v eterinary tetanus antitoxin. In +addition, we plan to establish a new production line for PMSG with technological upgrades and +process improvements to ensure compliance wit h both the latest version Chinese Veterinary +Pharmacopoeia and EU GMP standards. +In anticipation of the commercialization of the above mentioned products as well as our +in-licensed veterinary anti-infective drug can didates, we plan to recruit additional sales and +marketing personnel. These prod ucts and product candidates hold significant potential in the +veterinary pharmaceutical market, and their advan cement toward commercialization are significant +steps in expanding our product portfolio. +Further optimize our technologies and processes to enhance product quality and efficacy +We will continue to refine our purification tec hnologies and processes to elevate the quality and +efficacy of our products. As part of our technolo gical advancements, we plan to accelerate the +integration of advanced technol ogies, including octanoic acid purification, ion exchange +chromatography and pathogen-specific affinit y chromatography, across our existing and new +production lines. With the implementation of these technologies, we seek to continue to improve our +antiserum preparation processes and enhance the overall quality and production efficiency of our +human antiserum products. +Our technology upgrades also extends to the de v e l o p m e n to fa n t i g e n sand adjuvants. We will +continue to scale up antigen development technologies in support of our development of new human +antiserum products and, in the futu re, active immunization products. +BUSINESS +–1 4 9– + + +--- page 159 --- +Further enhance our full-in dustry-chain capabilities +We will establish a new antiserum biotechno logy complex in Ji’an, Jiangxi Province, +comprising a new commercial-scale manufa cturing facility and a new R&D and pilot-scale +manufacturing facility, mainly to support the clin ical trials and commercialization of our human +antiserum product candidates. We are also constructing a new production line for PMSG as well as +new production lines for our in-li censed veterinary anti-infective p roduct candidates to support their +upcoming market launch. With these expansion plan s, we believe that we are well-positioned to meet +future market needs. We will also fu rther enhance our full-industry -chain capabilities by obtaining +various production and inspection qualifications. +Furthermore, we will invest in advanced ma nufacturing equipment and enhance the +automation, semi-automation, and intelligen ce of our production lines and quality control +systems. By adopting lean production practices, we aim to improve efficiency, reduce costs, and +ensure consistent product quality. +OUR PRODUCTS AND SERVICES +During the Track Record Period, our principal source of revenue was the sales of Human TAT, +which accounted for 93.0%, 93.3% and 96.4% of our total revenue in 2023, 2024 and 2025, +respectively. In addition to the sales of Human TAT, we generated revenue from the sales of other +products, and the provision of technical services. The revenue from the sales of other products +represented 1.4%, 3.4% and 1.2% of our total revenue in 2023, 2024 and 2025, respectively, while +the revenue from technical services accounted for 5.6%, 3.3% and 2.4% of our total revenue in 2023, +2024 and 2025, respectively. Other products we sold during the Track Record Period primarily +included certain veterinary pharmaceutical pro ducts (mainly veterinary tetanus antitoxin and +PMSG) we sourced from third-party suppliers. +Our Existing Product Portfolio +Human TAT +Product Overview +Human TAT is an antiserum containing antibod ies to prevent and treat tetanus, an acute +infection caused by Clostridium tetani . It is primarily used for tetanus prophylaxis in high-risk +individuals and treatment of patients with tet anus symptoms. Currently listed in the National +Essential Drug List ( 國家基本藥物目錄), the National Emergency and Rescue Drugs Directory ( 國家 +急(搶)救藥品目錄), and Part A of the NRDL ( 甲類醫保目錄品種), our Human TAT is recognized +for its stable quality, reliability, and ease of admin istration. With its proven efficacy and affordable +pricing, it has gained widespread acceptance in clinical practice. For the years ended December 31, +2023, 2024 and 2025, the sales revenue of o ur Human TAT amounted to RMB184.1 million, +RMB205.9 million and RMB226.8 million, respecti vely, representing a CAGR of 11.0% from 2023 +to 2025. For the year ended December 31, 2025, our total sales volume of Human TAT was 29.9 +million units, comprising 13.5 million units sold in China and 16.4 million units exported to overseas +markets through domestic and overseas distributors. +Mechanism of Action and Specifications +Human TAT provides immediate passive immunity agai nst tetanus infection by neutralizing the +tetanospasmin toxin produced by Clostridium tetani , the pathogenic bacterium responsible for +tetanus. Human TAT is derived from plasma obtain ed from horses immunized w ith tetanus toxoid, +containing equine-deriv ed immunoglobulins F(ab’) +2 fragments, which binds to and inactivates free +tetanus toxin, thereby preventing the toxin from b inding to receptors on the surface of nerve cells. +This mechanism helps to avoid the central nervous s ystem dysfunction typically caused by the toxin, +such as muscle rigidity and spasms. By neutralizin g circulating toxins that have not yet bound to +nerve tissue, Human TAT effectively halts disease p rogression and reduces the severity of symptoms. +Our F(ab’) 2 fragment optimization utilizes enzymatic c leavage to remove allergenic Fc components +while preserving neutralizing efficacy. +BUSINESS +–1 5 0– + + +--- page 160 --- +Our Human TAT is administered via intramus cular or subcutaneous injection, with a +protective period of approximate ly two weeks. Human TAT is used both prophylactically (to prevent +tetanus infection) in high-risk individuals or those who have been exposed to the bacteria and +therapeutically in symptomatic patients, serving a s a critical intervention in tetanus prevention and +treatment, particularly in unvaccinated or inadequately vaccinated individuals. +Our Human TAT products primarily include Hum an TAT injection, which is a clear, colorless +to pale yellow liquid administered via subcutaneous or intramuscular injection. The standard single +dose of our Human TAT injection is 1,500 IU for prophylactic use to prevent tetanus infection and +10,000 IU for therapeutic use to treat active infections. During the Track Record Period, we +generated revenue from sales of Human TAT in s ix ready-to-use formats: 0.75 ml ampoules +containing 1,500 IU, 0.75 ml vials containing 1,500 IU, 0.95 ml ampoules containing 3,000 IU, 2.0 ml +ampoules containing 5,000 IU, 2.5 ml ampoules containing 10,000 IU and 2.5 ml vials containing +10,000 IU, each packaged in boxes of 10 ampoules or five vials, as applicable. This configuration +ensures clinicians have immediat e access to appropriate doses tailo red for prevention or treatment, +with packaging designed to maint ain ease of clinical deployment. +Additionally, we also offer Human TAT bulk, a semi-finished product available in two +concentrations, namely, 2,500 IU/ml and 3,0 00 IU/ml. Human TAT bulk is packaged in 10-liter +sterile glass bottles, with one bottle per box. Hum an TAT bulk is also derived from plasma obtained +from horses immunized with tetanus toxoid, processe d through pepsin digestion, and purified into a +liquid antitoxin immunoglobulin F(ab’) +2, completing the processes from plasma processing to +purification and aseptic filling. Our Human TAT bulk has been shipped to international +pharmaceutical manufacturers eq uipped with specialized facilities for further processing. These +end customers perform the final steps of sterile f iltration, quality testing, and filling into smaller +d o s a g ef o r m s( e . g . ,i n j e c t a b l ea m p o u l e so rv i a l s )p r ior to their commercial distribution in the market. +Regulatory Approvals and Development +In 1997, Jiangxi Institute of Biological Products ( 江西生物製品研究所), to which the history of +our Group can be traced back, obtained the marke ting approval for Human TAT from the relevant +government authority in China. The product is manufactured strictly in accordance with GMP +standards, ensuring high levels of safety and effectiveness. Benef iting from our early market entry +and superior product quality, we have consistently dominated the Human TAT market in China and +we are the largest exporter of Human TAT in China in terms of export volume in 2025. +Market Opportunities +The Chinese and global markets for human tetanus prevention and treatment are large, and are +expected to exhibit stable, long-term growth. Tetan us, a life-threatening infectious disease with high +mortality rates, remains a significant public heal th burden, particularly in developing regions with +limited healthcare infrastructure. The mortality r ate of tetanus was 30.4% and 41.5%, respectively, +in China and globally in 2025, a ccording to Frost & Sullivan. +The market of human tetanus prevention and treatment operates under a dual mechanism +combining active immunization and passive immuniza tion. Clinical pathways reveal complementary +roles between the two approaches. Vaccines, while effective, have limitations: they require time to +trigger antibody production (a immune response window period), and some individuals may not +respond adequately due to immune differences , especially those with low immunity. Passive +immunization, which directly administers specif ic antibodies, offers immediate protection, +countering these limitations, a nd provides immediate neutralizat ion for trauma exposure cases. +Integrating both tetanus immunization approach es enhances infection prevention and protects +vulnerable populations. Globally, the incidenc e of tetanus-prone wounds increased from 574.2 +million in 2020 to 625.1 million in 2025, and is expected to continue to increase to 704.3 million in +2035. The incidence of te tanus-prone wounds in China incre ased from 85.5 million in 2020 to 94.7 +million in 2025, and is expected to continue to in crease to 97.4 million in 2035. Patients with +tetanus-prone wounds are recomme nded to receive tetanus passive im munity products for immediate +protection. +BUSINESS +–1 5 1– + + +--- page 161 --- +The tetanus passive immunity market has exhib ited robust growth momentum. According to +Frost & Sullivan, the global tetanus passive immuni ty market increased from US$222.5 million in +2020 to US$325.4 million in 2025, an d is expected to continue to in crease to US$1,058.6 million in +2035. The tetanus passive immunity market in China increased from US$162.0 million in 2020 to +US$224.4 million in 2025, and is forecasted to conti nue to increase to US$344.0 million in 2035. The +tetanus passive immunity market is segmented into polyclonal antibodies and monoclonal +antibodies, while polyclonal antibodies can be f urther categorized into equine plasma-derived +polyclonal antibodies (namely, Human TAT and Equine Tetanus I mmunoglobulin F(ab’) +2)a n d +HTIG. Human TAT is the most widely utilized teta nus passive immunity product and occupies a +significant share of the market. According t o Frost & Sullivan, the global Human TAT market +increased from US$60.1 million in 2020 to US$95 .1 million in 2025, and is expected to continue to +increase to US$439.5 million in 2035. The Human TAT market in China increased from US$21.8 +million in 2020 to US$34.4 million in 2025 with a CAGR of 9.5%, and is expected to continue to +increase to US$61.2 million in 2035. +Competitive Landscape +The Human TAT market exhibits high market concentration in China, and we have maintained +undisputed leadership. We have consistently dominated the Human TAT market in China, +maintaining a market share of above 50% for 19 consecutive years, according to Frost & +Sullivan. We are the largest Human TAT provider in China and globally, with a market share of +65.8% and 45.8%, respectively , in terms of sales volume in 2025 , according to Frost & Sullivan. +We are also the largest provider of human teta nus passive immunity products in China, with +our sales volume of Human TAT in 2025 accoun ting for 41.1% of the human tetanus passive +immunity market, according to Frost & Sulliv an. Equine Tetanus I mmunoglobulin F(ab’) +2 contain +the same core active components as our Human TAT, with the main difference being purity. Our +Human TAT, as listed in the National Essential D rug List, the National Emergency and Rescue +Drugs Directory, and Part A of the NRDL, enjoys sig nificant market advantages in terms of policy +support and pricing. HTIG is subject to strict r egulatory policies on human plasma-derived +products, limited availability, and high product pri ces, resulting in a low market share. Considering +the above, according to Frost & Su llivan, the penetration rate of Human TAT in the tetanus passive +immunity market has a significant growth potential. +In addition to being a top market player in Chin a, we are also the largest exporter of Human +TAT in China, accounting for nearly 100% of China’s export volume in 2025. In the overseas +markets, major market players include renowned loc al or multinational pharmaceutical companies, +with one of them sourcing Human TAT bulk from our Company. +Competitive Advantages +The antiserum industry is characterized by hig h barriers to entry, requiring synergistic +capabilities across the industry value chain. Each segment of the industry value chain — from animal +farming and breeding, antigen development and testing, host animal immunization, immunized +plasma collection to antibody purification and fo rmulation — presents significant industrial and +resource barriers, making the industry highly technology-, resource-, and experience-intensive. +According to Frost & Sullivan, new entrants typica lly require 5 to 10 years to establish an industrial +foundation. After receiving marketing approv al, additional time is needed to build a market +presence, establish a distribution network, gain r ecognition from healthcare professionals, and +compete with established players. +We are one of the few antiserum companies in China and globally to achieve full-industry-chain +integration, according to Frost & Sullivan, eliminatin g any potential ‘‘bottlenecks.’’ As a result, we +have the ability to independently control each aspect across the entire production lifecycle from raw +material supply to manufacturing of finished p roducts. This affords u s a dominant advantage in +terms of cost and quality control, ensuring pricing flexibility and profitability. In addition, the +BUSINESS +–1 5 2– + + +--- page 162 --- +full-industry-chain integration allows us to brin g additional product candidates efficiently and +cost-effectively from bench to bedside, providing a solid foundation for the continuous expansion of +our product portfolio. +We continuously invest in rese arch and development to improve product safety and efficacy. +Through technological advancements and process improvements in antigen development and +antibody purification, the aver age antibody titer of our immunized equine plasma has increased +from approximately 1,500 IU/mL in 2023 to nearly 2,000 IU/mL in 2025. Meanwhile, the specific +activity of our Human TAT can reach up to 89,286 IU /gP and the average specific activity increased +from approximately 63,910 IU/gP in 2023 to approximately 79,676 IU/gP in 2025, which +significantly exceeds the Chinese Pharmacopoei a standard of 45,000 IU/gP and is comparable to +that of the much more expensive Equine Tetanus Immunoglobulin F(ab’) +2.W ea l s ol e v e r a g e +advanced purification and formulation techno logies to enhance the purity and quality of our +product. According to reports submitted to the National Center for Adverse Drug Reaction +Monitoring, the adverse reaction frequency of our Human TAT, which is the ratio of the number of +adverse reaction reports to the total sales in China during the same period, was only approximately +0.03% during the Track Record Period, which is significantly lower than 0.9% recorded by another +domestic manufacturer of Human TAT, accor ding to Frost & Sullivan. The vast majority of +reported adverse reactions were minor symptoms su ch as mild allergies, with no reported fatalities, +demonstrating the superior safety profile of our product. We are the first and only company in China +to introduce preservat ive-free vial packaging of Human TA T, according to Frost & Sullivan. We +launched a new packaging of Human TAT in October 2025, namely, 0.75 ml vials containing 1,500 +IU. +Our Human TAT, as included in the National Essential Drug List ( 國家基本藥物目錄), the +National Emergency and Re scue Drugs Directory ( 國家急(搶)救藥品目錄), and Part A of the +NRDL, enjoys high market recognition. Benefit ing from the advantage of full medical insurance +reimbursement, our Human TAT is more readily acce pted by medical institutions and patients. In +addition, we actively respond to VBP policies, which has further broadened our hospital access +channels and enhanced our bargaining power with distributors, allowing us to achieve higher +average selling prices. In particular, in August 2 023, our Human TAT participated in the centralized +VBP scheme organized by the Beijin g-Tianjin-Hebei pharmaceutical a lliance and was selected as the +exclusive winner with an allocated share of 100%. In December 2023, our Human TAT participated +in the centralized VBP scheme for ‘‘Shortage and Emergency Rescue Products’’ led by Guangdong +Province, covering 27 provinces and cities. We w o nt h et o pb i d ,w i t ha na l l o c a t e ds h a r eo f7 2 % . +Other Existing Products +Our existing products also include a number of vet erinary pharmaceutical products, including +veterinary tetanus antitoxin and PMSG, as well as certain hormonal pharmaceutical drugs designed +to complement or support PMSG treatments. +We sold certain veterinary pharmaceutical produ cts (mainly veterinary tetanus antitoxin and +PMSG) sourced from third-party suppliers during the Track Record Period. We purchase these +products from third-party veterinary drug c ompanies and earn a margin from on-selling and +distributing such products to our distributors. We purchased veterinary tetanus antitoxin and PMSG +from third-party suppliers, mainly because we suspended the production of these two products since +the beginning of 2021 and our veterinary drug ma nufacturing facility in Chifeng has been under +construction and renovation for technological u pgrades and process improvements. This interim +procurement strategy was essential to ensure uninterrupted supply to our customers, thereby +maintaining customer relationships. We do not ex pect the sales of third-party products to increase +significantly going forward, because we expect to launch our veterinary tetanus antitoxin and PMSG +in July 2026. +BUSINESS +–1 5 3– + + +--- page 163 --- +The veterinary tetanus antitoxin and PMSG purc hased from third-party suppliers are subject to +our quality control to ensure compliance with nati onal and industry standards, and are therefore +comparable in basic product quality. In addition to product delivery, we also provide after-sales +technical support services to assi st our customers in achieving opt imal use and performance of these +products. Accordingly, relevant customers have continued to cooperate with us during the Track +Record Period. For our own veterinary tetanus antitoxin and PMSG, we plan to adopt new +packaging and purification processes upon market launch, and our fully-integrated business model +together with our in-house horse breeding base provide us with competitive advantages in terms of +scale, cost efficiency, and regulatory compliance. As such, we believe that the risk that our customers +may directly purchase products from third-party suppliers in the future is low. +Veterinary Tetanus Antitoxin +Veterinary tetanus antitoxin is designed to prevent and treat tet anus infections in animals. It is +particularly used in cases of animal trauma or surge ry, where the risk of tetanus infection is higher. +By neutralizing the toxin and preventing its impac t on the animal’s nervous system, our veterinary +tetanus antitoxin provides rapid passive immune protection, address ing the demand for high-quality +veterinary tetanus antitoxin in the market. Acco rding to Frost & Sullivan, t he veterinary tetanus +antitoxin market is expected to grow from US$ 2.3 million in China and US$37.3 million globally in +2025 to US$35.2 million in China and US$136. 7 million globally in 2035. As of the Latest +Practicable Date, only four companies had obta ined marketing approvals from the Ministry of +Agriculture in China for veterinary tetanus antitoxin. +Chifeng Bo-en Pharmaceutical (which has become a subsidiary of the Company since 2020) +previously obtained marketing approval for vete rinary tetanus antitoxin in China in 2018, and such +marketing approval expired in 2023. After our acquisition of Chifeng Bo-en Pharmaceutical, we +decided to re-design the veterinary drug manufac turing facility in Chifeng with technological +upgrades and process improvements, which are n ecessary to comply with certain more stringent +quality standards required by the latest version Chinese Veterinary Pharmacopoeia issued by the +Ministry of Agriculture and Rural Affairs of the PRC in 2020. As a result, since the beginning of +2021, we have suspended the production of veterinary tetanus antitoxin, and did not renew the +market approval upon its expiration. We expect to receive the re-registration approval in China in +June 2026. Leveraging our extensive experience and deep expertise in human antiserum products and +our full-industry-chain capabilit ies, we will pursue rapid commerci alization and sales expansion of +our veterinary tetanus antitoxin. +Following commercialization, we plan to market our veterinary tetanus antitoxin in both the +PRC and overseas markets. We currently expect to focus on overseas markets in Southeast Asia and +Africa, initially including the Philippines, Indone sia, Vietnam, Egypt, Nigeria and Kenya. We intend +to leverage our existing overseas sales network fo r human TAT and sell veterinary tetanus antitoxin +through the same overseas distribution network. We believe such approach will facilitate market +penetration and improve comme rcialization efficiency. +Veterinary tetanus antitoxin is generally regula ted as an antiserum biological product and may +be sold in overseas markets after obtaining th e required local registration or marketing +authorization. We plan to prioritize product registrations in jurisdictions where we have +established distribution channels and experien ce with product registration processes, such as +Philippines, Egypt and Nigeria, and will pursue the re levant overseas registra tions and approvals in +accordance with applicable lo cal regulatory requirements. +Leveraging our extensive experience and deep expertise in human antiserum products, our +established overseas distribution network and our f ull-industry-chain capabilities, we will pursue +rapid commercialization and sales expansi on of our veterinary tetanus antitoxin. +BUSINESS +–1 5 4– + + +--- page 164 --- +PMSG +PMSG is a complex glycoprotein hormone derived from the serum of pregnant mares. It is a +serum-derived product which has been widely us ed to enhance reproductive performance and +management of livestock . The mechanism of action of PMSG inv olves stimulating ovarian follicle +development, thereby promoting estrus and ovulation in animals, which enhances breeding +efficiency. +PMSG is an essential product in the livestock breeding industry, with a large and stably +growing market demand. According to Frost & Sullivan, the global veterinary PMSG market is +expected to increase from US$265.9 million i n 2025 to US$405.3 million in 2035. As the economy +develops and living standards improve, meat c onsumption is expected to continue growing, +particularly in China, where the breeding industr y is expected to further scale up. China, being the +world’s largest pork-consuming market, drives the demand for efficient breeding solutions. The +veterinary PMSG market in China is expected to in crease from US$75.7 million in 2025 to US$146.2 +million in 2035. +The global PMSG market is dominated by a few la rge-scale multi-national enterprises. +According to Frost & Sullivan, as of the Latest P r a c t i c a b l eD a t e ,t h e r ew e r en i n ea p p r o v e d +manufacturers of PMSG APIs in China. Our PMSG API has a high purity with biological potency of +over 2,000 IU/mg, meeting the stringent standards set by the latest veterinary pharmacopoeia in both +China and the European Union. +Chifeng Bo-en Pharmaceutical previously obt ained marketing approvals for PMSG API and +injection in China in 2019 and 2018, respectively, and such marketing approvals expired in 2024 and +2023. For the same reasons mentioned above, sinc e the beginning of 2021, we have suspended the +production of PMSG API and injection, and did not renew their market approvals upon their +expiration. We received the re-registration app roval for PMSG API and injection in January and +March 2026, respectively. We launched PMSG API in January 2026. We aim to launch our PMSG +injection in July 2026 and will also explore various export markets. +Following commercialization, we plan to ma rket PMSG products in both the PRC and +overseas markets. For overseas markets, we ar e pursuing product regi strations and export +opportunities in multiple jurisdictions, including Brazil, and plan to expand into South America, +Southeast Asia, the Middle East and Africa. Depending on the regulatory requirements and market +conditions of the relevant jurisdictions, we may export either PMSG API or injection. We are also +exploring opportunities in markets with more str ingent regulatory requirements, including the +European Union and North America. +We plan to sell directly to overseas pharma ceutical manufacturers. PMSG is a mature +veterinary product and may be sold in overseas markets after obtaining the required local +registration or marketing authorization. To support our international expansion, we plan to obtain +the relevant overseas registrations and certificati ons, including the Certificate of Suitability issued by +the competent European authorities and compliance with applicable EU GMP requirements. +Our Pipeline Products Under Development +We employ a market-oriented approach to R&D, focusing on addressing significant unmet +medical needs in the antiserum and anti-infectiv e areas. We are expanding our portfolio of human +antiserum products and are developing snakebit e antivenoms and equine rabies immunoglobulin +F(ab’) +2. In addition, we have in-licensed the manufa cturing and commercialization rights to a +pipeline of veterinary anti-infective drugs. +BUSINESS +–1 5 5– + + +--- page 165 --- +Snake Antivenom Candidates +Snake venom contains neurotoxins, cytotoxins and hemotoxins which can cause severe local +tissue damage and systemic poisoning symptoms. Sn ake antivenom works by neutralizing the toxins +in snake venom to mitigate and prevent the progression of poisoning symptoms, thereby effectively +reducing morbidity and mortality. The productio n process involves inj ecting attenuated snake +venom into host animals, typically horses, to in duce immune responses, from which antibodies are +extracted and purified from the animal plasma. +According to Frost & Sullivan, the incidence o f venomous snakebites globally and in China in +2025 was 2.7 million and 0.28 million, respectively . Bites by venomous snakes have severe negative +consequences as it may cause permanent disfigu rement and/or disabilities, including limb +amputations, and even deaths, according to Frost & Sullivan. +The WHO has recognized snake antivenoms as the only effective treatment to prevent or +reverse most of the venomous effects of snakebites and have included snake antivenoms in the WHO +Model List of Essential Medicines. However, th e antivenom market in China is significantly +underserved. If calculated based on the WHO’s recommended dosage of four to six vials per person, +the overall market demand in China ranges from 1 .2 to 1.8 million vials, and there is a market gap of +over 1 million vials. According to Frost & Sullivan, t he snake antivenom mark et in China increased +from US$16.3 million in 2020 to US$23.4 million in 202 5, and is expected to continue to increase to +US$190.4 million in 2035. +Our pipeline of snake antivenom product cand idates mainly include agkistrodon halys +antivenom, agkistrodon acutus antivenom, and polyvalent snake antivenom. Agkistrodon halys +antivenom is a specific treatment for poisoning caused by agkistrodon halys bites. We expect to +initiate a Phase II clinical trial for agkistrodon halys antivenom in June 2026, and expect to submit +an application for marketing approval in late 2027. +Agkistrodon acutus antivenom is a specific treatment for poisoning caused by agkistrodon +acutus bites. We are currently conducting a Phase I c linical trial, and expect to submit an application +for marketing approval in early 2028. +Polyvalent snake antivenom is a specific treatment for poisoning caused by bites from multiple +types of venomous snakes. It can neutralize toxin s from various snake venoms, addressing clinical +treatment challenges when the type of snake is unknown. This makes it particularly valuable in +clinical settings. Its market potential is signific ant, especially in regions with a wide variety and +distribution of venomous snakes. Our polyvalent snake antivenom is currently under process +research. We plan to complete its process researc h in 2027, followed by prec linical studies, and file +an IND application in 2029. +Our snake antivenom product candidates are des igned with a focus on high quality, purity, and +safety. They have exhibited superior potency and e ffectiveness in neutralizing the venomous effects +of snakebites, achieving high specific activity an d robust neutralization capacities for hemorrhagic +venom activity, procoagulant venom activity and neurotoxicity. In addition, we leverage advanced +purification and formulation technologies to enhance the purity and quality of our snake +antivenoms. We believe our snake antivenom product candidates are well positioned to bridge the +market gap and deliver more effective treatme nt solutions for snakebite patients upon +commercialization. +Equine Rabies Immunoglobulin F(ab’) +2 Candidate +Our equine rabies immunoglobulin F(ab’) 2 candidate is a specific immunoglobulin that +provides immediate, temporary virus-neutralizing a ntibodies to the rabies antigen, used for passive +immunization against rabies. It is prepared from the serum of healthy horses immunized against +rabies through vaccination. +BUSINESS +–1 5 6– + + +--- page 166 --- +According to Frost & Sullivan, nearly 50 millio n people are exposed to rabies annually in +China. Rabies is almost always fatal once symptoms appear, making prompt and effective +post-exposure prophylaxis essent ial. Rabies immunoglobulin, a crit ical component of post-exposure +prophylaxis for rabies, provides immediate passive immunity and is particularly vital for neutralizing +the virus during the early stages of infection before vaccine-induced active immunity develops. +Our equine rabies immunoglobulin F(ab’) +2 is currently under process research. We have +designed our equine rabies immunoglobulin F(ab’) 2 to target novel antigens, which improves the +purity of antibodies produced in host horses wh ile minimizing the formation of non-specific +antibodies, thereby enhancing therapeutic efficacy and safety. In addition, we leverage advanced +purification and formulation technologies to enhance the purity and quality of our equine rabies +immunoglobulin F(ab’) +2. We anticipate to complete process research for our equine rabies +immunoglobulin F(ab’) 2 in 2027, followed by preclinical studies, and aim to file an IND +application for this product candidate in 2029. +Our equine rabies immunoglobulin F(ab’) 2 candidate, as a passive immu nity product, is poised +to complement the active immunity products (nam ely, vaccines). According to WHO guidelines, +patients with Grade III rabies exposure are recom mended to use passive immunity products as there +may not be sufficient time before the vaccine-indu ced immune responses devel op. According to Frost +& Sullivan, the incidence of Grade III rabies expo sure in China is expected to increase from 15.6 +million in 2025 to 17.2 million in 2035. In 2025, among t hese 15.6 million high-risk individuals, only +10.5%, or about 1.6 million, received passive immuniza tion treatment, indicating significant unmet +clinical needs. The growing demands for passi ve immunity products are also driven by no or +inadequate immune responses to r abies vaccines among certain patient groups. As of the Latest +Practicable Date, no equine rabies immunoglobulin F(ab’) 2 h a db e e na p p r o v e df o rs a l ei nC h i n a ,a n d +all companies with marketing approvals for traditional equine rabies antiserum had discontinued +commercialization as a result of inability to achieve market acceptance caused by a high incidence of +adverse reactions. According to Frost & Sullivan, t he incidence of adverse reactions of traditional +equine rabies antiserum could be as high as 12.5%, in cluding serious allergic reactions such as serum +sickness and anaphylactic shock. With a deep er understanding of the role of passive immunity +products in rabies control, the rabies passive immunity market (currently dominated by +human-plasma derived rabies immunoglobulin which is associated with limited availability and +high pricing) in China is expected to increas e from RMB1.9 billion in 2025 to RMB7.3 billion in +2035, according to Frost & Sullivan. +Veterinary Drug Candidates +In addition to our human pharmaceuticals, we have in-licensed the manufacturing and +commercialization rights to a pipeline of veterinar y anti-infective drugs, including bursal peptide +injection, pig spleen transfer factor and rPoIFN- α, on a non-exclusive basis from Independent +Third Parties. For details, see ‘‘— Collaboration and License Arrangement.’’ These product +candidates are designed to enhan ce animal immunity and prevent an d treat infectious diseases. +China is the largest livestock and poultry produc er in the world, with 1.1 billion pigs, 0.1 billion +cattle, 0.6 billion sheep and 24.6 billion poultry in 2025, according to Frost & Sullivan. Intense +farming systems compromise animal immunity, lea ding to frequent outbre aks of avian influenza, +African swine fever, porcine repro ductive and respiratory syndrome, and infectious bursal disease. +The outbreak of these diseases have caused signif icant economic losses. Meanwhile, the prevalence +of zoonotic diseases and the emergence of new variants pose significant threats to public health +security. Current prevention and treatment meth ods for livestock and poultry infectious diseases +primarily rely on vaccines and antibiotics. However, viral mutations and antibiotic resistance have +limited the effectiveness of these approaches. Addit ionally, the indiscriminat e use of antibiotics in +both human and animal healthcare h as accelerated the evolution o f resistant pathogens, posing +significant challenges to public health , food security, and animal welfare. +BUSINESS +–1 5 7– + + +--- page 167 --- +In response to these challenges, the WHO a nd the PRC governme nt have implemented +regulations and policies to restrict or ban the use of certain traditional veterinary antibiotics in +animal husbandry. The implement ation of these regulations and policies has created huge unmet +needs for anti-infective and immunity-enhancing al ternatives. Our in-licensed veterinary drug +candidates, which are designed to enhance animal immunity and prevent and treat infectious diseases +while avoiding antibiotic resistance, are well-positioned to capture the growing demand. +The veterinary anti-infective drug market in Chi na is expected to increase from US$5.4 billion +in 2025 to US$6.9 billion in 2030 and US$9.9 billion i n 2035. With the increasing global demands for +safe and effective alternatives to traditional antibi otics for livestock and poultry, combined with our +early-mover advantage, we believe that these v eterinary anti-infective drug candidates are +well-positioned to seize significant market opportunities. +Bursal Peptide Injection Candidate +Bursal peptide injection is a category I new veterinary drug candidate. Category I new +veterinary drug refers to a new ve terinary drug that has never been marketed worldwide. Bursal +peptide injection is an immunomodulator extracted from the bursa of chickens and is indicated for +enhancement of the humoral immune function in pi gs and chickens. By strengthening the animals’ +immune systems, it helps reduce their disease inc idence and supports healthy growth. As of the +Latest Practicable Date, three companies in China, including our Company, had received +registration approval for bursal peptide injection. +In 2018, we entered into a collaboration and license agreement with an Independent Third +Party, thereby obtaining the rights to manufactu re and commercialize this product candidate on a +non-exclusive basis. We have jointly filed NVD A in June 2023. Upon receiving approval, we, +together with two other license es, will be the holders to the new veterinary drug registration +certificate of this product candidate, with a new veterinary drug monitoring period of up to five +years. During such period, the competent autho rities will not approve any other companies’ +applications to manufacture this new drug. For fu rther details, see ‘‘— Collaboration and License +Arrangement — Collaboration and License Agreemen ts for Bursal Peptide Injection and Pig Spleen +Transfer Factor.’’ Following the initial NVDA filing, our bursal peptide injection candidate +underwent two rounds of supplemental materi al submissions, which, together with the +corresponding review and verific ation processes, resulted in an approval timeline of more than +two years. The new veterinary drug registration certificate for this product candidate is expected to +be received in July 2026. As advised by the PRC Legal Adviser, this timeline is reasonable under the +relevant laws and regulations. Our Directors belie ve that the time frame for obtaining new veterinary +drug registration certificate is within the normal range for new veterinary biological products. +Pig Spleen Transfer Factor Candidate +P i gs p l e e nt r a n s f e rf a c t o ri sac a t e g o r yI I In e wveterinary drug candidate. Category III new +veterinary drug refers to a new veterinary drug that has fundamental improvements in aspects such +as safety and efficacy compared to similar products that have already been approved for sale in +China. Pig spleen transfer factor is an immunomodul ator extracted from pig spleen and is indicated +for enhancement of the cellular immune function in pigs. By activating immune cells, it strengthens +the immune system’s ability to defend against diseas es, thereby reducing the incidence of diseases +and promoting healthy growth in pigs. Accord ing to Frost & Sullivan, only four companies, +including our Company, had obtained marketing approval from the Ministry of Agriculture in +China for pig spleen transfer factor as of the Latest Practicable Date. +In 2018, we entered into a collaboration and license agreement with an Independent Third +Party, thereby obtaining the rights to manufactu re and commercialize this product candidate on a +non-exclusive basis. We (together with the two ot her licensees) received the new veterinary drug +registration certificate for pig spleen transfer factor in September 2025, with a new veterinary drug +monitoring period of up to five years. For furth er details, see ‘‘— Collaboration and License +Arrangement — Collaboration and License Agreemen ts for Bursal Peptide Injection and Pig Spleen +Transfer Factor.’’ +BUSINESS +–1 5 8– + + +--- page 168 --- +We are in the process of building a new product ion line for pig spleen transfer factor in our +veterinary drug manufacturing facility in Chifeng, which is expected to commence operations in June +2026. The sales of pig spleen transfer factor will init ially be conducted through our existing sales and +distribution network. +rPoIFN- α Candidate +rPoIFN- α is a category I new veterinary drug candida te. It is an anti-infective therapeutics +indicated for porcine transmissible gastroenterit is, and is a biologic developed using innovative +engineering technology, with the potential to offer superior safety and efficacy as well as +broad-spectrum antiviral and immu nomodulatory functions. rPoIFN- α functions by inhibiting +the synthesis of viral proteins and selectively tar geting infected cells, while having minimal impact on +normal host cells. As of the Latest Practicable Date, no rPoIFN- α had been approved for sale in +China and globally, accord ing to Frost & Sullivan. +We entered into a collaboration and license ag reements with an Independent Third Party for +rPoIFN- α in 2025, thereby obtaining the rights to man ufacture and commerc ialize this product +candidate on a non-exclusive basis. Upon receiv ing NVDA approval, we, t ogether with five other +licensees, will have the right to manufacture and sell this product candidate in China, with a new +veterinary drug monitoring period of up to five years. For further details, see ‘‘— Collaboration and +License Arrangement — Collaboration and License Agreement for rPoIFN- α.’’ rPoIFN-α has +completed clinical trials, with the NVDA ex pected to be submitted in September 2026. +Our Technical Services +In addition to the sales of pharmaceutical products, we generated a portion of our revenue +through technical services provided by our subsidiary, Hainan Pharmaceutical Research Institute. +Hainan Pharmaceutical Research Institute primarily serves pharmaceutical companies and +pharmaceutical CROs in China. Its service offeri ngs mainly include pharmaceutical testing and +inspection, pharmaceutical R&D, drug safety eva luations, and related technical services. Our +revenue generated from these technical servic es amounted to RMB11.1 million, RMB7.4 million and +RMB5.6 million in 2023, 2024 an d 2025, respectively. +In addition to providing technical services to third-party customers, Hainan Pharmaceutical +Research Institute also supports our Group with a broad range of technical services including +pharmaceutical testing and inspection, cleanroo m environmental testing, and pharmaceutical R&D +support. Leveraging its strong technical experti se, Hainan Pharmaceutical Research Institute +enhances operational synergy within our Group and contributes to the continued development and +expansion of our business. These internal service s fully utilize its technical capabilities to drive +greater integration across our operations and further our long-term growth within our Group and +support the development. +Established in 1995 and acquired by our Company in July 2020, Hainan Pharmaceutical +Research Institute was the only state-owned provin cial-level pharmaceutical research institution in +Hainan prior to our acquisition. Since obtaining CMA certification in 2013, it currently holds over +1,400 testing qualifications across 13 categories including pharmaceuticals and medical devices. +Spanning a site area of approximately 9,000 sq.m., Hainan Pharmaceutical R esearch Institute is +equipped with a highly qualified tec hnical team and various advanced instruments, featuring modern +physicochemical laborato ries spanning 2,000 sq.m., and SPF-gra de experimental animal facilities +covering 1,000 sq.m. +Hainan Pharmaceutical Research Institute emplo ys differentiated pricing strategies tailored to +service types and client profiles. Standard testing a nd inspection services adopt cost-plus pricing with +reference to prevailing market rates, formalized into transparent fee schedule s. For strategic clients +and new market entrants, we may implement flexible pricing mechanisms to optimize +competitiveness. Pharmaceutical R&D servi ces are mainly priced through a comprehensive +evaluation of projected direct costs, targeted gross margins, and client-specific negotiated terms. +BUSINESS +–1 5 9– + + +--- page 169 --- +Hainan Pharmaceutical Research Institute has a d edicated business development department to +drive client acquisition and relationship manage ment, who systematically identify potential +customers through participation in domestic and international industr y exhibitions, academic +conferences, and technical exchanges. During initial project discussions, business development +personnel conduct needs assessments alongside technical teams where required. Proposal +development and pricing involve cross-departmental collaboration between business development, +technical operations, and clie nt service personnel to ensure solutions align with customer +requirements while maintain ing commercial viability. +Hainan Pharmaceutical Research Institute m aintains a rigorous quality control system +compliant with national standards for testing ins titutions. All testing and research activities +strictly adhere to standardized op erating procedures, with meticu lous documentation practices, +robust data integrity verification, and complet e traceability across every stage of operations to +ensure the consistency and reliability of services. +RESEARCH AND DEVELOPMENT +Our research and development efforts are strategically centered on advancing animal-derived +polyclonal antibody therapeutics, with a particular emphasis on the research and innovation of +antiserum products. We primarily concentrate on antigen development, animal immunization, and +antibody purification technologies to enhance pr oduct safety, efficacy, and scalability. Leveraging +our platform technologies and ver tically integrated supply chain, we aim to address critical unmet +medical needs in biotoxin neutralizatio n and infectious disease treatment. +In particular, our R&D activities primarily focus on: +. Technology-driven product iteration: We continue to refine existing products, including +tetanus antitoxin, through advanced technologies to improve purity, reduce adverse +reactions, and align with international advanced standards. +. Product pipeline expansion: We are developing novel antise rum therapies for high-burden +diseases such as snake envenomation, rabies, respiratory infections, and drug-resistant +bacterial infections, targeting markets wit h limited competition and significant clinical +demand. +. Platform technology innovation: We have been investing in next-generation platform +technologies, such as recombin ant protein, mRNA and serum-free antigen technologies, +and advanced purification technologies, such a s octanoic acid purification, ion exchange +chromatography and pathogen-specific affi nity chromatography, to strengthen our +long-term competitive edge. +Our Research and Development Team +We have a dedicated in-house R&D team compri sing 43 full-time members as of December 31, +2025. These experts possess specialized knowledge in key areas such as pharmacology, +biotechnology, health management, and animal immunology, providing strong technical support +for our innovation-driven growth. +In particular, our R&D team is spearheaded by s easoned industry experts whose extensive +experience significantly enhances the team’s ex ecution capabilities and fosters innovation. In +particular: +. Mr. YAO Xiaodong ( 姚曉東), our general manager, brings over 32 years of +pharmaceutical industry expertise to his r ole. As a certified senior pharmaceutical +engineer, Mr. Yao has demonstrated exception al technical and project management skills. +. Mr. JI Chong ( 季沖), our deputy general manager and R&D team head, possesses over 37 +years of experience in antiserum product res earch and production. Please see ‘‘Directors +and Senior Management’’ for more details about the biographies of Mr. Yao and Mr. Ji. +. Dr. SHEN Guangfu ( 沈光夫), assistant to the Chairman and head of our scientific +research management office, holds a PhD and is a graduate of the University of +California, Los Angeles (UCLA). Dr. Shen has held prestigious academic and industry +BUSINESS +–1 6 0– + + +--- page 170 --- +roles, including visiting professor at Sout hern University of Science and Technology, +Chief Scientific Officer at EFL Tech, and a ssistant professor at UCLA’s David Geffen +School of Medicine. In polyclonal antibody t herapy, Dr. Shen has achieved progress by +designing a comprehensive technical chain for antibody generation, purification, and +functional evaluation. During the COVID-19 pandemic, he pioneered the use of equine +polyclonal antibodies in aerosol inhalati on therapy, enabling direct delivery of +neutralizing antibodies to patients’ airw ays and lungs. His academic background and +global perspective inject international vision into our Company’s R&D initiatives. +Core Technology Platform +Our R&D capabilities are underpinned by our comprehensive technology platform, which +forms the foundation for our product development , allowing us to maintain high technical barriers +and ensure the quality and efficacy of our products. +. Antigen Development and Testing: Our high-efficiency antigen development and testing +platform utilizes traditional inactivated anti gens alongside advance d technologies, such as +recombinant protein, mRNA and serum-free t echnologies, to rapidly screen for antigen +candidates with strong immunogenicity. We co ntinuously optimize inactivated antigen +purification technology and immunoadjuvant formulation t o ensure consistent quality +and potency for animal immunization. +. Host Animal Immunization and Immunized Plasma Collection: Our animal immunization +and immunized plasma collection platfo rm is built on our proprietary equine +immunization protocols and in-house fac ilities operated in accordance with the GMP +standards. We strive to maintain the hea lth and well-welfare of host animals while +inducing efficient immune responses and hig h-titer antibodies. Advanced animal health +monitoring systems and welfare practices are in place are operated in accordance with EU +standards. +. Antibody Purification: Our antibody purification pla tform combines traditional +techniques, such as salt precipitation and ult rafiltration, with advanced purification +technologies. These include Pasteur viral inac tivation/removal technology, octanoic acid +purification, ion-exchange chromatography , which has demonstrated an approximately +30% purity improvement in lab stu dies, and pathogen-specifi c affinity chromatography, +which enhances purity by 150% compared to conventional methods. +Collaboration with Independent Third Party CROs +In line with industry practice, we engage Independent Third Party CROs to conduct and +support our process and preclinical research an d clinical trials. We choose CROs based on their +qualifications, reputation, and track record. Key se lection criteria include good laboratory practice +qualifications issued by the NMPA, experience in co nducting preclinical or c linical research related +to antiserum and anti-infective areas, research a nd project management capabilities, as well as the +necessary resources and testing f acilities. We typically enter into agreements with our CROs and +execute statements of work on a project basis. Key t erms of these agreements and statements of work +include: +Services The CROs provide us with specified services related to product +development. +Term The CROs are required to perform their services within the +prescribed time limit set out in each work order, usually on a +project basis. +Payment We are required to make payments to the CROs in accordance +with a payment schedule agreed by the parties. +Intellectual Property We own all intellectual property rights arising from the services +conducted by the CROs within the stipulated work scope. +BUSINESS +–1 6 1– + + +--- page 171 --- +We closely monitor and manage the activities of these CROs to ensure their work progress and +the quality of their work. Our oversight includes r equiring CROs to comply with GCP requirements, +conducting comprehensive reviews and analyses o f laboratory tests and clinical trial results and +reports. In 2023, 2024 and 2025, the expenses a ttributable to CROs were RMB10.3 million, RMB2.1 +million and RMB2.2 million, respectively, accounte d for 42.5%, 15.0% and 9.3% of our research +and development expenses for the same periods, re spectively. We plan to continue engaging CROs to +conduct and support our process and preclinical research and clinical trials in the near future. +In addition, we have established collaborati on relationships with reputable research +institutions including Southern Univ ersity of Science and Technology ( 南方科技大學)a n d +technology companies to jointly undertake R&D projects. These collaborations are designed to +leverage the expertise and techno logical capabilities of both parties to accelerate innovation and +advancement. Furthermore, we entered into collaboration and license agreements with well-known +China-based biotechnology compan ies to in-license the rights to certain veterinary drug candidates. +For details, see ‘‘— Collaborati on and License Arrangement.’’ +Research and Development Process +We integrate in-house expertise with strategic p artnerships to ensure systematic and efficient +product development. Our in-house R&D team plays a leading role in the design and management of +the R&D projects, and outsources part of th e execution and R&D work to leading CROs. +Before initiating any R&D project, we conduc t a thorough market analysis to evaluate the +commercial feasibility, expected market acceptan ce, and potential competition for each product +candidate. This analysis helps us balance these fac tors with the likelihood of successful development. +All R&D projects must be approved by our expert academic review committee and project initiation +review committee, which consist of senior manageme nt, senior R&D personnel, and external experts. +These committees review the feasibility reports of research project applications and make the final +decision on whether to proceed with new R&D projects. Once approved, the project leader is +responsible for project implementation, while various departments coordinate intellectual property +and project management. We hold monthly meetin gs and reviews with ongoing R&D project teams +to monitor progress and address any issues that may arise. +Our early research activities, including path ogen screening, target validation, and antigen +design, are conducted by our in-house R&D team in collaboration with research institutions and +technology companies. During the p reclinical development stage, w e collaborate with professional +CROs with the required qualifications to conduct s afety, toxicology, and efficacy studies. In the +clinical development stage, we engage experien ced clinical CROs to manage the trials, with our +internal teams providing full oversight. This appr oach allows us to leverage the expertise of external +partners while maintaining effective cont rol over the entire development process. +Our R&D team maintains close interaction with o ur production and sales and marketing teams +to ensure efficient advancement of our projects. Early involvement of these teams in the R&D +process allows us to mitigate risks and focus on proj ects with strong market potential. Additionally, +our R&D team collaborates with the production team to resolve technical issues and improve +manufacturing processes. +In 2023, 2024 and 2025, our rese arch and development expenses were RMB24.2 million, +RMB13.7 million and RMB23.7 million, respectively , representing 12.2%, 6.2% and 10.1% of our +total revenue for the same periods, respectively . The decrease in R&D expenses in 2024 was primarily +due to the completion or termination of certain R&D projects, including the termination of a project +focusing on antiserum development of the Novel Coronavirus (2019-nCoV). For further details on +our research and development expenses, please see ‘‘Financial Information — Description of +Components of Consolidated Statements of Profit or Loss and Other Comprehensive Income — +Research and Development Expenses.’’ Our R&D capabilities have been recognized by various levels +of the PRC government. We plan to continue stren gthening our R&D capabilities by attracting more +talent with extensive experience in relevant therapeutic areas, which will support the further +advancement of our product development pipeline. +BUSINESS +–1 6 2– + + +--- page 172 --- +COLLABORATION AND LICENSE ARRANGEMENT +Collaboration and License Agreements for Bursal Peptide Injection and Pig Spleen Transfer Factor +In 2018, Chifeng Bo-en Pharmaceutical, which has become a subsidiary of the Company since +2020, entered into collaboration and license agreements with Present (Fuzhou) Biotechnology Co., +Ltd. ( 派生特(福州)生物科技有限公司)( ‘ ‘Present Bio ’’), an Independent Third Party, in relation to +bursal peptide injection and pig spleen transfer f actor. Present Bio is a b iotechnology company +engaged in the research and development of new vete rinary drugs, vaccines, and immunopotentiators +(adjuvants), which was established in 2010. According these agreements, Chifeng Bo-en +Pharmaceutical was granted the non-exclusive rights to manufacture and commercialize bursal +peptide injection and pig spleen transfer factor. Each of the relevant product candidates is subject to +a new veterinary drug monitoring period of up to fi ve years, during which period no other company +is approved to produce or import these new veterinary drugs. According the relevant regulations, the +monitoring period commences from the date of production license. Salient terms of these +collaboration and license agreements are summarized as below: +Rights and Obligations of +the Parties +Chifeng Bo-en Pharmaceutical is entitled to use the licensed +know-how, including Present Bio’s laboratory research, +pilot-scale production studies, and clinical trial research relating +to bursal peptide injection and pi g spleen transfer factor, for +manufacturing and commercia lization of these two product +candidates on a non-exclusive basis. The parties intend to +jointly file NVDA for these product candidates and will be the +co-owners of the new veterinary drugs registration certifications. +The licensor retains ownership of the licensed know-how. +Payment Under the collaboration and license agreement for bursal peptide +injection between Present Bio and Chifeng Bo-en Pharmaceutical, +Chifeng Bo-en Pharmaceutical is required to pay Present Bio a +total of RMB5.0 million, including (i) RMB1.5 million payable +upon signing of the agreement ; (ii) RMB2.5 million payable upon +obtaining new veterinary drugs r egistration certification for +bursal peptide injection; and (iii) RMB1.0 million payable upon +obtaining the production license of bursal peptide injection. +Under the collaboration and li cense agreement for pig spleen +transfer factor between Present Bio and Chifeng Bo-en +Pharmaceutical, Chifeng Bo-en Pharmaceutical is required to +pay Present Bio a total of RMB3.0 million, including (i) RMB0.9 +million payable upon signing of the agreement; (ii) RMB1.5 +million payable upon obtaining new veterinary drugs registration +certification for pig spleen transfer factor; and (iii) RMB0.6 +million payable upon obtaining the production license of pig +spleen transfer factor. +The milestone payments made to the licensor are refundable if any +of the product candidates fails to obtain new veterinary drug +registration certification due to technical or quality reasons. +Term and Termination The agreement has no expiry date and may be terminated under +certain conditions, such as force majeure or mutual agreement +between both parties. +BUSINESS +–1 6 3– + + +--- page 173 --- +Collaboration and License Agreement for rPoIFN- α +Chifeng Bo-en Pharmaceutical entered into a co llaboration and license agreement with Anhui +Jiuchuan Biotechnology Co., Ltd. ( 安徽九川生物科技有限公司)( ‘ ‘Anhui Jiuchuan ’’), an Independent +T h i r dP a r t y ,i nr e l a t i o nt or P o I F N -α in 2025. Anhui Jiuchuan is a biotechnology enterprise +specializing in the research and development as well as production of veterinary biological products, +which was established in 2011. According this a greement, Chifeng Bo-en Pharmaceutical was +granted the non-exclusive rights to manufacture and commercialize rPoIFN- α.r P o I F N -α is subject +to a new veterinary drug monitoring period of up to five years, during which period no other +company is approved to produce or import this new veterinary drug. According the relevant +regulations, the monitoring period commences from the date of production license. Salient terms of +this collaboration and license ag reement are summarized as below: +Rights and Obligations of +the Parties +Chifeng Bo-en Pharmaceutical is entitled to use the licensed +knowhow for manufacturin g and commercialization of +rPoIFN- α. The parties agree to jointly file NVDA for this +product and will be the co-owners of the new veterinary drugs +registration certifications. +The licensor retains ownership of the licensed know-how. +Payment Under the collaboration and license agreement between Anhui +Jiuchuan and Chifeng Bo-en Pharmaceutical, Chifeng Bo-en +Pharmaceutical is required to pay Anhui Jiuchuan a total of +RMB4.0 million, including (i) RMB2.5 million payable upon +signing of the agreement; (ii) RMB0.8 million payable upon +obtaining new veterinary drugs r egistration certification for +rPoIFN- α; and (iii) RMB0.7 million payable upon obtaining +the production license of rPoIFN- α. +Term and Termination The agreement has a term of 20 years and may be terminated +under certain conditions, such as force majeure or mutual +agreement between both parties. +In addition, we believe that there will be comp etition between us and the other two licensees +since the collaboration is on a non-exclusive bas is. However, given the limited number of approved +competitors and substantial market size, we expect that such competition from the other licensees at +this stage will not be material. According to Fro st & Sullivan, the global veterinary drug market +grew from US$42.8 billion in 2020 to US$53.8 billion i n 2025, with a CAGR of 4.7%. It is estimated +to further reach US$82.1 billion in 2030, with a C AGR 8.8%, and US$128.1 billion in 2035, with a +CAGR 9.3%. Despite the substantial market size, there are currently a limited number of +competitors globally for these rele vant veterinary drugs. As of the Lat est Practicable Date, there was +no rPoIFN- α approved for sale in China and globally, three companies in China, including our +Company, had received registration approval for bursal peptide injection, and four companies +(including us) had obtained mark eting approval from the Ministry of Agriculture in China for pig +spleen transfer factor. +PRODUCTION +Production Process and Facilities +Leveraging our full-industry-c hain capabilities, we are able to independently control each +aspect across the entire production lifecycle from r aw material supply to manufacturing of finished +products. +BUSINESS +–1 6 4– + + +--- page 174 --- +Key Production Facilities +We have the largest equine breeding and immuni zed plasma collection base operated in +accordance with the GMP standard in China, and hav e established in-house manufacturing facilities +for human and veterinary pharmaceutical products t o ensure scalability, quality, and cost efficiency. +Our equine breeding and plasma collection bas e, located in Zhangye, Gansu, accommodated +and bred more than 780 horses as of December 31, 2025 and has the capacity to accommodate and +breed up to 4,000 horses. The equ ine breeding and plasma collect ion base primarily produces +immunized equine plasma, which is collected thro ugh single-donation plasma technology after +horses are immunized with toxoids. Such plasma i s used to prepare antitoxins and antiserum +products. Our equine breeding and plasma collection base is equipped with advanced plasmapheresis +technology for high-purity plasma extracti on, producing over 100 million mL of plasma in 2025. +Our GMP-standard human biopharmaceutical m anufacturing facility is located in Ji’an, +Jiangxi Province with a total GFA of 11,540 sq.m. and a site area of approximately 91,687 sq.m. It +houses three dedicated production lines for the manufacturing of Human TAT and other antiserum +products under dev elopment. This facility is the first in China’s antiserum industry to adopt +isolator-based aseptic filling syste ms, according to Frost & Sullivan. +Additionally, we have a veterinary drug manufa cturing facility in Chifeng, Inner Mongolia, +which has a GFA of 28,571 sq.m. and a site area of 53,975 sq.m. This manufacturing facility is +currently undergoing renovation and equipment installation for various production lines, with a +PMSG production line being designed and built in accordance with both the latest version Chinese +Veterinary Pharmacopoeia and EU GMP standards. T his manufacturing facility will be used for the +production of veterinary pharmaceutical products and product candidates, including veterinary +tetanus antitoxin, PMSG, pig spleen transfer fa ctor, bursal peptide injection, and rPoIFN- α.I n +particular, the construction of our production lin e for veterinary tetanus antitoxin was completed in +September 2025, and is expected to commence operations in June 2026. For further information, see +‘‘— Expansion Plan.’’ +The following table sets forth a summary of our production facilities as of the Latest +Practicable Date: +Production facility Location Site area GFA Production line +Major products +produced +(sq.m.) (sq.m.) +Immunized horse breeding +and plasma collection +base +Zhangye, Gansu 233,799 7,927 . Immunized equine plasma +production line +. Pregnant mare plasma +production line +Immunized equine +plasma and +pregnant mare +plasma (1) +Human biopharmaceutical +manufacturing facility +Ji’an, Jiangxi 91,687 11,540 . Production line for Human +TAT in vials +. Production line for Human +TAT in ampoules and +Human TAT bulk +. Production line for R&D +activities and pilot-scale +manufacturing for human +antiserum product candidates +Human TAT and +human antiserum +product +candidates +Veterinary drug +manufacturing facility +Chifeng, Inner +Mongolia +53,975 28,571 . Production line for +veterinary tetanus antitoxin +. Production line for PMSG +. Production lines for various +veterinary drugs and drug +candidates are under +construction, as detailed in +‘‘— Future Plans and Use of +Proceeds’’ +Veterinary +pharmaceutical +products and +product +candidates +Note: +(1) Immunized equine plasma and pregnant mare plasma s erve as raw materials for the production of our Human +TAT and PMSG, respectively. +BUSINESS +–1 6 5– + + +--- page 175 --- +During the Track Record Period, we obtained all necessary licenses and permits for our +production facilities in operation. Our producti on lines in operation are equipped with advanced +automated equipment to ensure high-quality manufacturing. +Production Process +Our production process is a highly controlled and systematic sequence of operations designed +to ensure the highest quality and sa fety standards. Below are the man ufacturing process charts that +highlight the key steps in producing our Human TAT and it takes at least two months from plasma +processing and purification to packaging: +Horse Immunization +Horses are immunized with antigen, namely the tetanus toxoid. The immunization process comprises initial primary immunization and +multiple cycles of booster immunization, and is carefully managed to ensure that the horses develop immune responses. Each cycl e of +booster immunization involves multiple doses spaced a few days apart. The horses are closely monitored throughout the immunization +process to ensure their well-being and to optimize the immune responses. Horses that meet the antibody titer standard may proceed with +plasma collection and they rest for a specific period of time before entering the next cycle of booster immunization. +Plasma Collection +Once the horses have developed sufficient immune responses, their plasma is collected through a process called plasmapheresis. This +involves the separation of plasma from the blood, which contains the antibodies against tetanus toxin. Horses undergo two to fo ur +plasma collections per booster immunization cycle, with a one-day interval between each collection. +Plasma Processing and Purification +The collected plasma undergoes initial processing to remove cellular elements and debris in plasma components and we utilize enzymatic +cleavage to remove Fc components. The plasma is then purified using various techniques such as precipitation, filtration, and +chromatography to isolate the specific antibodies needed for the antitoxin. +Packaging and Distribution +The final product is packaged in sterile vials or ampoules, ready for distribution. The Human TAT is then distributed to medica l +institutions through distributors. +Formulation and Quality Control +The purified antibodies are formulated into the final product. Rigorous quality control tests are conducted at every stage of t he +production process. These tests include checks for potency, purity, and safety to ensure that the final product meets regulatory standards. +Horse Retirement +Horses are retired if they fail to meet antibody titer standard for three consecutive immunization cycles or if they have physical injuries +that prevent continued immunization/plasma collection. +Horse Breeding and Farming +Horses are bred and raised in our equine breeding and plasma collection base that adheres to high standards of care and hygiene to +ensure the health and well-being of the animals. Horses undergo rigorous health screenings and continuous health monitoring, wi th +quarantine tests conducted at least semi-annually. We implement zoned and standardized breeding environment management, combined +with regular disinfection to minimize epidemic risks. Detailed health records are maintained for horses. +Horse Selection and Procurement +Horses used for immunized plasma production must satisfy the requirements stipulated in the “General Chapter on Equine +Immunized Serum Products for Human Use (ᐼሞ)” in the Chinese Pharmacopoeia (2020 Edition) (ʕᖹՊ +㕘2020㕙. We only purchase horses that are free from any infectious diseases, in good physical health, and preferably aged between 4 to +10 years. In addition, horses with a history of treatment involving penicillin or other β-lactam antibiotics, or those administered human +plasma products, are strictly excluded from procurement and use. We require valid animal quarantine certificates from our horse +suppliers and all procured horses undergo a three-month quarantine period. Only horses that successfully pass all quarantine te sts are +approved for use. +BUSINESS +–1 6 6– + + +--- page 176 --- +Production Capacity and Utilization Rate +The following table sets forth the designed production capacity, actual production volume, and +utilization rate of our Human TAT for the years indicated. +As of/Year Ended December 31, +2023 2024 2025 +(in millions of units, except percentages) +Designed Production Capacity (1) 50.0 50.0 50.0 +Production Volume (1) 28.0 34.8 19.5 +Utilization Rate (2) 56.0% 69.6% 39.0% (3) +Notes: +(1) Design production capacity and production volume are calculated based on the assumption that one unit +contains 1,500 IU of active ingredient of antitoxin, with the annual production capacity based on 280 working +days per year, or 140 working days per half year, and 8 working hours per day. +(2) Utilization rate is calculated by dividing the pro duction volume by the designed production capacity. +(3) In preparation for the launch of new packaging, namely, 0.75 ml vials containing 1,500 IU, a portion of Human +TAT with old packaging (0.75 ml ampoules) intended for sale prior to the launch in 2025 was produced in +advance at the end of 2024, which resulted in a lower total production volume in 2025. The new packaging was +launched in October 2025 and was not produced in the first nine months of 2025. +Our production plans are based on annual, monthly, and quarterly forecasts of market +demand, with reference to historical sales data a nd anticipated orders, which will be adjusted in +accordance with actual demand and inventory levels. See ‘‘— Inventory Management’’ for more +details. +Expansion Plan +We plan to expand our production capacity by constructing a new antiserum biotechnology +complex with new production lines to meet the deman d for our antiserum products. Additionally, we +will construct new production lines for various veterinary pharmaceutical products and expand our +horse farm. See ‘‘Future Plans and Use of Proceeds’’ for more details. +Raw Material Suppliers and Procurement +We produce immunized equine plasma used in the manufacturing of our Human TAT in-house, +which is our primary source of ra w materials. During the Track Record Period, we selected a +qualified third-party supplier and made a one-t ime purchase of immunized equine plasma from such +supplier, as part of our efforts to diversify our supply chain and ensure a backup source is in place to +safeguard against potential disruptions to our in-house plasma supply. +Our main procurement activities centered on h orses, fodder, and pharmaceutical packaging +materials. Additionally, we sourced other materia ls such as spare parts, low-value consumables, and +testing reagents. These raw materials were prima rily sourced from third-party suppliers within +China. +We have established a dedicated procurement department and implemented a comprehensive +materials procurement management system to stan dardize planning, purcha sing, acceptance, and +storage processes. Our supplier sel ection procedures are stringent, assessing potential suppliers based +on product offerings and quality, reputation and b usiness scale, and pricing competitiveness. All +suppliers must possess the necessary licen ses and permits for their operations. +For our major raw materials and packaging mater ials, we maintain a list of approved suppliers +that meet all our requirements. We regularly review and assess supplier performance and +qualifications to ensure the quality of our raw m aterials and update the approved suppliers list. +Suppliers that fail to meet our standards are r emoved from this list. We enter into long-term +agreements with suppliers who demonstrate consistent quality, which generally range from one to +three years. For other materials such as spare parts and low-value consumables, we usually seek +quotes from at least three suppliers and make sourc ing decisions mainly based on quality and price +comparisons. +BUSINESS +–1 6 7– + + +--- page 177 --- +We typically process payments t o suppliers via wire transfer or bank acceptance bills, which +often require full prepayment or offer about 30 to 90 days of credit terms. Our suppliers are generally +responsible for the delivery of raw materials to our production facilities at their own expense. We are +entitled to return any materials that do not meet our specifications. Our principal raw materials are +generally readily available in the market through mul tiple suppliers. We believe we have alternative +sources for these materials that offer comparable quality and pricing. During the Track Record +Period and up to the Latest Practicable Date, we have not encountered any disruptions or material +delays in the supply of equine plasma from our horse farm and the supply of our major raw +materials. +The purchase prices of raw materials are primar ily influenced by prevailing market rates for +materials of similar quality. During the Track Reco rd Period and up to the Latest Practicable Date, +there have been no significant incre ases in the prices of our major raw materials, nor any fluctuations +that materially and adversely affected our operati ons or gross profit margins. For more details, see +‘‘Risk Factors — Risks Relating to Manufacture and Supply of Our Products and Product +Candidates — If we are not able to obtain sufficient quantities of raw materials and biological assets +of required quality at a commercially acceptable cost, our business could be harmed.’’ For the +sensitivity analysis and breakeven analysis of r aw material costs, see ‘‘Financial Information — +Description of Components of Consolidated Statements of Profit or Loss and Other Comprehensive +Income — Cost of Sales/Services.’’ +Inventory Management +Our inventory primarily consists of finished products, work in progress, and raw materials +essential for the production of our products. We have established a comprehensive inventory +management system that monitors each stage o f the warehousing process. Our warehousing +personnel are responsible for the inspection, storage, and distribution of raw materials and finished +products. All raw materials and products are stored in designated areas within our warehouses based +on their specific storage conditions, properties, intended use, and batch numbers. Regular checks are +conducted to ensure consistency among raw materials, products, logbooks, and material cards. +We closely monitor our inventory levels, gener ally maintaining a stock of finished products +sufficient for two to three months of demand. Raw materials are purchased based on their shelf life +and required lead time. For raw materials with lo nger lead times, we typically keep a stock that +covers three to six months of anticipated usage. +QUALITY CONTROL +We believe that an effective quality control system is critical to ensuring the quality of our +products and maintaining our reputation and success. All our workshops and production lines +involved in the manufacturing of products, i ncluding Human TAT, have passed GMP compliance +inspections by the drug re gulatory authorities. +Our senior management team actively particip ates in formulating internal quality control +policies and overseeing our overall quality control processes. Comprehensive quality control +procedures and protocols have been established, co vering the entire production lifecycle — from raw +material sourcing to the delivery of final produc ts to customers. Our quality control personnel +operate independently from our production team a nd are tasked with implementing these procedures +and protocols. Most of our quality control staff possess educational backgrounds in pharmaceuticals +or related fields, and we provide regular train ing to ensure they are familiar with the regulatory +requirements applicable to our p roduction facilities. We utilize a dvanced equipment and devices to +inspect, test, and ensure the quality of our raw materials, in-progress production, and final products. +Raw Material Quality Control +We purchase raw materials used in our product ion exclusively from approved suppliers. For +more details about our supplier sel ection procedures, please see ‘‘— Production — Raw Material +Suppliers and Procurement.’’ +BUSINESS +–1 6 8– + + +--- page 178 --- +Upon receipt, we examine incoming raw mate rials to confirm they meet our quality +requirements. Our warehousing personnel verify th e packaging information before taking delivery, +and incoming raw materials are stored in quaranti ne areas pending inspection. Our quality control +team subsequently selects samples for testing to veri fy quality. Only materials that pass these quality +control tests are dispatched for use in our production processes. +Quality Control of Biological Assets +We have established a rigorous quality control sy stem for biological assets, encompassing the +process from horse breeding and health monitoring, to plasma collection and processing. We +purchase and breed horses to ensure the productio n of high-quality plasma. Each horse undergoes +rigorous health screenings and continuous healt h monitoring. We implement zoned and standardized +breeding environment management, combined with r egular disinfection to minimize epidemic risks. +Detailed health records are maintained for each ho rse, tracking their well- being, physiological +indicators, and medical history to ensure sustained donor suitability. +Plasma is collected under strict aseptic cond itions to prevent contamination. We adhere to +internationally recognized standa rds and guidelines for plasma co llection, ensuring the safety and +efficacy of our products. Each batch of plasma undergoes comprehensive testing for purity, potency, +and safety, including screening for pathogens, endotoxins, and other contaminants. Only plasma +that meets our stringent quality criteria is used in the production of our products, such as Human +TAT. Plasma is stored and transported under controlled conditions to maintain its integrity. We +utilize advanced storage facilities and logistics s ystems to ensure that plasma remains at optimal +conditions throughout the supply chain. By impleme nting these rigorous quality control measures, +we ensure that our biological assets contribute to the production of safe and effective final products, +such as Human TAT. +Production In-process Quality Control +Our automated production equipment screens and discards intermediate products that do not +meet our quality standards during the production process. Additionally, our quality control team +conducts sample testing on each batch of interm ediate products at specific stages to ensure +compliance with our quality standards, includi ng checks on physical appearance, ingredient +composition, and drug content. Our quality control team verifies that our production processes +continuously adhere to GMP requirements. We re quire production opera tors to follow standard +operating and equipment operation procedures, and our quality control team regularly inspects +production processes on-site. After completing each production process, we perform cleaning +procedures to prevent contamination, with the quality control team verifying that the production +line has been properly cleaned before proceeding to the next stage. All cleaning procedures are +validated prior to implementation. +Final Product Quality Control +Each batch of final products undergoes sample testing by our quality control team. Before +delivery to customers, our quality control team in spects all documentation related to product +quality, including batch records, laboratory testing records, production process records, and any +other relevant information. Our quality director conducts a final review of all documents and makes +the final decision regarding product release for sale. Final products that do not meet our quality +standards are not released and are either destroyed or disposed of based on the judgment of our +quality director. Only final products that have been officially released by our quality control +authorized personnel are permitted for market sale. +BUSINESS +–1 6 9– + + +--- page 179 --- +SALES, MARKETING AND DISTRIBUTION +Overview +We primarily promote and market pharmaceutical products through a combination of our +in-house marketing team and in collaboration with third-party promotors. For the technical services +offered by our subsidiary, Hainan Pharmaceutica l Research Institute, we directly market these +services to pharmaceutical and biotechnology companies by actively participating in trade +conferences, trade shows and scientific conferen ces. For further details of our technical services, +see ‘‘— Our Technical Services.’’ +During the Track Record Period, we primarily sold pharmaceutical products to domestic +distributors in China, who are based in China and subsequently distributed our products to hospitals +and other medical institutions in China (‘‘ Domestic Sales ’’). As of December 31, 2025, we have +established a comprehensive distribution network in China, spanning provincial, city, and county +levels. This network, comprising a total of 421 distributors as of December 31, 2025, ensures broad +market coverage and efficient delivery of our product s to over 27,000 medical institutions, including +over 1,700 tertiary medical institutions in Ch ina. Our Human TAT, has been included in Part A of +the NRDL ( 國家甲類醫保品種), the National Essential Drug List ( 國家基本藥目錄) and the National +Emergency and Rescue Drugs Directory ( 國家急(搶)救藥品目錄). Benefiting from the advantage of +full medical insurance reimbursement, our Human TAT is more readily accepted by medical +institutions and patients. We actively respond t o the VBP scheme, which has further broadened our +hospital access channels and enhanced our barg aining power with distributors, allowing us to +achieve higher average selling prices. For deta ils, see ‘‘— Major Recent Regulatory Reforms.’’ +During the Track Record Period, our revenue fro m the Domestic Sales of Human TAT amounted to +RMB135.0 million, RMB161.9 million and RMB165.4 mi llion in 2023, 2024 and 2025, respectively, +accounting for 73.3%, 78.6% and 72.9% of our total revenue from sales of Human TAT for the same +periods, respectively. +In addition to Domestic Sales, we sell products to domestic distributors for export sales +(‘‘Indirect Export Sales ’’) and directly export products to overseas distributors (‘‘ Direct Export +Sales ’’, together with Indirect Export Sales, ‘‘ Export Sales ’’). In recent years, we have actively +engaged in the Export Sales, particularly targeting Southeast Asian and African markets. For Export +Sales, our distributors are generally responsible for managing customs clearance procedures in the +target importing countries. We closely monitor overseas government tender opportunities and +explore potential sales channels. In 2024, our product successfully won the Ethiopian government’s +tender for 4.8 million ampoules of Human TAT. Duri ng the Track Record Period, our revenue from +the Export Sales of Human TAT amounted to RMB49.1 million, RMB44.0 million and RMB61.4 +million in 2023, 2024 and 2025, respectively, accoun ting for 26.7%, 21.4% and 27.1% of our total +revenue from sales of Human TAT for the same period s, respectively. While Domestic Sales remain a +cornerstone of our busine ss, the growth in Export Sales reflects ou r continued efforts to diversify our +sales channels, expand our international presence and strengthen our global market position. +The following table sets forth our revenue from sales of Human TAT by sales channel during +the Track Record Period: +Year Ended December 31, +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Domestic Sales 134,951 73.3 161,912 78.6 165,419 72.9 +Export Sales +— Indirect Export Sales 46,099 25.0 35,966 17.5 48,981 21.6 +— Direct Export Sales 3,019 1.7 8,023 3.9 12,434 5.5 +Total revenue from sales of Human TAT 184,069 100.0 205,901 100.0 226,834 100.0 +BUSINESS +–1 7 0– + + +--- page 180 --- +References to the sales volumes of Human TAT during the Track Record Period throughout +this prospectus include sales of Human TAT injection and Human TAT bulk. Unless stated +otherwise, these volumes are calculated based on the assumption that one unit contains 1,500 IU of +active ingredient of antitoxin. Our Human TAT i njection in 0.95 ml ampoules containing 3,000 IU +and 2.0 ml ampoules containing 5,000 IU, as well as Human TAT bulk, are only available for +distribution to overseas markets. +Our Marketing Initiatives +In-House Sales and Marketing Team +Our in-house sales and marketing team is responsible for conducting market research, +formulating sales and marketing strategies, and ma naging distribution channels. Our internal sales +force is mainly organized by geographic regions. As of December 31, 2025, our in-house sales and +marketing team comprised 33 employees, most of whom have over five years of experience in +pharmaceutical sales, bringing a wealth of expertise to our operations. +We regularly provide our sales and marketing pe rsonnel with internal and external trainings to +enhance their industry knowledge and marketing s kills. We implement various incentive measures +for our sales personnel. Their remuneration is based on multiple key performance indicators, +including sales target achievement. To retain high -quality and experienced sales personnel, we offer +comprehensive training program s, career development guidance, and ample internal promotion +opportunities. Internal promotions are also based on the aforementioned key performance +indicators. +Our sales and marketing personnel must strictly adhere to our specific procedures, policies, and +guidelines for sales and marketing, including but not limited to the code of conduct regarding +interactions with healthcare professionals and product promotion. For details, see ‘‘— Risk +Management and Internal Control.’’ +Third-Party Promoters +To supplement our in-house sales and marketing capabilities, we engage third-party promoters +to market our products to medical institutions and t arget patient groups in selected cities or regions. +We select third-party promoters based on their qualifications, reput ation and marketing and +promotion experience. As of December 31, 2025, we had engaged 13 third-party promoters. +The following table sets forth the movements in the number of our third-party promoters +during the Track Record Period: +Year Ended December 31, +2023 2024 2025 +Number of third-party promoters +at the beginning of the period 21 20 18 +Addition 6 5 — +Terminated 7 7 5 +Net increase/(decrease) (1) (2) (5) +Number of third-party promoters +at the end of the period 20 18 13 +We generally enter into annual promotion agreem ents with these third-party promoters, under +which they are responsible for conducting acad emic promotion activities within designated +geographic areas. Our third-party promoters are mainly promotional service companies, and their +services primarily include market research, brand p romotion, organizing academic conferences and +seminars, promoting products to healthcare profe ssionals through hospital visits, and collecting +market data. The fees charged by our third-party promoters are determined on case-by-case basis. +For example, services fees for organizing academic seminars are charged on a per-event basis, while +services fees for hospital visits are typically ch arged based on the number of hospitals visited. +BUSINESS +–1 7 1– + + +--- page 181 --- +According to the promotion agreements, our third- party promoters are generally prohibited from +promoting any other products that compete with, o r have any conflict of interest with, our products. +We also require our third-party promoters to strict ly comply with applicable laws and regulations. In +the event of a breach of the aforesaid non-competition undertaking or non-compliance by any +third-party promoter, we may terminate the releva nt agreement with such promoter and are entitled +to claim damages from it. +During the Track Record Period, we terminated collaborations with certain third-party +promoters mainly due to (i) our transition from th ird-party to self-operated promotion in certain +regions; (ii) changes in the promoters’ business en tities arising from their corporate arrangements; +(iii) underperformance of certain promoters result ing in mutual termination; and (iv) the promoters’ +own decision to discontinue cooperation. There was no material breach of the promotion agreements +by any third-party promoters during the Track Record Period. +Our Sales and Distribution Arrangements +In line with industry practice, we adopt a distri butorship model and we generally do not sell our +products directly to hospitals or other medical institutions. Our distributors are our direct +customers, and are responsible for on-selling and delivering our products to hospitals and other +medical institutions. We benefit from our distributors’ established distribution channels and local +resources to save costs that would otherwise be r equired to establish and maintain a nationwide +logistics network across the PRC and overseas reg ions on our own, and to increase the effectiveness +of launching and selling our products in our tar get markets within a short period of time. +As of December 31, 2023, 2024 and 2025, we had 395, 478 and 397, respectively, distributors for +Domestic Sales of pharmaceutical products, as we ll as 26, 27 and 24 distributors for Export Sales of +pharmaceutical products. The following table sets forth the movements in the number of our +distributors during the Track Record Period: +Year Ended December 31, +2023 2024 2025 +Number of distributors at the beginning of the +period 418 421 505 +— Domestic 413 415 495 +— Overseas 5 6 10 +Addition of new distributors +(1) 100 191 74 +— Domestic 96 186 69 +— Overseas 4 5 5 +Numbers of terminated/inactive distributors +(2) (97) (107) (158) +Terminated distributors (3) (15) (25) +— Domestic (3) (15) (25) +—O v e r s e a s — — — +Inactive distributors (94) (92) (133) +— Domestic (91) (91) (124) +— Overseas (3) (1) (9) +Net increase/(decrease) in distributors 3 84 (84) +Number of distributors at the end of the period 421 505 421 +— Domestic 415 495 415 +— Overseas 6 10 6 +Notes: +(1) New distributors refer to distributors who (i) had at le a s to n et r a n s a c t i o nw i t hu si nt h er e l e v a n tp e r i o d ;a n d( i i ) +did not have any transaction with us in the immediately preceding financial year. +(2) Terminated/inactive distributors refer to distributors who (i) did not have any transaction with us in the relevant +period; and (ii) had at least one transaction with u s in the immediately preceding financial year. +BUSINESS +–1 7 2– + + +--- page 182 --- +During the Track Record Period, our addition of new distributors primarily reflected our +continued sales growth and our efforts to expand m arket coverage. The termination or inactivity of +certain distributors was primarily driven by performa nce-based evaluations, strategic alignment with +market dynamics, and operational adjustments, which were based on specific market conditions and +encompassed factors such as annual sales performance and payment collection efficiency. As our +sales channels continue to improve and our sales s cale expands, the number of our distributors has +grown significantly from 2023 to 2024, and the n umber of terminated and inactive distributors +remained relatively stable in 2023 and 2024. +In 2024 and 2025, the number of terminated distributors increased mainly due to business +adjustments by the distributors themselves. Some dis tributors changed their contracting entities and +continued their cooperation with us under new entit ies, while others adjusted their procurement scale +or frequency. +To the best knowledge of our Directors, as o f the Latest Practicable Date, all of our +distributors were Independent Third Partie s. Two of our distributors were our minority +shareholders, each holding 0.19% of our total issued share capital as of the date of this +prospectus, collectively contributing around 2 .0% of our total revenue during the Track Record +Period. Our Directors confirm that all sales to these distributors were conducted in the ordinary +course of business under normal commercial terms. To the best knowledge of our Directors, save as +the two distributors disclosed above, there was n o employment, financing or family relationship +between our distributors and us during the Track Record Period. +Key Terms of Arrangements with Our Distributors +Our distributors include those to whom we delegate the distribution rights of our specific +products in certain regions or to certain medical in stitutions. Each purchase is facilitated through +individual sales contracts or purchase orders. In general, distributors enter into sales contracts with +us on an ad hoc basis as and when the relevant end-customers require our products , and thus have +not signed fixed-term distribution agreements with us. However, we may enter into fixed-term +agreements with major distributors, which typic ally have a term of one year. According to Frost & +Sullivan, this distribution model is in line with the industry norm within the PRC biopharmaceutical +industry. +Our distributors are generally assigned specific regions in or medical institutions to which they +are authorized to distribute our products. We are responsible for delivering the products to +distributors’ designated wareho uses, with delivery terms specif ied in individual contracts. We +generally do not require our distributors to maint ain a minimum inventory le vel and generally do not +accept product returns or exchanges except for pro duct defects. According to Frost & Sullivan, our +non-acceptance of product returns and exchanges except for product defects is in line with industry +practice. Agreements may be terminated for m aterial breaches, such as loss of business +qualifications. For our distributors that enter into fixed-term agreements with us, our selling +prices are generally fixed during the term of the dis tribution agreements, subject to adjustment due +to changes in regulatory policies or market conditions. We generally do not set minimum purchase +amounts, but may set annual sales targets for these d istributors. If they meet or exceed these targets, +they are eligible for incentive s, mainly including offering lo nger credit terms and expanded +designated distribution coverage. +We have a seller-buyer relationship with our distributors, and we do not retain ownership of +the products sold to them. All significant risk s and rewards associated with these products are +transferred to the distributors upon delivery and acceptance. Consequently, we recognize revenue +from sales to our distributors upon delivery of our products to and acceptance by them. Our +distributors on-sell our products to their customers, which do not have any contractual relationship +with us and generally are not imposed with any of our control or oversight. We generally do not +control the prices at which our distributors resell our products to their customers. We do not require +our distributors to seek our prior approval to engage sub-distributors. We do not have contractual +relationships with sub-distributors eng aged by our distributors, nor do we manage such +BUSINESS +–1 7 3– + + +--- page 183 --- +sub-distributors directly. Instead, we rely on our distributors to supervise their respective +sub-distributors. For the risks related to the sub -distributors, please see ‘‘Risk Factors — Risks +Relating to Our Business and Industry — We m ay fail to maintain and optimize an effective +distribution network for our products and future approved product candidates.’’ +Distributor Management +We select our distributors based on their proven d istribution capabilities, familiarity with their +target markets, financial strength, credit hist ory, and operational competence. We require all +distributors to obtain all necessary license s and permits for the sale and distribution of +pharmaceuticals. Additionally, we require our distributors to comply with the latest Good Supply +Practice (GSP) standards for cold chain storage a nd transportation to ensure the safe and timely +delivery of our products to the c overed medical institutions. +In the event that a distributor breaches the r elevant distribution agreement, including +non-compliance with applicable laws and regulat ions, we will notify the distributor and request +rectification. If remedial measures are not taken wit hin the stipulated timeframe, we reserve the right +to terminate the distribution agreement. During the Track Record Period, we have not terminated +any business relationships with distributors due to violations of distribution agreements or +regulatory non-compliance. +Prevention of Cannibalization and Channel Stuffing +During the Track Record Period, we have imp lemented various measures to manage our +distributors and mitigate the risk of sales canniba lization among our distrib utors. Our distributors +are generally assigned specific regions in or med ical institutions to which they are authorized to +distribute our products. Such distributors are p rohibited from selling our products outside their +designated areas. In addition, we regularly communicate with our distributors to monitor their +activities and ensure compliance with our policies. +During the Track Record Period and up to the Latest Practicable Date, we are not aware of any +material sales cannibalization or competition amon g distributors within the same geographic area. +The Board believes that the above measures are suffi cient to mitigate potential cannibalization and +competition among distributors. +We believe that our sales correspond to actual market demand and therefore our products are +at low risk of channel stuffing in ou r distribution network, because: +(i) We generally do not set minimum purchase a mounts for distributors, which we believe +encourages distributors to order based on actual market demand and sales forecasts. +(ii) We adopt a sales model that transfer the full ownership of the goods at the time of +acceptance, and generally do not accept product returns or exchanges except for product +defects. This model shifts the responsib ility and risk of unsold inventory to the +distributors. As such, the distributors are incentivized to order based on actual sales +demand, thus reducing holding costs and the risk of obsolescence. +(iii) During the Track Record Period, a large p ortion of our products were sold under VBP +schemes through distributors. This provided a high degree of transparency and certainty +in sales volume and pricing. Consequently, the role of our distributors for these products +was primarily logistical, focusing on deliver ing products according to the orders placed by +public hospitals, which reduced the inc entive for distributors to overstock. +(iv) For domestic distributors, we generally require them to provide periodic reports on their +inventory levels and sales performance. F or our overseas distributors, some of the +distributors are required to provide su pply forecasts. This helps us plan our +manufacturing activities and ensure a stead ys u p p l yo fp r o d u c t s ,t h e r e b yr e d u c i n gt h e +risk of channel stuffing and ensurin g proper distribution management. +BUSINESS +–1 7 4– + + +--- page 184 --- +Inventory Management and Control +We require prepayment for some of our distributors and grant certain distributors a credit +period of 30 to 90 days, and based on our assessments, we generally provide longer credit periods +only to key distributors depending on specific circ umstances. Such key distributors generally meet +the following criteria, including but not limited to : a workforce of more than 100 employees, stable +cash flow, a low debt-to-asset ratio, strong financial health, no history of default, substantial annual +sales volume, and broad coverage of end customers. We believe that a shorter credit period +encourages distributors to effectively manage their cash flow and ensure procurement based on +actual demand. +Furthermore, we have the right to request a ccess to sales data from our distributors. We +typically review and evaluate distributor sales data on a semi-annual basis to regularly assess actual +market demand for our products and analyze inventory levels. We may consider to adjust our sales +strategies and the geographic or product coverage of each distributor based on market demand and +the capabilities of the distributors. +Anti-corruption and Anti-bribery Measures +Distributors generally bear respon sibilities for anti-corruption and anti-bribery under the terms +of the distribution agreements, which stipulate th at distributors (i) must comply with relevant laws +and regulations, including those related to anti-c orruption and anti-bribery; and (ii) must not offer, +promise, or authorize payment of money or valuable items to government officials or representatives +of state-owned enterprises to influence their actions or decisions. See ‘‘— Risk Management and +Internal Control.’’ +During the Track Record Period and up to the La test Practicable Date, aside from the credit +terms granted under the relevant distribution agreements, we have not provided any financing to any +distributors. During the Track Record Period, we a re not aware of any significant product returns. +For more details, see ‘‘— Product Returns and Warranties.’’ +Implication of and Compliance with the ‘‘Two-Invoice System’’ +Under the Two-Invoice System in China, invoices are issued by drug manufacturers to drug +distributors on a one-off basis while invoices are i ssued by drug distributors to medical institutions +on a one-off basis. The Two-Invoice System has been implemented by certain local authorities in +China with respect to the purchase of drugs in the r egions under their administration to control the +prices of drugs by reducing layers of distributio n and limiting price markups during the distribution +process. Public medical institutions are required to adopt the Two-Invoice System, while private +medical institutions and pharmacies are encou raged but not required to adopt the Two-Invoice +System. Pharmaceutical manufacturers and dis tributors who fail to implement the Two-Invoice +System may be disqualified from attending future bidding events or distributing drugs for the +medical institutions and blacklisted for drug pr ocurement practices. For more information on the +Two-Invoice System, please see ‘‘Regulatory Ove rview — Other Laws and Regulations in Relation to +Medical Industry — Drug Circulation and Two-Invoice System.’’ +According to the ‘‘Implementation Opinions on the Implementation of the ‘Two-Invoice System’ in +the Procurement of Drugs by Public Medical Institutions (Trial) ( 《關於在公立醫療機構藥品採購中推 +行‘‘兩票制’’的實施意見(試行)》),’’ issued and implemented on December 26, 2016 by the Medical Reform +Office of the State Council ( 國務院醫改辦) and seven other governmental departments, pharmaceutical +manufacturers shall comply with the following requirements under the Two-Invoice System: (i) issue valid +value-added tax invoices to pharmaceutical distributors; (ii) attach a compliant delivery note with each +shipment to pharmaceutical distributors, ensuring consistency in invoice details, delivery documents as +well as the amounts and flows of payments; and (iii) provide a written compliance commitment as required +by the centralized procurement organization. Such written compliance commitment generally requires +pharmaceutical manufacturers to undertake compliance by themselves and, in certain province, by their +direct distributors, with the requirements of the Two-Invoice System and applicable PRC laws and +BUSINESS +–1 7 5– + + +--- page 185 --- +regulations relating to pharmaceutical pricing, centralized procurement and tendering processes. Provided +that pharmaceutical manufacturers comply with the above-mentioned requirements, they shall not be held +liable for distributors’ failure to fulfill their obligations under the Two-Invoice System. +During the Track Record Period, we entered into s ales contracts with our distributors, issued +valid value-added tax invoices and provided deliver y notes with consistent information, including +buyer/seller details, payment amounts, quantities and specifications of the products purchased. +During the Track Record Period, we have complied w ith the centralized procurement organizations’ +requirements for documents and processes to par ticipate in the centralized tender processes. +Therefore, we believe that we have complied with t he requirements applicable to pharmaceutical +manufacturers under the Two-Invoice System. +We have a seller-buyer relationship with our distributors, and we do not retain ownership of +the products sold to them. All significant risk s and rewards associated with these products are +transferred to the distributors upon delivery and acceptance. During the Track Record Period, our +distributors on-sell our products to their customers, which do not have any contractual relationship +with us and generally are not imposed with any of our control or oversight. We do not require our +distributors to seek our prior approval to engage sub-distributors. We do not have contractual +relationships with sub-distributors eng aged by our distributors, nor do we manage such +sub-distributors directly. As advised by the PRC Legal Adviser, pharmaceutical manufacturers +shall not be held liable for the violations of the Two-Invoice System arising from distributors’ sales +through sub-distributors, and the corresponding legal consequences lie solely with the +non-compliant distributors and sub-distributors. +In addition, we have adopted a series of in ternal control measures to monitor the +implementation of the Two-Invoice System in d ifferent provinces to ensure our continuous +compliance with relevant rules, regulations and p olicies. These measures include: (i) providing +training to our management and sales and marketing team to enhance their understanding of the +Two-Invoice System as well as relevant rules and reg ulations; (ii) requiring our sales and marketing +team to timely adjust their distribution strategy a ccording to the latest implementation status of the +Two-Invoice System; (iii) conducti ng qualification reviews to verify that our distributors hold valid +licenses and certifications; (iv) including speci fic legal liability clauses in connection with the +Two-Invoice System in our agreements with distri butors. Specifically, the current distribution +agreements stipulate that (a) the distributor must ensure that its practices comply with the +Two-Invoice System and other relevant regulatory r equirements applicable in China and the relevant +target markets; and (b) both parties must strictl y comply with applicable PRC laws and regulations +relating to anti-commercial bribery, anti-corruption, anti-unfair competition and anti-money +laundering. The agreements furt her provide that any legal consequences or liabilities arising from +a breach of the Two-Invoice System or related comp liance obligations shall be borne by the party at +fault; (v) monitoring the distribution flow of our products by us through periodic reviews of +distributors’ sales data; and (vi) reviewing procurement records between the distributors and public +hospitals through the relevant official govern ment procurement platforms operating under the +Two-Invoice System. +Pursuant to our sales contracts wi th the distributors, if any distr ibutor violates the relevant +provisions of the Two-Invoice System, our Group is entitled to require such distributor to bear +liabilities for breach of contract and indemnify us f or any losses incurred b y us as a result thereof, +and we may also elect to terminate our cooperation with such distributor. +As advised by the PRC Legal Adviser, during the Track Record Period and up to the Latest +Practicable Date, we (i) had not been deemed to have violated or circumvented any laws, regulations, +rules or policies in relation to the Two-Invoic e System, (ii) had not been disqualified from +participating in public tendering processes i n any province, (iii) were not subject to any +administrative fines or penaltie s by the competent authorities in relation to the Two-Invoice +System, and (iv) had not received any warning or notice from any competent authorities in relation +to the compliance of the Two-Invoice System. As advised by our PRC Legal Adviser and confirmed +by our Directors, the products we sold to public hospitals during the Track Record Period and up to +the Latest Practicable Date have complied with the relevant provisions of the Two-Invoice System in +all material respects. +BUSINESS +–1 7 6– + + +--- page 186 --- +Based on the independent due diligence work performed by the Join t Sponsors and having +considered the view of the PRC Legal Adviser, nothing has come to the attention of the Joint +Sponsors that would reasonably cause them to cast doubt on the Company’s view in any material +aspect that the Group had not been deemed to have violated or circumvented any laws, regulations, +rules or policies in relation to the Two-Invoice S y s t e md u r i n gt h eT r a c kR e c o r da n du pt ot h eL a t e s t +Practicable Date. +Logistics Arrangement +We typically utilize third-party logistics servi ce providers to transport our products to our +distributors. We have entered into logistics serv ice agreements with these providers, under which +they are responsible for any losses incurred due to their negligence during the logistics process, +including transferring, loading, un loading, transporting, and delive ring to our customers. Generally, +we require third-party logistics service providers to maintain our products at 2 ˚Ct o8 ˚Ci n +light-protected environment, during storage and transit. During the Track Record Period, we did not +have any material disputes with third-party logistics service providers. +PRODUCT RETURNS AND WARRANTIES +We typically do not accept returns of any products, except for defective products. In the case of +defective products, we will bear all costs associated with their return and exchange. For information +regarding our distributors’ return policies, see ‘ ‘— Sales, Marketing and Distribution — Our Sales +and Distribution Arrangements.’’ +We value feedback from our distributors and end customers. We have designated personnel to +handle complaint calls and regul arly review and analyze the feedback received. We place importance +on this feedback and any complaints. We have imple mented detailed procedures for handling quality +complaints and provide emergency response for pa tients experiencing any adverse reactions to our +products. Our sales and marketing team is respons ible for following up on customer complaints to +ensure they are addressed appropriately. +During the Track Record Period, we did not pro vide any warranties regarding our products, +nor did we make any provisions for warranty claims. During the Track Record Period and up to the +Latest Practicable Date, the amounts related to pro duct returns and exchanges were insignificant. +During the Track Record Period and up to the Late st Practicable Date, we had not experienced any +material complaint or product lia bility or other legal claims from our customers due to problems +associated with the quality of our products. +In accordance with applicable requirements, i ncluding GMP, we have established a product +recall procedure, which includes guidelines and processes for notifying responsible personnel and +handling recalled products. Duri ng the Track Record Period and up to the Latest Practicable Date, +we have not recalled any products due to quality issues. +PRICING +We have developed and implemented a reasonable pricing strategy for our major product, +Human TAT, to maintain its competitiveness and pr ofitability. In determining pricing, we consider +multiple factors, primarily including our R&D, man ufacturing, and marketing costs, the value of the +product, our market share, and the competitive landscape. During the Track Record Period, the +selling price of our Human TAT for Domestic Sales w as influenced by regulations and policies in the +pharmaceutical industry, including the VBP progr am. We closely monitor new policies affecting the +pricing of pharmaceutical products in China and continuously update our pricing strategy to +navigate the evolving regulatory environment and respond to local policies and competition in +different provinces. For details, see ‘‘— Major Re cent Regulatory Reforms’’. The selling pricing of +H u m a nT A Tf o rE x p o r tS a l e s ,a sw e l la st h es a l e so fveterinary pharmaceutical products, was more +market-driven and influenced by factors includi ng local purchasing power, competitive dynamics, +and regional healthcare policie s. During the Track Record Period, our Export Sales of Human TAT +primarily served Southeast Asian and African mark ets, which are characterized by relatively low +purchasing power. Out of humanitarian conside rations and as part of our strategic efforts to +BUSINESS +–1 7 7– + + +--- page 187 --- +establish an early presence in these markets, w e have set lower selling prices for Export Sales +compared to Domestic Sales. For details of the avera ge selling prices of our products, see ‘‘Financial +Information — Description of Components of Consolidated Statements of Profit or Loss and Other +Comprehensive Income — Revenue — Sales of Human TAT.’’ +During the Track Record Period, the price of o ur Human TAT remained relatively stable. For +the average selling prices of our Human TAT, see ‘ ‘Financial Information — Description of +Components of Consolidated Statements of Profit or Loss and Other Comprehensive Income — +Revenue — Sales of Human TAT.’’ Please also see ‘ ‘Risk Factors — Risks Relating to Our Business +and Industry — Risks Relating to Sales and Distribution of Our Products and the +Commercialization of Our Product Candidates — We may not be able to maintain or increase the +sales volume, pricing level and profit margin of o ur Human TAT, and diversify our product offering +structure effectively.’’ +MAJOR RECENT REGULATORY REFORMS +NRDL +Participants in the national health insuran ce schemes are eligible for full or partial +reimbursement for the purchase of drugs included in the NRDL. The drugs included in the +NRDL are divided into Part A and Part B. Expens es incurred from purchasing drugs in Part A are +fully reimbursed under the medical insurance pro gram, while those for Part B drugs are partially +reimbursed. For further details, see ‘‘Regulator y Overview — Laws and Regulations in Relation to +New Drug — China’s National Reimbursement Drug List.’’ +Our Human TAT has been included in the Part A of the NRDL ( 國家甲類醫保品種)s i n c eM a y +2000 and is also included in the National Emergency and Rescue Drugs Directory ( 國家急(搶)救藥 +品目錄). Due to its classification as a Part A drug, patients purchasing Human TAT can receive full +reimbursement under the medical insurance program. The pri ce ceiling set by the NRDL is the final +purchase price paid by the public medical insurance bureaus. We set the ex-factory price charged to +distributors below the final purchase price (i.e., the price set for end customers). The difference +between the ex-factory price and the final purchase price allows distributors to achieve a reasonable +profit margin. Inclusion in the NRDL significant ly enhances the accessibility of our Human TAT. +The NRDL is updated annually, and the prices for drugs procured through centralized tender +processes are renegotiated every one to three yea rs. The NRDL’s impact on the pricing and the sales +volumes of our Human TAT during the Track Record Period was insignificant primarily because the +inclusion of our Human TAT in the NRDL took pla ce long before the Track Record Period. The +Directors believe that the inclu sion of our Human TAT in the NRDL will not have a significant +impact on the price and sales volume of Human TAT in the near future. +National Essential Drug List +The National Essential Drug List (2018 Editio n), issued by the National Health Commission +and the National Administration of Traditional Ch inese Medicine, aims to pr ovide affordable access +to essential medications for patients in China and e nsure equal opportunities for the public to obtain +essential drugs. Government-funded basic medical institutions (mainly including county-level +hospitals, county traditional Chinese medicine ho spitals, village health stations, and community +clinics) are required to store and use the drugs liste d in the National Essential Drug List. For further +details, see ‘‘Regulatory Overview — Laws and Re gulations in Relation to New Drug — National +Essential Drug List (2018 Edition).’’ +Our Human TAT has been included in the Nationa l Essential Drug List since September 2009, +indicating its acceptance by medical institutions and physicians and further enhancing patient access +to this product. The National Essential Drug List’ s impact on the pricing and the sales volumes of +our Human TAT during the Track Record Period was insignificant primarily because the inclusion +of our Human TAT in the National Essential Drug List took place long before the Track Record +BUSINESS +–1 7 8– + + +--- page 188 --- +Period. The Directors believe that the inclusion of our Human TAT in the National Essential Drug +List will not have a significant impact on the price and sales volume of Human TAT in the near +future. +VBP +In China, the prices of most drugs sold to public hospitals and public medical institutions are +determined through a centralized te nder process organized by nation al or provincial alliances. In the +centralized tender process, pharmaceutical comp anies may voluntarily bid to supply products to +public hospitals and other public medical institutions at specified prices, with successful bidders +being allowed to sell their products to the relevant i nstitutions at the bid prices. For more details, see +‘‘Regulatory Overview — Other Laws and Regulations in Relation to Medical Industry — +Volumetric Procurement.’’ +In August 2023, our Human TAT participated in th e centralized VBP scheme organized by the +Beijing-Tianjin-Hebei pharmaceut ical alliance and was selected a s the exclusive winner with an +allocated share of 100%. We successfully renewed o ur participation in suc h VBP scheme in February +2026, and the renewed procurement cycle has a term of two years. In December 2023, our Human +TAT participated in the centralized VBP scheme for ‘‘Shortage and Emergency Rescue Products’’ led +by Guangdong Province, covering 27 provinces an d cities. We won the top bid, with an allocated +share of 72%. The winning of bids of our Human T AT in the VBP schemes led to increased average +selling prices of our Human TAT to distributors in Do mestic Sales. Specifically, our successful bids +under the VBP schemes enhanced our bargaining power with distributors, allowing us to achieve +higher average selling prices. +The period of inclusion in the VBP schemes is gen erally two to three years. The table below sets +forth the revenue generated from the Domestic Sales of Human TAT under the VBP schemes during +the Track Record Period: +Year Ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +VBP scheme 4,426 87,325 135,726 +Non-VBP scheme 130,525 74,587 29,693 +Total 134,951 161,912 165,419 +Calculated as revenue generated from the Domestic Sales of Human TAT under the VBP +schemes divided by the total revenue generated from the Domestic Sales of Human TAT, our VBP +coverage rate increased from 3.3% in 2023 to 53.9% in 2024 and further to 82.0% in 2025. The +significant increases in 2024 and 2025 were prima rily due to the winning of bids of our Human TAT +in certain regional VBP schemes in the second half of 2023, with sales under VBP schemes gradually +increasing thereafter. +The table below sets forth the sales volume an d average selling price for the sales of Human +TAT under the VBP schemes during the Track Record Period: +Year Ended December 31, +2023 2024 2025 +Sales +Volume +Average +Selling +Price (1) +Sales +Volume +Average +Selling +Price (1) +Sales +Volume +Average +Selling +Price (1) +Units’000 RMB/unit Units’000 RMB/unit Units’000 RMB/unit +VBP scheme 548 8.1 7,091 12.3 10,881 12.5 +Non-VBP scheme 12,670 10.3 6,118 12.2 2,619 11.3 +Total 13,218 10.2 13,209 12.3 13,500 12.3 +Note: +(1) Average selling price is the price for sales to our dist ributors. The VBP scheme is implemented on a regional +b a s i s ,a n ds u c ha v e r a g es e l l i n gp r i c ei ne a c hr e g i o ni sa f f e c t e db yf a c t o r sb e y o n dV B Ps c h e m e ,i n c l u d i n gt h e +Two-Invoice System. +BUSINESS +–1 7 9– + + +--- page 189 --- +O n c ead r u gi si n c l u d e di naV B Ps c h e m e ,i t sp r ice and base line sales volume for supply to +public hospitals are determined under the scheme. However, the VBP scheme only specifies the +purchase prices payable by hospitals, while the prices payable by distributors to manufacturers are +determined through separate commercial neg otiations. Our Human TAT was selected as the +exclusive winner with an allocated share of 100 % or won the top bid with an allocated share of 72% +in the centralized VBP schemes led by certain prov inces and cities. Consequently, our distributors +did not need to devote significant resources to market maintenance, which strengthened our +bargaining power and enabled us to achieve hi gher average selling prices to distributors. +OUR CUSTOMERS AND SUPPLIERS +Our Customers +During the Track Record Period , substantially all of our revenue derived from the sales of +Human TAT. Our customers for Human TAT were dist ributors. End customers primarily comprised +public hospitals, private hospitals, c linics and other medical institutions. +Our five largest customers are China-based pha rmaceutical distribution companies. Revenue +from five largest customers in each year, calculate d on the group level with entities controlled by the +same group combined together, amounted to RMB58.0 million, RMB64.4 million and RMB77.8 +million in 2023, 2024 and 2025, respec tively, representing approx imately 29.3%, 29.2% and 33.1% of +our total revenue for the corresponding periods. Our revenue from our largest customer in each year +was RMB18.5 million, RMB28.6 million and RMB27.1 million in 2023, 2024 and 2 025, respectively, +representing 9.3%, 13.0% and 11.5% of our total re venue for the corresponding periods. We require +prepayment for some of our customers and grant certain a credit term of 30 to 90 days to our +customers, who generally make payments through w ire transfer or bank acceptance bills. There was +no major customer during the Track Record Period who was also our major supplier during the +corresponding period, or vice versa. The followi ng table sets forth details of our five largest +customers in each year during the Track Record Period: +Five largest customers +for 2025 +Commencement +of business +relationship Background Major sales +Sales +amount +Percentage +of total +revenue +(RMB’000) (%) +Customer A 2010 Established in 2003, it is a China-based state-owned +enterprise engaged in the distribution and sales of +pharmaceutical products, medical devices, the operation of +retail pharmacy chains and other activities. +Human TAT 27,049 11.5 +Customer B 2018 Established in 1993, it is a China-based enterprise principally +engaged in agrochemicals, refrigeration, pharmaceuticals +and related products. +Human TAT 17,845 7.6 +Customer C 2017 Established in 2007, it is a China-based state-owned +company primarily engaged in the production, distribution +and sales of pharmaceutical and healthcare products. +Human TAT 12,672 5.4 +Anhui Yikangwang +Health Management +Co., Ltd. +2023 Established in 2021, it is a China-based private company +engaged in the distribution and sales of pharmaceuticals, +provision of health consulting services and other activities. +Human TAT 11,687 5.0 +Jinan Zhonghui +Enterprise +Management Co., Ltd. +2024 Established in 2022, it is a privately owned enterprise in +China engaged in consulting, technical services and the sale +of medical devices. +Human TAT 8,564 3.6 +Total 77,817 33.1 +BUSINESS +–1 8 0– + + +--- page 190 --- +Five largest Customers +for 2024 +Commencement +of business +relationship Background Major sales +Sales +amount +Percentage +of total +revenue +(RMB’000) (%) +Customer A 2010 Established in 2003, it is a China-based state-owned +enterprise engaged in the distribution and sales of +pharmaceutical products, medical devices, the operation of +retail pharmacy chains and other activities. +Human TAT 28,631 13.0 +Customer C 2017 Established in 2007, it is a China-based state-owned +company primarily engaged in the production, distribution +and sales of pharmaceutical and healthcare products. +Human TAT 12,574 5.7 +Anhui Yikangwang +Health Management +Co., Ltd. +2023 Established in 2021, it is a China-based private company +engaged in the distribution and sales of pharmaceuticals, +provision of health consulting services and other activities. +Human TAT 8,994 4.1 +Jiangxi Zelin +Pharmaceutical +Technology Co., Ltd. +2017 Established in 2017, it is a China-based private company +specializing in the import and export of various goods and +technologies, as well as providing business information +consulting services. +Human TAT 7,396 3.4 +Ningbo Innotech +Biotechnology Co., +Ltd. +2021 Established in 2016, it is a China-based private company +engaged in the research and development of biological +products and the import and export of various goods and +technologies. +Human TAT 6,794 3.1 +Total 64,389 29.2 +Five largest Customers +for 2023 +Commencement +of business +relationship Background Major sales +Sales +amount +Percentage +of total +revenue +(RMB’000) (%) +Customer A 2010 Established in 2003, it is a China-based state-owned +enterprise engaged in the distribution and sales of +pharmaceutical products, medical devices, the operation of +retail pharmacy chains and other activities. +Human TAT 18,465 9.3 +Ningbo Noble +Pharmaceutical Co., +Ltd. +2018 Established in 2017, it is a China-based private company +engaged in the distribution and sales of pharmaceuticals, as +well as the import and export of various goods and +technologies. +Human TAT 12,418 6.3 +Runcheng +Biotechnology +(Xiamen) Co., Ltd. +2009 Established in 2007, it is a China-based private company +engaged in the export trade, distribution, and sales of +biopharmaceuticals, medical devices, healthcare products, +and other activities. +Human TAT 10,669 5.4 +Wuhan Guokang +Pharmaceutical Co., +Ltd. +2005 Established in 2003, it is a China-based private company +engaged in the distribution and sales of biological +products, technical consulting and other activities. +Human TAT 8,810 4.4 +Jiangsu Hailei +Pharmaceutical Co., +Ltd. +2018 Established in 2007, it is a China-based private enterprise +engaged in the distribution and sales of pharmaceuticals, +s a l e so fm e d i c a ld e v i c e sa n do t h e ra c t i v i t i e s . +Human TAT 7,592 3.8 +Total 57,954 29.3 +To the best knowledge of our Directors, all of our five largest customers in each year during the +T r a c kR e c o r dP e r i o da r eI n d e p e n d e n tT h i r dP a r t i es. None of our Directors, their respective close +associates or any shareholder who, to the knowledge of our Directors, owned more than 5% of our +issued share capital as of the Latest Practicable Date, has any interest in any of our five largest +customers in each year during the Track Record Period. +Our Suppliers +The key material used in the manufacturing of Human TAT is immunized equine plasma, which +we primarily produced in house. During the Track Record Period, we made a one-time purchase of +immunized equine plasma from a third-party supplie r, as part of our efforts to diversify our supply +chain and mitigate potential disruptions to the supply chain. During the Track Record Period, we +primarily procured horses, fodder, and pharmaceuti cal packaging materials f rom suppliers in China. +Additionally, we engaged third-party promoters and CROs to support our operations. +BUSINESS +–1 8 1– + + +--- page 191 --- +Purchases from our five largest suppliers in each year, calculated on the group level with +entities controlled by the same group combined t ogether, amounted to RMB26.2 million, RMB15.1 +million and RMB14.2 million in 2023, 202 4 and 2025, respectively, rep resenting 35.7%, 22.8% and +21.3% of our total purchases for the corresponding periods. Our purchases from our largest supplier +in each year were RMB8.9 million, RMB3.7 millio n and RMB3.9 million in 2023, 2024 and 2025, +respectively, representing 12.2%, 5.6% and 5. 8% of our total purchases for the corresponding +periods. We typically process payments to supplie rs via wire transfer or bank acceptance bills, which +often require full prepayment or offer about 30 to 90 days of credit terms. During the Track Record +Period, we settled payments with certain custo mers through bills, which were recognized as bills +receivables. Meanwhile, we endorsed bills receivabl es received from customers to certain suppliers +for the settlement of trade payables. If the bills are n ot paid on maturity, the suppliers have the right +to request us to pay the unsettled balance. These arrangements arose from our ordinary course of +business and is a common practice for sales of goo ds. The following table sets forth details of our +five largest suppliers in each year during the Track Record Period: +Five largest suppliers +for 2025 +Commencement +of business +relationship Background +Our major +purchases +Purchases +amount +Percentage +of total +purchases +(RMB’000) (%) +STAM (Beijing) +Pharmaceutical +Technology Group +Co., Ltd. +2025 Established in 2005, it is a CRO company specializing in +providing one-stop, full-service clinical research solutions. +CRO services 3,888 5.8 +Hangzhou Tigermed +Consulting Co., Ltd +2022 Established in 2004, it is a China-based enterprise providing +innovative R&D solutions across the entire life cycle for +t h eg l o b a lp h a r m a c e u t i c a la n dm e d i c a ld e v i c ei n d u s t r i e s . +CRO services 3,568 5.4 +Supplier B 2024 Established in 2009, it is a private listed biopharmaceutical +company in China focused on the research, development, +manufacturing and commercialization of human vaccines. +Purified tetanus +toxoid bulk +2,337 3.5 +Supplier A 2025 Established in 2022, it is a private enterprise in China +principally engaged in livestock breeding, animal +husbandry, and the production of breeding livestock and +poultry. +Horses 2,286 3.4 +Hangzhou Yunle Brand +Management Co., Ltd. +2024 Established in 2019, it is a China-based private enterprise +specializing in brand promotion, marketing planning, and +market research services. +Promotion +services +2,160 3.2 +14,239 21.3 +Five largest Suppliers +for 2024 +Commencement +of business +relationship Background Our major purchases +Purchases +amount +Percentage +of total +purchases +(RMB’000) (%) +Supplier C +(1) 2024 It is a China-based company primarily +engaged in manufacturing of veterinary +tetanus antitoxin. +Veterinary tetanus antitoxin 3,713 5.6 +Supplier D 2024 It is a China-based company specializing in +the supply of immunized equine plasma. +Immunized equine plasma 3,425 5.2 +Supplier E 2023 It is a China-based company specializing in +livestock breeding and sales. +Horses 3,082 4.6 +Hangzhou Yunle Brand +Management Co., Ltd. +2024 Established in 2019, it is a China-based +private enterprise specializing in brand +promotion, marketing planning, and +market research services. +Promotion services 2,773 4.2 +Chengdu Bolaiya +Biotechnology +Promotion Co., Ltd. +2021 Established in 2016, it is a China-based +private company providing promotion +services, enterprise management consulting, +and other services. +Promotion services 2,131 3.2 +Total 15,124 22.8 +BUSINESS +–1 8 2– + + +--- page 192 --- +Five largest Suppliers +for 2023 +Commencement +of business +relationship Background Our major purchases +Purchases +amount +Percentage +of total +purchases +(RMB’000) (%) +Shanghai Medicilon +Bio-Medical Co., Ltd. +2022 It is a China-based CRO service provider +offering comprehensive pre-clinical +research and development services for +biopharmaceuticals. +Pre-clinical research services 8,943 12.2 +Supplier E 2023 It is a China-based company specializing in +livestock breeding and sales. +Horses 5,808 7.9 +Gaotai County Jian +Quan Zi Forestry and +Animal Husbandry +Technology +Development Co., +Ltd., and Hainan +Chuangxin +Pharmaceutical +Technology +Development Co., +Ltd. +(2) +2022 It is a China-based group of companies +engaged in cultivation and sales of fodder +and other activities. +Fodder 4,316 5.9 +Hangzhou Huaxiang +Biopharmaceutical +Co., Ltd. +2017 Established in 2006, it is a China-based +private enterprise specializing in promotion +services in the field of biological products +in the pharmaceutical industry. +Promotion services 4,234 5.8 +Chengdu Bolaiya +Biotechnology +Promotion Co., Ltd. +2021 Established in 2016, it is a China-based +private company providing promotion +services, enterprise management consulting, +and other services. +Promotion services 2,881 3.9 +Total 26,182 35.7 +Notes: +(1) We purchased veterinary tetanus antitoxin from third -party suppliers during the T r a c kR e c o r dP e r i o d ,m a i n l y +because we have suspended the production of this product a nd this interim procurement strategy was essential to +ensure uninterrupted supply to our customers, thereby maintaining customer relationships. +(2) These companies are a group of entities controlled b y Ms. Jing and/or her associates during the Track Record +Period. +To the best knowledge of our Directors, save as di sclosed above, all of our five largest suppliers +in each year during the Track Record Period are Independent Third Parties, and none of our +Directors, their respective close associates or any shareholder who, to the knowledge of our +Directors, owned more than 5% of our issued share cap ital as of the Latest Practicable Date, has any +interest in any of our five largest suppliers in each year during the Track Record Period. +INTELLECTUAL PROPERTY RIGHTS +As of the Latest Practicable Date, we had 52 registered patents, four pending patent +applications, two registered domain names, and s ix registered trademarks in the PRC, as well as two +registered trademarks in Hong Kong, which we cons ider to be material to our business. For details +of our intellectual property rights, see ‘‘App endix VII — Statutory and General Information — +Further Information About the Business of Our Company — 2. Intellectual Property Rights.’’ +In order to protect our intellectual property rights, we generally require our employees who +have access to trade secrets or confidential busi ness information to enter into confidentiality +agreements. These agreements typically provide tha t all relevant intellectual properties developed by +our employees during the course of their employmen t with us become our intellectual properties and +are treated as trade secrets. Our employees are contractually required to refrain from disclosing +confidential information to third parties, and t hey are strictly prohibited from transmitting +confidential information in public settings or through non-secure communication channels. In +addition, we have taken the following key measures to protect our intellectual property rights: (i) +implementing a set of comprehen sive internal policies to estab lish robust management over our +intellectual property rights, (ii) deploying a spec i a lt e a mt og u i d e ,m a n a g e ,s u p e r v i s ea n dm o n i t o r +BUSINESS +–1 8 3– + + +--- page 193 --- +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 when necessary. +During the Track Record Period and up to the Latest Practicable Date, we had not been sued +on the basis of, and had not undergone arbitration in respect of, nor had we received any notification +from third parties claiming infringement of any intellectual property or sales of counterfeit +pharmaceutical products that have had a material adverse effect on our business. In addition, during +the Track Record Period and up to the Latest Practicable Date, we had not been the subject of any +adverse finding in an investigation or audit by any governmental authorities in respect of the +infringement of any intellectual property of thi rd parties or sales of counterfeit pharmaceutical +products that had a material adverse effect on our b usiness. During the Track Record Period, we had +not initiated any legal proceedings against third part ies in relation to infringement of our intellectual +property rights or sale of counterfeits of our pr oducts. However, despite our internal control +procedures, we are still subject to risks relating to intellectual property rights. See ‘‘Risk Factors — +Risks Relating to Our Business and Industry — Risk s Relating to Our Intellectual Property Rights’’ +for details.’’ +However, our patents in connection with our Human TAT are mainly general-purpose +technology patents. Essentially, the components of antiserum products are not inherently +patent-dependent, but we believe we do not face imminent competition from other +biopharmaceutical companies for our Human TAT, on the basis of the following: +. Antiserum products are biological products that contain polyclonal antibodies produced +in animals, consisting of antibody mixtures t hat bind to different epitopes of the same +target pathogen. They are not chemically synt hesized molecules and therefore, there are +no ‘‘generic drugs’’ in the conventional sense ( i.e., identical active ingredient after patent +expiry). Due to the absence of well-defined str uctural or sequential characteristics, the +antibody mixtures are generally not subject to patent protection; and +. While potential competitors may develop similar b iological products in t heory, significant +industry barriers make it difficult fo r them to enter the market. We operate a +fully-integrated business model that mainly relies on our end-to-end capabilities and the +protection of technical know-hows and general-purpose technologies rather than patent +exclusivity of component structures to ma intain competitiveness in the market. +Specifically, the antiserum industry is characterized by high barriers to entry and each +segment of the industry value chain presents si gnificant technical, industrial and resource +barriers, making the industry highly technolo gy-, resource-, and experience-intensive. +According to Frost & Sullivan, new entrants ty pically require 5 to 10 years to establish an +industrial foundation. As one of the few antiserum companies in China and globally to +achieve full-industry-chain integration, we have established a competitive edge against +potential competitors, which ultimately protects us from new generic entrants. +While we continue to maintain strong competitiv e strengths within our industry, we may still +face competition from other comp anies, please see ‘‘Risk Factors — Risks Relating to Our Business +and Industry — We may not be able to compete effectiv ely against current and future competitors.’’ +Given the inherent variability of polyclonal ant ibodies, achieving abs olute batch-to-batch +uniformity is not feasible. Instead, we ensure product consistency through a comprehensive and +integrated quality assurance sys tem. Specifically, variability i s minimized at the source through +standardized raw materials and immunization processes, controlle d during production using robust +and validated procedures, and verified post-production through extensive analytical testing. These +measures ensure that, despite minor natural variation s, all final products consistently maintain their +critical quality attributes, particularly biologi cal activity, and remain within validated ranges of +safety and efficacy. +BUSINESS +–1 8 4– + + +--- page 194 --- +COMPETITION +The pharmaceutical and biopharmaceutical industries are characterized by rapidly advancing +technologies and competition. We face competition from other pharmaceutical companies, including +large, established pharmaceutical companies as well as some smaller emerging pharmaceutical +companies. +Our products and product candidates currently mainly focus on antiserum and anti-infective +areas, and we primarily compete with products t hat are indicated for similar conditions as our +products on the basis of efficacy, safety, pricin g, general market acceptan ce and recognition. The +identities of our key competitors vary by product and, in certain cases, our competitors may have +greater financial and research and development resources than us, may elect to focus these resources +on developing, importing or in-licensing and m arketing products that are substitutes for our +products and may have broader sales and marketing infrastructure with which to do so. See +‘‘Industry Overview’’ for more details about the major competitors of our products. +We believe our continued success will depend on our following capabilities: the end-to-end +capabilities spanning the entire industry value c hain — from animal farming and breeding, antigen +development and testing, host animal immunizat ion, immunized plasma collection to antibody +purification and formulation; the capability to develop innovative products and advanced +technologies; the capability to attract, retain an d cultivate talent; the capability to maintain high +quality standards; the capability to obtain and ma intain regulatory approvals; the capability to +effectively market and promote products; and t he capability to extend our reach into overseas +market. +EMPLOYEES +As of December 31, 2025, we had 327 employees in total, all of whom are located in China. The +following table sets forth the number of our employees categorized by function as of December 31, +2025. +Function Number +Percentage +of total +Sales and Marketing 33 10.1% +Manufacturing 151 46.2% +Research and development 43 13.1% +Quality assurance 22 6.7% +Finance and accounting 17 5.2% +Management and administrative 61 18.7% +Total 327 100% +We enter into individual employment contracts wi th our employees covering salaries, bonuses, +employee benefits, workplace safety, confidentia lity obligations, work product assignment clause +and grounds for termination. We also enter into s eparate confidentiality and non-competition +agreements with our key management and employees who have access to trade secrets or confidential +information about our business. The contracts with our key personnel typically include a standard +non-compete agreement that prohibits the employe e from competing with us, directly or indirectly, +during his or her employment and for a certain period after the termination of his or her +employment. The confidentiality agreements typica lly include undertakings regarding assignment of +inventions and discoveries made during the course of his or her employment. For further details +regarding the terms of confidentiality and empl oyment agreements with our key management, see +‘‘Directors and Senior Management.’’ +We recruit our employees based on their qualifi cation and potential. We provide new employee +training to our employees and periodic on-the-jo b training to enhance the skills and knowledge of +our employees. Our employees’ remuneration compr ises salaries, bonuses, provident funds, social +security contributions, and other welfare payments. We have made contributions to our employees’ +BUSINESS +–1 8 5– + + +--- page 195 --- +social security insurance funds (including pensio n plans, medical insuran ce, work-related injury +insurance, unemployment insurance and matern ity insurance) and housing funds pursuant to +applicable laws and regulations. +We have established a labor union and we belie ve we maintain a good working relationship +with our employees. During the Track Record Perio d and up to the Latest Practicable Date, we were +not subject to any material claims, lawsuits, pe nalties or administrative actions relating to +non-compliance with occupational health and safety laws or regulations, and had not experienced +any strikes, labor disputes or industrial actions which have had a material effect on our business. +Social Insurance and Housing Provident Fund +Pursuant to the relevant PRC laws and regulation s, employers are obligated to contribute to +the social insurance and housing provident fund for their employees. During the Track Record +Period, we did not make adequate social insurance and housing provident fund contributions for +certain employees. Pursuant to the relevant PRC l aws and regulations, if any of the relevant social +insurance authorities is of the view that the social insurance contributions we made for our +employees do not comply with the requirements under the relevant PRC laws and regulations, it may +order us to pay the outstanding balance within a prescribed time period plus a late fee of 0.05% of +the total outstanding balance per day. If we fail to do so within the prescribed period as requested by +the relevant social insurance authorities, we may be subject to a fine ranging between one to three +times of the total outstanding balance. In addition, if any of the relevant housing provident fund +authorities is of the view that our contributions to the housing provident fund do not satisfy the +requirements under the relevant PRC laws and regulations, it may order us to pay the outstanding +balance within a prescribed period. If we fail to do so within the prescribed period, we may be subject +to an order from the relevant PRC courts for comp ulsory enforcement. As of December 31, 2023, +2024 and 2025, we made provision for shortfall of social insurance and housing provident fund +contributions of approximately RMB1.2 million , RMB1.4 million and RMB1.4 million, respectively. +We will make adequate contribution to the social insurance by the end of 2027 and to housing +provident funds by the end of 2028. +As of the Latest Practicable Date, we had not bee n subject to any administrative penalties for +the aforementioned matters, nor were we aware of a ny material employee complaint or dispute with +respect to social insurance or housing provident fund contribution. As advised by our PRC Legal +Adviser, based on the compliance certificates i ssued by the relevant competent authorities, the +market entity credit reports, and the intervie ws with the relevant competent governmental +authorities, and considering relevant regulatory policies and the facts stated above, and provided +that there are no material changes to the current so cial insurance, housing provident fund policies +and regulations, or to the enforcement and supervision requirements of local governments, the +likelihood that the competent government authorities would impose penalties on us due to our +failure to make full payment of the social insuranc e and housing provident funds during the Track +Record Period is low. +In addition, we have taken the following rectific ation measures to prevent future occurrence of +such non-compliance: (i) we plan to strengthen l egal compliance training to our employees to +increase their awareness of the relevant PRC laws and regulations and encourage their cooperation +in making payments for social insurance and housi ng provident funds; (ii) we have implemented and +distributed to our employees an internal control policy with respect to social insurance and housing +provident fund contributions in compliance with relevant PRC laws and regulations; and (iii) we +plan to regularly consult external counsel to asse ss whether we are at risk of non-compliance with the +relevant laws and regulations. +BUSINESS +–1 8 6– + + +--- page 196 --- +LAND AND PROPERTIES +Owned Properties +As of the Latest Practicable Date, we held land u se rights certificates for multiple parcels of +land with total site area of approximately 388,37 8 sq.m. and occupied a number of buildings with an +aggregate gross floor area of approximately 56 ,993 sq.m. in the PRC. These parcels of lands and +properties are primarily for the use of production facilities, administrative offices, employee +dormitories and R&D buildings. They are mainly lo cated in Ji’an, Jiangxi Province; Zhangye, Gansu +Province; Chifeng, Inner Mongolia; and Haikou, Hainan Province. +Jones Lang LaSalle Corporate Appraisal and Advisory Limited, an independent property +valuer, has valued the selected property interests owned by us as of March 31, 2026. Please refer to +the full property valuation report set forth in Appe ndix III to this prospectus. Having considered the +implications of Rule 5.01A of the Listing Rules, the property interests not subject to valuation are +the property interests (i) that form part of our pr operty activities and with a carrying amount below +1% of our total assets, and the total carrying amount of such property interests not valued does not +exceed 10% of our total assets, or (ii) that do not form part of our property activities and the +carrying amount of such property interest is below 15% of our total assets. +As of the Latest Practicable Date, we had not obtained the real estate ownership certificates for +three of our properties in Haikou, Hainan province, with an aggregate gross floor area of +approximately 5,515 sq.m. Thes e properties are currently used primarily as laboratories and +administrative offices or currently vacant. These three properties were acquired from an Independent +Third Party and the lack of real estate ownership cer tificates for these properties is mainly because +the Independent Third Party seller failed to complete the necessary procedures during the +construction period. Given the complexity and lengthy approval process associated with +completing these procedures, we plan to co m m e n c er e n o v a t i o na n dr e l a t e dw o r ko nt h e s e +properties by the end of 2026, while concurrently submitting the necessary applications to obtain +the real estate ownership certificates. As advise d by the PRC Legal Adviser, the absence of estate +ownership certificates for the relevant propertie s does not, in itself, prohibit or invalidate the +carrying out of renovation or related works on the properties, provided that all necessary planning +and construction permits have been duly obtained in accordance with the laws. We were not aware of +any ownership controversy or dispute or thi rd party claims, nor had we been imposed any +administrative penalties, regarding these prope rties during the Track Record Period and up to the +Latest Practicable Date. We consulted Haikou National High-tech Industrial Development Zone +Administrative Committee ( 海口國家高新技術產業開發區管理委員會) which is the competent +authority as advised by our PRC Legal Adviser, there is no impediment for us to continue to use +and occupy these properties. In view of the foregoing, our PRC Legal Adviser is of the view, and our +Directors concur, that the absence of relevant real estate ownership certificates of these properties +will not have a material adverse impact on our business operations. +As of Latest Practicable Date, save as discussed above, none of our owned properties and land +that we held land use rights for were subject to an y encumbrance, mortgage, lien or pledge, and we +have obtained the real estate ownership certificates for all of our owned properties as of the Latest +Practicable Date. +Leased Properties +As of the Latest Practicable Date, we leased two properties. One leased property is located in +Zhangye, Gansu Province, with a site area of approximately 1,270 acres, used for the cultivation of +fodder. Another leased property is located in Chi feng, with a floor area of approximately 1,200 +sq.m., used for PMSG intermediates. As of the Late st Practicable Date, lease agreements for these +properties had been registered with the relevant PRC authorities. +BUSINESS +–1 8 7– + + +--- page 197 --- +INSURANCE +We maintain insurance policies that are requ ired under PRC laws and regulations as well as +based on our assessment of our operational needs a nd industry practice. We maintain motor vehicle +insurance and employer’s liability insurance. In the future, to the extent that any of the types of +insurances becomes mandatory due to changes of law or other reasons, we will acquire such +insurance in compliance with law. Our Directors c onsider that our existing insurance coverage is +sufficient for our present operations and in line with the industry practice in the PRC. Based on the +independent due diligence conduc ted, nothing has come to the Joint Sponsors’ attention that would +reasonably cause them to disagree with the above-m entioned Directors’ view on sufficiency of the +Group’s insurance coverage. For details, see ‘‘R isk Factors — Risks Relating to Our Business and +Industry — Risks Relating to Our General Oper ations — We have limited insurance coverage, and +any claims beyond our insurance coverage may r esult in our incurring substantial costs.’’ +HEALTH, OCCUPATIONAL SAFETY AND ENVIRONMENTAL PROTECTION +We are subject to various social, health, safety and environmental laws and regulations and our +operations are regularly inspected by local gove rnment authorities. We believe we have adequate +policies ensuring compliance with all social, health, safety and environmental protection regulations. +We intend to create a lasting positive en vironmental, social and governance (‘‘ ESG’ ’ )i m p a c to no u r +customers, suppliers and the broader community whom our operation may impact. We acknowledge +our responsibilities on environmental protecti on, social responsibilities and are aware of the +climate-related issues that may have impact on o ur business. We are committed to complying with +ESG reporting requirements upon Listing. +The Board of Directors is responsible for establishing, reviewing, and approving our ESG +strategy, policies, and principles. The Board ove rsees ESG-related matters and ensures compliance +with applicable laws and regulations. The rele vant board-level committee, the Sustainability +Committee, consisting of Dr. TSANG Hiu Leong ( 曾曉亮), Dr. ZOU Pingxue ( 鄒平學), Ms. JING +Ruihua ( 敬瑞華) Mr. YAO Xiaodong ( 姚曉東) and Mr. LI Changqing ( 李長青), will coordinate +ESG-related efforts, identifies material ESG i ssues, guides day-to-day ESG management, and +oversees ESG report preparation. This committee also monitors ESG performance through regular +reviews and reports to the Board on an annual bas is. The members of our Sustainability Committee, +possessing rich industry-related or professional ma nagement experience, have accumulated hands-on +experience in managing business operations and have in-depth knowledge and exposure to ESG +matters. Our operational units, including various departments and subsidiaries, execute ESG tasks +within their scope of responsibility, assess an d mitigate ESG risks to ensure compliance with +environmental, health, and safety regulation s, and report progress to senior management. +Our Sustainability Committee under our Board sh all adopt various strategies and measures to +identify and prioritize material ESG issues, including but not limited to: +. reviewing and assessing the ESG reports of similar companies in the industry to ensure +that all relevant ESG-related risk s are identified on a timely basis. +. reviewing reports submitted by our Stra tegy Committee and discussing with such +committee from time to time to ensure all the material ESG areas are recognized and +reported. +. discussing with key stakeholders on key ESG p rinciples and practices to ensure that the +significant aspects are covered. +. organising a specific ESG risk management process to identify and consider ESG risks +and opportunities separate from other business risks and opportunities. +. setting targets for environment KPI with regard to pollution and natural resource +consumption. For example, we plan to reduce GHG emissions and electricity +consumption by 5% within the next five years. +As a biopharmaceutical company, we face a variety of environmental, health or safety-related +risks associated with our operations over the sh ort-, medium- and long-term. For example, our +operations involve the use of haz ardous materials, and may produce hazardous waste products to the +BUSINESS +–1 8 8– + + +--- page 198 --- +environment. If we fail to process the hazardou s materials in compliance with relevant laws and +regulation, cause injury to persons involved or contaminate the environment, we could incur +significant costs associated with administrativ e, civil or criminal fines and penalties, lose our +permit/certificate or be ordered to make substantial alternation to our business operations. See +‘‘Risk Factors — Risks Relating to Our Business and Industry — We deal with potentially harmful +biological materials and other hazardous materials that may cause environmental contamination or +injury to others’’ for further details. +We have adopted a series of ESG policies, in cluding but not limited to: (i) reducing GHG +emissions from horse breeding through measu res such as optimizing feed formulations and +converting manure into organic fertilizer; (ii) esta blishing a land quality inspection team to conduct +comprehensive land evaluations on a regular basis to prevent overgrazing and maintain biodiversity +in pasture lands; (iii) providing welfare measures for horses in compliance with relevant laws and +regulations, such as spacious and comfortable stab les, fresh and nutritious feed, and a professional +veterinary team. +We place strong emphasis on animal welfare and have established comprehensive internal +standards to ensure the humane treatment of horses used for used for immunized plasma production. +We have adopted Equine Welfare Management Procedures and Equine Welfare and Health +Standards, which set out welfare requiremen ts across all stages of horse procurement, +transportation, quarantine, immunization, feed ing, plasma collection, an d daily management. Our +animal welfare standards are base d on applicable PRC national and industry standards, including +GB/T 42011–2022 General Principles for Laboratory Animal Welfare and GB/T 35892–2018 +Guidelines for Ethical Review of Laboratory Animal Welfare, and also incorporate key principles +reflected in international animal welfare standa rds published by the World Organisation for Animal +Health and the European Convention for the Pr otection of Animals Kept for Farming Purposes. +We have established internal policies governing horse procurement, welfare management and +health monitoring. In particular, we conduct d ue diligence and qualification reviews of horse +suppliers and require compliance with our procurement and animal welfare standards to promote +ethical sourcing and humane treatment throughout the procurement process. We also maintain +dedicated veterinary and animal husbandry teams, comprising 21 personnel, responsible for animal +health management and welfare supervision, in cluding routine health examinations, daily +observation and timely veterinary interventi on where necessary. We apply human apheresis +plasma collection technology for equine plasma co llection, allowing red blood cells to be returned +to the horse and thereby significantly reducing p hysical stress. The use of smaller-gauge needles +instead of traditional larger on es further minimizes discomfort. Plasma collection volumes are +strictly regulated based on each horse’s body weight and health condition. Horses are retired if they +fail to meet antibody titer standard for three c onsecutive immunization cycles or if they have +physical injuries that prevent c ontinued immunization/plasma co llection. For retired horses, we +properly handle their disposal, such as by selling the m to herders or other third parties. For deceased +horses, they are disposed of in accordance wit h procedures approved by the local competent +authorities. +We have adopted internal control measures to ensure compliance with animal welfare +requirements, including limits on the volume and fre quency of plasma collection. We also regularly +monitor key animal welfare indicators, including m ortality and retirement rates. The mortality rate +and retirement rate are calculated by dividing the number of horses that died or were retired during +the relevant year, respectively, by the sum of (i) the number of horses at the beginning of the year +and (ii) the number of horses added during the year. During the Track Record Period, the mortality +rates of our horses were 9.0%, 4.4% and 5.0% in 2023, 2024 and 2025, respectively, and all recorded +deaths were investigated and documented with ident ified causes. The relatively higher mortality rate +in 2023 was primarily attributable to the disruptio n to the normal replenishment and replacement of +horses during the COVID-19 pandemic in 2022, which resulted in a temporarily longer average +utilization cycle of the existing horse populati on. Following the resumption of normal horse +procurement and replacement activities, the mor tality rate decreased significantly and remained +BUSINESS +–1 8 9– + + +--- page 199 --- +stable in 2024 and 2025. During the same periods, the retirement rate of our horses were 31.2%, +38.7% and 36.5%, respectively, primarily due to p roduction cycle requirements, antibody titer +performance or health conditions. We did not experience any material animal welfare-related +accidents during the Track Record Period and up to th e Latest Practicable Date. In addition, injuries +to horses remained at a very low level and were limit ed to minor and recoverable injuries arising +from routine husbandry activities. +Our historical ESG compliance costs mainly incl ude: (i) installation and maintenance of sewage +treatment facilities and waste dust removal facilitie s; (ii) entrusting third-party hazardous waste +disposal companies; and (iii) donating materials t o the Red Cross. We expect to continue incurring +the above-mentioned compliance costs in the future. +Resource Consumption and Emissions +We rely on various metrics to measure the impac t of our business on the environment, mainly +including the amount of resource consumption, and the amount of waste (including wastewater and +solid waste) and GHG emissions. The followi ng table sets forth our resource use and +emission-related indicators during the Track Record Period. +Year Ended December 31, +2023 2024 2025 +Resource consumption +Electricity (MWh) 2,609 2,130 2,874 +Water (tons) 82,692 75,300 75,409 +Natural Gas (tons) +(1) 123,049 — — +Steam (tons) (1) 2,317 2,865 5,141 +Emission +Wastewater (tons) 11,616 11,618 7,624 +Hazardous solid waste (tons) 32 27 16 +Carbon and greenhouse gas (‘‘ GHG’’) (tCO2e) +(2) 377,061 1,991 3,169 +Including: Scope I (1) 374,992 18 15 +Scope II 2,069 1,973 3,153 +Notes: +(1) Starting from July 2023, we transitioned to sourcing st eam from a local cogeneration plant, replacing our usage +of in-house natural gas-fired boilers. This shift led to an increase in steam consump tion while significantly +reducing natural gas usage in 2023. In 2024, we had fully transitioned away from natural gas usage, resulting in +no natural gas consumption for the year and a corresp onding increase in steam c onsumption. The aforesaid +transition also contributed to a substantial reduction in Scope 1 GHG emissions in both 2023 and 2024. +(2) With reference to GHG Protocol, we classified our gre enhouse gas emissions into the following scopes: Scope 1 : +direct greenhouse gas emissions; Scope 2 : Indirect greenhouse gas emissions; and Scope 3 : other indirective +greenhouse gas emissions. Direct greenhouse gas emi ssions, primarily from the combustion of fossil fuels +consumed by us and emissions from our operational acti vities. Scope 2 : Indirect greenhouse gas emissions, +primarily from the consumption of purchased electricit y and steam. Scope 3 : Other indirect greenhouse gas +emissions, primarily from the upstream and downstream val ue chain. It is difficult to audit such emissions as they +are mainly generated from upstream and downstream val ue chain. We did not make statistics and auditing for +these emissions. +We incorporate the concept of resource conservation into our corporate culture and the daily +operation of our laboratories and offices, mon itor our resource consumption and established +internal resource consumption management sys tems for laboratories and offices. We actively +implement energy-saving measures in our daily oper ation, such as timely turning off idle equipment +and lighting in laboratories and offices, and adjusting the operation load of air conditioners. We +focus on water resources issue and actively shoul der the social responsibility of protecting water +resources. Municipal water supply networks are the main incoming source of our Company’s water, +and we did not encounter major difficulties seeki ng suitable water sources during the Track Record +Period. +BUSINESS +–1 9 0– + + +--- page 200 --- +The waste we produce is divided into hazardous waste (such as filter press waste residue, +toluene packaging bottles, and labo ratory waste reagents) and non-h azardous waste (such as general +office waste). Hazardous waste from our R&D and p roduction processes is handled by qualified +third-party waste treatment companies. We monitor wastewater discharge and pre-treat +concentrated wastewater at our sewage treatment station, where it undergoes pH adjustment, +coagulation and sedimentation, hydrolysis acidific ation, and contact oxidation before discharge. +Non-hazardous waste is collected and disposed of b y sanitation companies. Our operation does not +involve organized exhaust gas emissions. For unorganized exhaust gas, we engage qualified +third-party companies to conduct periodic monitoring. Our Directors confirm that our disposal of +hazardous virus waste is in accordance with the relevant laws and regulations. +Our Board will set targets for each material K PIs at the beginning of each financial year in +accordance with the disclosure requirements of the Listing Rules and other relevant rules and +regulations upon listing. For example, we plan to reduce GHG emissions and electricity +consumption by 5% within the next five years. The relevant targets on material KPIs will be +reviewed on an annual basis to ensure that they remain appropriate to the needs of our Group. In +setting targets for the ESG-related KPIs, we will take into account our respective historical +consumption or discharge levels during the Track Record Period, and our future business expansion +in a thorough and prudent manner with a view of balancing business growth and environmental +protection to achieve sustainable development. We will continue to adopt a wide range of +environment conservation measu res to limit resource consumption and emissions. With respect to +resource consumption, we will (i) i nstall energy efficient facilities for our daily office operation and +manufacturing process; (ii) limit ing business air travels and replacing long-journey in-person +meetings with virtual conferences where possible; (iii) promote paperless office and (iv) cultivate a +corporate culture of environmental protection thr ough employee training and office policies, such as +switching off certain equipment or setting up au tomatic power shutdown for certain systems and +devices when not in use. With respect to waste gener ation and greenhouse gas emissions, we will (i) +regularly monitor and assess sources of hazardous waste generation and update to more +environment-friendly manufacturing processes and facilities when appropriate; (ii) optimize horse +feed formulation to improve feed digestibility a nd utilization rate and (iii) continue to work with +qualified professional waste pro cessors and enhance our on-site waste treatment capacities, such as +converting livestock and poultry manure into organic fertilizer. +Social Responsibilities +In respect of social responsibilities, we are c ommitted to offering a fair and caring working +environment to our employees. We have transpar ent policies on recruitment, compensation, +dismissal, equal opport unities, diversity and anti-discrimination. We encourage our employees who +encounter any discrimination to seek immediate assi stance, which also allo ws us to conduct timely +investigation and follow up as needed. In addition, we provide training programs on industry and +regulatory developments to our employees. D uring the outbreak of COVID-19 pandemic, we +endeavored to provide a safe work environment by implementing company-wide self-protection +policies for employees, including providing prote ctive masks and sanitization to our employees. +Work Safety +To ensure our compliance with applicable laws an d regulations on environmental, health and +safety and to maintain a healthy and safe enviro nment for our employees, we (i) establish and +improve the work safety responsibility system, cl arifying the work safety responsibilities of +management personnel at all levels and employees in all positions within the company; (ii) inspect +our equipment and facility regularly to identify and eliminate safety hazards, (iii) assign designated +personnel to manage relevant issues during daily operations, (iv) provide regular safety awareness +training to our employees, (v) conduct annual health examinations for employ ees, and (vi) formulate +comprehensive emergency response plans for work safety accidents, covering various possible +accident types such as fires, mechanical injuries, and animal injuries, and regularly organize and +conduct emergency drills. During the Track Record P eriod and up to the Latest Practicable Date, we +have not experienced any major workplace accident. +BUSINESS +–1 9 1– + + +--- page 201 --- +Environmental Matters +We are concerned about the impact of our busi ness on climate and environment. We prepare +environmental impact reports for construction of new factories and/or production lines in +accordance with applicable laws and regulations, and prepare environmental risk assessment +reports periodically. We strive t o take measures to protect the ecological environment during our +business operation, with an aim of minimizing adver se environmental impact. Such measures include +but are not limited to (i) installing water saving ap pliances in areas such as workshops and horse +farms; (ii) increasing the staff’s education on wa ter saving; and (iii) using treated wastewater for +irrigation on green belts. Our operations involv e the use of hazardous and flammable materials, +including chemicals and biological materials, a nd may also produce hazardous waste. All waste +generated during our operations will be stored in accordance with our internal policies and +applicable laws and regulations and discharged f ollowing harmless treatment by qualified service +providers. +We are exposed to climate risks mainly includi ng extreme high and low temperature, strong +winds and sandstorm. We have taken many measures to manage such risks, including but not limited +to: (i) to thermally insulate the water supply pipeline; and (ii) to develop emergency response plans +and organize regular drills. These climate risk s did not have a material adverse impact on our +business and financial performance during the Track Record Period. +We also actively monitor our resource consumption for our manufacturing function. We +believe we have maintained good re lationships with the communities surrounding our manufacturing +facility. During the Track Record Period and up to the Latest Practicable Date, we complied with +the relevant environmental and occupational healt h and safety laws and regulations in all material +aspects, and we did not have any incidents or comp laints which had a material and adverse effect on +our business, financial condition or impact on the operations of our business during the period. We +expect our costs of complying with current and future environmental protection laws to increase in +the future, as we further our R&D and commercializ ation efforts. We incorporate a sustainable +development approach in our daily business operation decisions. +ESG Compliance of Suppliers and Distributors +We plan to adopt various measures towards our su ppliers and distributors to ensure that their +ESG policies align with that of us, including (i) regu larly communicating and providing training with +suppliers and distributors on ESG standards; (ii) establishing a strict supervision mechanism to +periodically inspect the ESG imple mentation of suppliers and distrib utors, ensuring their continuous +compliance with our requirements; and (iii) prov iding incentives such as priority payment and +long-term contracts to suppliers and distributors with outstanding ESG performance. +LEGAL PROCEEDINGS AND COMPLIANCE +Licenses and Permits +As a company based in the PRC specializing in the development, manufacturing, and +commercialization of pharmaceutical products f or both human and animal use, we are required to +maintain or renew the necessary permits, licenses and certifications for our business. We are also +subject to regular inspections, examinations and audits by relevant authorities. As advised by our +PRC Legal Adviser, our Directors believe, which the Joint Sponsors concur having considered the +PRC Legal Adviser’s view and based on the indepe ndent due diligence conducted, during the Track +Record Period and up to the Latest Practicable Date, we had obtained the requisite licenses, +approvals and permits from, and completed registrations with the relevant government authorities +that are material for our current business operations in the PRC pursuant to the relevant laws and +regulations or the requirements of the competent authority. +BUSINESS +–1 9 2– + + +--- page 202 --- +Legal Proceedings +We are subject to legal proceedings, disputes and claims that arise in the ordinary course of +business from time to time. See ‘‘Risk Factors — Risks Relating to Our Business and Industry — +Risks Relating to Our General Operations — We may become a party or are subject to litigation, +legal disputes, claims, administrative proceeding s or other administrative measures.’’ During the +Track Record Period and as of the Latest Practicable Date, we were not a party to any ongoing +material litigation, arbitration or administrat ive proceedings, and we are not aware of any claims or +proceedings contemplated by government authori ties or third parties which would materially and +adversely affect our business. Our Directors are not involved in any actual or threatened material +claims or litigation. +RISK MANAGEMENT AND INTERNAL CONTROL +Risk Management +We believe risk management is critical to th e success of our business operation. Key +operational risks faced by us include changes in the general market conditions and the regulatory +environment of the PRC and global antiserum and an ti-infective pharmaceutical markets, our ability +to promote our products and to develop, manufactu re and commercialize our product candidates, +and our market competitiveness. See ‘‘Risk F actors’’ for a discussion of various risks and +uncertainties we face. We also face various market risks. In particular, we are exposed to credit, +liquidity, interest rate and currency risks that arise in the normal course of our business. See +‘‘Financial Information — Risk Disclosures’’ for a discussion of these market risks. +We have adopted a consolidated set of risk m anagement policies laying out a complete +framework to identify, assess, evaluate and monitor key risks associated with our strategic objectives +on an on-going basis. Our senior management, and ultimately our Directors, supervise the +implementation of our risk management policies. Risks identified by management will be analyzed +on the basis of likelihood and impact, and will be properly followed up and mitigated by us and +reported to our Directors. +We have adopted or will continue to adopt, amon g other things, the following risk management +measures: +. The Board of Directors is the highest decisi on-making body for comprehensive risk +management, responsible for determining t he overall risk management objectives, +understanding and mastering major risks faced by the company, and making effective +risk control decisions. The Board authorizes the Audit Committee to execute daily +decisions related to comprehensive risk management. +. Under the leadership of the Board, we have adopted the ‘‘three-lines-of-defense’’ +mechanism for risk management. Our seni or management oversee and manage the +overall risk prevention and control for the first and second lines of risk defense. Our +business departments and subsidiaries for m the first line, while functional management +departments form the second line of risk defense. Our audit department forms the third +line of risk defense, which supervises and evaluates whether our risk management system +is effectively implemented. +. Our general manager is the primary person responsible for comprehensive risk +management, including establishing and improving the Company’s risk management +framework. The audit department is responsible for organizing risk identification, +assessment, and analysis, summarizing and r eviewing major risk assessments and response +measures, and updating the Company’s risk ma nagement information database annually. +. Each department and subsidiary of the Company is responsible for comprehensive risk +management within their business scope, i ncluding but not limited to (i) developing and +executing risk response measures and management plans; (ii) promoting the construction +and implementation of internal control po licies; and (iii) collecting relevant risk +information, conducting risk assessments and i dentification, and actively implementing +risk response measures and c ontrolling major risks. +BUSINESS +–1 9 3– + + +--- page 203 --- +We consider that our Directors and members of our senior management possess the necessary +knowledge and experience in providing good corporate governance oversight in connection with risk +management and internal control. See ‘‘Director s and Senior Management’’ for details of their +qualification and experiences. +Internal Control +Our Board is responsible for establishing our internal control system and reviewing its +effectiveness. Our Directors are satisfied that our internal control system is adequate and effective +for our current operational environment. +Below is a summary of the internal control policies, measures and procedures we have +implemented or plan to implement: +. We have adopted various measures and procedures regarding each aspect of our business +operation, such as related risk management , protection of intellectual property, +environmental protection and occupation al health and safety. We provide periodic +training about these measures and procedures to our employees as part of our employee +training program. Our internal audit team conducts audit fieldwork to monitor the +implementation of our internal control policies, reports the weakness identified to our +management and audit committee and follo ws up on the rectification actions. +. Our Directors (who are responsible for monitoring the corporate governance of our +Group) with help from our legal advisers, will also periodically review our compliance +status with all relevant laws and regulations after the Listing. +. We have established an audit committee which, among others, (i) makes recommendations +to our Board of Directors on the appointment and removal of external auditors; and (ii) +reviews the financial statements and in ternal control system of our Company. +. We ensure that patients’ consent is duly obt ained and that personal privacy and data +security are protected in compliance with PRC laws. We either obtain de-identified data +through qualified institutions or work with cooperating medical institutions that are +contractually bound to comply with data pro tection requirements. Specifically, (i) +regarding post-marketing surveillance of T AT products, the data obtained by us are +de-identified patient data collected by medical institutions that have obtained patients’ +consent in advance. We accesses such data through the adverse reaction monitoring +system of the National Medical Products Administration pursuant to contractual +arrangements, and therefore do not directly co llect any identifiable patient information, +(ii) regarding clinical studies conducted by us, cooperating medical institutions are +responsible for recruiting trial participants. Each participant is required to sign an +informed consent form before enrolment, including the terms relating to our usage of +patient data. Our cooperation agreements with these medical institutions expressly +stipulate obligations on the protection of par ticipants’ personal privacy and data security +in accordance with applicable laws and regulations. We did not collect personal patient +data outside of China and our operations did not involve cross-border data transfer +during the Track Record Period and up to the Lat est Practicable Date. All data are stored +locally within the PRC, and we have established i nternal data security policies and control +measures. Our Directors believe that our internal measures on data privacy and security +were sufficient and effective in all material re spects. Our Directors believe that, as advised +by the PRC Legal Adviser, our Group comp lied with the PRC Personal Information +Protection Law, Cybersecurity Law and Data Se curity Law in all material respects during +the Track Record Period and up to the Latest Practicable Date. During the Track Record +Period and up of the Latest Practicable Date, we had not been subject to any +administrative penalty for violation of data privacy or security regulations. +. We have engaged Patrons Capital Limited as our compliance adviser to provide advice to +our Directors and management team until we distribute our annual report of financial +results for the first full fiscal year after the Listing regarding matters relating to the +Listing Rules. We must consult with and if n ecessary, seek advice from our compliance +adviser where we propose to use the proceeds of the Global Offering in a manner different +BUSINESS +–1 9 4– + + +--- page 204 --- +from our plan that sets forth in ‘‘Future Plans and Use of Proceeds’’ in this prospectus +after the Listing. Our compliance adviser w ill also provide support and advice regarding +requirements of relevant regulato ry authorities in a timely fashion. +. We plan to provide various and continuing t rainings to update our Directors, senior +management, and relevant employees on the latest PRC laws and regulations from time to +time with a view to proactively identify any c oncerns and issues relating to any potential +non-compliance. +. We intend to maintain strict anti-corrupt ion policies among our sales personnel and +distributors in our sales and marketing acti vities. We will also ensure that our sales and +marketing personnel comply with applicable promotion and advertising requirements, +which include restrictions on promoting drugs for unapproved uses or patient +populations, also known as off-label use, and limitations on industry-sponsored +scientific and educational activities. +. We have established procedures to protect the c onfidentiality of patients’ data. We usually +require our personnel to collect and safeguard personal information in their possession. +According to the GCP and relevant regulati ons, access to clinical trial data has been +strictly limited to authorized personnel. Add itionally, we require external parties and +internal employees involved in clinical trials to comply with confidentiality requirements. +Data are to be used only for the intended use, as agreed by the patients and consistent +with the informed consent form. In our cou rse of business, we receive, collect and store +personal data from post-marketing surve illance and real-world studies, such as +spontaneously reported adverse drug reac tions, and submit drug safety reports as +required by regulatory authorities. Apart f rom this, we did not collect or process any +other personal data in our course of busi ness during the Track Record Period. +. To prevent the receipt of kickbacks, bribes or other illegal gains or benefits, we have +adopted anti-fraud, anti-corruption and anti-bribery policies prohibiting, among others, +the offering, giving, soliciting or accepting of bribes, kickbacks, rebates or other improper +benefits. We also provided regular complia nce training to employees and established +whistleblowing channels with protections a gainst retaliation. We conduct due diligence +and approval procedures for suppliers, distributors and other business partners, select +suppliers through public tendering, competit ive negotiations and other procedures where +appropriate, maintain supplier records and periodic assessment mechanisms, include +compliance and anti-bribery provisions in our agreements with them, and monitor +compliance through internal audits and comp liance reviews. Employees or third parties +found to have violated our anti-bribery polic ies may be subject to disciplinary actions, +termination of employment or business relat ionships, compensation for losses and, where +appropriate, referral to t he relevant authorities. +D u r i n gt h eT r a c kR e c o r dP e r i o d ,w eh a v er e v i ewed and enhanced our internal control system. +We believe that our Directors and members of our senior management possess the necessary +knowledge and experience in providing good corporate governance oversight in connection with risk +management and internal control. +Third-party Payment Arrangement +In 2023 and 2024, eight and 11 of our customers (the ‘‘ Relevant Customer(s) ’’), primarily +consisting of overseas distributors and individ ual veterinary drug distributors, settled their +outstanding payments (the ‘‘ Third-Party Payments ’’) to us through third parties other than +contractual counterparties under relevant sales and purchase agreements (the ‘‘ Third-Party +Payor(s) ’’). The aggregate amounts that were settl ed through Third-Party Payments by the +Relevant Customers were approximately RM B2.2 million and RMB8.2 million in 2023 and 2024, +respectively, representing appro ximately 1.1%, 3.7% of our total rev enue for the respective periods. +During the Track Record Period, certain Rele vant Customers opted to settle with us through +Third-Party Payors and arranged the Third-Party Payments (the ‘‘ Third-Party Payment +Arrangement ’’) due to commercial convenience. Once payment was made, the Relevant Customer +BUSINESS +–1 9 5– + + +--- page 205 --- +informed our sales staff and provided us with th e proof of the relevant payment to allow us to +reconcile the amount we receive in our bank accounts. During the Track Record Period, we have not +experienced any difficulties in reconc iling the payments that we have received. +According to Frost & Sullivan, it is not uncommon for China-based companies in our industry +to accept Third-Party Payments to facilitate p ayments, both in domestic and international +transactions. They utilized Third-Party Payment Arrangements primarily because (i) the Relevant +Customers were located in countries with strict for eign exchange regulations and restrictions and +may face difficulties remitting payments abroad , therefore they may arrange Third-Party Payments +to be made by Third-Party Payors to settle the payments with us; and (ii) some Relevant Customers +may arrange their related parties or business partners to settle with us for convenience and +flexibility. To the best knowledge of our Directo rs, the Third-Party Payors primarily include +business partners, family members, employees or rela ted entities of the Relevant Customers, and all +the Relevant Customers and Third-Party Payors are Independent Third Parties. +During the Track Record Period, (i) we had not proactively initiated any Third-party Payment +Arrangement; (ii) our Group had not provided any discount, commission, rebate or other benefit to +any of the Relevant Customers or Third-Party Payor s to facilitate or incentivize the Third-party +Payment Arrangement; and (iii) the pricing and p ayment terms of the agreements we entered into +with the Relevant Customers were generally in lin e with those of customers not involved in the +Third-party Payment Arrangement. +We had ceased all Third-party Payment Arrangements in April 1, 2025. Thereafter, we only +accept payments from the contractual counterparties under relevant sales and purchase agreements, +and no payments from any other parties will be accepted. In order to mitigate our risks associated +with the Third-Party Payments we received, we have obtained written confirmations from Relevant +Customers during the Track Record Period confir ming that, among other things: (i) the relevant +Third-Party Payments were paid by the Third-Part y Payor to us for settling the payment obligations +of the Relevant Customers with us, and the Third-Party Payors are bound by the payment terms of +the agreements between the Relevant Customers and u s; (ii) the reason(s) for making the Third-Party +Payment Arrangement; (iii) neither the Relevant Cu stomer nor the Third-Party Payor will request +for the refund of any of the Third-Party Payments; and (iv) in the event that any amount of the +Third-Party Payments is required to be returned to the Third-Party Payor, the Relevant Customer +shall indemnify our Group of such amount together with all costs incurred. +We have adopted enhanced internal control meas ures to safeguard our interest against risks +associated with the Third-party Payment Arrangem ent, including but not lim ited to the following: +. Our customers are required to submit their own settlement account information to us +before any settlement is made, and we will closely monitor any change of settlement +account information to identify any pot ential Third-party Payment Arrangement; +. Our employees are required to reject and/or return all payments made by third-party +p a y e r s .T h e ya r ea l s or e q u i r e dt oi n f o r mc u s t omers of the above policies and measures and +not to make payment to our Group on behalf of any of the customers; and +. We manage our bank accounts in accordance wi th the principle of segregation of duties. +Different personnel of our finance department are assigned with different duties to verify, +record, manage and settle transactions through such accounts, to ensure the accuracy of +our accounting records, reduce the risks of account misuse and avoid account security +risks. +We believe that the cessation of the Third-Par ty Payment Arrangement did not have, nor will +have, any material adverse effect on our business ope rations and financial results. In addition, our +cessation of the Third-Party Payment Arrangemen t has not had any material adverse impact on our +subsequent sales to the Relevant Customers. As ad vised by our PRC Legal Adviser, the Third-party +Payment Arrangement did not violate any mandatory requirements of the applicable PRC laws or +regulations. +BUSINESS +–1 9 6– + + +--- page 206 --- +BOARD OF DIRECTORS +Our Board currently consists of nine Directo rs, comprising four executive Directors, two +non-executive Directors and three independent no n-executive Directors. Our Board serves a term of +three years, which is renewable upon re-election a nd re-appointment and is responsible for, and has +general powers for, the management and conduct of our business. +The following table sets forth general i nformation regarding our Directors: +Name Age Position(s) +Date of +appointment as +Director +Date of +joining our +Group Role and responsibilities +Relationship with +other Directors and +senior management +Ms. JING Yue +(敬玥) +33 Chairperson of our +Board and executive +Director +May 25, 2017 May 25, 2017 Primarily responsible for +overseeing overall +management, business +and strategies of our +Group +Sister of Ms. JING +Ruihua +Mr. YAO Xiaodong +(姚曉東) +56 Executive Director and +general manager +August 21, 2009 July 5, 2002 Primarily responsible for +overseeing daily +management and +operations of our +Group +None +Mr. LI Changqing +(李長青) +50 Executive Director, +deputy general +manager, assistant +to our general +manager and deputy +manager of our +foreign trade +department +January 6, 2024 April 15, 2019 Primarily responsible for +overseeing our supply +department and +overall management +of certain subsidiaries +of our Company +None +Ms. JING Ruihua +(敬瑞華) +26 Executive Director November 24, +2024 +November 24, +2024 +Primarily responsible for +monitoring the skills +matrix of our Board +and overseeing our +human resources +management system +Sister of Ms. JING +Yue +Ms. YU Ailian +(于愛蓮) +62 Non-executive Director December 22, +2017 +December 22, +2017 +Primarily responsible for +assisting with +strategic planning and +matters relating to +investments and +financings of our +Group +None +Mr. XIAO +Changqing +(肖長清)( w h o s e +former Chinese +name is 肖長青) +61 Non-executive Director June 30, 2021 June 30, 2021 Primarily responsible for +assisting with +strategic planning and +matters relating to +investments and +financings of our +Group +None +Dr. ZOU Pingxue +(鄒平學 +) +61 Independent +non-executive +Director +January 6, 2024 January 6, 2024 Primarily responsible for +providing independent +advice and judgment +to our Board +None +Dr. TSANG Hiu +Leong ( 曾曉亮) +53 Independent +non-executive +Director +March 20, 2024 March 20, 2024 Primarily responsible for +providing independent +advice and judgment +to our Board +None +M r .W UD i( 吳迪) 42 Independent +non-executive +Director +March 20, 2025 March 20, 2025 Primarily responsible for +providing independent +advice and judgment +to our Board +None +DIRECTORS AND SENIOR MANAGEMENT +–1 9 7– + + +--- page 207 --- +The following sets forth the biographies of our Directors: +Executive Directors +Ms. JING Yue ( 敬玥), aged 33, joined our Group in May 2017, and has served as a Director +since then. Since January 2022, she has been the chairperson of our Board. Ms. Jing was +re-designated as an executive Director on March 20, 2025. Further, Ms. Jing is also currently a +director and the general manager of our subsidiary, Jiangsheng (Shenzhen) Biotechnology R&D +Center Co., Ltd. ( 江生(深圳)生物技術研發中心有限公司). She is primarily responsible for +overseeing overall management, business and strategies of our Group. +Ms. Jing has over eight years of experience in ma nagement in the biotech nology industry. From +June 2016 to December 2017, she was the general ma nager of Shenzhen Jinruifeng Biotechnology +Co., Ltd. ( 深圳金瑞豐生物科技有限公司), a company principally engaged in trade in food, health +products and biological products, where she was primarily responsible f or overseeing overall +management of the company. +Ms. Jing obtained her bachelor’s degree in business and political economy from Stern School of +Business of New York University in the United S tates in May 2016. She further completed an +advanced training course on financial investment and capital operation at Tsinghua Shenzhen +International Graduate School ( 清華大學深圳研究生院) in Guangdong in December 2018. She is +currently pursuing a doctor’s degree in busines s administration at the Hong Kong Polytechnic +University in Hong Kong. Ms. Jing has been certified as a certified management accountant by the +Institute of Management Accountants since April 2019. +Mr. YAO Xiaodong ( 姚曉東), aged 56, joined our Group in July 2002 as our deputy general +manager, and has been our general manager sin ce July 2006. He was appointed as a Director on +August 21, 2009, and was re-designated as an executive Director on March 20, 2025. Mr. Yao is also +currently the chairperson of the board of directors of our subsidiary, Jiangsheng (Shenzhen) +Biotechnology R&D Center Co., Ltd.. He is primarily responsible for overseeing daily management +and operations of our Group. +Mr. Yao has over 32 years of experience in the pharmaceutical industry. From September 1992 +to July 2002, he was successively a technician, th e head of the serum department, the head of +production, an assistant to the director and a deputy director at Jiangxi Institute of Biological +Products ( 江西生物製品研究所) (formerly known as Jiangxi Ji’an Institute of Biological Products ( 江 +西吉安 +生物製品所) and Institute of Biological Products of Ji’an, Jiangxi ( 江西省吉安地區生物製品 +所)), an institute to which the history of our Group can be traced and whose details are further set +out in the section headed ‘‘History, Development and C orporate Structure’’ in this prospectus, where +he was primarily responsible for overseeing manufacturing and management of production +technology. From July 2005 to March 2017, Mr. Yao was the general manager and an executive +director of Gaotai County Jinlucao Industry Co., Ltd. ( 高台縣金鹿草產業有限責任公司), a company +principally engaged in breeding and sales of liv estock, crop production and sales of forest and +agricultural products, where he was primarily responsible for overseeing daily operations of the +company. From March 2013 to October 2019, he was a director of Longnan Tianma Bioproducts +Co., Ltd. ( 隴南天馬生物製品有限責任公司), a company principally engaged in breeding and sales of +livestock and production and sales of pastures, wh ere he was primarily responsible for overseeing +daily operations of the company. +Mr. Yao graduated with a major in economic management from Central Party School +Correspondence Institute (Ji’an Campus) ( 中央黨校函授學院(吉安分校)) in Jiangxi in December +1999. He further graduated with a major in pharmacy from Jinggangshan University ( 井岡山大學)i n +Jiangxi in January 2013. Mr. Yao completed t he EMBA advanced training program for senior +management in the pharmaceutical and medical device industry in China ( 全國醫藥、醫療器械行業 +高層管 +理人員工商管理 EMBA 高級研修班) at the Institute of Executive Development of the China +Food and Drug Administration ( 國家食品藥品監督管理總局高級研修學院) (currently known as the +Institute of Executive Development of the NMPA (國家藥品監督管理局高級研修學院)) in Beijing in +June 2015, and the first phase of the advanced training program for leading Jinggang entrepreneurs +DIRECTORS AND SENIOR MANAGEMENT +–1 9 8– + + +--- page 208 --- +(領航井岡企業家高級研修班(首期)) at Cheung Kong Graduate School of Business ( 長江商學院)i n +Beijing in June 2018. Besides, he has been certi fied as a senior engineer in pharmaceutical +engineering ( 製藥工程) by the Professional Title Affairs Office of Jiangxi Province ( 江西省職稱工作 +辦公室) since October 2023. +Mr. LI Changqing ( 李長青), aged 50, joined our Group in April 2019, and has successively been +a deputy manager of our foreign trade department, an assistant to our general manager and our +deputy general manager since then. He was appointed as a Director on January 6, 2024, and was +re-designated as an executive Director on March 20, 2025. Mr. Li is also currently the chairperson of +the board of directors and/or the general manager of our subsidiaries, including Gaotai County +Tianhong Biochemical Techno logy Development Co., Ltd. ( 高台縣天鴻生化科技開發有限責任公司), +Gaotai County Tianhong Sand Grass Industry Development Co., Ltd. ( 高台縣天鴻沙草產業開發有 +限責任公司), Chifeng Bo-en Pharmaceutical Co., Ltd. ( 赤峰博恩藥業有限公司) and Hainan +Pharmaceutical Resear ch Institute Co., Ltd. ( 海南藥物研究所有限責任公司). He is primarily +responsible for overseeing our supply departmen t and overall management of certain subsidiaries +of our Company. +Mr. Li has extensive experience in the business development. Prior to joining our Group, from +May 2002 to June 2004, Mr. Li worked at Shenzhen Sangao Agricultural Products Import and +Export Co., Ltd. ( 深圳市三高農產品進出口有限公司), a company principally engaged in imports and +exports of agricultural products, where he was prima rily responsible for matters relating to imports, +exports and customs declaration. From May 2005 to July 2006, he worked at Shenzhen Huiyang +International Shipping Agency Co., Ltd. ( 深圳市匯洋國際船舶代理有限公司), a shipping agency, +where he was primarily responsible for inspectio n of ships. Besides, from July 2006 to April 2013, +Mr. Li worked at Shenzhen Shu Hang Industrial Development Co., Ltd. ( 深圳市舒航實業發展有限公 +司), a company principally engaged in foreign trade in chemical products, where he was primarily +responsible for business development in the PRC. From March 2018 to December 2020, Mr. Li +worked at and last served as a deputy general man ager of Shenzhen Jinruifeng Biotechnology Co., +Ltd., a company principally engaged in trade in food, health products and biological products, where +he was primarily responsible for business development. +Mr. Li obtained his bachelor’s degree in labo r economics from Shijia zhuang University of +Economics ( 石家莊經濟學院) (currently known as Hebei GEO University ( 河北地質大學)) in Hebei +in June 2001. +Ms. JING Ruihua ( 敬 +瑞華), aged 26, joined our Group in No vember 2024, and has served as a +Director since then. She was re-designated as an executive Director on March 20, 2025. She is also +currently the chairperson of the board of directors o f Jiangsheng (Hainan) Biotechnology Co., Ltd. +(江生(海南)生物科技有限公司) and a director of Hainan Pharmace utical Research Institute Co., +Ltd. ( 海南藥物研究所有限責任公司), both of which are our subsidiaries. She is primarily responsible +for monitoring the skills matrix of our Board an d overseeing our human resources management +system. +Ms. Jing has considerable experience in cons ultancy and management. Prior to joining our +Group, from July 2021 to March 2022, Ms. Jing was a project assistant at Time (Shenzhen) +Consultants Co., Ltd. ( 泰美(深圳)顧問有限公司), a company principally engaged in provision of +integrated solutions to hotels in the PRC, where she was primarily responsibl e for preparing research +reports. From September 2022 to July 2023, she was one of the shareholders of Shenzhen Bugu +Restaurant Management Ltd. ( 深圳市布谷餐飲管理有限責任公司) ,ac a t e r i n gc o m p a n y ,w h e r es h e +was primarily responsible for daily operations and management of the company. +Ms. Jing obtained her bachelor’s degree in inte rnational hospitality management from Ecole +hoˆtelie` re de Lausanne (currently known as EHL Hospita lity Business School) in Switzerland in June +2021. Ms. Jing obtained her master’s degree in finance from The Chinese University of Hong Kong +in Hong Kong in July 2025. +DIRECTORS AND SENIOR MANAGEMENT +–1 9 9– + + +--- page 209 --- +Non-executive Directors +Ms. YU Ailian ( 于愛蓮), aged 62, joined our Group in December 2017, and has served as a +Director since then. She was re-designated as a non-executive Director on March 20, 2025. She is +primarily responsible for assisting with strategic planning and matters relating to investments and +financings of our Group. +Ms. Yu has over 11 years of experience in account ing, corporate management and investments. +Prior to joining our Group, from January 2002 t o October 2002, she was the general manager of +Gansu Baiyin Copper Commercia l Building Group Co., Ltd. ( 甘肅白銀銅城貿易中心商廈(集團)股份 +有限公司) (currently known as Gansu Shangfeng Cement Co., Ltd. (甘肅上峰水泥股份有限公司)), a +company listed on the Shenzhen Stock Exchange (stock code: 000672) and principally engaged in +production and sales of building materials, w here she was primarily responsible for daily +management of the company. From June 2003 to November 2007, Ms. Yu worked at Core +Pacific-Yamaichi Investment Co nsulting (Beijing) Co., Ltd. ( 北京京華山一投資諮詢有限公司), a +consultancy firm, where she was primarily involved in consultancy services, business development +and project execution in relation to equity financings. From February 2004 to October 2005, she was +an independent director of Shenzhen Huaxin Co., Ltd. ( 深圳市華新股份有限公司) (currently known +as Shenzhen Ecobeauty Co., Ltd. ( 深圳美麗生態股份有限公司), a company listed on the Shenzhen +Stock Exchange (stock code: 000010) and principally engaged in construction projects, where she +was primarily responsible for providing independent advice and judgment to the board of directors +of the company. From May 2005 to April 2011, Ms. Yu was an independent director of Jonjee +Hi-Tech Industrial and Commercial Holding Co., Ltd. ( 中炬高新技術實業(集團)股份有限公司), a +company listed on the Shanghai Stock Exchange (stock code: 600872) and principally engaged in +production and sales of condiments, property development and property management, where she +was primarily responsible for providing independent advice and judgment to the board of directors +of the company. +Ms. Yu was the general manager of Beijing Hesh i Dingyu Investment Consulting Co., Ltd. ( 北 +京合仕鼎譽投資顧問有限公司) whose business license was revoked in August 2005 due to the +cessation of business. Ms. Yu confirmed that neithe r this company nor herself incurred any liability +as a result of such revocation. As of the Latest Practicable Date, the company had not been +deregistered. +Ms. Yu obtained her diploma in economic and tra de management from Party School of Beijing +Municipal Committee of the Communist Party of China ( 中共北京市委黨校) in Beijing in July 2001. +She completed her postgraduate studies in corporate management from Capital University of +Economics and Business ( 首都經濟貿易大學) in Beijing in February 2003. +Mr. XIAO Changqing ( 肖長清), aged 61, joined our Group in June 2021, and has served as a +Director since then. He was re-designated as a non-executive Director on March 20, 2025. He is +primarily responsible for assisting with strategic planning and matters relating to investments and +financings of our Group. +Mr. Xiao has over 24 years of experience in secur ities offerings, investments and financings. +From July 1994 to May 1995, he worked at J&A Securities Co., Ltd. ( 君安證券有限責任公司), a +securities firm, where he was primarily responsi ble for securities offerings. From June 1995 to +August 2000, Mr. Xiao worked at Jing Shi De Li Ind ustrial Development (Shenzhen) Co., Ltd. ( 經世 +德理實業發 +展(深圳)有限公司), a company principally engaged in investments, where he was +primarily responsible for investments and management of the company. From December 2001 to +October 2004, he worked at Ping An Securities Co., Ltd. ( 平安證券有限責任公司) (currently known +as Ping An Securities Co., Ltd. ( 平安證券股份有限公司)), a company principally engaged in +securities investments and brokerage, where he was primarily responsible for securities offerings. +From March 2009 to February 2018, he worked at th e business department of Golden Sun Securities +Co., Ltd. ( 國盛證券有限責任公司), a company principally engaged in brokerage business, securities +investments and financings, where he was primarily responsible for securities offerings. Since April +2018, he has been the chairperson of the board of Shenzhen Heli Investment Fund Management Co., +DIRECTORS AND SENIOR MANAGEMENT +–2 0 0– + + +--- page 210 --- +Ltd. ( 深圳市合利私募股權基金管理有限公司), a company principally engaged in equity investments, +where he has been primarily responsible for overall strategic planning of the company. Since January +2022, he has been an independent director of Shenzhen SunXing Light Alloys Materials Co., Ltd. ( 深 +圳市新星輕合金材料股份有限公司)( ‘ ‘Shenzhen SunXing ’’), a company listed on the Shanghai Stock +Exchange (stock code: 603978) and principally engaged in R&D, manufacturing and sales of light +alloy materials and aluminum electrolysis energy- saving new materials, where he has been primarily +responsible for providing independent advice and judgment to the board of directors of the +company. +Mr. Xiao was a supervisor of Shenzhen We ilun Management Consulting Co., Ltd. ( 深圳市偉倫 +管理諮詢有限公司) whose business license was revoked in February 2005 due to the cessation of +business. Mr. Xiao confirmed that neither this com pany nor himself incurred any liability as a result +of such revocation. As of the Latest Practicable Date, the company had not been deregistered. +Mr. Xiao obtained his diploma in mathematics from Jingzhou Normal College ( 荊州師範專科 +學校) in Hubei in July 1985. He obtained his master ’s degree in management engineering from +Tsinghua University ( 清華大學) in Beijing in June 1994. Mr. Xiao has been a non-practicing member +of the Chinese Institute of Certified Public Accountants ( 中國註冊會計師協會), the Guangdong +Institute of Certified Public Accountants ( 廣東省註冊會計師公會) and the Shenzhen Institute of +Certified Public Accountants ( +深圳市註冊會計師公會) since July 2005. +In September 2023, Mr. Xiao, as an independent director and the convener of the audit +committee of Shenzhen SunXing, was criticized by public notice ( 通報批評) (the ‘‘Public Notice ’’) by +the Shanghai Stock Exchange for non-compliance by Shenzhen SunXing with certain disclosure +obligations under the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (as +amended in February 2023) ( 《上海證券交易所股票上市規則(2023 年2月修訂)》) (the ‘‘ SSE Listing +Rules ’’) with respect to its performance estimation ( 業績預告) for the year ended December 31, 2022 +(the ‘‘Incident ’’). Specifically, it was determined by the S hanghai Stock Exchange that, among others, +(i) Shenzhen SunXing did not comply with the relevant SSE Listing Rules by failing to publish, +within a month after the end of the relevant financial year, a performance estimation for the year +ended December 31, 2022, during which it recorded net loss (as compared to net profits for the year +ended December 31, 2021), and (ii) Mr. Xiao, as an independent director and the convener of the +audit committee of Shenzhen SunXing primarily responsible for supervising financial and +accounting affairs of Shenzhen SunXing, did not d ischarge his duties diligently. As a result of the +foregoing, Shenzhen SunXing, together with its directors, supervisors and senior management +members, were ordered by the Shanghai Stock Exchange to implement effective measures to rectify +such non-compliance incident and submit a rectif ication report to the Shanghai Stock Exchange +within a month after such order. Shenzhen SunXing implemented rectification measures, including +but not limited to optimizing operational procedur es regulating disclosures of information and +ongoing compliance related thereto, refining its internal control policies and providing trainings to +relevant personnel (including Mr. Xiao), each wit h respect to, among others, disclosure obligations +for financial information, and s ubmitted a rectification report to the Shanghai Stock Exchange in +October 2023, following which the Shanghai Stock Exchange has not raised any objection or further +inquiry in respect of the Inciden t and the rectification report. +As advised by our PRC Legal Adviser, (i) the Public Notice is a regulatory measure, as opposed +to an administrative penalty or public censure, a nd (ii) Mr. Xiao has not been disqualified from +acting as a director of a company under the PRC Company Law. +Having considered (i) our PRC Legal Adviser’s a forementioned views, (ii) that no fraudulent, +dishonest or wilful misconduct was identified on the part of Mr. Xiao in the Incident or the Public +Notice, (iii) that Mr. Xiao has participated in the r ectification measures undertaken by Shenzhen +SunXing, including having attended the required trainings to reinforce applicable disclosure +obligations under the SSE Listing Rules, (iv) that the Shanghai Stock Exchange has not raised any +further enquiry in respect of the Incident or Mr. Xiao, and (v) no other disputes, litigations, +regulatory actions or investigations against Mr. Xiao which may impugn his integrity, character or +competence as a Director, our Directors are of the v iew that the Incident or the Public Notice would +DIRECTORS AND SENIOR MANAGEMENT +–2 0 1– + + +--- page 211 --- +not affect the suitability of Mr. Xiao as a Directo r under Rules 3.08 and 3.09 of the Listing Rules. +Further, given that (i) none of our Company and our subsidiaries were involved in the Incident and +(ii) Mr. Xiao, as a non-executive Director, has no t participated and will not participate in the +day-to-day management of our Company, our Directors are of the view that the Incident or the +Public Notice would not have any material adverse impact on the business or operations of our +Group. +Based on the PRC Legal Adviser’s views as st ated above and the independent due diligence +work performed by the Joint Sponsors, the Joint Sponsors concur with the Directors’ view in all +material aspects that the Incident or the Public No tice would not affect the suitability of Mr. Xiao as +a Director under Rules 3.08 and 3.09 of the Listing Rules. +Independent Non-executive Directors +Dr. ZOU Pingxue ( 鄒平學), aged 61, joined our Group in January 2024, and has served as an +independent non-executive Director since then . He is primarily responsible for providing +independent advice and judgment to our Board. +Dr. Zou has over 23 years of experience in teaching and legal research. Since December 2001, +Dr. Zou has successively been a lec turer, an associate professor and a professor at the Law School of +Shenzhen University ( 深圳大學法學院), where he has been primarily responsible for teaching and +legal research. He was also previously a deputy dean of the Law School of Shenzhen University, +where he was primarily responsible for overseeing scientific research and external affairs. From +August 2020 to June 2023, Dr. Zou was an independent non-executive director of China Shun Ke +Long Holdings Limited ( 中國順客隆控股有限公司), a company listed on the Hong Kong Stock +Exchange (stock code: 974) and a supermarket ch ain store operator with a geographical focus on +Guangdong, where he was primarily responsible for providing independent advice and judgment to +the board of directors of the company. Since March 2025, he has been an independent director of +China Merchants Property Op eration & Service Co., Ltd. ( 招商局積餘產業運營服務股份有限公司), a +company listed on the Shenzhen Stock Exchange (stock code: 001914) and principally engaged in +asset management, where he has been primarily resp onsible for providing independent advice and +judgment to the board of directors of the company. Since October 2025, he has been an independent +director of Wuxi Online Offline Communication Information Technology Co., Ltd. ( 無錫線上線下通 +訊信息技術股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 300959) +and principally engaged in mobile information ser vices and digital marketing operations, where he +has been primarily responsible for providing independent advice and judgment to the board of +directors of the company. +Dr. Zou obtained his bachelor’s degree in law , master’s degree in constitutional law and +doctor’s degree in constitutional law, all from Wuhan University ( 武漢大學) in Hubei in July 1987, +July 1990 and July 1995, respectively. He obtained his qualification of legal profession from the +Justice Department of Hunan Province ( 湖南省司法廳) and his qualification certificate of +independent directors of listed companies ( 上市公司獨立董事資格證書) from the Shenzhen Stock +Exchange in May 1991 and March 2023, respectively. Dr. Zou also currently serves as an arbitrator +at the Zhuhai Court of International Arbitration ( 珠海國際仲裁院). Besides, he is currently a +director and a vice chairman of the academic co mmittee of the Center for Basic Laws of Hong Kong +and Macau Special Administrative R egions of Shenzhen University ( 深圳大學港澳基本法研究中心). +Dr. TSANG Hiu Leong ( 曾曉亮), aged 53, joined our Group in March 2024, and has served as +an independent non-executive Director since th en. He is primarily responsible for providing +independent advice and judgment to our Board. +Dr. Tsang has considerable experience in tea ching and scientific research. Dr. Tsang was +previously an associate professor at York Univers ity and a professor at The Hong Kong Polytechnic +University ( 香港理工大學). Since July 2022, he has been a chair professor at the Southern University +of Science and Technology ( 南方科技大學). In the aforementioned cap acities, he was and has been +primarily responsible for teaching and scientific research. Since January 2024, Dr. Tsang has also +been an independent director of Shenzhen Bromake New Material Co., Ltd. ( 深圳光大同創新材料股 +DIRECTORS AND SENIOR MANAGEMENT +–2 0 2– + + +--- page 212 --- +份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 301387) and principally +engaged in R&D, manufacturing and sales of protective and functional products for consumer +electronics, where he has been primarily responsibl e for providing independent advice and judgment +to the board of directors of the company. +Dr. Tsang obtained his bachelor’s degree in sci ence from The Chinese University of Hong Kong +in Hong Kong in May 1996. He obtained his degr ee of master of science in management and +administrative sciences and his degree of master of science in accounting, both from the University +of Texas at Dallas in the United States, in December 2001 and August 2002, respectively. Dr. Tsang +further obtained his degree of master of business administration and his doctor’s degree in +management science, both from the Unive rsity of Texas at Dallas in August 2008. +Dr. Tsang was a director of Creative Enterprise Development Limited ( 創意實業發展有限公司), +ap r i v a t ec o m p a n yi n c o r p o r a t e di nH o n gK o n g ,which was struck off and dissolved on March 21, +2003 due to cessation of business operations. Dr. Tsang confirmed that he had not been involved in +any wrongful act leading to the dissolution of the company, and as of the Latest Practicable Date, no +claims have been made against him and he was not aware of any threatened or potential claims made +against him as a result of the striking off of the company. +M r .W UD i( 吳迪), aged 42, joined our Group in March 2025, and has served as an independent +non-executive Director since then. He is primarily responsible for providing independent advice and +judgment to our Board. +Mr. Wu has over 17 years of experience in audits, investments and management. From +September 2006 to April 2010, he worked at PricewaterhouseCoopers ( 普華永道會計師事務所), an +accounting firm, where he was primarily respon sible for audits. From May 2010 to June 2015, he +worked at the investment banking department at Guotai Junan Securities Co., Ltd ( 國泰君安証券股 +份有限公司), a company listed on the Hong Kong Stock Exchange (stock code: 2611) and the +Shanghai Stock Exchange (stock code: 601211) and principally engaged in securities business and +securities investment consultation, where he wa s primarily responsible f or providing advisory +services in respect of capital raising, mergers a nd acquisitions. From March 2021 to July 2023, he +was a director and the deputy general manager of Pacific Shuanglin Bio-pharmacy Co., Ltd. ( 派斯雙 +林生物製藥股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000403) +and principally engaged in R&D, production and sa les of blood products, where he was primarily +responsible for strategic planning and investment development. Since September 2023, he has been +an executive director and the general manager of S henzhen Zhongsheng Jiuguang Technology Co., +Ltd ( 深圳中晟玖光科技有限公司), a company principally engaged in investments and provision of +consultancy services, where he has been primarily responsible for the overall management of the +company. Since August 2025, he has been an independent non-executive director of B.Duck Semk +Holdings International Limited ( 小黃鴨德盈控股國際有限公司), a company listed on the Hong Kong +Stock Exchange (stock code: 2250) and principa lly engaged in character intellectual property +business, where he has been primarily responsible for providing independent advice and judgment to +the board of directors of the company. +Mr. Wu obtained his bachelor’s degree in accounting from Sun Yat-sen University ( 中山大學) +in Guangdong in June 2006. He further obtained his m aster’s degree in business administration from +Peking University ( 北京大學) in Beijing in July 2015. Mr. Wu has been a member of the Chinese +Institute of Certified Public Accountants ( 中國註冊會計師協會) since May 2010, a member of the +Chartered Professional Accountants of Canada since June 2015 and a member of the Hong Kong +Institute of Certified Public Accountants since May 2023. +General +Save as disclosed in this section and the paragraph headed ‘‘Further Information about Our +Directors and Substantial Shareholders’’ in Appendix VII to this prospectus, each of our Directors +has confirmed that: +(1) he/she obtained the legal advice referred to under Rule 3.09D of the Listing Rules on +March 14, 2025, and understood his/her ob ligations as a director of a listed issuer; +(2) he/she does not have any existing or proposed service contract with our Group other than +contracts expiring or determinable by the r elevant member of our Group within one year +without payment of compensation (ot her than statutory compensation); +(3) he/she has no interest in the Shares w ithin the meaning of Part XV of the SFO; +(4) he/she has not been a director of any other publicly listed company during the three years +prior to the Latest Practicable Date and as of the Latest Practicable Date; +DIRECTORS AND SENIOR MANAGEMENT +–2 0 3– + + +--- page 213 --- +(5) there is no other information relating to our Directors that is required to be disclosed +pursuant to Rule 13.51(2) of the Listing Rules as of the Latest Practicable Date; +(6) other than being a Director and/or member of our Company’s senior management, he/she +does not have any relationship with any other Directors, senior management or +substantial shareholders of our Company; and +(7) he/she has not completed his/her respective education programs as disclosed in this +section by way of attendance of long distance learning or online courses. +Each of our independent non-executive Directors has confirmed: +(1) his independence after taking into consi deration each of the factors referred to under +Rules 3.13(1) to 3.13(8) of the Listing Rules; +(2) that he does not have any past or present fina ncial or other interest in the business of our +Company or our subsidiaries, or any connect ion with any core connected person of our +Company; and +(3) that there are no other factors which may affect his independence at the time of his +appointment as our independent non-executive Director. +SENIOR MANAGEMENT +Our senior management is responsible for the day-to-day management and operation of our +business. The table below sets forth certain inform ation in respect of the senior management of our +Company: +Name Age Position(s) +Date of +appointment as +senior +management +Date of +joining our +Group Role and responsibilities +Relationship with +Directors and other +senior management +Ms. JING Yue +(敬玥) +33 Chairperson of our +Board and executive +Director +May 25, 2017 May 25, 2017 Primarily responsible for +overseeing overall +management, business +and strategies of our +Group +Sister of Ms. JING +Ruihua +Mr. YAO Xiaodong +(姚曉東) +56 Executive Director and +general manager +August 21, 2009 July 5, 2002 Primarily responsible for +overseeing daily +management and +operations of our +Group +None +Mr. LI Changqing +(李長青) +50 Executive Director, +deputy general +manager, assistant +to our general +manager and deputy +manager of our +foreign trade +department +January 6, 2024 April 15, 2019 Primarily responsible for +overseeing our supply +department and +overall management +of certain subsidiaries +of our Company +None +Ms. JING Ruihua +(敬瑞華) +26 Executive Director November 24, +2024 +November 24, +2024 +Primarily responsible for +monitoring the skills +matrix of our Board +and overseeing our +human resources +management system +Sister of Ms. JING +Yue +Mr. HU Xiande +(胡先德) +53 Deputy general +manager, marketing +director and +assistant to our +general manager +July 5, 2002 July 5, 2002 Primarily responsible for +overseeing the +product sales and +marketing activities of +our Group +None +Mr. JI Chong +(季沖) +60 Deputy general +manager +June 25, 2019 December 30, +2007 +Primarily responsible for +overseeing R&D of +new products and +technology and +manufacturing of +products of our +Group +None +Mr. WANG +Xiaoming +(王曉明) +60 Chief financial officer +and Board secretary +September 4, +2017 +September 4, +2017 +Primarily responsible for +overseeing financial +management of our +Group and providing +support to our Board +None +DIRECTORS AND SENIOR MANAGEMENT +–2 0 4– + + +--- page 214 --- +The following sets forth the biographies of our senior management: +Ms. JING Yue ( 敬玥) is the chairperson of our Board and our executive Director. For further +details, see ‘‘— Board of Directors — Executive Directors’’ in this section. +Mr. YAO Xiaodong ( 姚曉東) is our executive Director and our general manager. For further +details, see ‘‘— Board of Directors — Executive Directors’’ in this section. +Mr. LI Changqing ( 李長青) is our executive Director, our deputy general manager, the assistant +to our general manager and the deputy manager of ou r foreign trade department. For further details, +see ‘‘— Board of Directors — Executive Directors’’ in this section. +Ms. JING Ruihua ( 敬瑞華) is our executive Director. For further details, see ‘‘— Board of +Directors — Executive Directors’’ in this section. +Mr. HU Xiande ( 胡先德), aged 53, joined our Group in July 2002, and has been our deputy +general manager, marketing director and assistant to general manager since then. He is also +currently a director and/or the general manager of o ur subsidiaries, including Jiangxi Tianzheng +Biotechnology Co., Ltd. ( 江西天正生物科技有限公司), Gaotai County Tianhong Biochemical +Technology Development Co., Ltd., Gaotai County Tianhong Sand Grass Industry Development +Co., Ltd. and Jiangsheng (Hainan) Biotechnolo gy Co., Ltd.. He is primarily responsible for +overseeing the product sales and marketing activities of our Group. +Mr. Hu has over 32 years of experience in quality management and marketing. From September +1992 to August 2002, Mr. Hu was a deputy director at Jiangxi Institute of Biological Products ( 江西 +生物製品研究所) (formerly known as Jiangxi Ji’an Institute of Biological Products ( 江西吉安生物製 +品所) and Institute of Biological Products of Ji’an, Jiangxi ( 江西省吉安地區生物製品所)), an +institute to which the history of our Group can be traced and whose details are further set out in the +section headed ‘‘History, Development and Corpo rate Structure’’ in this prospectus, where he was +primarily responsible for overseeing qua lity management and marketing activities. +Mr. Hu graduated with a major in pharmacy from Jinggangshan University ( 井岡山大學 +)i n +Jiangxi in January 2013. He has been certified as an intermediate technician in microbial testing +technology ( 微生物檢驗技術) jointly by the Ministry of Health of the PRC ( 中華人民共和國衛生部) +and the Ministry of Personnel of the PRC since May 2006, and a licensed pharmacist jointly by the +Ministry of Personnel of the PRC, Chi na Food and Drug Administration ( 國家食品藥品監督管理總 +局) and the Professional Title Affairs Offi ce of Jiangxi Province since March 2008. +Mr. JI Chong ( 季沖), aged 60, joined our Group in December 2007 as a chief technician, and +has been our deputy general manager since June 2019. He is primarily responsible for overseeing +R&D of new products and technology and manufacturing of products of our Group. +Mr. Ji has over 37 years of experience in the pharmaceutical industry. From July 1985 to +December 1999, he worked at and last served as the head of the serum laboratory of the Shanghai +Institute of Biological Products ( 上海生物製品研究所), a research institute, where he was primarily +responsible for research and manufacturing of an tiserum products. From January 2000 to July 2005, +he was a manager of the development department and quality control department of Shanghai Serum +Biotechnology Company Limited ( 上海賽倫生物技術有限公司) (currently known as Shanghai Serum +Bio-Technology Co., Ltd. ( 上海賽倫生物技術股份有限公司)), a company listed on the Science and +Technology Innovation Board of the Shanghai Stock Exchange ( 上海證券交易所科創板)( s t o c kc o d e : +688163) and principally engaged in R&D, manufac turing and sales of antitoxin and antiserum +products. +Mr. Ji obtained his diploma in public utility m anagement from Shanghai Jiao Tong University +(上海交通大學) in Shanghai by way of attendance of long distance learning and online courses in +January 2007. He has been certified as an engin eer in medical biotechnology by the Shanghai +Institute of Biological Products since January 2000. +DIRECTORS AND SENIOR MANAGEMENT +–2 0 5– + + +--- page 215 --- +Mr. WANG Xiaoming ( 王曉明), aged 60, joined our Group in September 2017, and has been +our chief financial officer since then. Since December 2017, he has also been our Board secretary. +Mr. Wang is also currently a director of our subsid iary, Jiangsheng (Shenzhen) Biotechnology R&D +Center Co., Ltd.. He is primarily responsible for overseeing financial management of our Group and +providing support to our Board. +Mr. Wang has over 20 years of experience in finance. From November 2004 to April 2013, Mr. +Wang was a finance manager at Beijin g Zhonglian Compact Disc Co., Ltd. ( 北京中聯光碟有限公司), +a compact disc manufacturer, where he was primarily responsible for financial affairs. From April +2013 to April 2014, he was a finance manager at B eijing Meixingda Construction Decoration +Engineering Co., Ltd. ( 北京市美興達建築裝飾裝修工程有限責任公司) (currently known as Beijing +Meixingda Construction Engineering Co., Ltd. ( 北京美興達建設工程有限公司)), a construction and +decoration company, where he was primarily responsible for financial affairs. From October 2014 to +October 2017, he worked and last served as the chief financial officer of Jiangxi Jirui Energy Saving +Technology Co., Ltd. ( 江西吉瑞節能科技股份有限公司) (formerly known as Jiangxi Jirui Glass Co., +Ltd. ( 江西吉瑞玻璃股份有限公司)), a company principally engaged in manufacturing and sales of +tempered glass, where he was primarily responsible for financial affairs. +Mr. Wang obtained his diploma in statistics from Jiangxi College of Finance and Economics +(江西財經學院 +) (currently known as Jiangxi University of Finance and Economics ( 江西財經大學)) +in Jiangxi in December 1988. He has been certified as an intermediate accountant jointly by the MOF +and the Ministry of Personnel of the PRC ( 中華人民共和國人事部) since October 1994. +General +Save as disclosed in this section and the paragraph headed ‘‘Further Information about Our +Directors and Substantial Shareholders’’ in Appendix VII to this prospectus, each of our senior +management members has confirmed that: +(1) he/she does not hold and has not held any other positions in our Group and any other +members of our Group as of the Latest Practicable Date; +(2) other than being a Director and/or member of our Company’s senior management, he/she +does not have any relationship with any Directors, other members of senior management +or substantial shareholders of our Comp any as of the Latest Practicable Date; +(3) he/she does not hold and has not held any other directorships in public companies the +securities of which are listed on any securi ties market in Hong Kong or overseas in the +three years prior to the Latest Practicable Date and as of the Latest Practicable Date; and +(4) he/she has not completed his/her respective education programs as disclosed in this +section by way of attendance of long distance learning or online courses. +JOINT COMPANY SECRETARIES +Ms. JING Ruihua ( 敬瑞華) was appointed as one of our joint company secretaries on March 14, +2025. Ms. Jing is our executive Director. For fur ther details, see ‘‘— Board of Directors — Executive +Directors’’ in this section. +M s .F U N GS i nT i n gK a r i n(馮羨婷) was appointed as one of our joint company secretaries on +June 10, 2026. Ms. Fung is an executive of the listi ng services division at TMF Hong Kong Limited +and is responsible for provision of corporate secr etarial and compliance services to listed company +clients. +Ms. Fung is an associate member of both The Hong Kong Chartered Governance Institute and +The Chartered Governance Institute in the United Kingdom. Ms. Fung received a Bachelor’s Degree +in Business Administration from the Hang Seng University of Hong Kong in December 2021 and a +Master of Corporate Governance from The Hong Kong Polytechnic University in October 2025. +DIRECTORS AND SENIOR MANAGEMENT +–2 0 6– + + +--- page 216 --- +COMPLIANCE ADVISER +We have appointed Patrons Capi tal Limited as our compliance a dviser pursuant to Rule 3A.19 +of the Listing Rules. Pursuant to Rule 3A.23 of the L isting Rules, the compliance adviser will advise +us on the following circumstances: +. before the publication of any announcements, circulars or financial reports; +. where a transaction, which might be a notifia ble or connected transaction under Chapters +14 and 14A of the Listing Rules is contemplated, including share issues, sales or transfers +of treasury shares and share repurchases; +. where we propose to use the proceeds of the Global Offering in a manner different from +that detailed in this prospectus or where our bus iness activities, developments or results +deviate from any forecast, estimate or other information in this prospectus; and +. where the Stock Exchange makes an inquiry of us regarding unusual price movement and +trading volume or other issues under Rule 13.10 of the Listing Rules. +Pursuant to Rule 3A.24 of the Listing Rules, Pa trons Capital Limited will, in a timely manner, +inform us of any amendment or supplement to the Listing Rules and new or amended laws and +regulations in Hong Kong applicable to us. +The terms of the appointment shall commence on the Listing Date and end on the date which +we distribute our annual report of our financial res ults for the first full financial year commencing +after the Listing Date. +BOARD COMMITTEES +We have established the following committees on our Board with effect from the Listing Date: +an audit committee, a remuneration and appraisa l committee, a nomination committee, a strategy +and investment committee and a sustainability co mmittee. The committees operate in accordance +with the terms of reference established by our Board. +Audit Committee +We have established an audit committee with wri tten terms of reference in compliance with +Rule 3.21 of the Listing Rules and paragraph D.3 of part 2 of the Corporate Governance Code as set +out in Appendix C1 to the Listing Rules (the ‘‘ Corporate Governance Code ’’). The Audit Committee +c o n s i s t so fM r .W UD i(吳迪), Dr. TSANG Hiu Leong ( 曾曉亮), Dr. ZOU Pingxue ( 鄒平學), Ms. YU +Ailian ( 于愛蓮) and Mr. XIAO Changqing ( 肖長清), with Mr. WU Di being the chairperson of the +committee. Mr. WU Di holds the appropriate accounti ng or related financial management expertise +as required under Rules 3.10(2) and 3.21 of the Listing Rules. +The primary duties of the Audit Committee are to assist our Board in providing an independent +view of the effectiveness of our financial reporting process, internal control and risk management +systems, overseeing the audit process, and perfor ming other duties and responsibilities as assigned by +our Board, which include, amongst other things: +. discharging the duties of supervisors of a company incorporated in the PRC as stipulated +under applicable PRC laws and regulations; +. proposing to our Board the appointment and replacement of external audit firms; +. supervising the implementation of our internal audit system; +. liaising between our internal audit department and external auditors; +. reviewing our financial informati on and related disclosures; and +. other duties conferred by our Board. +Pursuant to the Chairperson’s Decision ( 《董事長決定》) made by the Chairperson on April 7, +2025 (which has obtained authorization from the g eneral meeting resolution dated March 20, 2025) +and in light of the Guidelines on the Articles of Asso ciation of Listed Companies revised and issued +by the CSRC on March 28, 2025, the duties of the Company’s supervisory committee shall be +assumed by the audit committee, and the Company’s supervisory committee shall be dissolved upon +Listing. +DIRECTORS AND SENIOR MANAGEMENT +–2 0 7– + + +--- page 217 --- +Remuneration and Appraisal Committee +We have established a remuneration and apprais al committee with written terms of reference in +compliance with Rule 3.25 of the Listing Rules and paragraph E.1 of part 2 of the Corporate +Governance Code. The Remuneration and A ppraisal Committee consists of Mr. WU Di ( 吳迪), Dr. +TSANG Hiu Leong ( 曾曉亮)a n dM s .J I N GR u i h u a(敬瑞華) ,w i t hM r .W UD ib e i n gt h ec h a i r p e r s o n +of the committee. +The primary duties of the Remuneration and Appraisal Committee are to develop +remuneration and appraisal policies of our Dir ectors and senior management, evaluate the +performance, make recommendations on the remuneration packages of our Directors and senior +management and evaluate and make recommendations on employee benefits, which include, +amongst other things: +. establishing, reviewing and making reco mmendations to our Board on our policy and +structure concerning remuneration and appraisal of Directors and senior management +and on the establishment of a formal and transparent procedure for developing policy on +such remuneration and appraisal; +. determining the terms of the specific remune ration package of each Director and members +of senior management; +. reviewing and approving performance-based r emuneration by reference to corporate goals +and objectives resolved by our Directors from time to time; +. reviewing and/or approving matters relati ng to share schemes under Chapter 17 of the +Listing Rules; and +. other duties conferred by our Board. +Nomination Committee +We have established a nomination committee wi th written terms of reference in compliance +with paragraph B.3 of part 2 of the Corporate Governance Code. The Nomination Committee +consists of Ms. JING Yue ( 敬玥), Ms. JING Ruihua ( 敬瑞華) ,M r .W UD i( 吳迪), Dr. ZOU Pingxue +(鄒平學) and Dr. TSANG Hiu Leong ( 曾曉亮), with Ms. JING Yue ( 敬玥) being the chairperson of +the committee. +The primary duties of the Nomination Commi ttee are to make recommendations to our Board +in relation to the appointment and removal of our Directors and senior management, which include, +amongst other things: +. reviewing the structure, size and composition of our Board on a regular basis, assisting +our Board in maintaining a board skills ma trix, and making recommendations to our +Board regarding any proposed changes; +. identifying, selecting or making recomme ndations to our Board on the selection of +individuals nominated for directorships and senior management; +. assessing the independence of independent non-executive Directors; +. supporting our Company’s regular evaluation of our Board’s performance; and +. other duties conferred by our Board. +Strategy and Investment Committee +We have established a strategy and investment c ommittee with written terms of reference. The +Strategy and Investment Committee consists of Ms. JING Yue ( 敬玥), Mr. YAO Xiaodong ( 姚曉東), +Mr. LI Changqing ( 李長青 +) ,M s .J I N GR u i h u a( 敬瑞華), Ms. YU Ailian ( 于愛蓮), Mr. XIAO +Changqing ( 肖長清)a n dM r .W UD i( 吳迪), with Ms. JING Yue being the chairperson of the +committee. +DIRECTORS AND SENIOR MANAGEMENT +–2 0 8– + + +--- page 218 --- +The primary duties of the Strategy and Inves tment Committee are to evaluate and make +recommendations on the long-term development p lans and significant investment plans of our +Company, which include, amongst other things: +. evaluating and making recommendations to our Board on medium-term and long-term +development strategies and business plans; +. evaluating and making recommendations to our Board on significant investment plans +(including equity investments and fixed asset investments); +. reviewing significant capital operation plans and financing plans; and +. other duties conferred by our Board. +Sustainability Committee +We have established a sustainability commi ttee with written terms of reference. The +Sustainability Committee consists of Dr. TSANG Hiu Leong ( 曾曉亮), Dr. ZOU Pingxue ( 鄒平 +學) ,M s .J I N GR u i h u a(敬瑞華), Mr. YAO Xiaodong ( 姚曉東) and Mr. LI Changqing ( 李長青), with +Dr. TSANG Hiu Leong ( 曾曉亮) and Dr. ZOU Pingxue ( 鄒平學) being the co-chairpersons of the +committee. +The primary duties of the Sustainability C ommittee are to enhance our corporate ESG +performance, which include, amongst other things: +. devising the environmental sustainability, so cial responsibility and governance strategies +and policies of our Company and overseeing the implementation of them; +. promoting our Company’s involvement in charitable and social initiatives; +. evaluating and making recommendatio ns to our Board on the medium-term and +long-term environmental sustainability, soci al responsibility and governance strategies +and policies of our Company; +. reviewing our annual environmental sustain ability, social responsi bility and governance +report; and +. other duties conferred by our Board. +CORPORATE GOVERNANCE +Our Company is committed to achieving high standards of corporate governance with a view to +safeguarding the interests of our Shareholders. +Corporate Governance Code +Our Directors recognize the importance of incorporating elements of good corporate +governance in the management structures and internal control procedures of our Group so as to +achieve effective accountability. +We have adopted the code provisions stated in the Corporate Governance Code and intend to +comply with all applicable code provisions under t he Corporate Governance Code after the Listing. +Our Company is committed to the view that our Board should include a balanced composition of +executive directors, non-executive directors and i ndependent non-executive directors so that there is +a strong independent element on our Board, which can effectively exercise independent judgment. +Board Diversity +We seek to achieve board diversity through the co nsideration of a number of factors, including +but not limited to gender, age, cultural and educat ional background, ethn icity, professional +experience, skills, knowledge and length of service. We have adopted a board diversity policy (the +‘‘Board Diversity Policy ’’) to enhance the effectiveness of our Board and to maintain a high standard +of corporate governance. Pursuant to the Board Diver sity Policy, in reviewing and assessing suitable +candidates to serve as a Director, the Nominat ion Committee will consider a range of diversity +perspectives with reference to our Company’s business model and specific needs, including but not +limited to gender, age, language, cult ural and educational background , professional qualifications, +skills, knowledge, industry, regio nal experience and length of servic e. Furthermore, the Nomination +DIRECTORS AND SENIOR MANAGEMENT +–2 0 9– + + +--- page 219 --- +Committee is responsible for reviewing the dive rsity of our Board, reviewing the Board Diversity +Policy from time to time, developing and reviewin g measurable objectives for implementing the +Board Diversity Policy, and monitoring the progre ss on achieving these measurable objectives in +order to ensure that the Board Diversity Policy remains effective. +Our Directors have a balanced mixed of knowle dge and skills, including but not limited to +management, business development, accounting an d investments. They obtained degrees in various +majors including business and political econo my, labor economics, pharmacy, science, law, +accounting, business administrat ion and international hospitality management. Furthermore, our +Board consists of six male members and three f emale members. Our Company has reviewed the +membership, structure and composition of our Boa rd, and is of the opinion that the structure of our +Board is reasonable, and the experience and skills of the Directors in various aspects and fields can +enable our Company to maintain a high standard of operation. +Our Company will, among others, (i) disclose the biographical details of each Director and (ii) +report on the implementation of t he Board Diversity Policy (incl uding whether we have achieved +board diversity) in its annual corporate governance report. In particular, our Company will take +opportunities to increase the proportion of female members of our Board when selecting and +recommending suitable candidates for Board ap pointments to help enhance gender diversity in +accordance with stakeholder expectations and recommended best practices. Our Company also +intends to promote gender diversity when recru iting staff at the mid to senior level so that our +Company will have a pipeline of female senior man agement and potential su ccessors to our Board. +We believe that such merit-based selection process with reference to our Board Diversity Policy and +the nature of our business will be in the best interests of our Group and our Shareholders as a whole. +COMPETITION +Each of our Directors confirms that as of the Lat est Practicable Date, he/she did not have any +interest in a business which competes or is likely to c ompete, directly or indirectly, with our business, +and requires disclosure under Rule 8.10 of the Listing Rules. +COMPENSATION OF DIRECTORS AND MANAGEMENT +We offer our Directors and senior management m embers emolument in the form of salaries, +allowances, benefits in kind, performance related bonuses and/or retirement benefits. Our Directors’ +remuneration is determined with reference to the re levant Director’s experience and qualifications, +level of responsibility, performa nce and the time devoted to our business, and the prevailing market +conditions. +The aggregate amounts of remuneration (includ ing salaries, allowances, benefits in kind, +performance related bonuses and retirement benefits) which were paid or payable to our Directors +for the three financial years ended December 31, 2023, 2024 and 2025 were RMB2,322,000, +RMB2,863,000 and RMB3,803,000, respectively. +It is estimated that the aggregate amount of rem uneration (including salaries, allowances, +benefits in kind, performance related bonuses and r etirement benefits) payable to our Directors for +the financial year ending December 31, 202 6 would be approximately RMB4.08 million under +arrangements in force as of the date of this prospectus. +For the three financial years ended December 31, 2023, 2024 and 2025, there were two, three +and four Directors among the five highest paid indi viduals, respectively. The aggregate amounts of +remuneration (including salaries, other benefi ts, performance related bonuses and retirement +benefits) which were paid or payable by our Group to our five highest paid individuals (excluding +Directors) for the three financial years ended December 31, 2023, 2024 and 2025 were +RMB1,189,000, RMB946,000 and RMB486,000, respectively. +During the Track Record Period, (i) no remune ration 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 +DIRECTORS AND SENIOR MANAGEMENT +–2 1 0– + + +--- page 220 --- +the loss of office as a director of any member of our Group or any other office in connection with the +management of the affairs of any member of our G roup, and (iii) none of our Directors waived or +agreed to waive any emoluments. +Except as disclosed above, no other payment has been paid, or is payable, by our Group to our +Directors or the five highest paid individual s of our Group during the Track Record Period. +For additional information on remuneration of Directors during the Track Record Period as +well as information on the five highest paid indiv iduals, see note 14 to the Accountants’ Report. +DIRECTORS AND SENIOR MANAGEMENT +–2 1 1– + + +--- page 221 --- +OUR CONTROLLING SHAREHOLDERS +As of the Latest Practicable Date, Ms. Jing, a n executive Director and the chairperson of our +Board, was able to exercise approximately 76.6 4% voting rights in our Company, through (i) +4,875,000 Shares held by Haina n Zhizheng, which is a limited liability company established under +the laws of the PRC and is held as to 99% by Ms. Jing, and (ii) 203,687,250 Shares held by Qianhai +Tianzheng, which is a limited liability company esta blished under the laws of the PRC and is wholly +owned by Hainan Zhizheng. For background and bi ographical details of Ms. Jing, see ‘‘Directors +and Senior Management’’ in this prospectus. Hainan Zhizheng and Q ianhai Tianzheng are +investment holding companies with no substant ive business activities. For further details of +Hainan Zhizheng and Qianhai Tianzheng, see ‘‘Histo ry, Development and Corporate Structure’’ in +this prospectus. +Immediately upon completion of the Global Off ering (assuming the Over -allotment Option is +not exercised), Ms. Jing will be entitled to exer cise approximately 67. 