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湖南鳴鳴很忙商業連鎖股份有限公司
BUSY MING GROUP CO., LTD.
Stock Code : 1768
(A joint stock company incorporated in the People’s Republic of China with limited liability)
GLOBAL OFFERING
Joint Sponsors, Joint Sponsor-Overall Coordinators,
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager


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IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain professional independent advice.
BUSY MING GROUP 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
: 14,101,100 H Shares (subject to
the Offer Size Adjustment Option
and the Over-allotment Option)
Number of Hong Kong Offer Shares : 1,410,200 H Shares (subject to
reallocation)
Number of International Offer Shares : 12,690,900 H Shares (subject to
reallocation, the Offer Size
Adjustment Option and the
Over-allotment Option)
Maximum Offer Price : HK$236.60 per H Share, plus brokerage
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% (payable
in full on application in Hong Kong
dollars and subject to refund)
Nominal value : RMB1.00 per H Share
Stock code : 1768
Joint Sponsors, Joint Sponsor-Overall Coordinators,
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take
no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liabilit y
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 and
Available on Display” in this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong
and the Registrar of Companies in Hong 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 determined by agreement between the Overall Coordinators (on behalf of the Underwriters) and our Company on the
Price Determination Date. The Price Determination Date is expected to be on or before Monday, January 26, 2026 (Hong Kong time) and, in any event,
not later than 12:00 noon Monday, January 26, 2026 (Hong Kong time). The Offer Price will not be more than HK$236.60 per Offer Share and is currently
expected to be not less than HK$229.60 per Offer Share unless otherwise announced. If, for any reason, the Offer Price is not agreed by 12:00 noon
Monday, January 26, 2026 (Hong Kong time) between the Overall Coordinators (on behalf of the Underwriters) and our Company, the Global Offering
will not proceed and will lapse.
The Overall Coordinators, on behalf of the Underwriters, may, where considered appropriate and with the consent of our Company, reduce the number
of Hong Kong Offer Shares and/or the indicative Offer Price range below that is stated in this prospectus (being HK$229.60 per Offer Share to
HK$236.60 per Offer Share) at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such 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 website of our
Company at http://www.busyming.com/
and on the website of the Hong Kong Stock Exchange at www.hkexnews.hk as soon as practicable following
the decision to make such reduction, and in any event not later than the morning of the last day for lodging applications under the Hong Kong Public
Offering. For further details, see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares” in this prospectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Overall Coordinators
(on behalf of the Underwriters) if certain events occur prior to 8:00 a.m. on the Listing Date. For details, 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 offered, sold, pledged or otherwise transferred within the United States, except pursuant to an available exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable state securities laws
in the United States. The Offer Shares may only be offered and sold (a) in the United States to QIBs in reliance on Rule 144A or another available
exemption from registration requirements under the U.S. Securities Act, and (b) outside the United States in offshore transactions in reliance
on Regulation S. No public offering of the Offer Shares will be made in the United States.
IMPORTANT
January 20, 2026


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IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offering. We will not provide printed copies of this Prospectus 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 http://www.busyming.com/ . Y ou may download and print
from these website addresses if you want a printed copy of this Prospectus.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online via the White Form eIPO service at www.eipo.com.hk ;o r
(2) apply through the HKSCC EIPO channel to electronically cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian who
is a HKSCC Participant to submit electronic application instruction(s) on your
behalf through HKSCC’s FINI system in accordance with your instructions.
We will not provide any physical channels to accept any application for the Hong
Kong Offer Shares by the public. The contents of the electronic version of this
Prospectus are identical to the printed prospectus as registered with the Registrar of
Companies in Hong Kong pursuant to Section 342C of the Companies (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 stated above.
Please refer to the section headed “How to Apply for Hong Kong Offer Shares” in
this Prospectus for further details on the procedures through which you can apply for the
Hong Kong Offer Shares electronically.
IMPORTANT
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Y our application through the White Form eIPO service or the HKSCC EIPO channel
must be made for a minimum of 100 Hong Kong Offer Shares and in multiples of that number
of Hong Kong Offer Shares as set out in the table below. No application for any other number
of Hong Kong Offer Shares will be considered and such an application is liable to be rejected.
If you are applying through the White Form eIPO service, you may refer to the table
below for the amount payable for the number of H Shares you have selected. Y ou must pay the
respective amount payable on application in full upon application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, your broker or custodian may
require you to pre-fund your application in such amount as determined by the broker or
custodian, based on the applicable laws and regulations in Hong Kong. Y ou are responsible for
complying with any such pre-funding requirement imposed by your broker or custodian with
respect to the Hong Kong Offer Shares you applied for.
BUSY MING GROUP CO., LTD.
(HK$236.60 per Hong Kong Offer Share)
NUMBER OF HONG KONG OFFER SHARES THAT MAY BE APPLIED FOR AND
PAYMENTS
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 23,898.62 1,500 358,479.16 8,000 1,911,888.89 250,000 59,746,527.76
200 47,797.22 2,000 477,972.23 9,000 2,150,874.99 300,000 71,695,833.30
300 71,695.84 2,500 597,465.28 10,000 2,389,861.11 350,000 83,645,138.86
400 95,594.45 3,000 716,958.32 20,000 4,779,722.22 400,000 95,594,444.40
500 119,493.05 3,500 836,451.39 30,000 7,169,583.34 450,000 107,543,749.96
600 143,391.66 4,000 955,944.44 40,000 9,559,444.45 500,000 119,493,055.50
700 167,290.28 4,500 1,075,437.51 50,000 11,949,305.56 550,000 131,442,361.06
800 191,188.88 5,000 1,194,930.55 100,000 23,898,611.10 600,000 143,391,666.60
900 215,087.50 6,000 1,433,916.67 150,000 35,847,916.66 650,000 155,340,972.16
1,000 238,986.11 7,000 1,672,902.78 200,000 47,797,222.20 705,100
(1) 168,509,106.87
(1) Maximum number of Hong Kong Offer Share you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as
defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy, collected by the Stock
Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock Exchange
on behalf of the AFRC).
IMPORTANT
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If there is any change in the following expected timetable, we will issue an
announcement to be published on the websites of the Company at
http://www.busyming.com/ and the Hong Kong Stock Exchange at www.hkexnews.hk .
Date (1)
Hong Kong Public Offering commences ...................... .9:00 a.m. on Tuesday,
January 20, 2026
Latest time for completing electronic applications under
White Form eIPO service through the designated
website www.eipo.com.hk (2) ............................... 1 1:30 a.m. on Friday,
January 23, 2026
Application lists open (3) .................................... 1 1:45 a.m. on Friday,
January 23, 2026
Latest time for (a) completing payment for White Form
eIPO applications by effecting internet banking transfer(s)
or PPS payment transfer(s) and (b) giving electronic
application instructions to HKSCC (4) ...................... .12:00 noon on Friday,
January 23, 2026
If you are instructing your broker or custodian who is a HKSCC Participant to submit
electronic application instructions on your behalf through HKSCC’s FINI system to apply for
the Hong Kong Offer Shares, you are advised to contact your broker or custodian for the latest
time for giving such instructions which may be different from the latest time as stated above.
Application lists close (3) .................................. .12:00 noon on Friday,
January 23, 2026
Expected Price Determination Date (5) .....................b y 12:00 noon on Monday,
January 26, 2026
(1) 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 on our website at
http://www.busyming.com/
(6) and the website of the
Hong Kong Stock Exchange at www.hkexnews.hk
on or before ........................................ 1 1:00 p.m. on Tuesday,
January 27, 2026
EXPECTED TIMETABLE
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(2) 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 Hong Kong Stock Exchange at
http://www.busyming.com/
(6) and
www.hkexnews.hk , respectively ........................ 1 1:00 p.m. on Tuesday,
January 27, 2026
 from the designated results of allocations
website at www.iporesults.com.hk
(alternatively: www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function from ..................... 1 1:00 p.m. on Tuesday,
January 27, 2026 to
12:00 midnight on Monday,
February 2, 2026
 from the allocation results telephone enquiry
by calling +852 2862 8555
between 9:00 a.m. and 6:00 p.m. from ............. W ednesday, January 28, 2026 to
Monday, February 2, 2026
(excluding Saturday, Sunday and
public holiday in Hong Kong)
Despatch of H Share certificates or deposit of
the H Share certificates into CCASS in respect
of wholly or partially successful applications
pursuant to the Hong Kong Public Offering
on or before
(7)(9) .................................... T uesday, January 27, 2026
White Form e-Refund payment instructions/refund
checks in respect of wholly or partially successful
applications (if applicable) or wholly or partially
unsuccessful applications to be dispatched/collected
on or before
(8)(9) .................................. W ednesday, January 28, 2026
Dealings in the H Shares on the Stock Exchange
expected to commence at 9:00 a.m. on ................. W ednesday, January 28, 2026
EXPECTED TIMETABLE
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Notes:
(1) All dates and times refer to Hong Kong local dates and times, except as otherwise stated.
(2) Y ou will not be permitted to submit your application under the White Form eIPO service through the
designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you
have already submitted your application and obtained an application reference number from the designated
website at or before 11:30 a.m., you will be permitted to continue the application process (by completing
payment of application monies) until 12:00 noon on the last day for submitting applications, when the
application lists close.
(3) If there is/are a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning and/or
Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Friday, January
23, 2026, the application lists will not open or close on that day. See “How to Apply for Hong Kong Offer
Shares — E. Severe Weather Arrangements” in this prospectus.
(4) Applicants who apply for Hong Kong Offer Shares by instructing their broker or custodian to submit
electronic application instructions on their behalf through HKSCC’s FINI system in accordance with their
instructions should refer to the section headed “How to Apply for Hong Kong Offer Shares — A. Applications
for Hong Kong Offer Shares — 2. Application Channels” in this prospectus.
(5) The Price Determination Date is expected to be on or before Monday, January 26, 2026. If, for any reason, we
do not agree with the Overall Coordinators (on behalf of the Underwriters) on the pricing of the Offer Shares
by 12:00 noon on Monday, January 26, 2026, the Global Offering will not proceed and will lapse.
(6) None of the websites set out in this section or any of the information contained on the websites forms part of
this prospectus.
(7) H Share certificates will only become valid evidence of title at 8:00 a.m. on 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” in this prospectus has not been exercised. Investors who trade H Shares on the basis of publicly
available allocation details or prior to the receipt of H Share certificates or the H Share certificates becoming
valid do so entirely at their own risk.
(8) White Form e-Refund payment instructions/refund checks will be issued in respect of wholly or partially
unsuccessful applications pursuant to the Hong Kong Public Offering and also in respect of wholly or partially
successful applications in the event that the final Public Offer Price is less than the price payable per Offer
Share on application. Part of the applicant’s identification document number, or, if the application is made by
joint applicants, part of the identification document number of the first-named applicant, provided by the
applicant(s) may be printed on the refund 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.
(9) 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 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 for details.
EXPECTED TIMETABLE
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Applicants who have applied through the White Form eIPO service and paid their applications monies
through single bank accounts may have refund monies (if any) dispatched to the bank account in the form of
White Form e-Refund payment instructions. Applicants who have applied through the White Form eIPO
service and paid their application monies through multiple bank accounts may have refund monies (if any)
dispatched to the address as specified in their application instructions in the form of refund checks in favor
of the applicant (or, in the case of joint applicants, the first-named applicant) by ordinary post at their own risk.
Any uncollected H Share certificates and/or refund checks will be dispatched by ordinary post, at the
applicants’ risk, to the addresses specified in the relevant applications.
Further information is set out in the 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.
The above expected timetable is a summary only. For further details of the structure of
the Global Offering, including its conditions, and the procedures for applications for Hong
Kong Offer Shares, please refer to the sections headed “Structure of the 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 such a case, we will make an announcement
as soon as practicable thereafter.
EXPECTED TIMETABLE
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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, any of
the Joint Sponsors, the Joint Sponsor-Overall Coordinators, the Overall Coordinators,
the Capital Market Intermediaries, the Joint Global Coordinators, the Joint Bookrunners,
the Joint Lead Managers, the Underwriters, any of our or their respective directors,
officers, employees, agents, or representatives of any of them or any other parties
involved in the Global Offering.
Page
Important ......................................................... i
Expected Timetable ................................................. i i i
Contents .......................................................... v i i
Summary ......................................................... 1
Definitions ........................................................ 2 7
Glossary of Technical Terms .......................................... 4 4
Forward-Looking Statements ......................................... 4 7
Risk Factors ....................................................... 4 9
Waivers and Exemptions ............................................. 8 2
CONTENTS
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Information about this Prospectus and the Global Offering ................. 9 0
Directors and Parties Involved in the Global Offering ..................... 9 5
Corporate Information .............................................. 1 0 3
Industry Overview .................................................. 1 0 5
Regulatory Overview ................................................ 1 1 6
History, Development and Corporate Structure ........................... 1 3 3
Business .......................................................... 1 6 0
Directors and Senior Management ..................................... 2 3 9
Relationship with our Controlling Shareholders ........................... 2 5 3
Substantial Shareholders ............................................. 2 5 7
Share Capital ...................................................... 2 5 9
Financial Information ............................................... 2 6 4
Cornerstone Investors ............................................... 3 2 2
Future Plans and Use of Proceeds ...................................... 3 3 3
Underwriting ...................................................... 3 3 9
Structure of the Global Offering ....................................... 3 5 2
How to Apply for Hong Kong Offer Shares .............................. 3 6 4
Appendix I Accountants’ Report ................................ I - 1
Appendix IA Accountants’ Report of Super Ming Group .............. IA-1
Appendix II Unaudited Pro Forma Financial Information ............. II-1
Appendix IIA Profit Estimate ..................................... IIA-1
Appendix III Taxation and Foreign Exchange ....................... III-1
Appendix IV Summary of Principal Legal and Regulatory Provisions .... I V - 1
Appendix V Summary of the Articles of Association ................. V - 1
Appendix VI Statutory and General Information ..................... VI-1
Appendix VII Documents Delivered to the Registrar of Companies and
Available on Display ............................... VII-1
CONTENTS
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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 and is qualified in its entirety by, and should be in conjunction with, the
full text of this prospectus. You should read the entire prospectus before you decide to
invest in the Offer Shares.
There are risks associated with any investment. Some of the particular risks in
investing in the Offer Shares are set out in the section headed “Risk Factors” in this
prospectus. You should read that section carefully in full before you decide to invest in
the Offer Shares.
OVERVIEW
Who We Are
We are an established and robustly growing food and beverage retailer in China. Stores
within our store network are predominantly located in high-traffic, highly visible and easily
accessible street-side locations. We are dedicated to offering a joyful and comfortable browsing
and shopping experience. We provide a wide variety of value-for-money products and
frequently launched new SKUs. We were founded on our founders’ commitment to meeting the
demand for affordable and high-quality snacks among consumers. Through supply chain
streamlining and ongoing product portfolio improvement, we have redefined our product
portfolio and the retail pricing system, adopting the value retail model*. The unique experience
we have accumulated in snacks also benefited our expansion into a broader range of product
categories. As of September 30, 2025, our store network comprised 19,517 stores covering 28
provinces and all city tiers in China, with approximately 59% of stores within our store
network located in counties and townships. In 2024, we recorded a GMV of RMB55.5 billion.
In the nine months ended September 30, 2025, we recorded a GMV of RMB66.1 billion,
representing an increase of 74.5% from the same period in 2024. According to Frost &
Sullivan, in terms of GMV of snack and beverage products in 2024, we are the largest chain
retailer in China; in terms of GMV of food and beverage products in 2024, we are the fourth
largest chain retailer in China and maintain a rapid growth. According to China Chain Store &
Franchise Association, we are one of the 2024 Top 10 chain stores in China, as well as the
fastest-growing chain store among the Top 10 chain stores in 2024. The following chart sets
forth our key operating metrics:
RMB55.5+bn
GMV1
19,517
Store Count2
1.6+bn
Annual Number of Orders1
No. 1
China’s Snack
and Beverage
Chain Retailers1, 3
China’s Food
and Beverage
Chain Retailers1, 3
No. 4
3,997
Total Number of In-stock SKUs2
~59%
% of Stores Located in
Counties and Townships2
~25%
Products Offered at Prices on
Average Lower than Offline
Supermarkets Channels4
Leader of
the Value
Retail Model3
* A snack and beverage retailer operating under the value retail model specializes in multi-brand, multi-category
and multi-specification snacks and beverages, focusing on value for money and creating a one-stop shopping
experience of a wide range of carefully curated products.
SUMMARY
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Notes:
1 The year ended December 31, 2024;
2 As of September 30, 2025;
3 According to Frost & Sullivan, in terms of retail sales value in 2024; and
4 According to Frost & Sullivan, compared with similar products available in the supermarket channel as of
December 31, 2024 (based on a comparative analysis of prices for a basket of commonly consumed snack and
beverage products of our Group and the supermarket channel).
We own two brands, “Busy for Y ou” (“ώ”) and “Super Ming” (“࠮.)”
Busy for Y ou” was founded by Mr. Y an Zhou in March 2017 in Changsha, Hunan Province.
“Super Ming” was founded by Mr. Zhao Ding in January 2019 in Yichun, Jiangxi Province.
Given the complementary regional coverage and established consumer recognition, we adopted
a dual-brand strategy after the Super Ming Acquisition. We have deeply integrated operational
and management processes and achieved a unified Group brand. In terms of operations, we
have integrated operational systems and holistically aligned operating procedures, achieving
seamless information sharing between the two brands and standardized operations. In terms of
management, we have established a unified organizational structure for both internal
management and external presentations. The deep integration of the two brands enhances our
supply chain efficiency and cost competitiveness through synergies between the two brands
and enables us to achieve economies of scale. Both “Busy for Y ou” and “Super Ming” achieved
store expansion after the Super Ming Acquisition. Our number of stores increased significantly
from 6,585 as of December 31, 2023 to 19,517 as of September 30, 2025.
During the Track Record Period, our products included (i) bakery, (ii) biscuits, (iii) nuts
and seeds, (iv) puffed snacks and instant meals, (v) deli snacks, (vi) confectionery, chocolates
and preserves, and (vii) beverages. With a wide choice of SKUs and diverse product
specifications, high-quality products, affordable prices and frequently launched new SKUs, our
product supply stands out from competitors and demonstrates our commitment to excellence
and consumer satisfaction. We had a total of 3,997 in-stock SKUs as of September 30, 2025.
We generally require each store to maintain a minimum of 1,800 SKUs.
We primarily operate under the franchise model, authorizing our franchisees to sell snacks
and beverages through franchised stores under our brands. Our business growth depends on
cooperation with franchisees who are committed to our value and highly motivated to grow our
brands and store network. We seek to maintain close and long-term mutually beneficial
relationships with our franchisees by establishing a supporting platform. During the Track
Record Period, all of our franchised stores were located in China. Our successful franchise
model propelled the rapid growth of our store network throughout China. Our customers
primarily comprise the franchisees who operate franchised stores pursuant to the franchise
agreements. During the Track Record Period, we generated a substantial majority of revenue
from (i) sales of goods to franchisees and (ii) fees for franchising services.
SUMMARY
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Our Value Retail Model Addresses the Pain Points in China’s Snack and Beverage Retail
Industry
Traditional retail model for snack and beverage products typically prioritize sales and
production efficiency, often neglecting consumer purchasing demand and habits. Furthermore,
numerous price markups and intermediaries impede swift responses to consumers’ changing
tastes. In addition, limited product selection results in outdated and homogeneous products,
while undeveloped supply chain and infrastructure in lower-tier markets lead to considerable
unmet consumer demand for affordable products.
We are a leader of the value retail model, addressing industry pain points through creating
a joyful and comfortable browsing and shopping experience, inventively developing product
portfolio, as well as streamlining supply chain:
Rich and diverse products as well as a joyful and comfortable browsing and shopping
experience . Each store within our store network generally offers no fewer than 1,800 SKUs.
According to Frost & Sullivan, our average SKU count per store is twice that of snack and
beverage products in similarly sized supermarkets, fully meeting consumers’ needs for
diversity. In addition, we strive to provide a joyful and comfortable browsing and shopping
experience to consumers through lighting, product display, store flow design and interactive
in-store activities that integrate shopping, entertainment and socializing, thereby boosting the
time consumers spend in stores within our store network and the market recognition of stores
within our store network.
Product selection and customization centered on consumer needs . With more than 1.6
billion orders placed in stores within our store network in 2024, we leverage deep insights into
consumers’ preferences to customize products. As of September 30, 2025, approximately 34%
of our SKUs are customized in collaboration with the producers and brand owners. We have
also lowered the threshold for trying new products by offering customized small-packaged
products and weight-priced individual-pack products. Furthermore, we have established a
standardized product selection decision-making mechanism consisting of initial selection, trial
tastings, trial sales and product promotion. In 2024 and the nine months ended September 30,
2025, we on average introduced hundreds of new products each month.
Streamlined supply chain to enhance the value for money of products . By sourcing
directly from producers or brand owners and selling directly to end consumers, we reduce
intermediaries and achieve economies of scale. Our high-quality products are priced
approximately 25% lower than the average for similar products available in the supermarket
channel as of December 31, 2024, according to Frost & Sullivan (based on a comparative
analysis of prices for a basket of commonly consumed snack and beverage products of our
Group and the supermarket channel).
SUMMARY
–3–


--- page 14 ---
Wide coverage of lower-tier markets. As of September 30, 2025, our store network
comprised 19,517 stores, with approximately 59% located in counties and townships, covering
1,341 counties. This broad and deep store network coverage ensures affordable and
high-quality products reach consumers across all city tiers.
We have also developed capabilities in full-stack digitalization and comprehensive
franchisee empowerment, which enable us to improve the efficiency and scale of our
operations, and lead the industry development:
Full-stack digitalization capabilities . According to Frost & Sullivan, as of December 31,
2024, we had the largest digitalization team among snack and beverage specialty retailers in
China and had developed full-stack digitalization capabilities covering product selection and
procurement, warehousing and logistics as well as franchisee and store management, which
ensure our standardized and efficient operations at scale.
Comprehensive franchisee empowerment . Our franchisee empowerment includes
visualized store display templates from which franchisees can choose, standardized
management of franchised stores and comprehensive training offered to franchisees and their
store staff. We believe that our franchisee empowerment fosters close and stable franchisee
relationships, and enables a cohesive consumer experience and service across stores within our
store network.
Under our value retail model, we accumulate insights into consumer demand, thereby
achieving product selection and customization. Benefiting from our scale purchasing, high
turnover rates and product quality advantage, and through stores at highly visible, easily
accessible locations, we offer consumers a wide variety of value-for-money products and
frequently launched new SKUs as well as a joyful and comfortable browsing and shopping
experience. Our full-stack digitalization and franchisee empowerment capabilities
comprehensively underpin our excellent operating capabilities. During the Track Record
Period, we achieved rapid growth far exceeding that of the snack and beverage retail industry.
Outstanding Financial Performance
Our revenue was primarily derived from (i) sales of goods to franchisees and (ii) fees for
franchising services. Benefitting from our organic growth and acquisition, during the Track
Record Period, we recorded high-speed growth and robust profitability. Our revenue increased
by 140.2% from RMB4,285.7 million in 2022 to RMB10,295.3 million in 2023, and further
increased by 282.2% to RMB39,343.5 million in 2024, at a CAGR of 203.0% from 2022 to
2024. Our revenue further increased by 75.2% from RMB26,465.5 million in the nine months
ended September 30, 2024 to RMB46,371.5 million in the nine months ended September 30,
2025. The Super Ming Acquisition partially contributed to our revenue growth from 2022 to
2023. Our revenue increased significantly to RMB10,295.3 million in 2023 from RMB4,285.7
million in 2022; the acquired Super Ming stores contributed RMB1,047.4 million (representing
the revenue generated by these stores in December 2023), accounting for 10.2% of our total
revenue in 2023. After the Super Ming Acquisition, in 2024 and the nine months ended
SUMMARY
–4–


--- page 15 ---
September 30, 2025, our two brands, now unified under integrated operations and management,
have together propelled our sustained revenue growth. We achieved adjusted net profit
(non-IFRS measure) of RMB81.5 million, RMB234.8 million and RMB912.6 million in 2022,
2023 and 2024, respectively, at a CAGR of 234.6% from 2022 to 2024. Our adjusted net profit
(non-IFRS measure) increased by 240.8% from RMB531.0 million in the nine months ended
September 30, 2024 to RMB1,809.9 million in the nine months ended September 30, 2025.
OUR STRENGTHS
We believe the following strengths position us well to capitalize on the opportunities in
China’s snack and beverage retail industry:
 An Established Food and Beverage Retailer Continued Rapid Growth
 Outstanding Product Offering Capabilities Supported by Reliable Supply Chain
 A Joyful and Comfortable Browsing and Shopping Experience, with a Consistency
Enabled by Our Standardized Store Operations
 Extensive Store Network Coverage with Deep Penetration, Featuring Highly Visible
and Easily Accessible Store Locations
 Ingrained Brand Image and Innovative Marketing Strategies, Making Us the Go-to
Brand for Consumers in China
 Full-stack Digital Capabilities Further Driving Excellence in Operations
 Management Team with Strategic Foresight and Integrity-Driven, Pragmatic
Corporate Culture
OUR STRATEGIES
We will continue to pursue the following strategies which will drive further growth:
 To Systematically Upgrade Our Store Network
 To Proactively Upgrade Products in Response to Market Demand
 To Continuously Optimize and Upgrade Our Supply Chain System
 To Enhance Digital Capabilities to Optimize Management Efficiency
 To Further Increase Marketing Efforts and Strengthen Brand Influence
 To Explore Potential Investment and Acquisition Opportunities
SUMMARY
–5–


--- page 16 ---
THE SUPER MING ACQUISITION
We completed the Super Ming Acquisition in November 2023 and started to consolidate
Super Ming Group’s financial information since December 2023. Specifically, in 2023, we
only consolidated items of Super Ming Group’s statements of profit or loss and other
comprehensive income and cash flow for December 2023, while we consolidated the entire
amount of items in Super Ming Group’s statements of financial position as of December 31,
2023. Fiscal year 2024 was the first full fiscal year after the Super Ming Acquisition. Our
Group’s overall operating data in 2023 included only Super Ming Group’s operating data for
December 2023, while our Group’s overall operating data as of December 31, 2023 included
Super Ming Group’s operating data up to December 31, 2023. For example, our Group’s total
GMV and total number of orders in 2023 included only the GMV and number of orders of
“Super Ming” stores in December 2023, while our Group’s number of stores as of December
31, 2023 included the full amount of Super Ming Group’s store.
Except for differences in geographical locations, there is no material difference between
the two brands in terms of targeted customers, market position, branding, marketing, store
opening strategy or franchise model after the acquisition. See “Business — Our Store
Network.”
SUMMARY
–6–


--- page 17 ---
OUR STORE NETWORK
We opened our first store in 2017 in Changsha, Hunan Province, under the brand name
“Busy for Y ou”. In 2023, we acquired “Super Ming.” Our two brands generally do not have
stores in the same geographic area, achieving optimal geographic complementarity. As of
September 30, 2025, we had established a store network comprising 19,517 stores spanning 28
provinces in China across all city tiers, with approximately 59% of stores within our store
network located in counties and townships. Our store network reached 1,224 counties as of
December 31, 2024, accounting for approximately 66% of all counties in China as of the same
date. Our store network further reached 1,341 counties as of September 30, 2025. The
following map illustrates the presence of stores within our store network across China as of
September 30, 2025:
NEI MONGOL ZIZHIQU
TIANJIN SHI
BEIJING SHI
LIAONING
JILIN
HEILONGJIANG
HAINAN
HAINAN
YUNNAN
XIZANG ZIZHIQU
XINJIANG UYGUR ZIZHIQU
QINGHAI
SHAANXI
SHANXI
HEBEI
NINGXIA HUIZU
ZIZHIQU
GUANGXI
ZHUANGZU
ZIZHIQU
SICHUAN
SHANGHAI SHIHUBEI
HENAN
GANSU
HUNAN
GUIZHOU FUJIAN
JIANGXI
ZHEJIANG
GUANGDONG
HONG KONG
SARMACAU
SAR
TAIWAN
TAIWANFUJIANGUANGDONGGUANGXI
ZHUANGZU
ZIZHIQU
MACAU
SAR
HONG KONG
SAR
CHONGQING SHI
ANHUI
SHANDONG
JIANGSU
South China Sea
NANHAI ZHUDAO
the provinces covered by
our current store network
SUMMARY
–7–


--- page 18 ---
We primarily operate under the franchise model, authorizing our franchisees to sell snacks
and beverages through franchised stores under our brands. See “Business — Our Franchise
Model.” In addition, we strategically operate self-operated stores to enhance brand recognition
and gain market intelligence. See “Business — Our Store Network — Self-operated Stores.”
The following table sets forth the number of stores within our store network by nature as
of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
Number
of stores %
Number
of stores (1) %
Number
of stores %
Number
of stores %
(count, except for percentages)
Self-operated stores /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 0.2 16 0.2 15 0.1 23 0.1
Franchised stores /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,898 99.8 6,569 99.8 14,379 99.9 19,494 99.9
- Busy for Y ou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,898 99.8 3,931 59.7 6,795 47.2 8,407 43.1
- Super Ming /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,638 40.1 7,584 52.7 11,087 56.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,902 100.0 6,585 100.0 14,394 100.0 19,517 100.0
Note:
(1) Including 2,433 stores acquired through the Super Ming Acquisition. See “History, Development and
Corporate Structure — Major Acquisition — The Super Ming Acquisition.”
The following table sets forth the number of stores within our store network by brand as
of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
Busy for Y ou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,902 3,946 6,808 8,419
Super Ming (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,639 7,586 11,098
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,902 6,585 14,394 19,517
Note:
(1) Before the Super Ming Acquisition, the total number of “Super Ming” stores was 630 as of December
31, 2022.
SUMMARY
–8–


--- page 19 ---
The following table sets forth the key operating metrics relating to stores within our store
network for the periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 (1) 2024 2024 2025
Total GMV (RMB in millions) /H1118/H1118/H1118/H11186,447 15,325 55,531 37,858 66,060
– Busy for Y ou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,447 13,950 26,207 18,387 28,000
– Super Ming (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,375 29,324 19,471 38,060
Total number of orders (millions) /H1118/H1118 175 423 1,615 1,079 2,129
– Busy for Y ou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118175 387 773 533 904
– Super Ming (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 36 842 546 1,225
Average daily order volume
per store (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118385 388 452 462 481
Notes:
(1) The total GMV and number of orders in 2023 included GMV and number of orders of “Busy for Y ou”
stores throughout the year and the GMV and number of orders of “Super Ming” stores in December 2023
after the Super Ming Acquisition in November 2023. See “History, Development and Corporate
Structure — Major Acquisition — The Super Ming Acquisition.” The total GMV and number of orders
in 2024 included GMV and number of orders of both brands throughout the year.
(2) Calculated by dividing the aggregate number of orders placed by consumers for a particular period by
the aggregate number of days of operation of stores within our store network during the same period.
(3) Reflecting the GMV and number of orders of Super Ming since December 2023 after the Super Ming
Acquisition in November 2023. Before the Super Ming Acquisition, the GMV of “Super Ming” stores
was RMB1,643.3 million in 2022 and RMB8,790.9 million in the 11 months ended November 30, 2023;
the number of orders of “Super Ming” stores was 37.9 million in 2022 and 229.6 million in the 11
months ended November 30, 2023.
OUR PRODUCTS
During the Track Record Period, our products included (i) bakery, (ii) biscuits, (iii) nuts
and seeds, (iv) puffed snacks and instant meals, (v) deli snacks, (vi) confectionery, chocolates
and preserves, and (vii) beverages. With a wide choice of SKUs and diverse product
specifications, high-quality products, affordable prices and frequently launched new SKUs, our
product supply stands out from competitors and demonstrates our commitment to excellence
and consumer satisfaction. We had a total of 3,997 in-stock SKUs as of September 30, 2025.
We generally require each store to maintain a minimum of 1,800 SKUs.
SUMMARY
–9–


--- page 20 ---
As of September 30, 2025, approximately 34% of our SKUs were customized in terms of
flavors, packaging and/or specifications in collaboration with the producers and brand owners.
We enter into agreements with producers and brand owners, which sets out our specific
requirements in relation to the customized products. The producers and brand owners then
produce customized products based on the agreements. Once production is complete, sample
products are sent to us for quality inspection to ensure that the customized products meet our
requirements for flavors, packaging and/or specifications, as the case may be, to achieve
consumer satisfaction. Finally, the qualified customized products will be stocked in stores
within our store network for consumers to purchase.
OUR FRANCHISE MODEL
According to Frost & Sullivan, the franchise model is a common market practice in
China’s retail industry. Our business growth depends on cooperation with franchisees who are
committed to our value and highly motivated to grow our brands and store network. We seek
to maintain close and long-term mutually beneficial relationships with our franchisees by
establishing a supporting platform. During the Track Record Period, all of our franchised stores
were located in China. Our successful franchise model propelled the rapid growth of our store
network throughout China. While we rapidly grew, we have consistently maintained close
communications with our franchisees and comprehensively empowered them. Going forward,
we plan to utilize the franchise model to further expand our store network.
Under the franchise model, we generate revenue primarily from: (i) sales of goods to
franchisees and (ii) fees for franchising services. As of September 30, 2025, we were in
contract with a total of 9,552 franchisees, operating 19,494 franchised stores across 28
provinces across China.
There is no material difference in the franchise model under “Busy for Y ou” and “Super
Ming”. We cooperate with our franchisees on every major aspect of store operations to align
their business goals with our core values. We support franchisees with our strong brand
reputation, diverse range of product selection, industry expertise and resources, while they
manage the day-to-day operations according to our standard store operation procedures. This
allows us to focus on strengthening our brands, selecting products, improving our supply chain
capabilities, expanding our scale and enhancing store performance. This interest-aligned
approach fosters mutually beneficial relationships, attracting more franchisees to our network.
We believe the effective and systematic empowerment for our franchisees is critical to our
success. Therefore, our franchisees are not only our business partners, but also our teammates
who are committed to our business philosophy and motivated to grow our brand and store
network with us.
SUMMARY
–1 0–


--- page 21 ---
The following table sets forth the movement of our franchised stores during the Track
Record Period:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2025
Number of franchised stores
at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118823 1,898 6,569 14,379
Number of new franchised
stores opened during the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,089 2,282 8,083 5,326
Number of new franchised
stores acquired through
the Super Ming
Acquisition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 2,433
(1) N/A N/A
Number of franchised stores
closed during the
year/period
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 44 273 211
Number of franchised
stores at the end of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,898 6,569 14,379 19,494
Notes:
(1) This figure represents the number of stores acquired at the time of the acquisition. The stores opened
or closed under the “Super Ming” brand after the acquisition are counted as part of the normal store
openings and closings.
(2) In 2022, 2023, 2024 and the nine months ended September 30, 2025, a total number of 11, 44, 272 and
211 franchised stores were closed voluntarily by our franchisees, respectively. During the same periods,
a total number of three, nil, one and nil franchised stores were terminated by us, respectively, mainly
due to relevant stores’ failure to meet our operational standards.
OUR CUSTOMERS AND SUPPLIERS
Our suppliers include snack and beverage producers and brand owners. Purchases from
our largest supplier in each year/period during the Track Record Period accounted for 5.0%,
5.1%, 3.3% and 3.0% of our total purchase amount in the respective year/period. Purchases
from our five largest suppliers in each year/period during the Track Record Period accounted
for 14.6%, 11.4%, 13.2% and 13.1% of our total purchase amount in the respective year/period.
During the Track Record Period, we were not subject to any material supplier concentration
risk.
SUMMARY
–1 1–


--- page 22 ---
Our customers include the franchisees who operate franchised stores pursuant to the
franchise agreements. During the Track Record Period, we generated a substantial majority of
revenue from (i) sales of goods to franchisees and (ii) fees for franchising services.
Substantially all of our five largest customers in each year/period during the Track Record
Period are our franchisees. Revenue generated from our largest customer in each year/period
during the Track Record Period accounted for 2.6%, 1.5%, 1.0% and 0.3% of our total revenue
in the respective year/period. Revenue generated from our five largest customers in each
year/period during the Track Record Period accounted for 9.8%, 5.8%, 2.5% and 1.3% of our
total revenue in the respective year/period. During the Track Record Period, we were not
subject to any material customer concentration risk.
COMPETITION
China’s snack and beverage retail industry is highly competitive and fragmented. We
compete with other retailers in our industry in areas such as consumer loyalty, resource of
quality suppliers and store locations. Leveraging our competitive strengths, we believe that we
are positioned favorably against our competitors. According to Frost & Sullivan, we are the
largest chain retailer in China in terms of GMV of snack and beverage products in 2024.
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The following tables present our historical financial information for the years/periods or
as of the dates indicated. This summary has been derived from our historical financial
information set forth in the Accountants’ Report in Appendix I to this prospectus. The summary
historical financial data set forth below should be read together with, and is qualified in its
entirety by reference to, the historical financial information included in the Accountants’
Report in Appendix I to this prospectus, including the accompanying notes, and the information
set forth in “Financial Information.” Our historical financial information was prepared in
accordance with IFRS Accounting Standards.
SUMMARY
–1 2–


--- page 23 ---
Consolidated Statements of Profit or Loss and Other Comprehensive Income
The following table sets forth a summary of our results of operations for the years/periods
indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,285,745 10,295,318 39,343,511 26,465,472 46,371,465
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,966,394) (9,522,979) (36,344,463) (24,565,683) (41,861,454)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118319,351 772,339 2,999,048 1,899,789 4,510,011
Other income and gains, and
other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,824 5,645 23,190 (8,359) 58,430
Selling and marketing expenses /H1118 (159,138) (325,209) (1,476,110) (978,670) (1,723,198)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118(59,951) (117,660) (391,058) (234,675) (655,169)
Impairment losses on financial
assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(125) 116 (123) (99) (3,296)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,159) (2,899) (7,006) (5,000) (10,623)
Share of profits and losses of
associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (7,726) 4,293 5,821 3,696
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899,802 324,606 1,152,234 678,807 2,179,851
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(28,151) (107,072) (323,078) (189,928) (621,069)
Profit and total comprehensive
income for the year/period /H1118/H1118 71,651 217,534 829,156 488,879 1,558,782
For details on the accounting treatment of redemption rights and liquidation preference
rights of pre-IPO investments, see “— Pre-IPO Investments” below and note 29 to the
Accountants’ Report set out in Appendix I to this prospectus.
Non-IFRS Measure
To supplement our consolidated financial statements, which are presented in accordance
with IFRS Accounting Standards, we also use adjusted net profit (non-IFRS measures) as an
additional financial measure, which is not required by, or presented in accordance with IFRS
Accounting Standards. We believe this non-IFRS measure facilitates comparisons of operating
performance from year to year and company to company by eliminating potential impacts of
certain items. We believe this measure provides 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, such non-IFRS measure we presented may not be directly
comparable to similar measures presented by other companies. The use of this non-IFRS
measure should not be considered as substitute for analysis of our results of operations or
SUMMARY
–1 3–


--- page 24 ---
financial condition as reported under IFRS Accounting Standards. In addition, the non-IFRS
measure may be defined differently from similar terms used by other companies, and may not
be comparable to other similarly titled measures used by other companies.
We define adjusted net profit (non-IFRS measures) as profit for the year/period adjusted
by adding back share-based payment expenses and listing expenses. The following table
reconciles our adjusted net profit (non-IFRS measures) presented in accordance with IFRS
Accounting Standards, which is profit for the year/period:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
Profit for the year/period /H1118/H1118/H1118/H1118/H111871,651 217,534 829,156 488,879 1,558,782
Add:
– Share-based payment
expenses
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,844 17,275 77,343 42,090 233,516
– Listing expenses (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 6,144 – 17,565
Adjusted net profit (non-IFRS
measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,495 234,809 912,643 530,969 1,809,863
Notes:
(1) Share-based payment expenses are non-cash in nature and represent the arrangement under which we
received services from employees as consideration for our equity instruments. Share-based payment
expenses are not expected to result in future cash payments.
(2) Listing expenses represented expenses incurred in connection with the Global Offering.
Our revenue increased by 140.2% from RMB4,285.7 million in 2022 to RMB10,295.3
million in 2023, and further increased by 282.2% to RMB39,343.5 million in 2024. Our
revenue further increased by 75.2% from RMB26,465.5 million in the nine months ended
September 30, 2024 to RMB46,371.5 million in the nine months ended September 30, 2025.
Our net profit increased by 203.3% from RMB71.7 million in 2022 to RMB217.5 million in
2023, and further increased by 281.2% to RMB829.2 million in 2024. Our net profit increased
by 218.8% from RMB488.9 million in the nine months ended September 30, 2024 to
RMB1,558.8 million in the nine months ended September 30, 2025. Our adjusted net profit
(non-IFRS measures) increased by 188.1% from RMB81.5 million in 2022 to RMB234.8
million in 2023, and further increased by 288.7% to RMB912.6 million in 2024. Our adjusted
net profit (non-IFRS measures) further increased by 240.8% from RMB531.0 million in the
nine months ended September 30, 2024 to RMB1,809.9 million in the nine months ended
September 30, 2025. The above increases throughout the Track Record Period was mainly due
to (i) the expansion of our store network; and (ii) the Super Ming Acquisition. See “Financial
Information — Period-to-Period Comparison of Results of Operations.”
SUMMARY
–1 4–


--- page 25 ---
Revenue by Brand
The following table sets forth our revenue by brand during the Track Record Period:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Busy for Y ou /H1118/H1118/H1118/H1118/H11184,285,745 100.0 9,247,903 89.8 17,576,247 44.7 12,049,830 45.5 19,313,237 41.6
Super Ming (1) /H1118/H1118/H1118/H1118/H1118– – 1,047,415 10.2 21,767,264 55.3 14,415,642 54.5 27,058,228 58.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,285,745 100.0 10,295,318 100.0 39,343,511 100.0 26,465,472 100.0 46,371,465 100.0
Note:
(1) This reflects the revenue of Super Ming since December 2023 after the Super Ming Acquisition in November
2023. See “History, Development and Corporate Structure — Major Acquisition — The Super Ming
Acquisition.” For revenue of Super Ming prior to the Super Ming Acquisition, see “Financial Information —
Financial Information of Super Ming Group.”
Our revenue derived from Busy for Y ou increased from 2022 to 2024, and from the nine
months ended September 30, 2024 to the same period in 2025, as a result of the increase in the
number of “Busy for Y ou” stores and, therefore, the increased sales of goods to franchised
stores operated under Busy for Y ou. Our revenue derived from Super Ming increased from the
nine months ended September 30, 2024 to the same period in 2025, as a result of the increase
in the number of Super Ming stores and, therefore, the increased sales of goods to franchised
stores operated under the Super Ming brand.
SUMMARY
–1 5–


--- page 26 ---
Gross Profit and Gross Profit Margin
Our gross profit represents our revenue less our cost of sales, and our gross profit margin
represents gross profit divided by our revenue, expressed as a percentage. In 2022, 2023, 2024
and the nine months ended September 30, 2024 and 2025, we had gross profit of RMB319.4
million, RMB772.3 million, RMB2,999.0 million, RMB1,899.8 million and RMB4,510.0
million, respectively. During the same years/periods, we had gross profit margin of 7.5%,
7.5%, 7.6%, 7.2% and 9.7%, respectively.
The following table sets forth our gross profit and gross profit margin by brand during the
Track Record Period:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Busy for Y ou /H1118/H1118/H1118/H1118/H1118319,351 7.5 705,324 7.6 1,293,689 7.4 840,931 7.0 1,881,928 9.7
Super Ming (1) /H1118/H1118/H1118/H1118/H1118– – 67,015 6.4 1,705,359 7.8 1,058,858 7.3 2,628,083 9.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118319,351 7.5 772,339 7.5 2,999,048 7.6 1,899,789 7.2 4,510,011 9.7
Note:
(1) This reflects the gross profit and gross profit margin of “Super Ming” stores since December 2023 after the
Super Ming Acquisition in November 2023. See “History, Development and Corporate Structure — Major
Acquisition — The Super Ming Acquisition.” Before the Super Ming Acquisition, the gross profit margin of
Super Ming was 5.2% in 2022 and 5.6% in the 11 months ended November 30, 2023. See “Financial
Information — Financial Information of Super Ming Group.”
Our gross profit derived from Busy for Y ou increased from 2022 to 2024, and from the
nine months ended September 30, 2024 to the same period in 2025, in line with the increase
in the revenue from Busy for Y ou in the same periods. Our gross profit derived from Super
Ming increased from the nine months ended September 30, 2024 to the same period in 2025,
in line with the increase in the revenue from Super Ming in the same period. We have been
integrating operational and management processes of the two brands after the Super Ming
Acquisition, and, as of the Latest Practicable Date, the two brands had been deeply integrated.
As a result, the gross profit margins of the two brands aligned to comparable levels in 2024 and
the nine months ended September 30, 2025.
SUMMARY
–1 6–


--- page 27 ---
Key Items of Consolidated Statements of Financial Position
The following table sets forth selected information from our summary consolidated
statements of financial position as of the dates indicated, which has been extracted from our
consolidated financial statements included in Appendix I to this prospectus.
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118762,522 2,895,123 6,113,978 7,327,824
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118170,492 3,803,611 4,054,241 4,217,393
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118933,014 6,698,734 10,168,219 11,545,217
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118255,153 1,623,676 3,904,085 3,819,090
Total non-current liabilities /H1118/H1118/H1118/H111885,769 480,242 536,335 503,925
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118340,922 2,103,918 4,440,420 4,323,015
NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118507,369 1,271,447 2,209,893 3,508,734
NET ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118592,092 4,594,816 5,727,799 7,222,202
EQUITY
Equity attributable to owners
of the parent
Paid-in capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,495 15,299 24,716 –
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 200,000
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118586,597 4,572,269 5,703,083 7,022,202
592,092 4,587,568 5,727,799 7,222,202
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118– 7,248 – –
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118592,092 4,594,816 5,727,799 7,222,202
For details on the accounting treatment of redemption rights and liquidation preference
rights of pre-IPO investments, see “— Pre-IPO Investments” below and note 29 to the
Accountants’ Report set out in Appendix I to this prospectus.
Our net current assets increased by 58.8% from RMB2,209.9 million as of December 31,
2024 to RMB3,508.7 million as of September 30, 2025, mainly due to (i) an increase in
inventories of RMB816.5 million and (ii) an increase in cash and cash equivalents of
RMB1,092.4 million, partially offset by (i) a decrease in prepayments, other receivables and
other assets of RMB539.5 million, (ii) a decrease in trade receivables of RMB125.5 million and
(iii) an increase in other payables and accruals of RMB308.3 million.
SUMMARY
–1 7–


--- page 28 ---
Our net current assets increased by 73.8% from RMB1,271.4 million as of December 31,
2023 to RMB2,209.9 million as of December 31, 2024, mainly due to (i) an increase in
prepayments, other receivables and other assets of RMB1,843.6 million, (ii) an increase in
inventories of RMB1,041.9 million, and (iii) an increase in cash and cash equivalents of
RMB215.1 million, partially offset by (i) an increase in trade payables of RMB892.9 million,
(ii) an increase in interest-bearing bank borrowings of RMB491.0 million, (iii) an increase in
other payables and accruals of RMB385.1 million, and (iv) an increase in contract liabilities
of RMB358.5 million.
Our net current assets increased by 150.6% from RMB507.4 million as of December 31,
2022 to RMB1,271.4 million as of December 31, 2023, mainly due to (i) an increase in cash
and cash equivalents of RMB1,332.6 million, (ii) an increase in inventories of RMB432.0
million, and (iii) an increase in trade receivables of RMB56.4 million, partially offset by (i) an
increase in trade payables of RMB484.3 million, (ii) an increase in other payables and accruals
of RMB377.9 million, and (iii) an increase in contract liabilities of RMB356.2 million.
Our net assets increased from RMB5,727.8 million as of December 31, 2024 to
RMB7,222.2 million as of September 30, 2025, mainly due to an increase in retained profits
of RMB1,558.8 million resulting from profit and total comprehensive income for the period.
Our net assets increased substantially from RMB4,594.8 million as of December 31, 2023 to
RMB5,727.8 million as of December 31, 2024, mainly due to an increase in retained profits
resulted from profit and total comprehensive income of RMB257.8 million for the year and an
increase in paid-in capital of RMB9.4 million and capital reserve of RMB274.9 million
resulted from capital injection. Our net assets increased substantially from RMB592.1 million
as of December 31, 2022 to RMB4,594.8 million as of December 31, 2023, mainly due to an
increase in paid-in capital of RMB9.8 million and capital reserve of RMB3,945.1 million
resulted from the acquisition of subsidiaries and capital injection. See “Appendix I —
Accountants’ Report — Consolidated Statements of Changes in Equity.”
SUMMARY
–1 8–


--- page 29 ---
Consolidated Statements of Cash Flow
The following table sets forth a summary of our cash flows for the years/periods
indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Net cash flows from/(used in)
operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111882,068 589,522 (230,102) (503,741) 2,189,464
Net cash flows (used in)/from
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(144,251) 174,852 (159,045) (61,031) (193,915)
Net cash flows from/(used in)
financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,696 568,208 604,331 174,824 (903,172)
Net increase/(decrease) in cash
and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118138,513 1,332,582 215,184 (389,948) 1,092,377
Cash and cash equivalents at
beginning of year/period /H1118/H1118/H1118/H1118/H1118249,755 388,268 1,720,850 1,720,850 1,936,034
Cash and cash equivalents at
end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118388,268 1,720,850 1,936,034 1,330,902 3,028,411
We had net operating cash inflows of RMB82.1 million in 2022 and RMB589.5 million
in 2023. In 2024, we had net cash used in operating activities of RMB230.1 million, which
represents our profit before tax amounted to RMB1,152.2 million, as adjusted by (i) non-cash
and non-operating items, mainly comprising depreciation of right-of-use assets of RMB105.8
million, and share-based payment expense of RMB77.3 million, as well as interest income of
RMB18.6 million, and (ii) movements in working capital, mainly comprising increase in
prepayments, other receivables and other assets of RMB1,826.6 million, mainly due to an
increase in prepayments to suppliers to secure supply towards the end of the year as our scope
of operations expanded, and increase in inventories of RMB1,041.9 million, as our scope of
operations expanded, partially offset by increase in trade payables of RMB892.9 million. We
had net operating cash inflows of RMB2,189.5 million in the nine months ended September 30,
2025.
SUMMARY
–1 9–


--- page 30 ---
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios for the years/periods indicated:
For the year ended/As of December 31,
For the nine months
ended/As of September 30,
2022 2023 2024 2024 2025
Gross profit margin (%) (1) /H1118/H1118/H1118/H11187.5 7.5 7.6 7.2 9.7
Net profit margin (%) (2) /H1118/H1118/H1118/H1118/H1118/H11181.7 2.1 2.1 1.8 3.4
Adjusted net profit margin
(non-IFRS measure) (%) (3) /H1118/H1118/H1118 1.9 2.3 2.3 2.0 3.9
Gearing ratio (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836.5% 31.4% 43.7% N/A 37.4%
Notes:
(1) Gross profit margin equals gross profit divided by revenue and multiplied by 100%.
(2) Net profit margin equals net profit for the year/period divided by revenue for the year/period and
multiplied by 100%.
(3) Adjusted net profit margin (non-IFRS measure) is calculated based on adjusted net profit (non-IFRS
measure) divided by revenue and multiplied by 100%. See “— Non-IFRS Measure” for a reconciliation
from our profit for the year/period to adjusted net profit (non-IFRS measure).
(4) Gearing ratio equals total liabilities divided by total assets as of the end of the year/period and
multiplied by 100%.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$3,124 million based on the Offer Price of HK$233.10 per Offer Share (being the mid-point
of the stated range of the Offer Price between HK$229.60 and HK$236.60 per Offer Share) and
assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised, or HK$3,960 million if both the Offer Size Adjustment Option and the Over-
allotment Option are exercised in full, after deducting the underwriting commissions, fees and
other estimated expenses in connection with the Global Offering. In line with our strategies,
we intend to use the net proceeds from the Global Offering for the purposes and in the amounts
set forth below:
 Approximately 25.0% of the net proceeds, or approximately HK$781 million, will
be used for enhancing our supply chain capabilities and improving our product
development capabilities.
 Approximately 20.0% of the net proceeds, or approximately HK$625 million, will
be used for upgrading our store network, as well as the continuous empowerment of
our franchisees.
SUMMARY
–2 0–


--- page 31 ---
 Approximately 20.0% of the net proceeds, or approximately HK$625 million, will
be used for our brand building and promotional activities.
 Approximately 20.0% of the net proceeds, or approximately HK$625 million, will
be used for upgrading our technology capabilities and digitalization.
 Approximately 5.0% of the net proceeds, or approximately HK$156 million, will be
used for selectively pursuing strategic investment and acquisition opportunities that
are complementary to our business.
 Approximately 10.0% of the net proceeds, or approximately HK$312 million, will
be used for working capital and other general corporate purposes.
RISK FACTORS
Our business and the Global Offering involve certain risks as set out in “Risk Factors.”
Y ou should read that section in its entirety carefully before you decide to invest in our Shares.
Some of the major risks we face include:
 If we are unable to maintain the popularity of our products, anticipate and respond
promptly to changes in consumer preferences or expand our SKUs or product
categories, our sales performance and profitability may be materially and adversely
affected.
 If we are unable to successfully expand our market presence, our business and
financial growth could be materially and adversely affected.
 If we are unable to offer our products at prices that are highly appealing to
consumers or maintain competitive prices, our business, financial condition and
results of operations would be materially and adversely affected.
 We operate in a highly competitive and fast-changing market and may lose our
market share if we fail to compete successfully.
 We may not be able to maintain or increase the sales and profitability of stores
within our store network.
 Any failure by us, our franchisees, suppliers or other business partners to maintain
food safety and quality or comply with our protocols might materially and adversely
affect our brands, business and financial condition.
 Our extensive store network consists primarily of franchised stores that are operated
by third parties. We face certain risks associated with the use of the franchise model.
SUMMARY
–2 1–


--- page 32 ---
RECENT DEVELOPMENT AND NO MATERIAL ADVERSE CHANGE
We have maintained a steady pace of expansion. Our number of stores increased from
19,517 as of September 30, 2025 to 21,041 stores as of November 30, 2025, including 23
self-operated stores and 21,018 franchised stores in China.
Our Directors have confirmed that, up to the date of this prospectus, there has been no
material adverse change in our financial or trading position or prospects since September 30,
2025, being the end date of our latest consolidated financial statements, and there has been no
event since September 30, 2025 that would materially affect the information shown in the
Accountants’ Report set out in Appendix I to this prospectus.
OUR CONTROLLING SHAREHOLDERS
Immediately following the completion of the Global Offering (assuming the Offer Size
Adjustment Option and the Over-allotment Option are not exercised), Mr. Y an, Mr. Zhao,
Changsha Xunmang, Changsha Jianmang, Changsha Lingmang, Changsha Zhongmang,
Changsha Shizaimang, Shanghai Bird Nest and Yichun Yikouniao, through the act in concert
arrangement between Mr. Y an and Mr. Zhao, will be entitled to control the exercise of
approximately 57.76% of the voting rights at the general meetings of our Company. Therefore,
Mr. Y an, Mr. Zhao, Changsha Xunmang, Changsha Jianmang, Changsha Lingmang, Changsha
Zhongmang, Changsha Shizaimang, Shanghai Bird Nest and Yichun Yikouniao constitute a
group of our Controlling Shareholders.
PRE-IPO INVESTMENTS
We have completed series rounds of Pre-IPO Investments. For further details of the
identity and background of the Pre-IPO Investors and the principal terms of the Pre-IPO
Investments, please see “History, Development and Corporate Structure — Pre-IPO
Investments” in this prospectus.
Pursuant to the shareholder agreements entered into in April 2021, October 2022, January
2023, November 2023, December 2023 and March 2024 (collectively, the “Agreements”), the
Pre-IPO Investors acquired 5,943,279 registered capital (equivalent to 45,687,234 shares after
capitalisation) of the Company. Pursuant to the Agreements, the Pre-IPO Investors were
granted by the Company with special rights (“Special Rights”) which included redemption
rights and liquidation preference. No Pre-IPO Investors had exercised their redemption rights
or liquidation preferences rights. On April 27, 2025, the Company and the Pre-IPO Investors
subsequently entered into a supplemental agreement, agreeing that certain of the Special Rights
granted by the Company to the Pre-IPO Investors, including redemption rights and liquidation
preferences, have been irrecoverably 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 agreement, the Directors considered that it is appropriate to present the
Pre-IPO Investments as equity throughout the Track Record Period.
SUMMARY
–2 2–


--- page 33 ---
Had the Special Rights granted by the Company to the Pre-IPO Investors been accounted
for as financial liabilities measured at fair value prior to entering into the supplemental
agreement, (i) the financial liabilities at fair value through profit or loss, total current
liabilities, net liabilities/assets and net current liabilities would have been:
As of December 31
2022 2023 2024
RMB’000 RMB’000 RMB’000
Financial liabilities at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118593,759 2,428,930 2,991,212
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118848,912 4,052,606 6,895,297
Net (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,667) 2,165,886 2,736,587
Net current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,390 1,157,483 781,319
and (ii) the fair value changes associated with the financial liabilities at fair value through
profit or loss, the net (loss)/profit for the years/periods, basic and diluted (loss)/earnings per
share would have been:
Y ear ended December 31
Nine months ended
September 30
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Fair value changes /H1118/H1118/H1118(113,005) (465,486) (536,709) (463,041) (64,116)
Total net (loss)/profit /H1118 (41,354) (247,952) 292,447 25,838 1,494,666
Basic (loss)/earnings
per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1.13) (5.08) 2.30 0.25 7.59
Diluted
(loss)/earnings
per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1.13) (5.08) 2.30 0.25 7.55
For the details on the Pre-IPO Investors and the financial impacts, see note 29 to the
Accountants’ Report included in Appendix I to this prospectus.
SUMMARY
–2 3–


--- page 34 ---
GLOBAL OFFERING STATISTICS
All statistics in the following table are based on the assumptions that (i) the Global
Offering has been completed and 14,101,100 H Shares have been issued pursuant to the Global
Offering; (ii) 214,101,100 Shares have been issued and are outstanding following the
completion of the Global Offering, save for note (3) below; (iii) 198,079,551 Domestic
Unlisted Shares will be converted into H Shares upon the completion of the Global Offering;
and (iv) the Offer Size Adjustment Option and the Over-allotment Option are not exercised.
Based on an
Offer Price of
HK$229.60
per Share
Based on an
Offer Price of
HK$236.60
per Share
Market capitalization of our Shares (1) /H1118/H1118/H1118/H1118/H1118/H1118HK$49,158
million
HK$50,656
million
Market capitalization of our H Shares (2) /H1118/H1118/H1118/H1118HK$48,717
million
HK$50,202
million
Unaudited pro forma adjusted consolidated
net tangible assets attributable to owners
of the parent per Share
(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
HK$34.93
(RMB31.43)
HK$35.37
(RMB31.83)
Notes:
(1) The calculation of market capitalization is based on 14,101,100 H Shares expected to be issued pursuant
to the Global Offering and totally 214,101,100 Shares in issue immediately upon completion of the
Global Offering, assuming the Offer Size Adjustment Option and the Over-allotment Option are not
exercised.
(2) The calculation of market capitalization of our H Shares is based on 212,180,651 H Shares expected to
be in issue immediately upon completion of the Global Offering, assuming the Offer Size Adjustment
Option and the Over-allotment Option are not exercised, comprising (i) 14,101,100 H Shares expected
to be issued pursuant to the Global Offering and (ii) 198,079,551 H Shares to be converted from
Domestic Unlisted Shares upon the completion of the Global Offering.
(3) The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the parent
per Share as of September 30, 2025 is calculated after making the adjustments referred to in Appendix
II to this prospectus, and based on 214,101,100 Shares are in issue, assuming the Global Offering had
been completed on September 30, 2025, without taking into account any shares which may fall to be
issued upon the exercise of the Offer Size Adjustment Option and the Over-Allotment Option.
For the calculation of the unaudited pro forma adjusted consolidated net tangible assets
attributable to owners of the parent per Share, see “Appendix II — Unaudited Pro Forma
Financial Information.”
SUMMARY
–2 4–


--- page 35 ---
DIVIDENDS
Any declaration and payment, as well as the amount of dividends, will be subject to our
Articles of Association and the relevant PRC laws. As of December 31, 2022, 2023, 2024 and
September 30, 2025, we paid dividends of nil, RMB194.2 million, RMB32.3 million and
RMB300.0 million. No other dividend was paid or declared by our Company or other entities
comprising our Group during the Track Record Period.
We do not have any formal dividend policy. Any dividend distribution plans will be
formulated by the Board and approved by the shareholders’ meetings, taking into account
factors including our actual and expected results of operations, cash flow and financial
position, general business conditions and business strategies, expected working capital
requirements and future expansion plans, legal, regulatory and other contractual restrictions,
and other factors that our Board deems to be appropriate. Pursuant to our Articles of
Association, in principle, after we have made good any losses and appropriated funds to
statutory reserves, the remaining after-tax profits shall be distributed among shareholders in
proportion to their respective shareholdings, except where our Articles of Association provides
otherwise for non-proportional distribution. Once the shareholders’ meeting has adopted a
resolution on the profit distribution plan, or the Board has formulated a specific plan based on
the conditions and upper limit for interim dividends approved by the annual shareholders’
meeting, we shall complete the distribution of dividends within two months. We currently do
not have any fixed dividend pay-out ratio. No dividend shall be declared or payable except out
of our profits and reserves lawfully available for distribution.
PROFIT ESTIMATE FOR THE YEAR ENDED DECEMBER 31, 2025
We have prepared the following profit estimate for the year ended December 31, 2025:
Estimated consolidated profit attributable to
owners of the parent for the year ended
December 31, 2025
(1)(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
not less than RMB2.3 billion
(equivalent to approximately
HK$2.5 billion)
Notes:
(1) The bases on which the above profit estimate has been prepared are summarized in Part A of Appendix
IIA to this Prospectus. Our Directors have prepared the estimated consolidated profit attributable to
owners of the parent for the year ended December 31, 2025 based on the audited consolidated results
of our Group for the nine months ended September 30, 2025 and the unaudited consolidated results
based on the management accounts of our Group for the three months ended December 31, 2025. The
profit estimate has been prepared on a basis consistent in all material respects with our accounting
policies, as presently adopted and as set out in Note 2.3 of the Accountants’ Report of our Group, the
text of which is set out in Appendix I to this Prospectus.
(2) The estimated consolidated profit attributable to owners of the parent is converted into Hong Kong
dollars at the exchange rate of HK$1 to RMB0.9049. No presentation is made that the RMB amounts
have been, could have been or may be converted to Hong Kong dollars, or vice versa, at that rate.
SUMMARY
–2 5–


--- page 36 ---
LISTING EXPENSES
Our listing expenses include (i) underwriting-related expenses, such as underwriting fees
and commissions, and (ii) non-underwriting-related expenses, comprising professional fees
paid to our legal advisors and reporting accountants for their services 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 mid-point of the
Offer Price range and assuming that the Offer Size Adjustment Option and the Over-allotment
Option are not exercised) for the Global Offering are approximately RMB170.5 million,
accounting for approximately 5.8% of our gross proceeds. Among such estimated total listing
expenses, we expect to pay underwriting-related expenses of RMB120.4 million, professional
fees for our legal advisors and reporting accountants of RMB39.9 million and other fees and
expenses of RMB10.2 million. An estimated amount of RMB53.5 million of our listing
expenses is expected to be expensed through the statement of profit or loss and an estimated
amount of RMB117.0 million of our listing expenses is expected to be recognized directly as
a deduction from equity upon the Listing. We did not recognize any listing expenses in 2022
and 2023. We recognized listing expenses of RMB6.1 million in 2024 and RMB17.6 million
in the nine months ended September 30, 2025 in our consolidated statements of profit or loss
and other comprehensive income.
SUMMARY
–2 6–


--- page 37 ---
In this prospectus, unless the context otherwise requires, the following terms and
expressions shall have the meanings set out below. Certain other terms are explained in
“Glossary of Technical Terms”.
“affiliate” with respect to any specified person, any other person,
directly or indirectly, controlling or controlled by or
under direct or indirect common control with such
specified person
“AFRC” the Accounting and Financial Reporting Council of Hong
Kong
“Articles of Association” or
“Articles”
the articles of association of our Company adopted on
April 27, 2025, which will become effective on the
Listing Date and as amended from time to time, a
summary of which is set out in “Appendix V — Summary
of the 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
“Board” or “Board of Directors” the board of Directors of our Company
“Business Day” a day (other than a Saturday, Sunday or public holiday)
on which banks in Hong Kong are generally open for
normal business to the public
“Capital Market Intermediaries” the capital market intermediaries as named in “Directors
and Parties Involved in the Global Offering”
“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC
“Changsha Baimang” Changsha Baimang Food Co., Ltd. (ʮ
̡), a limited liability company established under the
laws of the PRC on November 18, 2021, and a wholly-
owned subsidiary of our Company
“Changsha Busy Snacks” Changsha Busy Snacks Food Co., Ltd. (࠮࠮
ʮ̡), a limited liability company established
under the laws of the PRC on December 17, 2019, and a
wholly-owned subsidiary of our Company
DEFINITIONS
–2 7–


--- page 38 ---
“Changsha Chaomang” Changsha Chaomang Food Co., Ltd. (ࠢ
ʮ̡), a limited liability company established under the
laws of the PRC on July 23, 2024, and a wholly-owned
subsidiary of our Company
“Changsha Fun Snacks” Changsha Fun Snacks Co., Ltd. (ʮ
̡), a limited liability company established under the
laws of the PRC on September 8, 2025, and a wholly-
owned subsidiary of our Company
“Changsha Jianmang” Changsha Jianmang Enterprise Management Partnership
(Limited Partnership) (ӍᔊώΆุ၍ଣΥྫΆุ(ࠢ
Υྫ)), a limited partnership established under the laws
of the PRC on December 27, 2021, and one of our
Controlling Shareholders
“Changsha Kuaimang” Changsha Kuaimang Food Co., Ltd. (ࠢ
ʮ̡), a limited liability company established under the
laws of the PRC on October 27, 2021, and a wholly-
owned subsidiary of our Company
“Changsha Lingmang” Changsha Lingmang Enterprise Management Partnership
(Limited Partnership) (ӍཧώΆุ၍ଣΥྫΆุ(ࠢ
Υྫ)), a limited partnership established under the laws
of the PRC on December 22, 2022, and one of our
Controlling Shareholders
“Changsha Mingmang” Changsha Mingmang Food Co., Ltd. (ࠢ
ʮ̡), a limited liability company established under the
laws of the PRC on April 22, 2024, and a wholly-owned
subsidiary of our Company
“Changsha Shengmang” Changsha Shengmang Food Co., Ltd. (ࠢ
ʮ̡), a limited liability company established under the
laws of the PRC on September 30, 2024, and a wholly-
owned subsidiary of our Company
“Changsha Shizaimang” Changsha Shizaimang Enterprise Management
Partnership (Limited Partnership) (ίώΆุ၍ଣ
ΥྫΆุ(Υྫ)), a limited partnership established
under the laws of the PRC on November 8, 2021, and one
of our Controlling Shareholders
DEFINITIONS
–2 8–


--- page 39 ---
“Changsha Xiaomang” Changsha Xiaomang Food Co., Ltd. (ࠢ
ʮ̡), a limited liability company established under the
laws of the PRC on July 11, 2025, and a wholly-owned
subsidiary of our Company
“Changsha Xunmang” Changsha Xunmang Enterprise Management Partnership
(Limited Partnership) (ӍԘώΆุ၍ଣΥྫΆุ(ࠢ
Υྫ)), a limited partnership established under the laws
of the PRC on December 27, 2021, and one of our
Controlling Shareholders
“Changsha Zhongmang” Changsha Zhongmang Enterprise Management
Partnership (Limited Partnership) (Ӎ଺ώΆุ၍ଣΥ
ྫΆุ(Υྫ)), a limited partnership established
under the laws of the PRC on November 3, 2023, and one
of our Controlling Shareholders
“Chengdu Qimang” Chengdu Qimang Food Co., Ltd. (ʮ
̡), a limited liability company established under the
laws of the PRC on August 17, 2023, and a wholly-owned
subsidiary of our Company
“China”, “Mainland China” or
“PRC”
the People’s Republic of China, and for the purpose of
this prospectus and for geographical reference only and
except where the context requires, references in this
prospectus to “China” and the “PRC” do not apply to
Hong Kong, Macau Special Administrative Region and
Taiwan
“Chongqing Super Ming” Chongqing Super Ming Business Management Co., Ltd.
(ʮ̡), a limited liability
company established under the laws of the PRC on
September 27, 2023, and a wholly-owned subsidiary of
our Company
“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
DEFINITIONS
–2 9–


--- page 40 ---
“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”
Busy Ming Group Co., Ltd. (΅
ʮ̡), a limited liability company established under
the laws of the PRC on December 12, 2019 and converted
into a joint stock limited company on March 17, 2025
“Company Law” or “PRC
Company Law”
the Company Law of the PRC ( ʕശɛ͏΍ձ਷ʮ̡
‘), as amended, supplemented or otherwise modified
from time to time
“Compliance Adviser” Maxa Capital Limited
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“connected transaction(s)” has the meaning ascribed to it under the Listing Rules
“Controlling Shareholder(s)” has the meaning ascribed to it in the Listing Rules and
unless the context requires otherwise, refers to the group
of controlling shareholders of our Company, namely
Mr. Y an, Mr. Zhao, Changsha Xunmang, Changsha
Jianmang, Changsha Lingmang, Changsha Zhongmang,
Changsha Shizaimang, Shanghai Bird Nest and Yichun
Yikouniao
“Conversion of Domestic
Unlisted Shares into H Shares”
The conversion of 198,079,551 Domestic Unlisted Shares
into H Shares upon the completion of the Global Offering
“core connected person(s)” has the meaning ascribed to it under the Listing Rules
“Corporate Governance Code” the Corporate Governance Code set out in Appendix C1
to the Listing Rules
“CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ
ึ)
“Director(s)” the director(s) of our Company
DEFINITIONS
–3 0–


--- page 41 ---
“Domestic Unlisted Share(s)” share(s) in the share capital of our Company with a
nominal value of RMB1.00 each, which is/are subscribed
for or credited as paid in Renminbi and not listed on any
stock exchange
“EIT Law” Enterprise Income Tax Law of the PRC ( ʕശɛ͏΍ձ
‘), as amended, supplemented or
otherwise modified from time to time
“ESG” Environmental, Social and Corporate Governance
“Exchange Participant” a person (a) who, in accordance with the Rules of the
Hong Kong Stock Exchange, may trade on or through the
Hong Kong Stock Exchange; and (b) whose name is
entered in a list, register or roll kept by the Hong Kong
Stock Exchange as a person who may trade on or through
the Hong Kong Stock Exchange
“Extreme Conditions” extreme conditions caused by a super typhoon as
announced by the government of Hong Kong
“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
“Fire Safety Consultant” Hunan Xinghao Construction Co., Ltd. (ணϞ
ʮ̡)
“Frost & Sullivan” or “Industry
Consultant”
Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., our
industry consultant
“Frost & Sullivan Report” the industry report commissioned by us and
independently prepared by Frost & Sullivan, summary of
which is set forth in the section headed “Industry
Overview” in this prospectus
“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
–3 1–


--- page 42 ---
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Group”, “our Group”, “we”,
“our”, “us” or “Busy Ming
Group”
our Company and 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)
“Guangdong Busy Snacks” Guangdong Busy Snacks Food Co., Ltd. (ώ
ʮ̡), a limited liability company established
under the laws of the PRC on August 4, 2023, and a
wholly-owned subsidiary of our Company
“Guangdong Hengqin Y uyan” Guangdong Hengqin Y uyan Supply Chain Management
Co., Ltd. (ʮ̡), a limited
liability company established under the laws of the PRC
on December 2, 2024, and a wholly-owned subsidiary of
our Company
“Guangzhou Super Ming” Guangzhou Super Ming Business Management Co., Ltd.
(ʮ̡), a limited liability
company established under the laws of the PRC on March
20, 2023, and a wholly-owned subsidiary of our
Company
“Guide for New Listing
Applicants”
the Guide for New Listing Applicants issued by the Hong
Kong Stock Exchange effective from January 1, 2024 (as
amended, supplemented or otherwise modified from time
to time)
“H Share(s)” share(s) in the share capital of our Company with a
nominal value of RMB1.00 each, which is/are to be
subscribed for and traded in HK dollars and to be listed
on the Hong Kong Stock Exchange
“H Share Registrar” Computershare Hong Kong Investor Services Limited
“Hangzhou Mingmang” Hangzhou Mingmang Supply Chain Co., Ltd. (ψჼώ
ʮ̡), a limited liability company established
under the laws of the PRC on December 26, 2025, and a
wholly-owned subsidiary of our Company
DEFINITIONS
–3 2–


--- page 43 ---
“HK” or “Hong Kong” the Hong Kong Special Administrative Region of the
People’s Republic of China
“HK$” or “Hong Kong dollars”
or “HK dollars” or “cents”
Hong Kong dollars and cents respectively, the lawful
currency of Hong Kong
“HK Mingmang” HK MINGMANG BUSINESS LIMITED (ಥჼώਠุ
ʮ̡), a company limited by shares established
under the laws of Hong Kong on March 25, 2025, and a
wholly-owned subsidiary of our Company
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“HKSCC EIPO” the application for the Hong Kong Offer Shares to be
issued in the name of HKSCC Nominees and deposited
directly into CCASS to be credited to your designated
HKSCC Participant’s stock account through causing
HKSCC Nominees to apply on your behalf, including by
instructing your broker or custodian who is an HKSCC
Participant to give electronic application instructions
via HKSCC’s FINI system to apply for the Hong Kong
Offer Shares on your behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary
of HKSCC
“HKSCC Operational
Procedures”
the operational procedures of HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operations and functions of CCASS, FINI or any other
platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time
to time in force
“HKSCC Participant” a participant admitted participating in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“Hong Kong Offer Shares” 1,410,200 H Shares (subject to reallocation as described
in “Structure of the Global Offering”) initially offered by
our Company for subscription at the Offer Price pursuant
to the Hong Kong Public Offering
DEFINITIONS
–3 3–


--- page 44 ---
“Hong Kong Public Offering” the offering of the Hong Kong Offer Shares for
subscription by the public in Hong Kong at the Offer
Price (plus brokerage, SFC transaction levy, AFRC
transaction levy and Hong Kong Stock Exchange trading
fee), on and subject to the terms and conditions described
in “Structure of the Global Offering — The Hong Kong
Public Offering”
“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 Takeovers Code” or
“Takeovers Code”
Codes on Takeovers and Mergers and Share Buy-backs
issued by the SFC
“Hong Kong Underwriters” the underwriters listed in “Underwriting — Hong Kong
Underwriters”, being the underwriters of the Hong Kong
Public Offering
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated January 19, 2026,
relating to the Hong Kong Public Offering and entered
into by, among others, the Joint Sponsors, the Overall
Coordinators, the Hong Kong Underwriters and our
Company as further described in the section headed
“Underwriting — Underwriting Arrangements and
Expenses” in this prospectus
“Hubei Busy Snacks” Hubei Busy Snacks Food Co., Ltd. (Ϟ
ʮ̡), a limited liability company established under
the laws of the PRC on August 11, 2023, and a wholly-
owned subsidiary of our Company
“Hunan Busy Ming Cultural” Hunan Busy Ming Cultural Communication Co., Ltd. ( ಳ
ʮ̡), a limited liability
company established under the laws of the PRC on
December 30, 2024, and a wholly-owned subsidiary of
our Company
“Hunan Zhanmang” Hunan Zhanmang Enterprise Management Co., Ltd. ( ಳ
ʮ̡), a limited liability company
established under the laws of the PRC on January 10,
2023, and a wholly-owned subsidiary of our Company
DEFINITIONS
–3 4–


--- page 45 ---
“IFRS Accounting Standards” IFRS accounting standards, issued by the International
Accounting Standards Board
“Independent Third Party(ies)” person(s) or company(ies) and their respective ultimate
beneficial owner(s), who/which, to the best of our
Directors’ knowledge, information and belief, having
made all reasonable enquiries, is/are third party(ies)
independent of our Company and our connected persons
as defined under the Listing Rules
“International Offer Shares” 12,690,900 H Shares (subject to reallocation and the
exercise of the Offer Size Adjustment Option and the
Over-allotment Option as described in “Structure of the
Global Offering”) initially offered by our Company
pursuant to the International Offering
“International Offering” the conditional placing 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 in the United States to QIBs
only in reliance on Rule 144A or in accordance with
available exemption from the registration requirement
under the U.S. Securities Act, on and subject to the terms
and conditions of the International Underwriting
Agreement, as further described in “Structure of the
Global Offering — The International Offering”
“International Underwriters” the international underwriters who are expected to enter
into the International Underwriting Agreement to
underwrite the International Offering
“International Underwriting
Agreement”
the underwriting agreement relating to the International
Offering expected to be entered into on or about January
26, 2026 by, among others, our Company, the Overall
Coordinators and the International Underwriters, as
further described in “Underwriting — International
Offering”
“Jiangxi Busy Snacks” Jiangxi Busy Snacks Food Co., Ltd. (ۜ࠮
ʮ̡), a limited liability company established under
the laws of the PRC on July 13, 2021, and a wholly-
owned subsidiary of our Company
DEFINITIONS
–3 5–


--- page 46 ---
“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” the joint sponsors as named in “Directors and Parties
Involved in the Global Offering”
“Latest Practicable Date” January 11, 2026, being the latest practicable date for the
purpose of ascertaining certain information contained in
this prospectus prior to its publication
“Listing” the listing of the H Shares on the Main Board of the Stock
Exchange
“Listing Committee” the listing committee of the Hong Kong Stock Exchange
“Listing Date” the date, expected to be on or about Wednesday, January
28, 2026, on which the H Shares are listed on the Stock
Exchange and from which dealings in the H Shares are
permitted to commence on the Stock Exchange
“Listing Rules” the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended or
supplemented 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 GEM of the Stock Exchange
“MOFCOM” Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷ਠਕ
௅)
“Mr. Y an” Mr. Y an Zhou (մ), our executive Director, chairman of
the Board, general manager and one of our Controlling
Shareholders
“Mr. Zhao” Mr. Zhao Ding (֛our executive Director, deputy
chairman of the Board, deputy general manager and one
of our Controlling Shareholders
DEFINITIONS
–3 6–


--- page 47 ---
“Nanchang Mingmang” Nanchang Mingmang Food Co., Ltd. (ࠢ
ʮ̡), a limited liability company established under the
laws of the PRC on September 11, 2024, and a wholly-
owned subsidiary of our Company
“NDRC” National Development and Reform Commission of the
PRC (ึ)
“Nomination Committee” the nomination committee of our Board
“Offer Price” the final offer price per Offer Share (exclusive of
brokerage, SFC transaction levy, AFRC transaction levy
and Stock Exchange trading fee), expressed in Hong
Kong dollars, at which the Hong Kong Offer Shares are
to be subscribed for pursuant to the Hong Kong Public
Offering and the International Offer Shares are to be
offered pursuant to the International Offering, to be
determined as described in “Structure of the Global
Offering — Pricing and Allocation”
“Offer Share(s)” the Hong Kong Offer Share(s) and/or the International
Offer Share(s), as the context may require
“Offer Size Adjustment Option” the option expected to be granted by our Company under
the International Underwriting Agreement to the
International Underwriters, exercisable by the Overall
Coordinators (for themselves and on behalf of the
International Underwriters), pursuant to which our
Company may be required to allot and issue up to an
aggregate of 1,410,100 additional new H Shares,
representing approximately 10% of the initial number of
Offer Shares offered under the Global Offering, at the
Offer Price to cover any excess demand in the
International Offering, further details of which are
described in the section headed “Structure of the Global
Offering — Offer Size Adjustment Option”
DEFINITIONS
–3 7–


--- page 48 ---
“Over-allotment Option” the option expected to be granted by our Company to the
International Underwriters, exercisable by the Overall
Coordinators (for themselves and on behalf of the
International Underwriters) pursuant to the International
Underwriting Agreement, pursuant to which our
Company may be required to allot and issue up to an
aggregate of 2,326,600 additional H Shares (representing
approximately 15% of the Offer Shares initially offered
under the Global Offering assuming the Offer Size
Adjustment Option is exercised in full) or up to an
aggregate of 2,115,100 additional H Shares (representing
approximately 15% of the Offer Shares initially offered
under the Global Offering assuming the Offer Size
Adjustment Option is not exercised), at the Offer Price to,
among other things, cover over-allocations in the
International Offering, if any, further details of which are
described in the section headed “Structure and
Conditions of the Global Offering” in this prospectus
“Overall Coordinators” the overall coordinators as named in “Directors and
Parties Involved in the Global Offering”
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central
bank of the PRC
“PRC Legal Adviser” CM Law Firm (הthe legal
adviser to our Company as the laws of the PRC
“Price Determination Agreement” the agreement to be entered into between our Company
and the Overall Coordinators (for themselves and on
behalf of the Underwriters) on or about the Price
Determination Date
“Price Determination Date” the date, expected to be on or before Monday, January 26,
2026 and in any event no later than 12:00 noon on
Monday, January 26, 2026, on which the Offer Price is to
be fixed for the purpose of the Global Offering
“prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering
“province” a province or, where the context requires, a provincial
level autonomous region or municipality, under the direct
supervision of the central government of Mainland China
DEFINITIONS
–3 8–


--- page 49 ---
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration Committee” the remuneration committee of our Board
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“Rule 144A” Rule 144A under the U.S. Securities Act
“SAFE” State Administration of Foreign Exchange of the PRC ( ʕ
ശɛ͏΍ձ਷̮ි၍ଣ҅), the PRC governmental
agency responsible for matters relating to foreign
exchange administration, including local branches, when
applicable
“SAMR” State Administration for Market Regulation of the PRC ( ʕ
̹ఙ္ຖ၍ଣᐼ҅) (formerly known
as State Administration for Industry and Commerce of the
PRC (၍ଣᐼ҅)
“SA T” State Administration of Taxation of the PRC ( ʕശɛ͏΍
೼ਕᐼ҅)
“SFC” the Securities and Futures Commission of Hong Kong
“SFO” or “Securities and Futures
Ordinance”
the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended or supplemented from
time to time
“Shandong Super Ming” Shandong Super Ming Business Management Co., Ltd.
(ʮ̡), a limited liability
company established under the laws of the PRC on
March 16, 2023, and a wholly-owned subsidiary of our
Company
“Shanghai Anyicheng” Shanghai Anyicheng Trading Co., Ltd. ( ɪऎτ˸༐ਠ൱
ʮ̡), a limited liability company established under
the laws of the PRC on May 7, 2022, and one of our
Shareholders. Shanghai Anyicheng was formerly known
as Yichun Anyicheng Trading Co., Ltd. (τ˸༐ਠ൱
ʮ̡)
DEFINITIONS
–3 9–


--- page 50 ---
“Shanghai Bird Nest” Shanghai Bird Nest Advertising Culture Communication
Co., Ltd. (ʮ̡), a limited
liability company established under the laws of the PRC
on May 6, 2022, and one of our Controlling Shareholders.
Shanghai Bird Nest was formerly known as Yichun Bird
Nest Advertising Information Culture Communication
Co., Ltd. (ʮ̡)
“Shanghai Mingmang” Shanghai Mingmang Food Co., Ltd. (ࠢ
ʮ̡), a limited liability company established under the
laws of the PRC on August 23, 2024, and a wholly-owned
subsidiary of our Company
“Shanghai Xinyang” Shanghai Xinyang Technology Co., Ltd. (Ҧ
ʮ̡), a limited liability company established under
the laws of the PRC on December 18, 2024, and a
wholly-owned subsidiary of our Company
“Share(s)” ordinary shares in the capital of our Company with a
nominal value of RMB1.00 each
“Shareholder(s)” holder(s) of Shares
“Sichuan Busy Snacks” Sichuan Busy Snacks Food Co., Ltd. (ۜ࠮
ʮ̡), a limited liability company established under
the laws of the PRC on October 7, 2023, and a wholly-
owned subsidiary of our Company
“Sponsor-Overall Coordinators” the sponsor-overall coordinators as named in “Directors
and Parties Involved in the Global Offering”
“Stabilizing Manager” Goldman Sachs (Asia) L.L.C.
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“subsidiary(ies)” has the meaning ascribed to it in section 15 of the
Companies Ordinance
“substantial shareholder(s)” has the meaning ascribed to it in the Listing Rules
“Super Ming Group” Super Ming Food Technology and its subsidiaries
DEFINITIONS
–4 0–


--- page 51 ---
“Super Ming Acquisition” the acquisition of Super Ming Food Technology in
November 2023, details of which are set out in the
section headed “History, Development and Corporate
Structure — Major Acquisition — The Super Ming
Acquisition”
“Super Ming Food Technology” Yichun Super Ming Food Technology Co., Ltd. (Ⴛ
ʮ̡), a limited liability company
established under the laws of the PRC on June 9, 2022,
and currently a wholly-owned subsidiary of our Company
“Super Ming Trading” Yichun Super Ming Trading Co., Ltd. (̹Ⴛɓჼਠ൱
ʮ̡), a limited liability company established under
the laws of the PRC on January 28, 2019, and a
wholly-owned subsidiary of our Company
“Track Record Period” the years ended December 31, 2022, 2023 and 2024 and
the nine months ended September 30, 2025
“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,
supplemented or otherwise modified from time to time,
and the rules and regulations promulgated thereunder
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Underwriting Agreement
“US$”, “USD” or “U.S. dollars” United States dollars, the lawful currency for the time
being of the United States
“V A T” value-added tax
“White Form eIPO ” the application for Hong Kong Offer Shares to be issued
in the applicant’s own name by submitting the application
online through the designated website of White Form
eIPO Service Provider at www.eipo.com.hk
“White Form eIPO Service
Provider”
Computershare Hong Kong Investor Services Limited
DEFINITIONS
–4 1–


--- page 52 ---
“Wuhu Super Ming” Wuhu Super Ming Business Management Co., Ltd. ( ጾಳ
ʮ̡), a limited liability company
established under the laws of the PRC on January 6,
2022, and a wholly-owned subsidiary of our Company
“Xiamen Super Ming” Xiamen Super Ming Business Management Co., Ltd. ( ข
ʮ̡), a limited liability company
established under the laws of the PRC on May 19, 2023,
and a wholly-owned subsidiary of our Company
“Yichun Mingmang” Yichun Mingmang Food Co., Ltd. (ʮ
̡), a limited liability company established under the
laws of the PRC on February 28, 2025, and a wholly-
owned subsidiary of our Company
“Yichun Yikouniao” Yichun Yikouniao Management Partnership (Limited
Partnership) (ɓɹ௢၍ଣΥྫΆุ(Υྫ)), a
limited partnership established under the laws of the PRC
on September 28, 2023, and one of our Controlling
Shareholders
“Y uemang Supply Chain” Changsha Y uemang Supply Chain Service Co., Ltd. (Ӎ
ʮ̡), a limited liability company
established under the laws of the PRC on March 31,
2025, and a wholly-owned subsidiary of our Company
“Y ueyang Y uemang” Y ueyang Y uemang Food Co., Ltd. (ʮ
̡), a limited liability company established under the
laws of the PRC on August 21, 2024, and a wholly-owned
subsidiary of our Company
“Zhengzhou Super Ming” Zhengzhou Super Ming Business Management Co., Ltd.
(ʮ̡), a limited liability
company established under the laws of the PRC on
November 2, 2023, and a wholly-owned subsidiary of our
Company
“%” per cent
DEFINITIONS
–4 2–


--- page 53 ---
Unless otherwise expressly stated or the context otherwise requires, all data in this
prospectus is as of the date of this prospectus.
The English names of the PRC entities, PRC laws or regulations, and the PRC
governmental authorities referred to in this prospectus are translations from their Chinese
names and are for identification purposes. If there is any inconsistency, the Chinese names
shall prevail.
Certain amounts and percentage figures included in this prospectus have been subject to
rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures preceding them.
DEFINITIONS
–4 3–


--- page 54 ---
This glossary of technical terms contains explanations of certain technical terms
used in this prospectus in connection with our Company and our business. Such
terminology and meanings may not correspond to standard industry meanings or usages
of those terms.
“Busy Ming Academy (ώ
ਠኪ৫)”
an academy operated by us to provide internal
comprehensive training to franchisees and store
managers
“CAGR” compound annual growth rate
“chain retailers” retailers that operate two or more retail stores under a
unified brand and centralized management. Chain
retailers typically include those in the supermarket
channel as well as those in the specialty retail channel
“county” a county-level administrative division, excluding districts
that are county-level and governed by prefecture-level
cities or a municipalities directly
“first- and new first-tier cities” Beijing, Shanghai, Guangzhou, Shenzhen, Chengdu,
Changsha, Hefei, Hangzhou, Tianjin, Chongqing,
Zhengzhou, Suzhou, Dongguan, Wuhan, Wuxi, Xi’an,
Ningbo, Nanjing, Qingdao
“franchised stores” stores operated by third parties under our brand names
through contractual arrangements between third parties
(referred to in this prospectus as “franchisees”) and us in
compliance with applicable laws and regulations in a
relevant market, and the associated model is referred to
as “franchise model” in this prospectus
“GMV” gross merchandise value, the total value of all orders for
products placed by customers through stores within our
store network which equals retail sales value. The value
of relevant discounts and products returned are removed
from the calculation of GMV
“higher-tier markets” markets of urban areas in first- and new first-tier cities
and second-tier cities
GLOSSARY OF TECHNICAL TERMS
–4 4–


--- page 55 ---
“2024 Hurun China Food
Industry Top 100”
a ranking list that identifies and recognizes the top 100
enterprises in China’s food industry in 2024, issued by
Hurun Research Institute
“ID” identity document
“independent retailers” individuals or single entities that independently own and
operate a single retail store. Independent retailers
typically include those in the grocery store channel and
other physical retail channels
“IP” characters, songs, drama series or other artistic works and
their underlying intellectual property rights, including
elements for re-creation
“IT” information technology
“KOL” key opinion leader
“lower-tier markets” markets of the urban areas in third- and lower-tier cities,
as well as counties, townships and rural areas nationwide
across all city tiers
“member repurchase rate” calculated by dividing the number of our registered
members that placed at least two orders through stores
within our store network in a given period, by the number
of our registered members who placed at least one order
in the same period
“online retailers” retailers that sell goods or services through online
platforms. Online retailers are typically those in the
e-commerce channel
“POS” point of sale
“province(s)” unless stated otherwise, means China’s province-level
regions according to the Ministry of Civil Affairs of the
PRC
“R&D” research and development
GLOSSARY OF TECHNICAL TERMS
–4 5–


--- page 56 ---
“second-tier cities” Foshan, Changzhou, Changchun, Xuzhou, Weifang,
Shenyang, Dalian, Nantong, Shaoxing, Lanzhou,
Kunming, Shijiazhuang, Quanzhou, Zhongshan, Jinan,
Nanning, Guiyang, Taizhou, Xiamen, Harbin, Jiaxing,
Y antai, Fuzhou, Jinhua, Taiyuan, Zhuhai, Wenzhou,
Nanchang Huizhou, Baoding
“SKU” stock keeping unit
“Special Purchase Day for Spring
Festival ( ϋ஬ື)”
a promotional event organized by us prior to the Spring
Festival to attract consumer attention, encourage
consumer visits and strengthen brand recognition
“Spring Festival” a festival that celebrates the beginning of a new year on
the traditional lunisolar Chinese calendar
“sq.m.” square meter
“SRM system” supplier relationship management system
“store(s)” or “stores within our
store network”
in the context of describing our store network, “stores” or
“stores within our store network” include our franchised
stores and self-operated stores, unless explicitly stated
otherwise
“third- and lower-tier cities” all prefecture-level regions in China excluding first- and
new first-tier cities, as well as second-tier cities
“TMS” transportation management system
“weight-priced individual-pack
products”
packaged products that are sold by weight
“WMS” warehouse management system
GLOSSARY OF TECHNICAL TERMS
–4 6–


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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 includes forward-looking statements. All statements other than
statements of historical facts contained in this prospectus, including, without limitation, those
regarding our future financial position, our strategy, plans, objectives, goals, targets and future
developments in the markets where we participate or are seeking to participate, and any
statements preceded by, followed by or that include the words “believe,” “expect,” “estimate,”
“predict,” “aim,” “intend,” “will,” “may,” “plan,” “consider,” “anticipate,” “seek,” “should,”
“could,” “would,” “continue,” or similar expressions or the negative thereof, are forward-
looking statements. These forward-looking statements involve known and unknown risks,
uncertainties and other factors, some of which are beyond our control, which may cause our
actual results, performance or achievements, or industry results, to be materially different from
any future results, performance or achievements expressed or implied by the forward-looking
statements. These forward-looking statements are based on numerous assumptions regarding
our present and future business strategies and the environment in which we will operate in the
future. Important factors that could cause our actual performance or achievements to differ
materially from those in the forward-looking statements include, among other things, the
following:
 our ability to successfully implement our business plans and strategies;
 future developments, trends and conditions in the industry and markets in which we
operate or into which we intend to expand;
 general political and economic conditions of jurisdictions in which we operate;
 our business operations and prospects;
 our capital expenditure plans;
 weather, natural disasters and climate change;
 the actions and developments of our competitors;
 our financial condition and performance;
 capital market developments;
 our dividend policy;
FORW ARD-LOOKING STATEMENTS
–4 7–


--- page 58 ---
 any changes in the laws, rules and regulations of the central and local governments
in the PRC and other relevant jurisdictions and the rules, regulations and policies of
the relevant governmental authorities relating to all aspects of our business and
business plans; and
 various business opportunities that we may pursue.
FORW ARD-LOOKING STATEMENTS
–4 8–


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An investment in our H Shares involves significant 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 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
operations. In any such case, the market price of our H Shares could significantly
decrease, 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 and, 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.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
If we are unable to maintain the popularity of our products, anticipate and respond
promptly to changes in consumer preferences or expand our SKUs or product categories,
our sales performance and profitability may be materially and adversely affected.
The success of our business depends on our ability to continuously offer high-quality
products. Consumer preferences differ across and within each of the regions in which we
operate or plan to operate and may shift over time in response to changes in demographic and
social trends and economic circumstances. We must stay abreast of consumer preferences and
anticipate product trends that will appeal to existing and potential consumers to select the
snacks and beverages.
We offer a wide variety of snacks and beverages that meet consumers’ evolving needs by
frequently launching new SKUs and product categories. However, there can be no assurance
that our existing products will continue to be favored by consumers or that we will be able to
anticipate or respond to changes in consumer preferences in a timely manner. In particular, as
we expand into new regions, we may not be able to offer products that appeal to local
consumers due to our lack of understanding of local cultures and lifestyles. Our failure to
anticipate, identify or react to these particular preferences could materially and adversely affect
our sales performance and profitability.
In addition, offering new SKUs and expansion into diverse new product categories
involves new risks and challenges. Our lack of familiarity with these product categories and
SKUs, as well as insufficient insight into consumer purchasing patterns regarding these product
categories and SKUs, may make it difficult for us to anticipate consumer demand and
preferences, potentially leading to inventory buildup and write-downs. It may also make it
difficult for us to inspect and control quality and ensure proper handling, storage and delivery
of the products. We may receive consumer complaints about new SKUs and product categories
RISK FACTORS
–4 9–


--- page 60 ---
and face product liability claims related to such new offerings. We may not have much
bargaining power in new product categories and we may not be able to negotiate favorable
terms with suppliers. We may need to price aggressively to gain market share or remain
competitive in new product categories, which may adversely affect our profitability in new
product categories and our profit margin, if any.
If we are unable to successfully expand our market presence, our business and financial
growth could be materially and adversely affected.
During the Track Record Period, we generated substantially all of our revenue from the
sales of goods to our franchised stores and consumers. Accordingly, our future growth depends
significantly on our ability to enhance our store network and expand our presence.
As we increase the number of stores within our store network in some regions, we will
also need to enhance our supply chain infrastructure in these regions to meet the growing
market demand, while maintaining the high quality and consumer satisfaction of stores within
our store network. As a result, we might incur additional operating expenses as we continue our
expansion in these markets. Further, we may also encounter difficulties during our expansion.
For example, we may face intense competition from other brands. In the event that we fail to
maintain our relationship with existing franchisees, our existing franchisees may choose
instead to collaborate with other brands, which may, in turn, negatively affect our market share
in these markets. If our expansion in these markets is not cost-effective or fails to achieve
positive results, it could negatively impact our business, financial position and operation
results.
The factors mentioned above might delay or hinder the expansion of our presence.
Moreover, the expansion of our presence could place considerable demands on our
management and our operational, technological and financial resources. If we cannot manage
these demands, business and financial growth could be materially and adversely affected.
If we are unable to offer our products at prices that are highly appealing to consumers or
maintain competitive prices, our business, financial condition and results of operations
would be materially and adversely affected.
We vigorously execute our pricing strategy in our daily business operations. However, we
may face challenges in maintaining the current price advantages. For example, we may not
have sufficient bargaining power in negotiating terms with our suppliers and procuring
products at favorable prices. As a result, we may have to price our products at higher-than-
expected prices to achieve profitability. Even if we are able to price them as we expected, our
profit margin, if any, may be lower than anticipated. Further, increases in raw material prices
or production costs may also be shifted to us by our suppliers and result in pressure on us to
increase prices. Any increase in product prices may cause our sales volume to decline.
Accordingly, the occurrence of any of the above would adversely affect our overall
profitability.
RISK FACTORS
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In addition, the prices of the products we sell can be influenced by general economic
conditions. For example, general inflation could cause us to increase our sales prices, which
may negatively affect our product sales. The potential adverse general economic conditions
could also increase our costs and further reduce our sales or increase our selling and marketing
expenses or general and administrative expenses. We may not reflect these increased costs in
the prices of our products without losing competitive position. This may reduce our
profitability and have a material adverse effect on our business, financial condition and results
of operations.
We operate in a highly competitive and fast-changing market and may lose our market
share if we fail to compete successfully.
The snack and beverage retail industry where we operate is intensely competitive with
respect to, among other things, store locations, brand recognition, product suppliers, food
quality and customer services. Our existing competitors include other retailers.
Some of our current or future competitors may have more operating experience, greater
brand recognition, better supplier relationships, more investments in product selection and
customization, more competitive prices, larger consumer bases, higher penetration in certain
regions or greater financial, technical or marketing resources than we do. Furthermore, new
competitors may emerge from time to time, which may further intensify the competition. In
particular, market players initially in other sectors may start to operate similar snack and
beverage specialty stores that resemble our concepts and target consumers, imposing direct
competition against us. Moreover, some of our competitors may be able to secure more
favorable terms from suppliers, devote greater resources to marketing and promotional
campaigns, adopt more aggressive pricing or inventory policies and devote substantially more
resources to the development of their websites, mobile apps and systems than us. In addition,
new and enhanced technologies may increase the competition in the snack and beverage retail
industry. New competitive business models may appear, for example, based on new forms of
social media or social commerce. The use of mobile and web-based technology that facilitates
real-time product and price comparisons will also increase the competition. Increased
competition may reduce our margins and market share, impact brand recognition or result in
significant losses. We cannot assure you that we will be able to compete successfully against
current or future competitors, and competitive pressures may have a material and adverse effect
on our business, financial condition and results of operations.
We may not be able to maintain or increase the sales and profitability of stores within our
store network.
The sales and profitability of stores within our store network would affect the growth of
our business and continue to be key factors which affect our revenue and profit. Factors such
as diverse product offerings, quality of products, service quality of staff, consumer experience,
delivery options and competition from nearby stores can influence these outcomes.
Furthermore, our brand reputation and store sales may depend on the operations of our
franchisees. There is no guarantee that the sales growth and profitability of stores within our
store network will consistently align with our expectations, particularly given the intensified
RISK FACTORS
–5 1–