63% voting rights in our +Company. Therefore, Ms. Jing, Ha inan Zhizheng and Qianhai Tian zheng will constitute a group of +Controlling Shareholders of our Co mpany under the Listing Rules. +As of the Latest Practicable Date, save for the interest in our Group, our Controlling +Shareholders did not have any interest in a business which competes or is likely to compete, directly +or indirectly, with the business of our Group, and which requires disclosures under Rule 8.10 of the +Listing Rules. +INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS +Our Directors consider that we are capable of carrying on our business independently of our +Controlling Shareholders and their close associates after the Listing, taking into consideration the +factors below. +Management Independence +Our Board comprises nine Directors, including four executive Directo rs, two non-executive +Directors and three independent non-executive Directors. We believe that our Board as a whole, +together with our senior management, is able t o perform the managerial role in our Group +independently from our Controlling Shareho lders for the following considerations: +(a) although Ms. Jing will continue to serve as a director and the general manager of Qianhai +Tianzheng, Qianhai Tianzheng is an investment holding company with no substantive +business activities, and the dual roles a ssumed by Ms. Jing in our Group and Qianhai +Tianzheng will not affect the requisite degr ee of impartiality of her in discharging her +fiduciary duties owed to our Company; +(b) each of our Directors is aware of his/her fiduciary duties as a Director which require, +among others, that he/she acts for the benefit of and in the best interests of our Company +and does not allow any conflict between his/her duties as a Director and his/her personal +interests; +(c) our daily management and operation decisi ons are made by all our executive Directors +and senior management, most of whom have substantial experience in the industry in +which we are engaged and will be able to make business decisions that are in the best +interests of our Group. For details of the ind ustry experience of our senior management, +see ‘‘Directors and Senior Management’’ in this prospectus; +(d) we have appointed three independent non-executive Directors with a view to bringing +independent judgment to the decision-making process of our Board; +(e) in the event that there is a potential conflict of interests arising out of any transaction to +be entered into between our Group and a Director and/or his/her associate, he/she shall +abstain from voting and shall not be counted towards the quorum for the voting; and +RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS +–2 1 2– + + +--- page 222 --- +(f) we have adopted a series of corporate g overnance measures to manage conflicts of +interest, if any, between our Group and o ur Controlling Shareholders, which would +support our independent management. For further details, see ‘‘— Corporate Governance +Measures’’ in this section. +Operational Independence +We have full rights to make all decisions on, and to carry out, our own business operations +independently. We have our own departments specializing in the respective areas which have been in +operation and are expected to continue to operate i ndependently from our Con trolling Shareholders +and their close associates. We hold the licenses, intellectual property rights and qualifications +necessary to carry on our principal business. We also have independent access to suppliers and +customers, and have sufficient capital, facilities and employees to operate our business +independently from our Controlling Shareholders and their close associates. +Based on the above, our Directors believe that we will be able to operate independently from +our Controlling Shareholders a nd their close associates. +Financial Independence +We have an independent financial system. We m ake financial decision s according to our own +business needs, and neither our Controlling Shareho lders nor their close associates intervene with +our use of funds. We have established an independent finance department with a team of finance +staff and an independent audit, accounting and financial management system. +In addition, we have been and are capable of obtaining financing from third parties without +relying on any guarantee or security provided b y our Controlling Shareholders or their close +associates. As of the Latest Practicable Date, there was no loan, advance or guarantee provided by +our Controlling Shareholder s or their close associates. +Based on the above, our Directors believe that we are capable of carrying on our business +independently of, and do not place undue reliance o n, our Controlling Share holders and their close +associates after the Listing. +CORPORATE GOVERNANCE MEASURES +Our Directors recognize the importance of good corporate governance in protecting our +Shareholders’ interests. We have adopted the following measures to safeguard good corporate +governance standards and to avoid potential conflicts of interests between our Group and our +Controlling Shareholders: +(a) under the Articles of Association, where a Shareholders’ meeting is to be held for +considering proposed transactions in which our Controlling Shareholders or any of their +respective associates has a material intere st, our Controlling Sha reholders and their +associates will not vote on the relevant resolutions and shall not be counted in the quorum +for the voting; +(b) our Company has established internal c ontrol mechanisms to identify connected +transactions. Upon Listing, if our Group enters into connected transactions with our +Controlling Shareholders or a ny of their associates, our Company will comply with the +applicable Listing Rules; +(c) our Board consists of a balanced compos ition of executive Directors, non-executive +Directors and independent non-executive Directors, with independent non-executive +Directors representing not less than one-third of our Board to ensure that our Board is +able to effectively exercise independent ju dgment in its decision-making process and +provide independent advice to our Shareholders. Our independent non-executive +Directors individually and collectively posse ss 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 Shareholder s and provide impartial and professional +advice to protect the interests of our minority Shareholders; +RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS +–2 1 3– + + +--- page 223 --- +(d) Our Company will disclose decisions o n matters reviewed by the independent +non-executive Director either through our interim and annual reports or by way of +announcements; +(e) where our Directors reasonably request the a dvice of independent professionals, such as +financial advisers, the appointment of such independent professionals will be made at our +Company’s expenses; and +(f) we have appointed Patrons Capital Limited as our compliance adviser to provide advice +a n dg u i d a n c et ou si nr e s p e c to fc o m p l i a n c ewith the applicable laws in Hong Kong and +the Listing Rules, including various requir ements relating to corporate governance. +Based on the above, our Directors believe that su fficient corporate governance measures have +been put in place to manage conflicts of intere sts that may arise between our Group and our +Controlling Shareholders and to protect our Shareh olders’ interests as a whole after the Listing. +RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS +–2 1 4– + + +--- page 224 --- +OVERVIEW +Prior to the Listing, our Group has entered into certain transactions with Gaotai County +Jianquanzi Forestry and Animal Husband ry Technology Development Co., Ltd. ( 高台縣碱泉子林牧 +業科技開發有限責任公司)( ‘ ‘Jianquanzi ’’) and Gaotai County Jinlucao Industry Co., Ltd. ( 高台縣金 +鹿草產業有限責任公司)( ‘ ‘Jinlucao ’’), which will, upon Listing, become connected persons of our +Company. +Each of Jianquanzi and Jinlucao is a limited liab ility company established under the laws of the +PRC and is principally engaged in breeding and sa les of livestock, crop production and sales of +agricultural products. Each of Jianquanzi and Jinlucao is wholly owned by Hainan Huaxia Lingjiao +Agricultural Technology Development Co., Ltd. ( 海南華廈嶺腳農業科技發展有限公司), which is in +turn wholly owned by Hainan Chuangxin Pharma ceutical Technology Development Co., Ltd. ( 海南 +創鑫醫藥科技發展股份有限公司), which is in turn held as to approximately 80.18% by Hainan Jinjia +Courtyard Catering Management Co., Ltd. ( 海南金家大院餐飲管理有限公司 +) ,w h i c hi si nt u r nh e l d +as to 60% by Mr. JING Wei ( 敬偉)( t h ef a t h e ro fM s .J i n g )a n d4 0 %b yM r .J I N GR u i f e n g(敬瑞豐) +(the brother of Ms. Jing). As such, each of Jianquanzi and Jinlucao is a connected person of our +Company under Rule 14A.12(2)(b) of the Listing Rules. +Details of our Group’s one-off transaction s with Jianquanzi and Jinlucao pursuant to +agreements entered into prior to the Listing and our Group’s continuing connected transactions with +Jianquanzi following the Listing are set out below. +ONE-OFF TRANSACTIONS PRIOR TO THE LISTING +Vehicle Rental Agreement +On January 1, 2025, Gaotai County Tianhong Bio chemical Technology Development Co., Ltd. +(高台縣天鴻生化科技開發有限責任公司)( ‘ ‘Tianhong Biochemical ’’), our wholly-owned subsidiary, +entered into a vehicle rental agreement (the ‘‘ Vehicle Rental Agreement ’’) with Jianquanzi, pursuant +to which Tianhong Biochemical agreed to lease from Jianquanzi two vehicles at an aggregate +monthly rental of RMB6,000, for a term commenc ing on January 1, 2025 and ending on December +31, 2027, subject to renewal upon the mutual agreement of both parties thereto. The two vehicles +have been rented for our operational need s and business use since January 1, 2023. +The rental under the Vehicle Rental Agreem ent has been determined by our Group and +Jianquanzi through arm’s length negotiation bas ed on a number of factors, including but not limited +to the number of vehicles rented after taking int o account our operational needs, the prevailing +market rental of similar vehicles, specifications of the vehicles rented and the term of the rental. +The transactions entered into with Jianquanzi in respect of the vehicle rentals have been entered +into in the ordinary and usual course of business of our Company. Pursuant to IFRS 16, the leased +assets under the Vehicle Rental Agreement has been recognized by our Group as right-of-use assets +with an initial value of approximately RMB208,581 , and the transactions contemplated under the +Vehicle Rental Agreement would be regarded as an acquisition of right-of-use assets by our Group +pursuant to the Listing Rules. As the Vehicle Rental Agreement, which was entered into prior to the +Listing and was one-off in nature, the transactions (in relation to the outstanding payments pursuant +to the Vehicle Rental Agreement) contemplated under the Vehicle Rental Agreement will not be +classified as connected transactions or continui ng connected transactions under Chapter 14A of the +Listing Rules. Therefore, the entering into of th e Vehicle Rental Agreement and the transactions +contemplated thereunder will not be subject to any of the reporting, announcement, annual review +and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. +CONNECTED TRANSACTIONS +–2 1 5– + + +--- page 225 --- +Lease Agreement +On January 1, 2024, Tianhong Biochemical entered into a lease agreement (the ‘‘ Lease +Agreement ’’) with Jinlucao, pursuant to Tianhong Bioc hemical agreed to lease from Jinlucao a piece +of agricultural farmland with an area of 1,270 mu located at Yihe Village, Nanhua Town, Gaotai +County ( 高台縣南華鎮義禾村), at an annual rent of RMB1,260,600, for a term commencing on +January 1, 2024 and ending on December 31, 2026, subject to renewal upon the mutual agreement of +both parties thereto. The agricultural farmland has been leased for growing forage for horses for our +R&D and manufacturing activities. +The rent under the Lease Agreement has been determined by our Group and Jinlucao through +arm’s length negotiation based on a number of fa ctors, including but not limited to the prevailing +market rent of similar properties located in the vic inity, the areas leased and the term of the lease. +The transactions entered into with Jinlucao in respect of the lease have been entered into in the +ordinary and usual course of business of our Com pany. Pursuant to IFRS 16, the leased farmland +under the Lease Agreement has been recognized by our Group as a right-of-use asset with an initial +value of approximately RMB3,693,396, and the transactions contemplated under the Lease +Agreement would be regarded as an acquisition o f a right-of-use asset by our Group pursuant to +the Listing Rules. As the Lease Agreement, whic h was entered into prior to the Listing and was +one-off in nature, the transactions (in relation to the outstanding payments pursuant to the Lease +Agreement) contemplated under the Lease Agreement will not be classified as connected transactions +or continuing connected transactions under Chapter 14A of the Listing Rules. Therefore, the +entering into of the Lease Agreement and the tra nsactions contemplated thereunder will not be +subject to any of the reporting, announcement, annual review and independent Shareholders’ +approval requirements under Chapter 14A of the Listing Rules. +FULLY EXEMPT CONTINUING CONNECTED TRANSACTIONS +Master Forage Purchase Agreement +Our Company (for and on behalf of ourselves and our subsidiaries) entered into a master forage +purchase agreement dated June 17, 2026 (the ‘‘ Master Forage Purchase Agreement ’’) with Jianquanzi, +pursuant to which our Group may purchase from Jianquanzi forage for horses. Such forage for +horses are required as we breed horses for our R&D and manufacturing activities. +Our Group and Jianquanzi will enter into separat e individual agreements or purchase orders, +which will set out the specific terms and condition s according to the principles in the Master Forage +Purchase Agreement. The Master Forage Purchase Agreement is effective from the Listing Date till +December 31, 2028, subject to renewal upon the m utual agreement of both parties thereto. +For the three financial years ended December 31, 2023, 2024 and 2025, the amounts incurred by +our Group for the forage purchased from Jianquanzi under the Master Forage Purchase Agreement +were RMB3,947,456.10, RMB68,400.00 and nil, resp ectively. The historical fluctuations in the +amounts incurred by our Group for the forage pur chased from Jianquanzi were primarily due to the +changes in our Group’s needs for forage in line with our business growth, with such purchase +amounts having decreased in the financial year ended December 31, 2024 as a result of the +consumption of our then existing inventory of forage and the harvest of forage grown by ourselves +on the agricultural farmland leased since January 1, 2024 as set out in the paragraph headed +‘‘One-off Transactions prior to the Listing — Lease Agreement’’ in this section. +It is expected that the maximum aggregate tr ansaction amounts payable by our Group to +Jianquanzi under the Master Forage Purchase Agreement for the three financial years ending +December 31, 2026, 2027 and 2028 shall not exceed RMB2,600,000, RMB2,600,000 and +RMB2,600,000, respectively, after taking into account, among others, the expected increase in the +demand for forage as a result of an increased number of horses for pregnant horse plasma in line +with the continuous expansion and growth of our business. +CONNECTED TRANSACTIONS +–2 1 6– + + +--- page 226 --- +T h ep u r c h a s ep r i c ef o rf o r a g eu n d e rt h eM a s t er Forage Purchase Agreement will be charged at +unit prices no less favorable to our Group than unit prices at which our Group pays Independent +Third Parties for comparable transactions, and will be determined by our Group and Jianquanzi +through arm’s length negotiatio nw i t hr e f e r e n c et oan u m b e ro ff a ctors applicable to all suppliers, +including but not limited to the market price of th e forage, quantities and method of procurement, +specifications of the forage, the fees charged for historical transactions of a similar nature and the +then prevailing market prices based on uni t prices for different types of forage. +The historical transactions entered into with Jianquanzi in respect of purchases of forage have +been, and the transactions contemplated under t h eM a s t e rF o r a g eP u r c h a s eA g r e e m e n tw i l lb e , +entered into in the ordinary and usual course of business of our Company, on normal commercial +terms or better. As each of the applicable per centage ratios in respect of the transactions +contemplated under the Master Forage Purchase Agreement will be less than 5% on an annual basis +and the total consideration on an annual basi s will be less than HK$3 million, the transactions +contemplated under the Master Forage Purchase Agreement would, upon Listing, be fully exempt +from the reporting, announcement, annual review and independent Shareholders’ approval +requirements pursuant to Rule 14A.76(1) of the Listing Rules. +CONNECTED TRANSACTIONS +–2 1 7– + + +--- page 227 --- +So far as our Directors are aware, immediately f ollowing the completion of the Global Offering +and without taking into account any H Shares which may be issued pursuant to the exercise of the +Over-allotment Option, the follo wing persons will have an interest or short position in the Shares or +the underlying Shares which would fall to be disclosed to our Company and the Hong Kong Stock +Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or, will be, directly or +indirectly, interested in 10% or more of the nomin al value of any class of share capital carrying +rights to vote in all circumstances at general meetings of our Company: +Name of +Shareholder +Capacity/nature of +interest +Number of +Shares held +Approximate +percentage of +shareholding in +the relevant +proportion of +Shares +(1) +Approximate +percentage of +shareholding in +the total issued +share capital of +our Company (1) +(%) (%) +Ms. Jing (2) Interest in +controlled +corporations +208,562,250 H +Shares +67.92 67.63 +Hainan Zhizheng (2) Beneficial owner; +Interest in +controlled +corporations +208,562,250 H +Shares +67.92 67.63 +Qianhai +Tianzheng +(2) +Beneficial owner 203,687,250 H +Shares +66.33 66.05 +Notes: +(1) The calculation is based on the total number of 1,287,000 Domestic Shares and 307,090,319 H Shares in issue +(assuming the Over-allotment Optio n is not exercised) upon Listing. +(2) As of the Latest Practicable Date, Hainan Zhizheng was held as to 99% by Ms. Jing, and Qianhai Tianzheng was +w h o l l yo w n e db yH a i n a nZ h i z h e n g .A ss u c h ,u n d e rt h eS F O ,H a i n a nZ h i z h e n gi sd e e m e dt ob ei n t e r e s t e di nt h eH +Shares held by Qianhai Tianzheng, and Ms. Jing is deemed to be interested in the H Shares held by Qianhai +Tianzheng and Hainan Zhizheng. +For details of the substantial shareholders who w ill be, directly or indirectly, interested in 10% +or more of the nominal value of any class of share ca pital carrying rights to vote in all circumstances +at general meetings of any member of our Group other than our Company, see ‘‘Further Information +about Our Directors and Substantial Shareholder s — 1. Disclosure of Interests’’ in Appendix VII to +this prospectus. +Save as disclosed herein, our Directors are no t aware of any persons who will, immediately +following completion of the Global Offering (assumin g the Over-allotment Option is not exercised), +without taking into account the Offer Shares that may be taken up under the Global Offering, have +interests or short positions in Shares or underlying Shares which would fall to be disclosed under the +provisions of Divisions 2 and 3 of Part XV of the SFO o r, will be, directly or indirectly, interested in +10% or more of the nominal value of any class of share capital carrying rights to vote in all +circumstances at general meetings of our Company. +SUBSTANTIAL SHAREHOLDERS +–2 1 8– + + +--- page 228 --- +THE CORNERSTONE PLACING +We have entered into a cornerstone investment agreement (the ‘‘ Cornerstone Investment +Agreement ’’) with the cornerstone investor set out below (the ‘‘ Cornerstone Investor ’’), pursuant to +which the Cornerstone Investor has agreed to, sub ject to certain conditions, subscribe at the Offer +Price for such number of Offer Shares (rounded down to the nearest whole board lot of 500 H +Shares) that may be purchased for an aggregate amount of HK$50.0 million (exclusive of brokerage +fee, the SFC transaction levy, the AFRC transacti on levy and the Stock Exchange trading fee) (the +‘‘Cornerstone Placing ’’). +Assuming an Offer Price of HK$9.33, being the low-end of the indicative Offer Price range set +out in this Prospectus, the total number of Offer Sha res to be subscribed by the Cornerstone Investor +would be 5,359,000 Offer Shares, representing approximately (i) 14.79% of the H Shares offered +pursuant to the Global Offering; and (ii) 1.74% of ou r total issued share capital immediately upon +completion of the Global Offering (assuming that t he Over-allotment Option is not exercised). +Assuming an Offer Price of HK$11.20, being the mid-point of the indicative Offer Price range +set out in this Prospectus, the total number of Offer Shares to be subscribed by the Cornerstone +Investor would be 4,464,000 Offer Shares, representing approximately (i) 12.32% of the H Shares +offered pursuant to the Global Offering; and (ii) 1. 45% of our total issued share capital immediately +upon completion of the Global Offering (assuming that the Over-allotment Option is not exercised). +Assuming an Offer Price of HK$13.06, being the high-end of the indicative Offer Price range set +out in this Prospectus, the total number of Offer Sha res to be subscribed by the Cornerstone Investor +would be 3,828,000 Offer Shares, representing approximately (i) 10.56% of the H Shares offered +pursuant to the Global Offering; and (ii) 1.24% of ou r total issued share capital immediately upon +completion of the Global Offering (assuming that t he Over-allotment Option is not exercised). +We believe that the Cornerstone Placing demonstrates our Cornerstone Investor’s confidence in +our Company and its business prospect, and that the Cornerstone Placing will help to raise the +profile of our Company. Our Company became acquainted with the Cornerstone Investor in its +ordinary course of operation through the Group’s business network or through introduction by the +underwriters in the Global Offering. +The Cornerstone Placing will form part of the International Offering, and, save as otherwise +obtained consent from the Stock Exchange, the Cornerstone Investor and its close associates will not +subscribe for any Offer Shares under the Global O ffering (other than pursuant to the Cornerstone +Investment Agreement). The Offe r Shares to be subscribed by the Cornerstone Investor will rank +pari passu in all respects with the fully paid H Shares i n issue following the Global Offering of the +Company and will be counted towards the public float of our Company under Rule 19A.13A of the +Listing Rules. Immediately following the completion of the Global Offering, (i) the Cornerstone +Investor or its close associates will not, by virt ue of the cornerstone investment, have any Board +representation in our Company; (ii) none of the Cornerstone Investor and its close associates will +become a substantial Shareholder of our Compan y; and (iii) the equity interests in the Company +beneficially owned by the three largest public Shareholders will be less than 50% for the purpose of +Rule 8.08(3) of the Listing Rules. Other than a gua ranteed allocation of the relevant Offer Shares at +the final Offer Price, the Cornerstone Investor does not have any preferential rights under its +Cornerstone Investment Agreement, as compared with other public Shareholders. There are no side +arrangements or agreements between our Company and the Cornerstone Investor or any benefit, +direct or indirect, conferred on the Cornerstone Investor by virtue of or in relation to the Listing, +other than a guaranteed allocation of the relevant O ffer Shares at the final Offer Price, following the +principles as set out in Chapter 4.15 of the Guide for New Listing Applicants. +CORNERSTONE INVESTOR +–2 1 9– + + +--- page 229 --- +To the best knowledge of the Company and after making reasonable enquiries, (i) the +Cornerstone Investor and its ultimate benefic ial owners are independent from our Group, the +Controlling Shareholders, our connected persons and their respective associates and they are not our +existing Shareholders; (ii) the Cor nerstone Investor makes independe nt investment decisions; (iii) the +Cornerstone Investor is not accustomed to take instructions from our Company or any of our +Directors, chief executive, supervisors, the Contro lling Shareholders, substa ntial Shareholders or +existing Shareholders or any of its subsidiaries or their respective close associates in relation to the +acquisition, disposal, voting or other dispositio no ft h eO f f e rS h a r e so ro t h e r w i s eh e l db yi ta n d( i v ) +the subscription of Offer Shares pursuant to the Co rnerstone Investment Agreement is not directly +or indirectly financed by our Comp any, the Controlling Shareholde rs, or any of our Directors, chief +executive, supervisors of our Company, substantial Shareholders, existing Shareholders or any of its +subsidiaries or their respective close associates. +As confirmed by the Cornerstone Investor, its subscription under the Cornerstone Placing +would be financed by its own internal financial resources, financial resources of its shareholders or +the assets managed for its investors (in the case of Co rnerstone Investor which is funds or investment +managers) and it has sufficient funds to settle its investment under the Cornerstone Placing. The +Cornerstone Investor has confirmed that all nece ssary approvals have been obtained with respect to +the Cornerstone Placing and that no specific approval from any stock exchange (if relevant) or the +shareholders of any listed companies (if relevant) is required for the relevant Cornerstone Placing. +The Cornerstone Investor and its ultimate beneficial owner are not listed on any stock exchange. +The Cornerstone Investor has agreed to fully pay for the relevant Offer Shares that it has +subscribed before dealings in the Company’s H Shares commence on the Stock Exchange. The +Cornerstone Investor has agreed that, the Company, the Joint Sponsors, the Sponsor-Overall +Coordinators and/or the Joint Overall Coordinator s may in their sole discretion defer the delivery of +a l lo rp a r to ft h eO f f e rS h a r e si tw i l ls u b s c r i b ef o ron a date later than the Listing Date. Such delayed +delivery arrangement is in place to facilitate the ov er-allocation in the International Offering and +there will be no delayed delivery if there is no over -allocation in the International Offering. Where +delayed delivery takes place, (i) there will be delayed delivery of the Offer Shares to the Cornerstone +Investor as determined by the Company and the Joint Overall Coordinators; (ii) the date of the +delayed delivery shall be no later than three business days following the last day on which the +Over-allotment Option may be exercised; (iii) n o extra payment will be made to the Cornerstone +Investor for the purpose of the delayed delivery arrangement; and (iv) the Cornerstone Investor that +may be affected by such delayed delivery has agreed t hat it shall nevertheless pay for the relevant +Offer Shares before the Listing. Accordingly, ther e will be no deferred settlement of the Offer Shares +to be subscribed by the Cornerstone Investor. +The total number of Offer Shares to be subscribe d by the Cornerstone Investor may be affected +by reallocation of the Offer Shares between the International Offering and the Hong Kong Public +Offering. If the total demand for H shares in the Hong Kong Public Offering falls within the +circumstance as set out in the section headed ‘‘Structure of the Global Offering — The Hong Kong +Public Offering — Reallocation’’ in this Prospectus, our Company and the Joint Overall +Coordinators have the absolute discretion, but not obliged, to deduct the number of Offer Shares +to be subscribed by the Cornerstone Investor on a pro rata basis in accordance with the terms of the +Cornerstone Investment Agreement to satisfy the public demands under the Hong Kong Public +Offering, after taking into account the requirements under Appendix F1 to the Listing Rules. +Further, the Sponsor-Overall Coordinators and/or the Joint Overall Coordinators and the Company +can adjust the number of Offer Shares to be acquired by the Cornerstone Investor in their sole and +absolute discretion for the purpose of compliance with Rules 8.08(3), 19A.13A and 19A.13C of the +Listing Rules, Practice Note 18 to the Listing Rules and Appendix F1 to the Listing Rules. Details of +the actual number of Offer Shares to be allocated to t he Cornerstone Investor will be disclosed in the +allotment results announcement of our Company to be published on or around June 29, 2026. +CORNERSTONE INVESTOR +–2 2 0– + + +--- page 230 --- +THE CORNERSTONE INVESTOR +The information about our Cornerstone Investor set forth below has been provided by the +Cornerstone Investor in connection with the Cornerstone Placing. +WSH +Wealth Strategy Holding Limited ( 富策控股有限公司)( ‘ ‘WSH’’) is a company incorporated in +Hong Kong and is wholly-owned by Wealth Stra tegy Group Limited, an investment vehicle +incorporated in the British Virgin Island s and wholly-owned by Mr. KUNG Hung Ka (‘‘ Mr. Kung ’’), +an Independent Third Party. +Mr. Kung is a well-known technology entrepreneur and investor with extensive experience in +investments across the information technology, electronics and technology sectors. He graduated +from Huazhong University of Science and Tech nology with a major in Computer Science and +currently serves as a part-time professor of Hua zhong University of Science and Technology. Mr. +Kung is the founder of Jiadao Capital ( 嘉道資本) and is also the actual controller and chairman of +Zhongyuan Union Cell & Gene Engineering Corp., Ltd. ( 中源協和細胞基因工程股份有限公司) +(600645.SH). +WSH is principally engaged in investment holding. Over the years, Mr. Kung has invested in +and/or founded a number of renowned technology an d healthcare enterprises, including VeriSilicon +Microelectronics (Shanghai) Co., Ltd. ( 芯原微電子(上海)股份有限公司) (688521.SH), Guangdong +Tecsun Science & Technology Co., Ltd. ( 廣東德生科技股份有限公司) (002908.SZ), Hangzhou +Hikvision Digital Technology Co., Ltd. ( 杭州海康威視數字技術股份有 +限公司) (002415.SZ), +Shanghai Fullhan Microelectronics Co., Ltd. ( 上海富瀚微電子股份有限公司) (300613.SZ), C-MER +Medical Holdings Limited ( 希瑪醫療控股有限公司) (3309.HK) and XtalPi Holdings Limited ( 晶泰控 +股有限公司) (2228.HK), with business coverage spanning semiconductors, digital technology, +security systems, life sciences, environmental prot ection and agricultural applications of traditional +Chinese medicine. +The table below sets forth details of the Cornerstone Placing: +Based on the Offer Price of HK$9.33 (being the low-end of the indicative Offer Price range) +Assuming the Over-allotment +Option is not exercised +Assuming the Over-allotment +Option is fully exercised +Cornerstone Investor +Investment +amount (1) +Number +of Offer +Shares (2) +Approximate +percentage of +the Offer +Shares +Approximate +percentage of +the Shares in +issue +immediately +following the +completion of +the Global +Offering +Approximate +percentage of +the Offer +Shares +Approximate +percentage of +the Shares in +issue +immediately +following the +completion of +the Global +Offering +(%) (%) (%) (%) +WSH HK$50,000,000 5,359,000 14.79% 1.74% 12.86% 1.71% +Total HK$50,000,000 5,359,000 14.79% 1.74% 12.86% 1.71% +Notes: +(1) The investment amount is exclusive of brokerage fee, the SFC transaction levy, the AFRC transaction levy and +the Stock Exchange trading fee. +(2) Subject to rounding down to the near est whole board lot of 500 Offer Shares. +CORNERSTONE INVESTOR +–2 2 1– + + +--- page 231 --- +Based on the Offer Price of HK$11.20 (being the mid-point of the indicative Offer Price range) +Assuming the Over-allotment +Option is not exercised +Assuming the Over-allotment +Option is fully exercised +Cornerstone Investor +Investment +amount (1) +Number +of Offer +Shares (2) +Approximate +percentage of +the Offer +Shares +Approximate +percentage of +the Shares in +issue +immediately +following the +completion of +the Global +Offering +Approximate +percentage of +the Offer +Shares +Approximate +percentage of +the Shares in +issue +immediately +following the +completion of +the Global +Offering +(%) (%) (%) (%) +WSH HK$50,000,000 4,464,000 12.32% 1.45% 10.71% 1.42% +Total HK$50,000,000 4,464,000 12.32% 1.45% 10.71% 1.42% +Notes: +(1) The investment amount is exclusive of brokerage fee, the SFC transaction levy, the AFRC transaction levy and +the Stock Exchange trading fee. +(2) Subject to rounding down to the near est whole board lot of 500 Offer Shares. +Based on the Offer Price of HK$13.06 (being the high-end of the indicative Offer Price range) +Assuming the Over-allotment +Option is not exercised +Assuming the Over-allotment +Option is fully exercised +Cornerstone Investor +Investment +amount (1) +Number +of Offer +Shares (2) +Approximate +percentage of +the Offer +Shares +Approximate +percentage of +the Shares in +issue +immediately +following the +completion of +the Global +Offering +Approximate +percentage of +the Offer +Shares +Approximate +percentage of +the Shares in +issue +immediately +following the +completion of +the Global +Offering +(%) (%) (%) (%) +WSH HK$50,000,000 3,828,000 10.56% 1.24% 9.19% 1.22% +Total HK$50,000,000 3,828,000 10.56% 1.24% 9.19% 1.22% +Notes: +(1) The investment amount is exclusive of brokerage fee, the SFC transaction levy, the AFRC transaction levy and +the Stock Exchange trading fee. +(2) Subject to rounding down to the near est whole board lot of 500 Offer Shares. +CLOSING CONDITIONS +The obligation of the Cornerstone Investor t o subscribe for the Offer Shares under the +Cornerstone Investment Agreement is subject to, among other things, the following closing +conditions: +(a) the underwriting agreements for the Hong K ong Public Offering and the International +Offering being entered into and having becom ee f f e c t i v ea n du n c o n d i tional (in accordance +with their respective original terms or as subsequently waived or varied by agreement of +the parties thereto) by no later than the time and date as specified in these underwriting +agreements, and neither of the aforesaid underw riting agreements having been terminated; +(b) the Offer Price having been agreed upon between our Company and the Joint Overall +Coordinators (for themselves and on behalf of the Underwriters); +CORNERSTONE INVESTOR +–2 2 2– + + +--- page 232 --- +(c) the Listing Committee of the Stock Exchange having granted the approval for the listing +of, and permission to deal in, the H Shares (including the H Shares under the Cornerstone +Placing as well as other applicable waivers a nd approvals) and such approval, permission +or waiver having not been revoked prior to th e commencement of dealings in the H Shares +on the Stock Exchange; +(d) no laws shall have been enacted or promulg ated by any governmental authority which +prohibits the consummation of the transactions contemplated in the Global Offering or +the Cornerstone Investment Agreement and there shall be no orders or injunctions from a +court of competent jurisdiction in effect precluding or prohibiting consummation of such +transactions; and +(e) the CSRC has accepted the CSRC filings and p ublished the filing results in respect of the +CSRC filings on its website, and such notice of acceptance and/or filing results published +have not otherwise been rejected, withdra wn, revoked or invalidated prior to the +commencement of dealings in the H Shares on the Stock Exchange; +(f) the representations, warranties, undertakings, acknowledgements and confirmations of +the Cornerstone Investor under the Cornerstone Investment Agreement are (as of the date +of the Cornerstone Investment Agreement) and will be (as of the Listing Date) accurate +and true in all respects and not misleading or deceptive and that there is no material +breach of the Cornerstone Investment Agreement on the part of the Cornerstone Investor. +RESTRICTIONS ON THE CORNERSTONE INVESTOR +The Cornerstone Investor has agreed that it will not, whether directly or indirectly, at any time +during the period of six months from (and inclusive of) the Listing Date (the ‘‘ Lock-up Period ’’), +dispose of, in any way, any of the Offer Shares or any interest in any company or entity holding such +Offer Shares that it has purchased pursuant to the re levant Cornerstone Investment Agreement, save +for certain limited circumstances, such as transfers to any of its wholly-owned subsidiaries, entities +under the same management or control (as the case maybe) who will be bound by the same +obligations of such Cornerstone Investor, in cluding the Lock-up Period restriction. +CORNERSTONE INVESTOR +–2 2 3– + + +--- page 233 --- +This section presents certain information regarding our share capital prior to and upon the +completion of the Global Offering. +BEFORE THE GLOBAL OFFERING +As of the Latest Practicable Date, the regi stered share capital of our Company was +RMB272,142,819 comprising 272,142,819 Domest ic Shares with a nominal value of RMB1.00 each. +UPON COMPLETION OF THE GLOBAL OFFERING +Immediately upon completion of the Global Off ering, assuming the Over -allotment Option is +not exercised, the share capital of our Company will be as follows: +Description of Shares +Number of +Shares +Approximate +percentage of +the total issued +share capital +(%) +Domestic Shares 1,287,000 0.42 +H Shares to be converted from Domestic Shares (note) 270,855,819 87.83 +H Shares to be issued pursuant to +the Global Offering 36,234,500 11.75 +Total 308,377,319 100.00 +Immediately upon completion of the Global Off ering, assuming the Over -allotment Option is +fully exercised, the share capital of our Company will be as follows: +Description of Shares +Number of +Shares +Approximate +percentage of +the total issued +share capital +(%) +Domestic Shares 1,287,000 0.41 +H Shares to be converted from Domestic Shares (note) 270,855,819 86.31 +H Shares to be issued pursuant to +the Global Offering 41,669,500 13.28 +Total 313,812,319 100.00 +Note: For details of the identities of the Shareholders whos e Domestic Shares will be converted into H Shares upon +Listing, see ‘‘History, Development and Corporate Structure — Capitalization of Our Company’’ in this +prospectus. +SHARE CLASSES +Upon completion of the Global Offering and conversion of 270,855,819 Domestic Shares into +H Shares, our Shares will consist of Domestic Sha res and H Shares. Domestic Shares and H Shares +are ordinary shares in the share capital of our Company. Apart from certain qualified domestic +institutional investors in the PRC, certain qua lified PRC investors under the Shanghai-Hong Kong +Stock Connect and the Shenzhen-Hong Kong Stock Connect, and other persons who are entitled to +hold our H Shares pursuant to relevant PRC laws and regulations or upon approvals of any +competent authorities, H Shares generally cann ot be subscribed by or traded among legal and +natural persons of the PRC. +SHARE CAPITAL +–2 2 4– + + +--- page 234 --- +Domestic Shares and H Shares are regarded as one class of shares under our Articles of +Association, and Domestic Shares and H Shares will rank pari passu with each other in all other +respects and, in particular, will rank equally for all dividends or distributions declared, paid or made +after the date of this prospectus. Other than cash, dividends could also be paid in the form of shares +or a combination of cash and shares. +CONVERSION OF OUR DOMESTIC SHARES INTO H SHARES +All our Domestic Shares are not presently listed or traded on any stock exchange. The holders +of our Domestic Shares may, at their own option, authorize us to apply to the CSRC for conversion +of their respective Domestic Shares to H Shares. After the conversion of Domestic Shares, such +converted Shares may be listed or traded on an overseas stock exchange, provided that such +conversion shall have gone through any requisite internal approval process and complied with the +regulations prescribed by the securities regu latory authorities of the State Council and the +regulations, requirements and procedures prescri bed by the overseas stock exchange(s) and the filing +procedure with the CSRC shall have been complet ed. The listing of such converted Shares on the +Hong Kong Stock Exchange will also require the approval of the Hong Kong Stock Exchange. In +addition, such conversion, trading and listing shall in all respects comply with the regulations +prescribed by the State Council’s securities regulato ry authorities and the regulations, requirements +and procedures prescribed by the relevant overseas stock exchange. +Based on the procedures for the conversion of our Domestic Shares into H Shares as disclosed +in this section, we can apply for the listing of all o r any portion of our Domestic Shares on the Hong +Kong Stock Exchange as H Shares in advance of any proposed conversi on to ensure that the +conversion process can be completed promptly upon notice to the Hong Kong Stock Exchange and +delivery of Shares for entry on the H Share register. As any listing of additional Shares after our +initial listing on the Hong Kong Stock Exchange is ordinarily considered by the Hong Kong Stock +Exchange to be a purely administrative matter, it w ill not require such prior application for listing at +the time of our initial listing in Hong Kong. +Any application for listing of the converted Sh ares on the Hong Kong S tock Exchange after +our initial listing is subject to prior notification by way of announcement to inform Shareholders and +the public of such proposed conversion. +After all the requisite approvals have been obtained, the following procedure will need to be +completed in order to effect the conversion: the relevant Domestic Shares will be withdrawn from the +register of Domestic Shares, and we will re-regis ter such Shares on our H Share register maintained +in Hong Kong and instruct the H Share Registrar to issue H Share certificates. Registration on our +H Share register will be conditional on (a) our H Sh are Registrar lodging with the Hong Kong Stock +Exchange a letter confirming the proper entry of the relevant H Shares on the H Share register of +members and the due dispatch of H Share certificate s; and (b) the admission of the H Shares to trade +on the Hong Kong Stock Exchange in compliance with the Listing Rules, the General Rules of +HKSCC and the HKSCC Operational Procedures in force from time to time. Until the converted +shares are re-registered on our H Share registe r, such Shares would not be listed as H Shares. +TRANSFER OF SHARES ISSUED PRIOR TO LISTING DATE +Pursuant to the PRC Company Law, our Shares issued prior to the Listing shall not be +transferred within one year from the Listing Date. +REGISTRATION OF SHARES NOT LISTED ON THE OVERSEAS STOCK EXCHANGE +According to the Guidelines for the ‘‘Full Circul ation’’ Program for Domestic Unlisted Shares +of H-Share Listed Companies ( 《H股公司境內未上市股份申請‘‘全流通’’業務指引》) announced by the +CSRC, holders of Domestic Shares shall handle sha re transfer registration business in accordance +with the relevant business rules of the China Securities Depository and Clearing Corporation +Limited. Further, H-share compan ies should submit the relevant status reports to the CSRC within +15 days after the transfer registration with th e China Securities Depository and Clearing +Corporation Limited of the Domestic Shares i nvolved in the application is completed. +CIRCUMSTANCES UNDER WHICH A GENERAL MEETING IS REQUIRED +For details of circumstances under which a ge neral meeting of our Company is required, see +Appendix VI to this prospectus. +SHARE CAPITAL +–2 2 5– + + +--- page 235 --- +You should read the following discussion and analysis in conjunction with our audited +consolidated financial information included in the Accountants’ Report in Appendix I to this +prospectus, together with the respective accompanying notes. Our consolidated financial information +has been prepared in accordance with IFRSs. +The following discussion and analysis contain 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. In evaluating our +business, you should carefully consider the information provided in this prospectus, including but not +limited to the sections headed ‘‘Risk Factors’’ and ‘‘Business’’ in this prospectus. +For the purpose of this section, unless the context otherwise requires, references to 2023, 2024 +and 2025 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 +We are the largest provider and exporter of Human TAT in China and a fully integrated +antiserum platform company. During the Track Record Period, our business experienced strong +growth. Our total revenue increased from R MB198.0 million in 2023 to RM B235.4 million in 2025. +Our profit for the year also surged from RMB 55.5 million in 2023 to RMB94.8 million in 2025. +BASIS OF PREPARATION +The historical financial information has been prepared in accordance with International +Financial Reporting Standards (‘‘ IFRSs ’’), which comprise all International Financial Reporting +Standards approved by the International Accounting Standards Board (the ‘‘ IASB ’’). +The historical financial information has been prepared under the historical cost convention. +These financial statements are presented in Renminbi (‘‘ RMB’’) and all values are rounded to the +nearest thousand except when otherwise indicated. +FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS +Our financial performance is influenced b y a range of factors, including macroeconomic +conditions, regulatory developments, market dyna mics, and company-specific strategies. Below, we +outline the key factors shaping our results of operations: +Market Trends and Regulatory Landscape +The Chinese and global human antiserum markets are large with significant growth potential. +According to Frost & Sullivan, the global human an tiserum market increased from US$281.8 million +in 2020 to US$437.6 million in 2025, an d is expected to continue to increase to US$1,399.9 million in +2030 and US$2,860.7 million in 2035. The huma n antiserum market in China increased from +US$50.2 million in 2020 to US$64.2 million in 2025, a nd is expected to continue to increase to +US$190.2 million in 2030 and US$440 .5 million in 2035. See also ‘‘Industry Overview’’ of this +prospectus. +Regulatory policies play a pivotal role in sh aping the competitive landscape. The PRC +government’s focus on improving pharmaceutica l quality standards and promoting innovation, +coupled with the introduction of the VBP scheme , has created opportunities for providers of +essential products with cost advantages. The implementation of the VBP scheme, with our Human +TAT winning the bid, further enhanced Human TAT ’s market awareness and penetration. It also +strengthened our bargaining power with distrib utors, enabling us to reduce expenses related to +market expansion and promotion. By leveraging the broad reach and volume-based pricing of such +scheme, Human TAT has achieved, and is able to furt her achieve, greater visi bility among healthcare +FINANCIAL INFORMATION +–2 2 6– + + +--- page 236 --- +providers and institutions. To capture this opportunity, we are committed to continuous +technological upgrades, main taining rigorous quality control and complying with evolving +regulatory standards positions us favorably to c apture market opportunities and maintain our +competitive edge over the long term. +Product Portfolio and Pipeline Development +Our portfolio forms the foundation of our gro wth strategy. We are the largest Human TAT +provider in China and globally, w ith a market share of 65.8% and 45.8%, respectively, in terms of +sales volume in 2025, according to Frost & Sullivan. O ur existing products include also veterinary +tetanus antitoxin, PMSG and certain hormonal pharmaceutical drugs. In addition, our diversified +pipeline is focused on advancing products in high-growth therapeutic areas and meeting unmet +medical needs to drive future growth. For instan ce, an adequate supply of snake antivenom products +can effectively meet the medical needs of patients in remote areas, who often rely on traditional +treatments such as herbal medicine, which cannot fully address their health and life-saving needs. +While these products offer substantial growth pote ntial, their development and commercialization +require significant investment. We inves ted RMB24.2 million, RMB 13.7 million and RMB23.7 +million in research and development in 2023, 2024 and 2025, respectively, and we expect to incur +increased investment in research and developmen t as we accelerate clinical trials and regulatory +filings. The successful commercialization of o ur pipeline products will depend on achieving +regulatory approval, market acceptance, and competi tive differentiation in terms of safety, efficacy, +and cost-effectiveness. +Operational Efficiency and Cost Management +Our production capabilities and efficiency are k ey drivers of operational performance. We have +strategically leveraged the diverse regional adv antages in China to establish a comprehensive, +multi-regional industry chain. Our equine breed ing and plasma collection base is strategically +located in Zhangye, Gansu, which is suitable for horse breeding and ensures the stable collection of +equine plasma used for production. The biophar maceutical manufacturing facility in Jiangxi, +equipped with advanced technology, serves as the core of our production operations, focusing on the +manufacturing of Human TAT and other antiserum products. This provides a competitive edge in +meeting growing market demand while ma intaining high quality standards. +We employ advanced technologies and streamlined production pr ocesses to optimize efficiency +and control costs. These efforts are further supported by our vertically integrated business model, +which enables us to maintain ownership and control over key resources, such as horses and equine +plasma. By managing these critic al inputs in-house, we significantly reduce reliance on external +suppliers, thereby improving cost efficiency across our entire production chain. While we have +established long-term supplier rel ationships to mitigate price volatility of fodder, fluctuations in +market conditions or supply constraints could potentially impact our margins. The vertically +integrated structure of our operations allows us gre ater stability and control over production costs, +reinforcing our competitive adv antage. Overall, cost of sales/se rvices as a percentage of revenue +amounted to 32.2%, 29.7%, and 23.2% in 2023, 2024 and 2025, respectively. +To further enhance operational efficiency, we continue to invest in process improvements, +capacity expansion, and compliance with international standards, including EU GMP standards. In +addition, the antiserum and biopharmaceutical industries are highly competitive and rapidly +evolving. Our Human TAT competes with both dome stic and international market participants, +while our pipeline products, such as snake antiv enoms and equine rabies immunoglobulin F(ab’) +2, +are designed to address unmet medical needs by pro viding effective treatment options for unserved +markets. To succeed, we must continuously innovate, maintain cost efficiency, and demonstrate +differentiated value in terms of safety, effi cacy, and affordability. Advances in competing +technologies or disruptive innovations could int ensify market competition and impact our growth +trajectory. These initiatives are expected to su pport long-term growth but may result in short-term +cost increases. See also ‘‘Future Plans and Use of Proceeds’’ of this prospectus for more details. +FINANCIAL INFORMATION +–2 2 7– + + +--- page 237 --- +Changes in Fair Value of Biological Assets and Agricultural Produce +In light of the nature of our business, our net profit has been, and we expect will continue to be, +affected by changes in the fair value less costs to sell of biological assets, specifically our horses. +Under IFRS, we are required to recognize such changes under the category ‘‘Gain/(Loss) arising +from changes in fair value less costs to sell of biologi cal assets.’’ This line item reflects the fair value +changes of our biological assets due to variations in their type, quantity, recent transaction price, +stage of plasma collection, disposal prices and costs to dispose. +Fair value of biological assets is measured by referencing local market selling prices or by +examining the implied relationship between the pla sma collection cycle and t he disposal price less +cost to dispose after productive use, depending on whether these horses have been immunized and +are in plasma collection status. Our biological ass ets are valued at the beginning of the Track Record +Period and revalued at each reporting date during the Track Record Period. In 2023, 2024 and 2025, +we recorded loss arising from changes in fair valu e less costs to sell of biological assets of RMB3.0 +million, RMB6.3 million and RMB2.9 million, respectiv ely. In applying these valuation methods, +our independent qualified professional valuer re lied on several assumptions. The fair value of our +horses can be significantly affected by the accurac y of these assumptions. Changes in estimates may +substantially impact the fair value of our horses. The independent qualified professional valuer and +our management team periodically review these assump tions and estimates to identify any significant +changes in the fair value of the horses. For more information on the valuation methods applied to +our horses, please refer to Note 20 of the Accountants’ Report included as Appendix I to this +prospectus. +In addition, our financial performance is al so affected by gain/(loss) arising on initial +recognition of agricultural produ ce at fair value less costs to sell at the point of harvest treatment of +agricultural produce, mainly being equine plasm a. Agricultural produce impacts our consolidated +s t a t e m e n to fp r o f i to rl o s st h r o u g hs e v e r a ls t ages. Under the IFRS, agricultural produce is +recognized as inventories at fair value less costs to sell at the point of harvest. The fair value is +determined based on the market price quoted in t he local area. The resulting gain or loss on the +recognition of such fair value, being the differenc e between (i) the fair value less costs to sell of the +agricultural produce and (ii) the breeding costs in curred and allocated to such produce is recognized +in profit or loss for the year. The gains arising on initial recognition of agricultural produce at fair +value less costs to sell at the point of harvest are recorded due to the difference between the +production cost of equine plasma under the cost approach and its market price at the point of +harvest. +For the portion of agricultural produce subsequently used in the production of Human TAT +products and for which the corresponding Human products are sold, the inventory balance is +recognized in cost of sales at fair value less cost s to sell at the point of harvest. For agricultural +produce that is not sold or used in production during the year, it remains recognized as inventory. At +the end of the year, an inventory allowance is recognized, if necessary to account for any potential +impairment. +MATERIAL ACCOUNTING POLICIES AND CRITICAL JUDGMENTS AND ESTIMATES +Note 4 to the Accountants’ Report as set forth in Appendix I to this prospectus sets forth +certain material accounting policy information, which are important for understanding our financial +conditions and results of operations. +Some of our accounting policies require us to a p p l ye s t i m a t e sa n da s s u m p t i o n sa sw e l la s +complex judgments relating to accounting items. The estimates and assumptions we use and the +judgments we make in applying our accounting polic ies have a significant impact on our financial +position and results of operations. Our management continually evaluates such estimates, +assumptions and judgments based on past experiences and other factors, including industry +practices and expectations of future events that are believed to be reasonable under the +circumstances. There has not been any material deviation between our management’s estimates or +assumptions and actual results, and we have not made any material changes to these estimates or +FINANCIAL INFORMATION +–2 2 8– + + +--- page 238 --- +assumptions during the Track Record Period. We do not expect any material changes in these +estimates and assumptions in the foreseeable future. See also Note 4 and Note 5 to Accountants’ +Report as set forth in Appendix I to this prospectus. +RESULT OF OPERATIONS +The following table sets forth consolidated statement of profit or loss and other comprehensive +income for the years indicated: +Year Ended December 31, +2023 2024 2025 +Results +before +biological +assets and +agricultural +produce +fair value +adjustments +Biological +assets and +agricultural +produce +fair value +adjustments Total +Results +before +biological +assets and +agricultural +produce +fair value +adjustments +Biological +assets and +agricultural +produce +fair value +adjustments Total +Results +before +biological +assets and +agricultural +produce fair +value +adjustments +Biological +assets and +agricultural +produce fair +value +adjustments Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Revenue 198,021 — 198,021 220,755 — 220,755 235,408 — 235,408 +Cost of sales/services (49,027) (14,689)* (63,716) (52,634) (12,981)* (65,615) (41,323) (13,399) (54,722) +Gross profit 148,994 (14,689) 134,305 168,121 (12,981) 155,140 194,085 (13,399) 180,686 +Other income 2,144 — 2,144 3,538 — 3,538 4,580 — 4,580 +Impairment losses under +expected credit loss +model, net of reversal 333 — 333 118 — 118 (2,491) — (2,491) +Other gains and losses 393 — 393 114 — 114 3,664 — 3,664 +Research and development +expenses (24,231) — (24,231) (13,681) — (13,681) (23,700) — (23,700) +Distribution and selling +expenses (33,028) — (33,028) (26,860) — (26,860) (22,345) — (22,345) +Administrative expenses (29,158) — (29,158) (32,346) — (32,346) (31,106) — (31,106) +Finance costs (667) — (667) (2,226) — (2,226) (34) — (34) +Gains arising on initial +recognition of +agricultural produce at +fair value less costs to sell +at the point of harvest — 16,474 16,474 — 17,954 17,954 — 21,277 21,277 +Loss arising from changes in +fair value less costs to sell +of biological assets — (2,971) (2,971) — (6,326) (6,326) — (2,893) (2,893) +Listing expenses — — — (3,660) — (3,660) (18,376) — (18,376) +Profit before tax 64,780 (1,186) 63,594 93,118 (1,353) 91,765 104,277 4,985 109,262 +Income tax expense (8,113) — (8,113) (16,625) — (16,625) (14,468) — (14,468) +Profit for the year 56,667 (1,186) 55,481 76,493 (1,353) 75,140 89,809 4,985 94,794 +Note: +* Primarily includes the effect of agricultural produce fair va lue adjustments, which arise from the difference between the +fair value less costs to sell at the point of harvest of agric ultural produce, such as equine plasma, and the actual costs +incurred and allocated t o it during production. +FINANCIAL INFORMATION +–2 2 9– + + +--- page 239 --- +NON-IFRS MEASURE +We define ‘‘adjusted net profit (a non-IFRS measu re)’’ as profit for the year adjusted for listing +expenses. The listing expenses were incurred rela ted to the Global Offering. We also believe that the +non-IFRS financial measure provides useful information to investors and others in understanding +and evaluating our consolidated results of operati ons and financial positions in the same manner as +our management and in comparing financial results across accounting periods. The non-IFRS +measure should not be considered in isolation or c onstrued as alternatives to their most directly +comparable financial measures prepared in acc ordance with the IFRS. The non-IFRS financial +measure is not defined under the IFRS and are not presented in accordance with the IFRS. The +non-IFRS financial measure has limitations as anal ytical tools. One of the key limitations of using +the non-IFRS financial measure is that it does not reflect all items of income and expense that affect +our operations. Investors are encouraged to compa re the historical non-IFRS measure to the most +directly comparable IFRS measure. The non-IFRS measure presented here may not be comparable +to similarly titled measures presented by other com panies. Other companies may calculate similarly +titled measures differently, limiting their usef ulness as comparative measures to our data. We +encourage investors and others to review our financial information in its entirety and not rely on a +single financial measure. +The following table reconciles our adjusted net p rofit (a non-IFRS measure) to profit for the +year. +Year Ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Profit for the year 55,481 75,140 94,794 +Added back: +Listing expenses — 3,660 18,376 +Adjusted net profit +(a non-IFRS measure) 55,481 78,800 113,170 +DESCRIPTION OF COMPONENTS OF CONSOLIDATED STATEMENTS OF PROFIT OR +LOSS AND OTHER COMPREHENSIVE INCOME +Revenue +During the Track Record Period, we generated revenue from the sale of pharmaceutical and +other products and the provision of technical services. Our total revenue increased from RMB198.0 +million in 2023 to RMB220.8 million in 2024, and fu rther to RMB235.4 million in 2025. This growth +was primarily driven by the increase in revenue fr om the sales of Human TAT, which increased from +RMB184.1 million in 2023 to RMB205.9 million i n 2024, and further to RMB226.8 million in 2025. +Additionally, revenue from other products i ncreased from RMB2.9 million in 2023 to RMB7.5 +million in 2024. Our revenue from other produ cts decreased from RMB7.5 million in 2024 to +RMB3.0 million in 2025, primarily because we gradu ally reduced the scale of sales of veterinary +products sourced from third-party suppliers in anticipation of the market launch of our own +veterinary pharma ceutical products. +We also offer technical servic es for pharmaceutical and biotech companies, including +pharmaceutical testing and inspection, pharmaceu tical R&D, drug safety evaluations, and related +technical services, with revenue from technical services decreas ing from RMB11.1 million in 2023 to +RMB7.4 million in 2024, and further to RMB5.6 million in 2025, primarily due to variations in +service demand. +FINANCIAL INFORMATION +–2 3 0– + + +--- page 240 --- +The following table sets forth a breakdown of our revenue by business segment, in absolute +amount and as a percentage of our total revenue for the years indicated: +Year Ended December 31, +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Sale of pharmaceutical and other products +Human TAT 184,069 93.0 205,901 93.3 226,834 96.4 +Others* 2,888 1.4 7,487 3.4 3,002 1.2 +Subtotal 186,957 94.4 213,388 96.7 229,836 97.6 +Technical service income 11,064 5.6 7,367 3.3 5,572 2.4 +Total 198,021 100.0 220,755 100.0 235,408 100.0 +Note: +* Primarily includes certain veterinary pharmaceuti cal products we sourced from third-party suppliers. +Sale of Pharmaceutical and Other Products +During the Track Record Period, revenue gene rated from sale of pharmaceutical and other +products was primarily derived from the sales o f Human TAT. Human TAT is an antiserum product +containing antibodies to prevent and treat tetanus, an acute infections caused by Clostridium tetani . +It is primarily used for tetanus prophylaxis in high- risk individuals and treatment of patients with +tetanus symptoms. For a detailed description of our Human TAT product, see ‘‘Business — Our +Products and Services — Our Existing Product Portfolio — Human TAT’’ of this prospectus. +During the Track Record Period, we also gener ated revenue from sales of other products, +mainly certain veterinary pharmaceutical products sourced from third-party suppliers. In 2023, 2024 +and 2025, revenue from the sales of other prod ucts amounted to RMB2.9 million, RMB7.5 million +and RMB3.0 million, respectively, accounting for 1.5%, 3.4% and 1.3% of our total revenue, +respectively. +Sales of Human TAT +Domestic sales (‘‘ Domestic Sales ’’) refer to sales to domestic distributors who subsequently +distribute our products to hospitals and other medical institutions in China. In addition to domestic +sales, we sell products to domestic distributors for export sales (‘‘ Indirect Export Sales ’’) and directly +export products to overseas distributors (‘‘ Direct Export Sales ’’, together with Indirect Export Sales, +‘‘Export Sales ’’). For Export Sales, our distributors are generally responsible for managing customs +clearance procedures in the target importing countries. The following table sets forth a breakdown of +our revenue from sale of Human TAT by geographical markets for the years indicated. +Year Ended December 31, +2023 2024 2025 +Revenue +Sales +volume (1) +Average +selling price Revenue +Sales +volume (1) +Average +selling price Revenue +Sales +volume (1) +Average +selling price +RMB’000 Units ’000 RMB/Unit RMB’000 Units ’000 RMB/Unit RMB’000 Unit’000 RMB/Unit +Domestic Sales 134,951 13,218 10.2 161,912 13,209 12.3 165,419 13,500 12.3 +Export Sales +Indirect Export Sales 46,099 13,155 3.5 35,966 9,836 3.7 48,981 13,139 3.7 +Direct Export Sales 3,019 848 3.6 8,023 2,406 3.3 12,434 3,235 3.8 +Export Sales, Subtotal/ +Sub-average 49,118 14,003 3.5 43,989 12,242 3.6 61,415 16,374 3.8 +Total 184,069 27,221 N/M +(2) 205,901 25,451 N/M (2) 226,834 29,874 N/M (2) +Notes: +(1) Unless stated otherwise, sales volumes of Human TAT wit h different specifications are calculated based on the +assumption that one unit contains 1,500 IU of active ingredient of antitoxin. +(2) The average selling price of Human TAT, when considerin g both Domestic Sales and Export Sales, is not meaningful +because it is merely a weighted average of total revenue and total sales volume of Human TAT. +FINANCIAL INFORMATION +–2 3 1– + + +--- page 241 --- +During the Track Record Period, our revenue w as predominantly generated from Domestic +Sales of Human TAT. Domestic Sales formed the cornerstone of our busi ness. The revenue from +Domestic Sales amounted to RMB135.0 million, RMB161.9 million and RMB165.4 million in 2023, +2024 and 2025, respectively, accounting for 73. 3%, 78.6% and 72.9% of our total revenue from +Human TAT for the respective yea rs. Average selling price of our Human TAT for Domestic Sales +increased from RMB10.2 per unit in 2023 to RMB12.3 per unit in 2024, primarily due to our +established distribution network , product competitiveness and customer recognition. Our successful +bid under the VBP scheme has also enabled us to negotiate more favorable pricing terms with +distributors allowing us to achi eve higher average selling prices. In 2025, our revenue, sales volume +and average selling prices for Domestic Sales remained relatively stable. +In addition to Domestic Sales, we also generated revenue from Export Sales. Revenue from +Indirect Export Sales amounted to RMB46.1 million, RMB36.0 million, and RMB49.0 million in +2023, 2024 and 2025, respectively, accounting for 25.0%, 17.5% and 21.6% of our total revenue +from Human TAT for the respective periods. Revenue from Direct Export Sales amounted to +RMB3.0 million, RMB8.0 million and RMB12.4 millio n in 2023, 2024 and 2025, respectively, +accounting for 1.6%, 3.9% and 5.5% of our tota l revenue from Human TAT for the respective +periods. +In 2024, we participated in international exhibit ions and promotional events, and proactively +established direct and long-term relationships w ith overseas distributors. Specifically, our direct +exports to the Democratic Republic of the Congo in creased from 500 thousand units in 2023 to 1,518 +thousand units in 2024, significantly increasing sales volume for Direct Export Sales. Our sales +volume for Indirect Export Sales decreased in 2024 due to a significant increase in international +shipping costs mainly due to changes in trade polic ies and tariffs, geopolitical tensions, and energy +price fluctuations, which prompted many distributors to adopt a wait-and-see approach and delayed +their purchases. Changes in trade policies and ta riffs may raise the cost of importing materials or +exporting products and disrupt global supply chains by reducing shipping capacity or forcing +carriers to reroute. Unlike Indirect Export Sales, where goods are sold to domestic distributors who +then sell to overseas customers, our Direct Export S ales eliminate intermediate steps to sell goods to +overseas distributors. As a result, overseas dist ributors are more able to absorb fluctuations in +shipping costs. +Our revenue from Export Sales increased fro m RMB44.0 million in 2024 to RMB61.4 million in +2025, primarily due to an increase in our sales in P hilippines and Egypt. In particular, the local +distributor established a sale s and promotion team for Human T AT in the Philippines to conduct +in-depth market promotion and purchased sever al cold-chain transpor t vehicles to achieve +nationwide distribution, which drove revenue growth for both Indirect Export Sales and Direct +Export Sales in the Philippines. +During the Track Record Period, we also gener ated revenue from sales of other products, +mainly certain veterinary pharmaceutical product s we sourced from third-party suppliers. In 2023, +2024 and 2025, revenue from the sales of oth er products amounted to RMB2.9 million, RMB7.5 +million and RMB3.0 million, respectively. +FINANCIAL INFORMATION +–2 3 2– + + +--- page 242 --- +Sales Volume and Average Selling Price, Human TAT +During the Track Record Period, the sales volume and average selling price of Human TAT +from Domestic Sales were influenced by factors such as regulatory and policy support, including the +VBP scheme securing a stable baseline demand; increasing public awareness and adoption driven by +healthcare education on tetanus prevention; and st rategic market expansion through strengthened +distribution networ ks and partnerships: +. Regulatory and policy support : Government initiatives aimed at enhancing emergency +medical reserves and standardizing post-injury prophylaxis protocols have significantly +bolstered demand for Human TAT. In particul ar, the implementation of the VBP scheme +by healthcare authorities has had a notabl e impact on both sales volumes and pricing +dynamics. On one hand, the VBP scheme has est ablished a stable baseline for sales volume +of our Human TAT products, as hospitals and healthcare institutions agree to procure +specified quantities under centralized agreem e n t s .T h i sb a s e l i n ed e m a n dp r o v i d e su sw i t h +a reliable customer base, enabling more effici ent production planning, optimized resource +allocation, and streamlined distribution logi stics. As a result, we are better positioned to +meet market needs while maintaining opera tional efficiency. On the other hand, the +pricing dynamic under the VBP scheme has posi tively impacted pricing with distributors +of Human TAT. The scheme enhanced our barga ining power with distributors, allowing +us to achieve higher selling prices to distrib utors. Meanwhile, the terminal price of Human +TAT remained relatively stable following th e implementation of the VBP scheme. Average +selling price of our Human TAT for Domestic Sales increased from RMB10.2 per unit in +2023 to RMB12.3 per unit in 2024, following the inclusion of Human TAT in the VBP +scheme. +. Healthcare demand dynamics : Increasing public awareness about tetanus prevention and +treatment contributed to higher adoption of Human TAT. Healthcare providers in urban +and rural areas strengthened their efforts to educate communities on tetanus risks and the +importance of timely prevention after injur y. These educational efforts encouraged +healthcare professionals and patients to increasingly use Human TAT in clinical and +preventive settings. In addition, due to its classification as a Part A drug under the NRDL +since May 2000, patients purchasing Human TAT can receive full reimbursement under +the medical insurance program, which cont inuously supports the accessibility of our +Human TAT. Sales volume of Domestic Sales i ncreased in 2023, as economic activities +resumed and healthcare systems rebuilt em ergency medical reserves following the +post-pandemic recovery. We also implemented competitive pricing strategies in 2023 +aimed at capturing greater market sha re and ensuring broader accessibility. +. Strategic market expansion : Expanded and strengthened distribution networks helped +more healthcare providers and institutio ns access Human TAT across China. We also +established closer collaborations and partn erships with healthcare institutions and +distributors. These efforts made Human TAT more widely available, especially in +emerging regions in China with growing m edical needs and improved healthcare +infrastructure. +For Export Sales, the sales volume of Human TAT was primarily driven by market demand. In +underserved countries/re gions, the increasing awareness of tetanus prevention, coupled with the +expansion of healthcare infrastructure. The ave rage selling price of Human TAT in overseas markets +was also market-driven, and influenced by factors including local purchasing power, competitive +dynamics, and regional healthcare policies. +FINANCIAL INFORMATION +–2 3 3– + + +--- page 243 --- +Technical Service Income +We generated a portion of our revenue through technical services provided by our subsidiary, +Hainan Pharmaceutical Research Institute. Haina n Pharmaceutical Research Institute primarily +serves pharmaceutical and biotech companies i n China. Its service offerings mainly include +pharmaceutical testing and inspection, pharmaceu tical R&D, drug safety evaluations, and related +technical services. See ‘‘Business — Our Product s and Services — Our Technical Services’’ of this +prospectus for more details. During the Track Record Period, the fluctuations in revenue from this +business segment were primarily driven by variations in service demand. +Cost of Sales/Services +Our cost of sales/services primarily consisted of overheads, cost of raw material, and direct +labor costs. We also recorded inventory allowanc e under cost of sales/se rvices during the Track +Record Period. +The following table sets forth a breakdown of our cost of sales by nature, in absolute amounts +and as a percentage of total cost o f sales, for the years indicated: +Year Ended December 31, +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Overheads 22,491 35.3 17,833 27.2 19,657 35.9 +Cost of raw material 14,286 22.4 12,562 19.1 11,279 20.6 +Direct labor cost 8,914 14.0 5,712 8.7 8,156 14.9 +Inventory allowance 3,335 5.2 16,526 25.2 2,231 4.1 +Others* 14,690 23.1 12,982 19.8 13,399 24.5 +Total 63,716 100.0 65,615 100.0 54,722 100.0 +Note: +* Primarily includes the effect of agricultural produce fair va lue adjustments, which arise from the difference between the +fair value less costs to sell at the point of harvest of agric ultural produce, such as equine plasma, and the actual costs +incurred and allocated t o it during production. +The following sensitivity analysis illustrates t he effects of hypothetical fluctuations in our +average cost of raw material on our profit before i ncome tax for the periods indicated, assuming all +other factors affecting our prof itability had remained unchanged. +Year Ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Change in average cost of raw material ++/–5% –/+714 –/+628 –/+564 ++/–10% –/+1,429 –/+1,256 –/+1,128 ++/–15% –/+2,143 –/+1,884 –/+1,692 ++/–20% –/+2,857 –/+2,512 –/+2,256 +Overheads primarily consisted of utility costs, t ransportation expenses, VAT and maintenance +expenses for production equipment. The fluctuation in overheads during the Track Record Period +was primarily driven by changes in sales volume, w hich impacted production scale and operational +adjustments. +Cost of raw material primarily consisted of raw material costs related to the production of +Human TAT. The fluctuation in cost of raw mate rial was primarily driven by changes in sales +volume, which directly impacted production dem and as well as the titer of horse plasma used for +production. Additionally, benefiting from our vert ically integrated model, key biological materials +for production such as immunized horse plasma ar e primarily internally sourced from our own +biological assets rather than externally purc hased. Horses may develo p immune tolerance after +repeated immunizations, requiring us to partia lly renew our herd each year to maintain a high +FINANCIAL INFORMATION +–2 3 4– + + +--- page 244 --- +immunization success rate and consistent horse plasma antibody titer level. However, the process of +quarantining, inspecting, and immunizing new horses takes time, meaning that plasma collected +from horses purchased in a given year is often proces sed for production in the following year. During +the COVID-19 pandemic in 2022, we faced tempo rary challenges in procuring new horses and +renewing the herd. As a result, both the immunizat ion success rate and plasma antibody titer level +used for the production were relatively low in 2023, l eading to relatively high costs of raw materials +in relation to horse plasma. +Direct labor costs represented salaries, bon uses and welfare benefits for manufacturing +personnel. +Inventory allowance primarily re lates to pregnant horse plasma, the key material planned to be +used for production of PMSG. Inventory allowanc ei sm a d eb a s e do nt h ed i f f e r e n c eb e t w e e ni t s +carrying amount and the prevailin g market price. We suspended the production of PMSG since the +beginning of 2021 and our veterinary drug man ufacturing facility in Chifeng has been under +construction and renovation for technological upgrades and process improvements. As a result, a +significant amount of pregnant horse plasma wa s kept in inventory and w as not utilized during the +Track Record Period and the carrying value of such self-owned pregnant mare plasma inventory was +written down to reflect its lower market value year by year during the Track Record Period. +Gross Profit and Gross Profit Margin +Our gross profit represents our revenue less our cost of sales/services, and our gross profit +margin represents our gross profit as a percentage of our revenue. Our gross profit amounted to +RMB134.3 million, RMB155.1 million and RMB180.7 mi llion in 2023, 2024 and 2025, respectively, +while our gross profit margin amounted to 67.8 %, 70.3% and 76.8% during the same period, +respectively. During the Track Record Period, we primarily derived gross profit from sales of +Human TAT, which amounted to RMB134.4 million, RMB163.2 million and RMB178.9 million in +2023, 2024 and 2025, respectively. +Gross Profit and Gross Profit Margin by Business Segment +The following table sets forth a breakdown of ou r gross profit/(loss) and gross profit/(loss) +margin by business segment for the years indicated: +Year Ended December 31, +2023 2024 2025 +Gross +profit/(loss) +Gross +profit/(loss) +margin +Gross +profit/(loss) +Gross +profit/(loss) +margin +Gross +profit/(loss) +Gross +profit/(loss) +margin +RMB’000 % RMB’000 % RMB’000 % +Sales of Human TAT +Domestic Sales 110,351 81.8 136,450 84.3 145,674 88.1 +Export Sales 24,081 49.0 26,758 60.8 33,256 54.1 +Subtotal/Sub-average, sales of Human TAT 134,432 73.0 163,208 79.3 178,930 78.9 +Other products * (1,993) (69.0) (9,537) (127.4) 863 28.7 +Subtotal/Sub-average, sales of +pharmaceutical and other products 132,439 70.8 153,671 72.0 179,793 78.2 +Technical services 1,866 16.9 1,469 19.9 893 16.0 +Total/Average 134,305 67.8 155,140 70.3 180,686 76.8 +Note: +* Primarily includes certain veterinary pharmaceuti cal products we sourced from third-party suppliers. +During the Track Record Period, our gross profi t increased significantly, which were in line +with our revenue growth. +FINANCIAL INFORMATION +–2 3 5– + + +--- page 245 --- +Our gross profit for sales of Human TAT amou nted to RMB134.4 million, RMB163.2 million, +and RMB178.9 million in 2023, 2024 and 2025, respectively. Our gross profit margin for sales of +Human TAT was 73.0%, 79.3% and 78.9% for the same period, respectively. +Gross profit from Domestic Sales of Human TAT increased from RMB110.4 million in 2023 to +RMB136.5 million in 2024, and further to RMB145.7 million in 2025. This growth was primarily +driven by changes in average selling price of Hu man TAT. Average selling price of our Human TAT +for Domestic Sales increased from RMB10.2 per u nit in 2023 to RMB12.3 per unit in 2024, following +the implementation of VBP schemes, as the VBP sc hemes provided a higher degree of transparency +and certainty in sales volumes and the pricing d ynamic under the VBP schemes have positively +impacted our product pricing. Specifically, as our Human TAT was selected as the exclusive winner +with an allocated share of 100% or won the top bid with an allocated share of 72% in the centralized +VBP schemes led by certain provinces and cities, the role of our distributors was primarily logistical, +focusing on delivering products according to the orders placed by public hospitals. Consequently, +our distributors do not need to devote a lot of resources and efforts to promote our products, +enhancing our bargaining power with distributor s and allowing us to achieve higher average selling +prices. Average selling price of our Human TAT rem ained relatively stable at RMB12.3 per unit in +2025. Gross profit margin for Domestic Sales increased from 81.8% in 2023 to 84.3% in 2024, +primarily due to the increase in average selling price of Human TAT for Domestic Sales, as well as +lower cost of horse plasma driven by the recovery i n the antibody titer level of horse plasma used for +production in 2024. Our gross profit margin for Domestic Sales increased to 88.1% in 2025, which +was mainly attributable to the sale of inventory produced in the prior year with lower unit +production costs. In preparation for the launch of new packaging, a portion of Human TAT with old +packaging intended for sale prior to the launch in 2025 was produced in advance at the end of 2024, +which resulted in a higher total production volume in 2024. The higher production volume of Human +TAT in 2024 led to lower unit production costs of su ch inventory, while the antibody titer level also +improved in 2024. As a result, Domestic Sales i n 2025 were mainly derived from lower-cost +inventory, contributing to the increase in gross profit margin. +Gross profit from Export Sales increased f rom RMB24.1 million in 2023 to RMB26.8 million in +2024, and further to RMB33.3 million in 2025. The gro ss profit margin for Export Sales increased +from 49.0% in 2023 to 60.8% in 2024, primarily due to the fluctuation in cost of sales as a result of +the fluctuation of the cost in relation to horse plasma used for production in the respective year. Our +gross profit margin for Export Sales decreased to 54.1% in 2025, primarily due to higher unit +production costs of the inventory sold. In preparation for the launch of new packaging, a portion of +Human TAT with old packaging intended for sal ep r i o rt ot h el a u n c hi n2 0 2 5w a sp r o d u c e di n +advance at the end of 2024, which resulted in a decr ease in total production volume in 2025. Export +Sales in 2025 were mainly generated from inventory produced in 2025, which had higher unit +production costs resulting from the lower production volume, thereby contributing to the decrease in +gross profit margin. +Our gross loss for sales of other products a mounted to RMB2.0 million and RMB9.5 million in +2023 and 2024, respectively, with gross loss margins of 69.0% and 127.4%, respectively which were +primarily due to inventory allowance recognize d. We recorded a gross profit of RMB0.9 million in +2025, with a gross profit margin of 28.7%, primar ily attributable to a decrease in our inventory +allowance as the market value of pregnant horse plasma increased in 2025. +FINANCIAL INFORMATION +–2 3 6– + + +--- page 246 --- +Our gross profit for technical services amounted to RMB1.9 million, RMB1.5 million and +RMB0.9 million in 2023, 2024 and 2025, respectively. Our gross profit margin for technical services +was 16.9%, 19.9% and 16.0% in 2023, 2024 and 2025, respectively. The fluctuation in gross profit +margin for our technical services primarily depe nds on the composition and mix of services procured +by customers. In general, services such as safety evaluation and specialized animal testing have +relatively higher gross margins due to their technical complexity, higher value-added nature and +fewer direct variable costs. In contrast, other r outine or standardized services typically generate +lower gross margins. +Other Income +Our other income primarily consisted of governm ent grants, bank interest income and rental +income. Our government grants represented incentive subsidies granted by local government +authorities to support our operating activities, which had no unfulfilled conditions and were +recognized when received or became receivable. +The following table sets forth a breakdown of our other income for the years indicated: +Year Ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Incentive subsidies 1,065 2,162 3,792 +Bank interest income 283 311 172 +Rental income 796 1,065 616 +Total 2,144 3,538 4,580 +Impairment Losses Under Expected Credit Loss Model, Net of Reversal +Impairment losses under expected credit loss mo del, net of reversal primarily consisted of +impairment losses recognized/(reversed) on trade r eceivables and other receivables under expected +credit loss model. We recognized net reversal of impairment losses of trade and other receivables of +RMB0.3 million and RMB0.1 million in 2023 and 2024, re spectively, and net impairment losses of +trade and other receivables of RMB2.5 million in 2 025. See Note 10 to the Accountants’ Report as +set forth in Appendix I to this prospectus for details. +Other Gains and Losses +Our other gains and losses primarily consisted o f gain on disposal of a subsidiary, gain or loss +on disposal of property, plant, and equipment, gain on early termination of lease agreements, and +fair value gain of financial assets at FVTPL. Se e Note 8 to the Accountants’ Report as set forth in +Appendix I to this prospectus for details. +Research and Development Expenses +Our research and development expenses prima rily consisted of the following components: +employee compensation, which include salaries, bonuses and employee benefits paid to our R&D +personnel, reflecting the direct costs of maintaining our in-house research and development team; +contracted R&D costs, representing expenses in curred for engaging CROs and other third-party +service providers to conduct research and develo pment activities on our behalf; raw material and +other direct costs, encompassing the cost of material, consumables and other supplies directly used +FINANCIAL INFORMATION +–2 3 7– + + +--- page 247 --- +in our R&D processes; and depreciation and amortization, referring to the allocation of cost for +facilities, machinery and equipment. The following table sets forth a breakdown of our research and +development expenses for the years indicated: +Year Ended December 31, +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Employee compensation 5,950 24.6 5,360 39.2 6,419 27.1 +Contracted R&D cost 11,929 49.2 3,599 26.3 12,948 54.6 +Raw material and other direct costs 3,712 15.3 1,988 14.5 1,715 7.2 +Depreciation and amortization 1,968 8.1 1,818 13.3 1,992 8.4 +Others* 672 2.8 916 6.7 626 2.7 +Total 24,231 100.0 13,681 100.0 23,700 100.0 +Note: +* Primarily includes office expenses and intangible asset amortization. +Distribution and Selling Expenses +Our distribution and selling expenses primarily consisted of promotion expenses and employee +compensation, representing salaries, bonuses, and benefits paid to sales and marketing employees. +The following table sets forth a breakdown of ou r distribution and selling expenses for the years +indicated: +Year Ended December 31, +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Promotion expenses 25,916 78.5 19,367 72.1 13,491 60.4 +Employee compensation 4,720 14.3 5,235 19.5 5,578 25.0 +Other* 2,392 7.2 2,258 8.4 3,276 14.6 +Total 33,028 100.0 26,860 100.0 22,345 100.0 +Note: +* Primarily includes travel expenses, office expe nses, exhibition fees and advertising expenses. +Administrative Expenses +Our administrative expenses primarily consiste d of employee compensation, depreciation and +amortization, and professional service fee. The following table sets forth a breakdown of our +administrative expenses f or the years indicated: +Year Ended December 31, +2023 2024 2025 +RMB’000 % RMB’000 % RMB’000 % +Employee compensation 13,771 47.2 13,781 42.6 13,431 43.2 +Depreciation and amortization 6,667 22.9 6,543 20.2 7,453 24.0 +Professional service fee 2,644 9.1 4,946 15.3 1,407 4.5 +Other* 6,076 20.8 7,076 21.9 8,815 28.3 +Total 29,158 100.0 32,346 100.0 31,106 100.0 +Note: +* Primarily includes donations, travel expenses in relation to a dministrative staffs as well as rental and utilities expenses +in relation to our offices. +Mainly comprised salaries, bonuses, and benefit s for our administrative staff. Depreciation and +amortization expenses, primarily related to pro perty, equipment, and other assets for office and +other administrative functions, constituted a sig nificant portion of our administrative expenses. +Professional service fee primarily consists of pa yments made to external professional service +providers, including legal adviso rs, auditors, consultants, and tec hnical experts in connection with +the previous application for listing of the Shares on the NEEQ and in the ordinary course of our +business. +FINANCIAL INFORMATION +–2 3 8– + + +--- page 248 --- +Finance Costs +Our finance costs primarily cons isted of interests on lease liabilities, bank borrowings and loan +from a related party. In 2023, 2024 and 2025, our finance costs amounted to RMB0.7 million, +RMB2.2 million and RMB34 thousand, respectively . See Note 9 to the Accountants’ Report as set +forth in Appendix I to this prospectus for details. See ‘‘— Related Party Transactions’’ of this section +for more details about our loan from a related party. +Gains Arising on Initial Recognition of Agricultural Produce at Fair Value Less Costs to Sell at the +Point of Harvest +Gains arising on initial recognition of agricultural produce at fair value less costs to sell at the +point of harvest represent the difference between the fair value less costs to sell at the point of +harvest and the breeding costs allocated to the production of immunized equine plasma. Gains +arising on initial recognition of agricultural pro duce at fair value less costs to sell at the point of +harvest amounted to RMB16.5 million, RMB18.0 million and RMB2 1.3 million in 2023, 2024 and +2025, respectively. +Loss Arising from Changes in Fair Value Less Costs to Sell of Biological Assets +Losses arising from changes in fair value less co sts to sell of biological assets represent the +periodic remeasurement of the fair value of our biol ogical assets, primarily related to the valuation +adjustments for horses. Losses aris ing from changes in fair value less costs to sell of biological assets +amounted to RMB3.0 million, RMB6.3 millio n and RMB2.9 million in 2023, 2024 and 2025, +respectively. See also ‘‘— Discussion of Selected Items from Consolidated Statements of Financial +Position — Assets — Biological Assets’’ of this section. +Listing expenses +Listing expenses represents e xpenses associated with our Listing and the Global Offering. +Listing expenses amounted to nil, RMB3.7 millio n and RMB18.4 million in 2023, 2024 and 2025, +respectively. We began the preparation of the Listing and Global Offering in 2024. +Income Tax Expense +We are subject to income tax on an entity bas is on profits arising in or derived from the +jurisdictions in which members of our Group are domiciled and operate. Our Company obtained a +High and New Technology Enterprise certificate and was subject to a preferential EIT rate of 15% +during the Track Record Period. This qualific ation is subject to review by the relevant tax +authorities in the PRC for every three years. +In 2023, 2024 and 2025, our income tax expe nses amounted to RMB8.1 million, RMB16.6 +million, and RMB14.5 million, re spectively. Our effective tax rates were 12.8%, 18.1% and 13.2% in +2023, 2024 and 2025, respectively. During the Track Record Period and up to the Latest Practicable +Date, we had fulfilled all our tax obligations an d had no disputes or unresolved tax issues with +relevant tax authorities. +REVIEW OF HISTORICAL RE S U L T SO FO P E R A T I O N S +Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 +Revenue +Our revenue increased fro m RMB220.8 million in 2024 to R MB235.4 million in 2025. Such +increase was primarily attributable to the i ncrease in revenue from sales of Human TAT. +Sale of Pharmaceutical and Other Products +Human TAT +Revenue from the sales of Human TAT inc reased from RMB205.9 million in 2024 to +RMB226.8 million in 2025, primarily driven by the increase in revenue from Export Sales. +FINANCIAL INFORMATION +–2 3 9– + + +--- page 249 --- +In terms of Domestic Sales, sales volume rema ined relatively stable at 13.2 million in 2024 and +13.5 million in 2025, and the average selling price rema ined relatively stable at RMB12.3 per unit in +2024 and 2025. +In terms of Export Sales, sales volume increased from 12.2 million units in 2024 to 16.4 million +units in 2025, while the average selling price incr eased from RMB3.6 per unit in 2024 to RMB3.8 per +unit in 2025. The increase in sales volume of Huma n TAT for Export Sales in 2025 was primarily due +to the increase in the sales in Philippines and Egypt. In particular, the local distributors established a +sales and promotion team for Human TAT in the Ph ilippines to conduct in-d epth market promotion +and purchased several cold-chain transport vehicl es to achieve nationwide distribution, which drove +revenue growth for both Indirect Export Sales and Direct Export Sales in the Philippines. +Other Products +Revenue from the sales of other products d ecreased from RMB7.5 million in 2024 to RMB3.0 +million in 2025, primarily because we gradually redu ced the scale of sales of veterinary products +sourced from third-party suppliers in anticipation of the market launch of our own veterinary +pharmaceutical products. +Technical Service Income +Revenue from technical serv ices decreased from RMB7.4 million in 2024 to RMB5.6 million in +2025. +Cost of Sales/Services +Our cost of sales/services decreased from RMB65.6 million in 2024 to RMB54.7 million in +2025, primarily due to a decrease of RMB14.3 million in inventory allowance as the market value of +pregnant horse plasma increased in 2025. +Gross Profit and Gross Profit Margin +As a result of the changes in our revenue and cost of sales described above, our gross profit +increased from RMB155.1 million in 2024 to RMB 180.7 million in 2025. The gross profit margin +slightly increased from 70.3% in 2024 to 76.8% in 2025. +Sale of Pharmaceutical and Other Products +Human TAT +Gross profit for Human TAT increased fro m RMB163.2 million in 2024 to RMB178.9 million +in 2025. The gross profit margin remained relati vely stable at 79.3% in 2024 and 78.9% in 2025. +In terms of Domestic Sales, gross profit for Human TAT increased from RMB136.5 million in +2024 to RMB145.7 million in 2025, with the gross pr ofit margin increasing from 84.3% in 2024 to +88.1% in 2025. Such increase was mainly attributable to the sale of inventory produced in the prior +year with lower unit production costs. In preparation for the launch of new packaging, a portion of +Human TAT with old packaging intended for sal ep r i o rt ot h el a u n c hi n2 0 2 5w a sp r o d u c e di n +advance at the end of 2024, which resulted in a hig her total production volume in 2024. The higher +production volume of Human TAT in 2024 led to low er unit production costs of such inventory, +while the antibody titer level als o improved in 2024. As a result, Domestic Sales in 2025 were mainly +derived from lower-cost inventory, contributing to the increase in gross profit margin. +In terms of Export Sales, gross profit for Human TAT increased from RMB26.8 million in 2024 +to RMB33.3 million in 2025, while the gross profit margin decreased from 60.8% in 2024 to 54.1% in +2025. The decrease in gross profit margin was pr imarily due to higher unit production costs of the +inventory sold. In preparation for the launch of new packaging, a portion of Human TAT with old +packaging intended for sale prior to the launch in 2025 was produced in advance at the end of 2024, +which resulted in a decrease in total productio n volume in 2025. Export Sales in 2025 were mainly +generated from inventory produced in 2025, which h ad higher unit production costs resulting from +the lower production volume, thereby contributing to the decrease in gross profit margin. +FINANCIAL INFORMATION +–2 4 0– + + +--- page 250 --- +Other Products +We recorded a gross loss for other products of RMB9.5 million in 2024 with a gross loss margin +of 127.4%, and a gross profit of RMB0.9 million in 2025 with a gross profit margin of 28.7%. The +changes were mainly attributable to the lower inventory allowance recognized as the market value of +pregnant horse plasma increased in 2025. +Technical service income +Gross profit for technical services decreas ed from RMB1.5 million in 2024 to RMB0.9 million +in 2025. The gross profit margin changed from 19.9% in 2024 to 16.0% in 2025. This fluctuation was +primarily related to the chan ges in market condition. +Other Income +Other income increased from RMB3.5 million in 2024 to RMB4.6 million in 2025, mainly due +to the increase in incentive subsidies of RMB1. 6 million, partially offset by a decrease of RMB0.4 +million in rental income. +Impairment Losses Under Expected Credit Loss Model, Net of Reversal +We recorded a reversal net of impairment los so nt r a d ea n do t h e rr e c e i v a b l e so fR M B 0 . 1 +million in 2024 and net impairment loss on trade an d bills receivables of RMB2.5 million in 2025. +Such increase was primarily caused by the incre ase in our trade and bills receivables in 2025. +Other Gains and Losses +Our other gains and losses increased from RM B0.1 million in 2024 to RMB3.7 million in 2025, +mainly due to our gain on disposal of a subsidiary of RMB3.8 million in 2025. +Research and Development Expenses +Our research and development expenses inc reased from RMB13.7 million in 2024 to RMB23.7 +million in 2025, primarily due to an increase in co ntracted R&D costs mainly in relation to the +clinical trials of our agkistrodon halys antiv enom and agkistrodon acutus antivenom in 2025. +Distribution and Selling Expenses +Our distribution and selling expenses decr eased from RMB26.9 million in 2024 to RMB22.3 +million in 2025, mainly due to a decrease in promotion expenses of RMB5.9 million. In 2025, +promotion activities in certain sales areas were conducted by our in-house team, resulting in a +decrease in our promotion expenses. +Administrative Expenses +Our administrative expenses remained rel atively stable at RMB32.3 million in 2024 and +RMB31.1 million in 2025. +Listing Expenses +Our listing expenses increased from RMB3.7 million in 2024 to RMB18.4 million in 2025. +Gains Arising on Initial Recognition of Agricultu ral Produce at Fair Value Less Costs to Sell at the +Point of Harvest +Gains arising on initial recognition of agricultural produce at fair value less costs to sell at the +point of harvest increased from RMB18.0 millio n in 2024 to RMB 21.3 million in 2025, which was in +turn due to higher selling prices, which resulted in in creased fair value of the agricultural produce at +the point of harvest. +Loss Arising from Changes in Fair Value Less Costs to Sell of Biological Assets +Loss arising from changes in fair value less cos ts to sell of biological assets decreased from +RMB6.3 million in 2024 to RMB2.9 million in 2025. Th is decrease was primarily due to a decrease in +the number of horses in 2025. +FINANCIAL INFORMATION +–2 4 1– + + +--- page 251 --- +Income Tax Expense +Our income tax expense decreased from RM B16.6 million in 2024 to RMB14.5 million in 2025, +mainly due to the occurrence of Listing expenses in 2025. +Profit for the Year +As a result of the foregoing, our profit for the year increased from RMB75.1 million in 2024 to +RMB94.8 million in 2025. +Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 +Revenue +Our revenue increased fro m RMB198.0 million in 2023 to R MB220.8 million in 2024. Such +increase was primarily attributable to the i ncrease in revenue from sales of Human TAT. +Sale of Pharmaceutical and Other Products +Human TAT +Revenue from the sales of Human TAT inc reased from RMB184.1 million in 2023 to +RMB205.9 million in 2024, primarily driven by the i ncrease in revenue from Domestic Sales. +In terms of Domestic Sales, sales volume remained stable at approximately 13.2 million units in +2023 and 2024, while the average selling price increased from R MB10.2 per unit in 2023 to RMB12.3 +per unit in 2024. The increase in t he average selling price was mainly supported by improved pricing +power due to our established distribution net work, product competitiveness and customer +recognition. Our successful bid under the VBP s cheme has also enabled us to negotiate more +favorable pricing terms with distributors. +In terms of Export Sales, sales volume decrea sed from 14.0 million units in 2023 to 12.2 million +units in 2024, while the average se lling price remained relatively stable at RMB3.5 per unit in 2023 +and RMB3.6 per unit in 2024, respectively. The decrease in sales volume of Human TAT for Export +Sales in 2024 was primarily due to the fluctuat ion in supply and demand dynamic in the overseas +markets. In 2024, international shipping costs inc reased significantly. Such increase prompted many +distributors to adopt a wait-and-see approach an dd e l a y e dt h e i rp u r c h a s e s ,w h i c hl e dt oad e c l i n ei n +sales volume for Export Sales. +Other Products +Revenue from the sales of other products in creased from RMB2.9 million in 2023 to RMB7.5 +million in 2024, primarily due to the increased sales volumes across multiple product categories. +Technical Service Income +Revenue from technical services decreased f rom RMB11.1 million in 2023 to RMB7.4 million in +2024, primarily due to variations in demand from key customers at different stages of their product +development cycle. +Cost of Sales/Services +Our cost of sales/services increased from RM B63.7 million in 2023 to RMB65.6 million in 2024, +primarily due to a significant increase in the in ventory allowance, which increased from RMB3.3 +million in 2023 to RMB16.5 million in 2024. This increas e was largely attributable to the inventory +allowance for pregnant mare plasma. As we did not s ell self-produced PMSG in 2024, therefore, the +carrying value of pregnant mare plasma inventory w as written down to reflect its lower market value +in 2024. The increase in cost of sales/services was partially offset by the decrease in other cost +categories, which was in line with the decrease in sales volume of our Human TAT in 2024. +FINANCIAL INFORMATION +–2 4 2– + + +--- page 252 --- +Gross Profit and Gross Profit Margin +As a result of the changes in our revenue and cost of sales described above, our gross profit +increased from RMB134.3 million in 2023 to RMB 155.1 million in 2024. The gross profit margin +slightly increased from 67.8% in 2023 to 70.3% in 2024. +Sale of Pharmaceutical and Other Products +Human TAT +Gross profit for Human TAT increased fro m RMB134.4 million in 2023 to RMB163.2 million +in 2024. The gross profit margin improved from 73.0% in 2023 to 79.3% in 2024. This increase was +primarily driven by improvements in gross profit ma rgins for both Domestic Sales and Export Sales. +In terms of Domestic Sales, gross profit for Human TAT increased from RMB110.4 million in +2023 to RMB136.5 million in 2024, with the gross pr ofit margin increasing from 81.8% in 2023 to +84.3% in 2024. The increase in gross profit margin was primarily driven by the recovery in the +antibody titer level of horse plasma used for production in 2024. Additionally, the winning of bids of +Human TAT in the VBP scheme, which led to the in crease in average selling price of Human TAT in +Domestic Sales, also contributed to the increase in gross profit margin. The VBP scheme enhanced +our bargaining power with distributors, a llowing us to achieve higher selling prices. +In terms of Export Sales, gross profit for Human TAT increased from RMB24.1 million in 2023 +to RMB26.8 million in 2024, while the gross profit margin improved from 49.0% in 2023 to 60.8% in +2024. The increase in gross profit margin was primarily driven by th e lower cost of horse plasma used +for production in 2024. +The gross profit margin for Export Sales increa sed at a faster rate than Domestic Sales in 2024 +because Export Sales revenue is smaller in absolute value, making it more sensitive to cost +fluctuations. +Other Products +Gross loss for other products increased from RMB2.0 million in 2023 to RMB9.5 million in +2024. The gross loss margin increased from 69.0% in 2023 to 127.4% in 2024. The increase in gross +loss was primarily due to increased invent ory allowance allocated to other products. +Technical service income +Gross profit for technical services decreas ed from RMB1.9 million in 2023 to RMB1.5 million +in 2024. The gross profit margin improved from 16.9% in 2023 to 19.9% in 2024. This improvement +was primarily driven by an increase in the propo rtion of higher-margin services procured by +customers. +Other Income +Other income increased from RMB2.1 million in 2023 to RMB3.5 million in 2024, mainly due +to the increase in rental income from RMB0.8 million in 2023 to RMB1.1 million in 2024 and the +increase in incentive subsidies from RMB1.1 million in 2023 to RMB2.2 million in 2024. +Impairment Losses Under Expected Credit Loss Model, Net of Reversal +Reversal net of impairment loss under expected credit loss model, decreased from RMB0.3 +million in 2023 to RMB0.1 million in 2024. This prim arily depend on the actual reversal net of +impairment loss on trade and other receivables afte r relevant payments are subsequently received. +Other Gains and Losses +Our other gains and losses decrease from a net gain of RMB0.3 million in 2023 to a net gain of +RMB0.1 million in 2024, mainly due to the recognitio n of a loss on disposal of property, plant and +equipment in 2024 compared to a gain in 2023, as well as a decrease in the fair value change on +financial assets at FVTPL. +FINANCIAL INFORMATION +–2 4 3– + + +--- page 253 --- +Research and Development Expenses +Our research and development expenses decre ased from RMB24.2 million in 2023 to RMB13.7 +million in 2024, primarily due to the completion or te rmination of certain R&D projects, including +the termination of a project focusing on antiserum development of the Novel Coronavirus +(2019-nCoV) in 2023. The R&D expenses incurred for the project focusing on antiserum +development of the Novel Coron avirus (2019-nCoV) amounted to RMB5.2 million and nil in 2023 +and 2024, respectively. As COVID-19 has become endemic, the demand for COVID-19 medications +has declined significantly. Consequently, we hav e made a strategic decision to discontinue this R&D +project, which resulted in a significant decrease in contracted R&D costs, which decreased from +RMB11.9 million in 2023 to RMB3.6 million in 2024. A dditionally, raw material and other direct +costs decreased from RMB3.7 million i n 2023 to RMB2.0 million in 2024. +Distribution and Selling Expenses +Our distribution and selling expenses decr eased from RMB33.0 million in 2023 to RMB26.9 +million in 2024, mainly due to a decrease in prom otion expenses from RMB25.9 million in 2023 to +RMB19.4 million in 2024, reflecting lower spending o n promotional and marketing activities due to +the winning of bids in the VBP scheme. Employee c ompensation increased slightly from RMB4.7 +million in 2023 to RMB5.2 million in 2024 primarily due to annual salary adjustments and +incremental increases in employee benefits, while ot her expenses, including t ravel, office expenses, +exhibition fees and advertising remained rela tively stable at RMB2.4 million in 2023 and RMB2.3 +million in 2024. +Administrative Expenses +Our administrative expenses increased fr om RMB29.1 million in 2023 to RMB32.3 million in +2024. Particularly, professional service fee s increased from RMB2.6 million in 2023 to RMB4.9 +million in 2024. This increase was primarily due to f ees related to our attempt to list our Shares on +the NEEQ. These fees included intermediary an d advisory expenses for financial, legal and +compliance services to support the preparation and application process. +Listing Expenses +Our listing expenses increased from nil in 2 023 to RMB3.7 million in 2024, mainly because we +began the preparation of the Listi ng and Global Offering in 2024. +Finance Costs +Our finance costs increased from RMB0 .7 million in 2023 to RMB2.2 million in 2024, mainly +due to the increase in interest expense from loan from a related party from nil in 2023 to RMB1.8 +million in 2024. See also ‘‘— Related Party Transaction’’ of this section. +Gains Arising on Initial Recognition of Agricultu ral Produce at Fair Value Less Costs to Sell at the +Point of Harvest +Gains arising on initial recognition of agricultural produce at fair value less costs to sell at the +point of harvest increased from RMB16.5 mill ion in 2023 to RMB18.0 million in 2024, which was in +turn due to higher production volumes and improve d market conditions, which resulted in increased +fair value of the agricultural produce at the point of harvest. +Loss Arising from Changes in Fair Value Less Costs to Sell of Biological Assets +Loss arising from changes in fair value less cos ts to sell of biological assets increased from +RMB2.9 million in 2023 to RMB6.3 million in 2024. This increase was primarily due to a larger +decrease in the fair value of biological assets ca used by a decrease in number of horses and a shorter +average remaining productive lifespan of the horses due to extended usage. In general, horses that +are eligible for horse plasma are usually available for extraction for about 18 months. +FINANCIAL INFORMATION +–2 4 4– + + +--- page 254 --- +Income Tax Expense +Our income tax expense increased from RM B8.1 million in 2023 to RMB16.6 million in 2024, +mainly due to the increase in our taxable profit before income tax from RMB63.6 million in 2023 to +RMB91.8 million in 2024. +Profit for the Year +As a result of the foregoing, our profit for the year increased from RMB55.5 million in 2023 to +RMB75.1 million in 2024. +DISCUSSION OF SELECTED ITEMS FROM CONSOLIDATED STATEMENTS OF +FINANCIAL POSITION +The table below sets forth selected information f rom our consolidated statements of financial +position as of the dates indicated, which have been extracted from our audited consolidated financial +statements included in Appendix I to this prospectus: +As of December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +NON-CURRENT ASSETS +Property, plant and equipment 198,687 196,502 209,135 +Investment properties 31,721 34,492 32,750 +Right-of-use assets 41,395 40,300 38,319 +Intangible assets 631 502 372 +Biological assets 10,540 5,030 3,820 +Deferred tax assets 2,676 2,217 1,364 +Deposits paid for acquisition of property, plant and +equipment, intangible assets, leasehold land and/ +or biological assets 22,441 16,398 17,232 +308,091 295,441 302,992 +CURRENT ASSETS +Inventories 57,536 56,435 65,028 +Contract cost 511 771 774 +Trade and bills receivables 73,266 67,802 103,232 +Deposits, other receivables and prepayments 3,979 6,235 12,774 +Amounts due from related parties 688 410 96 +Financial assets at FVTPL — 4,106 — +Restricted bank deposits — — 1,556 +Cash and cash equivalents 58,199 52,831 73,828 +194,179 188,590 257,288 +Assets classified as held for sale — 3,491 — +194,179 192,081 257,288 +FINANCIAL INFORMATION +–2 4 5– + + +--- page 255 --- +As of December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +CURRENT LIABILITIES +Trade and other payables 72,982 62,140 50,938 +Amounts due to related parties 42,073 10,012 6 +Contract liabilities 3,091 2,443 1,935 +Bank borrowings 19,922 — — +Lease liabilities 342 — 819 +Tax payable 861 8,692 7,544 +139,271 83,287 61,242 +Liabilities classified as held for sale — 77 — +139,271 83,364 61,242 +NET CURRENT ASSETS 54,908 108,717 196,046 +TOTAL ASSETS LESS CURRENT LIABILITIES 362,999 404,158 499,038 +CAPITAL AND RESERVES +Share capital 272,143 272,143 272,143 +Reserves 89,794 131,080 225,874 +Equity attributable to owners of the Company 361,937 403,223 498,017 +Non-controlling interests (13) — — +TOTAL EQUITY 361,924 403,223 498,017 +NON-CURRENT LIABILITIES +Lease liabilities 860 720 72 +Deferred income 215 215 215 +Deferred tax liabilities — — 734 +1,075 935 1,021 +362,999 404,158 499,038 +Assets +Property, Plant and Equipment +Our property, plant and equipment primarily cons isted of buildings, machinery and equipment, +motor vehicles, construction in progress and l easehold improvement. Our property, plant and +equipment decreased from RMB198.7 million as o f December 31, 2023 to RMB196.5 million as of +December 31, 2024, primarily due to depreciatio n, the disposal of certain motor vehicles and +machinery and equipment and the transfer of asset s to those classified as held for sale net off by +additions of construction in progress and machinery and equipment. Our property, plant and +equipment then increased to RMB209.1 million a s of December 31, 2025, primarily due to an +increase in construction in progress in relation to the construction and renovation of our veterinary +drug manufacturing facility in Chifeng. +FINANCIAL INFORMATION +–2 4 6– + + +--- page 256 --- +Investment Properties +Our investment properties consist of buildings located in the PRC, which are measured using +the cost model and depreciated on a straight-line basis over 10 to 20 years. +The carrying amounts of our i nvestment properties incre ased from RMB31.7 million as of +December 31, 2023 to RMB34.5 million as of Decem ber 31, 2024, primarily due to additional +investments of RMB3.8 million, partially offset by de preciation charges. The carrying amount of our +investment properties then decreased to RMB32. 8 million as of December 31, 2025, primarily due to +deprecation. There has been no change in the valuation techniques during the Track Record Period. +The fair values of our investment properties are classified as Level 3 of the fair value measurement +hierarchy. No transfers into or out of Level 3 occurred during the Track Record Period. These +valuations were conducted by an independent qua lified professional valuer, who is not connected to +our Group. +Right-of-Use Assets +Our right-of-use assets primarily consisted o f leasehold land and leased properties. The +following table sets forth the breakdown of our right-of-use assets as of the dates indicated: +As of December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Leasehold land 40,309 40,300 38,177 +Leasehold properties 1,086 — — +Motor vehicles — — 142 +Total 41,395 40,300 38,319 +Our right-of-use assets decreased from RMB 41.4 million as of December 31, 2023 to RMB40.3 +million as of December 31, 2024, primarily due to the depreciation of right-of-use assets and the +transfer of a portion of leasehold land to assets cl assified as held for sale. Our right-of-use assets +then decreased to RMB38.3 million as of December 31, 2025, primarily due to the depreciation. +Intangible Assets +Our intangible assets primarily consisted of pat ent right and software. Our intangible assets +decreased from RMB0.6 million as of December 3 1, 2023, to RMB0.5 million as of December 31, +2024, primarily due to the continued amortization. Ou r intangible assets remained relatively stable at +RMB0.4 million as of December 31, 2025. +Biological Assets +During the Track Record Period, our biologic al assets comprised horses used for plasma +production at our facilities. These horses are esse ntial for our production of tetanus antitoxin and +other plasma-derived products. The following table sets forth a breakdown of the quantity and fair +value of our horses, which accounted for all of our biological assets as of the dates indicated: +As of December 31, +2023 2024 2025 +Horses +Quantity (heads) 1,251 920 784 +Fair Value (RMB’000) 10,540 5,030 3,820 +FINANCIAL INFORMATION +–2 4 7– + + +--- page 257 --- +From 2023 to 2024, the quantity of horses decreased from 1,251 to 920. The fair value of +biological assets decreased to RMB5.0 million as o f December 31, 2024, primarily due to disposals of +horses and a shorter average remaining productive lifespan of the horses due to extended usage, +comparing to the prior year end. +The quantity of horses decreased to 784 as of December 31, 2025. The fair value of biological +assets decreased to RMB3.8 million as of December 31, 2025, primarily due to disposals of horses +and a shorter average remaining productive lifespan of the horses due to extended usage, comparing +to the prior year end. +Our biological assets included feeding and other related costs for our horses during the Track +Record Period. As of December 31, 2023, 2024 and 2025, we recorded feeding and other related costs +of RMB1.0 million, RMB0.3 million and RMB45 thousan d, respectively. For more details, please +refer to Note 20 to the Accountants’ Report in Appe ndix I to this prospectus. Our feeding and other +related costs related to the immature horses were c apitalized under the consolidated statements of +financial position and recorded as biological a ssets. Our immature horses decreased from 217 as of +December 31, 2023 to 6 as of December 31, 2024, and then remained at 6 as of December 31, 2025, +which generally showed similar trends to the changes in our feeding and other related costs under +biological assets. +Our horses were independently valued by Jones Lang LaSalle Corporate Appraisal and +Advisory Limited (‘‘ JLL’’), which is an independent professional valuer not connected with us and +has extensive experience in valuation of biologica l assets. See ‘‘— Valuation of Biological Assets’’ of +this section. +Valuation of Biological Assets +Our horses were independently valued by a qualified and indepe ndent professional valuer with +extensive experience in valuing biological asse ts. The valuation was conducted using the market +approach and cost approach, referencing the tran saction prices from the recent procurements, the +plasma collection cycle and the residual value. T he assumptions and material inputs used in the +valuation, including market prices and cost-to-s ell adjustments, are consistent with relevant +accounting standards. +Independent Valuer +We engaged JLL, an independent valuer, to determine the fair value of our horses as of +December 31, 2023, 2024 and 2025. The key valuer of the team is Mr. Simon M.K. Chan, who +possesses extensive experience in the valuation of biological assets and has provided valuation +services to numerous companies in the PRC, Hong Kong, Singapore and the United States. Based on +its track record, reputation and qualifications, o ur Directors and the Joint Sponsors are satisfied +that JLL is independent and competent to conduct the valuation of our biological assets. +Site Inspections and Expert Consultation +The valuer conducted site inspections to verify the physical existence and condition of our +biological assets. The valuer also engaged Mr. Chang Zhong, an independent consultant with +expertise in veterinary science, to advise on the phy sical and biological attributes of the biological +assets. The consultant has extensive experience in livestock management and is responsible for +assessing the health, productivity and overall condition of the biological assets. Based on the +consultant’s advice, the valuer con firmed that the biological attribu tes of the assets were accurately +reflected in the valuation. +Valuation Methodology +The valuation of our biological assets was conducted using the market approach and the cost +approach. The market approach was applied to horse s in preparation stage, while the cost approach +was used for horses in plasma collection stage. +FINANCIAL INFORMATION +–2 4 8– + + +--- page 258 --- +Key assumptions and inputs used in the valuation include: +. Classification of biological assets by their plasma collection stage; +. Quantity of each category of biologic al assets as of each valuation date; +. Recent procurement price of biologi cal assets at each valuation date; +. Estimated productive lifespan of biologica l assets, which ranges from 18 to 60 months; +and +. Assumptions regarding mortality, disposal prices, and disposal costs. +The valuer conducted site inspections to verify the physical existence and condition of our +biological assets. The valuation was prepared in a ccordance with International Valuation Standards +and International Accounting Standards 41 — Agriculture, and the Joint Sponsors have reviewed the +scope of work, valuation procedu res, bases, and assumptions adopt ed by the valuer and is satisfied +with the appropriateness and reasonableness of the valuation. +The Reporting Accountants have reviewed the valuation techniques and key inputs used in the +valuation of our biological assets as part of their work on the Historical Financial Information. They +have satisfied themselves with respect to the valuation techniques and inputs used in the valuation. +The Joint Sponsors have conducted discussions with our management, the Reporting +Accountants, and the valuer regarding the valuati on of biological assets, including but not limited +to the valuation procedures, valuation techniques and the information required to prepare the +valuation report. The Joint Sponsors also have revi ewed the qualifications and relevant experience of +the valuer and the consultant. The Joint Sponsors have also discussed with the valuer the scope of +work, valuation procedures, valuation bases, assumptions, and techniques used. Based on the +aforementioned, the Joint Sponsors are satisfied that the valuation techniques and key inputs are +reasonable and appropriate. +Sensitivity Analysis +The following table sets forth the sensitivity of the valuation of our biological assets to changes +in key assumptions as of December 31, 2023, 2024 and 2025 : +As of December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Change in valuation of our biological assets ++/–5% +/–527 +/–252 +/–191 ++/–10% +/–1,054 +/–503 +/–382 ++/–15% +/–1,581 +/–755 +/–573 ++/–20% +/–2,108 +/–1,006 +/–764 +Stock-Take and Internal Control +We have established a standard protocol for stock-takes to ensure the physical existence of our +biological assets and the accuracy of relevant data. Stock-takes are conducted on a quarterly basis at +each of our facilities. The results are reviewed by o ur Finance Department, and any discrepancies +identified during stock-takes are reported and inv estigated. We have adopted a comprehensive policy +for biological asset management. This policy cov ers areas such as depreciation, purchases and +disposals, breeding, record-keeping, and stock-take procedures. We maintain detailed records of our +biological assets, including key data such as the number and types of horses. +As of December 31, 2023, 2024 and 2025, the fair value of our biological assets represented +approximately 2.1%, 1.0% and 0.7% of our total asse ts, respectively. Unrealized fair value gains or +losses on biological assets have been excluded for the purpose of meeting the profit requirements +under Rule 8.05(1)(a) of the Listing Rules. +FINANCIAL INFORMATION +–2 4 9– + + +--- page 259 --- +Deferred Tax Assets +Deferred tax assets primarily represented unrealized profit and fair value change on +agricultural produce. Our deferred tax assets decreased from RMB2.7 million as of December 31, +2023 to RMB2.2 million as of December 31, 2024, an d further to RMB1.4 million as of December 31, +2025. The decrease in deferred tax assets was primarily due to the impact of fair value adjustments, +fair value changes on agricultural produce, and a decrease in accrued expenses and impairment +provisions. +Inventories +Our inventories primarily consisted of raw mate rials and consumables, work in progress and +finished goods. The following table sets forth the breakdown of our inventories as of the date +indicted: +As of December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Raw materials and consumables 10,492 7,197 10,648 +Work in progress 38,634 39,376 53,236 +Finished goods 8,410 9,862 1,144 +57,536 56,435 65,028 +Our inventories decreased from RMB57.5 millio n as of December 31, 2023 to RMB56.4 million +as of December 31, 2024. The overall decrease was primarily due to the consumption of accumulated +inventories and higher production levels to m eet growing market demand. Our inventories then +increased to RMB65.0 million as of December 31, 2 025, primarily due to the increase in work in +progress as we continued to produce equine plasma and Human TAT bulk to support our business +expansion in 2025. +The following table sets forth a summary of our inventories turnover days for the periods +indicated: +Year Ended December 31, +2023 2024 2025 +Inventories turnover days* 349.2 317.0 405.1 +Note: +* Inventories turnover days were calculated based on the arithmetic mean of opening and closing balance of inventories +for the relevant year, divided by our cost of sales for the same year and multiplied by 365 days for 2023, 2024 and 2025. +Our inventory turnover days were 349.2 days , 317.0 days and 405.1 days in 2023, 2024 and +2025, respectively. We recorded relatively longer inventory turnover days during the Track Record +Period due to the production process of Human TA T, generally ranging fro m approximately four to +five months, which requires th e work-in progress (immunized horse plasma and TAT bulk) to be +held and aged for a certain period of time. This aging process is essential to ensure product quality +and stability, resulting in higher overall inve ntory turnover days. Inventories turnover days +decreased from 349.2 days in 2023 to 317.0 days in 2024, which was due to enhanced inventory +turnover efficiency, driven by the increased ut ilization of previously accu mulated inventories. +Inventories turnover days increased to 405.1 days in 2025, primarily due to (i) a decrease in cost of +sales, mainly attributable to a decrease in inven tory allowance as the market value of pregnant horse +plasma increased in 2025; and (ii) an increase in ou r inventories as we continued to produce equine +plasma and Human TAT bulk to support our business expansion in 2025. +FINANCIAL INFORMATION +–2 5 0– + + +--- page 260 --- +The following table sets forth an aging analysis of the inventories as of the dates indicated: +As of December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Less than one year 27,014 31,496 44,371 +One to two years 9,275 3,998 566 +Two to three years 17,110 7,642 2,992 +Over three years 4,137 13,299 17,099 +Total 57,536 56,435 65,028 +Our Directors consider that there is no recover ability issue with respect to our inventories as of +December 31, 2025, based on the following reasons: (i) the relatively long aging of our inventories +was primarily due to the suspension of production of PMSG in relation to the construction and +renovation of our veterinary drug manufacturing fa cility in Chifeng since 2021, therefore, the aging +of pregnant mare plasma continued to increase during the Track Record Period. We received the +re-registration approval for PMSG injection in M arch 2026, and had already resumed the utilization +of pregnant mare plasma in large scale thereafter. Accordingly, we expect our inventory balance to +decrease in the first half of 2026; (ii) pregnant mare plasma can be stored frozen for an extended +period and may continue to be utilized as long as it pa sses potency testing, while the related finished +products generally have a shelf life of two years. Accordingly, we believe that inventories aged over +one year remain recoverable and can continue to be utilized within their validity periods; (iii) as of +April 30, 2026, RMB42.6 million, or 51.3%, of our inventories as of December 31, 2025 had been +subsequently utilized; and (iv) considering that p regnant mare plasma may lose certain potency over +time and the market price of pregnant mare plasma f luctuates, we have made sufficient provisions +for our inventories. +We have taken the following measures to actively manage our cash conversion cycle and +improve our liquidity: (i) following the receipt of t he re-registration approval for PMSG injection in +March 2026, we have resumed the utilization of pre gnant mare plasma inventory in large scale to +improve inventory turnover and inventory utilizatio n efficiency; (ii) we regularly monitor inventory +levels, inventory aging and mark et demand forecasts to optimize pro curement, production planning +and inventory utilization, with a view to reducing e xcessive inventory accumulation and improving +working capital efficiency; and (iii) we conduct ong oing credit assessments an d aging analysis for our +customers, including regular reviews of customers’ financial conditions, payment records and market +reputation, and actively follow up on overdue receivables to accelerate cash collection. We also +closely monitor outstanding balances and regu larly issues payment reminders to customers +approaching payment deadlines; and (iv) we main tain stable relationships with major suppliers +and optimize payment arrangements to improve ca sh flow management. In particular, we seek to +negotiate more flexible payment terms with maj or suppliers while reason ably arranging payment +schedules based on our operational cash flow position and working capital needs. +FINANCIAL INFORMATION +–2 5 1– + + +--- page 261 --- +Trade and Bills Receivables +Our trade and bills receivables primarily represen ted receivables from contract with customers, +bill receivables and others. The following tabl e sets forth the breakdown of our trade and bills +r e c e i v a b l e sa so ft h ed a t e si n d i c a t e d : +As of December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade receivables — contracts with customers 65,770 60,190 98,258 +Less: allowance for credit losses (3,292) (3,043) (5,294) +62,478 57,147 92,964 +Bills receivables 10,788 10,655 10,268 +Total 73,266 67,802 103,232 +Trade and bills receivables decreased fro m RMB73.3 million as of December 31, 2023 to +RMB67.8 million as of December 31, 2024, primar ily due to improved collection efforts and the +resolution of outstanding balan ces. For more details, see Note 24 to the Accountants’ Report in +Appendix I in this prospectus. +Our trade and bills receivables then increa sed to RMB103.2 million as o f December 31, 2025, +primarily due to an increase in tra de receivables which was in line with the expansion of our sales of +Human TAT. +The following table sets forth an aging analysi s of the trade and bills receivables, based on the +dates of goods delivery, as of the dates indicated: +As of December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Less than 90 days 47,528 34,534 66,199 +More than 90 days and less than 180 days 18,838 20,437 13,563 +More than 180 days and less than one year 6,882 12,394 19,240 +More than one year 18 437 4,230 +Total 73,266 67,802 103,232 +The following table sets forth a summary of ou r trade and bills receivables turnover days for +the periods indicated: +Year Ended December 31, +2023 2024 2025 +Trade and bills receivables turnover days* 124.5 116.6 132.6 +Note: +* Trade and bills receivables turnover days were calculated ba sed on the average of opening a nd closing balance of trade +and bills receivables less allowance for credit losses for the relevant year, divided by the revenue for the same year and +multiplied by 365 days fo r 2023, 2024, and 2025. +FINANCIAL INFORMATION +–2 5 2– + + +--- page 262 --- +Our trade and bills receivables turnover days were 124.5 days, 116.6 days and 132.6 days in +2023, 2024, and 2025, respectively. T he decrease in our trade and bills receivables turnover days from +124.5 days in 2023 to 116.6 days in 2024 was mainly due to improved collection efforts and shorter +payment cycles from customers, as well as our increased revenue in 2024. The increase in our trade +and bills receivables turnover days to 132.6 days in 2025 was primarily due to an increase in the trade +receivables mainly resulting from the expansion of our sales of Human TAT. +To ensure the timely collection of trade receiv ables and improve cash flow management, we +have implemented several measures. We conduct comprehensive credit evaluations for all customers, +regularly reviewing their financial status, paymen t history, and market reputation. Customers with +higher credit risk are subject to stricter paymen t terms, such as shorter credit periods or advance +payment requirements. +Our accounts receivable team closely monitors outstanding balances and performs regular +aging analyses, issuing reminde rs to customers as payment deadlines approach. Additionally, we +have integrated receivables collection perfo rmance into the incentives for our sales team, +encouraging them to actively ensure timely paym ents from their customers. For accounts that are +significantly overdue, particularly those exceed ing six months, we initiate structured collection +processes, which may include en gaging collection agencies or tak ing legal action when necessary. +Our Directors consider that there is no recover ability issue with respect to our outstanding +trade and bills receivables as of December 31, 2025, based on the following reasons: (i) our trade and +bills receivables aged over one year accounted for only 4.1% of total trade receivables as of +December 31, 2025; (ii) as of April 30, 2026, RM B40.7 million, or 41.4%, of our trade and bills +receivables as of December 31, 2025 had been subs equently settled; (iii) we had not encountered any +material difficulties in settling our trade and bills receivables during the Track Record Period; and +(iv) we have made sufficient provisions for our trade and bills receivables. For more details, please +refer to Note 24 to the Accountants’ Report as set forth in Appendix I to this prospectus. +Deposits, Other Receivables and Prepayments +Deposits, other receivables and prepayments primarily consisted of deposits, value-added tax +recoverable, prepayments, deferred issue costs, and other miscellaneous receivables. Deposits, other +receivables and prepayments increased from RM B4.0 million as of December 31, 2023 to RMB6.2 +million as of December 31, 2024, mainly due to an incre ase in deposits and deferred issue costs. Our +deposits, other receivables a nd prepayments then increased to RMB12.8 million as of December 31, +2025, primarily due to an increase in our prepayment for equipment we purchased for our +construction of our veterinary drug manufacturi ng facility in Chifeng. The allowance for credit +losses on other receivables was RMB0. 1 million, RMB0.3 million and RMB0.5 million as of +December 31, 2023, 2024 and 2025, respectively. +Financial Assets at Fair Value Through Profit or Loss (‘‘FVTPL’’) +Financial assets at FVTPL represents bank fina ncial products held for trading for short-term +investment purposes during the Track Record Peri od. These bank financial products were held for +short-term investment purposes and primarily cons isted of low-risk wealth management products +offered by commercial banks. Financial assets at FVTPL increased from nil as of December 31, 2023 +to RMB4.1 million in 2024, due to purchase of new ba nk financial products i n 2024. Our financial +assets at FVTPL then decreased to nil as of December 31, 2025, primarily due to the timely +redemption of certain amount of bank financial products in 2025. +FINANCIAL INFORMATION +–2 5 3– + + +--- page 263 --- +Our senior management team and finance depart ment are primarily responsible for making, +implementing, and supervising our investment d ecisions. To ensure proper oversight and risk +management, we have implemented the following treasury policie s and internal authorization +controls: +. We have formulated the Policy on the Ma nagement of External Investments ( 《對外投資管 +理制度》) to regulate the process of investing. +. Our Board reviews and approves the annual cap for investments decisions. +. The senior management team oversees the overall planning and approval of investments +in wealth management products. +. The finance department conducts analysis and r esearch on potential investments in wealth +management products and handles their long-term routine management. +. Investments in wealth management products a re only made when surplus cash is available, +which is not required for short-term workin g capital purposes, and remain within the +limits authorized by the senior management team. +Before making any investment, we ensure that su fficient working capital is maintained to meet +our business needs, ongoing operations, research and development, and capital expenditures, even +after purchasing such wealth management products. We adopt a prudent approach when selecting +wealth management products, making investment d ecisions on a case-by-case basis after careful +consideration of factors such as the investmen t duration and expected returns. To manage risk +exposure, we have historically sought, and may continue to seek, low-risk wealth management +products with terms of no longer than twelve mon ths. Investments in similar wealth management +products may continue to be made using surplus cash. We are aware that upon the Listing, +investments in such financial assets may constitute notifiable transactions under Chapter 14 of the +Listing Rules. Our Directors confirm that any suc h investments will only be made in compliance with +the Listing Rules and other relevant l aws and regulations, if applicable. +Cash and Cash Equivalents +Our cash and cash equivalents primarily consisted of bank balances and demand deposits. Our +cash at banks earns interest at floating rates bas ed on daily bank deposit rates. Short-term deposits +are made for varying periods of less than six months, depending on the immediate cash requirements +of our Group, and earn interest at the respective short-term time deposit rates. The bank balances +and short-term deposits are deposited with credit worthy banks with no recent history of default. +Our cash and cash equivalents remained relatively stable at RMB58.2 million and RMB52.8 +million as of December 31, 2023 and 2024, respectivel y. Our cash and cash equivalents then increased +to RMB73.8 million as of December 31, 2025, pr imarily due to the expansion of our business. +Liabilities +Trade and Other Payables +Our trade and other payables primarily related t o trade payables, payables for marketing and +promotion expenses, salaries and wages payables, payables for acquisition of property, plant and +equipment, and others. Trade and other payable s decreased from RMB73.0 million as of December +31, 2023 to RMB62.1 million as of December 31, 2024, and further to RMB50.9 million as of +December 31, 2025, mainly due to our settlements of certain payables with our suppliers in the +relevant periods. +FINANCIAL INFORMATION +–2 5 4– + + +--- page 264 --- +The following table sets forth a breakdown of trade and other payables by nature as of the +dates indicated. +As of December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade payables 12,334 13,024 6,522 +Salaries and wages payables 9,251 11,549 11,696 +Other tax payables 3,736 1,907 2,092 +Payables for acquisition of property, plant and +equipment 12,977 8,936 5,913 +Payables for marketing and promotion expenses 24,054 21,013 15,986 +Compensation for forest land 3,654 2,266 1,066 +Payables for acquisition of biological assets 1,066 117 345 +Deposit received 563 775 544 +Other payables 5,347 2,553 5,593 +Listing expenses payables — — 1,004 +Accrued issue costs — — 177 +Total 72,982 62,140 50,938 +The following table sets forth an aging analysi s of the trade payables based on the invoice date +as of the dates indicated: +As of December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Less than 90 days 8,449 3,309 2,870 +More than 90 days and less than 1 year 1,304 7,579 275 +More than 1 year 2,581 2,136 3,377 +Total 12,334 13,024 6,522 +The following table sets forth a summary of our trade and other payables turnover days for the +periods indicated: +Year Ended December 31, +2023 2024 2025 +Trade payables turnover days* 56.4 70.5 65.2 +Note: +* Trade payables turnover days were calculated based on the average of opening and closing b alance of trade payables for +the relevant year, divided by the cost of sales for the sam e year, and multiplied by 365 days for 2023, 2024 and 2025. +Our trade payables turnover days were 56.4 days, 70.5 days and 65.2 days in 2023, 2024 and +2025, respectively. Trade payables turnover days increased from 56.4 days in 2023 to 70.5 days in +2024, and further to 65.2 days in 2025, which was due to extended payment terms negotiated with +suppliers to manage working capital more effectively. +As of April 30, 2026, RMB6.4 million, or 49.8%, o f our trade payables as of December 31, 2025 +had been subsequently settled. +FINANCIAL INFORMATION +–2 5 5– + + +--- page 265 --- +Contract Liabilities +Contract liabilities primarily represent amoun ts received in advance for the sale of goods and +services. The change in contract liabilities dur ing the Track Record Period was mainly due to the +timing of revenue recognition and the fulfillment of performance obligat ions associated with +advance payments. Our contract liabilities dec reased from RMB3.1 million as of December 31, 2023 +to RMB2.4 million as of December 31, 2024, and fu rther decreased to RMB1.9 million as of +December 31, 2025. This decrease was mainly d ue to the recognition of revenue from advance +payments received in prior periods, including pr epayments for goods and service fees, which were +fully performed and recognized as revenue, exceed ing the new advance payments received during the +same years. +As of April 30, 2026, RMB0.6 million, or 30.6%, of our contract liabilities as of December 31, +2025 had been subsequently recognized as revenue. +Net Assets +Net assets increased from RMB361.9 million as at December 31, 2023 to RMB403.2 million as +at December 31, 2024, mainly attributable to the p rofit for the year of RMB75.1 million, partially +offset by the dividend distribution of RMB40 .8 million. Net assets then increase to RMB498.0 +million as of December 31, 2025, primarily due to the pr ofit and total comprehensive income for the +period of RMB94.8 million. +CASH FLOWS +Our use of cash primarily related to investing ac tivities, financing activities and capital +expenditure. We have historically financed our ope rations primarily through a consolidation of cash +flow generated from our oper ations and bank borrowings. +The following table sets forth a summary of our cash flows information for the periods +indicated: +Year Ended December 31, +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Net cash flows from operating activities 68,606 104,055 56,826 +Net cash flows used in investing activities (1,039) (16,298) (25,031) +Net cash flows used in financing activities (63,293) (91,350) (12,623) +Net increase(decrease) in cash and cash equivalents 4,274 (3,593) 19,172 +Cash and cash equivalents as of the beginning of +the year 53,831 58,199 54,673 +Effect of foreign exchange rate changes, net 94 67 (17) +Cash and cash equivalents as of the end of the year 58,199 54,673 73,828 +Net Cash Flows from Operating Activities +Net cash flows from operating activities were RMB56.8 million in 2025, primarily due to profit +before tax of RMB109.3 million, as adjusted for cer tain non-cash and/or non-operating items, +including (i) unrealized gains arising on initial rec ognition of agricultural produce at fair value less +costs to sell at the point of harvest of RMB16.9 mill ion, and (ii) depreciation of property, plant and +equipment of RMB10.0 million. Adjustments for chan ges in working capital primarily included (i) +an increase in trade and bills receivables of RMB3 7.7 million, and (ii) a decrease in trade and other +payables of RMB5.9 million, partially offset by an decrease in inventories of RMB10.9 million. +FINANCIAL INFORMATION +–2 5 6– + + +--- page 266 --- +Net cash flows from operating activities wer e RMB104.1 million in 2024, primarily due to +profit before tax of RMB91.8 million, as adjusted for certain non-cash and/or non-operating items, +including (i) depreciation of property, plant, a nd equipment of RMB9.9 million, (ii) provision of +inventories of RMB16.5 million, and (iii) depreciat ion of right-of-use assets of RMB2.3 million. +Adjustments for changes in working capital pr imarily included (i) a decrease in trade and bills +receivables of RMB5.7 million, and (ii) a decrease in trade and other payables of RMB6.7 million, +partially offset by (i) an increase in inventori es of RMB4.5 million, and (ii) an increase in other +receivables and prepay ments of RMB1.7 million. +Net cash flows from operating activities were RMB68.6 million in 2023, primarily due to profit +before tax of RMB63.6 million, as ad justed for certain non-cash and/or non-operating items, +including (i) depreciation of property, plant, an d equipment of RMB10.3 millio n, (ii) depreciation of +right-of-use assets of RMB1.3 million, and (iii) provision of inventories of RMB3.3 million. +Adjustments for changes in working capital pri marily included (i) an increase in trade and bills +receivables of RMB11.3 million, (ii) an increase in other receivables and prepayments of RMB1.1 +million, and (iii) a decrease in contract liabilities o f RMB2.2 million, partially offset by a decrease in +inventories of RMB10.1 million. +Net Cash Flows Used in Investing Activities +Net cash flows used in investing activities w ere RMB25.0 million in 2025, primarily due to (i) +the purchase of financial assets at FVTPL of R MB36.9 million, and (ii) the purchase of property, +plant and equipment and intangible assets of RMB3 1.0 million, partially offset by (i) proceeds from +the maturity of financial instruments at FVTPL of RMB41.1 million, and (ii) proceeds from the +disposal of a subsidiary of RMB5.4 million. +Net cash flows used in investing activities w ere RMB16.3 million in 2024, primarily due to (i) +the purchase of financial assets at FVTPL of RMB 21.5 million, (ii) the purchase of biological assets +of RMB5.7 million, and (iii) the purchase of propert y, plant, and equipment of RMB11.0 million, +partially offset by (i) proceeds from the maturi ty of financial instruments at FVTPL of RMB17.5 +million, (ii) proceeds from the disposal of biolog ical assets of RMB4.1 million, and (iii) proceeds +from the disposal of property, pl ant, and equipment of RMB0.3 million. +Net cash flows used in investing activities w ere RMB1.0 million in 2023, primarily due to (i) +purchase of financial assets at FVTPL of RMB65.5 million, and (ii) purchase of property, plant, and +equipment of RMB19.9 million, partially offset by pr oceeds from maturity of financial instruments +at FVTPL of RMB92.8 million, and proceeds from di sposal of biological assets of RMB6.2 million. +Net Cash Flows Used in Financing Activities +Net cash flows used in financing activities w ere RMB12.6 million in 2025, primarily consisting +of (i) return of consideration received of RMB 10.0 million, and (ii) payment of share issue cost for +the proposed initial public offering of RMB2.6 million. +Net cash flows used in financing activities w ere RMB91.4 million in 2024, primarily consisting +of (i) dividends paid to owners of the Compa ny of RMB40.8 million, ( ii) repayment of bank +borrowings of RMB19.9 million, (iii) repayment o f lease liabilities of RMB3.1 million, and (iv) +payment of share issue costs for the Global Offeri ng of RMB0.6 million, partially offset by new bank +borrowings raised of RMB8.5 million. +Net cash flows used in financing activities w ere RMB63.3 million in 2023, primarily consisting +of (i) dividends paid to owners of the Compa ny of RMB86.2 million, ( ii) repayment of bank +borrowings of RMB47.6 million, and (iii) interest paid of RMB0.7 million, partially offset by new +bank borrowings raised of RMB29.9 million. +FINANCIAL INFORMATION +–2 5 7– + + +--- page 267 --- +Net Current Assets +The table below sets forth the details of our n et current assets as of the dates indicated: +As of December 31, +As of +April 30, +2023 2024 2025 2026 +RMB’000 RMB’000 RMB’000 RMB’000 +(Unaudited) +CURRENT ASSETS +Inventories 57,536 56,435 65,028 76,422 +Contract cost 511 771 774 574 +Trade and bills receivables 73,266 67,802 103,232 87,343 +Deposit, other receivables and +prepayments 3,979 6,235 12,774 13,358 +Amounts due from related parties 688 410 96 100 +Financial assets at FVTPL — 4,106 — 32,111 +Restricted bank deposits — — 1,556 — +Cash and cash equivalents 58,199 52,831 73,828 48,727 +194,179 188,590 257,288 258,635 +Assets classified as held for sale — 3,491 — — +194,179 192,081 257,288 258,635 +CURRENT LIABILITIES +Trade and other payables 72,982 62,140 50,938 38,659 +Amounts due to related parties 42,073 10,012 6 104 +Contract liabilities 3,091 2,443 1,935 3,137 +Bank borrowings 19,922 — — — +Lease liabilities 342 — 819 831 +Tax payable 861 8,692 7,544 4,106 +139,271 83,287 61,242 46,837 +Liabilities classified as held for sale — 77 — — +139,271 83,364 61,242 46,837 +NET CURRENT ASSETS 54,908 108,717 196,046 211,798 +Our net current assets increased from RMB54. 9 million as of December 31, 2023 to RMB108.7 +million as of December 31, 2024, primarily due to: (i ) a decrease in bank borrowings of RMB19.9 +million, and (ii) an increase in deposit, other recei vables and prepayments of RMB2.3 million. These +were partially offset by: (i) a decrease in tra de and bills receivables of RMB5.5 million, and (ii) a +decrease in cash and cash equivalents of RMB5.4 million. +Our net current assets then increased to RMB 196.0 million as of December 31, 2025, primarily +due to (i) an increase in trade and bills receivab les of RMB35.4 million, (ii) an increase in cash and +cash equivalents of RMB21.0 million, and (iii) a d ecrease of RMB11.2 million in trade and other +payables. +FINANCIAL INFORMATION +–2 5 8– + + +--- page 268 --- +WORKING CAPITAL SUFFICIENCY +During the Track Record Period, we financed our o perations primarily through cash generated +from our operating activities, capital contributions and bank borrowings, and our primary uses of +cash were to fund our business operations. Going for ward, we believe that our liquidity requirements +will be satisfied with a combination of our cash flow s generated from our operating activities and net +proceeds from the Global Offering. As of December 31, 2025, we had cash and cash equivalents of +RMB73.8 million. +Taking into account the financial resources ava ilable to us, including cash flow from operating +activities, our current cash and cash equivalents and the estimated net proceeds from the Global +Offering, our Directors are of the view that we h ave available sufficient working capital for our +present requirements, that is for at least the next 12 months from the date of this prospectus. +CAPITAL EXPENDITURE +We incurred capital expenditures of RMB34. 3 million, RMB14.1 million and RMB29.1 million +in 2023, 2024 and 2025, respectively. Our capital expenditures comprised of expenditures for +property, plant and equipment and investment properties. +CAPITAL COMMITMENTS +See Note 35 to the Accountants’ Report as set forth in Appendix I to this prospectus for details. +INDEBTEDNESS +Our indebtedness mainly included bank borrowings, amounts due to related parties and lease +liabilities during the Track Record Period. The f ollowing table sets forth the breakdown of our +indebtedness as of the dates indicated: +As of December 31, +As of +April 30, +2023 2024 2025 2026 +RMB’000 RMB’000 RMB’000 RMB’000 +(Unaudited) +Current +Bank borrowings 19,922 — — — +Amounts due to related parties — +non-trade* 41,589 10,003 3 3 +Lease liabilities* 342 — 819 831 +Non-current +Lease liabilities* 860 720 72 — +Total 62,713 10,723 894 834 +Note: +* Amounts due to related parties and lease lia bilities were unsecured and unguaranteed. +Except as disclosed in the table above, we did not have any material mortgages, charges, +debentures, loan capital, debt securities issued and outstanding, and authorised or otherwise created +but unissued, loans, bank borrowi ngs, bank overdrafts or other simila r indebtedness, finance lease +or hire purchase commitments, liabilities und er acceptances (other th an normal trade bills), +acceptance credits, which are either guaranteed, unguaranteed, secured or unsecured, or guarantees +or other contingent liabilities as of April 30, 2026. Since April 30, 2026 and up to the Latest +Practicable Date, there had not been any material change to our indebtedness. +FINANCIAL INFORMATION +–2 5 9– + + +--- page 269 --- +Bank Borrowings +We recorded bank borrowings of RMB19.9 millio n, nil, nil and nil as of December 31, 2023, +2024 and 2025 and April 30, 2026, respectively. As of December 31, 2023, 2024 and 2025, the range +o ft h ee f f e c t i v ei n t e r e s tr a t eo fo u rb a n kl oans was 3.65% to 4.35% per annum, nil and nil, +respectively. During the Track Record Period, all of our interest-bearing bank loans and other +borrowings are denominated in RMB. As of Ap ril 30, 2026, we did not have unutilized bank +facilities. +Our Directors confirm that we have not defaulted in the repayment of the borrowings during +the Track Record Period. Our Direc tors have confirmed that, as of the Latest Practicable Date, there +was no covenant on any of our outstanding debt that would have a material adverse effect on our +ability to make additional borrowings or issue debt or equity and there was no breach of any +covenants during the Track Record Period and up to the Latest Practicable Date. During the Track +Record Period and up the Latest Practicable Dat e, to the best knowledge of our Directors, we did +not experience any difficulty in obtaining bank loans. +Amounts Due to Related Parties — Non-trade +During the Track Record Period, we recorded amounts due to related parties of RMB41.6 +million, RMB10.0 million, RMB3 thousand and RMB 3 thousand as of December 31, 2023, 2024 and +2025 and April 30, 2026. The amounts due to related parties as of December 31, 2023 and 2024 were +mainly in relation to an equity transfer agreemen t and supplemental agreement entered into between +the Company and its controlling shareholder, Qianh ai Tianzheng, to transfer 100% equity interest in +Hainan Pharmaceutical Research Institute Co., Ltd. from the Company to Qianhai Tianzheng, +which have been fully settled. The amounts due to related parties as of December 31, 2025 and April +30, 2026 were mainly in connection with rental deposit received from a related party, which will be +settled based on the terms of the lease agreements . For more details, please see Note 40(a) of the +Accountants’ Report as set forth in Appendix I to this prospectus. +Lease Liabilities +We recognize lease liabilities at the commencemen t date of the lease at the present value of lease +payments to be made over the lease term. In calcula ting the present value of lease payments, we use +the incremental borrowing rate at the lease comme ncement date if the interest rate implicit in the +lease is not readily determinable. We had leas e liabilities of RMB1.2 million, RMB0.7 million, +RMB0.9 million and RMB0.8 million as of Decembe r 31, 2023, 2024 and 2025 and April 30, 2026, +respectively. +CONTINGENT LIABILITIES +As of December 31, 2023, 2024 and 2025 and April 30, 2026, we did not have any contingent +liabilities. +KEY FINANCIAL RATIOS +The table below sets forth our key financial ratios for the years/as of the dates indicated: +As of/Year Ended December 31, +2023 2024 2025 +Gross profit margin +(1) (%) 67.8 70.3 76.8 +Net profit margin (2) (%) 28.0 34.0 40.3 +Return on equity (3) (%) 14.7 19.6 21.0 +Current ratio (4) 1.4 2.3 4.2 +Quick ratio (5) 1.0 1.6 3.1 +Gearing ratio (6) (%) 17.5 2.7 0.2 +Debt to equity ratio (7) (%) 1.4 — — +FINANCIAL INFORMATION +–2 6 0– + + +--- page 270 --- +Notes: +(1) Gross profit margin was calculated based on gross p rofit divided by revenue for the respective periods. +(2) Net profit margin was calculated based on net profit a fter taxes divided by revenue for the respective periods. +(3) Return on equity was calculated based on net profit of t he respective year, divided by the arithmetic mean of the +opening and closing balances of tot al equity and multiplied by 100%. +(4) Current ratio was calculated based on the total current asse ts divided by the total current liabilities as of the relevant +dates. +(5) Quick ratio was calculated based on the to tal current assets less inventories and divided by the total current liabilities as +of the relevant dates. +(6) Gearing ratio was calculated based on total borrowings, including bank borrowings, loan from a related party and lease +liabilities divided by total equity as of the relevant dates and multiplied by 100%. +(7) Debt to equity ratio was calculated based on total borrowi ngs, including bank borrowings, loan from a related party +and lease liabilities less cash and cash equivalents divide d by total equity as of the relevant date and multiplied by +100%. As of December 31, 2023, 2024 and 2025, the debt to equ ity ratio is not meaningful because total borrowings, +including bank borrowings, loan from a related party, and l e a s el i a b i l i t i e sl e s sc a s ha n dc a s he q u i v a l e n t s ,r e s u l t e di na +negative value. +RELATED PARTY TRANSACTIONS +During the Track Record Period, we had entered i nto certain related party transactions. For +more details, see Note 40 to the Accountants ’ Report in Appendix I to this prospectus. +Our Directors confirm that, al l material related party transactions during the Track Record +Period were conducted on normal commercial ter ms or such terms that were no less favorable to our +Group than those available to independent third parties and were fair and reasonable and in the +interest of our Shareholders as a whole, and would not distort our results of operations over the +Track Record Period or make our historical result s over the Track Record Period not reflective of +our expectations for our future pe rformance. The pricing for the related party transactions was +primarily based on (i) arm’s length negotiation; (ii) comparable market price; (iii) the total +sales/purchase volume of the transaction. The pricing and credit terms for the related party +transactions are comparable those similar transac tions with the Independent Third Parties and no +favorable terms has been granted to/by such related party. The prices are mutually agreed after +taking the prevailing market prices into considerat ion. Excepted for the transaction between our +Group and Shenzhen Qianhai Tianzheng Biotechnology Co., Ltd in connection with which we +recorded as ‘‘amounts to related parties’’ in our cons olidated statements of financial position, all the +other related party transactions were trade in nature, and our Directors and management will +consider a series of factors to determine whether to continue such an arrangement upon Listing and +the Global Offering, in the best interest of our G roup. For details of the transaction between our +Group and Shenzhen Qianhai Tianzheng Biotechnology Co., Ltd, see ‘‘History, Development and +Corporate Structure — Equity Transfers Involvin g Hainan Pharmaceutical Research Institute Co., +Ltd. ( 海南藥物研究所有限責任公司)( ‘ ‘Hainan Pharmaceutical ’’) During Track Record Period’’ of +this prospectus. See also Note 40 of the Accountants’ Report as set forth in Appendix I to this +prospectus. +OFF-BALANCE SHEET COMMIT MENTS AND ARRANGEMENTS +As of the Latest Practicable Date, we had not ent ered into any off-balance sheet transactions. +RISK DISCLOSURES +We are exposed to a variety of financial risks, inc luding credit risk, liquidity risk, and exchange +risk. Our overall risk management program focuses on the unpredict ability of financial markets and +seeks to minimize potential adverse effects on our G roup’s financial performance. For more details, +see Notes 37 and 38 to the Accountants’ Report in Appendix I to this prospectus. As of the Latest +Practicable Date, we did not hedge or consider necessary to hedge any of these risks. +Capital Management +The primary objectives of our Group’s capital management are to safeguard our Group’s +ability to continue as a going concern and to maintai n healthy capital ratios in order to support its +business and maximize shareholders’ value. +FINANCIAL INFORMATION +–2 6 1– + + +--- page 271 --- +Our Group manages its capital structure and makes adjustments to it in light of changes in +economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the +capital structure, our Group may adjust the dividend payment to shareholders, return capital to +shareholders or issue new shares. +We follow a prudent investment approach for wealth management products, focusing on +capital preservation and stab le returns. Our investments are primarily in unlisted wealth +management products issued by reputable banks in China. These products are selected for their +low-risk profiles, predictable cash flows, and a lignment with our overall financial strategy of +optimizing liquidity management while balancin g risk and return. To ensure proper oversight and +mitigate risks, we have established a robust intern al control mechanism for managing investments. +All potential investments underg o a rigorous evaluation process, including an assessment of the +risk-return profile, the creditworthiness of th e issuing bank, and compliance with our investment +policies. Once investments are made, we continuou sly monitor their performance and credit risk, +providing regular updates to senior management a nd the Board. Additionally, our internal audit +team periodically reviews the investment process t o ensure compliance with regulatory requirements +and internal policies. +Our management team possesses significant exp ertise in evaluating and managing financial +investments, particularly wealth management products. With strong backgrounds in finance, +accounting, and risk management , the team is well-equipped to anal yze market trends, assess risks, +and make informed decisions. We remain proactive in responding to changes in financial markets +and regulatory developments, ensuring effe ctive and vigilant investment management. +The Board plays an active role in overseeing and governing investment activities. It approves +the overall investment policy to ensure alignment wit h strategic objectives and provides oversight for +key decisions regarding wealth management inve stments. Any proposed investment exceeding a +predetermined threshold or carrying a higher risk level requires prior Board approval. The Board +also receives regular reports on investment perfor mance and risk assessments, enabling it to provide +continued guidance and oversight. +Investments in wealth management products a re subject to a multi-level approval process +involving both the management team and the Board, depending on the size and risk profile of the +investment. This rigorous framework ensures all investment decisions are thoroughly scrutinized and +align with our financial and risk management ob jectives. Upon the Listing and Global Offering, +investments will comply with Chapter 14 of the Listing Rules. +PROPERTY VALUATION +Jones Lang LaSalle Corporate Appraisal and Advisory Limited, an independent property +valuer (the ‘‘ Independent Property Valuer ’’), has valued the property interests of our Group, +comprising our operations, as of March 31, 2026. Texts of this letter summary of valuation and +valuation reports issued are included in Appendix III to this prospectus. +The following table sets forth the reconciliati on of the carrying values of these property +interests as reflected in our consolidated balanc e sheet as of December 31, 2025 included in Appendix +I to this prospectus with our Independent Property Valuer’s valuation of the same property interests +as of March 31, 2026 as set out in Appendix III to this prospectus. +RMB’000 +Net book value as of December 31, 2025 139,037 +Amortization and depreciation for the three months ended March 31, 2026 1,500 +Additions 81 +Net book value as of March 31, 2026 137,618 +Increase in valuation +(1) 456 +Valuation as of March 31, 2026 (2) 138,074 +FINANCIAL INFORMATION +–2 6 2– + + +--- page 272 --- +Notes: +(1) Such increase was reflecting the difference between the net book value and the market value of these property +interests as of March 31, 2026. +(2) Such valuation as of March 31, 2026 included commerc ial value of RMB110.8 million and reference value of +RMB27.3 million. Certain of our properties under valuation had not obtained any title certificate. Therefore, the +Independent Property Valuer attributed no commercial value to these properties, but provided reference value to +these properties. See the Property Valuation Report as set forth in Appendix III to this prospectus for details. +DIVIDENDS +In May 2023 and October 2023, we declared a dividend of RMB10.0 million and RMB76.2 +million to the existing shareholders based on the consolidated retained profits as of December 31, +2022. In September 2024, we declared a dividend o f RMB40.8 million to the existing shareholders +based on the consolidated retained profits as of December 31, 2023. As of the Latest Practicable +Date, our declared dividends have been paid in full. +Upon completion of the Global Offering, we may distribute dividends in the form of cash or by +other means permitted by our Articles of Associatio n. Any proposed distribution of dividends shall +be formulated by our Board and will be subject to approval of our Shareholders. A decision to +declare or to pay any dividends in the future, and the amount of any dividend, will depend upon a +number of factors, including our earnings and finan cial condition, operating requirements, capital +requirements, business prospects, statutory, re gulatory and contractual restrictions on our +declaration and payment of dividends, and any other factors that our Directors may consider +important. +There is no assurance that dividends of any amount will be declared or be distributed in any +year. As of the Latest Practicable Date, we did not have any dividend policy. +PRC laws require that dividends be paid only out of the profit for the year calculated according +to PRC accounting principles. We will pay dividen ds according to the applicable PRC laws and our +Articles of Association. +DISTRIBUTABLE RESERVES +As of December 31, 2025, we did not have any distributable reserves. +LISTING EXPENSE +Listing expenses to be borne by us are est imated to be approximately RMB58.3 million +(HK$67.0 million) (including underwriting commission), at the Offer Price of HK$11.2 per Share +(being the mid-point of the Offer Price range s tated in this prospectus), and assuming the +Over-allotment Option is not exercised, among which (i) underwriting-related expenses, including +underwriting commission and other expenses are a pproximately RMB15.9 million (HK$18.3 million) +and (ii) non-underwriting-related expenses ar e approximately RMB42.4 million (HK$48.7 million), +comprising (a) fees and expenses of legal advisors and accountants of approximately RMB24.7 +million (HK$28.4 million) and (b) other fees and exp enses of approximately RMB17.7 million +(HK$20.3 million). As of December 31, 2025, we i ncurred a total of RMB25.4 million (HK$29.2 +million) in listing expenses, among which RMB22.0 million (HK$25.4 million) was recognized in our +statement of profit or loss, and RMB3.4 million ( HK$3.9 million) was directly attributable to the +issue of Shares and will be deducted from equity upon the Listing. +We estimate that additional listing expens es of approximately RMB32.9 million (HK$37.8 +million) (including underwriting commission s of approximately RMB15.9 million (HK$18.3 +million), assuming the Over-allotment Option is n ot exercised and based on the Offer Price of +HK$11.2 per Offer Share (being the mid-point of the O ffer Price range stated in this prospectus)) will +be incurred by our Company, approximately RM B15.7 million (HK$18.1 million) of which is +expected to be charged to our statements of pr ofit or loss, and approximately RMB17.1 million +(HK$19.7 million) of which is expected to be deduc ted from equity upon the Listing. Our listing +expenses as a percentage of gross proceeds is 16.5%, assuming an Offer Price of HK$11.2 per Share +FINANCIAL INFORMATION +–2 6 3– + + +--- page 273 --- +(being the mid-point of the Offer Price range state d in this prospectus) and that the Over-allotment +Option is not exercised. The listing expenses above a re the latest practicable estimate for reference +only, and the actual amount may differ from this estimate. +UNAUDITED PRO FORMA STATEMENT OF AD JUSTED CONSOLIDATED NET TANGIBLE +ASSETS +For details of our unaudited pro forma statement of adjusted consolidated net tangible assets, +please see ‘‘A. Unaudited Pro Forma Statement of Adjusted Consolidated Net Tangible Assets of the +Group attributable to owners of the Company’’ in Appendix II to this prospectus. +NO MATERIAL ADVERSE CHANGE +Our Directors confirm that, up to the date of this prospectus there had been no material +adverse change in our financial or trading positi on, operational or prospects since December 31, +2025, being the latest balance sheet date of our conso lidated financial statements in the Accountants’ +Report in Appendix I to this prospectus. +DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES +Our Directors confirm that, as of the Latest Practicable Date, there was no circumstance that +would give rise to a disclosure requirement und er Rules 13.13 to 13.19 of the Listing Rules. +FINANCIAL INFORMATION +–2 6 4– + + +--- page 274 --- +FUTURE PLANS AND PROSPECTS +See ‘‘Business — Our Strategies’’ for a det ailed description of our future plans. +USE OF PROCEEDS +We estimate that we will receive net proceeds from the Global Offering of approximately +HK$338.6 million, after deducting underwriting co mmissions, fees and estimated expenses payable +by us in connection with the Global Offering, and assuming the Over-allotment Option being not +exercised and an Offer Price of HK$11.20 per H Share , which is the mid-point of the indicative Offer +Price range stated in this prospectus. If the Offe r Price is set at HK$13.06 per H Share, which is the +high end of the indicative Offer Price range, the n et proceeds from the Global Offering will increase +by approximately HK$64.53 million. If the Offer P rice is set at HK$9.33 per H Share, which is the +low end of the indicative Offer Price range, the n et proceeds from the Global Offering will decrease +by approximately HK$64.53 million. +Assuming an Offer Price at the mid-point of the Offering Price range and that the +Over-allotment Option is not exercised, we currently intend to apply these net proceeds for the +following purposes: +➢ 33.7%, or approximately HK$114.0 million, will be used for the research and +development of our product candidates. See ‘‘Business — Our Strategies — Rapidly +advance the development of human antiserum p roduct pipeline.’’ Specifically, we plan to +allocate: +. 8.2%, or approximately HK$27.7 million, to the research and development of +agkistrodon halys antivenom, which will be used for the planned clinical trials. +Specifically, we expect to initiate a Phas e II clinical trial in June 2026, which is +anticipated to be completed by the end of 2026. See ‘‘Business — Our Products and +Services — Our Pipeline Products Und er Development — Snake Antivenom +Candidates’’; +. 8.2%, or approximately HK$27.7 million, to the research and development of +agkistrodon acutus antivenom, which will be used for the planned clinical trials. +Specifically, we expect to initiate a Phase II clinical trial in the third quarter of 2026, +which is anticipated to be completed b y the end of 2027. See ‘‘Business — Our +Products and Services — Our Pipeline P roducts Under Development — Snake +Antivenom Candidates’’; +. 6.3%, or approximately HK$21.4 million, to the research and development of +polyvalent snake antivenom, which will be used for (i) the ongoing process research +which we expect to complete in 2027, (ii) th e planned preclinical studies and (iii) a +planned Phase I clinical trial. See ‘‘Bus iness — Our Products and Services — Our +Pipeline Products Under Development — Snake Antivenom Candidates’’; +. 6.3%, or approximately HK$21.3 million, to th e research and development of equine +rabies immunoglobulin F(ab’) +2, which will be used for (i) the ongoing process +research which we expect to complete in 2027, (ii) preclinical studies and (iii) a +planned Phase I clinical trial. See ‘‘Bus iness — Our Products and Services — Our +Pipeline Products Under Development — E quine Rabies Immunoglobulin F(ab’) 2 +Candidate’’; and +. 4.7%, or approximately HK$15.8 million, to the research and development of other +antiserum product candidates, inclu ding human antiserum products for RSV +infections and antibiotic-resi stant bacterial infections. +➢ 31.4%, or approximately HK$106 .4 million, will be used for construction and expansion +of new facilities and production lines. See ‘‘Bu siness — Our Strategies — Further enhance +our full-industry-chain capabilities.’’ Specifically: +. 7.6%, or approximately HK$25.9 million, will be used for the construction of a new +biotechnology complex in Ji’an, Jiangxi Province, comprising a new +commercial-scale manufacturing facility and a new R&D and pilot-scale +manufacturing facility, mainly to support t he clinical trials and commercialization +FUTURE PLANS AND USE OF PROCEEDS +–2 6 5– + + +--- page 275 --- +of our human antiserum product candidat es, especially snakebite antivenoms and +equine rabies immunoglobulin F(ab’) 2. We plan to commence construction of the +new commercial-scale manufacturing fa cility in 2026 and anticipate to complete +construction in 2028; +. 6.3%, or approximately HK$21.2 million, will be used for the construction of a new +PMSG production line in Chifeng, Inner Mongolia to comply with EU GMP +standards, which we expect to complete in 2026; +. 7.6%, or approximately HK$25.7 million, w ill be used for the construction of new +production lines in Chifeng, Inner Mongo lia for our veterinary anti-infective +product candidates, including bursal peptide injection, pig spleen transfer factor and +rPoIFN- α. We expect the new production lines of bursal peptide injection and pig +spleen transfer factor to complete constr uction in 2026 and the new production line +of rPoIFN- α to complete construction in 2028. +. 9.9%, or approximately HK$33.6 million, w ill be used for as follows: (i) HK$13.1 +million for the expansion of our existing ho rse breeding base in Zhangye, Gansu; (ii) +HK$1.5 million for purchases of equipme nt for our horse breeding base; (iii) +HK$14.9 million for purchases of additiona l horses to meet the increased demands +for equine plasma resulting from the future growth of our business and (iv) HK$4.1 +million for recruiting additional employees for the operations of our horse breeding +base. +Expanding our horse breeding base and purc hases of additional horses are essential +to support the development and commerc ialization of our product pipeline. +Research, development and production of Human TAT, agkistrodon halys +antivenom, agkistrodon acutus antivenom, polyvalent snake antivenom, equine +rabies immunoglobulin F(ab’) +2, veterinary tetanus antitoxin and PMSG rely on +equine plasma which we intend to produce substantially in-house. The newly added +horses is expected to increase our annual production capacity of equine plasma of +approximately 100 million mL. +Specifically, for the production of pregnan t mare plasma, additional facilities such as +rearing pens, observation p ens, reserve pens and plasma collection stations are +required in proportion to the increased number of horses, along with supporting +service areas for horses available for pl asma collection. Based on standard farm +layout designs, these pens are typically a rranged in a dispersed manner. Therefore, +once production enters a regular phase, horses will not be concentrated in a single +area. Therefore, construction of additional horse pens and plasma collection stations +are needed, and we plan to commence construction in 2026, with an estimated +construction period of approximately 18 months. +The table below sets forth the number of horses to be purchased each year based on +our current estimation, which is subject to changes based on our actual needs and +market conditions at the relevant time: +2026 2027 2028 2029 Total +Number of horses 1,100 1,400 500 500 3,500 +➢ 15.7%, or approximately HK$53.3 million, will be used for the upgrades and optimization +of our technologies and processes, including: +. 7.3%, or approximately HK$24.8 million, will be used for the integration of +innovative technologies, including oct anoic acid purification, ion exchange +chromatography or pathogen-specific a ffinity chromatography, into our new +production lines to continue to improve our antiserum preparation processes, and +FUTURE PLANS AND USE OF PROCEEDS +–2 6 6– + + +--- page 276 --- +removing impurity proteins to further enhance the purity in manufacturing process, +thereby minimizing the potential adverse reactions and improving overall safety. +This initiative is expected to be substantially completed in 2028; +. 4.1%, or approximately HK$13.9 million, will be used for the scaling up of +innovative antigen development and te sting technologies in our new R&D and +pilot-scale manufacturing facility to support our development of new antiserum +products and, in the future, active immun ization products, enabling us to develop +specific antigens at a much quicker pace with greater safety and precision, in +response to emerging infectious diseases. This initiative is expected to be +substantially completed in 2028; +. 4.3%, or approximately HK$14.5 million, w ill be used for construction of a new +research and development center in Shenzhen, to explore opportunities to develop +new product candidates and recruit additional project managers, research assistants, +quality assurance and quality control personn el, and administrative staff to facilitate +its operation. We expect such new research and development center to commence +operations in 2028. +➢ 10.3%, or approximately HK$35.0 million, will be used for the reinforcement of our sales +and marketing capabilities, including: +. 4.7%, or approximately HK$16.0 million, will be used for recruitment of additional +sales and marketing personn el and conducting academic marketing activities for our +human pharmaceutical products; +. 5.6%, or approximately HK$19.0 million, will be used for recruitment of additional +sales and marketing personn el and conducting academic marketing activities for our +veterinary pharmaceutical products. +We plan to recruit additional sales personn el primarily for (i) academic marketing +activities to promote rational and standardized clinical use of our Human TAT to +further enhance our brand image and deepen our market penetration; and (ii) +preliminary market research and channel p lanning for upcoming product launches. +The table below sets forth the number of sales and marketing employees to be +recruited each year based on our current estimation, which is subject to changes +based on our actual needs and market conditions at the relevant time: +2026 2027 2028 2029 Total +Sales and marketing employees +for human pharmaceutical +products 15 15 20 25 75 +Sales and marketing employees +for veterinary pharmaceutical +products 20 25 30 30 105 +➢ 8.8%, or approximately HK$29.9 million, will be used for general working capital and +general corporate purposes. +The above allocation of the net proceeds from the Global Offering will be adjusted on a pro +rata basis in the event that the Offer Price is fi xed at a higher or lower level compared to the +mid-point of the indicative Offer Pri ce range stated in this prospectus. +If the Over-allotment Option is exercised in fu ll, the net proceeds that we will receive will be +approximately HK$396.7 million, assuming an Offe r Price of HK$11.20 per H Share (being the +mid-point of the indicative Offer Price range). I n the event that the Over-allotment Option is +exercised in full, we intend to apply the additional net proceeds to the above purposes in the +proportions stated above. +FUTURE PLANS AND USE OF PROCEEDS +–2 6 7– + + +--- page 277 --- +To the extent that the net proceeds from the Global Offering are not immediately applied to the +above purposes and to the extent permitted by app licable law and regulati ons, we will only deposit +such funds in short-term interes t-bearing accounts at licensed c ommercial banks and/or other +authorized financial institutions (as defined under the Securities and Futures Ordinance or the +applicable laws and regulations in other jurisdict ions). We will issue an appropriate announcement if +there is any material change to the above use of proceeds. +FUTURE PLANS AND USE OF PROCEEDS +–2 6 8– + + +--- page 278 --- +HONG KONG UNDERWRITERS +China International Capital Corpo ration Hong Kong Se curities Limited +China Merchants Securities (HK) Co., Limited +Futu Securities International (Hong Kong) Limited +Guosen Securities (HK) Brokerage Company, Limited +CMBC Securities Company Limited +Arta Asset Management Limited +UNDERWRITING +This prospectus is published solely in conn ection with the Hong Kong Public Offering. The +Hong Kong Public Offering is fully underwritten b y the Hong Kong Underwriters on a conditional +basis. The International Offering is expected to be fully underwritten by the International +Underwriters subject to the terms and condition s of the International Underwriting Agreement. +If, for any reason, the Offer Price is not agreed between the Joint Overall Coordinators (for +themselves and on behalf of the Underwriters) and our Company, the Global Offering will not +proceed and will lapse. +The Global Offering comprises the Hong Kong Public Offering of initially 3,623,500 Hong +Kong Offer Shares and the International Offering of initially 32,611,000 International Offer Shares, +subject, in each case, to reallocation on the basis as described in ‘‘Structure of the Global Offering’’ +as well as to the Over-allotment Option in the case of the International Offering. +UNDERWRITING ARRANGEMENTS AND EXPENSES +Hong Kong Public Offering +Hong Kong Underwriting Agreement +Pursuant to the Hong Kong Underwriting Agre ement, we are offering the Hong Kong Offer +Shares (subject to adjustment) for subscription by the public in Hong Kong in accordance with the +terms and conditions of this prospectus and the Hong Kong Underwriting Agreement at the Offer +Price. +Subject to (a) the Stock Exchange granting approval for the listing of, and permission to deal +in, the H Shares in issue and to be issued as mentioned in this prospectus (including the additional H +Shares which may be issued pursuant to the exerci se of the Over-allotment Option) on the Main +Board of the Stock Exchange and such approval not having been withdrawn and (b) certain other +conditions set forth in the Hong Kong Underwr iting Agreement (including the Joint Overall +Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and our Company +agreeing upon the Offer Price) being satisfied (or, as the case may be, waived), the Hong Kong +Underwriters have agreed severally but not jointl y to procure subscribers for, or themselves to +subscribe for, their respective applicable portions of the Hong Kong Offer Shares in aggregate, now +being offered which are not taken up under the Hong Kong Public Offering on the terms and +conditions of this prospectus and the Hong Kong Underwriting Agreement. +The Hong Kong Underwriting Agreement is conditional on and subject to, among other things, +the International Underwriting Agreement having been executed and becoming unconditional and +not having been terminated in accordance with its terms. +UNDERWRITING +–2 6 9– + + +--- page 279 --- +Grounds for termination +The Joint Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) +and the Joint Sponsors may, in their sole and absolute discretion and upon giving notice in writing to +our Company, terminate the Hong Kong Underwriting Agreement with immediate effect at any time +prior to 8 : 00 a.m. on the Listing Date: +(1) there develops, occurs, exists or comes into force: +(a) any new law or regulation or any change or development involving a prospective +change or any event or series of events or circumstances likely to result in a change +or a development involving a prospective cha nge in existing laws or regulations, or +the interpretation or application thereof by any court or any competent Authority +(as defined below) in or affecting Hon g Kong, the PRC, the United States and +Philippines, or other jurisdictions rele vant to our Group or the Global Offering +(each a ‘‘Relevant Jurisdiction ’’ and collectively, the ‘‘Relevant Jurisdictions ’’); or +(b) any change or development involving a prospective change, or any event or series of +events or circumstances likely to result i n a change or prospective change, in any +local, national, regional or international financial, political, military, industrial, +economic, fiscal, legal, regulatory, c urrency, credit or market conditions or +sentiments, Taxation, equity securities or currency exchange rate or controls or +any monetary or trading settlement system, or foreign investment regulations +(including, without limitation, a devaluati on of the Hong Kong dollar, United States +dollar or Renminbi against any foreign currencies, a change in the system under +which the value of the Hong Kong dollar is linked to that of the United States dollar +or the Renminbi is linked to any foreign currency or currencies) or other financial +markets (including, without limitation, co nditions and sentiments in stock and bond +markets, money and foreign exchange mar kets, the inter-bank markets and credit +markets) in or affecting any Relevant Jurisd ictions, or affecting an investment in the +Offer Shares; or +(c) any event or series of events, or circumstances in the nature of force majeure +(including, without limitation, any acts of g overnment, declaration of a regional, +national or international emergency or wa r, calamity, crisis, economic sanctions, +strikes, labor disputes, other industrial act ions, lock-outs, fire, explosion, flooding, +tsunami, earthquake, volcanic eruption, civil commotion, riots, rebellion, public +disorder, paralysis in government oper ations, acts of war, epidemic, pandemic, +outbreak or escalation, mutation or aggravat ion of diseases, accident or interruption +or delay in transportation, local, nation al, regional or international outbreak or +escalation of hostilities (whether or not war is or has been declared), act of god or act +of terrorism (whether or not responsibility has been claimed)) in or affecting any of +the Relevant Jurisdictions; or +(d) the imposition or declaration of any morat orium, suspension or limitation (including +without limitation, any imposition of or r equirement for any minimum or maximum +price limit or price range) on (i) the trading in shares or securities generally on the +Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange, the +Tokyo Stock Exchange, the Singapore Stock Exchange, the New York Stock +Exchange, the NASDAQ Global Market or the London Stock Exchange; or (ii) the +trading in any securities of our Company listed or quoted on a stock exchange or an +over-the-counter market; or +(e) the imposition or declaration of any gene ral moratorium on banking activities in or +affecting any of the Relevant Jurisdictio ns or any disruption in commercial banking +or foreign exchange trading or securities se ttlement or clearing services, procedures +or matters in or affecting any of the Relevant Jurisdictions; or +UNDERWRITING +–2 7 0– + + +--- page 280 --- +(f) other than with the prior written consent of the Joint Overall Coordinators, the issue +or requirement to issue by our Company of a supplement or amendment to the +Prospectus or other documents in connection with the offer and sale of the Offer +Shares pursuant to the Companies (Winding Up and Miscellaneous Provisions) +Ordinance or the Listing Rules or upon any requirement or request of the Stock +Exchange and/or the SFC; or +(g) the commencement by any administrative, governmental, legislative or regulatory +commission, board, body, authority o r agency, or any stock exchange, +self-regulatory organization or other non-governmental regulatory authority, or +any court, tribunal or arbitrator, in each case whether national, central, federal, +provincial, state, regional, municipal, lo cal, domestic, foreign or supranational, +including, without limitation, the CSRC, the Stock Exchange and the SFC +(‘‘Authority ’’) or other regulatory or political body or organization of any public +action or investigation against a member of our Group or a director, supervisor or +senior management member of any member of our Group or announcing an +intention to take any such action; or +(h) the imposition of sanctions or export controls in whatever form, directly or +indirectly, on any member of our Group or any of the Controlling Shareholders or +by or on any Relevant Jurisdiction, or th e withdrawal of trading privileges which +existed on the date of the Hong Kong Underwriting Agreement, in whatever form, +directly or indirectly, by, or for, any Relevant Jurisdiction; or +(i) any valid demand by creditors for payment or repayment of indebtedness of any +member of our Group or in respect of which any member of our Group is liable prior +to its stated maturity; or +(j) any non-compliance of the prospectus (or any other documents used in connection +with the contemplated offeri ng, allotment, issue, subscription or sale of any of the +Offer Shares), the CSRC filings or any aspect of the Global Offering with the Listing +Rules or any other applicable Laws; or +(k) any litigation, dispute, legal action or claim or regulatory or administrative +investigation or action being threatened, instigated or announced against any +member of our Group or any C ontrolling Shareholder or any Director or senior +management member of our Company as named in the prospectus; or +(l) any contravention by any member of our Group or any Director of the Listing Rules +or applicable Laws; or +(m) any change or prospective change, or a materialization of, any of the risks set out in +the section headed ‘‘Risk Factors’’ in the prospectus, +which, in any such case individually or in the a ggregate, in the sole and absolute opinion +of the Joint Sponsors and the Joint Overall Coordinators (for themselves and on behalf of +the Hong Kong Underwriters): +(i) has or will or may have a material adverse effect, whether directly or indirectly, on +the assets, liabilities, business, general affa irs, management, pro spects, shareholders’ +equity, profits, losses, results of operati ons, position or condition, financial or +otherwise, or performance of our Company or our Group as a whole; +(ii) has or will or may have a material adverse effect on the success of the Global +Offering or the level of applications under the Hong Kong Public Offering or the +level of indications of interest under the International Offering; or +(iii) makes or will make or may make it impra cticable, inadvisable, inexpedient or +incapable for any material part of the Ho ng 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 th e delivery or distribution of the Offer +Shares on the terms and in the manner contemplated by the offering documents; or +UNDERWRITING +–2 7 1– + + +--- page 281 --- +(iv) has or will or may have the effect of making any part of the Hong Kong +Underwriting Agreement (in cluding underwriting) incapable of performance in +accordance with its terms or preventing the processing of applications and/or +payments pursuant to the Global Offering or pursuant to the underwriting thereof; +or +(2) there has come to the notice of the Joint Sponsors and the Joint Overall Coordinators (for +themselves and on behalf of the Hong Kong Underwriters) that: +(a) any statement contained in any of the o ffering documents, the CSRC filings and/or +any notices, announcements, advertisements, communications or other documents +issued or used by or on behalf of our Company in connection with the Hong Kong +Public Offering (including any supplement or amendment thereto) (the ‘‘ Global +Offering Documents ’’) was, when it was issued, or has become untrue, incorrect, +inaccurate in any respect or misleading; or that any estimate, forecast, expression of +opinion, intention or expectation contai ned in any such documents, was, when it was +issued, or has become unfair or misleading in any respect or based on untrue, +dishonest or unreasonable assumptions or given in bad faith; or +(b) any matter has arisen or has been discovered which would, had it arisen or been +discovered immediately before the date of the prospectus, constitute a material +omission or misstatement in any Global Offering Documents; or +(c) any breach of, or any event or circumstance rendering untrue or incorrect or +misleading in any respect, any of the repres entations, warranties and undertakings +given by our Company or the Controlling Shareholders in the Hong Kong +Underwriting Agreement or the Intern ational Underwrit ing Agreement; or +(d) any event, act or omission which gives rise or is likely to give rise to any liability of +any of the Indemnifying Parties (as defined in the Hong Kong Underwriting +Agreement) pursuant to the indemnities in the Hong Kong Underwriting Agreement; +or +(e) any breach of any of the obligations or undertakings imposed upon our Company or +any party to the Hong Kong Underwriting Agreement, the International +Underwriting Agreement or the Cornerstone Investment Agreement (as +applicable); or +(f) there is any change or development involv ing a prospective change, constituting or +having a material adverse effect or any dev elopment involving a prospective material +adverse effect, on the profits, losses, results o f operations, assets, liabilities, general +affairs, business, manageme nt, performance, prospects, shareholders’ equity, +position or condition (financial, trading or otherwise) of our Group, taken as a +whole (‘‘Material Adverse Effect ’’); or +(g) that the chairman of the Board, any Director or any member of senior management +of our Company named in the prospectus seeks to retire, or is removed from office or +vacating his/her office; or +(h) any Director or any member of senior management of our Company named in the +prospectus is being charged with an indictable offence or prohibited by operation of +law or otherwise disqualified from tak ing part in the management or taking +directorship of a company; or +(i) any certificate given by our Company or any of its respective officers to the Joint +Overall Coordinators under or in connection with the Hong Kong Underwriting +Agreement or the Global Offering is false or misleading in any respect; +(j) our Company withdraws the prospectu s (and/or any other documents used in +connection with the subscription or sal e of any of the Offer Shares pursuant to the +Global Offering) or the Global Offering; or +(k) that the approval by the Listing Committee of the listing of, and permission to deal +in, the H Shares in issue and to be issued pursuant to the Global Offering (including +pursuant to any exercise of the Over-allo tment Option) is refused or not granted, +UNDERWRITING +–2 7 2– + + +--- page 282 --- +other than subject to customary conditions, on or before the Listing Date, or if +granted, the approval is subsequently withdrawn, cancelled, qualified (other than by +customary conditions), revoked or withheld; or +(l) any of the experts named in the prospectus (other than any of the Joint Sponsors) +has withdrawn its consent to the issue of the prospectus with the inclusion of its +reports, letters and/or legal opinions (as the case may be) and references to its name +included in the form and context in which it respectively appears; or +(m) any prohibition on our Company for whatever reason from offering, allotting, +issuing or selling any of the Offer Share s pursuant to the terms of the Global +Offering; or +(n) any person (other than the Joint Sponsors and the Joint 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 +(o) an order or petition is presented for the winding-up or liquidation of any member of +our Group, or any member of our Group makes any composition or arrangement +with its creditors or enters into a scheme o f arrangement or any resolution is passed +for the winding-up of any member of our Group or a provisional liquidator, receiver +or manager is appointed over all or part of the assets or undertaking of any member +of our Group or anything analogous thereto occurs in respect of any member of our +Group; or +(p) (A) the notice of acceptance of the CS RC filings issued by the CSRC and/or the +results of the CSRC filings published o n the website of the CSRC is rejected, +withdrawn, revoked or invalidated; or (B) other than with the prior written consent +of the Joint Overall Coordinators, the issu e or requirement to issue by our Company +of a supplement or amendment to the CSRC filings pursuant to the CSRC Rules or +upon any requirement or request of the CSRC; or (C) any non-compliance of the +CSRC filings with the CSRC Rules or any other applicable Laws; or +(q) that (i) a material portion of the orders placed or confirmed in the bookbuilding +process or (ii) any investment commitment made by any cornerstone investor under +the Cornerstone Investment Agreement signed with such Cornerstone Investor, has +been withdrawn, terminated or cancelled. +Undertakings to the Stock Exchange pursuant to the Listing Rules +Undertakings by our Company +Pursuant to Rule 10.08 of the Listing Rules, we have undertaken to the Stock Exchange that, +n of u r t h e rs h a r e so rs e c u r i t i e sc o n v e r t i b l ei n t oe quity securities of our Company (whether or not of a +class already listed) may be issued or sold or transf erred out of treasury or form the subject of any +agreement to such an issue, or sale or transfer out of treasury within six months from the date on +which securities of our Company first commence dealing on the Stock Exchange (whether or not +such issue of Shares or securities, or sale or transfer of treasury shares will be completed within six +months from the commencement of dealing), except for (a) the issue of Shares or securities pursuant +to the Global Offering (including the exercis e of the Over-allotment Option), or (b) for +circumstances permitted under Rule 10.08 of the Listing Rules. +Undertakings by the Con trolling Shareholders +Pursuant to Rule 10.07 of the Listing Rules, each of the Controlling Shareholders has +undertaken to the Stock Exchan ge and our Company that, except pursuant to the Global Offering +(including the Over-allotment Option), she/it will not and will procure that the relevant registered +holder(s) will not, either directly or indirectly: +(a) in the period commencing on the date by re ference to which disclosure of her/its +shareholding in our Company is made in this prospectus and ending on the date which is +six months from the Listing Date (the ‘‘ First Six-Month Period ’’), dispose of, nor enter +UNDERWRITING +–2 7 3– + + +--- page 283 --- +into any agreement to dispose of or otherwise create any options, rights, interests or +encumbrances in respect of, any of the securities of our Company in respect of which is +shown by the prospectus to be the beneficial owner; and +(b) in the period of six months commencing on the date on which the period referred to in +paragraph (a) above expires, dispose of, nor enter into any agreement to dispose of or +otherwise create any options, rights, inter ests or encumbrances in respect of, any of the +securities referred to in paragraph (a) abov e if, immediately following such disposal or +upon the exercise or enforcement of such options , rights, interests or encumbrances, she/it +would cease to be a ‘‘controllin g shareholder’’ (as defined in the Listing Rules) of our +Company. +Pursuant to Note 3 to Rule 10.07(2) of the Listin g Rules, each of the Controlling Shareholders +has undertaken to the Stock Exchange and our Company that, within the period commencing on the +date by reference to which disclosure of her/its shareholding in our Company is made in this +prospectus and ending on the date which is 1 2 months from the Listing Date, she/it will: +(a) when she/it pledges or charges any securities of our Company beneficially owned by her/it +in favor of any authorized institution (as de fined in the Banking Ordinance (Chapter 155 +of the Laws of Hong Kong)) pursuant to Note 2 to Rule 10.07(2) of the Listing Rules for a +bona fide commercial loan, immediately inf orm our Company of such pledge or charge +together with the number of the secu rities so pledged or charged; and +(b) when she/it receives indications, either verbal or written, from the pledgee or chargee that +any of the pledged or charged securities will be disposed of, immediately inform our +Company of such indications. +Our Company will inform the Stock Exchange as soon as we have been informed of the matters +referred to in paragraphs (i) and (ii) above by any of the Controlling Shareholders and subject to the +then applicable requirements of the Listing Rule s disclose such matters by way of an announcement. +Undertakings pursuant to the Hong Kong Underwriting Agreement +Undertakings by our Company +Our Company, has undertaken to each of the Joint Sponsors, the Sponsor-Overall +Coordinators, the Joint Overall Coordinators, th e Joint Global Coordinators, the Capital Market +Intermediaries, the Joint Bookr unners, the Joint Lead Managers and the Hong Kong Underwriters +that except pursuant to the Global Offering (including pursuant to the Over-allotment Option), at +any time after the date of the Hong Kong Underwriting Agreement up to and including the date +falling six months after the Listing Date, our Compa ny will not, without the prior written consent of +the Joint Sponsors and the Joint Overall Coordinators (for themselves and on behalf of the Hong +Kong Underwriters) and unless in compliance w ith the requirements of the Listing Rules: +(a) allot, issue, sell, accept subscription for, o ffer to allot, issue or sell, contract or agree to +allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or sell any +option, warrant, contract or right to subscribe for or purchase, grant or purchase any +option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose of +or create an Encumbrance over, or agree to transfer or dispose of or create an +Encumbrance (as defined in the Hong Kong Underwriting Agreement) over, either +directly or indirectly, conditionally or unconditionally, or repurchase, any legal or +beneficial interest in the share capital or any other securities of our Company or any +interest in any of the foregoing (including, wi thout limitation, any securities convertible +into or exchangeable or exercisable for or that represent the right to receive, or any +warrants or other rights to purc hase any share capital or other securities of our Company, +as applicable), or deposit any share capital or other securities of our Company, as +applicable, with a deposita ry in connection with the issue of depositary receipts; or +(b) enter into any swap or other arrangement t hat transfers to another, in whole or in part, +any of the economic consequences of ownership (legal or beneficial) of the H Shares or +any other securities of our Company, or any interest in any of the foregoing (including, +UNDERWRITING +–2 7 4– + + +--- page 284 --- +without limitation, any securities convertib le into or exchangeable or exercisable for or +that represent the right to receive, or any warrants or other rights to purchase, any H +Shares); or +(c) enter into any transaction with the same eco nomic effect as any transaction described in +sub-paragraph (a) or (b) above; or +(d) offer to or agree to do any of the foregoing s pecified in sub-paragraph (a), (b) or (c) or +announce any intention to do so, +in each case, whether any of the foregoing transacti ons is to be settled by delivery of share capital or +such other securities, in cash or otherwise (whet her or not the issue of such share capital or other +securities will be completed within the First Six Month Period). +Our Company further agrees that, in the event our Company is allowed to enter into any of the +transactions described in sub-paragraph (a), (b) or (c) above or offers to or agrees to or announces +any intention to effect any such transaction duri ng the period of six months commencing on the date +on which the First Six Month Period expires (the ‘‘ Second Six Month Period ’’), our Company will +take all reasonable steps to ensure that such an issue or disposal will not, and no other act of our +Company will, create a disorderly or false mark et for any H Shares or other securities of our +Company. +The Controlling Sharehold ers have undertaken to each of the Joint Sponsors, the +Sponsor-Overall Coordinators, th e Joint Overall Coordinators, the Joint Global Coordinators, the +Capital Market Intermediaries, the Joint Bookru nners, the Joint Lead Managers and the Hong Kong +Underwriters that it/she shall procure our Co mpany to comply with the undertakings in this +paragraph. +Undertakings by the Con trolling Shareholders +Each of the Controlling Shareholders hereby u ndertakes to each of our Company, the Joint +Sponsors, the Sponsor-Overall Coordinators, the Joint Overall Coordinators, the Joint Global +Coordinators, the Capital Market Intermediaries, the Joint Bookr unners, the Joint Lead Managers +and the Hong Kong Underwriters that, without the prior written consent of the Joint Sponsors and +the Joint Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and +unless in compliance with the requ irements of the Listing Rules: +(a) it/she will not, and will procure that the relevant registered holder(s), any nominee or +trustee holding on trust for it/her and the co mpanies controlled by i t/her will not, at any +time during the First Six Month Period, (i) sell, offer to sell, accept subscription for, +contract or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant +or sell any option, warrant, contract or right to purchase, grant or purchase any option, +warrant, contract or right to sell, or othe rwise transfer or dispose of or create an +Encumbrance over, or agree to transfer or d ispose of or create an encumbrance over, +either directly or indirectly, conditiona lly or unconditionally, any H Shares or other +securities of our Company or any interest t herein (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 H Shares or any such other +securities, as applicable or any interest in any of the foregoing), or deposit any H Shares +or other securities of our Company with a depositary in connection with the issue of +depositary receipts, or (ii) enter into any swap or other arrangement that transfers to +another, in whole or in part, any of the economic consequences of ownership (legal or +beneficial) of any H Shares or other securities of our Company or any interest therein +(including, without limitation, any securities convertible into or exchangeable or +exercisable for or that represent the right to receive, or any warrants or other rights to +purchase, any H Shares or any such other securities, as applicable or any interest in any of +the foregoing), or (iii) enter into any transaction with the same economic effect as any +transaction specified in this sub-paragraph ( a)(i) or (ii) above, or (iv) offer to or agree to +or announce any intention to effect any transac tion specified in this sub-paragraph (a)(i), +UNDERWRITING +–2 7 5– + + +--- page 285 --- +(ii) or (iii) above, in each case, whether any of the transactions specified in this +sub-paragraph (a)(i), (ii) or (iii) above is t o be settled by delivery of H Shares or other +securities of our Company or in cash or otherwise, and whether or not the transactions +will be completed within the First Six Month Period; and +(b) it/she will not, during the Second Six Month Period, enter into any of the transactions +specified in the sub-paragraph (a) (i), (ii) or (iii) above or offer to or agree to contract to +or publicly announce any intention to effect any such transaction if, immediately +following any sale, transfer or disposal or upon the exercise or enforcement of any option, +right, interest or encumbrance pursuan t to such transaction, it will cease to be a +Controlling Shareholder of our Company or a member of a group of the Controlling +Shareholders of our Company or would togeth er with the other Controlling Shareholders +cease to be ‘‘Controlling Shareho lders’’ of our Company; and +(c) until the expiry of the Second Six Month Period, in the event that it enters into any of the +transactions specified in the sub-paragraph ( a) (i), (ii) or (iii) or offer to or agrees to or +contract to or publicly announce any intention to effect any such transaction, it/she will +take all reasonable steps to ensure that such a d isposal will not create a disorderly or false +market in the securities of our Company. +The restrictions in this paragraph shall not prevent the Controlling S hareholders from (i) +purchasing additional H Shares or other securities of our Company and disposing of such additional +HS h a r e so rs e c u r i t i e so fo u rC o m p a n yi na c c o r d a n c ewith the Listing Rules, provided that any such +purchase or disposal does not contravene the lock-up arrangements with the Controlling +Shareholders referred to in this paragraph or the compliance our Company with the requirements +in relation to the public float and free float under the Listing Rules, and (ii) using the H Shares or +other securities of our Company or any interest therein beneficially owned by them as security +(including a charge or a pledge) in favor of an authorized institution (as defined in the Banking +Ordinance (Chapter 155 of the Laws of Hong Kong)) for a bona fide commercial loan, provided that +(a) the relevant Controlling Shareholder will imme diately inform our Company and the Joint Overall +Coordinators in writing of such pledge or charge together with the number of H Shares or other +securities of our Company so pledged or charged if and when it/she or the relevant registered +holder(s) pledges or charges any H Shares or other securities of our Company beneficially owned by +it/her, and (b) when the relevant Controlling Share holder receives indications, either verbal or +written, from the pledgee or chargee of any H Shares that any of the pledged or charged H Shares or +other securities of our Company will be disposed of, it/she will immediately inform our Company +and the Joint Overall Coordinators of such indications. +Our Company has undertaken to the Joint Sponsors, the Sponsor-Overall Coordinators, the +Joint Overall Coordinators, the Jo int Global Coordinators, the Cap ital Market Intermediaries, the +Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters that upon receiving +such information in writing from the Controlling S hareholders, we will, as soon as practicable and if +required pursuant to the Listing Rules, the SFO and /or any other applicable laws, notify the Stock +Exchange and/or other relevant authorities, and make a public disclosure in relation to such +information by way of an announcement. +Indemnity +Our Company and the Controlling Shareholder s have agreed to indemnify, among the others, +the Joint Sponsors, the Joint Overall Coordinators, the Joint Global Coordinators, the Joint +Bookrunners, the Joint Lead Managers and the Ho ng Kong Underwriters for certain losses which +they may suffer, including, amongs t others, losses arising from their p erformance of their obligations +under the Hong Kong Underwriting Agreement and any breach by our Company of the Hong Kong +Underwriting Agreement. +UNDERWRITING +–2 7 6– + + +--- page 286 --- +Hong Kong Underwriters’ Interests in our Company +Except for their obligations under the Hong Kong Underwriting Agreement, the Hong Kong +Underwriters do(es) not have any shareholding interest in our Company or any right or option +(whether legally enforceable or not) to subscribe fo r or nominate persons to subscribe for securities +in our Company or any member of our Group. +Following the completion of the Global Offering, the Hong Kong Underwriters and their +affiliated companies may hold a certain porti on of the H Shares as a result of fulfilling their +obligations under the Hong Kong Underwriting Agreement. +International Offering +International Underwriting Agreement +In connection with the International Offeri ng, it is expected that we will enter into the +International Underwriting Agreement with the Controlling Shareholders, the Joint Overall +Coordinators, Joint Global Coordinators and the International Underwriters. Under the +International Underwriting Agreement, subject to the conditions set forth therein, the +International Underwriters woul d agree to purchase, or procure subscribers to purchase, the Offer +Shares being offered pursuant to the Internatio nal Offering (subject to, amongst others, any +reallocation between the International Offering and the Hong Kong Public Offering). It is expected +that the International Underwriting Agreemen t may be terminated on similar grounds as the Hong +Kong Underwriting Agreement. Potential investors are reminded that in the event that the +International Underwriting Agreement is not ent ered into, the Global Offering will not proceed. +Over-allotment Option +Our Company expects to grant to the International Underwriters, exercisable in whole or in +part by the Joint Overall Coordinators at their sole and absolute discretion (for themselves and on +behalf of the International Underwriters), the Over-allotment Option, which will be exercisable from +the Listing Date until 30 days after the last day for the lodging of applications under the Hong Kong +Public Offering, to require our Company to issue and allot, up to an aggregate of 5,435,000 H +Shares, representing no more than 15.0% of the ini tial Offer Shares, at the Offer Price under the +International Offering, to cover over-alloca tions in the International Offering, if any. +Commissions and Expenses +All of the Capital Market Intermediaries in the Global Offering will receive an underwriting +commission (the ‘‘ Fixed Fees ’’) at the rate of 3.0% of the aggregate gross proceeds from the Global +Offering (including any proceeds arising from e xercise of any Over-allotment Option) (the ‘‘ Gross +Proceeds ’’). In addition, our Company may, at our sole and absolute discretion, to pay any one or +more of Capital Market Intermediaries an incen tive fee of an aggregate of up to 1.5% of the Gross +Proceeds (the ‘‘ Discretionary Fees ’’). Assuming the Discretionary Fees are paid in full, the ratio of +Fixed Fees and Discretionary Fees payable to Cap ital Market Intermediaries is approximately +40.66 : 59.34 (based on low-end of the indicative O ffer Price range). For unsubscribed Hong Kong +Offer Shares reallocated to the In ternational Offering, we will pa y an underwriting commission at +the rate applicable to the International Offering and such commission will be paid to the relevant +International Underwriters and not the Hong Kong Underwriters. +The aggregate underwriting commis sions, incentive fee (if any), do cumentation fee, listing fees, +Stock Exchange trading fee and transaction levy, legal and other professional fees, and printing and +o t h e re x p e n s e si nr e l a t i o nt ot h eG l o b a lO f f e r i n gare estimated to amount to approximately HK$67.0 +million in total (based on the Offer Price of HK$11.20 per Offer Share, being the mid-point of the +indicative Offer Price range of HK$9.33 to HK$13.06 per Offer Share and assuming the +Over-allotment Option is not exercised), and are payable by our Company. +UNDERWRITING +–2 7 7– + + +--- page 287 --- +ACTIVITIES BY SYNDICATE MEMBERS +The underwriters of the Hong Kong Public Offeri ng and the International Offering (together, +the ‘‘Syndicate Members ’’) and their affiliates may each individu ally undertake a variety of activities +(as further described below) which do not form p art of the underwriting or stabilizing process. +The Syndicate Members and their affiliates are diversified financial institutions with +relationships in countries around the world. T hese entities engage in a wide range of commercial +and investment banking, brokerage, funds mana gement, 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 the ir 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 acti vities may involve or relate to assets, securities +and/or instruments of our Company and/or perso ns and entities with relationships with our +Company and may also include swaps and other fin ancial instruments entered into for hedging +purposes in connection with the Group’s loans and other debt. +In relation to the H Shares, those activities co uld include acting as agent for buyers and sellers +of the H Shares, entering into transactions with t hose buyers and sellers in a principal capacity, +proprietary trading in the H Shares, and entering into over the counter or listed derivative +transactions or listed and unlisted securities tra nsactions (including issuing securities such as +derivative warrants listed on a stock exchang e) which have as their underlying assets, assets +including the H Shares. Those activities may requir e hedging activity by those entities involving, +directly or indirectly, the buying and selling of t he H Shares. All such activity 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 H Shares , in baskets of securities or indices including the +H Shares, in units of funds that may purchase the H Shares, or in derivatives related to any of the +foregoing. +In relation to issues by Syndicate Members or th eir affiliates of any listed securities having the +H Shares as their underlying securities, whether on the Stock Exchange or on any other stock +exchange, the rules of the exchange may require the i ssuer of those securities (or one of its affiliates +or agents) to act as a market maker or liquidity prov ider in the security, and this will also result in +hedging activity in the H Shares in most cases. +All such activities may occur both during and a fter the end of the stabilizing period described in +the section headed ‘‘The Structure of the Global O ffering’’ in this prospectus. Such activities may +affect the market price or value of the H Shares, the liquidity or trading volume in the H Shares and +the volatility of the price of the H Shares, and the extent to which this occurs from day to day cannot +be estimated. +It should be noted that when engaging in any of these activities, the Syndicate Members will be +subject to certain restrictio ns, including the following: +. the Syndicate Members (other than the Stab ilizing Manager or any person acting for it) +must not, in connection with the distribution o f 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 marke t or otherwise, with a view to stabilizing or +maintaining the market price of any of the O ffer Shares at levels other than those which +might otherwise prevail in the open market; and +. the Syndicate Members must comply with all a pplicable laws and reg ulations, including +the market misconduct provisions of the SFO, in cluding the provisions prohibiting insider +dealing, false trading, price rigging and stock market manipulation. +UNDERWRITING +–2 7 8– + + +--- page 288 --- +Certain of the Syndicate Members or their resp ective affiliates have provided from time to time, +and expect to provide in the future, investment banking and other services to our Company and its +affiliates for which such Syndicate Members or thei r 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. +JOINT SPONSORS’ INDEPENDENCE +Each of the Joint Sponsors satisfies the independence criteria applicable to sponsors set out in +Rule 3A.07 of the Listing Rules. +UNDERWRITING +–2 7 9– + + +--- page 289 --- +THE GLOBAL OFFERING +This prospectus is published in connection wit h the Hong Kong Public Offering as part of the +Global Offering. The Global Offering comprises: +(1) the Hong Kong Public Offering of 3,623,500 H Shares (subject to adjustment as +mentioned below) for subscription by the public in Hong Kong as described in the +paragraph headed ‘‘— The Hong Kong Public Offering’’ below; and +(2) the International Offering of 32,611,00 0 H Shares (subject to reallocation and the +Over-allotment Option as mentioned belo w) outside the United States (including +professional and institutional investors within Hong Kong) in offshore transactions in +reliance on Regulation S or any other availabl e exemption from registration under the +U.S. Securities Act, as described in the parag raph headed ‘‘— the International Offering’’ +below. +Investors may apply for the Hong Kong Offer Shares under the Hong Kong Public Offering or +indicate an interest, if qualified to do so, for the International Offer Shares under the International +Offering, but may not do both. +The Offer Shares will represent approximately 11.75% of the enlarged issued share capital of +our Company immediately after completion of the Global Offering without taking into account the +exercise of the Over-allotment Option. If the Ove r-allotment Option is exercised in full, the Offer +Shares will represent approximately 13.28% of t he enlarged issued share capital of our Company +immediately after completion of the Global Offering and the exercise of the Over-allotment Option +as set out in ‘‘— The International Offering — Over-allotment Option’’ below. +References in this prospectus to applications, application monies or the procedure for +application relate solely to the Hong Kong Public Offering. +T h en u m b e ro fO f f e rS h a r e st ob eo f f e r e du n der the Hong Kong Public Offering and the +International Offering, respectively, may be subject to reallocation as described in ‘‘— The Hong +Kong Public Offering — Reallocation’’ below. +THE HONG KONG PUBLIC OFFERING +Number of Hong Kong Offer Shares Initially Offered +We are initially offering 3,623,500 H Shares for subscription by the public in Hong Kong at the +Offer Price, representing approximately 10.0% of the total number of the Offer Shares initially +available under the Global Offering. Subject to the reallocation of the Offer Shares between the +International Offering and the Hong Kong Pub lic Offering, the Hong Kong Offer Shares will +represent approximately 1.18% of the enlarged issued share capital of our Company immediately +following the completion of the Global Offeri ng (assuming the Over-allotment Option is not +exercised). +The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to +institutional and professional investors. Professi onal investors generally include brokers, dealers, +and companies (including fund managers) whose ordinary business involves dealing in shares and +other securities, and corporate entities which r egularly invest in shares and other securities. +Completion of the Hong Kong Public Offering is subject to the conditions as set forth in ‘‘— +Conditions of the Global Offering’’ below. +Allocation +Allocation of the Offer Shares to investors under the Hong Kong Public Offering will be based +solely on the level of valid applications received under the Hong Kong Public Offering. The basis of +allocation may vary, depending on the number of Hong Kong Offer Shares validly applied for by +applicants. Such allocation could, where appropriate, consist of balloting, which would mean that +STRUCTURE OF THE GLOBAL OFFERING +–2 8 0– + + +--- page 290 --- +some applicants may receive a higher allocation than the others who have applied for the same +number of the 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 the Offer Shares initially available under the +Hong Kong Public Offering (after taking into acco unt any allocation) is to be divided into two pools +(with any odd board lots being a llocated to Pool A): Pool A and Pool B. Accordingly, the maximum +number of Hong Kong Offer Shares initially in Pool A and Pool B will be 1,812,000 and 1,811,500, +respectively. The Hong Kong Offer Shares in Pool A will be allocated on an equitable basis to valid +applicants who have applied for Hong Kong Offer Shares with an aggregate subscription price of +HK$5 million (excluding the brokerage, SFC transac tion levy, AFRC transaction levy and the Stock +Exchange trading fee payable) or less. The Offer Shares in Pool B will be allocated on an equitable +basis to valid applicants who have applied for Offe r Shares with an aggregate subscription price of +more than HK$5 million (excluding the brokerage, S FC transaction levy, AFRC transaction levy +and the Stock Exchange trading fee payable) and up to the total value of Pool B. +Investors should be aware that applications in Pool A and applications in Pool B may receive +different allocation ratios. If the Hong Kong Offer Shares in one (but not both) of the pools are +under-subscribed, the surplus 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 this subsection only, the +‘‘price’’ for the Hong Kong Offer Shares means the price payable on application therein (without +regard to the Offer Price as finally determined). Applicants can onl y receive an allocation of the +Offer Shares from either Pool A or Pool B but not from both pools. +Multiple or suspected multiple applications an d any application for more than 1,811,500 Hong +Kong Offer Shares (being approximately 50% of the 3,623,500 Hong Kong Offer Shares initially +available under the Hong Kong Public Offering) are liable to be rejected. +Reallocation +The Offer Shares to be offered in the Hong Kong Public Offering and the International +Offering may, in certain circumstances, be reallocated as between these offerings at the discretion of +the Joint Overall Coordinators. Subject to the allocation cap described in the subsequent paragraph, +the Joint Overall Coordinators may in their discret ion reallocate Offer Shares from the International +Offering to the Hong Kong Public Offering to satisf y 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 reallo cated to the Hong Kong Public Offering will be +allocated between Pool A and Pool B and the numbe r of Offer Shares allocated to the International +Offering will be correspondingly reduced in such manner as the Joint Overall Coordinators deem +appropriate. In the event of reallocation of Offer Shares between the International Offering and the +Hong Kong Public Offering in the circumstances wh ere (a) the International Offer Shares are fully +subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed or +oversubscribed irrespective of the number of t imes; or (b) the International Offer Shares are +undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective +of the number of times, then up to 1,811,500 Offer Sha res may be reallocated from the International +Offering to the Hong Kong Public Offering, so tha t the total number of Offer Shares available for +subscription under the Hong Kong Public Offeri ng will increase up to 5,435,000 Offer Shares, +representing approximately 15% of the number of Offe r Shares initially available under the Global +Offering (before exercise of the Over-allotment Opt ion) and the final Offer Price shall be fixed at the +bottom end of the indicative price range (i.e. HK $9.33 per Offer Share) in accordance with Chapter +4.14 of the Guide for New Listing Applicants. In t he circumstance where the International Offer +STRUCTURE OF THE GLOBAL OFFERING +–2 8 1– + + +--- page 291 --- +Shares are fully subscribed or oversubscribed and the Hong Kong Offer Shares are undersubscribed, +there will be no reallocation from the Internation al Offering to the Hong Kong Public Offering, and +no over-allocation of H Shares to the Hong Kong Public Offering. +Given the initial allocation of the Offer Sha res to the Hong Kong Public Offering and the +International Offering follows M echanism B set out under paragraph 2 of Chapter 4.14 of the Guide +and the provision of Paragraph 4.2(b) of Practice Note 18 of the Listing Rules, no mandatory +clawback or reallocation mechanism is required t o increase the number of Offer Shares under the +Hong Kong Public Offering to a cer tain percentage of the total numb er of Offer Shares offered under +the Global Offering. +Details of any reallocation of Offer Shares b etween the Hong Kong Public Offering and the +International Offering will be disclosed in the re sults announcement of the Global Offering, which is +expected to be published on Monday, June 29, 2026. +Where the International Offer Shares are undersubscribed, if the Hong Kong Offer Shares are +also undersubscribed, the Global Offering will not proceed unless the Underwriters would subscribe +or procure subscribers for their respective applicable proportions of the Offer Shares being offered +which are not taken up under the Global Offering on the terms and conditions of this Prospectus and +the Underwriting Agreements. +Applications +Each applicant under the Hong Kong Public Offering will also be required to give an +undertaking and confirmation in the application submitted by him/her that he/she and any person(s) +for whose benefit he/she is making the application have not applied for or taken up, or indicated an +interest for, and will not apply for or take up, or in dicate an interest for, any Offer Shares under the +International Offering, and such ap plicant’s application under the Int ernational Offering is liable to +be rejected if the said undertaking and/or confirmation is breached and/or untrue (as the case may +be). +Applicants under the Hong Kong Public Offe r i n gm a yb er e q u i r e dt op a y ,o na p p l i c a t i o n +(subject to application channels), the maximum p rice of HK$13.06 per Offer Share in addition to the +brokerage, SFC transaction levy, Stock Exchange trading fee and AFRC transaction levy payable on +each Offer Share. If the Offer Price, as finally determined in the manner described in the paragraph +headed ‘‘— Pricing and Allocation’’ below, is le ss than the maximum price of HK$13.06 per Offer +Share, appropriate refund payments (including the brokerage, SFC transaction levy, Stock Exchange +trading fee and AFRC transaction levy attributab le to the surplus application monies) will be made +to successful applicants (subject to application channels), without interest. Further details are set out +in the section headed ‘‘How to Apply for Hong Kong Offer Shares’’ in this prospectus. +THE INTERNATIONAL OFFERING +Number of International Offer Shares Initially Offered +The International Offering will consist of a n initial offering of 32,611,000 Offer Shares, +representing approximately 90.0% of the total num ber of Offer Shares initially available under the +Global Offering and approximately 10.57% of the enlarged issued share capital of our Company +immediately following the completion of the Globa l Offering subject to the reallocation of Offer +Shares between the International Offering and the Hong Kong Public Offering and assuming that the +Over-allotment Option is not exercised. The International Offering will be offered by us outside of +the United States in reliance on Regulation S. +Allocation +The International Offering will include selecti ve marketing of Offer Shares to institutional and +professional investors and other investors anticipated to have a sizeable demand for such Offer +Shares. Professional investors generally includ e brokers, dealers, companies (including fund +managers) whose ordinary business involves dealing in shares and other securities and corporate +entities which regularly invest in shares and other securities. Alloc ation of Offer Shares pursuant to +STRUCTURE OF THE GLOBAL OFFERING +–2 8 2– + + +--- page 292 --- +the International Offering will be effected in accordance with the ‘‘book-building’’ process described +in the paragraph headed ‘‘— Pricing and Allocation’’ below 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 n o ti ti se x p e c t e dt h a tt h er e l e v a n ti n v e s t o ri s +likely to buy further Offer Shares, and/or hold or se ll its Offer Shares, after the listing of the Offer +Shares on the Stock Exchange. Such allocation is in tended to result in a distribution of the Offer +Shares on a basis which would lead to the establis hment of a solid professional and institutional +shareholder base to the benefit of our Company and the Shareholders as a whole. +The Joint Overall Coordinators (for themselves and on behalf of the Underwriters) may require +any investor who has been offered O ffer Shares under the International Offering, and who has made +an application under the Hong Kong Public Offering , to provide sufficient information to the Joint +Overall Coordinators so as to allow them to ident ify the relevant applicat ions under the Hong Kong +Public Offering and to ensure that they are excluded from any application of Offer Shares under the +International Offering. +Reallocation +The total number of the Offer Shares to be issued or sold pursuant to the International Offering +may change as a result of the reallocation arra ngement described in ‘‘— The Hong Kong Public +Offering — Reallocation’’ above, the exercise o f the Over-allotment Option in whole or in part +and/or any reallocation of unsubscribed Offer S hares originally included in the Hong Kong Public +Offering and the International Offering. +Over-allotment Option +Our Company expects to grant to the International Underwriters, exercisable in whole or in +part by the Joint Overall Coordinators at their sole and absolute discretion (for themselves and on +behalf of the International Underwriters), the Over-allotment Option, which will be exercisable from +the Listing Date until 30 days after the last day for the lodging of applications under the Hong Kong +Public Offering, to require our Company to allo t and issue, up to an aggregate of 5,435,000 Offer +Shares, representing no more than 15.0% of the Offe r Shares initially available under the Global +Offering, at the Offer Price, to cover over-alloca tions in the International Offering, if any. If the +Over-allotment Option is exercised in full, the a dditional Offer Shares to be issued pursuant thereto +will represent approximately 1.73% of the total n umber of Shares in issue immediately following the +completion of the Global Offering and the exer cise of the Over-allotment Option. If the +Over-allotment Option is exercis ed, an announcement will be made. +STABILIZATION +Stabilization is a practice used by underwriters in some markets to facilitate the distribution of +securities. To stabilize, the underwriters may bid f or, or purchase, the newly issued securities in the +secondary market, during a specified period of time, t o retard and, if possible, prevent any decline in +the market price of the securities below the offer p rice. Such transactions may be effected in all +jurisdictions where it is permissible to do so, in ea ch 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 per mitted to exceed the offer price. +In connection with the Global Offering, the St abilizing Manager, its affiliates or any person +acting for it, on behalf of the Underwriters, may ove r-allocate or effect transactions with a view to +stabilizing or supporting the market price of the H Shares at a level higher than that which might +otherwise prevail for a limited period after the Li sting Date, to the extent permitted by applicable +laws of Hong Kong or elsewhere. However, there is no obligatio n on the Stabilizing Manager, its +affiliates or any persons acting for it, to conduct any such stabilizing action. Such stabilization +action, if taken, (a) will be conducted at the absolu te discretion of the Stabilizing Manager (or any +person acting for it) and in what the Stabilizing Man ager reasonably regards as the best interest of +our 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. +STRUCTURE OF THE GLOBAL OFFERING +–2 8 3– + + +--- page 293 --- +Stabilizing action permitted in Hong Kong pursu ant to the Securities and Futures (Price +Stabilizing) Rules (Chapter 571W of the Law s of Hong Kong), as amended, includes (i) +over-allocation for the purpose of preventing or minimizing any reduction in the market price of +the H Shares, (ii) selling or agreeing to sell the H Shares so as to establish a short position in them +for the purpose of preventing or minimizing any re duction in the market price of the H Shares, (iii) +purchasing or subscribing for, or agreeing to purchase or subscribe for, the H Shares pursuant to the +Over-allotment Option in order to close out any p osition established under (i) or (ii) above, (iv) +purchasing, or agreeing to purchase, any of the H Shares for the sole purpose of preventing or +minimizing any reduction in the market price of t he H Shares, (v) selling or agreeing to sell any H +Shares in order to liquidate any position established as a result of those purchases and (vi) offering +or attempting to do anything as described i n paragraph (ii), (iii), (iv) or (v) above. +Specifically, prospective app licants for and investors in the Offer Shares should note that: +. the Stabilizing Manager, its affiliates or an y person acting for it may, in connection with +the stabilizing action, maintain a long position in the H Shares; +. there is no certainty regarding the extent to which and the time or period for which the +Stabilizing Manager, its affiliates or any perso n acting for it, will maintain such a long +position; +. liquidation of any such long position by th e Stabilizing Manager, its affiliates or any +person acting for it may have an adverse impact on the market price of the H Shares; +. no stabilizing action can be taken to support the price of the H Shares for longer than the +stabilizing period which will begin on the Listing Date, and is expected to expire on +Saturday, July 25, 2026, being the 30th day afte r the date of closing of the application lists +under the Hong Kong Public Offering. After thi s date, when no further stabilizing action +may be taken, demand for the H Shares, and therefore the price of the H Shares, could +fall; +. the price of the H Shares cannot be assured to stay at or above the Offer Price by the +taking of any stabilizing action; and +. stabilizing bids may be made or transactions e ffected in the course of the stabilizing action +at any price at or below the Offer Price, whi ch means that stabilizing bids may be made or +transactions effected at a price below the pric e paid by applicants for, or investors in, the +HS h a r e s . +In effecting stabilization actions, the Stab ilizing Manager (or any person acting for it) may +arrange cover up to an aggregate of 5,435,000 additional H Shares, representing not more than +15.00% of the Offer Shares initially available und er the Global Offering, through delayed delivery +arrangements with Cornerstone Investor and/or o ther investors who have been offered Offer Shares +under the International Offering. Both the size of such cover and the extent to which the +Over-allotment Option can be exercised will depe nd on whether sufficient number of H Shares will +be made available under delayed delivery arrangeme nts. There will be no stabilization actions and no +exercise of the Over-allotment Option should n o investors be willing to enter into such delayed +delivery arrangements. The delayed delivery arrang ement (if specifically agreed with an investor) +relates only to the delay in delivery of our Offer Sha res to such investor. The Offer Price for the Offer +Shares to be allocated to such investor will be fully pa id before the Listing; accordingly, there will be +no delay in the settlement of payment for the Offer Shares. +Our Company will ensure or procure that an announcement in compliance with the Securities +and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) will be made within +seven days of the expiration of the stabilization period. +Over-allocation +Following any over-allocation of H Shares in connection with the Global Offering, the Joint +Overall Coordinators, their affiliates or any perso n acting for them may cover such over-allocation +by using H Shares purchased by the Stabilizing Man ager, its affiliates or any person acting for it in +the secondary market, exercising the Over-allotment Option in full or in part, or by a combination of +STRUCTURE OF THE GLOBAL OFFERING +–2 8 4– + + +--- page 294 --- +these means. Any such purchases will be made in acco rdance with the laws, rules and regulations in +place in Hong Kong on stabilization. The number o f H Shares which can be over-allocated will not +exceed the number of the H Shares which may be allo tted and/or issued pursuant to the exercise in +full of the Over-allotment Option, being 5,435,000 H Shares, representing no more than 15.0% of the +Offer Shares initially availa ble under the Global Offering. +PRICING AND ALLOCATION +The International Underwriters will be solicit ing from prospective investors indications of +interest in acquiring Offer Share s 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 about, the last +day for lodging applications unde r the Hong Kong Public Offering. +The Offer Price is expected to be fixed by agr eement between our Company and the Joint +Overall Coordinators on the Price Determinatio n Date, which is expected to be on Friday, June 26, +2026 and in any event no later than 12 : 00 noon on Friday, June 26, 2026. +The Offer Price will not be more than HK$13.06 per Offer Share and is expected to be not less +than HK$9.33 per Offer Share unless otherwise announced, as further explained below, not later +than the morning of the last day for lodging applications under the Hong Kong Public Offering. +Applicants under the Hong Kong Public Offering may be required to pay, on application (subject to +application channels), the maximum Offer Pri ce of HK$13.06 per Offer Share plus brokerage of +1.0%, SFC transaction levy of 0.0027%, the AFRC Transaction Levy of 0.00015%, and Stock +Exchange trading fee of 0.00565%, amounting to a total of HK$6,595.86 for one board lot of 500 H +Shares. +Prospective investors should be aware that the Offer Price to be determined on the Price +Determination Date may be, but is not expected to be, lower than the indicative Offer Price range +stated in this prospectus. +If, for any reason, the Offer Price is not agreed between the Joint Overall Coordinators (for +themselves and on behalf of the Underwriters) and us by 12 : 00 noon on Friday, June 26, 2026, the +Global Offering will not proceed and will lapse. +The Joint Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) +may, where considered appropriate, based on th e level of interest expressed by prospective +professional and institutional investors during the book-building process, and with our consent, +reduce the number of Offer Shares and/or the indi cative Offer Price range below 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 a case, we will, as soon as practicable f ollowing the decision to make such reduction, +and in any event not later than the morning of the last day for lodging applications under the Hong +Kong Public Offering, cause to be published on the websites of our Company and the Stock +Exchange at +www.jxswzp.cn and www.hkexnews.hk , respectively, notices of the reduction. Our +Company will also, as soon as practicable foll owing 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 Offe r Price. The Global Offering must first be canceled +and subsequently relaunched on FINI pursuant to the supplemental prospectus. Upon the issue of +such a notice and supplemental prospectus, the revised number of Offer Shares and/or the Offer +Price will be final and conclusive and the Offer Price, if agreed upon by the Joint Overall +Coordinators (for themselves and on behalf of the Underwriters) and our Company, will be fixed +within such revised Offer Price. +STRUCTURE OF THE GLOBAL OFFERING +–2 8 5– + + +--- page 295 --- +If there is any change to the offer size due to ch ange in the number of Offer Shares offered in +the Global Offering (other than pursuant to the reallocation mechanism as disclosed in this +prospectus), or change to the Offer Price which l eads to the resulting price falling outside the +indicative Offer Price as stated in this prospectus, or if the Company becomes aware that there has +been a significant change affecting any matter contained in this prospectus or a significant new +matter has arisen, the inclusion of information in respect of which would have been required to be in +this prospectus if it had arisen before this prospectus was issued, after the issue of this prospectus +and before the commencement of dealings in our H Shares as prescribed under Rule 11.13 of the +Listing Rules, our Company is required to cancel the Global Offering and issue a supplemental +prospectus or a new prospectus and subsequently relaunch the Global Offering on FINI pursuant to +the supplemental prospectus. +In the absence of any such announcement or supplemental or new prospectus, the number of +Offer Shares will not be reduced and/or the O ffer Price, if agreed upon by the Joint Overall +Coordinators (on behalf of the Underwriters) and our Company, will under no circumstances be set +outside the Offer Price Range as stated in this prospectus. +In the event of a reduction in the number of Offer Shares, the Joint Overall Coordinators (for +themselves and on behalf of the other Underwriters) may, at their discretion, reallocate the number +of Offer Shares to be offered in the Hong Kong Pub lic Offering and the International Offering in +accordance with Chapter 4.14 of the Guide for New Listing Applicants published by the Stock +Exchange and paragraph 4.2 of Practice Note 18 of the Listing Rules, provided that the number of +Offer Shares comprised in the Hong Kong Public Offering shall not be less than 10% of the total +number of Offer Shares available under the Global O ffering. Subject to the foregoing paragraph, 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 circums tances, be reallocated between these offerings at +the discretion of the Joint Overall Coordinators (for themselves and on behalf of the other +Underwriters). +The final Offer Price, the level of indications of i nterest in the International Offering, the level +of applications in the Hong Kong Public Offering, the basis of allocations of the Hong Kong Offer +Shares and the results of allocations in the Hong Kong Public Offering are expected to be made +available through a variety of channels in the man ner described in the section headed ‘‘How to Apply +for Hong Kong Offer Shares — A. Applications for the Hong Kong Offer Shares — 7. Publication of +Results’’ in this prospectus. +UNDERWRITING +The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under +the terms of the Hong Kong Underwriting Agreement and is conditional upon the International +Underwriting Agreement being signed and becoming unconditional. +We expect that we will enter into the Internatio nal Underwriting Agreement relating to the +International Offering on the Price Determination Date. +The underwriting arrangements under the H ong Kong Underwriting Agreement and the +International Underwriting Agree ment are summarized in the section headed ‘‘Underwriting’’ in this +prospectus. +CONDITIONS OF THE GLOBAL OFFERING +Acceptances of all applications for Offer Shares will be conditional on: +(1) the Listing Committee granting the approval for the listing of, and permission to deal in, +the H Shares in issue and to be issued pursuant to the Global Offering (including the Offer +Shares which may be issued pursuant to the exercise of the Over-allotment Option) and +any H Shares to be converted from Domestic Shares as mentioned herein on the Main +Board of the Stock Exchange and such approval not subsequently having been withdrawn +or revoked prior to the Listing Date; +STRUCTURE OF THE GLOBAL OFFERING +–2 8 6– + + +--- page 296 --- +(2) the Offer Price having been duly determined between our Company and the Joint Overall +Coordinators (for themselves and on behalf of the Underwriters); +(3) the execution and delivery of the Internat ional Underwriting Agreement on or about the +Price Determination Date; and +(4) the obligations of the Underwriters under ea ch of the respective Underwriting Agreements +becoming and remaining unconditional and n ot having been terminated in accordance +with the terms of the respective Underwriting Agreements; +in each case on or before the dates and times specified in the respective Underwriting Agreements +(unless and to the extent such conditions are validly waived on or before such dates and times). +If, for any reason, the Offer Price is not agreed between our Company and the Joint Overall +Coordinators at or before 12 : 00 noon on Friday, June 26, 2026, the Global Offering will not proceed +and will lapse. +The consummation of each of the Hong Kong Public Offering and t he 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 times and dates specified, the +Global Offering will lapse and the S tock Exchange will be notified immediately. We will as soon as +possible publish or cause to be published a notice of the lapse of the Hong Kong Public Offering on +the website of our Company ( +www.jxswzp.cn ) and the website of the Stock Exchange +(www.hkexnews.hk ). In such eventuality, all application mon ies will be returned, without interest, +on the terms set forth in the section headed ‘ ‘How to Apply for Hong Kong Offer Shares — A. +Applications for The Hong Kong Offer Shares — 10. Dispatch/Collection of H Share Certificates +and Refund of Application Monies’’ in this prospec tus. 