--- page 62 ---
market competition as we expand our store network in new or existing geographic areas.
Should the sales and profitability of stores within our store network, particularly our franchised
stores, fail to meet our expectations or experience a downturn, our brand value may be harmed
and we may encounter difficulties in attracting new franchisees, and our business, financial
condition and results of operations could be materially and adversely affected.
Any failure by us, our franchisees, suppliers or other business partners to maintain food
safety and quality or comply with our protocols might materially and adversely affect our
brands, business and financial condition.
Ensuring food safety and quality of the products offered in stores within our store network
is vital to our success and reputation. Given the extent of our operations and the growth of our
store network, upholding food safety and quality of our products significantly depends on the
effectiveness of our quality control system. This effectiveness is contingent on several factors,
including the design of our quality control system, our ability to ensure that our franchisees,
store staff, suppliers and other business partners, such as warehousing and logistics service
providers, involved in our operations adhere to our quality assurance policies and guidelines,
and our capability to monitor potential violations of our quality control system effectively. See
“Business — Food Safety and Quality Control.”
However, there is no guarantee that our quality control system will always be effective,
nor can we ensure that we can identify all flaws in our quality control system in a timely
manner. We may not be able to ensure that our employees, franchisees, staff in franchised
stores, suppliers or other business partners consistently adhere to our internal policies and
guidelines or relevant quality and food-safety requirements under applicable laws and
regulations. If any of them fails to comply with our food safety or other protocols, or engages
in fraud, bribery or other illegal actions or misconduct, our results of operations may be
materially and adversely affected. Historical food spoilage issues in our industry have been
linked to packaging damage from improper transportation conditions or mishandling by
logistics partners. Moreover, our store operations involve the storage of snacks and beverages,
which must comply with our store management and operation standards. However, there is no
assurance that these standards will be strictly followed, which may subject stores within our
store network to risks of food safety issues. Any significant breakdown or deterioration of our
or our suppliers’ or other relevant business partners’ quality control systems, or any failure to
prevent food safety issues, may materially and adversely impact our reputation, financial
condition and results of operations.
We face the inherent risk of consumer complaints and liability claims in respect of the
services of the store staff and food quality or safety. We take these complaints seriously and
endeavor to reduce consumer complaints by implementing various remedial measures. See
“Business — Customers — After-sales Services.” Nevertheless, we cannot assure you that we
can successfully prevent or address all consumer complaints in a timely manner or at all. We
may be generally responsible for compensating consumers for their losses even if the
contamination of food and beverages is not caused by us. Therefore, we may also be held liable
if our employees, franchisees, suppliers or other business partners fail to comply with
RISK FACTORS
–5 2–


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applicable food safety-related laws and regulations. While we may seek indemnification from
the responsible parties afterwards, such indemnification may not be available or sufficient. Any
serious consumer complaints or liability claims and the related negative publicity could
materially and adversely affect our reputation, business prospects, financial condition and
results of operations. In addition, we and stores within our store network may face potential
liabilities, legal claim expenses and regulatory risks related to food safety and quality due to
the nature of our business. See “— We, our Directors, management, franchisees and employees
may not always succeed in defending against litigation, regulatory investigations and
proceedings, including claims related to food safety, commercial issues, labor, employment,
antitrust or securities matters.”
Our extensive store network consists primarily of franchised stores that are operated by
third parties. We face certain risks associated with the use of the franchise model.
We primarily operate our business under the franchise model. As of December 31, 2022,
2023, 2024 and September 30, 2025, we had 1,898, 6,569, 14,379 and 19,494 franchised stores,
respectively, accounting for a substantial majority of our total number of stores. In 2022, 2023,
2024 and the nine months ended September 30, 2024 and 2025, the amount of revenue
contributed by our franchised stores was RMB4,242.9 million, RMB10,200.4 million,
RMB38,888.0 million, RMB26,149.4 million and RMB45,865.2 million, respectively,
accounting for 99.0%, 99.1%, 98.8%, 98.8% and 98.9% of our total revenue for the respective
years. Therefore, our business operations depend heavily on the success of our cooperation
with our franchisees. The results of our operations are also significantly influenced by the
performance of our franchised stores. We face a number of risks associated with the use of our
franchise model, each of which may impact our revenue generation, harm our brand image and
adversely affect our business and results of operations. These risks include, among others:
 Revenue contribution of our franchised stores . During the Track Record Period, our
revenue consisted significantly of revenue from the sales of goods to our
franchisees. Our financial condition is highly dependent on the sales growth of our
franchised stores. If they do not achieve the expected sales, our revenue and profit
margins could be materially and adversely affected. Moreover, declines in sales of
our franchised stores may result in store closures and/or delayed or reduced
payments to us.
 Management of franchisees . Our franchisees generally operate their businesses
independently and are responsible for the day-to-day operation of their stores. Thus,
the success and quality of a franchised store are largely dependent on the franchisee.
We cannot guarantee that our management of franchisees will always be effective.
If our franchisees do not fulfill their obligations in accordance with their franchise
agreements with us or our internal policies or guidelines, or if they fail to operate
stores consistent with our standards, our brand image and reputation could suffer,
which in turn could adversely impact our business and results of operations.
Furthermore, our contractual rights and remedies might be limited, potentially costly
to exercise or subject to litigation.
RISK FACTORS
–5 3–


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 Litigation regarding franchisees . Our franchisees face various litigation risks,
including, among others, consumer claims, personal injury claims, environmental
claims and employee allegations of improper termination. Even though we are not
directly responsible for these litigation costs, they may increase the costs for our
franchisees and affect their profitability. This could affect the funds available for
their payments to us, renovations or store development or could prevent them from
renewing their agreements with us, which in turn could adversely affect our business
and results of operations and may have a negative impact on our brand image.
 Compliant operations of franchisees. As stipulated in our franchise agreements,
franchisees are responsible for obtaining all the licenses and permits required for
operating franchised stores. However, there can be no assurance that our franchisees
will be able to obtain or renew all of the approvals, licenses and permits required for
existing business operations promptly or at all.
If any of our franchisees default under our agreements or commit misconduct, they may
not be in a position to compensate us sufficiently for losses suffered as a result of such defaults
or misconducts. Further, the bankruptcy of a franchisee could also substantially impact our
ability to collect payments from such franchisee. Consequently, our brand image and reputation
could be compromised, leading to a material adverse impact on our results of operations.
Furthermore, we may not be able to successfully maintain the relationships with our
franchisees. In addition, we may not be able to attract a sufficient number of new franchisees
to join our network and open stores, which could cause us to lose market shares and negatively
affect our future business growth.
If we cannot execute successful brand building and marketing strategies to attract
purchases from new and existing consumers or maintain and enhance our brands in a cost
effective manner or at all, our business, financial condition and results of operations may
be materially and adversely affected.
Our future growth depends on our ability to continue attracting purchases from new and
existing consumers in a cost effective manner. We promote our brands, attract new consumers
and maintain existing consumers by engaging in targeted marketing activities through both
online and offline channels. See “Business — Marketing and Brand Building.”
RISK FACTORS
–5 4–


--- page 65 ---
We believe that our brands have significantly contributed to the success of our business
and that maintaining and enhancing our brands is critical to retaining and expanding our
consumer base. Our marketing, design, research and products are aimed at promoting
awareness of our “Busy for Y ou” and “Super Ming” brands. The factors that are crucial for us
to maintain and enhance the awareness, recognition and popularity of our brands include our
ability to:
 consistently deliver a diverse range of value-for-money snacks and beverages with
frequently-launched new SKUs, continually striving towards “creating a snack
brand for the people” (“೐”) and “enabling the public to buy
snacks whenever and wherever” (“І͟”);
 deliver a joyful and comfortable browsing and shopping experience;
 enhance our brands’ awareness through marketing and brand promotion activities;
 maintain mutually beneficial relationships and retain favorable terms with our
franchisees, suppliers, service providers and other business partners;
 ensure that our employees and franchisees comply with relevant laws and
regulations; and
 compete effectively against existing and future competitors.
In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, we
incurred marketing and promotion fees of RMB41.7 million, RMB49.0 million, RMB176.6
million, RMB147.4 million and RMB174.2 million, respectively. We expect to continue to
spend on marketing and brand building activities to attract new consumers and retain existing
ones and to enter and penetrate into new geographic markets. We may also incur higher
marketing and promotion fees if social media platforms increase their charges on us for the
maintenance and promotion of our accounts and content, respectively, or if there is an increase
in the cost of brand endorsement.
Our marketing and brand building activities may not be as effective as we anticipate.
Furthermore, any failure to refine our marketing approaches or to adapt to new or more cost
effective marketing techniques could negatively affect our business, growth prospects and
results of operations. In addition, we have been continually promoting our brands. If consumers
or other parties claim that our marketing approach is misleading or otherwise improper, we
may be subject to lawsuits or other legal proceedings, which would adversely affect our brand
image and undermine the consumer trust we have established. If we are unable to retain the
loyalty of existing consumers and attract new consumers, our revenue could decrease and we
may not be able to expand our business base as planned, which could have a material adverse
effect on our business, financial condition and results of operations.
RISK FACTORS
–5 5–


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Our investment in digitalization and technologies may not yield the intended results.
Historically, we have invested significantly in a stack of digitalization tools to optimize
our business operations and engage our consumers. In 2022, 2023, 2024 and the nine months
ended September 30, 2024 and 2025, we incurred technology expenses of RMB9.6 million,
RMB17.0 million, RMB53.3 million, RMB30.8 million and RMB68.3 million, respectively,
including IT employee compensations and IT service fees. See “Business — Digitalization.” As
part of our business strategy, we intend to continue investing in the development of our
technology infrastructure. We cannot assure you that our investments in technology will
generate sufficient returns or have the expected effects on our business operations, if at all. If
our technology investments do not meet expectations for the foregoing and other reasons, our
prospects may be adversely affected.
Our operating history may not reflect our future growth or financial results. If we fail to
achieve growth, our business and prospects may be materially and adversely affected.
We began our business operations in 2017 and experienced rapid growth during the Track
Record Period. Our revenue increased from RMB4,285.7 million in 2022 to RMB10,295.3
million in 2023 and further to RMB39,343.5 million in 2024, representing a CAGR of 203.0%.
Our revenue also increased by 75.2% from RMB26,465.5 million in the nine months ended
September 30, 2024 to RMB46,371.5 million in the nine months ended September 30, 2025.
As of September 30, 2025, we had established a network comprising 19,517 stores spanning
28 provinces across China. However, our operating history may not serve as an adequate basis
for evaluating our prospects and results of operations, and our historical growth may not be
indicative of our future growth or financial condition. There is no assurance that we will be
able to maintain our historical growth rates in future periods. See “Financial Information —
Liquidity and Capital Resources — Cash Flow — Net Cash Flows from/(Used in) Operating
Activities.” If we continue to experience negative operating cash flows, our ability to sustain
our operations and finance our business strategy may be adversely affected. This could
necessitate additional financing to support our working capital requirements or to fund our
expansion plans. There can be no assurance that such financing will be available to us on
acceptable terms, or at all. If we are unable to generate positive cash flows or obtain external
financing, we may need to curtail our operations or reduce our business ambitions, which could
have a material adverse effect on our business, financial condition and results of operations.
The speed of our new store openings may fluctuate from time to time, due to factors such
as changing market conditions. Our growth rates may decline for a variety of reasons, and some
of these reasons are beyond our control, including, among others, prevailing dietary
preferences and perceptions of consumers, increasingly intense competition, the emergence of
alternative business models and changes in general economic and regulatory conditions.
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The expansion of our store network may place substantial pressure on both our
management and our operational, technological, labor and other resources. As we expand, it is
crucial to maintain consistent food and service quality and uphold our reputation to ensure our
brand images do not deteriorate. Our continued success also depends on our ability to recruit,
train and retain other qualified management, administrative, sales and marketing personnel,
particularly as we expand into new markets. In addition, we need to continue to manage our
relationships with our franchisees, consumers, suppliers, service providers and other business
partners. Furthermore, we cannot assure you that all of our employees and franchisees will
adhere to our internal control policies and procedures. If we fail to timely update our risk
management and internal control policies, we may be unable to accurately report our financial
results, meet our reporting obligations or prevent fraud. Moreover, we cannot assure you that
we will be able to achieve any future growth effectively and efficiently, and any failure to do
so may materially and adversely affect our ability to capitalize on new business opportunities.
This, in turn, may have a material adverse effect on our business, financial condition and
results of operations.
If we determine our goodwill to be impaired, our results of operations and financial
condition would be adversely affected.
To further expand our business operation, nationwide store network, achieve business
alliance and enhance our core competitiveness, in November 2023, we entered into a series of
share purchase agreements with certain shareholders of Super Ming Food Technology. Upon
completion of the above acquisitions, Super Ming Food Technology became our wholly-owned
subsidiary. See “History, Development and Corporate Structure — Major Acquisition — The
Super Ming Acquisition.” We recorded goodwill of RMB2,250.4 million in 2023 due to the
Super Ming Acquisition. Our goodwill remained unchanged in 2024 and in the nine months
ended September 30, 2025, as our goodwill was not regarded as impaired. The value of
goodwill is measured at cost less any accumulated impairment losses and tested for impairment
annually or more frequently if events or changes in circumstances indicate that the carrying
value may be impaired, which are in turn based on a number of assumptions. If any of the
assumptions does not materialize, or if the performance of our business is not consistent with
such assumptions, we may be required to have a significant write-off of our goodwill and
record an impairment loss, which could in turn adversely affect our results of operations. We
will determine whether goodwill is impaired at least on an annual basis and there are inherent
uncertainties relating to these factors and to our management’s judgment in applying these
factors to the impairment assessment. We could be required to evaluate the impairment prior
to the annual assessment if there are any impairment indicators, including disruptions to
business operations and unexpected significant declines in operating results or a decline in our
market capitalization. We may also suffer from significant impairment loss even if we
determine to amend any assumption used in our impairment testing. If we record an impairment
loss as a result of these or other factors, our results of operations and financial condition may
be adversely affected.
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We are subject to credit risks related to our trade receivables and prepayments, other
receivables and other assets.
Our trade receivables included outstanding amounts due from our franchisees for their
purchase of and our delivery of goods we sold in the ordinary course of business, less
impairment. Our trade receivables increased from RMB3.6 million as of December 31, 2022
to RMB60.0 million as of December 31, 2023, increased substantially to RMB153.1 million as
of December 31, 2024 and decreased to RMB27.6 million as of September 30, 2025. Our
prepayments, other receivables and other assets consisted of (i) prepayments to our suppliers
for product procurement, (ii) deposits and other receivables incurred in our operations, (iii)
receivables due from associates, (iv) recoverable value added tax, (v) impairment allowance,
and (vi) other current and non-current assets. Our prepayments, other receivables and other
assets increased from RMB105.2 million as of December 31, 2022 to RMB548.1 million as of
December 31, 2023, increased to RMB2,340.6 million as of December 31, 2024 and decreased
to RMB1,820.2 million as of September 30, 2025. See “Financial Information — Discussion
of Key Items of Consolidated Statements of Financial Position — Trade Receivables” and
“Financial Information — Discussion of Key Items of Consolidated Statements of Financial
Position — Prepayments, Other Receivables and Other Assets” for details. If any of these
franchisees with significant outstanding trade receivable balances were to become insolvent or
otherwise unable to make payments in a timely manner, or at all, we would have to make
further provisions against such trade receivables, or write off the relevant amounts, either of
which could adversely affect our profitability and liquidity position. Furthermore, there is no
guarantee that these suppliers or other counterparties will fulfill their contractual obligations
such as delivering goods or services, return deposits or settle amounts due, in a timely manner
or at all. If any key supplier or counterparty defaults or becomes insolvent, we may suffer
losses on these assets, potentially requiring material impairment allowances or write-offs,
which could adversely affect our profitability, liquidity and business operations.
We rely on third-party suppliers to provide products to us. We may experience supply
delay, disruption and shortage if we fail to manage or expand our relationships with
third-party suppliers, or otherwise fail to procure products on favorable terms.
The ability to source high-quality products and supplies at competitive prices in a timely
manner is crucial to our business. We rely on third-party suppliers to provide products to us.
In 2022, 2023, 2024 and the nine months ended September 30, 2025, purchases from our five
largest suppliers in each year/period accounted for 14.6%, 11.4%, 13.2% and 13.1% of our total
purchase amount in the respective year/period. We strive to establish mutually beneficial
relationships with our suppliers. See “Business — Supply Chain Management.” However, we
cannot assure you that we will maintain good and stable relationships with our suppliers, nor
can we assure you that our current suppliers will continue to sell products to us on
commercially acceptable terms, or at all, after the expiration of the current agreements.
Furthermore, we cannot assure you that our current suppliers will always be able to meet our
stringent quality control requirements, or that we will be able to maintain our procurement
prices for our products. In addition, the productivity of our suppliers may also be adversely
affected by staffing shortages, unexpected mechanical failures, utility shortages or outages,
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fire, acts of God or other calamities at the production facilities of our suppliers, which would
render our suppliers unable to maintain their supply at the same or similar level of product
quality and quantity in the future. In the event that any of our suppliers do not perform
adequately or otherwise fail to distribute high-quality products to us in a timely manner, we
cannot assure you that we will be able to secure alternative suppliers on commercially
acceptable terms in a timely manner, or at all. Any failure to do so could increase our product
costs and could cause shortages of products, which will further influence the stability of our
product price, thereby materially and adversely affecting our business, financial condition and
results of operations.
If we fail to manage our inventory effectively, our business, financial condition and results
of operations may be materially and adversely affected.
Our scale of operations and business model require us to manage a large volume of
inventory effectively. As of December 31, 2022, 2023, 2024 and September 30, 2025, our
inventories amounted to RMB200.2 million, RMB632.2 million, RMB1,674.1 million and
RMB2,490.6 million. See “Financial Information — Discussion of Key Items of Consolidated
Statements of Financial Position — Inventories.” In addition, as we plan to continue expanding
our product offerings, we expect to include more products in our inventory, which will make
it more challenging for us to manage our inventory effectively and will put more pressure on
our warehousing system. We depend on our demand forecasts for various kinds of products to
make purchase decisions and to manage our inventory. Demand for products, however, can
change significantly between the time inventory is ordered and the date by which we aim to
sell it. Demand may be affected by changes in product pricing, product defects, changes in
consumer spending patterns or preferences with respect to our products, as well as other
factors, and consumers may not purchase products in the quantities that we expect. In addition,
when we begin selling a new product, we may not be able to accurately forecast demand. The
procurement of certain types of inventory may require significant lead time and prepayment,
and such inventory may be non-returnable.
If we fail to manage our inventory effectively, we may be subject to a heightened risk of
inventory obsolescence, a decline in inventory values and significant inventory write-downs or
write-offs. To reduce our inventory level, we may choose to sell certain products at lower
prices, which may lead to lower gross margins. High inventory levels and large amount of
prepayments to suppliers may also require us to commit substantial capital resources,
preventing us from using that capital for other important purposes. Any of the above may
materially and adversely affect our financial condition, especially our liquidity.
On the other hand, if we underestimate demand for our products, or if our suppliers fail
to supply high-quality products in a timely manner, we may experience inventory shortages,
which might result in missed sales, diminished brand loyalty and lost revenues, any of which
could materially and adversely harm our reputation, and therefore our business, financial
condition and results of operations.
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Share-based payment may cause shareholding dilution to our existing Shareholders and
have an adverse effect on our financial performance.
During the Track Record Period, share-based payments were made to certain key
management personnel pursuant to the share award agreements for incentive purposes. The fair
value of the awarded shares at the grant date with reference to the valuer’s valuation was
charged as share-based payment expenses and is recognized in profit and loss along with a
corresponding increase in equity, over the period in which the performance and/or service
conditions are fulfilled. See “Share-based Payments” in Note 2.3 to the Accountants’ Report in
Appendix I to this prospectus. To further incentivize our Directors, senior management and key
employees to contribute to us, we may grant additional share-based payments in the future.
Issuance of additional Shares with respect to such share-based payments may dilute the
shareholding of our existing Shareholders. Expenses incurred with respect to such share-based
payments may also increase our operating expenses and therefore have an adverse effect on our
financial performance.
We rely on third-party warehousing and logistics service providers as well as our
self-operated warehouses, and associated risks including quality control failures, system
interruptions and partnership instability may materially and adversely impact our
reputation, business and financial condition.
As of September 30, 2025, our comprehensive warehousing and distribution network
included 48 warehouses, among which 23 are self-operated warehouses and 25 are operated by
third-party suppliers. Our overall warehousing and logistics costs, including expenses relating
to transportation expenses and warehousing service fees, accounted for 1.5%, 1.6%, 1.7%,
1.8% and 1.7% of our total revenue in 2022, 2023, 2024 and the nine months ended September
30, 2024 and 2025, respectively, which is lower than industry average, according to Frost &
Sullivan. See “Business — Warehousing and Logistics.”
We partner with third-party warehousing and logistics service providers to efficiently
store, deliver and promote our products. We cannot guarantee that these third-party providers
will consistently meet our stringent requirements. Risks include potential failures in product
supervision during storage and transportation, hygiene compliance and optimal condition
maintenance. Furthermore, the termination or deterioration of any third-party partnerships,
whether logistics or warehouses, may materially and adversely affect our business, financial
condition and results of operations.
Further, in the event that there is any unexpected disruption in the supply of utilities, such
as water or electricity, or restricted access to the premises due to incidents such as fire, and we
cannot restore the affected warehouse, or relocate to another suitable location promptly with
well-equipped facilities, our business and results of operations will be materially and adversely
affected. We cannot assure you that our prevention measures are effective and sufficient. If any
of our warehouses experience a material incident or prevention measures are inadequately
implemented, we may lose the inventory stored therein, incur significant costs and expenses to
restore or to relocate such warehouses, and/or be determined by the relevant authorities to be
in violation of applicable laws and regulations and subject to relevant administrative penalties.
In addition, repairing or adding equipment and machinery for our self-operated warehouses
may be expensive and time-consuming. Under such circumstances, our business, financial
condition and results of operations may be materially and adversely affected.
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We may not be successful in promoting our membership program.
We have launched our membership program through our WeChat mini program. See
“Business — Marketing and Brand Building — Our Membership Program.” Through the
membership program, consumers can earn award points for placing orders, which may be
exchanged for rewards such as discount coupons or gifts. Consumers can also receive
promotions tailored to their preferences. We have limited experience in operating this
membership program, and we cannot accurately predict the rate or extent to which our
consumers will subscribe to the membership program. There is no assurance that our
membership program will be implemented successfully or remain sustainable, nor can we
assure you that the program will be effective in retaining existing members or increasing their
repurchases. If any of the foregoing risks materializes, our business, financial condition and
results of operations may be materially and adversely affected.
Any negative publicity or misconduct regarding the brand ambassadors could materially
and adversely affect our business, financial condition and prospects.
We engage brand ambassadors to promote our brands and market our products through
both online and offline media. However, we cannot assure you that the brand ambassadors’
endorsements or advertisements will remain effective and compatible with the messages that
our brands and products aim to convey. Neither can we assure you that the brand ambassadors
will remain popular or any of the images of the endorsing brand ambassadors will remain
positive. Any deterioration in the image or misconduct or inappropriate statements by
endorsing brand ambassadors would significantly impact on our brand image, and
subsequently, the sales of our products. Where we need to replace brand ambassadors, we may
not be able to find suitable candidates in a timely manner or at all. In addition, we may have
to remove or update relevant packaging, advertising and marketing materials, which may incur
additional expenses or take additional time. If any of these situations occur, our business,
financial condition and results of operations could be materially and adversely affected.
Any adverse publicity or any significant liability claims or consumer complaints involving
our products, services or store operations may have a negative impact on our business,
financial condition and results of operations.
Publicity about our business can attract attention from the public, regulators and the
media. Any adverse report about our business, financial condition or results of operations —
whether true or not — can tarnish our brand image, affect sales and potentially lead to liability
claims, litigation, damages, regulatory investigations, penalties or sanctions. Any negative
publicity about the snack and beverage retail industry in general, including negative publicity
on food safety and quality, could also adversely affect our sales on a regional or national level.
See “— Any failure by us, our franchisees, suppliers or other business partners to maintain
food safety and quality might materially and adversely affect our brands, business and financial
condition.” While we strive to maintain our reputation, there is no guarantee against future
public scrutiny, which could have an adverse impact on our reputation, business and prospects.
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In addition, any significant liability claims or consumer complaints involving our
products, services or store operations may have a negative impact on our business and results
of operation. Any complaints or claims against us, even if meritless or unsuccessful, may divert
management attention and other resources from our business and adversely affect our business
and operations. Consumers may lose confidence in us and our brands, which may adversely
affect our business and results of operations. Furthermore, adverse publicity including but not
limited to negative online reviews on social media platforms, industry findings or negative
public or medical opinions about the health effects of consuming snacks and beverages, media
reports related to food quality, safety, public health concerns, illness, injury or government,
whether or not accurate, and whether or not concerning our products, can adversely affect our
business, results of operations and reputation.
Our development strategies may not achieve the expected goals in the near term, or at all.
To adapt to the competitive industry and maintain our leading market position, we plan
to further expand our store network, diversify our product offerings, enhance our supply chain
capabilities, strengthen our digital capabilities and build long-term relationships with our
franchisees. However, we cannot assure you that we will be able to execute our strategies
successfully and achieve the expected goals as planned, in the near term or at all. For example,
while we continue to expand our geographic coverage and deepen our market penetration, we
may not be able to engage quality franchisees or encourage existing franchisees to open more
franchised stores. In addition, new products that we plan to offer in stores within our store
network, may fail to achieve popularity and market acceptance.
Information technology system failures or breaches of our network security could
interrupt our operations and adversely affect our business.
We rely on our technology infrastructure and systems to serve consumers, conduct the
daily operations of stores within our store network and manage inventory and supplies. A
damage or failure of our technology infrastructure and systems that causes interruptions or
inaccuracies in the operations of stores within our store network could have a material adverse
effect on our business and results of operations.
In addition, we are subject to cyber-attacks and network security breaches. Since the
methods used to gain unauthorized access to or sabotage networks are constantly evolving, we
may lack the expertise or technological sophistication necessary to predict and deter rapidly
changing cyber-attack forms. As a result, we may not be able to detect or enforce sufficient
countermeasures against these threats. We had not experienced a material incident related to a
cyber-attack or network security breach during the Track Record Period and up to the Latest
Practicable Date. However, we cannot guarantee that we could prevent these attacks or security
breaches, and we may face risks of considerable legal and financial liabilities, damage to our
brand image and adverse effects on our financial results. Actual or planned attacks and threats
can result in substantially increased costs, including the costs for staff and network security
technology deployment, employee training and engagement of third-party experts and
consultants. In addition, if our network security is compromised, and private information is
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stolen or obtained by unauthorized persons or used inappropriately, we may be subject to
litigation or investigation initiated by consumers and related institutions. These proceedings
could distract our management from running our business and cause us to incur significant
unplanned losses and expenses. Consumer perception of our brands could also be negatively
affected by these events, which could further materially and adversely affect our business,
financial condition and results of operations.
We may not be able to adequately protect our intellectual property, which could harm our
brand value and adversely affect our business and results of operations.
We believe that our brands are essential to our success and competitive position. We will
continue to use our brands, business names and trademarks to enhance brand awareness and to
further improve our products. Third parties may infringe upon our intellectual property rights
or misappropriate our proprietary knowledge, which could have a material adverse effect on
our business, financial condition or results of operations. The measures we take to protect our
brands, trademarks, business names and other intellectual property rights may not be adequate
to prevent unauthorized use by third parties. If we are unable to adequately protect our brands,
trademarks, business names and other intellectual property rights, we may lose these rights,
which could harm our brand value and adversely affect our business.
Any unauthorized use of our trademarks and business names by unrelated third parties
may damage our reputation and brands. If the operations of third parties who used or imitated
our trademarks or business names without our authorization result in adverse effects on
consumers, we may be associated with negative publicity as a result. Preventing trademark and
business name infringement and trade secret misappropriation is difficult, costly and
time-consuming. During the Track Record Period and up to the Latest Practicable Date, we did
not experience any material infringement of our intellectual properties. In the future, we may,
from time to time, need to institute litigation proceedings to protect and enforce our trademarks
and other intellectual property rights. These litigation proceedings could result in substantial
costs and diversion of resources, which could negatively affect our sales, profitability and
prospects. Even if these litigations are resolved in our favor, we may not be able to successfully
enforce the judgment and remedies awarded by the court and the remedies may not be adequate
to compensate us for our actual or anticipated losses, whether tangible or intangible.
Intellectual property infringement claims brought against us may be costly to defend and
could disrupt our business.
We cannot be certain that our operations or any aspects of our business do not or will not
infringe upon or otherwise violate intellectual property rights held by third parties. During the
Track Record Period, we and certain of our franchisees had been subject to legal proceedings
and claims against certain of our important trademarks and business names. In particular, two
of our subsidiaries and one of our franchised stores were collectively involved in a trademark
lawsuit as co-defendants during the Track Record Period. This trademark litigation was settled
under the supervision of the local court for a fee of RMB9.8 million, accounting for less than
0.1% of our revenue of RMB39,343.5 million and only 1.2% of our net profit of RMB829.2
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million in 2024. In light of the foregoing, our Directors believe that this settled and closed
trademark litigation will not have any material adverse impact on our business operations and
financial position. We cannot assure you that legal proceedings and claims against us or our
franchisees relating to the intellectual property rights of others will not recur in the future.
There may also be existing intellectual property that we are unaware of, which our products
might inadvertently infringe. We cannot assure you that holders of intellectual property
purportedly relating to some aspects of our technology systems, software and other
applications or business in general, if any such holders exist, would not seek to enforce
relevant intellectual property rights against us. If we are found to have violated the intellectual
property rights of others, we may be subject to liability for our infringement activities or may
be prohibited from using such intellectual property, and we may incur licensing fees or be
forced to develop alternatives internally. The validity and scope of any potential
claims/requests can be complicated and involve complex scientific, legal and factual questions
and analysis and, therefore, may be highly uncertain. In addition, the defense and prosecution
of intellectual property suits, trademark invalidation proceedings and related legal and
administrative proceedings or requests can be both costly and time consuming and may
significantly divert the efforts and resources of our management. A determination in any such
litigation or proceedings or requests to which we are a party may invalidate our trademarks or
subject us to damages to third parties or injunctions prohibiting our operations, including those
of stores within our store network. We may also have to redesign our brands, stores designs and
products, which may be costly and time-consuming. Any of the aforementioned may materially
and adversely impact our business, financial condition and results of operations.
We face risks related to payments through third-party platforms.
Consumers may purchase products at stores within our store network using a variety of
payment methods through third-party online payment service providers, including WeChat Pay
and Alipay, among others. We do not process or receive payments through third-party platforms
for transactions occurring at our franchised stores. Franchisees are required to register for
accounts at our chosen banks, utilize the merchant acquiring services of our chosen banks, and
receive payments from consumers through these banks that cooperated with the third-party
platforms. At our self-operated stores, we receive payments from consumers through our banks
that cooperated with these third-party platforms. There are certain risks associated with these
payment methods, including, among others: (i) there might be incidents of fraud, security
breaches and other illegal activities in connection with those payment methods; and (ii) there
might be fines, increased expenses or the loss of ability to use payment methods if stores within
our store network fail to comply with rules, regulations and requirements governing electronic
funds transfers.
Furthermore, the implementation of security measures by third-party online payment
service providers is beyond our control. In the event of any security breaches involving these
payment service providers, we may be subject to litigation and possible liability, and our
reputation could be damaged. During the business operation of our self-operated stores, if there
is any leak of confidential information, breach of network security or other misappropriation
or misuse of personal information by third-party online payment service providers, our
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business may be interrupted, additional costs may be incurred and litigation and other
liabilities may ensue. As a result, our business, financial condition and results of operations
could be materially and adversely affected.
The insurance policies we have might not offer sufficient coverage for all risks related to
our business operations.
We purchase and maintain insurance policies that we believe are customary for businesses
of our size and type and as required under the relevant laws and regulations. See “Business —
Insurance.” However, we cannot guarantee that our insurance policies will provide adequate
coverage for all the risks in connection with our business operations, nor can we assure you that
our franchisees will adhere to our requirements regarding insurance coverage. Consistent with
customary practice in China, we do not carry specific business interruption or litigation
insurance. If we incur substantial losses and liabilities that are outside the scope of our
insurance coverage, we could suffer significant costs and diversion of our resources and could
be required to bear the losses to the extent that our insurance coverage is insufficient, which
could have a material and adverse effect on our financial condition and results of operations.
Our success depends on the continuing efforts of our key employees and senior
management. If we fail to recruit, retain and motivate these individuals, or maintain our
corporate culture as we grow, our business, financial condition and results of operations
may be affected.
Our success is dependent upon the continuing services and performance of our key
employees and senior management, as well as experienced and capable personnel generally. If
one or more members of our key employees and senior management are not able or willing to
continue to perform their current responsibilities, we may not be able to locate suitable
replacements, and may incur additional expenses to recruit and train new staff, which could
disrupt our business and growth. In addition, if any of our key employees and senior
management joins a competitor or forms a competing business, we may lose trade secrets,
technical know-how, key professionals and staff members.
Our growth also requires us to hire, train and retain a wide range of talents who can adapt
to a dynamic, competitive and challenging business environment and are capable of helping us
conduct effective marketing, develop new products and enhance technological capabilities. We
may need to offer attractive compensation and other benefit packages, including share-based
compensation, to attract and retain them. We also need to provide our employees with sufficient
training to help them realize their career development goals and grow with us. Any failure to
attract, train, retain or motivate key employees and senior management, as well as experienced
and capable personnel, could adversely affect our business, financial condition and results of
operations.
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Any labor shortages, increased labor costs or other factors affecting the labor force may
adversely affect our store performance, our business and results of operations.
Our business operations and the operation of our franchised stores require a substantial
number of personnel. Any failure to retain stable and dedicated labor by us or our franchisees
may lead to disruption in our operations and those of our franchised stores. In addition, any
material increase in the staff turnover rates may adversely impact the operations of our
franchised stores. We and our franchisees may experience increases in labor costs due to
increases in salary, social benefits and employee headcount. We also compete with other
companies in our industry for labor, and we may not be able to offer competitive remuneration
and benefits compared to them. If we are unable to manage and control our labor costs, our
business, financial condition and results of operations may be materially and adversely
affected.
We, our Directors, management, franchisees and employees may not always succeed in
defending against litigation, regulatory investigations and proceedings, including claims
related to food safety, commercial issues, labor, employment, antitrust or securities
matters.
We face potential liabilities, legal claim expenses and regulatory risks due to the nature
of our business. For example, consumers might file legal claims against us related to issues
with food safety or quality. The focus on consumer protection has intensified in recent years,
with the PRC government, media entities and public advocacy groups playing a pivotal role.
See “Regulatory Overview — Regulations Relating to Product Quality and Consumer
Protection — Consumer Protection Law.” The offering of defective products by stores within
our store network may expose us to liabilities associated with consumer protection laws. We
may be responsible for compensation for consumers’ loss even if the contamination of food and
beverage is not caused by us. We may also be held liable if our employees, franchisees,
suppliers or other business partners commit any misconduct, fraud or illegal actions, fail to
provide satisfactory products or services, or fail to follow our internal control measures and our
food safety or other protocols. While we may be able to seek indemnification from the
responsible parties afterwards, the indemnification may not be available or sufficient and our
reputation could still be adversely affected. In addition, we have been subject to penalties from
the relevant administrative authorities for failure to timely conduct the operation concentration
filing with the regulatory authority in relation to our acquisition of Super Ming Group. See
“History, Development and Corporate Structure — Major Acquisition — The Super Ming
Acquisition.” There is no guarantee that we, our Directors, management, franchisees and
employees will not face litigation, regulatory investigations and other proceedings in the
future. These matters, which can relate to food safety, commercial issues, labor, employment,
antitrust or securities, could adversely affect our reputation and results of operations.
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After we become a publicly listed company, 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 defend, 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 defending against these claims, which could harm our business, financial condition and
results of operations.
We may be subject to additional contributions of social insurance and housing
provident funds and late payments and fines imposed by relevant governmental
authorities.
As required by the PRC laws, a company that enters into an employment contract with an
employee shall be the one to make the social insurance and housing provident fund
contribution in full for the employee. During the Track Record Period, we engaged third-party
human resource agencies or our entrusted subsidiaries other than the employing entities to pay
social insurance for certain of our employees, because those working in different cities across
the nation prefer their social insurance and housing provident funds to be paid at their
respective resident places for convenience of utilizing such benefits locally. Such arrangement
is not in strict compliance with relevant PRC laws and regulations. As advised by our PRC
Legal Adviser, pursuant to applicable PRC laws and regulations, the employing entities within
our Group may be ordered to pay social insurance premium and housing provident funds for
the employees under their own accounts; if the third-party human resources agencies or the
subsidiaries other than the employing entities fail to pay the social insurance premium or
housing provident funds for and on behalf of the employing entities’ employees as required
under applicable PRC laws and regulations, or if the validity of such arrangements is
challenged by competent PRC authorities, we may be ordered to rectify such failure by paying
full contributions to social insurance and housing provident funds for the employees and may
be subject to late payment fees and/or penalties imposed by the relevant authorities.
In addition, during the Track Record Period, we did not make full contributions to social
insurance and housing provident funds for certain employees. Our PRC Legal Adviser has
advised us that, pursuant to relevant PRC laws and regulations, we may be ordered by the
relevant authorities to pay the overdue contributions within the prescribed period and may be
subject to an overdue charge of 0.05% of the delayed payment per day; if such payment is not
made within the stipulated period, the competent authority may further impose a fine from one
to three times the amount of any overdue payment. See “Business — Employees.”
If we are subject to investigations related to such incidents related to 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 materially
and adversely affected.
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We are subject to various risks relating to third-party payments.
During the Track Record Period, we accepted payment made on behalf of certain of our
franchisees (the “ Relevant Franchisees ”) through the accounts of third parties designated by
the Relevant Franchisees (the “ Third-party Payment Arrangement ”). In 2022, 2023 and
2024, the aggregate amount of third-party payments we received was RMB586.1 million,
RMB541.0 million and RMB925.9 million, respectively, representing 13.7%, 5.3% and 2.4%
of our revenue in the respective periods. As of December 31, 2024, we had ceased all
Third-party Payment Arrangements. See “Business — Risk Management and Internal Control
— Control of Third-party Payment Arrangements.”
We face various risks associated with the Third-party Payment Arrangements during the
Track Record Period, such as (i) possible claims from third-party payors seeking the return of
funds as they were not contractually indebted to us, (ii) potential claims from liquidators of
such third-party payors, and (iii) potential money laundering risks due to our limited
knowledge about the source and purpose of funds used by third-party payors. In case of claims
or legal proceedings, whether civil or criminal, demanding payment return or alleging violation
of laws, we would need to allocate financial and managerial resources for defense. Compliance
with court rulings may result in returning payment for products and services sold to
franchisees, which may materially and adversely affect our business, financial condition and
results of operations.
Any significant changes in food safety laws and regulations and related policies could
affect our business.
The industry where we operate shall comply with the laws and regulations of food safety
in China. Such regulations set out the safety standards for food and food additives, packaging
and containers, the information required to be disclosed on packaging, and the regulations on
food operation and sites and sale of food. In recent years, the Chinese government has been
stepping up its supervision on food safety and has implemented several laws, regulations and
standards concerning food safety. Failure to comply with the laws and regulations of food
safety in China may result in corrective actions ordered by regulatory authorities, fines,
confiscation of the proceeds, suspension of business operation as ordered, revocation of
operation permits, and in extreme cases, criminal liability.
We and our franchisees require various approvals, licenses and permits to operate our
business.
Complying with government regulations may require substantial expenses, and any of our
non-compliance may expose us to liability. In case of any non-compliance, we may have to
incur significant expenses and divert substantial management time and resources to resolve any
deficiencies. We may also experience negative publicity arising from such deficiencies, which
may materially and adversely affect our financial condition and business prospects.
Meanwhile, pursuant to the franchise agreements between our franchisees and us, our
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franchisees are responsible for the validity and effectiveness of the required approvals, licenses
and permits for operating their franchised stores, and the franchisees shall bear any liabilities
arising from non-compliance in this regard as well as compensate us for any consequential
damages.
In accordance with laws and regulations, we and our franchisees are required to maintain
various approvals, licenses and permits to operate business and stores, respectively. For
example, some of stores within our store network need to file for the fire safety acceptance
procedure and pass the necessary fire safety inspection. As of the Latest Practicable Date, some
of stores within our store network had not completed the necessary record-filing of fire safety
acceptance check or the fire safety inspection. Each store that had not completed the necessary
record-filing of fire safety acceptance check may be subject to a fine of not more than
RMB5,000 and each store that had not completed the necessary fire safety inspection may be
subject to a fine of not less than RMB30,000 and not more than RMB300,000. See “Business
— Properties and Facilities — Leased Properties.” They are also subject to examinations or
verifications by relevant authorities and some of them are valid only for a fixed period subject
to renewal and accreditation. See “Regulatory Overview — Regulations Relating to Food
Operation and Food Safety — Food Operation Licensing.”
Our franchisees may experience difficulties, delays or failures in obtaining the necessary
approvals, licenses and permits for new stores. In addition, there can be no assurance that our
franchisees have obtained or will be able to obtain or renew, all of the approvals, licenses and
permits required for existing business operations promptly or at all. If any of these occurs, the
ongoing business operations of our relevant franchised stores could be interrupted. As a result,
our expansion plan may be delayed and our results of operations could be adversely affected.
If a material number of franchised stores are subject to such non-compliance and related
penalties or temporary closure, our business operations may be disrupted, and our financial
condition and results of operations may be materially and adversely impacted as a result.
We and our franchisees are subject to risks in relation to leased properties.
We and our franchisees may be subject to a number of risks in relation to the leased
properties in the ordinary course of the businesses, including but not limited to the following:
 We and our franchisees may not be able to renew existing lease agreements at
reasonable commercial terms, especially for stores in locations with a high volume
of consumer traffic.
 We and our franchisees may also be exposed to risks of unexpected early lease
termination at the request of the lessors or other reasons out of our control, which
may result in store closures if we and our franchisees are not able to identify suitable
alternative premises on acceptable terms to relocate in a timely manner. Relocations
would also lead to additional costs, thus affecting our business operations and
financial condition.
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 Our or our franchisees’ profitability may be materially and adversely affected by any
substantial increase or fluctuation in the local rental prices of regions or countries
where we have established a business presence.
As of September 30, 2025, we leased properties in China from third parties, some of
which had title defects. See “Business — Properties and Facilities — Leased Properties” for
details. We cannot assure you that our franchised stores are not faced with similar title defects
or our franchisees’ rights to their leased properties would not be challenged by third parties.
Due to the above reasons, we and our franchisees may need to find alternative locations
for stores within our store network with equal or similar commercial attractiveness as the
original locations, and at commercially reasonable terms, in a timely manner. Failure to do so
would have a material and adverse impact on the operation of such stores and our results of
operations.
Any failure to comply with data privacy protection and information security laws could
harm our reputation, result in a loss of revenue, lead to substantial additional costs, and
expose us to litigation and regulatory scrutiny.
During the ordinary course of our business, we receive certain necessary personal
information of our consumers as they become our members or place orders via our WeChat
mini program, which may include user codes, phone numbers and online order records. We
provide our consumers with data privacy notices and ensure that they give consent per the
requirements of applicable laws before they access our mini programs. We use such
information or data we obtain for delivering our products, providing after-sales services and
sending the most up to date information of our brands.
In recent years, data privacy protection and information security have received increasing
regulatory attention from government authorities across the globe. In the past few years, the
PRC government has enacted a series of laws, regulations and governmental policies on
privacy and data protection that may apply to us. We cannot guarantee that our efforts to protect
our consumers’ personal information may always be sufficient or effective. Any improper
handling of our consumers’ personal information as a result of any misconduct by our
employees or any information leakage due to external factors, such as unauthorized access to
our consumer database by hackers, could result in civil or regulatory liabilities which may
subject us to significant legal, financial and operational consequences.
If we are unable to comply with the then applicable laws and regulations, or to address
any data privacy and protection concerns, such actual or alleged failures could damage our
reputation, impact our ability to manage digital operations and subject us to significant legal,
financial and operational consequences.
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Pandemics, extreme weather conditions, natural disasters, other natural conditions and
other unexpected events may create substantial volatility in our business and results of
operations.
Our business operations are vulnerable to extreme weather conditions such as
windstorms, hailstorms, drought, temperature extremes and typhoons, natural disasters such as
earthquakes, forest fires and floods, and other events that may affect our supplies. Our business
is also dependent on proper warehousing and prompt delivery and transportation of products
to stores within our store network. Snacks and beverages may deteriorate due to
malfunctioning of refrigeration facilities caused by power failures and other events. Certain
events, such as adverse weather conditions, natural disasters, severe traffic accidents or delays
and labor strikes could also lead to warehouse interruptions and delayed or lost deliveries of
products to stores within our store network.
In addition, fires, floods, earthquakes and terrorist attacks may lead to evacuations and
other disruptions in our operations, which may also prevent stores within our store network
from providing products and services to consumers, thereby affecting our business and
damaging our reputation. Any such event could materially and adversely affect our business
operations and results of operations. In addition, pandemics may also cause a volatility for our
business and results of operations. These events are beyond our control, and we cannot assure
you that similar events will not happen in the future. Our future responses to these events and
other preventative measures may not always be effective.
We may require additional financing to support our further developments or adapt to
changes in business conditions, but we may not be able to obtain additional financing on
favorable terms, if at all.
Expanding our store network, building well-known brands and accumulating a large and
continuously growing consumer base are costly and time-consuming. Substantial and
continuous investments in advertising, branding and marketing activities are also required for
further establishing brand awareness to attract new consumers and retain existing ones. Our
Directors are of the opinion that, taking into account the net proceeds from the Global Offering
and the financial resources available to us, including cash and cash equivalents, we have
sufficient working capital for our present requirements that is at least 12 months from the date
of this prospectus. We may, however, require additional cash resources to finance our continued
growth or other future developments or adapt to changes in business conditions, including any
investments we may decide to pursue. If our financial resources are insufficient to satisfy our
cash requirements, we will be required to seek additional financing or to defer planned
expenditures. There can be no assurance that we can obtain additional financing on favorable
terms to us, if at all. In addition, our ability to raise additional funds in the future is subject
to a variety of uncertainties, including, but not limited to:
 our future results of operations, financial condition and cash flows;
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 investors’ perception of, and demand for, businesses in the snack and beverage retail
industry;
 general market conditions for capital raising and debt financing activities; and
 economic, political and other conditions in China and elsewhere.
In addition, if we raise additional financing by selling additional equity securities, your
equity interest in us may be diluted. Alternatively, if we raise additional financing by incurring
debt obligations, we may be subject to various covenants under the relevant debt instruments
that may, among other things, restrict our ability to pay dividends or obtain additional
financing. If we cannot obtain sufficient capital on favorable terms, our business, financial
condition and results of operations may be materially and adversely affected.
We received government grants and preferential tax treatment during the Track Record
Period, and any discontinuation of government grants or preferential tax treatment or
any change in the relevant policies may adversely affect our results of operations and
financial performance.
During the Track Record Period, we received certain government grants and preferential
tax treatment according to relevant policies. During the Track Record Period, government
grants represented incentives received from the local government in connection with certain
financial support to local business enterprises for the purpose of encouraging business
development. In 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025,
our government grants amounted to RMB0.9 million, RMB0.3 million, RMB22.6 million,
RMB2.8 million and RMB29.9 million, respectively. See “Financial Information —
Description of Major Components of Our Results of Operations — Other Income and Gains,
and Other Expenses.” Meanwhile, certain of our subsidiaries were eligible for certain
preferential corporate income tax rates and tax concessions during the Track Record Period.
Government grants are recognized when there is reasonable assurance that they will be
received and that we will comply with the conditions attaching to them. The government grants
we received during the Track Record Period represented various forms of incentives and
subsidies granted to our Group by local government authorities in the PRC. These government
grants were mainly non-recurring in nature, and the amounts of these grants were subject to the
discretion of local governments. We cannot guarantee that we will receive such government
grants and preferential tax treatment in the future, and our financial condition and results of
operations may be adversely affected if we fail to obtain such government grants in the future.
We may make acquisitions, establish joint ventures and conduct other strategic
investments, which may not be successful.
To expand our business and strengthen our market position, we may seek to invest in other
business upstream in our value chain by forming strategic alliances or making strategic
investments and acquisitions. During the Track Record Period and up to the Latest Practicable
Date, we had not undertaken any other acquisitions other than our acquisition of Super Ming
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Group in 2023. We had not identified any material acquisition or investment target as of the
Latest Practicable Date. Acquisitions involve numerous risks, including (i) difficulties in
integrating the operations and personnel of the acquired companies, distraction of management
from overseeing our existing operations, (ii) difficulties in executing new business initiatives,
entering markets or lines of business in which we do not have or have limited direct prior
experience, (iii) the possible loss of key employees and consumers, and (iv) difficulties in
achieving the synergies we anticipated or levels of revenue, profitability, productivity or other
benefits we expected. These transactions may also result in a significant increase in our interest
expense, leverage and debt service requirements if we incur additional debt to finance an
acquisition or investment, issue common stock that would dilute our current shareholders’
percentage ownership, or incur asset write-offs and restructuring costs and other related
expenses. Acquisitions, joint ventures and strategic investments involve numerous other risks,
including potential exposure to unknown liabilities of acquired or invested companies. No
assurance can be given that our acquisitions, joint ventures and other strategic investments will
be successful and will not materially adversely affect our business, financial condition or
results of operations.
Further, according to the Anti-Monopoly Law of PRC (‘) and the Provisions
of the State Council on Thresholds for Prior Notification of Concentrations of Undertakings
(‘), the concentration of business undertakings by
way of mergers, acquisitions or contractual arrangements that allow one market player to take
control of or to exert decisive impact on another market player must also be notified in advance
to the Anti-monopoly Law Enforcement Agency of the State Council when the threshold is
crossed, and such concentration shall not be implemented without the clearance of prior
notification. We cannot assure you that we will be able to timely complete this clearance, if at
all. If we fail to obtain such clearance for our future acquisitions, our ability to expand our
business or maintain or expand our market share through acquisitions would be materially and
adversely affected.
Our business is subject to seasonal fluctuations.
Our business operations are influenced by seasonal trends. During holidays in China, such
as the Spring Festival, we typically experience more consumer traffic and generate higher
sales. Sales can also fluctuate during the course of a financial year for other reasons, including
the timing of new product launches and marketing and promotion activities.
Due to these fluctuations, comparisons of sales and operating results between different
periods within a financial year, between the same periods in different financial years, or
between different financial years are not necessarily indicative of our performance. Nor may
our results for any particular quarter or half year be indicative of the results to be achieved for
the entire fiscal year. Our financial condition and results of operations in the future may
continue to fluctuate over the course of a year. Investors should not rely on interim results as
being indicative of results we may expect for the full year.
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RISKS RELATING TO OPERATIONS IN THE PRINCIPAL PLACE OF OUR
BUSINESS
We may be subject to additional regulatory requirements under new laws and regulations
on overseas offerings and listings issued by PRC government authorities.
On July 6, 2021, the relevant PRC government authorities issued the Opinions on Strictly
Cracking Down Illegal Securities Activities in Accordance with the Law (੽ᘌ͂Ꮨ
จԈ‘). These opinions emphasized the need to strengthen the administration
over illegal securities activities and the supervision on overseas listings by China-based
companies and proposed to take effective measures, such as promoting the construction of
relevant regulatory systems to deal with the risks and incidents faced by China-based
overseas-listed companies. See “Regulatory Overview — Regulations Relating to Overseas
Listings.”
On February 17, 2023, the CSRC promulgated the Trial Administrative Measures for
Overseas Securities Offering and Listing by Domestic Companies ( ྤʫΆุྤ̮೯БᗇՎձ
‘) (the “Overseas Listing Trial Measures”) along with five relevant
guidelines, which became effective on March 31, 2023. The Overseas Listing Trial Measures
require, among others, that PRC domestic companies that seek to initially offer and list
securities in overseas markets, either directly or indirectly, shall file the required documents
with the CSRC within three business days after its application for overseas listing is submitted.
On February 24, 2023, the CSRC, the MOF, the National Administration of State Secrets
Protection of China and the National Archives Administration of China published the
Provisions on Strengthening Confidentiality and Archives Administration of Overseas
Securities Offering and Listing by Domestic Companies (̋੶ྤʫΆุྤ̮೯БᗇՎձ
‘) (the “Archives Rules”), which came into effect on
March 31, 2023. The Archives Rules require that, in relation to the overseas securities offering
and listing activities of domestic enterprises, either in direct or indirect form, such domestic
enterprises, as well as securities companies and securities service institutions providing
relevant securities services, are required to strictly comply with relevant requirements on
confidentiality and archives management, establish a sound confidentiality and archives
system, and take necessary measures to implement their confidentiality and archives
management responsibilities. The interpretation and implementation of the Archives Rules may
keep evolving, and failure to comply may materially affect our business, financial condition or
results of operations.
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We may be subject to the approval, filing or other requirements of the CSRC or other
PRC governmental authorities in connection with future financing activities.
We cannot assure you that any new rules or regulations promulgated will not impose
additional requirements or restrictions on us or our financing activities. If it is determined in
the future that approval from or filing with the CSRC or other regulatory authorities or other
procedures is required, we may fail to obtain such approval, perform such filing procedures or
meet such other requirements in a timely manner or at all. We may face sanctions by the CSRC
or other PRC regulatory authorities for failure to seek CSRC approval or other government
authorization, or perform filing procedures, for our future financing activities, and these
regulatory authorities may impose fines and penalties on us, limit our operating activities in the
PRC, limit our ability to pay dividends outside the PRC, delay or restrict the repatriation of the
proceeds from such future financing activities into the PRC or take other actions to restrict our
financing activities, which could have a material and adverse effect on our financial condition
and business prospects.
Changes in economic, regulatory, political and social conditions could have a material and
adverse effect on our results of operations, financial condition and business prospects.
We are headquartered in Hunan Province, China and, as of the Latest Practicable Date, all
of our operations are conducted in China. Accordingly, our results of operations, financial
condition and business prospects may be influenced by the economic, regulatory, political and
social conditions in China. China has implemented, and may continue to introduce, among
others, various policies and measures to encourage the economic growth and guide the
allocation of resources. China’s snack and beverage retail industry in general is affected by
macro-economic factors, including international, national, regional and local economic
conditions, trade relationships, employment levels, consumer demand and discretionary
spending. In addition, the U.S. government has recently issued a final rule imposing
restrictions on U.S. outbound investment in Chinese companies engaged in certain activities
involving specified sensitive technologies and issued a broadly worded “America First Trade
Policy” and an “America First Investment Policy” that seek to further restrict U.S. investments
involving China (including possibly expanding technologies subject to investment restrictions
and narrowing related exceptions (including those related to publicly traded securities)). On
December 18, 2025, the Comprehensive Outbound Investment National Security Act of 2025
(the “ COINS Act ”), as part of the National Defense Authorization Act for Fiscal Y ear 2026,
became law. The COINS Act will supersede the above-mentioned final rule following the
adoption of implementing regulations, the content of which is uncertain. These regulatory
developments could significantly affect the ability of Chinese companies to raise capital from
U.S. investors. Further, the U.S. government has recently implemented several rounds of
heightened import tariffs on products from other countries. It remains uncertain whether these
challenges and uncertainties will be resolved, and what impact they may have on global
political and economic conditions in the long term. Any changes in these factors may have a
material and adverse effect on our results of operations, financial condition and business
prospects.
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Y ou may experience difficulties in effecting service of legal process and enforcing
judgments against us and our Directors and management.
We are a company incorporated under the laws of the PRC and the majority of our assets
and subsidiaries are located in the PRC. Most of our Directors and senior management reside
within the PRC. The assets of these Directors and senior management are also mostly located
within the PRC. As a result, it may be difficult and time-consuming to effect service of process
upon most of our Directors and senior management outside the PRC. In addition, you may also
experience difficulties in enforcing judgments due to lack of reciprocal recognition and
enforcement of judicial rulings and awards of other jurisdictions.
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. The Listing Rules and
the Takeovers Code do not have the force of law in Hong Kong.
Fluctuations in exchange rates could have a material adverse impact on our results of
operations and the value of your investment.
During the Track Record Period, all of our revenue and expenditures were denominated
in Renminbi, while the net proceeds from the Global Offering will be in Hong Kong dollars.
Fluctuations in the exchange rate between the Renminbi and the Hong Kong dollar will affect
the relative purchasing power of Renminbi in terms of the proceeds from the Global Offering.
Fluctuations in the exchange rate may also cause us to incur foreign exchange losses and affect
the relative value of any dividend issued by our PRC subsidiaries. In addition, appreciation or
depreciation in the value of the Renminbi relative to the Hong Kong dollar or U.S. dollar would
affect our financial results in Hong Kong dollar or U.S. dollar terms without giving effect to
any underlying change in our business or results of operations.
We are subject to the currency exchange regulatory system.
The conversion of Renminbi is subject to applicable laws and regulations in the PRC. 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
regulatory 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 banks within China that have the licenses to carry
out foreign exchange business.
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, there is no assurance
that these foreign exchange policies regarding payment of dividends in foreign currencies will
continue in the future. In addition, any insufficiency of foreign exchange may restrict our
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ability to pay dividends to shareholders, to satisfy any other foreign exchange requirements or
capitalize our capital expenditure plans, and even our results of operations, financial condition
and business prospects may be affected.
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.
Non-PRC resident individuals are required to pay PRC individual income tax at a 20%
rate for the income derived in China under 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 (ࡈ׵
‘) (Cai Shui Zi [1994] No. 020) issued by the MOF and SA T on
May 13, 1994, the income gained by individual foreigners from dividends and bonuses of
enterprises with foreign investments 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 (ࡈ
‘) (Cai Shui Zi [1998] No. 61) issued by the MOF and the 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, none of the aforesaid provisions has 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 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 EIT 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
(͏ΆุΣྤ̮ Hஷ
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‘) (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. Despite the arrangements mentioned above, the applicable
PRC tax laws and regulations, as well as the interpretation and application of existing
applicable PRC tax laws and regulations, may be evolving and subject to change. New taxes
may be imposed, which may materially and adversely affect the value of your investment in our
H Shares.
RISKS RELATING TO THE GLOBAL OFFERING
There has been no prior public market for our H Shares and the liquidity and market
price of our H Shares may be volatile.
There was no public market for our H Shares prior to the Global Offering. There can be
no guarantee that a public market for our H Shares with adequate liquidity and trading volume
will develop and be sustained following the completion of the Global Offering. In addition, the
Offer Price of our H Shares is expected to be fixed by agreement between the Overall
Coordinators (for themselves and on behalf of the Underwriters) and us, which 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 develop following the completion of the
Global Offering, the market price and liquidity of our H Shares may be materially and
adversely affected.
The liquidity, trading volume and market price of our H Shares following the Global
Offering may be volatile, which could result in substantial losses to you.
The trading price of our H Shares may be volatile and could fluctuate widely in response
to factors beyond our control, including general market conditions of the securities markets in
Hong Kong, China, the United States and elsewhere in the world. In particular, the performance
and fluctuation of the market prices of other companies with business operations located
primarily in Mainland China that have listed their securities in Hong Kong may affect the
volatility in the price of and trading volumes for our H Shares. A number of Mainland
China-based companies have listed their securities, and some are in the process of preparing
for listing their securities, in Hong Kong. Some of these companies have experienced
significant volatility, including significant price declines, after their initial public offerings.The
trading performances of the securities of these companies at the time of or after their offerings
may affect the overall investor sentiment towards Mainland China-based companies listed in
Hong Kong, and consequently may impact the trading performance of our H Shares. Pursuant
to the applicable PRC law, within the 12 months following the Listing Date, all existing
Shareholders (including the Pre-IPO Investors) could not dispose of any of the Shares held by
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them. Due to such lock-up requirement, the liquidity and trading volume of the H Shares in the
short term following the Global Offering may be significantly affected. These factors may
significantly affect the market price and volatility of our H Shares, regardless of our actual
operating performance.
Future sales or perceived sales of substantial amounts of our H Shares in the public
market could have a material and 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 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 of their holdings if we issue more securities in the future. New shares or shares-linked
securities issued by us may also confer rights and privileges that take priority over those
conferred by the H Shares.
We cannot assure you whether and when we will declare and pay dividends in the future.
Our ability to pay dividends will depend on whether we are able to generate sufficient
earnings. Distribution of dividends shall be decided by our Board of Directors at their
discretion and will be subject to the approval of the general meeting. A decision to declare or
to pay dividends and the amount thereof depends on various factors, including but not limited
to our results of operations, cash flows and financial position, operating and capital
expenditure requirements, distributable profits as determined under PRC GAAP or IFRS
Accounting Standards (whichever is lower), our Articles of Association and other
constitutional documents, the PRC Company Law and any other applicable PRC laws and
regulations, market conditions, our strategy and projection for our business, contractual
restrictions and obligations, taxation, regulatory restrictions and any other factors from time to
time deemed by our Board of Directors as relevant to the declaration or suspension of
dividends. Moreover, as the calculation of distributable profits under PRC GAAP is different
from the calculation under IFRS Accounting Standards in certain respects, the Company and
its subsidiaries may not have distributable profits as determined under PRC GAAP , even if they
have profits for that year as determined under IFRS Accounting Standards, or vice versa.
Accordingly, we may not receive sufficient distributions from the Company and its
subsidiaries. Failure by the Company and its subsidiaries to pay dividends to us could have a
negative impact on our cash flows and our ability to distribute dividends to our Shareholders
in the future, including those periods in which our financial statements indicate that our
operations have been profitable. As a result, there can be no assurance whether, when and in
what form we will pay dividends in the future. Subject to any of the above constraints, we may
not be able to pay dividends in accordance with our dividend policy. See “Financial
RISK FACTORS
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Information — Dividends and Dividend Policy.” For risks related to foreign exchange policies
regarding payment of dividends in foreign currencies, see “— Risks Relating to Operations in
the Principal Place of Our Business — We are subject to the currency exchange regulatory
system.”
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
SAFE by complying with certain procedural requirements. However, we cannot assure you that
there will be no future changes to these foreign exchange policies regarding payment of
dividends in foreign currencies.
Y ou will incur immediate and substantial 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. There can be no assurance that if we were to immediately liquidate after the Global
Offering, any assets will be distributed to Shareholders after the creditors’ claims. To expand
our business, we may consider offering and issuing additional 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.
Our Controlling Shareholders have substantial influence over our Company, and their
interests may not be aligned with the interests of our other Shareholders.
Our Controlling Shareholders 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 all of our assets, election of Directors and other
significant corporate actions. Immediately following the completion of the Global Offering,
and assuming the Offer Size Adjustment Option and the Over-allotment Option are not
exercised, our Controlling Shareholders will be interested in 57.76% of the issued share capital
of our Company. This concentration of ownership may discourage, delay or prevent a change
in control of our Company, potentially depriving other shareholders of the opportunity to
receive a premium for their Shares in the event of a sale. It could also potentially lower the
price of our Shares. These circumstances may occur even if opposed by other shareholders.
Additionally, the interests of our Controlling Shareholders may differ from those of our other
shareholders. It is possible that our Controlling Shareholders may use their significant
influence to engage in transactions or make decisions that conflict with the best interests of our
other shareholders.
RISK FACTORS
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There can be no assurance of the accuracy or completeness of certain facts, forecasts and
other statistics obtained from various government publications, market data providers
and other independent third-party sources, including the industry expert reports,
contained in this prospectus.
This prospectus, particularly the sections headed “Industry Overview” and “Business,”
contains information and statistics relating to the industry in which we operate. Such
information and statistics were extracted from the report prepared by Frost & Sullivan, which
was commissioned by us, and from various official government publications and other publicly
available publications. We believe that the sources of this information are appropriate source
for such information and have taken reasonable care in extracting and reproducing such
information. We have no reason to believe that such information is false or misleading or that
any fact has been omitted that would render such information false or misleading. However, we
cannot assure you of the accuracy or completeness of information obtained from these sources.
The information from official government sources has not been independently verified by us,
the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Underwriters, any of their respective directors and
advisers or any other persons or parties involved in the Global Offering, and no representation
is given as to its accuracy. Y ou should therefore not place undue reliance on the information
from official government sources. In addition, we cannot assure you that the information from
official government sources is stated or compiled on the same basis or with the same degree
of accuracy as similar statistics presented elsewhere. In any event, you should consider
carefully the importance placed on the information from official government sources.
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.
Y ou are strongly advised to read the entire prospectus carefully and are cautioned against
placing any reliance on the information in any press article or any other media coverage which
contains information not disclosed or not consistent with the information included in this
prospectus.
Prior to the completion of the Global Offering, there may be press and media coverage
regarding our Group and the Global Offering. Our Directors would like to emphasize to
prospective investors that we do not accept any responsibility for the accuracy or completeness
of such information, and such information is not sourced from or authorized by our Directors
or our management team. Our Company, the Joint Sponsors, the Joint Overall Coordinators, the
Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters,
any of our and their respective directors, supervisors, officers, representatives, employees,
advisers or any other persons or parties involved in the Global Offering make no representation
as to the appropriateness, accuracy, completeness and reliability of any information or the
fairness or appropriateness of any forecast, view or opinion expressed by the press or other
media regarding our Group or our H Shares. To the extent that any such information is
inconsistent or conflicts with the information contained in this prospectus, our Company, the
Joint Sponsors, the Joint Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Underwriters, any of our and their respective
directors, supervisors, officers, representatives, employees, advisers or any other persons or
parties involved in the Global Offering disclaim responsibility for it, and you should not rely
on such information.
RISK FACTORS
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In preparation of the Global Offering, we have sought the following waivers from strict
compliance with certain provisions of the Listing Rules.
W AIVER IN RELATION TO MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 of the Listing Rules, our Company must have sufficient
management presence in Hong Kong, which normally means that at least two executive
directors must be ordinarily resident in Hong Kong. Rule 19A.15 of the Listing Rules further
provides that the requirement in Rule 8.12 may be waived by having regard to, among other
considerations, the applicant’s arrangements for maintaining regular communication with the
Hong Kong Stock Exchange.
Given that (i) our core business operations are principally located, managed and
conducted in the PRC under the supervision of executive Directors and senior management;
and (ii) our executive Directors and senior management principally reside in the PRC, our
Company considers that it would be more practical for the executive Directors and senior
management of our Company to remain ordinarily resident in the PRC where our Group has
substantial operations. For the above reasons, we do not have, and do not contemplate in the
foreseeable future that we will have sufficient management presence in Hong Kong for the
purpose of satisfying the requirement under Rule 8.12 of the Listing Rules.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted us, a waiver from strict compliance with Rule 8.12 of the Listing Rules. We will ensure
that there are adequate and efficient arrangements to achieve regular and effective
communication between us and the Stock Exchange as well as compliance with the Listing
Rules by way of the following arrangements:
(a) We have appointed Mr. Wang Y utong ( ˮ◔ᆊ)( “ Mr. Wang ”) and Mr. Chen Chao
(௓൴)( “ Mr. Chen ”) as the authorized representatives (the “ Authorized
Representatives ”) for the 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 and email to deal promptly
with enquiries from the Stock Exchange. Each of Mr. Wang and Mr. Chen ordinarily
resides in Mainland China, and possesses valid travel documents and is able to
renew such travel documents when they expire in order to visit Hong Kong.
Accordingly, the Authorized Representatives will be able to meet with the relevant
members of the Stock Exchange to discuss any matters in relation to our Company
within a reasonable period of time. See the section headed “Corporate Information”
in this prospectus for more information about our Authorized Representatives;
W AIVERS AND EXEMPTIONS
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(b) To facilitate communication with the Stock Exchange, we have provided the
Authorized Representatives and the Stock Exchange with the contact details of our
Directors (i.e. mobile phone number, office phone number, email address and fax
number (as applicable)). In the event that any of our Director expects to travel or
otherwise be out of office, he or she will provide the phone number of the place of
his/her accommodation to the Authorized Representatives, so that the Authorized
Representatives would be able to contact all our Directors (including the proposed
independent non-executive Directors) promptly at all times if and when the Hong
Kong Stock Exchange wishes to contact our Directors. To the best of our knowledge
and information, each Director who is not ordinarily resident in Hong Kong
possesses or can apply for valid travel documents to visit Hong Kong and can meet
with the Stock Exchange within a reasonable period after requested by the Stock
Exchange; and
(c) we have appointed Maxa Capital Limited as our Compliance Adviser in compliance
with Rules 3A.19 of the Listing Rules. The Compliance Adviser will, among other
things and in addition to the Authorized Representatives, provide us with
professional advice on continuing obligations under the Listing Rules and act as
additional channel of communication of our Company with the Stock Exchange
during the period from the Listing Date to the date on which our Company complies
with Rule 13.46 of the Listing Rules in respect of its financial results for the first
full financial year immediately after the Listing. The Compliance Adviser will be
available to answer enquiries from the Stock Exchange and will act as an additional
channel of communication with the Stock Exchange when the Authorized
Representatives are not available.
W AIVER IN RELATION TO JOINT COMPANY SECRETARIES
Rule 8.17 of the Listing Rules provides that our Company must appoint a company
secretary who satisfies the requirements under Rule 3.28 of the Listing Rules. According to
Rule 3.28 of the Listing Rules, our Company must appoint an individual, 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. 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 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)).
W AIVERS AND EXEMPTIONS
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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 they played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including
the Securities and Futures Ordinance, Companies Ordinance, 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.
We have appointed Mr. Chen as one of the joint company secretaries of our Company.
Mr. Chen currently serves as the secretary of the Board and has substantial experience in
handling corporate, investor relationship management and administrative matters but
personally does not process 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. Therefore, our
Company has appointed Ms. Y e Jiahong (ߎ“() Ms. Y e”), who fully meets the requirements
stipulated under Rules 3.28 and 8.17 of the Listing Rules to act as one of our joint company
secretaries and to provide assistance to Mr. Chen for an initial period of three years from the
Listing Date to enable Mr. Chen 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. See “Directors and Senior Management” in this prospectus for
further biographical details of Mr. Chen and Ms. Y e. The following arrangements have been,
or will be, put in place to assist Mr. Chen in acquiring the qualifications and experience as the
company secretary of our Company required under Rule 3.28 of the Listing Rules:
(a) Mr. Chen will attend relevant training courses, including briefings on the latest
changes to the relevant applicable Hong Kong laws and regulations and the Listing
Rules which will be organized by our Company’s Hong Kong legal advisers on an
invitation basis and seminars organized by the Stock Exchange for listed issuers
from time to time;
(b) Both Mr. Chen and Ms. Y e have confirmed that each of them will be attending a total
of no less than 15 hours of training courses on the Listing Rules, corporate
governance, information disclosure, investors relation as well as the functions and
duties of the company secretary of a Hong Kong listed issuer during each financial
year as required under Rule 3.29 of the Listing Rules;
(c) Ms. Y e will assist Mr. Chen to enable him to acquire the relevant experience (as
required under Rule 3.28 of the Listing Rules) to discharge the duties and
responsibilities as the company secretary of our Company;
W AIVERS AND EXEMPTIONS
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(d) Ms. Y e will communicate regularly with Mr. Chen on matters relating to corporate
governance, the Listing Rules and any other laws and regulations which are relevant
to our Company and its affairs. Ms. Y e will work closely with, and provide
assistance to, Mr. Chen in the discharge of his duties as a company secretary,
including organizing our Company’s Board meetings and Shareholders’ general
meetings;
(e) Prior to the expiry of Mr. Chen’s initial term of appointment as the company
secretary of our Company, we will evaluate his experience in order to determine if
he has acquired the qualifications required under Rules 3.28 of the Listing Rules,
and whether on-going assistance should be arranged so that Mr. Chen’s appointment
as the company secretary of our Company continues to satisfy the requirements
under Rules 3.28 and 8.17 of the Listing Rules; and
(f) The Company has appointed Maxa Capital Limited as its Compliance Adviser
pursuant to Rules 3A.19 of the Listing Rules which will act as the additional
communication channel with the Stock Exchange (for a period commencing on the
Listing Date and ending on the date on which the Company complies with Rule
13.46 of the Listing Rules in respect of its financial results for the first full financial
year after the Listing Date, or until the engagement is terminated, whichever is
earlier) and provide professional guidance and advice to the Company (including
Mr. Chen) as to the compliance with the Listing Rules and all other applicable laws
and regulations.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted us, a waiver from strict compliance with Rules 3.28 and 8.17 of the Listing Rules. Such
waiver will be revoked immediately if and when (i) Mr. Chen ceases to be assisted by a person
with qualifications under Rules 3.28 and 8.17 of the Listing Rules, or (ii) if there are material
breaches of the Listing Rules by us. We will liaise with the Stock Exchange before the end of
the three-year period to enable it to assess whether Mr. Chen, having had the benefit of
Ms. Y e’s assistance for three years, will have acquired relevant experience within the meaning
of Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.
W AIVER AND EXEMPTION IN RELATION TO FINANCIAL STATEMENTS IN THIS
PROSPECTUS
According to Rule 4.04(1) of the Listing Rules, the accountants’ report contained in this
prospectus must include the consolidated results of our Group in respect of each of the three
financial years immediately preceding the issue of this prospectus or such shorter period as
may be acceptable to the Stock Exchange.
According to Section 342(1) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, this prospectus shall include an accountants’ report which contains the
matters specified in the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
W AIVERS AND EXEMPTIONS
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According to paragraph 27 of Part I of the Third Schedule to the Companies (Winding Up
and Miscellaneous Provisions) Ordinance, our Company is required to include in this
prospectus a statement as to the gross trading income or sales turnover (as the case may be)
during each of the three financial years immediately preceding the issue of this prospectus as
well as an explanation of the method used for the computation of such income or turnover and
a reasonable breakdown of the more important trading activities.
According to paragraph 31 of Part II of the Third Schedule to the Companies (Winding
Up and Miscellaneous Provisions) Ordinance, our Company is required to include in this
prospectus a report by our auditors with respect to the profits and losses and assets and
liabilities of our Group in respect of each of the three financial years immediately preceding
the issue of this prospectus.
According 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 interests of the
investing public and compliance with any or all of such requirements would be irrelevant or
unduly burdensome, or is otherwise unnecessary or inappropriate.
Rule 4.04(1) of the Listing Rules requires our Company to include in the prospectus an
accountants’ report covering the consolidated results of our Group in respect of each of the
three financial years immediately preceding the issue of the prospectus or such shorter period
as may be acceptable to the Stock Exchange.
Section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance requires all prospectuses to include matters specified in Part I of the Third Schedule
to the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and set out the
reports specified in Part II of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
Appendix II to Chapter 1.1A of the Guide has provided the conditions for granting a
waiver from strict compliance with Rule 4.04(1) of the Listing Rules as follows:
(i) the applicant must list on the Stock Exchange within three months after the latest
financial year end;
(ii) the applicant must obtain a certificate of exemption from the SFC on compliance
with section 342(1) of and paragraphs 27 and 31 of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance requirements;
W AIVERS AND EXEMPTIONS
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(iii) a profit estimate for the latest financial year (which must comply with Rules 11.17
to 11.19 of the Hong Kong Listing Rules) must be included in the prospectus or the
applicant must provide justification why a profit estimate cannot be included in the
prospectus; and
(iv) there must be a Directors’ statement in the prospectus that there is no material and
adverse change to the financial and trading positions or prospects with specific
reference to the trading results from the end of the stub period to the latest financial
year end.
The applications to the Stock Exchange for a waiver from strict compliance with Rule
4.04(1) of the Listing Rules and the SFC for a certificate of exemption from strict compliance
with the requirements under section 342(1) 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 were
made on the grounds that the waiver and exemption from the above requirements will not
prejudice the interest of the investing public and strict compliance with the above requirements
would be unduly burdensome given the following:
(i) there would not be sufficient time for the Company and its reporting accountants to
finalize the audited financial statements for the year ended December 31, 2025
shortly after the 2025 year end for inclusion in the prospectus. If the financial
information for the year ended December 31, 2025 is required to be audited, the
Company and its reporting accountants would have to carry out substantial work to
prepare, update and finalize the Accountants’ Report and the prospectus, and the
relevant sections of the prospectus will need to be updated to cover such additional
period;
(ii) the Accountants’ Report for each of the three financial years ended December 31,
2024 and the nine months ended September 30, 2025 has been prepared and is set
out in Appendix I to the prospectus;
(iii) a profit estimate for the year ended December 31, 2025 has been set out in Appendix
IIA to the prospectus, which has been prepared in compliance with Rules 11.17 to
11.19 of the Listing Rules;
(iv) notwithstanding that the financial results set out in the prospectus are only for the
three years ended December 31, 2024 and the nine months ended September 30,
2025, other information required to be disclosed under the Listing Rules and the
Companies (Winding Up and Miscellaneous Provisions) Ordinance has been
adequately disclosed in the prospectus pursuant to the relevant requirements;
W AIVERS AND EXEMPTIONS
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--- page 98 ---
(v) the Directors are of the view that, up to the date of the Prospectus, there has been
no material adverse change to the financial and trading positions or prospects of the
Company since September 30, 2025 (being the date to which the latest consolidated
financial statements of the Group were made up) up to December 31, 2025 and there
has been no event which would materially affect the information shown in the
Accountants’ Report as set out in Appendix I to the prospectus, the unaudited pro
forma financial information as set out in Appendix II to the prospectus, the profit
estimate for the year ended December 31, 2025 as set out in Appendix IIA to the
prospectus, the section headed “Financial Information” in the prospectus and other
parts of the prospectus. Based on the due diligence work performed by the Joint
Sponsors so far, nothing has come to the attention of the Joint Sponsors for them to
cast doubt on the views of the Directors expressed above;
(vi) the Directors are of the view that the Accountants’ Report covering the three years
ended December 31, 2024 and the nine months ended September 30, 2025 and the
profit estimate for the year ended December 31, 2025 included in the prospectus,
together with other disclosure in the prospectus, have already provided the potential
investors with adequate and reasonably up-to-date information in the circumstances
to form a view on the track record of the Company, and the Directors confirm that
all information which is necessary for the investing public to make an informed
assessment of the Group’s business, assets and liabilities, financial position, trading
position, management and prospects has been included in the prospectus. Therefore,
the exemption would not prejudice the interest of the investing public; and
(vii) our Company will publish its preliminary results announcement and annual report
for the financial year ended December 31, 2025 on or before March 31, 2026 and
April 30, 2026, respectively, in accordance with Rules 13.49(1) and 13.46(2) of the
Listing Rules.
The Stock Exchange has granted the waiver from strict compliance with Rule 4.04(1) of
the Listing Rules on the conditions that:
(i) this prospectus will be issued on or before January 20, 2026 and the H Shares will
be listed on or before March 31, 2026 (i.e., three months after the latest financial
year end);
(ii) inclusion in this prospectus the profit estimate for the year ended December 31,
2025 in compliance with Rules 11.17 to 11.19 of the Listing Rules and a Directors’
statement that there is no material and adverse change to the financial and trading
positions or prospects of our Company, with specific reference to the trading results
from October 1, 2025 to December 31, 2025; and
(iii) our Company obtains a certificate of exemption from the SFC on strict compliance
with paragraph 27 of Part I and paragraph 31 of Part II of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance.
W AIVERS AND EXEMPTIONS
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An application has also been made to the SFC for a certificate of exemption from strict
compliance with the requirements under section 342(1) 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 and a certificate of exemption has been granted by the SFC under section 342A of
the Companies (Winding Up and Miscellaneous Provisions) Ordinance on the conditions that:
(i) the particulars of the exemption are disclosed in this prospectus; and
(ii) this prospectus will be issued on or before January 20, 2026, and the H Shares of our
Company will be listed on the Stock Exchange on or before January 28, 2026 (i.e.,
within three months of the end of the Company’s latest financial year immediately
preceding the issue of the prospectus).
W AIVERS AND EXEMPTIONS
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DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This prospectus, for which our Directors (including any proposed Director who is named
as such in this prospectus) collectively and individually accept full responsibility, includes
particulars given in compliance with the Listing Rules, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance and the Securities and Futures (Stock Market Listing)
Rules (Chapter 571V of the Laws of Hong Kong) for the purpose of giving information to the
public with regard to our Group. Our Directors, having made all reasonable inquiries, confirm
that to the best of their knowledge and belief the information contained in this prospectus is
accurate and complete in all material respects and not misleading or deceptive, and there are
no other matters the omission of which would make any statement herein or this prospectus
misleading.
CSRC FILING
We have filed the required documents with the CSRC, and the CSRC has issued the filing
notice on December 11, 2025, confirming our completion of the filing pursuant to the new
filing regime introduced by the Overseas Listing Trial Measures for the Global Offering, the
conversion of certain Domestic Unlisted Shares into H Shares and the application for listing
of the H Shares on the Hong Kong Stock Exchange.
INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering.
For applications under the Hong Kong Public Offering, this prospectus contains the terms and
conditions of the Hong Kong Public Offering. The Global Offering comprises the Hong Kong
Public Offering of initially 1,410,200 Hong Kong Offer Shares and the International Offering
of initially 12,690,900 International Offer Shares (subject to reallocation on the basis as set out
in the section headed “Structure of the Global Offering”) and in case of the International
Offering, any exercise of the Offer Size Adjustment Option and 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 terms and subject to the conditions set
out herein. No person is authorized to give any information in connection with the Global
Offering or to make any representation not contained in this prospectus, and any information
or representation not contained herein must not be relied upon as having been authorized by
our Company, the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall Coordinators,
the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital
Market Intermediaries, the Underwriters, any of our or their affiliates or any of their respective
directors, officers, employees, advisers, agents or representatives, or any other persons or
parties involved in the Global Offering. Neither the delivery of this prospectus nor any
subscription or acquisition made under it shall, under any circumstances, create any
implication that there has been no change in our affairs since the date of this prospectus or that
the information in this prospectus is correct as of any subsequent time.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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For details of the structure of the Global Offering, including its conditions and the
arrangements relating to the Offer Size Adjustment Option, the Over-allotment Option and
stabilization, see “Structure of the Global Offering”.
INFORMATION ON THE CONVERSION OF DOMESTIC UNLISTED SHARES INTO
H SHARES
Our Company has applied for the conversion of an aggregate of 198,079,551 Domestic
Unlisted Shares into H Shares. For details, see the sections headed “History, Development and
Corporate Structure” and “Share Capital”. Such H Shares to be converted from Domestic
Unlisted Shares are restricted from trading for a period of one year after the Listing.
The relevant filing procedure in relation to the conversion of Domestic Unlisted Shares
into H Shares has been completed on December 11, 2025.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedures for applying for the Hong Kong Offer Shares are set out in the section
headed “How to Apply for Hong Kong Offer Shares”.
RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES
Each person acquiring the H Shares under the Hong Kong Public Offering will be
required to, or be deemed by his/her acquisition of the Hong Kong Offer Shares to, confirm that
he/she is aware of the restrictions on 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 H Shares outside Hong Kong
or the distribution of this prospectus in any jurisdiction other than Hong Kong. Accordingly,
and without limitation to the following, this prospectus may not be used for the purpose of, and
does not constitute, an offer or invitation in any jurisdiction or in any circumstances 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 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 pursuant to
registration with or authorization by the relevant securities regulatory authorities or an
exemption therefrom.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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UNDERWRITING
The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the
Sponsor-Overall Coordinators. The Hong Kong Public Offering is fully underwritten by the
Hong Kong Underwriters subject to the terms and conditions of the Hong Kong Underwriting
Agreement. The International Offering is expected to be fully underwritten by the International
Underwriters. For further details on the Underwriters and the underwriting arrangements,
please refer to the section headed “Underwriting”.
APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE
We have applied to the Listing Committee of the Stock Exchange for the granting of the
listing of, and permission to deal in, (i) 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 Offer
Size Adjustment Option and the Over-allotment Option) and (ii) the H Shares to be converted
from our existing Domestic Unlisted Shares. Dealings in the H Shares on the Stock Exchange
are expected to commence on Wednesday, January 28, 2026. Except as otherwise disclosed in
this prospectus, no part of our Shares 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 in the near future.
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 Stock Exchange is refused before the expiration
of three weeks from the date of the closing of the application lists, or such longer period (not
exceeding six weeks) as may, within the said three weeks, be notified to our Company by or
on behalf of the Stock Exchange.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of listing of, and permission to deal in, the H Shares on the Stock
Exchange and our 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 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 the 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 stockbrokers or other professional advisers
for the details of the settlement arrangements as such arrangements may affect their rights and
interests.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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REGISTER OF MEMBERS AND STAMP DUTY
All H Shares issued pursuant to applications made in the Global Offering and converted
from Domestic Unlisted Shares will be registered on our H Share register to be maintained in
Hong Kong by our H Share Registrar, Computershare Hong Kong Investor Services Limited.
Our principal register of members will be maintained by us at our headquarters in the PRC.
Dealings in the H Shares registered in our H Share Register will be subject to Hong Kong
stamp duty. Hong Kong stamp duty is charged to each of the seller and purchaser at the ad
valorem rate of 0.1% on the higher of the consideration for or the market value of the H Shares
transferred. In other words, a total of 0.2% will be payable on a typical sale and purchase
transaction of the H Shares. In addition, a fixed stamp duty of HK$5.00 is currently payable
on each instrument of transfer of H Shares.
DIVIDENDS PAYABLE TO HOLDERS OF H SHARES
Unless determined otherwise by our Company, dividends payable in Hong Kong dollars
in respect of our H Shares will be paid to the Shareholders as recorded on the H Share register
of our Company in Hong Kong and sent by ordinary post, at the Shareholders’ risk, to the
registered address of each Shareholder.
PROFESSIONAL TAX ADVICE RECOMMENDED
Y ou should consult your professional advisers if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding, disposal of, or dealing in, or the exercise
of any rights in relation to, our H Shares. None of 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, any of our or their affiliates or any of their respective directors, officers,
employees, advisers, agents or representatives, or any other persons or parties involved in the
Global Offering accepts responsibility for any tax effects on, or liabilities of, any person
resulting from the subscription, purchase, holding, disposal of, or dealing in, or the exercise of
any rights in relation to, our H Shares.
LANGUAGE
If there is any inconsistency between the English version of this prospectus and the
Chinese translation of this prospectus, the English version of this prospectus shall prevail. For
ease of reference, the names of the Chinese laws and regulations, government authorities,
institutions, natural persons or other entities (including certain of our subsidiaries) have been
included in this prospectus in both the Chinese and English languages. In the event of any
inconsistency, the Chinese version shall prevail.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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ROUNDING
Certain amounts and percentage figures included in this prospectus have been subject to
rounding adjustments, or have been rounded to one or two decimal places. Accordingly, figures
shown as totals in certain tables may not be an arithmetic aggregation of the figure preceding
them. Any discrepancies in any table, chart or elsewhere between totals and sums of amounts
listed therein are due to rounding.
CURRENCY TRANSLATION
Solely for your convenience, this prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars at specified rates.
Unless otherwise specified, the translation of Renminbi into Hong Kong dollars, of
Renminbi into U.S. dollars and of Hong Kong dollars into U.S. dollars, and vice versa, in this
prospectus was made at the following rates:
RMB0.8997 to HK$1.00
RMB7.0128 to US$1.00
HK$7.7943 to US$1.00
No representation is made that any amounts in Renminbi, Hong Kong dollars or U.S.
dollars can be or could have been at the relevant dates converted at the above rates or any other
rates or at all.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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DIRECTORS
Name Address Nationality
Executive Directors
Mr. Y an Zhou (մ) No. 101, Building 8
Lvdi Haiwaitan, Xingang Road
Kaifu District, Changsha
Hunan Province, PRC
Chinese
Mr. Zhao Ding (֛No. 01, Building 47
Baizhuang Licheng
Jiuhua South Road
Yijiang District, Wuhu
Anhui Province, PRC
Chinese
Mr. Wang Y utong ( ˮ◔ᆊ) Room 2404, Building 4
Y unda Central Plaza
No. 289 Shawan Road
Y uhua District, Changsha
Hunan Province, PRC
Chinese
Mr. Wang Ping’an ( ˮ̻τ) Room 302, Unit 1, Building 5
Xiyuan Dibowan
No. 99 Yiyang East Avenue
Y uanzhou District, Yichun
Jiangxi Province, PRC
Chinese
Mr. Li Wei ( ҽၪ) No. 0302, Building L4, Guanlanyipin
Jinshanqiao Street
Wangcheng District, Changsha
Hunan Province, PRC
Chinese
Non-executive Director
Dr. Su Kai ( ᘽ௱) Room 602, Building 58
Xinshengxinyuan
Huqiu District, Suzhou
Jiangsu Province, PRC
Chinese
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 5–


--- page 106 ---
Name Address Nationality
Independent non-executive Directors
Ms. Peng Hui ( ుᅆ) Room 2316, Block 1
Harbourview Horizon Suites
12 Hung Lok Road, Hung Hom
Hong Kong
Chinese
Mr. Qiu Huang (๯) No. 13-01, Solaris
1 Fusionopolis Walk
Singapore
Australian
Ms. Wu Qianhui (ሾ) Room 2313, Huafu Building
No. 3 Xinwen Road
Futian District, Shenzhen
Guangdong Province, PRC
Chinese
For further information on our Directors, please refer to the section headed “Directors
and Senior Management” of this prospectus.
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 6–


--- page 107 ---
PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors Goldman Sachs (Asia) L.L.C.
68/F, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
Sponsor-Overall Coordinators Goldman Sachs (Asia) L.L.C.
68/F, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
Overall Coordinators Goldman Sachs (Asia) L.L.C.
68/F, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
Deutsche Bank AG, Hong Kong Branch
Level 60, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 7–


--- page 108 ---
Joint Global Coordinators Goldman Sachs (Asia) L.L.C.
68/F, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
Deutsche Bank AG, Hong Kong Branch
Level 60, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
Joint Bookrunners Goldman Sachs (Asia) L.L.C.
68/F, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
Deutsche Bank AG, Hong Kong Branch
Level 60, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
Haitong International Securities Company
Limited
28/F, 30/F Suites 3001-10 and 3015-16
One International Finance Centre
No. 1 Harbour View Street
Central
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 8–


--- page 109 ---
SPDB International Capital Limited
33/F, SPD Bank Tower
1 Hennessy Road
Hong Kong
Futu Securities International
(Hong Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Joint Lead Managers Goldman Sachs (Asia) L.L.C.
68/F, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
Deutsche Bank AG, Hong Kong Branch
Level 60, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
Haitong International Securities Company
Limited
28/F, 30/F Suites 3001-10 and 3015-16
One International Finance Centre
No. 1 Harbour View Street
Central
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
1 Hennessy Road
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 9–


--- page 110 ---
Futu Securities International
(Hong Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Capital Market Intermediaries Goldman Sachs (Asia) L.L.C.
68/F, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
Deutsche Bank AG, Hong Kong Branch
Level 60, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
Haitong International Securities Company
Limited
28/F, 30/F Suites 3001-10 and 3015-16
One International Finance Centre
No. 1 Harbour View Street
Central
Hong Kong
SPDB International Capital Limited
33/F, SPD Bank Tower
1 Hennessy Road
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
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--- page 111 ---
Legal Advisers to the Company As to Hong Kong and U.S. laws:
Clifford Chance
27/F, Jardine House
One Connaught Place
Central
Hong Kong
As to PRC laws:
CM Law Firm
Room 2805, Plaza 66 Tower 2
1366 West Nanjing Rd
Shanghai, PRC
Legal Advisers to the Joint Sponsors and
the Underwriters
As to Hong Kong and U.S. laws:
Cleary Gottlieb Steen & Hamilton
(Hong Kong)
37/F, Hysan Place
500 Hennessy Road
Causeway Bay
Hong Kong
As to PRC laws:
Jingtian & Gongcheng
34/F, Tower 3
China Central Place
77 Jianguo Road
Beijing, PRC
Auditors and Reporting Accountants Ernst & Y oung
Certified Public Accountants
Registered Public Interest Entity Auditor
27/F, One Taikoo Place
979 King’s Road, Quarry Bay
Hong Kong
Industry Consultant Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
Suit 2504 Wheelock Square
1717 Nanjing West Road
Shanghai, PRC
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 101 –


--- page 112 ---
Fire Safety Consultant Hunan Xinghao Construction Co., Ltd.
Room 02, 2/F, Building 3
72 Y anlong Road, Lugu Street
Xiangjiang New District, Changsha
Hunan Province, PRC
Receiving Bank Bank of China (Hong Kong) Limited
1 Garden Road
Hong Kong
DIRECTORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 102 –


--- page 113 ---
Registered Office 33001-33006, Phase II Business Complex Building
Y unda Central Plaza, 567 Changsha Avenue
Y uhua District, Changsha
Hunan Province, PRC
Head Office and Principal Place
of Business in the PRC
33001-33006, Phase II Business Complex Building
Y unda Central Plaza, 567 Changsha Avenue
Y uhua District, Changsha
Hunan Province, PRC
Principal Place of Business
in Hong Kong
31/F, Tower Two
Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Company’s Website http://www.busyming.com/
(The information on the website does not form
part of this prospectus)
Joint Company Secretaries Mr. Chen Chao ( ௓൴)
33001-33006, Phase II Business Complex Building
Y unda Central Plaza, 567 Changsha Avenue
Y uhua District, Changsha
Hunan Province, PRC
Ms. Y e Jiahong (ߎ)
ACG, HKACG)
31/F, Tower Two
Times Square
1 Matheson Street
Causeway Bay
Hong Kong
Authorised Representatives Mr. Wang Yutong ( ˮ◔ᆊ)
33001-33006, Phase II Business Complex Building
Y unda Central Plaza, 567 Changsha Avenue
Y uhua District, Changsha
Hunan Province, PRC
Mr. Chen Chao ( ௓൴)
33001-33006, Phase II Business Complex Building
Y unda Central Plaza, 567 Changsha Avenue
Y uhua District, Changsha
Hunan Province, PRC
CORPORATE INFORMATION
– 103 –


--- page 114 ---
Audit Committee Ms. Peng Hui ( ుᅆ) (Chairperson)
Dr. Su Kai ( ᘽ௱)
Ms. Wu Qianhui (ሾ)
Nomination Committee Mr. Y an Zhou (մ) (Chairperson)
Ms. Peng Hui ( ుᅆ)
Ms. Wu Qianhui (ሾ)
Remuneration Committee Mr. Qiu Huang (๯) (Chairperson)
Mr. Y an Zhou (մ)
Ms. Wu Qianhui (ሾ)
Compliance Adviser Maxa Capital Limited
Unit 2602, 26/F, Golden Centre
188 Des V oeux Road Central
Hong Kong
H Share Registrar Computershare Hong Kong Investor
Services Limited
Shops 1712-1716, 17th Floor, Hopewell Centre
183 Queen’s Road East, Wan Chai
Hong Kong
Principal Bankers Industrial and Commercial Bank of China,
Changsha Nanmenkou Branch
No. 304, Laodong West Road
Tianxin District, Changsha
Hunan Province, PRC
China Construction Bank, Changsha Xingsha
Branch
No. 27, Tianhua Road
Changsha County, Changsha
Hunan Province, PRC
CORPORATE INFORMATION
– 104 –


--- page 115 ---
The information and statistics set out in this section and other sections of this
prospectus were extracted from the report prepared by Frost & Sullivan, 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 independent industry report, in connection with the Global Offering.
The information from official government sources has not been independently verified by
us, the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Underwriters, any of their respective
directors and advisers, or any other persons or parties involved in the Global Offering
(other than Frost & Sullivan), and no representation is given as to its accuracy. For
discussions of risks relating to our industry, please see “Risk Factors – Risks Relating to
Our Business and Industry.”
CHINA’S FOOD AND BEVERAGE RETAIL INDUSTRY
Overview of China’s Food and Beverage Retail Industry
Food and beverages encompass a diverse array of products that meet the public’s
recreational needs and daily needs for nutritional intake. Food and beverage market constitutes
a vital segment of China’s sales of goods. Economic expansion, combined with continuous
urbanization and rising disposable incomes in China, has propelled steady growth in China’s
food and beverage market, making China the world’s largest market for food and beverages.
As food and beverages are essential and daily consumption items, China’s food and beverage
market is set to maintain stable growth in the future.
Retailers play an essential role in connecting consumers with producers and brand
owners. In recent years, the market size of the food and beverage retail industry in China has
experienced steady growth, increasing from RMB5.5 trillion in 2019 to RMB7.1 trillion in
2024 at a CAGR of 5.2%. The market size of food and beverage retail industry in China is
expected to reach approximately RMB8.7 trillion by 2029, representing a CAGR of 4.3% from
2024 to 2029.
INDUSTRY OVERVIEW
– 105 –


--- page 116 ---
The following chart sets forth the historical and projected market size of the food and
beverage retail industry in China from 2019 to 2029:
Market Size of Food and Beverage Retail Market (China), 2019-2029E
5,482.0 5,627.0 6,027.3 6,167.1 6,450.5
7,056.0 7,287.2 7,509.1 7,902.1 8,298.2 8,707.8
2022 2023
GMV of Food and Beverage Retail Market
(RMB Billion)
2024 2025E 2026E 2027E 2028E 2029E
Growth Rate (%)
2019 2020 2021
0
2,000
4,000
6,000
8,000
10,000
0
10
20
30
40
50
60
3.0%2.3% 4.6%
9.4%
3.3% 5.2% 5.0% 4.9%2.6%
7.1%
GMV of Food and Beverage Retail Market
Growth Rate
Source: National Bureau of Statistics, Frost & Sullivan Report
CHINA’S SNACK AND BEVERAGE RETAIL INDUSTRY
Overview of China’s Snack and Beverage Retail Industry
The snack and beverage retail industry, the largest segment within the food and beverage
retail industry, accounted for 53.0% of the total GMV in China in 2024. Snacks and beverages
emphasize relaxation, enjoyment and social engagement. These items are typically light and
ready to eat, and valued for their taste, convenience and role in entertainment and socializing.
Snacks mainly include (i) bakery products; (ii) biscuits; (iii) nuts and seeds; (iv) puffed snacks;
(v) meat and seafood snacks; (vi) confectionery, chocolate and preserves; as well as (vii) other
snacks, which include convenience food and frozen food such as instant noodles and frozen
dumplings, among others. Beverages include (i) plant-based drinks; (ii) carbonated drinks; (iii)
protein drinks; (iv) packaged drinking water; (v) functional drinks; (vi) solid drinks; (vii)
flavored drinks; and (viii) alcoholic beverages.
The value chain of China’s snack and beverage retail industry consists of three major
segments: (i) upstream snack and beverage producers and brand owners; (ii) midstream retail
channels; and (iii) downstream consumers. Snack and beverage retail channels in China mainly
include (i) supermarket channel, which includes supermarkets, hypermarkets and chain
convenience stores; (ii) specialty retail channel, which refers to retailers that specialize in
snack and beverage products, among others; (iii) grocery channel, which refers to small,
independent groceries and independent stores typically owned and operated by individual
vendors or households, among others; (iv) e-commerce channel, which refers to online
platforms that facilitate shopping and transactions over the internet, among others; and (v)
other channels, including airlines, train stations, gas stations, highway service areas, hotels and
sports venues, as well as other retail channels.
INDUSTRY OVERVIEW
– 106 –


--- page 117 ---
The following chart sets forth the value chain of China’s snack and beverage retail
industry:
Upstream Midstream Downstream
End Customers
Individuals
Households
Snack and Beverage
Producers/Brand
Owners
Snack and Beverage
Producers/Brand Owners
Supermarket Channel
Grocery Channel
Specialty Retail Channel
E-commerce Channel
Other Channel
Retail Channels
Distributors*
Note: Distributors link the upstream and midstream of the industry. Players in midstream retail channels either source
products directly from upstream producers and brand owners or purchase through distributors. Distribution
structures differ across retail channels. The traditional models, including supermarket channels and grocery
channels, typically involve multiple intermediary layers such as national, regional, and sub-distributors, while
the value retail models adopted by specialty retail channels streamline distribution by minimizing intermediary
tiers.
Source: Frost & Sullivan Report
Market Size of China’s Snack and Beverage Retail Industry
In recent years, China’s snack and beverage retail industry has achieved steady growth,
driven by rising food consumption, increasingly diverse consumption scenarios and shifting
consumer preferences. From 2019 to 2024, the market size of China’s snack and beverage retail
industry grew from RMB2.9 trillion to RMB3.7 trillion, reflecting a CAGR of 5.5%. Looking
ahead, China’s snack and beverage retail industry is expected to continue its expansion with the
market size forecast to reach RMB4.9 trillion by 2029, representing a CAGR of 5.8% from
2024 to 2029.
In the past five years, China’s snack and beverage retail industry has shifted increasingly
towards lower-tier markets. GMV in these markets reached RMB2.3 trillion in 2024, growing
at a CAGR of 6.5% from 2019 to 2024. In contrast, GMV in higher-tier markets has reached
RMB1.4 trillion in 2024, with a CAGR of 4.0% from 2019 to 2024. The growth of lower-tier
markets has outpaced that in higher-tier markets from 2019 to 2024, and, is expected to remain
strong in the future, with the GMV projected to grow at a CAGR of 6.8% from 2024 to 2029,
exceeding the 4.1% CAGR anticipated for that in higher-tier markets. The rising consumption
levels and improved infrastructure indicate a maturing of the market structure in the lower-tier
markets, which hold substantial potential for future growth. Furthermore, a growing variety of
retail formats that feature consumer-friendliness and convenience, such as snack and beverage
specialty retail stores, are rapidly emerging.
INDUSTRY OVERVIEW
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The following chart sets forth the historical and projected market size of the snack and
beverage retail industry by region in China from 2019 to 2029:
Market Size of Snack and Beverage Retail Market by Region (China), 2019-2029E
GMV of  snack and beverage products
 (RMB Billion)
2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
2,862.6 2,851.3
3,083.3
3,316.2
3,591.2 3,738.0
3,965.3
4,199.8
4,444.3
4,690.9
4,947.7
0
1,000
2,000
3,000
4,000
5,000
1,178.0 1,176.9 1,235.8 1,302.0
1,392.3 1,432.5 1,485.6 1,549.2 1,612.4 1,689.9
1,747.3
1,684.6 1,674.4 1,847.5 2,014.2 2,198.9 2,305.5 2,479.7 2,650.6 2,831.9 3,001.0 3,200.4
Total
Lower-tier Market
Higher-tier Market
CAGR 24-29ECAGR 19-24
5.8%5.5%
6.8%6.5%
4.0% 4.1%
Source: National Bureau of Statistics, Frost & Sullivan Report
In the past five years, China’s snack and beverage retail industry has been changing. As
a percentage of the total market size of the snack and beverage retail industry, the GMV
generated through the grocery channel dropped from 24.2% in 2019 to 22.7% in 2024 while the
GMV generated through the supermarket channel declined from 49.2% in 2019 to 45.8% in
2024. In contrast, as a percentage of the total market size of the snack and beverage retail
industry, the GMV generated through the specialty retail channel increased from 7.6% in 2019
to 11.2% in 2024. The GMV generated through the specialty retail channel reached RMB419.0
billion in 2024 from RMB218.4 billion in 2019. Looking ahead, from 2024 to 2029, the
percentage of GMV generated through the specialty retail channel is expected to continue
increasing.
INDUSTRY OVERVIEW
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The following chart sets forth the historical and projected market size of the snack and
beverage retail industry by retail channel in China from 2019 to 2029:
Market Size of Snack and Beverage Retail Market by Retail Channel (China),
2019-2029E
GMV of Snack and Beverage Retail Market
(RMB Billion)
2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E
2,862.6 2,851.3
3,083.3
3,316.2
3,591.2 3,738.0
3,965.3
4,199.8
4,444.3
4,690.9
4,947.7
0
1,000
2,000
3,000
4,000
5,000
Total
CAGR 24-29ECAGR 19-24
5.8%5.5%
Supermarket Channel
Grocery Channel
4.6%4.0%
4.2% 4.5%
Specialty Retail Channel
E-commerce Channel
11.1%13.9%
9.6% 8.3%
Others 2.1%2.1%
691.9 668.7 756.4 799.1 837.4 850.0 895.9 930.6 973.8 1,015.0 1,058.4
321.9 345.5 372.7 422.8 472.7 509.9 558.1 606.8 655.7 706.7 759.1
340.0 419.0 484.9 537.9 594.5 652.1
710.5
221.0 223.9 238.0 273.5
256.3
268.2
267.4
274.2
272.0
218.4 214.6
223.0 250.7
249.9
245.3
1,398.6 1,570.11,493.2 1,684.8 1,713.8 1,776.5 1,856.3 1,952.9 2,042.9 2,147.7
1,409.4
Source: National Bureau of Statistics, Frost & Sullivan Report
Innovative Model in Snack and Beverage Retail Industry
The consumption of snack and beverage products is featured by on-the-spot purchases,
associated purchases and ambiance-triggered purchases. When buying snacks and beverages,
consumers typically seek product variety, value for money, product novelty, shopping
experience and store atmosphere, which are not commonly found in the supermarket, grocery
and e-commerce channels.
Specialty retail channel, which is the fastest-growing channel among all retail channels
of the snack and beverage retail industry, refers to retail stores focusing on the product
category of snacks and beverages, offering selected products and tailored shopping experiences
to cater to specific consumer preferences. V alue retail is an innovative and emerging model in
the specialty retail channel, focusing on offering a careful selection of multi-brand,
multi-category and multi-specification products, and emphasizes value for money. It provides
consumers with a more cost-efficient and convenient shopping experience, thereby becoming
an important force in expanding the snack and beverage retail industry. V alue retail uniquely
and effectively addresses the pain points in China’s snacks and beverages retail industry:
Product Diversity. V alue retail focuses on offering a wide range of multi-brand,
multi-category and multi-specification products in a one-stop shopping experience, allowing
value retailers to build a stronger connection with consumers. In contrast, retailers such as
supermarkets, hypermarkets and convenience stores struggle to meet consumers diverse
demands for snack and beverage products. Furthermore, benefiting from its focus on snacks
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and beverages, value retail is better positioned to identify emerging consumer trends and
preferences. This gives value retailers early access to market insights and enables them to
collaborate closely with brand owners and producers to secure popular products ahead of other
retailers, ensuring effective and rapid product upgrade.
Alignment with Consumer Habits. Consumption of snack and beverage products is
featured by on-the-spot purchases, associated purchases and ambiance-triggered purchases.
Unlike the planned purchases of staple foods made in large supermarkets and hypermarkets,
value retail benefits from its joyful and comfortable shopping environments, and creates an
important consumption scenario for consumers of snacks and beverages who prioritize
shopping experience, shopping atmosphere and SKU diversity. In addition, the in-store
experiences of value retail, such as promotions, product sampling and community shopping
guides, effectively trigger a willingness to purchase, an advantage that the e-commerce channel
cannot replicate. At the same time, by offering products in smaller packaging, value retail
reduces the cost for consumers to try out new items and experiment.
V alue for Money. V alue retail simplifies the supply chain by engaging in bulk purchasing
and reducing intermediary layers and costs. This streamlined approach allows value retailers
to offer products at prices that are, on average, approximately 7% to 40% lower than those
found in supermarkets or convenience stores.
The following table sets forth the comparisons among different retail channels within the
snack and beverage retail industry:
Channel Position
Diversity of
Snack and
Beverage
Product Offering
Value for Money
of Snack and
Beverage Products
Store Network
Coverage
Specialty
retail channel
Value retailer
model
Other
specialty
retailers
Supermarket
channel
Supermarkets
and
hypermarkets
Convenience
stores
Grocery channel
E-commerce channel N/A
Completely fulfilled
Not fulfilled at all
A value retailer specializes in multi-brand,
multi-category and multi-specification snacks
and beverages, focusing on value for money
and creating a one-stop shopping experience
of a wide range of carefully curated product
portfolio.
A specialty retailer operating under a specific
snack and beverage brand or category,
focusing on a curated shopping experience.
A general retailer balancing food and
beverages and household essentials, with
moderate sales in snacks and beverages.
A retail format tailored to meet immediate
consumption needs and convenience-oriented
grocery purchases.
Small and independent stores with
fragmented retail model with limited product
standardization.
Online platforms that facilitate shopping and
transactions over the Internet.
Source: Frost & Sullivan Report
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Market Drivers of China’s Snack and Beverage Retail Industry
Economic Growth and Increasing Disposable Income. China’s annual disposable
income per capita increased from RMB30,733 in 2019 to RMB41,314 in 2024, and is expected
to further grow to RMB54,536 by 2029, representing a CAGR of 5.7% from 2024 to 2029.
Rising disposable income levels enhance consumers’ overall capacity and willingness to spend
on pleasure-oriented categories of products, such as snacks and beverage. As a result, the
increasing disposable income is expected to directly support the growth of consumption on
snacks and beverage, thereby driving the continued expansion of China’s snack and beverage
retail industry.
Increasing Penetration in Lower-tier Markets. The snack and beverage retail industry in
China is increasingly moving towards lower-tier markets, where penetration is growing rapidly.
The proportion of total GMV contributed by lower-tier markets increased from 58.8% in 2019
to 61.7% in 2024, and is expected to further increase to 64.7% by 2029. As retail industry in
the lower-tier markets matures and upgrades, it presents significant future growth potential. At
the same time, retail formats that feature consumer-friendliness and convenience, such as
specialty retail stores, are becoming the trend in the snack and beverage retail industry. These
formats are better suited to meet consumer demand for a more accessible, convenient and
flexible shopping experience, driving the rapid growth of the snack and beverage retail
industry in lower-tier markets.
Growth of Personalization and Diversified Consumption Demand. Consumers’
personalized and diversified consumption demands for snacks and beverages have played a
significant role in driving the industry growth. These demands have prompted retailers to offer
more healthy, functional and personalized options, such as low-sugar and low-fat healthy
snacks and innovative products with regional characteristics or niche flavors. In addition,
consumers’ pursuit of quality and experience has led to the diversification of retail channels,
with emerging models, such as value retail, catering to consumers’ needs for convenience and
diversity. In addition, personalized demand has given rise to innovative marketing methods
including co-branding and customized customer services, further enriching market supply.
These changing consumption habits are expanding the breadth and depth of consumer demand
for snacks and beverage, encouraging faster product turnover and shortening innovation cycles,
thereby increasing overall spending on snacks and beverage. As a result, these changing
consumption habits stimulate both supply-side innovation and demand-side consumption,
creating a reinforcing cycle that contributes to the sustained growth of China’s snack and
beverage retail industry. Retailers meeting the personalized demand are better positioned to
ride the growth of China’s snack and beverage retail industry.
Diversifying Consumption Scenarios and Habits. The diversification of consumers’
snack and beverage consumption scenarios has played an important role in promoting the
development of the snack and beverage retail industry. As snack and beverage products become
more integrated into consumers’ daily life, they capture incremental demand across various
scenarios such as leisure gatherings, traveling, office work and study sessions. This expansion
of consumption scenarios drives snacks and beverages category penetration, encourages the
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consumers’ repeated purchases and supports sustained growth in sales volume. Moreover, these
diversified consumption scenarios have prompted retailers to continually offer products with
innovative forms and packaging specifications, enriching the product offering available to
consumers. This further enhances consumer engagement, thereby fueling the continued
expansion of the snack and beverage retail industry. Retailers that offer products with
innovative forms and packaging specifications suitable for various scenarios are better
positioned to capture the expansion of the snack and beverage retail industry.
Challenges of China’s Snack and Beverage Retail Industry
Rapid Changes in Consumer Demand. Providing popular product categories presents a
challenge, as retailers must continually source and introduce new products while ensuring
quality, affordability and sufficient supply to meet consumer demand. This requires strong
supplier relationships, effective inventory management and the ability to scale up sales of
trending products. Furthermore, predicting changing consumer preferences is difficult, as shifts
can occur rapidly under the influence of social media and health trends. Retailers need to
leverage data analytics, customer insights and market research to anticipate trends while
maintaining flexibility in product sourcing and distribution to quickly adapt to emerging
preferences.
Food Safety and Quality Management. As consumer expectations rise and regulatory
scrutiny intensifies, maintaining consistent food safety and quality standards has become a
critical challenge for retailers in China’s snack and beverage retail industry. Effective
management requires stringent control of shelf life to preserve the freshness and safety of
products. Retailers must implement comprehensive quality assurance measures across the
supply chain to comply with regulations relating to food safety and quality, and foster
consumer trust.
Entry Barriers of China’s Snack and Beverage Retail Industry
Brand Recognition. Strong brand recognition plays a crucial role in influencing
consumer purchasing decisions within the snack and beverage retail industry. Established
retailers secure consumer loyalty through consistent product quality, innovation and effective
marketing strategies, whereas new entrants must break through the established consumer
mindset of existing brands to gain market share. This demands significant marketing
investment, time and consistent product delivery, presenting major challenges for new
competitors.
Supply Chain Capabilities. The snack and beverage retail industry demands strong
supply chain capabilities, including stringent quality control, cost management and timely
delivery. Established retailers benefit from long-standing relationships with key suppliers,
ensuring stable supply, cost efficiency and enhanced price negotiation power. New entrants,
however, need considerable investment and expertise to build a reliable supply chain.
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Product Portfolio and Innovation. Successful retailers adapt to evolving consumer
preferences by diversifying their product offerings. Established retailers leverage their
consumer insights and operational efficiencies in SKU management to swiftly adapt to market
trends, offering customized products in tastes and packaging depending on regional or seasonal
preferences. In contrast, new entrants face higher costs, limited resources and longer product
selection and customization timelines, hindering their ability to compete effectively.
Sales Network. A robust and mature sales network is essential for expanding market share
and strengthening brand presence. Creating such networks requires substantial investment in
advertising and establishing store management systems. New entrants often struggle to achieve
this level of market coverage, making it a resource-intensive and time-consuming endeavor.
Digitalization Capabilities. Leading retailers leverage advanced digital capabilities to
enhance operational efficiency, optimize inventory and improve consumer engagement through
tools such as inventory tracking, automated inventory replenishment and information-driven
product selection. In contrast, new entrants, lacking such infrastructure and capabilities, often
struggle with stockouts, high operational costs and limited consumer insights, reducing their
ability to compete effectively in the industry.
COMPETITIVE LANDSCAPE
Competitive Landscape of China’s Food and Beverage Retail Industry
Retailers include chain retailers, independent retailers and online retailers. Chain retailers
hold the largest market share of the food and beverage retail industry. In 2024, GMV of food
and beverage products in China contributed by chain retailers reached RMB3.6 trillion,
accounting for 51.6% of the total GMV in China’s food and beverage retail industry. China’s
food and beverage retail industry is highly fragmented, with the top five chain retailers
capturing only 4.2% of the market share in 2024. In 2024, our Group ranked fourth among
chain retailers in China in terms of GMV of food and beverage products, holding 0.8% of the
market share.
The following chart sets forth the top five chain retailers in China in terms of GMV of
food and beverage products in 2024:
Ranking Chain retailers GMV of food and beverage products
(RMB billion) Market share (%)
1 Company A 72.1 1.0%
2 Company B 60.0 0.9%
3 Company C 59.0 0.8%
4 Our Group 55.5 0.8%
5 Company D 49.0 0.7%
Top five 295.6 4.2%
Total GMV of food and beverage products 7,056.0 100.0%
48.4%
51.6%Of which: Chain retailers 3,640.0
Of which: Other retailers 3,416.0
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Notes:
(1) Company A is a wholly owned Chinese subsidiary of a NYSE-listed company. It was founded in 2003 and
headquartered in Shenzhen, Guangdong Province. It operates hypermarkets and supermarkets, membership
warehouse clubs, providing household essentials, food and beverages.
(2) Company B is an A-share listed company founded in 2001 in Fujian Province. It operates supermarkets,
providing food and beverages as well as daily necessities.
(3) Company C is a wholly owned Chinese subsidiary of a HKEX listed company. It was founded in 2005 and
headquartered in Shanghai. It operates hypermarkets and supermarkets as well as membership stores,
providing food and beverages.
(4) Company D was founded in 1997 and headquartered in Dongguan, Guangdong Province. It operates
convenience stores, providing food and beverages as well as daily necessities.
Source: Frost & Sullivan Report
Competitive Landscape of China’s Snack and Beverage Retail Industry
In 2024, GMV contributed by chain retailers accounted for 57.1% of the total GMV in
China’s snack and beverage retail industry, reaching RMB2.1 trillion. China’s snack and
beverage retail industry is highly fragmented, with the top five chain retailers capturing 6.0%
of the market share in 2024. In 2024, our Group is the largest chain retailer in China in terms
of GMV of snack and beverage products, holding 1.5% of the market share.
The following chart sets forth the top five chain retailers in China in terms of GMV of
snack and beverage products in 2024:
Ranking Chain retailers GMV of snack and beverage
(RMB billion) Market share (%)
1 Our Group 55.5 1.5%
2 Company A 50.5 1.4%
3 Company E 43.5 1.2%
4 Company C 41.3 1.1%
5 Company B 30.0 0.8%
Top five 220.8 6.0%
Total GMV of snack and beverage products 3,738.0 100.0%
57.1%
42.9%
Of which: Chain retailers 2,132.8
Of which: Other retailers 1,605.2
Note:
(1) Company E is an A-share listed company, founded in 2011 and headquartered in Zhangzhou, Fujian Province.
It is engaged in the operation of chain retail stores specializing in snack and beverage products.
Source: Frost & Sullivan Report
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SOURCE OF INFORMATION
In connection with the Global Offering, we engaged Frost & Sullivan, an independent
market research consultant, to conduct an analysis of, and to prepare a report about, China’s
food and beverage retail industry and China’s snack and beverage retail industry. Frost &
Sullivan is an independent global consulting firm, which was founded in 1961 in New Y ork.
It offers industry research and market strategies, and provides growth consulting and corporate
training. In connection with the market research services provided, we have paid a fee of
RMB850,000 to Frost & Sullivan, which we believe to be consistent with market rates.
In compiling and preparing the Frost & Sullivan Report, Frost & Sullivan adopted the
following assumptions: (i) China’s social, economic and political environment is likely to
remain stable in the five years from 2024 to 2029 (the “ Forecast Y ear”), (ii) purchasing power
is expected to continue to rise rapidly in emerging regions and to grow steadily in developed
regions, and (iii) related industry drivers such as the rise of the value retail model, growth of
personalized and diversified consumption demand, and other key drivers are likely to drive the
snack and beverage retail industry in the Forecast Y ear.
Except as otherwise noted, all the data and forecasts contained in this section are derived
from the Frost & Sullivan Report. Frost & Sullivan has prepared the Frost & Sullivan Report
based on detailed primary research which involved discussing the status of food and beverage
retail industry with certain leading industry participants and secondary research which
involved reviewing company reports, independent research reports and data based on its own
research database. Our Directors confirm that, after taking reasonable care, there has been no
material adverse change in the overall market information since the date of the Frost &
Sullivan Report that would materially qualify, contradict or have an impact on such
information.
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We are subject to a variety of People’s Republic of China (the “ PRC”) laws, rules and
regulations across a number of aspects of our business. This section sets forth a summary of
the most significant laws and regulations that are applicable to our current business activities
within the territory of the PRC.
REGULATIONS RELATING TO FOREIGN INVESTMENT
As certain of the Company’s shareholders are foreign shareholders, the Company must
satisfy the conditions and follow investment procedures applied to foreign investors.
Investment activities in the PRC by foreign investors are principally governed by the
Catalogue of Industries for Encouraging Foreign Investment (2022 Edition) ( ོᎸ̮ਠҳ༟
ପุͦ፽(2022و)‘) (the “ Encouraged Catalog ”), which was promulgated by the Ministry
of Commerce (the “ MOFCOM ”), and the National Development and Reform Commission (the
“NDRC ”), on October 26, 2022 and took effect on January 1, 2023, and the Special
Administrative Measures (Negative List) for Access of Foreign Investment (2024 Edition)
(݄(૶ఊ)‘)( “ The Negative List ”), which was promulgated
by the MOFCOM and the NDRC on September 6, 2024 and took effect on November 1, 2024,
and together with the Foreign Investment Law (‘) (the “ FIL”)
and their respective implementation rules and ancillary regulations.
On March 15, 2019, the National People’s Congress (the “ NPC”) promulgated the FIL,
which has come into effect on January 1, 2020. The FIL, by means of legislation, establishes
the basic framework for the access, promotion, protection and administration of foreign
investment in view of investment protection and fair competition. According to the FIL,
foreign investment shall enjoy pre-entry national treatment, except for those foreign invested
entities that operate in industries deemed to be either “restricted” or “prohibited” in the
“Negative List”.
The Negative List sets out several restrictive measures in a unified manner, such as the
requirements on shareholding percentages and management, for the access of foreign
investments in the industries listed in the Negative List and the industries that are prohibited
for foreign investment. Any industries not falling in the Negative List shall be administered
under the principle of equal treatment to domestic and foreign investment.
To ensure the effective implementation of the FIL, its related implementation rules
including the Implementation Rules to the Foreign Investment Law ( ʕശɛ͏΍ձ਷̮ਠҳ
ૢԷ‘) promulgated by the State Council on December 26, 2019 and became
effective on January 1, 2020 further clarified that the state encourages and promotes foreign
investment, protects the lawful rights and interests of foreign investors, regulates foreign
investment administration, continues to optimize foreign investment environment, and
advances a higher-level opening.
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On December 30, 2019, the MOFCOM and State Administration for Market Regulation
(the “ SAMR ”), jointly promulgated the Measures for Information Reporting on Foreign
Investment (‘), which became effective on January 1, 2020.
Pursuant to the Laws, where a foreign investor carries out investment activities in China
directly or indirectly, the market regulatory authorities shall forward the investment
information submitted by foreign investor or the foreign-invested enterprise to the competent
commerce administrative authorities.
REGULATION ON COMMERCIAL FRANCHISE OPERATIONS
State Council promulgated Administrative Regulations on Commercial Franchise
Operations ( ਠุत஢຾ᐄ၍ଣૢԷ‘) on 6 February 2007, which became effective on May
1, 2007. Commercial franchise operations referred to in this Regulation shall mean a grant by
an enterprise owner of registered trademarks, enterprise logos, patents, proprietary
technologies or other business resources to another business operator to use such business
resources owned by the franchisor through a contractual arrangement, where the franchisee
operates the business according to a uniform business model stipulated under the contract and
pays the franchisor franchising fees. A franchisor shall file records with the commerce
administrative authorities within 15 days upon conclusion of the first franchise contract
pursuant to the provisions of these Regulations. Franchisors engaging in franchise operations
across provinces, autonomous regions and centrally-administered municipalities shall file
records with the commerce administrative authorities of the State Council. Where a franchisor
fails to file records with the commerce administrative authorities to file records within a
stipulated period, the commerce administrative authorities shall order the franchisor to file
records within a stipulated period, impose a fine ranging from RMB10,000 to RMB50,000.
The Ministry of Commerce (the “ MOC”) promulgated the Administrative Measures on
Information Disclosure of Commercial Franchise (‘),
which became effective on April 1, 2012. Franchisors shall disclose information in writing to
a franchisee pursuant to the provisions of the Regulations at least 30 days prior to the date of
execution of the commercial franchise contract.
REGULATIONS RELATING TO SINGLE-PURPOSE COMMERCIAL PREPAID
CARDS
On August 18, 2016, the MOC promulgated the Administrative Measures on Single-
purpose Commercial Prepaid Cards (Trial Implementation) (ج(༊
Б)‘), which became effective therefrom. Single-purpose commercial prepaid cards refers to
prepaid certificates issued by businesses carried out within the territory of PRC by enterprise
legal persons engaging in retail industry, accommodation and catering industry and residential
services industry which are limited to be used as payment for goods or services by the
enterprise or within the group to which the enterprise belongs or within the franchise system
of the same brand, including physical cards in the form of magnetic stripe cards, chip cards,
paper coupons, etc as well as virtual cards in the form of passwords, string codes, graphics,
biometric information, etc. Card-issuers shall complete filing formalities within 30 days from
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the date of carrying out single-purpose card businesses, otherwise they shall be ordered to
make correction within a stipulated period. Where correction is not made within the stipulated
period, a fine ranging from RMB10,000 to RMB30,000 shall be imposed.
REGULATIONS RELATING TO FOOD OPERATION AND FOOD SAFETY
Food Operation Licensing
According to the Administrative Measures for Food Operation Licensing and Record-
filing (the “ Food Operation Measures ”) (‘), which was
promulgated by the SAMR, on June 15, 2023 and became effective on December 1, 2023,
entities and/or individuals engaging in the operation of food shall obtain a food operation
license. Applicants for a food operation license shall meet various conditions set out in the
Food Operation Measures. The food operation license is issued by administration for market
regulation at or above the county level and is valid for five years . Those who engage in food
operation activities but fail to obtain a required food operation license shall be punished by the
local market regulatory authorities at or above the county level according to Article 122 of the
Food Safety Law of the PRC (‘) (the “ Food Safety Law ”).
On November 29, 2021, the SAMR promulgated the Announcement on Matters relating
to the Record- filing for the Sale of Only Pre-packaged Food (ࣩ
ʮѓ‘), which stipulates that an entity trading in food but only for sale of
pre-packaged food shall apply for the record-filing when registering for market entity
registration. The record-filing formalities shall be completed before carrying out such
businesses. Those who have obtained food operation licenses are not required to go through the
record- filing before the expiration of their food operation licenses.
Food Safety
According to the Food Safety Law, which was promulgated by the Standing Committee
of National People’s Congress (the “ SCNPC ”) on February 28, 2009, and latest amended on
April 29, 2021, and the Implementation Regulations for the Food Safety Law of the PRC ( ʕ
ૢԷ‘) (the “ Revised Implementation Rules ”) promulgated by
the State Council on July 20, 2009 and most recently amended on October 11, 2019 and
effective from December 1, 2019, anyone who engages in food production, food selling, or
catering services shall obtain the license according to the Food Safety Law. Food producers and
business operators shall take and conform to the measures specified in the Food Safety Law
and its Implementation The Food Safety Law sets out, as penalties for violation, various legal
liabilities in the form of warnings, orders to rectify, confiscations of illegal gains, confiscations
of utensils, equipment, raw materials and other articles used for illegal production and
operation, fines, recalls and destructions of food in violation of laws and regulations, orders to
suspend production and/or operation, revocations of production and/or operation license, and
even criminal punishment.
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Food Recall System
A food recall system is established under the Food Safety Law and the Revised
Implementation Rules. Where a food producer or trader finds that food it has produced or sold
does not comply with relevant food safety standards, it shall immediately cease the production
or trade thereof and notify the relevant producers, traders and consumers. The food producer
or trader shall maintain records of the recall and notification procedures and report the recall
and treatment to the relevant authorities.
The Administrative Measures for Food Recalls (‘), which was
promulgated by the CFDA (now known as SAMR) on March 11, 2015, effective on September
1, 2015, and later amended on October 23, 2020, stipulates the details of administration on
unsafe food in the PRC, including cease of product and/or operation, recall, and disposals of
such unsafe food. Pursuant to the Administrative Measures for Food Recalls, a food producer
or business operator shall assume primary responsibilities for food safety, by establishing a
sound management system, collecting and analyzing food safety information and performing
legal duties of the cease of production and operation of as well as recall and disposal of unsafe
food. Further, where the food producer or business operator fails to forthwith cease production
or business operation, to make a voluntary recall, to start a recall within the prescribed time
limit, to recall according to its recall plan or to dispose of unsafe food as required, the local
administration for market regulation shall give a warning and concurrently impose a fine of not
less than RMB10,000 but not more than RMB30,000.
REGULATIONS RELATING TO PRODUCT QUALITY AND CONSUMER
PROTECTION
Product Quality Law
According to the Product Quality Law of the PRC (‘)
effective on September 1, 1993 and latest amended on December 29, 2018, producers are liable
for the quality of the products they produce. Where anyone produces or sells products that do
not comply with the relevant national or industrial standards safeguarding the health and safety
of persons and property, the relevant authority will order such person to suspend production
and/or sales, confiscate the products, impose a fine of an amount higher than the value of the
products and less than three times of the value of the products, confiscate illegal gains (if any)
as well as revoke the business license of the producer in severe cases. Where the activities
constitute a crime, the offender will be prosecuted in accordance with the Criminal Law of the
PRC (‘).
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Consumer Protection Law
Pursuant to The Consumer Protection Law of the PRC (ڭ
‘) (the “ Consumer Protection Law ”) which was promulgated by the SCNPC on October
31, 1993, amended on August 27, 2009 and October 25, 2013, the rights and interests of the
consumers who buy or use commodities or receive services for the purposes of daily
consumption are protected and all manufacturers and distributors involved must ensure that the
products and services they provide will not cause damage to the safety of consumers and their
properties. Violations of the Consumer Protection Law may result in the imposition of fines.
In addition, the operator will be ordered to suspend operations and its business license will be
revoked. Criminal liability may be incurred in serious cases.
REGULATIONS RELATING TO INFORMATION SECURITY
According to the PRC Civil Code (Պ‘) (the “ Civil Code ”), the
personal information of an individual shall be protected by the law. Any organization or
individual that needs to obtain personal information of others shall do so 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. In addition, the processing of personal information shall follow the
principles of lawfulness, legitimacy and necessity.
According to the Personal Information Protection Law of the PRC (ࡈ
‘) promulgated by the SCNPC on August 20, 2021 and effective on November
1, 2021, it stipulates the personal information processing rules, clarifies the rights and
responsibilities of individuals and the processors in processing personal information
respectively, specifies the scope of personal information and the method of personal
information processing, establishes rules for personal information processing and transferring
abroad, and improves the personal information protection system. Where personal information
is processed in violation of the provisions of this Law or without fulfilling the personal
information protection obligations provided in this Law, the departments with personal
information protection duties shall order the violator to make corrections, give a warning,
confiscate the illegal gains, and order the suspension or termination of provision of services by
the applications that illegally process personal information; where the violator refuses to make
corrections, a fine of not more than RMB one million shall be imposed thereupon; and the
directly liable persons in charge and other directly liable persons shall each be fined not less
than RMB10,000 nor more than RMB100,000.
On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of the PRC ( ʕ
‘), which became effective on June 1, 2017, according to which,
network operators shall fulfill their obligations to safeguard the security of the network when
conducting business and providing services. Those who build, operate or provide services
through networks shall take technical measures and other necessary measures according to
laws, regulations and compulsory national standards to safeguard the safe and stable operation
of the networks, respond to network security incidents effectively, prevent illegal and criminal
activities, and maintain the integrity, confidentiality and usability of network data. The network
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operator shall not collect personal information irrelevant to the services it provides or collect
or use the personal information in violation of laws, regulations or agreements concluded with
its users. According to the Data Security Law of the PRC (‘)
promulgated by the SCNPC on June 10, 2021 and effective on September 1, 2021, the relevant
entities carrying out data processing activities should comply with laws, regulations and codes
of ethics, establish and improve the whole process data security management system in the
process of data processing and strengthen risk monitoring. Those handling important data shall
conduct regular risk assessments and report to the competent authorities.
On September 30, 2024, the State Council promulgated the Administration Regulations on
Cyber Data Security ( ၣഖᅰኽτΌ၍ଣૢԷ‘) (the “ Data Security Regulations ”), and is
effective on January 1, 2025. The Data Security Regulations reiterate and refine the general
regulations for cyber data processing activities, rules of personal information protection,
important data security protection, cyber data cross-border transfer management, and the
responsibilities of online platform service providers. The Data Security Regulations do not
specifically include the requirement that cyber data processing entities seeking a listing in
Hong Kong that affects or may affect national security should apply for a cybersecurity review.
Instead, the regulations generally provide that cyber data processors whose cyber data
processing activities affect or may affect national security shall be subject to national security
review in accordance with the relevant regulations.
On December 28, 2021, the CAC, jointly with 12 other administrative authorities,
promulgated the revised Measures for Cybersecurity Review (‘) (the
“MCR”), which became effective on February 15, 2022. According to the MCR, (i) Critical
Information Infrastructure (the “ CIIO ”) that the purchase of cyber products and services or
network platform operators that engage in data processing activities that affects or may affect
national security shall be subject to the cybersecurity review by the Cybersecurity Review
Office, the department which is responsible for the implementation of cybersecurity review
under the CAC; (ii) network platform operators with personal information of more than one
million users that seek for listing in a foreign country are obliged to apply for a cybersecurity
review by the Cybersecurity Review Office; and (iii) the relevant regulatory authorities may
initiate cybersecurity review if such regulatory authorities determine that the issuer’s network
products or services, or data processing activities affect or may affect national security.
REGULATIONS RELATING TO ENVIRONMENTAL PROTECTION
The Environmental Protection Law of the PRC (‘) (the
“Environmental Protection Law ”) was promulgated and effective on December 26, 1989, and
amended on April 24, 2014, under which any entity which discharges or will discharge
pollutants during the course of operations or other activities must implement effective
environmental protection safeguards and procedures to control and properly treat waste gas,
waste water, waste residue, dust, malodorous gases, radioactive substances, noise, vibrations,
electromagnetic radiation, and other hazards produced during such activities. The
Environmental Protection Law makes it clear that the legal liabilities of any violation of said
law include warning, fine, rectification within a time limit, compulsory cease operation,
compulsory reinstallation of dismantled installations of the prevention and control of pollution
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or compulsory reinstallation of those left idle, compulsory shutout or closedown, or even
criminal punishment. Any person or entity that pollutes the environment resulting in damage
could also be held liable under the Civil Code. In addition, environmental organizations may
also bring lawsuits against any entity that discharges pollutants detrimental to the public
welfare.
On October 28, 2002, the SCNPC promulgated the Environmental Impact Assessment
Law of PRC (‘) (the “ Environmental Impact Assessment
Law”), which was latest amended on December 29, 2018. According to the Environmental
Impact Assessment Law, the State Council implemented the environmental impact assessment
to classify construction projects according to the impact of the construction projects on the
environment.
Pursuant to the Interim Measures for Environmental Protection Acceptance of Completed
Construction Projects (‘) effective on November 20,
2017 and the Regulations on the Administration Construction Project Environmental Protection
(ᚐ၍ଣૢԷ‘), which was revised on July 16, 2017 and implemented on
October 1, 2017, after the completion of a construction project for which an environmental
impact report or an environmental impact report form is required, the construction entity shall,
according to standards and procedures prescribed by the environmental protection
administrative authorities, conduct environmental protection completion acceptance check and
compile an acceptance check report. A construction project for which an environmental impact
report or an environmental impact report form is required shall not be put into production or
use until the environmental protection completion acceptance check has been passed.
REGULATIONS RELATING TO FIRE CONTROL
Pursuant to the Fire Control Law of the PRC (‘) promulgated
by the SCNPC on April 29, 1998, and last amended on April 29, 2021 and effective therefrom,
the Department of Emergency Management under the State Council and the local people’s
governments at or above county level shall supervise and administer the matters of fire
protection, while the fire control and rescue institutions of such people’s governments shall be
responsible for implementation. The design of fire control of the construction projects must
comply with the national technical standards of fire control. If the design of fire control of a
construction project has not been examined pursuant to the relevant laws or failed to pass the
examination, the construction of such project is not allowed. If a completed construction
project has not gone through the fire safety inspection or failed to satisfy the requirements of
fire safety upon inspection, such project is not allowed to be put to use or business. According
to Interim Regulations on Administration of Examination and Acceptance of Fire Control
Design of Construction Projects (‘) issued by the
Ministry of Housing and Urban-Rural Development on April 1, 2020, latest amended on August
21, 2023, fire acceptance should be done for special construction projects which meet certain
conditions, fire filing should be done for other types of construction projects. Pursuant to the
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Fire Control Law of the PRC, the constructing entity or the entity occupying the facility shall
apply to the fire prevention and rescue department of the local people’s government at or above
the county level for a fire safety inspection before a public gathering place is put into use or
opens for business.
REGULATIONS RELATING TO LEASING
According to the Civil Code, an owner of immovable or movable property is entitled to
possession, use, earnings, and disposal of such property in accordance with the law. Subject to
the consent of the lessor, the lessee may sublease the leased premises to a third party. Where
a lessee subleases the premises, the lease contract between the lessee and the lessor remains
valid. The lessor is entitled to terminate the lease if the lessee subleases the premises without
the consent of the lessor. In addition, if the ownership of the leased premises changes during
the lessee’s possession in accordance with the terms of the lease contract, the validity of the
lease contract shall not be affected. Moreover, pursuant to the Civil Code, if the mortgaged
property has been leased and transferred for occupation prior to the establishment of the
mortgage right, the original tenancy shall not be affected by such mortgage right.
On December 1, 2010, the Ministry of Housing and Urban-Rural Development
promulgated the Administrative Measures on Leasing of Commodity Housing (ॡ
‘), which became effective on February 1, 2011. According to such measures, the
lessor and the lessee are required to complete property leasing registration and filing
formalities within 30 days from execution of the property lease contract with the construction
(real estate) administrative department of the people’s government of the municipality or
county where the leased property is located. If a company fails to do as aforesaid, it may be
ordered to rectify within a stipulated period, and if such company fails to rectify, a fine ranging
from RMB1,000 to RMB10,000 may be imposed.
REGULATION RELATING TO COMPETITION
Competition Law
On April 23, 2019, the SCNPC promulgated the Anti-Unfair Competition Law of the PRC
(‘). Businesses shall, in their production and distribution
activities, adhere to the free will, equality, fairness, and good faith principles, and abide by
laws and business ethics. Any business operator’s act of participating in the production and
operation activities in violation of the provisions herein to disrupt the competition order in the
market and infringe the legitimate rights and interests of other business operators or
consumers, the supervision and inspection authority shall order it to cease the offense and
confiscate its illicit commodities. When the case is serious, the business licence shall be
revoked.
According to Provisions on the Examination of Concentrations of Undertakings ( ຾ᐄ
‘), which came into effect on April 15, 2023, the SAMR shall be responsible
for the anti-monopoly examination of concentrations of undertakings and the investigation and
handling of any illegally implemented concentration of undertakings.
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Price Law
According to the Price Law of the PRC (‘, the “ Price Law ”)
promulgated by the SCNPC on December 29, 1997 and took effect from 1 May 1998, operators
should observe the following principles when determining prices: fairness, lawfulness and
good faith. The production and operation costs and the market supply and demand situation
should be the fundamental basis for the operator to determine the price. When selling or
purchasing goods and providing services, the operator shall clearly indicate the price and
indicate the name, origin of production, specifications, grade, valuation unit and price of a
commodity, or service item, charging standards and other related particulars in accordance with
the requirements of the competent government price department. Operators shall not sell the
goods at a price beyond the marked price or charge unspecified fees on the top of price
indicated. In addition, operators may not take illegitimate pricing actions, such as colluding
with others to manipulate market prices and damaging the legitimate rights and interests of
other operators or consumers. Any operator engaged in the act of illegitimate pricing stipulated
by the Price Law shall be ordered to make corrections, have the illegal income be confiscated,
and may be imposed a fine of no more than five times of its illegal income; if the circumstances
are serious, the business shall be ordered to suspend for rectification, or the administrative
department for industry and commerce shall revoke the business license. In addition, any
operator who causes consumers or other operators to pay higher prices due to illegal pricing
acts should refund the overpaid portion; if damage is caused, it shall be liable for compensation
according to law. Any operator who violates the clearly marked price shall be ordered to make
corrections, have the illegal income be confiscated, and may be imposed a fine of no more than
RMB5,000.
REGULATIONS RELATING TO EMPLOYMENT AND SOCIAL WELFARE
Employment
According to the Labor Contract Law of the PRC (the “ Labor Contract Law ”) ( ʕശ
‘), which was implemented on January 1, 2008 and amended on
December 28, 2012, an employer establishes an employment relationship with an employee
from the date when the employer puts the employee to work. A written labor contract shall be
concluded upon the establishment of an employment relationship. Enterprises and institutions
are forbidden to force the laborers to work beyond the time limit and the employers shall pay
employees overtime working compensation in accordance with national regulations. In
addition, the labor wages shall not be lower than local standards on minimum wages and shall
be paid to the laborers timely. According to the Labor Law of the PRC ( ʕശɛ͏΍ձ਷௶
‘) effective on January 1, 1995, as amended on August 27, 2009 and December 29, 2018,
the employer shall establish and perfect its system for labor safety and sanitation, strictly abide
by State rules and standards on labor safety and sanitation, educate laborers in labor safety and
sanitation, prevent accidents in the process of labor, and reduce occupational hazards. Labor
safety and sanitation facilities shall meet State-fixed standards.
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Social Insurance
The PRC Social Insurance Law (‘), or the Social
Insurance Law, issued by the SCNPC in 2010 and latest amended on December 29, 2018, has
established social insurance systems of basic pension insurance, basic medical insurance,
work-related injury insurance, unemployment insurance and maternity insurance and has
elaborated in detail the legal obligations and liabilities of employers who fail to comply with
relevant laws and regulations on social insurance. According to the Social Insurance Law and
the Provisional Regulations on Collection and Payment of Social Insurance Premiums (ึ
ᎈ൬ᅄᖮᅲБૢԷ‘) promulgated by the State Council on January 22, 1999 and most
recently amended on March 24, 2019 and effective from the same date, enterprises shall
register social insurance with local social insurance and pay or withhold relevant social
insurance for or on behalf of its employees. Any employer that fails to make social insurance
contributions may be ordered to rectify the non-compliance and pay the required contributions
within a prescribed time limit and be subject to a late fee. If the employer still fails to rectify
the failure to make the relevant contributions within the prescribed time, it may be subject to
a fine ranging from one to three times the amount overdue.
Housing Provident Fund
In accordance with the Regulations on the Administration of Housing Provident Funds
(၍ଣૢԷ‘) promulgated by the State Council on April 3, 1999, and amended
on March 24, 2002, and March 24, 2019, enterprises must register at the designated
administrative centers and open bank accounts for depositing employees’ housing provident
funds. Employers and employees are also required to pay and deposit housing provident funds,
with an amount no less than 5% of the monthly average salary of the employee in the preceding
year in full and on time. In case of overdue payment or underpayment by employers, orders for
payment within a specified period will be made by the housing fund management center. Where
employers fail to make payment within such period, enforcement by the people’s court will be
applied.
REGULATIONS RELATING TO INTELLECTUAL PROPERTY RIGHTS
Trademark Laws
Trademarks are protected by the Trademark Law of the PRC ( ʕശɛ͏΍ձ਷ਠᅺ
‘), which was adopted in 1982 and subsequently amended in 1993, 2001, 2013 and 2019,
respectively, as well as the Implementation Regulation of the Trademark Law of the PRC ( ʕ
ૢԷ‘) adopted in 2002 and amended in 2014 by the State Council.
The Trademark Office of China National Intellectual Property Administration handles
trademark registrations and grants a term of ten years to registered trademarks which may be
renewed for consecutive ten-year periods upon request by the trademark owner. Trademark
license agreements must be filed with the Trademark Office for record. The Trademark Law of
the PRC has adopted a “first-to-file” principle with respect to trademark registration. Where a
trademark for which a registration has been made is identical or similar to another trademark
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which has already been registered or been subject to a preliminary examination and approval
for use on the same kind of or similar commodities or services, the application for registration
of such trademark may be rejected. Any person applying for the registration of a trademark may
not prejudice the existing right first obtained by others, nor may any person register in advance
a trademark that has already been used by another party and has already gained a “sufficient
degree of reputation” through such party’s use.
Domain Name
In accordance with the Measures for the Administration of Internet Domain Names ( ʝ
‘), which was promulgated by the MIIT on August 24, 2017 and came into
effect on November 1, 2017, and the Implementing Rules for the Registration of National
Top-level Domain Names (‘), which was promulgated and took
effective on June 18, 2019, by China Internet Network Information Center, domain name
registrations are handled through domain name service agencies established under relevant
regulations, and an applicant becomes a domain name holder upon successful registration.
Patent Laws
In accordance with the Patent Law of the PRC (‘),
promulgated by the SCNPC, which was latest amended in October 17, 2020 and became
effective on June 1, 2021, and its Implementation Rules, patent is divided into 3 categories,
i.e., invention patent, design patent and utility model patent. The duration of invention patent
right, design patent right and utility model patent right shall be 20 years, 15 years and 10 years,
respectively, which all calculated from the date of application. Implementation of a patent
without the authorization of the patent holder shall constitute an infringement of patent rights,
and shall be held liable for compensation to the patent holder and may be imposed a fine, or
even subject to criminal liabilities.
Copyright
Pursuant to the Copyright Law of the PRC (‘) amended by
the SCNPC on November 11, 2020, and came into effect on June 1, 2021, Chinese citizens,
legal persons or other organizations shall, whether published or not, enjoy copyright in their
works, which include, among others, works of literature, art, natural science, social science,
engineering technology and computer software created in writing or oral or other forms. A
copyright holder shall enjoy a number of rights, including the right of publication, the right of
authorship and the right of reproduction.
Pursuant to the Measures for the Registration of Computer Software Copyright
promulgated by the National Copyright Administration (‘)o n
February 20, 2002 and the Regulation on Computers Software Protection (ᚐ
ૢԷ‘) amended by the State Council on January 30, 2013 and came into effect on March 1,
2013, the National Copyright Administration is mainly responsible for the registration and
management of software copyright in mainland China and recognizes the China Copyright
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Protection Center as the software registration organization. The China Copyright Protection
Center shall grant certificates of registration to computer software copyright applicants in
compliance with the regulations of the Measures for the Registration of Computer Software
Copyright and the Regulation on Computers Software Protection.
REGULATIONS RELATING TO FOREIGN CURRENCY EXCHANGE
The principal regulations governing foreign currency exchange in China is the Foreign
Exchange Administration Regulations of the PRC ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ‘), most
recently amended in August 5, 2008. Under it, payments of current account items, such as
profit distributions, interest payments and trade and service-related foreign exchange
transactions, can be made in foreign currencies without prior approval from the State
Administration of Foreign Exchange (the “ SAFE ”), by complying with certain procedural
requirements. By contrast, approval from or registration with appropriate government
authorities is required where Renminbi is to be converted into foreign currency and remitted
out of China to pay capital account items, such as direct investments, repayment of foreign
currency-denominated loans, repatriation of investments and investments in securities outside
of China.
The SAFE issued the Circular on Reforming of the Management Method of the Settlement
of Foreign Currency Capital of Foreign-Invested Enterprises (̮ਠ
‘) (the “ SAFE Circular 19 ”) on March 30, 2015,
and it became effective on June 1, 2015, which was partially repealed on December 30, 2019,
and latest amended on March 23, 2023. The SAFE Circular 19 expands a pilot reform of the
administration of the settlement of the foreign exchange capitals of foreign-invested
enterprises nationwide. On June 9, 2016, SAFE further promulgated the Circular on the State
Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange
Settlement Management Policy of Capital Account (ձ஝ᇍ༟͉ධ
‘) (the “ SAFE Circular 16 ”), which, among other things, amends
certain provisions of SAFE Circular 19. Pursuant to SAFE Circular 19 and SAFE Circular 16,
the flow and use of the Renminbi capital converted from foreign currency denominated
registered capital of a foreign-invested company is regulated such that Renminbi capital may
not be used for business beyond its business scope or to provide loans to persons other than
affiliates unless otherwise permitted under its business scope.
In October 23, 2019, SAFE issued the Circular on Further Facilitating Cross-border Trade
and Investment (‘) (the
“SAFE Circular 28 ”), which cancels the restrictions on domestic equity investments by capital
fund of non-investment foreign invested enterprises and allows non-investment foreign
invested enterprises to use their capital funds to lawfully make equity investments in China,
provided that such investments do not violate the Negative List and the target investment
projects are genuine and in compliance with laws. According to the Circular on Optimizing
Administration of Foreign Exchange to Support the Development of Foreign-related Business
(‘) (the “ SAFE Circular 8 ”),
issued by SAFE in April 10, 2020, under the prerequisite of ensuring true and compliant use
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of funds and compliance with the prevailing administrative provisions on use of income under
the capital account, eligible enterprises are allowed to make domestic payments by using their
capital funds, foreign credits and the income under capital accounts of overseas listing, without
prior provision of the evidentiary materials concerning authenticity to the bank for each
transaction. The handling banks shall conduct spot checks afterwards in accordance with the
relevant requirements.
REGULATIONS RELATING TO TAX
Income Tax
The PRC Enterprise Income Tax Law (‘) (the “ EIT
Law”) was promulgated in March 16, 2007 and was most recently amended in December 29,
2018, and the Regulation on the Implementation of the PRC Enterprise Income Tax Law ( ʕ
ૢԷ‘), which was promulgated by the State Council and was
latest amended in December, 2024, a uniform 25% enterprise income tax rate is imposed to
both foreign invested enterprises and domestic enterprises, except where tax incentives are
granted to special industries and projects. The enterprise income tax rate is reduced to 20% for
qualifying small low-profit enterprises. A PRC withholding tax at the rate of 10% is applicable
to dividends payable to investors that are non-resident enterprises (who do not have an
establishment or place of business in the PRC, or who have an establishment or place of
business in the PRC but whose income has no actual relationship with such establishment or
place of business) to the extent that such dividends have their sources within the PRC unless
otherwise provided in any applicable tax treaty. Similarly, any gain realized on the transfer of
equity interests by such investors is subject to the PRC enterprise income tax at the rate of 10%
if such gain is regarded as income derived from the PRC.
Value-Added Tax
The PRC Provisional Regulations on V alue-Added Tax (the “ VAT”) ( ʕശɛ͏΍ձ਷
೼ᅲБૢԷ‘) were promulgated by the State Council on December 13, 1993, which
became effective on January 1, 1994 and were subsequently amended from time to time. The
Detailed Rules for the Implementation of the PRC Provisional Regulations on V alue-Added
Tax (2011 Revision) (‘) was promulgated by the
Ministry of Finance on December 25, 1993 and subsequently amended on December 15, 2008
and October 28, 2011. On November 19, 2017, the State Council promulgated the Decisions
on Abolishing the PRC Provisional Regulations on Business Tax and Amending the PRC
Provisional Regulations on V alue-Added Tax (ᄻ˟ʕശɛ͏΍ձ਷ᐄุ೼ᅲБૢ
‘). Pursuant to these regulations,
rules and decisions, all enterprises and individuals engaged in sale of goods, provision of
processing, repair, and replacement services, sales of services, intangible assets, real property,
and the importation of goods within the PRC territory are V A T taxpayers.
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According to the Notice on the Adjusting V alue-added Tax Rates (೼೼ଟ
‘) effective in May 2018, the V A T rates of 17% and 11% on sales, imported goods shall
be adjusted to 16% and 10%, respectively.
On March 20, 2019, the Ministry of Finance, State Administration of Taxation (the
“SA T”), and the General Administration of Customs jointly issued the Announcement on
Relevant Policies on Deepen the Reform of V alue-Added Tax (݁
ʮѓ‘), pursuant to which 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% and the
originally applicable V A T rate of 10% shall be adjusted to 9%.
REGULATIONS RELATING TO DIVIDEND DISTRIBUTION
The EIT Law prescribes a standard withholding tax rate of 20% on dividends and other
China-sourced income of non-PRC resident enterprises which have no establishment or place
of business in the PRC, or if established, the relevant dividends or other China-sourced income
are in fact not associated with such establishment or place of business in the PRC. However,
the Implementation Rules of the EIT Law (ૢԷ‘) reduced the income
tax rate from 20% to 10%, which is normally applicable to dividends payable to investors that
are “non-resident enterprises”, and gains derived by such investors, which (1) do not have an
establishment or place of business in the PRC or (2) have an establishment or place of business
in the PRC, but the relevant income is not effectively connected with the establishment or place
of business to the extent such dividends and gains are derived from sources within the PRC.
Such withholding tax on the dividends may be further reduced pursuant to a tax treaty between
China and other jurisdictions.
Pursuant to the Individual Income Tax Law of the PRC (੻೼
‘), which was most recently amended on August 31, 2018 and the Implementation
Provisions of the Individual Income Tax Law of the PRC (ྼ
ૢԷ‘), which was most recently 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 the 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 Circular on Certain Policy Questions
Concerning Individual Income Tax (‘), which was
issued by the MOF and the SA T on May 13, 1994 and came into effect on the same date, the
incomes gained by individual foreigners from dividends and bonuses of enterprise with foreign
investment are exempt from individual income tax for the time being.
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Pursuant to the Arrangement between Mainland China and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income (the
“Double Tax Avoidance Arrangement ”) (ࠠ
τર‘), the withholding tax rate in respect to the payment of dividends
by a PRC enterprise to a Hong Kong enterprise is reduced to 5% from a standard rate of 10%
if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise. However,
pursuant to the Notice of the State Administration of Taxation on the Issues concerning the
Application of the Dividend Clauses of Tax Agreements (“ Circular 81 ”) (೼ਕᐼ҅ᗫ
‘), issued on February 20, 2009 by the SA T, if the
relevant PRC tax authorities determine, in their discretion, that a company benefits from such
reduced income tax rate due to a structure or arrangement that is mainly tax-driven, such PRC
tax authorities may adjust the preferential tax treatment.
According to the Circular on Several Questions regarding the “Beneficial Owner” in Tax
Treaties (the “ Circular 9 ”) (ʕ“Ϟɛ”ʮѓ‘), which was
issued on February 3, 2018 by the SA T and took effect on April 1, 2018, when determining the
applicant’s status as a “beneficial owner” with respect to the tax treatment of dividends,
interest or royalties under certain tax treaties, several factors, including whether the applicant
is obligated to pay more than 50% of his or her income over a twelve-month period to residents
of a third country or region, whether the business operated by the applicant constitutes actual
business activities; and whether the counterparty country or region to the tax treaty does not
levy any tax, exempts the relevant income from tax or levies tax at an extremely low rate, will
be taken into account and be analyzed according to the actual circumstances of specific cases.
If the applicant’s status is not qualified as “beneficiary owner,” it may not enjoy the
concessions under the Double Tax Avoidance Arrangement.
REGULATIONS RELATING TO OVERSEAS LISTINGS
Overseas Listings
On February 17, 2023, the China Securities Regulatory Commission (the “ CSRC ”)
released several regulations regarding the management of filings for overseas offerings and
listings by domestic companies, including the Trial Measures for the Administration on
Overseas Securities Offering and Listing by Domestic Companies ( ྤʫΆุྤ̮೯БᗇՎձ
‘) (the “ Overseas Listing Trial Measures ”) together with 5 supporting
guidelines (together with the Overseas Listing Trial Measures, collectively referred to as the
“Overseas Listing Regulations ”). Under Overseas Listing Regulations, PRC domestic
companies that seek to offer and list securities in overseas markets, either in direct or indirect
means, are required to file the required documents with the CSRC within three working days
after its application for overseas listing is submitted.
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The Overseas Listing Regulations provides that no overseas offering and listing shall be
made under any of the following circumstances: (i) such securities offering and listing is
explicitly prohibited by provisions in laws, administrative regulations and relevant state rules;
(ii) the intended securities offering and listing may endanger national security as reviewed and
determined by competent authorities under the State Council in accordance with law; (iii) the
domestic company intending to make the securities offering and listing, or its controlling
shareholders and the actual controller, have committed crimes such as corruption, bribery,
embezzlement, misappropriation of property or undermining the order of the socialist market
economy during the latest three years; (iv) the domestic company intending to make the
securities offering and listing is suspected of committing crimes or major violations of laws
and regulations, and is under investigation according to law and no conclusion has yet been
made thereof; or (v) there are material ownership disputes over equity held by the domestic
company’s controlling shareholder or by other shareholders that are controlled by the
controlling shareholder and/or actual controller. Additionally, the Overseas Listing Regulations
stipulates that after an issuer has offering and listing securities in an overseas market, the issuer
shall submit a report to the CSRC within three working days after the occurrence and public
disclosure of (i) a change of control thereof, (ii) investigations of or sanctions imposed on the
issuer by overseas securities regulators or relevant competent authorities, (iii) changes of
listing status or transfers of listing segment, and (iv) a voluntary or mandatory delisting.
Overseas offering and listing by domestic companies shall be made in strict compliance
with relevant laws, administrative regulations and rules concerning national security in spheres
of foreign investment, cybersecurity, data security and etc., and duly fulfill their obligations to
protect national security.
On February 24, 2023, the CSRC and three other relevant government authorities jointly
promulgated the Provisions on Strengthening the Confidentiality and Archives Administration
Related to the Overseas Securities Offering and Listing by Domestic Enterprises (̋੶
‘) (the “ Provision on
Confidentiality ”). Pursuant to the Provision on Confidentiality, where a domestic enterprise
provides or publicly discloses any document or material that involving state secrets and
working secrets of state agencies to the relevant securities companies, securities service
institutions, overseas regulatory authorities and other entities and individuals, it shall report to
the competent department with the examination and approval authority for approval in
accordance with the law, and submit to the secrecy administration department of the same level
for filing. The working papers formed within the territory of the PRC by the securities
companies and securities service agencies that provide corresponding services for the overseas
issuance and listing of domestic enterprises shall be kept within the territory of the PRC, and
cross-border transfer shall go through the examination and approval formalities in accordance
with the relevant provisions of the State.
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REGULATIONS RELATING TO FULL CIRCULATION OF H-SHARE
In accordance with the Guidelines on Application for “Full Circulation” of Domestic
Unlisted Shares of H-share Companies ( H΅͡ሗ“ஷ”ˏ‘)
issued by the CSRC on 14 November 2019 and further amended on 10 August 2023, together
with the Trial Administrative Measures of Overseas Securities Offering and Listing by
Domestic Enterprises (‘), shareholders who
hold domestic unlisted shares of H-share issuers may apply to convert their unlisted shares into
listed shares for trading on the Stock Exchange. 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 domestic unlisted shares are listed and circulated on the Stock
Exchange, they may not be transferred back to China.
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OVERVIEW
We are an established and robustly growing food and beverage retailer in China. Stores
within our store network are predominantly located in high-traffic, highly visible and easily
accessible street-side locations. We are dedicated to offering a joyful and comfortable browsing
and shopping experience. We provide a wide variety of value-for-money products and
frequently launched new SKUs.
Our history can be traced back to 2016 when Mr. Y an, our executive Director, chairman
of the Board and the general manager, founded Changsha Busy for Y ou Food Co., Ltd. (Ӎ
ʮ̡). In 2017, Mr. Y an opened the first “Busy for Y ou (ώ)” store in
Changsha, Hunan province. Super Ming was founded by Mr. Zhao when he opened the first
“Super Ming (࠮store in Yichun, Jiangxi Province in 2019. For details of the
biography of our founders Mr. Y an and Mr. Zhao, see the section headed “Directors and Senior
Management” in this prospectus. In November 2023, we completed the Super Ming Acquisition
and realized the consolidation of “Busy for Y ou” and “Super Ming”.
As of September 30, 2025, our store network comprised 19,517 stores covering 28
provinces and all city tiers in China, with approximately 59% of stores within our store
network located in counties and townships. In 2024, we recorded a GMV of RMB55.5 billion.
In the nine months ended September 30, 2025, we recorded a GMV of RMB66.1 billion,
representing an increase of 74.5% from the same period in 2024. In terms of GMV of snack
and beverage products in 2024, we are the largest chain retailer in China; in terms of GMV of
food and beverage products in 2024, we are the fourth largest chain retailer in China,
maintaining a rapid growth, according to Frost & Sullivan.
MILESTONES OF DEVELOPMENT
The following table summarizes the key milestones of our business development:
Y ear Milestone
2017 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The first “Busy for Y ou” store was opened in Changsha, Hunan
Province
2019 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The first “Super Ming” store was opened in Yichun, Jiangxi
Province
2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118We established our internal digital center to enhance our
informatization
2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The number of “Busy for Y ou” stores exceeded 1,000
We were shortlisted for the Annual Channel Benchmark of
China Sugar, Alcohol, and Food Industry (Бุϋ
ಬ༸ᅺ૖) in 2022
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Y ear Milestone
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The number of “Super Ming” stores exceeded 1,000
We completed Super Ming Acquisition and realized the
consolidation of “Busy for Y ou” and “Super Ming”
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118The total number of our membership exceeded 100 million
The total number of stores within our store network exceeded
10,000
We were awarded the Mass Consumption Influential Retailer of
the Y ear in 2024 (2024ᅂᚤɢཧਯਠ) by Forbes
China
OUR MAJOR SUBSIDIARIES
We set forth below information about our subsidiaries that have made a material
contribution to our operating results during the Track Record Period:
Name of subsidiary Principal business
Date of
establishment
Place of
establishment Share Capital
Percentage of
Shareholding
by our
Company
Changsha Busy Snacks /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sales of food and
beverages
December 17,
2019
PRC RMB5,000,000 100%
Jiangxi Busy Snacks /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sales of food and
beverages
July 13, 2021 PRC RMB10,000,000 100%
Guangdong Busy Snacks /H1118/H1118/H1118/H1118/H1118/H1118/H1118Sales of food and
beverages
August 4, 2023 PRC RMB5,000,000 100%
Sichuan Busy Snacks /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sales of food and
beverages
October 7,
2023
PRC RMB5,000,000 100%
Super Ming Food Technology /H1118/H1118/H1118/H1118Sales of food and
beverages
June 9, 2022 PRC RMB1,015,740 100%
Wuhu Super Ming /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sales of food and
beverages
January 6,
2022
PRC RMB1,000,000 100%
Xiamen Super Ming /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sales of food and
beverages
May 19, 2023 PRC RMB50,050,000 100%
Guangzhou Super Ming /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sales of food and
beverages
March 20,
2023
PRC RMB1,000,000 100%
Super Ming Trading /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sales of food and
beverages and
brand
management
January 28,
2019
PRC RMB1,000,000 100%
Yichun Mingmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Sales of food and
beverages
February 28,
2025
PRC RMB1,000,000 100%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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ESTABLISHMENT AND DEVELOPMENT OF OUR COMPANY
(1) Establishment of our Company and Series A Financing in 2021
Our Company was established as a limited liability company under the laws of the PRC
on December 12, 2019 with an initial registered capital of RMB10 million. At the time of the
establishment, the capital structure of our Company was as follows:
Shareholders
Registered capital
subscribed for
Percentage of
shareholding
(RMB) (%)
Mr. Y anNote /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,700,000 67.00
Mr. Zhu Lang ( ϡई) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,100,000 11.00
Mr. Li Wei ( ҽၪ)Note /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,100,000 11.00
Mr. Liu Wei ( ᄎᙯ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,100,000 11.00
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,000,000 100.00
Note:
Each of Mr. Y an and Mr. Li Wei is an executive Director of our Company.
During the period from April 2021 to January 2022, we went through several rounds of
capital increases and equity transfers. Specifically, we completed the Series A Financing in
2021 by the Series A Investors, including Shenzhen HongShan Hanchen Equity Investment
Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ))
(“HongShan Hanchen ”), Gaorong LKZN Holding Limited (“ Gaorong LKZN ”), Discounter
Seed HK Investment Limited (“ Discounter Seed HK ”) and Changsha Shizaimang.
Upon completion of the aforementioned capital increases and equity transfers, the capital
structure of our Company was as follows:
Shareholders
Registered capital
subscribed for
Percentage of
shareholding
(RMB) (%)
Mr. Y an /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,700,000 56.65
Mr. Zhu Lang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,100,000 9.30
Mr. Li Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,100,000 9.30
Mr. Liu Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,100,000 9.30
HongShan Hanchen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118504,396 4.26
Gaorong LKZN /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118504,396 4.26
Changsha Xunmang Note /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118415,006 3.51
Changsha Jianmang Note /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118204,040 1.73
Discounter Seed HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,000 1.27
Changsha Shizaimang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,000 0.42
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,827,838 100.00
Note: Each of Changsha Xunmang and Changsha Jianmang is an employee shareholding platform of our
Group.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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(2) Series A+ Financing in 2022
In October 2022, we completed the Series A+ Financing, pursuant to which Xiamen
HongShan Y aheng Equity Investment Partnership (Limited Partnership) (ᛆҳ
༟ΥྫΆุ(Υྫ)) (“ HongShan Y aheng ”), Gaorong LKZN and Discounter Seed HK
subscribed for an increased registered capital of RMB591,392, RMB197,131 and RMB78,852
in our Company at the consideration of RMB150,000,000, RMB50,000,000 (in equivalent U.S.
dollars) and RMB20,000,000 (in equivalent U.S. dollars), respectively. See “— Pre-IPO
Investments” of this section for details. Upon completion of the Series A+ Financing, the
registered capital of our Company was increased to RMB12,695,213.
(3) Capital Increases in 2022 by Employee Shareholding Platform
In December 2022, Changsha Lingmang Enterprise Management Partnership (Limited
Partnership) (ӍཧώΆุ၍ଣΥྫΆุ(Υྫ)) (“ Changsha Lingmang ”), an employee
shareholding platform of our Company, subscribed for an increased registered capital of
RMB140,100 in our Company at the consideration of the equivalent amount of such increased
registered capital. Upon completion of the capital increase, the registered capital of our
Company was increased to RMB12,835,313.
(4) Series A++ Financing in 2023
In February 2023, we completed the Series A++ Financing through equity transfers as
detailed below. See “— Pre-IPO Investments” of this section for details.
Transferor Transferee
Registered
capital
subscribed for Consideration
Percentage of
shareholding
RMB RMB %
Mr. Liu Wei /H1118/H1118/H1118/H1118/H11185Y Growth Holding
I HK Limited
(“5Y”)
200,552 62,500,000 1.56
Discounter Seed HK 32,088 10,000,000 0.25
Mr. Zhu Lang /H1118/H1118/H1118/H11185Y 200,552 62,500,000 1.56
Discounter Seed HK 32,088 10,000,000 0.25
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Upon completion of the above equity transfers, the capital structure of our Company was
as follows:
Shareholders
Registered capital
subscribed for
Percentage of
shareholding
(RMB) (%)
Mr. Y an /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,700,000 52.20
Mr. Li Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,100,000 8.57
Mr. Zhu Lang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118867,360 6.76
Mr. Liu Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118867,360 6.76
Gaorong LKZN /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118701,527 5.47
HongShan Y aheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118591,392 4.61
HongShan Hanchen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118504,396 3.93
Changsha Xunmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118415,006 3.23
5Y /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118401,104 3.13
Discounter Seed HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,028 2.28
Changsha Jianmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118204,040 1.59
Changsha Lingmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140,100 1.09
Changsha Shizaimang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,000 0.39
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,835,313 100.00
(5) The Super Ming Acquisition, the Series A+++ Financing and the Capital Increases by
Our Shareholding Platforms in November 2023
In November 2023, as consideration for the Super Ming Acquisition, certain shareholders
of Super Ming Food Technology subscribed for registered capital of our Company, including
(i) Shanghai Bird Nest and Shanghai Anyicheng subscribed for an increased registered capital
of RMB6,215,322 and RMB690,591 of our Company, accounting for 27.99% and 3.11% of our
total registered capital upon completion of the Super Ming Acquisition, with their respective
69.98% equity interests and 7.78% equity interests in Super Ming Food Technology. As of the
Latest Practicable Date, Shanghai Bird Nest was controlled by Mr. Zhao and Shanghai
Anyicheng was controlled by Mr. Wang Ping’an, each a director of Super Ming Food
Technology and our executive Director; and (ii) BA HM Hong Kong Limited (“ BA HM ”),
Xiamen Black Ant No. 3 Equity Investment Partnership (Limited Partnership) (ලᖻɧ໮
ᛆҳ༟ΥྫΆุ(Υྫ), formerly known as Suzhou Black Ant No. 3 Equity Investment
Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Xiamen
Black Ant ”), Xiamen Hei Yi No. 3 Overseas Connection V enture Capital Partnership (Limited
Partnership) (ලඅɧ໮ྤ̮ஹટ௴ุҳ༟ΥྫΆุ(Υྫ)( “ Xiamen Hei Yi ”) and
Shanghai Yihai Enterprise Management Consulting Partnership (Limited Partnership) ( ɪऎᑈ
ුΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Shanghai Yihai ”), which are all ultimately owned by
Mr. HE Y u, subscribed for an increased registered capital of RMB106,574, RMB310,835,
RMB337,477 and RMB133,215 in our Company at the consideration of RMB18,000,000,
RMB52,500,000, RMB86,999,682 and RMB52,499,682, respectively (the “ Series A+++
Financing ”), which was the same amount paid by our Company for the acquisition of their
equity interests in Super Ming Food Technology. The consideration for the share swap of
Shanghai Bird Nest and Shanghai Anyicheng was determined based on the shareholders’ equity
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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value of Super Ming Food Technology as appraised by an independent professional valuer and
the consideration for the Series A+++ Financing was determined based on the arm’s length
negotiations amongst our Company and the relevant shareholders with reference to the then
valuation of Super Ming Food Technology when BA HM, Xiamen Black Ant, Xiamen Hei Yi
and Shanghai Yihai made their respective investments in Super Ming Food Technology. See
“Major Acquisition — the Super Ming Acquisition” below for details.
In November 2023, Yichun Yikouniao, as an employee shareholding platform of Super
Ming Food Technology at that time, together with our employee shareholding platform,
Changsha Zhongmang, subscribed for an increased registered capital of RMB896,078 and
RMB477,418 of our Company at the consideration of the equivalent amount of such increased
registered capital, respectively. In the meantime, for the purpose of rewarding Mr. Wang
Y utong for his contribution to our Group, Changsha Shizaimang, one of the Series A Investors
at the time of its initial investment in our Company, also subscribed for an additional
RMB199,824 of our registered capital at the consideration of the equivalent amount of such
increased registered capital in November 2023, which was designated to Mr. Wang Y utong.
Upon completion of above capital increases and the Series A+++ Financing, our capital
structure was as follows:
Shareholders
Registered capital
subscribed for
Percentage of
shareholding
(RMB) (%)
Mr. Y an /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,700,000 30.18
Shanghai Bird Nest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,215,322 27.99
Mr. Li Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,100,000 4.95
Yichun Yikouniao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118896,078 4.04
Mr. Zhu Lang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118867,360 3.91
Mr. Liu Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118867,360 3.91
Gaorong LKZN /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118701,527 3.16
Shanghai Anyicheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118690,591 3.11
HongShan Y aheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118591,392 2.66
HongShan Hanchen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118504,396 2.27
Changsha Zhongmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118477,418 2.15
Changsha Xunmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118415,006 1.87
5Y /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118401,104 1.81
Xiamen Hei Yi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118337,477 1.52
Xiamen Black Ant /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118310,835 1.40
Discounter Seed HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,028 1.32
Changsha Shizaimang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249,824 1.13
Changsha Jianmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118204,040 0.92
Changsha Lingmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140,100 0.63
Shanghai Yihai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133,215 0.60
BA HM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,574 0.48
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,202,647 100.00
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(6) Series B Financing
From December 2023 to March 2024, we completed the Series B Financing, pursuant to
which (i) in December 2023, Haoxiangni Health Food Co., Ltd. (ʮ
̡)( “ Haoxiangni Health Food ”), Henan Haoxiangni Y ouran Technology Co., Ltd. (λซ
ʮ̡)( “ Haoxiangni Y ouran ”), Jiandan Qiaochu Health Food Co., Ltd. ( ᔊఊ
ʮ̡)( “ Jiandan Qiaochu ”) and Hunan Y anker Shop Holding Co., Ltd. ( ಳ
ʮ̡)( “ Y anker Shop ”) subscribed for an increased registered capital of
RMB467,424, RMB467,424, RMB701,136 and RMB817,992 at a consideration of
RMB200,000,000, RMB200,000,000, RMB300,000,000 and RMB350,000,000, respectively;
and (ii) in March 2024, Xiamen Black Ant and Discounter Seed HK subscribed for an increased
registered capital of RMB44,930 and RMB14,825 of our Company at a consideration of
RMB19,224,554 and RMB6,343,154, respectively. Further, Xiamen Black Ant and Discounter
Seed HK acquired the registered capital of RMB55,619 and RMB18,351 in our Company from
Shanghai Anyicheng at a consideration of RMB23,797,905 and RMB7,852,062, respectively.
See “— Pre-IPO Investments” of this section for details. As a result, the registered capital of
our Company was increased to RMB24,716,378.
(7) Equity transfer in December 2024
In December 2024, Y anker Shop transferred RMB817,992 registered capital of our
Company to Hunan Xiaomang Enterprise Management Co., Ltd. (ʮ̡)
(“Hunan Xiaomang ”), an Independent Third Party, at a consideration of RMB360 million.
(8) Conversion into a Joint Stock Limited Company in March 2025
On February 19, 2025, our Shareholders approved, among other matters, the conversion
of our Company from a limited liability company into a joint stock limited company. Pursuant
to the promoters’ agreement dated February 19, 2025, all the then Shareholders approved the
conversion of the net asset value of our Company as of November 30, 2024, amounting to
RMB4,847,070,205.33, into 40,000,000 Shares of our Company with a nominal value of
RMB1.00 each, which were subscribed by all the then Shareholders in proportion to their
respective interests in our Company before the conversion. The remaining net asset value
amounting to RMB4,807,070,205.33 was recorded as capital reserves of our Company, and our
Company’s name was changed to Busy Ming Group Co., Ltd. (΅Ϟ
ʮ̡). The conversion was completed on March 17, 2025. Upon completion of the
conversion, the share capital of our Company was RMB40,000,000 divided into 40,000,000
Shares with a nominal value of RMB1.00 each and our shareholding structure was as follows:
Shareholders
Shares held in
our Company
Percentage of
shareholding
(RMB) (%)
Mr. Y an /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,843,014 27.11
Shanghai Bird Nest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,058,629 25.15
Mr. Li Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,780,196 4.45
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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Shareholders
Shares held in
our Company
Percentage of
shareholding
(RMB) (%)
Yichun Yikouniao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,450,177 3.63
Mr. Zhu Lang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,403,701 3.51
Mr. Liu Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,403,701 3.51
Hunan Xiaomang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,323,806 3.31
Gaorong LKZN /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,135,323 2.84
Jiandan Qiaochu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,134,691 2.84
Shanghai Anyicheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118997,915 2.49
HongShan Y aheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118957,085 2.39
HongShan Hanchen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118816,294 2.04
Changsha Zhongmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118772,634 1.93
Haoxiangni Health Food /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118756,460 1.89
Haoxiangni Y ouran /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118756,460 1.89
Changsha Xunmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118671,629 1.68
Xiamen Black Ant /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118665,767 1.66
5Y /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118649,131 1.62
Xiamen Hei Yi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118546,159 1.37
Discounter Seed HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118527,916 1.32
Changsha Shizaimang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118404,305 1.01
Changsha Jianmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118330,210 0.83
Changsha Lingmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118226,732 0.57
Shanghai Yihai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118215,590 0.54
BA HM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118172,475 0.43
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,000,000 100.00
(9) Share Capital Increases by Employee Shareholding Platforms and Capitalization of
Capital Reserve in April 2025
In April 2025, each of Changsha Zhongmang and Changsha Xunmang, our employee
shareholding platforms, subscribed for an increased share capital of RMB1,052,631 each at
nominal value.
At the same time, the share capital of our Company was increased from RMB42,105,262
to RMB200,000,000 by way of capitalization of the capital reserve of our Company through
the issuance of 3.75 new Shares to each existing Share for all the then Shareholders of our
Company (the “ Capitalization of Capital Reserve ”).
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(10) Share Transfers in April 2025
In April 2025, a series of share transfers of our Company were completed, pursuant to
which (i) HongShan Growth VII Holdco A, Ltd. (“ HongShan Growth ”) acquired
approximately 1%, 1%, 0.5% and 0.36% shareholding interests in our Company from Shanghai
Bird Nest, Mr. Li Wei, Mr. Liu Wei and Mr. Zhu Lang at a consideration of RMB108,780,000
(in equivalent U.S. dollars), RMB108,780,000 (in equivalent U.S. dollars), RMB54,390,000
(in equivalent U.S. dollars) and RMB39,390,000 (in equivalent U.S. dollars), respectively; and
(ii) each of Shanghai Yihai and BA HM further acquired approximately 0.1% and 0.1%
shareholding interests in our Company from Shanghai Bird Nest at a consideration of
RMB10,878,000 and USD1,484,787.68 (equivalent to approximately RMB10,878,000),
respectively. See “— Pre-IPO Investments” of this section for details. Upon completion of
above share transfers, our shareholding structure was as follows:
Shareholders
Shares held in
our Company
Percentage of
shareholding
(RMB) (%)
Mr. Y an /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,504,319 25.75
Shanghai Bird Nest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,378,489 22.69
Mr. Li Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,455,931 3.23
Yichun Yikouniao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,888,341 3.44
Mr. Liu Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,667,580 2.83
Mr. Zhu Lang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,943,366 2.97
Hunan Xiaomang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,288,079 3.14
Gaorong LKZN /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,392,784 2.70
Jiandan Qiaochu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,389,782 2.70
Shanghai Anyicheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,740,096 2.37
HongShan Growth /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,724,214 2.86
HongShan Y aheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,546,154 2.27
HongShan Hanchen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,877,397 1.94
Changsha Zhongmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,670,009 4.34
Haoxiangni Y ouran /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,593,185 1.80
Haoxiangni Health Food /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,593,185 1.80
Changsha Xunmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,190,235 4.10
Xiamen Black Ant /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,162,393 1.58
5Y /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,083,372 1.54
Xiamen Hei Yi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,594,255 1.30
Discounter Seed HK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,507,601 1.25
Mr. Wang Y utong Note /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,536,088 0.77
Changsha Shizaimang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118384,361 0.19
Changsha Jianmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,568,498 0.78
Changsha Lingmang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,076,977 0.54
Shanghai Yihai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,224,053 0.61
BA HM /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,019,256 0.51
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,000,000 100.00
Note: In November 2025, Changsha Shizaimang transferred the employee incentives of RMB199,824 of our
registered capital which were previously designated to Mr. Wang Y utong in November 2023 (equivalent
to 1,536,088 Shares of our Company following the conversion into a joint stock company and
Capitalization of Capital Reserve) to Mr. Wang Y utong directly under his name. For details, see note
(10) of “CORPORA TE AND SHAREHOLDING STRUCTURE” below.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 152 ---
MAJOR ACQUISITION — THE SUPER MING ACQUISITION
With a view to further expanding our business operation and nationwide store network,
achieving business alliance and enhancing our core competitiveness, we completed the Super
Ming Acquisition. Prior to the Super Ming Acquisition, Super Ming Food Technology was
principally engaged in sales of food and beverages in stores under the “Super Ming” Brand. On
November 9, 2023, we entered into a series of share purchase agreements with certain
shareholders of Super Ming Food Technology, namely Shanghai Bird Nest, Shanghai
Anyicheng, BA HM, Xiamen Black Ant, Xiamen Hei Yi and Shanghai Yihai. Specifically:
(1) we acquired 69.98% and 7.78% equity interests in Super Ming Food Technology
from Shanghai Bird Nest and Shanghai Anyicheng, respectively. As of the Latest
Practicable Date, Shanghai Bird Nest was controlled by Mr. Zhao and Shanghai
Anyicheng was controlled by Mr. Wang Ping’an, each a director of Super Ming Food
Technology and our executive Director. As consideration for such acquisition of
equity interests by our Company, a registered capital of RMB6,215,322 and
RMB690,591 of our Company were issued to Shanghai Bird Nest and Shanghai
Anyicheng, accounting for 27.99% and 3.11% of our total registered capital upon
completion of the Super Ming Acquisition, respectively;
(2) we acquired 1.20%, 3.50%, 3.80% and 1.50% equity interests in Super Ming Food
Technology from certain shareholders of Super Ming Food Technology, namely BA
HM, Xiamen Black Ant, Xiamen Hei Yi and Shanghai Yihai, respectively, for a
consideration of RMB18,000,000, RMB52,500,000, RMB86,999,682 and
RMB52,499,682, respectively. Meanwhile, BA HM, Xiamen Black Ant, Xiamen Hei
Yi and Shanghai Yihai applied the same amount of cash to subscribe for an increased
registered capital of RMB106,574, RMB310,835, RMB337,477 and RMB133,215 of
our Company, respectively; and
(3) the remaining two shareholders of Super Ming Food Technology, namely Yichun
Chengming Enterprise Management Partnership (Limited Partnership) (ϓჼΆ
ุ၍ଣΥྫΆุ(Υྫ)) (“ Yichun Chengming ”) and Yichun Zhongming
Enterprise Management Partnership (Limited Partnership) (଺ჼΆุ၍ଣΥྫ
Άุ(Υྫ)) (“ Yichun Zhongming ”), which were both serving as employee
shareholding platforms of Super Ming Food Technology and were controlled by Mr.
Zhao, completed capital reduction and withdrew their capital contribution of the
12.24% equity interests in Super Ming Food Technology.
Upon completion of the above acquisitions, Super Ming Food Technology became our
wholly-owned subsidiary on November 10, 2023.
The consideration for the Super Ming Acquisition was determined based on arm’s length
negotiation amongst our Company and the relevant shareholders of Super Ming Food
Technology after taking into consideration of the timing of the investments, the status of their
business operations and prospects as well as the valuation report of Super Ming Food
Technology as appraised by an independent professional valuer.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 153 ---
The Super Ming Acquisition is considered as a major acquisition for the purpose of Rule
4.05A of the Listing Rules, as the highest applicable percentage ratios in relation to the Super
Ming Acquisition exceeds 25% by reference to the most recent audited financial year of the
Track Record Period. See “Appendix IA — Accountants’ Report of Super Ming Group” and
“Financial Information — Financial Information of Super Ming” for a discussion of the
historical financial information of Super Ming Food Technology.
On January 3, 2025, our Company was imposed an administrative penalty of RMB1.75
million due to its failure to timely conduct the operation concentration filing with the
regulatory authority with respect to the Super Ming Acquisition according to the PRC
Anti-monopoly Law (the “ Anti-monopoly Penalty ”). According to the penalty decision issued
by the State Administration for Market Regulation, (i) considering the circumstance of our
Company’s violation including but not limited to the nature, extent and duration of violations
of our Company, the above administration penalty against our Company did not fall under the
circumstance of “aggravated punishment” under the PRC Anti-monopoly Law; and (ii) our
Company has not been subject any similar administrative penalties before, has cooperated
proactively with the investigation by the regulatory authorities, and has established and
effectively implemented an antitrust compliance system. Therefore, our PRC Legal Advisers is
of the view that the Anti-monopoly Penalty does not constitute a material non-compliance of
our Company and as the validity of the Super Ming Acquisition has been recognized by the
competent authority, the likelihood that the Super Ming Acquisition would be revoked under
the relevant Anti-monopoly Law is remote. As of the Latest Practicable Date, the Anti-
monopoly Penalty has been fully settled.
We have implemented a series of enhanced internal control measures to prevent the
recurrence of similar incident, and we have not experienced any incident similar to the
Anti-monopoly Penalty during the Track Record Period and up to the date of this prospectus.
In particular, we have put in place the anti-monopoly compliance procedures, which stipulate
that the compliance management department, business operation department, investment
department, legal department and finance department shall collectively be responsible for our
anti-monopoly matters, and shall regularly evaluate our anti-monopoly risks, conduct
anti-monopoly compliance training to the relevant employees and report to the senior
management regarding our anti-monopoly compliance status. Based on the review conducted
by our internal control consultant, there was no material deficiency identified in relation to our
enhanced internal control measures regarding anti-monopoly management.
The PRC Legal Advisers confirmed that the Super Ming Acquisition has been properly
completed notwithstanding the Anti-monopoly Penalty, and that we have obtained the requisite
regulatory approvals required under the PRC laws and regulations with respect to the Super
Ming Acquisition.
During the Track Record Period and up to the Latest Practicable Date, save as the Super
Ming Acquisition, we did not conduct any other major acquisitions, disposals or mergers.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 154 ---
PRE-IPO INVESTMENTS
The following table summarizes the key terms of the Pre-IPO Investments to our
Company made by the Pre-IPO Investors:
Name of
Pre-IPO Investors
Date of
agreement
Date of
settlement of
consideration
Amount of
registered/
share capital
subscribed
for Consideration
Cost per
Share (2)
Round of
Pre-IPO
Investments
Discount to
the Offer
Price (1)
Shareholding in
our Company
upon Listing
(assuming the
Offer Size
Adjustment
Option and the
Over-allotment
Option are not
exercised)
HongShan Hanchen /H1118/H1118April 14, 2021 April 29, 2021 RMB504,396 RMB100,879,121 RMB26.02 Series A 87.59% 1.81%
Gaorong LKZN /H1118/H1118/H1118/H1118April 14, 2021 May 13, 2021 RMB504,396 RMB100,879,121 RMB26.02 Series A 87.59%
2.52%October 8,
2022
October 31,
2022
RMB197,131 RMB50,000,000 RMB32.99 Series A+ 84.27%
Discounter Seed HK /H1118/H1118April 14, 2021 May 14, 2021 RMB150,000 RMB30,000,000 RMB26.02 Series A 87.59%
1.17%
October 8,
2022
October 26,
2022
RMB78,852 RMB20,000,000 RMB32.99 Series A+ 84.27%
January 13,
2023
February 11,
2023
RMB64,176 RMB20,000,000 RMB40.54 Series A++ 80.67%
March 21,
2024
April 24, 2024 RMB33,176 RMB14,195,216 RMB55.66 Series B 73.46%
Changsha Shizaimang /H1118April 14, 2021 September 17,
2021
RMB50,000 RMB10,000,000 RMB26.02 Series A 87.59% 0.18%
HongShan Y aheng /H1118/H1118/H1118October 8,
2022
October 28,
2022
RMB591,392 RMB150,000,000 RMB32.99 Series A+ 84.27% 2.12%
5Y /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118January 13,
2023
February 11,
2023
RMB401,104 RMB125,000,000 RMB40.54 Series A++ 80.67% 1.44%
BA HM /H1118/H1118/H1118/H1118/H1118/H1118/H1118November 9,
2023
February 29,
2024
RMB106,574 RMB18,000,000 RMB21.97 (3) Series
A+++ (3)
89.52%
0.48%
April 22, 2025 April 24, 2025 RMB200,000 RMB10,878,000 RMB54.39 (5) Series B+ 74.07%
Shanghai Yihai /H1118/H1118/H1118/H1118November 9,
2023
November 20,
2023
RMB133,215 RMB52,499,682 RMB51.27 (3) Series A+++ 75.55%
0.57%
April 22, 2025 April 23, 2025 RMB200,000 RMB10,878,000 RMB54.39 (5) Series B+ 74.07%
Xiamen Black Ant /H1118/H1118/H1118November 9,
2023
November 20,
2023
RMB310,835 RMB52,500,000 RMB21.97 (3) Series
A+++ (3)
89.52%
1.48%March 21,
2024
March 27,
2024
RMB100,549 RMB43,022,459 RMB55.66 Series B 73.46%
Xiamen Hei Yi (6) /H1118/H1118/H1118November 9,
2023
February 28,
2024
RMB337,477 RMB86,999,682 RMB33.54 (3) Series
A+++ (3)
84.01% 1.21%
Haoxiangni Health
Food /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
December 18,
2023
December 18,
2023
RMB467,424 RMB200,000,000 RMB55.66 Series B 73.46% 1.68%
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 144 –