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), as amended. +H Share certificates issued in respect of the Hong Kong Offer Shares will only become valid at +8 : 00 a.m. on the Listing Date provided that the Global Offering has become unconditional in all +respects (including the Underwriting Agreement s not having been terminated in accordance with +their terms) at any time prior to 8 : 00 a.m. on the Listing Date. +APPLICATION FOR LISTING ON THE STOCK EXCHANGE +We have applied to the Listing Committee for th e granting of the listing of, and permission to +deal in, the H Shares in issue and to be issued pursuant to the Global Offering (including H Shares +which may be issued pursuant to the exercise of th e Over-allotment Option) and any H Shares to be +converted from Domestic Shares as mentioned herein. +Save as disclosed in the prospectus, no part of our Company’s share or loan capital is listed on +or dealt in on any other stock exchange and no such listing or permission to deal is being or proposed +to be sought in the near future. +H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS +Subject to the granting of the listing of, and permission to deal in, the H Shares on the Stock +Exchange and compliance with the stock admi ssion requirements of HKSCC, the H Shares will be +accepted as eligible securities by HKSCC for deposit , clearance and settlement in CCASS with effect +from the Listing Date or on any other date as dete rmined by HKSCC. Settlement of transactions +between participants of the Stock Exchange is required to take place in CCASS on the second +settlement day after any trading day. All activitie s under CCASS are subject to the General Rules of +HKSCC and HKSCC Operational Procedures in effect from time to time. +All necessary arrangements have been made to enable the H Shares to be admitted into CCASS. +Investors should seek the advice of their stockbroker or other professional advisor for details of +those settlement arrangements and how such arrang ements will affect their rights and interests. +STRUCTURE OF THE GLOBAL OFFERING +–2 8 7– + + +--- page 297 --- +DEALING IN THE H SHARES +Assuming that the Hong Kong Public Offering becomes unconditional at or before 8 : 00 a.m. in +Hong Kong on Tuesday, June 30, 2026, it is expected that dealings in the H Shares on the Stock +Exchange will commence at 9 : 00 a.m. on Tuesday, June 30, 2026. +The H Shares will be traded on the Main Board of the Stock Exchange in board lots of 500 H +Shares each. The stock code of the H Shares will be 6915. +STRUCTURE OF THE GLOBAL OFFERING +–2 8 8– + + +--- page 298 --- +IMPORTANT NOTICE TO INVESTORS: +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. We will not provide any printed copies of this prospectus for +use by the public. +This prospectus is available at the website of the Hong Kong Stock Exchange at +www.hkexnews.hk under the ‘‘HKEXnews > New Listings > New Listing Information’’ section, +and our website at www.jxswzp.cn . If you require a printed copy of this prospectus, you may +download and print from the website addresses above. +The contents of the electronic version of the Prospectus are identical to the printed Prospectus +as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the +Companies (Winding Up and Miscellaneous Provisions) Ordinance. +A. APPLICATIONS FOR THE HONG KONG OFFER SHARES +1. Who Can Apply +Eligibility for the Application +You can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit +you are applying: +. are 18 years of age or older; and +. have a Hong Kong address (for the HK eIPO White Form service only) ;a n d +. are outside the United States, and are not a United States Person (as defined in +Regulation S under the U.S. Securities Act). +Unless permitted by the Listing Rules or any relevant waivers that have been granted +by the Hong Kong Stock Exchange, 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 beneficial owner of any Shares in the Company and/or any of its +subsidiaries; +. are a Director or chief executive offi cer of the Company and/or any of its +subsidiaries; +. are a close associate (as defined in the Listing Rules) of any of the above; or +. are a connected person (as defined in the Listing Rules) of our Company or will +become a connected person of our Comp any immediately upon completion of +the Global Offering; or +. have been allocated or have applied for any International Offer Shares or +otherwise participate in the International Offering. +2. Application Channels +The Hong Kong Public Offering period will begin at 9 : 00 a.m. on Monday, June 22, 2026 +and end at 12 : 00 noon on Thursday, June 25, 2026 (Hong Kong time). +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 8 9– + + +--- page 299 --- +To apply for the Hong Kong Offer Shares, you may use one of the following application +channels: +Application Channel Platform Target Investors Application Time +HK eIPO White +Form service +www.hkeipo.hk Applicants who would like to receive a +physical H Share certificate. Hong +Kong Offer Shares successfully +applied for will be allotted and issued +in your own name. +From 9 : 00 a.m. on Monday, June +22, 2026 to 11 : 30 a.m. on +Thursday, June 25, 2026, Hong +Kong time. +The latest time for completing full +p a y m e n to fa p p l i c a t i o nm o n i e s +will be 12 : 00 noon on Thursday, +June 25, 2026, Hong Kong time. +HKSCC EIPO +channel +Your broker or custodian +who is a HKSCC +Participant will submit +an EIPO application +on your behalf +through HKSCC’s +FINI system in +accordance with your +instruction. +Applicants who would +not like to receive +a physical H Share certificate. Hong +Kong Offer Shares successfully +applied for will be allotted and issued +in the name of HKSCC Nominees, +deposited directly into CCASS and +credited to your designated HKSCC +Participant’s stock account. +Contact your broker or custodian +for the earliest and latest time +for giving such instructions, as +this may vary by broker or +custodian. +The HK eIPO White Form service and the HKSCC EIPO channel are facilities subject to +capacity limitations and potential service inter ruptions and you are advised not to wait until +the last day of the application period to apply for the Hong Kong Offer Shares. +For those applying through the HK eIPO White Form service, once you complete payment +in respect of any application instructions given by you or for your benefit through the HK eIPO +White Form service to make an application for the 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 give n, you shall be deemed to have declared that only +one set of electronic application instructions has been given for your benefit. If you are an +agent for another person, you shall be deemed to have declared that you have only given one set +of electronic application instructions for the benefit of the person for whom you are an agent +and that you are duly authorized to give those instructions as an agent. +For the avoidance of doubt, giving an application instruction under the HK eIPO White +Form service more than once and obtaining differe nt application reference numbers without +effecting full payment in respect of a particular r eference number will not constitute an actual +application. +If you apply through the HK eIPO White Form service, you are deemed to have +authorized the HK eIPO White Form Service Provider to apply on the terms and conditions in +this prospectus, as supplemented and amended by the terms and conditions of the HK eIPO +White Form service. +By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your +behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you +jointly and severally) are deemed to have in structed 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 HK SCC Nominees on your behalf) provided such +application instruction has not been withdrawn o r otherwise invalidated before the closing time +of the Hong Kong Public Offering. +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 9 0– + + +--- page 300 --- +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 +You +must provide the following info rmation with your application: +For Individual/Joint Applican ts 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. Legal Entity Identifier (‘‘ LEI’’) +registration document; or +ii. Certificate of incorporation; or +iii. Business registration certificate; +or +iv. Other equivalent document; and +. Identity document number +Notes: +1. If you are applying through the HK eIPO White Form service, you are required to provide a valid e-mail +address, a contact telephone number and a Hong Kong address. You are also required to declare that the +identity information provided by you follows the requirements as described in Note 2 below. In particular, +where you cannot provide a HKID number, you must confirm that you do not hold a HKID card. The +number of joint applicants may not exceed four. If you are a firm, the applicant must be in the individual +members’ names. +2. The applicant’s full name as shown on their identity document must be used and the surname, given name, +middle and other names (if any) must be input in the same order as shown on the identity document. If an +applicant’s identity document contains both an English and Chinese name, both English and Chinese +names must be used. Otherwise, either English or Chinese names will be accepted. The order of priority of +the applicant’s identity document type must be strictly followed and where an individual applicant has a +valid HKID card (including both Hong Kong Residents and Hong Kong Permanent Residents), the HKID +number must be used when making an application to subscribe for shares in a public offer. Similarly for +corporate applicants, a LEI number must be used if an entity has a LEI certificate. +3. If the applicant is a trustee, th e 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 c apped at four in accordance with market practice. +5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity document), +the identity document’s issuing country or jurisdiction, the identity document type; and (ii), the identity +document number, for each of the beneficial owners or, in the case(s) of joint beneficial owners, for each +joint beneficial owner. If you do not i nclude this informatio n, the application will b e treated as being made +f o ry o u rb e n e f i t . +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 ove r 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 Hong Kong 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). +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 9 1– + + +--- page 301 --- +For those applying through HKSCC EIPO channel, and making an application under a +power of attorney, we and the Joint Overall Coo rdinators, 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 ma y result in your application being rejected. +4. Permitted Number of Hong Kong Offer Shares for Application +Board lot size :5 0 0 H S h a r e s +Permitted number of Hong +Kong Offer Shares for +application and amount +payable on application/ +successful allocation +: Hong Kong Offer Shares are available for application in +specified board lot sizes only. Please refer to the amount +payable associated with each specified board lot size in +the table below. +The maximum Offer Price is HK$13.06 per Offer Share. +If you are applying through the HKSCC EIPO channel, +your broker or custodian may require you to pre-fund +your application, in such amount as determined by the +broker or custodian, based on the applicable laws and +regulations in Hong Kong. You are responsible for +complying with any such pr e-funding requirement +imposed by your broker or custodian with respect to +the Hong Kong Offer Shares you applied for. +By instructing your broker or custodian to apply for the +Hong Kong Offer Shares on your behalf through the +HKSCC EIPO Channel, you (and, if you are joint +applicants, each of you jointly and severally) are +deemed to have instructed and authorized HKSCC to +cause HKSCC Nominees (acting as nominee for the +relevant HKSCC Participants) to arrange payment of the +final Offer Price, brokerage, SFC transaction levy, the +Hong Kong Stock Exchange trading fee and the AFRC +transaction levy by debiting the relevant nominee bank +account at the designated bank for your broker or +custodian. +If you are applying through the HK eIPO White Form +service, you may refer to the table below for the amount +payable for the number of Shares you have selected. You +must pay the respective maximum amount payable on +application in full upon application for Hong Kong Offer +Shares. +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 9 2– + + +--- page 302 --- +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allocation +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allocation +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allocation +No. of +Hong Kong +Offer Shares +applied for +Maximum +Amount +payable (2) on +application/ +successful +allocation +HK$ HK$ HK$ HK$ +500 6,595.86 7,000 92,341.98 50,000 659,585.50 700,000 9,234,197.06 +1,000 13,191.71 8,000 105,533.68 60,000 791,502.61 800,000 10,553,368.08 +1,500 19,787.57 9,000 118,725.39 70,000 923,419.70 900,000 11,872,539.09 +2,000 26,383.43 10,000 131,917.11 80,000 1,055,336.81 1,000,000 13,191,710.10 +2,500 32,979.27 15,000 197,875.65 90,000 1,187,253.91 1,200,000 15,830,052.12 +3,000 39,575.13 20,000 263,834.20 100,000 1,319,171.01 1,400,000 18,468,394.15 +3,500 46,170.98 25,000 329,792.76 200,000 2,638,342.02 1,600,000 21,106,736.15 +4,000 52,766.84 30,000 395,751.31 300,000 3,957,513.04 1,811,500 +(1) 23,896,782.85 +4,500 59,362.70 35,000 461,709.86 400,000 5,276,684.05 +5,000 65,958.55 40,000 527,668.40 500,000 6,595,855.06 +6,000 79,150.27 45,000 593,626.96 600,000 7,915,026.05 +(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the Hong +Kong Offer Shares initially offered. +(2) The amount payable is inclusive of brokerage, SFC tran saction levy, the Stock Exchange trading fee and AFRC +transaction levy. If your application i s successful, brokerage will be paid to th e Exchange Participants (as defined +in the Listing Rules) or to the HK eIPO White Form Service Provider (for applications made through the +application channel of the HK eIPO White Form service) while the SFC transaction levy, the Stock Exchange +trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, +respectively. +5. Multiple Applications Prohibited +You or your joint applicant(s) shall not make more than one application for your own +benefit, except where you are a nominee and provide the information of the underlying investor +in your application as required under the par agraph headed ‘‘— A. Applications for the Hong +Kong Offer Shares — 3. Information Required to A pply’’ in this section. If you are suspected of +submitting or cause to submit more than one a pplication, all of your applications will be +rejected. +Multiple applications ma de either through (i) the HK eIPO White Form service, (ii) +HKSCC EIPO channel, or (iii) both channels concurrent ly are prohibited and will be rejected. +If you have made an application through the HK eIPO White Form service or HKSCC EIPO +channel, you or the person(s) for whose benefit you have made the application shall not apply +for any Offer Shares. +The H Share Registrar would record all applicat ions into its system and identify suspected +multiple applications with identical names and i dentification document numbers according to +t h eB e s tP r a c t i c eN o t eo nT r e a t m e n to fM u l t i ple/Suspected Multiple Applications (‘‘ Best +Practice Note ’’) issued by the Federation of Share Registrars Limited. +Since applications are subject to personal information collection statements, identification +document numbers displayed are redacted. +6. Terms and Conditions of an Application +By applying for the Hong Kong Offer Shares through the HK eIPO White Form service or +HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following +things on your behalf): +(i) undertake to execute all relevant documents and instruct and authorize the Company +and/or the Joint Overall Coordinators (or their agents or nominees), as agents of the +Company, to execute any documents for you and to do on your behalf all things +necessary to register any Hong Kong Offe r Shares allocated to you in your name or +in the name of HKSCC Nominees as required by the Articles of Association, and (if +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 9 3– + + +--- page 303 --- +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 understan d the terms and conditions and application +procedures set out in this prospectus and the designated website of the HK eIPO +White Form service (or as the case may be, the agreement you entered into with your +broker or custodian), and agree to be bound by them; +(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements, +undertakings and warranties under the par ticipant agreement between your broker +or custodian and HKSCC and observe the General Rules of HKSCC and the +HKSCC Operational Procedures for givin g 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 prospect us 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 informat ion or representations; +(vi) agree that the Relevant Persons +Note , the H Share Registrar and HKSCC will not be +liable for any information and representations not in this prospectus and any +supplement to it; +(vii) agree to disclose the details of your application and your personal data and any +other personal data which may be required about you and the person(s) for whose +benefit you have made the application to us, the Relevant Persons, the H Share +Registrar, HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other +statutory regulatory or governmental bod ies or otherwise as required by laws, rules +or regulations, for the purposes under the paragraph headed ‘‘— 12. Personal Data +— Purposes’’ and ‘‘— 12. Personal Data — 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 beca use of an innocent misrepresentation; +(ix) agree that subject to Section 44A (6) of the Companies (Winding Up and +Miscellaneous Provisions) Ordinanc e, any application made by you or HKSCC +Nominees on your behalf cannot be revoked once it is accepted, which will be +evidenced by the notification of the result of the ballot by the H Share Registrar by +way of publication of the results at the time and in the manner as specified in the +paragraph headed ‘‘— 7. Publicat ion of Results’’ in this section; +(x) confirm that you are aware of the situatio n ss p e c i f i e di nt h ep a r a g r a p hh e a d e d‘ ‘ —9 . +Circumstances in which you will not be allo cated Hong Kong Offer Shares’’ in this +section; +(xi) agree that your application or HKSCC No minees’ 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 O rdinance, the Companies (Winding Up and +Miscellaneous Provisions) Ordinance, th e 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; +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 9 4– + + +--- page 304 --- +(xiii) confirm that (a) your application or HKS CC Nominees’ application on your behalf +is not financed directly or indirectly by o ur Company, any of the directors, chief +executives, substantial Shareholder(s) or e xisting shareholder(s) of our Company or +any of its subsidiaries or any of their respec tive close associates; and (b) you are not +accustomed or will not be accustomed to taking instructions from our Company, any +of the directors, chief executives, su bstantial shareholder(s) or existing +shareholder(s) of our Company or any of its subsidiaries or any of their respective +close associates in relation to the acquisition, disposal, voting or other disposition of +the H Shares registered in your name or otherwise held by you; +(xiv) warrant that the information you have provided is true and accurate; +(xv) confirm that you understand that we and the Joint 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 +i n t e n d e db yy o ut ob em a d et ob e n e f i ty o uo rt h ep e r s o nf o rw h o s eb e n e f i ty o ua r e +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 indire ctly or through the application channel +of the HK eIPO White Form service or by any one as your agent or by any other +person; and +(xix) (if you are making the application as an agent for the benefit of another person) +warrant that (1) no other application has been or will be made by you as agent for or +for the benefit of that person or by that person or by any other person as agent for +that person by giving electronic applic ation instructions to HKSCC or the HK eIPO +White Form Service Provider and (2) you have due authority to give electronic +application instructions on behalf of that other person as its agent. +Note: The Relevant Persons would include the Joint Sponsors, the Joint Overall Coordinators, the Joint Global +Coordinators, the Joint Bookrunners, the Joint L ead Managers, the Underwriters, the Capital Market +Intermediaries, any of their or our Company’s respective directors, supervisors, officers, employees, +partners, agents, advisors an d any other parties involved in the Global Offering. +7. Publication of Results +Results of Allocation +You can check whether you are successfully allocated any Hong Kong Offer Shares +through: +Platform Date/Time +Applying through the HK eIPO White Form service or HKSCC EIPO channel : +Website From the ‘‘Allotment Results’’ page +at www.hkeipo.hk/IPOResult +(alternatively, +www.tricor.com.hk/ipo/result )w i t h +a ‘‘search by ID’’ function. +24 hours, from 11 : 00 p.m. on +Monday, June 29, 2026 to 12 : 00 +midnight on Sunday, July 5, 2026 +(Hong Kong time) +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 9 5– + + +--- page 305 --- +Platform Date/Time +The full list of (i) wholly or partially +successful applicants using the HK +eIPO White Form service and +HKSCC EIPO channel, and (ii) the +number of Hong Kong Offer +Shares conditionally allotted to +them, among other things, will be +displayed at +www.hkeipo.hk/IPOResult +(alternatively, +www.tricor.com.hk/ipo/result ). +The Hong Kong Stock Exchange’s +website at www.hkexnews.hk and +our website at www.jxswzp.cn +which will provide links +to the abovementioned websites +o ft h eHS h a r eR e g i s t r a r . +No later than 11 : 00 p.m. on Monday, +June 29, 2026 (Hong Kong time). +Telephone +852 3691 8488 — the allocation +results telephone enquiry line +provided by the H Share Registrar. +between 9 : 00 a.m. and 6 : 00 p.m. +from Tuesday, June 30, 2026 to +Monday, July 6, 2026 (Hong Kong +time) on a business day (excluding +Saturday, Sunday and Hong Kong +public holidays). +For those applying through HKSCC EIPO channel, you may also check with your +broker or custodian from 6 : 00 p.m. on Friday, June 26, 2026 (Hong Kong time). +HKSCC Participants can log into FINI and review the allocation result from 6 : 00 +p.m. on Friday, June 26, 2026 (Hong Kong time) on a 24-hour basis and should report any +discrepancies on allocations to HKSCC as soon as practicable. +Allocation Announcement +We expect to announce the results of the fin al Offer Price, the level of indications of +interest in the International Offering, the level of applications in the Hong Kong Public +Offering and the basis of allocations of Hong Kong Offer Shares on the Hong Kong Stock +Exchange’s website at +www.hkexnews.hk and our website at www.jxswzp.cn by no later +than 11 : 00 p.m. on Monday, June 29, 2026 (Hong Kong time). +8. Bad Weather Arrangements +The application lists will not open or close on Thursday, June 25, 2026, if there is/are: +. a tropical cyclone warning signal number 8 or above; +. a ‘‘black’’ rainstorm warning; and/or +. extreme conditions as announced by the Hong Kong Government, +(collectively, ‘‘Bad Weather Signals ’’), +in force in Hong Kong at any time between 9 : 00 a.m. and 12 : 00 noon on Thursday, June 25, +2026. Instead they will open between 11 : 45 a.m. and 12 : 00 noon on the next business day +which does not have Bad Weather Signals in force at any time between 9 : 00 a.m. and 12 : 00 +noon. +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 9 6– + + +--- page 306 --- +Prospective investors should be aware that a postponement of the opening/closing of the +application lists may result in a delay in the lis ting date. Should there be any changes to the +dates mentioned in the section headed ‘‘Expect ed Timetable’’, an announcement will be made +and published on the Hong Kong Stock Exchange’s website at www.hkexnews.hk and our +website at www.jxswzp.cn of the revised timetable. +If a Bad Weather Signal is hoisted on Monday, June 29, 2026, the H Share Registrar will +make appropriate arrangements for the deliv ery of the H Share certificates to the CCASS +Depository’s service counter so that they wo uld be available for trading on Tuesday, June 30, +2026. +If a Bad Weather Signal is hoisted on Monday, June 29, 2026, for application of less than +1,000,000 Hong Kong Offer Shares, the dispatc h of physical H Share certificates will be made +by ordinary post when the post office re-opens after the Bad Weather Signal is lowered or +cancelled (e.g. in the afternoon of Monday, June 29, 2026 or on Tuesday, June 30, 2026). +If a Bad Weather Signal is hoisted on Tuesd ay, June 30, 2026, for application of 1,000,000 +Hong Kong Offer Shares or more, physical H Share certificates will be available for collection +in person at the H Share Registrar’s office after t he Bad Weather Signal is lowered or cancelled +(e.g. in the afternoon of Tuesday, June 30, 2026 or on Thursday, July 2, 2026. +Prospective investors should be aware that if they choose to receive physical H Share +certificates issued in their own name, there may be a delay in receiving the H Share certificates. +9. Circumstances in which you will not be allocated Hong Kong Offer Shares +You should note the following situations in which the Hong Kong Offer Shares will not be +allocated to you or the person(s) for whose benefit you are applying for: +(i) If your application is revoked: +Your application or the application m ade by HKSCC Nominees on your behalf may +be revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous +Provisions) Ordinance. +(ii) If the Company or our agents exercise their discretion to reject your application: +The Company, the Joint Overall Coordinators, the H Share Registrar, the HK eIPO +White Form Service Provider and our 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. +(iii) If the allocation of Hong Kong Offer Shares is void: +The allocation of Hong Kong Offer Sha res will be void if the Hong Kong Stock +Exchange does not grant permission to list the H Shares either: +. within three weeks from the closing date of the application lists; or +. within a longer period of up to six weeks if the Hong Kong Stock Exchange +notifies the Company of that longer period within three weeks of the closing +date of the application lists. +(iv) If: +. you make multiple applications or suspected multiple applications. You may +refer to the paragraph headed ‘‘— A. Applications for the Hong Kong Offer +Shares — 5. Multiple Applications Prohibited’’ in this section on what +constitutes multiple applications; +. your application instr uction is incomplete; +. your payment (or confirmation of funds, as the case may be) is not made +correctly; +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 9 7– + + +--- page 307 --- +. the Underwriting Agreements do not beco me unconditional or are terminated; +or +. the Company or the Joint Overall Coordinators believe that by accepting your +application, it or they would violate app licable securities or other laws, rules or +regulations. +If there is money settlement failure for allotted H Shares: +Based on the arrangements betwee n 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 Banks will colle ct the portion of these funds required to +settle each HKSCC Participant’s actual H ong Kong Public Offering Share allocation +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 you r allotted shares, HKSCC will contact the +defaulting HKSCC Participant and its designated bank to determine the cause of +failure and request such defaulting HKS CC 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 rea llocated to the International Offering. +Hong Kong Offer Shares applied for by you through the broker or custodian may be +affected to the extent of the settlement failure. In the extreme case, you will not be +allocated any Hong Kong Offer Shares due to the money settlement failure by such +HKSCC Participant. None of us, the Relevant Persons, the H Share Registrar and +HKSCC is or will be liable if Hong Kong Offer Shares are not allocated to you due +to the money settlement failure. +10. Dispatch/Collection of H Share certificates and Refund of Application Monies +You will receive one H Share certificate f or all Hong Kong Offer Shares allotted to you +under the Hong Kong Public Offering (except pursuant to applications made through the +HKSCC EIPO channel where the H Share certifica tes will be deposited into CCASS as +described below). +No temporary document of title will be issu ed in respect of the H Shares. No receipt will +be issued for sums paid on application. +The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus +application monies pending clearance of application monies. +H Share certificates will only become valid at 8 : 00 a.m. on Tuesday, June 30, 2026 +provided that the Global Offering has become un conditional and the right of termination +described in the section headed ‘‘Underwriting ’’ has not been exercised. Investors who trade H +Shares prior to the receipt of H Share certificates or the H Share certificates becoming valid do +so entirely at their own risk. +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 9 8– + + +--- page 308 --- +The following sets out the relevant procedures and time: +HK eIPO White Form service HKSCC EIPO channel +Dispatch/collection of H Share certificate (1) +For application of +1,000,000 +Hong Kong Offer +Shares or more +Collection in person at the H +Share Registrar, Tricor +Investor Services Limited, at +17/F, Far East Finance +Centre, 16 Harcourt Road, +Hong Kong +H Share certificate(s) will be +i s s u e di nt h en a m eo f +HKSCC Nominees, +deposited into CCASS and +credited to your designated +HKSCC Participant’s stock +account. +Time: 9 : 00 a.m. to 1 : 00 p.m. +on Tuesday, June 30, 2026 +(Hong Kong time) +No action by you is required. +If you are an individual, you +must not authorize any other +person to collect for you. If +you are a corporate +applicant, your authorized +representative must bear a +letter of authorization from +your corporation stamped +with your corporation’s +chop. +Both individuals and +authorized representatives +must produce, at the time of +collection, evidence of +identity acceptable to the H +Share Registrar. +Note: I fy o ud on o tc o l l e c ty o u rH +Share certificate(s) personally +within the time above, it/they will +be sent to the addre ss specified in +your application instructions by +ordinary post at your own risk. +For application of +less than 1,000,000 +Hong Kong Offer +Shares +Your H Share certificate(s) will +be sent to the address +specified in your application +instructions by ordinary post +at your own risk. +Date: Monday, June 29, 2026 +HOW TO APPLY FOR HONG KONG OFFER SHARES +–2 9 9– + + +--- page 309 --- +HK eIPO White Form service HKSCC EIPO channel +Refund mechanism for surplus application monies paid by you +Date Tuesday, June 30, 2026 Subject to the arrangement +between you and your broker +or custodian. +Responsible party H Share Registrar. Your broker or custodian. +Application monies +paid through single +bank account +HK eIPO White Form e-Auto +Refund payment instructions +to your designated bank +account. +Your broker or custodian will +arrange refund to your +designated bank account +subject to the arrangement +between you and it. +Application monies +paid through +multiple bank +accounts +Refund cheque(s) will be +dispatched to the address as +specified in your application +instructions by ordinary post +at your own risk. +Note: +(1) Except in the event of Bad Weather Signals in force in Hong Kong in the morning on Monday, June 29, +2026 rendering it impossible for the relevant H Share certificates to be dispatched to HKSCC in a timely +manner, the Company shall procure the H Share Re gistrar to arrange for delivery of the supporting +documents and H Share certificates in accordance with the contingency arrangements as agreed between +them. You may refer to ‘‘— 8. Bad Weather Arrangements’’ in this section. +11. Admission of the H Shares Into CCASS +If the Hong Kong Stock Exchange grants the listing of, and permission to deal in, the H +Shares and we comply with the stock admission requirements of HKSCC, the H Shares will be +accepted as eligible securities by HKSCC for dep osit, clearance and settlement in CCASS with +effect from the date of commencement of dea lings in the H Shares or any other date HKSCC +chooses. Settlement of transactions between Ex change Participants (as defined in the Listing +Rules) is required to take place in CCASS on th e second settlement day after any trading day. +All activities under CCASS are subject to the General Rules of HKSCC and HKSCC +Operational Procedures in effect from time to time. +Investors should seek the advice of their stockbroker or other professional adviser for +details of the settlement arrangement as such arrangements may affect their rights and interests. +All necessary arrangements have been made enabling the H Shares to be admitted into +CCASS. +12. Personal Data +The following Personal Information Collection Statement applies to any personal data +collected and held by our Company, the H Share Registrar, the receiving banks, the Joint +Overall Coordinators, the Joint Global Coordin ators, the Capital Market Intermediaries, the +Joint Bookrunners, the Joint Lead Managers, t he Underwriters and any of their respective +advisors and agents about you in the same way as it applies to personal data about applicants +other than HKSCC Nominees. This personal dat a may include client identifier(s) and your +identification information. By giving applic ation instructions to HKSCC, you acknowledge +that you have read, understood and agree to a ll of the terms of the Personal Information +Collection Statement below. +HOW TO APPLY FOR HONG KONG OFFER SHARES +–3 0 0– + + +--- page 310 --- +Personal Information Collection Statement +This Personal Information Collection Sta tement informs applicant for, and holder +of, the Hong Kong Offer Shares, of the polic ies and practices of our Company and its H +Share Registrar in relation to personal data a nd the Personal Data (Privacy) Ordinance +(Chapter 486 of the Laws of Hong Kong). +Reasons for the collection of your personal data +It is necessary for applicants and registered holders of the Hong Kong Offer Shares +to ensure that personal data supplied to our Company or our agents and the H Share +Registrar is accurate and up-to-date when applying for the Hong Kong Offer Shares or +transferring the Hong Kong Offer Shares into or out of their names or in procuring the +services of the H Share Registrar. +Failure to supply the requested data or supp lying inaccurate data may result in your +application for the Hong Kong Offer Shares bei ng rejected, or in delay or the inability of +our Company or the H Share Registrar to effe ct transfers or otherwise render their +services. It may also prevent or delay registration or transfers of the Hong Kong Offer +Shares which you have successfully applied for and/or the dispatch of H Share +certificate(s) to which you are entitled. +It is important that the applicants for and holders of the Hong Kong Offer Shares +inform us and the H Share Registrar immediatel y of any inaccuracies in the personal data +supplied. +Purposes +Your personal data may be used, held, processed, and/or stored (by whatever means) +for the following purposes: +. processing your application and refund cheque and HK eIPO White Form +e-Auto Refund payment instruction(s ), where applicable, verification of +compliance with the terms and application procedures set out in this +prospectus and announcing results of allocation of the Hong Kong Offer +Shares; +. compliance with applicable laws and reg ulations in Hong Kong and elsewhere; +. registering new issues or transfers into or out of the names of the holders of our +H Shares including, where ap plicable, HKSCC Nominees; +. maintaining or updating o ur register of members; +. verifying identities of applicants for and the holders of our H Shares and +identifying any duplicate a pplications for the H Shares; +. facilitating Hong Kong Offer Shares balloting; +. establishing benefit entitlements of holders of our H Shares, such as dividends, +rights issues, bonus issues, etc.; +. distributing communications from us and our subsidiaries; +. compiling statistical information and profiles of the holder of our H Shares; +. disclosing relevant information to facilitate claims on entitlements; and +. any other incidental or associated purposes relating to the above and/or to +enable us and the H Share Registrar to discharge our or their obligations to +applicants and holders of our H Shares and/or regulators and/or any other +purposes to which applicants and holders of the H Shares may from time to +time agree. +HOW TO APPLY FOR HONG KONG OFFER SHARES +–3 0 1– + + +--- page 311 --- +Transfer of personal data +P e r s o n a ld a t ah e l db yu sa n dt h eHS h a r eR e gistrar relating to the applicants for and +holders of the Hong Kong Offer Shares will be kept confidential but we and the H Share +Registrar may, to the extent n ecessary for achieving any of the above purposes, disclose, +obtain or transfer (whether within or outside Hong Kong) the personal data to, from or +with any of the following: +. our Company’s appointed agents such as financial advisors and receiving +bankers; +. HKSCC or HKSCC Nominees, who will use the personal data and may transfer +the personal data to the H Share Regist rar, in each case for the purposes of +providing its services or facilities or p erforming 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, co mputer, payment or other services to +our Company or the H Share Registrar in connection with their respective +business operation; +. the Hong Kong 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 Hong Kong 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 the Hong Kong Offer +Shares have or propose to have dealings, such as their bankers, solicitors, +a c c o u n t a n t so rs t o c k b r o k e r se t c . +Retention of personal data +Our Company and the H Share Registrar will keep the personal data of the +applicants and holders of the Hong Kong Offer Shares for as long as necessary to fulfill +the purposes for which the personal data were collected. Personal data which is no longer +required will be destroyed or dealt with in a ccordance with the Personal Data (Privacy) +Ordinance (Chapter 486 of the Laws of Hong Kong). +Access to and correction of personal data +Applicants for and holders of the Hong Kong Offer Shares have the right to +ascertain whether our Company or the H Share Registrar hold their personal data, to +obtain a copy of that data, and to correct any data that is inaccurate. We and the H Share +Registrar have the right to charge a reasonab le fee for the processing of such requests. All +requests for access to data or correction of data should be addressed to our Company and +the H Share Registrar, at our registered address disclosed in the section headed +‘‘Corporate Information’’ or as notified from time to time, for the attention of the +secretary, or the H Share Registrar for the attention of the privacy compliance officer. +HOW TO APPLY FOR HONG KONG OFFER SHARES +–3 0 2– + + +--- page 312 --- +The following is the text of a report set out on pages I-1 to I-77, received from the +Company’s reporting accountants, Deloitte Touche Tohmatsu, Certified Public Accountants, +Hong Kong, for the purpose of incorporation in this Prospectus. +ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE +DIRECTORS OF JIANGXI INSTITUTE OF BIOLOGICAL PRODUCTS INC., CHINA +INTERNATIONAL CAPITAL CORPORAT ION HONG KONG SECURITIES LIMITED +AND CHINA MERCHANTS SECURITIES (HK) CO., LIMITED +Introduction +We report on the historical financial information of 江西生物製品研究所股份有限公司 +(Jiangxi Institute of Biological Products Inc., being translation for identification purpose +only) (the ‘‘Company’’) and its subsidiaries (together, the ‘‘Group’’) set out on pages I-3 to +I-77 which comprises the consolidated statements of financial position of the Group as at 31 +December 2023, 2024 and 2025, the statements of financial position of the Company as at +31 December 2023, 2024 and 2025, and the consolidated statements of profit or loss and +other comprehensive income, the consolidated statements of changes in equity and the +consolidated statements of cash flows of the Group for each of the three years ended 31 +December 2025 (the ‘‘Track Record Period’’) a nd material accounting policy information +and other explanatory information (together, the ‘‘Historical Financial Information’’). The +Historical Financial Information set out on pages I-3 to I-77 forms an integral part of this +report, which has been prepared for inclusion in the prospectus of the Company dated 22 +June 2026 (the ‘‘Prospectus’’) in connection w ith the initial listing of the H-shares of the +Company on the Main Board of The Stock Exchange of Hong Kong Limited (the ‘‘Stock +Exchange’’). +Directors’ responsibility for the H istorical Financial Information +The directors of the Company are responsible for the preparation of the Historical +Financial Information that gives a true and fair view in accordance with the basis of +preparation set out in note 2 to the Historical Financial Information, and for such internal +control as the directors of the Company determine is necessary to enable the preparation of +the Historical Financial Information that is f ree from material misstatement, whether due +to fraud or error. +Reporting accountants’ responsibility +Our responsibility is to express an opinion on the Historical Financial Information and +to report our opinion to you. We conducted our work in accordance with Hong Kong +Standard on Investment Circular Reporting Engagements 200 ‘‘Accountants’ Reports on +Historical Financial Information in Investment Circulars’’ issued by the Hong Kong +Institute of Certified Public Accountants (th e ‘‘HKICPA’’). This standard requires that we +comply with ethical standards and plan and perform our work to obtain reasonable +assurance about whether the Historical Financial Information is free from material +misstatement. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1– + + +--- page 313 --- +Our work involved performing procedures to obtain evidence about the amounts and +disclosures in the Historical Financial Information. The procedures selected depend on the +reporting accountants’ judgement, including the assessment of risks of material +misstatement of the Historical Financial Information, whether due to fraud or error. In +making those risk assessments, the reporting ac countants consider internal control relevant +to the entity’s preparation of the Historical F inancial Information that gives a true and fair +view in accordance with the basis of preparation set out in note 2 to the Historical Financial +Information in order to design procedures th at are appropriate in the circumstances, but +not for the purpose of expressing an opinion on the effectiveness of entity’s internal control. +Our work also included evaluating the appropria teness of accounting policies used and the +reasonableness of accounting estimates made by the directors of the Company, as well as +evaluating the overall pres entation of the Historica l Financial Information. +We believe that the evidence we have obtained is sufficient and appropriate to provide +a basis for our opinion. +Opinion +In our opinion, the Historical Financial Information gives, for the purpose of the +accountants’ report, a true and fair view of the Group’s financial position as at 31 +December 2023, 2024 and 2025, of the Compan y’s financial position as at 31 December +2023, 2024 and 2025 and of the Group’s financial performance and cash flows for the Track +Record Period in accordance with the basis of preparation set out in note 2 to the Historical +Financial Information. +Report on matters under the Rules Governing the Listing of Securities on the Stock Exchange +and the Companies (Winding Up and Miscellaneous Provisions) Ordinance +Adjustments +In preparing the Historical Financial Information, no adjustments to the Underlying +Financial Statements as defined on page I-3 have been made. +Dividends +We refer to note 13 to the Historical Financial Information which contains +information about the dividends declared and paid by the Company in respect of the +Track Record Period. +Deloitte Touche Tohmatsu +Certified Public Accountants +Hong Kong +22 June 2026 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2– + + +--- page 314 --- +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 +the accountants’ report. +The consolidated financial statements of the Group for the Track Record Period, on +which the Historical Financial Information is based, have been prepared in accordance with +the IFRS Accounting Standards issued by International Accounting Standards Board (the +‘‘IASB’’) and were audited by us in accordance with International Standards on Auditing +issued by the International Auditing and Assurance Standards Board (the ‘‘Underlying +Financial Statements’’). +The Historical Financial Information is pre sented in Renminbi (‘‘RMB’’), which is also +the functional currency of the Company, and all values are rounded to the nearest thousand +(‘‘RMB’000’’) except when otherwise indicated. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3– + + +--- page 315 --- +CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME +Year ended 31 December +2023 2024 2025 +Results before +biological +assets and +agricultural +produce +fair value +adjustments +Biological +assets and +agricultural +produce +fair value +adjustments Total +Results before +biological +assets and +agricultural +produce +fair value +adjustments +Biological +assets and +agricultural +produce +fair value +adjustments Total +Results before +biological +assets and +agricultural +produce +fair value +adjustments +Biological +assets and +agricultural +produce +fair value +adjustments Total +NOTES RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Revenue 6 198,021 — 198,021 220,755 — 220,755 235,408 — 235,408 +Cost of sales/services (49,027) (14,689) (63,716) ( 52,634) (12,981) (65,615) (41,323) (13,399) (54,722) +Gross profit 148,994 (14,689) 134,305 168,121 (12,981) 155,140 194,085 (13,399) 180,686 +Other income 7 2,144 — 2,144 3,538 — 3,538 4,580 — 4,580 +Impairment losses under expected +credit loss model, net of reversal 10 333 — 333 118 — 118 (2,491) — (2,491) +Other gains and losses 8 393 — 393 114 — 114 3,664 — 3,664 +Research and development expenses (24,231) — (24,231) (13,681) — (13,681) (23,700) — (23,700) +Distribution and selling expenses (33,028) — (33,028) (26,860) — (26,860) (22,345) — (22,345) +Administrative expenses (29,158) — (29,158) (32,346) — (32,346) (31,106) — (31,106) +Finance costs 9 (667) — (667) (2,226) — (2,226) (34) — (34) +Gains arising on initial recognition +of agricultural produce at fair +value less costs to sell at the point +of harvest 20 — 16,474 16,474 — 17,954 17,954 — 21,277 21,277 +Loss arising from changes in fair +value less costs to sell of biological +assets 20 — (2,971) (2,971) — (6,326) (6,326) — (2,893) (2,893) +Listing expenses — — — (3,660) — (3,660) (18,376) — (18,376) +Profit before tax 64,780 (1,186) 63,594 93,118 (1,353) 91,765 104,277 4,985 109,262 +Income tax expense 11 (8,113) — (8,113) (16,625) — (16,625) (14,468) — (14,468) +Profit for the year 12 56,667 (1,186) 55,481 76,493 (1,353) 75,140 89,809 4,985 94,794 +Profit for the year attributable to: +Owners of the Company 56,680 (1,186) 55,494 76,493 (1,353) 75,140 89,809 4,985 94,794 +N o n - c o n t r o l l i n g i n t e r e s t s ( 1 3 ) — ( 1 3 ) —————— +56,667 (1,186) 55,481 76,493 (1,353) 75,140 89,809 4,985 94,794 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4– + + +--- page 316 --- +Year ended 31 December +2023 2024 2025 +Results before +biological +assets and +agricultural +produce +fair value +adjustments +Biological +assets and +agricultural +produce +fair value +adjustments Total +Results before +biological +assets and +agricultural +produce +fair value +adjustments +Biological +assets and +agricultural +produce +fair value +adjustments Total +Results before +biological +assets and +agricultural +produce +fair value +adjustments +Biological +assets and +agricultural +produce +fair value +adjustments Total +NOTE RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Total comprehensive income for the +year 56,667 (1,186) 55,481 76,493 (1,353) 75,140 89,809 4,985 94,794 +Total comprehensive income for the +year attributable to: +Owners of the Company 56,680 (1,186) 55,494 76,493 (1,353) 75,140 89,809 4,985 94,794 +N o n - c o n t r o l l i n g i n t e r e s t s ( 1 3 ) — ( 1 3 ) —————— +56,667 (1,186) 55,481 76,493 (1,353) 75,140 89,809 4,985 94,794 +Earnings per share (in RMB) +Basic 15 0.20 0.28 0.35 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5– + + +--- page 317 --- +CONSOLIDATED STATEMENTS OF FINANCIAL POSITION +As at 31 December +2023 2024 2025 +NOTES RMB’000 RMB’000 RMB’000 +NON-CURRENT ASSETS +Property, plant and equipment 16 198,687 196,502 209,135 +Investment properties 19 31,721 34,492 32,750 +Right-of-use assets 18 41,395 40,300 38,319 +Intangible assets 17 631 502 372 +Biological assets 20 10,540 5,030 3,820 +Deferred tax assets 21 2,676 2,217 1,364 +Deposits paid for acquisition of property, plant +and equipment/intangible assets/leasehold +land/biological assets 22,441 16,398 17,232 +308,091 295,441 302,992 +CURRENT ASSETS +Inventories 23 57,536 56,435 65,028 +Contract cost 511 771 774 +Trade and bills receivables 24 73,266 67,802 103,232 +Deposits, other receivables and prepayments 25 3,979 6,235 12,774 +Amounts due from related parties 40(a) 688 410 96 +Financial assets at fair value through profit or +loss (‘‘FVTPL’’) 22 —4 , 1 0 6 — +Restricted bank balances 26(a) —— 1 , 5 5 6 +Cash and cash equivalents 26(b) 58,199 52,831 73,828 +194,179 188,590 257,288 +Assets classified as held for sale 30 —3 , 4 9 1 — +194,179 192,081 257,288 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6– + + +--- page 318 --- +As at 31 December +2023 2024 2025 +NOTES RMB’000 RMB’000 RMB’000 +CURRENT LIABILITIES +Trade and other payables 27 72,982 62,140 50,938 +Amounts due to related parties 40(a) 42,073 10,012 6 +Contract liabilities 28 3,091 2,443 1,935 +Bank borrowings 29 19,922 — — +Lease liabilities 31 342 — 819 +Tax payable 861 8,692 7,544 +139,271 83,287 61,242 +Liabilities classified as held for sale 30 —7 7— +139,271 83,364 61,242 +NET CURRENT ASSETS 54,908 108,717 196,046 +TOTAL ASSETS LESS CURRENT +LIABILITIES 362,999 404,158 499,038 +CAPITAL AND RESERVES +Share capital 33 272,143 272,143 272,143 +Reserves 89,794 131,080 225,874 +Equity attributable to owners of the Company 361,937 403,223 498,017 +Non-controlling interests (13) — — +TOTAL EQUITY 361,924 403,223 498,017 +NON-CURRENT LIABILITIES +Lease liabilities 31 860 720 72 +Deferred income 215 215 215 +Deferred tax liabilities 21 —— 7 3 4 +1,075 935 1,021 +362,999 404,158 499,038 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7– + + +--- page 319 --- +STATEMENTS OF FINANCIAL POSITION OF THE COMPANY +As at 31 December +2023 2024 2025 +NOTES RMB’000 RMB’000 RMB’000 +NON-CURRENT ASSETS +Investment in subsidiaries 44 122,996 207,060 196,249 +Amounts due from subsidiaries 40(b) 68,808 73,298 128,027 +Property, plant and equipment 16 56,837 54,142 51,791 +Investment properties 19 7,456 6,849 6,241 +Right-of-use assets 18 2,360 756 729 +Intangible assets 17 269 234 199 +Deferred tax assets 21 1,201 1,060 1,413 +Deposits paid for acquisition of property, plant +and equipment 1,300 456 1,664 +261,227 343,855 386,313 +CURRENT ASSETS +Inventories 23 25,805 40,964 21,517 +Trade and bills receivables 24 72,031 66,079 100,879 +Deposits, other receivables and prepayments 25 1,548 1,102 6,578 +Amount due from a related party 40(b) 41,576 — — +Amounts due from subsidiaries 40(b) 5,752 14,452 12,335 +Cash and cash equivalents 26(b) 36,455 23,029 48,348 +183,167 145,626 189,657 +Assets classified as held for sale 30 —2 , 0 0 0 — +183,167 147,626 189,657 +CURRENT LIABILITIES +Trade and other payables 27 38,957 36,578 30,800 +Amounts due to subsidiaries 40(b) 17,750 10,443 25,943 +Amounts due to related parties 40(b) — 10,000 — +Contract liabilities 28 221 366 162 +Bank borrowings 29 19,922 — — +Tax payable 38 8,368 6,884 +76,888 65,755 63,789 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 8– + + +--- page 320 --- +As at 31 December +2023 2024 2025 +NOTES RMB’000 RMB’000 RMB’000 +NET CURRENT ASSETS 106,279 81,871 125,868 +TOTAL ASSETS LESS CURRENT +LIABILITIES 367,506 425,726 512,181 +CAPITAL AND RESERVES +Share capital 33 272,143 272,143 272,143 +Reserves 34 95,363 153,583 240,038 +TOTAL EQUITY 367,506 425,726 512,181 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 9– + + +--- page 321 --- +CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY +Equity attributable to owners of the Company +Share +capital +Capital +reserve +(note i) +Statutory +reserve +(note ii) +Other +Reserve +Retained +earnings Total +Non- +controlling +interests Total equity +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2023 181,429 29,580 33,057 — 148,558 392,624 — 392,624 +Profit (loss) and total comprehensive income +(expense) for the year — — — — 55,494 55,494 (13) 55,481 +Dividend recognised as distribution (note 13) — — — — (86,181) (86,181) — (86,181) +Issue of shares (note 33) 90,714 — — — (90,714) — — — +Statutory fund appropriation — — 4,641 — (4,641) — — — +At 31 December 2023 272,143 29,580 37,698 — 22,516 361,937 (13) 361,924 +Profit and total comprehensive income for the +year — — — — 75,140 75,140 — 75,140 +Dividend recognised as distribution (note 13) — — — — (40,819) (40,819) — (40,819) +Deemed contribution (note iii) — — — 6,978 — 6,978 — 6,978 +Statutory fund appropriation — — 10,255 — (10,255) — — — +Deregistration of a subsidiary — — — — (13) (13) 13 — +At 31 December 2024 272,143 29,580 47,953 6,978 46,569 403,223 — 403,223 +Profit and total comprehensive income for the +year — — — — 94,794 94,794 — 94,794 +Statutory fund appropriation — — 8,404 — (8,404) — — — +At 31 December 2025 272,143 29,580 56,357 6,978 132,959 498,017 — 498,017 +Notes: +(i) Amount as at 1 January 2023 represents the surplus of the equity contributions from shareholders over the +registered capital of the Company accumulated fro m prior years and the differences between the amount +by which non-controlling interests are adjusted a nd the fair value of consideration when the Group +acquired interests in existing subsidiaries. +(ii) According to the relevant laws in the People’s Re public of China (the ‘‘PRC’’), companies established in +the Chinese mainland with limited l iability are required to transfer a tl e a s t1 0 %o ft h e i rn e tp r o f i ta f t e r +taxation, as determined under the PRC accounting reg ulations, to a non-distributable reserve fund until +the reserve balance reaches 50% of their respective reg istered capital. The transfer to this reserve must be +made before the distribution of a dividend to owners . Such reserve fund can be used to offset the previous +years’ losses, if any, and is non-dist ributable other than upon liquidation. +(iii) Amount represents the accumulated losses include d by Hainan Pharmaceutical Research Institute Co., +Ltd between the equity transfer from October 2023 a nd September 2024, being borne by the controlling +shareholder pursuant to the supplementary agreement. Details of the equity transf er are disclosed in note +40. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 0– + + +--- page 322 --- +CONSOLIDATED STATEMENTS OF CASH FLOWS +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +OPERATING ACTIVITIES +Profit before tax 63,594 91,765 109,262 +Adjustments for: +Loss arising from changes in fair value less costs to +sell of biological assets 2,971 6,326 2,893 +Bank interest income (283) (311) (172) +Gains arising on initial reco gnition of agricultural +produce at fair value less costs to sell at the point +of harvest — unrealised (4,056) (9,029) (16,907) +Finance costs 667 2,226 34 +Exchange (gain) loss (94) (67) 17 +Fair value change on financial assets at FVTPL (263) (106) (132) +Depreciation of property, plant and equipment 10,344 9,885 9,974 +Depreciation of investment properties 607 979 1,002 +Depreciation of right-of-use assets 1,271 2,344 2,190 +Amortisation of intangible assets 129 129 130 +(Gain) loss on disposal of property, plant and +equipment (64) 27 29 +Gain on early termination of lease agreements — (109) — +(Reversal of) impairment loss under expected credit +loss model, net of reversal (333) (118) 2,491 +Gain on disposal of +a subsidiary — — (3,786) +Provision of inventories 3,335 16,526 2,231 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 1– + + +--- page 323 --- +Year ended 31 December +2023 2024 2025 +Note RMB’000 RMB’000 RMB’000 +Operating cash flows before movements in working +capital 77,825 120,467 109,256 +Decrease (increase) in inventories 10,104 (4,499) 10,859 +(Increase) decrease in trade and bills receivables (11,250) 5,713 (37,681) +Decrease (increase) in amounts from related parties 1,642 278 (1,083) +Decrease (increase) in other receivables and +prepayments 1,070 (1,746) (4,227) +Decrease (increase) in contract cost 554 (260) (3) +Increase (decrease) in trade and other payables 4,650 (6,741) (5,924) +Decrease in amounts to related parties (1,431) (485) (6) +Decrease in contract liab ilities (2,153) (648) (508) +Cash generated from operations 81,011 112,079 70,683 +Income tax paid (12,688) (8,335) (14,029) +Interest received 283 311 172 +NET CASH FROM OPERATING ACTIVITIES 68,606 104,055 56,826 +INVESTING ACTIVITIES +Proceeds from maturity of financial assets at +FVTPL 92,757 17,499 41,088 +Proceeds on disposal of property, plant and +equipment 191 286 770 +Proceeds from disposal of biological assets 6,206 4,059 2,197 +Purchase of property, plant and equipment and +intangible assets (19,889) (10,992) (31,028) +Prepayment for land use rights of a related party +(note) — (20,000) — +Return of prepayment for land use rights of a +related party (note) — 20,000 — +Purchase of leasehold land (653) — — +Payments for biological assets (10,530) (5,650) (5,010) +Purchase of investment properties (3,750) — — +Purchase of financial assets at FVTPL (65,500) (21,500) (36,850) +Disposal of a subsidiary 30 —— 5 , 3 5 8 +Placement of restricted bank balances — — (1,556) +Withdrawal of restricted bank balances 129 — — +NET CASH USED IN INVESTING ACTIVITIES (1,039) (16,298) (25,031) +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 2– + + +--- page 324 --- +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +FINANCING ACTIVITIES +Interest paid (667) (2,248) (5) +Repayment of lease liabilities (321) (3,143) (67) +New bank borrowings raised 29,900 — — +Repayment of bank borrowings (47,600) (19,900) — +New borrowings raised from related parties — 8,500 — +Repayment of borrowings from related parties — (8,500) — +Consideration received from the holding company +(note 40) 41,576 — — +Return of consideration received +(note 40) — (24,598) (10,000) +Dividends paid to owners of the Company (86,181) (40,819) — +Payment of share issue cost for the proposed initial +public offering — (642) (2,551) +NET CASH USED IN FINANCING ACTIVITIES (63,293) (91,350) (12,623) +NET INCREASE (DECREASE) IN CASH AND +CASH EQUIVALENTS 4,274 (3,593) 19,172 +CASH AND CASH EQUIVALENTS AT +1 JANUARY 53,831 58,199 54,673 +Effect of foreign exchange rates changes 94 67 (17) +CASH AND CASH EQUIVALENTS AT +31 DECEMBER 58,199 54,673 73,828 +Represented by: +Cash and cash equivalents 58,199 52,831 73,828 +Assets classified as held for sale — 1,842 — +58,199 54,673 73,828 +Note: In May 2024, the Group’s subsidiary Gaotai Count y Tianhong Sand Grass Industry Development Co., +Ltd. signed an agreement with Gaotai County Jinlu cao Industry Co., Ltd., which is controlled by the +Company’s ultimate controlling shareholder’s clo se family member, to buy land use rights of Gaotai +County Jinlucao Industry Co., Ltd. and prepai d RMB20,000,000. While in September 2024, a +supplemental agreement was signed to terminate the transaction and the prepayment was returned to +Gaotai County Tianhong Sand Grass I ndustry Development Co., Ltd. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 3– + + +--- page 325 --- +NOTES TO THE HISTORICAL FINANCIAL INFORMATION +1. GENERAL INFORMATION +Jiangxi Institute of Biological Products Inc. (form erly known as Jiangxi Institute of Biological Products +(formerly known as Shangha i Institute of Biological Products, which was a state-owned enterprise before +restructuring, and completed the restructuring of the sta te-owned enterprise into a private enterprise in 2002)). +The Company was changed into a joint stock limited company in 2017. During the Track Record Period, Ms. +Jing Yue is the chairman and executive director of the C ompany and the ultimate cont rolling shareholder of the +Company. Ms. Jing Yue indirectly held 76.64% of t he Company’s share through Hainan Zhizheng +Biotechnology Development Co., Ltd. (‘‘Hainan Zhiz heng’’), which is held as to 99% by Ms. Jing Yue and +Shenzhen Qianhai Tianzheng Biotechnology Co., Ltd. ( ‘‘Qianhai Tianzheng’’), which is wholly owned by +Hainan Zhizheng. The addresses of the registered offi ce and the principal place of business of the Company are +set out in the section headed ‘‘Corporate Information’’ to the Prospectus. +The Group is principally engaged in the businesses of r esearch and development, and production and sale +of human tetanus antitoxin. +2. BASIS OF PREPARATION OF THE HIST ORICAL FINANCIA L INFORMATION +The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards +issued by the IASB. Further details of the materia l accounting policy information are set out in note 4. +The Historical Financial Information is prese nted in RMB, which is the currency of the economic +environment in which the Company operates and all values are rounded to the nearest thousand (RMB’000) +except when otherwise indicated. +3. APPLICATION OF IFRS ACCOUNTING STANDARDS +For the purpose of preparing the Historical Financial Information for the Track Record Period, the +Group has consistently applied the IFRS Accounting Sta ndards which are effective for the accounting period +beginning on 1 January 2025 throughout the Track Record Period. +New and amendments to IFRS Accounting S tandards in issue but not yet effective +At the date of this report, the Group has not ea rly adopted the following new and amendments to +IFRS Accounting Standards that have been issued but are not yet effective: +Amendments to IAS 21 Translation to a Hyp erinflationary Presentation Currency 3 +Amendments to IFRS 9 and +IFRS 7 +Amendments to the Classification and Measurement of Financial +Instruments 2 +Amendments to IFRS 9 and +IFRS 7 +Contracts Referencing Nature-dependent Electricity 2 +Amendments to IFRS 10 and +IAS 28 +Sale or Contribution of Assets between an Investor and its +Associate or Joint Venture 1 +Amendments to IFRS +Accounting Standards +Annual Improvements to IFRS Accounting Standards — Volume +112 +IFRS 18 Presentation and Disclosure in Financial Statements 3 +IFRS 20 Regulatory Assets and Regulatory Liabilities 4 +1 Effective for annual periods beginni ng on or after a date to be determined +2 Effective for annual periods be ginning on or after 1 January 2026 +3 Effective for annual periods be ginning on or after 1 January 2027 +4 Effective for annual periods be ginning on or after 1 January 2029 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 4– + + +--- page 326 --- +IFRS 18 Presentation and Disclosure in Financial Statements +IFRS 18 ‘‘Presentation and Disclosure in Fin ancial Statements’’ sets out requirements on +presentation and disclosures in financial statement s and it will replace IAS 1 ‘‘Presentation of Financial +Statements’’. The new IFRS 18 introduces new require ments to present specified categories and defined +subtotals in the statement of profit or loss and othe r comprehensive income; provide disclosures on +management-defined performance measures in t he 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 will be effective for annual periods be ginning on or after 1 January 2027, with early +application permitted. The directors of the Comp any anticipate that the application of IFRS 18 is +expected to affect the presentation of the consolidated statement of profit or loss and disclosures in future +consolidated financial statements, its impacts on pres entation and disclosure are expected to be pervasive, +in particular those related to the consolidated sta tement of profit or loss, even though the IFRS 18 will +have no material impact on the financial position a nd performance of the Group given it will not impact +the recognition or measurement of items in t he consolidated financial statements. +Except as described above, the directors of the Company consider that the application of all the new +and amendments to IFRS Accounting Standards is unlikely to have a material impact on the Group’s +financial position and performa nce in the foreseeable future. +4. MATERIAL ACCOUNTING POLICY INFORMATION +The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards +issued by the IASB. For the purpose of preparation of the H istorical Financial Information, information is +considered material if such information is reasonably e xpected to influence decisions made by primary users. In +addition, the Historical Financial I nformation includes applicable disclosures required by the Rules Governing +the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and by the Hong +Kong Companies Ordinance. +The Historical Financial Information has been prep ared on the historical cost basis except for certain +financial instruments that are measu red at fair values and biological assets that are measured at fair value less +costs to sell at the end of each reporting period, as explained in the accounting policies set out below. +Fair value is the price that would be received to sell a n asset or paid to transfer a liability in an orderly +transaction between market participants at the measure ment date, regardless of whether that price is directly +observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, +the Group takes into account the characteristics of the ass et or liability if market par ticipants would take those +characteristics into account when pricing the asset o r liability at the measurement date. Fair value for +measurement and/or disclosure purposes in the Historica l Financial Information is determined on such a basis, +except for leasing transactions that are accounted for in a ccordance with IFRS 16 ‘‘Leases’’, and measurements +that have some similarities to fair value but are not fair val ue, such as net realisable value in IAS 2 ‘‘Inventories’’ +or value in use in IAS 36 ‘‘Impairment of Assets.’’ +Basis of consolidation +The Historical Financial Information incorporat es the financial statements of the Company and +entities controlled by the Company and its subsid iaries. Control is achieved where the Company: +. has power over the investee; +. is exposed, or has rights, to variable returns from its involvement with the investee; and +. has the ability to use its power to affect its returns. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 5– + + +--- page 327 --- +The Group reassesses whether or not it controls an in vestee if facts and circumstances indicate that +there are changes to one or more of the three elements of control listed above. +When necessary, adjustments are made to the financial statements of subsidiaries to bring their +accounting policies in line with the Group’s accounting policies. +All intra-group assets and lia bilities, equity, income, expe nses and cash flows relating to +transactions between members of the Group are eliminated in full on consolidation. +Changes in the Group’s interests in existing subsidiaries +When the Group loses control of a subsidiary, the assets and liabilities of that subsidiary and +non-controlling interests (if any) are derecognised. A gain or loss is recognised in profit or loss and is +calculated as the difference between (i) the aggregat e of the fair value of the consideration received and the +fair value of any retained interest and (ii) the carr ying amount of the assets (including goodwill), and +liabilities of the subsidia ry attributable to the owners of the Comp any. All amounts previously recognised +in other comprehensive income in relation to that s ubsidiary are accounted for as if the Group had directly +disposed of the related assets or liabil ities of the subsidiary (i.e. reclassi fied to profit or loss or transferred +to another category of equity as specifi ed/permitted by applicable IFRSs). +Merger accounting for business combination involving businesses under common control +The consolidated financial statements incorporate the financial statements items of the combining +businesses in which the common control combination occurs as if they had been combined from the date +when the combining businesses first came under the control of the controlling party. +The net assets of the combining businesses are c onsolidated using the existing book values from the +controlling party’s perspective. No amount is recogn ised in respect of goodwill or bargain purchase gain +at the time of common control combination. +Expenditure incurred in relation to a common cont rol combination that is to be accounted for by +using merger accounting is recognised as an expense in the period in which it is incurred. +The consolidated statement of profit or loss include s the results of each of the combining businesses +from the earliest date presented or since the date when the combining businesses first came under the +common control, where this is a shorter period. +Non-current assets held for sale +Non-current assets (and disposal groups) are classified as held for s ale if their carrying amount will +be recovered principally through a sale transactio n rather than through continuing use. This condition is +regarded as met only when the asset (or disposal group ) is available for immediate sale in its present +condition subject only to terms that are usual and cus tomary for sales of such asset (or disposal group) +and its sale is highly probable. Management must be committed to the sale, which should be expected to +qualify for recognition as a completed sale wi thin one year from the date of classification. +When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets +and liabilities of that subsidiary are classified as he ld for sale when the criteria described above are met, +regardless of whether the Group will retain a non-cont rolling interest in the relevant subsidiary after the +sale. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 6– + + +--- page 328 --- +Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their +carrying amount and fair value less costs to sell, ex cept for financial assets within the scope of IFRS 9 +‘‘Financial Instruments’’ which continue to be meas ured in accordance with the accounting policies as set +out below. +Revenue from contracts with customers +Information about the Group’s accounting policie s relating to revenue from contracts with +customers is provided in note 6. +Leases +Definition of a lease +The Group assesses whether a contract is or contai ns a lease based on the definition under IFRS 16 +at inception of the contract. Such contract will not be reassessed unless the terms and conditions of the +contract are subsequently changed. +The Group as a lessee +Short-term leases and leases of low-value assets +The Group applies the short-term lease recognition exemption to leases of motor vehicles, +machinery and equipment and buildings that ha ve a lease term of 12 months or less from the +commencement date and do not contain a purchase opti on. It also applies the recognition exemption for +lease of low-value assets. Lease payments on shor t-term leases and leases of low-value assets are +recognised as expense on a straight -line basis over the lease term. +Right-of-use assets +The cost of right-of-use assets includes: +. the amount of the initial measur ement of the lease liability; +. any lease payments made at or before the commencement date; and +. any initial direct costs incurred by the Group. +Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, +and adjusted for any remeasure ment of lease liabilities. +Right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful +life and the lease term. +The Group presents right-of-use assets as a separ ate line item on the consolidated statements of +financial position. +Lease liabilities +At the commencement date of a lease, the Group reco gnises and measures the lease liability at the +present value of lease payments that are unpaid at th at date. In calculating the present value of lease +payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest +rate implicit in the lease is not readily determinable. +The lease payments include fixed payments ( including in-substance fixed payments). +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 7– + + +--- page 329 --- +After the commencement date, lease liabilities are a djusted by interest accretion and lease payments. +The Group remeasures lease liabilities (and makes a corresponding adjustment to the related +right-of-use assets) whenever the lease term has changed, in which case the related lease liability is +remeasured by discounting the revised lease paym ents using a revised discount rate at the date of +reassessment. +Lease modifications +The Group accounts for a lease modi fication as a separate lease if: +. the modification increases the scope of the lease by adding the right to use one or more +underlying assets; and +. the consideration for the leases increases by an amount commensurate with the stand-alone +price for the increase in scope and any appropriate adjustments to that stand-alone price to +reflect the circumstances of the particular contract. +For a lease modification that is not accounted for a s a separate lease, the Group remeasures the +lease liability based on the lease term of the modified lease by discounting the revised lease payments using +a revised discount rate at the eff ective date of the modification. +The Group accounts for the remeasurement of lease l iabilities by making co rresponding adjustments +to the relevant right-of-use assets. +The Group as a lessor +Classification and measurement of leases +Leases for which the Group is a lessor are classifi ed as finance or operating leases. Whenever the +terms of the lease transfer substant ially all the risks and rewards inci dental to ownership of an underlying +asset to the lessee, the contract is classified as a finan ce lease. All other leases ar e classified as operating +leases. +Rental income from operating leases is recognised in profit or loss on a straight-line basis over the +term of the relevant lease. Initial direct costs incur red in negotiating and arranging an operating lease are +added to the carrying amount of the leased asset, and such costs are recognised as an expense on a +straight-line basis over the lease term. +Foreign currencies +In preparing the financial statements of each indi vidual group entity, transactions in currencies +other than the functional currency of that entity (fo reign currencies) are recognised at the rates of +exchanges prevailing on the dates of the transactions . At the end of each reporting period, monetary items +denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary +items that are measured in terms of historical c ost in a foreign currency are not retranslated. +Exchange differences arising on the settlement of monetary items, and on the retranslation of +monetary items, are recognised in profit o r loss in the period in which they arise. +Borrowing costs +All borrowing costs are recognised in profit or loss in the period in which they are incurred. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 8– + + +--- page 330 --- +Government grants +Government grants are not recognised until ther e is reasonable assurance that the Group will +comply with the conditions attaching to them and that the grants will be received. +Government grants are recognised in profit or loss on a systematic basis over the periods in which +the Group recognises as expenses the related cost s for which the grants are intended to compensate. +Specifically, government grants whose primary condi tion is that the Group should purchase, construct or +otherwise acquire non-current assets are recognised as deferred income in the consolidated statements of +financial position and transferred t op r o f i to rl o s so nas y s t e m a t i cb a s i sover the useful lives of the related +assets. +Government grants related to income that are receivable as compensation for expenses or losses +already incurred or for the purpose of giving imme diate financial support to the Group with no future +related costs are recognised in profit or loss in the p eriod in which they become receivable. Such grants are +presented under ‘‘other income.’’ +Employee benefits +Retirement benefit costs +Payments to state-managed retirement benefit sc heme are recognised as an expense when employees +have rendered service entitlin g them to the contributions. +Short-term employee benefits +Short-term employee benefits are recognised at the undiscounted amount of the benefits expected to +be paid as and when employees rendered the services. A ll short-term employee benefits are recognised as +an expense unless another standard requires or permits the inclusion of the benefit in the cost of an asset. +A liability is recognised for benefits accruing to employees (such as wages and salaries) after +deducting any amount already paid. +Taxation +Income tax expense represents the sum of current and deferred income tax expense. +The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit +before tax because of income or expense that are taxa ble or deductible in other years and items that are +never taxable or deductible. The Group’ s liability for current tax is calculated using tax rates that have +been enacted or substantively enacted by the end of each reporting period. +Deferred tax is recognised on temporary differ ences between the carrying amounts of assets and +liabilities in the Historical Fina ncial Information and the corresponding tax bases used in the computation +of taxable profit. Deferred tax liabilities are general ly recognised for all taxable temporary differences. +Deferred tax assets are generally recognised for all de ductible temporary differences to the extent that it is +probable that taxable profits will be available against w hich those deductible temporary differences can be +utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from +the initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit +nor the accounting profit and at the time of the transaction does not give rise to equal taxable and +deductible temporary differences. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 1 9– + + +--- page 331 --- +Deferred tax liabilities are recognised for taxable te mporary differences associated with investments +in subsidiaries, except where the Group is able to cont rol the reversal of the temporary difference and it is +probable that the temporary difference will not reve rse in the foreseeable future. Deferred tax assets +arising from deductible temporary differences associ ated with such investments are only recognised to the +extent that it is probable that there will be sufficient t axable profits against which to utilise the benefits of +the temporary differences and they are exp ected to reverse in the foreseeable future. +The carrying amount of deferred tax assets is reviewed at the end of each reporting period and +reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow +all or part of the asset to be recovered. +Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the +period in which the liability is settled or the asset is realised, based on tax rate (and tax laws) that have +been enacted or substantively enacted by the end of each reporting period. +The measurement of deferred tax liabilities and a ssets reflects the tax consequences that would +follow from the manner in which the Group expects, at the end of each reporting period, to recover or +settle the carrying amount of its assets and liabilities. +For the purposes of measuring deferred tax for lea sing transactions in which the Group recognises +t h er i g h t - o f - u s ea s s e t sa n dt h er e l a t e dl e a s el i a b ilities, the Group first determines whether the tax +deductions are attributable to the right-o f-use assets or the lease liabilities. +For leasing transactions in which the tax deducti ons are attributable to the lease liabilities, the +Group applies IAS 12 ‘‘Income Taxes’’ requirements to the lease liabilities and the related assets +separately. The Group recognises a deferred tax asset r elated to lease liabilities to the extent that it is +probable that taxable profit will be available against w hich the deductible temporary difference can be +utilised and a deferred tax liability fo r all taxable temporary differences. +Deferred tax assets and liabilities are offset when the re is a legally enforceable right to set off current +tax assets against current tax liabilities and when the y relate to income taxes to the same taxable entity +levied by the same taxation authority. +Current and deferred tax are recognised in profit or loss, except when they relate to items that are +recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax +are also recognised in other comprehensive income or directly in equity respectively. +Property, plant and equipment +Property, plant and equipment are tangible asset s that are held for use in the production or supply +of goods or services, or for administrative purposes other than construction in progress as described +below. Property, plant and equipment are stated in the statements of financial position at cost less +subsequent accumulated depreciation and subs equent accumulated impairment losses, if any. +Properties and machinery and equipment in the c ourse of construction for production, supply or +administrative purposes are carried at cost, less any recognised impairment loss. Costs include any costs +directly attributable to bringing the asset to the l ocation and condition necessary for it to be capable of +operating in the manner intended by management. Depreciation of these assets, on the same basis as other +assets, commences when the assets are ready for their intended use. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 0– + + +--- page 332 --- +When the Group makes payments for ownership in terests of properties which includes both +leasehold land and building elements, the entire cons ideration is allocated between the leasehold land and +the building elements in proportion to the relative f air values at initial recognition. To the extent the +allocation of the relevant payments can be made re liably, interest in leasehold land is presented as +‘‘right-of-use assets’’ in the consolidated statemen t of financial position. When the consideration cannot +be allocated reliably between non-lease buildin g element and undivided interest in the underlying +leasehold land, the entire properties are cl assified as property, plant and equipment. +D e p r e c i a t i o ni sr e c o g n i s e ds oa st ow r i t eo f ft h ecost of property, plant and equipment other than +construction in progress less their residual values ove r their estimated useful lives, using the straight-line +method. The estimated useful live s and depreciation method are reviewed at the end of each reporting +period, with the effect of any changes in esti mate accounted for on a prospective basis. +An item of property, plant and equipment is d erecognised upon disposal or when no future +economic benefits are expected to arise from the conti nued use of the asset. Any gain or loss arising on the +disposal or retirement of an item of property, plant a nd equipment is determined as the difference between +the sales proceeds and the carrying amount of t he asset and is recognised in profit or loss. +Investment properties +Investment properties measured using the cost model +Investment properties are properties held to e arn rentals and/or for capital appreciation. +Investment properties are initially measured at cos t, including any directly attributable expenditure. +Subsequent to initial recognition, investment propert ies are stated at cost less subsequent accumulated +depreciation and any accumulated impairment losses. D epreciation is recognised so as to write off the cost +of investment properties over their estimated useful l ives and after taking into account of their estimated +residual value, using th e straight-line method. +If a property becomes an owner-occupied property because its use has been changed as evidenced by +commencement of owner-occupation , the carrying amount of the property at the date of change in use is +considered as the deemed cost for subsequent accounting. +Intangible assets +Intangible assets acquired separately +Intangible assets with finite useful lives that ar e acquired separately are carried at costs less +accumulated amortisation and any accumulated impai rment losses. Amortisation for intangible assets +with finite useful lives is recognised on a straight-line basis over their es timated useful lives. The estimated +useful life and amortisation method are reviewed at t he end of each reporting period, with the effect of any +changes in estimate being accounted for on a prospective basis. +Research and development expenditure +Expenditure on research activities is recognized as an expense in the period in which it is incurred. +Inventories +Inventories are stated at the lower of cost and n et realisable value. Costs of inventories are +determined on weighted average method. Net realisabl e value represents the estimated selling price for +inventories less all estimated costs of completion and costs necessary to make the sale. Costs necessary to +make the sale include incremental cos ts directly attributable to the sale. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 1– + + +--- page 333 --- +Biological assets +The Group’s biological assets include horses and fo rage grass plant. Biologi cal assets are measured +on initial recognition and at the end of each reporting pe riod at their fair value less costs to sell, with any +resulting gain or loss recognised in profit or loss for the year in which it arises. Costs to sell are the +incremental costs directly attri butable to the disposal of an asset, excluding finance costs and income +taxes. The fair value of biological assets is determined based on their present condition and is determined +independently by a professional valuer. +Agricultural produce +Agricultural produce harvested from the biologica l assets are recognised at the point of harvest at +fair value less costs to sell. A gain or loss arising from agricultural produce at the point of harvest +measuring at fair value less costs to sell is include di np r o f i to rl o s sf o rt h ep e r i o di nw h i c hi ta r i s e s . +Financial instruments +Financial assets and financial liabilities are re cognised when a group entity becomes a party to the +contractual provisions of the instrument. +Financial assets and financial liabilities are in itially measured at fair value except for trade +receivables arising from contracts w ith customers which are initially measured in accordance with IFRS 15 +‘‘Revenue from Contracts with Customers’’. Transa ction costs that are directly attributable to the +acquisition or issue of financial assets and financial li abilities are added to or deducted from the fair value +of the financial assets or financial liabilities, as a ppropriate, on initial recognition. Transaction costs +directly attributable to the acquisition of financial a ssets or financial liabiliti es at FVTPL are recognised +immediately in profit or loss. +The effective interest method is a method of calcul ating the amortised cost of a financial asset or +financial liability and of allocating interest incom e and interest expense over the relevant period. The +effective interest rate is the rate that exactly dis counts estimated future cash receipts and payments +(including all fees and points paid o r received that form an integral part of the effective interest rate, +transaction costs and other premiums or discounts) th rough the expected life of the financial asset or +financial liability, or, where appropriate, a shor ter period, to the net carrying amount on initial +recognition. +Financial assets +All regular way purchases or sales of financi al assets are recognised and derecognised on a +settlement date basis. Regular way purchases or sales are purchases or sales of financial assets that require +delivery of assets within the time frame establis hed by regulation or convention in the market place. +Classification and subsequent measurement of financial assets +Financial assets that meet the following conditi ons are subsequently measured at amortised cost: +. the financial asset is held within a business model whose objective is to collect contractual cash +flows; and +. the contractual terms give rise on specified da tes to cash flows that are solely payments of +principal and interest on the principal amount outstanding. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 2– + + +--- page 334 --- +All other financial assets are subsequently meas ured at FVTPL, except that at the date of initial +recognition of a financial asset the Group may irrevo cably elect to present subsequent changes in fair +value of an equity investment in other comprehensiv e income if that equity investment is neither held for +trading nor contingent consideration recognised by an acquirer in a business combination to which IFRS +3 ‘‘Business Combinations’’ applies. +A financial asset is held for trading if: +. it has been acquired principally for t he purpose of selling in the near term; or +. on initial recognition it is a part of a portfolio of identified financial instruments that the +Group manages together and has a recent actual pattern of short-term profit-taking; or +. it is a derivative that is not designated and effective as a hedging instrument. +(i) Amortised cost and interest income +Interest income is recognised using the effectiv e interest method for financial assets measured +subsequently at amortised cost. Interest income is ca lculated by applying the effective interest rate to the +gross carrying amount of a financial asset, except fo r financial assets that have subsequently become +credit-impaired (see below). For financial assets that have subsequently become cr edit-impaired, interest +income is recognised by applying the effective interes t rate to the amortised cost of the financial asset from +the next reporting period. If the credit risk on the cred it-impaired financial instrument improves so that +the financial asset is no longer credit-impaired, inte rest income is recognised by applying the effective +interest rate to the gross carrying amount of the finan cial asset from the beginning of the reporting period +following the determination that the asset is no longer credit-impaired. +(ii) Equity investment classified as FVTOCI +Investments in equity investments at FVTOCI are subsequently measured at fair value with gains +and losses arising from changes in fair value recogn ised in other comprehensive income and accumulated +in the investment revaluation reserve; and are not s ubject to impairment assessment. The cumulative gain +or loss will not be reclassified to profit or loss on dis posal of the equity investment, and will be transferred +to retained earnings. +(iii) Financial assets at FVTPL +Financial instrument that do not meet the criteri a for being measured at amortised cost or FVTOCI +or designated as FVTOCI are measured at FVTPL. +Financial assets at FVTPL are measured at fair v alue at the end of each reporting period, with any +fair value gains or losses recognised in profit or lo ss. The net gain or loss recognised in profit or loss +includes any dividend or interest earned on the financial asset and is included in the ‘‘other gains and +losses’’ line item. +Impairment of financial assets subject to impairment assessment under IFRS 9 +The Group performs impairment assessment under expected credit loss (‘‘ECL’’) model on financial +assets (including trade and bills receivables, othe r receivables, deposits, amounts due from related +parties/subsidiaries, restricted bank balances and bank balances) which are subject to impairment +assessment under IFRS 9. The amount of ECL is update d at each reporting date to reflect changes in +credit risk since initial recognition. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 3– + + +--- page 335 --- +Lifetime ECL represents the ECL t hat will result from all possible default events over the expected +life of the relevant instrument. In contrast, 12-mont h ECL (‘‘12m ECL’’) represents the portion of lifetime +ECL that is expected to result from default events tha t are possible within 12 m onths after the reporting +date. Assessment are done based on the Group’s historical credit loss experience, adjusted for factors that +are specific to the debtors, general economic condi tions and an assessment of both the current conditions +at the reporting date as well as the forecast of future conditions. +The Group always recognises lifetime ECL for trade receivables. +For all other instruments, the Group measures th e loss allowance equal to 12m ECL, unless there +has been a significant increase in credit risk since ini tial recognition, in which case the Group recognises +lifetime ECL. The assessment of whether lifeti me ECL should be recognised is based on significant +increases in the likelihood or risk of a defau lt occurring since initial recognition. +(i) Significant increase in credit risk +In assessing whether the credit risk has increased s ignificantly since initial recognition, the Group +compares the risk of a default occurring on the financial instrument as at the reporting date with the risk +of a default occurring on the financial instrument a s at the date of initial recognition. In making this +assessment, the Group considers bot h quantitative and qualitative information that is reasonable and +supportable, including historical experience and f orward-looking informatio n that is available without +undue cost or effort. +In particular, the following information is taken into account when assessing whether credit risk has +increased significantly: +. an actual or expected significant deteriorati on in the financial instrument’s external (if +available) or internal credit rating; +. existing or forecast adverse changes in busin ess, financial or economic conditions that are +expected to cause a significant decrease in the debtor’s ability to meet its debt obligations; +. an actual or expected significant deterioration in the operating results of the debtor; +. an actual or expected significant adverse chan ge in the regulatory, economic, or technological +environment of the debtor that results in a sign ificant decrease in the debtor’s ability to meet +its debt obligations. +Irrespective of the outcome of the above assessme nt, the Group presumes that the credit risk has +increased significantly since initial recognition when contract ual payments are more than 30 days past +due, unless the Group has reasonable and supporta ble information that demonstrates otherwise. +The Group regularly monitors the effectiveness of t he criteria used to identify whether there has +been a significant increase in credit risk and revis es them as appropriate to ensure that the criteria are +capable of identifying significant increase i n credit risk before the amount becomes past due. +(ii) Definition of default +For internal credit risk management, the Gr oup considers an event of default occurs when +information developed internally or obtained from ext ernal sources indicates that the debtor is unlikely to +pay its creditors, including the Group, in full (wit hout taking into account any collaterals held by the +Group). +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 4– + + +--- page 336 --- +Irrespective of the above, the Group considers tha t default has occurred when a financial asset is +more than 90 days past due unless the Group has reasona ble and supportable infor mation to demonstrate +that a more lagging default criterion is more appropriate. +(iii) Credit-impaired financial assets +A financial asset is credit-impaired when one or mo re events that have a detrimental impact on the +estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is +credit-impaired includes observab le data about the following events: +. significant financial difficul ty of the issuer or the borrower; +. a breach of contract, such as a default or past due event; +. the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s +financial difficulty, having granted to the borrower a concession(s) that the lender(s) would +not otherwise consider; or +. it is becoming probable that the borrower w ill enter bankruptcy or other financial +reorganisation. +(iv) Write-off policy +The Group writes off a financial asset when there i s information indicating that the counterparty is +in severe financial difficulty and there is no rea listic prospect of recovery, for example, when the +counterparty has been placed under liquidation or ha s entered into bankruptcy proceedings. Financial +assets written off may still be subject to enforcemen t activities under the Group’s recovery procedures, +taking into account legal advice where appropriate. A write-off constitutes a derecognition event. Any +subsequent recoveries are recognised in profit or loss. +(v) Measurement and recognition of ECL +The measurement of ECL is a function of the proba bility of default, loss given default (i.e. the +magnitude of the loss if there is a default) and the expos ure at default. The assessment of the probability of +default and loss given default is based on historical d ata and forward-looking information. Estimation of +ECL reflects an unbiased and probabi lity-weighted amount that is determined with the respective risks of +default occurring as the weights. +G e n e r a l l y ,t h eE C Li st h ed i f f e r e n c eb e t w e e na l lcontractual cash flows that are due to the Group in +accordance with the contract and t he cash flows that the Group expects to receive, discounted at the +effective interest rate deter mined at initial recognition. +The ECL on trade receivables, except for those ass essed individually for debtors with significant +balances or other case with specific circumstance, is measured on a collective basis and those financial +instruments are grouped under a provis ion matrix based on shared credit ri sk characteristics by reference +to aging for the debtors. +Interest income is calculated based on the gross c arrying amount of the financial asset unless the +financial asset is credit-impaired, in which case inte rest income is calculated based on amortised cost of +the financial asset. +The Group recognises an impairment gain or loss in p rofit or loss for all financial instruments by +adjusting their carrying amount, with the exception of trade receivables and other receivables where the +corresponding adjustment is recognis ed through a loss allowance account. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 5– + + +--- page 337 --- +Derecognition of financial assets +The Group derecognises a financial asset only whe n the contractual rights to the cash flows from the +asset expire, or when it transfers the financial a sset and substantially all the risks and rewards of +ownership of the asset to another entity. +On derecognition of a financial asset measured at a mortised cost, the differ ence between the asset’s +carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. +On derecognition of an equity instrument designated at FVTOCI, the cumulative gain or loss +previously accumulated in the investment revaluation reserve is reclassified to retained earnings. +Financial liabilities and equity +Classification as debt or equity +Debt and equity instruments issued by a group entity are classified as either financial liabilities or as +equity instruments in accordance with the substance o f the contractual arrangements and the definitions +of a financial liability a nd an equity instrument. +Equity instruments +An equity instrument is any contract that evidences a r esidual interest in the assets of an entity after +deducting all of its liabilities. Equity instrument s issued by the Company are recognised at the proceeds +received, net of direct issue costs. +Financial liabilities at amortised cost +All financial liabilities including trade and othe r payables, amounts due to related parties and bank +borrowings are subsequently measured at amorti sed cost using the effective interest method. +Derecognition of financial liabilities +The Group derecognises financia l liabilities when, and only whe n, the Group’s obligations are +discharged, cancelled or have expired. The differ ence between the carrying amount of the financial +liability derecognised and the consideration p aid and payable is recognised in profit or loss. +5. KEY SOURCES OF ESTIMATION UNCERTAINTY +In the application of the Group’s accounting policies, the directors of the Company are required to make +judgements, estimates and assumpti ons about the carrying amounts of assets a nd liabilities that are not readily +apparent from other sources. The estima tes and associated assumptions are b ased on historical experience and +other factors that are considered to be relevant. Actual results may differ from these estimates. +The estimates and underlying assumptions are revie wed on an ongoing basis. Revisions to accounting +estimates are recognised in the period in which the estim ate is revised if the revision affects only that period, or +in the period of the revision and future periods if th e revision affects both current and future periods. +The following are the key assumptions concerning the future, and other key sources of estimation +uncertainty at the end of each reporting period that may h ave a significant risk of caus ing a material adjustment +to the carrying amounts of assets and liabi lities within the next twelve months. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 6– + + +--- page 338 --- +Fair value measurement of biological assets +The Group’s biological assets are measured at fair value less costs to sell at the end of each reporting +period. The Group uses valuation techniques that inc lude inputs that are not base d on market observable +data to estimate the fair value of biological assets. F or horses that are not yet in use for plasma collection +(i.e. immature horses), the fair value is determin ed using the market approach, based on the recent +transaction prices. For horses in the plasma collectio n stage (i.e. horses used for production), replacement +cost approach was adopted, with the value derived fro m the relationship between the plasma collection +cycle and the disposal price after pr oductive use, as indicated by historical records. For forage grass plant +that are near harvest stage, the fair value is determ ined using the market approach, based on the recent +transaction prices. For forage grass plant during t he growth stage, replacement cost approach was +adopted. Any changes in the inputs may affect the fair val ue of the Group’s biologica l assets significantly. +The carrying amount of the Group’s biological assets are set out in notes 20 and 39. +Net realisable value of inventories +Net realisable value of inventories is the estimate d selling price in the ordinary course of business +less estimated costs of completion and the estimated costs necessary to make the sale. These estimates are +based on the current market conditions and the historic al experience of sale of products of similar natures. +Any change in the assumptions would increase or decr ease the amount of inventories write-down or the +related reversals of write-down made in prior year s and affect the Group’s net assets value. The Group +reassesses these estimates periodically. The c arrying amounts of the Group’s and the Company’s +inventories are set out in note 23. +Recognition of deferred tax assets +Deferred tax assets in respect of tax losses carried forward and deductible temporary differences are +recognised and measured based on the expected manne r of realisation or settlement of the carrying +amount of the relevant assets and lia bilities, using tax rates enacted o r substantively enacted at the end of +each reporting date. In determining the carrying am ounts of deferred tax assets, expected taxable profits +are estimated which involves several assumptions re lating to the operating environment of the Group and +require a significant level of judgement exercised by the directors. Any change in such assumptions and +judgement would affect the carrying amounts of defer red tax assets to be recognised and hence the net +profit in future years. +The information about the Group’s defer red tax assets is disclosed in note 21. +Estimated impairment of trade receivables and other receivables +Trade receivables and other receivables are assessed i ndividually for debtor with significant balances +or other case with specific circumstance. In additi on, the Group uses collective assessment to calculate +ECL for insignificant trade receivables and other r eceivables balances at the end of each reporting period. +The ECL rates are based on collective assessment and by reference to aging. The collective assessments are +based on the Group’s historical default rates taking i nto consideration forward-looking information that +is reasonable and supportable available without undue co sts or effort. The historical observed default +rates are reassessed and changes in the forward-l ooking information are considered at the end of each +reporting period. The provision of ECL i s sensitive to changes in estimates. +The information about the Group’s trade receiva bles and other receivables and the related ECL +disclosures are set out in notes 24, 25 and 38, respectively. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 7– + + +--- page 339 --- +6. REVENUE AND SEGMENT INFORMATION +(i) Disaggregation of revenue +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Type of goods or services +Sale of pharmaceutical and other products +Human Tetanus Antitoxin 184,069 205,901 226,834 +Others 2,888 7,487 3,002 +186,957 213,388 229,836 +Technical service income 11,064 7,367 5,572 +Total 198,021 220,755 235,408 +Timing of revenue recognition for contracts with customers +At point in time 198,021 220,755 235,408 +Geographical markets +Chinese mainland 195,002 212,732 222,975 +Overseas 3,019 8,023 12,433 +Total 198,021 220,755 235,408 +(ii) Revenue accounting policies and performanc e obligations for contracts with customers +Sale of pharmaceutical products +Revenue from the sale of pharmaceutical produc ts is recognised at point in time when control +of the goods has transferred. For domestic sales, revenue is recognised when control of the goods +has transferred, being when the goods have been deli vered to the customers’ specific locations and +accepted. For overseas sales, revenue is recognis ed when control of the goods has transferred, being +the port of discharge of goods. Following the deliver y, the customers have the primary responsibility +for the risks of obsolescence and loss in relation t o the goods while they can request for return only +if the goods delivered do not meet the required quality standards. +The credit period granted to customers by the Group is determined based on the +characteristics of customers’ credit risks and t he management of the Group considers that there is +no significant financing component. For customer s with long-term relations hips, the normal credit +period granted ranging from 30 to 90 days upon goods accepted by customers and invoices issued. +The Group requests advance payments for certain new customers and such advance payments are +recorded as contract liabilitie s until the control of the goods is tr ansferred to the customers. A +contract liability represents t he Group’s obligation to transfer g oods or services to a customer for +which the Group has received consideration (or an amount of consideration is due) from the +customer. +Technical service income +The Group provides technical service for pharm aceutical testing and inspection. Such services +are recognised as a performance obligation at point in time. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 8– + + +--- page 340 --- +The normal credit term is 30 to 90 days upon services provided and invoices issued. +Contract costs capitalised relate to cost to fulf ill technical service c ontracts which are still +under research and development process at each re porting date. Contract costs are recognised as +part of cost of sales in the consolidated statements of profit or loss and other comprehensive income +in the period in which revenue from the related service income is recognised. There was no +impairment in relation to the opening balance of cap italised costs or the costs capitalised during the +Track Record Period. +(iii) Transaction price allocated to the remaining performance obligation for contracts with customers +Most of the sale contracts are for periods of one year or less. As permitted by IFRS 15, the +transaction price allocated t o these unsatisfied performanc e obligations is not disclosed. +Segment information +For the purpose of resources allocation and perform ance assessment, the executive directors of the +Company, being the chief operating decision makers (‘ ‘CODMs’’), review the overall results and financial +position of the Group as a whole and accordingly, th e Group has only one reportable segment and no +further analysis of this single segment is presented. +Segment assets and liabilities +No assets and liabilities are included in the measur es of the Group’s segment reporting that are used +by the CODMs. Accordingly, no segment a ssets and liabilities are presented. +Geographical information +All of the Group’s non-current assets are located in the Chinese mainland and revenue from +geographical markets are stated in the above disaggregation of revenue. +Information about major customers +Revenue from customers contributing over 10% of total revenue of the Group for each reporting +period is as below: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Customer A Sale of pharmaceutical products N/A 1 28,631 27,049 +1 Revenue from the customer is less than 10% of the total sales of the Group. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 2 9– + + +--- page 341 --- +7. OTHER INCOME +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Bank interest income 283 311 172 +Rental income (Note i) 796 1,065 616 +Incentive subsidies (Note ii) 1,065 2,162 3,792 +2,144 3,538 4,580 +Note i: Direct operating expenses related to rental income were RMB1,033,000, RMB1,537,000 and +RMB1,002,000 for the years ended 31 December 2023, 2024 and 2025. +Note ii: The amounts recognised mainly represent subsidie s granted by local government authorities to +support the operating activities of the Group, in which no future related cost is expected to be +incurred. These government grants with no unful filled conditions are recognised when payments +were received or became receivable. +8. OTHER GAINS AND LOSSES +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Gain (loss) on disposal of property, plant and equipment 64 (27) (29) +Gain on early termination of lease agreements — 109 — +Fair value change on financial assets at FVTPL 263 106 132 +Gain on disposal of a subsidiary (note 30) — — 3,786 +Others 66 (74) (225) +393 114 3,664 +9. FINANCE COSTS +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Interest expense on: +— lease liabilities 42 52 34 +— bank borrowings 625 328 — +— loan from a related party — 1,846 — +Total 667 2,226 34 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 0– + + +--- page 342 --- +10. IMPAIRMENT LOSSES UNDER EXPECTED CREDIT LOSS MODEL, NET OF REVERSAL +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Impairment losses reversal (recognised) on: +— trade receivables 155 249 (2,251) +— other receivables 178 (131) (240) +Total 333 118 (2,491) +11. INCOME TAX EXPENSE +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Current tax: +— PRC Enterprise Income Tax (‘‘EIT’’) 7,922 16,096 12,993 +(Over)under provision in prior years: +— EIT (41) 70 (112) +Deferred tax (note 21) 232 459 1,587 +Total 8,113 16,625 14,468 +According to the Enterprise Income Tax Law of the People’s Republic of China (the ‘‘EIT Law’’) and the +Implementation Regulations of the EIT Law, hi-tech ente rprises are entitled to a preferential income tax rate of +15%. The Company and its subsidiaries, Gaotai County Tianhong Biochemical Technology Development Co., +Ltd. and Chifeng Bo-en Pharmaceutical Co., Ltd., have obtained high-tech enterp rise certification and are +subject to a preferential EIT of 15% during the Track Record Period. +According to the Announcement of the Ministry of Fina nce and the State Admini stration of Taxation on +Further Implementing the Preferenti al Policies for Income Tax of Small a nd Micro Enterprises (No.13,2022) +and the Announcement on Further Supporting the Dev elopment of Tax policies for Small and Micro +Enterprises and Industrial and Commercial Househol ds (No. 12, 2023), from 1 January 2022 to 31 December +2027, the annual taxable income of small and low-profit enterprises exceeding RMB1 million but not exceeding +RMB3 million shall be reduced by 25%, and enterprise income tax shall be paid at the tax rate of 20%. During +the Track Record Period, Chifeng Bo- en Pharmaceutical Co., Ltd., Jiangs heng (Shenzhen) Biotechnology R & +D Center Co., Ltd. and Jiangxi Tianzheng Biotechnology C o., Ltd. enjoyed corresponding enterprise income tax +concessions according to the applicable ranges. +According to Item (1) of Article 27 of EIT Law of Pe ople’s Republic of China, EIT from agricultural, +forestry, animal husbandry and fishery projects s hall be exempted. Gaotai County Tianhong Sand Grass +Industry Development Co., Ltd. which belongs to agricultu ral, forestry, animal husbandry and fishery projects, +enjoys preferential exemption from EIT during the Track Record Period. +Under the EIT Law and Implementation Regulation of the EIT Law, except for the preferential +treatments available to the Company and certain subsidia ries as mentioned above, other subsidiaries within the +Group operating in the PRC are subject to EIT at the statutory rate of 25% during the Track Record Period. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 1– + + +--- page 343 --- +The taxation for the Track Record Period can be reconc iled to the profit before tax per the consolidated +statements of profit or loss and other comprehensive income as follows: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Profit before tax 63,594 91,765 109,262 +Tax at the statutory rate of 25% applicable to +the Company 15,899 22,941 27,316 +Tax effect of expenses not deductible for tax purposes 112 184 382 +Effect of different tax rates of the Company and PRC +subsidiaries (4,617) (7,657) (10,777) +Tax effect of tax losses not recognised 4,619 2,842 3,228 +Utilisation of tax losses previously not recognised — (105) — +Tax effect of deductible temporary differences not +recognised — 1,023 — +Tax effect of deductible expenses eliminated on +consolidation (4,212) — — +Utilisation of deductible tem porary differences previously +not recognised (160) — — +Tax effect of additional deduction rate on certain research +and development expenses (Note) (3,487) (2,673) (5,569) +(Over)under provision in prior years (41) 70 (112) +Income tax expense 8,113 16,625 14,468 +Note: The eligible expenditures represent research and development costs incurred in the Chinese +mainland and charged to profit or loss, which is subject to a tax deduction ranged from 175% to +200% in the calculation of income tax expense for certain subsidiaries and the Company during +the Track Record Period. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 2– + + +--- page 344 --- +12. PROFIT FOR THE YEAR +Profit for the year has been arrived at after charging: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Directors’, chief executives’ and supervisors’ remuneration +(note 14) 2,834 3,522 4,391 +Other staff costs 34,628 32,419 32,458 +— salaries, wages and allowances 20,921 19,499 20,268 +— performance relate d bonus 4,075 5,276 4,599 +— retirement benefits 2,222 2,143 3,250 +— other staffs’ benefit 7,410 5,501 4,341 +Total staff costs 37,462 35,941 36,849 +Less: Capitalised in biological assets (94) (20) (206) +Capitalised in inventories (5,317) (6,689) (7,676) +32,051 29,232 28,967 +Depreciation of property, plant and equipment 13,806 12,054 12,797 +Depreciation of investment properties 607 979 1,002 +Depreciation of right-of-use assets 1,271 2,344 2,190 +Amortisation of intangible assets 129 129 130 +Total depreciation and amortisation 15,813 15,506 16,119 +Less: Capitalised in biological assets (206) (41) (289) +Capitalised in inventories (3,256) (2,128) (2,534) +Depreciation and amortisation charged directly to profit or +loss 12,351 13,337 13,296 +Expenses relating to short-term leases and low-value assets 219 135 282 +Research and development costs recognised in profit or loss 24,231 13,681 23,700 +Listing expense recognised in profit or loss — 3,660 18,376 +Provision for inventories, net (included in cost of sales/ +services) 3,335 16,526 2,231 +Marketing expenses included in distribution and selling +expenses (Note 1) 25,916 19,367 13,491 +Note 1 : Amounts mainly represent service fees paid to th ird-party marketing se rvice providers for +various marketing services. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 3– + + +--- page 345 --- +Note 2 : Gain arising from initial recognition of agric ultural produce at fair value less estimated +point-of-sales costs at point of harvest — charged to cost of sales included: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Cost of sales for the year 12,418 8,925 4,370 +Inventory as at prior year and realised in cost of sales +for the year 2,271 4,056 9,029 +14,689 12,981 13,399 +13. DIVIDENDS +In May 2023, the Company declared a dividend of RMB9,981,000 (RMB0.055 per share) to the existing +shareholders based on the consolidated retained earnings as of 31 December 2022 and it was paid during the +year ended 31 December 2023. +In October 2023, the Company declared a dividend of RMB76,200,000 (RMB0.28 per share) to the +existing shareholders based on the consolidated retained earnings as of 31 December 2022 and it was paid during +the year ended 31 December 2023. +In September 2024, the Company declared a div idend of RMB40,819,000 (RMB0.15 per share) to the +existing shareholders based on the consolidated retained earnings as of 31 December 2023 and it was paid during +the year ended 31 December 2024. +No dividends had been declared during the year ended 31 December 2025 and subsequent to the end of the +Track Record Period to the date of this report. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 4– + + +--- page 346 --- +14. DIRECTORS’, CHIEF EXECUTIVES’, SU PERVISORS’ AND EMPLOYEES’ EMOLUMENTS +Details of the emoluments paid/payable to th e individuals who were appointed as the directors, +supervisors and chief executives of the Company during the Track Record Period are as follow: +Salaries, +allowance and +benefits in +kind +Performance +related bonus +Retirement +benefit Total +RMB’000 RMB’000 RMB’000 RMB’000 +Year ended 31 December 2023 +Executive directors +Ms. Jing Yue 1 232 137 28 397 +Mr. Liu Yurui 2 80 — — 80 +Mr. Yao Xiaodong 352 372 17 741 +M s .L iL i n g +3 240 18 — 258 +904 527 45 1,476 +Non-executive directors +Ms. Yu Ailian 240 68 — 308 +Mr. Xiao Changqing 240 68 — 308 +480 136 — 616 +Independent non-executive director +Mr. Meng Hong 230 — — 230 +Supervisors +Mr. Zhou Xing +8 1 4 81 01 5 1 7 3 +Mr. Wan Xiaoping 151 22 — 173 +Mr. Kang Weishan 144 14 8 166 +4 4 34 62 3 5 1 2 +2,057 709 68 2,834 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 5– + + +--- page 347 --- +Salaries, +allowance and +benefits in +kind +Performance +related bonus +Retirement +benefit Total +RMB’000 RMB’000 RMB’000 RMB’000 +Year ended 31 December 2024 +Executive directors +Ms. Jing Yue 363 405 29 797 +Mr. Yao Xiaodong 248 484 13 745 +Ms. Jing Ruihua +7 20 61 — 81 +Mr. Li Changqing 4 242 133 43 418 +873 1,083 85 2,041 +Non-executive directors +Ms. Yu Ailian 240 61 — 301 +Mr. Xiao Changqing 240 61 — 301 +480 122 — 602 +Independent non-executive directors +Mr. Meng Hong +5 10 — — 10 +Mr. Dong Tao 7 10 — — 10 +Mr. Zou Pingxue 6 110 — — 110 +Mr. Zeng Xiaoliang 6 90 — — 90 +220 — — 220 +Supervisors +Mr. Wan Xiaoping 151 18 — 169 +Mr. Kang Weishan 142 24 10 176 +Ms. Wang Li +8 177 110 27 314 +470 152 37 659 +2,043 1,357 122 3,522 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 6– + + +--- page 348 --- +Salaries, +allowance and +benefits in +kind +Performance +related bonus +Retirement +benefit Total +RMB’000 RMB’000 RMB’000 RMB’000 +Year ended 31 December 2025 +Executive directors +Ms. Jing Yue 374 617 20 1,011 +Mr. Yao Xiaodong 321 485 37 843 +Ms. Jing Ruihua 246 306 9 561 +Mr. Li Changqing 261 148 31 440 +1,202 1,556 97 2,855 +Non-executive directors +Ms. Yu Ailian 240 54 — 294 +Mr. Xiao Changqing 240 54 — 294 +480 108 — 588 +Independent non-executive directors +Mr. Dong Tao 30 — — 30 +Mr. Zou Pingxue 120 — — 120 +Mr. Zeng Xiaoliang 120 — — 120 +Mr. Wu Di +9 90 — — 90 +360 — — 360 +Supervisors +Mr. Wan Xiaoping 152 18 — 170 +Mr. Kang Weishan 111 17 2 130 +Ms. Wang Li 191 78 19 288 +454 113 21 588 +2,496 1,777 118 4,391 +1 Ms. Jing Yue was appointed as executive director of the Company on 13 January 2022. +2 Mr. Liu Yurui was appointed as executive director of the Company on 13 January 2022 and resigned +as executive director on 27 May 2023. +3 Ms. Li Ling resigned as executive director of the Company on 25 November 2023. +4 Mr. Li Changqing was appointed as executive director of the Company on 6 January 2024. +5 Mr. Meng Hong resigned as independent non-execu tive director of the Company on 20 January +2024. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 7– + + +--- page 349 --- +6 Mr. Zou Pingxue was appointed as independent non-executive director of the Company on 6 +January 2024 and Mr. Zeng Xiaoliang was appoint ed as independent non-executive director of the +Company on 20 March 2024. +7 Ms. Jing Ruihua was appointed as executive di rector of the Company and Mr. Dong Tao was +appointed as independent non-executive dire ctor of the Company on 23 November 2024. +8 Mr. Zhou Xing resigned as supervisor of the Com pany on 25 November 2023 and Ms. Wang Li was +appointed as supervisor of the Company on 6 January 2024. +9 Mr. Wu Di was appointed as independent non-execu tive director of the Company on 20 March +2025. +The discretionary bonus is determined based on the pe rformance of individual and market trend during +the Track Record Period. +The executive directors’ emoluments shown abov e were for their services in connection with the +management of the affairs of the Company and the Group. +The non-executive directors’, independent non-executi ve directors’ and supervisors’ emoluments shown +above were for their services as dir ectors/supervisors of the Company. +During the years ended 31 December 2023, 2024 and 2025, the five highest paid individuals of the Group +include two, three, and four directors, respectively. Th e remunerations of the remaining individuals during the +Track Record Period are set out below: +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Employees +— salaries and other benefits 568 383 250 +— performance rela ted bonus 601 537 223 +— contributions to retirement benefit scheme 20 26 13 +1,189 946 486 +The number of the highest paid employees who are not the directors nor supervisors of the Company +whose remuneration fell within th e following bands is as follows: +Number of employees +Year ended 31 December +2023 2024 2025 +Nil to Hong Kong Dollar (‘‘HK$’’) 1,000,000 3 2 1 +During the Track Record Period, no emoluments we re paid by the Group to any of the directors or +supervisors or the five highest pai d individuals (including directors, supervisors and employees) as an +inducement to join or upon joining the Group or as compensa tion for loss of office. In addition, no directors or +supervisors waived any emoluments during the Track Record Period. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 8– + + +--- page 350 --- +15. EARNINGS PER SHARE +The calculation of the basic earnings per share at tributable to owners of the Company is based on the +following data: +Year ended 31 December +2023 2024 2025 +Earnings for the year (RMB’000): +Earnings for the purpose of basic earnings per share 55,494 75,140 94,794 +Number of shares (’000): +Weighted average number of ordinary shares for the +purpose of basic earnings per share 272,143 272,143 272,143 +The weighted average number of ordinary shares for th e purpose of calculation of basic earnings per share +for the year ended 31 December 2023 has been adjusted fo r the conversion of undist ributed profits by way of +transfer from retained earnings in 2023. +No diluted earnings per share for each reporting peri od were presented as there were no potential ordinary +shares in issue for those years. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 3 9– + + +--- page 351 --- +16. PROPERTY, PLANT AND EQUIPMENT +The Group +Buildings +Machinery +and equipment Motor vehicles +Construction +in progress +Leasehold +improvement Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +COST: +At 1 January 2023 81,171 93,774 5,466 95,973 — 276,384 +Additions — 4,424 3 5,223 343 9,993 +Transfer 9,561 922 — (10,483) — — +Disposals — (3,623) — — — (3,623) +At 31 December 2023 90,732 95,497 5,469 90,713 343 282,754 +Additions 4,375 2,815 2 3,118 — 10,310 +Disposals — (1,269) (413) — — (1,682) +Transfer to assets classified as +held for sale (note 30) (720) (72) — — — (792) +At 31 December 2024 94,387 96,971 5,058 93,831 343 290,590 +Additions 90 11,856 54 17,058 — 29,058 +Transfer 86,465 2,617 — (89,082) — — +Transfer from investment +p r o p e r t i e s 7 4 9———— 7 4 9 +Disposals — (1,100) (318) (3,845) — (5,263) +At 31 December 2025 181,691 110,344 4,794 17,962 343 315,134 +ACCUMULATED +DEPRECIATION: +At 1 January 2023 27,773 41,608 4,376 — — 73,757 +Provided for the year 4,758 8,510 433 — 105 13,806 +Eliminated on disposals — (3,496) — — — (3,496) +At 31 December 2023 32,531 46,622 4,809 — 105 84,067 +Provided for the year 4,925 6,779 236 — 114 12,054 +Eliminated on disposals — (969) (400) — — (1,369) +Transfer to assets classified as +held for sale (note 30) (628) (36) — — — (664) +At 31 December 2024 36,828 52,396 4,645 — 219 94,088 +Provided for the year 5,651 6,896 136 — 114 12,797 +Transfer from investment +p r o p e r t i e s 9———— 9 +Eliminated on disposals — (586) (309) — — (895) +At 31 December 2025 42,488 58,706 4,472 — 333 105,999 +CARRYING AMOUNTS: +At 31 December 2023 58,201 48,875 660 90,713 238 198,687 +At 31 December 2024 57,559 44,575 413 93,831 124 196,502 +At 31 December 2025 139,203 51,638 322 17,962 10 209,135 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 0– + + +--- page 352 --- +The Company +Buildings +Machinery +and equipment Motor vehicles +Construction +in progress Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +COST: +At 1 January 2023 31,833 53,611 2,920 5,045 93,409 +Additions — 1,611 — 474 2,085 +Transfer 932 709 — (1,641) — +Disposals — (42) — — (42) +At 31 December 2023 32,765 55,889 2,920 3,878 95,452 +Additions — 1,182 — 2,251 3,433 +Transferred to a subsidiary (note i) (721) (72) — — (793) +Disposals — (855) (372) — (1,227) +At 31 December 2024 32,044 56,144 2,548 6,129 96,865 +Additions — 6,809 — 39 6,848 +Transfer — 1,875 — (1,875) — +Disposals — (354) (168) (3,827) (4,349) +At 31 December 2025 32,044 64,474 2,380 466 99,364 +ACCUMULATED DEPRECIATION: +At 1 January 2023 12,707 16,836 2,463 — 32,006 +Provided for the year 1,315 5,078 254 — 6,647 +Eliminated on disposals — (38) — — (38) +At 31 December 2023 14,022 21,876 2,717 — 38,615 +Provided for the year 1,349 4,287 108 — 5,744 +Transferred to a subsidiary (note i) (625) (37) — — (662) +Eliminated on disposals — (613) (361) — (974) +At 31 December 2024 14,746 25,513 2,464 — 42,723 +Provided for the year 1,049 4,291 15 — 5,355 +Eliminated on disposals — (342) (163) — (505) +At 31 December 2025 15,795 29,462 2,316 — 47,573 +CARRYING AMOUNTS: +At 31 December 2023 18,743 34,013 203 3,878 56,837 +At 31 December 2024 17,298 30,631 84 6,129 54,142 +At 31 December 2025 16,249 35,012 64 466 51,791 +Note i: The Company signed an agreement to transfer parts of its assets’ ownership to its subsidiary, +Ji’an Haotian Culture Development Co., Ltd. ( 吉安昊天文化發展有限公司) in year 2024, these +assets were transferred to the subsidiary free of charge at the date of the transfer. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 1– + + +--- page 353 --- +The above items of property, plant and equipment, ex cept for construction in progress, after taking +into account the residual values, are depreciated on a str aight-line basis over their estimated useful lives at +the following rates per annum: +Buildings 4.85%, 9.70% +Machinery and equipment 9.70%–32.33% +Motor vehicles 19.40%–24.25% +Leasehold improvement 33.33% +The Group has not obtained property certificate s of certain buildings with carrying amounts of +RMB23,607,000, RMB21,017,000 and RMB11,328,000 as at 31 December 2023, 2024 and 2025. +17. INTANGIBLE ASSETS +The Group +Patent right Software Total +RMB’000 RMB’000 RMB’000 +COST: +At 31 December 2023, 2024 and 2025 2,790 1,152 3,942 +ACCUMULATED DEPRECIATION: +At 1 January 2023 4 528 532 +Provided for the year 14 115 129 +At 31 December 2023 18 643 661 +Provided for the year 14 115 129 +At 31 December 2024 32 758 790 +Provided for the year 14 116 130 +At 31 December 2025 46 874 920 +IMPAIRMENT: +At 1 January 2023, 31 December 2023, 2024 and +2025 2,650 — 2,650 +CARRYING AMOUNTS: +At 31 December 2023 122 509 631 +At 31 December 2024 108 394 502 +At 31 December 2025 94 278 372 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 2– + + +--- page 354 --- +The Company +Software +RMB’000 +COST: +At 31 December 2023, 2024 and 2025 352 +ACCUMULATED DEPRECIATION: +At 1 January 2023 48 +Provided for the year 35 +At 31 December 2023 83 +Provided for the year 35 +At 31 December 2024 118 +Provided for the year 35 +At 31 December 2025 153 +CARRYING AMOUNTS: +At 31 December 2023 269 +At 31 December 2024 234 +At 31 December 2025 199 +The above intangible assets have finite useful lives, and are amortised on a straight-line basis over the +following periods: +Patent right 10 years +Software 10 years +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 3– + + +--- page 355 --- +18. RIGHT-OF-USE ASSETS +The Group +Leasehold +lands +Leased +properties +Motor +vehicles Total +RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2023 40,038 1,429 — 41,467 +Addition 1,215 — — 1,215 +Lease modifications — (16) — (16) +Depreciation (944) (327) — (1,271) +At 31 December 2023 40,309 1,086 — 41,395 +Addition 3,693 — — 3,693 +Depreciation (2,181) (163) — (2,344) +Termination of a lease — (923) — (923) +Transfer to assets classified as held for +sale (note 30) (1,521) — — (1,521) +At 31 December 2024 40,300 — — 40,300 +Addition — — 209 209 +Depreciation (2,123) — (67) (2,190) +At 31 December 2025 38,177 — 142 38,319 +The Company +Leasehold +lands +RMB’000 +At 1 January 2023 2,442 +Depreciation (82) +At 31 December 2023 2,360 +Depreciation (46) +Transferred to a subsidiary (note 16 (i)) (1,558) +At 31 December 2024 756 +Depreciation (27) +At 31 December 2025 729 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 4– + + +--- page 356 --- +The above items of right-of-use-assets are depreciated on a straight-line basis over their estimated useful +lives based on lease terms at the following rates per annum: +Leasehold lands 2.00%–33.33% +Leased properties 16.67% +Motor vehicles 33.33% +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Expenses relating to short-term leases and +low-value assets 219 135 282 +Total cash outflow for leases 582 3,330 354 +The Group leases various lands, properties and moto r vehicles for its operations during the Track Record +Period. Lease contracts are entered into for fixed ter m of 12 months to 50 years. Lease terms are negotiated on +an individual basis and contain a wide range of differe nt terms and conditions. In determining the lease term +and assessing the length of the non-cancellable period, the Group applies the definition of a contract and +determines the period for which the contract is enforceable. +The Group regularly entered into short-term leas es for motor vehicles, machinery and equipment and +buildings. As at 31 December 2023, 2024 and 2025, the portfol io of short-term leases is similar to the portfolio +of short-term leases to which the short-term lease expense disclosed above. +The Group leased a piece of land from a related pa rty (Gaotai County Jinlu cao Industry Co., Ltd) for +planting grass as feed, with a lease term of 3 years, and reco gnised a right-of-use-asset of RMB3,693,000 during +the year ended 31 December 2024. The Group leased two cars from a related party (Gaotai County Jianquanzi +Forestry and Animal Husbandry Technology Development C o., Ltd.) for daily operations, with a lease term of +3 years, and recognised a right-of-use-asset of RMB209,000 during the year ended 31 December 2025. +Restrictions or covenants on leases +Lease liabilities of RMB1,202, 000, RMB720,000 and RMB891,000 were recognised with related +right-of-use assets with an aggregate carrying a mount of RMB1,086,000, RMB2,461,000 and RMB1,370,000 +as at 31 December 2023, 2024 and 2025. These lease agreements do not impose any covenants other than the +security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for +borrowing purposes. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 5– + + +--- page 357 --- +19. INVESTMENT PROPERTIES +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +COST +At the beginning of the year 12,523 36,788 40,538 +Addition 24,265 3,750 — +Transfer to property, plant and equipment — — (749) +At the end of the year 36,788 40,538 39,789 +ACCUMULATED DEPRECIATION +At the beginning of the year 4,460 5,067 6,046 +Provided for the year 607 979 1,002 +Transfer to property, plant and equipment — — (9) +At the end of the year 5,067 6,046 7,039 +CARRYING AMOUNTS +At the end of the year 31,721 34,492 32,750 +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +COST +At the beginning and the end of the year 12,523 12,523 12,523 +ACCUMULATED DEPRECIATION +At the beginning of the year 4,460 5,067 5,674 +Provided for the year 607 607 608 +At the end of the year 5,067 5,674 6,282 +CARRYING AMOUNTS +At the end of the year 7,456 6,849 6,241 +The above investment properties are measured using t he cost model and represent buildings located in the +PRC and are depreciated on a straight-line basis over 20 to 67 years. +The fair value of the Group’s investment properties at 31 December 2023, 2024 and 2025 was +RMB33,280,000, RMB36,754,000 and R MB35,334,000 and the fair value of the Company’s investment +properties at 31 December 2023, 2024 and 2025 was RMB9,010,000, RMB8,680,000 and RMB8,070,000, +respectively which has been arrived at on the basis o f a valuation carried out as at that date by Jones Lang +LaSalle Corporate Appraisal and Adviso ry Limited (‘‘JLL’’), independent qualified professiona l valuer which is +not connected to the Group. The address of JLL is 7th Fl oor, One Taikoo Place, 979 King’s Road, Quarry Bay, +Hong Kong. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 6– + + +--- page 358 --- +The fair values of individual investment propert ies were valued by using cost approach or income +approach or direct comparison approach, where appropriate. +In estimating the fair value of investment propertie s, the Group uses market observable data to the extent +it is available. The management of the Group works clo sely with the valuer to establish the appropriate +valuation techniques and inputs to the model. +There has been no change in the valuation techniqu es during the Track Record Period. In estimating the +fair value of the properties, the highest and best use of the properties is their current use. +The fair values of the Group’s investment properties as at 31 December 2023, 2024 and 2025 are grouped +into Level 3 of fair value measurement. There were no transfers into or out of Level 3 during the Track Record +Period. +20. BIOLOGICAL ASSETS +The Group +A. Nature of activities +The biological assets of the Group are horses hel d to produce horse plasma and forage grass plant +held to feed horses. The quantity of the biological assets owned by the Group at the end of the reporting +period is shown below: +As at 31 December +2023 2024 2025 +Horses (Heads) 1,251 920 784 +In general, horses that are eligible for horse plas ma are usually available for extraction for about 18 +months. Forage grass plant is harvested once a year or several times in a year according to different +varieties. +The Group is exposed to a number of risks related to its biological assets as follows: +i. Regulatory and environmental risks +The Group is subject to laws and regulations in the location in which it operates breeding. The +Group has established environmental policies a nd procedures aimed at c ompliance with local +environmental and other laws. Management perfor ms regular reviews to identify environmental +risks and to ensure that the systems in place are adequate to manage these risks. +ii. Climate, disease and other natural risks +The Group’s biological assets are exposed to the risk of damage from climatic changes, +diseases and other natural forces. The Group has e xtensive processes in place aimed at monitoring +and mitigating those risks, including regu lar inspections and disease controls. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 7– + + +--- page 359 --- +B. Quantity of the agricultural produc e of the Group’s biological assets +Year ended 31 December +2023 2024 2025 +Weight of forage grass (Ton) — 1,400 1,697 +Volume of horse plasma for producti on (Liter) 73,500 113,690 103,670 +C. Value of biological assets +The fair values of biological assets at the end of the reporting period are set out below: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Horses 10,540 5,030 3,820 +The movements in biological assets are set out below: +Immature +horses +Horses used +for production +Forage grass +plant Total +RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2023 1,378 6,802 — 8,180 +Purchase cost 263 10,672 — 10,935 +Feeding and other related +costs 1,011 — — 1,011 +Transfer (1,074) 1,074 — — +Decrease due to disposal/ +death — (6,615) — (6,615) +Loss arising from changes in +fair value less costs to sell +of biological assets (78) (2,893) — (2,971) +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 8– + + +--- page 360 --- +Immature +horses +Horses used +for production +Forage grass +plant Total +RMB’000 RMB’000 RMB’000 RMB’000 +At 31 December 2023 1,500 9,040 — 10,540 +Purchase cost — 4,583 162 4,745 +Feeding and other related +costs 292 — — 292 +Planting cost — — 2,034 2,034 +Transfer (968) 968 — — +Transfer to inventories — — (2,196) (2,196) +Decrease due to disposal/ +death (219) (3,840) — (4,059) +Loss arising from changes in +fair value less costs to sell +of biological assets (545) (5,781) — (6,326) +At 31 December 2024 60 4,970 — 5,030 +Purchase cost — 3,835 238 4,073 +Feeding and other related +costs 45 — — 45 +Planting cost — — 2,117 2,117 +Transfer to inventories — — (2,355) (2,355) +Decrease due to disposal/ +death — (2,197) — (2,197) +Loss arising from changes in +fair value less costs to sell +of biological assets (100) (2,793) — (2,893) +At 31 December 2025 5 3,815 — 3,820 +The directors of the Company have engaged an independent valuer, JLL, independent qualified +professional valuer which is not connected to the Group, to assist the Group in assessing the fair values of +the Group’s biological assets-horses. The independent valuer and the management of the Group held +meetings periodically to discuss the valuation techni ques and changes in market information to ensure the +valuations have been performed properly. The fair v alue of the Group’s biological assets-forage gross +plant were assessed on the basis of the management’s reasonable estimation. The valuation techniques +used in the determination of fair va lues as well as the key inputs used in t he valuation models are disclosed +in note 39. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 4 9– + + +--- page 361 --- +21. DEFERRED TAX ASSETS/LIABILITIES +The Group +For the purpose of presentation in the consolidated st atements of financial position, certain deferred tax +assets and liabilities have been offs et. The following is the analysis of th e deferred tax balances for financial +reporting purposes: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Deferred tax assets 2,676 2,217 1,364 +Deferred tax liabilities — — (734) +2,676 2,217 630 +The followings are the major deferr ed tax assets (liabilities) recognis ed and movements thereon during the +Track Record Period: +Right-of +use assets +Lease +liabilities +Impairment +of assets +Accrued +expenses +Differences +in tax and +accounting +depreciation +Fair value +change on +biological +assets +Fair value +change on +agricultural +produce +Unrealised +profit Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’0 00 RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2023 (357) 357 827 88 16 31 (341) 2,287 2,908 +Credit (charge) to profit or loss 86 (86) 180 55 250 (246) (268) (203) (232) +At 31 December 2023 (271) 271 1,007 143 266 (215) (609) 2,084 2,676 +(Charge) credit to profit or loss (98) (163) (73) (69) (131) (340) (746) 1,161 (459) +At 31 December 2024 (369) 108 934 74 135 (555) (1,355) 3,245 2,217 +Credit (charge) to profit or loss 163 26 390 (34) (101) 9 (1,182) (858) (1,587) +At 31 December 2025 (206) 134 1,324 40 34 (546) (2,537) 2,387 630 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 0– + + +--- page 362 --- +The Company +The following are the major deferred tax assets/(liab ilities) recognised and movements thereon during the +current and prior years: +Impairment +of assets +Accrued +expenses +Differences +in tax and +accounting +depreciation Total +RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2023 567 88 (40) 615 +Credit to profit or loss 525 55 6 586 +At 31 December 2023 1,092 143 (34) 1,201 +(Charge) credit to profit or loss (79) (69) 7 (141) +At 31 December 2024 1,013 74 (27) 1,060 +Credit (charge) to profit or loss 384 (34) 3 353 +At 31 December 2025 1,397 40 (24) 1,413 +As at 31 December 2023, 2024 and 2025, the Group had unused tax losses of RMB43,226,000, +RMB54,172,000 and RMB61,972,000, under PRC EIT, respectiv ely, available to offset against future profits. +No deferred tax asset has been recognised as at 31 December 2023, 2024 and 2025 due to the unpredictability of +future profit streams. Pursuant to the relevant laws a nd regulations in the PRC, the unrecognised tax losses at +the end of each reporting period will expire in the following years: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +2025 5,531 5,111 — +2026 2,764 2,764 2,764 +2027 9,340 9,340 9,340 +2028 14,365 14,365 14,365 +2029 — 7,962 7,962 +2030 — — 5,256 +2031 1,858 1,858 1,858 +2032 5,257 5,257 5,257 +2033 4,111 4,111 4,111 +2034 — 3,404 3,404 +2035 — — 7,655 +43,226 54,172 61,972 +No deferred tax asset has been recognised in respect of the deductible temporary differences of +RMB250,000, RMB4,092,000 and RMB4,092,000 due to the unpredictability of future profit streams as at 31 +December 2023, 2024 and 2025. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 1– + + +--- page 363 --- +22. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Financial products — 4,106 — +Details of the fair value measurement for the finan cial assets at FVTPL are set out in note 39. All of the +financial assets at FVTPL are denominated in RMB, which is the same as the functional currency of the +Company. +The directors of the Company determine these finan cial products are mainly for the purpose of short-term +fund management, which can be withdrawn on demand, th erefore these financial p roducts are classified as +current assets. +23. INVENTORIES +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Raw materials and consumables 10,492 7,197 10,648 +Work in progress 38,634 39,376 53,236 +Finished goods 8,410 9,862 1,144 +Total 57,536 56,435 65,028 +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Raw materials and consumables 3,998 1,848 2,522 +Work in progress 11,543 25,898 16,599 +Finished goods 10,264 13,218 2,396 +Total 25,805 40,964 21,517 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 2– + + +--- page 364 --- +24. TRADE AND BILLS RECEIVABLES +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade receivables — contracts with customers 65,770 60,190 98,258 +Less: allowance for credit losses (3,292) (3,043) (5,294) +62,478 57,147 92,964 +Bills receivables 10,788 10,655 10,268 +Total trade and bills receivables 73,266 67,802 103,232 +The following is an aging analysis of trade and bill s receivables, net of allowance for credit losses, +presented based on the delivery dates: +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within 90 days 47,528 34,534 66,199 +91 days to 180 days 18,838 20,437 13,563 +181 days to 1 year 6,882 12,394 19,240 +More than 1 year 18 437 4,230 +73,266 67,802 103,232 +The following is the past due analysis of the c arrying amount of trade and bills receivables: +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Not yet past due 21,431 23,047 37,839 +Past due less than 30 days 18,386 11,880 25,461 +Past due more than 30 days but less than 90 days 18,337 17,225 13,349 +Past due more than 90 days 15,112 15,650 26,583 +73,266 67,802 103,232 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 3– + + +--- page 365 --- +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade receivables — contracts with customers 64,466 58,355 95,967 +Less: allowance for credit losses (3,223) (2,931) (5,023) +61,243 55,424 90,944 +Bills receivables 10,788 10,655 9,935 +Total trade and bills receivables 72,031 66,079 100,879 +The following is an aging analysis of trade and bill s receivables, net of allowance for credit losses, +presented based on the delivery dates: +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within 90 days 46,872 34,261 64,109 +91 days to 180 days 18,540 20,437 13,541 +181 days to 1 year 6,619 11,150 19,183 +More than 1 year — 231 4,046 +72,031 66,079 100,879 +The following is the past due analysis of the c arrying amount of trade and bills receivables: +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Not yet past due 21,174 23,023 35,892 +Past due less than 30 days 18,331 11,705 25,438 +Past due more than 30 days but less than 90 days 17,978 17,165 13,251 +Past due more than 90 days 14,548 14,186 26,298 +72,031 66,079 100,879 +The above trade and bills receivables which have been past due more than 90 days are not considered as in +default because these trade receivables relate to a number of independent customers for whom there was no +recent history of default and they have a good track record with the Group. +As at 1 January 2023, the carrying amount of trade and bills receivables net of allowance for credit losses +from contracts with customers of the Group an d the Company amounted to RMB61,861,000 and +RMB61,542,000 respectively. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 4– + + +--- page 366 --- +As at 31 December 2023, 2024 and 2025, total bills received amounting to RMB10,788,000, +RMB10,655,000 and RMB10,268,000 are held by the Gr oup for future settlement of trade receivables, of +which certain bills were further discounted/endorsed b y the Group. The Group continues to recognise their full +carrying amounts at the end of each reporting period and d etails are disclosed in note 41. All bills received by +the Group are with a maturity period of less than one year. +An impairment analysis is performed at each reporting date using collective assessment and by reference +to aging to measure ECLs. For debtor with significant balances and other case with specific circumstance, +management will consider the corresponding expected cr edit loss separately. The provision rates are based on +ageing. The calculation reflects the pr obability-weighted outcome, the ti me value of money and reasonable and +supportable information that is available at the reporti ng date about past events, current conditions and +forecasts of future economic conditions. +The Group and the Company does not hold any collat eral over these balances. Further details of +impairment assessment of trade and bills receivables under IFRS 9 are set out in note 38. +25. DEPOSITS, OTHER RECE IVABLES AND PREPAYMENTS +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Deposit 84 216 281 +Value-added tax recoverable 1,134 1,278 3,855 +Prepayment 1,868 2,812 4,166 +Deferred issue cost — 642 3,370 +Others 1,014 1,539 1,594 +4,100 6,487 13,266 +Less: allowance for credit losses (121) (252) (492) +3,979 6,235 12,774 +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Deposit 29 9 17 +Prepayments 1,449 458 3,021 +Deferred issue cost — 642 3,370 +Others 77 — 183 +1,555 1,109 6,591 +Less: allowance for credit losses (7) (7) (13) +1,548 1,102 6,578 +26. RESTRICTED BANK BALANCES/CASH AND CASH EQUIVALENTS +(a) Restricted bank balances +Restricted bank balances of the Group as at 31 December 2025 represented bank balances placed in +a designated bank account of the Group whos e uses were restricted for debt dispute. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 5– + + +--- page 367 --- +(b) Cash and cash equivalents +Cash and cash equivalents consist of bank bal ances for the purpose of meeting the Group’s short +term cash commitment. +T h er a n g e so fe f f e c t i v ei n t e r e s tr a t eof the bank balances are as follows: +The Group +As at 31 December +2023 2024 2025 +Interest rate per annum: +— Bank balances 0.05%–1.26% 0.05%–0.95% 0.05%–0.95% +The Company +As at 31 December +2023 2024 2025 +Interest rate per annum: +— Bank balances 0.05%–1.26% 0.10%–0.95% 0.05%–0.95% +Details of impairment assessment of bank balances are set out in note 38. +27. TRADE AND OTHER PAYABLES +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade payables 12,334 13,024 6,522 +Salaries and wages payables 9,251 11,549 11,696 +Other tax payables 3,736 1,907 2,092 +Payables for acquisition of property, plant and +equipment 12,977 8,936 5,913 +Payables for marketing and promotion expenses 24,054 21,013 15,986 +Compensation for forest land 3,654 2,266 1,066 +Payables for acquisition of bi ological assets 1,066 117 345 +Deposit received 563 775 544 +Other payables 5,347 2,553 5,593 +Listing expenses payables — — 1,004 +Accrued issue costs — — 177 +72,982 62,140 50,938 +As at 31 December 2025, certain trade payable of RMB1,537,000 is involved in a contractual dispute, +resulting in the freezing of certain bank account amount ing to RMB1,556,000. Deta ils of the restricted bank +balances are set out in note 26(a). +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 6– + + +--- page 368 --- +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Trade payables 2,237 2,593 2,547 +Salaries and wages payables 4,930 5,961 4,199 +Other tax payables 2,740 1,583 1,319 +Payables for acquisition of property, plant and +equipment 2,756 2,638 226 +Payables for marketing and promotion expenses 24,034 20,993 15,966 +Deposit received 450 663 460 +Other payables 1,810 2,147 4,902 +Listing expenses payables — — 1,004 +Accrued issue costs — — 177 +38,957 36,578 30,800 +The normal credit term to the Group and the Company ranged between 30 to 90 days. +The following is an aging analysis of trade payables of the Group and the Company presented based on +the invoice date/delivery date at the end of each reporting period: +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Less than 90 days 8,449 3,309 2,870 +More than 90 days and less than 1 year 1,304 7,579 275 +More than 1 year 2,581 2,136 3,377 +12,334 13,024 6,522 +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Less than 90 days 1,633 2,171 2,229 +More than 90 days and less than 1 year 209 194 62 +More than 1 year 395 228 256 +2,237 2,593 2,547 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 7– + + +--- page 369 --- +28. CONTRACT LIABILITIES +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Sale of goods 230 374 365 +Service income 2,861 2,069 1,570 +3,091 2,443 1,935 +The Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Sale of goods 221 366 162 +As at 1 January 2023, the Group had contract liabilitie s of RMB5,244,000 including c ontract liabilities for +sale of goods amounting to RMB1,338,000 and technical service amounting to RMB3,906,000. +As at 1 January 2023, the Company had contract li abilities of RMB1,316,000 for sale of goods. +Contract liabilities are expected to be settled within the Group’s and the Company’s normal operating +cycle. +The contract liabilities for sales of goods are cla ssified as current based on the Group’s and the +Company’s earliest obligation to transfer goods to the cus tomers. The contract liabilities for service income are +classified as current based on the Gr oup’s earliest obligation to provide service to the customers. Revenue +recognised during each reporting period with performanc e obligation satisfied includes the entire balance of +contract liabilities at the be ginning of each reporting period. +29. BANK BORROWINGS +The Group and the Company +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Bank borrowings: +— Fixed rate, secured and repayable within +one year 19,922 — — +The amounts due are based on scheduled repayment dates set out in the loan agreements. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 8– + + +--- page 370 --- +The ranges of effective interest rates of the Gr oup’s and the Company’s borrowings are as follows: +As at 31 December +2023 2024 2025 +%%% +Effective interest rates: +— Fixed rate borrowing 3.65–4.35 — — +The bank borrowing as at 31 December 2023 was secured by 25 patents of the Group. +30. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE/DISPOSAL OF A SUBSIDIARY +In December 2024, the Company passed a resolution t o dispose 100% equity interest in Ji’ an Haotian +Cultural Development Co., Ltd., a subsidiary of the G roup. An equity transfer agreement was signed with a +related party on 3 January 2025 and the disposal was completed on 7 January 2025. The consideration of the +equity transfer is RMB7,200,000. The assets and liabilit ies of Ji’an Haotian Cultural Development Co., Ltd. ( 吉 +安昊天文化發展有限公司) were classified as assets and liabilities held for sale as at 31 December 2024. +The Group +Assets classified as held for sale +As at +31 December +2024 +RMB’000 +Cash and cash equivalents 1,842 +Property, plant and equipment 128 +Right-of-use assets 1,521 +3,491 +Liabilities classified as held for sale +As at +31 December +2024 +RMB’000 +Trade and other payables 77 +The Company +Assets classified as held for sale +As at +31 December +2024 +RMB’000 +Investment in subsidiaries +— Ji’an Haotian Culture Development Co., Ltd. 2,000 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 5 9– + + +--- page 371 --- +The net assets of Ji’an Haotian Cultural Developmen t Co., Ltd. at the date of disposal were as follows: +As at +7 January +2025 +RMB’000 +Analysis of assets and liabilities over which control was lost: +Cash and cash equivalents 1,842 +Property, plant and equipment 128 +Right-of-use assets 1,521 +Trade and other payables (77) +Net assets disposed of 3,414 +Consideration received: +Cash received 7,200 +Total consideration received 7,200 +Gain on disposal of a subsidiary: +Consideration received 7,200 +Net assets disposed of (3,414) +Gain on disposal 3,786 +Net cash inflow arising on disposal: +Cash consideration 7,200 +Less: cash and cash equivalents disposed of (1,842) +5,358 +31. LEASE LIABILITIES +The Group +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within one year 342 — 819 +Within a period of more than one year but not more +than two years 357 720 72 +Within a period of more than two years but not more +than five years 503 — — +1,202 720 891 +Less: Amount due for settlement within 12 months +shown under current liabilities 342 — 819 +Amount due for settlement after 12 months shown +under non-current liabilities 860 720 72 +The weighted average incremental borrowing rate s applied to lease liabilities is 4.65%, 4.20% and +3.60%–4.20% per annum as at 31 December 2023, 2024 and 2025, respectively. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 0– + + +--- page 372 --- +32. RETIREMENT BENEFIT PLANS +In accordance with the rules and regulations in the C hinese mainland, the employees of the Group based +in the Chinese mainland participate in various defined c ontribution retirement benef it plans organised by the +relevant municipal and provincial governments in the Ch inese mainland under which the Group and the relevant +employees are required to make monthly contributions to th ese plans calculated at a certain percentage of the +employees’ salaries. +The municipal and provincial governments undertake t o assume the retirement be nefit obligations of all +existing and future retired Chinese- mainland-based employees’ payable unde r the plans described above. Other +than the monthly contributions, the Group has no further obligation for the payment of retirement and other +post-retirement benefit of its employees. The assets of these plans are held separately from those of the Group in +independently administrated funds managed by the PR C government. The contributions to these plans are +recognised as employee benefit charged to profit or loss and capitalised where applicable. Further details are set +out in notes 12 and 14. +33. SHARE CAPITAL +Details of movements of issued share capital of the Company are as follows: +Number of +shares Share capital +’000 RMB’000 +Ordinary shares of RMB1 each +Issued and fully paid: +At 1 January 2023 181,429 181,429 +Transfer from retained earnings (note) 90,714 90,714 +At 31 December 2023, 2024 and 2025 272,143 272,143 +Note: +On 10 May 2023, the Company issued 90,714,27 3 shares of RMB1 each being the conversion of +undistributed profits for the year ended 31 December 20 22 by way of transfer from retained earnings to +the existing shareholders, on the basis of 5 shares for every 10 existing shares held on the record date. +All the new shares issued during the year ended 31 December 2023 rank pari passu with the existing shares +in all respects. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 1– + + +--- page 373 --- +34. RESERVES OF THE COMPANY +Capital +reserve +Statutory +reserve +Retained +earnings Total +RMB’000 RMB’000 RMB’000 RMB’000 +As at 1 January 2023 29,474 33,057 146,471 209,002 +Profit for the year — — 63,256 63,256 +Issue of shares — — (90,714) (90,714) +Statutory fund appropria tion — 4,641 (4,641) — +Dividend recognised as distribution — — (86,181) (86,181) +As at 31 December 2023 29,474 37,698 28,191 95,363 +Profit for the year — — 99,039 99,039 +Statutory fund appropria tion — 10,255 (10,255) — +Dividend recognised as distribution — — (40,819) (40,819) +As at 31 December 2024 29,474 47,953 76,156 153,583 +Profit for the year — — 86,455 86,455 +Statutory fund appropria tion — 8,404 (8,404) — +At 31 December 2025 29,474 56,357 154,207 240,038 +35. CAPITAL COMMITMENT +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Capital expenditure in respect of: +— acquisition of property, plant and equipment +contracted for but not provided in the +Historical Financial Information 101 428 10,449 +36. OPERATING LEASING ARRANGEMENTS +The Group as lessor +All of the buildings held by the Group for rental purposes have committed lessees for the next two +years as at 31 December 2023, next one year as at 31 December 2024 and next three years as at 31 +December 2025. For those lease contracts with exten sion options, all of them contain market review +clauses in the event that the lessee exercises its opt ion to extend. The lessee does not have an option to +purchase the property or machineries at the expiry of the lease period. +Undiscounted lease payments receivable on leases are as follows: +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Within one year 848 492 194 +In the second year 610 — 52 +In the third year — — 17 +1,458 492 263 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 2– + + +--- page 374 --- +37. CAPITAL RISK MANAGEMENT +The Group manages its capital to ensure that entit ies in the Group will be able to continue as a going +concern while maximising the return to shareholders th rough the optimisation of the debt and equity balance. +The Group’s overall strategy remains unchanged throughout the Track Record Period. +The capital structure of the Group consists of net deb t, which includes lease liabilities, amounts due to +related parties and bank borrowings disclosed in notes 31, 40 and 29 respectively, net of cash and cash +equivalents, and equity attributable to owners of the Com pany, comprising share capital, retained earnings and +other reserves. +The management of the Group reviews the capital str ucture on a continuous basis. The Group considers +the cost of capital and the risks associated with each class o f capital and will balance its overall capital structure +through new share issues as well as the issue of new debts or the redemption of existing debts. +38. FINANCIAL INSTRUMENTS +(a) Categories of financial instruments +The Group As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Financial assets +Financial assets at FVTPL — 4,106 — +At amortised cost +— Cash and cash equivalents 58,199 52,831 73,828 +— Restricted bank balances — — 1,556 +— Trade and bills receivables 73,266 67,802 103,232 +— Amounts due from related parties 688 410 96 +— Deposits and other receivables +1 977 1,503 1,383 +133,130 126,652 180,095 +Financial liabilities +At amortised cost +— Bank borrowings 19,922 — — +— Trade and other payables +2 59,995 48,684 36,973 +— Amounts due to related parties 42,073 10,012 6 +121,990 58,696 36,979 +Lease liabilities +— Lease liabilities — current 342 — 819 +— Lease liabilities — non-current 860 720 72 +1,202 720 891 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 3– + + +--- page 375 --- +The Company As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Financial assets +At amortised cost +— Cash and cash equivalents 36,455 23,029 48,348 +— Amount due from a related party 41,576 — — +— Amounts due from subsidiaries 74,560 87,750 140,362 +— Trade and bills receivables 72,031 66,079 100,879 +— Deposits and other receivables +1 99 2 187 +224,721 176,860 289,776 +Financial liabilities +At amortised cost +— Bank borrowings 19,922 — — +— Amounts due to subsidiaries 17,750 10,443 25,943 +— Amounts due to related parties — 10,000 — +— Trade and other payables +2 31,287 29,034 25,105 +68,959 49,477 51,048 +1 Value-added tax recoverable, prepaymen t and deferred issue cost are excluded. +2 Salaries and wages payables, accrued issue costs and other tax payables are excluded. +(b) Financial risk management objectives and policies +The Group’s and the Company’s major financial inst ruments include restricted bank balances, cash +and cash equivalents, trade and bi lls receivables, deposits and othe r receivables, amounts due from (to) +related parties, amounts due from (to) subsidiaries, f inancial assets at FVTPL, trade and other payables, +bank borrowings and lease liabilities . Details of these financial instruments are disclosed in respective +notes. The risks associated with these financial instru ments include market risk (c urrency risk and interest +rate risk), credit risk and liquidity risk. The policie s on how to mitigate these risks are set out below. The +management manages and monitors these exposures to ensure appropriate measures are implemented on a +timely and effective manner. +Market risks +(i) Currency risk +Foreign currency risk is the risk that the fair value or future cash flows of a financial +instrument will fluctuate because of changes in fore ign exchange rates. Foreign exchange risk arises +from monetary assets and liabilities denominated in foreign currencies. +The Group operates mainly in the PRC and majority of revenue and cost of goods sold and +operations are denominated in RMB. Almost all o f the revenue and costs are denominated in the +group entities’ respective functional currency. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 4– + + +--- page 376 --- +The carrying amounts of the Group’s foreign curre ncy denominated monetary items at the end +of the reporting period are as follows: +The Group +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Cash and cash equivalents 7,532 1,500 22 +Trade and bills receivables — 345 1,698 +The Company +Year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Cash and cash equivalents 5,395 1,399 22 +Trade and bills receivables — 345 — +The Group and the Company currently does not have a foreign exchange hedging policy. +However, the management of the Group and the Company monitors foreign exchange exposure and +will consider hedging significant foreig n exchange exposure should the need arises. +No sensitivity analysis is presented for the years ended 31 December 2023, 2024 and 2025 as +the directors of the Company consider that the imp act on profit or loss during the reporting period +is insignificant, taking into account the carryin g amount of monetary items that are denominated in +a foreign currency. +(ii) Interest rate risk +The Group and the Company is exposed to fair value interest rate risk in relation to bank +borrowings and lease liabilities. The Group is also exposed to cash flow interest rate risk in relation +to variable-rate bank balances and restricted b ank balances. The Group manages its interest rate +exposures by assessing the potential impact arising from any interest rate movements based on +interest rate level and outlook. The management of the Group considers that the impacts of interest +rate risk to profit or loss for the years ended 3 1 December 2023, 2024 and 2025 are insignificant for a +reasonable change in the market interest rate. Acc ordingly, no sensitivity analysis is prepared. +Credit risk and impairment assessment +Credit risk refers to the risk that the Group’s a nd the Company’s counterparties default on +their contractual obligations resulting in fin ancial losses to the Group and the Company. The +Group’s and the Company’s credit risk exposures are primarily at tributable to trade and bills +receivables, certain other receivab les (including rental deposits), amounts due from related parties, +amounts due from subsidiaries, restricted bank b alances and cash and cash equivalents. The Group +or the Company does not hold any collateral or othe r credit enhancements to cover its credit risks +associated with its financial assets, except that t he credit risks associated with bills receivables is +mitigated because settlement of certain bills r eceivables are backed by bills issued by reputable +banks and financial institutions . Except for financial assets at FVTPL, the Group and the Company +performed impairment assessment for financial assets and other items under ECL model. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 5– + + +--- page 377 --- +The Group and the Company manages the risk with respect to restricted bank balances and +bank balances by placing in or entered into the c ontract with the banks with high reputation only. +The Group and the Company has policies in place to ensure that sales are made to reputable +and creditworthy customers with an appropriate fi nancial strength and credit history. It also has +other monitoring procedures to ensure that foll ow-up action is taken to recover overdue debts. +In addition, the Group and the Company reviews re gularly the authorisation of credit limits to +individual customers and recoverable amount of ea ch individual trade recei vables to ensure that +adequate impairment losses are made for irrecove rable amounts. In respect of the business of sale of +pharmaceutical products, the Group and the Compan y normally grants credit periods from 30 to 90 +days to reputable customers only and request for ful l payments upon deliveries for other customers. +The Group and the Company have receivables from different customers and other debtors +which operate in different geographic regions in the country and of different commercial scales. +Thus, the Group and the Company classified t he above assets into below categories: +. Category 1 : trade receivables; +. Category 2 : bills receivables; +. Category 3 : other receivables, amounts due from related parties and amounts due from +subsidiaries; and +. Category 4 : restricted bank balances and cash and cash equivalents. +(i) Trade receivables +The Group and the Company applies the IFRS 9 simplified approach to measuring expected +credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the +expected credit losses, trade receivables h ave been grouped based on shared credit risk +characteristics by reference to aging bas ed on the dates of sales invoices issued. +The historical loss rates are adjusted to refl ect current and forward-looking information on +macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has +identified the consumer price index to be the most relevant factors for pharmaceutical customers, +and accordingly adjusts the historical loss ra tes based on expected changes in these factors. +Trade receivables are written off when there is no reasonable expectation of recovery. +Indicators that there is no reasonable expectation o f recovery include, amongst others, the failure of +a debtor to engage in a repayment plan with the Group. +Impairment losses on trade receivables are presented as a net basis in the profit or loss. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 6– + + +--- page 378 --- +The following table shows the movement in lifetime ECL that has been recognised for trade +receivables under the simplified approach. +The Group +Lifetime ECL +(not credit-impaired) +RMB’000 +As at 1 January 2023 3,447 +— Impairment losses reversed, net (155) +As at 31 December 2023 3,292 +— Impairment losses reversed, net (249) +As at 31 December 2024 3,043 +— Impairment losses recognised, net 2,251 +As at 31 December 2025 5,294 +The Company +Lifetime ECL +(not credit-impaired) +RMB’000 +As at 1 January 2023 3,429 +— Impairment losses reversed, net (206) +As at 31 December 2023 3,223 +— Impairment losses reversed, net (292) +As at 31 December 2024 2,931 +— Impairment losses recognised, net 2,092 +As at 31 December 2025 5,023 +Impairment losses recognised for the year ended 31 December 2025 were based on the +increase in balances and aging of trade receivab les. In the opinion of the management, there +was no significant changes to the loss rates for each ageing category during the Track Record +Period. +(ii) Bills receivables +The Group and the Company only accepts bank acceptance bills issued by reputable PRC +banks. The management of the Group and the Company considers the credit risk arising from the +bills is insignificant. +(iii) Other receivables, amounts due from related parties and amounts due from subsidiaries +The Group and the Company applies the IFRS 9 to measuring expected credit losses for all +other receivables, amounts due from related parti es and amounts due from subsidiaries. To measure +the expected credit losses, other receivables and a mounts due from related parties have been grouped +based on shared credit risk characteristics. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 7– + + +--- page 379 --- +The historical loss rates are adjusted to refl ect current and forward-looking information on +macroeconomic factors affecting the abili ty of the debtors to settle the receivables. +The credit risk of amounts due from subsidiaries is insignificant, since the management of the +Company considers the loss given default arising from the subsidiaries is insignificant. +Impairment losses on other receivables and am ounts due from related parties are presented as +a net basis in the profit or loss. +The following table shows the movement that has been recognised for other receivables and +amounts due from related parties. +The Group +12m ECL +RMB’000 +As at 1 January 2023 299 +— Impairment losses reversed, net (178) +As at 31 December 2023 121 +— Impairment losses recognised, net 131 +As at 31 December 2024 252 +— Impairment losses recognised, net 240 +As at 31 December 2025 492 +The Company +12m ECL +RMB’000 +As at 1 January 2023 9 +— Impairment losses reversed, net (2) +As at 31 December 2023 and 2024 7 +— Impairment losses recognised, net 6 +As at 31 December 2025 13 +(iv) Restricted bank balances and cash and cash equivalents +The credit risk on restricted bank balances and cash and cash equivalents of the Group and the +Company is limited because the counterparties are banks or other financial institutions with good +reputation in the PRC. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 8– + + +--- page 380 --- +Liquidity risk +The management of the Group and the Company are satisfied that the Group and Company +will have sufficient financial resources to meet its financial obligations as they fall due in the +foreseeable future by taking into account the Gr oup’s and the Company’s cash flow projection, and +the Group’s and the Company’s future capital expenditure in respect of its non-cancellable capital +commitments, the management considers that the Group and the Company has sufficient working +capital to meet in full its financial obligations as they fall due for at least the next twelve months +from the end of each reporting period. +The following table details the Group’s and th e Company’s remaining contractual maturity +for its financial liabilities and lease liabilities. The table has been drawn up based on the +undiscounted cash flows. The table includes bot h interest and principal cash flows, where +applicable. +As of 31 December 2023, 2024 and 2025, the Company’s bank borrowings with floating +interest rates amounted to RMB19,922,000, Nil and Nil, respectively. Assuming that other variables +remain unchanged and that interest rates fluctu ate by 50 basis points, such a change would not have +a significant impact on the Company’s to tal profit and shareholders’ equity. +The Group +Weighted average +interest rate +On demand +or within +1y e a r 1t o2y e a r s 2t o5y e a r s O v e r5y e a r s +Total +undiscounted +cash flows +Total +carrying +amount +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +As at 31 December 2023 +Non-interest bearing +Amounts due to related parties N/A 42,073 — — — 42,073 42,073 +Trade and other payables N/A 59,995 — — — 59,995 59,995 +102,068 — — — 102,068 102,068 +Interest bearing +Bank borrowings 3.65%–4.35% 21,886 — — — 21,886 19,922 +Lease liabilities 4.65% 389 389 519 — 1,297 1,202 +22,275 389 519 — 23,183 21,124 +As at 31 December 2024 +Non-interest bearing +Amounts due to related parties N/A 10,012 — — — 10,012 10,012 +Trade and other payables N/A 48,684 — — — 48,684 48,684 +58,696 — — — 58,696 58,696 +Interest bearing +Lease liabilities 4.20% — 782 — — 782 720 +— 782 — — 782 720 +As at 31 December 2025 +Non-interest bearing +Amounts due to related parties N/A 6 — — — 6 6 +Trade and other payables N/A 36,973 — — — 36,973 36,973 +36,979 — — — 36,979 36,979 +Interest bearing +Lease liabilities 3.60%–4.20% 854 72 — — 926 891 +854 72 — — 926 891 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 6 9– + + +--- page 381 --- +The Company +Weighted average +interest rate +On demand +or within +1y e a r 1t o2y e a r s 2t o5y e a r s O v e r5y e a r s +Total +undiscounted +cash flows +Total +carrying +amount +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +As at 31 December 2023 +Non-interest bearing +Amounts due to subsidiaries N/A 17,750 — — — 17,750 17,750 +Trade and other payables N/A 31,287 — — — 31,287 31,287 +49,037 — — — 49,037 49,037 +Interest bearing +Bank borrowings 3.65%–4.35% 21,886 — — — 21,886 19,922 +21,886 — — — 21,886 19,922 +As at 31 December 2024 +Non-interest bearing +Amounts due to related parties N/A 10,000 — — — 10,000 10,000 +Amounts due to subsidiaries N/A 10,443 — — — 10,443 10,443 +Trade and other payables N/A 29,034 — — — 29,034 29,034 +49,477 — — — 49,477 49,477 +As at 31 December 2025 +Non-interest bearing +Amounts due to subsidiaries N/A 25,943 — — — 25,943 25,943 +Trade and other payables N/A 25,105 — — — 25,105 25,105 +51,048 — — — 51,048 51,048 +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 0– + + +--- page 382 --- +39. FAIR VALUE MEASUREMENTS +The management of the Group have closely monitored and determined the appropriate valuation +techniques and inputs for fair value measurements of finan cial instruments and biological assets. In estimating +the fair value of financial instrumen ts and biological assets, the Group uses market-observable data to the +extent it is available. The following table gives info rmation about how the fair values of these financial assets +and biological assets are determined (in particul ar, the valuation technique(s) and inputs used). +The Group +Fair value +As at 31 December Fair value +hierarchy +Valuation technique(s) and +key input(s)2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Financial assets at FVTPL +Unlisted money market funds — 4,106 — Level 2 Redemption value quoted by the +relevant investment funds with +reference to the underlying +assets (mainly listed securities +and bonds) of +the fund +Biological assets +Horses used for production +(in plasma collection status) +7,400 2,906 2,689 Level 2 Replacement cost approach +The value was adjusted based on +the implied relationship between +the plasma collection stage and +t h ed i s p o s a lp r i c e ,a si n d i c a t e d +by historical records. +Horses used for production +(in preparation status) +1,640 2,064 1,126 Level 2 Market approach +Recent transaction price +Immature horses 1,500 60 5 Level 2 Market approach +Recent transaction price +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 1– + + +--- page 383 --- +40. RELATED PARTY TRANSACTIONS +(a) Save as disclosed in notes 13, 14, 18, 30 and 33, th e Group entered into the following transactions +and balances with related parties during the Track Record Period: +Relationships Company name Nature of transactions +For the year ended 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Related party controlled +by the Company’s +ultimate controlling +shareholder’s close +family member +Gaotai County Jianquanzi +Forestry and Animal +Husbandry Technology +Development Co., Ltd. +Purchase of forage grass 3,947 68 — +Purchase of other materials 75 1,339 — +Purchase of property, plant +and equipment +— 1,044 1,397 +Expenses relating to +short-term leases and +leases of low-value assets +72 72 72 +Initial recognition of +right-of-use assets +(non-trade) +—— 2 0 9 +Related party controlled +by the Company’s +ultimate controlling +shareholder’s close +family member +Hainan Chuangxin +Pharmaceutical +Technology +Development Co., Ltd +Purchase of other materials 295 266 — +Technical service income — 120 — +Interest expense — 193 — +Rental income 423 423 — +Related party controlled +by the Company’s +ultimate controlling +shareholder’s close +family member +Hainan Huaruida +Investment +Development Co., Ltd +Rental income 16 11 17 +Related party controlled +by the Company’s +ultimate controlling +shareholder’s close +family member +Gaotai Country Jinlucao +Industry Co., Ltd +Initial recognition of +right-of-use assets +(non-trade) +— 3,693 — +Holding company Qianhai Tianzheng Interest expense (i) — 1,653 — +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 2– + + +--- page 384 --- +Relationships Company name Nature of balances +As at 31 December +Maximum amount outstanding during the +year ended +31 December +2023 2024 2025 2023 2024 2025 +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +Related party controlled by the +Company’s ultimate +controlling shareholder’s +close family member +Hainan Chuangxin +Pharmaceutical +Technology Development +Co., Ltd +Amount due from related +parties — lease +receivable (trade) +688 — — N/A N/A N/A +Amount due to related +parties — rental deposit +(non-trade) +— 9 — N/A N/A N/A +Amount due to related +parties — advance +r e c e i p to fr e n t a lf e e +(trade) +10 — 3 N/A N/A N/A +Related party controlled by the +Company’s ultimate +controlling shareholder’s +close family member +Gaotai County Jianquanzi +Forestry and Animal +Husbandry Technology +Development Co., Ltd. +Amount due from related +parties — refund of +goods (trade) +— — — N/A N/A N/A +Amount due from related +parties — payment in +advance (trade) +— 410 96 N/A N/A N/A +Amount due to related +parties — trade payable +(trade) +174 — — N/A N/A N/A +Lease liability (non-trade) +(ii) +— — 141 N/A N/A N/A +Related party controlled by the +Company’s ultimate +controlling shareholder’s +close family member +Hainan Huaruida Investment +Development Co., Ltd +Amount due to related +parties — rental deposit +(non-trade) (ii) +13 3 3 N/A N/A N/A +Related party controlled by the +Company’s ultimate +controlling shareholder’s +close family member +Hainan Huaruida Investment +Development Co., Ltd +Amount due from related +parties — rent receivable +(trade) +— — — N/A N/A N/A +Holding company Qianhai Tianzheng Amount due to related +parties (non-trade) (i) +41,576 10,000 — 56,323 41,576 10,000 +Amount due to related +parties (trade) +300 — — 300 300 N/A +Related party controlled by the +Company’s ultimate +controlling shareholder’s +close family member +Gaotai Country Jinlucao +Industry Co., Ltd +Lease liability (non-trade) +(ii) +— 720 750 N/A N/A N/A +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 3– + + +--- page 385 --- +Notes: +i: In October 2023, the Company and its controll ing shareholder, Qianhai Tianzheng entered +into an equity transfer agreement to transfer 100% equity interest in Hainan Pharmaceutical +Research Institute Co., Ltd. from the Company to Qianhai Tianzheng at a consideration of +RMB83,152,000. During the year ended 31 December 2023, the Company partially received +the consideration of RMB41,576,000. +In September 2024, the Company and Qianhai Tianzheng entered into a supplementary +agreement to terminate the equity transfer agreement signed in October 2023. In accordance +with the supplementary agreement, the Compa ny would repay partial consideration to +Qianhai Tianzheng of RMB34,598,000 together with an interest charge of RMB1,653,000 +(representing an interest rate of 4.35% pe r annum). Up to 31 December 2024, RMB24,598,000 +and interest of RMB1,653,000 have been settle d. The outstanding balance of amount due to +Qianhai Tianzheng of RMB10,000,000 as at 31 December 2024 has been settled during the +year ended 31 December 2025. +As Hainan Pharmaceutical Research Institute Co., Ltd. is controlled under Qianhai Tianzheng +before and after the equity transfers, it wa s accounted for under the merger accounting +throughout the Track Record Period. +ii: As at 31 December 2025, the rental deposit of RMB3,000 and lease liabilities of RMB891,000 +will be settled in three years based on the settlement term of the lease agreements. +(b) The Company’s amounts due from/to subsidiaries and related parties are unsecured, interest free +and repayable on demand. +(c) Save as disclosed above, as set out in the ‘‘Histo ry, Development and Corporate Structure’’ section +of the Prospectus, prior to the Track Record Period, four former shareholders of the Company were +granted with certain special rights, which were subsequently cancelled during 2024 and 2025 after +transferring all of their Shares to Hainan Zhizh eng, the Company’s holding company, which is +controlled by Ms. Jing Yue, the ultimate controlling shareholder of the Company. Jiaxing Jiaci, a +Pre-IPO Investor, was entitled to the benefit of t he divestment rights granted to these four former +shareholders. Among these special rights, the divestment rights granted to the four former +shareholders and Jiaxing Jiaci for repurchase of t heir relevant shares under some pre-determined +conditions were borne by Ms. Jing Yue and Mr. Jing Wei, father of Ms. Jing Yue. The Group was +not obliged to such liability, nor had it provided a ny guarantees to these four former shareholders +and Jiaxing Jiaci. Accordingly, the relevant inv estments from the four former shareholders and +Jiaxing Jiaci were accounted for as equity instrume nts, and no redemption liability was recognized +by the Group as at January 1, 2023, December 31, 2023, December 31, 2024 and December 31, 2025. +41. TRANSFERS OF FINANCIAL ASSETS +The following were the Group’s financial assets as at 31 December 2023, 2024 and 2025 that were +transferred to suppliers by endorsing on a full recourse basis. As the Group has not transferred the significant +risks and rewards, it continues to recognise the full ca rrying amount. These financial assets are carried at +amortised cost in the consolidated statement of financial position. +Bills endorsed to suppliers with full recourse +As at 31 December +2023 2024 2025 +RMB’000 RMB’000 RMB’000 +Carrying amount of transfe rred assets 2,390 3,913 3,299 +Carrying amount of associated liab ilities (2,390) (3,913) (3,299) +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 4– + + +--- page 386 --- +42. RECONCILIATION OF LIABILITIES A RISING FROM FINANCING ACTIVITIES +The table below details changes in the Group’s liabilities arising from fin ancing activities, including both +cash and non-cash changes. Liabilities arising from fina ncing activities are those for which cash flows were, or +future cash flows will be, cl assified in the Group’s consolidated sta tements of cash flows as cash flows from +financing activities. +Accrued +issue costs +Dividend +payable +Amounts due +to related +parties +(non-trade) +Bank +borrowings +Lease +liabilities Total +RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 +At 1 January 2023 — — — 37,622 1,539 39,161 +Financing cash flows — (86,181) 41,576 (18,325) (363) (63,293) +Non-cash change +Dividends declared — 86,181 — — — 86,181 +Lease modified — — — — (16) (16) +Finance costs recognised (note 9) — — — 625 42 667 +At 31 December 2023 — — 41,576 19,922 1,202 62,700 +Financing cash flows (642) (40,819) (26,444) (20,250) (3,195) (91,350) +Non-cash change +New lease entered — — — — 3,693 3,693 +Dividends declared — 40,819 — — — 40,819 +Early termination of lease agreements — — — — (1,032) (1,032) +Deemed contribution — — (6,978) — — (6,978) +Finance costs recognised (note 9) — — 1,846 328 52 2,226 +Accrued issue costs 642 — — — — 642 +At 31 December 2024 — — 10,000 — 720 10,720 +Financing cash flows (2,551) — (10,000) — (72) (12,623) +Non-cash change +New lease entered — — — — 209 209 +Finance costs recognised (note 9) ————3 43 4 +Accrued issue costs 2,728 — — — — 2,728 +At 31 December 2025 177 — — — 891 1,068 +43. MAJOR NON-CASH TRANSACTIONS +During the Track Record Period, the Group entered into certain new lease agreements for the use of office +premises. On the date of commencement of leases, the Group recognised right-of-use assets of RMB3,693,000 +and lease liabilities of RMB3,693,000 for the year ended 31 December 2024 and right-of-use assets of +RMB209,000 and lease liabilities of RMB209,000 for the year ended 31 December 2025. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 5– + + +--- page 387 --- +44. PARTICULARS OF ALL SUBSIDIARIES OF THE COMPANY +Details of the subsidiaries directly and indirectly held by the Company at the end of each reporting period +and at the date of this report are set out below. +Name of subsidiaries +Place and date +of incorporation +Equity interest attributable +to the Group +At date of +this +report +Paid up issued/ +registered capital at +date of this report Principal activitiesAs at 31 December +2023 2024 2025 +Jiangxi Tianzheng Biotechnology +Co., Ltd. (Note i & Note v) +PRC +8 Jul 2016 +100% 100% 100% 100% RMB5,000,000 Sales and distribution of +pharmaceutical products +Jiangsheng (Shenzhen) +Biotechnology R&D +Center Co., Ltd. +(Note i & Note vi) +PRC +29 Nov 2019 +100% 100% 100% 100% RMB30,000,000 Research and development of +anti toxin biological +products +Gaotai County Tianhong Sand +Grass Industry Development Co., +Ltd. (Note i & Note v) +PRC +24 Oct 2013 +100% 100% 100% 100% RMB10,000,000 Production of raw materials +Gaotai County Tianhong +Biochemical Technology +Development +Co., Ltd. (Note iv & Note vi) +PRC +9 Jan 2012 +100% 100% 100% 100% RMB50,000,000 Production of raw materials +Chifeng Bo-en Pharmaceutical Co., +Ltd. (Note i & Note vi) +PRC +19 May 2004 +100% 100% 100% 100% RMB35,000,000 Production of veterinary drug +products +Chifeng Bo-en Pharmaceutical +Operation Co., Ltd. +(Note i & Note v) +PRC +16 Apr 2021 +100% 100% 100% 100% RMB500,000 Sales of veterinary drug +products +Shenzhen Jiangsheng Biotechnology +Co., Ltd. (Note ii & Note vi) +PRC +7 Feb 2023 +66% — — — RMB100,000/ +RMB10,000,000 +Sales and distribution of +pharmaceutical products +Ji’an Haotian Cultural +Development Co., Ltd. +(Note i & Note vii) +PRC +8 Sep 2023 +100% 100% — — RMB2,000,000 Cultural medium +Hainan Pharmaceutical +Research Institute Co., Ltd. +(Note iii & Note vi) +PRC +16 Jul 2020 +100% 100% 100% 100% RMB100,000,000 Research and development of +anti toxin biological +products +Jiangsheng (Hainan) Biotechnology +Co., Ltd (Note i & Note vi) +PRC +29 Nov 2024 +— 100% 100% 100% —/ +RMB10,000,000 +Research and development of +anti toxin biological +products +All the subsidiaries of the Company are limited liab ility companies. None of the subsidiaries had any debt +securities outstanding as at 31 December 2023, 2024 an d 2025 or at any time during the Track Record Period. +Notes: +i. No audited statutory financial statements were prepared for these subsidiaries for the Track Record +Period as there are no statutory audit requirements. +ii. The subsidiary was deregistered during the year ended 31 December 2024. +iii. The financial statements for the year ende d 31 December 2023 were audited by Shenzhen Jintian +Certified Public Accountants (Common Cooperate). No audited statutory financial statements were +prepared for Hainan Pharmaceutical Research I nstitute Co., Ltd. for the years ended 31 December +2024 and 2025 as there are no statutory audit requirements. +iv. The financial statements for the year ended 31 December 2024 were audited by Gansu Hongtaihua +Certified Public Accountants (General Partnership ). No audited statutory financial statements were +prepared for Gaotai County Tianhong Biochemica l Technology Development Co., Ltd. for the years +ended 31 December 2023 and 2025 as there are no statutory audit requirements. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 6– + + +--- page 388 --- +v. The subsidiaries are indir ectly held by the Company. +vi. The subsidiaries are directly held by the Company. +vii. The subsidiary was directly held by the Company until the completion of disposal on 7 January +2025. Details of the disposal are stated in note 30. +45. SUBSEQUENT EVENTS +There were no significant events after 31 Decembe r 2025 that require additional disclosures in or +adjustments to the Historic al Financial Information. +46. SUBSEQUENT FINANCIAL STATEMENTS +No audited financial statements of the Company, its subsidiary or the Group has been prepared in respect +of any period subsequent to 31 December 2025. +APPENDIX I ACCOUNTANTS’ REPORT +–I - 7 7– + + +--- page 389 --- +The information set out in this appendix does not form part of the Accountants’ Report on +the historical financial information of the Group prepared by Deloitte Touche Tohmatsu, +Certified Public Accountants, Hong Kong, the reporting accountants of the Company, as set +out in Appendix I to this Prospectus, and is included herein for information only. +The unaudited pro forma financial information should be read in conjunction with the +section headed ‘‘Financial Information’’ in t his prospectus and the Accountants’ Report set +forth in Appendix I to this Prospectus prospectively. +A. UNAUDITED PRO FORMA STATEME NT OF ADJUSTED CONSOLIDATED +NET TANGIBLE ASSETS OF THE GROUP ATTRIBUTABLE TO OWNERS OF +THE COMPANY +The following unaudited pro forma statement of adjusted consolidated net tangible +assets of the Group attributable to owners of the Company prepared in accordance with +paragraph 4.29 of the Listing Rules is set out below to illustrate the effect of the Global +Offering (as defined in this prospectus) on the audited consolidated net tangible assets of +the Group attributable to owners of the Company at 31 December 2025 as if the Global +Offering had taken place on that date. +The unaudited pro forma statement of adjusted consolidated net tangible assets of the +Group attributable to owners of the Company ha s 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 +31 December 2025 or any future dates following the Global Offering. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 1– + + +--- page 390 --- +The following unaudited pro forma statement of adjusted consolidated net tangible +assets of the Group attributable to owners of the Company is prepared based on the +consolidated net tangible assets of the Group attributable to owners of the Company as at +31 December 2025 as derived from the Account ants’ Report, the text of which is set out in +Appendix I to this Prospectus, and adjusted as described below: +Audited +consolidated net +tangible assets +of the Group +attributable to +owners of the +Company as at +31 December +2025 +Estimated net +proceeds from +the Global +Offering +Unaudited +pro forma +adjusted +consolidated net +tangible assets +of the Group +attributable to +owners of the +Company as at +31 December +2025 +Unaudited pro forma adjusted +consolidated net tangible assets +of the Group attributable +to owners of the Company +as at 31 December 2025 per Share +RMB’000 RMB’000 RMB’000 RMB HK$ +(note 1) (note 2) (note 3) (note 4) +B a s e do na nO f f e rP r i c e +of HK$9.33 per Offer +Share 497,645 260,289 757,934 2.46 2.83 +B a s e do na nO f f e rP r i c e +of HK$13.06 per +Offer Share 497,645 372,478 870,123 2.82 3.25 +1. The audited consolidated net tangible assets o f the Group attributable to owners of the Company as +at 31 December 2025 is based on the consolidated net assets of the Group attributable to owner of +the Company amounted to RMB498,017,000, with adj ustment for intangible assets of the Group as +at 31 December 2025 of RMB372,000 extracted from the Accountants’ report set forth in Appendix +It ot h i sp r o s p e c t u s . +2. The estimated net proceeds from the Global Offering are based on 36,234,500 new Offer Shares to be +issued at the Offer Price of HK$9.33 and HK$13.06 p er Offer Share, being the low end and high end +of the indicated Offer Price range respectively, af ter deduction of the estimated underwriting fees +and commissions and other listing related expe nses payable/paid by the Company (excluding the +listing expense that have been charged to profit or loss up to 31 December 2025). The calculation of +such estimated net proceeds does not assume the exercise of the Over-allotment Option. +For the purpose of calculating, the estimated net proceeds from the Global Offering, the amount +denominated in Hong Kong dollars has been converted into Renminbi at an exchange rate of +HK$1.1504 to RMB1.00, which was the exchange rat e prevailing on 14 June 2026 with reference to +the rate published by the People’s Bank of China. N o representation is made that Hong Kong dollar +amounts have been, could have been or may be conver ted to Renminbi, or vice versa, at that rate or +at any other rates or at all. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 2– + + +--- page 391 --- +3. The number of shares used for the calculation of unaudited pro forma adj usted consolidated net +tangible assets of the Group attributable to owners of the Company per Share is based on +308,377,319 Shares were in issue assuming the Global Offering had been completed on 31 December +2025. It does not take into account (i) any Shares which may be allotted and issued upon the exercise +of the Over-allotment Option or (ii) any Shares which may be issued or repurchased by the +Company pursuant to the general mandates. +4. The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to +owners of the Company per Share is converted f rom Renminbi to Hong Kong dollars at the rate of +RMB1 to HK$1.1504, which was the exchange rate prevailing on 14 June 2026 with reference to the +rate published by the People’s Bank of China. N o representation is made that the Renminbi +amounts have been, would have been or may be conv erted to Hong Kong dollars, or vice versa, at +that rate or at any other rates or at all. +5. No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets +of the Group attributable to owners of the Company as at 31 December 2025 to reflect any +operating result or other transactions of the Gr oup entered into subsequent to 31 December 2025. +6. By comparing the valuation of the Group’s property interest as at 31 March 2026 as set out in +Appendix III to this prospectus, the net valuati on surplus of these properties is approximately +RMB456,000, which has not been included in the above unaudited pro forma adjusted consolidated +net tangible assets of the Group attributable to owners of the Company. The valuation surplus of +the properties will not be incorporated in the Gr oup’s financial statements in the future. If the +valuation surplus were to be included in the financia l statements, an additional annual depreciation +charge of approximately RMB79,000 would be incurred. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 3– + + +--- page 392 --- +B. REPORTING ACCOUNTANTS’ REPORTS ON UNAUDITED PRO FORMA +FINANCIAL INFORMATION +The following is the text of the independent reporting accountants’ assurance report +received from Deloitte Touche Tohmatsu, Certified Public Accountants, Hong Kong, the +reporting accountants of the Company, in respect of the Group’s unaudited pro forma financial +information prepared for the purpose of incorporation in this Prospectus. +INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE +COMPILATION OF UNAUDITED PRO F ORMA FINANCIAL INFORMATION +To the Directors of Jiangxi Institute of Biological Products Inc. +We have completed our assurance engag ement to report on the compilation of +unaudited pro forma financial information of J iangxi Institute of Biological Products Inc. +(the ‘‘Company ’’) and its subsidiaries (hereinafte r collectively referred to as the ‘‘ Group ’’) by +the directors of the Company (the ‘‘ Directors ’’) for illustrative purpos es only. The unaudited +pro forma financial information consists of the unaudited pro forma statement of adjusted +consolidated net tangible assets as at 31 D ecember 2025 and related notes as set out on +pages II-1 to II-3 of Appendix II to the prospectus issued by the Company dated 22 June +2026 (the ‘‘Prospectus ’’). The applicable criteria on the basis of which the Directors have +compiled the unaudited pro forma financial in formation are described on pages II-1 to II-3 +of Appendix II to the Prospectus. +The unaudited pro forma financial information has been compiled by the Directors to +illustrate the impact of the Global Offering (a s defined in the Prosp ectus) on the Group’s +financial position as at 31 December 2025 as if the Global Offering had taken place at 31 +December 2025. As part of this process, inform ation about the Group’s financial position +has been extracted by the Directors from the Group’s historical information for each of the +three years ended 31 December 2025, on which an accountants’ report set out in Appendix I +to the Prospectus has been published. +Directors’ Responsibilities for the Un audited Pro Forma Financial Information +The Directors are responsible for comp iling 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 ‘‘Prepar ation of Pro Forma Financial Information for +Inclusion in Investment Circulars’’ (‘‘ AG 7 ’’) issued by the Hong Kong Institute of Certified +Public Accountants (the ‘‘ HKICPA ’’). +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 4– + + +--- page 393 --- +Our Independence and Quality Management +We have complied with the independence and o ther ethical requirements of the ‘‘Code +of Ethics for Professional Accountants’’ issued by the HKICPA, which is founded on +fundamental principles of integrity, objectivity, professional competence and due care, +confidentiality and professional behavior. +Our firm applies Hong Kong Standard on Quality Management (HKSQM) 1 ‘‘Quality +Management for Firms that Perform Audits or R eviews of Financial Statements, or Other +Assurance or Related Services Engagements ’’ issued by the HKICPA, which requires the +firm to design, implement and operate a system of quality management including policies +and procedures regarding compliance with ethic al requirements, professional standards and +applicable legal and regulatory requirements. +Reporting Accountants’ Responsibilities +Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the +Listing Rules, on the unaudited pro forma financial information and to report our opinion +to you. We do not accept any responsibility f or any reports previously given by us on any +financial information used in the compila tion 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 accountants plan and perform procedures to obtain reasonable +assurance about whether the Directors have compiled the unaudited pro forma financial +information in accordance with paragraph 4.29 of the Listing Rules and with reference to +AG 7 issued by the HKICPA. +For purposes of this engagement, we are not responsible for updating or reissuing any +reports or opinions on any historical financia l 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 informa tion used in compiling the unaudited pro forma +financial information. +The purpose of unaudited pro forma financial information included in an investment +circular is solely to illustrate the impact of a si gnificant event or transaction on unadjusted +financial information of the Group as if the event had occurred or the transaction had been +undertaken at an earlier date selected for pur poses of the illustration. Accordingly, we do +not provide any assurance that the actual outcome of the event or transaction at 31 +December 2025 would ha ve been as presented. +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 5– + + +--- page 394 --- +A reasonable assurance engagement to report on whether the unaudited pro forma +financial information has been properly comp iled on the basis of the applicable criteria +involves performing procedures to assess wh ether 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 +t r a n s a c t i o n ,a n dt oo b t a i ns u f f i c i e nt appropriate evidence about whether: +. the related pro forma adjustments give app ropriate effect to those criteria; and +. the unaudited pro forma financial information reflects the proper application of +those adjustments to the unadj usted financial information. +The procedures selected depend on the repor ting accountants’ judgment, having regard +to the reporting accountants’ understanding of the nature of the Group, the event or +transaction in respect of which the unaudite d pro forma financial information has been +compiled, and other relevant e ngagement circumstances. +The engagement also involves evaluating the overall presentation of the unaudited pro +forma financial information. +We believe that the evidence we have obtained is sufficient and appropriate to provide +a basis for our opinion. +Opinion +In our opinion: +(a) the unaudited pro forma financial information has been properly compiled on the +basis stated; +(b) such basis is consistent with the accounting policies of the Group; and +(c) the adjustments are appropriate for the purposes of the unaudited pro forma +financial information as disclosed pursuant to paragraph 4.29(1) of the Listing +Rules. +Deloitte Touche Tohmatsu +Certified Public Accountants +Hong Kong +22 June 2026 +APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION +–I I - 6– + + +--- page 395 --- +The following is the text of a letter, summary of values and valuation certificates, +prepared for the purpose of incorporation in th is prospectus received from Jones Lang LaSalle +Corporate Appraisal and Advisory Limited, an independent valuer, in connection with its +valuation as at 31 March 2026 of the selected property interests of the Group. +Jones Lang LaSalle Corporate Appraisal and Advisory Limited +7th Floor, One Taikoo Place +979 King’s Road +Hong Kong +tel +852 2846 5000 fax +852 2169 6001 +Company Licence No.: C-030171 +ʮ̡ +༸979ࢭ7ᅽ +ཥ༑+852 2846 5000 ෂॆ+852 2169 6001 +ʮ̡ᇁjC-030171 +22 June 2026 +The Board of Directors +Jiangxi Institute of Biological Products Inc. +No. 198 Huoju Avenue, +Jinggangshan Economic and Technological Development Zone, +Ji’an, +Jiangxi Province, +The People’s Republic of China +Dear Sirs, +In accordance with your instructions to valu e the selected properties in which Jiangxi +Institute of Biological Products Inc. ( 江西生物製品研究所股份有限公司,t h e‘ ‘Company ’’) +and its subsidiaries (hereinafter together referred to as the ‘‘ Group ’’) have interests in the +People’s Republic of China (the ‘‘ PRC’’), we confirm that we have carried out inspections, +made relevant enquiries and searches and obtained such further information as we consider +necessary for the purpose of providing you with our opinion of the market values of the +property interests as at 31 March 2026 (the ‘‘ valuation date ’’). +As instructed by the Company, we have valued the selected property interests owned +by the Company. The property interests not subject to our valuation are the property +interests (i) that form part of the Company’s property activities and with a carrying amount +below 1% of the Company’s total assets, and the total carrying amount of such property +interests not valued does not exceed 10% of the Company’s total assets, or (ii) that do not +form part of the Company’s property activities and the carrying amount of such property +interest is below 15% of the Company’s total assets. +Our valuation is carried out on a market value basis. Market value is defined as ‘‘the +estimated amount for which an asset or liability should exchange on the valuation date +between a willing buyer and a willing seller in a n arm’s-length transaction, after proper +marketing and where the parties had each acted knowledgeably, prudently, and without +compulsion.’’ +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 1– + + +--- page 396 --- +Due to the nature of the buildings and structures of property No. 1 in Group I and the +particular location in which it is situate d, there are unlikely to be relevant market +comparable sales readily available. The property interest has therefore been valued by the +cost approach with reference to its depreciated replacement cost. Depreciated replacement +cost is defined as ‘‘the current cost of replacin g an asset with its modern equivalent asset less +deductions for physical deterioration and all relevant forms of obsolescence and +optimization.’’ It is based on an estimate of the market value for the existing use of the +land, plus the current cost of replacement (reproduction) of the improvements, less +deductions for physical deterioration and all relevant forms of obsolescence and +optimization. In arriving at the value of land portion, reference has been made to the +sales evidence as available in the locality. The d epreciated replacement cost of the property +interest is subject to adequate potential pr ofitability of the concerned business. In our +valuation it applies to the whole of the complex or development as a unique interest, and no +piecemeal transaction of the complex or development is assumed. +We have valued the property interest of property No. 2 in Group II by income +approach by taking into account the rental income of the property derived from the existing +leases and/or achievable in the existing mar ket with due allowance for the reversionary +income potential of the leases, which have been then capitalised to determine the market +value at an appropriate capitalisation rate. Where appropriate, reference has also been +made to the comparable sale transaction s as available in the relevant market. +We have attributed no commercial value the property interests of property Nos. 3 and +4 in Group II due to the lack of relevant title certificates. +Our valuation has been made on the assumption that the seller sells the property +interests in the market without the benefit o f a deferred term contract, leaseback, joint +venture, management agreement or any similar arrangement, which could serve to affect the +values of the property interests. +No allowance has been made in our report for any charges, mortgages or amounts +owing on the property interests valued nor for any expenses or taxation which may be +incurred in effecting a sale. Unless otherwise stated, it is assumed that the properties are +free from encumbrances, restrictions and outgoings of an onerous nature, which could +affect their values. +In valuing the property interests, we have complied with all requirements contained in +Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities issued by +the Stock Exchange of Hong Kong Limited; the RICS Valuation — Global Standards +published by the Royal Institution of Chartered Surveyors; the HKIS Valuation Standards +published by the Hong Kong Institute of Surveyors; and the International Valuation +Standards published by the International Valuation Standards Council. +We have relied to a very considerable extent on the information given by the Group +and have accepted advice given to us on such matters as planning approvals, statutory +notices, easements, particulars of occupanc y, lettings, and all other relevant matters. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 2– + + +--- page 397 --- +We have been shown copies of title documents including State-owned Land Use Rights +Grant Contracts, Real Estate Title Certific ates, Construction Lan d Planning Permits, +Construction Work Planning Permits, Construction Work Commencement Permits, +Property Sales Contracts, Tenancy Agreements and other title documents relating to the +property interests and have made relevant enquiries. Where possible, we have examined the +original documents to verify the existing tit le to the property interests in the PRC and any +material encumbrance that might be attached to the property interests or any tenancy +amendment. We have relied considerably on the advice given by the Company’s PRC legal +adviser — Beijing Kangda Law Firm, concerning t he validity of the property interests in the +PRC. +We have not carried out detailed measurements to verify the correctness of the areas in +respect of the properties but have assumed that the areas shown on the documents and +official site plans handed to us are correct. All documents and contracts have been used as +reference only and all dimensions, measurements and areas are approximations. No on-site +measurement has been taken. +We have inspected the exterior and, where possible, the interior of the properties. +However, we have not carried out investigatio n to determine the suitability of the ground +conditions and services for any development thereon. Our valuation has been prepared on +the assumption that these aspects are satisfac tory. Moreover, no structural survey has been +made, but in the course of our inspection, we did not note any serious defect. We are not, +however, able to report whether the properties are free of rot, infestation or any other +structural defect. No tests were carried out on any of the services. +Inspection of the properties was carried out between 4 March 2025 and 13 March 2025 +by Cyndi Huang, who is a Chartered Surveyor and a China Real Estate Appraiser and has +more than 14 years’ experience in the valuation of properties in the PRC. +We have had no reason to doubt the truth and accuracy of the information provided to +us by the Group. We have also sought confirmation from the Group that no material +factors have been omitted from the information supplied. We consider that we have been +provided with sufficient information to arr i v ea ni n f o r m e dv i e w ,a n dw eh a v en or e a s o nt o +suspect that any material information has been withheld. +Unless otherwise stated, all monetary fig ures stated in this report are in Renminbi +(RMB). +Climate change, sustainability, resilien ce, and ESG are increasingly influencing +investment approaches as they may affect prospects for rental and capital growth, and +susceptibility to obsolescence. Properties th at do not meet the sustainability characteristics +expected in the market may represent a higher investment risk, particularly as occupiers +become more conscious of ESG impacts on operational workspace, which could impact on +vacancy and rental levels. This view is supported by RICS in their recently published +guidance note ‘‘Sustainability and ESG in com mercial property valuation and strategic +advice (3rd Edition).’’ +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 3– + + +--- page 398 --- +While some of the sustainability and ESG ini tiatives are considered subjective and +intangible, they cannot always be demonstrat ed with quantifiable evidence. Based on our +research and local market knowledge, there is not yet any direct and tangible evidence of +ESG being reflected in specific investment behaviours and/or pricing considerations for +assets of a similar nature to the subject property, although it is acknowledged that ESG +c r i t e r i ai sf o r m i n gp a r to fa ni n c r e a s i n gn u m b e ro fi n v e s t m e n tm a n d a t e s .H o w e v e rm o r e +tangible benefits such as energy efficiency ar e realisable in operational costs. We have not +undertaken full asset and market investigatio ns in this regard. Whilst there is currently no +direct and tangible evidence to suggest that the market is making pricing adjustments for +ESG, we will continue to monitor market movements and sentiment. +Our summary of values and valuation certificates are attached below for your +attention. +Yours faithfully, +For and on behalf of +Jones Lang LaSalle Corporate Appraisal and Advisory Limited +Eddie T. W. Yiu +MRICS MHKIS R.P.S. (GP) +Senior Director +Note: Eddie T.W. Yiu is a Chartered Surveyor who has 32 yea rs’ experience in the valuation of properties in +Hong Kong and the PRC as well as relevant e xperience in the Asia-Pacific region. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 4– + + +--- page 399 --- +SUMMARY OF VALUES +Group I — Property interest held and occupied by the Group in the PRC +No. Property +Market value in +existing state as at +31 March 2026 +RMB +1. Factory Complex of Chifeng Bo-en +Pharmaceutical Co., Ltd. +located at Yuanbaoshan Industrial Park, +Chifeng High-tech Industrial Development Zone, +Yuanbaoshan District, +Chifeng, +Inner Mongolia Autonomous Region, +The PRC +(赤峰博恩藥業有限公司廠區) +103,000,000 +Sub-total: 103,000,000 +Group II — Property interests held for investment by the Group in the PRC +No. Property +Market value in +existing state as at +31 March 2026 +RMB +2. 3 office units of Tower 2, Chongqing International +Finance Square +located at No. 16 Qingyun Road, +Jiangbei District, +Chongqing, +The PRC +(重慶國金中心T2棟3個辦公單元) +7,810,000 +3. 20 residential units of Mei’an South Fulin Center +located at No. 23 Mei’an Third Street, +Mei’an Technology New City South Area, +Xiuying District, +Haikou, +Hainan Province, +The PRC +(美安南區福鄰中心20個住宅單元) +No commercial value +(Refer to note 1) +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 5– + + +--- page 400 --- +No. Property +Market value in +existing state as at +31 March 2026 +RMB +4. 4 residential units of Yaogu Talent Room +located at No. 6 Yaogu Yiheng Street, +Xiuying District, +Haikou, +Hainan Province, +The PRC +(藥谷人才房4個住宅單元) +No commercial value +(Refer to note 2) +Sub-total: 7,810,000 +Grand total: 110,810,000 +Notes: +1. As at the valuation date, property No. 3 in Group II ha d not obtained any title certificate. Therefore, we +have attributed no commercial value to it. However, for reference purpose, we are of the opinion that the +calculated value of property No. 3 in Group II as at the valuation date would be RMB24,265,116 +assuming all relevant title certificates have been obtained and subj ect to the affordable housing policy in +Haikou. +2. As at the valuation date, property No. 4 in Group II ha d not obtained any title certificate. Therefore, we +have attributed no commercial value to it. However, for reference purpose, we are of the opinion that the +calculated value of property No. 4 in Group II as at the valuation date would be RMB2,999,040 assuming +all relevant title certificates hav e been obtained and subject to the affordable housing policy in Haikou. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 6– + + +--- page 401 --- +VALUATION CERTIFICATE +Group I — Property interest held and occupied by the Group in the PRC +No. Property Description and tenure +Particulars of +occupancy +Market value in +existing state as at +31 March 2026 +RMB +1. Factory Complex of +Chifeng Bo-en +Pharmaceutical Co., +Ltd. +located at +Yuanbaoshan +Industrial Park, +Chifeng High-tech +Industrial +Development Zone, +Yuanbaoshan +District, +Chifeng, +Inner Mongolia +Autonomous +Region, +The PRC +(赤峰博恩藥業有限 +公司廠區) +Factory Complex of Chifeng +Bo-en Pharmaceutical Co., Ltd. +is located in Yuanbaoshan +Industrial Park of Chifeng +High-tech Industrial +Development Zone. Chifeng +High-tech Industrial +Development Zone is a +first-class development zone in +Inner Mongolia, with a planned +land area of approximately 77.9 +s q . k m .a n dab u i l t - u pa r e ao f +approximately 54.4 sq.km. +Yuanbaoshan Industrial Park is +one of the four industrial parks +of Chifeng High-tech Industrial +Development Zone. The locality +of the property is a newly +developed area where public +facilities such as municipal +facilities and amenities are +under further improvement. +The property comprises 3 +parcels of land with a total site +area of approximately 53,975.06 +sq.m. and various buildings and +structures erected thereon. +As at the valuation +date, the construction +work (exclusive of +interior decoration) of +13 buildings of the +property was +completed. The interior +decoration work of +these buildings was +near completion and +had almost reached the +intended ready-for-use +condition. +103,000,000 +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 7– + + +--- page 402 --- +No. Property Description and tenure +Particulars of +occupancy +Market value in +existing state as at +31 March 2026 +RMB +T h es i t ea r e ao fl a n dp a r c e lN o . +1 of the property is +approximately 33,334.59 sq.m. +There are 9 buildings with a +total gross floor area of +approximately 17,344.25 sq.m. +erected on it. The construction +work (exclusive of interior +decoration) of these buildings +was completed in 2023. +Moreover, a small portion of +vacant land has been reserved +on land parcel No. 1 for the +future construction of +Workshop No. 2. The details of +the 9 buildings are set out as +follows: +Building Name +Gross +Floor Area +(sq.m.) +Multi-functional +Building +1,001.15 +Workshop No. 1 6,495.50 +Vaccine +Workshop +411.25 +Dormitory 2,177.60 +Material +Warehouse +700.00 +Animal House 2,200.00 +Subsidiary Room 800.00 +R&D Center 3,498.75 +Guard Room 60.00 +Total: 17,344.25 +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 8– + + +--- page 403 --- +No. Property Description and tenure +Particulars of +occupancy +Market value in +existing state as at +31 March 2026 +RMB +T h es i t ea r e ao fl a n dp a r c e lN o . +2 of the property is +approximately 16,863.47 sq.m. +There are 4 buildings with a +total gross floor area of +approximately 11,226.32 sq.m. +erected on it. The construction +work (exclusive of interior +decoration) of these buildings +was completed in 2023. The +details of the buildings are set +out as follows: +Building Name +Gross +Floor Area +(sq.m.) +Workshop No. 3 3,739.20 +Workshop No. 4 7,233.13 +Dangerous +Goods +Warehouse +144.00 +Sewage +Treatment +Room +109.99 +Total: 11,226.32 +T h es i t ea r e ao fl a n dp a r c e lN o . +3 of the property is +approximately 3,777.00 sq.m. +Warehouse Nos. 1 and 2 with a +total planned gross floor area of +approximately 1,541.00 sq.m. +are planned to be constructed +on it. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 9– + + +--- page 404 --- +No. Property Description and tenure +Particulars of +occupancy +Market value in +existing state as at +31 March 2026 +RMB +The structures of the property +mainly include an underground +water pool, an emergency +sewage treatment water storage +pool, boundary walls and roads. +The land use rights of land +parcel No. 1 of the property +have been granted for a term of +50 years expiring on 28 June +2068 for industrial use. The land +use rights of land parcel No. 2 +of the property have been +granted for a term of 50 years +expiring on 15 November 2070 +for industrial use. The land use +rights of land parcel No. 3 of the +property have been granted for +a term of 50 years expiring on 14 +September 2073 for industrial +use. +Notes: +1. Pursuant to a State-owned Land Use Rights Grant Contract — (Meng) 0005430 dated 29 June 2018, the +land use rights of a parcel of land with a site area of approximately 33,334.59 sq.m. (land parcel No. 1 of +the property) were contracted to be granted t o Chifeng Bo-en Pharmaceutical Co., Ltd. ( 赤峰博恩藥業有 +限公司, ‘‘Chifeng Bo-en Pharmaceutical’’, a wholly-o wned subsidiary of the Company) for a term of 50 +years for industrial use. The la nd premium was RMB4,800,181. +2. Pursuant to a State-owned Land Use Rights Grant Contract — (Meng) 0005515 dated 16 November 2020, +the land use rights of a parcel of land with a site area of approximately 16,863.47 sq.m. (land parcel No. 2 +of the property) were contracted to be granted to Chi feng Bo-en Pharmaceutical for a term of 50 years for +industrial use. The land premium was RMB2,428,340. +3. Pursuant to a State-owned Land Use Rights Grant Contract — (Meng) 0005587 dated 15 September 2023, +the land use rights of a parcel of land with a site are a of approximately 3,777.00 sq.m. (land parcel No. 3 +of the property) were contracted to be granted to Chi feng Bo-en Pharmaceutical for a term of 50 years for +industrial use. The land premium was RMB543,888. +4. Pursuant to a Real Estate Title Certificate (for land) — Meng (2018) Yuan Bao Shan Qu Bu Dong Chan +Quan Di No. 0010774 dated 12 November 2018, the land use rights of a parcel of land with a site area of +approximately 33,334.59 sq.m. (land parcel No. 1 of the property) have been granted to Chifeng Bo-en +Pharmaceutical for a term of 50 years expiring on 28 June 2068 for industrial use. +5. Pursuant to a Real Estate Title Certificate (for land) — Meng (2021) Yuan Bao Shan Qu Bu Dong Chan +Quan Di No. 0008156 dated 2 June 2021, the land use rights of a parcel of land with a site area of +approximately 16,863.47 sq.m. (land parcel No. 2 of the property) have been granted to Chifeng Bo-en +Pharmaceutical for a term of 50 years expiring on 15 November 2070 for industrial use. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 1 0– + + +--- page 405 --- +6. Pursuant to a Real Estate Title Certificate (for land) — Meng (2023) Yuan Bao Shan Qu Bu Dong Chan +Quan Di No. 0006706 dated 26 October 2023, the land use rights of a parcel of land with a site area of +approximately 3,777.00 sq.m. (l and parcel No. 3 of the property) have been granted to Chifeng Bo-en +Pharmaceutical for a term of 50 years expiring on 14 September 2073 for industrial use. +7. Pursuant to a Construction Land Planning Permit — Di Zi Di No. 150403201810011 dated 16 July 2018, +permission towards the planning of the land parcel wi th a site area of approximately 33,334.59 sq.m. (land +parcel No. 1 of the property) has been granted to Chifeng Bo-en Pharmaceutical. +8. Pursuant to a Construction Land Planning Permit — Di Zi Di No. 150403202110002 dated 4 February +2021, permission towards the planning of the land par cel with a site area of approximately 16,863.47 sq.m. +(land parcel No. 2 of the property) has been granted to Chifeng Bo-en Pharmaceutical. +9. Pursuant to a Construction Land Planning Permit — Di Zi Di No. 1504032023YG0008345 dated 8 +December 2023, permission towards the planning of the land parcel with a site area of approximately +3,777.00 sq.m. (land parcel No. 3 of the property) ha s been granted to Chifeng Bo-en Pharmaceutical. +10. Pursuant to a Construction Work Planning Permit — Jian Zi Di No. 150403202110009 dated 26 August +2021 in favour of Chifeng Bo-en Pharmaceutic al, 9 buildings with a total gross floor area of +approximately 17,344.25 sq.m. have been approved fo r construction on land parcel No. 1 of the property. +11. Pursuant to a Construction Work Planning Permit — Jian Zi Di No. 150403202210007 dated 17 May 2022 +in favour of Chifeng Bo-en Pharmaceutical, 4 buildin gs with a total gross floor area of approximately +11,226.32 sq.m. and an underground water pool have been approved for construction on land parcel No. 2 +of the property. +12. Pursuant to a Construction Work Planning Permit — Jian Zi Di No. 1504032024GG0034474 dated 25 +September 2024 in favour of Chifeng Bo-en Pharmaceu tical, 2 buildings with a t otal gross floor area of +approximately 1,541.00 sq.m. and an emergency se wage treatment water storage pool have been approved +for construction on land parcel No. 3 of the property. +13. Pursuant to 2 Construction Work Commencement Permits — Nos. 150403202110007 and +150403202110012 dated 10 September 2021 and 3 December 2021 respectively in favour of Chifeng +Bo-en Pharmaceutical, permission by the relevant loc al authority was given to c ommence the construction +of 9 buildings on land parcel No. 1 of the property wit h a total gross floor area of approximately 17,344.25 +sq.m. +14. Pursuant to 2 Construction Work Commencement Permits — Nos. 150403202210005 and +150403202210006 dated 26 July 2022 in favour of Chifeng Bo-en Pharmaceutical, permission by the +relevant local authority was given to commence the c onstruction of 4 buildings on land parcel No. 2 of the +property with a total gross floor ar ea of approximately 11,226.32 sq.m. +15. Pursuant to 6 Certificates of Completion and A cceptance of Construction Project, an Opinion on Unit +Work Quality Verification and a C onstruction Work Quality Service Report, the construction work of 9 +buildings on land parcel No. 1 of the property was completed between April 2023 and November 2023. +16. Pursuant to 2 Opinions on Quality and Technical Ins pection of Construction Project and a Construction +Work Quality Service Report, the construction work of 4 buildings on land parcel No. 2 of the property +was completed in June 2023. +17. Pursuant to 3 Certificates of Completion and Accep tance of Construction Project, the construction work +of road network on land parcel No. 1 of the property and the external facility network of the property was +completed between November 2022 and May 2023. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 1 1– + + +--- page 406 --- +18. Pursuant to 13 Real Estate Title Certificates — Meng (2025) Yuan Bao Shan Qu Bu Dong Chan Quan Di +Nos. 0008875, 0008876, 0008877, 0008879, 0008882, 0008883, 0008884, 0008885, 0008887, 0008888, +0008889, 0008890 and 0008898 dated 22 September 2025 or 23 September 2025, 13 buildings with a total +gross floor area of approximately 28,570.57 sq.m . are owned by Chifeng Bo-en Pharmaceutical. The +relevant land use rights have been granted to Chifeng Bo-en Pharmaceutical for the terms expiring on 28 +June 2068 or 15 November 2070 for industrial use. +19. We have been provided with a legal opinion regardin g the property interest by the Company’s PRC legal +advisers, which contains, inter alia , the following: +a. Chifeng Bo-en Pharmaceutical legally owns the lan d use rights of the land parcels and the real estate +ownership rights of the bu ildings of the property. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 1 2– + + +--- page 407 --- +VALUATION CERTIFICATE +Group II — Property interests held for investment by the Group in the PRC +No. Property Description and tenure +Particulars of +occupancy +Market value in +existing state as at +31 March 2026 +RMB +2. 3 office units of +Tower 2, Chongqing +International +Finance Square +located at +No. 16 Qingyun +Road, +Jiangbei District, +Chongqing, +The PRC +(重慶國金中心T2棟3 +個辦公單元) +Chongqing International +Finance Square, located at +Jiangbeizui Central Business +District, is the largest integrated +development project in the area. +With a gross floor area of +approximately 660,000 sq.m., +the project includes a +300-meter-high landmark +skyscraper, a high-end shopping +mall, 4 Grade A office buildings +(namely T2, T3, T5 and T6) and +a deluxe hotel. With linkage to +the interchange station for +metro Line 6 and Line 9, the +project enjoys very good +transportation accessibility. +The property comprises an +office unit on Level 30 and 2 +office units on Level 31 of +Tower 2 of Chongqing +International Finance Square. +Completed in 2015, Tower 2 of +Chongqing International +Finance Square is a 34-storey +office building with 32 stories +aboveground and 2 stories +underground. The total gross +floor area of the property is +approximately 518.12 sq.m., the +details of which are set out as +follows: +Unit No. +Gross +Floor Area +(sq.m.) +3006 174.88 +3106 174.88 +3107 168.36 +Total: 518.12 +The land use rights of the +property have been granted for +a term expiring on 4 August +2051 for business and financial +uses. +As at the valuation +date, the property was +vacant. +7,810,000 +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 1 3– + + +--- page 408 --- +Notes: +1. Pursuant to 3 Property Sale Contracts of C hongqing — CQ-103–00800790, CQ-6097640 and CQ-6097649 +dated between 23 July 2015 and 11 April 2017, the prope rty with a total gross floor area of approximately +518.12 sq.m. was contracted to be purchased by Jiangxi Institute of Biological Products ( 江西生物製品研 +究所, the predecessor of the Company) at a total consideration of RMB12,131,986. +2. Pursuant to 3 Real Estate Title Certificates — Yu (2022) Jiang Bei Qu Bu Dong Chan Quan Di Nos. +000129026, 000129049 and 000129225 dated 11 February 2022, 3 office units with a total gross floor area +of approximately 518.12 sq.m. are owned by the Compan y. The relevant land use rights of the office units +have been granted to the Company for a term of 40 years expiring on 4 August 2051 for business and +financial uses. +3. Our valuation has been made on th e following basis and analysis: +a. in valuing the property, we have considered rental evidence of similar properties located in the same +business circle and/or nearby within reasonable w alking distance. We adopted market rents when +calculating the rental income of vacant area; +b. as at the valuation date, the m onthly unit rents of the comparable properties ranged from RMB90 to +RMB100 per sq.m. for office units. Appropriate ad justments and analysis are considered to the +differences in several aspects including location, decoration, layout, year of completion and other +characters between the comparables and the prope rty to arrive at the market rent. We summed up +the adjustment factors to reach the total adjustm ent. The general basis of adjustment is that if the +comparable property is superior to the property, a downward adjustment is m ade. Alternatively, if +the comparable property is inferior or less desir able than the property, an upward adjustment is +made. Based on the analysis of the comparables, the monthly market unit rent of the property as at +the valuation date is RMB99.5 per sq.m. +c. based on our research, the stabilized market yi eld of similar office properties is in the range of +4.25% to 4.75%. Considering the location and cha racteristics of the property, we have applied a +market yield of 4.50% for office units in the valuation. +4. We have been provided with a legal opinion regardin g the property interest by the Company’s PRC legal +advisers, which contains, inter alia , the following: +a. The Company legally owns the real estate ownership rights of the property. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 1 4– + + +--- page 409 --- +VALUATION CERTIFICATE +No. Property Description and tenure +Particulars of +occupancy +Market value in +existing state as at +31 March 2026 +RMB +3. 20 residential units +of Mei’an South +Fulin Center +located at +No. 23 Mei’an +Third Street, +Mei’an Technology +New City South +Area, +Xiuying District, +Haikou, +Hainan Province, +The PRC +(美安南區福鄰中心 +20個住宅單元) +Mei’an South Fulin Center is +located at the intersection of +Mei’an Third Street and Anling +Second Road. The project +includes 5 residential buildings +with over 300 residential units. +Mei’an South Fulin Center is +one of the affordable housing +projects in Haikou. The locality +is a newly developed area where +public facilities such as +municipal facilities and +amenities are under further +development. +As at the valuation +date, 4 units of +building No. 1, 5 units +of building No. 2, +2 units of Entrance 1 of +building No. 5 and 7 +units of Entrance 2 of +building No. 5 of the +property with a total +gross floor area of +approximately 2,029.50 +sq.m. were rented to +several independent +third parties for +residential use, whilst +the remaining 2 units of +the property with a +total gross floor area of +approximately 217.27 +sq.m. were vacant. +No commercial +value +(Refer to note 4) +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 1 5– + + +--- page 410 --- +No. Property Description and tenure +Particulars of +occupancy +Market value in +existing state as at +31 March 2026 +RMB +The property comprises 4 +residential units of building No. +1, 6 residential units of building +No. 2, 2 residential units of +Entrance 1 of building No. 5 +and 8 residential units of +E n t r a n c e2o fb u i l d i n gN o .5o f +Mei’an South Fulin Center. +Completed in 2022, building +Nos. 1, 2 and 5 are 14-storey +residential buildings with 13 +stories aboveground and a +storey underground. The total +gross floor area of the property +is approximately 2,246.77 sq.m., +the details of which are set out +as follows: +Building +No. +Entrance +No. +Unit +No. +Gross Floor +Area +(sq.m.) +1 — 501 124.33 +1 — 502 92.83 +1 — 503 92.83 +1 — 505 124.33 +2 — 501 124.33 +2 — 502 92.83 +2 — 605 124.33 +2 — 705 124.33 +2 — 905 124.33 +2 — 1005 124.33 +5 1 902 92.94 +5 1 903 92.94 +5 2 601 124.47 +5 2 901 124.47 +5 2 1001 124.47 +5 2 1002 92.94 +5 2 1101 129.93 +5 2 1102 92.94 +5 2 1201 129.93 +5 2 1202 92.94 +Total: 2,246.77 +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 1 6– + + +--- page 411 --- +Notes: +1. Pursuant to a Letter of Intent for Subscribing Me i’an South Fulin Center Proj ect dated 16 August 2021, +20 residential units with a total gr oss floor area of approximately 2,246.77 sq.m. were contracted to be +purchased by Hainan Pharmaceutical Research Institute Co., Ltd. ( 海南藥物研究所有限責任公司, +‘‘Hainan Pharmaceutical Research Institute’’, a wh olly-owned subsidiary of the Company) at a total +consideration of RMB24,265,116. As confirmed by the Group, the total consideration had been fully paid +as at the valuation date. +2. Pursuant to a Supplementary Agreement to the Lett er of Intent for Talent Housing Purchase dated 21 +March 2023, the 20 residential units subscribed by Hainan Pharmaceutical Research Institute have met the +conditions for signing the Affordable Housing Sales Contract, but Hainan Pharmaceutical Research +Institute applies for an extension of the contra ct due to personal reasons. Both parties of the +supplementary agreement confirm that the extensio n period shall not exceed 3 years (from the date of +signing the supplementary agreement). The final tra nsaction price for the purchase of the units shall be +based on the area of the surveying report, with ref unds for any excess or supplements for any shortfall. +3. According to 9 Tenancy Agreements, 18 residentia l units of the property with a total gross floor area of +approximately 2,029.50 sq.m. are rented to several i ndependent third parties with the expiry date between +11 August 2026 and 30 September 2028 at a total monthly rent of RMB38,400, exclusive of management +fees, water and electricity charges. +4. As at the valuation date, the property had not obtaine d any title certificate. Therefore, we have attributed +no commercial value to the property. However, fo r reference purpose, we are of the opinion that the +calculated value of the property as at the valuation da te would be RMB24,265,116 assuming all relevant +title certificates have been obt ained and subject to the affordable housing policy in Haikou. +5. Our valuation has been made on th e following basis and analysis: +a. Mei’an South Fulin Center is one of the affordab le housing projects in Haikou. The sales price of +the residential units of this project is restricted at fixed unit price by relevant policies. As at the +valuation date, the unit price of the compara ble properties in Mei’an South Fulin Center is +RMB10,800 per sq.m. for residential units. +6. We have been provided with a legal opinion regardin g the property interest by the Company’s PRC legal +advisers, which contains, inter alia , the following: +a. The letter of Intent mentioned in note 1 and the supplementary agreement mentioned in note 2 are +legal and valid. There are no other mortgages, pledges or judicial seizures that may limit the rights +of use. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 1 7– + + +--- page 412 --- +VALUATION CERTIFICATE +No. Property Description and tenure +Particulars of +occupancy +Market value in +existing state as at +31 March 2026 +RMB +4. 4 residential units of +Yaogu Talent Room +located at +No. 6 Yaogu Yiheng +Street, +Xiuying District, +Haikou, +Hainan Province, +The PRC +(藥谷人才房4個住宅 +單元) +Yaogu Talent Room is located +at Yaogu Yiheng Street and +near Nanhai Avenue. The +project includes 4 residential +buildings. Yaogu Talent Room +is one of the affordable housing +projects in Haikou. The locality +is a developed area with various +public facilities and amenities. +There are several residential +projects and factories around +the project. +The property comprises 2 +residential units of building No. +N2 and 2 residential units of +building No. N3 of Yaogu +Talent Room. Completed in +2022, building Nos. N2 and N3 +are 22-storey residential +buildings with 21 stories +aboveground and a storey +underground. The total gross +floor area of the property is +approximately 249.92 sq.m., the +details of which are set out as +follows: +Building +No. Unit No. +Gross +Floor +Area +(sq.m.) +N2 709 62.54 +N2 1909 62.54 +N3 909 62.42 +N3 1910 62.42 +Total: 249.92 +As at the valuation +date, a unit of building +No. N2 and 2 units of +building No. N3 of the +property with a total +gross floor area of +approximately 187.38 +sq.m. were rented to +several independent +third parties for +residential use, whilst +the remaining unit of +the property with a +gross floor area of +approximately 62.54 +sq.m. was vacant. +No commercial +value +(Refer to note 4) +Notes: +1. Pursuant to a Letter of Intent for subscribing Y aogu Anju Talent Room Project dated 16 August 2021, 10 +residential units with a total gross floor area of a pproximately 677.31 sq.m. (inclusive of the property) +were contracted to be purchased by Hainan Phar maceutical Research Institute Co., Ltd. ( 海南藥物研究所 +有限責任公司, ‘‘Hainan Pharmaceutical Research Institute ’’, a wholly-owned subsidiary of the Company) +at a total consideration of RMB8,127,840. As confir med by the Group, the total consideration had been +fully paid as at the valuation date. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 1 8– + + +--- page 413 --- +2. Pursuant to a Supplementary Agreement to the Lett er of Intent for Talent Housing Purchase dated 3 +August 2023, 10 residential units with a total gross fl oor area of approximately 677.07 sq.m. (inclusive of +the property) were contracted to be purchased by Hain an Pharmaceutical Research Institute at a total +consideration of RMB8,127,840. T he 10 residential units have me t the conditions for signing the +Affordable Housing Sales Contract, but Hainan Ph armaceutical Research Institute applies for an +extension of the contract due to personal reasons. B oth parties of the supplementary agreement confirm +that the extension period shall not exceed 3 years (fro m the date of signing the supplementary agreement). +3. According to 3 Tenancy Agreements, 3 residential units of the property with a total gross floor area of +approximately 187.38 sq.m. are rented to several inde pendent third parties with the expiry date between 31 +March 2026 and 25 June 2026 at a total monthly rent o f RMB5,300, exclusive of management fees, water +and electricity charges. +4. As at the valuation date, the property had not obtaine d any title certificate. Therefore, we have attributed +no commercial value to the property. However, fo r reference purpose, we are of the opinion that the +calculated value of the property as at the valuatio n date would be RMB2,999,040 assuming all relevant +title certificates have been obt ained and subject to the affordable housing policy in Haikou. +5. Our valuation has been made on th e following basis and analysis: +a. Yaogu Talent Room is one of the affordable housing projects in Haikou. The sales price of the +residential units of this project is restricted at fixed unit price by relevant policies. As at the +valuation date, the transaction unit price of th e comparable properties in Yaogu Talent Room is +RMB12,000 per sq.m. for residential units. +6. We have been provided with a legal opinion regardin g the property interest by the Company’s PRC legal +advisers, which contains, inter alia , the following: +a. The letter of Intent mentioned in note 1 and suppl ementary agreement mentioned in note 2 are legal +and valid. There are no other mortgages, pledges or judicial seizures that may limit the rights of use. +APPENDIX III PROPERTY VALUATION REPORT +–I I I - 1 9– + + +--- page 414 --- +THE PRC TAXATION +Taxation on dividends +Individual investors +Pursuant to the Individual Income Tax Law of the PRC ( 《中華人民共和國個人所得稅 +法》), which was latest amended on August 31, 2018 and the Implementation Provisions of +the Individual Income Tax Law of the PRC ( 《中華人民共和國個人所得稅法實施條例》), +which was latest amended on December 18, 2018 (hereinafter collectively referred to as the +‘‘IIT Law ’’), dividends distributed by PRC enterprises are subject to individual income tax +levied at a flat rate of 20%. For a foreign individual who is not a resident of the PRC, the +receipt of dividends from an enterprise in th e PRC is normally subject to individual income +tax of 20% unless specifically exempted by the tax authority of the State Council or reduced +by relevant tax treaty. +Pursuant to the Arrangement between the Mainland and the Hong Kong Special +Administrative Region on the Avoidance of Double Taxation and the Prevention +of Fiscal Evasion ( 《內地和香港特別行政區關於對所得避免雙重徵稅和防止偷漏稅的安排》), +(hereinafter referred to as the ‘‘ Arrangement on the Avoidance of Double Taxation and the +Prevention of Fiscal Evasion ’’) which was signed on August 21, 2006, the Chinese +Government may levy taxes on the dividends paid by a Chinese company to Hong Kong +residents (including natural persons and legal entities) in an amount not exceeding 10% of +the total dividends payable. If a Hong Kong resident directly holds more than 25% of the +equity interest in a Chinese company and is the b eneficial owner of the dividends, and meets +other conditions, then such tax shall not exceed 5% of the total dividends payable by the +Chinese company. The Fifth Protocol of the Arrangement between the Mainland of China +and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation +and the Prevention of Fiscal Evasion ( 《國家稅務總局關於〈內 +地和香港特別行政區關於對所 +得避免雙重徵稅和防止偷漏稅的安排〉第五議定書》) (the ‘‘ Fifth Protocol ’’) issued by the +State Administration of Taxation, which came into effect on December 6, 2019, stipulates +that the aforementioned provisions shall not apply to arrangements or transactions made +with one of the main purposes of obtaining the aforementioned tax benefits. +Enterprise Investors +In accordance with the Enterprise Income Tax Law of the PRC ( 《中華人民共和國企業 +所得稅法》) issued by NPC on March 16, 2007, and latest amended on December 29, 2018 +and the Implementation Provisions of the Enterprise Income Tax Law of the PRC ( 《中華人 +民共和國企業所得稅法實施條例》) issued by the State Council on December 6, 2007, latest +amended on December 6, 2024 and implemen ted on January 20, 2025, a non-resident +enterprise is generally subject to a 10% ente rprise income tax on PRC-sourced income +(including dividends received from a PRC resident enterprise), if it does not have an +establishment or premise in the PRC or has a n establishment or premise in the PRC but its +PRC-sourced income has no real connection with such establishment or premise. The +aforesaid income tax payable for non-resident enterprises are deducted at source, where the +APPENDIX IV TAXATION AND FOREIGN EXCHANGE +–I V - 1– + + +--- page 415 --- +payer of the income is required to withhold the income tax from the payments due to the +non-resident enterprise. The withholding tax may be reduced or eliminated under an +applicable treaty for the avoidance of double taxation. +The Circular of the SAT on Issues Relating to the Withholding and Remitting of +Enterprise Income Tax by PRC Resident Enterp rises on Dividends Distributed to Overseas +Non-Resident Enterprise Shareholders of H Shares ( 《國家稅務總局關於中國居民企業向境 +外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》), which was issued +and implemented by the SAT on November 6, 2008, further clarified that a PRC resident +enterprise is required to withhold and rem it enterprise income tax at a rate of 10% on +dividends paid to non-PRC resident enterprise holders of H shares from profits generated +since 2008. Non-PRC resident enterprise shareholders who wish to enjoy the benefits of a +tax treaty should comply with the rele vant provisions of that tax treaty. +Pursuant to the Arrangement on the Avoidance of Double Taxation and the +Prevention of Fiscal Evasion, the Chinese Government may levy taxes on the dividends +paid by a Chinese company to Hong Kong residents (including natural persons and legal +entities) in an amount not exceeding 10% of the total dividends payable. If a Hong Kong +resident directly holds more than 25% of the equity interest in a Chinese company and is the +beneficial owner of the dividends, and meets other conditions, then such tax shall not +exceed 5% of the total dividends payable by the Chinese company. The Fifth Protocol +stipulates that the aforementioned provisions shall not apply to arrangements or +transactions made with one of the main purposes of obtaining the aforementioned tax +benefits. +Although there may be other provisions under the Arrangement on the Avoidance of +Double Taxation and the Prevention of Fiscal Evasion, the treaty benefits under the criteria +shall not be granted in the circumstance where relevant gains, after taking into account all +relevant facts and conditions, are reasonabl yd e e m e dt ob eo n eo ft h em a i np u r p o s e sf o rt h e +arrangement or transactions which will bring any direct or indirect benefits under this +Arrangement, except when the grant of benefit s under such circumstance is consistent with +relevant objective and goal under the Arrangement. The application of the dividend clause +of tax agreements is subject to the requirements of PRC tax law and regulation, such as the +Notice of the SAT on the Issues Concerning the Application of the Dividend Clauses of Tax +Agreements (《國家稅務總局關於執行稅收協定股息條款有關問題的通知》). +Tax Treaties +Non-resident investors residing in jurisdi ctions which have entered into treaties or +adjustments for the avoidance of double taxation with the PRC might be entitled to a +reduction of the Chinese enterprise income tax imposed on the dividends received from +PRC companies. The PRC currently has entered into Avoidance of Double Taxation +Treaties or Arrangements with a number of countries and regions including Hong Kong +Special Administrative Region, Macau Special Administrative Region, Australia, Canada, +France, Germany, Japan, Malaysia, the Netherlands, Singapore, the United Kingdom and +the United States. Non-PRC resident enterprises entitled to preferential tax rates in +APPENDIX IV TAXATION AND FOREIGN EXCHANGE +–I V - 2– + + +--- page 416 --- +accordance with the relevant taxation treaties or arrangements are required to apply to the +Chinese tax authorities for a refund of the enterprise income tax in excess of the agreed tax +rate, and the refund application is subject to approval by the Chinese tax authorities. +TAXATION ON SHARE TRANSFER +VAT and Local Additional Tax +Pursuant to the Notice on Fully Implementi ng the Pilot Reform for the Transition +from Business Tax to Value-added Tax ( 《關於全面推開營業稅改徵增值稅試點的通知》) (the +‘‘Notice 36 ’’), which was implemented on May 1, 2016, partially repealed and took effect on +July 1, 2017, January 1, 2018, and April 1, 2019, entities and individuals engaged in the sale +services in the PRC are subject to Value-added Tax (‘‘ VAT’’) and ‘‘engaged in the sale +services in the PRC’’ means that the seller or buyer of the taxable services is located in the +PRC. Notice 36 also provides that transfer of financial products, including transfer of the +ownership of marketable securities, shall be subject to VAT at 6% on the taxable revenue +(which is the balance of sales price upon deduction of purchase price), for a general or a +foreign VAT taxpayer. However, individuals who transfer financial products are exempt +from VAT, which is also provided in the Notice of Ministry of Finance and the SAT on +Several Tax Exemption Policies for Business Tax on Sale and Purchase of Financial +Commodities by Individuals ( 《財政部、國家稅務總局關於個人金融商品買賣等營業稅若干 +免稅政策的通知》) effective on January 1, 2009. According to these regulations, if the holder +is a non-resident individual, the PRC VAT is exempted from the sale or disposal of H +shares; if the holder is a non-resident enterprise and the H-share buyer is an individual or +entity located outside China, the holder is n ot necessarily required to pay the PRC VAT, +but if the H-share buyer is an individual or entity located in China, the holder may be +required to pay the PRC VAT. +However, in view of no clear regulations, it is still uncertain whether the non-PRC +resident enterprises are required to pay the PRC VAT for the disposal of H shares in +practice. +At the same time, VAT payers are also required to pay urban maintenance and +construction tax, education surtax and local education surcharge, which shall usually equal +to 12% of the VAT payable (if any). +Income Tax +Individual Investors: +According to the IIT Law, gains on the transfer of equity interests in the PRC resident +enterprises are subject to individual income tax at a rate of 20%. +APPENDIX IV TAXATION AND FOREIGN EXCHANGE +–I V - 3– + + +--- page 417 --- +Pursuant to the Circular on Declaring that Individual Income Tax Continues to be +Exempted over Income of Individuals from the Transfer of Shares ( 《關於個人轉讓股票所得 +繼續暫免徵收個人所得稅的通知》) issued by the SAT on March 30, 1998, from January 1, +1997, income of individuals from transfer of the shares of listed enterprises continues to be +exempted from individual income tax. The SAT has not expressly stated whether it will +continue to exempt tax on income of individuals from transfer of the shares of listed +enterprises in the latest amended Individual Income Tax Law. +However, on December 31, 2009, the MOF , the SAT and CSRC jointly issued the +Circular on Related Issues on Levying Individual Income Tax over the Income Received by +Individuals from the Transfer of List ed Shares Subject to Sales Limitation ( 《關於個人轉讓 +上市公司限售股所得徵收個人所得稅有關問題的通知》), which came into effect on January +1, 2010, which states that individuals’ income from the transfer of listed shares obtained +from the public offering of listed companies and transfer market on the SSE and the SZSE +shall continue to be exempted from individual income tax, except for the relevant shares +which are subject to sales restriction (as defined in the Supplementary Notice on Issues +Concerning the Levy of Individual Income Tax on Individuals’ Income from the Transfer of +Restricted Stocks of Listed Companies ( 《關於個人轉讓上市公司限售股所得徵收個人所得稅 +有關問題的補充通知》) jointly issued and implemented by such departments on November +10, 2010). As of the Latest Practicable Date, no aforesaid provisions have expressly +provided that individual income tax shall be levied from non-PRC resident individuals on +the transfer of shares in PRC resident enterp rises listed on overseas stock exchanges. +Enterprise Investors: +In accordance with the EIT Laws, a non-resi dent enterprise is generally subject to +enterprise income tax at the rate of a 10% on PRC-sourced income, including gains derived +from the disposal of equity interests in a PRC resident enterprise, if it does not have an +establishment or premise in the PRC or has a n establishment or premise in the PRC but its +PRC-sourced income has no real connection with such establishment or premise. Such +income tax payable for non-resident enterprises are deducted at source, where the payer of +the income is required to withhold the income tax from the amount to be paid to or due to +the non-resident enterprise when such payment is made or due. Such tax may be reduced or +exempted pursuant to relevant tax treaties or agreements on avoidance of double taxation. +Stamp Duty +P u r s u a n tt ot h eS t a m pT a xL a wo ft h eP R C(《中華人民共和國印花稅法》) issued on +June 10, 2021 and effective on July 1, 2022, PRC stamp duty only applies to specific taxable +document executed or received within the PRC, having legally binding force in the PRC and +protected under the PRC laws, thus the requirements of the stamp duty imposed on the +transfer of shares of PRC listed companies shall not apply to the acquisition and disposal of +H Shares by non-PRC investors outside of the PRC. +Estate Duty +As of the date of this document, no estate duty has been levied in the PRC under the +PRC laws. +APPENDIX IV TAXATION AND FOREIGN EXCHANGE +–I V - 4– + + +--- page 418 --- +TAXATION IN HONG KONG +Taxation on Dividends +No tax is payable by any person or corporation under the laws of Hong Kong in +respect of dividends paid by our Company. +Profits Tax +Hong Kong profits tax will not be payable by any shareholders (other than +shareholders carrying on a trade, profession or business in Hong Kong and holding the +shares for trading purposes) on any capital gains made on the sale or other disposal of the +shares. Shareholders should take advice from their own professional advisers as to their +particular tax position. +Stamp Duty +Hong Kong stamp duty will be charged on the sale and purchase of shares at the +current rate of 0.2% of the consideration for, or (if greater) the value of, the shares being +sold or purchased, in total, whether or not the sale or purchase is on or off the Hong Kong +Stock Exchange. The sharehold er selling the shares and the purchaser will each be liable for +one-half of the amount of Hong Kong stamp duty payable upon such transfer. In addition, +a fixed duty of HK$5 is currently payable on any instrument of transfer of shares. +Estate Duty +The Revenue (Abolition of Estate Duty) Ordinance 2005 came into effect on February +11, 2006 in Hong Kong, pursuant to which no Hong Kong estate duty is payable and no +estate duty clearance papers are needed for an application of a grant of representation in +respect of holders of H Shares whose deaths occur on or after February 11, 2006. +FOREIGN EXCHANGE ADMINISTRATION IN THE PRC +The lawful currency of the PRC is Renminbi, which is currently subject to foreign +exchange control and cannot be freely converted into foreign currency. The SAFE, with the +authorization of the People’s Bank of China (‘‘ PBOC ’’), is empowered with the functions of +administering all matters relating to foreign e xchange, including the enforcement of foreign +exchange control regulations. +The Administrative Regulations on Foreign Exchange of the PRC ( 《中華人民共和國外 +匯管理條例》) which was issued by the State Council on January 29, 1996, implemented on +April 1, 1996 and latest amended on August 5 2008, classifies all international revenues and +expenditure and transfers into current items and capital items. Current items are subject to +the reasonable examination of the veracity of transaction documents and the consistency of +the transaction documents and the foreign exchange receipts and payments by financial +institutions engaging in conversion and sale of foreign currencies and supervision and +inspection by the foreign exchange control authorities. For capital items, overseas +organizations and overseas individuals making direct investments in the PRC shall, upon +APPENDIX IV TAXATION AND FOREIGN EXCHANGE +–I V - 5– + + +--- page 419 --- +approval by the relevant authorities in charg e, process registration formalities with the +foreign exchange control authorities. Foreign exchange income received overseas can be +repatriated or deposited overseas, and foreig n exchange and foreign exchange settlement +funds under the capital account are required to be used only for purposes as approved by +the competent authorities and foreign exchange administrative authorities. In the event that +international revenues and expenditure occur or may occur a material misbalance, or the +national economy encounters or may encounter a severe crisis, the State may adopt +necessary safeguard and control measures on international revenues and expenditure. +The Regulations for the Administration of Settlement, Sale and Payment of Foreign +Exchange (《結匯、售匯及付匯管理規定》), which was promulgated by the PBOC on June +20, 1996 and implemented on July 1, 1996, removes other restrictions on convertibility of +foreign exchange under current items, while im posing existing restrictions on foreign +exchange transactions under capital account items. +According to the Announcement on Improving the Reform of the Renminbi Exchange +Rate Formation Mechanism ( 《關於完善人民幣匯率形成機制改革的公告》), which was +issued by the PBOC and implemented on July 21, 2005, the PRC has started to +implement a managed floating exchange rate system in which the exchange rate would be +determined based on market supply and demand and adjusted with reference to a basket of +currencies since July 21, 2005. Therefore, the Renminbi exchange rate was no longer pegged +to the U.S. dollar. PBOC would publish the closing price of the exchange rate of the +Renminbi against trading currencies such a s the U.S. dollar in the interbank foreign +exchange market after the closing of the mark et on each working day, as the central parity +of the currency against Renminbi transactions on the following working day. +According to the relevant laws and regulati ons in the PRC, PRC enterprises (including +foreign investment enterprises) which need foreign exchange for current item transactions +may, without the approval of the foreign exch ange administrative authorities, effect +payment through foreign exchange accounts opened at the designated foreign exchange +bank, on the strength of valid transaction receipts and proof. Foreign investment +enterprises which need fore ign exchange for the distribution of profits to their +shareholders and PRC enterprises which, in accordance with regulations, are required to +pay dividends to their shareholders in foreign exchange (such as our Company) may, on the +strength of resolutions of the board of directors or the shareholders’ meeting on the +distribution of profits, effect payment from foreign exchange accounts opened at the +designated foreign exchange bank, or effect exchange and payment at the designated foreign +exchange bank. +According to the Decisions on Matters incl uding Canceling and Adjusting a Batch of +Administrative Approval Items ( 《國務院關於取消和調整一批行政審批項目等事項的決定》) +which was promulgated by the State Council on October 23, 2014, it decided to cancel the +approval requirement of the SAFE and its branches for the remittance and settlement of the +proceeds raised from the overseas listing of the foreign shares into RMB domestic accounts. +APPENDIX IV TAXATION AND FOREIGN EXCHANGE +–I V - 6– + + +--- page 420 --- +According to the Notice of the State Admi nistration of Foreign Exchange on Issues +Concerning the Foreign Exchange Administration of Overseas Listing ( 《國家外匯管理局關 +於境外上市外匯管理有關問題的通知》) issued by the SAFE and implemented on December +26, 2014, a domestic company shall, within 15 business days from the date of the end of its +overseas listing issuance, register the overse as listing with the local branch office of state +administration of foreign exchange at the pl ace of its establishment; the proceeds from an +overseas listing of a domestic company may be remitted to the domestic account or +deposited in an overseas account, but the use of the proceeds shall be consistent with the +content of the document and other disclosure documents. +According to the Notice of the State Admini stration of Foreign Exchange of the PRC +on Revolutionizing and Regulating Capital Account Settlement Management Policies ( 《國 +家外匯管理局關於改革和規範資本項目結匯管理政策的通知》) which was promulgated and +implemented by the SAFE on June 9, 2016, partially repealed and took effect on March 23, +2023, foreign currency earnings in capital ac count that relevant p olicies of willingness +exchange settlement have been clearly imple mented on (including the recalling of raised +capital by overseas listing) may undertake foreign exchange settlement in the banks +according to actual business needs of the domestic institutions. +On October 23, 2019, the SAFE issued the Circular on Further Promoting the +Facilitation of Cross-bor der Trade and Investment ( 《關於進一步促進跨境貿易投資便利化 +的通知》), which removed the restrictions on non- investment foreign enterprises using +capital funds for domestic equity investments. Additionally, the state abolished the +restrictions on the use of funds after settlement in domestic asset realization accounts and +relaxed the restrictions on the use and settlement of foreign exchange of the margins by +foreign investors. Qualified enterprises in pilot regions are also allowed to use capital +account income, such as capital funds, foreign debts, and overseas listing proceeds, for +domestic payments without the need to provide proof of authenticity for each transaction to +banks in advance. The use of such funds must be genuine, compliant, and in accordance +with the current regulations on capital account income management. +APPENDIX IV TAXATION AND FOREIGN EXCHANGE +–I V - 7– + + +--- page 421 --- +PRC LAWS AND REGULATIONS +This Appendix sets out summaries of certa in aspects of PRC laws and regulations +which are relevant to our Company’s operations and business. Laws and regulations +relating to taxation in the PRC are discussed separately in ‘‘ Appendix IV — Taxation and +Foreign Exchange’’ to this document . The principal objective of this summary is to provide +potential investors with an overview of the principal PRC laws and regulatory provisions +applicable to our Company. This summary is not intended to include all the information +which may be important to the potential invest ors. For more details of laws and regulations +which are relevant to our business, see the section headed ‘‘ Regulatory Overview’’ in this +document . +PRC LEGAL SYSTEM +The PRC legal system is based on the PRC C onstitution of the People’s Republic of +China (《中華人民共和國憲法》) (the ‘‘PRC Constitution’’), and is made up of written laws, +administrative regulations, local regulations, autonomous regulations and separate +regulations, rules and regulations of dep artments of the State Council, rules and +regulations of local governments, laws of special administrative regions and international +treaties and other regulatory documents signed by the PRC government. Court judgments +do not constitute legally binding precedents, although they are used for the purposes of +judicial reference and guidance. +According to the PRC Constitution and the L egislation Law of the People’s Republic +of China (《中華人民共和國立法法》) (the ‘‘PRC Legislation Law’’), both the NPC and the +SCNPC are empowered to exercise the legisl ative power of the State. The NPC has the +power to formulate and amend basic laws governing State organs, civil, criminal and other +matters. The SCNPC is empowered to formulate a nd amend laws other than those required +to be enacted by the NPC and to supplement and amend any parts of laws enacted by the +NPC during the adjournment of the NPC, provided such supplements and amendments are +not in conflict with the basic principles of such laws. +The State Council is the highest organ of s tate administration and has the power to +formulate administrative regulations based on the PRC Constitution and laws. +The people’s congresses of provinces, auto nomous regions and municipalities directly +under the Central Government and their res pective standing committees may formulate +local regulations based on the specific circumstances and actual needs of their respective +administrative areas, provided that such loca l regulations do not contravene any provision +of the PRC Constitution, laws or administrative regulations. The people’s congresses of +cities divided into districts and their standi ng committees may formulate local regulations +with respect to urban and rural construction and management, environmental protection +and historical and cultural protection and othe r aspects based on the specific circumstances +and actual needs of such cities. Such local regulations will become enforceable after being +reported to and approved by the standing committees of the people’s congresses of the +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 1– + + +--- page 422 --- +relevant provinces or autonomous regions if they are not in conflict with the PRC +Constitution, laws, administrative regulations and local regulations of the provinces or +autonomous regions concerned. +The ministries and commissions of the State Council, the PBOC, the NAO and the +subordinate institutions with administrative functions directly under the State Council may +formulate departmental rules and regulatio ns within the competence of their respective +departments based on the laws and administrative regulations, and the decisions and orders +of the State Council. The people’s governments of the provinces, autonomous regions, +municipalities directly under the central gove rnment and cities divid ed into districts may +formulate rules and regulations based on the laws, administrative regulations and local +regulations of such provinces, autonomous regions and municipalities directly under the +central government. +The PRC Constitution has supreme legal au thority and no laws, administrative +regulations, local regulations, autonomous regulations and separate regulations may +contravene the PRC Constitution. The auth ority of the PRC laws is greater than that of +administrative regulations, local regulatio ns and rules. The authority of administrative +regulations is greater than that of local regulations and rules. The authority of the rules +enacted by the people’s governments of the provinces and autonomous regions is greater +than that of the rules enacted by the people’s gov ernments of the cities divided into districts +and autonomous prefectures within their respective administrative regions of such +provinces and autonomous regions +The NPC has the power to alter or annul any inappropriate laws enacted by the +SCNPC, and to annul any autonomous regulations and separate regulations which have +been approved by the SCNPC but contravene the PRC Constitution and the PRC +Legislation Law. The SCNPC has the power to annul administrative regulations that +contravene the PRC Constitution and laws, to annul local regulations that contravene the +PRC Constitution, laws and administrative regulations, and to annul autonomous +regulations and separate regulations which have been approved by the standing +committees of the people’s congresses of the relevant provinces, autonomous regions or +municipalities directly under the Central Government but contravene the PRC Constitution +and the PRC Legislation Law. The State C ouncil has the power to alter or annul any +inappropriate departmental regulations and rules of local governments. The people’s +congresses of provinces, autonomous regions and municipalities directly under the Central +Government have the power to alter or annul any inappropriate local regulations enacted or +approved by their respective standing committees. The standing committees of the local +people’s congresses have the power to annul inappropriate rules enacted by the people’s +governments at the corresponding level. The people’s governments of provinces and +autonomous regions have the power to alter or annul any inappropriate rules enacted by the +people’s governments at a lower level. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 2– + + +--- page 423 --- +According to the PRC Constitution, the p ower to interpret laws is vested in the +SCNPC. According to the Decision of the SCNPC Regarding the Strengthening of +Interpretation of Laws ( 《全國人民代表大會常務委員會關於加強法律解釋工作的決議》) +adopted on June 10, 1981, issues related to the further clarification or supplement of +laws shall be interpreted or provided by the SCNPC; issues related to the specific +application of laws and decrees in a court trial shall be interpreted by the Supreme People’s +Court; issues related to the specific applic ation of laws and decrees in the procuratorial +work during the prosecution process shall be interpreted by the Supreme People’s +Procuratorate, and all other legal matters are to be interpreted by the State Council and +its relevant competent departments. If there are differences in principle in the interpretation +of the Supreme People’s Court and the Supreme People’s Procuratorate, they shall be +submitted to the SCNPC for interpretation or decision. The State Council and its ministries +and commissions also have the right to interpre t the administrative rules and departmental +regulations issued by them. At the local level, t he power to interpret local laws resides with +the local legislative and administrative authorities that enacted those laws. +PRC JUDICIAL SYSTEM +According to the PRC Constitution and the Law of Organization of the People’s +Courts of the People’s Republic of China ( 《中華人民共和國人民法院組織法》)m o s tr e c e n t l y +amended on October 26, 2018 and effective on January 1, 2019, the people’s courts are made +up of the Supreme People’s Court, the local people’s courts at all levels, and the special +people’s courts. +The local people’s courts are divided into three levels, namely the primary people’s +courts, the intermediate people’s courts an d the higher people’s courts. The primary +people’s courts are further divided into ci vil, criminal and economic tribunals. The +intermediate people’s courts have structure similar to those of the primary people’s courts +and other special courts, such as the intelle ctual property courts, military courts and +maritime courts. These two levels of people’s courts are subject to supervision by people’s +courts at higher levels. The Supreme People’s P rocuratorate is authorized to supervise the +judgement and ruling of the people’s courts at a ll levels which have been legally effective, +and the people’s procuratorate at a higher level is authorized to supervise the judgement +and ruling of a people’s court at a lower lev el which have been legally effective. The +Supreme People’s Court is the highest judicial authority in the PRC. It supervises the +administration of justice by the people’s courts at all levels. +The people’s courts employ a two-tier appellate system. The judgements or rulings of +the second instance at a people’s court are fin al. A party may appeal against the judgement +or ruling of the first instance of a local peop le’s court. The people’s procuratorate may +present a protest to the people’s court at the next higher level in accordance with the +procedures stipulated by the laws. In the absence of any appeal by the parties and any +protest by the people’s procuratorate within the stipulated period, the judgements or rulings +of the people’s court are final. Judgements or rulings of the second instance of the +intermediate people’s courts, the higher people’s courts and the Supreme People’s Court are +final. Judgements or rulings of the first instance of the Supreme People’s Court are also +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 3– + + +--- page 424 --- +final. However, if the Supreme People’s Court or a people’s court at the next higher level +discovers an error in a final and binding judgement or ruling which has taken effect in a +people’s court at a lower level, or the presiding judge of a people’s court finds an error in a +final and binding judgement or ruling which has taken effect in the court over which he +presides, a retrial of the case may be initiat ed according to the judicial supervision +procedures. +The Civil Procedure Law of the People’s Republic of China ( 《中華人民共和國民事訴訟 +法》) adopted on April 9, 1991 and most recently amended on September 1, 2023, prescribes +the conditions for instituting a civil action, the jurisdiction of the people’s courts, the +procedures to be followed for conducting a civil action, and the procedures for enforcement +of a civil judgement or ruling. All parties to a civil action conducted within the PRC must +abide by the PRC Civil Procedure Law. The court of jurisdiction in respect of a civil action +may also be chosen by explicit agreement among the parties to a contract, the people’s court +having jurisdiction should be located at place s directly connected with the disputes, such as +the plaintiff’s or the defendant’s place of domicile, the place where the contract is executed +or signed or the place where the object of the a ction is located. However, such choice shall +not in any circumstances contravene the provi sions on grade jurisdiction and exclusive +jurisdiction. +A foreign individual, a person without nationality, a foreign enterprise or a foreign +organization that institute or respond to proceedings in a people’s court is given the same +litigation rights and obligations as a citizen or legal person of the PRC. Should a foreign +court limit the litigation rights of PRC citize ns and enterprises, the PRC court shall apply +the same limitations to the citizens and ente rprises of such foreign country. A foreign +individual, a person without nationality, a foreign enterprise or a foreign organization must +e n g a g eaP R Cl a w y e ri nc a s eh e / s h eo ri tn e e d st oe n g a g eal a w y e rf o rt h ep u r p o s eo f +initiating actions or defending against liti gations at a PRC court. In accordance with the +international treaties to which the PRC is a s ignatory or a participant or according to the +principle of reciprocity, a people’s court and a foreign court may request each other to serve +documents, conduct investigation, collect evidence and conduct other actions on its behalf. +A PRC court shall not accommodate any reques t made by a foreign court which will result +in the violation of sovereignty, secu rity or public interests of the PRC. +All parties to a civil action shall perform le gally effective judgements and rulings. If +any party to a civil action refuses to abide by a judgement or ruling made by a people’s +court or an award made by an arbitration tribunal in the PRC, the other party may apply to +the people’s court for the enforcement of the same within two years, subject to application +for postponed enforcement or revocation. If a p arty fails to satisfy within the stipulated +period a judgement which the court has grant ed an enforcement approval, the court may, +upon the application of the other party, mandatorily enforce the judgement. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 4– + + +--- page 425 --- +A party seeking to enforce a judgement or ruling of a people’s court against another +party who is not or whose property is not within the PRC may apply to a foreign court with +jurisdiction over the case for recognition a nd enforcement of such judgement or ruling. +Alternatively, the people’s court may, pursuant to an international treaty to which the PRC +is a signatory or a participant or according to the principle of reciprocity, request the +foreign court to recognize and execute the judgement or ruling. Likewise, if the PRC has +entered into either a treaty relating to judicial enforcement with the relevant foreign country +or according to the principle of reciprocity, a foreign judgement or ruling may also be +recognized and enforced in accordance wi th the PRC enforcement procedures by a PRC +court unless the people’s court considers that the recognition or enforcement of such +judgement or ruling would violate the basic legal principles of the PRC, its sovereignty or +national security, or would not be in the public interest. +The Company Law of the People’s Republic of China ( 《中華人民共和國公司法》), Overseas +Listing Trial Measures ( 《境外上市試行辦法》) and Guidance for Articles of Association +A joint stock limited company incorporated in the PRC and seeking a listing on the +Stock Exchange is mainly subject to the following laws and regulations in the PRC: +(i) The Company Law of the People’s Republic of China ( 《中華人民共和國公司法》) +(the PRC Company Law) which was promu lgated on December 29, 2023 and took +effect on July 1, 2024; +(ii) The Overseas Listing Trial Measures ( 《境外上市試行辦法》)w h i c hw e r e +promulgated by the CSRC on February 17, 2023 pursuant to the Securities Law +of the People’s Republic of China ( 《中華人民共和國證券法》) and are applicable +to the direct and indirect overseas share offering or listing of domestic companies; +(iii) The Guidelines for Articles of Association of Listed Companies ( 《上市公司章程指 +引》) (the ‘‘Guidance for Articles of Association ’’) which was most recently amended +on March 28, 2025 by the CSRC. The articles of association is formulated based +on the Guidance for Articles of Association on a reference basis, the summary of +which is set out in the section entitled ‘‘Appendix VI — Summary of Articles of +Association’’ to this document. +Set out below is a summary of the major provisions of the currently effective PRC +Company Law, the Overseas Listing Trial Measures and the Guidance for Articles of +Association which are applicable to the Company. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 5– + + +--- page 426 --- +General +A joint stock limited company refers to a corporate legal person established in China +under the Company Law of the People’s Republic of China with its registered capital +divided into shares. All shares of the company shall be either par value shares or no par +value shares in accordance with the articles of association. Where par value shares are +adopted, each share shall have equal value. The liability of the company is limited to the +total amount of all assets it owns and the liabilit y of its shareholders is limited to the extent +of the shares they subscribe for. +The company shall conduct its business in a ccordance with laws and administrative +regulations. It may invest in other limited liability companies and joint stock limited +companies and its liabilities with respect to such invested companies are limited to the +amount invested. Unless otherwise provided by law, the company may not be a contributor +that undertakes joint liabilities for th e debts of the invested companies. +Incorporation +A company may be incorporated by promotion or public subscription. A company +shall be incorporated by a minimum of one but no more than 200 promoters, and at least +half of the promoters must be residents within the PRC. Companies incorporated by +promotion are companies of which the entire r egistered capital is subscribed for by the +promoters. Shares in the company incorporated by promotion shall not be offered to others +unless the registered capital has been fully paid up. If laws, administrative regulations and +decisions of the State Council have separate provisions on paid-in registered capital and the +minimum registered capital, the company should follow such provisions. +For companies incorporated by way of promotion, the promoters shall subscribe in +writing for the shares required to be subscribed for by them and pay up their capital +contributions under the articles of association . Procedures relating to the transfer of titles +to non-monetary assets shall be duly completed if such assets are to be contributed as +capital. Promoters who fail to pay up their capital contributions in accordance with the +foregoing provisions shall assume default lia bilities in accordance with the covenants set +out in the promoters’ agreements. After the promoters have confirmed the capital +contribution under the articles of association, a board of directors and a supervisory +committee shall be elected (except for those not required by law to establish a supervisory +committee) and the board of directors shall appl y for registration of incorporation by filing +the articles of association with the company re gistration authority, and other documents as +required by laws or administrative regulations. +Where companies are incorporated by floatation, not less than 35% of their total +number of shares shall be subscribed for by th e promoters, unless otherwise provided for by +laws or administrative regulations. The p romoters shall preside over and convene an +inauguration meeting within thirty days from the date of the full payment of subscription +capital contribution. The inauguration meeting shall be formed by the promoters and +subscribers. Where the shares issued are not fully subscribed for within the offer period +stipulated in the share offering document , or where the promoter fails to convene an +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 6– + + +--- page 427 --- +inauguration meeting within thirty days of the subscription capital contribution for the +shares issued being fully paid up, the subscribers may demand that the promoters refund the +fully paid subscription capital contribution t ogether with the interest calculated at bank +rates of a deposit for the same period. Within thirty days of the conclusion of the +inauguration meeting, the board of directors shall apply to the registration authority for +registration of the establishment of the comp any. A company is formally established and +has the capacity of a legal person after the registration with the relevant administration for +market regulation has been completed and a business licence has been issued. +Share Capital +The promoters may make a capital contribut ion in currencies, or non-monetary assets +such as in kind or intellectual property rights o r land use rights which can be appraised with +monetary value and transferre d lawfully, except for assets wh ich are prohibited from being +contributed as capital by the laws or administrat ive regulations. If a capital contribution is +made in non-monetary assets, a valuation of the assets contributed must be carried out +pursuant to the provisions of laws or administrative regulations on valuation without any +over-valuation or under-valuation. +There is no limit under the PRC Company Law as to the percentage of shares held by +an individual shareholder in a company. The shares of a company are represented by stocks. +A stock is a certificate issued by the company to certify the share held by a shareholder. The +stock issued by the company shall be in the form of registered stock. +The issuance of shares shall be conducted in a fair and equitable manner. Each share of +the same class must carry equal rights. Shares o f the same class issued at the same time must +b ei s s u e do nt h es a m ec o n d i t i o n sa n da tt h es a m ep r i c e .T h es a m ep r i c ep e rs h a r es h a l lb e +paid by any share subscriber (whether an entity or an individual). The share offering price +may be equal to or greater than the par value of the share, but may not be less than the par +value. +Under the Overseas Listing Trial Measur es, if a domestic company offers shares +overseas, it may raise funds and dividend distributions in foreign currency or Renminbi. +Under the PRC Company Law, a company issuing registered share certificates shall +maintain a shareholder register wh ich sets forth the following matters: +(i) the name and domicile of each shareholder; +(ii) the number of shares held by each shareholder; +(iii) the serial numbers of shares held by each shareholder; +(iv) the date on which each shareholder acquired the shares. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 7– + + +--- page 428 --- +Increase in Share Capital +In response to its operational and development needs and in accordance with laws and +regulations, a company may increase its share capital under any of the following methods, +after the resolutions is passed at a shareholders’ general meeting: (i) a public offering of +shares; (ii) a private placement of shares; (iii) offering of bonus shares to existing +shareholders; (iv) the conversion of reserve funds into shares; and (v) any other methods +provided in law and administrative regulations and approved by the CSRC. +Pursuant to the PRC Company Law, a company may, according to its articles of +association, issue the following classes of shares, which have different rights from those of +the ordinary shares: (i) shares with priorit y or inferior rights to profits or remaining +property in distribution; (ii) shares with more or less voting rights per share than those of +the ordinary shares; (iii) shar es whose transfer is subject to the consent of the company and +other restrictions; (iv) other classes of shares provided by the State Council. A company +making a public offering of shares shall not issue any of the classes of shares as prescribed +on items (ii) and (iii), except those issued prio r to the public offering. Where a company is +issuing new shares, resolutions shall be pas sed at general meeting in accordance with the +articles of association in respect of the class and amount of the new shares, the issue price of +the new shares, the commencement and end dates for the issue of the new shares and when +the new shares are proposed to be issued to existing shareholders, the class and amount of +such new shares. +When a domestic company offers shares overseas, it shall report the application +documents for offering and listing to the CSR C for record-filing within three business days +after submission of the application documents for offering and listing overseas. +Reduction of Share Capital +A company may reduce its registered capital in accordance with the following +procedures prescribed by the PRC Company Law: +(i) the company shall prepare a balance sheet and a list of properties; +(ii) the reduction of registered capital must be approved by shareholders at the +general meeting; +(iii) the company shall notify its creditors of the reduction in registered capital within +ten days and publish an announcement of the reduction in newspapers or the +National Enterprise Credit Information Publicity System within thirty days of the +resolution approving the reduction being passed; +(iv) the creditors of the company may within the statutory time limit require the +company to repay its debts or provide guarantees for covering the debts; +(v) the company must apply to the relevant company registration authority for +registration of the change and reduction in registered capital. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 8– + + +--- page 429 --- +Repurchase of Shares +Pursuant to the PRC Company Law, a company shall not purchase its own shares +other than in any of the following circumstances: +(i) reducing its registered capital; +(ii) merging with another company which holds its shares; +(iii) utilising the shares for employee stock ownership plan or share incentive scheme; +(iv) acquiring its own shares at the request of its shareholders who vote in a +shareholders’ general meeting against a resolution regarding a merger or +separation; +(v) utilising the shares for conversion of c orporate bonds which are convertible into +shares issued by a listed company; +(vi) where it is necessary for a listed compa ny to maintain its corporate value and +shareholders’ equity. +Any company’s purchase of its own shares for any reason specified in item (i) and item +(ii) of the preceding paragraph shall be subject to a resolution of the general meeting; any +company’s purchase of its own shares for any rea son specified in item (iii), item (v) and item +(vi) of the preceding paragraph may be subject to a resolution of the board meeting with +more than two thirds of directors present, ac cording to the provisions of the articles of +association or upon authorisation by the general meeting. +The shares acquired under the circumstance stipulated in item (i) hereof shall be +deregistered within ten days from the date of ac quisition of shares; the shares repurchased +under the circumstances stipulated in either item (ii) or item (iv) shall be assigned or +deregistered within six months; and the shares held in total by a company after the +repurchase under any of the circumstances stip ulated in item (iii), item (v) or item (vi) shall +not exceed 10% of the company’s total shares in issue, and shall be assigned or deregistered +within three years. +Transfer of Shares +Shares held by shareholders may be transferred in accordance with the relevant laws. +Pursuant to the PRC Company Law, a shareholder should effect a transfer of his shares on +a stock exchange established in accordance with laws or by other means as required by the +State Council. Registered shares may be transferred after the shareholders endorse the back +of the share certificates or in any other manner specified by laws or administrative +regulations. Following the transfer, the com pany shall enter the names and addresses of the +transferees into its share register. No changes of registration in the share register described +above shall be effected during a period of twenty days prior to convening a shareholders’ +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 9– + + +--- page 430 --- +general meeting or five days prior to the record date for the purpose of determining +entitlements to dividend distributions, subject to any legal provisions on the registration of +changes in the share register of listed companies. +Pursuant to the PRC Company Law, shares of the company issued prior to the public +offering of shares may not be transferred within one year of the date of the company’s +listing on a stock exchange. Directors, supervisors and the senior management of a +company shall declare to the company their shareholdings in the company and any changes +thereof. During their terms of office, they may transfer no more than 25% of the total +number of shares they hold in the company per annum. They shall not transfer the shares +they hold within one year of the date of the company’s listing on a stock exchange, nor +within half a year after they leave their positions in the company. The articles of association +may set out other restrictive provisions in res pect of the transfer of shares in the company +held by its directors, supervisors and the senior management. +Shareholders +Under the PRC Company Law, the rights of shareholders include the rights: +(i) to receive a return on assets, participate in significant decision-making and select +management personnel; +(ii) to petition the people’s court to revoke a n yr e s o l u t i o np a s s e do nas h a r e h o l d e r s ’ +general meeting or a meeting of the board of directors that has not been convened +in accordance with the laws and regulation s or the articles of association or whose +voting has violated the laws, administr ative regulations or the articles of +association of the company, or any resolution the contents of which is in +violation of the articles of association, provided that such petition shall be +submitted within sixty days of the passing of such resolution; +(iii) to transfer the shares according to the applicable laws and regulations and the +articles of association; +(iv) to attend or appoint a proxy to attend ge neral meetings and exercise the voting +rights; +(v) to inspect the articles of association, share register, counterfoil of company +debentures, minutes of general meetings, board resolutions, resolutions of the +supervisory committee and financial and accounting reports, and to make +suggestions or inquiries in resp ect of the company’s operations; +(vi) to receive dividends in resp ect of the number of shares held; +(vii) to participate in distribution of resid ual properties of the company in proportion +to their shareholdings upon the liquidation of the company; and +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 1 0– + + +--- page 431 --- +(viii) any other shareholders’ rights provided fo r in laws, administrative regulations, +other normative documents and the articles of association. +The obligations of shareholders include the obligation to abide by the company’s +articles of association, to pay the subscription capital contribution in respect of the shares +subscribed for, to be liable for the company’ s debts and liabilities to the extent of the +amount of subscription capital agreed to be paid in respect of the shares taken up by them +and any other shareholder obligation specified in the articles of association. +General Meeting +The general meeting is the organ of author ity of the company, which exercises its +powers in accordance with the PRC Company L aw. The general meeting may exercise its +powers: +(i) to elect and remove the directors and supervisors (not being representative(s) of +employees) and to decide on the matters relating to the remuneration of directors +and supervisors; +(ii) to review and approve the reports of the board of directors; +(iii) to review and approve the reports of the supervisory committee or supervisors; +(iv) to review and approve the company’s annual financial budgets and final accounts +plan; +(v) to review and approve the company’s profit distribution proposals and loss +recovery proposals; +(vi) to decide on any increase or reduction of the company’s registered capital; +(vii) to decide on the issue of corporate bonds; +(viii) to decide on merger, division, dissolution and liquidation of the company or +change of its corporate form; +(ix) to amend the company’s articles of association; +(x) to exercise any other authority stipulated in the articles of association. +The general meeting may authorise the boar d of directors to make resolutions on the +issuance of corporate bonds. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 1 1– + + +--- page 432 --- +Pursuant to the PRC Company Law, a general meeting is required to be held once +every year. An extraordinary general meeting is required to be held within two months of +the occurrence of any of the following circumstances: +(i) the number of directors is less than the number stipulated by the law or less than +two thirds of the number specified in the articles of association; +(ii) the outstanding losses of the company amounted to one-third of the company’s +total share capital; +(iii) shareholders individually or in aggregate holding 10% or more of the company’s +shares request that an extraordina ry general meeting is convened; +(iv) the board of directors deems it necessary to convene a meeting; +(v) the supervisory committee so proposes; +(vi) any other circumstances as provide d for in the articles of association. +A general meeting shall be convened by the board of directors and presided over by the +chairman of the board of directors. In the event that the chairman is incapable of +performing or is not performing his duties, the meeting shall be presided over by the vice +chairman. In the event that the vice chairman is incapable of performing or is not +performing his duties, a director nominated by half or more of the directors shall preside +over the meeting. Where the board of directors is incapable of performing or is not +performing its duties to convene the general meeting, the supervisory committee shall +convene and preside over such meeting in a timely manner. If the supervisory committee +fails to convene and preside over such meeting, shareholders individually or in aggregate +holding 10% or more of the company’s shares for ninety days or more consecutively may +unilaterally convene and preside over such meeting. Where shareholders individually or in +aggregately holding 10% or more of the company’s shares request to convene an +extraordinary general meeting, the board of directors and the supervisory committee +shall, within ten days after receipt of such request, decide whether to convene the +extraordinary general meeting and reply to the shareholders in writing. +In accordance with the PRC Company Law, a no tice of the general meeting stating the +date and venue of the meeting and the matters to be considered at the meeting shall be given +to all shareholders twenty days before the meeting. A notice of extraordinary general +meeting shall be given to all shareholders fifteen days prior to the meeting. +There is no specific provision in the PRC Company Law regarding the number of +shareholders constituting a quorum in a general meeting. +Pursuant to the PRC Company Law, shareholders (excluding classified shareholders) +present at a general meeting have one vote for each share they hold, save that shares held by +the company are not entitled to any voting rights. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 1 2– + + +--- page 433 --- +An accumulative voting system may be adopted for the election of directors and +supervisors at the general meeting pursuant to the provisions of the articles of association +or a resolution of the general meeting. Under the accumulative voting system, each share +shall be entitled to the number of votes equivalent to the number of directors or supervisors +to be elected at the general meeting, and shareholders may consolidate their votes for one or +more directors or supervisors when casting a vote. +Pursuant to the PRC Company Law, resolutions of the general meeting must be passed +by more than half of the voting rights held by shareholders present at the meeting, with the +exception of resolutions relating to merger, division or dissolution of the company, increase +or reduction of registered share capital, change of corporate form or amendments to the +a r t i c l e so fa s s o c i a t i o n ,w h i c hi ne a c hc a s em u s tb ep a s s e db ym o r et h a nt w o - t h i r d so ft h e +voting rights held by the shareholders present at the meeting. Where the PRC Company +Law and the articles of association provide that the transfer or acquisition of significant +assets or the provision of external guarantees by the company must be approved by way of +resolution of the general meeting, the board of directors shall convene a general meeting +promptly to vote on such matters. +A shareholder may entrust a proxy to attend the general meeting on his/her behalf and +the matters, power and time limit of the proxy sh all be clarified by such shareholder. The +proxy shall present the shareholders’ power of attorney to the company and exercise voting +rights within the scope of authorisation. +Minutes shall be prepared in respect of matters considered at the general meeting and +the chairman and directors attending the meeting shall endorse such minutes by signature. +The chairman of the meeting and directors attending the meeting shall sign to endorse such +minutes. The minutes shall be kept together with the shareholders’ attendance register and +the proxy forms. +Board of Directors +A joint stock limited company shall have a board of directors which shall have at least +three members. For a company that has thre e hundred or more employees, the board of +directors shall include the staff representative unless the supervisory committee has been +established and already included the staff representative supervisor. The term of a director +shall be stipulated in the articles of associati on, provided that no term of office shall last for +more than three years. A director may serve consecutive terms if re-elected. A director shall +continue to perform his/her duties as a directo r in accordance with the laws, administrative +regulations and the articles of association unt il a duly re-elected director takes office, if +re-election is not conducted in a timely manner upon the expiry of his/her term of office or +if the resignation of directors results in the number of directors being less than the quorum. +Under the PRC Company Law, the board of directors may exercise its powers: +( i ) t os u m m o nt h eg e n e r a lm e e t i n g sa n dr e p o r ti t sw o r k st ot h eg e n e r a lm e e t i n g s ; +(ii) to implement the resolutions passed by t he shareholders at the general meetings; +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 1 3– + + +--- page 434 --- +(iii) to decide on the company’s operatio nal plans and investment proposals; +(iv) to formulate the company’s profit d istribution proposals and loss recovery +proposals; +(v) to formulate proposals for the increase or reduction of the company’s registered +capital and the issue of corporate bonds; +(vi) to formulate proposals for the merger , division or dissolution of the company or +change of corporate form; +(vii) to decide on the setup of the company’s internal management organs; +(viii) to appoint or dismiss the company’s manager and decide on his/her remuneration +and, based on the manager’s recommendation, to appoint or dismiss any deputy +manager and the person responsible for financial matters of the company and to +decide on their remunerations; +(ix) to formulate the company’s basic management system; +(x) to exercise any other authority as is stipulated in the articles of association. +Restrictions on the board of directors’ powers in the articles of association shall not be +used against a third party in good faith. +The board meetings shall be convened at least twice each year. Notices of meetings +shall be given to all directors and supervisors at least 10 days prior to the meeting. Interim +board meetings may be proposed to be convened by shareholders representing more than +10% of the voting rights, more than one-third of the directors or the supervisory committee. +The chairman shall convene the meeting wit hin 10 days of receiving such proposal, and +preside over the meeting. The board of directors may otherwise determine the means and +the period of notice for summoning an interim b oard meeting. The board meetings shall be +held only if more than half of the directors are present. Resolutions of the board of +directors shall be passed by more than half of all directors. Each director shall have one +vote for a resolution to be approved by the board of directors. Directors shall attend board +meetings in person. If a director is unable to attend for any reason, he/she may appoint +another director to attend the meeting on his /her behalf by a written power of attorney +specifying the scope of authorization. The bo ard of directors shall prepare minutes of the +resolutions adopted at the meeting, which shall be signed by the directors present at the +meeting. +If a resolution of the board of directors viola tes the laws, administrative regulations or +the articles of association or resolutions of th e general meeting, and as a result of which the +company sustains serious losses, the directors participating in the resolution are liable to +compensate the company. However, if it can be proved that a director expressly objected to +the resolution when the resolution was voted on, and that such objection was recorded in +the minutes of the meeting, such director shall be relieved from that liability. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 1 4– + + +--- page 435 --- +Under the PRC Company Law, the following person may not serve as a director in a +company: +(i) a person with no capacity for civil conduct or limited capacity for civil conduct; +(ii) a person who has been convicted of an offense of corruption, bribery, +embezzlement, misappropriation of property or sabotaging the order of socialist +market economy, or who has been deprived of his political rights due to his +crimes, in each case where less than five years have elapsed since the date of +completion of the sentence, in case of a suspended sentence, not more than two +years have elapsed since the date of expiry of the probationary period; +(iii) a person who has been a former director, factory manager or manager of a +company or an enterprise that has entered into insolvent liquidation and who was +personally liable for the insolvency of such company or enterprise, where less than +three years have elapsed since the date of the completion of the bankruptcy and +liquidation of the company or enterprise; +(iv) a person who has been a legal representative of a company or an enterprise that +has had its business license revoked due to violations of the law or has been +ordered to close down by law and the pe rson was personally responsible, where +less than three years have elapsed since the date of such revocation or the order +for closure; +(v) a person being listed as a dishonest perso n subject to enforcement by the people’s +court due to his/her failure to pay off a relatively large amount of debts which has +fall due. +Any election or appointment of directors by the company, to whom any of the above +circumstances applies, such election or appointment shall be null and void. A director to +which any of the above circumstances applies during his/her term of office shall be released +of his/her duties by the company. +Under the PRC Company Law, the board of directors shall have a chairman and may +have a vice chairman. The chairman and the vice chairman shall be elected with approval of +more than half of all the directors. The chairman shall summon and preside over board +meetings and review the implementation of board resolutions. The vice chairman shall assist +the chairman to perform his/her duties. Where the chairman is incapable of performing, or +is not performing his/her duties, the duties shall be performed by the vice chairman. Where +the vice chairman is incapable of performing, o r is not performing his/her duties, a director +jointly elected by more than half of the directors shall perform his/her duties. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 1 5– + + +--- page 436 --- +Supervisory Committee +Under the PRC Company Law, a joint stock limited company shall establish an audit +committee composed of directors within the board of directors to exercise the supervisory +committee’s functions. A jo int stock limited company wit h a smaller scale or fewer +shareholders may choose not to establish a supervisory committee and instead appoint a +single supervisor. A joint stock limited co mpany shall have a supervisory committee +composed of not less than three members. The supervisory committee shall consist of +representatives of the shareholders and an app ropriate proportion of representatives of the +company’s staff, among which the proportion of representatives of the company’s staff shall +not be less than one-third, and the actual proportion shall be determined in the articles of +association. Representatives of the compan y’s staff at the supervisory committee shall be +democratically elected by the company’s staff at the staff representative assembly, general +staff meeting or otherwise. The supervisory c ommittee shall have a chairman and may have +a vice chairman. The chairman and the vice cha irman of the supervisory committee shall be +elected by more than half of all the supervisors. Directors and senior management members +shall not act concurrently as supervisors. +The chairman of the supervisory committee shall summon and preside over supervisory +committee meetings. Where the chairman of the supervisory committee is incapable of +performing, or is not performing his/her duties, the vice chairman of the supervisory +committee shall summon and preside over supervisory committee meetings. Where the vice +chairman of the supervisory committee is incapable of performing, or is not performing +his/her duties, a supervisor elected by more than half of the supervisors shall summon and +preside over supervisory committee meetings. +Each term of office of a supervisor is three years and he/she may serve consecutive +terms if re-elected. A supervisor shall continu et op e r f o r mh i s / h e rd u t i e sa sas u p e r v i s o ri n +accordance with the laws, administrative regu lations and the articles of association until a +duly re-elected supervisor takes office, if re -election is not conducted in a timely manner +upon the expiry of his/her term of office or if the resignation of supervisor results in the +number of supervisors being less than the quorum. +The supervisory committee may exercise its powers: +(i) to review the company’s financial position; +(ii) to supervise the acts of directors and senior management members in their +performance of their duties and to propose the removal of directors and senior +management members who have violated laws, regulations, the articles of +association or the shareholders’ resolutions; +(iii) when the acts of a director or senior ma nagement members are detrimental to the +company’s interests, to require the director and senior management members to +correct these acts; +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 1 6– + + +--- page 437 --- +(iv) to propose the convening of extraordinary general meetings and to convene and +preside over general meetings when the board of directors fails to perform the +duty of convening and presiding over general meetings under the PRC Company +Law; +(v) to submit proposals to the general meetings; +(vi) to bring actions against directors an d senior management members pursuant to +the relevant provisions of the PRC Company Law; +(vii) any other authority stipulated in the articles of association. +Supervisors may be present at board meetings and make inquiries or proposals in +respect of the resolutions of the board of directors. The supervisory committee may +investigate any irregularities identified in the operation of the company and, when +necessary, may engage an accounting firm to assist its work at the cost of the company. +Audit Committee +Under PRC Company Law, a joint stock lim ited company may establish an audit +committee composed of directors within its board of directors pursuant to the provisions of +its articles of association to exercise the func tions and powers of a supervisory committee as +prescribed by PRC Company Law, in lieu of establishing a supervisory committee or +supervisor. +The audit committee shall comprise at least three members, with a majority not +holding any position in the company other than that of director, and having no relationship +with the company that may affect their independent and objective judgment. Employee +representatives serving on the board of directors may be appointed as audit committee +members. +For listed companies with audit committe es, the following matters shall require +approval by a majority of all audit committee members before being resolved by the board +of directors: +(1) Appointment or dismissal of accounting firms engaged for the company’s audit +work; +(2) Appointment or removal of the financial controller; +(3) Disclosure of financial accounting reports; +(4) Other matters specified by the securities regulatory authority under the State +Council. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 1 7– + + +--- page 438 --- +The Guidance for Articles of Association stipulates that the audit committee shall +consist of at least three members, with independent directors constituting the majority and +an accounting professional among the independent directors serving as convener. Employee +representatives on the board may serve as audit committee members. The audit committee +shall be responsible for reviewing the company’s financial information and disclosures, +overseeing and evaluating internal and external audits and internal controls. The following +matters shall be submitted to the board meet ings only after obtaining approval by a +majority of all audit committee members: +(1) Disclosure of financial accounting rep orts, financial information in periodic +reports, and internal control evaluation reports; +(2) Appointment or dismissal of accounting firms engaged for the listed company’s +audit work; +(3) Appointment or removal of the listed company’s financial controller; +(4) Changes in accounting policies or accounting estimates, or corrections of material +accounting errors not resulting from changes in accounting standards; +(5) Other matters stipulated by laws, admin istrative regulations, CSRC regulations +and the company’s articles of association. +The audit committee shall convene a meeting at least once a quarter. Interim meetings +may be held upon request by two or more members or when the convener deems necessary. +Audit committee meetings require attendance by at least two-thirds of members to +constitute a quorum. Resolutions of the audit committee shall require approval by a +majority of its members. +Manager and the Senior Management Members +Under the PRC Company Law, a company may have a manager who shall be +appointed or removed by the board of directors. The manager shall exercise his duties and +powers in accordance with the provisions of the company’s articles of association or the +authorization of the board of directors. +Other provisions in the articles of association on the manager’s powers shall also be +complied with. The manager shall be present at the board meetings. However, the manager +shall have no voting rights at the board meetings unless he/she concurrently serves as a +director. +According to the PRC Company Law, senior management members refer to manager, +deputy manager, financial officer, secretary to the board of directors of a listed company +and other personnel as stipulated in the articles of association. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 1 8– + + +--- page 439 --- +Duties of Directors, Supervisors, Managers and Other Senior Management Members +Directors, supervisors and senior mana gement members are required under the PRC +Company Law to comply with the relevant laws, regulations and the articles of association, +and have fiduciary and diligent duties to the company. The provisions of the preceding +paragraph shall also apply to controlling s hareholders or de facto controllers of the +company who, although not serving as directors of the company, are actually involved in +the company’s affairs. +Directors, supervisors and senior management members are prohibited from abusing +their authority in accepting bribes or other unl awful revenue and from misappropriating the +company’s property. +Directors, supervisors, and senior man agement members are prohibited from: +(i) embezzlement of company properties and misappropriating company funds; +(ii) depositing company funds into accounts under their own names or the names of +other individuals; +(iii) utilising power to accept brib e or accept other illegal revenue; +(iv) accepting for their own benefit commissions from third parties for transactions +conducted with the company; +(v) unauthorized divulgence of confidential information of the company; +(vi) other acts in violation of their duty of loyalty to the company. +If any director, supervisor, and senior management members directly or indirectly +enters into any contract or engages in any transaction with the company, he/she shall report +such matter to the board of directors or the general meeting, and such contract or +transaction shall be approved by a resolution of the board of directors or the general +meeting in accordance with the provisions of the articles of association. The provisions of +the preceding paragraph shall also apply to contracts or transactions entered into by close +relatives of directors, supervisors, and senior management members, enterprises directly or +indirectly controlled by such close relatives, or any other persons having an affiliated +relationship with directors, supervisors, and senior management members. +Directors, supervisors, and senior man agement members shall not exploit their +positions to seize business opportunities that rightfully belong to the company, whether for +their own benefit or for the benefit of others, unless such conduct has been reported to the +board of directors or the general meeting and approved in accordance with the provisions of +the articles of association; or the company is unable to exploit such business opportunity +under applicable laws, administrative reg ulations, or the articles of association. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 1 9– + + +--- page 440 --- +Directors, supervisors, and senior man agement members shall not engage in any +business that competes with the company, whether for their own benefit or for the benefit of +others, unless such conduct has been reported to the board of directors or the general +meeting and approved in accordance with the provisions of the articles of association. +Any revenue derived by a director or senior management members in violation of the +provisions of the preceding paragraph shall be returned to the company. +A director, supervisor or senior manageme nt member who contravenes law, regulation +or the articles of association in the performance of his/her duties resulting in any loss to the +company shall be liable to the company for compensation. +The Guidance for Articles of Association stipulates that directors and senior +management members of the company owe a duty of diligence to the company. For +example, directors and senior management members shall exercise the powers granted by +the company prudently, diligently, and in goo d faith to ensure that the company’s business +operations comply with national laws, administrative regulations, and relevant economic +policies, and that such operations do not exceed the scope of business activities specified in +the company’s business license. Directors an d senior management members shall treat all +shareholders fairly. Directors and senio r management members shall sign written +confirmation statements for the compan y’s periodic reports to ensure that the +information disclosed by the company is tr ue, accurate, and complete. Directors and +senior management members shall truthfully pr ovide accurate information and materials to +the audit committee and shall not obstruct the audit committee in the performance of their +duties. Directors and senior management members shall also perform other duties of +diligence as prescribed by laws, administrati ve regulations, departmental rules, and the +company’s articles of association. +Finance and Accounting +Under the PRC Company Law, a company shall establish its own financial and +accounting systems according to the laws, admin istrative regulations and the regulations of +the competent financial departments under the State Council. At the end of each financial +year, a company shall prepare a financial report which shall be audited by an accounting +firm in accordance with laws. The financial and accounting reports shall be prepared in +accordance with laws, adminis trative regulations and the regulations of the financial +departments under the State Council. +The company’s financial reports shall be made available for shareholders’ inspection at +the company within 20 days before the convening of an annual general meeting. A joint +stock limited company that makes public stock offerings shall announce its financial +reports. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 2 0– + + +--- page 441 --- +When distributing each year’s profits after taxation, the company shall allocate 10% of +its profits after taxation for the company’s statutory common reserve fund until the fund +has reached more than 50% of the company’s registered capital. When the company’s +statutory common reserve fund is not sufficient to make up for the losses for the previous +years, the current year’s profits shall first be used to offset such losses before any allocation +is set aside for the statutory common reserve fund. After the company has made allocations +to the statutory common reserve fund from its p rofits after taxation, it may, upon passing a +resolution at a general meeting, make further allocations from its profits after taxation to +the discretionary common reserve fund. After a company has offset its losses and made +allocations to its discretionary common reserve fund, the remaining profits after taxation +shall be distributed in proportion to the number of shares held by the shareholders, except +otherwise provided for in the articles of association. +Any profits distributed to shareholders in violation of the provisions of the preceding +paragraph shall be returned to the company. The company shall not be entitled to receive +any profit distribution in respect of the shares it holds. +The premium on the par value of the company’s issued shares and other revenue +designated as capital reserve by the relevant government authorities shall be recorded as +capital reserve. The company’s reserve funds shall be used to offset the company’s losses, +expand the company’s business operations, or increase the company’s capital. When the +company needs to use reserve funds to offse t losses, it shall first allocate from the +discretionary reserve fund and the statutory re serve fund; if such funds are insufficient, the +company may allocate from the capital reserve fund in accordance with applicable +regulations. When the statutory reserve fund i s converted into capital, the balance of the +reserve fund shall not be less than 25% of the company’s registered capital prior to such +conversion. +The company shall have no accounting books other than the statutory books. The +company’s funds shall not be deposited in any account opened under the name of an +individual. +Appointment and Dismissal of Accountants +The Guidance for Articles of Association stipulates that the company must engage an +accounting firm that complies with the provisions of the Securities Law of the People’s +Republic of China to provide services, including financial statement audits, net asset +verification, and other relevant consulting services. The engagement period is one year and +can be renewed. +Pursuant to the PRC Company Law, when a company engages or dismisses an +accounting firm responsible for the company’s audit work, it shall be determined by the +shareholders at the general meeting in accorda nce with the articles of association. When the +general meeting votes on the dismissal of the accounting firm, the accounting firm shall be +allowed to make representations. The company shall provide the engaged accounting firm +with true and complete accounting evidence, accounting books, financial and accounting +reports, and other accounting materials, and s hall not refuse to provide, conceal, or forge +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 2 1– + + +--- page 442 --- +any materials. In addition, the Guidance for Articles of Association stipulates that the audit +fees of the accounting firm shall also be determined by the shareholders at the general +meeting. +Profit Distribution +According to the PRC Company Law, a company shall not distribute any profits +before losses are covered and the statu tory common reserve fund is provided. +Amendments to the Articles of Association +According to the provisions of the PRC Company Law, a resolution of the general +meeting regarding any amendment to the company’s articles of association shall be passed +by more than two-thirds of the votes held by the shareholders present at the general +meeting. +According to the provisions of the Guidance for Articles of Association, the company +shall amend its articles of association under any of the following circumstances: +(i) after any amendment to the PRC Company Law or any other applicable laws or +administrative regulations, the provisi ons of the articles of association conflict +with the amended laws and/or administrative regulations; +(ii) changes in the actual situation of the co mpany result in inconsistencies with the +content set forth in the articles of association; +(iii) the general meeting resolves t o amend the articles of association. +The Guidance for Articles of Association further stipulates that any amendment to the +articles of association adopted by the general meeting shall be submitted for approval if +approval from the competent departments is required; if the amendment involves matters of +company registration, the registration inf ormation of the company with the competent +departments shall also be amended. In addition, if any laws or regulations require the +disclosure of amendments to the articles of association, a public announcement shall be +made in accordance with the applicable regulations. +Dissolution and Liquidation +In accordance with the provisions of the Company Law of the PRC, the Company shall +be dissolved under any of the following circumstances: +(i) the business operating period stipulated by the Articles of Association has expired +or other events causing dissolution, as stipulated by the Articles of Association, +have materialized; +(ii) the shareholders resolve to dissolve the Company at a general meeting; +(iii) the Company has to be dissolved on account of its merger or division; +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 2 2– + + +--- page 443 --- +(iv) the Company’s business license is revoked, or the Company is ordered to close or +dissolve in accordance with the law; +(v) the Company experiences severe difficu lties in its operations and management, +and such difficulties cannot be resolved through other means, resulting in +significant losses to the shareholders’ in terests if the Company continues to exist. +In such cases, the people’s court shall, u pon the request of shareholders holding +10% or more of the total voting rights of the Company, order the dissolution of +the Company. If any of the aforementioned grounds for dissolution arises, the +Company shall, within ten days, publicly announce the grounds for dissolution +through the National Enterprise Credit Information Publicity System. +In the event of the circumstances describe d in items (i) and (ii) above, the Company +may continue to exist by amending its Articles of Association without distributing any +assets to any shareholders. Any amendment to the Articles of Association in accordance +with the aforementioned provisions shall require the approval of shareholders representing +more than two-thirds of the voting rig hts present at the general meeting. +If the Company is dissolved due to the circumst ances listed in items (i), (ii), (iv), or (v) +above, a liquidation process must be initiated. The directors shall act as the liquidators of +the Company and shall establish a liquidation committee within fifteen days from the date +of the occurrence of the dissolution event. The liquidation committee shall be composed of +directors or any other persons determined by the general meeting. If the liquidation +committee is not established within the specifi ed period or if the liquidation is ineffective +after the establishment of the liquidation committee, interested parties may apply to the +people’s court to request the appointment of relevant persons to form a liquidation +committee to manage the liquidation pro cess. The people’s court shall accept such +applications and promptly establish a liquida tion committee to carry out the liquidation. +During the liquidation process, the liquidation committee shall perform the following +functions and powers: +(i) dispose of the Company’s assets and prepare a balance sheet and an inventory of +assets; +(ii) notify the Company’s creditors or publish announcements; +(iii) handle and settle any outstanding business related to the liquidation; +(iv) pay any outstanding taxes and taxes arising during the liquidation process; +(v) settle the Company’s claims and liabilities; +(vi) distribute the remaining assets of the Company after the repayment of all debts; +(vii) participate in civil proceedings on behalf of the Company. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 2 3– + + +--- page 444 --- +The liquidation committee shall notify the C ompany’s creditors within 10 days after its +establishment and issue public notices in new spapers or on the National Enterprise Credit +Information Publicity System within 60 days. +The creditors shall submit their claims to the liquidation committee within 30 days +after receiving such notice, or if they fail to re ceive such notice, within 45 days after the +publication of such announcement. +In filing their claims, creditors shall explain matters relating to the claims and provide +the supporting documents. The liquidation committee shall register such claims. During the +claim declaration period, the liquidation committee shall not repay any debt to any +creditor. +After the liquidation committee has disposed of the properties of the Company and +prepared a balance sheet and a property inventory as required, it shall formulate a +liquidation proposal and submit it to the general meeting or the people’s court for approval. +The remaining assets of the Company after paying the costs of liquidation, the employees’ +salaries, social insurance contributions and legal compensation, taxes and debts of the +Company, shall be distributed to the share holders in proportion to their respective +shareholding. During the period of liquidation, the Company shall continue to exist but +shall not engage in any business activity except for those relating to the liquidation. Before +repayment in accordance with the aforement ioned provisions, the assets of the Company +shall not be distributed to shareholders. +After the liquidation committee has sorted out the assets of the Company and prepared +a balance sheet and a property inventory as required, if it discovers that the Company’s +assets are insufficient to repay its debts in full, it shall apply to the people’s court in +accordance with the law to declare bankruptcy. Upon the people’s court declaring +bankruptcy, the liquidation committee shall hand over the management matters to the +bankruptcy administrator designated by the people’s court. +After completion of the liquidation, the liquidation committee shall prepare a +liquidation report and submit the same to the general meeting or the people’s court for +confirmation, then deliver the same to the Company’s registration authority to apply for +cancellation of the Company’s registration and publicly announce the Company’s +dissolution. Members of the liquidation committee shall perform their duties in good +faith in accordance with the relevant laws. Any member of the liquidation committee shall +not take advantage of his/her powers to accep t bribes or other illegal payments or embezzle +the property of the Company. Members of the liq uidation committee shall compensate the +Company and its creditors for any losses c aused by their intentional acts or gross +negligence. +If the Company declares bankruptcy according to law, it shall perform liquidation +procedures in accordance with the relevant provisions of the Enterprise Bankruptcy Law. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 2 4– + + +--- page 445 --- +Overseas Listing +In accordance with the Trial Measures for Overseas Listing ( 境外上市試行辦法), an +initial public offering or listing on an overse as market shall be filed with the CSRC within +three business days after submitting the relev ant application overseas. If the issuer issues +securities again on an overseas market where it h as previously issued and listed securities, it +shall file with the CSRC within three business days from the date of completion of the +issuance. Furthermore, if the filing docume nts are complete and meet the regulatory +requirements, the CSRC will co mplete the filing process within twenty business days from +the date of receiving the filing documents and p ublish the filing results on the website of the +CSRC. If the filing documents are incomplete o r do not meet the regulatory requirements, +the CSRC will request supplementation and amendments within five business days from the +date of receiving the filing documents, and the i ssuer shall complete su ch supplementation +and amendments within thirty business days. +Loss of Share Certificates +If the share certificate(s) of shareholders in registered form is either stolen, lost or +destroyed, a shareholder may, in accordance with the public announcement procedures set +out in the Civil Procedure Law of the PRC, apply to the people’s court for a declaration +that such certificate(s) will no longer be valid . After such declaration has been obtained, the +shareholder may apply to the Company for the issue of a replacement certificate(s). +Merger and Division +A company merger may be conducted either through absorption or through the +establishment of a new entity. In the case of an absorption merger, the absorbed company +shall be dissolved. In the case of a merger through the establishment of a new entity, all +merging parties shall be dissolved. +The parties involved in the merger shall en ter into a merger agreement and prepare a +balance sheet and an inventory of assets. The Company shall notify its creditors within ten +days from the date of the merger resolution and publish an announcement in newspapers or +on the National Enterprise Credit Informa tion Publicity System within thirty days. +Creditors may, within thirty days from the date of receiving the notice, demand the +Company to repay its debts or provide guarantee for such repayment; those who have not +received the notice may make such demands within forty-five days from the date of the +announcement. In the event of a merger, the rights and obligations of the merging parties +shall be assumed by the surviving company or the newly established company. +Where a company merges with another company in which it holds not less than 90% of +the shares, the acquired company is not required to obtain approval through a general +meeting resolution, but it must notify other shareholders who have the right to require the +company to acquire their equity or shares at a reasonable price. If the price paid for the +company merger does not exceed 10% of the company’s net assets, approval through a +general meeting resolution is not required, unless otherwise stipulated in the company’s +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 2 5– + + +--- page 446 --- +articles of association. If the company merger is exempt from approval through a general +meeting resolution under the aforementione d two circumstances, it must be approved by the +resolution of the board of directors. +If the Company undergoes a division, its assets must also be divided, and a balance +sheet and an inventory of assets must be prepar ed. The Company shall notify its creditors +within ten days from the date of the division resolution and publish an announcement in +newspapers or on the National Enterprise Credit Information Publicity System within thirty +days. The liabilities of the Company prior to the division shall be jointly assumed by the +divided companies, unless otherwise stipulated in a written agreement regarding the +repayment of debts entered into between th e Company and its creditors prior to the +division. +The PRC Securities Laws, Regulations and Regulatory Regimes +The PRC has promulgated a number of regulations that relate to the issuance and +trading of shares and disclosure of information. In October 1992, the State Council +established the Securities Committee and the CSRC. The Securities Committee is +responsible for coordinating the drafting of securities regulations, formulating +securities-related policies, planning the development of securities markets, directing, +coordinating and supervising all securities-related institutions in the PRC and +administering the CSRC. The CSRC is the regulatory arm of the Securities Committee +and is responsible for the drafting of regulatory provisions governing securities markets, +supervising securities companies, regulating public offerings of securities by PRC +companies in the PRC or overseas, regulat ing the trading of securities, compiling +securities-related statistics and undertaking relevant research and a nalysis. In April 1998, +the State Council merged the Securities Co mmittee with the CSRC and restructured the +CSRC. +The Provisional Regulations Concerning the Issuance and Trading of Shares ( 《股票發 +行與交易管理暫行條例》) cover the application and approval procedures for public offerings +of equity securities, trading in equity securities, the acquisition of listed companies, deposit, +clearing and transfer of listed equity securities, as well as the disclosure of information, +investigation, penalties and dispute res olutions with respect to a listed company. +On December 25, 1995, the State Council promulgated the Regulations of the State +Council Concerning Domestic Listed Foreign Shares of Joint Stock Limited Companies +(《國務院關於股份有限公司境內上市外資股的規定》). These regulations principally govern +the issuance, subscription, trading and declaration of dividends and other distributions of +domestic listed foreign shares and disclos ure of information of joint stock limited +companies having domestic listed foreign shares. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 2 6– + + +--- page 447 --- +The Securities Law of the PRC ( 《中華人民共和國證券法》) (the ‘‘Securities Law ’’) came +into effect on July 1, 1999, and was amended on August 28, 2004, October 27, 2005, June 29, +2013, August 31, 2014, and December 28, 2019, respectively. The most recent amended +Securities Law became effective on March 1, 2020. This law is the first national securities +law in China, comprising 14 chapters and 226 articles, regulating, among other things, the +issuance and trading of securities, the acquisit ion of listed companies, securities exchanges, +the obligations and responsibilities of securiti es companies and the securities regulatory +authority under the State Council. The Sec urities Law comprehensively oversees the +activities of China’s securities market. Article 224 of the Securities Law stipulates that +domestic enterprises listing their shares overseas must comply with the relevant regulations +of the State Council. +Currently, the issuance and trading of overse as stock offerings are primarily regulated +by rules and regulations promulgated by the State Council and the CSRC. +Arbitration and Enforcement of Arbitral Awards +The Arbitration Law of the PRC ( 《中華人民共和國仲裁法》)w a se n a c t e db yt h e +SCNPC on August 31, 1994, which became effective on September 1, 1995 and was last +amended on September 1, 2017. Pursuant to the Arbitration Law of the PRC, an arbitration +committee may, before the promulgation of arbitration regulations by the China +Arbitration Association, formulate interim arbitration rules in accordance with the +Arbitration Law of the PRC and the Civil Procedure Law of the PRC. Where the parties +have agreed to settle disputes by means of arbitration, a people’s court will refuse to handle +a legal proceeding initiated by one of the parties at such people’s court, unless the +arbitration agreement has lapsed. +Under the Arbitration Law of the PRC and the Civil Procedure Law of the PRC, an +arbitral award shall be final and binding on the parties involved in the arbitration. If any +party fails to comply with the award, the othe r party to the award may apply to a people’s +court for its enforcement. +If the respondent provides evidence proving that the arbitration award involves any of +the following circumstances, and upon review and verification by the people’s court, the +court shall rule not to enforce the award: +(i) the parties did not include an arbitration clause in the contract, nor did they +subsequently reach a written arbitration agreement; +(ii) the matters ruled upon fall outside the scope of the arbitration agreement, or the +arbitration institution had no authority to arbitrate; +(iii) the composition of the arbitration trib unal or the arbitration procedure violated +statutory procedures; +( i v ) t h ee v i d e n c eo nw h i c ht h ea w a r di sb a s e dw a sf o r g e d ; +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 2 7– + + +--- page 448 --- +(v) the other party concealed evidence fro m the arbitration institution that could +have affected a fair ruling; +(vi) the arbitrator engaged in embezzlement , bribery, malpractice, or other illegal +conduct during the arbitration of the case. +If the people’s court determines that enforc ing the award would violate public interest, +it shall rule not to enforce the award. +Any party seeking to enforce an arbitral awar d of a foreign affairs arbitration organ of +the PRC against a party who or whose property is not located within the PRC may apply to +a foreign court with jurisdiction over the case for recognition and enforcement of the award. +Likewise, an arbitral award made by a foreign arbitration body may be recognised and +enforced by a PRC court in accordance with the principle of reciprocity or any international +convention concluded or acceded to by the PRC. +Pursuant to the resolution adopted by the SCNPC on December 2, 1986, the PRC +acceded to the Convention on the Recognition and Enforcement of Foreign Arbitral +Awards (《承認及執行外國仲裁裁決公約》) (the ‘‘New York Convention ’’) adopted on June +10, 1958. The New York Convention provides that all arbitral awards made in a state which +is a party to the New York Convention shall b e recognised and enforced by other parties +thereto subject to their rights to refuse enforcement under certain circumstances, including +where the enforcement of the arbitral award is against the public policy of that state. At the +time of the PRC’s accession to the convention, the SCNPC declared that (i) the PRC will +only recognise and enforce foreign arbitral awards based on the principle of reciprocity; and +(ii) the New York Convention will only be applied to disputes deemed under PRC law to be +arising from contractual or non-contra ctual mercantile legal relations. +The Judicial Committee of the Supreme People’s Court adopted the Arrangement +Concerning Mutual Enforcement of Arbitration Awards Between the Mainland and the +Hong Kong Special Administrative Region ( 《關於內地與香港特別行政區相互執行仲裁裁決 +的安排》) on June 18, 1999, which came into effect on February 1, 2000. The Supreme +People’s Court promulgated the Supplementary Arrangement Concerning Mutual +Enforcement of Arbitration Awards Between the Mainland and the Hong Kong Special +Administrative Region ( 《關於內地與香港特別行政區相互執行仲裁裁決的補充安排》)o n +November 26, 2020. Under these arrangements, if one party fails to comply with an +arbitration award made in the Mainland or Hong Kong, the other party may apply to the +relevant court in the place of the respondent’s domicile or where their assets are located for +compulsory enforcement. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 2 8– + + +--- page 449 --- +Judicial Judgments and Their Enforcement +In accordance with the Arrangement of the Supreme People’s Court on Mutual +Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts +of the Mainland and the Hong Kong Special Administrative Region Pursuant to Choice of +Court Agreements between Parties ( 《最高人民法院關於內地與香港特別行政區法院相互認 +可和執行當事人協議管轄的民商事案件判決的安排》), promulgated by the Supreme People’s +Court on July 3, 2008, and effective from August 1, 2008, if any designated court in the +China mainland or Hong Kong renders an enforceable final judgment requiring the +payment in a civil or commercial case based on a written jurisdiction agreement, the +relevant parties may apply to the corresponding China mainland or Hong Kong court for +recognition and enforcement of the judgment. If the disputing parties have not agreed to +enter into a written jurisdiction agreement, a judgment rendered by a Hong Kong court may +not be enforceable in the China mainland. +On January 18, 2019, the Supreme People’s Court and the Government of the Hong +Kong Special Administrative Region entered into the Arrangement on Mutual Recognition +and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the +Mainland and the Hong Kong Special Administrative Region ( 《關於內地與香港特別行政區 +法院相互認可和執行民商事案件判決的安排》)( t h e‘ ‘New Arrangement ’’), aiming to establish +a clearer and more certain mechanism for the mutual recognition and enforcement of a +broader range of civil and commercial judgments between the China mainland and Hong +Kong. The New Arrangement does not require the parties to enter into a written +jurisdiction agreement. The New Arrangement came into effect on January 29, 2024, and +replaced the previous arrangement. +APPENDIX V SUMMARY OF PRINCIPAL LEGAL AND +REGULATORY PROVISIONS +–V - 2 9– + + +--- page 450 --- +SHARES AND REGISTERED CAPITAL +Issuance of Shares +The shares of the Company shall be in registered form. The shares issued by the +Company are all par value shares and shall be denominated in RMB and have a par value of +RMB1 each. +The shares of the Company shall be issued in a transparent, fair and equal manner and +shares of the same class shall rank pari passu in all respects. +Each of the shares of the same class shall be issued under the same conditions and at +the same price in each issuance, and the same price shall be paid for each of the shares +subscribed for by subscribers. +INCREASE, REDUCTION AND REPURCHASE OF SHARES +Increase and Reduction of Shares +Subject to the provisions of laws, regulations, securities regulatory rules of the place +where the Company’s shares are listed, the Company may, upon resolution by a general +meeting, increase its capital on the basis of its business and development needs, by any of +the following methods: +(i) public offering of shares; +(ii) non-public offering of shares; +(iii) distribute bonus shares to existing shareholders; +(iv) convert capital reserves into share capital; +(v) other means which is permitted by the laws, administrative regulations, and +approved by securities regulatory authorities of the State Council, regulatory +authorities of the place where the Company’s shares are listed and other relevant +regulatory authorities. +The Company may reduce its registered capital. Reduction of the registered capital by +the Company shall be implemented according to the Company Law and other relevant +regulations and the procedures stipulated in the Articles of Association. +Repurchase of Shares +The Company shall not acquire its own shares, except in any of the following +circumstances: +(i) reducing the registered capital of the Company; +(ii) merger with another company which holds the shares of the Company; +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 1– + + +--- page 451 --- +(iii) using such shares in connection with e mployee share ownership schemes or share +incentives; +( i v ) r e q u e s tt ot h eC o m p a n yt oa c q u i r et h eshares from shareholders who vote against +any resolution adopted at the general meeting on the merger or division of the +Company; +(v) using the shares for conversion of convertible corporate bonds issued by the listed +company; +(vi) it is necessary for the Company to maintain its value and the shareholders’ equity; +(vii) other circumstances stipulated by la ws, administrative regulations and the +regulatory rules of the place where the Company’s shares are listed. +The Company may repurchase its own shares by way of open and centralized +transaction, or other means approved by laws, administrative regulations, the securities +regulatory authorities and stock exchanges of the place where the Company’s shares are +listed and shall comply with applicable laws and regulations and requirements of the +securities regulatory rules of the place where the Company’s shares are listed. Subject to the +compliance with the applicable securities regu lator rules of the place where the Company’s +shares are listed, the repurchase of shares und er the circumstances set out in items (iii), (v) +and (vi) above shall be conducted by way of open and centralized transaction. +Where the Company repurchases its shares under the circumstances set out in items (i) +and (ii) above, a resolution shall be passed at the general meeting. Where the Company +repurchases its shares under the circumstances set out in items (iii), (v) and (vi) above, a +resolution shall be passed at a Board meeting attended by more than two-thirds of the +Directors, according to the Articles of Association or the general mandate granted by +general meeting and subject to the compliance wit h the applicable securities regulatory rules +of the place where the Company’s shares are listed. +Upon the Company repurchases its own shares according to the circumstances set out +in items above, such shares under the circums tances set out in item (i) shall be canceled +within ten days from the date of repurchase; such shares under the circumstances set out in +items (ii) and (iv) shall be transferred or ca nceled within six months. Where the Company +repurchases its shares under the circumstances set out in item (iii), (v) and (vi), the total +number of shares held by the Company shall not exceed 10% of the total issued shares of +the Company, and such shares shall be transferred or canceled within three years. +TRANSFER OF SHARES +The shares issued before the Company’s public offering of shares shall not be +transferred within one year from the date the Company’s shares are listed and traded on a +stock exchange. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 2– + + +--- page 452 --- +The Directors and senior management mem bers of the Company shall declare to the +Company the number of shares of the Company they hold and the subsequent changes in +their shareholdings. The number of shares that such persons may transfer every year during +their term of office determined at the time of a ppointment shall not exceed 25% of the total +number of the same class of shares of the Company held by them; the shares held in the +Company shall not be transferred within one year as from the date when the Company +shares have been listed. Such personnel shall not transfer the Company’s shares held within +half a year after they have terminated their employment with the Company. +W h e r et h es h a r e sa r ep l e d g e dw i t h i nt h et i me limit for transfer prescribed by laws or +administrative regulations, the pledgee may not exercise the pledge right within the time +limit for transfer. +SHAREHOLDERS AND GENERAL MEETING +Shareholders +The Company shall establish a register according to the certificates provided by the +securities registration and clearing authorities and the register shall be the ample evidence +that the shareholders hold any shares in the Company. The original copy of the register of +holders of H shares shall be kept in Hong Kong. A duplicate register of shareholders for the +holders of overseas-listed foreign-invested shares shall be maintained at the Company’s +residence, and the appointed overseas agent(s) shall ensure consistency between the original +and the duplicate register of shareholders at a ll times. If there is any inconsistency between +the original and the duplicate register of shareholders for the holders of overseas-listed +foreign-invested shares, the original version shall prevail. The register of members kept in +Hong Kong must be available for inspection by shareholders, but the Company may close +the register of members on terms equivalent to those of section 632 of the Companies +Ordinance (Chapter 622 of the Laws of Hong Kong). A shareholder shall enjoy rights and +assume obligations pursuant to the class of shares held; holders of the same class of share +shall enjoy equal rights and assume equal obligations. +The Shareholders of the Company shall have the following rights: +(i) to receive dividends and other profit distributions according to the number of +shares held; +(ii) to require convening of, convene, preside over, attend or appoint a proxy to +attend general meetings, and exercise thei r corresponding voting right according +to the laws; +(iii) to supervise and manage business operations of the Company and to raise +proposals or address inquiries accordingly; +(iv) to transfer, donate or pledge the shares held by him pursuant to the provisions of +laws, administrative regulations and the Articles of Association; +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 3– + + +--- page 453 --- +(v) to review and copy the Articles of Asso ciation, register, minutes of general +meetings, resolutions of board meetings and financial accounting Reports. A +qualified shareholder may inspect the accounting books and vouchers of the +Company; +(vi) to participate in, upon the Company’s termination or liquidation, the distribution +of the Company’s remaining assets according to the quantity of shares held; +(vii) with respect to shareholders voting against any resolution adopted at the general +meetings on the merger or division of t he Company, the right to demand the +Company to acquire the shares held by them; +(viii) to have other rights conferred in accordance with the laws, administrative +regulations, departmental rules, the regulatory rules of the place where the +Company’s shares are listed or the Articles of Association. +A shareholder who individually or jointly holds more than 3% of the Company’s +shares for over 180 consecutive days may request to inspect the Company’s accounting +books and vouchers by submitting a written request stating the purpose to the Company. If +the Company has reasonable grounds to believe that the shareholder’s request to inspect the +Company’s accounting books and vouchers serves an improper purpose and may harm the +Company’s legitimate interests, it may refuse the inspection. The Company must respond to +the shareholder in writing within 15 days of receiving the written request, providing reasons +for the refusal. If the inspection is denied, the shareholder may file a lawsuit with the +people’s court. +If the contents of a resolution passed at the general meeting or board meeting of the +Company violates relevant the laws or administ rative regulations, the shareholders shall +have the right to submit a petition to the pe ople’s court to render the same as invalid. +If the procedures for convening, or the methods of voting at, a general meeting or +board meeting violate the laws, administrativ e regulations or the Articles of Association, or +the contents of a resolution violate the Artic les of Association, shareholders shall be +entitled to submit a petition to the people’s court to rescind such resolution within 60 days +from the date on which such resolution is passed, except for the circumstances where the +convening procedures and voting ways have only minor flaws and there’s no substantial +impact on resolutions. Shareholders who have not been notified to participate in the general +meeting may file a petition with the people’s court to revoke the resolution within 60 days +from the date when they know or should know that the resolution is made at the general +meeting; if they do not exercise the right to revoke within one year from the date of the +resolution, the revoke right shall be extinguished. +Resolutions of a general meeting or the Board of the Company shall not be established +in any of the following circumstances: +(i) a general meeting or a meeting of the Board was not convened to make the +resolution; +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 4– + + +--- page 454 --- +(ii) the resolution was not voted at a general meeting or a meeting of the Board; +(iii) the number of attenders of the meeting or their voting rights do not meet the +quorum or the number of voting rights as required by the Company Law or the +Articles of Association; +(iv) the number of attenders in favor of the resolution or their voting rights do not +meet the quorum or the number of voting rights as required by the Company Law +or the Articles of Association. +If Directors other than members of the Audit Committee or senior management +members violate the laws, administrative re gulations or the Articles of Association while +performing their duties, causing losses to the Company, shareholder(s) individually or +jointly holding 1% or more of the shares of the Company for more than 180 consecutive +days shall be entitled to request in writing t he Audit Committee to initiate proceedings to +the people’s court. If the members of the Audit Committee violates the laws, administrative +regulations or the Articles of Association wh ile performing their duties, causing losses to +the Company, the aforementioned shareholder(s) may request in writing to the Board to +initiate proceedings to the people’s court. +In the event that the Audit Committee or the Bo ard refuses to initiate proceedings after +receiving the written request of shareholders stated in the foregoing paragraphs, or fails to +initiate such proceedings within 30 days from the date on which such request is received, or +in case of emergency where failure to initiate such proceedings immediately will result in +irreparable damage to the Company’s interes ts, shareholders described in the preceding +paragraphs shall have the right to initiate proceedings to the people’s court directly in their +own names in the interest of the Company. +If any other person infringes upon the lawful rights and interests of the Company, +thereby resulting in the Company incurring any loss, shareholders described in the first +paragraph of this Article may institute legal proceedings to the people’s court in accordance +with the preceding two paragraphs. +If the Directors, Supervisors or senior management members of a wholly-owned +subsidiary of the Company violate the laws, adm inistrative regulations or the Articles of +Association while performing their duties, causing losses to the Company, or if any person +infringes the lawful rights and interests of a wholly-owned subsidiary of the Company and +thus causes losses, a shareholder or shareholders individually or jointly holding over 1% of +the shares of the Company for more than 180 consecutive days, may request in writing, in +accordance with the provisions of the preceding three paragraphs, that the Supervisory +Committee or the Board of the wholly-owned su bsidiary to initiate litigation before the +people’s court, or initiate litigation before the people’s court directly in its or their own +names. +If any director or senior management mem ber violates the laws, administrative +regulations or the Articles of Association, thereby resulting in the shareholders incurring +any loss, the shareholders may institute l egal proceedings in the people’s court. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 5– + + +--- page 455 --- +The shareholders of the Company shall assume the following obligations: +(i) to abide by laws, administrative regulations and the Articles of Association; +(ii) to pay for the shares pursuant to the quantity and the method of subscription; +(iii) not to withdraw their contributed shar e capital except in circumstances allowed +by the laws and regulations; +(iv) not to abuse his rights as a shareholder to damage the Company’s or other +shareholder’s interests; not to abuse the independent legal person status of the +Company and the limited liability of the sh areholders to damage the interests of +creditors; +(v) other obligations as stipulated in laws, a dministrative regulations, departmental +rules, normative documents and listing rules of the stock exchange(s) of the places +where the Company’s shares are listed and the Articles of Association. +Shareholders of the Company who abuse their shareholders’ rights and thereby causing +damage to the Company or other shareholders shall be liable for indemnity according to the +laws. Where shareholders of the Company abuse the independent legal person status of the +Company and the limited liability of sharehol ders for the purpose of evading repayment of +debts, thereby materially impairing the inte rests of the creditors of the Company, such +shareholders shall be jointly and severally liable for the debts owed by the Company. If any +Shareholder conducts any action as specified in the preceding paragraph by using two or +more companies controlled by him/her, each of t he company shall bear joint liability for the +debts of any one of the companies. +Shareholders who hold more than 5% or more voting shares of the Company pledge +any of their shares shall report the same to the Company in writing on the day the fact +occurs. +Controlling shareholders and the de facto controllers of the Company shall not take +advantage of their connected relationship with the Company to act in detriment to the +interests of the Company. If he/she violates th e provisions, causing losses to the Company, +he/she shall be liable for compensation. Any controlling shareholder or de facto controller +of the Company who instructs a Director or a senior management member to engage in an +act detrimental to the interests of the Company or its shareholders shall bear joint and +several liability with such Direc tor or senior man agement member. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 6– + + +--- page 456 --- +General Provisions of General Meeting +The general meeting is the organ of authority of the Company and shall exercise the +following functions and powers according to the laws: +(i) to elect and replace Directors and to determine matters relating to the +remuneration of the Directors; +(ii) to consider and approve reports made by the Board; +(iii) to consider and approve the Company ’s profit distribution plans and loss +recovery plans; +(iv) to resolve on the increase or reductio n of the Company’s registered capital; +(v) to resolve on the issuance of corporate bonds or other securities and listing; +(vi) to resolve on matters such as the merge r, division, dissolution, liquidation or +transformation of corporate form of the Company; +(vii) to amend the Articles of Association; +(viii) to resolve on Company’s appointment or removal of the accounting firm +undertaking audit services of the Company; +(ix) to consider and approve guarantees required by Article 47 of the Articles of +Association; +(x) to consider matters relating to the pur chase and sale of material assets by the +Company (including controlling subsidiari es) within one year valued at more than +30% of the audited total assets of the Company as at the latest period; +(xi) to consider and approve the change in use of proceeds raised; +(xii) to consider equity incentive pla ns and employee stock ownership plans; +(xiii) to consider other matters and transacti ons which, in accordance with the laws, +administrative regulations, departmental rules, regulatory rules of the place where +the Company’s shares are listed and the A rticles of Association, shall be approved +by the general meeting. +The general meeting may authorize the Board to resolve on the issue of corporate +bonds. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 7– + + +--- page 457 --- +The following external guarantees give n by the Company (including controlling +subsidiaries) shall be examined and approved by the general meeting subject to +consideration and approval of the Board: +(i) any guarantee to be provided after the total amount of external guarantee +provided by the Company has reached or exceeded 50% of the audited net assets +for the most recent period; +(ii) any guarantee to be provided after the total amount of external guarantee +provided by the Company has reached or exceeded 30% of the audited total assets +for the most recent period; +(iii) guarantees provided by the Company ’s to others with the amount reaching or +exceeding 30% of the Company’s audited total assets within one year for the most +recent period; +(iv) guarantees to be provided in favor of a guarantee recipient whose gearing ratio +exceeds 70%; +(v) guarantees with a single guaranteed amount in excess of 10% of the audited net +asset value for the most recent period; +(vi) guarantees to be provided in favor of s hareholder, de facto controllers and their +respective connected parties; +(vii) other guarantees as stipulated in laws, regulations, normative documents, +regulatory rules of the place where the Company’s shares are listed and the +Articles of Association. +Where any external guarantee considered and approved in violation of the approval +power or review procedure causes a loss to the Company, the related Directors, senior +management members or any other person held liable shall bear the liability for damages in +accordance with the laws. +General meetings shall be divided into an nual general meeting and extraordinary +general meetings. Annual general meetings are held once every accounting year and within 6 +months from the end of the preceding accounting year. +The Company shall convene an extraordinary general meeting within 2 months after +the occurrence of any one of the following circumstances: +(i) where the number of Directors falls short of the minimum number required by the +Company Law or is no more than two-thirds of the number required by the +Articles of Association; +(ii) where the unrecovered losses of the Company amount to one-third of its total +share capital; +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 8– + + +--- page 458 --- +(iii) where written requests by shareholder( s) individually or jointly holding more than +10% of the total number of the Company’s shares with voting rights; +(iv) where the Board considers it necessary; +(v) where the Audit Committee so request; +(vi) other circumstances stipulated by laws, a dministrative regulat ions, departmental +rules, the regulatory rules of the place where the Company’s shares are listed or +the Articles of Association. +Controlling Shareholders and De Facto Controllers +The Controlling Shareholders and de facto controllers of the Company shall exercise +their rights and fulfil their obligations in accordance with the laws, administrative +regulations, departmental rules, normative do cuments and other provisions of the securities +regulatory authorities where the Company’s shares are listed, and safeguard the interests of +the Company. +The Controlling Shareholders and de facto c ontrollers of the Company shall comply +with the following provisions: +(i) to exercise their rights as shareholde rs in accordance with the law and not abuse +their control or use their connected relationships to prejudice the legitimate +interests of the Company or other shareholders; +(ii) to strictly implement the public statem ents and undertakings made and shall not +change or waive them; +(iii) to fulfil information disclosure obligat ions in strict accordance with the relevant +regulations, to proactively cooperate wi th the Company in information disclosure +and to inform the Company in a timely manner of material events that have +occurred or are proposed to occur; +(iv) not to appropriate the Company’s funds in any way; +(v) not to order, instruct or request the Company and relevant personnel to provide +guarantees in violation of laws and regulations; +(vi) not to make use of the Company’s undisclosed material information to gain +benefits, not to disclose in any way undisclosed material information relating to +the Company, and not to engage in insider trading, short-swing trading, market +manipulation and other illegal and unlawful acts; +(vii) not to prejudice the legitimate rights and interests of the Company and other +shareholders through unfair connected transactions, profit distribution, asset +restructuring, foreign investment or any other means; +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 9– + + +--- page 459 --- +(viii) to ensure the integrity of the Company ’s assets, and the independence of +personnel, finance, organization and business, and not to affect the independence +of the Company in any way; +(ix) other provisions of laws, administrative regulations, departmental rules, +normative documents, other securities regulatory rules of the place where the +Company’s shares are listed and the Articles of Association. +Where a Controlling Shareholder or de facto controller of the Company does not act as +a director of the Company but actually carr ies out the affairs of the Company, the +provisions of the Articles of Association rel ating to the duties of loyalty and diligence of +directors shall apply. +Where a Controlling Shareholder or de facto controller of the Company instructs a +director or senior management to engage in an act that is detrimental to the interests of the +Company or the shareholders, he/she shall be jointly and severally liable with such director +or senior management. +Where a Controlling Shareholder or de fact o controller pledges the shares of the +Company that he/she holds or actually controls , he/she shall maintain the stability of the +Company’s control and production operations. +Where a Controlling Shareholder or de fact o controller transfe rs the shares of the +Company held by him/her, he/she shall comp ly with the restrictive provisions on the +transfer of shares set out in the laws, administrative regulations, departmental rules, +normative documents and securities regulatory rules of the place where the Company’s +shares are listed, as well as his/her undertakin gs in respect of the restriction on the transfer +of shares. +Convening of General Meeting +The Board shall convene the general meet ing on time within the specified period. +Subject to the consent of more than half of all the independent non-executive Directors, the +independent non-executive Directors shall have the right to propose the Board to convene +an extraordinary general meeting. In respect of a proposal by an independent non-executive +Director to convene an extraordinary general meeting, the Board shall give a written reply +on whether or not it agrees to hold such extraordinary general meeting within 10 days after +receipt of the request, in accordance with laws , administrative regulations, the regulatory +rules of the place where the Company’s shares are listed and the Articles of Association. If +the Board agrees to convene the extraordinary general meeting, a notice for convening such +meeting shall be issued within five days after the date of the resolution of the Board. If the +Board does not agree to convene such extraordinary general meeting, reasons shall be +explained and the announcement shall be made. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 1 0– + + +--- page 460 --- +The Audit Committee shall have the right to propose to the Board to convene an +extraordinary general meeting, and shall propose to the Board in writing. The Board shall +give a written reply on whether or not it agrees to hold such extraordinary general meeting +within 10 days after receipt of the request, in accordance with laws, administrative +regulations, the regulatory rules of the place where the Company’s shares are listed and the +Articles of Association. If the Board agrees to convene the extraordinary general meeting, a +notice for convening such meeting shall be i ssued within five days after the date of the +resolution of the Board, and any changes to the original proposal contained in the notice +shall be subject to the approval of the Audit Committee. If the Board does not agree to +convene such extraordinary general meeting, or fails to give a response in writing within ten +days after receipt of the proposal, the Board shall be deemed to be unable to or have failed +to perform its duty to convene the general meeting, and the Audit Committee shall have the +right to convene and preside over such meeting on its own. +Shareholder(s) individually or jointly holding 10% or more of the total number of the +Company’s shares with voting rights shall have the right to request the Board to hold an +extraordinary general meeting and to include p roposals in the agenda of the meeting, which +shall be submitted in writing to the Board. The Board shall give a written reply on whether +or not it agrees to hold such extraordinary general meeting within 10 days after receipt of +the written request, in accordance with laws, ad ministrative regulations, the regulatory +rules of the place where the Company’s shares are listed and the Articles of Association. If +the Board agrees to convene the extraordinary general meeting, a notice for convening such +meeting shall be issued within five days after the date of the resolution of the Board and any +changes to the original proposal contained in the notice shall be subject to the approval of +the relevant shareholders. If the Board does not agree to convene such meeting, or fails to +give a response within ten days after receipt of the request, shareholder(s) individually or +jointly holding 10% or more of the shares of the Company shall have the right to request +the Audit Committee to convene an extraordinar y general meeting and to include proposals +in the agenda of the meeting, which shall be subm itted in writing to the Audit Committee. If +the Audit Committee agrees to convene an ext raordinary general meeting, a notice for +convening such meeting shall be issued within five days after receipt of the request and any +changes to the original request contained in the notice shall be subject to the approval of the +relevant shareholders. If the Audit Committee fails to issue a notice convening the general +meeting by the prescribed period, the Audit C ommittee shall be deemed to refuse to convene +and preside over such meeting, and sharehold er(s) individually or jointly holding 10% or +more of the shares of the Company for no less than 90 consecutive days shall have the right +to convene and preside over the meeting on their own. +Proposals and Notices of the General Meeting +The substance of the motion proposed shall fall within the terms of reference of the +general meeting, with clear subjects for discu ssion and specific issues for resolution and in +compliance with the relevant provisions of th e laws, administrative regulations and the +Articles of Association. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 1 1– + + +--- page 461 --- +Whenever the Company convenes a general meeting, the Board, the Audit Committee +and shareholder(s) individually or jointly holding 1% or more of the total number of the +Company’s shares shall have the right to propose motions to the Company. +Shareholder(s) individually or in aggregate holding 1% or more of the total number of +the Company’s shares shall have the right to submit an interim proposals in writing to the +convener 10 days prior to the general meeting. The interim proposals shall have clear +subjects for discussion and specific issues f or resolution. The convener shall serve a +supplementary notice of general meeting by announcement within two days after receipt of +the proposals which shall contain contents of the interim proposals, and submit the interim +proposal to the general meeting for consideration, unless the interim proposals violate the +laws, administrative regulations or provisions of the Articles of Association, or do not fall +within the functions and powers of the general meeting. The Company shall not increase the +shareholding of shareholders who submit the interim proposal. +Save as specified in the preceding paragraph, the convener, after issuing the notice of +the general meeting, shall neither revise the proposals stated in the notice of general +meetings nor add new proposals. Proposals not set out in the notice of general meeting or +not complying with the provisions of the Articles of Association shall not be voted on or +resolved at the general meeting. +The convener shall notify all the shareholders of an annual general meeting by way of +announcement at least 21 days prior to the convening thereof, and shall notify all the +shareholders of an extraordinary general meeting by way of announcement at least 15 days +prior to the convening thereof. The aforesaid duration shall not include the date on which +the meeting is convened. If laws, regulations and the securities regulatory authorities where +the Company’s shares are listed stipulate otherwise, such provisions shall prevail. +Notice of a general meeting shall include the following particulars: +(i) the time, venue and duration of the meeting; +(ii) the matters and proposals submi tted to the meeting for consideration; +(iii) contain a clear statement that all ord inary shareholders (i ncluding preferred +shareholders with the resumed voting ri ght) are entitled to attend the general +meeting and they may appoint one or more proxies in writing to attend and vote +on his behalf and that such proxy may not be shareholders of the Company; +(iv) the equity registration date of shareho lders entitled to attend the general meeting; +(v) the name and telephone number of the regular contact person of the meeting; +(vi) the time and procedures for voting by internet or other means; +(vii) other requirements stipulated by laws, administrative regulations, departmental +rules, the regulatory rules of the place where the Company’s shares are listed and +the Articles of Association. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 1 2– + + +--- page 462 --- +The notice and the supplementary notice of the general meeting shall fully and +completely disclose all the spec ific content of all proposals. +Upon issuance of the notice of a general meet ing, the general meeting shall neither be +postponed nor canceled without proper reasons. Proposals listed in such notice shall not be +canceled. Once a postponement or cancellation occurs, the Company or the convener shall +publish an announcement and specify the cause in accordance with laws, regulations and +securities regulatory rules of the place where the Company’s shares are listed. +Convening of the General Meeting +All shareholders recorded in the register of shareholders on the equity registration date +or their proxies shall be entitled to attend the general meeting, and speak and exercise the +voting rights at general meeting in accordance with the relevant laws, regulations, the listing +rules of the stock exchange of the place where the Company’s shares are listed and the +Articles of Association (unless the shareholder waives its voting right in respect of a specific +matter in accordance with relevant regulatio ns, for example, that the shareholder holds a +substantial interest in a specific tran saction or arrangement being voted on). +A shareholder may attend the general meeting in person, and may also appoint a proxy +to attend and vote on his behalf. Each shareholder is entitled to appoint a proxy, but such +proxy may not be a shareholder of the Company. If the shareholder is a recognized clearing +house (or its proxy) as defined in the relevant regulations enacted by Hong Kong from time +to time, the shareholder may authorize one or more persons as he/she thinks fit to act as +his/her proxy at any general meeting. +Individual shareholders attending the meeting in person shall present their identity +cards or other effective document or proof of identity. If a proxy is appointed to attend the +meeting on his/her behalf, the proxy shall present his/her own valid proof of identity and +the power of attorney of the shareholder . Shareholder that is a legal person shall be +represented at the meeting by its legal repre sentative or a proxy appointed by the legal +representative. If legal representatives attend the meeting shall present his/her identity card +and valid certificate evidencing his/her capacity as a legal representative; if a proxy is +appointed to attend the meeting, such proxy shall present his/her identity card and a written +power of attorney duly issued by the legal representative of the shareholder that is a legal +person or form of proxy appointment. If a shareholder that is a legal person has appointed +a proxy to attend any meeting, he/she shall be deemed to attend himself/herself (unless if a +shareholder is a recognized clearing house ( or its proxy) as is defined in the relevant +ordinances enacted from time to time under the laws of Hong Kong). If a shareholder is a +recognized clearing house (or its proxy) as is defined in the relevant ordinances enacted +from time to time under the laws of Hong Kong), it may, as it thinks fit, appoint corporate +representative(s) or one or more persons as its proxies at any general meeting. However, if +more than one person is appointed, the power of attorney or the instrument of proxy shall +specify the number and class of the shares rela t i n gt ow h i c he a c hs u c hp r o x yi sa u t h o r i z e d , +and shall be executed by the authorized person o f the recognized clearing house. The person +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 1 3– + + +--- page 463 --- +so authorized may attend the meeting on behal f of the recognized clearing house (or its +proxy) (without being required to present share certificate, notarized authorization and/or +further evidence to prove that he/she is duly authorized) to exercise the rights equivalent to +those of other shareholders under the law (including the rights to speak and vote) as if +he/she was an individual shareholder of the Company. +The convener shall verify the legitimacy o f the shareholders’ qualifications based on +the register of shareholders provided by the secu rities registration and clearing authorities, +and register the names of the shareholders together with the numbers of voting shares +represented. The registration of the meeting shall be closed until the chairman of the +meeting announces the number of shareholders and proxies present at the meeting and the +total number of shares with voting rights. +Where the general meeting requires Directors and senior management members to +attend the meeting, the Directors and senior management members shall attend the meeting +and answer the inquiries of shareholders. +The general meeting shall be presided over by the chairman of the Board. Where the +chairman of the Board is unable to discharge or fails to discharge his/her duties, the meeting +shall be chaired and presided over by the vice chairman of the Board (if there are two or +more vice chairmen, the one elected by more th an one half of the Directors). Where the vice +chairman of the Board is unable to discharge or fails to discharge his/her duties, half or +more of the Directors shall designate a Director to preside over the meeting. If a general +meeting is convened by the Audit Committee on its own, the convenor of the Audit +Committee shall preside over the meeting. If the convenor is unable or fails to discharge +his/her duties, the meeting shall be presided over by a member of the Audit Committee +n o m i n a t e db yam a j o r i t yo fA u d i tC o m m i t t e e .I fag e n e r a lm e e t i n gi sc o n v e n e db yt h e +shareholders themselves, the meeting shall be presided over by the convener or a +representative nominated by him/her. When a general meeting is convened, if the +chairman of the meeting contravenes the Rul es of Procedures for general meetings, +rendering the meeting impossible to proceed, with the consent from half or more of the +attending shareholders with voting rights, one person may be nominated at the general +meeting to serve as the chairman and the meeting may proceed. +The Company shall formulate the rules of procedures for general meeting specifying +the summoning, convening and voting procedures of general meeting, including notice, +registration, deliberation of and voting on proposals, votes counting, announcement of +voting results, drafting of meeting resolutions, meeting minutes and their signature, +announcements and other content, as well as the principle of delegation of powers to the +Board by the general meeting, and the content of delegation shall be clear and specific. The +rules of procedures for the general meeting shall be attached hereto as an appendix, and +formulated by the Board and approved by the general meeting. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 1 4– + + +--- page 464 --- +Voting and Resolutions at General Meetings +The resolutions of the general meeting shall be divided into ordinary resolutions and +special resolutions. An ordina ry resolution made by the general meeting shall be passed by +more than half of the votes held by the shareholders (including proxies of shareholders) +attending the general meeting. A special resolution made by the general meeting shall be +passed by a two-thirds majority of the votes held by the shareholders (including proxies of +shareholders) attending the general meeting. +The following matters shall be resolved at the general meeting through ordinary +resolutions: +(i) work reports of the Board; +(ii) plans of profits distribution and loss recovery schemes proposed by the Board; +(iii) appointment and dismissal of the memb ers of the Board, (including the removal +of a director before the expiration of his/her term of office, without prejudice to +any claim for damages that the director may have under any contract) and +decision on remuneration and payment methods thereof; +(iv) appointment and dismissal of accounting firms that provides regular audit +services to the Company, and decision on remuneration and payment methods +thereof; +(v) other matters other than those that are required to be adopted by way of special +resolution by laws, administrative regulations, the listing rules of the stock +exchange where the Company’s shares are listed or the Articles of Association. +The following matters shall be passed by way of a special resolution at a general +meeting: +(i) increase or reduction in the registered capital of the Company; +(ii) spin-off, split, merger, dissolution and liquidation of the Company; +(iii) amendment to the Articles of Association (in whatever form); +(iv) matters on purchase or sale of material assets or provision of external guarantee +with an amount of more than 30% of the Company’s audited total assets value for +the most recent period within one year; +(v) share incentive scheme; +(vi) other matters stipulated by laws, adminis trative regulations, departmental rules, +listing rules of the stock exchange where the Company’s shares are listed or the +Articles of Association, and specified by ordinary resolutions of the general +meeting that are considered to be significant to the Company and shall be +approved by special resolutions. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 1 5– + + +--- page 465 --- +Shareholders (including proxies of shareholders) shall exercise the voting rights with +respect to the number of voting shares represented by them, and each share shall have one +vote. When voting at a general meeting, shareholders (including proxies of shareholders) +who are entitled to two or more votes are not required to vote for, against or abstain all of +their votes. +When material issues affecting the interests of minority investors are considered at a +general meeting, the votes of minority investors shall be counted separately. The separate +voting results shall be promptly disclosed in accordance with the laws, administrative +regulations, departmental rules, listing rules of the stock exchange where the Company’s +shares are listed or the Articles of Association. +Shares held by the Company do not carry voting rights, and shall not be counted in the +total number of voting shares represented by shareholders present at a general meeting. +Where the laws, administrative regulations , departmental rules, listing rules of the +stock exchange where the Company’s shares are listed require any shareholder 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 shareholders or their proxies in +contravention of such requirements or restrictions shall not be counted. +When the related or connected transactions are considered at the general meeting, the +related or connected shareholders and their associates (as defined in the Hong Kong Listing +Rules) shall abstain from voting, and the number of voting shares represented by them shall +not be counted in the total number of valid votes. The resolution announcement of the +general meeting shall fully disclose the voting results of the unrelated or unconnected +shareholders and other contents required by th e rules of securities regulation in the place +where the Company’s shares are listed. Before the related or connected transactions are +considered at the general meeting, the Com pany shall determine the scope of connected +shareholders in accordance with relevant laws, regulations and normative documents. +Related or connected persons or their authorized representatives may attend the general +meeting and may express their views to the sha reholders present in accordance with the +procedures of the general meeting, but shall recu se themselves from voting. If the related or +connected persons do not recuse themselves from voting, other shareholders attending the +meeting shall have the right to request them to recuse themselves from voting. After the +avoidance of the related or connected persons, other shareholders shall vote according to +their voting rights and adopt the corresponding resolution in accordance with the +provisions of the Articles of Association; the presider shall announce the number of +shareholders and proxies other than the related or connected persons present at the meeting +and the total number of shares with voting rights. Ordinary resolutions on related or +connected transactions shall be passed by unrelated or unconnected shareholders holding +over half of the shares with voting rights present at the general meeting; and special +resolutions shall be passed by related or unconnected shareholders holding over two-thirds +of the shares with voting rights present at th e general meeting. If a related or connected +person or its close associate participates in the voting in violation of this Article, his/her +vote on relevant related or connected transactions shall be invalid. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 1 6– + + +--- page 466 --- +DIRECTORS AND THE BOARD OF DIRECTORS +Directors +Directors of the Company shall be natural persons, and none of the following persons +may serve as a Director of the Company: +(i) a person without capacity or with limited capacity for civil acts; +(ii) a person who was sentenced to criminal punishment for the crime of corruption, +bribery, encroachment or embezzlement of property or disruption of the order of +socialist market economy; or a person who was deprived of his/her political rights +for committing a crime and not more than 5 years has elapsed since the expiration +of the enforcement period; or a person who was given a suspended sentence and +not more than 2 years has elapsed since the expiration of the suspended sentence; +(iii) a director, factory director or gen eral manager of a company or enterprise +liquidated upon bankruptcy that was personally responsible for the bankruptcy of +the Company or enterprise, and not more than 3 years has elapsed since the date +of completion of the bankruptcy liquidation; +(iv) the legal representatives of a company or enterprise that had its business licenses +revoked and had been closed down by order for violation of law, for which such +representatives bear individual liab ility, and not more than 3 years has elapsed +since the date of revocation of such business licenses; +(v) a person who is listed as a defaulter by a people’s court since he/she owes a large +amount of debts due and unsettled; +(vi) a person who is imposed by the CSRC a ban from entering into the securities +market for a period which has not yet expired; +(vii) a person who has been publicly identi fied by the stock exchange as being +unsuitable to serve as Directors or senior management members of listed +companies for a period which has not yet expired; +(viii) any other circumstances as prescribed by the laws, administrative regulations, +departmental rules, normative documents, listing rules of the stock exchange +where the Company’s shares are listed or relevant regulatory authorities. +Elections, appointments or employment of Directors in violation of the preceding +paragraphs of this Article shall be invalid. In the event that the circumstances as stipulated +in this Article arise during the term of appointment of Directors, the Company shall dismiss +the appointment and terminate the performance of duties. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 1 7– + + +--- page 467 --- +Directors shall be elected or replaced at the general meeting and may be removed by +the general meeting before the expiration of their term of office, with the removal taking +effect on the date of the resolution. If a Di rector is removed from office before the +expiration of his/her term without just cause, the Director may claim compensation from +the Company. A Director shall serve a term of three years and can be re-elected upon the +expiry of the tenure. +The term of office of a Director shall start from the date on which the Director assumes +office to the expiration of the term of office of the current Board. If the term of office of a +Director expires but re-election is not made in a timely manner, the said Director shall +continue to perform the duties as Director pursuant to laws, administrative regulations, +departmental rules, the listing rules of the stock exchange where the Company’s shares are +listed and the Articles of Associati on until a new Director is elected. +If a Director resigns, he/she shall notify the company in writing, and the resignation +shall take effect on the date the Company receives the notice. However, under the +circumstances specified in the preceding parag raph above, the Director shall continue to +perform their duties. +A Director may be the general manager or other senior management members +concurrently, provided that the total number of Directors who concurrently serve as the +general manager or other senior management members and Directors who are employee +representatives shall not exceed half of t he total number of Directors of the Company. +Directors shall abide by laws, administrati ve regulations, departmental rules, the +listing rules of the stock exchange where the Com pany’s shares are listed and the Articles of +Association, take measures to avoid the conflict between their own interests and those of +the Company and may not seek any improper interests by taking advantage of their powers, +and shall have the following duty of loyalty to the Company: +(i) shall not abuse their authority by accep ting bribes or other illegal income, and +shall not encroach on the Company’s property; +(ii) shall not misappropriate company funds; +(iii) shall not deposit Company’s assets or funds into accounts held in their own names +or in the name of any other individual; +(iv) shall not conclude any contract or engage in any transaction with the Company in +violation of the Articles of Association. Where any Director directly or indirectly +concludes a contract or conducts a transaction with the Company, he/she shall +report the matters relating to the conclusion of the contract or transaction to the +Board of Directors or the general meeting. Such matters shall be subject to the +resolution of the Board of Directors or the general meeting according to the +Articles of Association. This also applies when the close family members of the +Directors, the enterprises directly or indirectly controlled by the Directors or their +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 1 8– + + +--- page 468 --- +close family members, and the relate d persons who have other related +relationships with the Directors enter into contracts or conduct transactions +with the Company; +(v) shall not take advantage of duty to seek business opportunities for themselves or +others that would have been directed to the company, unless such act has been +reported to and approved by the board of directors or the general meeting in +accordance with the articles of association or the company is unable to take the +business opportunity in accordance wi th applicable laws, administrative +regulations, and the articles of association; +(vi) not to engage in business similar to that of the Company for himself/herself or +others, unless such act has been reported to and approved by the Board or the +general meeting in accordance with the Articles of Association; +(vii) not to receive as their own commission f or transactions between others and the +Company; +(viii) not to disclose secrets of the Company without authorization; +(ix) not to damage the interests of the Compa ny by taking advantage of his/her related +or connected relationship; +(x) other fiduciary duties stipulated by laws, administrative regulations, and +departmental rules and the Articles of Association. +The income obtained by the Directors in violation of this Article shall be returned to +the Company. If losses are caused to the Company, they shall be liable for compensation. +Where the Board resolves on a matter specified in items (iv), (v) and (vi) of this Article, +the interested Directors shall not participate in the voting and their voting rights shall not +be counted towards the total number of voting rights. If less than three uninterested +Directors attend the Board meeting, the matte r shall be submitted to the general meeting for +consideration. +The Directors shall comply with the laws, administrative regulations and the Articles +of Association and shall fulfill their oblig ations with reasonable care generally due to +managers in the best interests of the Company, and shall diligently perform the following +obligations to the Company: +(i) to exercise prudently, conscientiousl y and diligently the rights granted by the +Company to ensure that the Company’s com mercial activities are in compliance +with the laws, administrative regulations and the requirements of economic +policies of China and that its commercial act ivities are within the scope stipulated +in the business license; +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 1 9– + + +--- page 469 --- +(ii) to treat all shareholders fairly; +(iii) to understand the operation and man agement of the Company in a timely manner; +(iv) to approve regular reports of the Company in written form and to ensure the +integrity, accuracy and completeness of the information disclosed by the +Company; +(v) to provide all relevant information and materials required by the Audit +Committee and shall not intervene the performance of duties of the Audit +Committee; +(vi) other diligence obligations required by laws, administrat ive regulations, +departmental rules, the Articles of Association and regulatory rules of the place +w h e r et h eC o m p a n y ’ ss h a r e sa r el i s t e d . +Where a controlling shareholder and a d e facto controller who does not act as a +Director of the Company but actually handles the affairs of the Company, the relevant +provisions on the preceding article and this article shall apply thereto. +Directors may resign before the expiration of their term of office. The resigning +Director shall submit a written resignation repo rt to the Board, and the Board shall disclose +the relevant information within two days. In th e event that the resignation of any Directors +results in the number of members of the Board o f the Company being less than the statutory +minimum requirement, the said Director shall continue to perform duties as Director +pursuant to the laws, administrat ive regulations, departmental rules, regulatory rules of the +place where the Company’s shares are listed and the Articles of Associat ion until the elected +Director assumes his/her office. The Board sh all convene an extraordinary general meeting +as early as possible to elect the Director an d fill up the vacancy resulting from the said +resignation. Subject to the relevant laws and regulations of the place where the Company’s +shares are listed, if the Board appoints a new Director to fill a casual vacancy or as an +additional Director, the term of appointed Director shall expire at the next annual general +meeting of the Company after his/her appo intment and he/she shall be eligible for +re-election. All Directors appointed to fill a c asual vacancy should be subject to election by +shareholders at the first annual general meeting after appointment. Save for the +circumstances referred to in the preceding paragraph, the Director’s resignation takes +effect upon delivery of his/her resignation report to the Board. +The Company has established a management sy stem for director resignations, clearly +specifying the accountabilit y and compensation measures for unfulfilled public +commitments and other outstanding matters. A Director whose resignation takes effect +or whose term of office expires shall complete all formalities of transfer to the Board, and +his/her duty of loyalty to the Company and the shareholders shall not be discharged after +the expiration of his/her term of office and s hall remain effective for 3 years after the +effectiveness of resignation or expiration of his/her term of office. After the effectiveness of +the resignation of a Director or the expiration of his or her term of office, his or her +obligation to keep in confidence the trade secrets of the Company shall survive the +termination of his or her term of office, and such Director shall not conduct any business +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 2 0– + + +--- page 470 --- +t h es a m ea so rs i m i l a rt ot h a to ft h eC o m p a n yby making use of the key technology of the +Company. The continuation period of the other obligations shall be determined in +accordance with the principle of fairness, ta king into account of the lapse between the +occurrence of relevant event and his or her departure and the circumstance and condition +under which his or her relation with the Company is terminated. +Save as specified in the Articles of Association or legally authorized by the Board, no +Director shall act on behalf of the Company or the Board in his/her own name. If a Director +acts in his/her own name but a third party ma y reasonably think that the said Director is +acting on behalf of the Company or the Board, the said Director shall make a prior +statement of his/her standpoint and capacity. +Independent non-ex ecutive Directors shall earnestly fulfill their responsibilities in +accordance with the relevant provisions of law s, administrative regulations, departmental +rules, listing rules of the stock exchange where the Company’s shares are listed. They shall +play a role in participating in decision-making, supervising and balancing, and providing +professional advice in the Board to maintain the overall interests of the Company and +protect the legitimate rights and interests of minority shareholders. An independent +non-executive Director may tender resignation before the expiry of his or her term of office. +If at any time the Company’s independent non-executive Directors do not meet the +requirements specified by the regulatory rul es of the place where the Company’s shares are +listed, the Company must announce and rectify the situation in accordance with the +requirements of the regulatory authority or the regulatory rules of the place where the +Company’s shares are listed. +Board of Directors +The Company shall have a Board which shal l be accountable to the general meeting. +The Board consists of 9 Directors, with one chairman of the Board. Among them, at +least three shall be independent non-executive Directors and shall not be less than one-third +of the number of Directors of the Company. At least one of the independent non-executive +Director must have appropriate accounting or related financial management expertise, or +appropriate professional qualifications , as defined by the stock exchange where the +Company’s shares are listed. With respect to the system of independent non-executive +directors, if not provided for in this Articles, the relevant provisions of the relevant laws, +administrative regulations and the listing rules of the stock exchange where the Company’s +shares are listed shall be followed. +The Board exercises the following powers and duties: +(i) to convene a general meeting and submit a work report to such meeting; +(ii) to implement the resolutions of a general meeting; +(iii) to decide on the operation plan and investment scheme of the Company; +(iv) to prepare the profit distribution plan and loss recovery plan of the Company; +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 2 1– + + +--- page 471 --- +(v) to prepare the plan for the Company to increase or reduce its registered capital, +issuance of bonds or other securities and listing plans; +(vi) to formulate plans for material acquisitions, purchase of shares of the Company, +or merger, division, dissolution and transformation of the Company; +(vii) to decide on the Company’s outbound investments, acquisition and sale of assets, +pledge of assets, external guarantees, ent rusted financial management, related or +connected transactions and external donat ions within the scope of authorization +of the general meeting; +(viii) to decide on the establishment of the internal management organizations of the +Company; +(ix) to appoint or dismiss the manager of t he Company, the Secretary of the Board +and their remuneration; to appoint or dismiss the senior management members +including the deputy general manager and the chief financial officer of the +Company based on the nominations made by the general manager, and to +determine their remunerations, incentives and punishments; +(x) to establish a basic management system of the Company; +(xi) to prepare plans to amend the Articles of Association; +(xii) to manage information disclosure by the Company; +(xiii) to make the proposal of engaging or replacing an accounting firm to the general +meeting; +(xiv) to receive the report by the general manager of the Company and review the work +performance of the general manager; +(xv) to consider and approve transactions (including, but not limited to, disclosable +transactions and related or connected transactions) that are required to be +decided by the Board in accordance with the regulatory rules of the place where +the Company’s shares are listed; +(xvi) other functions conferred by the laws, administrative regulations, departmental +rules, listing rules of the stock exchange where the Company’s shares are listed, +and the Articles of Association or the general meeting. +Except for items (v), (vi) and (xi), and other m atters required by laws, administrative +regulations, departmental rules, the listing rules of the stock exchange where the Company’s +shares are listed and the Articles of Association, which shall be passed with the approval of +more than two-thirds of the Directors, ma tters resolved by the Board in the preceding +paragraph may be passed with the approval of more than half of the Directors. +Matters exceeding the scope of authorization by the general meeting shall be submitted +to the general meeting for consideration. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 2 2– + + +--- page 472 --- +The Board shall have 1 chairman, who shall be elected and dismissed by a majority of +the directors. The term of office of the chairma n shall be three years and may be re-elected. +The chairman of the Board shall exercise the following powers and duties: +(i) to preside over the general meeting and convene and preside over the Board +meetings; +(ii) to supervise and examine the implementation of the resolutions of the Board; +(iii) to sign securities issued by the Compa ny, important documents of the Board, and +other documents required to be signed by the chairman of the Board; +(iv) to nominate any candidate for the position of general manager to the Board for +discussion and voting; +(v) in case of emergency circumstances of force majeure events such as extraordinary +natural disasters, to exercise special disposal powers in compliance with legal +r e q u i r e m e n t sa n di nt h ei n t e r e s t so ft h eC o m p a n yw i t hr e g a r dt oa f f a i r so ft h e +Company and provide post event reports to the Board and the general meeting; +(vi) to exercise other duties and powers conferred by the board of directors. +If the chairman of the Board is unable or fails to perform his/her duties, more than half +the directors may elect one of the directors to act on his/her behalf. +The Board meetings shall be held at least four times a year, approximately quarterly, +and are convened by the chairman, who shall give written notice (including personal +delivery, facsimile, and e- mail) to all Directors 14 days prior to the meeting. +Shareholders representing more than one-tenth of the voting rights, and more than +one-third of the Directors or the Audit Committee may propose an extraordinary Board +meeting. The chairman of the Board shall convene and preside over an extraordinary Board +meeting within 10 days after receiving the pr oposal. No regular meeting of the Board shall +be held by means of written circulation for signing. +A Board meeting shall be attended by more than one half of the Directors. Save as +otherwise specified in the Articles of Association, resolutions made by the Board must be +passed by more than half of all Directors. As for the voting on a Board resolution, each +director shall have one vote. +If any Director has connection with the ente rprise involved in the resolution made at a +Board meeting, the said Director shall prompt ly report in writing to the Board. Directors +with connected relationships shall not vote on the said resolution for himself or on behalf of +another Director. The Board meeting may be held when more than half of the +non-connected (related) Directors attend the meeting. The resolution of the Board +meeting shall be passed by more than half of the non-connected (related) Directors; while +resolutions requiring approval of over two-thirds of the Board of Directors shall be passed +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 2 3– + + +--- page 473 --- +by over two-thirds of the non-connected (related) Directors. If the number of +non-connected (related) Directors attending t he meetings is less than three, the issue shall +be submitted to the general meeting for consideration. +A Director shall attend each Board meeting in person, or if he/she is unable to attend +the meeting due to any reason, he/she may entrust any other Director in writing to attend +on behalf of him/her. Such instrument of proxy shall specify the name of proxy, matters +authorized, powers delegated and validity term, among others, and be signed or stamped by +the principal. A Director attending a meeting as the proxy of another director shall exercise +the rights of a director within the powers delegated by the principal. A Director shall not +make or accept the appointment or carte b lanche without any voting intent on the +resolutions, or any appointments that are not well defined. At the time of considering +connected (related) party transactions, a non-c onnected (related) Director shall not entrust +connected (related) Directors to attend the meeting on his/her behalf. Any Director who +fails to attend a Board meeting in person or by proxy shall be deemed to have waived +his/her voting rights at such meeting. +Independent Director +Independent directors shall diligently per form their duties in accordance with laws, +administrative regulations, departmental rules, normative documents, the regulatory rules +of the place where the Company’s shares are listed, and the Articles of Association. They +shall play their roles in participating in deci sion-making, supervision and balancing and +professional consultancy in the Board, safeguarding the overall interests of the Company +and protecting the lawful rights and interests of minority shareholders. +The independent directors must be independent. The following persons shall not serve +as independent directors: +(i) persons employed by the Company or its subsidiaries and their immediate family +members and major social connections (imm ediate family members shall include +spouses, parents, children etc.; and major so cial connections shall include siblings, +parents-in-law, sons/daughters-in-law, spo uses of siblings, siblings of spouse etc.); +(ii) natural person shareholders as wel l as their immediate family members who +directly or indirectly hold more than 1% of the issued shares (excluding treasury +shares) of the Company or who are ranked as the top ten shareholders of the +Company; +(iii) persons holding positions at entities which are such shareholders of the Company +directly or indirectly holding more than 5% of the issued shares of the Company +or which are ranked as the top five shareholders of the Company and their +immediate family members; +(iv) persons holding positi ons at subsidiaries of the cont rolling shareholders or de +facto controllers of the Company and their spouses, parents and children; +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 2 4– + + +--- page 474 --- +(v) persons involved in substantial busines s dealings with the controlling shareholders +or de facto controllers of the Company or their respective subsidiaries or persons +holding positions at entities involved in substantial business dealings and their +controlling shareholders or de facto controllers; +(vi) persons providing services such as financial, legal, consulting or sponsorship to +the Company and its controlling shareho lder, de facto controllers or their +respective subsidiaries, including but not limited to all members of project teams, +vetting personnel at all levels, personnel un dersigning reports, partners, directors, +senior management and principal officers of the agencies providing the services; +(vii) persons who have satisfied the conditions stated in the above six paragraphs +within the most recent year; +(viii) the person who has acquired an interest in any securities of the Company by way +of gift or other financial assistance from the Company or its core connected +persons (except for permitted exceptions under the Hong Kong Listing Rules); +(ix) the person is a director, partner or principal of a professional consultancy agency +that is providing services to the following companies/persons or did so within two +years before being appointed, or is an employee of a professional consultancy +agency that is engaged in providing relevant services or did so during the same +period: 1. the Company, its holding companies or any of their respective +subsidiaries or core connected persons; 2. any person who was once the +controlling shareholder of the Company within two years prior to the date of +the proposed appointment of such person as an independent director, or if the +Company has no controlling shareholde r, any person who was once a chief +executive officer or director of the Company (independent director) or any of his +close associates; +( x ) s u c hp e r s o nh a so rh a ds u b s t a n t i a li n t erests in any main business activities of the +Company, its holding companies or any of their respective subsidiaries, or is +involved or had involved in major commercial transactions with the Company, its +holding companies or any of their respective subsidiaries, or with any core +connected person of the Company, either currently or within one year prior to the +date of the proposed appointment of such person as an independent director; +(xi) such person serves as a member of the Board in order to protect a certain entity +whose interest is different from the interests of shareholders as a whole; +(xii) such person is, or once was (within two years prior to the date of the proposed +appointment as an independent director), connected with any Director, chief +executive officer or substantial shareholder of the Company (as detailed in Hong +Kong Listing Rules); +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 2 5– + + +--- page 475 --- +(xiii) such person is (or once was within two y ears prior to the date of the proposed +appointment as a director) an executi ve officer or a director (other than an +independent director, as defined in the Hong Kong Listing Rules) of the +Company, its holding companies or any of their respective subsidiaries or any +core connected persons of the Company; +(xiv) such person or his/her immediate family members is financially dependent on the +Company, its controlling shareholder or an y of their respective subsidiaries or the +core connected persons of the Company; and +(xv) Any factors that may affect his/her indep endence (including but not limited to the +conditions set out in the Hong Kong Listing Rules). +When determining the director’s independence, the same factors should also apply to +the director’s immediate family members (imm ediate family member refers to such person’s +spouse, such person (or his/her spouse’s) child or step-child, natural or adopted, under the +age of 18 years). +Independent directors shall conduct an annual self-examination of independence and +submit the self-examination to the Board. The Board shall evaluate and issue a special +opinion on the independence of the incumbent independent directors on an annual basis, +which shall be disclosed at the same ti me as the annual report (if necessary). +An independent director of the Company shall meet the following basic requirements: +(i) having the qualifications as a directo r of listed companies in accordance with +laws, administrative regulations, the listing rules of the stock exchange where the +Company’s shares are listed and other relevant provisions; +(ii) having the independence as required by Article 128 of the Articles of Association +and the listing rules of the stock exchange where the Company’s shares are listed; +(iii) perform his/her duties independentl y, without being influenced by the Company +and its substantial shareholders and de facto controller, or other entities or +individuals who may be interested in the Company; +(iv) possessing basic knowledge of the oper ation of a listed company, and be familiar +with relevant laws, regulations, regulatory documents and rules; +(v) have at least five years of work experience in legal or economic field or other fields +indispensable for performing the duties of independent directors; +(vi) having good personal morality, and no major breach of trust or other bad records; +(vii) other conditions as provided by relevant laws, administrative regulations, +departmental rules, regulatory rules o f the place where shares of the Company +are listed, the Articles of Association and the rules for independent directors. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 2 6– + + +--- page 476 --- +As members of the Board, independent di rectors assume loyalty and diligence +obligations to the Company and all shareholders, and prudently fulfill the following duties: +(i) participating in the decision-making of the Board and express a clear opinion on +the matters under consideration; +(ii) supervising potential material conflicts of interest between the Company and its +controlling shareholders, de facto contro llers, Directors and senior management +members, and protecting the legitimate rights and interests of minority +shareholders; +(iii) providing professional and objectiv e advice on the Company’s operation and +development, and promoting the enhan cement of the Board’s decision-making +level; +(iv) other duties prescribed by laws, admini strative regulations, departmental rules, +regulatory documents, regulatory rules of the place where shares of the Company +are listed and the Articles of Association. +Independent directors exercise the following special powers: +(i) engaging an independent intermediary agency to audit, consult or verify the +specific matters of the Company; +(ii) proposing to the Board to convene an Extraordinary General Meeting; +(iii) proposing to convene a Board meeting; +(iv) soliciting shareholders’ rights pub licly from shareholders according to law; +(v) expressing independent opinions on matters that may harm the rights and +interests of the Company or minority shareholders; +(vi) other functions and powers stipulated in laws, administrative regulations, +departmental rules, regulatory docu ments and the Articles of Association. +When an independent director exercises the functions and powers listed in Items (i) to +(iii) of the preceding paragraph, he or she shall obtain the consent of majority of all +independent directors. +If an independent director exercises the p owers listed in Items (i), the Company will +disclose in timely manners (if necessary). If above functions and powers cannot be exercised +normally, the Company will disclose th e details and reasons (if necessary). +The following matters shall be submitted to the Board for consideration after being +approved by majority of all independent directors of the Company: +(i) related transactions that shall be disclosed; +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 2 7– + + +--- page 477 --- +(ii) programs for the Company and related parties to change or waive their +commitments; +(iii) decisions made and measures taken by the Board of the acquired listed company +in response to the acquisition; +(iv) other matters stipulated in laws, adminis trative regulations, departmental rules, +regulatory documents and the Articles of Association. +The Company establishes a special meetin g mechanism attended by all independent +directors. If the Board considers related or connected transactions and other matters, it +shall be approved in advance by a special meeting of independent directors. +The special meeting of independent directors can study and discuss other matters of the +Company as needed. +The special meeting of independent directors is convened and presided over by an +independent director jointly elected by majority of the independent directors; When the +convener fails to perform his/her duties or is unable to perform his/her duties, two or more +independent directors may convene and elect a representative to preside over the meeting. +The special meeting of independent directors shall make minutes according to the +rules, and the opinions of independent director s shall be stated in the minutes. Independent +directors shall sign and confirm the minutes of the meeting. +The Company provides convenience and support for the convening of special meetings +of independent directors. +Board Special Committees +The Company’s Board has established the Audit Committee, the Nomination +Committee, the Remuneration and Appraisa l Committee, the Strategy and Investment +Committee, the Sustainability Committee, and other special committees. The special +committees shall be accountable to the Board a nd perform their duties in accordance with +the Articles of Association and the authorization of the Board. Proposals shall be submitted +to the Board for review and approval. All members of each special committee shall be +composed of directors, and the specific composition and qualification requirements shall +refer to laws, administrative regulations, depa rtmental rules, regulatory rules of the place +where the Company’s shares are listed and working rules of relevant special committees. +The Board shall be responsible for formulating the working rules of the special committees +and regulating the operation of the special committees. +The Company’s Board shall establish an Aud it Committee to exercise the powers of the +Supervisory Committee as stipulated in the Company Law. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 2 8– + + +--- page 478 --- +The Audit Committee comprises not less than 3 members, all of whom are +non-executive Directors who are not senior management members of the Company and a +majority of the independent non-executive Directors; at least one of whom is an +independent non-executive Director who possesses the appropriate professional +qualifications or accounting or related financial management expertise as required by +Rule 3.10(2) of the Hong Kong Listing Rules; and the Audit Committee shall be chaired +(convened) by an accounting professional among the independent non-executive Directors. +The following matters shall be submitted to the Board for review after approval by +more than half of all members of the Audit Committee: +(i) to disclose the financial information in financial accounting reports and periodic +reports, along with internal control assessment reports; +(ii) to appoint or dismiss the accountin g firm engaged for the Company’s audit +services; +(iii) to appoint or dismiss the chief finance officer of the Company; +(iv) to make changes in accounting policies, accounting estimates or corrections of +major accounting errors for reasons other than changes in accounting standards; +(v) other matters specified under laws, admi nistrative regulations, departmental +rules, normative documents and the Articles of Association. +The Audit Committee shall meet at least quarterly. Extraordinary meetings may be +convened upon the request of two or more members or when the convener deems it +necessary. The quorum of an Audit Committee meeting shall be over two-thirds of the +members. +Any resolution of the Audit Committee shall be made by a majority of all members of +the Audit Committee. +Each member of the Audit Committee shall have one vote for a resolution to be +approved by the Audit Committee. Minutes of Audit Committee resolutions shall be duly +prepared in accordance with applicable requirements, and shall be signed by all Audit +Committee members present at the meeting. Th e Audit Committee shall record its decisions +on matters considered in written minutes, which shall be retained as part of the Company’s +records for a period of ten years. +GENERAL MANAGER AND OTHER SE NIOR MANAGEMENT MEMBERS +The Company shall have one general manager, who shall be appointed or removed by +the Board and shall have several deputy general manager who shall be appointed or +removed by the Board. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 2 9– + + +--- page 479 --- +The general manager, deputy general manager, chief financial officer, the secretary of +the Board and other members designated by t he Board shall be the senior management +members of the Company. +The senior management members shall should er the duties of loyalty and diligence to +the Company, shall take measures to avoid any conflict of interest with the Company, shall +not accept any undue benefits by taking advantage of his/her powers and position, and shall +exercise the reasonable care normally expected of a manager in the best interests of the +Company in the performance of their duties. The circumstances of the Articles of +Association under which a person may not serve as a director shall also apply to senior +management members. The provisions of the Articles of Association on Directors’ duty of +loyalty and diligence shall also apply to senio r management members. The provisions of the +Articles of Association on the management system for director resignations shall also apply +to senior management members. +Any person who takes position other than a D irector in the Controlling Shareholders +and de facto controller of the Company shal l not serve as senior management members of +the Company. +The Company’s senior management members are only paid by the Company and are +not paid by the controlling shareholders on behalf of the Company. +The general manager shall serve for a term of three years, and may be reappointed +upon the expiry of his /her term of office. +The general manager shall be accountable to the Board and exercise the following +functions and powers: +(i) to be in charge of the company’s production, operation and management, +organize the implementation of Board resolutions and report to the Board; +(ii) to organize the implementation of the company’s annual business plans and +investment plans; +(iii) to draft the plan for establishment of the company’s internal management +organization; +(iv) to draft the company’s basic management system; +(v) to formulate the specific rules and regulations of the company; +(vi) to propose to the Board for appointment or dismissal of deputy general managers, +chief financial officer and other seni or management members of the company; +(vii) to appoint or dismiss management personnel other than those required to be +appointed or dismissed by the Board; +(viii) other functions and powers granted by the Articles of Association or the Board. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 3 0– + + +--- page 480 --- +The Company shall have a secretary to the Board, who shall be responsible for the +preparation of the general meetings and Board meetings of the Company, keeping of +documents, management of shareholders’ information of the Company and handling +matters such as information disclosure. +Senior management members who violate the provisions of laws, administrative +regulations, departmental rules, or the Artic les of Association in performing their duties +towards the company and thereby cause losses to the Company shall be liable for +compensation. If a senior management member, in the performance of his/her duties, causes +damage to others, the Company shall be liable for compensation; the senior management +member shall also be liable for compensation if there is intentionality or gross negligence on +his/her part. +Senior management members of the Company shall faithfully perform their duties and +safeguard the best interests of the Company a nd all shareholders. If a senior management +member of the Company fails to perform his/her duties faithfully or violates the fiduciary +duty, thereby causing damage to the interests of the Company and the shareholders, he/she +shall bear the liability of compens ation in accordance with law. +FINANCIAL AND ACCOUNTING SYSTEMS, DISTRIBUTION OF PROFITS AND +AUDIT +Financial and Accounting Systems +The Company shall establish the financial and accounting systems according to the +laws, administrative regulations, and the r ules of the relevant state authorities. The +Company shall, at the end of each accounting year, prepare a financial report, which shall +be examined and verified according to law. +The Board shall submit to the shareholders at each annual general meeting the +financial reports prepared by the Company as required by relevant laws, administrative +regulations and normative documents promulgated by the local governments and the +competent authorities. +The financial reports in the preceding paragraph shall consist of a report of the Board +together with a balance sheet (including such documents as required to be annexed by PRC +or other laws and administrative regulations) and a profit and loss statement (income +statement) or a statement of income and exp enditure (cash flow statement), or, in the +absence of any violation of the relevant laws of the PRC, a summarized report of the +financial statements as approved by the Hong Kong Stock Exchange. +The financial reports of the Company shall be made available for inspection at the +Company by shareholders 21 days prior to an annual general meeting. Each shareholder of +the Company shall have the right to obtain the financial reports referred to in this chapter. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 3 1– + + +--- page 481 --- +Unless otherwise specified in the Articles o f Association, the Company shall deliver or +send to each shareholder of overseas listed foreign shares by prepaid mail at the address +registered in the register of members the said r eports, the report of the Board, together with +the balance sheet (including every document to be attached to the balance sheet as required +b yt h el a w )a n ds t a t e m e n to fp r o f i to rl o s so rt h es t a t e m e n to fi n c o m ea n de x p e n s ea tl e a s t +21 days before the date of every annual general meeting. However, such documents may +also be delivered to shareholders of overseas listed foreign shares through the Company’s +website, the website of the Hong Kong Stock Exchange and other websites as may be +provided by the rules of the securities regulatory authorities of the place where the +Company’s shares are listed from time to tim e, provided that the laws, administrative +regulations and requirements of the securities regulatory authority at the place where the +shares of the Company are listed are observed. +The financial statements of the Company shall be prepared not only in accordance with +China’s accounting standards, laws and regulations but also in accordance with +international accounting standards or those o f foreign listing jurisdictions. If there are +any major differences in the financial statemen ts prepared in accordance with these two sets +of accounting standards, such differences shall be stated in notes appended to such financial +statements. For purposes of the Company’s distribution of after tax profits in a given +accounting year, the smaller amount of after- tax profits shown in the above mentioned two +kinds of financial statements shall apply. +The interim results or financial statements published or disclosed by the Company +shall be prepared not only in accordance with China’s accounting standards, laws and +regulations but also in accordance with international accounting standards or those of +foreign listing jurisdictions. +The Company shall not set up any other accounting books except for the legal +accounting books. The Company’s capital shall not be deposited into an account +established in the name of any individual. +Profit Distribution +The Company shall, when distributing the p ost-tax profit for the year, withdraw 10% +of the profit to be included in the statutory reserves of the Company. The Company may +not withdraw the statutory reserve fund if th e cumulative amount has exceeded 50% of the +Company’s registered capital. Where the s tatutory reserve fund of the Company is not +s u f f i c i e n tt om a k eu pi t sl o s s e si nt h ep r e v i o u sy ears, the profits of the current year shall be +used to make up the loss before the withdrawing the statutory reserve fund according to the +provisions under the previous paragraph. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 3 2– + + +--- page 482 --- +After withdrawing the statutory reserves out of the post-tax profit, the Company may, +subject to the resolution of the general meeting, withdraw the discretionary reserve out of +the post-tax profit. The post-tax profit left a fter the loss recovery and withdrawal of the +reserves by the Company shall be distributed in proportion according to the shareholding +proportions of the shareholders. If the Company breaches the provisions under the previous +paragraph by distributing the profit to the shareholders, the shareholders shall return to the +Company the profit distributed in violation of the provisions. If causes losses to the +Company, the responsible directors and sen ior management members shall be liable for +compensation. The Company’s shares held by the Company shall not participate in the +profit distribution. +The reserves of the Company are used to offset the losses of the Company, expand +production and operation or bolster registered capital of the Company. The discretionary +reserve fund and statutory reserve fund shall be used first to make up the Company’s losses; +if the losses cannot be covered, the capital r eserve fund can be used in accordance with the +regulations. +The capital reserve fund consists of the following: +(i) the premium from the issuance of shares in excess of their face value; +(ii) other income to be included in the capital reserve fund as stipulated by the +competent financial department of the State Council. +When a statutory reserve is c onverted to additional registered capital, the amount of +such reserve retained shall be no less than 25% of the registered capital of the Company +prior to the conversion. +The Company shall proactively implement a profit distribution policy and in +accordance with the principle that the same s hares shall be entitled to the same dividend, +at the end of each fiscal year, the Board of the Company shall propose a profit distribution +plan and a loss recovery plan based on the operating results of the current year and the +future production and operation plan, which shall be implemented after being considered +and approved by the general meeting: +(I) Profit distribution principle +The Company implements a proactive profit distribution policy that emphasizes +reasonable investment returns to investors and takes into account the sustainable +development of the Company, and the profit distribution policy shall maintain +continuity and stability. The Company ma y distribute profits in the form of cash, +shares or a combination of cash and shares, an d profit distribution shall not exceed the +scope of accumulated distributable profits and shall not jeopardize the Company’s +ability to continue operations. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 3 3– + + +--- page 483 --- +(II) Decision-making Procedures and Mechanism of Profit Distribution +1. The annual profit distribution proposal of the Company shall be formulated +by the Board taking into account the Co mpany’s profitability, supply and +demand of funds. When considering the specific plan for cash dividends, the +Board shall carefully study and justi fy the timing, conditions and minimum +ratio of cash dividends, as well as the conditions for adjustments and the +requirements of its decision making procedures, etc. The proposal shall be +submitted to the general meeting for deliberation after it has been approved +by the Board. +2. If the Board formulates a proposal not to implement profit distribution or to +implement a profit distribution plan that does not include cash distribution, +it shall disclose the reasons for not implementing profit distribution or +implementing a profit distribution plan that does not include cash +distribution in its regular report. The Company’s undistributed profits for +the year will be used to meet the needs of the Company’s normal production +and operation and long-term development. +(III) Profit Distribution Policy of the Company +1. Distribution principle: The Comp any implements a proactive profit +distribution policy that emphasizes reasonable investment returns to +shareholders and takes into account the sustainable development of the +Company, and the profit distribution policy shall maintain continuity and +stability. +2. Distribution manner: The Company may distribute profits in the form of +c a s h ,s h a r e so rac o m b i n a t i o no fc a s hand shares, with cash dividends being +given priority over share dividends where the conditions for cash dividends +are met. +3. Dividend distribution cycle: In principle, the Company shall make profit +distribution at least once a year. The Board may propose interim profit +distribution and special profit distribution based on the Company’s +profitability and capital requirements and submit them to the general +meeting of the Company for approval. +4. Conditions for cash dividends: The Co mpany shall pay cash dividends if the +Company made a profit in the previous fiscal year and the cumulative +distributable profit is positive, provided that the Company meets the capital +requirements for normal production and operation. +The Company shall appoint one or more collecting agents in Hong Kong for the +purpose of receiving dividends declared by, and other monies payable to, the Company +in respect of their securities listed on the Hong Kong Stock Exchange. The agents shall +hold such monies in trust for the holders of such securities to pay to such holders. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 3 4– + + +--- page 484 --- +In the event that share dividends are adopted for profit distribution, the Board +shall explain the factors justifying th e adoption of share dividends for profit +distribution. +(IV) The Company’s profit distribution polic y will maintain continuity and stability. +Where the profit distribution policy needs to be adjusted due to major changes in +the external operating environment or its own operating conditions, such +adjustments shall be made with the protection of shareholders’ rights and +interests as the guiding principle. In thi s case, the Board and the Audit Committee +of the Company shall conduct a study to justify the adjustment, and make a +detailed justification and explanation of the adjustment by taking into account the +competitive conditions of the industry, t he Company’s financial conditions, the +Company’s capital demand planning and other factors in the proposal for the +general meeting. The proposal on adjusting the profit distribution policy shall be +considered by the Board, reviewed by the Audit Committee and submitted to the +general meeting of the Company for approval. The Audit Committee shall oversee +the Board and management’s implementation of the Company’s profit +distribution policy and the related decision-making processes, and the adjusted +profit distribution policy shall not be in violation of the relevant regulations of the +CSRC and stock exchanges in the pl aces where the Company is listed. +(V) If any shareholder unlawfully misappropriates the Company’s funds, the +Company shall deduct the cash dividends that would otherwise be distributed +to that shareholder to offset the misappropriated amount. +Internal Audit +The Company shall implement the internal audit system that specifies the governance +structure, scope of authority, staffing, funding, utilization of audit results, and +accountability mechanisms for internal audit a ctivities. The internal audit system shall be +implemented upon approval by the Board and publicly disclosed. +The Company’s internal audit system and the duties of the auditors shall be +implemented upon approval by the Board. The chief auditor shall be accountable and +report to the Board. During the supervision and inspection of the Company’s business +activities, risk management, internal control, and financial information, the internal audit +institution shall be subject to the oversigh t and guidance of the Audit Committee. If the +internal audit institution discovers any sign ificant issues or leads, it shall immediately +report directly to the Audit Committee. +The internal audit institution is responsible for the specific organization and +implementation of the Company’s internal control evaluation. Based on the evaluation +report issued by the internal audit institutio n and reviewed by the Audit Committee, as well +as relevant materials, the Company shall issue its annual internal control evaluation report. +When the Audit Committee communicates w ith external audit entities such as +accounting firms and state audit institutions, the internal audit institution shall provide +active cooperation and furnish necessary support and collaboration. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 3 5– + + +--- page 485 --- +The Audit Committee shall participate in the performance evaluation of the head of +the internal audit institution. +Appointment of the Accounting Firm +The Company shall engage an independent accounting firm that complies with the +relevant national regulations and the regula tory rules of the place where the Company’s +shares are listed. The accounting firm shall be responsible for auditing the accounting +statements, verifying the net assets, and providing other relevant consulting services. The +term of appointment shall be one year, commencing from the end of the current general +meeting of the Company and ending at the conclusion of the next general meeting. This +appointment is renewable. +The Company’s appointment and dismissal of accounting firms that provide regular +auditing services to the Company must be decided by the general meeting, and the Board +shall not appoint any accounting firm prior to the decision of the general meeting. +The Company undertakes to provide true and complete accounting vouchers, +accounting books, financial accounting reports and other accounting materials to the +engaged accounting firm, and shall not refuse, conceal or make false reports. +The audit fees of the accounting firm shall be decided by the general meeting. +When the Company dismisses or does not renew the appointment of the accounting +firm, it shall give a 30-day prior notice to the accounting firm, and the accounting firm shall +be allowed to make its representation at the general meeting where a voting process +concerning the dismissal of the accounting fir m is carried out. Where the accounting firm +tenders its resignation, it shall state at a general meeting whether the Company has any +irregularities. +MERGER, DIVISION, CAPITAL INCREASE AND REDUCTION, DISSOLUTION, +AND LIQUIDATION +Merger, Division, Capital Increase and Reduction +A merger of a company may take the form of an absorption merger or a consolidation +merger. When a company absorbs other companies, it is an absorption merger, and the +absorbed company shall be dissolved. When two or more companies merge to establish a +new company, it is a consolidation merger, and all parties to the merger shall be dissolved. +In the case of a merger, all parties to the merger shall execute a merger agreement and +shall prepare the balance sheets and inventory of assets. The Company shall notify its +creditors within 10 days since the date of ado ption of the merger resolution and publish an +announcement about the merger in the newspaper or on the National Enterprise Credit +Information Publicity System within 30 days. And creditors shall, within 30 days since the +date of receiving the notice, or creditors who do not receive the notice shall, within 45 days +since the date of the public announcement, be entitled to require the Company to pay off its +debts in full or to provide a corresponding guarantee. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 3 6– + + +--- page 486 --- +After the merger, the rights and the obligations of the merging parties shall be assumed +by the Company in existence or the newly established company. +If the Company is divided, its property shall be divided accordingly. In the case of a +division, a balance sheet and a schedule of assets shall be prepared. The Company shall +notify its creditors within 10 days since the date of adoption of the division resolution and +publish an announcement about the division in a newspaper or on the National Enterprise +Credit Information Publicity System withi n 30 days. Debts owed by the Company prior to +the division shall be assumed by the companies in existence after the division jointly and +severally, except as otherwise stated in the wri tten agreement entered into between creditors +and the Company for debt settlement prior to the division. +In case of a reduction in the Company’s registered capital, the Company will prepare a +balance sheet and a schedule of properties. +The Company notifies its creditors within 10 days since the date the general meeting +makes a resolution to reduce the registered capital, and shall publish an announcement in a +newspaper or on the National Enterprise Credit Information Publicity System within 30 +days. Creditors shall, within 30 days since the date of receiving the notice, or creditors who +do not receive the notice shall, within 45 days since the date of the announcement, be +entitled to require the Company to settle its debts in full or to provide a corresponding +guarantee. +When the Company reduces its registered capital, it shall reduce its capital +contribution or shares in proportion to the capital contribution or shares held by +shareholders, unless otherwise provided by the law or the Articles of Association. The +registered capital of the Company following the reduction shall not fall below the minimum +statutory requirement. +Where the merger or division of the Company involves a change in registered +particulars, such change shall be registered w ith the company registration authorities in +accordance with the law. Where the Company is dissolved, it shall cancel its registration in +accordance with the law. Where a new company is established, its establishment shall be +registered in accordance with the law. Where a company increases or decreases its registered +capital, it shall, in accordance with the law, r egister the change of registration with the +company registration authority. +Dissolution and Liquidation +The Company shall be dissolved if: +(i) the business term specified in the Ar ticles of Association expires or other +dissolution reasons as stipulated in the Articles of Association arise; +(ii) the general meetin g resolves to dissolve; +(iii) dissolution is required due to merger or division of the Company; +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 3 7– + + +--- page 487 --- +(iv) its business license is revoked according to the law, or it is ordered to shut down +or revoked; +(v) the people’s court dissolves it in accordance with Article 231 of the Company +Law. +On the occurrence of the events of dissolution set out in the preceding Article, the +Company shall make an announcement on the Na tional Enterprise Credit Information +Publicity System within 10 days. +For the circumstance in item (I) and (II) of paragraph 1 of Article 188 under the +Articles of Association, and no property has been distributed to shareholders, the Company +may continue to subsist by amending the Articles of Association or by resolution of the +general meeting. Amendments to the Articles of Association in accordance with the +provisions of the preceding paragraph or by resolution of the general meeting shall be +approved by more than two-thirds of the voting rights held by the shareholders attending +the general meeting. +If the Company is dissolved pursuant to item (I), (II), (IV) or (V) of paragraph 1 of +Article 188 under the Articles of Association, it shall be liquidated. The Directors, being the +liquidation obligors of the Company shall establish a liquidation committee to conduct the +liquidation within 15 days from the date the cause for dissolution arises. The liquidation +committee shall be composed of Directors or persons determined by the general meeting. If +the liquidation obligors fail to fulfill their liquidation obligations in a timely manner and +cause losses to the Company or creditors, the y shall bear the liability for compensation. +If the Company fails to establish a liquidation committee to carry out liquidation after +the expiry of the time limit or fails to carry out liq uidation after establishing the liquidation +committee, the interested parties can apply to the people’s court for appointing relevant +officers to establish the liquidation committee to carry out the liquidation. +The liquidation committee shall notify the creditors within 10 days from the date of its +establishment and make an announcement within 60 days in the designated newspapers or +on the National Enterprise Credit Information Publicity System and in the manner required +by the stock exchange where the Company’s s hares are listed. Creditors shall, within 30 +days from the date of receiving the notice, or for creditors who do not receive the notice, +within 45 days from the date of the announcement, report their creditors’ rights to the +liquidation committee. +When reporting creditors’ rights, the credi tors shall provide an explanation of matters +relevant to the creditor’s rights and provide the supporting evidence. The liquidation +committee shall register the creditors’ rights. +In the course of reporting the creditors’ rights, the liquidation committee shall not +repay the creditors. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 3 8– + + +--- page 488 --- +After the liquidation committee has thoroughly examined the Company’s assets and +prepared a balance sheet and schedule of assets, it shall formulate the liquidation plan and +submit such plan to the general meeting or a peop le’s court for confirmation. The remaining +property of the Company after paying the liquidation expenses, wages owed to employees of +the Company, labor insurance fees and statutory compensation, outstanding taxes and +debts of the Company shall be distributed in the class and proportion to the number of +shares held by shareholders. During the liquidation period, the Company still exists but +shall not carry out any business activities not related to the liquidation. The property of the +Company shall be not distributed to sharehol ders until all liabilities have been paid off in +accordance with the provisions of the preceding paragraph. +If the liquidation committee, having thoroughly examined the Company’s property +and prepared a balance sheet and schedule of assets, discovers that the Company’s property +is insufficient to pay its debts in full, it sha ll legally apply to the people’s court for a +bankruptcy liquidation. +After the people’s court accepts the application for bankruptcy, the liquidation +committee shall hand over the liquidation matters to the bankruptcy administrator +designated by the people’s court. Upon completion of the liquidation of the Company, the +liquidation committee shall produce a liquidation report and submit it to the general +meeting or the people’s court for confirmation. Within 30 days from the date of +confirmation of the above-mentioned reports by the general meeting or the people’s +court, the liquidation committee shall deliv e rt h es a m et ot h ec o m p a n yr e g i s t r y ,a p p l yf o r +cancellation of the Company’s registration. +If the Company is declared bankrupt by law, the bankruptcy liquidation shall be +implemented in accordance with the laws on enterprise bankruptcy. +Amendments to the Articles of Association +The Company will amend the Articles of Association under any of following +circumstances: +(i) matters provided for in the Articles of Association are in conflict with the +provisions of the amended Company Law or relevant laws, administrative +regulations and the regulatory rules of the place where the Company’s shares are +listed; +(ii) there has been a change to the Company, resulting in inconsistency with the +content in the Articles of Association; +(iii) it is resolved at a general meetin g to amend the Articles of Association. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 3 9– + + +--- page 489 --- +Where any amendment to the Articles of Association approved by way of a resolution +at the general meeting requires approval fro m the competent authority, such amendment +shall be reported to the competent authority for approval. Where the amendments involve +any registered particulars of the Company, application shall be made for change of +registration in accordance with laws. +The Board shall amend the Articles of Association in accordance with the resolutions +of the general meeting and the approval opinions of relevant competent authorities. +APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION +–V I - 4 0– + + +--- page 490 --- +FURTHER INFORMATION ABOUT OUR COMPANY +1. Incorporation of Our Company +Our Company was established as a limite d liability company in the PRC on July 5, +2002, and was converted into a joint stock co mpany with limited liability on December 22, +2017 under the laws of the PRC. As of the Latest Practicable Date, the registered share +capital of our Company was RMB272,142,819 divided into 272,142,819 Shares with a +nominal value of RMB1.00 each. +Our Company has established a place of business in Hong Kong at 31/F, Tower Two, +Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, and has registered as a +non-Hong Kong company in Hong Kong under Part 16 of the Companies Ordinance on +April 3, 2025. Ms. FUNG Sin Ting Karin ( 馮羨婷), a joint company secretary of our +Company, has been appointed as our authorized representative for the acceptance of service +of process in Hong Kong, whose correspondence address is the same as our place of +business in Hong Kong. +2. Changes in Share Capital of Our Company +On July 5, 2002, our Company was established as a limited liability company with a +registered capital of RMB3,000,000. +On June 12, 2023, the registered capital of our Company increased from +RMB181,428,546 to RMB272,142,819. +For further details, see ‘‘History, Development and Corporate Structure’’ in this +prospectus. Save as disclosed above, there has been no alteration in our Company’s share +capital within two years immediately preceding the date of this prospectus. +3. Changes in the Share Capital of Our Subsidiaries +Details of our subsidiaries are set out in note 44 to the Accountants’ Report. The +following sets out changes in the share capita l of our subsidiaries within the two years +immediately preceding the date of this prospectus: +Jiangsheng (Hainan) Biotechnology Co., Ltd. ( +江生(海南)生物科技有限公司) +On November 29, 2024, Jiangsheng (Hainan) Biotechnology Co., Ltd. was +established in the PRC as a limited liab ility company with a registered capital of +RMB10,000,000. +Save as disclosed above, there has been no alteration in the share capital of our +subsidiaries within two years immediately preceding the date of this prospectus. +APPENDIX VII STATUTORY AND GENERAL INFORMATION +–V I I - 1– + + +--- page 491 --- +4. Resolutions of the Shareholders +Pursuant to the general meeting of our Company held on March 20, 2025, the +following resolutions, among others, were passed by our Shareholders: +(a) the issue by our Company of H Shares of a nominal value of RMB1.00 each and +that such H Shares will be listed on the Hong Kong Stock Exchange; +(b) that the number of H Shares to be issued shall not be more than 25% of the total +issued share capital of our Company as enlarged by the Global Offering (without +taking into account the H Shares which may be allotted and issued pursuant to the +exercise of the Over-allotment Option), and the grant to the Underwriters (or their +representatives) of the Over-allotment Option of not more than 15% of the +number of H Shares issued pursuant to the Global Offering; +(c) subject to the completion of the Global Offering, the adoption of the Articles of +Association which shall become effective on the Listing Date, and the +authorization to the Board to amend the A rticles of Association in accordance +with the requirements of the relevant laws and regulations and the Listing Rules; +and +(d) authorization of our Board to handle all relevant matters relating to, among other +things, the issue and listing of the H Shares. +FURTHER INFORMATION ABOUT T HE BUSINESS OF OUR COMPANY +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 immediately preceding the date of this +prospectus that are or may be material: +(a) the cornerstone investment agreement d ated June 17, 2026 entered into among our +Company, Wealth Strategy Holding Limited ( 富策控股有限公司), China +International Capital Corporation Hong Kong Securities Limited ( 中國國際金融 +香港證券有限公司) and China Merchants Securities (HK) Co., Limited ( 招商證券 +(香港)有限公司), with respect to a subscription of the Offer Shares at the Offer +Price in the aggregate amount of HK$50,000,000; and +(b) the Hong Kong Underwriting Agreement. +APPENDIX VII STATUTORY AND GENERAL INFORMATION +–V I I - 2– + + +--- page 492 --- +2. Intellectual Property Rights +(a) Trademarks +As of the Latest Practicable Date, we hav e registered the following trademarks +which we consider to be material to our business: +No. Owner Registration no. +Place of +registration Trademark Class Validity period +1. Our Company 69122745 PRC + 10 July 14, 2023 to +July 13, 2033 +2. Our Company 69131729 PRC + 42 July 14, 2023 to +July 13, 2033 +3. Our Company 69133489 PRC + 5 July 28, 2023 to +July 27, 2033 +4. Our Company 69125796 PRC + 3 July 14, 2023 to +July 13, 2033 +5. Our Company 936642 PRC + 5 January 28, 2017 to +January 27, 2027 +6. Our Company 69131733 PRC + 44 September 21, 2023 to +September 20, 2033 +7. Our Company 306863022 Hong Kong + 5 April 8, 2025 to +April 7, 2035 +8. Our Company 306768398 Hong Kong + 5 December 26, 2024 to +December 25, 2034 +APPENDIX VII STATUTORY AND GENERAL INFORMATION +–V I I - 3– + + +--- page 493 --- +(b) Domain Names +As of the Latest Practicable Date, we hav e registered the following domain names +which we consider to be material to our business: +No. Owner Domain name Registration date +1. Our Company jxswzp.cn January 3, 2019 +2. Chifeng Bo-en +Pharmaceutical Co., Ltd. +(赤峰博恩藥業有限公司) +boenmall.com April 29, 2016 +(c) Patents +As of the Latest Practicable Date, we hav e registered the following patents which +we consider to be material to our business: +No. Owner Type Patent Patent no. +Application +date Expiry date +Place of +application +1. Our Company Utility Model A high-precision automatic +flow control device for +biological preparation +reactors ( 一種用於生物 +製劑反應釜高精度自動 +流量控制裝置) +ZL201721562985.2 November +21, 2017 +November +21, 2027 +PRC +2. Our Company Utility Model A reaction kettle for +biological preparations +(一種用於生物製劑的反 +應釜) +ZL201721566116.7 November +21, 2017 +November +21, 2027 +PRC +3. Our Company Utility Model A temperature control +system for biological +preparation reactors +(一種用於生物製劑反應 +釜溫度控制系統) +ZL201721567654.8 November +21, 2017 +November +21, 2027 +PRC +4. Our Company Utility Model An ampoule sterilization +and leak detection +cabinet ( 一種安瓿瓶滅 +菌檢漏櫃) +ZL202020939150.X May 28, 2020 May 28, 2030 PRC +5. Our Company Utility Model A positioning device for +pharmaceutical filling +and drawing +equipment ( +一種醫藥灌 +裝拉絲設備的定位裝置) +ZL202020942992.0 May 28, 2020 May 28, 2030 PRC +6. Our Company Utility Model A positioning device for +pharmaceutical +rotating bottle +equipment ( 一種醫藥轉 +瓶設備的定位裝置) +ZL202020961863.6 May 29, 2020 May 29, 2030 PRC +7. Our Company Utility Model A positioning device for +medical bottle washing +equipment ( 一種醫藥洗 +瓶設備的定位裝置) +ZL202020940682.5 May 28, 2020 May 28, 2030 PRC +8. Our Company Utility Model A liquid preparation tank +(一種配液罐) +ZL202020940683.X May 28, 2020 May 28, 2030 PRC +9. Our Company Utility Model An automatic cleaning +device for tetanus +antitoxin serum bottles +(一種破傷風抗毒素血清 +瓶自動清洗裝置) +ZL202221570974.X June 22, 2022 June 22, 2032 PRC +APPENDIX VII STATUTORY AND GENERAL INFORMATION +–V I I - 4– + + +--- page 494 --- +No. Owner Type Patent Patent no. +Application +date Expiry date +Place of +application +10. Our Company Utility Model A device for extracting +components of snake +venom serum ( 一種蛇 +毒血清成分提取裝置) +ZL202222432210.0 September +14, 2022 +September +14, 2032 +PRC +11. Our Company Utility Model A fully automatic +dispensing device for +tetanus antitoxin ( 一種 +破傷風抗毒素全自動配 +液裝置) +ZL202221683235.1 June 30, 2022 June 30, 2032 PRC +12. Our Company Utility Model A kind of automatic light +inspection equipment +for medicinal liquids +(一種藥液自動化燈檢設 +備) +ZL202221745552.1 July 6, 2022 July 6, 2032 PRC +13. Our Company Utility Model An automatic leak +detection apparatus for +liquid medicine bottles +(一種藥液瓶自動撿漏裝 +置) +ZL202222017543.7 August 2, +2022 +August 2, +2032 +PRC +14. Our Company Utility Model An automatic filling +equipment for tetanus +antitoxin ( 一種破傷風 +抗毒素自動灌裝設備) +ZL202222322140.3 September 1, +2022 +September 1, +2032 +PRC +15. Our Company Utility Model An automatic cartoning +machine for tetanus +toxin ( 一種破傷風毒素 +自動裝盒機) +ZL202222085628.9 August 9, +2022 +August 9, +2032 +PRC +16. Our Company Utility Model A storage device for +antivenom samples ( 一 +種用於抗蛇毒血清樣本 +的存放裝置) +ZL202320847896.1 April 17, +2023 +April 17, +2033 +PRC +17. Our Company Utility Model A tetanus antitoxin +Pasteur virus +inactivation +temperature control +device ( 一種破傷風抗毒 +素巴氏病毒滅活溫控裝 +置) +ZL202320618251.0 March 27, +2023 +March 27, +2033 +PRC +18. Our Company Invention An antiserum preparation +filling system with +CIP/SIP function ( 一種 +具有CIP/SIP 功能的抗 +血清製劑灌裝系統) +ZL202210867382.2 July 22, 2022 July 22, 2042 PRC +19. Our Company Invention Antitoxin serum and +preparation method +thereof ( 一 +種抗毒素血 +清及其製備方法) +ZL202311057177.0 August 22, +2023 +August 22, +2043 +PRC +20. Our Company Invention A method for improving +the immune antibody +titer of horses ( 一種提 +高馬匹免疫抗體效價的 +方法) +ZL202311179551.4 September +13, 2023 +September +13, 2043 +PRC +21. Jiangsheng (Shenzhen) +Biotechnology R&D +Center Co., Ltd. ( 江生 +(深圳)生物技術研發中 +心有限公司) +Invention Freeze-dried human rabies +vaccine and +preparation method +thereof ( 凍乾人用狂犬 +病疫苗及其製備方法) +ZL201510236934.X May 12, 2015 May 12, 2035 PRC +APPENDIX VII STATUTORY AND GENERAL INFORMATION +–V I I - 5– + + +--- page 495 --- +No. Owner Type Patent Patent no. +Application +date Expiry date +Place of +application +22. Jiangsheng (Shenzhen) +Biotechnology R&D +Center Co., Ltd. +Invention A method for renaturation +of novel coronavirus +recombinant protein +inclusion bodies ( 一種 +新冠病毒重組蛋白包涵 +體的複性方法) +ZL202110165882.7 February 7, +2021 +February 7, +2041 +PRC +23. Hainan Pharmaceutical +Research Institute Co., +Ltd. ( 海南藥物研究所 +有限責任公司)&C h i n a +Pharmaceutical +University ( 中國藥科 +大學) +Invention Application of lutein and +its derivatives in the +preparation of +anti-glioma drugs +(葉黃素及其衍生物在製 +備抗腦膠質瘤藥物的 +應用) +ZL201810920129.2 August 14, +2018 +August 14, +2038 +PRC +24. Hainan Pharmaceutical +Research Institute Co., +Ltd. & Shenyang +Pharmaceutical +University ( 瀋陽藥科 +大學) +Invention Compounds, preparation +methods and uses +(化合物、製備方法及 +其用途) +ZL201610298736.0 May 5, 2016 May 5, 2036 PRC +25. Hainan Pharmaceutical +Research Institute Co., +Ltd. & Shenyang +Pharmaceutical +University +Invention Acid-sensitive paclitaxel +prodrug, preparation +method thereof and +prodrug nanomicelles +(酸敏感型紫杉醇前藥、 +其製備方法及前藥奈米 +膠束) +ZL201710586314.8 July 18, 2017 July 18, 2037 PRC +26. Hainan Pharmaceutical +Research Institute Co., +Ltd. +Utility Model Smart Tablet Hardness +Tester ( 智能片劑 +硬度儀) +ZL202223024241.9 November +14, 2022 +November +14, 2032 +PRC +27. Hainan Pharmaceutical +Research Institute Co., +Ltd. +Utility Model A 12-cup intelligent +dissolution tester ( 一種 +12杯智能溶出度測試儀) +ZL202223034686.5 November +14, 2022 +November +14, 2032 +PRC +28. Hainan Pharmaceutical +Research Institute Co., +Ltd. +Utility Model A tissue and organ +measurement and +image acquisition +device for animal +experiments ( 一種用於 +動物實 +驗的組織器官測 +量和圖像採集裝置) +ZL202321426949.9 June 5, 2023 June 5, 2033 PRC +29. Hainan Pharmaceutical +Research Institute Co., +Ltd. +Utility Model A multi-channel +atomization device for +establishing a rat +allergic asthma model +(一種用於建立大鼠過敏 +性哮喘模型的多通道霧 +化裝置) +ZL202321502940.1 June 12, 2023 June 12, 2033 PRC +30. Gaotai County Tianhong +Biochemical +Technology +Development Co., Ltd. +(高台縣天鴻生化科技開 +發有限責任公司) +Utility Model A scum removal device +that can improve +efficiency ( 一種能夠提 +升效率的浮沫去除裝置) +ZL202221334272.1 May 31, 2022 May 31, 2032 PRC +31. Gaotai County Tianhong +Biochemical +Technology +Development Co., Ltd. +Utility Model Improved device for +disposable equine +plasma collector ( 一次 +性馬血漿 +採集器改進裝 +置) +ZL202123230516.X December 21, +2021 +December 21, +2031 +PRC +32. Gaotai County Tianhong +Biochemical +Technology +Development Co., Ltd. +Utility Model A protective device for +horse plasma apheresis +machine ( 一種馬採血漿 +單採機保護裝置) +ZL202123228013.9 December 21, +2021 +December 21, +2031 +PRC +APPENDIX VII STATUTORY AND GENERAL INFORMATION +–V I I - 6– + + +--- page 496 --- +No. Owner Type Patent Patent no. +Application +date Expiry date +Place of +application +33. Gaotai County Tianhong +Biochemical +Technology +Development Co., Ltd. +Utility Model A sterilizing and filtering +soft bag packaging +sterilization equipment +(一種除菌過濾的軟袋包 +裝滅菌設備) +ZL202122690055.8 November 5, +2021 +November 5, +2031 +PRC +34. Gaotai County Tianhong +Biochemical +Technology +Development Co., Ltd. +Utility Model A mechanical +emulsification immune +antigen device ( 一種機 +械乳化免疫抗原裝置) +ZL202121646606.4 July 20, 2021 July 20, 2031 PRC +35. Gaotai County Tianhong +Biochemical +Technology +Development Co., Ltd. +Utility Model An apheresis machine easy +to install and fix ( 一種 +方便安裝固定的單採機) +ZL201821617603.6 October 1, +2018 +October 1, +2028 +PRC +36. Chifeng Bo-en +Pharmaceutical Co., +Ltd. ( 赤峰博恩藥業有限 +公司) +Invention Purification method of +serum gonadotropin +from pregnant mare +(孕馬血清促性腺 +激素的 +提純方法) +ZL201310114408.7 March 17, +2013 +March 17, +2033 +PRC +37. Chifeng Bo-en +Pharmaceutical Co., +Ltd. +Utility Model An extraction device for +biohormones ( 一種生物 +激素用提取裝置) +ZL201821671579.4 October 16, +2018 +October 16, +2028 +PRC +38. Chifeng Bo-en +Pharmaceutical Co., +Ltd. +Utility Model A kind of filtration +equipment for +biopharmaceuticals ( 一 +種生物製藥用的過濾設 +備) +ZL201821671577.5 October 16, +2018 +October 16, +2028 +PRC +39. Chifeng Bo-en +Pharmaceutical Co., +Ltd. +Utility Model A biopharmaceutical +extract filtration device +that is easy to fully stir +(一種易於充分攪拌的生 +物製藥提取液過濾裝置) +ZL201821671574.1 October 16, +2018 +October 16, +2028 +PRC +40. Chifeng Bo-en +Pharmaceutical Co., +Ltd. +Utility Model Ampoule filling units for +biologics production +(用於生物製劑 +生產的安 +瓿瓶灌裝裝置) +ZL202123321685.4 December 28, +2021 +December 28, +2031 +PRC +41. Chifeng Bo-en +Pharmaceutical Co., +Ltd. +Utility Model Purification equipment for +blood gonadotropin +production ( 用於血促 +性素生產的提純設備) +ZL202123322681.8 December 28, +2021 +December 28, +2031 +PRC +42. Chifeng Bo-en +Pharmaceutical Co., +Ltd. +Utility Model Plasma separation device +for gonadotropin +production process ( 用 +於血促性素生產過程的 +血漿分離裝置) +ZL202123322687.5 December 28, +2021 +December 28, +2031 +PRC +43. Chifeng Bo-en +Pharmaceutical Co., +Ltd. +Utility Model Blood collection containers +for blood product +production ( 用於血液 +製品生產的取血容器) +ZL202220251056.4 February 7, +2022 +February 7, +2032 +PRC +44. Chifeng Bo-en +Pharmaceutical Co., +Ltd. +Utility Model Ampoule conveying device +for biologics +production and filling +(生物製劑生產灌裝用 +安 +瓿瓶輸送裝置) +ZL202220251057.9 February 7, +2022 +February 7, +2032 +PRC +45. Chifeng Bo-en +Pharmaceutical Co., +Ltd. +Utility Model Filter for gonadotropin +production ( 用於血促 +性素生產的過濾器) +ZL202220251058.3 February 7, +2022 +February 7, +2032 +PRC +46. Chifeng Bo-en +Pharmaceutical Co., +Ltd. +Utility Model Plasma extraction +equipment for tetanus +antitoxin production +(用於破傷風抗毒素生產 +的血漿提取設備) +ZL202220435342.6 March 2, +2022 +March 2, +2032 +PRC +47. Chifeng Bo-en +Pharmaceutical Co., +Ltd. +Utility Model Liquid filtration +equipment for tetanus +antitoxin production +(用於破傷風抗毒素生產 +的藥液過濾設備) +ZL202220658931.0 March 25, +2022 +March 25, +2032 +PRC +APPENDIX VII STATUTORY AND GENERAL INFORMATION +–V I I - 7– + + +--- page 497 --- +No. Owner Type Patent Patent no. +Application +date Expiry date +Place of +application +48. Our Company Invention Chromatography packing +for purification of +tetanus +immunoglobulin or its +fragments ( 用於破傷風 +免疫球蛋白或其片段純 +化的層析填料) +ZL202411593458.2 November 8, +2024 +November 8, +2044 +PRC +49. Hainan Pharmaceutical +Research Institute +Co., Ltd. ( 海南藥物 +研究所有限責任公司) +Utility Model A restraint device for +laboratory rodents +used in research ( 一種 +實驗室研究用齧齒類實 +驗動物的固定裝置) +ZL202520212174.8 February 11, +2025 +February 11, +2035 +PRC +50. Our Company Utility Model An electrical inspection +device for producing +antitoxin serum +products ( 一種生產抗 +毒素血清類產品用電檢 +裝置) +ZL202423116303.8 December 17, +2024 +December 17, +2034 +PRC +51. Our Company Utility Model A sealed cleaning device +for packaging antitoxin +serum products ( 一種 +抗毒素血清類產品包裝 +用密封清洗裝置) +ZL202423173219.X December 23, +2024 +December 23, +2034 +PRC +52. Our Company Utility Model A quantitative device for +filling antitoxin serum +products ( 一種抗毒素 +血清類產品灌裝用定量 +裝置) +ZL202423292610.1 December 31, +2024 +December 31, +2034 +PRC +As of the Latest Practicable Date, we have applied for the following patent +applications which we consider to be material to our business: +No. Applicant Type Patent Application no. Application date +Place of +application +1. Our Company Invention Serum bottle internal and +external bottle washing +machine ( 血清瓶內外 +洗瓶機) +CN202311017985.4 August 14, 2023 PRC +2. Our Company & +Jiangsheng +(Shenzhen) +Biotechnology +R&D Center +Co., Ltd. +Invention Equine-derived +immunoglobulin inhalation +liquid preparation and +preparation and use +methods thereof ( 馬源免疫 +球蛋白吸入液體製劑及 +其製備及使用方法) +CN202310774139.0 June 27, 2023 PRC +3. Our Company Invention A preparation of equine +F(ab’) +2 using an +immobilized dual-enzyme +platform and its +preparation method ( 一種 +採用固定化雙酶平台製備馬 +F(ab’) +2 製劑及其製備方法) +CN202610208089.3 February 12, +2026 +PRC +4. Our Company Invention A one-pot multi-enzyme +method for preparing +equine F(ab’ )2 and equine +Fab’ formulations ( 一種多 +酶一鍋法制備馬F(ab’)2 和馬 +Fab’製劑的方法) +CN202610208088.9 February 12, +2026 +PRC +APPENDIX VII STATUTORY AND GENERAL INFORMATION +–V I I - 8– + + +--- page 498 --- +(d) Copyrights +As of the Latest Practicable Date, we hav e registered the following copyrights +which we consider to be material to our business: +No. Name of Copyright Registration Number Type Registered Owner Registration Date +1. Fully Automatic Control +System for Tetanus +Antitoxin (TAT) Process +Management V1.0 ( 破傷風 +抗毒素(TAT) 工藝管理全自 +動控制系統V1.0) +2025SR2035763 Computer Software Chifeng Bo-en +Pharmaceutical +October 21, 2025 +2. Jiangxi Digital Intelligent +Production Refrigeration +Monitoring Software V1.0 +(江西數智生產製冷 +監測軟件V1.0) +2025SR2241067 Computer Software Our Company November 20, 2025 +3. Bo-en Mark +(博恩標誌) +國作登字-2026- +F-00003709 +Work Chifeng Bo-en +Pharmaceutical +January 6, 2026 +Save as disclosed above, as of the Latest Practicable Date, there was no other +trade or service mark, patent, intellectual or industrial property right which was +material in relation to our business. +FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL +SHAREHOLDERS +1. Disclosure of Interests +Save as disclosed below, immediately following completion of the Global Offering +(without taking into account the H Shares which may be allotted and issued pursuant to the +exercise of the Over-allotment Option), so far as our Directors are aware, none of our +Directors and chief executive has any interest or short positions in our Shares, underlying +Shares or debentures of our Company or any associated corporations (within the meaning +of Part XV of the SFO) which will have to be notified to our Company and the Hong Kong +Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests +and short positions which they are taken or deemed to have under such provisions of the +SFO), or which will be required, pursuant to section 352 of the SFO, to be entered in the +APPENDIX VII STATUTORY AND GENERAL INFORMATION +–V I I - 9– + + +--- page 499 --- +register referred to therein, or which will be required to be notified to our Company and the +Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by +Directors of Listed Issuers contained in the Listing Rules. +Name Position +Capacity/ +nature of +interest +Number of +Shares held +Approximate +percentage of +shareholding +in the +relevant +proportion of +Shares (1) +Approximate +percentage of +shareholding +in the total +issued share +capital of our +Company (1) +(%) (%) +Ms. Jing (2) Chairperson of our +Board and +executive Director +Interest in +controlled +corporations +208,562,250 +H Shares +67.92 67.63 +Mr. YAO +Xiaodong +(姚曉東) +(3) +Executive Director +and general +manager +Interest in +controlled +corporations; +4,357,919 +H Shares +1.42 1.41 +Interest of +spouse +Notes: +(1) The calculation is based on the total number of 1,287,000 Domestic Shares and 307,090,319 H +Shares in issue (assuming the Over-allotm ent Option is not exercised) upon Listing. +(2) As of the Latest Practicable Date, Hainan Zhizheng was held as to 99% by Ms. Jing, and Qianhai +Tianzheng was wholly owned by Hainan Zhizhen g. As such, under the SFO, Hainan Zhizheng is +deemed to be interested in the H Shares held by Qianhai Tianzheng, and Ms. Jing is deemed to be +interested in the H Shares held by Qianhai Tianzheng and Hainan Zhizheng. +(3) As of the Latest Practicable Date, Mr. YAO Xi aodong held approximately 49.33% in Huafengming +Investment as one of its limited partners. Furt her, Mr. YAO Xiaodong is the spouse of ZENG Hong +(曾紅). As such, under the SFO, Mr. YAO Xiaodong is deemed to be interested in the H Shares held +by Huafengming Investment and ZENG Hong. +2. Substantial Shareholders +For the information on the persons who will, im mediately following the completion of +the Global Offering, have interests or short positions in our Shares or underlying Shares +which would be required to be disclosed to our Company and the Hong Kong Stock +Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, see ‘‘Substantial +Shareholders’’ in this prospectus. +Our Directors are not aware of any other person (other than our Directors or chief +executive) who will, immediately following co mpletion of the Global Offering, directly or +indirectly, be interested in 10% or more of the nominal value of any class of share capital +carrying rights to vote in all circumstances at general meetings of any member of our Group +other than our Company. +APPENDIX VII STATUTORY AND GENERAL INFORMATION +– VII-10 – + + +--- page 500 --- +3. Service Contracts +Each of our Directors has entered into a service contract with our Company. The +principal particulars of these service contracts comprise (a) a term of office commencing on +the date of the approval at the relevant Company’s general meeting and ending on the +expiration of the term of office of the prevailin g session of the Board; and (b) termination +provisions in accordance with their respective terms. +Save as disclosed above, none of our Directors has or is proposed to have entered into +any service contract with any member of our Group (excluding contracts expiring or +determinable by any member of our Group within one year without payment of +compensation other than s tatutory compensation). +4. Remuneration of Directors +S a v ea sd i s c l o s e di nt h es e c t i o nh e a d e d‘ ‘ Directors and Senior Management’’ in this +prospectus and note 14 to the Accountants’ Report, for the three financial years ended +December 31, 2023, 2024 and 2025, none of ou r Directors received any other forms of +remuneration from us. +5. Disclaimers +(a) Save as disclosed in this section and the section headed ‘‘History, Development +and Corporate Structure’’ in this prospectus, none of our Directors or any of the +parties listed in the paragraph headed ‘‘— Other Information — 5. Qualifications +of Experts’’ in this Appendix is: +(i) interested in our promotion, or in any assets which have been, within two +years immediately preceding the date of this prospectus, acquired or disposed +of by or leased to us, or are proposed to be acquired or disposed of by or +leased to any member of our Company; or +(ii) materially interested in any contrac t or arrangement subsisting at the date of +this prospectus which is significant in relation to our business. +(b) Save in connection with the Hong Kong Underwriting Agreement and the +International Underwriting Agreement, none of the parties listed in the paragraph +headed ‘‘— Other Information — 5. Qualifications of Experts’’ in this Appendix: +(i) is interested legally or beneficially in any shares in any member of our Group; +or +(ii) has any right (whether legally enforceable or not) to subscribe for or to +nominate persons to subscribe for any securities in any member of our +Group; +APPENDIX VII STATUTORY AND GENERAL INFORMATION +– VII-11 – + + +--- page 501 --- +(c) Save as disclosed in this section and the section headed ‘‘Directors and Senior +Management’’ in this prospectus, none of our Directors is a director or employee +of a company that has an interest in the share capital of our Company which, once +the H Shares are listed on the Hong Kong Stock Exchange, would have to be +disclosed pursuant to Divisions 2 and 3 of Part XV of the SFO. +(d) So far as is known to our Directors, none of our Directors, their respective close +associates (as defined under the Listing Rules) and Shareholders who to the +knowledge of our Directors owned more than 5% of our issued share capital as of +the Latest Practicable Date has any intere sts in the five largest customers or the +five largest suppliers of our Group. +OTHER INFORMATION +1. Estate Duty +Our Directors have been advised that no material liability for estate duty is likely to +impose on our Company or any of our subsidiaries under the laws of the PRC. +2. Litigation +As of the Latest Practicable Date, no m ember of our Group was involved in any +litigation, arbitration or claim of materi al importance, and, so far as we are aware, no +litigation, arbitration or claim of material im portance is pending or threatened against any +member of our Group, which would have a material adverse effect on our financial +condition or results of operations, taken as a whole. +3. Joint Sponsors +The Joint Sponsors have made an application on behalf of our Company to the Hong +Kong Stock Exchange for the listing of, and permission to deal in, our H Shares. All +necessary arrangements have been made to enable the securities to be admitted into CCASS. +The Joint Sponsors will receive a total spon sor fee of approximately HK$6.2 million to +a c ta st h ej o i n ts p o n s o r st oo u rC o m p a n yi nc o n n e c t i o nw i t ht h eL i s t i n g . +Each of the Joint Sponsors satisfies the independence criteria applicable to sponsors +set out in Rule 3A.07 of the Listing Rules. +4. Preliminary Expenses +As of the Latest Practicable Date, our Comp any has not incurred material preliminary +expenses. +APPENDIX VII STATUTORY AND GENERAL INFORMATION +– VII-12 – + + +--- page 502 --- +5. Qualifications of Experts +The qualifications of the experts (as d efined under the Listing Rules and the +Companies (Winding Up and Miscellaneous Provisions) Ordinance) who have given +opinions and/or advice in this prospectus are as follows: +Name Qualifications +China International +Capital Corporation +Hong Kong Securities +Limited +A licensed corporation under the SFO to conduct Type 1 +(dealing in securities), Type 2 (dealing in futures contracts), +Type 4 (advising on securities), Type 5 (advising on futures +contracts) and Type 6 (advising on corporate finance) +regulated activities as defined under the SFO +China Merchants +Securities (HK) Co., +Limited +A licensed corporation under the SFO to conduct Type 1 +(dealing in securities), Type 2 (dealing in futures contracts), +Type 4 (advising on securities), Type 6 (advising on +corporate finance) and Type 9 (asset management) +regulated activities as defined under the SFO +Deloitte Touche +Tohmatsu +Certified Public Accountants under the Professional +Accountant Ordinance (Chapter 50 of the Laws of Hong +Kong) and Registered Public In terest Entity Auditor under +the Accounting and Financial Reporting Council Ordinance +(Chapter 588 of the Laws of Hong Kong) +Beijing Kangda Law +Firm +Company’s PRC legal adviser +Frost & Sullivan +(Beijing) Inc., +Shanghai Branch Co. +Independent industry consultant +Jones Lang LaSalle +Corporate Appraisal +and Advisory Limited +Independent property valuer +Jones Lang LaSalle +Corporate Appraisal +and Advisory Limited +Independent biological asset valuer +6. Consents +Each of the experts as referred to in the par agraph headed ‘‘— Other Information — 5. +Qualifications of Experts’’ in this Appendix has given and has not withdrawn their +respective written consents to the issue of this p rospectus with the inclusion of certificates, +letters, opinions or reports and the references to their respective names in the form and +context in which they are respectively included. +APPENDIX VII STATUTORY AND GENERAL INFORMATION +– VII-13 – + + +--- page 503 --- +7. Taxation of Holders of H Shares +(a) Hong Kong +The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty. The +current rate charged on each of the purchaser a nd seller is 0.1% of the consideration or, if +higher, the fair value of the H Shares being sold or transferred. For further details in +relation to taxation, see Appendix IV to this prospectus. +(b) Consultation with Professional Advisers +Potential investors in the Global Offering are urged to consult their professional tax +advisers if they are in any doubt as to the taxation implications of subscribing for, +purchasing, holding or disposing of or dealing in our H Shares (or exercising rights attached +to them). None of our Company, our Directors, the Joint Sponsors, the Joint Overall +Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead +Managers, or any other person or party in volved in the Global Offering accept +responsibility for any tax effects on, or liabilities of, any person, resulting from the +subscription, purchase, holding or disposal of, dealing in or the exercise of any rights in +relation to our H Shares. +8. No Material Adverse Change +Our Directors confirm that, as of the date of this prospectus, there has been no +material adverse change in the financial or trading position of our Company since +December 31, 2025 (being the latest balance sheet date of our consolidated financial +statements as set out in the Accountants’ Report). +9. Promoters +The promoters of our Company are all then four shareholders of our Company as of +August 20, 2017 before our conversion into a joint stock company with limited liability. +Save as disclosed in the section headed ‘‘History, Development and Corporate Structure’’ in +this prospectus, within the two years preceding the date of this prospectus, no cash, +securities or other benefit has been paid, allotted or given or is proposed to be paid, allotted +or given to any promoter in connection with the Global Offering and the related +transactions described in this prospectus. +10. Restrictions on Repurchase +For details, see Appendices V and VI to this prospectus. +11. Binding Effect +This prospectus shall have the effect, if an a pplication is made in pursuance of it, of +rendering all persons concerned bound by all of the provisions (other than the penal +provisions) of sections 44A and 44B of the Companies (Winding Up and Miscellaneous +Provisions) Ordinance so far as applicable. +APPENDIX VII STATUTORY AND GENERAL INFORMATION +– VII-14 – + + +--- page 504 --- +12. Bilingual Prospectus +The English and Chinese language versions of this prospectus are being published +separately, in reliance upon the exemption provided under section 4 of the Companies +(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice +(Chapter 32L of the Laws of Hong Kong). +13. Miscellaneous +Save as otherwise disclosed in this prospectus: +(a) within the two years preceding the date of this prospectus, (i) our Company has +not issued nor agreed to issue any share or loan capital fully or partly paid either +for cash or for a consideration other than cash; and (ii) no commission, discount, +brokerage or other special term has been granted in connection with the issue or +sale of any shares of our Company; +(b) no Share or loan capital of our Company, if any, is under option or is agreed +conditionally or unconditionally to be put under option; +(c) our Company has not issued nor agreed to issue any founder shares, management +shares or deferred shares; +(d) our Company has no outstanding convertible debt securities or debentures; +(e) there is no arrangement under which future dividends are waived or agreed to be +waived; +(f) there has been no interruption in our business which may have or have had a +significant effect on the financial position in the last 12 months; +(g) our Company is not presently listed on any stock exchange or traded on any +trading system; and +(h) our Company is a joint stock limit ed company and is subject to the PRC +Company Law. +APPENDIX VII STATUTORY AND GENERAL INFORMATION +– VII-15 – + + +--- page 505 --- +DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG +The documents attached to a copy of this pro spectus and delivered to the Registrar of +Companies in Hong Kong for registration were: +(i) a copy of the material contracts refe r r e dt oi nt h ep a r a g r a p hh e a d e d‘ ‘ F u r t h e r +Information about the Business of Our Company — 1. Summary of Material +Contracts’’ in Appendix VII to this prospectus; and +(ii) the written consents referred to in the paragraph headed ‘‘Other Information — 6. +Consents’’ in Appendix VII to this prospectus. +DOCUMENTS AVAILABLE ON DISPLAY +Copies of the following documents will be available on display on the website of the +Hong Kong Stock Exchange at +www.hkexnews.hk and our website at www.jxswzp.cn during +a period of 14 days from the date of this prospectus: +(a) the Articles of Association; +(b) the Accountants’ Report prepared by Deloitte Touche Tohmatsu, the text of +which is set out in Appendix I to this prospectus; +(c) the audited consolidated financial statements of our Group for the three financial +years ended December 31, 2023, 2024 and 2025; +(d) the report prepared by Deloitte Touche Tohmatsu on the unaudited pro forma +financial information of our Group, the text of which is set out in Appendix II to +this prospectus; +(e) the industry report issued by Frost & Su llivan (Beijing) Inc., Shanghai Branch Co. +referred to in the section headed ‘‘Ind ustry Overview’’ in this prospectus; +(f) the PRC legal opinion issued by Beijing Kangda Law Firm, our legal adviser as to +PRC laws, in respect of, among other thi ngs, the general matters and property +interests of our Group under the PRC laws; +(g) the letter, summary of values and valuation certificates in relation to the property +interests of our Group prepared by Jones Lang LaSalle Corporate Appraisal and +Advisory Limited, the text of which is set out in Appendix III to this prospectus; +(h) the valuation report in relation to the biological assets of our Group prepared by +Jones Lang LaSalle Corporate App raisal and Advisory Limited; +(i) the material contracts referred to in the paragraph headed ‘‘Further Information +about the Business of Our Company — 1. Summary of Material Contracts’’ in +Appendix VII to this prospectus; +APPENDIX VIII DOCUMENTS DELIVERED TO THE REGISTRAR OF +COMPANIES AND AVAILABLE ON DISPLAY +– VIII-1 – + + +--- page 506 --- +(j) the service contracts referred to in the paragraph headed ‘‘F urther Information +about Our Directors and Substantial Shareholders — 3. Service Contracts’’ in +Appendix VII to this prospectus; +(k) the written consents referred to in the paragraph headed ‘‘Other Information — 6. +Consents’’ in Appendix VII to this prospectus; and +(l) the PRC Company Law, the PRC Securities Law, the Overseas Listing Trial +Measures and the Guidelines for Article s of Association of Listed Companies ( 《上 +市公司章程指引》) issued by the CSRC together with unofficial English +translations thereof. +APPENDIX VIII DOCUMENTS DELIVERED TO THE REGISTRAR OF +COMPANIES AND AVAILABLE ON DISPLAY +– VIII-2 – + + +--- page 507 --- +Jiangxi Institute of Biological Products Inc. +Jiangxi Institute of Biological Products Inc. +ʮ̡ +Jiangxi Institute of Biological Products Inc. +ʮ̡ +ʮ̡ +(A joint stock company incorporated in the People’s Republic of China with limited liability) +Stock Code : 6915 +GLOBAL +OFFERING +Joint Sponsors, Sponsor-Overall Coordinators, Joint Overall Coordinators, +Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers +Joint Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager +Joint Bookrunners and Joint Lead Managers diff --git a/data/hk_ipo.sqlite b/data/hk_ipo.sqlite index d7510c8..9298dfb 100644 Binary files a/data/hk_ipo.sqlite and b/data/hk_ipo.sqlite differ diff --git a/data/raw/02697/prospectus_2026-06-22_2026062200041.pdf b/data/raw/02697/prospectus_2026-06-22_2026062200041.pdf new file mode 100644 index 0000000..2159531 Binary files /dev/null and b/data/raw/02697/prospectus_2026-06-22_2026062200041.pdf differ diff --git a/data/raw/03952/prospectus_2026-06-22_2026062200047.pdf b/data/raw/03952/prospectus_2026-06-22_2026062200047.pdf new file mode 100644 index 0000000..938bba5 Binary files /dev/null and b/data/raw/03952/prospectus_2026-06-22_2026062200047.pdf differ diff --git a/data/raw/06715/prospectus_2026-06-22_2026062200025.pdf b/data/raw/06715/prospectus_2026-06-22_2026062200025.pdf new file mode 100644 index 0000000..0794b46 Binary files /dev/null and b/data/raw/06715/prospectus_2026-06-22_2026062200025.pdf differ diff --git a/data/raw/06915/prospectus_2026-06-22_2026062200065.pdf b/data/raw/06915/prospectus_2026-06-22_2026062200065.pdf new file mode 100644 index 0000000..cd89e21 Binary files /dev/null and b/data/raw/06915/prospectus_2026-06-22_2026062200065.pdf differ diff --git a/data/raw/hkex_new_listing_information/main_board_20260622.html b/data/raw/hkex_new_listing_information/main_board_20260622.html new file mode 100644 index 0000000..7769cfc --- /dev/null +++ b/data/raw/hkex_new_listing_information/main_board_20260622.html @@ -0,0 +1,568 @@ + + + + +
+| 股票代碼 | 股票名稱 | 操作 | 招股價 (HKD) | 每手股數 | 入場費 (HKD) | 預計孖展倍數 | 認購截止時間 | 公布結果 | 上市 | 招股書 |
|---|---|---|---|---|---|---|---|---|---|---|
| 01956.HK | 中科聞歌 最大10倍槓杆融資 | 60.70 - 60.70 | 200 | 12,262.44 | 625.33倍 |
+ 2026-06-23
+ + 10:00 + 還剩17小时 | 2026-06-24 | 2026-06-26 | 查看 | |
| 01688.HK | 領益智造 最大10倍槓杆融資 | 10.18 - 10.18 | 660 | 6,786.56 | 6.54倍 |
+ 2026-06-23
+ + 10:00 + 還剩17小时 | 2026-06-24 | 2026-06-26 | 查看 | |
| 02272.HK | 科拓股份 最大10倍槓杆融資 | 39.55 - 39.55 | 60 | 2,396.92 | 75.16倍 |
+ 2026-06-23
+ + 10:00 + 還剩17小时 | 2026-06-24 | 2026-06-26 | 查看 | |
| 09630.HK | 芯碁微裝 最大10倍槓杆融資 | 240.09 - 252.73 | 50 | 12,763.94 | 84.76倍 |
+ 2026-06-23
+ + 10:00 + 還剩17小时 | 2026-06-24 | 2026-06-26 | 查看 | |
| 03661.HK | 聖邦股份 最大10倍槓杆融資 | 85.20 - 85.20 | 100 | 8,605.92 | 12.80倍 |
+ 2026-06-23
+ + 10:00 + 還剩17小时 | 2026-06-24 | 2026-06-26 | 查看 | |
| 06228.HK | MERDEKAGOLD-DRS 最大10倍槓杆融資 | 26.60 - 26.60 | 100 | 2,686.82 | 2.14倍 |
+ 2026-06-23
+ + 10:00 + 還剩17小时 | 2026-06-24 | 2026-06-26 | 查看 | |
| 02672.HK | 白鴿在線 最大10倍槓杆融資 | 15.60 - 20.28 | 200 | 4,096.91 | 7.52倍 |
+ 2026-06-24
+ + 10:00 + 還剩2天 | 2026-06-25 | 2026-06-29 | 查看 | |
| 01191.HK | 海光芯正 最大10倍槓杆融資 | 114.00 - 114.00 | 50 | 5,757.48 | 45.38倍 |
+ 2026-06-24
+ + 10:00 + 還剩2天 | 2026-06-25 | 2026-06-29 | 查看 | |
| 09637.HK | 禮邦醫藥-B 最大10倍槓杆融資 | 22.60 - 22.60 | 100 | 2,282.79 | 24.01倍 |
+ 2026-06-24
+ + 10:00 + 還剩2天 | 2026-06-25 | 2026-06-29 | 查看 | |
| 06915.HK | 江西生物 最大10倍槓杆融資 | 9.33 - 13.06 | 500 | 6,595.86 | 1.20倍 |
+ 2026-06-25
+ + 10:00 + 還剩3天 | 2026-06-26 | 2026-06-30 | 查看 | |
| 06715.HK | 鱘龍科技 最大10倍槓杆融資 | 75.50 - 75.50 | 100 | 7,626.14 | 1.69倍 |
+ 2026-06-25
+ + 10:00 + 還剩3天 | 2026-06-26 | 2026-06-30 | 查看 | |
| 02697.HK | 真健康醫療-B 最大10倍槓杆融資 | 119.30 - 135.40 | 20 | 2,735.30 | 0.25倍 |
+ 2026-06-25
+ + 10:00 + 還剩3天 | 2026-06-26 | 2026-06-30 | 查看 | |
| 03952.HK | 來福諧波 最大10倍槓杆融資 | 77.00 - 85.50 | 100 | 8,636.22 | 1.95倍 |
+ 2026-06-25
+ + 10:00 + 還剩3天 | 2026-06-26 | 2026-06-30 | 查看 |
| 股票代碼 | 股票名稱 | 操作 | 招股價 (HKD) | 每手股數 | 入場費 (HKD) | 預計孖展倍數 | 暗盤時間 | 公布結果 | 上市 | 招股書 |
|---|---|---|---|---|---|---|---|---|---|---|
| 06067.HK | 星源材質 | -- | 8.98 - 8.98 | 500 | 4,535.28 | 898.50倍 | -- | 2026-06-18 | 2026-06-23 | 查看 |
| 06132.HK | 華健未來-B | -- | 81.80 - 81.80 | 100 | 8,262.49 | 1271.27倍 | -- | 2026-06-18 | 2026-06-23 | 查看 |
| 06106.HK | 仙工智能 | -- | 101.60 - 101.60 | 50 | 5,131.24 | 4572.66倍 | -- | 2026-06-22 | 2026-06-24 | 查看 |
| 02335.HK | 麥科醫藥-B | -- | 18.20 - 21.00 | 200 | 4,242.36 | 663.28倍 | -- | 2026-06-22 | 2026-06-24 | 查看 |
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| 巴奴國際控股有限公司 | 主板 | 正在處理 | 2026-06-17 | -- | |
| 上海君賽生物股份有限公司 | 主板 | 正在處理 | 2026-06-16 | -- | |
| Beijing Sifang Automation Co., Ltd. | 主板 | 正在處理 | 2026-06-16 | -- | |
| 救世集團有限公司 | 創業板 | 正在處理 | 2026-06-16 | -- | |
| 深圳庫博能源股份有限公司 | 主板 | 正在處理 | 2026-06-16 | -- | |
| 北京四方繼保自動化股份有限公司 | 主板 | 正在處理 | 2026-06-16 | -- | |
| 古瑞瓦特股份有限公司 | 主板 | 正在處理 | 2026-06-16 | -- |