--- page 155 ---
Name of
Pre-IPO Investors
Date of
agreement
Date of
settlement of
consideration
Amount of
registered/
share capital
subscribed
for Consideration
Cost per
Share (2)
Round of
Pre-IPO
Investments
Discount to
the Offer
Price (1)
Shareholding in
our Company
upon Listing
(assuming the
Offer Size
Adjustment
Option and the
Over-allotment
Option are not
exercised)
Haoxiangni Y ouran /H1118/H1118December 18,
2023
December 18,
2023
RMB467,424 RMB200,000,000 RMB55.66 Series B 73.46% 1.68%
Jiandan Qiaochu /H1118/H1118/H1118December 18,
2023
December 18,
2023
RMB701,136 RMB300,000,000 RMB55.66 Series B 73.46% 2.52%
Hunan Xiaomang (7) /H1118/H1118December 30,
2024
April 23, 2025 RMB817,992 RMB360,000,000 RMB57.25 (5) Series B+ 72.70% 2.94%
HongShan Growth /H1118/H1118/H1118April 22, 2025 April 24, 2025 RMB5,724,214 RMB311,340,000 RMB54.39 (5) Series B+ 74.07% 2.67%
Notes:
(1) Calculated based on the assumption that the Offer Price is HK$233.10 per H Share (being the mid-point of the
indicative Offer Price range of HK$229.60 to HK$236.60).
(2) The cost per Share is calculated by dividing the total consideration paid by the relevant Pre-IPO Investor by
the current number of Shares held by it following the conversion into a joint stock company and Capitalization
of Capital Reserve.
(3) Each of BA HM, Xiamen Black Ant, Xiamen Hei Yi and Shanghai Yihai (the “ Black Ant Entities ”) is
ultimately owned by Mr. HE Y u. The difference in cost per Share for the Pre-IPO Investment by the Black Ant
Entities was due to the time difference of their respective investment in Super Ming Food Technology. In May
2023, BA HM, Xiamen Black Ant and Xiamen Hei Yi subscribed for the registered capital of Super Ming Food
Technology in the amount of RMB13,889, RMB40,509 and RMB26,620 at a consideration of RMB18,000,000,
RMB52,500,000 and RMB34,500,000, respectively, applying the same cost per share. In October 2023, in view
of Super Ming Food Technology’s rapid business growth, each of Xiamen Hei Yi and Shanghai Yihai further
subscribed for the registered capital of RMB17,361 of Super Ming Food Technology at a consideration of
RMB52,499,682. Such considerations were determined based on arm’s length negotiation amongst Super Ming
Food Technology and the relevant investors with reference to the then valuation and business prospects of
Super Ming Food Technology. Following the completion of the Super Ming Acquisition, to mirror their
respective equity interests in Super Ming Food Technology, the Black Ant Entities subscribed for an increased
registered capital of RMB106,574, RMB310,835, RMB337,477 and RMB133,215 of our Company,
respectively, for the consideration of RMB18,000,000, RMB52,500,000, RMB86,999,682 and
RMB52,499,682, which was the same amount of consideration paid by the Company for the acquisition of their
equity interests in Super Ming Food Technology. Specifically, the cost per share for Xiamen Hei Yi was
calculated by dividing its aggregated investment amount for its two rounds of investments in May 2023 and
October 2023 in Super Ming Food Technology by its total number of Shares held in the Company as at the date
of this prospectus.
(4) Series A+++ Pre-IPO investment refers to the acquisition of our registered capital by our Series A+++ Pre-IPO
Investors during the Super Ming Acquisition.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 156 ---
(5) The difference in cost per Share for Hunan Xiaomang’s investment agreed among the parties in December 2024
compared to other Series B+ Pre-IPO Investment in April 2025 was due to the Company’s capital increases
in April 2025, resulting in the dilution of the value of each Share.
(6) In April 2025, Xiamen Hei Yi transferred all its 1.30% shareholding interests in our Company as of the Latest
Practicable Date, representing 1.21% of the shareholding in our Company upon Listing (assuming the Offer
Size Adjustment Option and the Over-allotment Option are not exercised), to BA HM at a consideration of
RMB86,999,682, which was based on the same investment consideration when Xiamen Hei Yi first invested
in the Company with respect to such shareholding. Such consideration was settled on April 24, 2025. Xiamen
Hei Yi and BA HM are both controlled by Mr. HE Y u.
(7) In April 2025, Hunan Xiaomang transferred its 2% shareholding interests in the Company as of the Latest
Practicable Date, representing 1.87% of the shareholding in our Company upon Listing (assuming the Offer
Size Adjustment Option and the Over-allotment Option are not exercised), to Jindong Hong Kong at a
consideration of USD30 million, which was based on the same investment consideration when Hunan
Xiaomang first invested in the Company with respect to such shareholding interests. Such consideration was
settled on April 23, 2025. Hunan Xiaomang is wholly owned by Jindong Hong Kong.
Principal terms of the Pre-IPO Investments and Pre-IPO Investors’ Rights
The table below sets forth the other principal terms of the Pre-IPO Investments:
Use of proceeds from the
Pre-IPO Investments /H1118/H1118/H1118/H1118
We utilized the proceeds from the Pre-IPO Investments
for the principal business of our Group, including but
not limited to the growth and expansion of our Group’s
business and the general working capital purposes. As
of the Latest Practicable Date, all funds raised by the
Company from the Pre-IPO Investments have been
utilized.
Basis of determination of
the consideration /H1118/H1118/H1118/H1118/H1118/H1118/H1118
The considerations for the Pre-IPO Investments were
determined based on arm’s length negotiation amongst
the respective Pre-IPO Investors and our Group after
taking into consideration of the timing of the
investments, the status of our business operations and
the prospects of our Company.
Lock-up Period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Pursuant to the applicable PRC law, within the 12
months following the Listing Date, all existing
Shareholders (including the Pre-IPO Investors) cannot
dispose of any of the Shares held by them prior to the
Global Offering.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 157 ---
Special Rights of the
Pre-IPO Investors /H1118/H1118/H1118/H1118/H1118/H1118/H1118
The Pre-IPO Investors were granted customary special
rights, including but not limited to right of first refusal,
right of co-sale, anti-dilution, dividend rights,
liquidation preferences rights, redemption rights, drag-
along rights, director nomination rights and information
rights.
Pursuant to a termination agreement entered into,
among others, our Company, our Controlling
Shareholders and the Pre-IPO Investors dated April 27,
2025 (the “ Supplemental Agreement ”),
(1) the redemption rights against our Company (the
“Company Redemption Rights ”) and the liquidation
preferences rights against our Company were
automatically terminated one day prior to our
Company’s submission of first listing application to the
Stock Exchange. Such redemption rights are deemed
void ab initio and shall not resume under any condition;
and
(2) the redemption rights against our certain
Shareholders (including the Controlling Shareholders)
(the “ Company-side Shareholders Redemption
Rights ”) were automatically terminated one day prior to
our Company’s submission of first listing application to
the Stock Exchange, provided that the redemption rights
against our certain Shareholders so terminated shall
resume to be exercisable automatically upon the earliest
of the occurrence of the following events: (i) the listing
application is rejected by the Stock Exchange, the SFC
or the CSRC; (ii) the listing application is terminated or
withdrawn unilaterally by us; or (iii) the initial public
offering does not take place within 24 months upon
submission of the first listing application. For details,
please refer to note 35 of the Accountants’ Report.
All the other special rights of the Pre-IPO Investors
shall be terminated immediately upon Listing.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 158 ---
Article 143 of the Civil Code of the People’s Republic
of China (Պ) stipulates that a civil
legal act is valid if it is conducted by parties with the
requisite capacity for civil conduct, is based on genuine
intent, and does not contravene mandatory provisions of
laws, administrative regulations, or public order and
morals. Adhering to the principle of autonomy of will,
the Company and the Pre-IPO Investors explicitly
agreed that the Company Redemption Rights and
liquidation preference rights were irrevocably
terminated and deemed void ab initio. The
Supplemental Agreement contains no provisions for the
revival of the Company Redemption Right and
liquidation preference rights. Through the execution of
the Supplemental Agreement, while the clauses
concerning the Company Redemption Right and
liquidation preference rights have never been exercised,
both 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. Based on the above,
the PRC Legal Advisors are of the view that the
Company Redemption Right and liquidation preference
rights agreed upon by the Company and the Pre-IPO
Investors have been irrevocably terminated and shall be
deemed void ab initio. Regarding the other special
rights of the Pre-IPO Investors, the Supplemental
Agreement does not stipulate any clause providing for
voidness ab initio. Pursuant to the Supplemental
Agreement, the PRC Legal Adviser is also of view that
there is no warranty regarding the enforceability of the
redemption rights.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 159 ---
No Pre-IPO Investors had exercised their redemption
rights or liquidation preferences rights. Certain special
rights have been exercised by the Pre-IPO investors,
such as information rights and director nomination
rights. Such exercise of certain special rights prior to
the execution of the Supplemental Agreement does not
affect and is irrelevant to the conclusion drawn by the
PRC Legal Advisors that the Company Redemption
Rights and liquidation preference rights have been
irrevocably terminated and shall be deemed void ab
initio. The exercised special rights are independent and
unrelated to the Company Redemption Rights and
liquidation preference rights. For details, please refer to
note 29 of the Accountants’ Report.
The Company confirms that: (1) there are no other side
arrangements between the Company and the Pre-IPO
Investors or between the Company and the Shareholders
granting redemption rights (including the Controlling
Shareholders) in relation to the redemption right; and
(2) the Company has not provided any guarantee for the
Company-side Shareholders Redemption Rights under
the aforementioned arrangement in case of default by
such Shareholders. Each of the Shareholders granting
the redemption rights have also confirmed that there are
no other side arrangements between each of them and
the Pre-IPO Investors in relation to the redemption
right. Considering that the Company has no obligation
to repurchase the Shares, no redemption liability was
recorded during the Track Record Period. For details,
please refer to note 35 of the Accountants’ Report.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 160 ---
Strategic Benefits from Pre-
IPO Investments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
At the time of the Pre-IPO Investments, our Directors
were of the view that our Company would benefit from
the additional capital provided by the Pre-IPO
Investors’ investments in our Company (where
applicable), insights for industry, advice on business
expansion or strategic direction that the Pre-IPO
Investors may bring to our Company.
Our Directors are also of the view that the Pre-IPO
Investors’ investments in our Company demonstrated
their confidence in our Group’s operations and served as
an endorsement of our Company’s performance,
strengths and prospects.
Compliance with the Pre-IPO Investment Guidance
On the basis that (i) the Listing Date, being the first trading day of trading of Shares on
the Stock Exchange, will take place no earlier than 120 clear days after completion of the
Pre-IPO Investments; (ii) the redemption rights granted to the Pre-IPO Investors have been
terminated before the Company first filed its listing application to the Stock Exchange, and
(iii) all other special rights granted to the Pre-IPO Investors shall be terminated upon Listing,
the Joint Sponsors confirm that the Pre-IPO Investments are in compliance with the guidance
in Chapter 4.2 of the Guide for New Listing Applicants.
Specifically, regarding the position that the redemption rights (the “ Redemption
Rights ”) granted by the Company to the Pre-IPO Investors had been irrevocably terminated
and shall be void ab initio, the Joint Sponsors have conducted due diligence work including,
among others: (i) reviewing the shareholders’ agreements entered into by our Company and the
then Shareholders from April 2021 to March 2024 and the supplemental agreement in relation
to the termination of special rights; (ii) reviewing the legal opinion issued by the PRC Legal
Advisors; and (iii) discussing with the PRC Legal Advisors and the Joint Sponsors’ PRC legal
advisors to understand the treatment of the Redemption Right under PRC laws. Based on the
due diligence work conducted, nothing has come to the Joint Sponsors’ attention that would
reasonably cause them to cast doubt on the Company’s and the PRC Legal Advisors’ views
above.
Information about our Pre-IPO Investors
Set out below is a description of our Pre-IPO Investors as of the Latest Practicable Date.
To the best knowledge of our Directors, each of the following Pre-IPO Investors is an
Independent Third Party.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 161 ---
Gaorong V entures
Gaorong LKZN Holding Limited is a limited liability company incorporated in Hong
Kong on February 2, 2021. It is owned by Gaorong Partners Fund V , L.P . and Gaorong Partners
Fund V-A, L.P .(collectively, “ Gaorong Funds ”) as to 87% and 13% respectively, which are in
turn managed and controlled by their general partner Gaorong Partners V Ltd. (together with
Gaorong Funds, “ Gaorong Ventures ”).
Gaorong V entures is a sophisticated investor and a leading venture capital firm focusing
on early and growth-stage investments in the new consumption, new technology, enterprise
services and healthcare-related sectors.
Haoxiangni
Haoxiangni Health Food is a company listed on the Shenzhen Stock Exchange (stock
code: 002582.SZ). Jiandan Qiaochu is a limited liability company established in the PRC on
June 17, 2022 and is wholly owned by Haoxiangni Health Food.
Haoxiangni Y ouran is a limited liability company established in the PRC on April 12,
2022 and is wholly owned by Zhengzhou Shushang Grain Warehouse Trading Co., Ltd. ( ቍψ
ʮ̡), which is in turn ultimately wholly owned by Haoxiangni Health
Food.
HongShan Hanchen and HongShan Yaheng
HongShan Hanchen is a limited partnership established in the PRC. Its principal business
is to make equity investments in private companies. The general partner of HongShan Hanchen
is Shenzhen HongShan Antai Equity Investment Partnership (Limited Partnership) (ӄ
ᛆҳ༟ΥྫΆุ(Υྫ)) (“ HongShan Antai ”), a limited partnership established in
the PRC. HongShan Antai is ultimately controlled by Mr. Zhou Kui ( մඃ). HongShan Hanchen
has a sole limited partner, Shenzhen HongShan Y uechen Investment Partnership (Limited
Partnership) (ԕҳ༟ΥྫΆุ(Υྫ)), holding approximately 99.9% of the
partnership interest.
HongShan Y aheng is a limited partnership established in the PRC. Its principal business
is to make equity investments in private companies. The general partner of HongShan Y aheng
is Xiamen HongShan Kunteng Investment Partnership (Limited Partnership) (ӄտᙜҳ
༟ΥྫΆุ(Υྫ)) (“ HongShan Kunteng ”), a limited partnership established in the PRC.
HongShan Kunteng is ultimately controlled by Mr. Zhou Kui ( մඃ). HongShan Y aheng has a
sole limited partner, Xiamen HongShan Peiheng Equity Investment Partnership (Limited
Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)), holding approximately 99.9% of
the partnership interest.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 162 ---
HongShan Growth
HongShan Growth is an exempted company with limited liability incorporated in the
Cayman Islands. HongShan Growth is a wholly-owned subsidiary of HongShan Capital Growth
Fund VII, L.P . The general partner of HongShan Capital Growth Fund VII, L.P ., is HSG
Growth VII Management, L.P . The general partner of HSG Growth VII Management, L.P . is
HSG Holding Limited, a wholly-owned subsidiary of SNP China Enterprises Limited. Neil
Nanpeng Shen is the sole shareholder of SNP China Enterprises Limited.
Xiamen Black Ant, Shanghai Yihai and BA HM
Xiamen Black Ant is a limited partnership incorporated in the PRC on May 31, 2021. It
has Xiamen Yiyuan Investment Partnership (Limited Partnership) (අ๕ҳ༟ΥྫΆุ	Ϟ
Υྫ)( “ Xiamen Yiyuan ”) as its general partner and more than 20 limited partners. None of
these limited partners holds more than 30% of limited partnership interests in Xiamen Black
Ant. Xiamen Black Ant invests in high growth enterprises in consumer section, especially those
with innovative business models and high market potential in the PRC and global markets.
Shanghai Yihai is a limited partnership incorporated in the PRC on November 23, 2021
with Xiamen Yiyuan as its general partner holding 0.01% partnership interests; and Xiamen
Black Ant as its sole limited partner holding 99.99% partnership interest therein.
Each of Xiamen Black Ant, Shanghai Yihai and Xiamen Yiyuan is ultimately controlled
by Mr. HE Y u.
BA HM is a limited liability company established in Hong Kong on December 24, 2020,
principally focusing on investment opportunities in consumer industries and other related
industries in China. BA HM is owned by BA Capital Fund III, L.P . as to 98% and BA Capital
Limited as to 2%. BA Capital Limited is the general partner of BA Capital Fund III, L.P . Each
of BA Capital Fund III, L.P . and BA Capital Limited is ultimately controlled by Mr. HE Y u.
5Y
5Y Growth Holding I HK Limited is a limited company established in Hong Kong on
March 25, 2021. 5Y is owned by 5Y Capital Growth Fund I, L.P . and 5Y Capital Growth Fund
I Co-Investment, L.P ., each of which is an exempted limited partnerships established in the
Cayman Islands, and is in turn controlled by 5Y Capital GP Limited, their general partner. Mr.
Qin Liu is entitled to exercise or control the exercise of 100% of the voting power of all issued
shares in 5Y Capital GP Limited at its general meeting.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 163 ---
Discounter Seed HK
Discounter Seed HK is a limited liability company established in Hong Kong on April 13,
2021. Its principal business is making equity investments. Discounter Seed HK is ultimately
controlled by GenBridge Capital Fund II, L.P ., which is a private equity investment fund
managed by GenBridge Capital (༟͉). GenBridge Capital (༟͉) was founded in
2016 and is a professional investment manager dedicating to investing in Chinese consumer
sectors with a focus on the new generation of brands, retail and services.
Hunan Xiaomang
Hunan Xiaomang is a limited liability company incorporated in the PRC on December 5,
2024. Hunan Xiaomang is principally engaged in equity investment. Hunan Xiaomang is
wholly owned by Jindong (Hong Kong) Holding Limited (؇ݵ(ಥ)ʮ̡)( “Jindong
Hong Kong ”).
Changsha Shizaimang
Changsha Shizaimang is a limited partnership established in the PRC on November 8,
2021. Changsha Shizaimang was owned as to approximately (i) 0.1% by Mr. Y an as its general
partner; (ii) approximately 99.9% by Mr. Wang Y utong and two other Independent Third Parties
as its limited partners.
PRC REGULATORY REQUIREMENTS
Our PRC Legal Adviser has confirmed that the aforesaid capital increases and equity
transfers have properly and legally completed with the applicable PRC laws and regulations in
all material respects.
PUBLIC FLOAT
1,920,449 Domestic Unlisted Shares held by Changsha Shizaimang and Mr. Wang Y utong
(representing approximately 0.90% of our total issued Shares upon Listing (assuming the Offer
Size Adjustment Option and the Over-allotment Option are not exercised)) will not be
considered as part of the public float as such Domestic Unlisted Shares will not be converted
into H Shares.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 164 ---
Among the 198,079,551 H Shares to be converted from Domestic Unlisted Shares
pursuant to the Full Circulation Application of the Company and listed on the Stock Exchange:
(a) the 140,416,261 H Shares to be converted from Domestic Unlisted Shares pursuant
to the Full Circulation Application of the Company and listed on the Stock Exchange
(representing approximately 65.58% of our total issued Shares upon Listing
(assuming the Offer Size Adjustment Option and the Over-allotment Option are not
exercised)) will not be counted towards the public float for the purpose of Rule 8.08
of the Listing Rules after the Listing as such Shares are being held or controlled by
the core connected persons of the Company; and
(b) the 57,663,290 H Shares to be converted from Domestic Unlisted Shares pursuant
to the Full Circulation Application of the Company and listed on the Stock Exchange
(representing approximately 26.93% of our total issued Shares upon Listing
(assuming the Offer Size Adjustment Option and the Over-allotment Option are not
exercised)) will be counted towards the public float for the purpose of Rule 8.08 of
the Listing Rules after the Listing as these entities are not held or controlled by the
core connected persons of our Company upon Listing nor are they accustomed to
take instructions from the 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 the Company’s core connected
persons.
Rule 19A.13A of the Listing Rules requires that there must be an open market in the
securities for which listing is sought. This will normally mean that for a class of securities new
to listing, at least a minimum prescribed percentage of that class of securities must be held by
the public at the time of listing. Where the expected market value of the class of securities at
the time of listing is over HK$30,000,000,000, the minimum prescribed percentage is
determined at the higher of: (i) the percentage that would result in the expected market value
of such securities held by the public to be HK$4,500,000,000 at the time of listing; and (ii)
10%. Assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised, based on an Offer Price of (i) HK$229.60 per Share (being the minimum Offer Price
of the indicative Offer Price range), the market capitalization of our total issued Shares
immediately upon Listing is expected to be HK$49,158 million; (ii) HK$233.10 per Share
(being the mid-point of the indicative Offer Price range), the market capitalization of our total
issued Shares immediately upon Listing is expected to be HK$49,907 million; and (iii)
HK$236.60 per Share (being the maximum Offer Price of the indicative Offer Price range), the
market capitalization of our total issued Shares immediately upon Listing is expected to be
HK$50,656 million. Accordingly, at least 10% of the total number of issued shares must be
held by public upon Listing (based on the minimum Offer Price of the indicative Offer Price
range).
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 165 ---
Taking into account the Global Offering (assuming the Offer Size Adjustment Option and
the Over-allotment Option are not exercised), 71,764,390 Shares, representing 33.52% of our
total issued Shares upon Listing, will be counted towards to the public float of our Company
according to Rule 8.08 (as amended and replaced by Rule 19A.13A) of the Listing Rules,
which is higher than the prescribed percentage of H Shares required to be held in public hands
of 10% under Rule 19A.13A(1) of the Listing Rules calculated based on the Offer Price of
HK$229.60 per Offer Share (being the low-end of the Offer Price range), thereby satisfying
Rule 8.08(1) (as amended and replaced by Rule 19A.13A) of the Listing Rules.
FREE FLOAT
Taking into consideration the number of issued share capital of the Company, Offer
Shares to be issued under the Global Offering, Shares held by the existing Shareholders subject
to lock-up requirement under the PRC laws and regulations, and Shares to be allocated to
cornerstone investors, the expected market value of the H Shares being held by the public and
not subject to any disposal restrictions at the time of Listing under Rule 19A.13C of the Listing
Rules would amount to approximately HK$1,717.8 million, assuming an Offer Price of
HK$229.60 per Offer Share (being the low-end of the Offer Price range) and assuming the
Offer Size Adjustment Option and the Over-allotment Option are not exercised. Accordingly,
the Company will satisfy the free float requirement under Rule 19A.13C of the Listing Rules.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 166 ---
CORPORATE AND SHAREHOLDING STRUCTURE
The following diagram sets forth the corporate structure of our Group immediately before the completion of the Global Offering:
100%
Liu Wei
Our Company
Li Wei Zhu Lang
100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
100% 100% 100% 100% 100% 100%
25.75% 4.34% 4.10% 0.19% 0.78% 0.54% 3.44% 22.69% 2.37% 3.23% 2.83% 2.97%
65.37%
17.63%
Chongqing
Super Ming
Shanghai
Mingmang
100%
Yichun
Mingmang
Changsha
Kuaimang
Changsha
Chaomang
Chengdu
Qimang
Changsha
Baimang
Changsha
Mingmang
Changsha Busy
Snacks
Sichuan Busy
Snacks
Changsha
Shengmang
Hunan
Zhanmang
Guangdong
Busy Snacks
Jiangxi
Busy Snacks
Hunan Busy
Ming Cultural
Yueyang
Yuemang
Guangdong
Hengqin Yuyan
Nanchang
Mingmang
Shanghai
Xinyang
100%
HK
Mingmang
100%
Yuemang
Supply Chain
Hubei Busy
Snacks
Super Ming Food
Technology
100%
Changsha
Xiaomang
100%
Hangzhou
Mingmang

Super Ming
Trading
100%
Changsha
Fun Snacks
Xiamen Super
Ming
Wuhu Super
Ming
Zhengzhou
Super Ming
Guangzhou
Super Ming
Shandong
Super Ming
Mr. Yan(9) Mr. Zhao(8)
Changsha
Zhongmang(1)
Changsha
Xunmang(2)
Changsha
Shizaimang(10)
Changsha
Jianmang(3)
Changsha
Lingmang(4)
Yichun
Yikouniao(5)
Shanghai
Bird Nest(6)
Shanghai
Anyicheng(7)
65.32% 54.82% 0.10% 3.41% 0.001% 14.35%
Mr. Wang
Yutong(10)
0.77% 26.00%
Pre-IPO
Investors
21.68%
Notes:
(1) As of the Latest Practicable Date, Changsha Zhongmang, an employee shareholding platform of our Company, was owned as to approximately (i) 65.32% by Mr. Y an as its
general partner; (ii) 13.84% by Mr. Wang Y utong as one of its limited partners; and (iii) 20.83% by other 35 individuals who are all current or former emp loyees of our Company
as its limited partners. Other than Mr. Y an and Mr. Wang Y utong, none of the partners held more than 10% of the partnership interests in Changsha Zhongma ng. As of the Latest
Practicable Date, other than Mr. Wang Y utong, Mr. Liao Song (ؒa director of each of Changsha Shengmang, Nanchang Mingmang, Changsha Chaomang and Changsha
Mingmang) and Mr. Chen Chao (a director of Shanghai Xinyang), none of the limited partners of Changsha Zhongmang is a core connected person of our Compa ny. As of the
Latest Practicable Date, the core connected persons of the Company collectively held approximately 80.21% partnership interests of Changsha Zhong mang.
(2) As of the Latest Practicable Date, Changsha Xunmang, an employee shareholding platform, was owned as to approximately (i) 54.82% by Mr. Y an as its g eneral partner; (ii)
12.21% by Mr. Wang Y utong as one of its limited partners; and (iii) 32.97% by 22 individuals who are all current employees of our Company as its limited pa rtners. Other than
Mr. Y an and Mr. Wang Y utong, none of the partners held more than 10% of the partnership interests in Changsha Xunmang. As of the Latest Practicable Date, other than Mr.
Wang Y utong, Ms. Huang Lingyu (͗) (a director of Hunan Busy Ming Cultural and a supervisor of Changsha Baimang), Mr. Tang Weinan (ਃӲ) (a director of Sichuan
Busy Snacks) and Mr. Chen Chao, none of the limited partners of Changsha Xunmang is a core connected person of our Company. As of the Latest Practicable D ate, the core
connected persons of the Company collectively held approximately 71.10% partnership interests of Changsha Xunmang.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 167 ---
(3) As of the Latest Practicable Date, Changsha Jianmang, an employee shareholding platform of our Company, was owned as to approximately (i) 3.41% by Mr. Y an as its general
partner; and (ii) 96.59% by 11 individuals who are all current employees of our Company as its limited partners. As of the Latest Practicable Date, amon g the partners of
Changsha Jianmang, (i) Mr. Deng Chaopeng ( ቎൴㍝), Mr. Li Xiangyang ( ҽΣජ) and Mr. Zhang Jiang held approximately 15.03%, 13.68% and 12.03% partnership interests
in Changsha Jianmang, respectively. Save as above, none of the partners of Changsha Jianmang held more than 10% of its partnership interests; and (ii) other than Mr. Zhang
Jiang ( ੵϪ) (a director of Shandong Super Ming and our financial director), none of the limited partners of Changsha Jianmang is a core connected person of our Com pany.
(4) As of the Latest Practicable Date, Changsha Lingmang, an employee shareholding platform of our Company, was owned as to approximately (i) 14.35% b y Mr. Y an as its general
partner; and (ii) 85.65% by 12 individuals who are all current employees of our Company as its limited partners. As of the Latest Practicable Date, amon g the partners of
Changsha Lingmang, (i) Mr. Qin Y ong ( ൕኹ), Mr. Y an, Mr. Luo Kun ( ᖯտ) and Mr. Deng Guang ( ቎Έ) held approximately 24.98%, 14.35%, 14.28% and 10.71% partnership
interests in Changsha Lingmang, respectively. Save as above, none of the partners of Changsha Lingmang held more than 10% of its partnership interest s; and (ii) other than
Ms. Huang Lingyu and Mr. Luo Kun ( ᖯտ) (a supervisor of Guangdong Busy Snacks), none of the limited partners of Changsha Lingmang is a core connected person of our
Company. As of the Latest Practicable Date, the core connected persons of the Company collectively held approximately 34.33% partnership interests of Changsha Lingmang.
(5) As of the Latest Practicable Date, Yichun Yikouniao, an employee shareholding platform of our Company, was owned as to approximately (i) 0.001% by Mr. Y an as its general
partner; (ii) 21.68% by Mr. Zhao as its limited partner; (iii) 2.41% by Mr. Wang Ping’an, our executive Director, as one of its limited partners; (iv) 3. 80% by Changsha Xiaoming
Enterprise Management Partnership (Limited Partnership) (ӍወჼΆุ၍ଣΥ͹Άุ(Υ͹)) (“ Changsha Xiaoming ”) as one of its limited partners. The general partner
of Changsha Xiaoming is Mr. Y an, holding approximately 3.05% of its partnership interests, and the limited partners of Changsha Xiaoming are 47 indiv iduals who are all current
employees of our Company; and (v) 72.11% by other 33 individuals who are all current employees of our Company as its limited partners. As of the Latest Pr acticable Date,
among the partners of Yichun Yikouniao, (i) Mr. Sun Jing (౺) and Mr. Zhao held approximately 42.28% and 21.68% partnership interests in Yichun Yikouniao, respectively.
Save as above, none of the partners of Yichun Yikouniao held more than 10% of its partnership interests; and (ii) other than Mr. Zhao, Mr. Wang Ping’an, M r. Y ao Wenchao
(˖൴) (a director of Super Ming Food Technology), Mr. Zhang Wei ( ੵਃ) (a director of Wuhu Super Ming) and Mr. Huang Y ongning ( ර͑ྐྵ) (a supervisor of Super Ming
Food Technology), none of the limited partners of Yichun Yikouniao or Changsha Xiaoming is a core connected person of our Company. As of the Latest Prac ticable Date, the
core connected persons of the Company collectively held approximately 34.29% partnership interests of Yichun Yikouniao.
(6) As of the Latest Practicable Date, Shanghai Bird Nest was owned by Mr. Zhao, Mr. Y an and Ms. Gao Caifang (ٹڕas to 65.37%, 17.63% and 17%, respectively. Ms. Gao
Caifang is the spouse of Mr. Zhao.
(7) As of the Latest Practicable Date, Shanghai Anyicheng was owned by Mr. Wang Ping’an and Ms. Chen Y anfang ( ௓ᜮ˙) as to 51% and 49%, respectively. Ms. Chen Y anfang
is the spouse of Mr. Wang Ping’an.
(8) Mr. Y an and Mr. Zhao have been acting in concert with respect to the exercising of voting rights in the general meeting of our Company since the Comple tion of the Super
Ming Acquisition in November 2023. As such, Mr. Y an and Mr. Zhao, as well as their controlled entities, namely Changsha Xunmang, Changsha Jianmang, Ch angsha Lingmang,
Changsha Zhongmang, Changsha Shizaimang, Shanghai Bird Nest and Yichun Yikouniao, are together entitled to control the exercise of approximately 6 1.83% of the voting
rights in the issued Shares of our Company as of the Latest Practicable Date.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 168 ---
(9) In April 22, 2025, Mr. Y an acquired approximately 17.63% equity interests in Shanghai Bird Nest from Mr. Zhao at a consideration of RMB435,120,000 (“Mr. Y an
Acquisition ”). On the same date, considering the mutual trust accumulated through the previous investments history between the Company and Hongshan, as well as H ongshan’s
strong financial capabilities, Mr. Y an and Xiamen Hongshan Xingrui Innovation Technology Co., Ltd. (ʮ̡)( “ Hongshan Xingrui ”) entered into
an agreement, pursuant to which 46.14% and 48.84% partnership interests in Changsha Zhongmang and Changsha Xunmang and 17.63% equity interests in Sh anghai Bird Nest
held by Mr. Y an, respectively, shall be placed under pledge as security in favor of Hongshan Xingrui for the purpose of the loan facility of RMB435,120, 000 provided by
Hongshan Xingrui to Mr. Y an (the “ Loan ”) with a 8% annual interest rate to fund the Mr. Y an Acquisition (the “ Equity Interests Pledge ”). Hongshan Xingrui is ultimately
controlled by Mr. Zhou Kui. The terms of the repayment of the Loan shall be three years commencing from the date of the draw-down of the Loan (the “ Three-year Period ”),
which may be further extended for one year upon mutual consent, and Hongshan Xingrui shall not enforce the Equity Interests Pledge before the expiry of the Three-year Period.
In addition, assuming that the Company completed the Listing within the three-year period, Hongshan Xingrui agrees not to enforce the Equity Interes ts Pledge within 12 months
upon the Listing. Considering Mr. Y an is the general partner of Changsha Zhongmang and Changsha Xunmang, and Shanghai Bird Nest is controlled by Mr. Zh ao as to more
than 50%, and taking into consideration the act in concert arrangement between Mr. Y an and Mr. Zhao, in the unlikely event that the Equity Interests Ple dge was enforced by
Hongshan Xingrui, the voting rights controlled by Mr. Y an and Mr. Zhao in our Company through each of Changsha Zhongmang, Changsha Xunmang and Shangha i Bird Nest
will not be affected.
(10) At the time of its establishment, Changsha Shizaimang was held by (i) Mr. Y an as to 0.1% as its general partner; (ii) 79.90% by Mr. Wang Y utong as its l imited partner; and
(iii) 10% by each of the two other Independent Third Parties as limited partners. In November 2023, for the purpose of rewarding Mr. Wang Y utong for his c ontribution to our
Group, Changsha Shizaimang subscribed for an additional RMB199,824 of our registered capital at the consideration of the equivalent amount of such i ncreased registered
capital, which was designated to Mr. Wang Y utong. Accordingly, the limited partnership interests of Mr. Wang Y utong in Changsha Shizaimang shall be i ncreased from 79.90%
to approximately 96.00%. However, when updating the registration information for change of the limited partnership interests, the two other Indepe ndent Third Parties refused
to grant such consent to cooperate, claiming that they should also have pro rata interests in such increased registered capital held by Changsha Shiza imang, while they made
no additional capital contribution to Changsha Shizaimang.
Accordingly, in March 2025, Mr. Wang Y utong filed a lawsuit against Changsha Shizaimang in Changsha Tianxin District People’s Court (the “ Court ”) with our Company and
Mr. Y an as general partner of Changsha Shizaimang listed as a third party of the litigation, requesting our Company to register the RMB199,824 registe red capital of the Company
(representing approximately 0.77% of the shareholding interests in our Company as of the Latest Practicable Date) directly under the name of Mr. Wang Y utong, and Changsha
Shizaimang shall cooperate in completing the above change of interest in the registered capital of our Company (the “ Shareholding Disputes ”).
The first-instance judgment was issued on August 7, 2025 and the Court ruled in favor of Mr. Wang Y utong. On August 16, 2025, the two other Independent Th ird Parties (being
the third parties to the Shareholding Disputes) filed an appeal against the first-instance judgement at Changsha Intermediate People’s Court (the “ Appellate Court ”). On
November 5, 2025, the Appellate Court issued the second-instance judgment, which granted the motion to withdraw the appeal made by one of the Independ ent Third Party
and dismissed the appeal made by the other Independent Third Party and affirmed the first-instance judgment, which is conclusive and binding. As advi sed by the PRC Legal
Adviser, Mr. Wang Y utong is therefore entitled to the Disputed Interests as of the date of service of the second-instance judgment, which is November 7 , 2025. As such, the
disputed shareholding interests are transferred directly under Mr. Wang Y utong.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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--- page 169 ---
The following diagram sets forth the corporate structure of our Group immediately after the completion of the Global Offering (assuming the
Offer Size Adjustment Option and the Over-allotment Option are not exercised):
100%
Liu Wei
Our Company
Li Wei Zhu Lang
100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
100% 100% 100% 100% 100% 100%
24.06% 4.05% 3.83% 0.18% 0.73% 0.50% 3.22% 21.19% 2.21% 3.02% 2.65% 2.78% 0.72%
65.37%
Chongqing
Super Ming
Shanghai
Mingmang
100%
Yichun
Mingmang
Changsha
Kuaimang
Changsha
Chaomang
Mr. Wang
Yutong(10)
Chengdu
Qimang
Changsha
Baimang
Changsha
Mingmang
Changsha Busy
Snacks
Sichuan Busy
Snacks
Changsha
Shengmang
Hunan
Zhanmang
Guangdong
Busy Snacks
Jiangxi
Busy Snacks
Hunan Busy
Ming Cultural
Yueyang
Yuemang
Guangdong
Hengqin Yuyan
Nanchang
Mingmang
Shanghai
Xinyang
100%
HK
Mingmang
100%
Yuemang
Supply Chain
Hubei Busy
Snacks
Super Ming Food
Technology

Super Ming
Trading
Xiamen Super
Ming
Wuhu Super
Ming
Zhengzhou
Super Ming
Guangzhou
Super Ming
Shandong
Super Ming
Mr. Yan(9)
Changsha
Zhongmang(1)
Changsha
Xunmang(2)
Changsha
Shizaimang(10)
Changsha
Jianmang(3)
Changsha
Lingmang(4)
Yichun
Yikouniao(5)
Shanghai
Bird Nest(6)
Shanghai
Anyicheng(7)
65.32% 54.82% 0.10% 3.41%
26.50% 6.59%
Pre-IPO
Investors
Other public
Shareholder
Mr. Zhao(8)
0.001%14.35% 21.68%
17.63%
100%
Changsha
Xiaomang
100%
Hangzhou
Mingmang
100%
Changsha
Fun Snacks
Notes:
(1)-(10): Please refer to the shareholding and corporate structure immediately prior to the completion of the Global Offering.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
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OVERVIEW
Who We Are
We are an established and robustly growing food and beverage retailer in China. Stores
within our store network are predominantly located in high-traffic, highly visible and easily
accessible street-side locations. We are dedicated to offering a joyful and comfortable browsing
and shopping experience. We provide a wide variety of value-for-money products and
frequently launched new SKUs. We were founded on our founders’ commitment to meeting the
demand for affordable and high-quality snacks among consumers. Through supply chain
streamlining and ongoing product portfolio improvement, we have redefined our product
portfolio and the retail pricing system, adopting the value retail model. The unique experience
we have accumulated in snacks also benefited our expansion into a broader range of product
categories. As of September 30, 2025, our store network comprised 19,517 stores covering 28
provinces and all city tiers in China, with approximately 59% of stores within our store
network located in counties and townships. In 2024, we recorded a GMV of RMB55.5 billion.
In the nine months ended September 30, 2025, we recorded a GMV of RMB66.1 billion,
representing an increase of 74.5% from the same period in 2024. According to Frost &
Sullivan, in terms of GMV of snack and beverage products in 2024, we are the largest chain
retailer in China; in terms of GMV of food and beverage products in 2024, we are the fourth
largest chain retailer in China and maintain a rapid growth. According to China Chain Store &
Franchise Association, we are one of the 2024 Top 10 chain stores in China, as well as the
fastest-growing chain store among the Top 10 chain stores in 2024. The following chart sets
forth our key operating metrics:
RMB55.5+bn
GMV1
19,517
Store Count2
1.6+bn
Annual Number of Orders1
No. 1
China’s Snack
and Beverage
Chain Retailers1, 3
China’s Food
and Beverage
Chain Retailers1, 3
No. 4
3,997
Total Number of In-stock SKUs2
~59%
% of Stores Located in
Counties and Townships2
~25%
Products Offered at Prices on
Average Lower than Offline
Supermarkets Channels4
Leader of
the Value
Retail Model3
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Notes:
1 The year ended December 31, 2024;
2 As of September 30, 2025;
3 According to Frost & Sullivan, in terms of retail sales value in 2024; and
4 According to Frost & Sullivan, compared with similar products available in the supermarket channel as of
December 31, 2024 (based on a comparative analysis of prices for a basket of commonly consumed snack and
beverage products of our Group and the supermarket channel).
We own two brands, “Busy for Y ou” (“ώ”) and “Super Ming” (“࠮.)”
Busy for Y ou” was founded by Mr. Y an Zhou in March 2017 in Changsha, Hunan Province.
“Super Ming” was founded by Mr. Zhao Ding in January 2019 in Yichun, Jiangxi Province.
Given the complementary regional coverage and established consumer recognition, we adopted
a dual-brand strategy after the Super Ming Acquisition. See “History, Development and
Corporate Structure — Major Acquisition — The Super Ming Acquisition.” We have deeply
integrated operational and management processes and achieved a unified Group brand.
According to Frost & Sullivan, we are consumers’ top one choice for snack and beverage
specialty retailers in China.
During the Track Record Period, our store network, GMV and order volume all achieved
steady growth. The Super Ming Acquisition partially contributed to our business growth from
2022 to 2023. Our number of stores increased from 1,902 as of December 31, 2022 to 6,585
as of December 31, 2023; 2,433 stores were acquired through the Super Ming Acquisition in
November 2023. Our GMV increased to RMB15,325 million in 2023 from RMB6,447 million
in 2022; the acquired Super Ming stores contributed RMB1,375 million (representing the GMV
generated by these stores in December 2023), accounting for 9.0% of our total GMV in 2023.
Our total number of orders increased to 423 million in 2023 from 175 million in 2022; the
acquired Super Ming stores contributed 36 million orders (representing the number of orders
placed in these stores in December 2023), accounting for 8.5% of the total number of orders
in 2023. In addition to the Super Ming Acquisition, our growth in 2023 compared to 2022 was
mainly driven by our operational expertise and market insight, demonstrating strong organic
growth of our existing operations of Busy for Y ou. After the Super Ming Acquisition, in 2024
and the nine months ended September 30, 2025, our two brands, now unified under integrated
operations and management, have together propelled our sustained development.
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Our Value Retail Model Addresses the Pain Points in China’s Snack and Beverage Retail
Industry
Traditional retail model for snack and beverage products typically prioritize sales and
production efficiency. They rarely deeply empathize with consumers to grasp their purchasing
demand and habits. Furthermore, numerous price markups obstruct the complete realization of
consumer demand, while multiple layers of intermediaries in the industry chain impede swift
responses to consumers’ changing tastes. Nor does the traditional retail model provide a varied
product selection, resulting in outdated and homogeneous products that lack emphasis on
quality and sales potential. In addition, the supply chain and infrastructure of traditional retail
model are underdeveloped in lower-tier markets, leading to considerable unmet consumer
demand for affordable products.
We are a leader of the value retail model, addressing industry pain points through creating
a joyful and comfortable browsing and shopping experience, inventively developing product
portfolio, as well as streamlining supply chain:
Rich and diverse products as well as a joyful and comfortable browsing and shopping
experience . Driven by our consumer-centered product portfolio development philosophy and
efficient product selection mechanism, we have created a product portfolio with diverse
products and frequently launched new SKUs. Each store within our store network generally
offers no fewer than 1,800 SKUs. According to Frost & Sullivan, our average SKU count per
store is twice that of snack and beverage products in similarly sized supermarkets, fully
meeting consumers’ needs for diversity. We believe that the in-store experience is crucial for
continuously attracting and maintaining active engagement with consumers. Therefore, we
strive to provide a joyful and comfortable browsing and shopping experience to consumers
through multiple aspects, including lighting, product display and store flow design. In addition,
we host a variety of interactive in-store activities that integrate shopping, entertainment and
socializing. The unique store design and in-store events increase the time consumers spend in
stores within our store network and further boost the market recognition of stores within our
store network.
Product selection and customization centered on consumer needs . In 2024 and the nine
months ended September 30, 2025, more than 1.6 billion and 2.1 billion orders were placed in
stores within our store network, respectively, allowing us to accumulate deep insights into
consumers’ preferences, purchasing behavior and evolving trends in tastes. We engage in the
customization of products based on consumer needs. As of September 30, 2025, approximately
34% of our SKUs are customized in collaboration with the producers and brand owners. We
have also lowered the threshold for trying new products by offering customized small-
packaged products and weight-priced individual-pack products. Furthermore, we have
established a standardized product selection decision-making mechanism consisting of initial
selection, trial tastings, trial sales and product promotion. In 2024 and the nine months ended
September 30, 2025, we on average introduced hundreds of new products each month,
continuously providing consumers with fresh and exciting product experiences while setting
taste trends in the snack and beverage industry.
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Streamlined supply chain to enhance the value for money of products . We optimized
and greatly simplified the value chain from production to end-sales. The majority of our
products are directly supplied by producers or brand owners and sold directly to end consumers
through our store network. Benefiting from our streamlined supply chain and significant
economies of scale, our high-quality products, are priced approximately 25% lower than the
average for similar products available in the supermarket channel as of December 31, 2024,
according to Frost & Sullivan (based on a comparative analysis of prices for a basket of
commonly consumed snack and beverage products of our Group and the supermarket channel).
Wide coverage of lower-tier markets . We remain committed to serving the public,
thoroughly penetrating lower-tier markets. As of September 30, 2025, our store network
comprised 19,517 stores, with approximately 59% located in counties and townships. Our store
network reached 1,224 counties as of December 31, 2024, accounting for approximately 66%
of all counties in China as of the same date. Our store network further reached 1,341 counties
as of September 30, 2025. This broad and deep store network coverage enables us to provide
consumers in all city tiers, counties and townships with products and services of consistently
high value for money.
We have also developed capabilities in full-stack digitalization and comprehensive
franchisee empowerment, which enable us to improve the efficiency and scale of our
operations, and lead the industry development:
Full-stack digitalization capabilities . According to Frost & Sullivan, as of December 31,
2024, we had the largest digitalization team among snack and beverage specialty retailers in
China and had developed full-stack digitalization capabilities covering product selection and
procurement, warehousing and logistics as well as franchisee and store management. We were
one of the first snack and beverage specialty retailers in China to build a digital order
management system which leverages data-driven predictions to monitor orders and auto-
generate order recommendations. We also launched fully digitalized warehouse and
transportation management systems (the “ WMS” and “ TMS”). The digital order management
system, WMS and TMS collaboratively, effectively improve supply chain efficiency across
procurement and inventory management. We have developed a smart retail middle platform and
are one of the first in the industry to introduce the digitalized store supervision tool. In
addition, we are one of the few companies in the industry to effectively address the digital and
accurate identification of weight-priced individual-pack products. Such smart retail middle
platform and product identification capability help ensure standardized store operations. The
smart retail middle platform also allows franchisees to monitor store operational data in real
time and enables us to provide franchisees with tailored operation improvement guidance that
facilitates the enhancement of store performance.
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Comprehensive franchisee empowerment . Different store types, geographic locations
and consumer demographics have distinct preferences for store display. Our visualized store
display templates help franchisees establish differentiated store flow design and product
display. This enables distinct store displays that emphasize individual characteristics. On the
other hand, despite different store display characteristics across stores within our store
network, we implement standardized management in aspects such as store renovation,
adjustments of product displays and customer service. We strive to provide comprehensive
training and guidance, establishing smooth communication channels and promptly addressing
their needs. Our comprehensive franchisee empowerment helps us build close and stable
franchisee relationships, allowing us to work alongside franchisees to deliver high-quality
products and services to consumers and ensuring that consumers enjoy a cohesive experience
and customer service across stores within our store network.
Under our value retail model, we accumulate insights into consumer demand, thereby
achieving product selection and customization. Benefiting from our scale purchasing, high
turnover rates and product quality advantage, and through stores at highly visible, easily
accessible locations, we offer consumers a wide variety of value-for-money products and
frequently launched new SKUs as well as a joyful and comfortable browsing and shopping
experience. Our full-stack digitalization and franchisee empowerment capabilities
comprehensively underpin our excellent operating capabilities. During the Track Record
Period, we achieved rapid growth far exceeding that of the snack and beverage retail industry.
The Super Ming Acquisition partially contributed to our business growth from 2022 to 2023.
Nonetheless, our growth in 2023 compared to 2022 was mainly driven by our operational
expertise and market insight, demonstrating strong organic growth of our existing operations
of Busy for Y ou. After the Super Ming Acquisition, in 2024 and the nine months ended
September 30, 2025, our two brands, now unified under integrated operations and management,
have together propelled our sustained development.
Outstanding Financial Performance
Our revenue was primarily derived from (i) sales of goods to franchisees and (ii) fees for
franchising services. Benefitting from our organic growth and acquisition, during the Track
Record Period, we recorded high-speed growth and robust profitability. Our revenue increased
by 140.2% from RMB4,285.7 million in 2022 to RMB10,295.3 million in 2023, and further
increased by 282.2% to RMB39,343.5 million in 2024, at a CAGR of 203.0% from 2022 to
2024. Our revenue increased by 75.2% from RMB26,465.5 million in the nine months ended
September 30, 2024 to RMB46,371.5 million in the nine months ended September 30, 2025.
The Super Ming Acquisition partially contributed to our revenue growth in 2023 from 2022.
Our revenue increased significantly to RMB10,295.3 million in 2023 from RMB4,285.7
million in 2022; the acquired Super Ming stores contributed RMB1,047.4 million, or 10.2% of
our total revenue in 2023. After the Super Ming Acquisition, in 2024 and the nine months ended
September 30, 2025, our two brands, now unified under integrated operations and management,
have together propelled our sustained revenue growth. We achieved adjusted net profit
(non-IFRS measure) of RMB81.5 million, RMB234.8 million and RMB912.6 million in 2022,
2023 and 2024, respectively, at a CAGR of 234.6% from 2022 to 2024. Our adjusted net profit
(non-IFRS measure) increased by 240.8% from RMB531.0 million in the nine months ended
September 30, 2024 to RMB1,809.9 million in the nine months ended September 30, 2025.
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OUR STRENGTHS
An Established Food and Beverage Retailer Continued Rapid Growth
According to Frost & Sullivan, the market size of China’s snack and beverage retail
industry reached RMB3.7 trillion in 2024, accounting for 53.0% of the total market size of
China’s food and beverage retail industry. In terms of GMV of snack and beverage products in
2024, we are the largest chain retailer in China; in terms of GMV of food and beverage
products in 2024, we are the fourth largest chain retailer in China, according to Frost &
Sullivan. As of September 30, 2025, our store network comprised 19,517 stores, representing
a net increase of 5,123 stores compared to December 31, 2024. As of the same date, our store
network covered 28 provinces and all city tiers across China, with approximately 59% located
in counties and townships, achieving deep penetration in these areas. Benefitting from our
organic growth and acquisition, in 2024, we recorded a GMV of RMB55.5 billion, representing
a year-on-year increase of 262.4% compared to 2023. In the nine months ended September 30,
2025, we recorded a GMV of RMB66.1 billion, representing a year-on-year increase of 74.5%
compared to the nine months ended September 30, 2024.
We continue to bring enjoyment to consumers in their shopping experience of snack and
beverage products, thereby building a large and loyal consumer base. As of September 30,
2025, the number of our registered members reached approximately 180 million, increasing
from 120 million as of December 31, 2024. We have established a deeply ingrained brand
image in the snack and beverage retail industry, firmly capturing consumer mindshare.
According to Frost & Sullivan, we are consumers’ top one choice for snack and beverage
specialty retailers in China.
We maintain leading advantages in product portfolio development capabilities, supply
chain efficiency, store experience, store network coverage and brand recognition, which create
a positive cycle that allows us to maintain our leading position in China’s snack and beverage
retail industry. Leveraging our above capabilities and industry leading position, we are well
positioned to capture significant growth opportunities in China’s snack and beverage retail
industry.
Outstanding Product Offering Capabilities Supported by Reliable Supply Chain
Outstanding Product Offering Capabilities Benefiting From our Unique Product Portfolio
Development Philosophy
“Product selection and customization centered on consumer needs” is our philosophy of
product portfolio development. In 2024 and the nine months ended September 30, 2025, more
than 1.6 billion and 2.1 billion orders were placed in stores within our store network,
respectively, allowing us to accumulate deep insights into consumers’ preferences, purchasing
behavior and trends in tastes and helping us select and customize products based on the needs
of consumers. As of September 30, 2025, we had 3,997 in-stock SKUs, among which
approximately 34% were customized. For example, we sharply identified consumers’
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preference for sesame paste flavors and innovatively developed sesame paste-flavored vegan
beef tripe in collaboration with the producers and brand owners. Such products received
widespread acclaim from consumers, with sales reaching more than 100 million units in 2024
and more than 960 million units in the nine months ended September 30, 2025. In addition, in
terms of product packaging, we strategically collaborate in the customization of small-pack
products and weight-priced individual-pack products. As of September 30, 2025,
approximately 38% of our products adopted the form of weight-priced individual pack,
significantly lowering the cost for consumers to try new products while offering a more
innovative product experience and continuing to attract repeat purchases.
In terms of product selection, we have established a standardized decision-making
mechanism consisting of initial selection, trial tastings, trial sales and product promotion. As
of September 30, 2025, we had a product selection team of 234 personnel who conduct in-depth
analysis and make decisions, focusing on characteristics and changing trends in consumer
demand. In addition, we have developed the “Everybody’s Picks” (“ۜWeChat
mini-program, allowing franchisees, store staff and our product selection team to provide
timely feedback on the most demanded products in the local market. When we launch a new
product, we conduct trial tastings and trial sales at selected stores in various regions before
launching a broader product promotion. This standardized decision-making mechanism of
initial selection, trial tastings, trial sales and product promotion allows us to quickly iterate
products as well as introduce special products tailored to factors such as seasons, regions and
holidays.
Driven by our product portfolio development philosophy centered on consumer needs and
an efficient product selection mechanism, we developed a diverse product portfolio that excels
in value for money and is frequently updated with newly launched SKUs. Our products cover
seven major product categories and more than 750 key brands. Each store within our store
network generally offers no fewer than 1,800 SKUs, twice that of snack and beverage products
in similarly sized supermarkets, according to Frost & Sullivan, fully meeting consumers’ needs
for diversity. Our products offer excellent value for money. According to Frost & Sullivan, our
products are priced approximately 25% lower than the industry average for similar products
available in the supermarket channel as of December 31, 2024. In 2024 and the nine months
ended September 30, 2025, we on average introduced hundreds of new products per month,
continually providing consumers with fresh and exciting product experiences.
Reliable Supply Chain Featuring Economies of Scale, Operational Efficiency and High
Quality
Reshaping of the supply chain . We optimized and greatly streamlined the value chain
from production to end-sales. The vast majority of our products are directly supplied by
producers and brand owners and are sold directly to consumers through our store network,
reducing intermediaries in the supply chain. In addition, we strive to shorten the credit terms
with suppliers to secure at more competitive procurement prices.
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Scale effects in the supply chain . As the largest chain retailer in China in terms of GMV
of snack and beverage products in 2024, we have a significant procurement volume, allowing
us to achieve substantial economies of scale and continually provide consumers with
value-for-money product offerings.
High-quality supplier resources . We insist on partnering with the industry-leading
producers in each sub-category of products that have sufficient production capacity and strong
capabilities in collaborative product development and customization, as well as excellent
product quality. As of September 30, 2025, approximately 50% of enterprises shortlisted on the
2024 Hurun China Food Industry Top 100 are collaborating with us.
Efficient warehousing and logistics systems . As of September 30, 2025, we had
strategically established a nationwide warehousing network with 48 warehouses based on our
store network. Stores within our store network are typically located within 300-kilometer
proximity to the nearest of our warehouses, which in general enable timely 24-hour delivery
to the stores. Our inventory turnover efficiency is significantly ahead of the industry average,
with inventory turnover days of 11.6 days in 2024 and 13.4 days in the nine months ended
September 30, 2025. Our overall warehousing and logistics costs, including expenses relating
to transportation expenses and warehousing service fees, at 1.5%, 1.6%, 1.7%, 1.8% and 1.7%
of our total revenue in 2022, 2023, 2024 and the nine months ended September 30, 2024 and
2025, respectively, which is industry-leading, according to Frost & Sullivan.
Strict food quality and safety control . Food quality and food safety are the foundations
of our business. We have established food quality and safety control systems for our supply
chain and store operations across the entire operation process from the source of products,
encompassing the evaluation of production, transportation, warehousing, in-store sales and
after-sales customer services. We have our own laboratory, and collaborate with third-party
testing organizations to conduct random product inspections. As of September 30, 2025, we
had 350 quality control personnel and continuously enhance their awareness and skills
regarding food quality and food safety.
A Joyful and Comfortable Browsing and Shopping Experience, with a Consistency
Enabled by Our Standardized Store Operations
Joyful and Comfortable Browsing and Shopping Experience
Our store designs focus on providing a joyful and comfortable browsing and shopping
experience through multiple designs, including lighting, product display and store flow design,
as well as customer services. Our eye-catching storefront signage, alongside neatly arranged
and abundant product displays, creates a comfortable browsing and shopping experience with
ample space between the shelves. Our staff provide warm and friendly customer service. In
addition, we organize a variety of interactive in-store activities, combining shopping,
entertainment and socializing. For example, our Snack Carnival features themed decorations,
new product tasting stations and interactive games to attract consumers. The unique store
design and in-store activities increase the time consumers spend in-store, further enhancing our
store recognition.
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Distinct Store Displays That Emphasize Individual Characteristics Across Stores, and
Standardized Operations That Ensure a Cohesive Experience Across Stores
Different store types, geographic locations and consumer demographics exhibit distinct
preferences for store displays. For example, the emphasis of product displays and the items
showcased at the front of the shelves may be different for stores situated near different
functional zones. In addition, regional demand for best-selling products varies. To address this,
we have designed approximately 30,000 visual store display templates based on our extensive
display experience, allowing franchisees to customize store flow design and product display.
This approach enabled us to achieve distinct store display characteristics across stores within
our store network.
While we have different store display characteristics across stores within our store
network, we maintain standardized management in aspects such as store renovation, adjustment
of product displays and customer service to provide a cohesive experience and services to
consumers. We combine online remote inspections with offline supervision, ensuring regular
assessments of stores within our store network. Store performance is typically evaluated
monthly, and rewards or penalties are given accordingly.
Comprehensive Franchisee Empowerment
We strive to provide comprehensive support to our franchisees, constantly addressing
their needs and cultivating close, stable relationships with them. We work with our franchisees
to provide consumers with high-quality products and consistent services.
Skill enhancement and alignment with company values . We provide franchisees with
high-quality training across comprehensive aspects, including a seven-day training for
franchisees at our headquarters before signing franchise agreements, a 10 to 12-day training
session for store staff before store opening, monthly and annual meetings and regular
post-opening follow-up and supervision. This comprehensive training helps franchisees
develop and enhance operational skills while fostering a deep understanding of and alignment
with our corporate culture and business philosophy.
Timely resolution of issues . We place great importance on promptly addressing and
responding to franchisees’ concerns and requests by establishing smooth communication
channels. In addition, we have implemented a regional store operations advisory system, where
regional store operations advisers maintain one-on-one communication with franchisees to
ensure the timely resolution of franchisees’ various requests.
Performance enhancement . We are dedicated to enhancing store operational performance
right from the inception of new stores. This starts with assisting in the design of initial
promotional activities to enhance the performance of newly opened stores. For stores that
require additional support, we analyze operational issues and provide tailored advice on
enhancement.
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Benefiting from standardized store operations and comprehensive franchisee
empowerment, we have built a sustainable store network with a healthy and cohesive brand
image, shopping experience, product quality and level of customer service.
Extensive Store Network Coverage with Deep Penetration, Featuring Highly Visible and
Easily Accessible Store Locations
Extensive Store Network Coverage with Deep Penetration
As of September 30, 2025, we had a sales network consisting of 19,517 stores across 28
provinces in China. As of September 30, 2025, stores within our store network covered all city
tiers in China and approximately 59% of stores within our store network were located in
counties and townships, achieving deep coverage in lower-tier markets. Our store network
reached 1,224 counties as of December 31, 2024, accounting for approximately 66% of all
counties in China as of the same date. Our store network further reached 1,341 counties as of
September 30, 2025.
Highly Visible and Easily Accessible Store Locations
Stores within our store network are typically located in highly visible, easily accessible
street-side locations with high and stable foot traffic, meeting consumers’ daily needs for
snacks and beverages while encouraging repeat purchases. Our site selection is based on
scientific data analysis that is continuously updated. We have built a dedicated and experienced
team and, based on analysis on our existing stores and accumulated experience, developed our
own digital site selection tool to analyze and predict optimal store sites. We maintain and
continually update a site database for major markets across the country. As of the Latest
Practicable Date, our database contained over 10,000 potential sites, ensuring that our store
locations are both highly visible and easily accessible to consumers, while maintaining high
foot traffic for franchisees and balancing sales and rental costs.
Ingrained Brand Image and Innovative Marketing Strategies, Making Us the Go-to Brand
for Consumers in China
A Brand Image that is Ingrained, Securing a Leading Position in Consumer Recognition
We have crafted a joyful and relaxing brand image, which resonates with our extensive
store network, a diverse range of value-for-money products and frequently launched new
SKUs, as well as a joyful and comfortable browsing and shopping experience. This has helped
us establish a deeply ingrained brand image in the snack and beverage retail industry, making
us the go-to brand for consumers in China. According to Frost & Sullivan, we are consumers’
top one choice for snack and beverage specialty retailers in China.
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Diversified and Innovative Marketing Strategies, Significantly Enhancing Brand
Recognition
We emphasize the adoption of entertainment marketing strategies, creating a distinctive
brand culture characterized by creativity and fun, and significantly enhancing brand
recognition. As one of the first brands in the snack and beverage retail industry to launch brand
endorsements, we invited brand ambassadors to elevate our brand visibility and resonate with
younger consumers. Since July 2024, we have conducted online and offline brand promotion
campaigns to announce our brand ambassador for “Busy for Y ou” and “Super Ming” brands.
These campaigns generated over 2.5 billion online impressions in 2024. In addition, we have
introduced innovative concept stores, such as “Super  Busy for Y ou” (“ ൴ॴώ,”) “Big
 Busy for Y ou” (“ɽ”) and “Super Ming Snack Research Institute” (“Ӻ
הoffering consumers a new and fun shopping experience that sparks a viral marketing
effect. Our “Big  Busy for Y ou” store in Changsha achieved a single-day GMV of over RMB1
million, becoming one of the new landmarks in Changsha for consumers. As of December 31,
2024, our innovative concept stores had over 1.6 billion online impressions on Douyin. During
the Track Record Period, we established co-branding collaborations with intellectual properties
(“IPs”) such as Nailong ( ̲Ꮂ) and Want Want (׶׶and offered co-branded products,
continuously bringing surprises to consumers.
Continuously Evolving Membership Program and Precision Marketing
We have established a membership program. We utilize various online channels such as
WeChat mini-programs and official WeChat accounts as well as offline store channels for
member attraction and engagement. As of September 30, 2025, we had approximately 180
million members. Our member repurchase rate was approximately 77% in the 12 months
starting October 1, 2024 and ended September 30, 2025. We interact actively with our members
and, through consumer analysis and data collection, we tailor promotional strategies and make
special promotional offers to continuously enhance consumer repurchase rates and loyalty.
Full-stack Digital Capabilities Further Driving Excellence in Operations
We began building our digitalization team in 2021, which had grown to 385 personnel as
of September 30, 2025. This makes our digitalization team the largest among snack and
beverage specialty retailers in China. Our full-stack digitalization capabilities, which span
procurement, warehousing, logistics, store sales and management, are fundamental to
maintaining our advantages in efficiency as we scale up, further driving operational excellence.
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Digitalized Product Selection and Procurement
We gain deep insights into consumer demand through vast amounts of product sales
information, guiding our product selection and customization. By analyzing store ordering and
sales information and utilizing the “Everybody’s Pick” WeChat mini-program we developed
in-house, we track the evolving trends of consumer demand for products. In addition, through
analysis of membership consumption behaviors, we further deepen our understanding of
evolving consumer needs and regional characteristics thereof.
We are one of the first in the industry to establish the digitalized systems for order
placement that covers the entire operational process across the store level, warehouse level and
supplier level. Under the traditional model, stores place orders based on manual management
of inventory and forecasts of future sales orders, which easily leads to errors. We established
the digitalized systems for order placement, which collaborate with the warehouse level
system, to significantly improve the accuracy of demand forecasting at the store level and
enhanced fulfillment efficiency at the supplier level.
Digitalized Warehousing and Logistics
We are one of the first among China’s snack and beverage specialty retailers to launch
fully digitalized warehouse management and transportation management systems. This enables
electronic documentation throughout the entire warehousing and logistics process, such as
shipping lists and store receipts, thereby effectively reducing warehousing operational costs.
We are committed to reducing the time spent on manual sorting by promoting the level of
automation at operational nodes. Benefiting from digital empowerment, we have significantly
enhanced both the efficiency and standardization of our warehousing and logistics operations.
Furthermore, we offer live notifications to stores regarding updates at each stage of the
transportation process. In addition, stores within our store network are equipped with automatic
inbound goods recognition systems. This ensures both delivery and goods receipt efficiency.
Digitalized Store Management
We are one of the first in the industry to develop a smart retail middle platform in-house,
thereby achieving a high level of alignment between our information systems and business
development. In addition, through digital empowerment, we have significantly enhanced store
operation indicators such as product shelf-life management accuracy, store checkout efficiency
and service level standardization, improving the operational efficiency of stores within our
store network. Furthermore, we are one of the first in the industry to introduce digitalized store
supervision. The digitalized store supervision tool effectively works with onsite inspections by
store supervisors, thereby increasing the efficiency of store supervision.
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We are committed to effectively solving the challenge of digitally and accurately
identifying weight-priced individual-pack products. The check out of weight-priced individual-
pack products is complex and difficult. The traditional method requires store employees to
manually sort and weigh each SKU, which easily leads to human errors and limited efficiency.
We are one of the few companies in the industry owning a digitalized cashier that utilizes
image recognition technologies to accurately identify SKUs, where our store employees only
need to perform simple operations before the system automatically classifies and weighs the
products. This significantly improves store checkout efficiency and greatly enhances the
accuracy of inventory and product shelf-life management.
Management Team with Strategic Foresight and Integrity-Driven, Pragmatic Corporate
Culture
Our founders, Mr. Y an Zhou and Mr. Zhao Ding, are young and highly insightful
entrepreneurs. With their keen market sense, they identified the pain points of the snack and
beverage retail industry. Through precise targeting of consumer groups, innovative business
models and a disruptive supply chain system, they have provided consumers with products with
the high value for money.
Our outstanding and young management team has grown alongside the founders and the
brands, demonstrating strong resilience and cohesion. Our senior management team, with an
average age of under 40, adapts to contemporary trends and possesses sharp insights into
innovations within the snack and beverage retail industry, collaborating efficiently with our
founders to drive the rapid growth of our company. Our core management team consists of
widely recognized experts in their respective fields, combined with self-cultivated young talent
who possess deep insights into emerging consumer trends. This seamless integration of
experienced leadership and new talent has fostered our diverse approach to business
management and strategic vision.
We uphold the core values of “integrity, efficiency, excellence and altruism” (“ กᆎe৷
eл˼”), maintaining a dynamic and progressive team spirit. We are committed to
compliance, staying grounded and continuously striving for excellence. To uphold integrity, we
have established a dedicated email box for integrity supervision. Furthermore, we always
consider talent to be the core driving force behind our business development. We attract and
retain top talent through an incentive system and comprehensive training programs.
OUR STRATEGIES
To Systematically Upgrade Our Store Network
We plan to further solidify our nationwide store network under the brands of “Busy for
Y ou” and “Super Ming.” We intend to continuously enhance the quality of stores within our
store network and their complementary regional coverage, further expanding the depth and
breadth of our offline store network. By upgrading existing stores, we aim to strengthen our
competitive edge and brand influence. This involves optimizing our store variety as well as
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enhancing store layouts to further improve the operational efficiency of stores within our store
network and elevate the joyful and comfortable browsing and shopping experience. For
example, in terms of optimizing store performance, we plan to further use digital technologies
to upgrade store layouts, which will allow stores within our store network to effectively display
products in limited shelf space. We also intend to further combine digital systems with our
experience to identify suitable store locations and strategically deploy stores within our store
network with optimal density to reach a broader consumer base and drive higher foot traffic.
Furthermore, we plan to diversify our store types to adapt to different consumption scenarios,
ensuring stores within our store network meet the varying needs and preferences of consumers
across regions.
To Proactively Upgrade Products in Response to Market Demand
We intend to actively capture market demand. We plan to conduct in-depth analysis of
consumer preferences, consumption scenarios and product categories. By integrating our
experience in product selection with digital capabilities, we aim to continuously refine our
product offerings, focusing on comprehensive aspects such as quality, price and packaging. We
also aim to dive deeper in our existing product categories and expand into new ones, aiming
to provide products that meet the needs of different consumption scenarios. In addition, we
plan to upgrade SKUs and enrich our product categories with products covering consumer
demand for food, drinks and fun. This is expected to offer a joyful and comfortable browsing
and shopping experience and satisfy the diverse needs of consumers.
To Broaden Product Offerings in Existing Product Categories and Expand into New Ones
Building on our past experience in product selection under both brands, we plan to further
strengthen our product selection capabilities through the use of the “Everybody’s Picks”
WeChat mini-program and offline market research. We will continue to monitor market
dynamics and regional preferences to optimize the supply and quality of products offered in
stores within our store network and timely adjust our product mix, such as developing product
categories and SKUs that capture regional consumer preferences. We will strategically increase
product categories and SKUs, including more refrigerated and frozen products, and expand
these offerings across our store network in China to meet ever-evolving consumer demand.
We intend to strengthen cooperation with suppliers on product customization. By actively
seeking partnerships with reputable suppliers, we will work closely with them on developing
and launching a wider range of products with customized packages, specifications and combos.
We will deepen partnerships with them to ensure a stable and sufficient supply of high-quality
products.
To Develop Private-label Products
To better provide consumers with safe, value-for-money products, we plan to further
analyze information such as consumer purchasing preferences and evolving trends in tastes to
identify consumer demands that existing products have not addressed, strategically developing
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private-label products. We intend to fund this strategy with cash generated from business
operations. We started to sell private-label products such as oolong tea and beef jerky in 2025.
We did not generate any revenue from private-label products in 2022, 2023 or 2024, and the
revenue generated from our private-label products was immaterial in the nine months ended
September 30, 2025. We plan to further enhance product traceability through packaging or
label scanning and promote “clean lists of ingredients” (“ڌࣘthereby facilitating the
development of China’s food and beverage industry with more high-quality, value-for-money
products.
To Continuously Optimize and Upgrade Our Supply Chain System
We intend to enhance our warehousing network by setting up more warehouses to
accommodate the swift geographical expansion and regional penetration of our store network.
This will help us further enhance the nationwide supply chain and ensure efficient and timely
supplies for stores within our store network across the country, thereby maintaining our leading
inventory turnover efficiency.
At the same time, we intend to establish a cold chain logistics system by collaborating
with reputable logistics service providers to support the expansion of our refrigerated and
frozen food offerings in stores within our store network. This is expected to help us expand
refrigerated and frozen product offerings across our nationwide store network.
In addition, we will optimize our supplier evaluation, focusing on assessing supplier
credibility, quality management and production or fulfillment capability. This will allow us to
further select quality suppliers and stay informed about their latest developments.
To Enhance Digital Capabilities to Optimize Management Efficiency
We will continue to promote the integration of business and digitization to enhance
managerial and operational efficiency. We plan to foster collaboration between operational and
technology teams and encourage our operational personnel to participate in the development,
construction and optimization of our digital systems. We plan to enhance the digital awareness
of our operational teams as well as the business capability of our technology teams, and
provide more effective digital tools applicable to our operational teams, thereby enabling rapid
responses to changing market demand.
To better serve our consumers, we will apply our digital capabilities to enhance product
selection, quality control and marketing and branding, thereby further bringing joyful and
comfortable browsing and shopping experience to consumers.
To more effectively empower our franchisees and franchised stores, we will continuously
improve our management across the full life cycle of franchisees to help them swiftly open,
smoothly operate and effectively manage franchised stores. We also plan to improve
operational efficiency and cost control capabilities of our franchisees by enhancing their digital
capabilities.
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To further strengthen our capabilities in supply chain management, we will continuously
enhance our application of the digitalized integrated system for supply chain management. We
plan to further integrate our suppliers into this system and assist suppliers in enhancing their
order fulfillment ability through our digitalization capabilities, enabling more accurate order
forecasts and faster inventory turnover and ultimately improving supply chain efficiency.
To Further Increase Marketing Efforts and Strengthen Brand Influence
We will continue our marketing strategy by combining top-down and bottom-up
approaches. We intend to boost our brand-building and marketing initiatives to strengthen the
joyful and comfortable browsing and shopping experience as well as our joyful and relaxing
brand image. We plan to enhance the quality of consumer interactions across various channels
while continuously enhancing consumers’ engagement and increasing brand recognition,
awareness and reputation, as well as enhancing consumer loyalty.
For the top-down approach, we will continue to adopt marketing initiatives that empower
our brands and increase brand awareness. For example, we plan to periodically engage brand
ambassadors and organize large-scale brand-themed events, thereby enhancing brand exposure
and strengthening brand equity. We also plan to further explore co-branding with different IPs
to increase the cultural value of our brands. Furthermore, via a wide range of online platforms
and by exploring additional strategies, such as collaborating with KOLs, we intend to enhance
brand recognition as well as continuously promote the expansion of our store network to new
markets and the launch of new products.
For the bottom-up approach, we will leverage our expanding store network to reach
consumers and enhance their recognition of our brands through value-for-money product
offerings as well as joyful and comfortable browsing and shopping experiences. We plan to
train and assist franchisees in enhancing their consumer reach and increasing foot traffic,
such as through further developing our membership program, engaging in membership
community operations and conducting varieties of digital marketing. We plan to continue
establishing innovative concept stores, such as “Super  Busy For Y ou”, “Big  Busy For Y ou”
stores and “Super Ming Snack Research Institute” at central locations of major cities, to further
enhance our brand awareness and influence.
To Explore Potential Investment and Acquisition Opportunities
As a complement to our organic growth strategy, we will selectively pursue investments
and acquisitions to capitalize on market opportunities and drive business growth. We will
strategically explore opportunities based on our business development needs and market
demand. We may consider investing in or acquiring industry participants that create synergies
and enhance our competitiveness. As of the Latest Practicable Date, we had not identified any
specific partnership, investment or acquisition targets, nor had we entered into any related
agreements.
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OUR STORE NETWORK
Overview
We opened our first store in 2017 in Changsha, Hunan Province, under the brand name
“Busy for Y ou”. In 2023, we acquired “Super Ming.” Our two brands generally do not have
stores in the same geographic area, achieving optimal geographic complementarity. As of
September 30, 2025, we had established a store network comprising 19,517 stores spanning 28
provinces in China across all city tiers, with approximately 59% of stores within our store
network located in counties and townships. Our store network reached 1,224 counties as of
December 31, 2024, accounting for approximately 66% of all counties in China as of the same
date. Our store network further reached 1,341 counties as of September 30, 2025. The
following map illustrates the presence of stores within our store network across China as of
September 30, 2025:
NEI MONGOL ZIZHIQU
TIANJIN SHI
BEIJING SHI
LIAONING
JILIN
HEILONGJIANG
HAINAN
HAINAN
MACAU
SAR
HONG KONG
SAR
YUNNAN
XIZANG ZIZHIQU
XINJIANG UYGUR ZIZHIQU
QINGHAI
SHAANXI
SHANXI
HEBEI
NINGXIA HUIZU
ZIZHIQU
GUANGXI
ZHUANGZU
ZIZHIQU
SICHUAN
SHANGHAI SHIHUBEI
HENAN
GANSU
HUNAN
GUIZHOU FUJIAN
JIANGXI
ZHEJIANG
GUANGDONG
HONG KONG
SARMACAU
SAR
TAIWAN
TAIWANFUJIANGUANGDONGGUANGXI
ZHUANGZU
ZIZHIQU
CHONGQING SHI
ANHUI
SHANDONG
JIANGSU
South China Sea
NANHAI ZHUDAO
the provinces covered by
our current store network
Note: As of September 30, 2025.
We primarily operate under the franchise model, authorizing our franchisees to sell snacks
and beverages through franchised stores under our brands. See “— Our Franchise Model.” In
addition, we strategically operate self-operated stores to enhance brand recognition and gain
market intelligence. See “— Self-operated Stores.”
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The following table sets forth the number of stores within our store network by nature as
of the dates indicated:
As of December 31, As of September 30,
2022 2023 2024 2025
Number
of stores %
Number
of stores (1) %
Number
of stores %
Number
of stores %
(count, except for percentages)
Self-operated stores /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 0.2 16 0.2 15 0.1 23 0.1
Franchised stores /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,898 99.8 6,569 99.8 14,379 99.9 19,494 99.9
- Busy for Y ou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,898 99.8 3,931 59.7 6,795 47.2 8,407 43.1
- Super Ming /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 2,638 40.1 7,584 52.7 11,087 56.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,902 100.0 6,585 100.0 14,394 100.0 19,517 100.0
Note:
(1) Including 2,433 stores acquired through the Super Ming Acquisition. See “History, Development and
Corporate Structure — Major Acquisition — The Super Ming Acquisition.”
The following table sets forth the number of stores within our store network by city tier
as of the dates indicated:
As of December 31, As of September 30,
2022 2023 2024 2025
Number
of stores %
Number
of stores (1) %
Number
of stores %
Number
of stores %
(count, except for percentages)
First- and new first-tier city (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118441 23.2 1,063 16.1 2,530 17.6 3,648 18.7
Second-tier city (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104 5.5 532 8.1 1,943 13.5 2,946 15.1
Third- and
lower-tier city (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,357 71.3 4,990 75.8 9,921 68.9 12,923 66.2
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,902 100.0 6,585 100.0 14,394 100.0 19,517 100.0
Notes:
(1) Including 2,433 stores acquired through the acquisition of the “Super Ming” brand. See “History,
Development and Corporate Structure — Major Acquisition — The Super Ming Acquisition.”
(2) Including urban areas as well as the subordinate counties and townships in these cities.
The following table sets forth the number of stores within our store network by brand as
of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
Busy for Y ou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,902 3,946 6,808 8,419
Super Ming (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,639 7,586 11,098
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,902 6,585 14,394 19,517
Note:
(1) Before the Super Ming Acquisition, the total number of “Super Ming” stores was 630 as of December
31, 2022.
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We have successfully established a strong presence not only in urban areas but also in
counties and townships across all city tiers, which are administrative areas typically located
away from downtown areas. As of September 30, 2025, approximately 59% of stores within our
store network were located in counties and townships. Stores within our store network are
strategically and efficiently located near our consumers to cater to their purchasing patterns
and to timely and sufficiently meet their demands. We believe that lower-tier markets represent
large untapped demands, making it essential for us to further penetrate into those markets to
capture demands therein, enhance competitiveness and achieve long-term success in China’s
evolving snack and beverage retail landscape.
Since the Super Ming Acquisition, stores within our store network operate under both
brands of “Busy for Y ou” and “Super Ming” but generally not in the same geographic area,
strategically leveraging their complementary geographic coverage. For example, we operate a
large number of stores under Busy for Y ou in Hunan Province and Hubei Province and other
areas where Super Ming generally is not prevalent, while we operate a large number of stores
under Super Ming in Northern China and other areas where Busy for Y ou generally is not
prevalent, generally avoiding geographic overlap of the two brands. Such differing
geographical focuses existed prior to the Super Ming Acquisition, where both brands have
established strong recognition and consumer loyalty in their respective regions. Therefore, we
continue to operate both brands after the Super Ming Acquisition to allow both brands to
nurture valuable relationships and ensure smooth operations for franchisees. In addition to the
geographical focuses that existed prior to the Super Ming Acquisition, we also consider
demographic information, such as population and average disposable income of the geographic
areas to set out expansion plans. Under this framework, prospective franchisees have the
discretion to choose which brand to operate. Specifically, prospective franchisees may select
their preferred geographic areas for franchised stores. However, we retain control over brand
assignment in different geographic areas, and prospective franchisees can only operate the
brand assigned by us within each of their chosen geographic areas. To avoid potential
cannibalization among the stores, especially between new and existing stores, in principle, we
do not establish new stores within 400 meters of existing stores.
Except for differences in geographical locations as mentioned above, there is no material
difference between the two brands in terms of targeted consumer, market position, branding,
marketing, store opening strategy of franchise model after the acquisition. After the Super
Ming Acquisition, we have deeply integrated operational and management processes of the two
brands. In terms of operations, we have integrated their operational systems and holistically
aligned their operating procedures, achieving seamless information sharing between the two
brands and standardized operations. For example, we ship goods to franchised stores based on
their proximity to our nearest warehouses without considering which brand the stores operate
under; we also supervise and empower stores without distinction by brand. Stores under both
brands offer products from the same pool of supplies, follow the same set of store opening
procedures, and have target consumer groups with similar characteristics. In terms of
management, we have established a unified organizational structure for both internal
management and external presentations. Internally, both brands are operated by the same
departments across all aspects, including store operations, business development, finance and
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human resources, all overseen by a single senior management team. Externally, we named our
Group “Busy Ming Group” and designed our Group’s logo to incorporate the names,
representative colors and cartoon elements of both brands. See “— Marketing and Brand
Building.” The deep integration of the two brands enhances our supply chain efficiency and
cost competitiveness through synergies between the two brands and enables us to achieve
economies of scale.
Store Features
During the Track Record Period, the aggregate area of stores within our store network
generally ranged between 140 and 190 sq.m. We also have large stores with an aggregate area
between 250 and 300 sq.m. in prime locations that we identify and choose following our
thorough site selection criteria. See “— Site Selection” for details. For instance, we select
highly visible corner sites in central areas for our large stores. These large stores offer an
expanded range of SKUs and trendy snack zones, as well as interactive zones and rest areas
which aim to boost consumer engagement and enhance brand reputation. Furthermore, we have
established innovative concept stores, such as “Super  Busy For Y ou”, “Big  Busy For Y ou”
and “Super Ming Snack Research Institute”, to offer a differentiated browsing and shopping
experience for consumers. In addition to the products we generally offer, we provide unique
products to consumers in our innovative concept stores, such as snacks in specially designed
packages, creating engaging discussion topics and enhancing social experiences. These
innovative concept stores showcase our efforts in innovation, reinforce our brand image and
help us build a loyal consumer base. All of the innovative concept stores are self-operated and
share the same design style as our other stores.
Stores within our store network adopt a cohesive design style that is both inviting and
memorable, offering consumers a consistent browsing and shopping experience and
highlighting our brand image. They are designed to provide a joyful and comfortable browsing
and shopping experience to a broad consumer base. We require the use of consistent color
themes of bright yellow or red for both storefronts and interior decorations. The indoor
temperature and lighting are thoughtfully designed to ensure a pleasant environment. The
bakery products that we freshly bake on-site in certain of stores within our store network
release a delightful aroma which enhances the sense of happiness for consumers when
browsing and shopping in stores within our store network. On the other hand, we recognize that
various geographic locations and store types attract different consumer demographics, each
with distinct preferences for store displays. For example, the emphasis of product displays and
the items showcased at the front of the shelves may be different for stores situated near
different functional zones. In addition, regional demand for best-selling products varies. To
cater to these needs, we encourage but do not mandate each store to select a template from our
collection of approximately 30,000 visual store display templates which detail store flow
design and product display, enabling distinct characteristics for stores within our store network
in terms of layout and product display. This approach allows for distinct store displays that
emphasize individual characteristics, while maintaining a cohesive design style across stores.
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The following diagrams illustrate the storefronts of stores within our store network:
Store Operation
We adopt standard store operation procedures across all stores within our store network.
Our standard store operation procedures encompass multiple aspects to ensure consistency in
customer experience, enhance operational efficiency, maintain product quality and support
scalability and brand identity, all of which contribute to consumer satisfaction and enhanced
sales performance of stores within our store network.
For example, we generally require each store to maintain a minimum of 1,800 SKUs. We
have stringent standards for shelf length and aisle widths to ensure ample space for consumers
to browse and shop comfortably. We require products to be neatly arranged. We encourage but
do not mandate each store to adopt a display from our collection of visual store display
templates. We require stores within our store network to adopt an adaptive staffing strategy,
such as assigning more employees to stores with higher daily sales to maximize operational
efficiency. We require store staff to wear uniforms, greet consumers and answer consumers’
inquiries patiently.
The following diagrams illustrate the shelves and product displays in stores within our
store network:
In addition, the stores in our store network are required to accept various payment
options, including cash and mobile payment tools such as Alipay and WeChat Pay. At our
self-operated stores, we receive payments from consumers through our banks that cooperated
with these third-party platforms. We do not process or receive payments through third-party
platforms for transactions occurring at our franchised stores. Franchisees are required to
register for accounts at our chosen banks, utilize the merchant acquiring services of our chosen
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banks, and receive payments from consumers through these banks that cooperated with the
third-party platforms. In addition, our consumers may also claim gifts using the reward points
they have accumulated as registered members. See “— Marketing and Brand Building — Our
Membership Program.” To ensure the authenticity and accuracy of record keeping of the stores’
sales activities, we implement an integrated store-level POS system which is connected to our
ERP system. We have in place stringent and detailed settlement policies for the front-end
operations of the POS system that stores are required to comply with.
We utilize digital tools, including the smart retail middle platform for our franchisees to
manage stock replenishment. Our smart retail middle platform analyzes store-level sales
records and trends, utilizing data analytical tools to forecast consumer demand and provide
recommendations for inventory replenishment for stores within our store network. Our store
staff also use our digitalized cashiers to check out and process payments. These digital tools
enhance the efficiency of our store operations and management. See “— Digitalization” for
details.
Site Selection
Site selection is critical to the expansion of our store network. Leveraging our established
nationwide network and proven business model, we have developed a deep understanding of
various local market conditions. We maintain and continually update our site database for
major geographic areas across China. As of the Latest Practicable Date, our site database
contained over 10,000 potential sites. In addition, we use our digital site selection tool for
analyzing foot traffic and the commercial environment of the potential sites to enhance our
planning capabilities. See “— Digitalization — Digitalized Store Management.”
We follow a disciplined approach in selecting cities, counties and townships for store
network expansion. In determining the regions we expect to tap into, we evaluate a number of
factors, including the local economy, level of urbanization and population, as well as
purchasing power.
To choose the specific sites within a region for our new stores, we conduct analysis of the
target site using digital tools. Typically, we consider the following criteria when evaluating
sites:
 convenient and diverse transportation options zones;
 proximity to high-traffic functional zones such as residential zones, manufacturing
zones, commercial streets and shopping centers;
 population and demographics in the surrounding areas;
 number of competing businesses in the surrounding areas; and
 reasonable rental costs.
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Locations that satisfy the aforementioned criteria allow consumers to make purchases
conveniently. Stores at these locations could further enhance our brand awareness.
When franchisees seek to open new stores, we assist them by providing candidate sites
using our digital site selection tool. Franchisees can choose from proposed sites or suggest
alternatives. After a thorough evaluation, discussion and on-site inspection, we approve or
reject the locations suggested by the franchisees. According to the franchise agreement,
franchisees must operate stores at the approved locations as specified in the franchise
agreements and are responsible for signing the leases for the premises and managing their lease
agreements.
Operation Performance
The following table sets forth the key operating metrics relating to stores within our store
network for the periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 (1) 2024 2024 2025
Total GMV (RMB in millions) /H1118/H1118/H1118/H11186,447 15,325 55,531 37,858 66,060
– Busy for Y ou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,447 13,950 26,207 18,387 28,000
– Super Ming (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,375 29,324 19,471 38,060
Total number of orders (millions) /H1118/H1118 175 423 1,615 1,079 2,129
– Busy for Y ou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118175 387 773 533 904
– Super Ming (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 36 842 546 1,225
Average daily order volume
per store (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118385 388 452 462 481
Notes:
(1) The total GMV and number of orders in 2023 included GMV and number of orders of “Busy for Y ou”
stores throughout the year and the GMV and number of orders of “Super Ming” stores in December 2023
after the Super Ming Acquisition in November 2023. See “History, Development and Corporate
Structure — Major Acquisition — The Super Ming Acquisition.” The total GMV and number of orders
in 2024 included GMV and number of orders of both brands throughout the year.
(2) Calculated by dividing the aggregate number of orders placed by consumers for a particular period by
the aggregate number of days of operation of stores within our store network during the same period.
(3) Before the Super Ming Acquisition, the GMV of “Super Ming” stores was RMB1,643.3 million in 2022
and RMB8,790.9 million in the 11 months ended November 30, 2023; The number of orders of “Super
Ming” stores was 37.9 million in 2022 and 229.6 million in the 11 months ended November 30, 2023.
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The following table sets forth the total GMV generated through stores within our store
network by store cohort, organized by the year/period in which stores were opened (and
reopened after relocation, where applicable), for the years/periods indicated:
For the year ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in millions)
Stores opened in or before 2022 (1) /H1118 6,447 9,830 9,531 7,369 6,477
Stores opened in 2023 (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,185 11,086 8,471 8,063
Acquired “Super Ming” stores (3) /H1118/H1118 – 1,310 15,962 12,329 10,773
Stores opened in 2024 (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 18,952 9,688 31,686
Stores opened in the nine months
ended September 30, 2025 (4) /H1118/H1118/H1118 –––– 9,060
Notes:
(1) Including “Busy for Y ou” stores opened in and before 2022.
(2) Including “Busy for Y ou” stores opened in 2023 and “Super Ming” stores opened in December 2023
after the Super Ming Acquisition in November 2023. See “History, Development and Corporate
Structure — Major Acquisition — The Super Ming Acquisition.”
(3) Including the “Super Ming” stores we acquired at the time of the Super Ming Acquisition. See “— Our
Franchise Model.” The figure in 2023 reflects only the total GMV generated by these stores in December
2023 after the Super Ming Acquisition.
(4) Including stores of both brands opened in the indicated year/period.
The total GMV of each cohort of stores is influenced by a number of factors, such as the
total number of operating days, number of stores and the GMV per-store per-day.
Self-operated Stores
We strategically operate self-operated stores which serve the purpose of strengthening our
presence, enhancing brand recognition and gaining market intelligence. Our self-operated
stores typically have similar features, operate under same operating standards and follow the
uniform site selection criteria as our franchised stores. Some of our self-operated stores are
innovative concept stores, such as “Super  Busy For Y ou”, “Big  Busy For Y ou” and “Super
Ming Snack Research Institute”, which offer consumers differentiated browsing and shopping
experience, creating engaging discussion topics and enhancing social experiences. These
self-operated innovative concept stores showcase our efforts in innovation, reinforce our brand
image and help us build a loyal consumer base. See “— Store Features”, “— Store Operation”
and “— Site Selection” for details.
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OUR PRODUCTS
Our Product Offering
We meet consumer demand by offering a diverse range of value-for-money products with
frequently launched new SKUs. We had a total of 3,997 in-stock SKUs as of September 30,
2025. We generally require each store to maintain a minimum of 1,800 SKUs. Products we
offered during the Track Record Period included the following:
Product Type Sales Price Range Descriptions
(RMB)
Bakery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.0-49.6 per unit or
0.4 to 29.6 per
500 grams
Cold-processed and hot-processed
breads, cakes and pastries
Biscuits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.9-49.6 per unit or
1.4 to 8.6 per 500
grams
Biscuit products in a range of
flavors, such as wafer biscuits,
chocolate-filled biscuits, soft
cookies, crispy snacks and
savory crackers
Nuts and seeds /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.9-59.8 per unit or
1.8-71.2 per 500
grams
A variety of flavored and plain
nuts and seeds, such as
sunflower seeds and peanuts
Puffed snacks and
instant meals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
1.0-35.8 per unit or
2.2-11.4 per 500
grams
Puffed snacks, such as potato
chips, in a range of flavors,
and instant meals such as
instant noodles
Deli snacks /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.5-59.8 per unit or
1.4-59.2 per 500
grams
A variety of deli snacks, such as
jerky meat snacks, seafood
snacks and processed vegetable
snacks
Confectionery, chocolates
and preserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
0.7-68.0 per unit or
0.4-22.2 per 500
grams
A variety of products, such as
hard and soft candies, jellies,
chocolate bars and fruit
preserves
Beverages /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.8-8.8 per unit Milk, instant beverage, soft
drinks and water
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The following table sets forth a breakdown of our GMV by product type in absolute
amount and as a percentage of our total GMV for the years/periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 (1) 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in millions, except for percentage)
Bakery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,041 16.1 2,264 14.8 6,505 11.7 4,361 11.5 7,397 11.2
Biscuits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118374 5.8 945 6.2 3,407 6.1 2,288 6.0 3,600 5.4
Nuts and seeds /H1118/H1118/H1118/H1118/H1118/H1118410 6.4 878 5.7 2,378 4.3 1,607 4.2 2,337 3.5
Puffed snacks and instant
meals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118616 9.6 1,673 10.9 7,457 13.4 5,009 13.2 9,230 14.0
Deli snacks /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,453 22.5 3,635 23.7 12,880 23.2 8,946 23.6 14,793 22.4
Confectionery, chocolates
and preserves /H1118/H1118/H1118/H1118/H1118/H11181,189 18.4 2,754 18.0 9,583 17.3 6,524 17.2 10,800 16.3
Beverages /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,353 21.0 3,173 20.7 13,186 23.7 9,112 24.1 17,513 26.5
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 0.2 2 0.0 135 0.2 11 0.0 390 0.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,447 100.0 15,325 100.0 55,531 100.0 37,858 100.0 66,060 100.0
Note:
(1) The total GMV in 2023 included GMV derived by “Busy for Y ou” stores throughout the year and the
GMV derived by “Super Ming” stores in December 2023 after the Super Ming Acquisition in November
2023. See “History, Development and Corporate Structure — Major Acquisition — The Super Ming
Acquisition.” The total GMV in 2024 included GMV of both brands throughout the year.
During the Track Record Period, we generally increased the offering and sales of products
across all product type.
Several factors set our product offering apart from those of our competitors and highlight
our commitment to excellence and consumer satisfaction, including:
 Wide choice of SKUs and diverse product specifications . We offer a wide variety
of snacks and beverages designed to ensure that consumers have ample choices in
stores within our store network. Our SKUs include standardized options as well as
customized products. We collaborate with suppliers to offer small packages of
products and weight-priced individual-pack products, making it easier for
consumers to try new items without committing to larger sizes and catering to those
who prefer a more flexible purchasing experience. We do not offer non-branded
products. In addition, we offer unique bundles of products in different flavors or
varieties in collaboration with brand owners.
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 Outstanding value for money . Our products are characterized by the use of
high-quality ingredients and adherence to strict quality control standards. We
carefully source our products to ensure that every product delivers on taste and
quality, while maintaining competitive pricing, which has benefited from our
economies of scale. Our focus on value for money effectively addresses the strong
demand from consumers who seek delicious and satisfying snacks and beverages
without incurring a high financial burden.
 Frequently launched new SKUs . Our ability to rapidly launch new products not
only keeps our offerings up to date and exciting, but also positions us as a leader in
the competitive snack and beverage retail industry. This approach ensures that we
can meet the demands of consumers who are constantly seeking novel flavors and
experiences. We frequently launch new SKUs. We typically introduce an average of
hundreds of new SKUs every month while simultaneously phasing out
underperforming SKUs.
Product Selection
Product selection is critical to our success. A satisfying product offering strengthens our
brand identity and ensures our competitiveness by meeting consumer preferences and market
trends. Our philosophy of product selection focuses on consumer needs through careful product
selection and customization. Benefiting from our skilled, experienced product selection team,
meticulous product selection methodologies and digital tools, we offer a diverse range of
value-for-money products and frequently launched new SKUs.
As of September 30, 2025, our product selection team comprised 234 personnel. Our
skilled product selection team analyzes consumer purchasing patterns when selecting
sub-categories of products and specific SKUs. Based on our analysis of consumer purchasing
patterns, we select and customize products based on consumer needs. For example, we sharply
identified consumers’ preference for sesame paste flavors and inventively customized sesame
paste-flavored vegan beef tripe, which received widespread acclaim from consumers, with
sales reaching more than 100 million units in 2024 and more than 960 million units in the nine
months ended September 30, 2025. In addition, our proprietary WeChat mini-program
“Everybody’s Picks” allows franchisees and the product selection team to submit requests for
potentially well-received products in local markets. As of September 30, 2025, we had 3,997
in-stock SKUs. According to Frost & Sullivan, our average SKU count per store is twice that
of snack and beverage products in similarly sized supermarkets, fully meeting consumers’
needs for diversity.
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In addition to our careful product selection process, we collaborate with snack and
beverage producers and brand owners to offer small packages and weight-priced individual-
pack products, making it easier for consumers to try new items without committing to larger
sizes and catering to those who prefer a more flexible purchasing experience. As of
September 30, 2025, approximately 38% of our products adopted the form of weight-priced
individual-pack, significantly lowering the cost for consumers to try new products while
continuing to attract repeat purchases.
We tailor and update our product portfolio based on regions and seasons. Our product
selection team carefully selects suitable sub-categories of products and specific SKUs for
different regions and seasons. To gather valuable feedback, our product selection team prepares
sample products as well as conducts trial tastings and trial sales at selected stores in various
regions before launching a broader product promotion. This product selection process enables
us to rapidly optimize our product offerings and introduce products customized for seasonal,
regional and holiday considerations. As of September 30, 2025, approximately 34% of our
SKUs were customized in terms of flavors, packaging and/or specifications in collaboration
with the producers and brand owners. We enter into agreements with producers and brand
owners, which sets out our specific requirements in relation to the customized products. The
producers and brand owners then produce customized products based on the agreements. Once
production is complete, these products are sent to us for quality inspection to ensure that the
customized products meet our requirements for flavors, packaging and/or specifications, as the
case may be, to achieve consumer satisfaction. Finally, the qualified customized products will
be stocked in stores within our store network for consumers to purchase.
Product Pricing
The value-for-money pricing strategy constitutes a fundamental component of our
competitive position. According to Frost & Sullivan, our products are priced approximately
25% lower than the average for similar products available in the supermarket channel as of
December 31, 2024. Founded on the principle of “creating a snack brand for the people” (“ ͂
೐”), we price our products at a relatively low level to enable consumers to buy
snacks whenever and wherever. This strength stems from our advanced supply chain
management capabilities, particularly through our ability to directly source from the producers
and brand owners and reduce layers of intermediary prevalent in the traditional supply chain
model, and the significant bargaining power benefiting from our economies of scale. These
capabilities further solidify our pricing advantages.
Our headquarters determine the retail prices for our products, which our self-operated
stores and franchised stores alike must follow. Franchisees do not have the discretion to set the
retail prices or offer discounts. We implement online and offline internal control measures to
supervise our franchised stores. For example, we monitor franchised stores’ sales activities,
including the sales prices, through the store-level POS system which is connected to our ERP
system. See “— Our Store Network — Store Operation.” Our store supervisors also evaluate
each franchised store’s performance from multiple aspects, including pricing. This ensures that
franchisees adhere to our set retail prices, as all pricing activities are visible and traceable.
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These internal control measures allow us to promptly identify and address any deviations from
our prescribed pricing, thereby maintaining consistent price control across all franchised
stores. See “— Our Franchise Model — Supervision of Franchised Stores.”
When pricing, we take into account various factors such as procurement costs and market
conditions when determining retail prices. We strategically adjust our pricing to align with
market trends and broader economic conditions. This pricing mechanism allows us to maintain
a competitive position across various markets.
OUR FRANCHISE MODEL
According to Frost & Sullivan, the franchise model is a common market practice in
China’s retail industry. Our business growth depends on cooperation with franchisees who are
committed to our value and highly motivated to grow our brands and store network. We seek
to maintain close and long-term mutually beneficial relationships with our franchisees by
establishing a supporting platform. During the Track Record Period, all of our franchised stores
were located in China. Our successful franchise model propelled the rapid growth of our store
network throughout China. While we rapidly grew, we have consistently maintained close
communications with our franchisees and comprehensively empowered them. Going forward,
we plan to utilize the franchise model to further expand our store network.
Under the franchise model, we primarily generate revenue from: (i) sales of goods to
franchisees and (ii) fees for franchising services. As of September 30, 2025, we were in
contract with a total of 9,552 franchisees, operating 19,494 franchised stores across 28
provinces across China.
There is no material difference in the franchise model under “Busy for Y ou” and “Super
Ming”. We cooperate with our franchisees on every major aspect of store operations to align
their business goals with our core values. We support franchisees with our strong brand
reputation, diverse range of product selection, industry expertise and resources, while they
manage the day-to-day operations according to our standard store operation procedures. This
allows us to focus on strengthening our brands, selecting products, improving our supply chain
capabilities, expanding our scale and enhancing store performance. This interest-aligned
approach fosters mutually beneficial relationships, attracting more franchisees to our network.
We believe the effective and systematic empowerment for our franchisees is critical to our
success. Therefore, our franchisees are not only our business partners, but also our teammates
who are committed to our business philosophy and motivated to grow our brand and store
network with us.
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The following table sets forth the movement of our franchised stores during the Track
Record Period:
Y ear ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
Number of franchised stores
at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118823 1,898 6,569 14,379
Number of new franchised
stores opened during the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,089 2,282 8,083 5,326
Number of new franchised
stores acquired through
the Super Ming
Acquisition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 2,433
(1) N/A N/A
Number of franchised stores
closed during the
year/period
(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 44 273 211
Number of franchised
stores at the end of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,898 6,569 14,379 19,494
Notes:
(1) This figure represents the number of stores acquired at the time of the acquisition. The stores opened
or closed under the “Super Ming” brand after the acquisition are counted as part of the normal store
openings and closings.
(2) In 2022, 2023, 2024 and the nine months ended September 30, 2025, a total number of 11, 44, 272 and
211 franchised stores were closed voluntarily by our franchisees. During the same periods, a total
number of three, nil, one and nil franchised stores were terminated by us, mainly due to relevant stores’
failure to meet our operational standards.
Franchisee Development, Selection and Onboarding
To attract new franchisees, we rely on word-of-mouth referrals, online platforms such as
social media and offline channels such as billboards to promote our established reputation,
appealing value proposition and historical success of franchised stores. We organize
conferences for potential franchisees to engage directly with our brands and learn about our
store network.
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To preserve our brand values and ensure consistently superior consumer experiences, we
maintain stringent standards when evaluating franchisee candidates. We assess their
understanding of the snack and beverage retail industry, adherence to our core values and
familiarity of our brands and products. We take into consideration their ability to conduct
market research and provide insight on the local market. We also consider whether they have
sufficient financial resources and their ability to withstand financial risks.
We have developed a comprehensive franchisee onboarding process and systematically
apply it to all franchisee applications. The key steps of our onboarding process include:
 Initial application. Potential franchisees first acquaint themselves with our brands,
store operation and market prospects through our official accounts on social media
platforms. Interested franchisees further file applications, which typically require
key information such as their business plans and financial condition.
 Interview and review . Upon receiving the applications, we typically conduct phone
screenings with the applicants and encourage them to conduct self-guided site visits
to learn more about us and the snack and beverage retail industry. For applicants
who pass our phone screenings, we typically invite them for in-person interviews
and conduct comprehensive reviews of their background and quality.
 Site selection . After the interviews and reviews, qualified applicants are placed
under uniform management. If both parties are interested in further collaboration,
we typically work with the applicants to identify appropriate sites to open their
stores. The applicants can also propose their preferred store locations, in which case
we evaluate their proposals and approve or reject the proposed sites. After the
appropriate sites are selected, the potential franchisees sign the leases, the copies of
which are shared with us.
 Signing of franchise agreement. After we review and approve the leases, the review
process is officially complete. Once both parties agree on the franchise terms, we
typically sign franchise agreements, detailing the rights and obligations of each
party and the specifics of the cooperation. The franchisees shall pay fees as
stipulated in the agreement on time.
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The following table sets forth the changes in the number of our franchisees for the periods
indicated:
Y ear ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
Number of franchisees at
the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118410 994 3,377 7,241
Number of newly joined
franchisees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118585 999 3,950 2,416
Number of new franchisees
acquired through the
Super Ming Acquisition /H1118/H1118 N/A 1,397
(1) N/A N/A
Number of departing
franchisees (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 13 86 105
Number of franchisees at
the end of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118994 3,377 7,241 9,552
Notes:
(1) This figure represents the number of franchisees acquired at the time of the acquisition. The franchisees
of “Super Ming” that joined or departed after the acquisition are counted as part of the normal franchisee
addition or departure.
(2) During the Track Record Period, franchisees departed after they closed down all franchised stores they
had been operating.
During the Track Record Period, we were not subject to any material risk of store
concentration among a small number of franchisees. For the years ended December 31, 2022,
2023, 2024 and the nine months ended September 30, 2025, our sales to the largest franchisee
accounted for 2.6%, 1.5%, 1.0% and 0.3% of our total revenue in 2022, 2023, 2024 and the
nine months ended September 30, 2025, respectively.
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The following table sets forth the number of our franchisees by brand as of the dates
indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
Busy for Y ou /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118994 1,864 3,289 3,941
Super Ming (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,520 4,055 5,761
Total(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118994 3,377 7,241 9,552
Notes:
(1) The operating systems of Super Ming Group prior to the Super Ming Acquisition were different and
independent from the operating systems we currently use for both brands and were unable to generate
the records of the number of franchisees at the end of each year. As a result, we are unable to derive
the number of franchisees of Super Ming as of December 31, 2022 with comparable standards to the
numbers we have after the Super Ming Acquisition.
(2) As of December 31, 2023, 2024 and September 30, 2025, seven, 103 and 150 franchisees were
franchisees of both Busy for Y ou and Super Ming.
Store Opening Process
The development process of a new franchised store mainly consists of the following key
steps after signing the franchise agreement and approval of the new store location:
 Obtaining licenses and permits . Franchisees are responsible for obtaining all the
licenses and permits required for operating franchised stores.
 Store design and renovation . We provide a collection of visual store display
templates for our franchisees to choose from to ensure cohesive design style and
tailored store display. We recommend third-party vendors for store renovation and
decoration with costs borne by franchisees.
 Hiring and training store employees . Franchisees typically hire and train new
employees concurrently with the store design and renovation process. Store staff is
typically required to complete a 10- to 12-day training session.
 Initial equipment and stock purchase . Before store opening, franchisees prepare
inventory and equipment for store operations. We conduct a final review of product
pricing and operations before the official opening.
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Franchise Agreement
We enter into franchise agreements with our franchisees to govern the franchise
relationship and the operation of our franchised stores. The following sets forth a summary of
the salient terms of our standard franchise agreements:
 Term, renewal and termination. Our franchise agreement has an initial term of one
to three years, renewable typically within one month before termination. Our
franchisees can submit a written request to renew prior to agreement expiration and
we can decide whether to renew based on our evaluations. If our franchisees do not
submit written requests or if we decide not to renew, the franchise agreement will
be automatically terminated.
 Product offering and pricing. Our franchisees shall only sell products supplied by
us and our designated suppliers. They are required to sell the products at prices set
by us and not allowed to lower or raise the selling price without our permission.
 Exclusivity. Franchisees are not allowed to join or operate competing brands.
 Location and renovation . Location of franchised stores must be approved by us. See
“— Our Store Network — Site Selection.” Renovation is carried out by third-party
service providers recommended by us and the cost is borne by franchisees. To the
best of our knowledge, the third-party service providers we recommend were all
Independent Third Parties during the Track Record Period.
 Franchise fees. We typically charge fixed lump-sum franchise fees for the entire
agreement term for the right to franchise and for the support we provide to our
franchisees such as training and supervision. Franchisees under Busy for Y ou are
typically required to pay a franchise fee of RMB50,000 and those under Super Ming
are typically required to pay a franchise fee of RMB38,000. Since 2024, we
generally exempted such franchise fees for franchisees who enter into franchise
agreements with us to encourage potential franchisees to join our franchise network
and grow our brands together with us. We typically charge fixed lump-sum IT
service fees of RMB4,200 for the entire agreement term for the IT services and
support we provide to our franchisees. In addition to the lump-sum franchise fees
and IT service fees, prior to the Super Ming Acquisition, franchisees under Super
Ming were typically required to pay a monthly management fee of RMB800, which,
after the Super Ming Acquisition and since 2024, was exempted as part of our
strategies to align the operations of our two brands.
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 Security deposit. Our franchisees are typically required to pay a fixed security
deposit at the beginning of the franchise period and keep the level of deposit at such
amount during the franchise period. We are typically entitled to deduct from the
security deposit the amount of outstanding payments or damages due from the
franchisees for any breach of the franchise agreement and require the franchisees to
timely replenish the security deposit. Where the outstanding payments or damages
exceed the security deposit amount, we are entitled to require further payments from
the franchisees. Such security deposit typically will be returned to the franchisees
provided the franchisees have discharged all liabilities under the franchise
agreement and ceased all operations of the franchised stores.
 Intellectual property. Our franchisees have a non-exclusive, non-transferrable
license to use our brand, trademarks and other intellectual property rights within the
designated premises. They shall protect our creditability and reputation and keep our
corporate information, business know-how and trade secrets in strict confidence
during business operation and marketing activities. The franchisees are not allowed
to expand the use of our intellectual property beyond the permitted scope under the
franchise agreement or authorize other third parties to use our brands, trademarks
and other intellectual property rights.
 Franchised store opening. Franchisees are responsible for obtaining all the licenses
and permits required for operating a franchised store at their own costs.
 Store management and operation standard. We have adopted strict standards and
requirements to ensure standardized store operation and management. We typically
require franchisees to attend training before store opening and reserve the right to
conduct inspections of the franchised stores regularly to ensure compliance with our
store management and operation standards. Any food safety issues or consumer
complaints resulting from failure to adhere to our standards typically will render the
franchisees fully responsible for penalties and compensation for any of our lost
profits or reputational harm.
 Logistical support. We are responsible for delivering the products from our
warehouses to the franchised stores. Franchisees bear the delivery costs.
 Liabilities . Franchised stores are operated independently by franchisees who
manage their own hiring and bear their own profits and losses.
 Sales targets . We generally do not set sales targets or minimum purchase
requirements for our franchisees under the franchise agreement.
 Payment terms. The franchisees typically are required to make upfront payments
before we ship products or store supplies and equipment.
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 Returns or exchanges of products. We generally do not allow product returns except
in cases where the delivered products do not match the franchisees’ ordered
categories or quantity, or there are quality issues with the delivered products.
According to Frost & Sullivan, this is in line with industry norm.
 Contract breach. If there is any breach of franchise agreements, the franchisees may
be subject to penalties pursuant to the terms of the relevant franchise agreements,
which in certain cases may lead to store closures.
Supervision of Franchised Stores
The franchised stores are operated independently by the franchisees and are supervised by
our store management teams. Franchisees must adhere to our store management and operation
standards. Franchisees are required to attend training and monthly meetings, conform to our
standard store operating procedures and adhere to the terms in our franchise agreements.
Training, meetings and assessments . Franchisees typically undergo a seven-day deep
communication and learning program before signing the franchise agreement, including four
days’ on-site training and three days’ online theoretical study. This serves both as training and
a selection process for franchisees. Separately, store staff of these new franchised stores must
also go through a training program to familiarize themselves with our operational standards
and procedures. Both the new franchisees and their new employees must pass respective
assessments before starting to operate the new franchised stores. See “— Franchisee
Development, Selection and Onboarding” and “— Store Opening Process.” We also require
food safety compliance training to ensure franchisees understand and adhere to relevant
regulations and standards. See “— Food Safety and Quality Control — Food Safety.”
Franchisees are also required to attend monthly online meetings and take monthly assessments.
Standard operating procedures . We have detailed measures and policies in place to guide
our franchisees in their day-to-day store operations, including store layout and product display,
staffing, operation hours, consumer interaction, food handling, storage condition management
and inventory management and internal reporting procedure. See “— Our Store Network —
Store Operation.” We design these standards and procedures in an easy-to-understand manner
to streamline management and execution for franchisees and their employees.
Centralized procurement . To ensure food safety, quality and brand reputation, we
generally require franchisees to procure products from us and our designated suppliers.
Furthermore, franchisees typically are required to procure the equipment, including shelves
and freezers, from our designated suppliers. See “— Franchise Agreement” and “—
Digitalization.”
As of September 30, 2025, we deployed a store operation team with 3,316 personnel,
among whom 784 were store supervisors responsible for inspecting store operations. To ensure
that franchised stores operate up to our standards, store supervisors monitor operations
remotely using our digitalized store supervision tool and also conduct onsite inspections. Our
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store supervisors evaluate each franchised store’s performance from multiple aspects, covering
hygiene standards both inside and outside the store, product quality and food safety, shelf
stacking, pricing, customer services, lighting, display of promotional materials and staff
appearance and behavior. The evaluations and feedbacks of our store supervisors affect each
franchised store’s performance score. See “— Performance Scoring System.”
We believe that our sales to franchisees reflect the actual demand from consumers and
thus we do not have material risks of channel stuffing and inventory backlog within the
franchise network, for the following reasons: (i) we generally do not allow returns of products
sold to franchisees, except for quality and other very exceptional cases; (ii) the majority of our
product categories generally have a relatively short shelf life of 12 months, which makes
franchisees less likely to stock up inventory for extended periods; (iii) (a) we require our
franchisees to maintain a reasonable level of inventory, (b) our store supervisors conduct
regular store operation inspections which include inventory examinations to ensure that our
franchisees maintain a reasonable inventory level in light of their recent and projected sales,
and (c) our smart retail middle platform analyzes store-level sales records and trends and
provides recommendations for inventory replenishment for our franchised stores, although we
do not strictly monitor their inventory level. We adjust our supply to franchisees accordingly
to prevent channel stuffing. We are generally able to achieve 24-hour delivery to our franchised
stores, enabling the stores to order products whenever they need instead of stocking up
inventory; and (iv) we generally require upfront payment from franchisees before we ship
products and do not set minimum purchase requirements, encouraging franchisees to be more
cautious in their ordering to plan their purchases in light of their recent and projected sales
performances. We believe such arrangements encourage franchisees to order products based on
actual sales forecasts, which significantly reduces the risk of channel stuffing.
Performance Scoring System
To maintain dynamic and effective management of our franchised stores, we use a scoring
system to quantify their performance. Such evaluation focuses on food safety and quality
control as well as consumer satisfaction, taking into consideration each store’s adherence to our
store management and operation standards. Our store performance evaluation largely hinges on
feedback from the supervisors during store check-ins and the results of monthly assessment.
See “— Supervision of Franchised Stores.” If any franchised store has low scores, we first
assess the reasons for underperformance and formulate customized, actionable improvement
advice to help franchised stores operate up to our store management and operation standards.
On the other hand, we provide incentives, such as discounts on delivery fees, to high-scoring
franchised stores.
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Franchisee Empowerment
We endeavor to foster shared success with our franchisee community. We provide
comprehensive support throughout all stages of store operation, including site selection, store
design and display, product selection and daily operation, as well as marketing and promotion.
Pre-opening assistance . We facilitate the smooth opening of franchised stores for our
franchisees. We assist them with site selection utilizing our digital tools and industry expertise.
Leveraging our experience built from our nationwide store network, we can make practical
suggestions to our franchisees on store designs and third-party service providers for store
renovation, simplifying preparations for the opening. See “— Our Store Network — Site
Selection” and “— Franchise Agreement.”
Comprehensive training . In addition to the uniform trainings before entering into
franchise agreements and opening stores, we also offer training programs at our Busy Ming
Academy to franchisees and their store staff, including store managers, to ensure smooth
operations and alignment with our goal. These training programs cover topics of food safety,
customer services, development pathways, best practices shared by successful franchisees and
management and mentoring capabilities. Our training encompasses all functional roles within
the store, ensuring a well-rounded understanding and capability across the team. These training
programs help franchisees and their store employees obtain first-hand knowledge and
experiences needed for successful store operations. We offer online training through both
proprietary and external platforms, and also hold offline training sessions. As of September 30,
2025, we had 20 full-time professionals dedicated to designing the training programs for our
franchisees and their store staff.
Communication and support . We created a communication channel between franchisees
and our regional operation teams to ensure that franchisees receive timely assistance when
issues arise. Our regional operational team is also responsible for regular store check-ins and
communication, particularly with new franchisees and those facing business challenges. We
also advise franchised stores on upgrade of store decorations and optimization of store displays
to improve store performance. As of September 30, 2025, we had 62 regional store advisers,
who are tasked with providing guidance to facilitate franchisees’ store operations and check the
stores assigned to them on a regular basis.
Franchisee events . We hold conferences and events for our franchisees from time to time.
These gatherings provide an opportunity for us to convey the latest developments in our
brands, product offerings and strategies. In addition, they serve as a platform for franchisees
to exchange operational experiences, such as experience in site selection and consumer
interaction. We are committed to fostering a collaborative environment between us and our
franchisees, as well as among franchisees.
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Non-independent Franchised Stores
During the Track Record Period, certain of our franchisees were our former or then
employees, or our connected persons (collectively, the “ Non-independent Franchisees ”). As
of December 31, 2022, 2023, 2024 and September 30, 2025, we had nil, 20, 25 and nil
Non-independent Franchisees operating nil, 150, 94 and nil franchised stores as of the
respective dates (collectively, the “ Non-independent Franchised Stores ”). In 2022, 2023,
2024 and the nine months ended September 30, 2025, the revenue contributed by these
Non-independent Franchised Stores accounted for nil, 0.5%, 0.9% and nil of our total revenue
for the respective years. Such amounts are not derived directly from our regularly maintained
accounting records that are subject to our internal controls over financial reporting. Instead,
these amounts are manually calculated by classifying our franchisees based on whether they are
independent third parties of our Group. As of the Latest Practicable Date, all Non-independent
Franchised Stores were transferred to and became operated by the Group or Independent Third
Parties, or were closed, and therefore, as of the same date, we did not have any Non-
independent Franchised Stores.
All non-independent franchisees and stores were associated with the “Super Ming” brand,
and the acquisition thereof was completed in November 2023. The revenue contribution from
these Non-independent Franchised Stores in 2023 only includes the revenue they generated
after the Super Ming Acquisition. See “History, Development and Corporate Structure —
Major Acquisition — The Super Ming Acquisition.” During the early stage when the “Super
Ming” brand was exploring operation under the franchise model, it selected and trained some
franchisees from business partners or close persons with who it had established trust, including
former or then existing employees and connected persons. These Non-independent Franchisees
were able to effectively promote and develop the brand and acquire market opportunities. As
it gradually accumulated experience and success in operating under the franchise model, the
“Super Ming” brand was able to attract franchisees other than existing business partners or
close persons to further develop business. As the reliance on Non-independent Franchisees to
develop the brand and acquire market opportunities diminished, and to further streamline the
uniform management of franchisees, we decided to negotiate with Non-independent
Franchisees and procured that the Non-independent Franchised Stores were transferred to our
Group or Independent Third Parties, or closed.
We apply the same selection criteria when enrolling these franchisees, and the franchise
agreements that we entered into with these franchisees generally contain the same terms and
conditions that we offered to independent franchisees. We sell products to the Non-independent
Franchisees at the same prices that we apply to our independent franchisees. To the best of our
knowledge, other than as described above, our franchisees were all Independent Third Parties
during the Track Record Period and up to the Latest Practicable Date.
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MARKETING AND BRAND BUILDING
We attach great emphasis to brand building and adopt flexible and diversified marketing
strategies to access a broad consumer base. We enjoy strong brand recognition in regions where
we already have a significant presence, and continually attract new consumers through organic
traffic, word-of-mouth referrals and targeted marketing activities. We engage in targeted
marketing activities through both online and offline channels.
We continuously solidify public awareness of our unified Group brand, the “Busy Ming,”
as well as our dual brands, “Busy for Y ou” and “Super Ming,” and strengthen close connection
with consumers through various marketing activities, including:
IP Marketing . We evolve our brand image and theme in accordance with market trends
and aesthetic preferences to enhance consumers’ perception of our brands. We have established
cartoon characters as our key IPs to further promote our brand image. For example, the cartoon
characters we created in-house as well as the “double-M” logo are welcomed by consumers,
creating joyful and relaxing brand images.
Brand Ambassador . We partner with carefully chosen brand ambassadors to promote our
brand image and enhance the exposure of our brands and products, thereby connecting with the
younger generation who are among our targeted group of consumers and attracting franchisees.
In particular, since July 2024, we conducted online and offline brand promotion campaigns to
announce our brand ambassador, including live streaming, short videos and push notifications
on social media channels, as well as advertisements on public billboards, community media
and in-store advertisements. These campaigns generated over 2.5 billion online impressions.
Promotional Events . We hold promotional events on special days, such as the Special
Purchase Day for Spring Festival ( ϋ஬ື). We provide store-wide or targeted promotional
events, along with themed store decorations, to attract consumers, encourage consumer visits
and further strengthen our brand recognition. For example, during the 2025 Special Purchase
Day for Spring Festival, we organized a marketing campaign centered around Spring Festival
major product sales, which achieved rapid exposure for the festival sales in stores, generating
over 1.6 billion of total online impressions. To further solidify our brand image and store style,
we organize engaging in-store events with special decorations that seamlessly integrate
shopping, entertainment and social interaction. For example, we hold Snack Carnival (Ӯ
ᛇື) events periodically in areas where we have newly entered and have opened a certain
number of stores. Our Snack Carnival includes themed decorations, new product tasting
stations and interactive games, creating a lively and festive atmosphere that attracts consumers.
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Social Media Campaign . We interact with the public through Xiaohongshu, Douyin,
Kuaishou, WeChat and Weibo. In particular, we attract consumers through vivid, interactive
live-streaming sessions. We also conduct a variety of marketing and promotional activities on
social media platforms to enhance our brand recognition and attract consumers. For example,
topics related to our brand ambassador announcement in July 2024 had accumulated over 2.5
billion impressions on Douyin challenges in 2024.
Co-branding Collaboration . We collaborate with third-party IPs to expand our reach.
During the Track Record Period, we co-branded with a number of third-party IP characters and
food and beverage brands, such as Nailong and Want Want, in marketing campaigns as well as
to offer co-branded products. Our collaborations with third-party IPs capitalize on cultural
phenomena and trends by featuring co-branded elements in stores within our store network and
product packaging, and adding diversity and excitement to our marketing activities. Our
established co-branding relationships are a strong testimony to our growing brand value and
awareness. As a result, more consumers are attracted to shop in stores within our store network
and enjoy a browsing and shopping experience with joyful surprises.
Unified brand building . We actively promoted our unified Group brand after the Busy
Ming Acquisition. For example, in February 2025, we held a Group-level value-for-money
press conference (፺኷ଫ೯̺ึ), marking a major milestone in promoting our Group’s
unified brand. The event introduced our refreshed brand identity. With enthusiastic
participation from franchisees and strong media attention, the event reinforced our market
leadership as the Busy Ming Group. In July 2025, our Group hosted the first-ever snack music
festival (ᆀື) in Changsha, Hunan Province. With over 20,000 attendees on the
opening day and more than 50 partner snack and beverage brands participating, the event
blended music, snacks and immersive experiences to amplify our unified Group brand’s
emotional resonance with consumers’ pursuit of joy. By combining high-quality, value-for-
money products with vibrant cultural engagement, we strengthened Group brand visibility and
deepened consumer connection.
Our Membership Program
In addition to the diverse range of value-for-money snacks and beverages with frequently
refreshed selections available at stores within our store network that attract consumers and
invite repeat purchase, we foster customer loyalty through our membership program, which
customers access through our WeChat mini-program. Through our membership program,
consumers are able to receive promotions, such as membership points for placing orders which
can be exchanged for rewards such as discount coupons or gifts. We also have “members’ day”
once a month where we offer exclusive discounts to members who make purchases that day.
We believe our membership program fosters loyalty to our brand. We also encourage our
members to join certain membership communities on social media, seeking to foster a
close-knit environment.
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The number of our registered members experienced significant growth during the Track
Record Period, achieving approximately 180 million as of September 30, 2025, increasing from
120 million as of December 31, 2024. The number of active members, namely the number of
our registered members who placed at least one order in the same period, has increased
commensurately. In the nine months ended September 30, 2025, we recorded 135.4 million
members making purchases. Our member repurchase rate was approximately 77% in the 12
months starting October 1, 2024 and ended September 30, 2025.
SUPPLY CHAIN MANAGEMENT
Supply chain management is crucial to our business growth because it allows us to
effectively meet the demand of consumers for value-for-money snacks and beverages products.
We have optimized our supply chain, allowing for direct supply from producers and brand
owners to us and reducing intermediary layers. As the largest chain retailer in China in terms
of GMV of snack and beverage products in 2024, we have a significant procurement volume,
allowing us to achieve substantial economies of scale. This provides us bargaining power to
better manage procurement costs. Moreover, we have formed stable relationships with
industry-leading producers and brand owners to guarantee high-quality products. During the
Track Record Period, we procured all of our products from within China.
We adopt a digitalized and integrated system for supply chain management, including an
SRM system and an order management system, to oversee the procurement process and manage
our suppliers. We utilize these digital tools to maintain close collaboration with our suppliers
and deeply integrate them into our inventory management process. These systems allow us to
plan, manage, monitor and coordinate every step of the supply chain process, improve
inventory management and shorten order and reorder lead times. For example, the SRM system
offers comprehensive management of the supplier profiles, agreements and procurement data.
It optimizes our supplier management by assessing creditworthiness, production capacity,
quality systems and delivery capabilities. It also benefits our product customization strategy,
allowing for clear communication of our specific requirements for customization and ensuring
that customized products meet our specifications and market demand. In addition, the order
management system is interconnected with the suppliers’ data system and allows for automated
procurement, helping minimize delays by effectively managing lead times and streamlining the
procurement process from order placement to payment settlement. See “— Digitalization —
Digitalized Product Selection and Procurement — Digitalized Procurement.”
We believe we have sufficient alternative suppliers for our business that can provide us
with substitutes of comparable quality and prices. During the Track Record Period, we did not
experience any material incidents of supply interruption, early termination of contractual
arrangements with our suppliers or failure to secure sufficient quantities of raw materials.
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Procurement Process
During the product selection phase, we generally require the suppliers to provide product
samples for us to determine their quality. For customized products, our team collaborates with
suppliers to develop customized products. During order placement, we place orders through
our digitalized order management system subject to the terms of the purchase agreements and
purchase orders, which specify the SKU, quantity, price, quality standards for acceptance,
packaging style and standards as well as designated delivery locations. We negotiate and
confirm the purchase prices with each supplier through our order management system. After
orders are placed, suppliers handle transportation from their facilities to our warehouses,
following our instructions regarding delivery locations and timelines. We typically conduct
inbound quality inspection. See “— Food Safety and Quality Control — Food Safety.”
Suppliers
Our comprehensive supplier engagement throughout the supply chain process via digital
integration, along with the strong relationships we build with qualified suppliers through our
substantial procurement volumes and timely payments, are key factors in our ability to operate
an efficient supply chain. This approach enables us to maintain a diverse range of
value-for-money SKUs, frequently introduce new SKUs and sustain cost advantages. We
carefully nurture our relationship with suppliers and empower them to grow with us and adapt
to our changing business needs. As of September 30, 2025, we had established partnerships
with more than 2,500 producers and brand owners. Approximately 50% of enterprises
shortlisted on the Hurun China Food Industry Top 100 are collaborating with us.
Supplier Selection and Oversight
We implement strict supplier selection criteria and thorough vetting procedures, which
demonstrate our dedication to food safety and product quality. We require potential candidates
to undergo thorough evaluations by our procurement and quality control teams before adding
them to our approved suppliers list. To qualify, suppliers must meet several criteria, including
maintaining a solid reputation and position within their respective industry, possessing
qualifications that comply with relevant laws and regulations, demonstrating adequate product
volume and quality, and showcasing strong R&D capabilities. We also require that the suppliers
implement a sound management and quality control system and internal structure with
sufficient and stable production capabilities and equipment. We typically select leading
suppliers in their product categories in terms of business scale, quality control, brand
recognition and R&D capabilities.
We not only vet new suppliers, but also regularly assess our existing ones. We conduct
both scheduled and random inspections of our suppliers. For suppliers that are snack and
beverage producers, our focus includes workshop sanitation and disinfection, standard
operation of their employees as well as the swift handling of any anomalies in the production
process. When issues arise, we promptly contact suppliers for resolution.
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Key Terms of Our Procurement Agreements
We typically enter into annual procurement agreements with our suppliers which include
the following salient terms:
 Term. Our supply agreement with suppliers typically has a term of one year.
 Delivery . We impose requirements in relation to how goods are packaged and stored
during transportation and the timeliness of deliveries. We may reject and return
shipments that do not meet our transportation and delivery requirements. The
suppliers are typically responsible for delivery costs.
 Product quality and warranty. We require the products to satisfy all relevant national
and industry standards as well as our internal standard specified in the agreement.
We typically reserve the right to conduct product inspections before shelf stocking.
Products with quality issues are typically rejected and returned. Our suppliers are
typically required to pay a fixed quality assurance deposit, which serves to
guarantee their full assumption of liability for product defects which are their fault.
 Pricing and quantity . Our suppliers and us typically agree on the purchase price and
quantity in each purchase order. Suppliers typically do not have requirements of
minimum selling price or minimum purchase quantities on us. During the Track
Record Period, we did not experience any material price fluctuations.
 Payment and credit terms . We typically pay by bank transfer and settle payments
upon completing goods acceptance and receiving invoices.
 Transfer of risk. Risks are typically transferred to us after the goods are delivered
and accepted.
 Termination . Our agreements terminate automatically upon the expiration of
agreement term. Either party’s failure to meet their obligation set out in the
agreements will entitle the other party to terminate the agreement and claim
damages.
Major Suppliers
Our suppliers include snack and beverage producers and brand owners in China. To a
lesser extent, we also procure from snack and beverage distributors of producers and brand
owners in China. We do not procure from overseas suppliers and therefore, to our best
knowledge, we are not subject to any implication on import tariffs. Purchases from our largest
supplier in each year/period during the Track Record Period accounted for 5.0%, 5.1%, 3.3%
and 3.0% of our total purchase amount in the respective year/period. Purchases from our five
largest suppliers in each year/period during the Track Record Period accounted for 14.6%,
11.4%, 13.2% and 13.1% of our total purchase amount in the respective year/period. During the
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Track Record Period, we were not subject to any material supplier concentration risk. As of the
Latest Practicable Date, none of our Directors, their associates or any of our shareholders (who
owned or to the knowledge of Directors had owned more than 5% of our issued share capital)
had any interest in any of our five largest suppliers for each year/period during the Track
Record Period.
W AREHOUSING AND LOGISTICS
Warehousing
As of September 30, 2025, our comprehensive warehousing and distribution network
included 48 warehouses, among which 23 are self-operated and 25 are operated by third-party
warehousing service providers, together encompassing an aggregate area of approximately
1,065 thousand sq.m.
Stores within our store network are typically located within 300-kilometer proximity to
the nearest of our warehouses, which in general enable timely 24-hour delivery to the stores.
Leveraging our warehousing network along with our digitalized integrated system for supply
chain management, we were able to achieve an inventory turnover days of 11.6 days in 2024
and 13.4 days in the nine months ended September 30, 2025, which is shorter than
industry-average, according to Frost & Sullivan. We ship in full load without break bulk to
franchised stores and adopt quantitative assessment indicators. Our overall warehousing and
logistics costs, including expenses relating to transportation expenses and warehousing service
fees, accounted for only 1.5%, 1.6%, 1.7%, 1.8% and 1.7% of our total revenue in 2022, 2023,
2024 and the nine months ended September 30, 2024 and 2025, respectively, which is lower
than industry average, according to Frost & Sullivan.
For our warehouses operated by third-party warehousing service providers, adopt a
logistics service fee model and procure the services of third-party warehousing service
providers based on the number of shipments, effectively outsourcing warehouse operations. We
typically lease the space from third-party lessors and bear the lease expenses, while other the
warehousing services and equipment such as forklifts and pallets are provided by the
third-party warehousing service providers. Our agreements with third-party warehousing and
logistics service providers typically include the following salient terms:
 Storage of products . The third-party warehousing service providers are responsible
for the storage of products and the maintenance of the quantity, appearance and
quality of the products stored in the warehouses. We have the right to inspect the
products at any time.
 Operation . The third-party warehousing and logistics service providers shall deliver
industry-compliant inventory management and order fulfillment services, with all
costs of operational equipment and supplies borne by them. They shall be liable for
losses arising from operational failures which are their fault. We reserve the right to
terminate the agreements under these circumstances.
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 Term. The term of the agreement is typically one year.
 Payment . We generally settle payments with our third-party warehousing and
logistics service providers on a monthly basis.
We manage and control daily warehouse operations of our self-operated warehouses, from
receipt of goods from suppliers to the dispatch of goods to stores and also oversee the
warehouse operations of warehouses operated by third-party warehousing service providers
through our WMS. See “— Digitalization.” We have established operational standards for both
our self-operated warehouses and those operated by third-party warehousing service providers
and have a dedicated warehouse management team responsible for supervising warehouse
quality.
Logistics
Our logistics and distribution operations are managed by third-party service providers.
Our comprehensive logistics system, coupled with our nationwide warehousing network,
ensures delivery from warehouses to stores generally within 24 hours, thereby enhancing our
operational efficiency and making us highly competitive in the snack and beverage retail
industry.
Our logistics partners have integrated information systems compatible with our
transportation management system (“ TMS”), enabling us to monitor and trace shipments from
the moment they are dispatched until they reach stores within our store network. See “—
Digitalization.” Our agreements with these third-party providers typically include key terms
that support these logistics operations.
DIGITALIZATION
We believe that digitalization plays a key role in our continued success. A reliable,
comprehensive digital infrastructure has played and will continue to play a key role in
enhancing our operational efficiency, managing our business and achieving sustainable growth.
Our digital infrastructure encompasses integrated digital management systems designed to
support various key aspects of our businesses, including store operations and management,
supply chain management and inventory control. In 2022, 2023, 2024 and the nine months
ended September 30, 2024 and 2025, we incurred technology expenses of RMB9.6 million,
RMB17.0 million, RMB53.3 million, RMB30.8 million and RMB68.3 million, respectively,
including IT employee compensations and IT service fees.
During the Track Record Period and up to the Latest Practicable Date, we had not
experienced any IT system failure or downtime that had a material adverse effect on our
business operations.
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Digitalized Product Selection and Procurement
Digitalized Product Planning
Our “Everybody’s Picks” WeChat mini-program developed in-house allows franchisees
and the product selection team to submit images of potentially well-received products in local
markets, which helps us accurately gauge market demand and improve product selection
efficiency. “Everybody’s Picks” uses a similarity matching feature to search for similar
products by analyzing uploaded product images. It automatically recognizes products in the
images and checks them against the product database, identifying and excluding items already
in the system to avoid duplicate reviews and improve selection efficiency.
Digitalized Procurement
Our digitalized procurement capabilities encompass supplier management and order
management. We adopt an integrated system for supply chain management that is built on
microservices architecture with data analysis tools, comprising (i) the SRM system and (ii) the
digital order management system. Our digitalized supplier management is achieved through the
SRM system, which manages supplier profiles, agreements and procurement data, assessing
creditworthiness, production capacity, quality systems and delivery capabilities. On the other
hand, we manage orders digitally utilizing our digital order management system, which is
linked with major suppliers’ data systems for automated procurement from order placement to
payment settlement, effectively managing lead times and enhancing procurement efficiency.
This digital order management system leverages data-driven predictions to monitor orders and
auto-generate order recommendations. These digitalized tools are connected with the WMS,
TMS and our digitalized systems for goods inspection and return, automating the entire
procurement processes, including order placement, scheduling and product receipt, and thereby
improving procurement efficiency. These digitalized tools provide continuous oversight of
supply chain operations, enabling informed decision-making and fostering long-term
partnerships with reliable suppliers.
Digitalized Warehousing and Logistics Management
Data Analysis for Warehousing
We have a dedicated data analytical tool for warehousing. It archives historical stock data
to facilitate trend analysis and long-term warehousing planning and optimize query
performance for efficient analysis. It supports complex analytical tasks, including
multidimensional analysis and data mining, and is designed for flexibility and scalability to
meet evolving data needs. By centralizing data management, our data analytical tool effectively
reduces costs associated with warehousing data handling and analysis. This comprehensive
system enables informed decision-making and enhances warehousing efficiency.
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WMS and TMS
Our WMS effectively tracks inventory levels, locations and movements to ensure accurate
stock management while managing the entire order fulfillment process, from picking and
packing to shipping, guaranteeing timely delivery. It streamlines the receiving of goods and
their placement to optimize space and improve efficiency. It is integrated with other systems,
such as our SRM, and automation technologies to enhance overall operational effectiveness.
Our TMS enhances logistics control from warehouse to stores through features such as vehicle
management and transport visualization. It enforces key performance index assessments for
carriers and drivers, enabling enhancing the efficiency of order allocation and scheduling that
reduce staffing needs and lower logistics costs. The TMS enables us to offer live notifications
to stores regarding updates at each stage of the transportation process. In addition, stores
within our store network are equipped with digitalized inbound goods receipt systems. This
ensures both delivery and goods receipt efficiency. By ensuring cargo accuracy through driver
checks and real-time status updates, the TMS significantly improves delivery timeliness. We
further enhance operational efficiency by enabling seamless data-sharing through API
connection with the SRM system, supporting informed decision-making. Our WMS and TMS
enable electronic documentation throughout the entire warehousing and logistics process, such
as shipping lists and store receipts, thereby effectively reducing warehousing and logistics
operational costs.
Digitalized Store Management
Smart Retail Middle Platform
We enable our franchisees to achieve effective and efficient store-level inventory
management through the smart retail middle platform. As one of the first companies in the
industry to develop such a platform in-house, we achieve seamless integration of this platform
with store operations, thereby enhancing operational efficiency. This system analyzes
store-level sales records and trends, utilizing algorithms trained on historical sales data to
forecast consumer demand and provide recommendations for inventory replenishment for
stores within our store network. This approach helps stores within our store network maintain
optimal inventory levels. Moreover, it enhances the ability of stores within our store network
to manage product shelf-life and streamline check-out operations, boosting overall store
operational efficiency. This, in turn, enables our informed product selection and procurement.
Digitalized Site Selection
Our proprietary digital site selection tool is designed to improve the efficiency and
accuracy of decision-making by streamlining the site selection and store planning processes.
Our digital site selection tool employs data analysis to conduct comprehensive assessments of
commercial environments in target areas. It generates standardized reports with visualized
elements, such as charts and maps, facilitating a clear understanding of the target areas and
reducing the time required for analysis and reporting.
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Digitalized Store Supervision
Our proprietary digitalized store supervision management tool leverages video stream
analysis and tailored algorithm models to automate and standardize the store inspection
process, significantly reducing the need for manual labor. By extracting and analyzing frames
from video footage, the tool assesses store shelves to determine if they are fully stocked or
empty. We have created scoring criteria to assess whether the stores’ operations adhere to our
standards, including the level of completeness and abundancy of product display, employee
attire and shopping environment, and the tool helps us with this assessment. This sophisticated
tool enhances our operational efficiency by effectively monitoring store operations.
Digitalized Cashier
Checking out weight-priced individual-pack products presents several challenges,
including the time-consuming manual code entry or barcode scanning, as well as determining
the weight of each type of weight-priced individual-pack products when mixed. Our digitalized
cashier utilizes image recognition technologies to accurately identify SKUs, where our store
employees only need to perform simple operations before the system automatically classifies
and weighs the products. In addition, our digitalized cashier is capable of analyzing the number
of units sold under each SKU based on the total weight of the products in the checkout counter
and the standard weight of each SKU, which assists in tracking any changes in inventory and
keeping our inventory data accurate and up-to-date.
FOOD SAFETY AND QUALITY CONTROL
We have established a series of food safety and quality control procedures, covering all
key steps in our business from supply chain management to our store operations. We have
formulated a comprehensive quality control system, including product compliance inspection,
quality control in warehousing and delivery, in-store management and quality analysis and
improvement. As of September 30, 2025, we had established a food safety and quality control
department comprising 350 personnel with extensive professional experience in food safety
and quality control.
Food Safety
Our internal control measures for food safety include the following, among others:
Comprehensive management infrastructure . We have established comprehensive food
safety management systems for our supply chain and for stores within our store network,
respectively. These systems cover the entire process from production transportation and
warehousing to in-store sales and consumer after-sales service, forming a complete food safety
management workflow. Our audit and inspection mechanisms include initial factory
qualification checks, video and image reviews, on-site inspections, compliance checks of
products, pre-market safety audits and retail label reviews, ensuring product traceability and
transparency. We standardize the reporting procedures for food safety issues and formulate an
emergency response mechanism.
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Supply chain management . We conduct multi-dimensional and regular evaluations of
suppliers to ensure the quality of their products by our internal terms and also with the
assistance of external third-party testing organizations. In addition, our suppliers are required
to provide regular production and quality reports throughout their collaboration with us. Our
rigorous supplier audits include remote quality control measures and on-site inspections. If
issues are identified, we immediately communicate with the producer to ensure corrective
actions are taken. See “— Supply Chain Management — Suppliers — Supplier Selection and
Oversight.”
Warehousing and quality check . All our warehouses are equipped with inbound quality
inspection processes. We have established a laboratory to conduct common physicochemical
and microbial tests, ensuring the quality of incoming products. Upon product arrival at the
stores, we require store staff to inspect the products and report any issues with product dates,
standards or quality. Moreover, we conduct random spot checks at stores to ensure product
safety.
Training . To enhance awareness and skills of food safety among our staff, we launched
a food safety training program, which provides specialized online training for management,
quality control managers, store managers and warehouse personnel, focusing on the specific
knowledge and skills required for all positions in relation to food safety. We regularly update
training modules for store employees, including stock managers, stock clerks and cashiers.
Quality Warranty and Recall Policies
In the event of a food safety issue, we conduct a detailed analysis to determine whether
it is an isolated incident at a single store or a widespread issue. If confirmed not to be an
isolated incident, we initiate preventive recall measures and remove relevant products from
shelves. Our quality control personnel monitor the rectification process of products at issue.
We provide training to our franchisees, which includes food safety compliance. The
responsibilities between our franchisees and us are clearly delineated through franchise
agreements, which define the rights, obligations and legal relationships of both parties. Our
franchisees are liable for legal consequences arising from incidents, such as food safety
violations and personal injury occurring at their locations. Furthermore, under the terms of the
franchise agreement, if such incidents negatively impact our brand reputation, the franchisees
are required to assume liability for breach of contract. We reserve the right to pursue claims
against the franchisee in such cases. See “— Our Franchise Model — Franchise Agreement.”
We generally do not allow product returns except in cases where the delivered products do not
match the franchisees’ ordered quantity, incorrect products are delivered, or there are quality
issues with the delivered products. We enforce a stringent operating procedure for inspecting
returned products, focusing on product quantity, quality and remaining shelf life. For recalled
products, only those that meet our criteria will be restocked in stores within our store network.
If quality issues are traced to our suppliers, we have the right to return the products to them
and deduct from their quality assurance deposits, where applicable. See “— Supply Chain
Management — Suppliers — Key Terms of Our Procurement Agreements.”
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During the Track Record Period and up to the Latest Practicable Date, (i) we were not
subject to any material administrative or other penalties from any governmental authority in
connection with product quality or food safety, (ii) we were not ordered to undertake any
mandatory product recalls as required by any government authorities, which could have a
material adverse effect on our business, financial condition and results of operations, (iii) we
did not experience any incidents related to material product liability exposure, and (iv) we did
not receive any material complaints from customers in connection with product quality. During
the Track Record Period, we did not conduct any material product recalls that could have
adversely affected our business and results of operation.
Store Quality Control
We provide standardized, uniform guidance and supervision over the operation of stores
within our store network in terms of food safety, product selling and pricing, product display
and storage, store maintenance, marketing and promotion as well as staff training. We require
franchisees to strictly follow all applicable laws and regulations. See “— Our Store Network
— Store Operation.”
CUSTOMERS
Our customers include the franchisees who operate franchised stores pursuant to the
franchise agreements. During the Track Record Period, we generated a substantial majority of
revenue from (i) sales of goods to franchisees and (ii) fees for franchising services.
Substantially all of our five largest customers in each year/period during the Track Record
Period are our franchisees. Revenue generated from our largest customer in each year/period
during the Track Record Period accounted for 2.6%, 1.5%, 1.0% and 0.3% of our total revenue
in the respective year/period. Revenue generated from our five largest customers in each
year/period during the Track Record Period accounted for 9.8%, 5.8%, 2.5% and 1.3% of our
total revenue. During the Track Record Period, we were not subject to any material customer
concentration risk. As of the Latest Practicable Date, except for our largest customer in 2024,
which is our Directors, none of our Directors, their associates or any of our shareholders (who
owned or to the knowledge of Directors had owned more than 5% of our issued share capital)
had any interest in any of our five largest customers in each year/period during the Track
Record Period. See “— Our Franchise Model — Non-independent Franchised Stores.”
Consumer Feedback
We place great importance on our consumers’ feedback and actively collect consumer
opinions to improve our product offering and our customer service qualities. We collect
consumer feedback through different channels, including in-store surveys, customer service
hotline and online review solicitations, and evaluate the responses to continually optimize our
business operations.
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After-sales Services
We take consumer complaints seriously at both the store level and headquarters level.
When addressing consumer complaints in store, store staff must respond promptly and
responsibly. We require staff at every store, including our self-operated stores and franchised
stores, to address concerns regardless of in which store the purchase was made, quickly
assessing whether a product quality inspection is needed. If the product is inspected and
determined to have no quality issue, the staff will guide the consumer to the store manager for
further assistance. If the consumer remains unsatisfied, the issue will be escalated to our
customer service team at headquarters level, where we offer one-on-one consumer support
within 24 hours until the consumer is satisfied with the resolution.
Consumers can also bypass the stores and directly report complaints to headquarters level
through our customer service hotline or official platforms including our website, WeChat
official account, email and social media. We prioritize food safety issues, which are escalated
directly to our quality control manager. We require our customer service team at our
headquarters to resolve complaints within 48 hours of receipt. We employ a tiered approach to
issue resolution. Our customer service team directly manages routine matters such as returns
or compensation. For significant quality issues, we initiate a comprehensive recall process to
ensure complete product withdrawal from all stores. To prevent recurrence, our quality control
team compiles monthly reports on problematic products, mandating timely rectifications by
suppliers and conducting on-site audits when necessary. Our customer service representatives
maintain ongoing communication with consumers, conducting follow-up calls to ensure
satisfaction. For complex issues, such as those involving regulatory complaints, we coordinate
with our legal and compliance teams to ensure appropriate resolution.
During the Track Record Period and up to the Latest Practicable Date, we were not aware
of any material consumer complaints or other claims which may cause a material and adverse
effect on our business and results of operations.
DATA PRIV ACY AND SECURITY
In the ordinary course of business, we from time to time collect, store and use certain
personal information of consumers and franchisees. For example, (i) for consumers to place
online orders through our online applications, such as our WeChat mini-program, we may
collect information such as their account names, phone numbers and records of online orders,
(ii) for franchisees, during the franchisee onboarding process, we collect their basic
information, such as their names, ID numbers, educational records and work experience
records.
We strictly follow the relevant laws and regulations in collecting personal information,
and we continuously improve our practices in personal information protection by internal
inspections, supervision, review and other measures to ensure maximum protection of personal
information. For details on our risks associated with the protection of personal information, see
“Risk Factors — Risks Relating to Our Business and Industry — Any failure to comply with
data privacy protection and information security laws could harm our reputation, result in a
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loss of revenue, lead to substantial additional costs, and expose us to litigation and regulatory
scrutiny.” As of the Latest Practicable Date, our information systems are accredited the
Multi-Layer Protection Scheme Level III Certification (“ᚐɧॴ”)
awarded by the local branch of the Ministry of Public Security of the PRC, which endorses our
capability in system operation and information security. To ensure proper and sufficient
protection for user privacy and data security, we have implemented internal data security and
protection protocols which provide for data management responsibilities, data protection and
confidentiality procedures. We also update our policies and internal control measures for data
protection based on evolving regulatory requirements and industry standards. We implemented
several detailed measures with respect to cybersecurity and personal data protection. For
example, we notify consumers and obtain consents from them about how we collect and use
their personal data per the requirements of applicable laws. Data regarding our consumers’
online purchases made through third-party platforms are managed subject to those third-party
platforms’ data governance policies.
During the Track Record Period and up to the Latest Practicable Date, we had complied
with applicable laws and regulations relating to user privacy and data security in material
aspects. Given that legislation and law enforcement in the PRC on user privacy and data
security are still evolving, we will closely monitor further regulatory developments and take
appropriate measures in a timely manner. Nevertheless, the interpretation and application of
laws, regulations and standards on data protection and privacy shall follow the then effective
laws and regulations and are still evolving. Our data privacy and protection measures may not
always be considered sufficient under applicable laws and regulations. We may be subject to
investigations and inspections by government authorities regarding our compliance with laws
and regulations on data privacy, and our practices may not always fully comply with all
applicable rules and regulatory requirements. In addition, laws, regulations and standards on
data protection and privacy continue to develop and may vary from jurisdiction to jurisdiction.
Complying with emerging and changing international requirements may cause us to incur
substantial costs or require us to change our business practices. Additionally, the integrity of
our data privacy and protection measures is also subject to risks of systemic failure,
interruption, inadequacy, security breaches or cyber-attacks. See “Risk Factors — Risks
Relating to Our Business and Industry — Any failure to comply with data privacy protection
and information security laws could harm our reputation, result in a loss of revenue, lead to
substantial additional costs, and expose us to litigation and regulatory scrutiny.”
COMPETITION
China’s snack and beverage retail industry is highly competitive and fragmented. We
compete with other retailers in our industry in areas such as consumer loyalty, resource of
quality suppliers and store locations.
We believe that we are positioned favorably against our competitors on the basis of (i) our
continued rapid growth; (ii) our outstanding product offering capabilities supported by reliable
supply chain; (iii) our joyful and comfortable browsing and shopping experience, with a
consistency enabled by our standardized store operations; (iv) our deeply penetrated and
extensive store network coverage, with highly visible and easily accessible store locations; (v)
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our ingrained brand image and innovative marketing strategies; (vi) our full-stack digital
capabilities; and (vii) our strategic management team and integrity-driven, pragmatic corporate
culture. According to Frost & Sullivan, we are the largest chain retailer in China in terms of
GMV of snack and beverage products in 2024.
INTELLECTUAL PROPERTY
As of September 30, 2025, we had registered 16 patents, 119 copyrights and 18 domain
names, and we had 652 trademarks in China. For details, see “Appendix VI — Statutory and
General Information — Further Information about Our Business — Intellectual Property
Rights.”
As our brand names are becoming increasingly more recognized among consumers in
China, we believe that protecting our intellectual property rights is of significant importance
for our business operations, branding and reputation. We seek to protect our intellectual
property rights by registration of trademarks, trade secret protection and confidentiality
agreements executed with core employees and other third parties.
As of the Latest Practicable Date, we did not have any outstanding material proceedings
in connection with infringement of intellectual property rights brought by any third party that
could have a material and adverse effect on our business, financial condition or results of
operations; we were not aware of any threatened material proceedings or claims relating to
intellectual property rights against us that could have a material and adverse effect on our
business, financial condition or results of operations. See “Risk Factors — Risks Relating to
Our Business and Industry — Intellectual property infringement claims brought against us may
be costly to defend and could disrupt our business.”
EMPLOYEES
As of September 30, 2025, we had 8,578 full-time employees, all of whom are located in
China. The following table sets forth a breakdown of our employees by business function as
of the same date:
Business Function
Number of
Employees Percent (%)
Strategy and administrative /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118797 9.3
Store management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,574 41.7
Supply chain /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,121 24.7
Products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118590 6.9
Marketing and branding /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118288 3.4
Business development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,208 14.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,578 100.0
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Our success, to a considerable extent, depends upon our ability to attract, motivate and
retain a sufficient number of qualified employees. We adopt high standards in recruitment with
strict procedures to ensure the quality of new hires. We use various methods for our
recruitment, including campus recruitment, online recruitment, internal recommendation and
recruitment through headhunter firms or agents to satisfy our demand for different types of
talent. We believe we offer our employees competitive compensation packages and an
environment that encourages self-development and creativity. We design and offer various
training programs for employees of different departments and positions, covering subjects such
as operation, digitalization, research and development, branding and marketing, career
advancement and general management, in order to enhance their professional skill sets and
understanding of our Company and the industry.
We enter into employment contracts and confidentiality agreements with all of our
employees. We have a performance evaluation system to assess the performance of our
employees monthly, which forms the basis for determining the salary levels, bonuses and
promotions employees may receive.
During the Track Record Period, we engaged third-party human resource agencies or our
entrusted subsidiaries other than the employing entities to pay social insurance for certain of
our employees, and did not make full contributions to social insurance and housing provident
funds for certain employees.
During the Track Record Period, we had not received any notification from the relevant
PRC authorities requiring us to pay any shortfall with respect to social insurance and housing
provident funds or imposing any administrative penalties on us with respect to our social
insurance and housing provident fund contributions, nor were we aware of any material
employee complaints or involved in any material labor disputes with our employees with
respect to social insurance and housing provident funds. We undertake to fully comply with the
relevant laws and regulations as soon as practicable, subject to the cooperation of each of our
employees to make full contributions of social insurance and housing provident funds going
forward. If the relevant authorities order us to pay the outstanding social insurance and/or
housing provident funds or take rectification measures in accordance with applicable laws and
regulations, we will make such payments or make such rectification measures as soon as
possible within the specified period.
Considering the relevant regulatory policies, regulatory confirmations or interviews and
the facts as mentioned above, our PRC Legal Adviser is of the view that on the premise of no
significant changes of the current governmental policies and regulations, as well as
implementation and supervision requirements of the local governments, (i) the risk of us being
required by relevant PRC authorities to pay the material shortfall of social insurance and
housing provident fund contributions is remote, and (ii) the risk of us being subject to material
administrative penalties for failing to make social insurance and housing provident funds in
full is remote.
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See “Risk Factors — Risks Related to Our Business and Industry — We May be Subject
to Additional Contributions of Social Insurance and Housing Provident Funds and Late
Payments and Fines Imposed by Relevant Governmental Authorities.”
We have not experienced any significant labor disputes which have adversely affected or
are likely to have adverse effects on our business operations. We believe we have maintained
a good relationship with our employees, and we did not have any material labor disputes during
the Track Record Period and up to the Latest Practicable Date.
INSURANCE
We have retained the statutory social insurances as required by the relevant PRC laws and
regulations, such as pension insurance, unemployment insurance, maternity insurance, labor
injury insurance and medical insurance. We also maintain insurance policies covering
employer liability. We have property insurance for our inventories. We do not have any
property insurance for our equipment and facilities to cover personal injury or loss resulting
from fires, earthquakes, floods or other disasters. We believe our existing insurance coverage
is adequate for our existing operations and is in line with industry standards in China.
Nevertheless, we may be exposed to claims and liabilities which exceed our insurance
coverage. See “Risk Factors — Risks Relating to Our Business and Industry — The insurance
policies we have might not offer sufficient coverage for all risks related to our business
operations.”
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
We believe that environmental, social and governance (“ ESG”) matters are essential to
our sustainable growth. We are committed to embedding ESG principles across our entire value
chain to build a sustainable community food consumption ecosystem. Our ESG efforts focus
on product quality and safety, responsible supply chain management, sustainable packaging
and resource efficiency, consumer rights protection, community engagement, compliant
employment practices and developing a resilient and structured talent bench.
We are progressively establishing a systematic ESG strategy, supported by a framework
of quantitative targets and key performance indicators (“ KPIs ”) to ensure that our initiatives
are actionable, trackable and sustainable. In addition, we have established a regular review
mechanism to assess the effectiveness of ESG-related policies and continuously enhance
relevant management procedures.
ESG Governance
We recognize that a comprehensive and well-defined ESG governance structure is an
essential cornerstone for achieving sustainable development. To effectively manage
ESG-related matters, we have established a top-down governance framework with clearly
delineated roles and responsibilities, comprising the Board of Directors, the Senior
Management Team (the “ Senior Management ”) and the ESG Working Group.
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Board of Directors : Responsible for reviewing and approving ESG strategies, overseeing
key risks and opportunities and guiding the overall direction.
Senior Management : Composed of senior executives and management team. Key
responsibilities include:
 Identifying and assessing ESG-related risks and opportunities;
 Setting ESG goals and metrics, formulating and evaluating ESG strategies and
mitigation plans;
 Overseeing ESG matters to ensure policy implementation; and
 Evaluating the effectiveness of the ESG framework and reporting to the Board.
ESG Working Group : Consisting of specialists from key functional departments,
including supply chain management, operations, human resources, marketing and legal. The
group is responsible for executing ESG initiatives, convening regular meetings to discuss
progress and outcomes and coordinating ESG-related work across departments, such as store
operations, procurement and information technology. The group also reports to senior
management on ESG matters.
ESG Policies
To ensure compliance and promote sustainable development amid our expansion, we have
formulated a comprehensive set of ESG policies covering a wide range of key areas, including
food safety and quality, sustainable packaging and waste management, ESG assessments in
supply chains, information security and data protection, employee rights and occupational
health, business ethics and community welfare.
All policies are developed in line with the core principles of industry compliance, social
responsibility and effective implementation. These policies have been embedded into our
product management, operational standards, franchise system and day-to-day store execution
to ensure ESG concepts are fully embedded in all aspects of our business.
Materiality Assessment
Based on our business characteristics and strategic direction within the snack and
beverage retail industry, we identify and assess material ESG issues through industry research,
store and franchisee surveys, consumer feedback and stakeholder interviews. Our evaluation is
based on three key dimensions:
 Materiality of the issue;
 Effectiveness of issue management; and
 Potential financial impact on the Company.
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Following this assessment, we have identified the following material ESG issues closely
related to our business operations, ranked by significance:
Material ESG Issues
Food Safety and
Traceability /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
We implement end-to-end quality and safety control over all
products currently on sale to ensure full compliance with
national food safety standards. We have established a
traceability system covering raw materials, production,
distribution and retail stores.
Efficient Supply Chain
Management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
We continue to upgrade our digital systems, enhance supplier
selection and evaluation, and strengthen coordination and
inventory management across the supply chain to ensure
efficient and stable supply.
Food Waste
Management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
We leverage data systems to optimize replenishment and
product display strategies, thereby reducing food waste from
expired products.
Environmental
Footprint
Management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
We focus on managing energy use, water consumption and
emissions during daily store operations, and we promote the
establishment of green store standards to improve
environmental performance.
Energy Efficiency /H1118/H1118/H1118/H1118/H1118/H1118We improve energy efficiency at store level, optimize logistics
operations and promote the use of energy-saving equipment,
thereby reducing overall energy consumption.
Employee Health and
Safety /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
We care about the occupational health and safety of our
employees, and provide comprehensive protection, training
and career development for frontline employees.
Employment and
Diversity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
We strictly comply with labor laws and regulations and
promote equal opportunity and cultural diversity, aiming to
build a sustainable talent pipeline.
Franchisee Compliance
Management /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
We have established a comprehensive franchise compliance
system to promote ESG alignment across our franchise
network.
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Material ESG Issues
Business Ethics and
Anti-corruption /H1118/H1118/H1118/H1118/H1118
We uphold high standards of business integrity and ethics, and
have implemented relevant training, monitoring and
accountability systems.
Product Innovation and
Nutritional Value /H1118/H1118/H1118/H1118
We actively develop products with fewer additives and higher
nutritional value, aligning with national health policy such as
the “Outline of the ‘Healthy China 2030’ Plan” ( “਄ੰʕ
਷2030”‘), to expand healthy snack options for
consumers.
Community Engagement
and Public Welfare /H1118/H1118/H1118
We actively engage in community initiatives, fulfill our
corporate social responsibility and strengthen emotional
bonds with the communities we serve.
Policy and
Collaboration /H1118/H1118/H1118/H1118/H1118/H1118/H1118
We closely monitor policy developments in areas such as food
safety, packaging and labor practices, while actively
participating in industry exchanges and collaborative
standard-setting.
We plan to further refine our materiality assessment to include more stakeholder inputs
and to enhance our ESG materiality matrix in alignment with our strategic development.
ESG Risks and Opportunities
Informed by the material topics identified above, we strategically identify, prioritize and
manage ESG risks that may significantly impact our operations, supply chain and the
communities we serve. The major ESG risks are as follows:
i. Food Safety and Quality Risk. Potential contamination or non-compliance could lead
to reputational and regulatory crises. We mitigate this through standardized quality
inspection protocols and random store audits.
ii. Supply Chain Stability Risk. V olatility in raw materials, climate impact or supplier
non-compliance may disrupt our stable supply. We have built a diversified supplier
network and established emergency coordination mechanisms.
iii. Packaging and Waste Management Risk . The widespread use of disposable
packaging increases environmental pressure. We are progressively adopting eco-
friendly materials and exploring store-level recycling systems.
iv. Food Waste Risk . A wide range of SKUs may result in product expiration and waste.
We utilize data systems to optimize replenishment and display strategies.
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v. Energy and Resource Utilization Risk . Frequent product launches and extensive
store operations increase energy and logistics consumption. We promote energy-
efficient equipment and optimize distribution and cold chain logistics.
vi. Employee and Franchise System Risk . We continuously enhance training and audit
mechanisms within our franchise network to promote standardized and regulated
employee rights management, ensuring full compliance across the network.
vii. Occupational Health and Safety Risk . High-intensity store roles may pose physical
health risks. We provide protective equipment, pre-job training and rational
scheduling for relevant employees.
viii. Business Ethics and Compliance Risk . We promote integrity through anti-corruption
pledges and internal whistleblower channels.
ix. Regulatory and Policy Change Risk . New regulations on food, consumption tax and
packaging may affect operational costs. We closely monitor policy trends and
actively engage with industry associations.
As society shifts towards a low-carbon economy, rising environmental awareness has
created new opportunities for sustainable development in the snack and beverage retail
industry. We focus on offline store operations and stand out by optimizing warehousing,
logistics and in-store display flows, while improving energy efficiency. This gives us a
competitive edge in environmental management, enabling us to better attract consumers and
business partners.
At the same time, consumers are increasingly focused on a healthy diet and nutritional
balance. We adhere to a differentiated product positioning strategy and continue to enrich our
portfolio of healthy snack products — such as low-sugar, low-salt, non-fried and naturally
sourced offerings — to meet diverse demands, enhance brand influence and grow our market
share.
Environmental Protection
We strictly comply with the Environmental Protection Law of the People’s Republic of
China, the Water Pollution Prevention and Control Law of the People’s Republic of China, the
Atmospheric Pollution Prevention and Control Law of the People’s Republic of China, the
Solid Waste Pollution Prevention and Control Law of the People’s Republic of China and other
relevant laws and regulations. During the Track Record Period and up to the Latest Practicable
Date, we were not subject to any significant fines or administrative penalties due to
non-compliance with environmental laws in China.
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Use of Water
We are not faced with issues in accessing applicable water sources. Our water supply is
obtained from municipal water utility companies in the locations of our administrative offices
and warehouses. We are committed to strictly complying with local environmental protection
laws and regulations, ensuring that environmental impact assessments and inspections are
conducted as required, and managing wastewater discharge in a compliant and efficient
manner.
Furthermore, we actively enhance water use efficiency and adhere to the philosophy of
green development. We have installed water-saving devices in our warehouses and office areas
to reduce water wastage in daily operations. Additionally, we optimize cleaning processes to
minimize water consumption in the same areas, thereby improving overall water resource
utilization. In 2024, we set a clear goal to enhance water efficiency, aiming to reduce water
consumption intensity by 5% between 2024 and 2034.
The following table sets forth our water consumption during the Track Record Period:
Y ear ended December 31,
Indicators 2022 2023* 2024
Water Source
Tap water/municipal water
withdrawal (m 3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,467.4 51,089.6 104,070.5
Water use intensity (m 3 of water
withdrawal/RMB millions of
revenue)* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188.04 4.96 2.65
Note: The 2023 revenue and tap water/ municipal water withdrawal includes data of Busy for Y ou from January
to December and Super Ming in December.
Waste Management
During our daily operations, we generate general waste, recyclable waste and food waste,
all of which are classified as non-hazardous waste. Our business activities do not involve the
generation of hazardous waste.
 General waste : Includes household waste and food packaging waste generated from
daily operations in office areas and warehouses.
 Recyclable waste : Includes recyclable materials such as cardboard and wooden
pallets from logistics and warehousing processes.
 Food waste : Includes expired or damaged food products that cannot be sold. We
implement waste reduction measures to minimize food waste.
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In 2024, our total non-hazardous waste output was approximately 1,880 tons. We have
implemented a systematic waste management strategy to reduce the environmental impact of
waste and improve resource utilization efficiency. In our office areas and warehouses, we
continuously strengthen the separation management of general and recyclable waste, exploring
optimized classification measures to gradually increase the recycling rate of reusable materials.
Additionally, we collaborate with third-party recycling agencies to recycle materials such as
cardboard and wooden pallets to reduce landfill waste. Furthermore, we optimize inventory
management to minimize food expiration. For non-recyclable waste, we strictly adhere to local
environmental regulations to ensure its safe and compliant disposal. We have set a target to
reduce non-hazardous waste intensity by 5% between 2024 and 2034. Moving forward, we will
continue to optimize waste management, improve resource recovery and utilization rates and
promote more sustainable business practices to further minimize our environmental impact.
Climate Change and Response
Climate change presents unprecedented challenges to global economic development. In
recent years, international attention to climate change has intensified. The Paris Agreement,
which came into effect in November 2016, aims to limit global warming to well below 2°C
above pre-industrial levels, with efforts to further limit the increase to 1.5°C. The Chinese
government has actively committed to global climate change cooperation by promoting
emission reduction efforts and setting carbon peak and carbon neutrality targets.
We recognize the adverse impacts of global climate change on our society and economy
and understand its close relevance to our business, strategy and financial performance. Through
assessment, we have identified two primary risks associated with climate change: physical
risks and transition risks.
 Physical risks : These refer to the direct physical impacts of extreme weather events
(e.g., typhoons, heavy rainfall) and natural disasters (e.g., floods, droughts) on our
business operations. Such events may cause fluctuations in raw material prices,
supply chain disruptions or logistics obstructions, and may also damage stores
within our store network, warehouses and offices while posing safety threats to
customers, suppliers and employees. We have not yet established a response plan for
the aforementioned physical risks. However, we fully recognize the potential impact
of climate change on our supply chain and operations. In the future, we plan to
strengthen the identification and management of climate-related risks and gradually
develop corresponding emergency mechanisms to enhance business resilience and
minimize the risk and impact of business disruptions.
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 Transition risks : Changes in global low-carbon transition policies and market
preferences may impose additional operational and compliance costs on us, thereby
affecting our business and financial performance. As consumer awareness of
environmental protection and health rises, there is a growing demand for food
traceability, environmental standards and healthier products. This requires us to
diversify our product offerings, enhance food quality and reduce our carbon
footprint (e.g., promoting sustainable sourcing) to meet market expectations. We
will continue to monitor government regulations, compliance requirements and
stakeholder expectations while actively exploring more sustainable business models
to mitigate the impact of climate change on our operations.
Climate-Related Targets and Indicators
We recognize that optimizing energy management and reducing greenhouse gas (“ GHG”)
emissions are key to effectively addressing climate change risks. Energy consumption is
closely linked to GHG emissions. Our GHG emissions include Scope 1 and Scope 2 emissions.
Scope 1 emissions refer to direct emissions from sources we own or control, such as refrigerant
use in office air conditioning systems and fuel combustion in company vehicles. Scope 2
emissions refer to indirect emissions from purchased electricity used in our warehouses and
administrative offices.
Although our overall energy consumption may increase as our business grows, we are
committed to adopting greener measures to reduce our energy consumption intensity and GHG
emission intensity. We aim to decrease both energy consumption intensity and GHG emission
intensity by 5% between 2024 and 2034.
The following table sets forth our GHG emissions and resource consumption during the
Track Record Period:
Y ear ended December 31,
Indicators 2022 2023* 2024
Greenhouse Gas
Scope 1 greenhouse gas direct emission
(tons of carbon dioxide equivalent) /H1118/H1118 139.7 307.6 475.3
Scope 2 greenhouse gas indirect
emission (tons of carbon dioxide
equivalent) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118884.3 1,574.2 5,494.9
Total greenhouse gas emissions
(tons of carbon dioxide equivalent) /H1118/H1118 1,024.0 1,881.8 5,970.2
Greenhouse gas emissions intensity
(tons of carbon dioxide
equivalent/RMB millions of
revenue)* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.24 0.18 0.15
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Y ear ended December 31,
Indicators 2022 2023* 2024
Energy Consumption
Consumption of purchased electricity
(million watt-hours) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,449.4 2,580.3 9,006.6
Consumption of purchased electricity
intensity (million watt-hours/RMB
millions of revenue) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.34 0.25 0.23
Gasoline (liter) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 45,596.0 38,621.0
Gasoline consumption intensity
(liter/RMB millions of revenue)* /H1118/H1118/H1118/H1118 – 4.43 0.98
Note: The 2023 revenue, emission and consumption amount includes data of Busy for Y ou from January to
December and Super Ming in December.
Energy and GHG Management
We have established procedures to reduce energy consumption and GHG emissions,
continuously optimizing resource utilization and improving energy efficiency. We strictly
comply with the Energy Conservation Law of the People’s Republic of China and other
relevant laws and regulations. Our energy-saving measures include:
 Optimizing warehouse energy management : We have installed high-efficiency LED
lighting systems in our warehouses, equipped with smart sensor lighting to reduce
unnecessary energy consumption. Additionally, we use energy-efficient air
conditioning and cold chain equipment, conducting regular maintenance.
Furthermore, we leverage smart temperature control systems to ensure safe storage
while controlling energy use.
 Green office practices : In our administrative office buildings, we optimize air
conditioning usage, maximize natural lighting and promote paperless office
practices. Moreover, we prioritize purchasing energy-certified equipment and
encourage energy-saving habits, such as setting office devices to standby mode
when not in use.
 Green packaging : We reduce packaging waste by using reusable straps instead of
traditional wrapping film in our warehouses and optimize packaging strategies to cut
excess and improve transport efficiency.
 Optimizing logistics and supply chain : We use smart inventory management to
maximize warehouse space and reduce waste. Efficient route planning decreases
fuel use and carbon emissions during transport. We also collaborate with suppliers
to adopt sustainable packaging and transport methods.
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Metrics and Targets
We are dedicated to conducting our business in an environmentally sustainable manner.
To achieve this, we have identified certain quantitative reduction targets for our key
performance indicators discussed above to guide our operations. We aim to reduce the intensity
of our GHG emissions, water usage and electricity consumption by 5% in ten years from 2024
to 2034. Although our overall GHG emissions, water and electricity consumption increased
during the Track Record Period, the intensity of these metrics decreased year on year from
2022 to 2024, despite of our business growth as witnessed by our rising revenue.
To achieve these goals, we have devised a phased, metrics-driven ESG roadmap. This
roadmap is structured across short-term (2024-2026), medium-term (2027-2029) and long-term
(2030-2034) horizons. This approach ensures measurable progress, capacity-building and
alignment with national carbon and energy objectives. In the short-term, which is the
fundamental phase, we will focus on establishing baseline data, piloting reduction measures
and embedding ESG practices across our operations. In the medium-term, we will integrate
sustainability into all operational workflows, while, in the long-term, we aim to realize our
cumulative 5% reduction targets and align with emerging national and global standards.
GHG Emissions
Despite our operational expansion, we aim to limit our annual growth in Scope 1 and 2
GHG emission intensity to 1% by the end of 2026. To achieve this, we will conduct
comprehensive GHG emissions audits across our warehouses and headquarters and replace
more than 30% of our existing delivery vehicles with electric or hybrid models by the end of
2026. Looking ahead, we plan to achieve a further 3% reduction in Scope 1 and 2 GHG
emission intensity by the end of 2029 from the 2026 levels. To accomplish this, we will expand
our electric vehicle fleet to cover 70% of our logistics and implement low-emission
refrigeration systems in our warehouses by the end of 2029. Moving forward, we aim for at
least a 5% reduction in Scope 1 and 2 GHG emission intensity by the end of 2034 from the
2024 baseline. To reach this long-term target, we will gradually integrate carbon performance
into our vendor and franchisee evaluations, ensuring a comprehensive approach to
sustainability.
Water Consumption
From 2024 to 2026, we aim to reduce water use intensity by 0.5% annually. To achieve
this, we will promote water-saving guidelines by the end of 2025 and install water-efficient
fixtures and automated systems in our warehouses and office buildings by 2026. Looking
ahead, we target a cumulative 3% reduction in water use intensity by 2029 from the 2024
baseline. This will involve expanding greywater reuse systems to all our self-operated
warehouses and auditing and retrofitting high-consumption legacy infrastructure by the end of
2029. In the long term, we aim to achieve a cumulative 5% reduction in water use intensity by
the end of 2034 from the 2024 baseline. To reach this goal, we will partner with local
governments to implement community water stewardship programs, ensuring sustainable water
management practices.
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Electricity Consumption
From 2024 to 2026, we aim to decrease electricity consumption intensity by 0.5%
annually. To achieve this, we will launch energy efficiency training for employees and
warehouse managers by the end of 2025. Additionally, we will begin using green electricity,
ensuring that at least 10% of electricity in our operations is sourced sustainably, and replace
lighting systems with LEDs across all our owned properties by the end of 2026. Looking
further ahead, we aim to reduce electricity consumption intensity by a cumulative 3% by the
end of 2029 from the 2024 baseline. This will involve transitioning at least 25% of electricity
used to green electricity, as well as introducing smart energy meters and monitoring all
warehouses by the end of 2029. In the long term, we target a cumulative 5% reduction in
electricity consumption intensity by the end of 2034 from the 2024 baseline. To reach this goal,
we will transition at least 50% of our electricity used to green electricity and use building
energy modelling to retrofit warehouses with net-zero design features by the end of 2034.
Supply Chain Management
Guided by our principles of “high quality and sustainability,” we are dedicated to building
a transparent, compliant and resilient supply chain governance system. By implementing
institutional controls, comprehensive risk management and industry-wide collaboration, we
drive efficiency and sustainability across our supply chain. All suppliers must undergo rigorous
assessments and background reviews by our food safety, quality control and procurement teams
before entering our supply network.
We continuously enhance our supply chain management by refining supplier admission
criteria, procurement processes and performance evaluations. We prioritize the quality
producers in each product category nationwide, with annual framework contracts that explicitly
define the Supplier Code of Conduct , Integrity Statement , and Violation Handling Procedures .
Our governance framework covers core compliance areas, including ethical collaboration,
anti-money laundering and financial transparency, which are integrated throughout
procurement, expense management and marketing activities.
To further enhance compliance and sustainability, we conduct regular supplier
assessments, evaluating quality, pricing, delivery timelines and adherence to environmental
and social responsibilities. We provide timely recommendations for improvement and monitor
their implementation to optimize our supply chain.
Moving forward, we will continue optimizing and upgrading every aspect of the supply
chain through a reliable audit system and a well-structured framework for training, evaluation
and incentives, ensuring continuous improvements in supply chain management and
contributing to the company’s high-quality development goals.
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Employment Compliance
We adhere to a legally compliant and people-centric employment philosophy, strictly
following the Labor Law of the People’ s Republic of China , the Labor Contract Law of the
People’ s Republic of China and other relevant regulations to protect employees’ legitimate
rights and interests. We are committed to fostering a fair, just and transparent working
environment that supports the mutual growth of employees and our Company.
As of September 30, 2025, our workforce totaled 8,578 employees across gender and age:
 Gender : Male (65.6%), Female (34.4%)
 Age: Under 30 (65.8%), 31-50 (34.0%), Over 50 (0.2%)
This balanced workforce composition establishes a strong talent foundation for our
Company’s sustainable and stable development.
We are committed to fostering a diverse, inclusive and equitable workplace, strictly
adhering to non-discrimination policies that eliminate biases based on gender, age, origin,
ethnicity or religion. Additionally, we equally employ people with disabilities and support
underprivileged groups in securing job opportunities, promoting inclusive development across
our workforce and franchise network.
Occupational Health and Employee Well-Being
We have implemented an employee health management framework covering every stage
of employment. New hires undergo mandatory health screenings, including verification of
legal age and medical fitness. Annual health check-ups are provided for all employees, with
specialized safety management training courses for high-risk roles in warehousing and
logistics. Additionally, we offer mental health support services, fostering a positive and
supportive workplace culture.
To reinforce workplace safety, we fully implement occupational health and safety
regulations. Protective equipment — including reflective vests and safety gear — is provided
for frontline roles, and strict no-smoking policies are enforced in designated areas. We have
integrated “safety” into our warehouse management standards. Regular fire drills, equipment
training and emergency response exercises further strengthen our safety culture.
Our full-stack health and safety management system, built on systematic oversight,
training programs and risk control measures, has resulted in full regulatory compliance and
zero major safety incidents to date. We remain committed to enhancing workplace health
protections, setting industry benchmarks for best practices.
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Business Ethics
We prioritize ethical business practices and compliance, upholding the principles of
fairness, integrity and transparency in all collaborations. Before entering any business
relationships, we conduct thorough background checks such as supplier access and factory
inspections before cooperation on potential partners including suppliers and franchisees to
prevent risks related to dishonest conduct.
To strengthen risk management, we proactively identify, categorize and address potential
risks through tailored contingency plans. By embedding compliance and ethical governance
into our corporate framework, we consistently generate long-term value for shareholders,
customers, employees and society.
Anti-Corruption
We uphold a zero-tolerance policy towards all forms of corruption and bribery.
Anti-corruption and integrity governance form an integral part of our corporate governance
framework, with compliance requirements deeply embedded in our corporate culture and daily
operations. We have fully implemented an employee integrity declaration system, under which
all employees are required to proactively deliver an “integrity statement” (“׼before
establishing cooperation with third parties such as our franchisees and suppliers, clearly
communicating our stance against any form of bribery, kickbacks or personal gain. This
measure strengthens integrity awareness and ensures that all business partnerships are built on
a foundation of transparency and fairness.
To detect and address misconduct, we have established a dedicated internal investigation
department and an anti-fraud task force which rigorously investigate corruption, misconduct
and compliance violations. Additionally, we maintain confidential and secure whistleblower
channels, ensuring that unethical behavior can be reported and swiftly addressed.
Social Responsibility and Community Engagement
We always uphold the concept of corporate social responsibility and value the importance
of charity. With the core principle of “focusing on needs and precise assistance,” we combine
corporate advantages and local needs and actively participate in public welfare undertakings
such as education support, poverty alleviation, disaster relief and community construction.
Our “need-based & targeted assistance” strategy ensures that philanthropic efforts align
with local community needs. Up until now, our cumulative charitable contributions have
continue to grow, positively impacting various public welfare sectors. By upholding our
commitment to social responsibility, we strive to foster a compassionate, sustainable and
socially responsible corporate culture.
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PROPERTIES AND FACILITIES
Our corporate headquarters are located in Changsha, Hunan Province, China.
As of the Latest Practicable Date, none of the properties held or leased by us had a
carrying amount of 15% or more of our consolidated total assets. According to section 6(2) of
the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions)
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.
Owned Properties
As of September 30, 2025, we owned one land use right in China with an aggregate area
of 77,686.9 sq.m., on which we plan to build facilities mainly used for warehousing purposes.
Leased Properties
As of September 30, 2025, we leased 196 properties in China with an aggregate area of
900,915.2 sq.m. from third parties, mainly as our office spaces, warehousing facilities and our
self-operated stores.
As of the Latest Practicable Date, among all of our leased properties as of September 30,
2025, the lessors for 40 properties with an aggregate area of 161,214.3 sq.m. mainly used as
our office spaces and warehousing facilities and 23 properties with an aggregate area of
9,368.7 sq.m. used as our self-operated stores had not provided us with title certificates or
authorizations from the property owners for the lessors to sublease the properties. As advised
by our PRC Legal Adviser, as the tenants, we would not be subject to any administrative
penalties pursuant to the relevant laws and regulations. However, if any of these leases is
terminated as a result of challenges by third parties, we may not be able to continue to use the
properties.
In addition, as of the Latest Practicable Date, among all of our leased properties as of
September 30, 2025, the lease agreements for 86 leased properties with an aggregate area of
494,394.9 sq.m. mainly used as our office spaces and warehousing facilities and 31 properties
with an aggregate area of 11,860.7 sq.m. used as our self-operated stores have not been
registered and filed with the relevant government authorities in the PRC, mainly due to the
difficulty of procuring the relevant landlords’ cooperation to register their leases. Our PRC
Legal Adviser has advised us that the failure to complete the registration of lease agreements
will not affect the validity of the lease agreement; however, the relevant PRC authorities may
require us to complete the registration, and if we still fail to do so, we may be imposed a fine
ranging from RMB1,000 to RMB10,000 for each of such lease agreements.
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As of the Latest Practicable Date, among all of our leased properties as of September 30,
2025, one leased property with an aggregate area of 30,300 sq.m. used as our warehousing
facility was leased from an independent third party and was located on collectively owned land
(ණ᜗ɺή). As advised by our PRC Legal Adviser, due to the failure of the lessor to provide
appropriate decision-making documents of its internal authority to lease this land, the leasing
procedures of the land and leased property do not comply with relevant legal laws and
regulations for lease of collectively-owned land. As advised by our PRC Legal Adviser, the
lease of the collectively owned land may be required to be rectified. There is a potential risk
that we may be forced to vacate this leased property. See “Risk Factors — Properties and
Facilities — Leased Properties” for the details of the risks we face due to such issues.
Our Directors believe that the foregoing issues, individually or in aggregate, do not have
a material adverse impact on our business operations or financial condition, given that
(i) during the Track Record Period and up to the Latest Practicable Date, our leases for the
leased properties with title defects were not challenged by third parties or relevant authorities
that had resulted in any material disputes, lawsuits or claims in connection with the rights to
lease and use such properties occupied by us; (ii) the lack of registration of the leased
properties does not affect the validity of the respective lease agreements; (iii) some of our lease
agreements provide for breach liability if the lessor fails to perform under the lease or if there
are defects in the properties; if the lessor fails to perform under the lease or causes loss to us
due to defects in the leased property, the lessor is liable for damages or penalties, allowing us
to seek remedies under these provisions; (iv) the revenue contribution from the relevant leased
properties was immaterial during the Track Record Period; and (v) the leased properties are
used for offices, warehouses, employee dormitories and self-operated stores, among others and
we believe there is a sufficient supply of similar properties and do not expect any impediments
to our promptly obtaining alternative properties on equivalent terms.
LICENSES, APPROV ALS AND PERMITS
As advised by our PRC Legal Adviser, up to the Latest Practicable Date, except as
disclosed below, we have obtained all requisite licenses, approvals and permits from relevant
authorities that are material for our operations in the PRC and such licenses, approvals and
permits are valid and effective.
Fire Safety
As of the Latest Practicable Date, although we mandate all the self-operated stores that
meet the aggregate area thresholds prescribed by applicable PRC laws and regulations to duly
complete Fire Safety Procedures, we were unable to complete the record-filing of fire safety
acceptance check (ࣩthe “ Fire Safety Filings ”) with respect to three leased
properties (the “ Filing Related Properties ”) used as our self-operated stores. These properties
have an aggregate area of approximately 1,360 sq.m., accounting for approximately 20.6% of
the aggregate area of all leased properties of our self-operated stores as of the Latest
Practicable Date. Among the self-operated stores using the Filing Related Properties, two were
opened in 2024 and the other was opened in 2025. The aggregate revenue from these Filing
Related Properties amounted to RMB41.8 million in the nine months ended September 30,
2025, with the relevant revenue in the nine months ended September 30, 2025 accounting for
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0.1% of our total revenue in the nine months ended September 30, 2025. We failed to complete
the Fire Safety Filings for the decorating projects of these Filing Related Properties, mainly
because the leased property is temporary structure without property right certificate, which
caused infeasibility in our applications for the Fire Safety Filings, or the owner of the leased
property has not completed the Fire Safety Filings for the entire property within which our
leased premises are located, which caused infeasibility in our applications for the Fire Safety
Filings. As advised by our PRC Legal Adviser, according to the relevant laws and regulations,
failure to complete the Fire Safety Filings might subject us to (i) the order for effecting
rectification and a fine of no more than RMB5,000 for each project; and (ii) the cessation of
our operation of the stores if such project does not pass a spot check.
As of the Latest Practicable Date, we were unable to complete the pre-opening fire safety
inspections (ݟthe “ Fire Safety Inspections ”) with respect to five leased
properties (the “ Inspection Related Properties ”) used as our self-operated stores. The
Inspection Related Properties had an aggregate area of approximately 1,310 sq.m., accounting
for approximately 19.8% of the aggregate area of all leased properties of our self-operated
stores as of the Latest Practicable Date. Among the self-operated stores using the Inspection
Related Properties, one was opened prior to the Track Record Period and four were opened
during the Track Record Period. The aggregate revenue from these Inspection Related
Properties amounted to RMB11.4 million in 2022, RMB14.5 million in 2023, RMB100.8
million in 2024 and RMB38.7 million in the nine months ended September 30, 2025,
accounting for 0.3%, 0.1%, 0.3% and 0.1% of our total revenue for the respective periods.
These amounts are not derived directly from our regularly maintained accounting records that
are subject to our internal controls over financial reporting and, instead, are manually
calculated based on revenue of our relevant stores falling within the definition of Inspection
Related Properties. Two of these Inspection Related Properties are also a Filing Related
Properties. We failed to complete the Fire Safety Inspections for the Inspection Related
Properties, mainly because the leased properties are temporary structures without property
right certificates, which caused infeasibility in our applications for the Fire Safety Inspections.
As advised by our PRC Legal Adviser, according to the relevant laws and regulations, all public
gathering places (“הare required to complete Fire Safety Inspections before
commencing operations if their property sizes exceed the relevant thresholds required by the
relevant laws and regulations. Our PRC Legal Adviser further advised that failure to complete
the Fire Safety Inspections might subject us to discontinue the construction, use, production or
operation and be fined not less than RMB30,000 and not more than RMB300,000.
As of the Latest Practicable Date, the relevant regulatory authorities had not imposed any
material administrative actions, fines or penalties for our inability to complete the necessary
Fire Safety Filings and Fire Safety Inspections (together, the “ Fire Safety Procedures .”) In
addition, we have obtained the Public Credit Legal and Regulatory Compliance Certification
Reports from relevant government authorities confirming that, during the Track Record Period,
the competent authorities did not impose any administrative actions, fines or penalties for our
inability to complete the necessary fire safety procedures. Moreover, during the Track Record
Period, revenue generated from our Filing Related Properties and Inspection Related Properties
(together, the “ Relevant Properties ”) is immaterial. In case any of these stores were ordered
to be closed down, we believe we can relocate to alternative properties within a reasonable
period of time and at reasonable costs as there are sufficient alternative leased properties
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available in the applicable regions and we believe we can swiftly find substitute sites based on
our past site selection experience. Therefore, we believe that even if the failure to complete the
Fire Safety Procedures subject us to government-ordered cessation of our operation of the
stores, such administrative penalties would not have a material and adverse effect on our
operations.
Despite our failure to complete in time the Fire Safety Procedures due to the various
reasons outlined above during the Track Record Period, we nonetheless placed significant
importance on the fire safety, with a goal to mitigate our risk exposure to potential fire safety
accidents and public safety concerns. To this end, we have taken a series of internal control
measures for our self-operated stores, which include: (i) designating experienced personnel to
identify risks and design safeguards that aid at preventing, controlling and mitigating the
effects of fires when renovating new stores; (ii) providing training on fire safety to our store
staff, which cover key aspects of our daily operations, and organizing fire drills from time to
time to increase our store staff’s fire safety awareness; (iii) installing the necessary fire safety
equipment as required by applicable PRC laws and regulations, including fire extinguishers,
smoke detectors and automatic water spray in our self-operated stores, warehouses and
processing facilities, etc.; (iv) installing proper evacuation route indication signs and, where
applicable, proper emergency exits; and (v) consulting our external PRC legal counsel from
time to time to make sure our employees are aware of the latest laws, regulations and local
policies regarding fire safety and do our reasonable best efforts to complete the record-filing
of fire safety acceptance checks before the start of business in accordance with the relevant
laws and regulations.
Moreover, we have engaged a fire safety consultant (the “ Fire Safety Consultant ”) to
conduct fire safety evaluations on each of the Relevant Properties as an Independent Third
Party qualified to conduct such services in accordance with the relevant PRC laws and
regulations. It is engaged in the maintenance and inspection of fire safety facilities and fire
safety evaluation, has the relevant qualifications and certificates and has a dedicated inspection
team consisting of certified fire engineers and fire safety specialists with extensive prior work
experience in the maintenance and inspection of fire safety facilities and fire safety evaluation.
The Fire Safety Consultant has conducted a comprehensive review and inspection which was
completed by December 2025. According to the Fire Safety Consultant’s reports, upon
inspection at all these Relevant Properties, (i) the Relevant Properties have never experienced
any fire safety accidents, nor have they faced significant administrative penalties from fire
rescue authorities or been cited for fire safety violations; (ii) the business premises of the
Relevant Properties have been equipped with sufficient fire safety equipment, signage, safe
evacuation conditions and emergency evacuation plans, all of which are in proper working
order and do not pose any major fire hazards; (iii) all of these premises have complied with the
applicable fire safety laws, regulations and standards to the extent the Fire Safety Procedures
for the Relevant Properties, as the case may be, could be completed; (iv) we were not able to
complete the Fire Safety Procedures for the Relevant Properties for reasons other than fire
safety defects; and (v) there are no material impediments for the Relevant Properties to
complete the required fire safety filings, upon submission of applications and all the requisite
documents.
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For franchised stores, we have implemented multi-layered fire safety management
measures. Contractually, (i) franchisees are typically required to warrant that the renovation of
the franchised store complies with applicable national safety regulations; (ii) franchisees are
required to ensure that the renovation and decoration of the franchised stores meet our
acceptance standards; and (iii) franchisees are required to independently obtain all permits and
licenses necessary for the opening and operation of the stores, and to bear sole responsibility
for any legal risks arising from the operation of the stores. See “Risk Factors — Risks Relating
to Our Business and Industry — We and Our Franchisees Require V arious Approvals, Licenses
and Permits to Operate Our Business.” In addition, we have taken a series of internal control
measures to ensure the fire safety of our franchised stores, such as (i) imposing contractual
obligations on franchisees regarding fire safety measure as discussed above; (ii) during store
inspections, inspecting the franchised stores’ fire safety management, including the placement
of fire extinguishers, the display of safe electricity usage signs, and confirmation of the
absence of open flames or unauthorized electrical wiring; (iii) communicating with franchisees
and their store staff on the importance of fire safety to increase store staff’s fire safety
awareness; and (iv) using our reasonable efforts to guide the franchised stores to complete the
Fire Safety Procedures before the start of business in accordance with the relevant laws and
regulations.
We have adopted policies for self-operated stores as well as store construction and
renovation, which specify our requirements for fire safety management at the store level. Our
internal control consultant has performed a review of the fire safety compliance of stores from
the perspectives of (i) franchisee selection process and standards, (ii) the opening and closing
of self-operated stores, and (iii) store construction and renovation. As of the date of the
prospectus, no deficiencies have been identified or rectifications have been implemented.
LEGAL PROCEEDINGS AND COMPLIANCE
From time to time, we may become involved in legal proceedings in the ordinary course
of our business. During the Track Record Period and up to the Latest Practicable Date, we were
not involved in any legal, arbitral or administrative proceedings pending or, to our knowledge,
threatened against us or any of our Directors that could have a material and adverse effect on
our business, financial condition or results of operations.
During the Track Record Period and up to the Latest Practicable Date, we had not been
and were not involved in any material incidents of non-compliance that led to fines,
enforcement actions or other penalties that could, individually or in the aggregate, have a
material adverse effect on our business, financial condition or results of operations. Our
Directors are of the view that we had complied, in all material respects, with all relevant laws
and regulations in the PRC during the Track Record Period and up to the Latest Practicable
Date. We did not have any systematic and sustained non-compliance during the Track Record
Period and up to the Latest Practicable Date.
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RISK MANAGEMENT AND INTERNAL CONTROL
We have developed and implemented risk management policies and internal control
measures in relation to our business operations, financial reporting and general compliance. To
monitor the ongoing implementation of our risk management policies and corporate
governance measures after the Listing, we have adopted and will adopt, among other things,
the following risk management measures.
 We have designed a comprehensive set of policies to identify, analyze, manage and
monitor various risks. We periodically assess and update our risk management
policies.
 Our Board is responsible for overseeing overall risk management and internal
control. Our Audit Committee is authorized to review and evaluate our financial
control, risk management and internal control system. See “Directors and Senior
Management — Board Committees — Audit Committee” for the composition of the
Audit Committee and their qualifications and experience.
 We will adopt various policies to ensure compliance with the Listing Rules,
including, but not limited to, aspects related to conflict of interest management,
connected transactions and information disclosure.
 We will continue to organize training sessions for our Directors and senior
management with respect to the relevant requirements of the Listing Rules and
duties of directors of companies listed in Hong Kong.
Anti-Corruption Compliance Measures
A strong set of anti-corruption policies and procedures is essential for maintaining the
integrity of our quality control, supply chain management and franchisee operations. For
example, we unequivocally forbid the acceptance of gifts, discounts, kickbacks and any
supplementary benefits which encompass, but are not restricted to, travel and other forms of
entertainment, both directly and indirectly. We have also established a whistle-blower program,
wherein we encourage our employees, franchisees and other third parties to report instances of
bribery directly to our disciplinary department.
Control of Third-party Payment Arrangements
During the Track Record Period, we accepted payment made on behalf of Relevant
Franchisees through Third-party Payment Arrangements. As of December 31, 2024, we had
ceased all Third-party Payment Arrangements. As advised by our PRC Legal Adviser,
Third-party Payment Arrangements are not in breach of mandatory requirements of the current
applicable laws and regulations in China. We believe that the cessation of Third-party Payment
Arrangements did not and will not have a material adverse effect on our business.
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During the Track Record Period, we have duly booked all payments received under
Third-party Payment Arrangements according to our internal accounting policies and tax-
related laws and regulations. In 2022, 2023 and 2024, the aggregate amount of third-party
payments we received was RMB586.1 million, RMB541.0 million and RMB925.9 million,
respectively, representing 13.7%, 5.3% and 2.4% of our revenue, respectively. Such amounts
are derived from our operating systems and presented as operating data rather than financial
data. During the Track Record Period, no individual Relevant Franchisee had a material impact
on our revenue.
During the Track Record Period, to the best of our knowledge, the third parties designated
by the Relevant Franchisees mainly include the Relevant Franchisees’ family members, friends
and store staff.
During the Track Record Period: (i) we had not proactively initiated any Third-party
Payment Arrangements or participated in other forms in any of such arrangement; (ii) we had
not provided any discount, commission, rebate or other benefit to any of the Relevant
Franchisees to facilitate or incentivize the Third-party Payment Arrangements; and (iii) the
pricing and payment terms of the agreements we entered into with the Relevant Franchisees
were generally in line with franchisees not involved in the Third-party Payment Arrangements.
Reasons for the Third-party Payment Arrangements
We had not proactively initiated any Third-party Payment Arrangements or participated
in other forms in any of such arrangement. As confirmed by Frost & Sullivan, it is not
uncommon for franchisees in the snack and beverage retail market to settle their transactions
through third-party payors. Our use of the Third-party Payment Arrangements was mainly due
to convenience of payment. Many of our franchisees are small-sized private businesses. For
convenience, some of them prefer the settlement arrangement of payment through designated
third parties which may offer more flexibility in terms of handling transactions.
Implication and Termination of the Third-party Payment Arrangements
To ascertain the implications of the third-party payment arrangements, we communicated
with the Relevant Franchisees and their designated third-party payors and obtained
confirmations from a vast majority of them, including:
 The third-party payment arrangements were voluntary arrangements between the
Relevant Franchisees and their designated third parties. We did not propose any such
arrangement and, except for accepting the payments, did not participate in such
arrangement in any other way;
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 The Relevant Franchisees’ delegation of payment obligations to their designated
third-party payors as well as settlement of payments under the Third-party Payment
Arrangements involve genuine and voluntary underlying business transactions
among the Relevant Franchisees, third-party payors and us. The third-party
payments are not used for bribery or other illegitimate purposes;
 The Relevant Franchisees and their designated third parties did not receive any
financial aid from us. Funds involved in the third-party payments were from legal
sources and such third-party payment arrangements were not used for illegal
activities such as money laundering;
 All risks arising from the above third-party payments shall be borne by the Relevant
Franchisees and their designated third-party payors and not us;
 The payment obligation of the Relevant Franchisees shall be deemed to be fully
performed after the designated third-party payors paid the amounts due;
 The designated third-party payors have not and will not request the return of funds
paid to us under the Third-party Payment Arrangements;
 We are entitled to seek payment from the Relevant Franchisees in the event that the
designated third-party payors fail to perform the payment obligation in full or in
part; and
 We shall not be involved in any risks or disputes arising from the payment
arrangements between the Relevant Franchisees and their designated third-party
payors, and are not obligated to return the payments received from the designated
third-party payors regardless of any disputes between the Relevant Franchisees and
their designated third-party payors.
Moreover, during the Track Record Period and up to the Latest Practicable Date, we were
not aware of any commercial bribery, money laundering, tax evasion or existing or potential
disputes under the Third-party Payment Arrangements, and were not subject to any
administrative notice, investigation or penalty related to the Third-party Payment
Arrangements.
We had ceased all Third-Party Payment Arrangements as of December 31, 2024. We
believe that the cessation of Third-party Payment Arrangements did not and will not have a
material adverse effect on our business. No franchisees terminated their relationships with us
as a result of the cessation of Third-party Payment Arrangement. Nevertheless, we face certain
risks relating to the Third-party Payment Arrangements. For details, see “Risk Factors — Risks
Relating to Our Business and Industry — We are subject to various risks relating to third-party
payments.”
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In consideration of the above, as advised by our PRC Legal Advisor, (i) the Third-Party
Payment Arrangements in China are not prohibited by the Civil Code of the People’s Republic
of China or other pertinent laws or regulations in China, and the Third-party Payment
Arrangement is not in breach of mandatory requirements of current applicable laws and
regulations in China; (ii) the risks that we would be deemed as committing the crime of money
laundering and be subject to relevant criminal liability thereto are remote; and (iii) the risks of
such arrangement being deemed as circumventing relevant mandatory provisions of PRC laws
and regulations or that we would be deemed to have committed any act for the purposes of
covering up or concealing the source and nature of illegally obtained proceeds or gains under
Article 191 of the Criminal Law are remote. In light of the above, our Directors concur with
the PRC Legal Advisor’s view. Based on the independent due diligence undertaken by the Joint
Sponsors, nothing material has come to the attention of the Joint Sponsors that would
reasonably cause them to disagree with the aforementioned views of the PRC Legal Advisor
and the Directors.
Our Enhanced Internal Control Measures
We have adopted internal control measures to mitigate risks relating to, and prevent future
occurrences of, the Third-party Payment Arrangements.
All of our franchisees are required to register for accounts on our franchisee management
system to place orders for supplies, and to link their accounts to certain payment methods.
Previously, on the franchisee management system, franchisees were allowed to link their
accounts to any bank accounts and pay for their orders with these accounts. As of December
31, 2024, we had updated our system to only allow franchisees to link their accounts to bank
accounts assessed and authorized by us. To confirm that the bank accounts used are authorized
accounts, we have worked with payment system of financial institutions such as banks to verify
key elements of the bank account information, including account owners’ names, ID numbers,
cell phone numbers and bank card numbers. As of December 31, 2024, we had completely
ceased all Third-party Payment Arrangements.
We intend to continuously monitor the effectiveness of our internal control measures to
prevent third-party payments and promptly address any identified deficiencies. We believe the
foregoing internal control measures are sufficient and can substantially mitigate any risk we
face relating to future use of third-party payments. Our internal control consultant has
performed a follow-up review of our internal control measures and did not identify any issues.
No further recommendations were made for the samples tested.
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A W ARDS AND RECOGNITIONS
Over the years, we have received recognition for the quality and popularity of our
products and services. Some of the significant awards and recognitions we have received are
set forth below.
Award Y ear Award/Recognition Awarding Institution/Authority
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Top 10 Chain Stores in China in
2024 (2024 ϋʕ਷ஹᕁTop 10)
China Chain Store & Franchise
Association ( ʕ਷ஹᕁ຾ᐄ՘ึ)
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Mass Consumption Influential
Retailer of the Y ear in 2024
(2024ᅂᚤɢཧਯਠ)
Forbes China
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Changsha City Evening Economy
Model Recognition in 2023 (2023
Ӎ̹ցගऊ൬ͪᇍΤ˪)
Changsha Municipal Bureau of
Commerce (Ӎ̹ਠਕ҅)
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Drafting Unit of the Group
Standard for Healthy Baked
Goods (‘ྠ᜗ᅺ
๟ৎণఊЗ),
China Association for Promoting
International Economic and
Technical Cooperation ( ʕ਷਷ყ
ආึ)
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Drafting Unit of the Group
Standard for General
Requirements for Healthy
Beverages (ࠅ
Ӌ‘ྠ᜗ᅺ๟ৎণఊЗ)
China Association for Promoting
International Economic and
Technical Cooperation ( ʕ਷਷ყ
ආึ)
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Top 100 Private Enterprises in
Hunan Province by Tax
Contribution in 2023 (2023ܓ
͏ᐄΆุ೼ϗ্ᘠϵ੶)
Hunan Provincial Department of
Finance (ᝂ) Hunan
Provincial Taxation Bureau, State
Taxation Administration (೼
೼ਕ҅) and
Publicity Department of the
Hunan Provincial Committee ( ʕ
ෂ௅)
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Humanity Award of Red Cross
Society of China, Hunan Branch
in 2023 (2023ɤο
ึɛ༸ᆤ)
Red Cross Society of China, Hunan
Branch (ɤοึ)
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Dedication Award of Red Cross
Society of China, Hunan Branch
in 2023 (2023ɤο
ึւᘠᆤ)
Red Cross Society of China, Hunan
Branch (ɤοึ)
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Award Y ear Award/Recognition Awarding Institution/Authority
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Outstanding Contribution Enterprise
in Commerce and Trade for 2022
(2022্̈ᘠΆุ),
Y uhua District Committee of the
Communist Party of China,
Changsha City (ڀڠ
ึ), People’s Government
of Y uhua District, Changsha City
(ִ݁)
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Outstanding Contribution Award for
Regional Economic Development
in 2022 (2022࢝
্̈ᘠᆤ)
Y uhua District Committee of the
Communist Party of China,
Changsha City (ڀڠ
ึ), People’s Government
of Y uhua District, Changsha City
(ִ݁)
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Protection List of Key Trademarks
in Changsha (ᚐ
Τ፽) (“Busy Ming”)
Changsha Trademark Association
(೐՘ึ)
2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Key Contributor to Regional
Economic Development for 2021
(2021ᓃ্ᘠ
ఊЗ)
Lituo Subdistrict Working
Committee of the Communist
Party of China, Y uhua District,
Changsha City (ڀڠ
ึ), Lituo
Subdistrict Office, Y uhua District,
Changsha City (ਜኇ
ϖ൑༸፬ԫஈ)
2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Dedication Medal of China Red
Cross Society (ɤοւᘠᆤ
௝)
Red Cross Society of China (ߎ
ɤοึ)
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DIRECTORS
Our Board consists of nine Directors, comprising five executive Directors, one non-
executive Director and three independent non-executive Directors. All Directors are elected by
the general meeting for a term of three years which is renewable upon re-election.
The following table sets forth certain information of our Directors:
Name Age Position(s)
Roles and
responsibilities
Date of
joining our
Group
Date of
appointment
as a
Director
Relationship
with other
Directors and
senior
management
Mr. Y an Zhou /H111838 Chairman of the
Board, executive
Director and general
manager
Responsible for the
overall strategic
planning, business
development and
major operational
decisions of our
Group
November
2016
December 12,
2019
None
Mr. Zhao
Ding /H1118/H1118/H1118/H1118/H1118
36 Deputy chairman of
the Board, executive
Director and deputy
general manager
Responsible for the
overall strategic
planning, business
development and
day-to-day
operational decisions
of our Group
November
2023
(1)
November 9,
2023
None
Mr. Wang
Y utong /H1118/H1118/H1118
38 Executive Director and
chief financial
officer
Responsible for the
management of
finance and capital
of our Group
August 2023 November 9,
2023
None
Mr. Wang
Ping’an /H1118/H1118/H1118
37 Executive Director,
employee
representative
Director and head of
merchandise and
supply chain
Responsible for the
management of
merchandise
procurement and
supply chain of our
Group
November
2023
(1)
November 9,
2023
None
Mr. Li Wei /H1118/H111837 Executive Director and
head of store
operation
Responsible for the
management of store
operation of our
Group
November
2016
December 12,
2019
None
Dr. Su Kai /H1118/H1118/H111848 Non-executive Director Providing professional
opinion and
judgement to the
Board
April 25, 2025 April 25, 2025 None
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Name Age Position(s)
Roles and
responsibilities
Date of
joining our
Group
Date of
appointment
as a
Director
Relationship
with other
Directors and
senior
management
Ms. Peng Hui /H111839 Independent non-
executive Director
Providing independent
opinion and
judgement to the
Board
January 19,
2026
January 19,
2026
None
Mr. Qiu
Huang /H1118/H1118/H1118/H1118
42 Independent non-
executive Director
Providing independent
opinion and
judgement to the
Board
January 19,
2026
January 19,
2026
None
Ms. Wu
Qianhui /H1118/H1118/H1118
52 Independent non-
executive Director
Providing independent
opinion and
judgement to the
Board
January 19,
2026
January 19,
2026
None
Note:
(1) The date represents the completion of the Super Ming Acquisition in November 2023. Mr. Zhao Ding and Mr.
Wang Ping’an joined Super Ming Trading in January 2019.
Executive Directors
Mr. Y an Zhou (մ), aged 38, is our chairman of the Board, our executive Director and
the general manager.
Mr. Y an has years of experience in the food and beverage retail industry. He established
Changsha Busy for Y ou Food Co., Ltd. in November 2016 and served as its executive director
and general manager from November 2016 to October 2023. Since the establishment of our
Company in December 2019, he has been serving as the chairman of the Board, a Director and
the general manager of our Company. Prior to that, Mr. Y an engaged in sales activities in the
real estate industry.
Mr. Y an graduated from The Open University of China (ɽኪ) with a major in
business enterprise management in Beijing, the PRC, in July 2024.
Mr. Zhao Ding (֛)aged 36, is our deputy chairman of the Board, our executive
Director and the deputy general manager.
Mr. Zhao has years of experience in the food and beverage retail industry. He established
Super Ming Trading in January 2019 and has been serving as its executive director and general
manager. Mr. Zhao established Super Ming Food Technology in June 2022 and has been
serving successively as its supervisor, executive director, general manager and chairman of the
board of directors since then. Mr. Zhao has been serving as a Director and a deputy general
manager of our Company since November 2023. Prior to that, Mr. Zhao operated several
snacks stores.
DIRECTORS AND SENIOR MANAGEMENT
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Mr. Wang Yutong ( ˮ◔ᆊ), aged 38, is our executive Director and our chief financial
officer.
Mr. Wang has years of experience in financial management and investment industry. He
joined our Company as the chief financial officer in August 2023 and has been serving as our
Director since November 2023. Prior to joining our Group, Mr. Wang worked in China
Renaissance Holdings Limited (ʮ̡) (a company listed on the Stock
Exchange, stock code: 1911.HK) from March 2013 to September 2018. He founded Ming Y ue
Capital (൳༟͉) in November 2019 and has acted as its co-founding partner.
Mr. Wang obtained his master’s degree in finance from The University of Texas at Dallas
in the United States in 2012.
Mr. Wang Ping’an ( ˮ̻τ), aged 37, is our executive Director, the employee
representative Director and head of merchandise and supply chain.
Mr. Wang has years of experience in the food and beverage retail industry. He joined
Super Ming Trading in January 2019 and has been serving as the supervisor and head of
merchandise and supply chain of Super Ming Trading since June 2021. Mr. Wang also served
as a director and head of merchandise and supply chain of Super Ming Food Technology since
June 2022. Mr. Wang has been serving as a Director and head of merchandise and supply chain
of our Company since November 2023.
Mr. Wang obtained his bachelor’s degree in nuclear science from East China University
of Technology (ശଣʈɽኪ) in Jiangxi, the PRC, in July 2012.
Mr. Li Wei ( ҽၪ), aged 37, is our executive Director and head of store operation.
Mr. Li has years of experience in the food and beverage retail industry. He joined
Changsha Busy for Y ou Food Co., Ltd. in November 2016 and served as the supervisor and the
head of store operation from November 2016 to October 2023. Mr. Li has been serving as a
Director and head of store operation of our Company since December 2019.
Mr. Li graduated from Changsha Southern V ocational School (˙ᔖุኪ৫)i n
Hunan, the PRC majoring in mold design and manufacturing in June 2009.
Non-executive Director
Dr. Su Kai ( ᘽ௱), aged 48, is our non-executive Director.
Dr. Su has years of experience in retail management, business strategy development,
human resource management, information technology and financing and investment. He has
served as a partner of HongShan, a leading venture capital and private equity firm investing
across the technology, healthcare and consumer sectors, since 2018. Prior to that, Dr. Su
worked for several companies, including BenQ Guru Corporation Nanjing Branch, Kronos,
DIRECTORS AND SENIOR MANAGEMENT
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IBM China Company Ltd. and San Fu Department Store Ltd. (ʮ̡). Dr. Su also
served as the chief executive officer of Golden Eagle Retail Group Limited (a company that
was previously listed on the Stock Exchange, stock code: 3308.HK) from August 2014 to May
2018.
Dr. Su obtained his doctoral degree in Chinese history from Nanjing University (ԯɽ
ኪ) in Jiangsu, the PRC, in June 2023.
Independent Non-executive Directors
Ms. Peng Hui ( ుᅆ), aged 39, is our independent non-executive Director.
Ms. Peng has years of experience in accounting and financial management. She worked
as a senior auditor at Ernst & Y oung (הfrom 2008 to 2011, a senior financial
manager at Concord Medical Services Holdings Limited (ʮ̡)( a
company listed on The New Y ork Stock Exchange, stock code: CCM) from 2011 to 2014, a
financial manager at Guangdong Oriental Precision Technology Co., Ltd. (Ҧ
ʮ̡) (a company listed on the Shenzhen Stock Exchange, stock code: 002611.SZ)
from 2014 to 2016, a deputy general manager of the finance department at Glory Sun Financial
Group Limited (a company listed on the Stock Exchange, stock code: 1282.HK) from 2016 to
2020, and a deputy general manager of Pak Tak International Limited (a company listed on the
Stock Exchange, stock code: 2668.HK) from April 2020 to October 2021. She has been serving
as the chief financial officer at Edensoft Holdings Limited (ʮ̡)( a
company listed on the Stock Exchange, stock code: 1147.HK) since November 2021 and as its
company secretary since July 2023.
Ms. Peng obtained her bachelor’s degree in international economics and trade at
Guangdong University of Foreign Studies (̮Ⴇ̮൱ɽኪ) in Guangdong, the PRC, in June
2008 and her master’s degree in business administration at The University of Hong Kong (࠰
ಥɽኪ) in Hong Kong, the PRC, in November 2018. She is a fellow member of the Hong Kong
Institute of Certified Public Accountants (ʮึ) and the Chinese Institute of
Certified Public Accountants (՘ึ), and holds the certificates of Certified
Public Accountant (CPA) in both Mainland China and Hong Kong.
Mr. Qiu Huang (๯), aged 42, is our independent non-executive Director.
Mr. Qiu has years of experience in business management. He currently serves as the
senior vice-president and the general manager of Greater China and APAC Experiences of
Warner Bros. Discovery. Prior to joining Warner Bros. Discovery, he worked at JD.com, where
he founded JD Worldwide.
Mr. Qiu obtained his bachelor’s degree in engineering from the University of Melbourne
in Australia in 2006, master’s degree in geotechnical engineering and engineering geology
from the University of New South Wales in Australia in 2011, and MBA degree from the
Massachusetts Institute of Technology in the United States in June 2014.
DIRECTORS AND SENIOR MANAGEMENT
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Ms. Wu Qianhui (ሾ), aged 52, is our independent non-executive Director.
Ms. Wu has years of experience in investment banking and corporate governance. She
worked for several companies including South China Securities Co., Ltd. (ப΂
ʮ̡) (currently known as A VIC Securities Co., Ltd. (ʮ̡)), China Merchants
Securities Co., Ltd. (ʮ̡), Guotai Junan Securities Co., Ltd. ( ਷इёτ൛
ʮ̡) and Changsha Jixi Capital Management Co., Ltd. (ࠢ
ʮ̡). Ms. Wu has been a deputy general manager at Shanghai Xuantong Business Consulting
Partnership (Limited Partnership) ( ɪऎำҕਠਕፔ༔ΥྫΆุ(Υྫ)) since November
2022 and an independent director at Shenzhen New Industries Biomedical Engineering Co.,
Ltd. (ʮ̡) (a company listed on the Shenzhen Stock
Exchange, stock code: 300832.SZ) since May 2022.
Ms. Wu obtained her bachelor’s degree in technical economics from Central South
University of Technology (ʈุɽኪ) in Hunan, the PRC, in June 1995, and her master’s
degree in management from the same institution in April 1998.
SENIOR MANAGEMENT
Our senior management is responsible for the day-to-day management of our business.
The following table sets forth certain information of our senior management team:
Name Age Position(s)
Roles and
responsibilities
Date of
joining our
Group
Date of
appointment
as a member
of senior
management
Relationship
with other
Directors and
senior
management
Mr. Y an /H1118/H1118/H1118/H111838 Chairman of the
Board, executive
Director and general
manager
Responsible for the
overall strategic
planning, business
development and
major operational
decisions of our
Group
November
2016
December 12,
2019
None
Mr. Zhao /H1118/H1118/H111836 Deputy chairman of
the Board, executive
Director and deputy
general manager
Responsible for the
overall strategic
planning, business
development and
day-to-day
operational decisions
of our Group
November
2023
(1)
November 9,
2023
None
Mr. Wang
Y utong /H1118/H1118/H1118
38 Executive Director and
chief financial
officer
Responsible for the
management of
finance and capital
of our Group
August 2023 November 9,
2023
None
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Name Age Position(s)
Roles and
responsibilities
Date of
joining our
Group
Date of
appointment
as a member
of senior
management
Relationship
with other
Directors and
senior
management
Mr. Wang
Ping’an /H1118/H1118/H1118
37 Executive Director,
employee
representative
Director and head of
merchandise and
supply chain
Responsible for the
management of
merchandise
procurement and
supply chain of our
Group
November
2023
(1)
November 9,
2023
None
Mr. Li Wei /H1118/H111837 Executive Director and
head of store
operation
Responsible for the
management of store
operation of our
Group
November
2016
December 12,
2019
None
Mr. Zhang
Jiang /H1118/H1118/H1118/H1118
38 Financial director Responsible for the
day-to-day finance
operation of our
Group
December
2018
December 12,
2019
None
Mr. Chen
Chao /H1118/H1118/H1118/H1118
37 Secretary to the Board
and joint company
secretary
Responsible for
corporate
governance,
information
disclosure and
investor relationship
management of our
Group
April 2024 April 7, 2024 None
Note:
(1) The date represents the completion of the Super Ming Acquisition in November 2023. Mr. Zhao Ding and Mr.
Wang Ping’an joined Super Ming Trading in January 2019.
Mr. Y an is the chairman of the Board, an executive Director and the general manager of
our Company. For the biographical details of Mr. Y an, see “— Directors — Executive
Director”.
Mr. Zhao is the deputy chairman of the Board, an executive Director and the deputy
general manager of our Company. For the biographical details of Mr. Zhao, see “— Directors
— Executive Director”.
Mr. Wang Yutong is an executive Director and the chief financial officer of our
Company. For the biographical details of Mr. Wang Y utong, see “— Directors — Executive
Director”.
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Mr. Wang Ping’an is an executive Director, the employee representative Director and the
head of merchandise and supply chain of our Company. For the biographical details of Mr.
Wang Ping’an, see “— Directors — Executive Director”.
Mr. Li Wei is an executive Director and the head of store operation of our Company. For
the biographical details of Mr. Li Wei, see “— Directors — Executive Director”.
Mr. Zhang Jiang ( ੵϪ), aged 38, is our financial director.
Mr. Zhang has years of experience in financial management. He worked as a manager at
the Shenzhen branch of Grant Thornton Zhitong Certified Public Accountants LLP (ࠇ
ה(౷ஷΥྫ)) from January 2014 to March 2017 and as the director of the finance
department at Changsha Xinhao Financial Consulting Co., Ltd. (ʮ̡)
from July 2017 to December 2018. Mr. Zhang joined our Group in December 2018 and has
been the financial director since then, responsible for the day-to-day finance operation of our
Group.
Mr. Zhang obtained his bachelor’s degree in management from Hunan Institute of Science
and Technology (ଣʈኪ৫) in Hunan, the PRC, in June 2009.
Mr. Chen Chao ( ௓൴), aged 37, is our secretary to the Board and our joint company
secretary.
Mr. Chen has years of experience in handling financial, asset management, as well as
corporate governance matters. He served as the investment manager at HTF Capital
Management Co., Ltd. (ʮ̡) from November 2014 to February 2015, and
subsequently as an executive director of the investment banking department at Guotai Junan
Securities Co., Ltd. (ʮ̡). He joined our Group in April 2024 and has
been serving as the secretary to the Board of our Company since then.
Mr. Chen obtained his bachelor’s degree in finance from Hunan University (ɽኪ)i n
Hunan, the PRC, in June 2010 and his master’s degree in finance from the University of Kent
in the United Kingdom in September 2012.
INTERESTS OF DIRECTORS AND SENIOR MANAGEMENT
Saved as disclosed above, none of our Directors and senior management had been a
director of any public company the securities of which were listed on any securities market in
Hong Kong or overseas in the three years immediately preceding the date of this prospectus.
Save as disclosed herein, to the best knowledge, information and belief of the Directors having
made all reasonable inquiries, there are no other matters with respect to the appointment of our
Directors that need to be brought to the attention of the Shareholders, nor is there any
information relating to our Directors that is required to be disclosed pursuant to Rules 13.51(2)
of the Listing Rules.
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JOINT COMPANY SECRETARIES
Mr. Chen Chao ( ௓൴) is a joint company secretary of our Company. For the biographical
details of Mr. Chen Chao, see “— Senior Management”
Ms. Y e Jiahong (ߎ)is a joint company secretary of our Company. Ms. YE has
approximately 7 years of experience in the corporate secretarial field, being an associate
member of both The Hong Kong Chartered Governance Institute and The Chartered
Governance Institute in the United Kingdom. Ms. Y e currently serves as an assistant manager
of the listing services department of TMF Hong Kong Limited, responsible for providing
corporate secretarial and compliance services to listed companies. Ms. YE obtained her
bachelor of arts degree in English (business management stream) from Jinan University (ی
ɽኪ) in Guangdong, the PRC, in June 2013 and her master of arts degree in computer-aided
translation from The Chinese University of Hong Kong in Hong Kong in November 2014.
CONFIRMATION FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
As of the Latest Practicable Date, none of our Directors (other than our independent
non-executive Directors) had interests in any business, which competes or is likely to compete,
either directly or indirectly, with our business that 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 on April 23, 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 the independent non-executive Directors confirms (i) his or her independence as
regards each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules, (ii) that he
or she has no past or present financial or other interest in the business of the Company or any
connection with any core connected person of the Company under the Listing Rules as of the
Latest Practicable Date, and (iii) that there are no other factors that may affect his or her
independence at the time of his or her appointment.
BOARD COMMITTEES
Our Company has established three Board Committees in accordance with the relevant
PRC laws and regulations, the Articles and the corporate governance practice under the Listing
Rules, namely the Audit Committee, the Remuneration Committee and the Nomination
Committee.
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Audit Committee
We have established the Audit Committee in compliance with the Corporate Governance
Code set out in Appendix C1 to the Listing Rules. The Audit Committee consists of three
non-executive Directors, namely Ms. Peng Hui, Dr. Su Kai and Ms. Wu Qianhui. Ms. Peng Hui,
being the chairperson of the Audit Committee, holds the appropriate professional qualifications
as required under Rules 3.10(2) and 3.21 of the Listing Rules. The primary duties of the Audit
Committee are as follows:
(i) to make recommendations to the Board on the appointment, replacement and
removal of an external auditor, consider and approve the remuneration and terms of
engagement of an external auditor and any questions of its resignation or dismissal;
(ii) to review and monitor the external auditor’s independence and objectivity and the
effectiveness of the audit process in accordance with applicable standards. The
Audit Committee shall discuss with the external auditor the nature and scope of the
audit and reporting obligations before the audit commences;
(iii) to develop and implement policies on engaging an external auditor to provide
non-audit services;
(iv) to review and supervise the truthfulness, completeness and correctness of financial
statement, annual report and accounts and half-year report;
(v) to review the financial policy, risk management and internal control evaluation
system of the Company;
(vi) to facilitate communications between the internal audit department and the external
auditor; and
(vii) other matters required by laws, administrative regulations, the regulations of the
CSRC, the rules of the securities regulatory authority of the place where the Shares
of the Company are listed and the requirements of the Articles of Association,.
Remuneration Committee
We have established the Remuneration Committee in compliance with the Corporate
Governance Code set out in Appendix C1 to the Listing Rules. The Remuneration Committee
consists of three Directors, namely Mr. Qiu Huang, Mr. Y an and Ms. Wu Qianhui. Mr. Qiu
Huang currently serves as the chairperson of the Remuneration Committee. The primary duties
of the Remuneration Committee are as follows:
(i) to organize and formulate the remuneration policy and plan of Directors and senior
management with reference to their main duties, scope, importance, time
commitment and salary level of relevant positions. The remuneration plan and
DIRECTORS AND SENIOR MANAGEMENT
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policy mainly include but are not limited to performance evaluation standards,
procedures and main evaluation systems, and main plans for rewards and
punishments, and shall include benefits in kind, pension rights and compensation
payments (including compensation for loss or termination of their office or
appointment);
(ii) to make recommendations to the Board on the remuneration packages of the
executive Directors and senior management;
(iii) to make recommendations to the Board on the remuneration of non-executive
directors;
(iv) to consider salaries paid by comparable companies, time commitment and
responsibilities and employment conditions elsewhere in our Group;
(v) to study and make recommendations to the Board on the appraisal criteria for
Directors and senior management, review the performance of Directors (excluding
independent non-executive Directors) and senior management and conduct annual
performance appraisals;
(vi) to review and approve the compensation payable to the executive Directors and
senior management for their loss or termination of office or appointment to ensure
that such compensation is consistent with the contractual terms and is otherwise fair
and not excessive;
(vii) to review and approve the compensation arrangements relating to dismissal or
removal of the Directors for misconduct to ensure that such compensation is
consistent with the contractual terms and is otherwise fair and not excessive;
(viii) to ensure that no Director or any of his associates is involved in deciding his own
remuneration;
(ix) to supervise the implementation of the remuneration procedures and review the
relevant remuneration policies on a regular basis;
(x) to review and/or approve relevant share schemes as set out in Chapter 17 of the
Listing Rules, and
(xi) other matters required by laws, administrative regulations, the regulations of the
CSRC, the rules of the securities regulatory authority of the place where the Shares
of the Company are listed and the requirements of the Articles of Association,
DIRECTORS AND SENIOR MANAGEMENT
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Nomination Committee
We have established the Nomination Committee in compliance with the Corporate
Governance Code set out in Appendix C1 to the Listing Rules. The Nomination Committee
consists of three Directors, namely Mr. Y an, Ms. Peng Hui and Ms. Wu Qianhui. Mr. Y an
currently serves as the chairperson of the Nomination Committee. The primary duties of the
Nomination Committee are as follows:
(i) to review the size and composition of the Board (including the skills, knowledge and
experience) at least annually, assist the Board in maintaining a board skills matrix,
and make recommendations on any proposed changes to the Board to complement
our Company’s corporate strategy;
(ii) to formulate the corporate governance policies and standards, monitor the
implementation, and make recommendations to the Board;
(iii) to examine the select standards and procedures of directors and senior management
and make recommendation to the Board, and supervise the training and development
plan of directors and senior management;
(iv) to identify individuals suitably qualified to become board members and select and
make recommendations to the Board on the selection of individuals nominated for
directorships;
(v) to assess the independence of the independent non-executive Directors;
(vi) to make recommendations to the Board on the appointment or re-appointment of
Directors and succession planning for Directors (in particular the chairman of the
Board and the general manager);
(vii) support the Company’s regular evaluation of the Board’s performance; and
(viii) other matters required by laws, administrative regulations, the regulations of the
CSRC, the rules of the securities regulatory authority of the place where the Shares
of the Company are listed and the requirements of the Articles of Association.
BOARD DIVERSITY POLICY
Pursuant to our board diversity policy, selection of Board candidates will be based on a
range of diversity perspectives, including but not limited to gender, age, cultural and
educational background, industry experience, technical capabilities, professional qualifications
and skills, knowledge, length of service and other related factors. We will also consider our
own business model and special needs. The ultimate selection of Director candidates will be
based on merits of the candidates and contribution that the candidates will bring to our Board.
DIRECTORS AND SENIOR MANAGEMENT
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Our Board currently consists of two female Directors and seven male Directors with a
balanced mix of knowledge and skills, including but not limited to corporate, business and
financial management. The Company is of the view that the Board satisfies our board diversity
policy.
Our Nomination Committee is responsible for the implementation of our board diversity
policy. Upon completion of the Listing, our Nomination Committee will review our board
diversity policy from time to time to ensure its continued effectiveness and we will disclose the
implementation of our board diversity policy in our corporate governance report on an annual
basis.
REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT
The Directors and senior management members receive remuneration in the forms of
salaries, allowances, contribution to pension schemes, discretionary bonuses, share-based
compensation and other benefits in kind.
The aggregate amount of remuneration paid to our Directors for the three years ended
December 31, 2022, 2023 and 2024 and for the nine months ended September 30, 2025 were
RMB7.3 million, RMB7.3 million, RMB20.2 million and RMB137.0 million, respectively.
Under the arrangements currently in force, the aggregate amount of remuneration
(including any discretionary bonus which may be paid) payable by our Group to our Directors
for the financial year ending December 31, 2026 is expected to be approximately RMB227.6
million.
For each of the years ended December 31, 2022, 2023 and 2024 and nine months ended
September 30, 2025, there were three, four, one and two Director(s) among the five highest
paid individuals, respectively. The total emoluments for the remaining individuals among the
five highest paid individuals of our Group for the three years ended December 31, 2022, 2023
and 2024 and nine months ended September 30, 2025 were RMB2.4 million, RMB2.1 million,
RMB17.2 million and RMB52.6 million, respectively.
During the Track Record Period, there was no remuneration paid or payable by our
Company to our Directors or the five highest-paid individuals as an inducement to join or upon
joining our Company. During the Track Record Period, there was no compensation paid or
payable by our Company to our Directors, former Directors or the five highest-paid individuals
for the loss of any office in connection with the management of the affairs of any subsidiary
of our Company.
During the Track Record Period, none of our Directors has waived or agreed to waive any
remuneration or benefits in kind. Save as disclosed above, there was no other payments paid
or payable by our Company or any of our subsidiaries to our Directors or the five highest-paid
individuals during the Track Record Period.
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COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
We are committed to achieving high standards of corporate governance which are crucial
to our development and safeguard the interests of our Shareholders. To accomplish this, we
expect to comply with the corporate governance requirements under the Corporate Governance
Code and Corporate Governance Report as set out in Appendix C1 to the Listing Rules after
the Listing.
Our Directors recognize the importance of incorporating elements of good corporate
governance in the management structures and internal control procedures of our Group to
achieve effective accountability. Our Company intends to comply with all code provisions in
the Corporate Governance Code as set out in Appendix C1 to the Listing Rules after the Listing
except for Code Provision C.2.1 of Part 2 of the Corporate Governance Code, which provides
that the roles of chairman of the board and general manager should be separate and should not
be performed by the same individual.
The roles of chairman of the Board and general manager of the Company are currently
performed by Mr. Y an. In view of Mr. Y an’s substantial contribution to our Group since our
establishment and his extensive experience, we consider that having Mr. Y an acting as both our
chairman and general manager will provide strong and consistent leadership to our Group and
facilitate the efficient execution of our business strategies. We consider it is appropriate and
beneficial to our business development and prospects that Mr. Y an continues to act as both our
chairman and general manager after the Listing, and therefore currently do not propose to
separate the functions of chairman and general manager.
While this would constitute a deviation from Code Provision C.2.1 of Part 2 of the
Corporate Governance Code, the Board believes that this arrangement will not impair the
balance of power and authority between the Board and the management of our Company, given
that: (i) there are sufficient checks and balances in the Board, as a decision to be made by our
Board requires approval by at least a majority of our Directors, and our Board comprises three
independent non-executive Directors, which is in compliance with the requirement under the
Hong Kong Listing Rules; (ii) Mr. Y an and other Directors are aware of and undertake to fulfill
their fiduciary duties as Directors, which require, among other things, that he/she acts for the
benefit and in the best interests of our Company and will make decisions for our Group
accordingly; and (iii) the balance of power and authority is ensured by the operations of the
Board which comprises experienced and high caliber individuals who meet regularly to discuss
issues affecting the operations of our Company. Moreover, the overall strategic and other key
business, financial, and operational policies of our Group are made collectively after thorough
discussion at both Board and senior management levels. The Board will continue to review the
effectiveness of the corporate governance structure of our Group in order to assess whether
separation of the roles of chairman of the Board and general manager is necessary.
DIRECTORS AND SENIOR MANAGEMENT
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COMPLIANCE ADVISER
We have appointed Maxa Capital Limited as our Compliance Adviser pursuant to Rule
3A.19 of the Listing Rules. The Compliance Adviser 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 Adviser 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 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.
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
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OUR CONTROLLING SHAREHOLDERS
As of the Latest Practicable Date, Mr. Y an is directly interested in 25.75% of the issued
Shares of our Company, and is also able to control the exercise of 4.10%, 0.78%, 0.54%,
4.34%, 0.19% and 3.44% of the voting rights of the issued Shares of our Company through six
shareholding platforms, namely Changsha Xunmang, Changsha Jianmang, Changsha
Lingmang, Changsha Zhongmang, Changsha Shizaimang and Yichun Yikouniao. As such, Mr.
Y an is able to control the voting rights in approximately 39.14% of the issued share capital of
our Company. In addition, Mr. Zhao, through Shanghai Bird Nest, is able to control the
exercise of 22.69% of the voting rights of the issued Shares of our Company as of the Latest
Practicable Date.
Mr. Y an and Mr. Zhao have been acting in concert with respect to the exercising of voting
rights at the general meeting of our Company since the Super Ming Acquisition in November
2023, aiming to streamline the control and management of our Company. On April 26, 2025,
Mr. Y an and Mr. Zhao entered into an acting in concert agreement, pursuant to which they
confirmed that they have been acting in concert since the Super Ming Acquisition in November
2023 and will continue to act in concert by aligning their voting rights in the general meeting
of our Company, and in the event that they are unable to reach consensus on any matter
presented, they will continue to align their votes in accordance with Mr. Y an’s decisions at the
shareholders’ meeting of the Company.
As such, Mr. Y an, Mr. Zhao, Changsha Xunmang, Changsha Jianmang, Changsha
Lingmang, Changsha Zhongmang, Changsha Shizaimang, Shanghai Bird Nest and Yichun
Yikouniao were together entitled to control the exercise of approximately 61.83% of the voting
rights at the general meetings of our Company as of the Latest Practicable Date.
Immediately following the completion of the Global Offering (assuming the Offer Size
Adjustment Option and the Over-allotment Option are not exercised), Mr. Y an, Mr. Zhao,
Changsha Xunmang, Changsha Jianmang, Changsha Lingmang, Changsha Zhongmang,
Changsha Shizaimang, Shanghai Bird Nest and Yichun Yikouniao will be entitled to control the
exercise of approximately 57.76% of the voting rights at the general meetings of our Company.
Therefore, Mr. Y an, Mr. Zhao, Changsha Xunmang, Changsha Jianmang, Changsha Lingmang,
Changsha Zhongmang, Changsha Shizaimang, Shanghai Bird Nest and Yichun Yikouniao
constitute a group of our Controlling Shareholders.
NO COMPETITION
Save and except for the interest of our Controlling Shareholders in our Company, each of
our Controlling Shareholders confirms that as of the Latest Practicable Date, they did not have
any interest in any business which competes or is likely to compete, directly or indirectly, with
our business and would require disclosure under Rule 8.10 of the Listing Rules.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS
Having considered the following factors, our Directors are satisfied that we are capable
of carrying on our business independently from our Controlling Shareholders and their
respective close associates upon Listing.
Management Independence
Our business is managed and operated by our Board and senior management. Our
Directors consider that our Board and senior management team are able to manage our business
independently from the Controlling Shareholders for the following reasons:
(a) Mr. Y an and Mr. Zhao are currently responsible for the management of the
shareholding platforms of our Controlling Shareholders. None of these shareholding
platforms has any business other than its shareholding in the Company. As such,
there will be no conflict of interest between the business of the Company and the
Controlling Shareholders. Other than above, our executive Directors and all our
senior management members do not hold any management position and/or
directorship in the Controlling Shareholders or its close associates as of the Latest
Practicable Date;
(b) our daily management and operations are carried out by a senior management team,
all of whom have substantial experience in the industry in which our Company is
engaged, and will therefore be able to make business decisions that are in the best
interests of our Group. For details of the industry experience of our senior
management team, please refer to the section headed “Directors and Senior
Management” in this prospectus;
(c) each Director is aware of his/her fiduciary duties as a director which require, among
other things, that he/she acts for the benefit and in the interest of our Company and
does not allow any conflict between his/her duties as our Director and his/her
personal interests. In the event that there is a potential conflict of interest arising out
of any transaction to be entered into between our Group and a Director and/or
his/her associate, he/she is required to declare the nature of such interest before
voting at the relevant Board meetings of our Company in respect of such
transactions and the interested Director, and shall abstain from voting and shall not
be counted towards the quorum for the voting;
(d) our Board has a balanced composition of executive Directors, non-executive
Director and independent non-executive Directors which ensures the independence
of our Board in making decisions affecting our Company. Specifically, (i) our
independent non-executive Directors are not associated with our Controlling
Shareholders or each of their close associates; (ii) our independent non-executive
Directors account for one-third of the Board; and (iii) our independent non-
executive Directors individually and collectively possess the requisite knowledge
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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and experience as independent directors of listed companies and will be able to
provide professional advice to our Company. In conclusion, our Directors believe
that our independent non-executive Directors are able to bring impartial and sound
judgment to the decision-making process of our Board and protect the interest of our
Company and our Shareholders as a whole; and
(e) We will establish corporate governance measures and adopt sufficient and effective
control mechanisms to manage potential conflicts of interest, if any, between our
Group and our Controlling Shareholders, which would support our independent
management. For details, please see “— Corporate Governance” in this section.
Operational Independence
Our Group does not rely on our Controlling Shareholders and their respective close
associates for our business development, staffing, administration, finance, internal audit,
information technology, sales and marketing, or 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 our Controlling
Shareholders and their respective close associates. In addition, we have our own headcount of
employees for our operations and management for human resources.
Our Group has independent accesses to our suppliers and customers and there is 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. Based on the above, our Directors believe
that we are able to operate independently of our Controlling Shareholders and their respective
close associates.
Financial Independence
Our Group has 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 in charge of our treasury function. We do not expect to rely
on our Controlling Shareholders and their respective close associates for financing after Listing
as we expect that our working capital will be funded by the cash, cash equivalent on hand as
well as the proceeds from the Global Offering. As such, our Company’s financial functions,
such as cash and accounting management, invoices and bills, operate independently of our
Controlling Shareholders and their respective close associates.
As of the Latest Practicable Date, there was no outstanding loan or guarantee provided by
our Controlling Shareholders and their respective close associates.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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Based on the above, our Directors believe that we are capable of carrying on our business
independently of, and do not place undue reliance on our Controlling Shareholders and their
respective close associates upon Listing.
CORPORATE GOVERNANCE
Our Directors recognize the importance of good corporate governance to protect the
interests of our Shareholders. Our Company would adopt the following corporate governance
measures to manage potential conflict of interests between our Group and our Controlling
Shareholders:
(a) where a Shareholders’ meeting is held for considering proposed transactions in
which our Controlling Shareholders or any of their close associates has a material
interest, our Controlling Shareholders shall abstain from voting on the relevant
resolutions and shall not be counted in the quorum for the voting;
(b) where a Board meeting is held for the matters in which a Director has a material
interest, such Director shall abstain from voting on the relevant resolutions and shall
not be counted in the quorum for the voting;
(c) in the event that our independent non-executive Directors are requested to review
any conflict of interest between our Group and our Controlling Shareholders, our
Controlling Shareholders shall provide the independent non-executive Directors
with all necessary information and our Company shall disclose the decisions of the
independent non-executive Directors either in its annual reports or by way of
announcements;
(d) our Directors (including the independent non-executive Directors) will seek
independent and professional opinions from external advisers at our Company’s cost
as and when appropriate in accordance with the Corporate Governance Code and
Corporate Governance Report as set out in Appendix C1 to the Listing Rules;
(e) any transactions between our Company and its connected persons shall be in
compliance with the relevant requirements of Chapter 14A of the Listing Rules,
including the announcement, annual reporting and independent shareholders’
approval requirements (if applicable) under the Listing Rules;
(f) we have appointed Maxa Capital Limited as our compliance adviser, 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 the corporate governance measures
are sufficient 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
– 256 –


--- page 267 ---
So far as our Directors are aware, immediately following the completion of the Global
Offering and the Conversion of Domestic Unlisted Shares into H Shares, and assuming the
Offer Size Adjustment Option and the Over-allotment Option are not exercised, the following
persons are expected to have an interest in the Shares or underlying Shares of our Company
which would fall to be disclosed to us pursuant to the provisions of Divisions 2 and 3 of Part
XV of the SFO, or, who are, directly or indirectly, interested in 10% or more of the nominal
value of any class of our share capital carrying rights to vote in all circumstances at general
meetings of our Company:
Name of shareholder Nature of interest
Class and Number
of Shares held upon
completion of the
Global Offering
Approximate
percentage of
shareholding in
total share capital
of our Company
as of the Latest
Practicable Date
Approximate
percentage of
shareholding in
the total share
capital of
our Company
immediately after
the Global
Offering (5)
Approximate
percentage of
shareholding in
the relevant class
of Shares
immediately after
the Global
Offering (5)
Mr. Y an(1)(2) /H1118/H1118/H1118/H1118/H1118Beneficial interest 51,504,319
H Shares
25.75% 24.06% 24.27%
Interest in
controlled
corporation
26,394,060
H Shares
13.20% 12.33% 12.44%
384,361
Domestic
Unlisted Shares
0.19% 0.18% 20.01%
Interests held
jointly with
other person
45,378,489
H Shares
22.69% 21.19% 21.39%
Changsha
Zhongmang
(2) /H1118/H1118/H1118
Beneficial interest 8,670,009
H Shares
4.34% 4.05% 4.09%
Changsha
Xunmang (2) /H1118/H1118/H1118/H1118
Beneficial interest 8,190,235
H Shares
4.10% 3.83% 3.86%
Changsha
Shizaimang (2) /H1118/H1118/H1118
Beneficial interest 384,361
Domestic
Unlisted Shares
0.19% 0.18% 20.01%
Changsha
Jianmang (2) /H1118/H1118/H1118/H1118
Beneficial interest 1,568,498
H Shares
0.78% 0.73% 0.74%
Changsha
Lingmang (2) /H1118/H1118/H1118/H1118
Beneficial interest 1,076,977
H Shares
0.54% 0.50% 0.51%
Yichun
Yikouniao (2) /H1118/H1118/H1118
Beneficial interest 6,888,341
H Shares
3.44% 3.22% 3.25%
Mr. Zhao (1)(3) /H1118/H1118/H1118/H1118Interest in
controlled
corporation
45,378,489
H Shares
22.69% 21.19% 21.39%
Interests held
jointly with
other person
77,898,379
H Shares
38.95% 36.38% 36.71%
384,361
Domestic
Unlisted Shares
0.19% 0.18% 20.01%
Shanghai Bird
Nest
(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Beneficial interest 45,378,489
H Shares
22.69% 21.19% 21.39%
Haoxiangni Health
Food (4) /H1118/H1118/H1118/H1118/H1118/H1118
Beneficial interest 3,593,185
H Shares
1.80% 1.68% 1.69%
Interest in
controlled
corporation
8,982,967
H Shares
4.49% 4.20% 4.23%
SUBSTANTIAL SHAREHOLDERS
– 257 –


--- page 268 ---
Notes:
(1) Mr. Y an and Mr. Zhao have been acting in concert with respect to the exercising of voting rights in the general
meeting of our Company since the completion of the Super Ming Acquisition in November 2023. As such,
Mr. Y an and Mr. Zhao are deemed to be jointly interested in the Shares of the Company held by their controlled
entities, namely Changsha Xunmang, Changsha Jianmang, Changsha Lingmang, Changsha Zhongmang,
Changsha Shizaimang, Shanghai Bird Nest and Yichun Yikouniao under the SFO.
(2) Mr. Y an is the general partner of Changsha Zhongmang, Changsha Xunmang, Changsha Shizaimang, Changsha
Jianmang, Changsha Lingmang and Yichun Yikouniao. As such, Mr. Y an is deemed to be interested in the
Shares of the Company held by each of Changsha Zhongmang, Changsha Xunmang, Changsha Shizaimang,
Changsha Jianmang, Changsha Lingmang and Yichun Yikouniao under the SFO.
(3) As of the Latest Practicable Date, Mr. Zhao is interested in approximately 65.37% equity interests in Shanghai
Bird Nest. As such, Mr. Zhao is deemed to be interested in the Shares of the Company held by Shanghai Bird
Nest under the SFO.
(4) As of the Latest Practicable Date, Haoxiangni Health Food, Haoxiangni Y ouran and Jiandan Qiaochu is
interested in approximately 1.80%, 1.80% and 2.69% of the Shareholding interests in our Company,
respectively. Each of Haoxiangni Y ouran and Jiandan Qiaochu is wholly owned by Haoxiangni Health Food.
As such, Haoxiangni Health Food is deemed to be interested in the Shares of the Company held by Haoxiangni
Y ouran and Jiandan Qiaochu under the SFO.
(5) The calculation is based on the total number of 1,920,449 Domestic Unlisted Shares in issue, 198,079,551 H
Shares to be converted from Domestic Unlisted Shares in issue and 14,101,100 H Shares to be issued pursuant
to the Global Offering (assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised).
Save as disclosed herein, the Directors are not aware of any other person who will,
immediately following the Global Offering and the Conversion of Domestic Unlisted Shares
into H Shares (and the offering of any additional H Shares pursuant to the Offer Size
Adjustment Option and the Over-allotment Option, if any), have an interest or short position
in Shares or underlying Shares of the Company, which would be required to be disclosed to the
Company and the Stock Exchange under the provisions of 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 meeting of the
Company or any other member of our Group.
SUBSTANTIAL SHAREHOLDERS
– 258 –


--- page 269 ---
OUR SHARE CAPITAL
Immediately before the Global Offering
As of the Latest Practicable Date, the share capital of our Company was RMB200,000,000
comprising 200,000,000 Shares with a nominal value of RMB1.00 each.
Upon the Completion of the Global Offering
Immediately after the Global Offering and Conversion of Domestic Unlisted Shares into
H Shares, assuming that the Offer Size Adjustment Option and the Over-Allotment Option are
not exercised, the share capital of the Company will be as follows:
Description of Shares Number of Shares
Approximate %
of the enlarged
issued share
capital after the
Global Offering
Domestic Unlisted Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,920,449 0.90%
H Shares converted from Domestic Unlisted
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118198,079,551 92.51%
H Shares to be issued pursuant to the Global
Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,101,100 6.59%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118214,101,100 100%
The Conversion of Domestic Unlisted Shares into H Shares will involve an aggregate of
198,079,551 Domestic Unlisted Shares held by 25 out of 27 existing Shareholders, representing
approximately 92.51% of total issued Shares of the Company upon completion of the
Conversion of Domestic Unlisted Shares into H Shares and the Global Offering (assuming the
Offer Size Adjustment Option and the Over-allotment Option are not exercised). Set out below
are the member of Shares held by our existing Shareholders and their respective shareholding
upon completion of the Conversion of Domestic Unlisted Shares into H Shares and the Global
Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option are not
exercised).
Shares immediately after Global Offering (assuming the Offer Size
Adjustment Option and the Over-allotment Option are not exercised) and
the Conversion of Domestic Unlisted Shares into H Shares
Shareholders
Number of
Shares Held
H Shares to
be converted
from
Domestic
Unlisted
Shares
Approximate
Percentage
Domestic
Unlisted
Shares Held
Approximate
Percentage
1. /H1118/H1118Mr. Y an Zhou 51,504,319 51,504,319 24.06% – N/A
2. /H1118/H1118Shanghai Bird
Nest
45,378,489 45,378,489 21.19% – N/A
SHARE CAPITAL
– 259 –


--- page 270 ---
Shares immediately after Global Offering (assuming the Offer Size
Adjustment Option and the Over-allotment Option are not exercised) and
the Conversion of Domestic Unlisted Shares into H Shares
Shareholders
Number of
Shares Held
H Shares to
be converted
from
Domestic
Unlisted
Shares
Approximate
Percentage
Domestic
Unlisted
Shares Held
Approximate
Percentage
3. /H1118/H1118Mr. Li Wei 6,455,931 6,455,931 3.02% – N/A
4. /H1118/H1118Yichun Yikouniao 6,888,341 6,888,341 3.22% – N/A
5. /H1118/H1118Mr. Liu Wei 5,667,580 5,667,580 2.65% – N/A
6. /H1118/H1118Mr. Zhu Lang 5,943,366 5,943,366 2.78% – N/A
7. /H1118/H1118Hunan Xiaomang 2,288,079 2,288,079 1.07% – N/A
8. /H1118/H1118Gaorong LKZN 5,392,784 5,392,784 2.52% – N/A
9. /H1118/H1118Jiandan Qiaochu 5,389,782 5,389,782 2.52% – N/A
10. /H1118Shanghai
Anyicheng
4,740,096 4,740,096 2.21% – N/A
11. /H1118HongShan Y aheng 4,546,154 4,546,154 2.12% – N/A
12. /H1118HongShan
Hanchen
3,877,397 3,877,397 1.81% – N/A
13. /H1118Changsha
Zhongmang
8,670,009 8,670,009 4.05% – N/A
14. /H1118Haoxiangni
Y ouran
3,593,185 3,593,185 1.68% – N/A
15. /H1118Haoxiangni Health
Food
3,593,185 3,593,185 1.68% – N/A
16. /H1118Changsha
Xunmang
8,190,235 8,190,235 3.83% – N/A
17. /H1118Xiamen Black Ant 3,162,393 3,162,393 1.48% – N/A
18. /H11185Y 3,083,372 3,083,372 1.44% – N/A
19. /H1118Discounter Seed
HK
2,507,601 2,507,601 1.17% – N/A
20. /H1118Mr. Wang Y utong 1,536,088 0 N/A 1,536,088 0.72%
21. /H1118Changsha
Shizaimang
384,361 0 N/A 384,361 0.18%
22. /H1118Changsha
Jianmang
1,568,498 1,568,498 0.73% – N/A
23. /H1118Changsha
Lingmang
1,076,977 1,076,977 0.50% – N/A
24. /H1118Shanghai Yihai 1,224,053 1,224,053 0.57% – N/A
25. /H1118BA HM 3,613,511 3,613,511 1.69% – N/A
26. /H1118HongShan Growth 5,724,214 5,724,214 2.67% – N/A
27. /H1118Jindong Hong
Kong
4,000,000 4,000,000 1.87% – N/A
Total 200,000,000 198,079,551 92.51% 1,920,449 0.90%
SHARE CAPITAL
– 260 –


--- page 271 ---
Immediately after the Global Offering and Conversion of Domestic Unlisted Shares into
H Shares, assuming that the Offer Size Adjustment Option is not exercised and the
Over-Allotment Option is fully exercised, the share capital of the Company will be as follows:
Description of Shares Number of Shares
Approximate %
of the enlarged
issued share
capital after the
Global Offering
Domestic Unlisted Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,920,449 0.89%
H Shares converted from Domestic Unlisted
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118198,079,551 91.61%
H Shares to be issued pursuant to the Global
Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,216,200 7.50%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118216,216,200 100%
Immediately after the Global Offering and Conversion of Domestic Unlisted Shares into
H Shares, assuming that the Offer Size Adjustment Option is fully exercised and the
Over-Allotment Option is not exercised, the share capital of the Company will be as follows:
Description of Shares Number of Shares
Approximate %
of the enlarged
issued share
capital after the
Global Offering
Domestic Unlisted Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,920,449 0.89%
H Shares converted from Domestic Unlisted
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118198,079,551 91.91%
H Shares to be issued pursuant to the Global
Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,511,200 7.20%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118215,511,200 100%
SHARE CAPITAL
– 261 –


--- page 272 ---
Immediately after the Global Offering and Conversion of Domestic Unlisted Shares into
H Shares, assuming that the Offer Size Adjustment Option and the Over-Allotment Option are
fully exercised, the share capital of the Company will be as follows:
Description of Shares Number of Shares
Approximate %
of the enlarged
issued share
capital after the
Global Offering
Domestic Unlisted Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,920,449 0.88%
H Shares converted from Domestic Unlisted
Shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118198,079,551 90.93%
H Shares to be issued pursuant to the Global
Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,837,800 8.19%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118217,837,800 100%
DOMESTIC UNLISTED SHARES AND H SHARES
Upon the completion of the Global Offering, the Shares will consist of Domestic Unlisted
Shares and H Shares. Domestic Unlisted Shares and H Shares are all ordinary Shares in the
share capital of our Company.
Our H Shares may only be subscribed for and traded in Hong Kong dollars. Our Domestic
Unlisted Shares, on the other hand, may only be subscribed for and traded in RMB. Apart from
certain qualified domestic institutional investors in the PRC, the qualified 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 (such as our certain existing
shareholders the Domestic Unlisted Shares held by whom will be converted into H Shares
according to the filling information of the CSRC), H Shares generally cannot be subscribed for
by or traded between legal or natural PRC persons.
Domestic Unlisted Shares and H Shares shall rank pari passu with each other in all
respects and, in particular, will rank equally for dividends or distributions declared, paid or
made. All dividends for H Shares will be denominated and declared in Renminbi, and paid in
Hong Kong dollars or Renminbi, whereas all dividends for Domestic Unlisted Shares will be
paid in Renminbi. Other than cash, dividends could also be paid in the form of shares.
CONVERSION OF OUR DOMESTIC UNLISTED SHARES INTO H SHARES
If any of the Domestic Unlisted Shares are to be converted, listed and traded as H Shares
on the Hong Kong Stock Exchange, such conversion, listing and trading will need the filing of
the relevant PRC regulatory authorities, including the CSRC, and the approval of the Hong
Kong Stock Exchange.
SHARE CAPITAL
– 262 –


--- page 273 ---
File with the CSRC for Full Circulation
In accordance with the Overseas Listing Trial Measures and related guidelines, H-share
listed companies shall file with the CSRC for the conversion of Domestic Unlisted Shares into
H shares for listing and circulation on the Hong Kong Stock Exchange. An unlisted domestic
joint stock company may file for “full circulation” when applying for an overseas initial public
offering.
We have filed with the CSRC for the conversion of 198,079,551 Domestic Unlisted
Shares into H Shares on a one-for-one basis (“ Conversion of Domestic Unlisted Shares into
H Shares ”) upon the completion of the Global Offering (“ Full Circulation Filing of the
Company ”) and CSRC issued the filing notice in respect of the Global Offering dated
December 11, 2025.
Listing Approval by the Hong Kong Stock Exchange
We have applied to the Listing Committee of 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
Offer Size Adjustment Option and the Over-allotment Option), and the H Shares to be
converted from 198,079,551 Domestic Unlisted Shares.
We will perform the following procedures for the conversion of the relevant Domestic
Unlisted Shares into H Shares after receiving the approval of the Hong Kong 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.
RESTRICTION ON TRANSFER OF SHARES ISSUED PRIOR TO THE GLOBAL
OFFERING
In accordance with Article 160 of 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 the Company prior to the Global Offering will be subject to such
statutory restriction on transfer within a period of one year from the Listing Date. See “History,
Development and Corporate Structure — Pre-IPO Investments”.
CIRCUMSTANCES UNDER WHICH GENERAL MEETINGS ARE REQUIRED
Pursuant to the PRC Company Law and the terms of the Articles of Association, our
Company may from time to time by special resolution of shareholders, among others, increase
its capital or decrease its capital or repurchase of shares. See “Appendix V — Summary of the
Articles of Association” in this prospectus.
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 Hong Kong Stock Exchange. The Company has obtained
such approval at the Shareholders’ general meeting held on April 27, 2025.
SHARE CAPITAL
– 263 –


--- page 274 ---
You should read the following discussion and analysis in conjunction with the
consolidated financial statements and accompanying notes of our Group in Appendix I
and the consolidated financial statements and the accompanying notes of Super Ming
Group in Appendix IA. The consolidated financial statements included in the
Accountants’ Report of our Group in Appendix I and that of the Super Ming Group in
Appendix IA have been prepared in accordance with IFRS accounting standards.
The following discussion and analysis contain forward-looking statements that
reflect our current views with respect to future events and financial performance. 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 , our
actual results may differ significantly from those projected in the forward-looking
statements. Factors that might cause future results to differ significantly from those
projected in the forward-looking statements include, but are not limited to, those
discussed in “Risk Factors” and “Forward-Looking Statements” and elsewhere in this
prospectus.
OVERVIEW
We are an established and robustly growing food and beverage retailer in China. Stores
within our store network are predominantly located in high-traffic, highly visible and easily
accessible street-side locations. We are dedicated to offering a joyful and comfortable browsing
and shopping experience. We provide a wide variety of value-for-money products and
frequently launched new SKUs. As of September 30, 2025, our store network comprised 19,517
stores covering 28 provinces and all city tiers in China, with approximately 59% of stores
within our store network located in counties and townships. In 2024, we recorded a GMV of
RMB55.5 billion. In the nine months ended September 30, 2025, we recorded a GMV of
RMB66.1 billion, representing an increase of 74.5% from the same period in 2024. According
to Frost & Sullivan, in terms of GMV of snack and beverage products in 2024, we are the
largest chain retailer in China; in terms of GMV of food and beverage products in 2024, we
are the fourth largest chain retailer in China.
We experienced rapid growth during the Track Record Period. Our revenue increased
from RMB4,285.7 million in 2022 to RMB10,295.3 million in 2023 and further increased to
RMB39,343.5 million in 2024, representing a CAGR of 203.0% from 2022 to 2024. Our
revenue further increased from RMB26,465.5 million in the nine months ended September 30,
2024 to RMB46,371.5 million in the nine months ended September 30, 2025. The Super Ming
Acquisition partially contributed to our revenue growth in 2023 from 2022. Our revenue
increased significantly to RMB10,295.3 million in 2023 from RMB4,285.7 million in 2022; the
acquired Super Ming stores contributed RMB1,047.4 million, or 10.2% of our total revenue in
2023. After the Super Ming Acquisition, in 2024 and the nine months ended September 30,
2025, our two brands, now unified under integrated operations and management, have together
FINANCIAL INFORMATION
– 264 –


--- page 275 ---
propelled our sustained revenue growth. Our gross profit increased from RMB319.4 million in
2022 to RMB772.3 million in 2023 and further increased to RMB2,999.0 million in 2024,
representing a CAGR of 206.4% from 2022 to 2024. Our gross profit further increased from
RMB1,899.8 million in the nine months ended September 30, 2024 to RMB4,510.0 million in
the nine months ended September 30, 2025. In 2022, 2023 and 2024 and the nine months ended
September 30, 2024 and 2025, we recorded net profit of RMB71.7 million, RMB217.5 million,
RMB829.2 million, RMB488.9 million and RMB1,558.8 million, respectively. Eliminating the
impact of items including share-based payment expenses and listing expenses, we generated an
adjusted net profit (non-IFRS measure) of RMB81.5 million, RMB234.8 million, RMB912.6
million, RMB531.0 million and RMB1,809.9 million in 2022, 2023 and 2024, and the nine
months ended September 30, 2024 and 2025, respectively. See “— Non-IFRS Measure.”
We completed the Super Ming Acquisition in November 2023 and started to consolidate
Super Ming Group’s financial information since December 2023. Specifically, in 2023, we
only consolidated items of Super Ming Group’s statements of profit or loss and other
comprehensive income and statement of cash flow for December 2023, while we consolidated
the entire amount of items in Super Ming Group’s statements of financial position as of
December 31, 2023. Fiscal year 2024 was the first full fiscal year after the Super Ming
Acquisition.
BASIS OF PRESENTATION
For ordinary shares issued to Pre-IPO Investors, pursuant to a supplemental agreement
entered into between our Company and the Pre-IPO Investors in relation to the termination of
certain special rights granted by our Company, including redemption rights and liquidation
preferences, which are void ab initio as described in note 29 to the Historical Financial
Information, having taking into account the legal and regulatory framework of the Company’s
jurisdiction and the governing law of the supplementary agreement, the Directors considered
that it is appropriate to present the Pre-IPO Investments as equity throughout the Track Record
Period. For the details of financial impacts, see note 29 to the Accountants’ Report included in
Appendix I to this prospectus.
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
January 1, 2025, together with the relevant transitional provisions, have been early adopted by
our Group in the preparation of the historical financial information throughout each of the
years ended December 31, 2022, 2023 and 2024 and the nine months ended September 30, 2024
and 2025.
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.
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The preparation of the historical financial information in accordance with IFRS
Accounting Standards requires the use of certain material accounting estimates. It also requires
the management to make judgments, estimates and assumptions in the process of applying our
accounting policies. Judgments made by the 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 to the Accountants’ Report
included in Appendix I to this prospectus.
See note 2.1 to the Accountants’ Report included in Appendix I to this prospectus.
MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business and results of operations are influenced by various general factors that affect
the overall snack and beverage retail industry in China. These factors include evolving
consumption patterns and habits in China, continuous growth and the evolving online and
offline competitive landscape of the snack and beverage retail industry in China, and
governmental policies, initiatives and incentives affecting the snack and beverage retail
industry in China. Unfavorable changes and any challenges in any of these general industry
conditions could affect the demand for our products and services and hence our results of
operations. In addition to these general factors, we recognize that the following specific
factors, although offering significant opportunities for our business, present challenges that we
must effectively address to sustain our growth and improve our results of operations:
Number of Stores in Operation and Expansion of Our Store Network
We operate primarily through franchised stores. We derive our revenue primarily from
sales of goods to our franchisees. Our revenue is mainly driven by the scale of our store
network, and our future revenue growth depends on our ability to expand our store network and
improve the performance of stores. The number of stores within our store network increased
from 1,902 as of December 31, 2022 to 14,394 as of December 31, 2024, and from 12,215 as
of September 30, 2024 to 19,517 as of September 30, 2025. The expansion of our store network
to a large extent drove the increases in our revenue from RMB4,285.7 million in 2022 to
RMB39,343.5 million in 2024, and from RMB26,465.5 million in the nine months ended
September 30, 2024 to RMB46,371.5 million in the nine months ended September 30, 2025.
We believe our ability to further expand our store network leads to more demands from
franchisees, driving future growth of our revenue.
Efficient Management of Our Supply Chain
Our ability to effectively cooperate with suppliers and integrate resources throughout our
supply chain is key to our results of operations. The majority of our cost of sales is costs related
to sale of goods that we pay to suppliers. Our ability to maintain a stable and efficient supply
chain and purchase merchandise at commercially reasonable prices is essential for us to
manage our costs, inventory level, profitability and cash flow. We source a substantial majority
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of our products directly from snack and beverage producers and brand owners, which not only
enables us to secure better pricing, but also improves supply chain efficiency and reliability
and potentially leads to more favorable delivery schedules and product quality controls.
In addition, we had strategically established a nationwide warehousing network with 48
warehouses based on our store network. Stores within our store network are typically located
within 300-kilometer proximity to the nearest of our warehouses, which in general enable
timely 24-hour delivery to the stores, thereby maintaining our operational efficiency and
competitiveness in the snack and beverage retail industry.
The Super Ming Acquisition
As part of the strategy to enhance our established competitive edges, we completed the
Super Ming Acquisition in November 2023 and started to consolidate Super Ming Group’s
financial information since December 2023. Accordingly, our results of operations for the years
ended December 31, 2023 and 2024 may not be directly comparable. The Super Ming
Acquisition contributed significantly to our business growth and results of operations in the
Track Record Period. We expanded our store network coverage, supply chain resources and
franchisee base through the Super Ming Acquisition. On the other hand, the goodwill and other
intangible assets resulting from the Super Ming Acquisition may be subject to future
impairment. See “History, Development and Corporate Structure — Major Acquisition — The
Super Ming Acquisition,” and Note 31 to the Accountants’ Report in Appendix I to this
prospectus.
Our Ability to Enhance Operational Efficiency
Our ability to manage and control our operating expenses is critical to the success of our
business. To enhance our brand awareness, we initiated various marketing campaigns during
the Track Record Period, including establishing cartoon characters as our key IPs to further
promote our brand image, appointing brand ambassadors, holding promotional events on
special days, launching social media campaigns and collaborating with third-party IPs to
broaden our marketing reach. In addition, our expanding store network, along with our supply
chain and logistics network, also helps us to achieve economies of scale and optimize our
warehousing expenses. According to Frost & Sullivan, we are consumers’ top one choice for
snack and beverage specialty retailers in China. Moreover, to further foster consumer loyalty,
promote our brands and enhance consumer experience, we have launched our membership
program. As of September 30, 2025, the number of our registered members reached
approximately 180 million. See “Business — Marketing and Brand Building — Our
Membership Program.” We employ digital tools to manage the operational process of stores
within our store network and automate certain routine tasks. Our digital infrastructure
encompasses integrated digital management systems designed to support various key aspects
of our business, including store operations and management, supply chain management and
inventory control. In 2022, 2023, 2024 and the nine months ended September 30, 2024 and
2025, we incurred technology expenses of RMB9.6 million, RMB17.0 million, RMB53.3
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million, RMB30.8 million and RMB68.3 million, respectively, representing IT employee
compensations and IT service fees. Furthermore, we actively invest in training programmes for
franchisees to ensure that they are well-equipped to handle administrative tasks efficiently.
Our selling and marketing expenses amounted to RMB159.1 million, RMB325.2 million,
RMB1,476.1 million, RMB978.7 million and RMB1,723.2 million, accounting for 3.7%, 3.2%,
3.8%, 3.7% and 3.7% of our revenue in 2022, 2023, 2024 and the nine months ended September
30, 2024 and 2025, respectively. Our administrative expenses amounted to RMB60.0 million,
RMB117.7 million, RMB391.1 million, RMB234.7 million and RMB655.2 million, accounting
for 1.4%, 1.1%, 1.0%, 0.9% and 1.4% of our revenue in 2022, 2023, 2024 and the nine months
ended September 30, 2024 and 2025, respectively. We expect the absolute amounts of our
operating expenses to continue to increase along with our business growth in the future.
However, as we expand our business, we expect to make continuous improvement to our
operating efficiency and benefit from economies of scale.
IMPACT OF COVID-19 PANDEMIC
On January 30, 2020, the International Health Regulations Emergency Committee of the
World Health Organization declared the novel coronavirus disease 2019 (the “ COVID-19 ”)
outbreak a public health emergency of international concern, and on March 11, 2020, the World
Health Organization declared the global COVID-19 outbreak a pandemic. The COVID-19 virus
continued to spread rapidly worldwide in 2022, including where we have business operations
and where our customers, suppliers and business partners are located. Some of the stores within
our store network experienced temporary closures in compliance with local measures to
prevent the pandemic, resulting in a reduction in customer traffic and sales during the affected
periods. The supply chain was occasionally disrupted due to delays in transportation and
delivery of goods. We conducted our activities in strict compliance with relevant epidemic
prevention measures and implemented comprehensive prevention and control protocols. For
example, to contain the virus spread within our office premises and stores and protect the
well-being of our employees and end consumers, we adopted various mitigation measures, such
as remote working, social distancing and mask wearing, and other site-specific precautionary
measures. Nevertheless, the implementation of and our compliance with local measures led to
minimal non-lasting impact on our business operations and financial condition. In addition, the
limited impact did not have any lasting or material adverse effect on our supply chain, business
operations or financial conditions during the Track Record Period. As the COVID-19 has since
subsided, we do not anticipate further adverse impact by the pandemic on our business and
financial performance.
PRE-IPO INVESTMENTS
We have completed series rounds of Pre-IPO Investments. For further details of the
identity and background of the Pre-IPO Investors and the principal terms of the Pre-IPO
Investments, please see “History, Development and Corporate Structure — Pre-IPO
Investments” in this prospectus.
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Pursuant to the shareholder agreements entered into in April 2021, October 2022, January
2023, November 2023, December 2023 and March 2024 (collectively, the “Agreements”), the
Pre-IPO Investors acquired 5,943,279 registered capital (equivalent to 45,687,234 shares after
capitalisation) of the Company. Pursuant to the Agreements, the Pre-IPO Investors were
granted by the Company with special rights (“Special Rights”) which included redemption
rights and liquidation preference.
No Pre-IPO Investors had exercised their redemption rights or liquidation preferences
rights.
On 27 April 2025, the Company and the Pre-IPO Investors subsequently entered into a
supplemental agreement, agreeing that certain of the Special Rights granted by the Company
to the Pre-IPO Investors, including redemption rights and liquidation preferences, have been
irrecoverably 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
agreement, the Directors considered that it is appropriate to present the Pre-IPO Investments
as equity throughout the Track Record Period.
Had the Special Rights granted by the Company to the Pre-IPO Investors been accounted
for as financial liabilities measured at fair value prior to entering into the supplemental
agreement, (i) the financial liabilities at fair value through profit or loss, total current
liabilities, net liabilities/assets and net current liabilities would have been:
As of December 31
2022 2023 2024
RMB’000 RMB’000 RMB’000
Financial liabilities at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118593,759 2,428,930 2,991,212
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118848,912 4,052,606 6,895,297
Net (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,667) 2,165,886 2,736,587
Net current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,390 1,157,483 781,319
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and (ii) the fair value changes associated with the financial liabilities at fair value through
profit or loss, the net (loss)/profit for the years/periods, basic and diluted (loss)/earnings per
share would have been:
Y ear ended December 31
Nine months ended
September 30
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Fair value changes /H1118/H1118/H1118(113,005) (465,486) (536,709) (463,041) (64,116)
Total net (loss)/profit /H1118 (41,354) (247,952) 292,447 25,838 1,494,666
Basic (loss)/earnings
per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1.13) (5.08) 2.30 0.25 7.59
Diluted
(loss)/earnings
per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1.13) (5.08) 2.30 0.25 7.55
For the details on the Pre-IPO Investors and the financial impacts, see note 29 to the
Accountants’ Report included in Appendix I to this prospectus.
MATERIAL ACCOUNTING POLICY INFORMATION
Some of our accounting policies require us to apply estimates and assumptions as well as
complex judgments relating 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 results of operations. Our management continually evaluates such
estimates, assumptions and judgments based on historical experiences and other factors,
including 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 assumptions during the Track Record Period. We do not expect any material
changes in these estimates and assumptions in the foreseeable future.
Set forth below are discussions of the accounting policies that we believe are of critical
importance to us or involve the most significant estimates, assumptions and judgments used in
the preparation of our financial statements. Other material accounting policies, estimates,
assumptions and judgments, which are important for understanding our financial conditions
and results of operations, are set forth in detail in Notes 2.3 and 3 to the Accountants’ Report
in Appendix I to this prospectus.
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Revenue Recognition
Revenue from Contracts with Customers
Revenue from contracts with customers is recognized when control of goods or services
is transferred to the customers at an amount that reflects the consideration to which our Group
expects to be entitled in exchange for those goods or services. Our Group has concluded that
it is acting as a principal in primarily all of its revenue arrangements because it typically
controls the goods or services before transferring them to the customer.
Our Group generates its revenue from sale of goods and provision of related services.
Further details of our Group’s revenue recognition policies are as follows:
(a) Sale of Goods
Revenue from the sale of goods is recognized at the point in time when control of the
asset is transferred to the customer. When goods are sold to franchised stores, revenue is
recognised on delivery of the goods. When goods are sold to end-customers via self-operated
stores, revenue is recognised when the end-customer takes possession of the goods.
Membership Loyalty Program
Our Group operated a membership loyalty program, which allowed end-customers
to accumulate loyalty points when they purchase goods. Under IFRS 15, the membership
loyalty program gives rise to a separate performance obligation because it provides a
material right to the end-customers and our Group allocated a portion of the transaction
price to the loyalty points awarded to end-customers based on the relative stand-alone
selling price. The amount allocated to the loyalty program is deferred, and is recognized
as revenue when loyalty points are redeemed or expired.
(b) Provision of Services
Our Group provides management, technology and training services to customers during
the service period through which customers enjoy benefits such as business operation support,
information technology support and training services. Revenue from the provision of
technology and training services is recognized over time because the customer simultaneously
receives and consumes the benefits provided by our Group.
Our Group provides loading and unloading services and commission-based intermediary
services to snacks and beverages suppliers. Revenue from the provision of loading and
unloading services and commission-based intermediary services is recognized at a point in
time.
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Inventories
Inventories are stated at the lower of cost and net realizable value. Cost of inventories is
determined on the weighted average method. Net realizable value is based on estimated selling
prices less any estimated costs to be incurred to sale. Costs necessary to make the sale include
incremental costs directly attributable to the sale and non-incremental costs which our Group
must incur to make the sale.
Income Tax
Income tax comprises current and deferred tax. Income tax relating to items recognized
outside profit or loss is recognized 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 reporting period during the Track Record Period,
taking into consideration interpretations and practices prevailing in the countries in which our
Group has established a business presence.
Deferred tax is provided, using the liability method, on all temporary differences at the
end of each reporting period during the Track Record Period between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of goodwill or an
asset or a liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor taxable profit or loss and
does not give rise to equal taxable and deductible temporary differences; and
 in respect of taxable temporary differences associated with investments in
subsidiaries and associates, 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.
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Deferred tax assets are recognized for all deductible temporary differences, and the
carryforward of unused tax credits and any unused tax losses. Deferred tax assets are
recognized to the extent that it is probable that taxable profit will be available against which
the deductible temporary differences, the carry forward of unused tax credits and unused tax
losses can be utilized, except:
 when the deferred tax asset relating to the deductible temporary differences arises
from the initial recognition of an asset or a liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss and does not give rise to equal taxable
and deductible temporary differences; and
 in respect of deductible temporary differences associated with investments in
subsidiaries and associates, deferred tax assets are only recognized 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
utilized.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period
during the Track Record 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
utilized. Unrecognized deferred tax assets are reassessed at the end of each reporting period
during the Track Record Period and are recognized 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 realized or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the end of each reporting period during
the Track Record Period.
Deferred tax assets and deferred tax liabilities are offset if and only if our 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 realized 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.
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Business Combinations and Goodwill
Business combinations are accounted for using the acquisition method. The consideration
transferred is measured at the acquisition date fair value which is the sum of the acquisition
date fair values of assets transferred by our Group, liabilities assumed by our Group to the
former owners of the acquiree and the equity interests issued by our Group in exchange for
control of the acquiree.
Our Group determines that it has acquired a business when the acquired set of activities
and assets includes an input and a substantive process that together significantly contribute to
the ability to create outputs.
When our Group acquires a business, it assesses the financial assets and liabilities
assumed for appropriate classification and designation in accordance with the contractual
terms, economic circumstances and pertinent conditions as of the acquisition date. This
includes the separation of embedded derivatives in host contracts of the acquiree.
Any contingent consideration to be transferred by the acquirer is recognized at fair value
at the acquisition date. Contingent consideration classified as an asset or a liability is measured
at fair value with changes in fair value recognized in profit or loss. Contingent consideration
that is classified as equity is not remeasured and subsequent settlement is accounted for within
equity.
Goodwill is initially measured at cost, being the excess of the aggregate of the
consideration transferred, the amount recognized for non-controlling interests and any fair
value of our Group’s previously held equity interests in the acquiree over the identifiable net
assets acquired and liabilities assumed. If the sum of this consideration and other items is lower
than the fair value of the net assets acquired, the difference is, after reassessment, recognized
in profit or loss as a gain on bargain purchase.
After initial recognition, goodwill is measured at cost less any accumulated impairment
losses. Goodwill is tested for impairment annually or more frequently if events or changes in
circumstances indicate that the carrying value may be impaired. Our Group performs its annual
impairment test of goodwill as of December 31. For the purpose of impairment testing,
goodwill acquired in a business combination is, from the acquisition date, allocated to each of
our Group’s cash-generating units, or groups of cash-generating units, that are expected to
benefit from the synergies of the combination, irrespective of whether other assets or liabilities
of our Group are assigned to those units or groups of units.
Impairment is determined by assessing the recoverable amount of the cash-generating unit
(group of cash generating units) to which the goodwill relates. Where the recoverable amount
of the cash-generating unit (group of cash-generating units) is less than the carrying amount,
an impairment loss is recognized. An impairment loss recognized for goodwill is not reversed
in a subsequent period.
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Where goodwill has been allocated to a cash-generating unit (or group of cash-generating
units) and part of the operation within that unit is disposed of, the goodwill associated with the
operation disposed of is included in the carrying amount of the operation when determining the
gain or loss on the disposal. Goodwill disposed of in these circumstances is measured based
on the relative value of the operation disposed of and the portion of the cash generating unit
retained.
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 amortized over the useful economic life and
assessed for impairment whenever there is an indication that the intangible asset may be
impaired. The amortization period and the amortization method for an intangible asset with a
finite useful life are reviewed at least at each financial year-end.
Intangible assets with indefinite useful lives are tested for impairment annually either
individually or at the cash generating unit level. Such intangible assets are not amortized. The
useful life of an intangible asset with an indefinite life is reviewed annually to determine
whether the indefinite life assessment continues to be supportable. If not, the change in the
useful life assessment from indefinite to finite is accounted for on a prospective basis.
Software
Software is stated at cost less any impairment losses and is amortized on the straight-line
basis over its estimated useful life of three to five years based on our Group’s past experiences
and different purposes on usages of the software and the authorized period for such uses.
Trademarks
Trademarks acquired in a business combination are recognized separately from goodwill
and are initially recognized at their fair value at the acquisition date. Trademarks with infinite
useful lives are stated at their cost less any impairment losses.
Customer Relationship
Customer relationship acquired in a business combination is recognized at fair value at
the acquisition date. The customer relationship has a finite useful life and is carried at cost less
accumulated amortization. Amortization is calculated using the straight-line method over the
expected useful life of the customer relationship, which is 10 years. The expected useful life
is primarily related to services contracts, and is determined based on management’s best
estimate of the total period from which the benefits will be derived from the customer
relationship.
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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/periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
(unaudited)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,285,745 10,295,318 39,343,511 26,465,472 46,371,465
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,966,394) (9,522,979) (36,344,463) (24,565,683) (41,861,454)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118319,351 772,339 2,999,048 1,899,789 4,510,011
Other income and gains,
and other expenses /H1118/H1118/H1118/H11181,824 5,645 23,190 (8,359) 58,430
Selling and marketing
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(159,138) (325,209) (1,476,110) (978,670) (1,723,198)
Administrative expenses /H1118/H1118(59,951) (117,660) (391,058) (234,675) (655,169)
Impairment losses on
financial assets, net /H1118/H1118/H1118/H1118(125) 116 (123) (99) (3,296)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,159) (2,899) (7,006) (5,000) (10,623)
Share of profits and losses
of associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (7,726) 4,293 5,821 3,696
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H111899,802 324,606 1,152,234 678,807 2,179,851
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118(28,151) (107,072) (323,078) (189,928) (621,069)
Profit and total
comprehensive income
for the year/period /H1118/H1118/H111871,651 217,534 829,156 488,879 1,558,782
For details on the accounting treatment of redemption rights and liquidation preference
rights of pre-IPO investments, see “— Pre-IPO Investments” and note 29 to the Accountants’
Report set out in Appendix I to this prospectus.
NON-IFRS MEASURE
To supplement our consolidated financial statements, which are presented in accordance
with IFRS Accounting Standards, we also use adjusted net profit (non-IFRS measure) as an
additional financial measure, which is not required by, or presented in accordance with IFRS
Accounting Standards. We believe this non-IFRS measure facilitates comparisons of operating
performance from year to year and period to period, as well as company to company by
eliminating potential impacts of certain items. We believe this measure provides useful
information to investors and others in understanding and evaluating our consolidated results of
FINANCIAL INFORMATION
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operations in the same manner as they help our management. However, such non-IFRS measure
we presented may not be directly comparable to similar measures presented by other
companies. The use of this non-IFRS measure should not be considered as a substitute for
analysis of our results of operations or financial condition as reported under IFRS Accounting
Standards. In addition, the non-IFRS measure may be defined differently from similar terms
used by other companies, and may not be comparable to other similarly titled measures used
by other companies.
We define adjusted net profit (non-IFRS measure) as profit for the year/period adjusted
by adding back share-based payment expenses and listing expenses. The following table
reconciles our adjusted net profit (non-IFRS measure) presented in accordance with IFRS
Accounting Standards, which is profit for the year/period.
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(RMB in thousands)
Profit for the year/period /H1118/H1118 71,651 217,534 829,156 488,879 1,558,782
Add:
– Share-based payment
expenses
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,844 17,275 77,343 42,090 233,516
– Listing expenses (2) /H1118/H1118/H1118/H1118/H1118– – 6,144 – 17,565
Adjusted net profit
(non-IFRS measure) /H1118/H1118/H111881,495 234,809 912,643 530,969 1,809,863
Notes:
(1) Share-based payment expenses are non-cash in nature, representing the arrangement under which we
received services from employees as consideration for our equity instruments. Share-based payment
expenses are not expected to result in future cash payments.
(2) Listing expenses represented expenses incurred in connection with the Global Offering.
Our adjusted net profit (non-IFRS measure) increased by 188.1% from RMB81.5 million
in 2022 to RMB234.8 million in 2023, and further increased by 288.7% to RMB912.6 million
in 2024. Such increase throughout the Track Record Period was mainly due to our business
expansion, which was mainly attributable to (i) the expansion of our store network, and (ii) the
Super Ming Acquisition. Our adjusted net profit (non-IFRS measure) further increased by
240.8% from RMB531.0 million in the nine months ended September 30, 2024 to RMB1,809.9
million in the nine months ended September 30, 2025. Such increase was mainly attributable
to the expansion of our store network.
FINANCIAL INFORMATION
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DESCRIPTION OF MAJOR COMPONENTS OF OUR RESULTS OF OPERATIONS
Revenue
During the Track Record Period, we generated all of our revenue primarily from sale of
goods in China.
Revenue by Nature
During the Track Record Period, our revenue was primarily derived from the sale of
snacks and beverages to our franchisees. We sell a diverse range of value-for-money products
with frequently launched new SKUs. We had a total of 3,997 in-stock SKUs as of September
30, 2025, including bakery, biscuits, nuts and seeds, puffed snacks and instant meals, cooked
snacks, confectionery, chocolates and preserves and beverages.
The following table sets forth our revenue breakdown by nature in absolute amount and
as a percentage of our total revenue for the years/periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Sale of goods
– To franchised stores 4,242,854 99.0 10,200,447 99.1 38,888,008 98.8 26,149,383 98.8 45,865,158 98.9
– By self-operated
stores /H1118/H1118/H1118/H1118/H1118/H1118/H111831,151 0.7 60,334 0.6 263,030 0.7 204,444 0.8 180,645 0.4
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H11184,274,005 99.7 10,260,781 99.7 39,151,038 99.5 26,353,827 99.6 46,045,803 99.3
Others
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H111811,740 0.3 34,537 0.3 192,473 0.5 111,645 0.4 325,662 0.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,285,745 100.0 10,295,318 100.0 39,343,511 100.0 26,465,472 100.0 46,371,465 100.0
Note:
(1) Others mainly consisted of amortized franchise fees and fees for services that we provide to the franchisees,
including management, technology and training services, as well as services that we provide to suppliers,
including loading and unloading services, among others.
FINANCIAL INFORMATION
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Revenue by Brand
The following table sets forth our revenue by brand during the Track Record Period:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Busy for Y ou /H1118/H1118/H1118/H1118/H11184,285,745 100.0 9,247,903 89.8 17,576,247 44.7 12,049,830 45.5 19,313,237 41.6
Super Ming (1) /H1118/H1118/H1118/H1118/H1118– – 1,047,415 10.2 21,767,264 55.3 14,415,642 54.5 27,058,228 58.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,285,745 100.0 10,295,318 100.0 39,343,511 100.0 26,465,472 100.0 46,371,465 100.0
Note:
(1) This reflects the revenue of Super Ming since December 2023 after the Super Ming Acquisition in November
2023. See “History, Development and Corporate Structure — Major Acquisition — The Super Ming
Acquisition.” For revenue of Super Ming prior to the Super Ming Acquisition, see “— Financial Information
of Super Ming Group.”
Our revenue derived from Busy for Y ou increased from 2022 to 2024, and from the nine
months ended September 30, 2024 to the same period in 2025, as a result of the increase in the
number of “Busy for Y ou” stores and, therefore, the increased sales of goods to franchised
stores operated under Busy for Y ou. Our revenue derived from Super Ming increased from the
nine months ended September 30, 2024 to the same period in 2025, as a result of the increase
in the number of Super Ming stores and, therefore, the increased sales of goods to franchised
stores operated under the Super Ming brand.
FINANCIAL INFORMATION
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Cost of Sales
During the Track Record Period, our cost of sales primarily consisted of cost of sale of
goods as we procured snack and beverage products from producers and brand owners in the
industry. Our cost of sales amounted to RMB3,966.4 million, RMB9,523.0 million,
RMB36,344.5 million, RMB24,565.7 million and RMB41,861.5 million, in 2022, 2023, 2024
and the nine months ended September 30, 2024 and 2025, respectively. The following table sets
forth our cost of sales by nature for the years/periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Cost of goods /H1118/H1118/H1118/H1118/H11183,889,125 98.0 9,338,174 98.0 35,556,886 97.8 24,057,393 97.9 41,007,033 98.0
Transportation
expenses /H1118/H1118/H1118/H1118/H1118/H111861,763 1.6 140,127 1.5 604,381 1.7 407,574 1.7 661,180 1.6
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H111815,506 0.4 44,678 0.5 183,196 0.5 100,716 0.4 193,241 0.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,966,394 100.0 9,522,979 100.0 36,344,463 100.0 24,565,683 100.0 41,861,454 100.0
Note:
(1) Including depreciation and amortization, employee compensation, other tax expenses, loading and unloading
costs, franchise acquisition cost, lease expenses not included in the measurement of lease liabilities and
utilities.
Gross Profit and Gross Profit Margin
Our gross profit represents our revenue less our cost of sales, and our gross profit margin
represents gross profit divided by our revenue, expressed as a percentage. In 2022, 2023, 2024
and the nine months ended September 30, 2024 and 2025, we had gross profit of RMB319.4
million, RMB772.3 million, RMB2,999.0 million, RMB1,899.8 million and RMB4,510.0
million, respectively. During the same years/periods, we had gross profit margin of 7.5%,
7.5%, 7.6%, 7.2% and 9.7%, respectively.
FINANCIAL INFORMATION
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The following table sets forth our gross profit and gross profit margin by brand during the
Track Record Period:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Busy for Y ou /H1118/H1118/H1118/H1118/H1118319,351 7.5 705,324 7.6 1,293,689 7.4 840,931 7.0 1,881,928 9.7
Super Ming (1) /H1118/H1118/H1118/H1118/H1118– – 67,015 6.4 1,705,359 7.8 1,058,858 7.3 2,628,083 9.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118319,351 7.5 772,339 7.5 2,999,048 7.6 1,899,789 7.2 4,510,011 9.7
Note:
(1) This reflects the gross profit and gross profit margin of “Super Ming” stores since December 2023 after the
Super Ming Acquisition in November 2023. See “History, Development and Corporate Structure — Major
Acquisition — The Super Ming Acquisition.” Before the Super Ming Acquisition, the gross profit margin of
Super Ming was 5.2% in 2022 and 5.6% in the 11 months ended November 30, 2023. See “— Financial
Information of Super Ming Group.”
Our gross profit derived from Busy for Y ou increased from 2022 to 2024, and from the
nine months ended September 30, 2024 to the same period in 2025, in line with the increase
in the revenue from Busy for Y ou in the same periods. Our gross profit derived from Super
Ming increased from the nine months ended September 30, 2024 to the same period in 2025,
in line with the increase in the revenue from Super Ming in the same period. We have been
integrating operational and management processes of the two brands after the Super Ming
Acquisition, and, as of the Latest Practicable Date, the two brands had been deeply integrated.
As a result, the gross profit margins of the two brands aligned to comparable levels in 2024 and
the nine months ended September 30, 2025.
Other Income and Gains, and Other Expenses
During the Track Record Period, our other income and gains, and other expenses,
consisted of (i) government grants, mainly representing incentives received from the local
government in connection with certain financial support to local business enterprises for the
purpose of encouraging business development; (ii) compensation received from suppliers; (iii)
interest income on bank deposits; (iv) foreign exchange differences, net; (v) fair value changes
of financial assets at fair value through profit or loss; (vi) impairment of construction in
progress; (vii) donations; (viii) provision or reversal of provision for ongoing litigation; (ix)
loss on disposal of other intangible assets and (x) others.
FINANCIAL INFORMATION
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The following table sets forth the breakdown of our other income and gains, and other
expenses, for the years/periods indicated in absolute amount and as a percentage of our total
other income and gains, and other expenses:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Government grants (1) /H1118 850 46.6 325 5.8 22,568 97.3 2,763 33.1 29,885 51.2
Compensation
received (2) /H1118/H1118/H1118/H1118/H11182,591 142.1 6,700 118.7 21,183 91.3 10,617 127.0 19,496 33.4
Interest income /H1118/H1118/H1118/H11183,021 165.6 8,608 152.5 18,591 80.2 14,703 175.9 8,921 15.3
Foreign exchange
differences, net /H1118/H1118/H1118(2,055) (112.7) 504 8.9 136 0.6 135 1.6 (180) (0.3)
Fair value changes of
financial assets at
fair value through
profit or loss /H1118/H1118/H1118/H1118370 20.3 (1,946) (34.5) 105 0.5 – – – –
Impairment of
construction in
progress /H1118/H1118/H1118/H1118/H1118/H1118(3,287) (180.3) – – – – – – – –
Donations /H1118/H1118/H1118/H1118/H1118/H1118(176) (9.6) (6,894) (122.1) (7,769) (33.5) (7,355) (88.0) (2,019) (3.5)
(Provision)/reversal of
provision for
ongoing litigation
(3) – – – – (30,200) (130.2) (30,200) (361.2) 20,400 34.9
Loss on disposal of
other intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – – – – (12,710) (21.8)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118510 28.0 (1,652) (29.3) (1,424) (6.2) 978 11.6 (5,363) (9.2)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,824 100.0 5,645 100.0 23,190 100.0 (8,359) (100.0) 58,430 100.0
Note:
(1) The government grants related to incentives received from the local government in connection with certain
financial support to local business enterprises for the purpose of encouraging business development. These
grants are recognized in profit or loss upon receipt of these grants. There are no unfulfilled conditions or
contingencies relating to these grants.
(2) Compensation received represents compensation received from suppliers due to issues such as defective
products or late deliveries, as stipulated in the agreements with the suppliers.
(3) Provision for ongoing litigation in 2024 mainly related to provisions made for cases that arose from our
trademark disputes. We made sufficient provisions in relation to the litigations where we were involved, on the
basis that we have (i) consulted our legal advisor to the case and had a thorough evaluation of the likelihood
of an adverse outcome based on the legal advice; and (ii) conducted comprehensive internal reviews to assess
the potential risks and necessary provisions, as well as calculated potential damages, legal costs and any other
financial implications that might arise from the litigation. Such cases were settled in 2025, and hence provision
for ongoing litigation has been reversed for RMB20.4 million in the nine months ended September 30, 2025.
FINANCIAL INFORMATION
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Selling and Marketing Expenses
During the Track Record Period, our selling and marketing expenses consisted of (i)
employee compensations, representing salaries, benefits and share-based compensation for our
sales and marketing personnel; (ii) travel and office expenses, representing expenses related to
traveling of our sales personnel and store supervisors, as well as their office space; (iii)
marketing and promotion fees related to our marketing, branding and promotion activities; (iv)
depreciation of ROU and property management fees mainly related to our leased warehouses;
(v) depreciation and amortization expenses; and (vi) others. Our selling and marketing
expenses amounted to RMB159.1 million, RMB325.2 million, RMB1,476.1 million,
RMB978.7 million and RMB1,723.2 million in 2022, 2023, 2024 and the nine months ended
September 30, 2024 and 2025, accounting for 3.7%, 3.2%, 3.8%, 3.7% and 3.7% of our revenue
in 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, respectively.
The following table sets forth a breakdown of our selling and marketing expenses in absolute
amount and as a percentage of our total selling and marketing expenses for the years/periods
indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Employee
compensations /H1118/H1118/H111881,858 51.4 174,078 53.5 816,343 55.3 493,897 50.5 937,961 54.4
Travel and office
expenses /H1118/H1118/H1118/H1118/H1118/H11189,732 6.1 40,110 12.3 252,090 17.1 137,713 14.1 264,966 15.4
Marketing and
promotion fees /H1118/H1118/H111841,675 26.2 48,961 15.1 176,573 12.0 147,427 15.1 174,199 10.1
Depreciation of ROU
and property
management fees /H1118/H1118 13,652 8.6 26,817 8.2 86,493 5.9 81,301 8.3 134,197 7.8
Depreciation and
amortization
expenses /H1118/H1118/H1118/H1118/H1118/H11181,471 0.9 4,080 1.3 10,922 0.6 6,883 0.7 16,001 0.9
Others
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H111810,750 6.8 31,163 9.6 133,689 9.1 111,449 11.3 195,874 11.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118159,138 100.0 325,209 100.0 1,476,110 100.0 978,670 100.0 1,723,198 100.0
Note:
(1) Others mainly included warehousing services fee and short-term rental, and transportation fee between
warehouses.
FINANCIAL INFORMATION
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Administrative Expenses
During the Track Record Period, our administrative expenses consisted of (i) employee
compensations, representing salaries, benefits, and share-based compensation for our
administrative staff; (ii) professional service fees related to IT, legal, auditing and financial
advisory services; (iii) depreciation of ROU and property management fees, mainly related to
our leased office space; (iv) other tax expenses, which mainly includes stamp duty and urban
land use tax; (v) travel and office expenses incurred by our administrative staff; (vi)
depreciation and amortization expenses relating to our self-owned office equipment; and (vii)
others. Our administrative expenses amounted to RMB60.0 million, RMB117.7 million,
RMB391.1 million, RMB234.7 million and RMB655.2 million in 2022, 2023, 2024 and the
nine months ended September 30, 2024 and 2025, respectively, representing 1.4%, 1.1%, 1.0%,
0.9% and 1.4% of our revenue in 2022, 2023, 2024 and the nine months ended September 30,
2024 and 2025, respectively. The following table sets forth a breakdown of our administrative
expenses in absolute amounts and as a percentage of our total administrative expenses for the
years/periods indicated:
Y ear ended December 31, Nine months ended September 30,
2022 2023 2024 2024 2025
Amount % Amount % Amount % Amount % Amount %
(RMB in thousands, except for percentage)
(unaudited)
Employee
compensations /H1118/H1118/H111834,365 57.3 64,442 54.8 212,622 54.4 125,344 53.4 417,648 63.7
Professional service
fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,793 8.0 17,188 14.6 48,477 12.4 23,227 9.9 113,698 17.4
Depreciation of ROU
and property
management fees /H1118/H1118 4,538 7.6 8,073 6.9 38,419 9.8 26,820 11.4 31,160 4.8
Other tax expenses /H1118/H1118 5,001 8.3 12,393 10.5 37,006 9.5 24,583 10.5 43,677 6.7
Travel and office
expenses /H1118/H1118/H1118/H1118/H1118/H11184,110 6.9 5,697 4.8 23,552 6.0 15,699 6.7 19,037 2.9
Depreciation and
amortization
expenses /H1118/H1118/H1118/H1118/H1118/H11184,517 7.5 5,869 5.0 13,609 3.5 8,934 3.8 12,233 1.9
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,627 4.4 3,998 3.4 17,373 4.4 10,068 4.3 17,716 2.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,951 100.0 117,660 100.0 391,058 100.0 234,675 100.0 655,169 100.0
FINANCIAL INFORMATION
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Share of Profits and Losses of Associates
The share of profits and losses of associates relates to our investment in a number of
businesses. During the Track Record Period, our share of profits and losses of associates
amounted to nil in 2022, a loss of RMB7.7 million in 2023, a profit of RMB4.3 million in 2024,
a profit of RMB5.8 million in the nine months ended September 30, 2024 and a profit of
RMB3.7 million in the nine months ended September 30, 2025.
Income Tax Expense
Our income tax expense amounted to RMB28.2 million, RMB107.1 million, RMB323.1
million, RMB189.9 million and RMB621.1 million in 2022, 2023, 2024 and the nine months
ended September 30, 2024 and 2025, respectively. We are subject to income tax on an entity
basis on profits arising in or derived from tax jurisdictions in which members of our Group are
domiciled or operate.
Under the Law of the PRC on Enterprise Income Tax (“ EIT Law ”) and Implementation
Regulation of the EIT Law, the EIT rate of our PRC subsidiaries is 25%, while certain of our
PRC subsidiaries are qualified as small and micro enterprises and were entitled to a preferential
EIT rate of 2.5% for the taxable income below RMB1 million and a preferential EIT rate of 5%
for the taxable income between RMB1 million and RMB3 million for the year ended December
31, 2022, while entitled to a preferential EIT rate of 5% for the taxable income below RMB3
million for the years ended December 31, 2023, 2024 and the nine months ended September
30, 2024 and 2025. See Note 11 of the Accountants’ Report in Appendix I to this prospectus.
During the Track Record Period and up to the Latest Practicable Date, we did not have
any material dispute with any tax authority.
PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS
Nine months Ended September 30, 2025 Compared with Nine months Ended September
30, 2024
Revenue
Our revenue increased by 75.2% from RMB26,465.5 million in the nine months ended
September 30, 2024 to RMB46,371.5 million in the nine months ended September 30, 2025,
mainly due to (i) an increase in the sales of goods as a result of our expansion of store network;
and (ii) an increase in others, mainly as a result of the increase of service fees.
Cost of Sales
Our cost of sales increased by 70.4% from RMB24,565.7 million in the nine months
ended September 30, 2024 to RMB41,861.5 million in the nine months ended September 30,
2025, which was generally in line with our revenue growth.
FINANCIAL INFORMATION
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--- page 296 ---
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased by 137.4% from RMB1,899.8
million in the nine months ended September 30, 2024 to RMB4,510.0 million in the nine
months ended September 30, 2025. Our gross profit margin increased from 7.2% in the nine
months ended September 30, 2024 to 9.7% in the nine months ended September 30, 2025,
largely attributable to economies of scale, benefited from our expanding business scale and
enhancing cost control capability.
Other Income and gains, and Other Expenses
Our other income and gains, and other expenses increased from an expense of RMB8.4
million in the nine months ended September 30, 2024 to an income of RMB58.4 million in the
nine months ended September 30, 2025, mainly due to (i) a reversal of provision for ongoing
litigation of RMB20.4 million in the nine months ended September 30, 2025, which was
attributable to the settlement of the ongoing litigation; and (ii) an increase in government
grants of RMB27.1 million, partially offset by an increase in loss on disposal of other
intangible assets, mainly due to the disposal of our previous franchise ordering system.
Selling and Marketing Expenses
Our selling and marketing expenses increased by 76.1% from RMB978.7 million in the
nine months ended September 30, 2024 to RMB1,723.2 million in the nine months ended
September 30, 2025, mainly due to (i) an increase in employee compensations of RMB444.1
million, as we had more selling and marketing staff to support our expanding business
operations and granted equity incentives to the eligible sales and marketing personnel; (ii) an
increase in travel and office expenses of RMB127.3 million, as our expanded store network
required more frequent travel by our selling and marketing personnel and store supervisors;
and (iii) an increase in marketing and promotion fees of RMB26.8 million, mainly related to
promotion activities aiming to enhance our brand influence.
Administrative Expenses
Our administrative expenses increased by 179.2% from RMB234.7 million in the nine
months ended September 30, 2024 to RMB655.2 million in the nine months ended September
30, 2025, mainly due to (i) an increase in employee compensations of RMB292.3 million,
mainly resulting from our expanded operations and equity incentives to the eligible
administrative staff; and (ii) an increase in professional service fees of RMB90.5 million
related to IT, legal, auditing and financial advisory services.
Share of Profits and Losses of Associates
Our share of profits and losses of associates decreased from profits of RMB5.8 million
in the nine months ended September 30, 2024 to profits of RMB3.7 million in the nine months
ended September 30, 2025, mainly due to slower growth in profits of our associates.
FINANCIAL INFORMATION
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--- page 297 ---
Finance Costs
Our finance costs increased by 112.0% from RMB5.0 million in the nine months ended
September 30, 2024 to RMB10.6 million in the nine months ended September 30, 2025, mainly
due to (i) an increase in interest on bank loans as we increased bank borrowings; and (ii) an
increase in interest on lease liabilities, which was in relation to the rental of warehouses and
office space for our extended store network.
Income Tax Expense
Our income tax expense increased from RMB189.9 million in the nine months ended
September 30, 2024 to RMB621.1 million in the nine months ended September 30, 2025, which
was generally in line with the growth of our profit before tax.
Profit for the Period
As a result of the foregoing, our profit for the period increased by 218.8% from
RMB488.9 million in the nine months ended September 30, 2024 to RMB1,558.8 million in the
nine months ended September 30, 2025.
Adjusted profit for the period (non-IFRS measure)
Our adjusted net profit (non-IFRS measure) increased by 240.8% from RMB531.0 million
in the nine months ended September 30, 2024 to RMB1,809.9 million in the nine months ended
September 30, 2025.
Y ear Ended December 31, 2024 Compared with Y ear Ended December 31, 2023
Revenue
Our revenue increased by 282.2% from RMB10,295.3 million in 2023 to RMB39,343.5
million in 2024, mainly due to the expansion of our store network, capitalizing on the growth
of China’s snack and beverage retail market, which increased in market size by GMV from
RMB3,591.2 billion in 2023 to RMB3,738.0 billion in 2024. In addition, in 2023, we only
consolidated Super Ming Group’s December revenue, while 2024 was the first full financial
year after the Super Ming Acquisition. See “Business — Our Store Network — Operation
Performance.”
Cost of Sales
Our cost of sales increased by 281.6% from RMB9,523.0 million in 2023 to
RMB36,344.5 million in 2024, which was generally in line with our revenue growth.
FINANCIAL INFORMATION
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--- page 298 ---
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased by 288.3% from RMB772.3
million in 2023 to RMB2,999.0 million in 2024. Our gross profit margin remained relatively
stable at 7.5% in 2023 and 7.6% in 2024.
Other Income and Gains, and Other Expenses
Our other income and gains, and other expenses increased by 314.3% from RMB5.6
million in 2023 to RMB23.2 million in 2024, mainly due to (i) an increase in government
grants of RMB22.3 million, which mainly reflected incentives received from the local
government; (ii) an increase in compensation received of RMB14.5 million, generally in line
with the growth of our business scale, and partially due to the Super Ming Acquisition; and (iii)
an increase in interest income of RMB10.0 million. These were partially offset by an increase
in provision for ongoing litigation of RMB30.2 million. See “Risk Factors — Risks Relating
to Our Business and Industry — We, Our Directors, Management, Franchisees and Employees
May not Always Succeed in Defending Against Litigation, Regulatory Investigations and
Proceedings, Including Claims Related to Food Safety, Commercial Issues, Labor,
Employment, Antitrust or Securities Matters.”
Selling and Marketing Expenses
Our selling and marketing expenses increased by 353.9% from RMB325.2 million in 2023
to RMB1,476.1 million in 2024, mainly due to (i) an increase in employee compensations of
RMB642.2 million, as we had more selling and marketing staff to support our expanding
business operations and granted equity incentives to the eligible sales and marketing personnel.
In addition, the increase was also because 2024 was the first full financial year after the Super
Ming Acquisition; (ii) an increase in travel and office expenses of RMB212.0 million, as our
expanded store network required more frequent travel by our selling and marketing personnel
and store supervisors. In addition, the increase was also because 2024 was the first full
financial year after the Super Ming Acquisition; and (iii) an increase in marketing and
promotion fees of RMB127.6 million, which was mainly associated with our expanded
marketing efforts, including brand ambassador endorsements and online and offline advertising
and marketing campaigns. In addition, the increase was also because 2024 was the first full
financial year after the Super Ming Acquisition.
Administrative Expenses
Our administrative expenses increased by 232.3% from RMB117.7 million in 2023 to
RMB391.1 million in 2024, mainly due to (i) an increase in employee compensations of
RMB148.2 million, mainly resulting from our expanded operations and equity incentives to the
eligible administrative staff. In addition, the increase was also because 2024 was the first full
financial year after the Super Ming Acquisition; (ii) an increase in professional service fees of
RMB31.3 million as our business expanded. In addition, the increase was also because 2024
was the first full financial year after the Super Ming Acquisition; and (iii) an increase in
FINANCIAL INFORMATION
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depreciation of ROU and property management fees of RMB30.3 million, which was mainly
associated with the increase in our leased warehouses as our business expanded. In addition,
the increase was also because 2024 was the first full financial year after the Super Ming
Acquisition.
Share of Profits and Losses of Associates
Our share of profits and losses of associates changed from losses of RMB7.7 million in
2023 to profits of RMB4.3 million in 2024, mainly due to the improved performance of our
associates in 2024.
Finance Costs
Our finance costs increased by 141.4% from RMB2.9 million in 2023 to RMB7.0 million
in 2024, mainly due to an increase in interest on lease liabilities, which was in relation to the
rental of warehouses and office space to support our extended store network.
Income Tax Expense
Our income tax expense increased by 201.7% from RMB107.1 million in 2023 to
RMB323.1 million in 2024, which was generally in line with the growth of our profit before
tax.
Profit for the Y ear
As a result of the foregoing, our profit for the year increased by 281.2% from RMB217.5
million in 2023 to RMB829.2 million in 2024.
Adjusted profit for the year (non-IFRS measure)
Our adjusted net profit (non-IFRS measure) increased by 288.7% from RMB234.8 million
in 2023 to RMB912.6 million in 2024.
Y ear Ended December 31, 2023 Compared with Y ear Ended December 31, 2022
Revenue
Our revenue increased by 140.2% from RMB4,285.7 million in 2022 to RMB10,295.3
million in 2023, mainly due to the expansion of our store network, capitalizing on the growth
of China’s snack and beverage retail market, which increased in market size by GMV from
RMB3,316.2 billion in 2022 to RMB3,591.2 billion in 2023. In addition, the Super Ming
Acquisition added 2,433 new stores to our store network at the time of the acquisition, and the
consolidation of Super Ming Group’s revenue since December 2023 further contributed to the
increase in our revenue in 2023.
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Cost of Sales
Our cost of sales increased by 140.1% from RMB3,966.4 million in 2022 to RMB9,523.0
million in 2023, which was generally in line with our revenue growth.
Gross Profit and Gross Profit Margin
As a result of foregoing, our gross profit increased by 141.8% from RMB319.4 million
in 2022 to RMB772.3 million in 2023. Our gross profit margin remained relatively stable at
7.5% in 2022 and 7.5% in 2023.
Other Income and Gains, and Other Expenses
Our other income and gains, and other expenses increased by 211.1% from RMB1.8
million in 2022 to RMB5.6 million in 2023, mainly due to an increase in interest income of
RMB5.6 million.
Selling and Marketing Expenses
Our selling and marketing expenses increased by 104.4% from RMB159.1 million in 2022
to RMB325.2 million in 2023, mainly due to (i) an increase in employee compensations of
RMB92.2 million, as we hired additional selling and marketing staff to support our expanding
business operations; (ii) an increase in travel and office expenses of RMB30.4 million, as our
expanded store network required more frequent travel by our selling and marketing personnel
and store supervisors; and (iii) an increase in depreciation of ROU and property management
fees of RMB13.1 million, which was related to our expanding warehouse network.
Administrative Expenses
Our administrative expenses increased by 96.2% from RMB60.0 million in 2022 to
RMB117.7 million in 2023, mainly due to (i) an increase in employee compensations of
RMB30.0 million, mainly resulting from our expanded operations; (ii) an increase in
professional service fees of RMB12.4 million, mainly due to professional services related to
the Super Ming Acquisition; and (iii) an increase in other tax expenses of RMB7.4 million,
mainly in line with our business growth. As we continued to scale up our operations, our
administrative expenses as a percentage of revenue decreased from 1.4% in 2022 to 1.1% in
2023.
Share of Profits and Losses of Associates
Our share of profits and losses of associates changed from nil in 2022 to losses of
RMB7.7 million in 2023, mainly related to the performance of the associates that we invested
in, which were in the early stages of operations.
FINANCIAL INFORMATION
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Finance Costs
Our finance costs increased by 31.8% from RMB2.2 million in 2022 to RMB2.9 million
in 2023, mainly due to the increase in interest on lease liabilities, which was in relation to the
rental of warehouses and office space to support our extended store network.
Income Tax Expense
Our income tax expense increased by 279.8% from RMB28.2 million in 2022 to
RMB107.1 million in 2023, which were in line with the growth of our profit before tax.
Profit for the Y ear
As a result of the foregoing, our profit for the year increased by 203.3% from RMB71.7
million in 2022 to RMB217.5 million in 2023.
Adjusted profit for the year (non-IFRS measure)
Our adjusted net profit (non-IFRS measure) increased by 188.1% from RMB81.5 million
in 2022 to RMB234.8 million in 2023.
DISCUSSION OF KEY ITEMS OF CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION
The following table sets forth selected information from our summary consolidated
statements of financial position as of the dates indicated, which has been extracted from our
consolidated financial statements included in Appendix I to this prospectus.
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118762,522 2,895,123 6,113,978 7,327,824
Total non-current assets /H1118/H1118/H1118/H1118/H1118170,492 3,803,611 4,054,241 4,217,393
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118933,014 6,698,734 10,168,219 11,545,217
Total current liabilities /H1118/H1118/H1118/H1118/H1118255,153 1,623,676 3,904,085 3,819,090
Total non-current liabilities /H1118/H1118 85,769 480,242 536,335 503,925
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118340,922 2,103,918 4,440,420 4,323,015
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118592,092 4,594,816 5,727,799 7,222,202
For details on the accounting treatment of redemption rights and liquidation preference
rights of pre-IPO investments, see “— Pre-IPO Investments” and note 29 to the Accountants’
Report set out in Appendix I to this prospectus.
FINANCIAL INFORMATION
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Non-Current Assets and Liabilities
The following table sets forth our non-current assets and liabilities as of the dates
indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Non-current assets
Property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,222 53,403 158,041 328,440
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,606 238,899 355,709 392,404
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,250,400 2,250,400 2,250,400
Other intangible assets /H1118/H1118/H1118/H1118/H11185,935 1,020,423 1,029,585 1,010,868
Investments in associates /H1118/H1118/H1118 – 61,674 75,967 99,663
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,746 102,707 159,565 91,481
Prepayments, other
receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111865,983 76,105 24,974 44,137
Total non-current assets /H1118/H1118/H1118170,492 3,803,611 4,054,241 4,217,393
Non-current liabilities
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,831 66,679 147,269 137,212
Deferred tax liabilities /H1118/H1118/H1118/H1118/H111894 252,935 249,092 247,108
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,844 160,628 139,974 119,605
Total non-current
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,769 480,242 536,335 503,925
Right-of-Use Assets
Our right-of-use assets consisted of warehouses, office premises, self-operated stores and
land use right. Our right-of-use assets increased by 363.0% from RMB51.6 million as of
December 31, 2022 to RMB238.9 million as of December 31, 2023, mainly due to (i) the
acquisition of land use rights for the construction of our smart logistics park; (ii) increased
warehouse leases as a result of our business growth; and (iii) the consolidation of the
right-of-use assets of Super Ming Group after the completion of the Super Ming Acquisition.
Our right-of-use assets further increased by 48.9% from RMB238.9 million as of December 31,
2023 to RMB355.7 million as of December 31, 2024, mainly due to increased warehouse leases
and office space as a result of our business growth in 2024. Our right-of-use assets increased
by 10.3% from RMB355.7 million as of December 31, 2024 to RMB392.4 million as of
September 30, 2025, mainly due to an increase in warehouse and office space leased as a result
of our business growth.
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Goodwill
As of December 31, 2022, 2023, 2024 and September 30, 2025, our goodwill amounted
to nil, RMB2,250.4 million, RMB2,250.4 million and RMB2,250.4 million, respectively. We
recorded goodwill of RMB2,250.4 million in 2023 due to the Super Ming Acquisition. Our
goodwill remained unchanged in 2024 and the nine months ended September 30, 2025, as our
goodwill was not regarded as impaired. See “— Impairment Testing of Goodwill and Intangible
Asset with Indefinite Useful Life.”
Impairment Testing of Goodwill and Intangible Asset with Indefinite Useful Life
Goodwill and intangible asset with indefinite useful life acquired through business
combination are allocated to the cash-generating unit (“CGU”) of Super Ming Group for
impairment testing.
The carrying amounts of the goodwill and the intangible asset with indefinite useful life
allocated to the CGU are as follows:
As of December 31,
As of
September 30,
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount of goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,250,400 2,250,400 2,250,400
Carrying amount of intangible asset
with indefinite useful life /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118902,880 902,880 902,880
The recoverable amount of the CGU is determined based on value in use of the CGU to
which the goodwill and intangible asset with indefinite useful life is allocated. The calculation
uses pre-tax cash flow projection based on financial budget of the CGU approved by
management covering a five-year period. Cash flow beyond the five-year period is extrapolated
using the estimated terminal growth rate.
Annual sales growth rate is based on the management’s expectation of the future sales.
The annual sales growth rate was estimated based on information available at the time of
assessment, disregarding information that became available after the assessment. Such
information included current industry overview and estimated market development.
The pre-tax discount rate below reflects specific risks relating to the CGU and its relevant
industry and the macro-environment of the relevant region.
FINANCIAL INFORMATION
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The key assumptions used in the estimation of value in use were as follows:
2023 2024
Annual sales growth rate (during the five-year
period) (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186.4-168.3 3.5-54.1
Pre-tax discount rate (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813.8 14.2
We assessed the impairment on the goodwill and the intangible asset with indefinite
useful life at the year end of each Relevant Period and the recoverable amount of CGU has
exceeded the carrying amount, hence no impairment was provided.
See Note 16 of Appendix I to this prospectus.
Other Intangible Assets
Our other intangible assets consist of software, trademarks and customer relationships.
Our other intangible assets increased from RMB5.9 million as of December 31, 2022 to
RMB1,020.4 million as of December 31, 2023, mainly due to the Super Ming Acquisition,
which resulted in the recognition of trademarks of RMB902.9 million and customer
relationships of RMB104.1 million as of December 31, 2023, respectively. In addition, the
value of our software increased from RMB5.9 million as of December 31, 2022 to RMB13.5
million as of December 31, 2023, mainly due to the Super Ming Acquisition and our purchase
of software. Our other intangible assets increased slightly from RMB1,020.4 million as of
December 31, 2023 to RMB1,029.6 million as of December 31, 2024. Our other intangible
assets decreased from RMB1,029.6 million as of December 31, 2024 to RMB1,010.9 million
as of September 30, 2025, mainly due to the disposal of our previous franchise ordering
system, following our transition to a self-developed franchise ordering system, and the
amortization of other intangible assets, partially offset by our acquisition of additional software
to meet business needs.
FINANCIAL INFORMATION
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Net Current Assets
The following table sets forth our current assets and liabilities as of the dates indicated:
As of December 31,
As of
September 30,
As of
November 30,
2022 2023 2024 2025 2025
(RMB in thousands)
(unaudited)
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118200,168 632,181 1,674,057 2,490,598 2,500,724
Trade receivables /H1118/H1118/H11183,632 60,034 153,108 27,553 7,037
Prepayments, other
receivables and
other assets /H1118/H1118/H1118/H1118/H111839,214 472,022 2,315,584 1,776,069 1,448,035
Financial assets at
fair value through
profit or loss /H1118/H1118/H1118/H111850,370 – 30,105 – –
Restricted cash and
time deposits /H1118/H1118/H1118/H111880,870 10,036 5,090 5,193 6,172
Cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118388,268 1,720,850 1,936,034 3,028,411 3,907,411
Total current assets /H1118 762,522 2,895,123 6,113,978 7,327,824 7,869,379
Current liabilities
Trade payables /H1118/H1118/H1118/H1118117,805 602,121 1,495,020 1,488,458 1,457,854
Interest-bearing bank
borrowings /H1118/H1118/H1118/H1118/H1118– – 491,000 – –
Contract liabilities /H1118/H1118/H111848,508 404,662 763,216 744,025 826,380
Other payables and
accruals /H1118/H1118/H1118/H1118/H1118/H1118/H111862,143 439,978 825,147 1,133,371 1,219,190
Lease liabilities /H1118/H1118/H1118/H111819,861 74,917 110,641 169,770 184,811
Tax payables /H1118/H1118/H1118/H1118/H1118/H11186,836 101,998 219,061 283,466 166,484
Total current
liabilities /H1118/H1118/H1118/H1118/H1118/H1118255,153 1,623,676 3,904,085 3,819,090 3,854,719
Net current assets /H1118/H1118507,369 1,271,447 2,209,893 3,508,734 4,014,660
Our net current assets increased by 14.4% from RMB3,508.7 million as of September 30,
2025 to RMB4,014.7 million as of November 30, 2025, mainly due to an increase in cash and
cash equivalents of RMB879.0 million, partially offset by a decrease in prepayments, other
receivables and other assets of RMB328.1 million.
FINANCIAL INFORMATION
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Our net current assets increased by 58.8% from RMB2,209.9 million as of December 31,
2024 to RMB3,508.7 million as of September 30, 2025, mainly due to (i) an increase in
inventories of RMB816.5 million and (ii) an increase in cash and cash equivalents of
RMB1,092.4 million, partially offset by (i) a decrease in prepayments, other receivables and
other assets of RMB539.5 million, (ii) a decrease in trade receivables of RMB125.5 million and
(iii) an increase in other payables and accruals of RMB308.3 million.
Our net current assets increased by 73.8% from RMB1,271.4 million as of December 31,
2023 to RMB2,209.9 million as of December 31, 2024, mainly due to (i) an increase in
prepayments, other receivables and other assets of RMB1,843.6 million, (ii) an increase in
inventories of RMB1,041.9 million, and (iii) an increase in cash and cash equivalents of
RMB215.1 million, partially offset by (i) an increase in trade payables of RMB892.9 million,
(ii) an increase in interest-bearing bank borrowings of RMB491.0 million, (iii) an increase in
other payables and accruals of RMB385.1 million, and (iv) an increase in contract liabilities
of RMB358.5 million.
Our net current assets increased by 150.6% from RMB507.4 million as of December 31,
2022 to RMB1,271.4 million as of December 31, 2023, mainly due to (i) an increase in cash
and cash equivalents of RMB1,332.6 million, (ii) an increase in inventories of RMB432.0
million, and (iii) an increase in trade receivables of RMB56.4 million, partially offset by (i) an
increase in trade payables of RMB484.3 million, (ii) an increase in other payables and accruals
of RMB377.9 million, and (iii) an increase in contract liabilities of RMB356.2 million.
Inventories
Our inventories consisted of finished goods, goods shipped in transit and other
inventories. The following table sets out a breakdown of our inventories as of the dates
indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118184,356 562,828 1,539,752 2,436,264
Goods shipped in transit /H1118/H1118/H1118/H111815,768 69,154 133,385 53,437
Other inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844 199 920 897
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,168 632,181 1,674,057 2,490,598
Our inventories increased by 215.8% from RMB200.2 million as of December 31, 2022
to RMB632.2 million as of December 31, 2023, mainly due to (i) the consolidation of the
inventories of Super Ming Group after the completion of the Super Ming Acquisition, and (ii)
increased stock levels to support our expanded store network. Our inventories increased by
164.8% from RMB632.2 million as of December 31, 2023 to RMB1,674.1 million as of
FINANCIAL INFORMATION
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December 31, 2024, mainly due to increased stock levels to support our expanded store
network. Our inventories increased from RMB1,674.1 million as of December 31, 2024 to
RMB2,490.6 million as of September 30, 2025, mainly due to increased stocking of goods in
anticipation of higher sales during the Mid-Autumn Festival and National Day, as well as to
support our increased sales demand attributable to our expanded business.
The following is an aging analysis of our inventories:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Within 180 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,067 631,034 1,669,981 2,467,232
181 days to 365 days /H1118/H1118/H1118/H1118/H1118/H1118/H111853 1,061 3,558 22,116
Over 365 days /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848 86 518 1,250
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,168 632,181 1,674,057 2,490,598
As of November 30, 2025, RMB2,488.9 million, or 99.9%, of our inventories as of
September 30, 2025, had been sold or utilized.
The following table sets forth our inventory turnover days for the years/period indicated:
Y ear Ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
Inventory turnover days (1) /H1118/H1118/H111811.5 16.0 11.6 13.4
Note:
(1) Inventory turnover days are calculated using the average of beginning balance and ending balance of
inventories for a year or period divided by cost of sales for the relevant year or period and multiplied
by 365 or 273 days.
Our inventory turnover days remained relatively stable at 11.5 days and 11.6 days in 2022
and 2024, respectively. Our inventory turnover days were 16.0 days in 2023, which was mainly
due to the consolidation of the inventories of Super Ming Group after the Super Ming
Acquisition, which resulted in relatively high inventory balance as of December 31, 2023,
while we only consolidated one month of Super Ming Group’s cost of sales in 2023.
Consequently, the turnover days in 2023 calculated under this method are not representative of
our typical inventory management performance. Our inventory turnover days increased from
11.6 days in 2024 to 13.4 days in the nine months ended September 30, 2025, mainly due to
FINANCIAL INFORMATION
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the relatively high inventory level as of September 30, 2025, which is attributed to our
increased stocking of goods in anticipation of higher sales during the Mid-Autumn Festival and
National Day, as well as to support our increased sales demand attributable to our expanded
business.
Trade Receivables
Our trade receivables mainly referred to outstanding amounts due from our franchisees
for their purchase of and our delivery of goods we sold in the ordinary course of business, less
impairment. The following table sets forth a breakdown of our trade receivables as of the dates
indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,823 60,112 153,282 27,802
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(191) (78) (174) (249)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,632 60,034 153,108 27,553
We generally require our franchisees to pay us in advance and only grant credit terms to
certain franchisees on occasions such as the Special Purchase Day for Spring Festival. Such
measure aims to strengthen our business relationships with the franchisees and support their
business growth. We also implemented effective trade receivables management policies to
monitor trade receivables management in the ordinary course of business and enhance the
collection of trade receivables. Our trade receivables increased from RMB3.6 million as of
December 31, 2022 to RMB60.0 million as of December 31, 2023, mainly due to our business
expansion and the consolidation of the trade receivables of Super Ming Group. Our trade
receivables further increased substantially to RMB153.1 million as of December 31, 2024,
mainly because of our business growth, which resulted in an increased total amount of credit
granted to the franchisees for the Special Purchase Day for Spring Festival. Our trade
receivables decreased from RMB153.1 million as of December 31, 2024 to RMB27.6 million
as of September 30, 2025, mainly because of the credit granted to the franchisees for the
Special Purchase Day for Spring Festival as of December 31, 2024, while there were no major
promotional events where we offer credit terms to franchisees as of September 30, 2025.
As of December 31, 2022, 2023, 2024 and September 30, 2025, all of our trade
receivables were aged less than six months.
FINANCIAL INFORMATION
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The following table sets forth our trade receivables turnover days for the years/period
indicated:
Y ear Ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
Trade receivables turnover
days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.2 1.1 1.0 0.5
Note:
(1) Trade receivables turnover days are calculated using the average of beginning balance and ending
balance of trade receivables (excluding provision for impairment) for a year or period divided by
revenue for the relevant year or period and multiplied by 365 or 273 days.
During the Track Record Period, our trade receivables turnover days remained relatively
stable. As of November 30, 2025, RMB27.3 million, or 99.2%, of our trade receivables as of
September 30, 2025, had been settled.
Prepayments, Other Receivables and Other Assets
Our prepayments, other receivables and other assets consisted of (i) prepayments to our
suppliers for product procurement, (ii) deposits and other receivables incurred in our
operations, (iii) receivables due from associates, (iv) recoverable value added tax, (v)
impairment allowance, and (vi) other current and non-current assets. The following table sets
out a breakdown of our prepayments, other receivables and other assets as of the dates
indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Current:
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,798 309,196 1,639,137 1,153,358
Deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,636 82,004 367,314 235,723
Receivables due from
associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,635 31,200 10,400
Recoverable value added tax /H1118 22,883 69,452 256,657 319,424
Other current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118900 9,783 21,351 60,460
39,217 472,070 2,315,659 1,779,365
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118(3) (48) (75) (3,296)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,214 472,022 2,315,584 1,776,069
FINANCIAL INFORMATION
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--- page 310 ---
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Non-Current:
Deposits and other
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,350 68,917 13,459 5,329
Other non-current assets /H1118/H1118/H1118/H11183,633 7,188 11,515 38,808
65,983 76,105 24,974 44,137
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105,197 548,127 2,340,558 1,820,206
Our prepayments, other receivables and other assets increased from RMB105.2 million as
of December 31, 2022 to RMB548.1 million as of December 31, 2023, mainly due to (i) an
increase in prepayments to suppliers as our scope of operations expanded and Super Ming
Group’s prepayments consolidated into our Group; (ii) an increase in deposits and other
receivables related to deposits that we paid for leasing warehouses and office space, which
increased along with our business expansion; and (iii) an increase in recoverable V A T, which
was mainly attributable to the expansion of our business, leading to a greater amount of
deductible input V A T mainly on inventories at the end of the year.
Our prepayments, other receivables and other assets increased from RMB548.1 million as
of December 31, 2023, to RMB2,340.6 million as of December 31, 2024, mainly due to (i) an
increase in prepayments to suppliers to secure supply towards the end of the year as our scope
of operations expanded, and (ii) an increase in deposits and other receivables, which was in line
with our business growth.
Our prepayments, other receivables and other assets decreased from RMB2,340.6 million
as of December 31, 2024 to RMB1,820.2 million as of September 30, 2025, mainly due to a
decrease in prepayments, mainly as a result of our implementation of proactive prepayment
management measures.
As of November 30, 2025, RMB1,550.4 million, or 85.2%, of our prepayments, other
receivables and other assets as of September 30, 2025, had been settled.
FINANCIAL INFORMATION
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--- page 311 ---
Trade Payables
Our trade payables primarily consisted of amounts payable for goods purchased and for
third-party logistics services. Our trade payables increased by 411.1% from RMB117.8 million
as of December 31, 2022 to RMB602.1 million as of December 31, 2023, mainly attributable
to our organic business growth as well as the Super Ming Acquisition. Our trade payables
increased by 148.3% from RMB602.1 million as of December 31, 2023, to RMB1,495.0
million as of December 31, 2024. Our trade payables decreased by 0.4% from RMB1,495.0
million as of December 31, 2024 to RMB1,488.5 million as of September 30, 2025, mainly
because of enhanced measures for managing trade payables.
As of December 31, 2022, 2023, 2024 and September 30, 2025, all of our trade payables
were aged less than six months.
The following table sets forth our trade payables turnover days for the years/period
indicated:
Y ear ended December 31,
Nine months
ended
September 30,
2022 2023 2024 2025
Trade payables turnover
days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187.2 13.8 10.5 9.6
Note:
(1) Trade payables turnover days are calculated using the average of beginning balance and ending balance
of trade payables for a year or period divided by cost of sales used for the relevant year or period and
multiplied by 365 days or 273.
Our trade payables turnover days was 7.2 days in 2022, 13.8 days in 2023, 10.5 days in
2024 and 9.6 days in the nine months ended September 30, 2025. The relatively high turnover
days in 2023 was mainly due to the consolidation of trade payables of Super Ming Group after
the completion of the Super Ming Acquisition, which resulted in higher trade payable balance
as of December 31, 2023, while we only consolidated one month of Super Ming Group’s cost
of sales in 2023. As a result, the turnover days in 2023 calculated under this method is not
representative of our typical trade payable management performance.
As of November 30, 2025, RMB1,400.2 million, or 94.1%, of our trade payables as of
September 30, 2025, had been settled.
FINANCIAL INFORMATION
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Other Payables and Accruals
Our other payables and accruals consisted of (i) payroll and welfare payable, (ii) accruals
and other payables mainly related to travel expenses, service fees and rental fees, (iii) other tax
payable, and (iv) deposits payable to franchisees, representing franchisees’ funds we hold as
security to ensure the franchisees’ compliance with the franchise agreements. The following
table sets out a breakdown of our other payables and accruals as of the dates indicated:
As of December 31,
As of
September 30,
2022 2023 2024 2025
(RMB in thousands)
Current:
Payroll and welfare payable /H1118/H1118 16,270 50,416 163,273 295,450
Accruals and other payables /H1118 6,455 143,700 180,247 191,585
Other tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,457 120,989 128,818 112,837
Deposits payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,961 124,873 352,809 533,499
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,143 439,978 825,147 1,133,371
Our other payables and accruals increased by 608.5% from RMB62.1 million as of
December 31, 2022 to RMB440.0 million as of December 31, 2023, mainly due to (i) an
increase in accruals and other payables in relation to increased traveling and rents, among
others, along with our business expansion, (ii) an increase in other tax payable, mainly due to
the Super Ming Acquisition, and (iii) an increase in deposits payable, which consisted of
deposits from franchisees, mainly due to the Super Ming Acquisition and the expansion of our
business.
Our other payables and accruals increased by 87.5% from RMB440.0 million as of
December 31, 2023 to RMB825.1 million as of December 31, 2024, mainly due to (i) an
increase in deposits payable, which was in line with the expansion of our business; and (ii) an
increase in payroll and welfare payable, which was mainly attributable to an increase in the
number of employees following the Super Ming Acquisition.
Our other payables and accruals increased by 37.4% from RMB825.1 million as of
December 31, 2024 to RMB1,133.4 million as of September 30, 2025, mainly due to (i) an
increase in deposits payable, which was mainly due to the expansion of our business and (ii) an
increase in payroll and welfare payable, which is mainly due to the increased incentives and
bonuses to our employees.
As of November 30, 2025, RMB335.1 million, or 29.6%, of our other payables and
accruals as of September 30, 2025, had been settled.
FINANCIAL INFORMATION
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--- page 313 ---
Contract Liabilities
Our contract liabilities mainly consisted of advance payments received from franchisees
for merchandise and franchise fees. Our contract liabilities increased substantially by 452.6%
from RMB102.3 million as of December 31, 2022 to RMB565.3 million as of December 31,
2023, mainly due to the expansion of our store network and increased number of franchisees
in 2023. Our contract liabilities increased by 59.8% from RMB565.3 million as of December
31, 2023 to RMB903.2 million as of December 31, 2024, mainly due to (i) the expansion of
our store network and increased number of franchisees; and (ii) 2024 being the first full
financial year after the Super Ming Acquisition. Our contract liabilities decreased from
RMB903.2 million as of December 31, 2024 to RMB863.6 million as of September 30, 2025
mainly due to the continued amortization of franchise fees collected in previous years.
As of November 30, 2025, RMB537.2 million, or 62.2%, of our contract liabilities as of
September 30, 2025, had been settled.
LIQUIDITY AND CAPITAL RESOURCES
We have historically funded our cash requirements principally from proceeds from our
business operations, equity holder contributions and bank loans. After the Global Offering, we
intend to finance our future capital requirements through cash generated from our business
operations and the net proceeds from the Global Offering. We do not anticipate any changes
to the availability of financing to fund our operations in the future.
Consolidated Statements of Cash Flow
The following table sets forth a summary of our cash flows for the years/periods
indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(unaudited)
(RMB in thousands)
Net cash flows from/
(used in) operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111882,068 589,522 (230,102) (503,741) 2,189,464
Net cash flows (used in)/
from investing activities /H1118 (144,251) 174,852 (159,045) (61,031) (193,915)
Net cash flows from/(used
in) financing activities /H1118/H1118200,696 568,208 604,331 174,824 (903,172)
Net increase/(decrease) in
cash and cash
equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118138,513 1,332,582 215,184 (389,948) 1,092,377
FINANCIAL INFORMATION
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--- page 314 ---
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(unaudited)
(RMB in thousands)
Cash and cash equivalents
at beginning of
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249,755 388,268 1,720,850 1,720,850 1,936,034
Cash and cash equivalents
at end of year/period /H1118/H1118/H1118388,268 1,720,850 1,936,034 1,330,902 3,028,411
Net Cash Flows from/(Used in) Operating Activities
In the nine months ended September 30, 2025, we had net cash flows from our operating
activities of RMB2,189.5 million, which represents our profit before tax amounting to
RMB2,179.9 million, as adjusted by (i) non-cash and non-operating items, mainly comprising
share-based payment expense of RMB233.5 million, and depreciation of right-of-use assets of
RMB116.4 million, and (ii) movements in working capital, mainly comprising (i) increase in
inventories of RMB816.5 million, (ii) decrease in prepayments, other receivables and other
assets of RMB535.4 million and (iii) increase in other payables and accruals of RMB301.7
million.
In 2024, we had net cash flows used in operating activities of RMB230.1 million, which
represents our profit before tax amounted to RMB1,152.2 million, as adjusted by (i) non-cash
and non-operating items, mainly comprising depreciation of right-of-use assets of RMB105.8
million, and share-based payment expense of RMB77.3 million, partially offset by interest
income of RMB18.6 million, and (ii) movements in working capital, mainly comprising
increase in prepayments, other receivables and other assets of RMB1,826.6 million, mainly due
to an increase in prepayments to suppliers to secure supply towards the end of the year as our
scope of operations expanded, and increase in inventories of RMB1,041.9 million, as our scope
of operations expanded, partially offset by increase in trade payables of RMB892.9 million. In
light of our net cash flows used in operating activities in 2024, we have implemented measures
to improve our operating cash flow, including (i) negotiations with suppliers to secure more
favorable credit terms, and (ii) reinforcing franchisee settlement management only permitting
limited short-term credit for franchisees under specific conditions.
In 2023, we had net cash flows from operating activities of RMB589.5 million, which
represents our profit before tax of RMB324.6 million, as adjusted by (i) non-cash and
non-operating items, mainly comprising depreciation of right-of-use assets of RMB32.1
million, partially offset by interest income of RMB8.6 million, and (ii) movements in working
capital, mainly comprising increase in prepayments, other receivables and other assets of
RMB117.9 million, increase in inventories of RMB120.4 million, partially offset by increase
in trade payables of RMB213.9 million and increase in contract liabilities of RMB198.4
million.
FINANCIAL INFORMATION
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--- page 315 ---
In 2022, we had net cash flows from operating activities of RMB82.1 million, which
represents our profit before tax of RMB99.8 million, as adjusted by (i) non-cash and
non-operating items, mainly comprising depreciation of right-of-use assets of RMB16.6
million, partially offset by interest income of RMB3.0 million, and (ii) movements in working
capital, mainly comprising increase in inventories of RMB150.2 million and increase in
prepayments, other receivables and other assets of RMB11.6 million, partially offset by
increase in trade payables of RMB79.8 million and increase in contract liabilities of RMB66.4
million.
Net Cash Flows from/(Used in) Investing Activities
In the nine months ended September 30, 2025, our net cash flows used in investing
activities were RMB193.9 million, which was mainly attributable to (i) purchase of financial
assets at fair value through profit or loss of RMB380.0 million and (ii) purchase of items of
property, plant and equipment of RMB221.7 million, partially offset by proceeds from disposal
of financial assets at fair value through profit or loss of RMB411.0 million.
In 2024, our net cash flows used in investing activities were RMB159.0 million, which
was mainly attributable to (i) purchase of items of property, plant and equipment of RMB141.0
million, and (ii) purchase of financial assets at fair value through profit or loss of RMB90.0
million.
In 2023, our net cash flows from investing activities were RMB174.9 million, which was
mainly attributable to acquisition of subsidiaries, net of cash acquired, of RMB244.1 million,
partially offset by (i) purchases of and prepayments for right-of-use assets — land use rights
of RMB92.0 million, and (ii) capital injection in associates of RMB59.4 million.
In 2022, our net cash flows used in investing activities were RMB144.3 million, which
was mainly attributable to (i) placement of time deposits with original maturity of more than
three months when acquired of RMB68.7 million, (ii) purchase of financial assets at fair value
through profit or loss of RMB50.0 million, and (iii) purchase of items of property, plant and
equipment of RMB14.2 million, partially offset by repayment of loans from third parties of
RMB3.8 million.
Net Cash Flows from/(Used in) Financing Activities
In the nine months ended September 30, 2025, our net cash flows used in financing
activities were RMB903.2 million, mainly attributable to (i) repayment of bank loans of
RMB1,000.0 million, and (ii) dividends paid of RMB300.0 million, partially offset by proceeds
from interest-bearing bank borrowings of RMB509.0 million.
In 2024, our net cash flows from financing activities were RMB604.3 million, mainly
attributable to (i) proceeds from interest-bearing bank borrowings of RMB491.0 million, and
(ii) capital injection of RMB284.3 million, partially offset by principal portion of lease
payments of RMB106.5 million.
FINANCIAL INFORMATION
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--- page 316 ---
In 2023, our net cash flows from financing activities were RMB568.2 million, mainly
attributable to capital injection of RMB800.1 million, mainly offset by dividends paid of
RMB194.2 million.
In 2022, our net cash flows from financing activities were RMB200.7 million, mainly
attributable to capital injection of RMB220.7 million, mainly offset by a principal portion of
lease payments of RMB15.7 million.
INDEBTEDNESS
As of December 31, 2022, 2023, 2024, September 30, 2025 and November 30, 2025, our
indebtedness included lease liabilities and interest-bearing bank borrowings. The following
table sets forth the breakdown of our indebtedness as of the dates indicated:
As of December 31,
As of
September 30,
As of
November
30,
2022 2023 2024 2025 2025
(RMB in thousands)
(unaudited)
Current:
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,861 74,917 110,641 169,770 184,811
Interest-bearing bank
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 491,000 – –
Non-current:
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,831 66,679 147,269 137,212 171,914
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,692 141,596 748,910 306,982 356,725
Our Directors confirmed that there is no material change in our indebtedness since
November 30, 2025 to the date of this Prospectus. As of the Latest Practicable Date, there was
no material restrictive covenant in our indebtedness which could significantly limit our ability
to obtain future financing, nor was there any material default on our indebtedness or breach of
covenant during the Track Record Period and up to the Latest Practicable Date. As of the Latest
Practicable Date, except for bank borrowings, we did not have plans for other material external
debt financing.
Lease Liabilities
Our total lease liabilities increased by 173.9% from RMB51.7 million as of December 31,
2022 to RMB141.6 million as of December 31, 2023, and then increased by 82.1% to
RMB257.9 million as of December 31, 2024, and further increased by 19.0% to RMB307.0
million as of September 30, 2025, mainly due to the increased number of leased properties in
light of our business expansion.
FINANCIAL INFORMATION
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Interest-bearing Bank Borrowings
As of December 31, 2022, 2023, 2024, September 30, 2025 and November 30, 2025, our
interest-bearing bank borrowings amounted to nil, nil, RMB491.0 million, nil and nil,
respectively. The interest-bearing bank borrowings as of December 31, 2024 were mainly
related to additional bank loans secured for working capital purposes, such as relating to the
procurement of products. As of the Latest Practicable Date, our unutilized banking facilities
amounted to RMB400.0 million. Our bank borrowings are all denominated in Renminbi. See
“Appendi x I — Interest-Bearing Bank Borrowings.”
Our Directors confirm that, there was no material covenant on any of our outstanding debt
as of the Latest Practicable Date, and there was no breach of any covenants during the Track
Record Period and up to the Latest Practicable Date. Our Directors further confirm that we did
not experience any difficulty in obtaining bank loans and other borrowings, default in payment
of bank loans and other borrowings or breach of covenants during the Track Record Period and
up to the Latest Practicable Date.
No Other Outstanding Indebtedness
Save as disclosed above, as of November 30, 2025, being the most recent practicable date
for determining our indebtedness, we did not have any outstanding mortgages, charges,
debentures, other issued debt capital, bank overdrafts, borrowings, liabilities under acceptance
or other similar indebtedness, hire purchase commitments, guarantees or other material
contingent liabilities. Our directors have confirmed that there has been no material change in
our indebtedness from November 30, 2025 to the date of this prospectus.
CONTINGENT LIABILITIES
During the Track Record Period and up to the Latest Practicable Date, we did not have
any material contingent liabilities.
FINANCIAL INFORMATION
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--- page 318 ---
CAPITAL EXPENDITURES
During the Track Record Period, our capital expenditures consist of (i) purchase of items
of property, plant and equipment, (ii) purchase of other intangible assets, and (iii) purchases
of and prepayments for right-of-use assets — land use rights. The following table sets forth our
capital expenditure for the years/periods indicated:
Y ear ended December 31,
Nine months ended
September 30,
2022 2023 2024 2024 2025
(unaudited)
(RMB in thousands)
Purchase of items of
property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,176 32,957 141,011 76,929 221,682
Purchase of other intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,756 4,176 25,156 12,505 8,448
Purchases of and
prepayments for right-of-
use assets – land use
rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 91,956 – – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,932 129,089 166,167 89,434 230,130
We funded the expenditures mainly with cash generated from business operations during
the Track Record Period. Following the Global Offering, we will continue to incur capital
expenditures to grow our business. We plan to fund our planned capital expenditures mainly
with cash flows generated from our operations, bank borrowings, and the net proceeds received
from the Global Offering. See “Future Plans and Use of Proceeds.” We may adjust our capital
expenditures for any given year according to our development plans or in light of market
conditions and other factors we believe to be appropriate.
CAPITAL COMMITMENTS
In 2022, 2023, 2024 and the nine months ended September 30, 2025, our capital
commitments were nil, RMB19.4 million, RMB167.3 million and RMB107.2 million,
respectively, which comprised purchase of property, plant and equipment that has been
contracted but not yet paid for.
FINANCIAL INFORMATION
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KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios for the years/periods indicated:
For the year ended/As of December 31,
For the nine months
ended/As of September 30,
2022 2023 2024 2024 2025
Gross profit margin (%) (1) /H1118 7.5 7.5 7.6 7.2 9.7
Net profit margin (%) (2) /H1118/H1118/H1118 1.7 2.1 2.1 1.8 3.4
Adjusted net profit margin
(non-IFRS measure)
(%)
(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.9 2.3 2.3 2.0 3.9
Gearing ratio (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836.5% 31.4% 43.7% N/A 37.4%
Notes:
(1) Gross profit margin equals gross profit divided by revenue and multiplied by 100%.
(2) Net profit margin equals net profit for the year/period divided by revenue for the year/period and
multiplied by 100%.
(3) Adjusted net profit margin (non-IFRS measure) is calculated based on adjusted net profit (non-IFRS
measure) divided by revenue and multiplied by 100%. See “— Non-IFRS Measure” for a reconciliation
from our profit for the year/period to adjusted net profit (non-IFRS measure).
(4) Gearing ratio equals total liabilities divided by total assets as of the end of the year/period and
multiplied by 100%.
RELATED PARTY TRANSACTIONS
For details about our related party transactions during the Track Record Period, see
Note 35 of Appendix I to this prospectus.
Our Directors are of the view that each of the related party transactions set out in Note 35
to the Accountants’ Report in Appendix I to this prospectus was conducted in the ordinary
course of business and with normal commercial terms between the relevant parties. Our
Directors are also of the view that our related party transactions during the Track Record Period
would not distort our track record results or make our historical results not reflective of our
future performance.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
As of the Latest Practicable Date, we had not entered into any off-balance sheet
arrangements. We also have not entered into any financial guarantees or other commitments to
guarantee the payment obligations of third parties. In addition, we have not entered into any
derivative contracts that are indexed to our equity interests and classified as owners’ equity.
Furthermore, we do not have any retained or contingent interest in assets transferred to an
FINANCIAL INFORMATION
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unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We
do not have any variable interest in any unconsolidated entity that provides financing, liquidity,
market risk or credit support to us or that engages in leasing, hedging or research and
development services with us.
FINANCIAL RISKS DISCLOSURE
We are exposed to a variety of financial risks, including credit risk, liquidity risk and
capital management. Our principal financial instruments comprise financial assets at fair value
through profit or loss, cash and cash equivalent and interest-bearing bank borrowings. We have
various other financial assets and liabilities such as trade receivables and trade payables, which
arise directly from our operations.
The main risks arising from our Group’s financial instruments are credit risk and liquidity
risk. The management of our Company reviews and agrees policies for managing each of these
risks and they are summarized below.
Credit Risk
Our Group trades only with recognized and creditworthy third parties. It is our 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
management of our Company considers that our Group’s exposure to bad debts is not
significant.
Liquidity Risk
Our Group monitors and maintains a level of cash and cash equivalent deemed adequate
by management of our Group to finance the operations and mitigate the effects of fluctuations
of cash flows.
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 maintain healthy capital ratios in order to support
its business and maximize equity holders’ value.
Our Group regards issued capital, capital reserve and all other equity reserves as its
capital and 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 equity holders, return
capital to equity holders or issue new shares. Our 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 Track Record Period.
FINANCIAL INFORMATION
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DIVIDENDS
Any declaration and payment, as well as the amount of dividends, will be subject to our
Articles of Association and the relevant PRC laws. As of December 31, 2022, 2023, 2024 and
September 30, 2025, we paid dividends of nil, RMB194.2 million, RMB32.3 million and
RMB300.0 million, respectively. No other dividend was paid or declared by our Company or
other entities comprising our Group during the Track Record Period.
We do not have any formal dividend policy. Any dividend distribution plans will be
formulated by the Board and approved by the shareholders’ meetings, taking into account
factors including our actual and expected results of operations, cash flow and financial
position, general business conditions and business strategies, expected working capital
requirements and future expansion plans, legal, regulatory and other contractual restrictions,
and other factors that our Board deems to be appropriate. Pursuant to our Articles of
Association, in principle, after we have made good any losses and appropriated funds to
statutory reserves, the remaining after-tax profits shall be distributed among shareholders in
proportion to their respective shareholdings, except where our Articles of Association provides
otherwise for non-proportional distribution. Once the shareholders’ meeting has adopted a
resolution on the profit distribution plan, or the Board has formulated a specific plan based on
the conditions and upper limit for interim dividends approved by the annual shareholders’
meeting, we shall complete the distribution of dividends within two months. We currently do
not have any fixed dividend pay-out ratio. No dividend shall be declared or payable except out
of our profits and reserves lawfully available for distribution.
WORKING CAPITAL CONFIRMATION
Our Directors are of the opinion that, taking into account the net proceeds from the Global
Offering and the financial resources available to us, including cash and cash equivalents, we
have sufficient working capital for our present requirements, that is at least 12 months from the
date of this prospectus.
DISTRIBUTABLE RESERVES
As of September 30, 2025, the retained profits attributable to the owners of the Company
were RMB69.9 million. Such retained profits represent distributable reserves to our
shareholders as of the same date.
PROFIT ESTIMATE FOR THE YEAR ENDED DECEMBER 31, 2025
We have prepared the following profit estimate for the year ended December 31, 2025:
Estimated consolidated profit attributable to
owners of the parent for the year ended
December 31, 2025
(1)(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
not less than RMB2.3 billion
(equivalent to approximately
HK$2.5 billion)
FINANCIAL INFORMATION
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Notes:
(1) The bases on which the above profit estimate has been prepared are summarized in Part A of Appendix
IIA to this Prospectus. Our Directors have prepared the estimated consolidated profit attributable to
owners of the parent for the year ended December 31, 2025 based on the audited consolidated results
of our Group for the nine months ended September 30, 2025 and the unaudited consolidated results
based on the management accounts of our Group for the three months ended December 31, 2025. The
profit estimate has been prepared on a basis consistent in all material respects with our accounting
policies, as presently adopted and as set out in Note 2.3 of the Accountants’ Report of our Group, the
text of which is set out in Appendix I to this Prospectus.
(2) The estimated consolidated profit attributable to owners of the parent is converted into Hong Kong
dollars at the exchange rate of HK$1 to RMB0.9049. No presentation is made that the RMB amounts
have been, could have been or may be converted to Hong Kong dollars, or vice versa, at that rate.
LISTING EXPENSES
Our listing expenses mainly include (i) underwriting-related expenses, such as
underwriting fees and commissions, and (ii) non-underwriting-related expenses, comprising
professional fees paid to our legal advisors and reporting accountants for their services
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 mid-point of the Offer Price range and assuming that the Offer Size Adjustment
Option and the Over-allotment Option are not exercised) for the Global Offering are
approximately RMB170.5 million, accounting for approximately 5.8% of our gross proceeds.
Among such estimated total listing expenses, we expect to pay underwriting-related expenses
of RMB120.4 million, professional fees for our legal advisors and reporting accountants of
RMB39.9 million and other fees and expenses of RMB10.2 million. An estimated amount of
RMB53.5 million of our listing expenses is expected to be expensed through the statement of
profit or loss and an estimated amount of RMB117.0 million of our listing expenses is expected
to be recognized directly as a deduction from equity upon the Listing. We did not recognize any
listing expenses in 2022 and 2023. We recognized listing expenses of RMB6.1 million in 2024
and RMB17.6 million in the nine months ended September 30, 2025 in our consolidated
statements of profit or loss and other comprehensive income.
UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS
See “Appendix II — Unaudited Pro Forma Financial Information.”
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 or trading position or prospects since September 30,
2025, being the end date of the periods reported in Appendix I to this prospectus, and there is
no event since September 30, 2025 that would materially affect the information as set out in
the Accountants’ Report in Appendix I to this prospectus.
FINANCIAL INFORMATION
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DISCLOSURE REQUIRED UNDER THE LISTING RULES
Our Directors confirm that as of the Latest Practicable Date, there was no circumstance
that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing
Rules.
According to Rule 4.05A of the Listing Rules, the Super Ming Acquisition would have
been classified at the date of application for our listing as a major transaction under Chapter
14 of the Listing Rules. See “— Financial Information of Super Ming Group,” and “Appendix
IA — Accountants’ Report of Super Ming Group.”
FINANCIAL INFORMATION OF SUPER MING GROUP
With a view to further expand our business operation, nationwide store network, achieve
business alliance and enhance our core competitiveness, in November 2023, we entered into a
series of share purchase agreements with certain shareholders of Super Ming Food Technology.
Upon completion of the above acquisitions, Super Ming Food Technology became our
wholly-owned subsidiary. See “History, Development and Corporate Structure — Major
Acquisition — The Super Ming Acquisition.”
Set out below is certain pre-acquisition financial information of Super Ming Group from
January 1, 2022 to November 30, 2023. The financial information of Super Ming Group was
consolidated in our Group’s financial information since December 2023.
Description of Major Components of Super Ming Group’s Results of Operations
The following table summarizes the statement of comprehensive income of Super Ming
Group for the periods indicated:
Y ear ended
December 31,
Eleven months
ended
November 30,
2022 2023
(RMB in thousands)
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118854,816 6,753,659
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(810,611) (6,372,222)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,205 381,437
Other income and gains, and other expenses /H1118/H1118/H1118/H1118 322 178
Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,707) (198,518)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,203) (74,800)
Impairment losses on financial assets, net /H1118/H1118/H1118/H1118/H1118/H1118(24) (25)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(161) (1,613)
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,432 106,659
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,268) (41,504)
(Loss)/profit and total comprehensive
(loss)/income for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,836) 65,155
FINANCIAL INFORMATION
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Revenue
In 2022 and the eleven months ended November 30, 2023, Super Ming Group’s revenue
was RMB854.8 million and RMB6,753.7 million, respectively, primarily representing revenue
from the sale of snack and beverage products to Super Ming Group’s franchisees. The increase
of Super Ming Group’s revenue in the eleven months ended November 30, 2023 compared to
the year of 2022 was mainly due to the expansion of its store network, leveraging the growth
in China’s snack and beverage retail industry. The market size of snack and beverage retail
market by GMV increased by 8.3% from RMB3,316.2 billion in 2022 to RMB3,591.2 billion
in 2023. Especially, the market size of lower-tier market increased by 9.2% from RMB2,014.2
billion in 2022 to RMB2,198.9 billion in 2023. Riding on the industry growth, Super Ming
Group strategically expanded and intensified its store network in targeted regions, including
Guangdong Province, Jiangxi Province and Northern China. This expansion enabled it to tap
into these newly developed markets, thereby driving further revenue growth. Moreover, this
strategic growth not only bolstered its market presence but also enhanced its brand recognition,
contributing to its continued sales network growth.
The following table sets forth Super Ming Group’s revenue breakdown by nature in
amounts and as percentages of Super Ming Group’s total revenue for the periods indicated:
Y ear ended December 31,
Eleven months ended
November 30,
2022 2023
Amount % Amount %
(RMB in thousands, except for percentage)
Sale of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118852,340 99.7 6,716,295 99.4
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,476 0.3 37,364 0.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118854,816 100.0 6,753,659 100.0
Note:
(1) Revenue from others mainly consists of revenue from the franchise fees and services that Super Ming
Group provided to its franchisees.
Cost of Sales
In 2022 and the eleven months ended November 30, 2023, Super Ming Group’s cost of
sales amounted to RMB810.6 million and RMB6,372.2 million, respectively. Super Ming
Group’s cost of sales primarily consists of cost of sales of goods. The general increase in Super
Ming Group’s costs of sales in the eleven months ended November 30, 2023 compared to the
year of 2022 was mainly in line with its revenue growth.
FINANCIAL INFORMATION
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--- page 325 ---
Gross Profit and Gross Profit Margin
As a result of foregoing, Super Ming Group’s gross profit increased from RMB44.2
million in 2022 to RMB381.4 million in the eleven months ended November 30, 2023. Super
Ming Group’s gross profit margin remained relatively stable at 5.2% in 2022 and 5.6% in the
eleven months ended November 30, 2023.
Other Income and Gains, and Other Expenses
In 2022 and the eleven months ended November 30, 2023, Super Ming Group’s other
income and gains, and other expenses amounted to RMB0.3 million in 2022 and RMB0.2
million in the eleven months ended November 30, 2023, respectively. In 2022 and the eleven
months ended November 30, 2023, Super Ming Group’s other income and gains, and other
expenses mainly included (i) interest income, (ii) compensation received, (iii) foreign
exchange differences, net, (iv) government grants, (v) donations, and (vi) others.
Selling and Marketing Expenses
In 2022 and the eleven months ended November 30, 2023, Super Ming Group’s selling
and marketing expenses amounted to RMB21.7 million and RMB198.5 million, respectively.
Super Ming Group’s selling and marketing expenses represented expenses for selling and
marketing activities and labor costs incurred for selling and marketing purposes, and the
growth in the eleven months ended November 30, 2023 compared to the year of 2022 was
mainly due to its expanded business scale. In 2022 and the eleven months ended November 30,
2023, Super Ming Group’s selling and marketing expenses accounted for 2.5% and 2.9% of its
revenue in the same respective periods, respectively.
Administrative Expenses
Super Ming Group’s administrative expenses amounted to RMB20.2 million and
RMB74.8 million in 2022 and the eleven months ended November 30, 2023, respectively.
Super Ming Group’s administrative expenses mainly consisted of labor costs. As Super Ming
Group scaled up its operations, which brings economies of scale, its administrative expenses
as a percentage of its total revenue decreased from 2.4% in 2022 to 1.1% in the eleven months
ended November 30, 2023.
Finance Costs
Super Ming Group’s finance costs amounted to RMB0.2 million and RMB1.6 million in
2022 and the eleven months ended November 30, 2023, respectively. Super Ming Group’s
finance costs mainly included interest on lease liabilities, and the increase in the eleven months
ended November 30, 2023 compared to the year of 2022 was mainly due to an increase in
property leasing activities to support its business growth.
FINANCIAL INFORMATION
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Income Tax Expense
Super Ming Group’s income tax expense amounted to RMB5.3 million and RMB41.5
million in 2022 and the eleven months ended November 30, 2023, respectively. Super Ming
Group is subject to income tax on an entity basis on profits arising in China.
Under the Law of the PRC on Enterprise Income Tax (“ EIT Law ”) and Implementation
Regulation of the EIT Law, the EIT rate of Super Ming Group’s PRC subsidiaries is 25%, while
certain of Super Ming Group PRC subsidiaries are qualified as small and micro enterprises and
were entitled to a preferential EIT rate of 2.5% for the taxable income below RMB1 million
and a preferential EIT rate of 5% for the taxable income between RMB1 million and RMB3
million for the year ended December 31, 2022, while entitled to a preferential EIT rate of 5%
for the taxable income below RMB3 million for the eleven months ended November 30, 2023.
See Note 9 of the Accountants’ Report of Super Ming Group in Appendix IA to this prospectus.
Discussion of Key Items of Consolidated Statements of Financial Position of Super Ming
Group
The following table sets forth selected information from Super Ming Group’s summary
consolidated statements of financial position as of the dates indicated, which has been
extracted from its consolidated financial statements included in Appendix IA to this prospectus.
As of
December 31,
As of
November 30,
2022 2023
(RMB in thousands)
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118259,221 912,763
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,220 122,695
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118295,441 1,035,458
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118294,298 812,849
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,100 67,599
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118316,398 880,448
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,957) 155,010
FINANCIAL INFORMATION
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Non-Current Assets and Liabilities
The following table sets forth Super Ming Group’s non-current assets and liabilities as of
the dates indicated:
As of
December 31,
As of
November 30,
2022 2023
(RMB in thousands)
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,579 15,106
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,106 58,102
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118218 5,322
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,304 37,938
Prepayments, other receivables and other assets /H1118/H1118 3,013 6,227
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,220 122,695
Non-current liabilities
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,938 19,157
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118303 644
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,859 47,798
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,100 67,599
Right-of-Use Assets
Super Ming Group’s right-of-use assets mainly consisted of leases of warehouses and
office premises. Super Ming Group’s right-of-use assets increased by 175.4% from RMB21.1
million as of December 31, 2022 to RMB58.1 million as of November 30, 2023, mainly due
to the increased warehouse and office leases as a result of its business growth.
FINANCIAL INFORMATION
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--- page 328 ---
Net Current Assets
The following table sets forth Super Ming Group’s current assets and liabilities as of the
dates indicated:
As of
December 31,
As of
November 30,
2022 2023
(RMB in thousands)
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118183,452 311,661
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,132 42,153
Prepayments, other receivables and other assets /H1118/H1118 48,639 314,843
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,998 244,106
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118259,221 912,763
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,800 270,445
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,724 216,715
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,421 241,875
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,088 38,598
Tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,265 45,216
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118294,298 812,849
Net current (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(35,077) 99,914
Super Ming Group recorded net current assets of RMB99.9 million as of November 30,
2023, compared to net current liabilities of RMB35.1 million as of December 31, 2022, mainly
due to (i) an increase of prepayments, other receivables and other assets of RMB266.2 million,
(ii) an increase of cash and cash equivalents of RMB221.1 million, and (iii) an increase of
inventories of RMB128.2 million, partially offset by (i) an increase of contract liabilities of
RMB144.0 million, (ii) an increase of other payables and accruals of RMB171.5 million, and
(iii) an increase of trade payables of RMB141.6 million.
Inventories
Super Ming Group’s inventories consisted of finished goods, goods shipped in transit and
other inventories. Super Ming Group’s inventories increased by 69.9% from RMB183.5 million
as of December 31, 2022 to RMB311.7 million as of November 30, 2023, mainly due to the
increase in finished goods so as to meet the growing demand from an expanded store network.
FINANCIAL INFORMATION
– 318 –


--- page 329 ---
Trade Receivables
Super Ming Group’s trade receivables referred to outstanding amounts due from its
franchisees for the franchisees’ purchase and Super Ming Group’s delivery of goods Super
Ming Group sold in the ordinary course of business, less impairment. Super Ming Group’s
trade receivables increased by 929.3% from RMB4.1 million as of December 31, 2022, to
RMB42.2 million as of November 30, 2023, which was mainly due to its sales growth.
Prepayments, other receivables and other assets
Super Ming Group’s prepayments, other receivables and other assets mainly consisted of
(i) prepayments to its suppliers for product procurement, (ii) deposits and other receivables
incurred in its operations, (iii) recoverable V A T, (iv) other current assets, (v) impairment
allowance, and (vi) other non-current assets.
Super Ming Group’s prepayments, other receivables and other assets increased from
RMB48.6 million as of December 31, 2022 to RMB314.8 million as of November 30, 2023,
mainly due to business expansion.
Trade Payables
Super Ming Group’s trade payables mainly consisted of amounts due for purchase of
goods and third-party logistics. Super Ming Group’s trade payables increased by 109.9% from
RMB128.8 million as of December 31, 2022 to RMB270.4 million as of November 30, 2023,
which was mainly due to Super Ming Group’s increase in procurement of goods to meet the
growing demand from an expanded store network.
Liquidity and Capital Resources
In 2022 and the eleven months ended November 30, 2023, Super Ming Group had funded
its cash requirements mainly from cash generated from its business operations. As of December
31, 2022 and November 30, 2023, Super Ming Group’s cash and cash equivalents were
RMB23.0 million and RMB244.1 million, respectively.
FINANCIAL INFORMATION
– 319 –


--- page 330 ---
Consolidated Statements of Cash Flow of Super Ming Group
The following table sets forth a summary of Super Ming Group’s cash flows for the
periods indicated:
Y ear ended
December 31,
Eleven
months ended
November 30,
2022 2023
(RMB in thousands)
Net cash flows from operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,740 155,526
Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,992) (14,622)
Net cash flows (used in)/from financing activities /H1118/H1118 (3,016) 80,204
Net increase in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H111822,732 221,108
Cash and cash equivalents at beginning of
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118266 22,998
Cash and cash equivalents at end of year/period 22,998 244,106
Net Cash Flows from Operating Activities
In the eleven months ended November 30, 2023, Super Ming Group had net cash flows
from operating activities of RMB155.5 million, which represents Super Ming Group’s profit
before tax of RMB106.7 million, as adjusted by, among others, (i) non-cash and non-operating
items, mainly comprising depreciation of right-of-use assets of RMB22.4 million and
share-based payment expense of RMB7.2 million; and (ii) movements in working capital,
mainly comprising increase in prepayments, other receivables and other assets of RMB269.4
million and increase in inventories of RMB128.2 million, partially offset by increase in
contract liabilities of RMB178.9 million, and increase in other payables and accruals of
RMB169.1 million.
In 2022, Super Ming Group had net cash flows from operating activities of RMB32.7
million, which represents Super Ming Group’s profit before tax of RMB2.4 million, as adjusted
by, among others, (i) non-cash and non-operating items, mainly comprising depreciation of
right-of-use assets of RMB1.8 million; and (ii) movements in working capital, mainly
comprising increase in inventories of RMB182.4 million and increase in prepayments, other
receivables and other assets of RMB45.8 million, partially offset by an increase in trade
payables of RMB127.1 million and increase in contract liabilities of RMB80.2 million.
FINANCIAL INFORMATION
– 320 –


--- page 331 ---
Net Cash Flows Used in Investing Activities
In the eleven months ended November 30, 2023, Super Ming Group’s net cash flows used
in investing activities was RMB14.6 million, which was mainly attributable to (i) purchase of
items of property, plant and equipment of RMB9.4 million; and (ii) purchase of other intangible
assets of RMB7.3 million, partially offset by proceeds from disposal of other intangible assets
of RMB1.5 million.
In 2022, Super Ming Group’s net cash flows used in investing activities were RMB7.0
million, which was mainly attributable to (i) purchase of items of property, plant and
equipment of RMB6.8 million; and (ii) purchase of other intangible assets of RMB0.2 million.
Net Cash Flows (Used in)/from Financing Activities
In the eleven months ended November 30, 2023, Super Ming Group’s net cash flows from
financing activities were RMB80.2 million, mainly attributable to capital injection of
RMB153.7 million, mainly offset by dividends paid of RMB50.0 million.
In 2022, Super Ming Group’s net cash flows used in financing activities were RMB3.0
million, mainly attributable to principal portion of lease payments of RMB2.9 million.
FINANCIAL INFORMATION
– 321 –


--- page 332 ---
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 the Cornerstone Investors have agreed to,
subject to certain conditions, subscribe, or cause their designated entities to subscribe, at the
Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of
100 H Shares) that may be purchased for an aggregate amount of approximately US$195.0
million (or approximately HK$1,519.9 million, calculated based on an exchange rate of
US$1.00 to HK$7.7943) (assuming an Offer Price of HK$233.10 per H Share (being the
mid-point of the 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$236.60 per Offer 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 for by the Cornerstone Investors would be 6,423,600. The table below reflects the
shareholding percentage immediately after the completion of the Global Offering.
Assuming the Offer Size Adjustment Option is
not exercised
Assuming the Offer Size Adjustment Option is
exercised in full
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
exercised in full
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
exercised in full
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
45.55% 3.00 % 39.61% 2.97% 41.41% 2.98% 36.01% 2.95%
Based on the Offer Price of HK$233.10 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 for by the Cornerstone Investors would be 6,519,800. The table below reflects the
shareholding percentage immediately after the completion of the Global Offering.
Assuming the Offer Size Adjustment Option is
not exercised
Assuming the Offer Size Adjustment Option is
exercised in full
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
exercised in full
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
exercised in full
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
46.24% 3.05% 40.21% 3.02% 42.03% 3.03% 36.55% 2.99%
CORNERSTONE INVESTORS
– 322 –


--- page 333 ---
Based on the Offer Price of HK$229.6 per Offer 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 for by the Cornerstone Investors would be 6,619,300. The table below reflects the
shareholding percentage immediately after the completion of the Global Offering.
Assuming the Offer Size Adjustment Option is
not exercised
Assuming the Offer Size Adjustment Option is
exercised in full
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
exercised in full
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
exercised in full
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
Approximate
%o ft h e
Offer Shares
Approximate
%o ft h e
total issued
share capital
46.94% 3.09% 40.82% 3.06% 42.67% 3.07% 37.11% 3.04%
We believe that the Cornerstone Placing demonstrates our Cornerstone Investors’
confidence in our Company and its business prospect, and that leveraging on the Cornerstone
Investors’ investment or industry experience, the Cornerstone Placing will help to raise the
profile of our Company. Our Company became acquainted with each of the Cornerstone
Investors in its ordinary course of operation through the Group’s business network or through
introduction by the Overall Coordinators.
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. 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 for New Listing Applicants.
CORNERSTONE INVESTORS
– 323 –


--- page 334 ---
To the best knowledge of the Overall Coordinators and based on the indicative interest of
investment of the Cornerstone Investors and/or their close associates as of the date of this
prospectus, certain Cornerstone Investors and/or their close associates may participant in the
International Offering as placees and subscribe for further Offer Shares in the Global Offering.
The Company will seek the Stock Exchange’s consent and/or waiver to allow the Cornerstone
Investors and/or their close associates to participate in the International Offering as placees
pursuant to Chapter 4.15 of the Guide for New Listing Applicants. Whether such Cornerstone
Investors and/or their associates will place orders in the International Offering and the
allocation to such investors as placees in the International Offering are uncertain and will be
subject to the final investment decisions of such investors and the terms and conditions of the
Global Offering.
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
Controlling 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
financed by our Company or any of our Directors, chief executive of our Company, our
Controlling 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. To the best knowledge of our Company,
each of the Cornerstone Investors and their respective beneficial owners is an Independent
Third Party.
To the best knowledge of our Company and as confirmed by each of the Cornerstone
Investors, each of the Cornerstone Investors is independent from each other and make
independent investment decisions, and their subscription under the Cornerstone Placing would
be financed by its own internal financial resources or the assets managed for its investors (in
the case of Cornerstone Investors which are funds or investment managers) and it 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 and that no specific approval from any stock exchange (if
relevant) is required for the relevant Cornerstone Placing.
The Cornerstone Investors have agreed to fully pay for the relevant Offer Shares that they
have subscribed before dealings in the Company’s H Shares commence on the Stock Exchange.
Some of the Cornerstone Investors have agreed that our Company and Overall Coordinators in
their sole discretion may defer the delivery of all or part of the Offer Shares such Cornerstone
Investors will subscribe to on a date later than the Listing Date. Where delayed delivery takes
place, each of such Cornerstone Investors that may be affected by such delayed delivery has
agreed that it shall nevertheless fully pay for the relevant Offer Shares before the Listing.
CORNERSTONE INVESTORS
– 324 –


--- page 335 ---
The total number of Offer Shares to be subscribed by the Cornerstone Investors may be
affected by reallocation of the Offer Shares between the International Offering and the Hong
Kong Public Offering as described in the paragraph 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 Agreement to satisfy the short fall,
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. Details of the actual number of Offer
Shares to be allocated to the Cornerstone Investors will be disclosed in the allotment results
announcement of our Company to be published on or around Tuesday, January 27, 2026.
CORNERSTONE INVESTORS
– 325 –


--- page 336 ---
THE CORNERSTONE INVESTORS
The table below sets forth details of the Cornerstone Placing:
Based on the Offer Price of HK$229.60 (the low-end of the indicative Offer Price range)
Assuming the Offer Size Adjustment Option is
not exercised
Assuming the Offer Size Adjustment Option is
exercised in full
Cornerstone Investor
Subscription
amount (1)
Number of
Offer
Shares (2)
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
exercised in full
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
exercised in full
(USD in
millions)
Approximate
%o ft h e
Offer
Shares
Approximate
%o ft h e
issued
share
capital
Approximate
%o ft h e
Offer
Shares
Approximate
%o ft h e
issued
share
capital
Approximate
%o ft h e
Offer
Shares
Approximate
%o ft h e
issued
share
capital
Approximate
%o ft h e
Offer
Shares
Approximate
%o ft h e
issued
share
capital
Tencent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845.0 1,527,600 10.83 % 0.71 % 9.42 % 0.71 % 9.85 % 0.71 % 8.56 % 0.70 %
Temasek /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845.0 1,527,600 10.83 % 0.71 % 9.42 % 0.71 % 9.85 % 0.71 % 8.56 % 0.70 %
BlackRock /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835.0 1,188,100 8.43 % 0.55 % 7.33 % 0.55 % 7.66 % 0.55 % 6.66 % 0.55 %
FIL Investment /H1118/H1118/H1118/H1118/H1118/H111830.0 1,018,400 7.22 % 0.48 % 6.28 % 0.47 % 6.57 % 0.47 % 5.71 % 0.47 %
Bosera International /H1118/H1118/H1118 10.0 339,400 2.41 % 0.16 % 2.09 % 0.16 % 2.19 % 0.16 % 1.90 % 0.16 %
E Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.0 339,400 2.41 % 0.16 % 2.09 % 0.16 % 2.19 % 0.16 % 1.90 % 0.16 %
Springs Capital (Hong
Kong) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.0 339,400 2.41 % 0.16 % 2.09 % 0.16 % 2.19 % 0.16 % 1.90 % 0.16 %
Taikang Life /H1118/H1118/H1118/H1118/H1118/H1118/H111810.0 339,400 2.41 % 0.16 % 2.09 % 0.16 % 2.19 % 0.16 % 1.90 % 0.16 %
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118195.0 6,619,300 46.94 % 3.09 % 40.82 % 3.06 % 42.67 % 3.07 % 37.11 % 3.04 %
CORNERSTONE INVESTORS
– 326 –


--- page 337 ---
Based on the Offer Price of HK$233.10 (the mid-end of the indicative Offer Price range)
Assuming the Offer Size Adjustment Option is
not exercised
Assuming the Offer Size Adjustment Option is
exercised in full
Cornerstone Investor
Subscription
amount (1)
Number of
Offer
Shares (2)
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
exercised in full
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
exercised in full
(USD in
millions)
Approximate
%o ft h e
Offer
Shares
Approximate
%o ft h e
issued
share
capital
Approximate
%o ft h e
Offer
Shares
Approximate
%o ft h e
issued
share
capital
Approximate
%o ft h e
Offer
Shares
Approximate
%o ft h e
issued
share
capital
Approximate
%o ft h e
Offer
Shares
Approximate
%o ft h e
issued
share
capital
Tencent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845.0 1,504,600 10.67 % 0.70 % 9.28 % 0.70 % 9.70 % 0.70 % 8.43 % 0.69 %
Temasek /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845.0 1,504,600 10.67 % 0.70 % 9.28 % 0.70 % 9.70 % 0.70 % 8.43 % 0.69 %
BlackRock /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835.0 1,170,300 8.30 % 0.55 % 7.22 % 0.54 % 7.54 % 0.54 % 6.56 % 0.54 %
FIL Investment /H1118/H1118/H1118/H1118/H1118/H111830.0 1,003,100 7.11 % 0.47 % 6.19 % 0.46 % 6.47 % 0.47 % 5.62 % 0.46 %
Bosera International /H1118/H1118/H1118 10.0 334,300 2.37 % 0.16 % 2.06 % 0.15 % 2.16 % 0.16 % 1.87 % 0.15 %
E Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.0 334,300 2.37 % 0.16 % 2.06 % 0.15 % 2.16 % 0.16 % 1.87 % 0.15 %
Springs Capital (Hong
Kong) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.0 334,300 2.37 % 0.16 % 2.06 % 0.15 % 2.16 % 0.16 % 1.87 % 0.15 %
Taikang Life /H1118/H1118/H1118/H1118/H1118/H1118/H111810.0 334,300 2.37 % 0.16 % 2.06 % 0.15 % 2.16 % 0.16 % 1.87 % 0.15 %
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118195.0 6,519,800 46.24 % 3.05 % 40.21 % 3.02 % 42.03 % 3.03 % 36.55 % 2.99 %
CORNERSTONE INVESTORS
– 327 –


--- page 338 ---
Based on the Offer Price of HK$236.60 (the high-end of the indicative Offer Price range)
Assuming the Offer Size Adjustment Option is
not exercised
Assuming the Offer Size Adjustment Option is
exercised in full
Cornerstone Investor
Subscription
amount (1)
Number of
Offer
Shares (2)
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
exercised in full
Assuming the
Over-allotment Option is
not exercised
Assuming the
Over-allotment Option is
exercised in full
(USD in
millions)
Approximate
%o ft h e
Offer
Shares
Approximate
%o ft h e
issued
share
capital
Approximate
%o ft h e
Offer
Shares
Approximate
%o ft h e
issued
share
capital
Approximate
%o ft h e
Offer
Shares
Approximate
%o ft h e
issued
share
capital
Approximate
%o ft h e
Offer
Shares
Approximate
%o ft h e
issued
share
capital
Tencent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845.0 1,484,400 10.51 % 0.69 % 9.14 % 0.69 % 9.56 % 0.69 % 8.31 % 0.68 %
Temasek /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845.0 1,482,400 10.51 % 0.69 % 9.14 % 0.69 % 9.56 % 0.69 % 8.31 % 0.68 %
BlackRock /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835.0 1,153,000 8.18 % 0.54 % 7.11 % 0.53 % 7.43 % 0.54 % 6.46 % 0.53 %
FIL Investment /H1118/H1118/H1118/H1118/H1118/H111830.0 988,200 7.01 % 0.46 % 6.09 % 0.46 % 6.37 % 0.46 % 5.54 % 0.45 %
Bosera International /H1118/H1118/H1118 10.0 329,400 2.34 % 0.15 % 2.03 % 0.15 % 2.12 % 0.15 % 1.85 % 0.15 %
E Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.0 329,400 2.34 % 0.15 % 2.03 % 0.15 % 2.12 % 0.15 % 1.85 % 0.15 %
Springs Capital (Hong
Kong) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810.0 329,400 2.34 % 0.15 % 2.03 % 0.15 % 2.12 % 0.15 % 1.85 % 0.15 %
Taikang Life /H1118/H1118/H1118/H1118/H1118/H1118/H111810.0 329,400 2.34 % 0.15 % 2.03 % 0.15 % 2.12 % 0.15 % 1.85 % 0.15 %
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118195.0 6,423,600 45.55 % 3.00 % 39.61 % 2.97 % 41.41 % 2.98 % 36.01 % 2.95 %
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 “Informati on about this Prospectus
and the Global Offering — Currency Translation”.
CORNERSTONE INVESTORS
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The information about our Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Placing.
Tencent
Huang River Investment Limited is wholly owned by Tencent Holdings Limited
(“Tencent ”), a company listed on the Stock Exchange (stock code: 00700). Tencent is
principally engaged in the provision of communication, social, digital content, games,
marketing services, fintech and business services in the PRC.
Temasek
Taibai Investments Pte. Ltd.is an indirect wholly owned subsidiary of Temasek Holdings
(Private) Limited (“ Temasek ”). Temasek is a global investment company headquartered in
Singapore, with a net portfolio value of S$434 billion as at March 31, 2025. Temasek’s purpose
“So Every Generation Prospers” guides it to make a difference for today’s and future
generations. Temasek seeks to build a resilient and forward-looking portfolio that will deliver
sustainable returns over the long term. It has 13 offices in 9 countries around the world:
Beijing, Hanoi, Mumbai, Shanghai, Shenzhen, and Singapore in Asia; and Brussels, London,
Mexico City, New Y ork, Paris, San Francisco, and Washington, DC outside Asia.
BlackRock
Investment management subsidiaries of BlackRock, Inc. (“ BlackRock ”) have
discretionary investment management power over The 32 Capital Master Fund SPC Ltd.,
Global Alpha Opportunities Master Fund Ltd., BlackRock Systematic Total Alpha Master Fund
Ltd., BlackRock Global Equity Market Neutral Fund of BlackRock Funds, Emerging Markets
Alpha Master Fund Ltd., SAE Liquidity Fund LP , BlackRock Global Funds — China Fund,
BLACKROCK STRA TEGIC FUNDS — BlackRock Systematic Asia Pacific Equity Absolute
Return Fund, Pan Asia Opportunities Master Fund Ltd. and certain 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 Y ork Stock
Exchange (stock code: BLK). As of September 30, 2025, the firm managed approximately
US$13.5 trillion in assets on behalf of investors worldwide. BlackRock’s shareholders’ and
New Y ork 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 or 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.
CORNERSTONE INVESTORS
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FIL Investment
FIL Investment Management (Hong Kong) Limited (“ FIL Investment ”) has entered into
a Cornerstone Investment Agreement with the Company and the Joint Sponsors in the capacity
as fiduciary and agent for the following entities: a sub-fund of Fidelity Funds – Emerging Asia,
a sub-fund of Fidelity Funds – China Consumer, a sub-fund of Fidelity Funds – China
Innovation, Fidelity China Special Situations PLC, and a certain other third party fund, all of
which are advised or sub-advised by FIL Investment Management (Hong Kong) Limited and
its related group of companies collectively known as Fidelity International.
Bosera International
Bosera Asset Management (International) Co., Limited (“ Bosera International ”) was
incorporated in Hong Kong in 2010 and holds Type 1 (dealing in securities), Type 4 (advising
on securities) and Type 9 (asset management) licenses issued by the SFC. Bosera International
is held as to 55% and 45% by Bosera Asset Management Co., Ltd. and China Merchants Fund
Management Co., Limited, respectively. Bosera Asset Management Co., Ltd. is held as to 49%
by China Merchants Securities Co., Ltd., a company listed on the Stock Exchange (stock code:
6099) and the Shanghai Stock Exchange (stock code: 600999) (“ China Merchants
Securities ”) and no other single beneficial owner holds 30% or more interests therein. China
Merchants Fund Management Co., Limited is held as to 55% by China Merchants Bank Co.,
Ltd., a company listed on the Stock Exchange (stock code: 3968) and the Shanghai Stock
Exchange (stock code: 600036) and as to 45% by China Merchants Securities.
E Fund
E Fund Management and E Fund HK
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. The
shareholders of E Fund Management include (1) Guangdong Finance Trust Co., Ltd. (ຽ
ʮ̡), which is ultimately owned by The People’s Government of Guangzhou
Municipality (ִ݁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 approximately 22.65% in E Fund
Management and an Independent Third Party. None of the remaining shareholders of E Fund
Management owns 30% or more equity interest therein. The approval of the shareholders of GF
Securities, the Stock Exchange or the Shenzhen Stock Exchange is not required for the
subscription of the Offer Shares pursuant to the Cornerstone Investment Agreement.
CORNERSTONE INVESTORS
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E Fund Management (Hong Kong) Co., Ltd. (˙༺༟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.
Springs Capital (Hong Kong)
Springs Capital (Hong Kong) Limited (“ Springs Capital (Hong Kong) ”) is a limited
liability company incorporated in Hong Kong, and is primarily engaged in asset management.
It is licensed to carry out Type 1 (Dealing in securities), Type 4 (Advising on securities) and
Type 9 (Asset management) regulated activities under the Securities and Futures Ordinance.
Mr. Zhao Jun is the founder and the ultimate beneficial owner of Springs Capital (Hong Kong),
and Springs Capital (Hong Kong) acts as the investment manager with discretionary investment
power for two funds (collectively the “ Springs Funds ”) which are managed by Springs Capital
(Hong Kong). Other than Springs Capital (Hong Kong), no single beneficial owner holds 30%
or more interests in each of the Springs Funds. Springs Capital (Hong Kong) is entering the
Cornerstone Investment Agreement with the Company in its capacity as an investment manager
or investment advisor on behalf of the Springs Funds.
Taikang Life
Taikang Life Insurance Co., Ltd (“ Taikang Life ”), a company incorporated in PRC, 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 and services for individuals and families. The
products on offer correspond to the different requirements of customers in terms of market
segments such as children and teenagers, females and high-income population groups. They
also meet multidimensional demands regarding health care and accident cover, pensions and
wealth management, among others. Taikang Insurance Group Inc. is an insurance and financial
service 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 management, health and elderly care, health management and
commercial real estate, among others.
CORNERSTONE INVESTORS
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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:
(a) the Underwriting Agreements for the Hong Kong Public Offering and the
International Offering being entered into and having become effective and
unconditional (in accordance with their respective original terms or as subsequently
waived or varied by agreement of the parties thereto) by no later than the time and
date as specified in the Underwriting Agreements, and neither of the aforesaid
Underwriting Agreements having been terminated;
(b) the Offer Price having been agreed upon between our Company and Overall
Coordinators (for themselves and on behalf of the underwriters of the Global
Offering);
(c) the Stock Exchange having 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 agreements, representations, warranties, undertakings, confirmations
and acknowledgement of relevant Cornerstone Investor or our Company (as the case
may be) 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
or our Company (as the case may be).
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each Cornerstone Investor has agreed that it will not, whether directly or indirectly, at any
time during the period of 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 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 INVESTORS
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--- page 343 ---
FUTURE PLANS
For a detailed description of our future plans, see “Business — Our Strategies.”
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$3,124 million based on an Offer Price of HK$233.10 per Offer Share (being the mid-point
of the stated range of the Offer Price between HK$229.60 and HK$236.60 per Offer Share) and
assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised, or HK$3,960 million if both the Offer Size Adjustment Option and the Over-
allotment Option are exercised in full, after deducting the underwriting commissions, fees and
other estimated expenses in connection with the Global Offering. In line with our strategies,
we intend to use the net proceeds from the Global Offering for the purposes and in the amounts
set forth below:
 Approximately 25.0% of the net proceeds, or approximately HK$781 million,
will be used for enhancing our supply chain capabilities and improving our
product development capabilities. In particular:
(i) Approximately 20.0% of the net proceeds, or approximately HK$625 million,
will be used for the construction of our own smart logistics park, the
construction or leasing of new warehouses and upgrading our automated
warehousing and logistics systems, as well as hiring the competent personnel
to support our warehousing and logistics layout. For the expansion of our store
network and the continuous variety of products, we are building the smart
logistics park in Changsha City, which is designed as a comprehensive facility
to increase our overall logistics capacity in line with business growth. The
smart logistics park is expected to be completed and put into operation in 2026.
It will integrate modern IoT and supply chain management technologies,
employing high-density automated storage and retrieval systems, mobile
robots designed to transport materials and goods, and other logistics
equipment. Apart from the smart warehouses located in the smart logistics park
in Changsha, we also plan to establish an additional of five to ten smart
warehouses, including cold storage facilities, as needed, in provinces with a
high density of stores, including Guangdong Province, Hunan Province, Hubei
Province and Jiangxi Province, among others, in the next three to five years.
We plan to recruit over 500 new competent personnel by 2029 to spearhead
these initiatives. In addition, we will purchase advanced warehousing
machines and equipment, and collaborate with research institutes to leverage
their expertise and drive innovation in these areas, subject to actual demand
and market conditions. We also plan to enhance the efficiency of our
warehousing and logistics by deploying more smart warehousing machines and
equipment in our warehouses across the nation to realize the automation of
in-warehouse storage access and transportation, inventory management and
information recording, among others.
FUTURE PLANS AND USE OF PROCEEDS
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--- page 344 ---
The following table sets forth a breakdown of proceeds by nature of
expenditure in relation to the construction of our logistics-related properties:
Allocation of the estimated
use of proceeds
Logistics-related
properties
Usage and provision of
facilities
Approximately 5.0%
(approximately HK$156
million) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Smart logistics
park
High-density automated
storage and retrieval
systems, and mobile
robots designed to
transport materials and
goods
Approximately 5.0%
(approximately HK$156
million) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
New warehouses Cold storage facilities,
smart warehousing
machines and
equipment
Approximately 10.0%
(approximately HK$312
million) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
New warehouses Recruitment of new
personnel and
deployment of smart
warehousing machines
and equipment
See “Business — Our Strategies — To Continuously Optimize and Upgrade
Our Supply Chain System.”
(ii) Approximately 5.0% of the net proceeds, or approximately HK$156 million,
will be used for developing our product development capabilities. Our product
development plans are mainly focused on optimizing our product portfolio and
enriching the offerings under our private-label products, with the objective of
continually enhancing both the variety and sales of products available in our
franchised stores. Over the next three to five years, we plan to recruit
approximately 100 talent with expertise in food science and food and beverage
selection, who will work closely with our suppliers to refine and improve our
product offerings, thereby establishing a strong talent base for ongoing product
iterations and new product development. For example, we plan to recruit
professionals from leading food retail and online retail platforms in China with
strong experience in product selection and product portfolio management.
Furthermore, we intend to hire talent with the skills and expertise to create,
improve and innovate food and beverage, supporting the expansion of the
range of products under our private label. We will also expand our quality
testing laboratory and deploy more professional quality control personnel to
strictly control food safety and product quality. The specific product categories
to be developed will be determined based on a comprehensive consideration of
consumer preferences, demand, and our own resources. We expect that our
enhanced product development capabilities will enable us to introduce further
innovative offerings that align with prevailing market trends and evolving
consumer demand.
FUTURE PLANS AND USE OF PROCEEDS
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 Approximately 20.0% of the net proceeds, or approximately HK$625 million,
will be used for upgrading our store network, as well as the continuous
empowerment of our franchisees. In particular:
(i) Approximately 10.0% of the net proceeds, or approximately HK$312 million,
will be used to optimize our store displays to improve our brand influence
across the nation. We plan to provide support to store renovations, store image
upgrading, equipment updates and store displays to ensure that stores within
our store network keep up with the latest designs and decorations, bringing a
joyful and comfortable shopping experience to customers. While we do not
directly bear the costs of store renovations, we will, depending on the
circumstances and actual needs, provide financial support to franchisees to
encourage the upgrading of their store operating environments, with the
overarching objective of boosting product sales, improving store
competitiveness, and supporting the sustainable development of the franchise
network. Specifically, we intend to allocate a certain amount of the net
proceeds each year to support stores based on a range of criteria, including the
strategic priorities in our store expansion and development plans, the estimated
total investment required for the proposed upgrades, and the willingness and
commitment of franchisees. Such financial support is limited to facilitating
store upgrades and is not intended as a general financial incentive. For
example, we may share a portion of eligible costs on store upgrades with
certain franchisees.
(ii) Approximately 5.0% of the net proceeds, or approximately HK$156 million,
will be allocated to support and empower our store network. The stable
operation of stores within our store network is inseparable from the services of
the operation support team, and we plan to recruit more regional store
operation advisers and store supervisors, and provide them with training and
technical resources to meet the demands of our continuously expanding store
network.
(iii) Approximately 5.0% of the net proceeds, or approximately HK$156 million,
will be invested in upgrading the training system of our franchisees and
franchised stores. We intend to recruit or engage training personnel to update
our training materials and support the operation of our Busy Ming Academy.
In addition, we will continue to enhance both the hardware and software of the
Academy. Such efforts aim to provide ongoing, high-quality training for our
franchisees and store managers, thereby improving their management and
service capabilities. In addition, we also plan to organize activities for our
franchisees to enhance their loyalty and attract new franchisees.
FUTURE PLANS AND USE OF PROCEEDS
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--- page 346 ---
 Approximately 20.0% of the net proceeds, or approximately HK$625 million,
will be used for our brand building and promotional activities. We plan to
strengthen our brand marketing efforts and enhance consumers’ awareness of our
brands and products through diversified branding and promotional activities. In
particular:
(i) Approximately 15.0% of the net proceeds, or approximately HK$469 million,
will be used for promoting the brand image and consumer awareness of “Busy
for Y ou” and “Super Ming.” We intend to continue to promote the brand
through diverse marketing activities such as placing brand promotion
advertisements, cooperating with KOLs and brand ambassadors, and
interactions on social media. In addition, we plan to continue to open
innovative concept stores and self-operated stores in core locations of selected
cities so as to further communicate the value of our brand to consumers and
enhance brand exposure and awareness.
(ii) Approximately 5.0% of the net proceeds, or approximately HK$156 million,
will be used for expanding our membership base and enhancing member
activity. We plan to recruit approximately 100 marketing personnel by 2029,
subject to actual demand and market conditions, to help expand and manage
our membership community, thereby further expanding our membership base
and promoting membership acquisition and retention. We plan to implement
more refined management of stores’ exclusive customer communities through
initiatives such as further developing our membership program, engaging in
membership community operations and conducting varieties of digital
marketing. In addition, we will further upgrade our “Everybody’s Picks”
WeChat mini program as well as other consumer access channels to gain timely
insights into consumer demands, which will allow us to implement precise
marketing strategies, thereby increasing consumer satisfaction and repurchase
rates. See “Business — Our Strategies.”
 Approximately 20.0% of the net proceeds, or approximately HK$625 million,
will be used for upgrading our technology capabilities and digitalization. In
particular:
(i) Approximately 15.0% of the net proceeds, or approximately HK$469 million,
will be used for the infrastructure development for our digital system in the
next three to five years. This initiative includes (i) enhancing the digitalization
of product selection and procurement, warehousing and logistics, as well as
store management, through employing third-party software and internal R&D
in the next three to five years; (ii) unifying user interfaces for suppliers and our
Group to ensure consistent information across our systems, facilitating
smoother communication and enhancing R&D efficiency and supply stability.
In terms of product selection and procurement, we plan to focus on promoting
the standardization of consumer interfaces and standardization of product
FUTURE PLANS AND USE OF PROCEEDS
– 336 –


--- page 347 ---
specifications; (iii) establishing a comprehensive product lifecycle
management system to manage products from selection and procurement to
sales, and further improve the efficiency of our operations. We will also
continue to enhance the digitalization of the management systems of our
headquarters departments to further leverage the synergies between financial
management and business operations; and (iv) implementing a standardized
system for product categories, SKUs, and specifications across our Group,
suppliers, and franchisees, creating a master data warehouse and generating
data dashboards. Given the substantial data accumulation and analysis needs,
we will invest in cloud services instead of traditional hardware, thereby
expanding resources and integrating more functionalities to accommodate the
growing demand for our digital management capabilities as our business
continues to expand.
(ii) Approximately 5.0% of the net proceeds, or approximately HK$156 million,
will be used for recruiting approximately 400 IT professionals by 2029,
including algorithm engineers, software engineers, data engineers and IT
product managers, etc., subject to actual demand and market conditions. These
professionals will be responsible for designing business and process structures,
developing and testing systems, managing IT operations and maintenance and
overseeing network security. Additionally, we plan to purchase external
information system consulting services to support the continuous enhancement
of our digital capabilities. See “Business — Our Strategies.”
 Approximately 5.0% of the net proceeds, or approximately HK$156 million,
will be used for selectively pursuing strategic investment and acquisition
opportunities that are complementary to our business. We plan to selectively
seek strategic investments and acquisition opportunities that create synergies with
our business, so as to expand our presence along the upstream and downstream
segments of the snack and beverage retail industry, and expand our capabilities in
the retailing industry. For example, we will consider partnership with upstream food
and beverage manufacturers, which can enable us to secure access to high-quality
and innovative products, optimize procurement and supply chain efficiency. Key
criteria in selecting upstream and downstream industry partners include strategic
alignment with our business objectives, proven product quality and innovation,
robust operational capabilities, and strong market reach and reputation. Financial
stability and compliance with regulatory and sustainability standards are also
essential in ensuring long-term viability. As of the Latest Practicable Date, we had
no specific investment or acquisition targets.
FUTURE PLANS AND USE OF PROCEEDS
– 337 –


--- page 348 ---
 Approximately 10.0% of the net proceeds, or approximately HK$312 million,
will be used for working capital and other general corporate purposes.
In the event that the Offer Price is set at the high-end of the Offer Price range or the
low-end of the Offer Price range and assuming that the Offer Size Adjustment Option and the
Over-allotment Option are not exercised, the net proceeds of the Global Offering will increase
or decrease by approximately HK$47 million, respectively. To the extent that the net proceeds
from the Global Offering (including the net proceeds from the exercise of the Offer Size
Adjustment Option and the Over-allotment Option) are either more or less than expected, we
will increase or decrease the allocation of the net proceeds for the above purposes on a pro rata
basis.
The additional net proceeds that we would receive if both the Offer Size Adjustment
Option and the Over-allotment Option are exercised in full would be (i) HK$849 million
(assuming an Offer Price of HK$236.60 per Share, being the maximum Offer Price of the
indicative Offer Price range), (ii) HK$836 million (assuming an Offer Price of HK$233.10 per
Share, being the mid-point of the indicative Offer Price range), and (iii) HK$824 million
(assuming an Offer Price of HK$229.60 per Share, being the minimum Offer Price of the
indicative Offer Price range). The additional amount raised will be applied to the above areas
of use of proceeds on a pro rata basis.
If any part of our development plan does not proceed as planned for reasons such as
changes in government policies that would render the development of any of our projects not
viable, or the occurrence of force majeure events, we will carefully evaluate the situation and
may reallocate the net proceeds from the Global Offering.
To the extent that the net proceeds of the Global Offering are not immediately used for
the above purposes, we will only deposit those net proceeds into short-term interest-bearing
accounts at licensed commercial banks and/or other authorized financial institutions (as
defined under the SFO or applicable laws and regulations in other jurisdictions). In such event,
we will comply with the appropriate disclosure requirements under the Listing Rules.
FUTURE PLANS AND USE OF PROCEEDS
– 338 –


--- page 349 ---
HONG KONG UNDERWRITERS
Goldman Sachs (Asia) L.L.C.
Huatai Financial Holdings (Hong Kong) Limited
Deutsche Bank AG, Hong Kong Branch
Haitong International Securities Company Limited
SPDB International Capital Limited
Futu Securities International (Hong Kong) Limited
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public Offering.
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a
conditional basis. The International Offering is expected to be fully underwritten by the
International Underwriters. If, for any reason, the Offer Price is not agreed between the Overall
Coordinators (for themselves and on behalf of the Underwriters) and the Company, the Global
Offering will not proceed and will lapse.
The Global Offering comprises the Hong Kong Public Offering of initially 1,410,200
Hong Kong Offer Shares and the International Offering of initially 12,690,900 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 Offer Size
Adjustment Option and the Over-allotment Option (in the case of the International Offering).
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
The Hong Kong Underwriting Agreement was entered into on January 19, 2026. Pursuant
to the Hong Kong Underwriting Agreement, the Company is offering the Hong Kong Offer
Shares for subscription on the terms and conditions set out in this prospectus and the Hong
Kong Underwriting Agreement at the Offer Price.
Subject to (a) the Listing Committee granting approval for the listing of, and permission
to deal in, the H Shares in issue and to be issued pursuant to the Global Offering (including
any additional H Shares that may be issued pursuant to the exercise of the Offer Size
Adjustment Option and the Over-allotment Option) on the Main Board of the Stock Exchange
and such approval not having been withdrawn and (b) certain other conditions set out in the
Hong Kong Underwriting Agreement, the Hong Kong Underwriters have agreed severally but
not jointly to procure subscribers for, or themselves to subscribe for, their respective applicable
proportions of the Hong Kong Offer Shares being offered which are not taken up under the
Hong Kong Public Offering on the terms and conditions set out in this prospectus and the Hong
Kong Underwriting Agreement.
UNDERWRITING
– 339 –


--- page 350 ---
The Hong Kong Underwriting Agreement is conditional on, among other things, the
International Underwriting Agreement having been executed and becoming unconditional and
not having been terminated in accordance with its terms.
Grounds for Termination
The obligations of the Hong Kong Underwriters to subscribe or procure subscribers for
the Hong Kong Offer Shares under Hong Kong Underwriting Agreement are subject to
termination. If at any time prior to 8:00 a.m. on the day that trading in the H Shares commences
on the Stock Exchange:
(i) there develops, occurs, exists or comes into force:
(a) any new law 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, the United States, or other
jurisdictions relevant to the Group or the Global Offering (each a “ Relevant
Jurisdiction ” and collectively, the “ Relevant Jurisdictions ”); or
(b) any change or development involving a prospective change, or any event or
series of events or circumstances likely to result in a change or prospective
change, in any local, national, regional or international financial, political,
military, industrial, economic, fiscal, legal, regulatory, currency, credit or
market conditions or sentiments, Taxation, equity securities or currency
exchange rate or controls or any monetary or trading settlement system, or
foreign investment regulations (including a significant 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 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,
UNDERWRITING
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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 any imposition of or requirement for any minimum or maximum
price limit or price range) on the trading in shares or securities generally on the
Stock Exchange, the Shanghai Stock Exchange, the Shenzhen Stock Exchange,
the New Y ork Stock Exchange, the NASDAQ Global Market or the London
Stock Exchange; 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 the 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) that the chairman of the Board or any executive Director of the Company
named in this prospectus vacating his/her office; or
(h) any Director (other than the independent non-executive Director) being
charged with an indictable offence or prohibited by operation of law or
otherwise disqualified from taking directorship of a company; or
(i) any valid demand by creditors for payment or repayment of indebtedness of
any member of the Group or in respect of which any member of the Group is
liable prior to its stated maturity; or
(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 the Group or any Controlling Shareholder or any Director or senior
management members as named in this prospectus; or
UNDERWRITING
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(l) an order or petition is presented for the winding-up or liquidation of any
member of the Group, or any member of the Group makes any composition or
arrangement with its creditors or enters into a scheme of arrangement or any
resolution is passed for the winding-up of any member of the Group or a
provisional liquidator, receiver or manager is appointed over all or part of the
material assets or undertaking of any member of the Group or anything
analogous thereto occurs in respect of any member of the Group; or
(m) any contravention by any member of the Group or any Director of the Listing
Rules or applicable laws,
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), (i) has or will or may have a material
adverse effect; or (ii) has or will or may have a material adverse effect on the
success or marketability of the Global Offering or the level of applications for or the
distribution of the Offer Shares under the Hong Kong Public Offering or the level
of indications of interest under the International Offering; or (iii) makes or will
make or may make it impracticable, inadvisable, inexpedient or incapable for any
material part of 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 (iv) 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 or delaying 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 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 Hong Kong Offering Documents (as
defined in the Hong Kong Underwriting Agreement), the CSRC filings and/or
any notices, announcements, advertisements, communications or other
documents (including any announcement, circular, document or other
communication pursuant to the Hong Kong Underwriting Agreement) issued or
used by or on behalf of the Company in connection with the Hong Kong Public
Offering (including any supplement or amendment thereto) (the “ Global
Offering Documents ”) was, when it was issued, or has become untrue,
incorrect, inaccurate, incomplete in any material respect or misleading or
deceptive; or that any estimate, forecast, expression of opinion, intention or
UNDERWRITING
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expectation contained in any such documents, was, when it was issued, or has
become unfair in any material respects or misleading in any respect or based
on untrue, dishonest or unreasonable assumptions or given in bad faith, when
taken as a whole; 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 material misstatement in any Offering Document; or
(c) any breach of, or any event or circumstance rendering untrue or incorrect or
incomplete or misleading in any respect, any of the representations, warranties
and undertakings given by the Company or Mr. Y an (the “ Warranting
Shareholder ”) 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
material liability of any of the indemnifying parties pursuant to the indemnities
in the Hong Kong Underwriting Agreement; or
(e) any material breach of any of the obligations or undertakings imposed upon the
Company or the Warranting Shareholder 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) the Company withdraws this prospectus or the Global Offering; or
(h) 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 Offer Size Adjustment Option and
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
(i) any person (other than any of the Joint Sponsors) named as an expert in this
prospectus 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
(j) any prohibition on the Company from offering, allotting, issuing or selling any
of the Offer Shares pursuant to the terms of the Global Offering; or
UNDERWRITING
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(k) 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
(l) 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, which in the sole and
absolute opinion of the Joint Sponsors and the Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters) has a material
adverse effect on the success of the Global Offering,
then, in each case, 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 the Company, terminate the Hong Kong Underwriting
Agreement with immediate effect.
Indemnity
The Company has agreed to indemnify each of the Joint Sponsors, the Joint Global
Coordinators, the Overall Coordinators, the Joint Bookrunners, the Joint Lead Managers, Hong
Kong Underwriters and the Capital Market Intermediaries for certain losses which they may
suffer or incur, including losses arising from their performance of their obligations under the
Hong Kong Underwriting Agreement and any breach by any of the Company and the
Controlling Shareholders of the Hong Kong Underwriting Agreement.
LOCK-UP ARRANGEMENTS
(A) Undertakings by the Company to the Stock Exchange pursuant to the Listing Rules
Pursuant to Rule 10.08 of the Listing Rules, the Company has undertaken to the Stock
Exchange that no further Shares or securities convertible into equity securities of the Company
(whether or not of a class already listed) may be issued by the Company or form the subject
of 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 the Listing Date), except
(a) pursuant to the Global Offering (including any Offer Shares which may be issued pursuant
to the exercise of the Offer Size Adjustment Option and the Over-allotment Option), and (b)
under any of the other circumstances provided under Rule 10.08 of the Listing Rules.
UNDERWRITING
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(B) Undertakings by the Controlling Shareholders to the Stock Exchange pursuant to
the Listing Rules
Pursuant to Rule 10.07 of the Listing Rules, each of the Controlling Shareholders has
undertaken to the Stock Exchange and the Company that, it will not and will procure that the
relevant registered holder(s) will not without the prior written consent of the Stock Exchange
or unless otherwise in compliance with the applicable requirement of the Listing Rules:
(1) in the period commencing on the date by reference to which disclosure of its holding
of Shares is made in this prospectus and ending on the date which is six months from
the Listing Date (the “ First Six-Month Period ”), dispose of, nor enter into any
agreement to dispose of or otherwise create any options, rights, interests or
encumbrances in respect of, any of the Shares in respect of which it is shown by this
prospectus to be the beneficial owner; or
(2) in the period of six months commencing from the expiry of the First Six-Month
Period, dispose of, nor enter into any agreement to dispose of or otherwise create
any options, rights, interests or encumbrances in respect of, any such Shares referred
to in (1) above if, immediately following such disposal, or upon the exercise or
enforcement of such options, rights, interests or encumbrances, it would cease to be
a Controlling Shareholder of the Company.
Pursuant to Note 3 to Rule 10.07(2) of the Listing Rules, each of the Controlling
Shareholders has undertaken to the Stock Exchange and the Company that during the First
Six-Month Period and six months following the First Six-Month Period (the “ Second
Six-Month Period ”):
(1) if any of them pledges or charges any Shares beneficially owned by them in favor
of an authorized institution (as defined in the Banking Ordinance) pursuant to Note
2 to Rule 10.07(2) of the Listing Rules, it will immediately inform the Company of
such pledge or charge together with the number of Shares so pledged or charged; and
(2) if it receives indications, either verbal or written, from the pledgee or chargee that
any of the pledged or charged Shares will be disposed of, it will immediately inform
the Company of such indications.
UNDERWRITING
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(C) Undertakings by the Company pursuant to the Hong Kong Underwriting Agreement
The Company hereby undertakes to each of the Joint Sponsors, the Joint Sponsor-Overall
Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners,
the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market Intermediaries
that, except pursuant to the Global Offering (including pursuant to the Offer Size Adjustment
Option and the Over-allotment Option), at any time after the date of the Hong Kong
Underwriting Agreement up to and including the last day of 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, mortgage, charge, pledge, hypothecate, lend, grant or sell any
option, warrant, contract or right to subscribe for or purchase, grant or purchase any
option, warrant, contract or right to allot, issue or sell, or otherwise transfer or
dispose of or create an encumbrance over, or agree to transfer or dispose of or create
an encumbrance over, either directly or indirectly, conditionally or unconditionally,
any legal or beneficial interest in the share capital or other equity or equity-linked
securities of the 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 equity or equity-linked securities of the Company, as applicable), or
deposit any share capital or other equity or equity-linked securities of the Company,
as applicable, with a depositary in connection with the issue of depositary receipts;
or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership (legal or beneficial) of the H
Shares or other equity or equity-linked securities of the Company or any interest in
any of the foregoing (including, without limitation, any equity or equity-linked
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 equity or equity-linked securities of the Company in cash or otherwise
(whether or not the issue of such share capital or other equity or equity-linked securities of the
Company will be completed within the First Six-Month Period).
UNDERWRITING
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(D) Undertakings by the Warranting Shareholder pursuant to the Hong Kong
Underwriting Agreement
The Warranting Shareholder has undertaken to each of the Company, the Joint Sponsors,
the Joint Sponsor-Overall Coordinators, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters,
the Capital Market Intermediaries that, except pursuant to the Global Offering (including
pursuant to the Over-allotment Option), without the prior written consent of the Joint Sponsors
and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters)
and unless in compliance with the requirements of Listing Rules:
(i) it will not, at any time during the First Six-Month Period, dispose of, nor enter into
any agreement to dispose of or otherwise create an options, rights, interests or
encumbrances in respect of, any of those securities of the Company in respect of
which it is shown by this prospectus to be the beneficial owner(s); and
(ii) it will not, during the Second Six-Month Period, dispose of, nor enter into any
agreement to dispose of or otherwise create an options, rights, interests or
encumbrances in respect of, any of those securities referred to in paragraph (i) above
if, immediately following such disposal or upon the exercise or enforcement of such
options, rights, interests or encumbrances, it will cease to be a “controlling
shareholder” (as the term is defined in the Listing Rules) of the Company.
The above restrictions shall not prevent the Warranting Shareholder from (i) purchasing
additional H Shares or other securities of the Company and disposing of such additional H
Shares or securities of the Company in accordance with the Listing Rules, provided that any
such purchase or disposal does not contravene the lock-up arrangements with the Warranting
Shareholder as aforementioned or the compliance by the Company with the minimum public
float requirement under the Listing Rules, and (ii) using the H Shares or other securities of the
Company or any interest therein beneficially owned by them as security (including a charge or
a pledge) in favor of an authorized institution (as defined in the Banking Ordinance (Chapter
155 of the Laws of Hong Kong)) for a bona fide commercial loan, provided that (a) the
Warranting Shareholder will immediately inform the Company and the Overall Coordinators in
writing of such pledge or charge together with the number of Shares or other securities of the
Company so pledged or charged if and when he or the relevant registered holder(s) pledges or
charges any Shares or other securities of the Company beneficially owned by him, and (b)
when the Warranting Shareholder receives indications, either verbal or written, from the
pledgee or chargee of any Shares that any of the pledged or charged Shares or other securities
of the Company will be disposed of, he will immediately inform the Company and the Overall
Coordinators of such indications.
UNDERWRITING
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JOINT SPONSORS’ AND HONG KONG UNDERWRITERS’ INTERESTS IN THE
COMPANY
Save as disclosed in this prospectus, and save for their respective obligations under the
Hong Kong Underwriting Agreement, as of the Latest Practicable Date, none of the Joint
Sponsors and the Hong Kong Underwriters was interested, legally or beneficially, directly or
indirectly, in any H Shares or any securities of any member of the Group or had any right or
option (whether legally enforceable or not) to subscribe for or purchase, or to nominate persons
to subscribe for or purchase, any H Shares or any securities of any member of the Group.
Further, see the section headed “Statutory and General Information — Other Information — 3.
Joint Sponsors” in Appendix IV to this prospectus for the Joint Sponsors’ independence
declaration pursuant to Rule 3A.07 of the Listing Rules.
Following the completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain portion of the H Shares as a result of fulfilling their
respective obligations under the Hong Kong Underwriting Agreement.
INTERNATIONAL OFFERING
International Underwriting Agreement
In connection with the International Offering, the Company and the Warranting
Shareholder expects will enter into the International Underwriting Agreement with, amongst
others, the International Underwriters on the Price Determination Date. Under the International
Underwriting Agreement and subject to the Offer Size Adjustment Option and the Over-
allotment Option, the International Underwriters would, subject to certain conditions set out
therein, agree severally but not jointly to procure subscribers or purchasers for, or themselves
to subscribe for or purchase, their respective applicable proportions of the International Offer
Shares initially being offered pursuant to the International Offering. It is expected that the
International Underwriting Agreement may be terminated on similar grounds as the Hong Kong
Underwriting Agreement. Potential investors should note that in the event that the International
Underwriting Agreement is not entered into, the Global Offering will not proceed. See the
section headed “Structure of the Global Offering — The International Offering” in this
prospectus.
Offer Size Adjustment Option
The Company is expected to grant to the Overall Coordinators the Offer Size Adjustment
Option, exercisable by the Overall Coordinators (for themselves and on behalf of the
International Underwriters) on or before the second business day prior to the Listing Date and
will lapse immediately thereafter, to require the Company to allot and issue up to an aggregate
of 1,410,100 additional H Shares, representing approximately 10% of the initial number of
Offer Shares offered under the Global Offering, at the same price per H Share under the
International Offering to cover, among other things, any excess demand in the International
Offering at the absolute discretion of the Overall Coordinators. The Offer Size Adjustment
Option provides flexibility for the Overall Coordinators to increase the number of Offer Shares
available for purchase under the International Offering to cover additional market demand. See
“Structure of the Global Offering — Offer Size Adjustment Option” in this prospectus.
UNDERWRITING
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Over-allotment Option
The Company is expected to grant to the International Underwriters the Over-allotment
Option, exercisable by the Overall Coordinators (on behalf of the International Underwriters)
at any time from the Listing Date until 30 days after the last day for lodging applications under
the Hong Kong Public Offering, pursuant to which the Company may be required to issue up
to an aggregate of 2,326,600 additional H Shares (representing approximately 15% of the Offer
Shares initially offered under the Global Offering assuming the Offer Size Adjustment Option
is exercised in full) or up to an aggregate of 2,115,100 additional H Shares (representing
approximately 15% of the Offer Shares initially offered under the Global Offering assuming
the Offer Size Adjustment Option is not exercised), at the Offer Price, to cover over-allocations
in the International Offering, if any. See the section headed “Structure of the Global Offering
— Over-allotment Option” in this prospectus.
Commissions and Expenses
All Capital Market Intermediaries participating in the Global Offering will receive an
aggregate underwriting commission of 3.0% of the aggregate Offer Price payable in respect of
all of the Offer Shares (including any Offer Shares issued pursuant to the exercise of the Offer
Size Adjustment Option and the Over-allotment Option) (the “ Fixed Fee ”). In addition, the
Company may, in its sole discretion, pay to all Capital Market Intermediaries an incentive fee
in an aggregate of up to 1.0% of the aggregate Offer Price payable in respect of all of the Offer
Shares (including any Offer Shares issued pursuant to the exercise of the Offer Size Adjustment
Option and the Over-allotment Option) (the “ Discretionary Fee ”). Assuming the Discretionary
Fees are paid in full, the ratio of the Fixed Fees and Discretionary Fees payable to all Capital
Market Intermediaries is approximately 61:39. For any unsubscribed Hong Kong Offer Shares
reallocated to the International Offering, we will pay the underwriting commission for such
Shares to the International Underwriters (but not the Hong Kong Underwriters).
The aggregate amount of sponsor fee payable by our Company to the Joint Sponsors is
US$700,000.
The aggregate underwriting commissions and fees together with the Stock Exchange
listing fees, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange
trading fee, legal and other professional fees and printing and all other expenses relating to the
Global Offering are estimated to be approximately HK$189.4 million (assuming an Offer Price
of HK$233.10 per Offer Share (which is the mid-point of the Offer Price range), the full
payment of the discretionary incentive fee, the Offer Size Adjustment Option and the Over-
allotment Option are not exercised) and will be paid by the Company.
UNDERWRITING
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ACTIVITIES BY SYNDICATE MEMBERS
The Underwriters of the Hong Kong Public Offering and the International Offering
(together, the “ Syndicate Members ”) and their affiliates may each individually undertake a
variety of activities (as further described below) which do not form part of the underwriting or
stabilizing process.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of
commercial and investment banking, brokerage, funds management, trading, hedging,
investing and other activities for their own account and for the account of others. In the
ordinary course of their various business activities, the Syndicate Members and their respective
affiliates may purchase, sell or hold a broad array of investments and actively trade securities,
derivatives, loans, commodities, currencies, credit default swaps and other financial
instruments for their own account and for the accounts of their customers. Such investment and
trading activities may involve or relate to assets, securities and/or instruments of the Company
and/or persons and entities with relationships with the Company and may also include swaps
and other financial instruments entered into for hedging purposes in connection with the
Group’s loans and other debt.
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, including 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 derivative
transactions or listed or unlisted securities transactions (including issuing securities such as
derivative warrants listed on a stock exchange) which have as their underlying assets, assets
including the H Shares. Such transactions may be carried out as bilateral agreements or trades
with selected counterparties. Those activities may require hedging activity by those entities
involving, directly or indirectly, the buying and selling of the 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.
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 stock exchange may require the issuer of those securities
(or one of its affiliates or agents) to act as a market maker or liquidity provider in the security,
and this will also result in hedging activity in the H Shares in most cases.
UNDERWRITING
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All such activities may occur both during and after the end of the stabilizing period
described in the section headed “Structure of the Global Offering”. 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 restrictions, including the following:
(a) the Syndicate Members (other than the Stabilizing Manager or any person acting for
it) must not, in connection with the distribution of the Offer Shares, effect any
transactions (including issuing or entering into any option or other derivative
transactions relating to the Offer Shares), whether in the open market or otherwise,
with a view to stabilizing or maintaining the market price of any of the Offer Shares
at levels other than those which might otherwise prevail in the open market; and
(b) the Syndicate Members must comply with all applicable laws and regulations,
including the market misconduct provisions of the SFO, including the provisions
prohibiting insider dealing, false trading, price rigging and stock market
manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time
to time, and expect to provide in the future, investment banking, lending and other services to
the Company and each of its affiliates for which such Syndicate Members or their respective
affiliates have received or will receive customary fees and commissions.
In addition, the Syndicate Members or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer Shares in the Global Offering.
UNDERWRITING
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THE GLOBAL OFFERING
The listing of the H Shares on the Stock Exchange is sponsored by the Joint Sponsors. The
Joint Sponsors have made an application on behalf of the Company to the Listing Committee
of the Stock Exchange for the listing of, and permission to deal in, the H Shares in issue and
to be issued as mentioned in this prospectus.
14,101,100 Offer Shares will initially be made available under the Global Offering
comprising:
(a) the Hong Kong Public Offering of initially 1,410,200 H Shares (subject to
reallocation) in Hong Kong as described in the paragraph headed “— The Hong
Kong Public Offering” below; and
(b) the International Offering of initially 12,690,900 H Shares (subject to reallocation,
the Offer Size Adjustment Option and the Over-allotment Option) (i) in the United
States solely to QIBs in reliance on Rule 144A or another exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act
and (ii) outside the United States (including to professional and institutional
investors within Hong Kong) in offshore transactions in reliance on Regulation S, as
described in paragraph headed “— The International Offering” below.
Investors may either (i) apply for Hong Kong Offer Shares under the Hong Kong Public
Offering; or (ii) apply for or indicate an interest for International Offer Shares under the
International Offering, but may not do both.
The Offer Shares will represent approximately 6.66% of the enlarged issued share capital
of the Company immediately following the completion of the Global Offering, assuming the
Offer Size Adjustment Option and the Over-allotment Option are not exercised. If the
Over-allotment Option is exercised in full, the Offer Shares will represent approximately 7.5%
of the enlarged issued share capital of the Company (assuming the Offer Size Adjustment
Option is not exercised at all) or approximately 8.2% of the enlarged issued share capital of
the Company (assuming the Offer Size Adjustment Option is exercised in full) immediately
following the completion of the Global Offering.
References in this prospectus to applications, application monies or the procedure for
applications relate solely to the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 363 ---
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares initially offered
The Company is initially offering 1,410,200 H Shares for subscription by the public in
Hong Kong at the Offer Price, representing approximately 10% of the total number of Offer
Shares initially available under the Global Offering. The number of Offer Shares initially
offered under the Hong Kong Public Offering, subject to any reallocation of Offer Shares
between the International Offering and the Hong Kong Public Offering, will represent
approximately 0.7% of the enlarged issued share capital of the Company immediately
following the completion of the Global Offering (assuming the Offer Size Adjustment Option
and Over-allotment Option are 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 that regularly invest in shares and other
securities.
Completion of the Hong Kong Public Offering is subject to the conditions set out in the
paragraph headed “— Conditions of the Global Offering” below.
Allocation
Allocation of Offer Shares to investors under the Hong Kong Public Offering will be
based solely on the level of valid applications received under the Hong Kong Public Offering.
The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly
applied for by applicants. Such allocation could, where appropriate, consist of balloting, which
could mean that some applicants may receive a higher allocation than others who have applied
for the same number of Hong Kong Offer Shares, and those applicants who are not successful
in the ballot may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of Hong Kong Offer Shares available under
the Hong Kong Public Offering (after taking into account any reallocation referred to below)
will be divided equally (to the nearest board lot and with any odd lots being allocated to Pool
A) into two pools: pool A and pool B. The Hong Kong Offer Shares in pool A will be allocated
on an equitable basis to applicants who have applied for Hong Kong Offer Shares with an
aggregate price of HK$5 million (excluding the brokerage, the SFC transaction levy, the AFRC
transaction levy and the Stock Exchange trading fee payable) or less. The Hong Kong Offer
Shares in pool B will be allocated on an equitable basis to applicants who have applied for
Hong Kong Offer Shares with an aggregate price of more than HK$5 million (excluding the
brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock Exchange
trading fee payable) and up to the total value in pool B.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 364 ---
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 as finally
determined). Applicants can only receive an allocation of Hong Kong Offer Shares from either
pool A or pool B and not from both pools. Multiple or suspected multiple applications under
the Hong Kong Public Offering and any application for more than 705,100 Hong Kong Offer
Shares is liable to be rejected.
Reallocation
The Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering may, in certain circumstances, be reallocated as between these offerings at the
discretion of the Overall Coordinators. Subject to the allocation cap described in the
subsequent paragraph, the Overall Coordinators (for themselves and on behalf of the
Underwriters) may in their discretion reallocate Offer Shares from the International Offering
to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public
Offering. 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 addition, if the Hong Kong Public Offering is not fully
subscribed, the Overall Coordinators may reallocate all or any unsubscribed Hong Kong Offer
Shares to the International Offering, in such proportions as the Overall Coordinators deem
appropriate.
In accordance with Chapter 4.14 of the Guide for New Listing Applicants, in the event
that (i) the International Offer Shares are undersubscribed and the Hong Kong Offer Shares are
fully subscribed or oversubscribed irrespective of the number of times; or (ii) 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, the maximum total number
of Offer Shares that may be allocated to the Hong Kong Public Offering following any
reallocation from the International Offering to the Hong Kong Public Offering shall be not
more than 15% of the number of Offer Shares initially available under the Global Offering
(assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised)
(i.e. 2,115,100 H Shares) and the final offer price shall be fixed at the bottom end of the
indicative price range (i.e. HK$229.60 per Offer Share).
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.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 365 ---
Applications
Each applicant under the Hong Kong Public Offering will be required to give an
undertaking and confirmation in the application submitted by him that he and any person(s) for
whose benefit he is making the application has not applied for or taken up, or indicated an
interest for, and will not apply for or take up, or indicate an interest for, any International Offer
Shares under the International Offering. 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).
Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the maximum Offer Price of HK$236.60 per Offer Share in
addition to the brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock
Exchange trading fee payable on each Offer Share, amounting to a total of HK$23,898.62 for
one board lot of 100 H Shares. If the Offer Price, as finally determined in the manner described
in the paragraph headed “— Pricing and Allocation” below, is less than the maximum Offer
Price of HK$236.60 per Offer Share, appropriate refund payments (including the brokerage,
the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee
attributable to the surplus application monies) will be made to successful applicants, 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 Offer Shares initially offered
The International Offering will consist of an offering of initially 12,690,900 H Shares,
representing approximately 90.0% of the total number of Offer Shares initially available under
the Global Offering (subject to reallocation, the Offer Size Adjustment Option and the
Over-allotment Option). The number of Offer Shares initially offered under the International
Offering, subject to any reallocation of Offer Shares between the International Offering and the
Hong Kong Public Offering, will represent approximately 5.9% of the enlarged issued share
capital of the Company immediately following the completion of the Global Offering
(assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised).
Allocation
The International Offering will include selective marketing of Offer Shares to QIBs in the
United States as well as institutional and professional investors and other investors anticipated
to have a sizable demand for such Offer Shares in Hong Kong and other jurisdictions outside
the United States in reliance on Regulation S. Professional investors generally include brokers,
dealers, companies (including fund managers) whose ordinary business involves dealing in
shares and other securities and corporate entities that regularly invest in shares and other
securities. Allocation of Offer Shares pursuant to the International Offering will be effected in
accordance with the “book-building” process described in the paragraph headed “— Pricing
STRUCTURE OF THE GLOBAL OFFERING
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--- page 366 ---
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 Offer
Shares and/or hold or sell its Offer Shares after the Listing. Such allocation is intended to result
in a distribution of the Offer Shares on a basis which would lead to the establishment of a solid
professional and institutional shareholder base to the benefit of the Group and the Shareholders
as a whole.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may require
any investor who has been offered Offer Shares under the International Offering and who has
made an application under the Hong Kong Public Offering to provide sufficient information to
the Overall Coordinators so as to allow them to identify the relevant applications under the
Hong Kong Public Offering and to ensure that they are excluded from any allocation 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 Offer Size Adjustment Option and the Over-allotment
Option in whole or in part and/or any reallocation of unsubscribed Offer Shares originally
included in the Hong Kong Public Offering described in the paragraph headed “— The Hong
Kong Public Offering — Reallocation” above.
OFFER SIZE ADJUSTMENT OPTION
In order to provide our Company with the flexibility to increase the number of Offer
Shares available for purchase under the International Offering to cover additional market
demand, our Company is expected to grant to the International Underwriters the Offer Size
Adjustment Option, exercisable by the Overall Coordinators at their absolute discretion (on
behalf of the International Underwriters) on or before the second business day prior to the
Listing Date and will lapse immediately thereafter, to require our Company to issue and allot
up to an aggregate of 1,410,100 additional H Shares, representing in aggregate approximately
10% of the total number of the Offer Shares initially available under the Global Offering, at
the International Offer Price, to cover any excess demand in the International Offering.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 367 ---
In considering whether to exercise the Offer Size Adjustment Option, the Company and
the Overall Coordinators will take into account a number of factors, including, among other
things:
(a) whether the level of interest expressed by prospective professional and institutional
investors during the book-building process under the International Offering is
sufficient to cover:
(i) the total number of Offer Shares, which represents the aggregate of the Offer
Shares initially available under the Global Offering and the additional H
Shares upon any exercise of the Offer Size Adjustment Option; and
(ii) the corresponding number of H Shares under the Over allotment Option;
(b) the prices at which prospective professional and institutional investors have
indicated they would be prepared to acquire the Offer Shares in the course of the
book-building process;
(c) the quality of investors, with a view to establishing a solid professional institutional
and investor shareholder base to the benefit of the Company and its Shareholders as
a whole; and
(d) general market conditions.
If the Offer Size Adjustment Option is exercised in full, the additional Offer Shares to be
issued pursuant thereto will represent approximately 0.7% of the enlarged issued share capital
immediately of the Company following the completion of the Global Offering (assuming the
Over-allotment Option is not exercised). The dilution effect of the Offer Size Adjustment
Option (assuming the Over-allotment Option is not exercised) is set out below:
Number of H Shares
issued under the Global
Offering before the
exercise of the Offer
Size Adjustment Option
(the “Original
Subscribers”)
Approximate percentage
of total issued share
capital held by the
Original Subscribers
before the exercise of
the Offer Size
Adjustment Option
Number of H Shares
issued under the Global
Offering after the
exercise of the Offer
Size Adjustment Option
in full
Approximate percentage
of total issued share
capital held by the
Original Subscribers
after the exercise of the
Offer Size Adjustment
Option in full
14,101,100 6.6% 15,511,200 7.2%
The Offer Size Adjustment Option will not be associated with any price stabilization
activities and will not be subject to the Securities and Futures (Price Stabilizing) Rules of the
SFO (Chapter 571W of the Laws of Hong Kong). The Offer Size Adjustment Option will be
in addition to the Over-allotment Option.
STRUCTURE OF THE GLOBAL OFFERING
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The Company will disclose in the allotment results announcement whether and to what
extent the Offer Size Adjustment Option has been exercised, and will confirm in the
announcement that, where the Offer Size Adjustment Option had not been exercised by then,
the Offer Size Adjustment Option has lapsed and cannot be exercised on any future date.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, the Company is expected to grant the
Over-allotment Option to the International Underwriters.
Pursuant to the Over-allotment Option, the International Underwriters will have the right,
exercisable by the Overall Coordinators (on behalf of the International Underwriters) at any
time from the Listing Date until 30 days after the last day for lodging applications under the
Hong Kong Public Offering, to require the Company to issue up to an aggregate of 2,326,600
additional H Shares (representing approximately 15% of the Offer Shares initially offered
under the Global Offering assuming the Offer Size Adjustment Option is exercised in full) or
up to an aggregate of 2,115,100 additional H Shares (representing approximately 15% of the
Offer Shares initially offered under the Global Offering assuming the Offer Size Adjustment
Option is not exercised), at the Offer Price under the International Offering to cover
over-allocations in the International Offering, if any.
If the Offer Size Adjustment Option is not exercised and the Over-allotment Option is
exercised in full, the additional Offer Shares to be issued pursuant thereto will represent
approximately 0.98% of the total Shares in issue immediately following the completion of the
Global Offering and the issue of Offer Shares pursuant to the Over-allotment Option. If the
Offer Size Adjustment Option and the Over-allotment Option are exercised in full, the
additional Offer Shares to be issued pursuant to the Over-allotment Option will represent
approximately 1.07% of the total Shares in issue immediately following the completion of the
Global Offering and the issue of Offer Shares pursuant to the Over-allotment Option. If the
Over-allotment Option is exercised, an announcement will be made.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the
distribution of securities. To stabilize, the underwriters may bid for, or purchase, the securities
in the secondary market during a specified period of time, to retard and, if possible, prevent
a decline in the initial public market price of the securities below the offer price. Such
transactions may be effected in all jurisdictions where it is permissible to do so, in each case
in compliance with all applicable laws and regulatory requirements, including those of Hong
Kong. In Hong Kong, the price at which stabilization is effected is not permitted to exceed the
offer price.
STRUCTURE OF THE GLOBAL OFFERING
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In connection with the Global Offering, the Stabilizing Manager (or any person acting for
it), on behalf of the Underwriters, may over-allocate or effect transactions with a view to
stabilizing or supporting the market price of the H Shares at a level higher than that which
might otherwise prevail for a limited period after the Listing Date. However, there is no
obligation on the Stabilizing Manager (or any person acting for it) to conduct any such
stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute
discretion of the Stabilizing Manager (or any person acting for it) and in what the Stabilizing
Manager reasonably regards as the best interest of the Company, (b) may be discontinued at
any time and (c) is required to be brought to an end within 30 days of the last day for lodging
applications under the Hong Kong Public Offering.
Stabilization action permitted in Hong Kong pursuant to the Securities and Futures (Price
Stabilizing) Rules of the SFO includes (a) over-allocating for the purpose of preventing or
minimizing any reduction in the market price of the 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 agreeing to
purchase, the H Shares pursuant to the Over- allotment Option in order to close out any
position established under paragraph (a) or (b) above, (d) purchasing, or agreeing to purchase,
any of the 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
any position established as a result of those purchases, and (f) offering or attempting to do
anything as described in paragraph (b), (c), (d) or (e) above.
Specifically, prospective applicants for and investors in the Offer Shares should note that:
(a) as a result of effecting transactions to stabilize or maintain the market price of the
H Shares, the Stabilizing Manager (or any person acting for it) may, in connection
with the stabilizing action, maintain a long position in the H Shares;
(b) there is no certainty as to the extent to which and the time or period for which the
Stabilizing Manager (or any person acting for it) will maintain such a long position;
(c) liquidation of any such long position by the Stabilizing Manager (or any person
acting for it) and selling in the open market may have an adverse impact on the
market price of the H Shares;
(d) no stabilizing action can be taken to support the price of the H Shares for longer than
the stabilization period, which will begin on the Listing Date, and is expected to
expire on Sunday, February 22, 2026, being the 30th day after the last day for
lodging applications under the Hong Kong Public Offering. After this date, when no
further stabilizing action may be taken, demand for the 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
STRUCTURE OF THE GLOBAL OFFERING
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--- page 370 ---
(f) stabilizing bids or transactions effected in the course of the stabilizing action may
be made at any price at or below the Offer Price and can, therefore, be done at a
price below the price paid by applicants for, or investors in, the Offer Shares.
The Company will ensure or procure that an announcement in compliance with the
Securities and Futures (Price Stabilizing) Rules of the SFO will be made within seven days of
the expiration of the stabilization period.
Over-Allocation
Following any over-allocation of 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, by using 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 on or before
Monday, January 26, 2026 and, in any event, no later than 12:00 noon on Monday, January 26,
2026, by agreement between the Overall Coordinators (for themselves and on behalf of the
Underwriters) and the 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$236.60 per Offer Share and is expected to be
not less than HK$229.60 per Offer Share, unless otherwise announced, as further explained
below. Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the maximum Offer Price of HK$236.60 per Offer Share plus
brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and
Stock Exchange trading fee of 0.00565%, amounting to a total of HK$23,898.62 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 lower end of
the price range stated in this prospectus.
The International Underwriters will be soliciting from prospective investors indications
of interest in acquiring Offer Shares in the International Offering. Prospective professional and
institutional investors will be required to specify the number of Offer Shares under the
International Offering they would be prepared to acquire either at different prices or at a
particular price. This process, known as “book-building,” is expected to continue up to, and to
cease on or about, the last day for lodging applications under the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 371 ---
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where
they deem appropriate, based on the level of interest expressed by prospective investors during
the book-building process in respect of the International Offering, and with the consent of the
Company, reduce the number of Offer Shares offered and/or the Offer Price range below that
stated in this prospectus at any time on or prior to the morning of the last day for lodging
applications under the Hong Kong Public Offering. In such a case, the 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,
cause to be published on the websites of the Company and the Stock Exchange at
http://www.busyming.com/ and www.hkexnews.hk , respectively, an announcement to cancel
the Global Offering. The Company will then relaunch the offer at the revised number of Offer
Shares and/or the revised Offer Price with a supplemental or new prospectus as required under
Rule 11.13 of the Listing Rules, and complete the requisite settlement processes on the FINI
platform afresh. The Global Offering must first be canceled and subsequently relaunched on
the FINI platform pursuant to the supplemental or new 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 Offer Price, if agreed upon between the Company and the Overall
Coordinators (for themselves and on behalf of the Underwriters), will under no circumstances
be set outside the Offer Price range as stated in this prospectus.
Before submitting applications for the Hong Kong Offer Shares, applicants should have
regard to the possibility that any announcement of a reduction in the number of Offer Shares
and/or the Offer Price range may not be made until the last day for lodging applications under
the Hong Kong Public Offering.
The final Offer Price, the level of indications of interest in the International Offering, the
level of applications in the Hong Kong Public Offering, the basis of 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 manner described in the
section headed “How to Apply for Hong Kong Offer Shares — B. Publication of Results” in
this prospectus.
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters
under the terms and conditions of the Hong Kong Underwriting Agreement and is subject to,
among other things, the Overall Coordinators (for themselves and on behalf of the
Underwriters) and the Company agreeing on the Offer Price.
The Company and the Warranting Shareholder expect to enter into the International
Underwriting Agreement relating to the International Offering on the Price Determination
Date.
These underwriting arrangements, including the Underwriting Agreements, are
summarized in the section headed “Underwriting” in this prospectus.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 372 ---
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on:
(a) the Listing Committee granting approval for the listing of, and permission to deal in,
the H Shares in issue and to be issued pursuant to the Global Offering on the Main
Board of the Stock Exchange and such approval not subsequently having been
withdrawn or revoked prior to the Listing Date;
(b) the Offer Price having been agreed between the Overall Coordinators (for
themselves on behalf of the Underwriters) and the Company;
(c) the execution and delivery of the International Underwriting Agreement on or about
the Price Determination Date; and
(d) the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting
Agreement and the obligations of the International Underwriters under the
International Underwriting Agreement becoming and remaining unconditional and
not having been terminated in accordance with the terms of the respective
agreements,
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 the Overall Coordinators (for
themselves and on behalf of the Underwriters) on or before 12 noon on Monday, January 26,
2026 the Global Offering will not proceed and will lapse.
The consummation of each of the Hong Kong Public Offering and the International
Offering is conditional upon, among other things, the other offering becoming unconditional
and not having been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the dates and times specified,
the Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of
the lapse of the Hong Kong Public Offering will be published by the Company on the websites
of the Company and the Stock Exchange at http://www.busyming.com/ and
www.hkexnews.hk , respectively, on the next day following such lapse. In such a situation, all
application monies will be returned, without interest, on the terms set out in the section headed
“How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of 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 bank or other bank(s) in Hong Kong
licensed under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong).
STRUCTURE OF THE GLOBAL OFFERING
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--- page 373 ---
H Share certificates for the Offer Shares will only become valid evidence of title at 8:00
a.m. on Wednesday, January 28, 2026, provided that the Global Offering has become
unconditional in all respects at or before that time.
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 Wednesday, January 28, 2026, it is expected that dealings in the H
Shares on the Stock Exchange will commence at 9:00 a.m. on Wednesday, January 28, 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 1768.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 374 ---
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. We will not provide any printed copies of this prospectus for use by
the public.
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 http://www.busyming.com/. 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. 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 White Form eIPO service only) ;
 are outside the United States (within the meaning of Regulation S) or are a person
described in paragraph (h)(3) of Rule 902 of Regulation S; and
 are not a legal or natural person of the PRC (except qualified domestic institutional
investors).
Unless permitted by the Listing Rules or any relevant waivers and/or consent that have
been granted by the Stock Exchange to the Company, 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 the Shares and/or any of our subsidiaries;
 are a director or chief executive of the Company and/or any of our subsidiaries;
 are a close associate of any of the above persons;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 375 ---
 are a connected person of the Company or will become a connected person of the
Company immediately upon the 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 Tuesday, January 20,
2026 and end at 12:00 noon on Friday, January 23, 2026 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application
channels:
Application Channel Platform Target Investors Application Time
White Form eIPO
Service /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
www.eipo.com.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 Tuesday,
January 20, 2026
to 11:30 a.m. on
Friday, January 23,
2026 (Hong Kong
time).
The latest time for
completing full
payment of application
monies will be 12:00
noon on Friday,
January 23, 2026
(Hong Kong time).
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Y our broker or custodian
who is a HKSCC
Participant will submit
electronic application
instructions on your
behalf through
HKSCC’s FINI system
in accordance with
your instructions.
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 .
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The White Form eIPO service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions and you are advised not to wait until the
last day of the application period to apply for Hong Kong Offer Shares.
For those applying through the White Form eIPO service, once you complete payment
in respect of any application instructions given by you or for your benefit through the White
Form eIPO service to make an application for Hong Kong Offer Shares, an actual application
shall be deemed to have been made. If you are a person for whose benefit the electronic
application instructions are given, you shall be deemed to have declared that only one set of
electronic application instructions has been given for your benefit. If you are an agent for
another person, you shall be deemed to have declared that you have only given one set of
electronic application instructions for the benefit of the person for whom you are an agent
and that you are duly authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the White Form eIPO
service more than once and obtaining different application reference numbers without effecting
full payment in respect of a particular reference number will not constitute an actual
application.
If you apply through the White Form eIPO service, you are deemed to have authorized
the White Form eIPO Service Provider to apply on the terms and conditions in this
prospectus, as supplemented and amended by the terms and conditions of the White Form
eIPO service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on
your behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of
you jointly and severally) are deemed to have instructed and authorized HKSCC to cause
HKSCC Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong
Kong Offer Shares on your behalf and to do on your behalf all the things stated in this
prospectus and any supplement to it.
For those applying through the HKSCC EIPO channel, an actual application will be
deemed to have been made for any application instructions given by you or for your benefit to
HKSCC (in which case an application will be made by HKSCC Nominees on your behalf)
provided such application instruction has not been withdrawn or otherwise invalidated before
the closing time of the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor
HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by
HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any
breach of the terms and conditions of this prospectus.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
 Full name(s) 2 as shown on your
identity document
 Identity document’s issuing country
or jurisdiction
 Identity document type, with order
of priority:
i. HKID card; or
ii. National identification
document; or
iii. Passport; and
 Identity document number
 Full name(s)
2 as shown on your
identity document
 Identity document’s issuing country
or jurisdiction
 Identity document type, with order
of priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration
certificate; or
iv. Other equivalent document; and
 Identity document number
Notes:
1. If you are applying through the White Form eIPO service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong address. Y ou are also required to declare that the
identity information provided by you follows the requirements as described in Note 2 below. In
particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID
card. The number of joint applicants may not exceed four. If you are a firm, the applicant must be in
the individual members’ names.
2. The applicant’s full name as shown on their identity document must be used and the surname, given
name, middle and other names (if any) must be input in the same order as shown on the identity
document. If an applicant’s identity document contains both an English and Chinese name, both English
and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The
order of priority of the applicant’s identity document type must be strictly followed and where an
individual applicant has a valid HKID card (including both Hong Kong Residents and Hong Kong
Permanent Residents), the HKID number must be used when making an application to subscribe for
shares in a public offer. Similarly for corporate applicants, a LEI number must be used if an entity has
a LEI certificate.
3. If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will
be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID
of the asset management company or the individual fund, as appropriate, which has opened a trading
account with the broker will be required, as above.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 378 ---
4. The maximum number of joint account holders 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 the 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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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$236.60 per H Share.
If you are applying through the HKSCC EIPO channel,
your broker or custodian may require you to pre-fund
your application in such amount as determined by the
broker or custodian, based on the applicable laws and
regulations in Hong Kong. Y ou are responsible for
complying with any such pre-funding requirement
imposed by your broker or custodian with respect to the
Hong Kong Offer Shares you applied for.
By instructing your broker or custodian to apply for the
Hong Kong Offer Shares on your behalf through the
HKSCC EIPO channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of the
final Offer Price, brokerage, SFC transaction levy, the
Stock Exchange trading fee and the AFRC transaction
levy by debiting the relevant nominee bank account at
the designated bank for your broker or custodian .
If you are applying through the White Form eIPO
service, you may refer to the table below for the amount
payable for the number of 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 380 ---
BUSY MING GROUP CO., LTD.
(HK$236.60 per Hong Kong Offer Share)
NUMBER OF HONG KONG OFFER SHARES THAT MAY BE APPLIED FOR AND
PAYMENTS
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 23,898.62 1,500 358,479.16 8,000 1,911,888.89 250,000 59,746,527.76
200 47,797.22 2,000 477,972.23 9,000 2,150,874.99 300,000 71,695,833.30
300 71,695.84 2,500 597,465.28 10,000 2,389,861.11 350,000 83,645,138.86
400 95,594.45 3,000 716,958.32 20,000 4,779,722.22 400,000 95,594,444.40
500 119,493.05 3,500 836,451.39 30,000 7,169,583.34 450,000 107,543,749.96
600 143,391.66 4,000 955,944.44 40,000 9,559,444.45 500,000 119,493,055.50
700 167,290.28 4,500 1,075,437.51 50,000 11,949,305.56 550,000 131,442,361.06
800 191,188.88 5,000 1,194,930.55 100,000 23,898,611.10 600,000 143,391,666.60
900 215,087.50 6,000 1,433,916.67 150,000 35,847,916.66 650,000 155,340,972.16
1,000 238,986.11 7,000 1,672,902.78 200,000 47,797,222.20 705,100
(1) 168,509,106.87
(1) Maximum number of Hong Kong Offer Share you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as
defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy, collected by the Stock
Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock Exchange
on behalf of the AFRC).
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own
benefit, except where you are a nominee and provide the information of the underlying investor
in your application as required under the paragraph headed “— A. Application for Hong Kong
Offer Shares — 3. Information Required to Apply” in this section. If you are suspected of
submitting or cause to submit more than one application, all of your applications will be
rejected.
Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you
have made an application through the White Form eIPO service or HKSCC EIPO channel,
you or the person(s) for whose benefit you have made the application shall not apply further
for any Offer Shares in the Global Offering.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 381 ---
6. Terms and Conditions of an Application
By applying for Hong Kong Offer Shares through the White Form eIPO service or
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following
things on your behalf):
(i) undertake to execute all relevant documents and instruct and authorize us and/or the
Overall Coordinators, as our agents, to execute any documents for you and to do on
your behalf all things necessary to register any Hong Kong Offer Shares allocated
to you in your name or in the name of HKSCC Nominees as required by the Articles
of Association, and (if you are applying through the HKSCC EIPO channel) to
deposit the allotted Hong Kong Offer Shares directly into CCASS for the credit of
your designated HKSCC Participant’s stock account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and application
procedures set out in this prospectus and the designated website of the White Form
eIPO service (or as the case may be, the agreement you entered into with your
broker or custodian ), and agree to be bound by them;
(iii) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker
or custodian and HKSCC and observe the General Rules of HKSCC and the
HKSCC Operational Procedures for giving application instructions to apply for
Hong Kong Offer Shares;
(iv) confirm that you are aware of the restrictions on the offers and sales of H Shares set
out in this prospectus and they do not apply to you, or the persons(s) for whose
benefit you have made the application;
(v) confirm that you have received and read this prospectus and any supplement to it
and have relied only on the information and representations in this prospectus in
making your application and will not rely on any other information or
representations (or as the case may be, causing your application to be made) this
prospectus;
(vi) agree that the Relevant Persons
1, the H Share Registrar and HKSCC will not be
liable for any information and representations not in this prospectus (and any
supplement to this prospectus);
1 Relevant Persons would include the Joint Sponsors, 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, employees, partners, agents, advisers and any other parties involved in the
Global Offering
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 382 ---
(vii) undertake and confirm that you or the person(s) for whose benefit you have made
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 International Offer Shares
nor participated in the International Offering;
(viii) 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,
the receiving bank, HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and
any other statutory regulatory or governmental bodies or otherwise as required by
laws, rules or regulations, for the purposes under the paragraphs headed “— G.
Personal Data — 3. Purposes” and “— G. Personal Data — 4. Transfer of personal
data” in this section;
(ix) 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;
(x) 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;
(xi) 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;
(xii) 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;
(xiii) represent, warrant and undertake that (a) you understand that the Hong Kong Offer
Shares have not been and will not be registered under the U.S. Securities Act and (b)
you and any person for whose benefit you are applying for the Hong Kong Offer
Shares are outside the United States (within the meaning of Regulation S) or are a
person described in paragraph (h)(3) of Rule 902 of Regulation S;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 383 ---
(xiv) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, our Memorandum and Articles of
Association, the Cayman Companies Act 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;
(xv) 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;
(xvi) warrant that the information you have provided is true and accurate;
(xvii) 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;
(xviii) agree to accept the Hong Kong Offer Shares applied for or any lesser number
allocated to you under the application;
(xix) authorize (a) us to place your name(s) or the name of HKSCC Nominees on our
register of members as the holder(s) of any Hong Kong Offer Shares allocated to you
and such other registers as required under our Memorandum and Articles of
Association and (b) us and/or our agents to send any H Share certificate(s) and/or
any White Form e-Refund payment instructions and/or any refund check(s) to you
or the first-named applicant for joint applications by ordinary post at your own risk
to the address stated on the application, unless you have fulfilled the criteria
mentioned in “— D. Despatch/Collection of H Share Certificates and Refund of
Application Monies” below to collect the H Share certificate(s) and/or refund
check(s) in person;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 384 ---
(xx) 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;
(xxi) (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 White Form eIPO
service or by any one as your agent or by any other person; and
(xxii) (if you are making the application as an agent for the benefit of another person)
warrant that (a) no other application has been or will be made by you as agent for
or for the benefit of that person or by that person or by any other person as agent
for that person by giving electronic application instructions to HKSCC or to the
White Form eIPO Service Provider and (b) you have due authority to give
electronic application instructions on behalf of that other person as its agent.
For the avoidance of doubt, we and all other parties involved in the preparation of this
prospectus acknowledge that each applicant and HKSCC Participant who gives or causes to
give electronic application instructions is a person who may be entitled to compensation
under Section 40 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (as
applied by Section 342E of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 385 ---
B. PUBLICATION OF RESULTS
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares
through:
Platform Date/Time
Applying through White Form eIPO service or HKSCC EIPO channel :
Website /H1118/H1118/H1118/H1118/H1118/H1118The designated results of
allocation website at
www.iporesults.com.hk
(alternatively:
www.eipo.com.hk/
eIPOAllotment ) with a
“search by ID Number”
function.
24 hours, from 11:00 p.m. on
Tuesday, January 27, 2026 to
12:00 midnight on
Monday, February 2, 2026
(Hong Kong time)
The full list of (i) wholly or
partially successful applicants
using the White Form eIPO
service and HKSCC EIPO
channel, and (ii) the number of
Hong Kong Offer Shares
conditionally allotted to them,
among other things, will be
displayed on the “Allotment
Results” page of the White
Form eIPO service at
www.iporesults.com.hk
(alternatively:
www.eipo.com.hk/
eIPOAllotment ).
The Stock Exchange’s website
at www.hkexnews.hk
and our website at
http://www.busyming.com/
which will provide links to the
above mentioned websites of
the H Share Registrar.
No later than 11:00 p.m. on
Tuesday, January 27, 2026
(Hong Kong time).
Telephone /H1118/H1118/H1118/H1118/H1118+852 2862 8555 - the allocation
results telephone enquiry line
provided by the H Share
Registrar
between 9:00 a.m. and 6:00 p.m.,
from Wednesday, January 28,
2026 to Monday,
February 2, 2026
(Hong Kong time)
HOW TO APPLY FOR HONG KONG OFFER SHARES
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For those applying through HKSCC EIPO channel, you may also check with your broker
or custodian from 6:00 p.m. on Monday, January 26, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Monday, January 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 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 http://www.busyming.com/ by no later than
11:00 p.m. on Tuesday, January 27, 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 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
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--- page 387 ---
4. If:
 you make multiple applications or suspected multiple applications. Y ou may refer to
the paragraph headed “— A. Applications for Hong Kong Offer Shares — 5.
Multiple Applications Prohibited” in this section on what constitutes multiple
applications;
 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
 the Underwriting Agreements do not become unconditional or are terminated;
 we or the Overall Coordinators believe that by accepting your application, it or we
would violate applicable securities or other laws, rules or regulations.
5. If there is money settlement failure for allotted Offer 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 the 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 Offer 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 388 ---
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 Offer (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 Offer 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 Wednesday,
January 28, 2026 (Hong Kong time), provided that the Global Offering has become
unconditional and the right of termination described in the section headed “Underwriting” has
not been exercised. Investors who trade H Shares prior to the receipt of H Share certificates
or the H Share certificates becoming valid do so entirely at their own risk.
The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of H Share certificate 1
For physical H Share
certificates of
500,000 or more
Offer Shares issued
under your own
name /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Collection in person from the
H Share Registrar,
Computershare Hong Kong
Investor Services Limited at
Shops 1712-1716, 17th
Floor, Hopewell Centre, 183
Queen’s Road East, Wan
Chai, Hong Kong or any
other place notified by us.
Time: from 9:00 a.m. to
1:00 p.m. on Wednesday,
January 28, 2026
(Hong Kong time), or any
other date notified by us.
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.
1 Except in the event of a tropical cyclone warning signal number 8 or above, a black rainstorm warning and/or
an “extreme conditions” announcement issued after a super typhoon in force in Hong Kong in the morning on
the Tuesday, January 27, 2026 rendering it impossible for the relevant H Share certificates to be dispatched
to HKSCC in a timely manner, the Company shall procure the H Share Registrar to arrange for delivery of the
supporting documents and H Share certificates in accordance with the contingency arrangements as agreed
between them. Y ou may refer to “ — E. Severe Weather Arrangements ” in this section.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 389 ---
White Form eIPO service HKSCC EIPO channel
If you are an individual, you
must not authorise any other
person to collect for you. If
you are a corporate
applicant, your authorised
representative must bear a
letter of authorization from
your corporation stamped
with your corporation’s
chop.
Both individuals and
authorised representatives
must produce, at the time of
collection, evidence of
identity acceptable to the 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
For physical H Share
certificates of less
than 500,000 Offer
Shares issued under
your own name /H1118/H1118/H1118/H1118
Y our H Share certificate(s)
will be sent to the address
specified in your application
instructions by ordinary post
at your own risk
Time: Tuesday, January 27,
2026, normally expected one
day before listing
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 379 –


--- page 390 ---
White Form eIPO service HKSCC EIPO channel
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Wednesday, January 28, 2026 Subject to the arrangement
between you and your
broker or custodian
Responsible party /H1118/H1118/H1118/H1118H Share Registrar Y our broker or custodian
Application monies
paid through single
bank account /H1118/H1118/H1118/H1118/H1118/H1118
White Form e-Refund
payment instructions to your
designated bank account
Y our broker or custodian will
arrange refund to your
designated bank account
subject to the arrangement
between you and it
Application monies
paid through
multiple bank
accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Refund cheque(s) will be
despatched to the address as
specified in your application
instructions by ordinary post
at your own risk
E. SEVERE WEATHER ARRANGEMENTS
The application lists will not open or close on Friday, January 23, 2026 if, there is:
 a tropical cyclone warning signal number 8 or above;
 a black rainstorm warning; and/or
 an “extreme conditions” announcement issued after a super typhoon (“ Extreme
Conditions ”),
(collectively, “ Severe Weather Signals ”), in force in Hong Kong at any time between 9:00
a.m. and 12:00 noon on Friday, January 23, 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 http://www.busyming.com/ of the revised timetable.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 380 –


--- page 391 ---
If a Severe Weather Signal is hoisted on Tuesday, January 27, 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 Wednesday, January
28, 2026.
If a Severe Weather Signal is hoisted on Tuesday, January 27, 2026, the despatch of
physical H Share certificates of less than 500,000 Offer Shares issued under your own name
will be made by ordinary post when the post office re-opens after the Severe Weather Signal
is lowered or cancelled (e.g. in the afternoon of Tuesday, January 27, 2026 or on Wednesday,
January 28, 2026).
If a Severe Weather Signal is hoisted on Wednesday, January 28, 2026, physical H Share
certificates of 500,000 Offer Shares or more issued under your own name are available for
collection in person at the H Share Registrar’s office after the Severe Weather Signal is lowered
or cancelled (e.g. in the afternoon of Wednesday, January 28, 2026 or on Thursday, January 29,
2026).
Prospective investors should be aware that if they choose to receive physical H share
certificates issued in their own name, there may be a delay in receiving the H share
certificates.
F. ADMISSION OF THE H SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the H
Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement
in CCASS with effect from the date of commencement of dealings in the H Shares or any other
date HKSCC chooses. Settlement of transactions between Exchange Participants is required to
take place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC
Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS.
Y ou should seek the advice of your broker or other professional adviser for details of the
settlement arrangement as such arrangements may affect your rights and interests.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 381 –


--- page 392 ---
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 your personal data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure
that personal data supplied to the Company or its agents and the 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.
3. Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for
the following purposes:
 processing your application and refund cheque and White Form e-Refund payment
instruction(s), where applicable, verification of compliance with the terms and
application procedures set out in this prospectus and announcing results of
allocation of Hong Kong Offer Shares;
 compliance with applicable laws and regulations in Hong Kong and elsewhere;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 382 –


--- page 393 ---
 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);
 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;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 383 –


--- page 394 ---
 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 fulfil the purposes for which
the personal data were collected. Personal data which is no longer required will be destroyed
or dealt with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the
Laws of Hong Kong).
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether
the Company or the 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
– 384 –


--- page 395 ---
The following is the text of a report, prepared for inclusion in this prospectus, received
from the independent reporting accountants of the Company, Ernst & Young, Certified Public
Accountants, Hong Kong.
⭰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 BUSY MING GROUP CO., LTD., GOLDMAN SACHS (ASIA) L.L.C.
AND HUATAI FINANCIAL HOLDINGS (HONG KONG) LIMITED
Introduction
We report on the historical financial information of Busy Ming Group Co., Ltd. (the
“Company”) and its subsidiaries (together, the “Group”) set out on pages I-4 to I-81, 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 2022, 2023 and 2024 and the nine months ended 30 September 2025 (the
“Relevant Periods”), and the consolidated statements of financial position of the Group and the
statements of financial position of the Company as at 31 December 2022, 2023 and 2024 and
30 September 2025 and material accounting policy information and other explanatory
information (together, the “Historical Financial Information”). The Historical Financial
Information set out on pages I-4 to I-81 forms an integral part of this report, which has been
prepared for inclusion in the prospectus of the Company dated 20 January 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 (“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 396 ---
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the
reporting accountants’ judgement, including the assessment of risks of material misstatement
of the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountants consider internal control relevant to the entity’s
preparation of the Historical Financial Information that gives a true and fair view in accordance
with the basis of preparation set out in note 2.1 to the Historical Financial Information in order
to design procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. Our work also
included evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors, as well as evaluating the overall presentation of
the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the
accountants’ report, a true and fair view of the financial position of the Group and the Company
as at 31 December 2022, 2023 and 2024 and 30 September 2025 and of the financial
performance and cash flows of the Group for each of the Relevant Periods in accordance with
the basis of preparation set out in note 2.1 to the Historical Financial Information.
Review of interim comparative financial information
We have reviewed the interim comparative financial information of the Group which
comprises the consolidated statement of profit or loss and other comprehensive income,
statement of changes in equity and statement of cash flows for the nine months ended 30
September 2024 and other explanatory information (the “Interim Comparative Financial
Information”). The directors of the Company are responsible for the preparation and
presentation of the Interim Comparative Financial Information in accordance with the basis of
preparation set out in note 2.1 to the Historical Financial Information. Our responsibility is to
express a conclusion on the Interim Comparative Financial Information based on our review.
We conducted our review in accordance with Hong Kong Standard on Review Engagements
2410 Review of Interim Financial Information Performed by the Independent Auditor of the
Entity issued by the HKICPA. A review consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in accordance with
Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion. Based on our review, nothing has come to our
attention that causes us to believe that the Interim Comparative Financial Information, for the
purposes of the accountants’ report, is not prepared, in all material respects, in accordance with
the basis of preparation set out in note 2.1 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 397 ---
Report on matters under the Rules Governing the Listing of Securities on the Stock
Exchange and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-4 have been made.
Dividends
We refer to note 12 to the Historical Financial Information which contains information
about the dividends paid by the Company in respect of the Relevant Periods.
Ernst & Y oung
Certified Public Accountants
Hong Kong
20 January 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 398 ---
I. HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The financial statements of the Group for the Relevant Periods, on which the Historical
Financial Information is based, were audited by Ernst & Y oung in accordance with Hong Kong
Standards on Auditing issued by the HKICPA (the “Underlying Financial Statements”).
The Historical Financial Information is presented in Renminbi (“RMB”), which is 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-4 –


--- page 399 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Y ear ended 31 December
Nine months
ended 30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
REVENUE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 4,285,745 10,295,318 39,343,511 26,465,472 46,371,465
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,966,394) (9,522,979) (36,344,463) (24,565,683) (41,861,454)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118319,351 772,339 2,999,048 1,899,789 4,510,011
Other income and gains, and
other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 1,824 5,645 23,190 (8,359) 58,430
Selling and marketing
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(159,138) (325,209) (1,476,110) (978,670) (1,723,198)
Administrative expenses /H1118/H1118/H1118 (59,951) (117,660) (391,058) (234,675) (655,169)
Impairment losses on
financial assets, net /H1118/H1118/H1118/H1118/H1118 (125) 116 (123) (99) (3,296)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 (2,159) (2,899) (7,006) (5,000) (10,623)
Share of profits and losses
of associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 – (7,726) 4,293 5,821 3,696
PROFIT BEFORE TAX /H1118/H1118/H11187 99,802 324,606 1,152,234 678,807 2,179,851
Income tax expense /H1118/H1118/H1118/H1118/H1118/H111811 (28,151) (107,072) (323,078) (189,928) (621,069)
PROFIT AND TOTAL
COMPREHENSIVE
INCOME FOR THE
YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H111871,651 217,534 829,156 488,879 1,558,782
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118 71,651 217,428 833,701 493,424 1,558,782
Non-controlling interests /H1118 – 106 (4,545) (4,545) –
71,651 217,534 829,156 488,879 1,558,782
EARNINGS PER SHARE
ATTRIBUTABLE TO
ORDINARY EQUITY
HOLDERS OF THE
COMPANY, IN RMB
Basic /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 1.95 4.45 6.47 4.02 7.92
Diluted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 1.95 4.45 6.46 4.01 7.91
For the details of Pre-IPO Investments (as defined in note 29 to the Historical Financial
Information), please refer to note 29 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 400 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
As at
30 September
Notes 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H111814 18,222 53,403 158,041 328,440
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 51,606 238,899 355,709 392,404
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 – 2,250,400 2,250,400 2,250,400
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H111817 5,935 1,020,423 1,029,585 1,010,868
Investments in associates /H1118/H1118/H1118/H1118/H111818 – 61,674 75,967 99,663
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 28,746 102,707 159,565 91,481
Prepayments, other receivables
and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 65,983 76,105 24,974 44,137
Total non-current assets /H1118/H1118/H1118/H1118/H1118170,492 3,803,611 4,054,241 4,217,393
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 200,168 632,181 1,674,057 2,490,598
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 3,632 60,034 153,108 27,553
Prepayments, other receivables
and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 39,214 472,022 2,315,584 1,776,069
Financial assets at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H111823 50,370 – 30,105 –
Restricted cash and time
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 80,870 10,036 5,090 5,193
Cash and cash equivalents /H1118/H1118/H1118/H111824 388,268 1,720,850 1,936,034 3,028,411
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118762,522 2,895,123 6,113,978 7,327,824
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 117,805 602,121 1,495,020 1,488,458
Interest-bearing bank
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826 – – 491,000 –
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 48,508 404,662 763,216 744,025
Other payables and accruals /H1118/H1118/H111827 62,143 439,978 825,147 1,133,371
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 19,861 74,917 110,641 169,770
Tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,836 101,998 219,061 283,466
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118255,153 1,623,676 3,904,085 3,819,090
NET CURRENT ASSETS /H1118/H1118/H1118/H1118507,369 1,271,447 2,209,893 3,508,734
TOTAL ASSETS LESS
CURRENT LIABILITIES /H1118/H1118 677,861 5,075,058 6,264,134 7,726,127
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 401 ---
As at 31 December
As at
30 September
Notes 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT
LIABILITIES
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 31,831 66,679 147,269 137,212
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H111819 94 252,935 249,092 247,108
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 53,844 160,628 139,974 119,605
Total non-current liabilities /H1118/H1118 85,769 480,242 536,335 503,925
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118592,092 4,594,816 5,727,799 7,222,202
EQUITY
Equity attributable to owners
of the parent
Paid-in capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 5,495 15,299 24,716 –
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 – – – 200,000
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 586,597 4,572,269 5,703,083 7,022,202
592,092 4,587,568 5,727,799 7,222,202
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118– 7,248 – –
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118592,092 4,594,816 5,727,799 7,222,202
For the details of Pre-IPO Investments, please refer to note 29 to the Historical Financial
Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 402 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Y ear ended 31 December 2022
Attributable to owners of the parent
Paid-in
capital
Capital
reserve*
Equity-settled
share-based
payment
reserve*
Retained
profits* Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 29) (note 30) (note 30)
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,628 234,173 34,994 16,079 289,874
Profit and total comprehensive income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 71,651 71,651
Capital injection (note 29) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118867 219,856 – – 220,723
Equity-settled share-based payment
arrangements (note 32) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 9,844 – 9,844
At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,495 454,029 44,838 87,730 592,092
Y ear ended 31 December 2023
Attributable to owners of the parent
Paid-in
capital
Capital
reserve*
Statutory
reserve*
Equity-settled
share-based
payment
reserve*
Retained
profits* Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 29) (note 30) (note 30) (note 30)
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,495 454,029 – 44,838 87,730 592,092 – 592,092
Profit and total comprehensive income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 217,428 217,428 106 217,534
Dividends declared (note 12) /H1118/H1118/H1118/H1118/H1118– – – – (194,172) (194,172) – (194,172)
Capital injection (note 29) /H1118/H1118/H1118/H1118/H1118/H11182,010 798,130 – – – 800,140 – 800,140
Equity-settled share-based payment
arrangements (note 32) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 17,275 – 17,275 – 17,275
Transfer from retained profits /H1118/H1118/H1118/H1118/H1118– – 12,328 – (12,328) – – –
Acquisition of subsidiaries (note 31) /H1118 7,794 3,147,011 – – – 3,154,805 7,142 3,161,947
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,299 4,399,170 12,328 62,113 98,658 4,587,568 7,248 4,594,816
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 403 ---
Y ear ended 31 December 2024
Attributable to owners of the parent
Paid-in
capital
Capital
reserve*
Statutory
reserve*
Equity-settled
share-based
payment
reserve*
Retained
profits* Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 29) (note 30) (note 30) (note 30)
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,299 4,399,170 12,328 62,113 98,658 4,587,568 7,248 4,594,816
Profit and total comprehensive income
for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 833,701 833,701 (4,545) 829,156
Dividends declared (note 12) /H1118/H1118/H1118/H1118/H1118– – – – (32,279) (32,279) – (32,279)
Equity-settled share-based payment
arrangements (note 32) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 77,343 – 77,343 – 77,343
Transfer from retained profits /H1118/H1118/H1118/H1118/H1118– – 30 – (30) – – –
Capital injection (note 29) /H1118/H1118/H1118/H1118/H1118/H11189,417 274,929 – – – 284,346 – 284,346
Acquisition of non-controlling
interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (22,880) – – – (22,880) (2,703) (25,583)
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,716 4,651,219 12,358 139,456 900,050 5,727,799 – 5,727,799
Nine months ended 30 September 2024
Attributable to owners of the parent
Paid-in
capital
Capital
reserve*
Statutory
reserve*
Equity-settled
share-based
payment
reserve*
Retained
profits* Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 29) (note 30) (note 30) (note 30)
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,299 4,399,170 12,328 62,113 98,658 4,587,568 7,248 4,594,816
Profit and total comprehensive income
for the period (unaudited) /H1118/H1118/H1118/H1118/H1118– – – – 493,424 493,424 (4,545) 488,879
Equity-settled share-based payment
arrangements (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118– – – 42,090 – 42,090 – 42,090
Capital injection (unaudited) /H1118/H1118/H1118/H1118/H1118766 274,929 – – – 275,695 – 275,695
Acquisition of non-controlling
interests (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (22,880) – – – (22,880) (2,703) (25,583)
At 30 September 2024 (unaudited) /H1118/H111816,065 4,651,219 12,328 104,203 592,082 5,375,897 – 5,375,897
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 404 ---
Nine months ended 30 September 2025
Attributable to owners of the parent
Share
capital
Paid-in
capital
Capital
reserve*
Statutory
reserve*
Equity-settled
share-based
payment
reserve*
Retained
profits* Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 29) (note 29) (note 30) (note 30) (note 30)
At 1 January 2025 /H1118/H1118/H1118/H1118 – 24,716 4,651,219 12,358 139,456 900,050 5,727,799 – 5,727,799
Profit and total
comprehensive income
for the period /H1118/H1118/H1118/H1118/H1118– – – – – 1,558,782 1,558,782 – 1,558,782
Conversion into a joint
stock company
(note 29) /H1118/H1118/H1118/H1118/H1118/H1118/H111840,000 (24,716) 280 (12,328) – (3,236) – – –
Dividends declared
(note 12) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – (300,000) (300,000) – (300,000)
Capital injection (note 29) 2,105 – – – – – 2,105 – 2,105
Equity-settled share-based
payment arrangements
(note 32) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 233,516 – 233,516 – 233,516
Capitalisation of capital
reserve (note 29) /H1118/H1118/H1118/H1118157,895 – (157,895) – – – – – –
Transfer from retained
profits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 39,420 – (39,420) – – –
At 30 September 2025 /H1118/H1118200,000 – 4,493,604 39,450 372,972 2,116,176 7,222,202 – 7,222,202
* These reserve accounts comprise the consolidated reserves of RMB586,597,000, RMB4,572,269,000,
RMB5,703,083,000 and RMB7,022,202,000 in the consolidated statements of financial position as at
31 December 2022, 2023 and 2024 and 30 September 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 405 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended 31 December
Nine months
ended 30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
CASH FLOWS FROM OPERATING
ACTIVITIES
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899,802 324,606 1,152,234 678,807 2,179,851
Adjustments for:
Depreciation and impairment of items
of property, plant and equipment /H1118/H111814 8,700 8,904 24,591 16,630 32,081
Depreciation of right-of-use assets /H1118/H1118/H111815 16,613 32,076 105,814 72,109 116,390
Amortisation of other intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 947 3,726 15,974 10,900 14,455
Share-based payment expense /H1118/H1118/H1118/H1118/H1118/H111832 9,844 17,275 77,343 42,090 233,516
Loss/(gain) on disposal of items of
property, plant and equipment /H1118/H1118/H1118/H11187 139 79 (791) (391) (1,006)
Loss on disposal of other intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 –––– 12,710
(Gain)/loss on early termination of
leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 (172) (101) 202 (435) (724)
Fair value changes of financial assets
at fair value through profit or loss /H11186 (370) 1,946 (105) – –
Impairment losses/(reversal of
impairment losses) on trade
receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 123 (155) 96 (144) 75
Impairment losses on prepayments,
other receivables and other assets,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 2 39 27 243 3,221
Investment income on financial assets
at fair value through profit or loss /H1118 –––– (849)
Share of profits and losses of
associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 – 7,726 (4,293) (5,821) (3,696)
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (3,021) (8,608) (18,591) (14,703) (8,921)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 2,159 2,899 7,006 5,000 10,623
134,766 390,412 1,359,507 804,285 2,587,726
Increase in inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(150,213) (120,352) (1,041,876) (532,177) (816,541)
(Increase)/decrease in trade receivables /H1118 (2,521) (14,094) (93,170) (23,774) 125,480
(Increase)/decrease in prepayments, other
receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,621) (117,899) (1,826,623) (1,343,738) 535,428
(Increase)/decrease in restricted cash /H1118/H1118/H1118 (10,001) (35) 4,946 (52) (103)
Increase/(decrease) in trade payables /H1118/H1118/H1118 79,798 213,871 892,899 (96,247) (6,562)
Increase in other payables and accruals /H1118 33,005 125,599 384,440 518,979 301,696
Increase/(decrease) in contract liabilities /H1118 66,437 198,425 337,900 347,284 (39,560)
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,615 6,726 18,591 14,703 8,921
Cash flows from/(used in) operations /H1118/H1118/H1118
142,265 682,653 36,614 (310,737) 2,696,485
Tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(60,197) (93,131) (266,716) (193,004) (507,021)
Net cash flows from/(used in) operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111882,068 589,522 (230,102) (503,741) 2,189,464
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 406 ---
Y ear ended 31 December
Nine months
ended 30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from disposal of items of
property, plant and equipment /H1118/H1118/H1118/H1118/H1118 824 1,735 8,554 5,329 14,461
Purchase of items of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,176) (32,957) (141,011) (76,929) (221,682)
Purchase of other intangible assets /H1118/H1118/H1118/H111817 (5,756) (4,176) (25,156) (12,505) (8,448)
Purchases of and prepayments for right-
of-use assets – land use rights /H1118/H1118/H1118/H1118/H111815 – (91,956) – – –
Proceeds from disposal of other
intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 155 – 20 – –
Capital injection in associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (59,400) (10,000) (10,000) (30,000)
Acquisition of subsidiaries, net of cash
acquired /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 – 244,10 6–––
Proceeds from disposal of financial
assets at fair value through profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 50,370 60,000 60,000 410,954
Purchase of financial assets at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(50,000) – (90,000) (60,000) (380,000)
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118406 1,88 2–––
Placement of time deposits with original
maturity of more than three months
when acquired /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68,669) ––––
Proceeds from maturity of bank deposits
with original maturity of more than
three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 66,72 3–––
Advances of receivables due from
associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,600) (55,000) (25,000) –
Repayment of receivables due from
associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 25,400 25,400 20,800
Advances of loans to third parties /H1118/H1118/H1118/H1118 (10,800) – (25,000) (25,000) –
Repayment of loans from third parties /H1118/H1118 3,765 125 93,148 57,674 –
Net cash flows (used in)/from investing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(144,251) 174,852 (159,045) (61,031) (193,915)
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 407 ---
Y ear ended 31 December
Nine months
ended 30 September
Notes 2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
CASH FLOWS FROM FINANCING
ACTIVITIES
Capital injection /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118220,723 800,140 284,346 275,695 2,105
Dividends paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (194,172) (32,279) – (300,000)
Acquisition of non-controlling interests /H1118 – – (25,583) (25,583) –
Proceeds from interest-bearing bank
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 – – 491,000 – 509,000
Repayment of bank loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 –––– (1,000,000)
Interest paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 –––– (2,780)
Principal portion of lease payments /H1118/H1118/H1118/H111833 (15,668) (37,061) (106,512) (70,288) (103,289)
Interest portion of lease payments /H1118/H1118/H1118/H111833 (2,159) (2,899) (6,641) (5,000) (8,208)
Placement of restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,200) ––––
Maturity of restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,20 0–––
Net cash flows from/(used in) financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,696 568,208 604,331 174,824 (903,172)
NET INCREASE/(DECREASE) IN
CASH AND CASH EQUIV ALENTS /H1118 138,513 1,332,582 215,184 (389,948) 1,092,377
Cash and cash equivalents at beginning
of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249,755 388,268 1,720,850 1,720,850 1,936,034
CASH AND CASH EQUIV ALENTS A T
END OF YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 388,268 1,720,850 1,936,034 1,330,902 3,028,411
APPENDIX I ACCOUNTANTS’ REPORT
– I-13 –


--- page 408 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at 31 December
As at
30 September
Notes 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H111814 1,820 6,820 15,374 25,793
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 5,987 12,347 45,408 29,421
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 3,973 7,380 24,932 21,093
Investment in an associate /H1118/H1118/H1118/H1118/H1118/H1118/H111818 – 37,810 43,986 82,823
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H111818 24,688 3,170,693 3,266,934 3,281,776
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 11,105 46,092 38,607 26,179
Prepayments, other receivables
and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 63,047 67,448 6,193 15,483
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118110,620 3,348,590 3,441,434 3,482,568
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–6– 1
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 8,600 39
Prepayments, other receivables
and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 72,403 387,877 1,723,460 1,901,436
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 50,370 – 30,105 –
Restricted cash and time deposits /H1118/H1118/H111824 70,869 – – –
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H111824 171,728 1,046,445 153,193 1,109,030
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118365,370 1,434,328 1,915,358 3,010,506
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 237 940 3,457
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 256 38,298 38,702 35,069
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H111827 10,661 106,118 298,342 1,160,547
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 2,861 6,654 13,476 14,431
Tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118143 8,172 14,253 –
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,950 159,479 365,713 1,213,504
NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118351,420 1,274,849 1,549,645 1,797,002
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118462,040 4,623,439 4,991,079 5,279,570
NON-CURRENT LIABILITIES
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 3,235 4,706 29,388 13,641
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 94 247 636 –
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 1,021 112,816 92,056 67,112
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H11184,350 117,769 122,080 80,753
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118457,690 4,505,670 4,868,999 5,198,817
EQUITY
Equity attributable to owners
of the parent
Paid-in capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 5,495 15,299 24,716 –
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 – – – 200,000
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 452,195 4,490,371 4,844,283 4,998,817
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118457,690 4,505,670 4,868,999 5,198,817
APPENDIX I ACCOUNTANTS’ REPORT
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NOTES TO HISTORICAL FINANCIAL INFORMATION
1. CORPORATE AND GROUP INFORMATION
Busy Ming Group Co., Ltd. (the “Company”) was registered in the People’s Republic of China (the “PRC”)
as a limited liability company on 12 December 2019. In March 2025, the Company was converted into a joint stock
company with limited liability with registered capital of RMB40,000,000. In April 2025, the share capital of the
Company was increased to RMB200,000,000. The registered office of the Company is located at 33001-33006, Phase
II Business Complex Building Y unda Central Plaza, 567 Changsha Avenue Y uhua District, Changsha Hunan Province,
PRC.
During the Relevant Periods, the Company and its subsidiaries (together as the “Group”) were involved in the
sale of snacks and beverages as well as the provision of related services.
As at the date of this report, the Company had direct and indirect interests in its subsidiaries, all of which are
private limited liability companies. The particulars of principal subsidiaries are set out below:
Name
Place and date of
registration and
place of business
Issued ordinary/
registered share
capital
Percentage of equity
attributable to the
Company
Principal activitiesDirect Indirect
Changsha Busy Snacks Food Co.,
Ltd. (“ʮ
̡”) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
17 December 2019 RMB5,000,000 100% – Sale of products
Xiamen Super Ming Business
Management Co., Ltd. (“Ⴛ
ʮ̡”) (ii) /H1118/H1118
PRC/Mainland China
19 May 2023 RMB50,050,000 100% – Sale of products
Yichun Super Ming Food
Technology Co., Ltd. (“Ⴛ
ʮ̡”) (i) /H1118/H1118/H1118
PRC/Mainland China
9 June 2022 RMB1,015,740 100% – Sale of products
Wuhu Super Ming Business
Management Co., Ltd. (“ ጾಳႻ
ʮ̡”) (i) /H1118/H1118/H1118
PRC/Mainland China
6 January 2022 RMB1,000,000 100% – Sale of products
Guangzhou Zhaoyiming
Commercial Management Co.,
Ltd. (“ࠢ
ʮ̡”) (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
20 March 2023 RMB1,000,000 100% – Sale of products
Sichuan Busy Snacks Food Co.,
Ltd. (“ʮ
̡”) (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
7 October 2023 RMB5,000,000 100% – Sale of products
The above table lists the subsidiaries of the Company which, in the opinion of the directors, principally
affected the results for the Relevant Periods or formed a substantial portion of the net assets of the Group. To give
details of other subsidiaries would, in the opinion of the directors, result in particulars of excessive length.
The English names of the PRC companies above represent management’s best efforts in translating the Chinese
names of these companies as no English names have been registered.
Notes:
(i) No audited statutory financial statements of these companies have been prepared for the years ended 31
December 2022, 2023 and 2024.
(ii) No audited statutory financial statements of the company have been prepared for the years ended 31
December 2023 and 2024.
APPENDIX I ACCOUNTANTS’ REPORT
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2.1 BASIS OF PREPARATION
For ordinary shares issued to Pre-IPO Investors (as defined in note 29 to the Historical Financial Information),
pursuant to a supplemental agreement 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 liquidation
preferences, which are void ab initio as described in note 29 to the Historical Financial Information, having taking
into account the legal and regulatory framework of the Company’s jurisdiction and the governing law of the
supplementary agreement, the directors considered that it is appropriate to present the Pre-IPO Investments as equity
throughout the Relevant Periods. For the details of financial impacts, see note 29 to the Historical Financial
Information.
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 and in the period covered by the Interim Comparative
Financial Information.
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.
Basis of consolidation
The Historical Financial Information includes the financial statements of the Company and its subsidiaries for
the Relevant Periods and the nine months ended 30 September 2024. 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,
directly or indirectly, 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 (“OCI”) 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 (i) the assets (including goodwill) and liabilities
of the subsidiary, (ii) the carrying amount of any non-controlling interest and (iii) the cumulative translation
differences recorded in equity; and recognises (i) the fair value of the consideration received, (ii) the fair value of
any investment retained and (iii) any resulting surplus or deficit in profit or loss. The Group’s share of components
previously recognised in OCI is reclassified to profit or loss or retained profits, as appropriate, on the same basis as
would be required if the Group had directly disposed of the related assets or liabilities.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 411 ---
2.2 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS
The Group has not adopted the following new and amended standards that have been issued but are not yet
effective in the Historical Financial Information. The Group intends to apply these new and amended standards, if
applicable, when they become effective.
IFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial Statements
2
IFRS 19 and its amendments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability: Disclosures 2
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Amendments to the Classification and Measurement of
Financial Instruments 1
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Contracts Referencing Nature-dependent Electricity 1
Amendments to IFRS 10 and IAS 28 /H1118/H1118/H1118/H1118/H1118/H1118Sale or Contribution of Assets between an Investor and
its Associate or Joint V enture 3
Annual Improvements to IFRS Accounting
Standards – V olume 11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and
IAS 7 1
Amendments to IAS 21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Translation to a Hyperinflationary Presentation
Currency 2
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
The Group is in the process of making an assessment of the impact of these new and amended standards upon
initial application. IFRS 18 introduces new requirements on presentation within the statement of profit or loss,
including specific totals and subtotals. It also requires disclosure of management-defined performance measures in
a note and introduces new requirements for aggregation and disaggregation of financial information. The new
requirements are expected to impact the Group’s presentation of the statement of profit or loss and disclosures of the
Group’s financial performance. So far, the Group considers that the new and amended standards are unlikely to have
a significant impact on the Group’s results of operations and financial position.
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. Adjustments are made
to bring into line any dissimilar accounting policies that may exist.
The Group’s share of the post-acquisition results and other comprehensive income of an associate is included
in the consolidated statement of profit or loss and other comprehensive income. In addition, when there has been a
change recognised directly in the equity of the associate, the Group recognises its share of any changes, when
applicable, in the consolidated statement of changes in equity. Unrealised gains and losses resulting from transactions
between the Group and its associate are eliminated to the extent of the Group’s investment in the associate, except
where unrealised losses provide evidence of an impairment of the assets transferred. Goodwill arising from the
acquisition of the associate is included as part of the Group’s investment in the associate.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 412 ---
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.
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.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition
date. Contingent consideration classified as an asset or liability is measured at fair value with changes in fair value
recognised in profit or loss. Contingent consideration that is classified as equity is not remeasured and subsequent
settlement is accounted for within equity.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the
amount recognised for non-controlling interests and any fair value of the Group’s previously held equity interests in
the acquiree over the identifiable net assets acquired and liabilities assumed. If the sum of this consideration and
other items is lower than the fair value of the net assets acquired, the difference is, after reassessment, recognised
in profit or loss as a gain on bargain purchase.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is
tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying
value may be impaired. The Group performs its annual impairment test of goodwill as at 31 December. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated
to each of the Group’s cash-generating units, or groups of cash-generating units, that are expected to benefit from
the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those
units or groups of units.
Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash
generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit (group of
cash-generating units) is less than the carrying amount, an impairment loss is recognised. An impairment loss
recognised for goodwill is not reversed in a subsequent period.
Where goodwill has been allocated to a cash-generating unit (or group of cash-generating units) and part of
the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in
the carrying amount of the operation when determining the gain or loss on the disposal. Goodwill disposed of in these
circumstances is measured based on the relative value of the operation disposed of and the portion of the cash
generating unit retained.
Fair value measurement
The Group measures its certain of financial assets at fair value at the end of each reporting period. Fair value
is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the
transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability,
or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or
the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured
using the assumptions that market participants would use when pricing the asset or liability, assuming that market
participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 413 ---
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 Historical Financial Information
are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant
to the fair value measurement as a whole:
Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – based on valuation techniques for which the lowest level input that is significant to the
measurement is observable, either directly or indirectly
Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable
For assets and liabilities that are recognised in the Historical Financial Information on a recurring basis, the
Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation
(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each
reporting period.
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is required (other
than inventories, deferred tax assets 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.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. An
impairment loss is charged to profit or loss in the period in which it arises in those expense categories consistent with
the function of the impaired asset.
An assessment is made at the end of each reporting period as to whether there is an indication that previously
recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable
amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed only if there
has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher
than the carrying amount that would have been determined (net of any depreciation/amortisation) had no impairment
loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited to profit or loss
in the period in which it arises.
Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that person’s family and that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or of a parent of the Group;
or
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group;
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 414 ---
(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 associates of the same third party;
(iv) one entity is an associate of a third entity and the other entity is a joint venture 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:
Category Principal annual rates
(%)
Plant and machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.50
Motor vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823.70
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831.67
Office equipment and other equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819.00-31.67
Leasehold improvements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812.37-92.31
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 each financial year end.
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 mainly represents a building under construction, which is stated at cost less any
impairment losses, and is not depreciated. Cost comprises the direct costs of construction. Construction in progress
is reclassified to the appropriate category of property, plant and equipment when completed and ready for use.
APPENDIX I ACCOUNTANTS’ REPORT
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Intangible assets (other than goodwill)
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets
acquired in a business combination is the fair value at the date of acquisition. The useful lives of intangible assets
are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortised over the
useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be
impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are
reviewed at least at each financial year end.
Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the
cash generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an
indefinite life is reviewed annually to determine whether the indefinite life assessment continues to be supportable.
If not, the change in the useful life assessment from indefinite to finite is accounted for on a prospective basis.
Software
Software is stated at cost less any impairment losses and is amortised on the straight-line basis over its
estimated useful life of 3 to 5 years based on the Group’s past experiences and different purposes on usages of the
software and the authorised period for such uses.
Trademark
Trademark acquired in a business combination is recognised separately from goodwill and is initially
recognised at its fair value at the acquisition date. Trademark with infinite useful live is stated at its cost less any
impairment losses.
Customer relationship
Customer relationship acquired in a business combination is recognised at fair value at the acquisition date.
The customer relationship has a finite useful life and is carried at cost less accumulated amortisation. Amortisation
is calculated using the straight-line method over the expected useful life of the customer relationship, which is 10
years. The expected useful life is primarily related to services contracts, and is determined based on management’s
best estimate of the total period from which the benefits will be derived from the customer relationship.
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 any accumulated depreciation and any
impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets
includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at
or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a
straight-line basis over the shorter of the lease terms and the estimated useful lives of the assets as follows:
Warehouses, office premises and self-operated stores /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.0-8.0 years
Land use rights /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850.0 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
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(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. The
variable lease payments that do not depend on an index or a rate are recognised as an expense in the period
in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the
lease commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced
for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in 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) or a change in assessment of an option to purchase the underlying
asset.
(c) Short-term leases
The Group applies the short-term lease recognition exemption to its short-term leases of offices
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).
Lease payments on short-term leases 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, fair value
through other comprehensive income, and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash
flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that
do not contain a significant financing component or for which the Group has applied the practical expedient of not
adjusting the effect of a significant financing component, the Group initially measures a financial asset at its fair
value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables
that do not contain a significant financing component or for which the Group has applied the practical expedient are
measured at the transaction price determined under IFRS 15 in accordance with the policies set out for “Revenue
recognition” below.
In order for a financial asset to be classified and measured at amortised cost or fair value through other
comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest (SPPI)
on the principal amount outstanding. Financial assets with cash flows that are not SPPI are classified and measured
at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order
to generate cash flows. The business model determines whether cash flows will result from collecting contractual
cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held
within a business model with the objective to hold financial assets in order to collect contractual cash flows, while
financial assets classified and measured at fair value through OCI 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.
All regular way purchases and sales of financial assets are recognised on the trade date, that is, the date that
the Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial
assets that require delivery of assets within the period generally established by regulation or convention in the
marketplace.
APPENDIX I ACCOUNTANTS’ REPORT
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Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets measured at amortised cost
The Group measures financial assets at amortised cost if both of the following conditions are met:
 The financial asset is held within a business model with the objective to hold financial assets in order
to collect contractual cash flows; and
 The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) 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 statements of financial position at fair
value with net changes in fair value recognised in the statements of 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.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 418 ---
Impairment of financial assets
General approach
Expected credit losses (ECLs) are recognised in two stages. For credit exposures for which there has not been
a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12 months (a 12-month ECL). For those credit exposures for which
there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit
losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
At each reporting date, the Group assesses whether the credit risk on a financial instrument has increased
significantly since initial recognition. When making the assessment, the Group compares the risk of a default
occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial
instrument as at the date of initial recognition and considers reasonable and supportable information that is available
without undue cost or effort, including historical and forward-looking information. The Group considers that there
has been a significant increase in credit risk when contractual payments are more than 30 days past due.
The Group considers a financial asset in default when contractual payments are 90 days past due. However,
in certain cases, the Group may 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 except for trade receivables which apply the simplified
approach as detailed below.
Stage 1 – Financial instruments for which credit risk has not increased significantly since initial
recognition and for which the loss allowance is measured at an amount equal to 12-month
ECLs
Stage 2 – Financial instruments for which credit risk has increased significantly since initial
recognition but that are not credit-impaired financial assets and for which the loss
allowance is measured at an amount equal to lifetime ECLs
Stage 3 – Financial assets that are credit-impaired at the reporting date (but that are not purchased
or originated credit-impaired) and for which the loss allowance is measured at an amount
equal to lifetime ECLs
Simplified approach
For trade receivables 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.
APPENDIX I ACCOUNTANTS’ REPORT
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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 loans and borrowings and payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade payables, other payables and accruals, interest-bearing bank
borrowings and lease liabilities.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortised cost (loans and borrowings and payables)
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost,
using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are
stated at cost. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through
the effective interest rate amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance
costs in profit or loss.
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 the statements of profit or loss.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost of inventories is determined on the
weighted average method. Net realisable value is based on estimated selling prices less any estimated costs to be
incurred to sale. Costs necessary to make the sale include incremental costs directly attributable to the sale and
non-incremental costs which the Group must incur to make the sale.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 420 ---
Cash and cash equivalents
For the purpose of the consolidated statements of cash flows, cash and cash equivalents comprise cash on hand
and short term highly liquid investments that are readily convertible into known amounts of cash, are subject to an
insignificant risk of changes in value, and have a short maturity of generally within three months when acquired, less
bank overdrafts which are repayable on demand and form an integral part of the Group’s cash management.
For the purpose of the consolidated statements of financial position, cash and cash equivalents comprise cash
on hand and at banks, including assets similar in nature to cash, which are not restricted as to use.
Provisions
A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event
and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable
estimate can be made of the amount of the obligation.
When the effect of discounting is material, the amount recognised for a provision is the present value at the
end of each reporting period of the future expenditures expected to be required to settle the obligation. The increase
in the discounted present value amount arising from the passage of time is included in finance costs in the statements
of profit or loss.
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 reporting period, taking into consideration interpretations and practices prevailing in the countries in which the
Group has established business presence.
Deferred tax is provided, using the liability method, on all temporary differences at the end of each reporting
period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in
a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible
temporary differences; and
 in respect of taxable temporary differences associated with investments in subsidiaries and associates,
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, the carryforward of unused tax credits and
unused tax losses can be utilised, except:
 when the deferred tax asset relating to the deductible temporary differences arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise
to equal taxable and deductible temporary differences; and
 in respect of deductible temporary differences associated with investments in subsidiaries and
associates, 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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 421 ---
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 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 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 at the end of each 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.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of goods or services is transferred to the
customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those
goods or services. The Group has concluded that it is acting as a principal in primarily all of its revenue arrangements
because it typically controls the goods or services before transferring them to the customer.
The Group primarily generates its revenue from sale of goods and provision of related services. Further details
of the Group’s revenue recognition policies are as follows:
(a) Sale of goods
Revenue from the sale of goods is recognised at the point in time when control of the asset is transferred
to the customer. When goods are sold to franchised stores, revenue is recognised on delivery of the goods.
When goods are sold to end-customers via self-operated stores, revenue is recognised when the end-customer
takes possession of the goods.
Membership loyalty programme
The Group operated a membership loyalty programme, which allowed end-customers to accumulate
loyalty points when they purchase products. Under IFRS 15, the membership loyalty programme gives rise to
a separate performance obligation because it provides a material right to the end-customers and the Group
allocated a portion of the transaction price to the loyalty points awarded to end-customers based on the relative
stand-alone selling price. The amount allocated to the loyalty programme is deferred, and is recognised as
revenue when loyalty points are redeemed or expired.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 422 ---
(b) Provision of related services
The Group provides management, technology and training services to the customers during the service
period through which customers enjoy benefits such as business operation support and information technology
support and training services. Revenue from the provision of technology and training services is recognised
over time because the customer simultaneously receives and consumes the benefits provided by the Group.
The Group provides loading and unloading services and commission-based intermediary services to
snacks and beverages suppliers. Revenue from the provision of loading and unloading services and
commission-based intermediary services are recognised at the point in time.
Other income
Interest income is recognised on an accrual basis using the effective interest method by applying the rate that
exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter
period, when appropriate, to the net carrying amount of the financial asset.
Contract liabilities
A contract liability is recognised when a payment is received 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).
Share-based payments
The Company operates a share award arrangement for the purpose of providing incentives and rewards to
eligible participants who contribute to the success of the Group’s operations. Employees (including directors) of the
Group receive remuneration in the form of share-based payments, whereby employees render services in exchange
for equity instruments and restricted shares (“RSs”) (“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 reporting period until the vesting
date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity
instruments that will ultimately vest. The charge or credit to profit or loss for a period represents the movement in
the cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date
fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate
of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the
grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are
considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead
to an immediate expensing of an award unless there are also service and/or performance conditions. The dilutive
effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 423 ---
Other employee benefits
Pension scheme
The employees of the Group’s subsidiaries which operate in Mainland China are required to participate in a
central pension scheme operated by the local municipal government. The Group is required to contribute a certain
percentage of their payroll costs to the central pension scheme. A defined contribution plan is a post-employment
benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or
constructive obligation to pay further amounts. The contributions are charged to profit or loss as they become payable
in accordance with the rules of the central pension scheme.
Borrowing costs
All 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.
3. SIGNIFICANT ACCOUNTING JUDGEMENT 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.
Judgement
In the process of applying the Group’s accounting policies, management has made the following judgement,
apart from those involving estimations, which has the most significant effect on the amounts recognised in the
Historical Financial Information:
Deferred tax assets
Deferred tax assets are recognised for all deductible temporary differences, and the carryforward of unused tax
credits and unused tax losses, 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.
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. Further
details are included in note 19 to the Historical Financial Information.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each
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.
Membership loyalty programme
The Group offers a membership loyalty programme, under which customers who joined the membership are
able to accumulate loyalty points through purchases of goods and could redeem these loyalty points for free goods.
The Group accrues for contract liability as members accumulate points based on the estimated stand-alone selling
price of the loyalty points expected to be redeemed. When members redeem loyalty points, the accrued contract
liability is reduced correspondingly. The Group estimates the percentage of loyalty points that may be redeemed by
end-customers with reference to the historical information, market practice and the subsequent usage of loyalty
points. The estimation is updated on a semi-annual basis and any adjustments to the contract liability balance are
charged against revenue. The carrying amounts of contract liabilities accrued for loyalty points are disclosed in note
28 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 424 ---
Fair value assessment of the identified trademarks and customer relationships and the recognition of goodwill
arising from business combinations
Significant judgements and estimates were involved in the fair value assessment of the identified trademarks
and customer relationships and the recognition of goodwill arising from business combinations. These significant
judgements and estimates include the adoption of appropriate valuation methodologies and the use of key
assumptions in the valuation (mainly annual revenue growth rates, gross profit margins, discount rates and expected
useful lives of the trademark and customer relationships). See notes 17 and 31 to the Historical Financial Information
for more details.
Impairment of goodwill and intangible asset with indefinite useful life
The Group determines whether the goodwill and the intangible asset with indefinite useful life are impaired
at least on an annual basis. This requires an estimation of the value in use of the cash-generating unit to which the
goodwill is allocated and in which the intangible asset with indefinite useful life is included. Estimating the value
in use requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and
also to choose a suitable discount rate in order to calculate the present value of those cash flows. The carrying
amounts of goodwill at 31 December 2022, 2023 and 2024 and 30 September 2025 were nil, RMB2,250,400,000,
RMB2,250,400,000 and RMB2,250,400,000 and the carrying amounts of the intangible asset with indefinite useful
life at 31 December 2022, 2023 and 2024 and 30 September 2025 were nil, RMB902,880,000, RMB902,880,000 and
RMB902,880,000. Further details are given in note 16 to the Historical Financial Information.
Fair value measurement of share-based payments
The Group has granted RSs to the Group’s employees during the Relevant Periods. The fair values of the RSs
were determined through the application of the discounted cash flow (“DCF”) model at the grant dates. Significant
estimates on assumptions, including the future cash flows and discount rates, were made by the board of directors
of the Company. Further details are included in note 32 to the Historical Financial Information.
4. OPERATING SEGMENT INFORMATION
No operating segment information is presented as the Group’s revenue and reported results during each of the
Relevant Periods and the nine months ended 30 September 2024, and the Group’s total assets as at 31 December 2022,
2023 and 2024 and 30 September 2025 were derived from one single operating segment.
Geographical information
As the Group generated all of its revenues in the PRC and all the non-current assets of the Group were in the
PRC during each of the Relevant Periods and the nine months ended 30 September 2024, no further geographical
information is presented.
Information about major customers
No sales to a single customer accounted for more than 10% of the Group’s total revenue during each of the
Relevant Periods and the nine months ended 30 September 2024.
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 425 ---
5. REVENUE
Revenue represents income from sale of goods to customers and provision of related services during the
Relevant Periods and the nine months ended 30 September 2024.
(i) Disaggregated revenue information
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue from contracts
with customers
Sale of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,274,005 10,260,781 39,151,038 26,353,827 46,045,803
Provision of related
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,740 34,537 192,473 111,645 325,662
Total revenue from
contracts with
customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,285,745 10,295,318 39,343,511 26,465,472 46,371,465
Timing of revenue
recognition
At a point in time /H1118/H1118/H1118/H1118/H1118/H11184,274,372 10,264,071 39,266,980 26,411,013 46,292,253
Over time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,373 31,247 76,531 54,459 79,212
Total revenue from
contracts with
customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,285,745 10,295,318 39,343,511 26,465,472 46,371,465
The following table illustrates the amounts of revenue recognised that were included in the contract liabilities
at the beginning of each of the Relevant Periods and the nine months ended 30 September 2024:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Sale of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,787 30,371 273,631 243,268 639,368
Provision of related
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,485 18,137 68,196 50,171 72,590
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,272 48,508 341,827 293,439 711,958
(ii) Performance obligations
Information about the Group’s performance obligations is summarised below:
Sale of goods
When goods are sold to franchised stores, performance obligation is satisfied when goods are delivered to
customers. For majority of such sales transactions, customers make advance payments before the goods are delivered
to them. When goods are sold to end-customers via self-operated stores, performance obligation is satisfied when the
end-customer takes possession of the goods and payment is received at the same time.
End-customers are entitled to loyalty points according to the membership loyalty programme which results in
allocation of a portion of the transaction price to the loyalty points entitled by end-customers. Revenue is recognised
when loyalty points are redeemed or expired.
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 426 ---
Provision of related services
The performance obligation of management, technology and training service is satisfied over time when
services are rendered. Generally, these services contracts are for periods of three or five years and payment in
advance is normally required.
The performance obligation of loading and unloading services and commission-based intermediary services is
satisfied upon completion of services. These service contracts are billed and payable within 1 month after completion
of the services.
The amounts of transaction prices allocated to the remaining performance obligations (unsatisfied or partially
unsatisfied) as at the end of each of the Relevant Periods are as follows:
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Amounts expected to be
recognised as revenue:
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,508 404,662 763,216 744,025
After one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,844 160,628 139,974 119,605
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118102,352 565,290 903,190 863,630
The amounts of transaction prices allocated to the remaining performance obligations which are expected to
be recognised as revenue after one year relate to services, of which the performance obligations are to be satisfied
within two to four years. Except for the membership loyalty programme, the Group does not have variable
consideration which is constrained and not included in the amounts disclosed above.
6. OTHER INCOME AND GAINS, AND OTHER EXPENSES
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,021 8,608 18,591 14,703 8,921
Government grants* /H1118/H1118/H1118/H1118/H1118850 325 22,568 2,763 29,885
Fair value changes of
financial assets at fair
value through profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118370 (1,946) 105 – –
Compensation received /H1118/H1118/H11182,591 6,700 21,183 10,617 19,496
Donations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(176) (6,894) (7,769) (7,355) (2,019)
Impairment of construction
in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,287) ––––
Foreign exchange
differences, net /H1118/H1118/H1118/H1118/H1118/H1118(2,055) 504 136 135 (180)
(Provision)/reversal of
provision for ongoing
litigation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (30,200) (30,200) 20,400
Loss on disposal of other
intangible assets /H1118/H1118/H1118/H1118/H1118–––– (12,710)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118510 (1,652) (1,424) 978 (5,363)
1,824 5,645 23,190 (8,359) 58,430
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 427 ---
* The government grants related to income mainly represent incentives received from the local
government in connection with certain financial support to local business enterprises for the purpose of
encouraging business development. These grants are recognised in profit or loss upon receipt of these
grants. There are no unfulfilled conditions or contingencies relating to these grants.
For the details of Pre-IPO Investments, please refer to note 29 to the Historical Financial Information.
7. PROFIT BEFORE TAX
The Group’s profit before tax is arrived at after charging/(crediting):
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cost of inventories
sold /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,889,006 9,337,028 35,539,483 24,046,648 40,961,975
Transportation
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111861,951 143,249 614,604 416,730 677,405
Depreciation of right-
of-use assets /H1118/H1118/H1118/H1118/H111815 16,613 32,076 105,814 72,109 116,390
Depreciation of
property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111814 5,413 8,904 24,591 16,630 32,081
Amortisation of other
intangible assets /H1118/H1118/H111817 947 3,726 15,974 10,900 14,455
Auditor’s
remuneration /H1118/H1118/H1118/H1118/H1118 330 4,429 7,071 5,344 7,100
Listing expense /H1118/H1118/H1118/H1118/H1118 – – 6,144 – 17,565
Employee benefit
expense:
Wages and salaries
and other benefits /H1118 97,082 189,190 756,887 473,205 907,078
Pension scheme
contributions* /H1118/H1118/H1118 5,578 11,460 38,089 24,591 46,802
Share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H111832 9,844 17,275 77,343 42,090 233,516
Expenses relating to
short-term leases /H1118/H1118/H111815 5,817 8,472 39,375 35,588 32,884
Impairment
losses/(reversal of
impairment losses)
on trade receivables,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 123 (155) 96 (144) 75
Impairment losses on
financial assets
included in
prepayments, other
receivables and other
assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118 2 39 27 243 3,221
Loss/(gain) on disposal
of items of property,
plant and equipment /H1118 139 79 (791) (391) (1,006)
Loss on disposal of
other intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 12,710
* There are no forfeited contributions that may be used by the Group as the employer to reduce the
existing level of contributions
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 428 ---
8. FINANCE COSTS
An analysis of finance costs is as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Interest on bank loans /H1118/H1118/H1118 – – 365 – 2,415
Interest on lease liabilities /H1118 2,159 2,899 6,641 5,000 8,208
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,159 2,899 7,006 5,000 10,623
9. DIRECTORS’, CHIEF EXECUTIVE’S AND SUPERVISORS’ REMUNERATION
The remuneration of each of the Company’s directors and supervisors as recorded in each of the Relevant
Periods and the nine months ended 30 September 2024 is set out below:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Other emoluments:
Salaries, allowances and
benefits in kind /H1118/H1118/H1118/H11187,167 5,442 9,816 5,668 6,294
Equity-settled share-
based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 1,715 10,820 8,117 138,079
Pension scheme
contributions /H1118/H1118/H1118/H1118/H1118/H1118105 177 391 291 408
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,282 7,334 21,027 14,076 144,781
(a) Independent non-executive directors
On 27 April 2025, Ms.Peng Hui, Mr.Qiu Huang and Ms.Wu Qianhui were appointed as independent
non-executive directors of the Company. There were no fees and other emoluments paid to the independent
non-executive directors during the Relevant Periods and the nine months ended 30 September 2024.
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 429 ---
(b) Executive directors, non-executive directors and supervisors
Details of the emoluments paid or payable to the chief executive, executive directors, non-executive directors
and supervisors of the Company for their services provided to the Group during the Relevant Periods and the nine
months ended 30 September 2024 are as follows:
Y ear ended 31 December 2022
Fees Salaries
Allowances
and benefits
in kind
Pension
scheme
contributions
Equity-settled
share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Chief executive and
executive directors:
Mr. Y an Zhou (note iv) /H1118/H1118/H1118/H1118– 1,388 1 35 10 1,434
Mr. Li Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,388 1 35 – 1,424
Mr. Liu Wei (note v) /H1118/H1118/H1118/H1118/H1118– 4,388 1 35 – 4,424
Non-executive directors:
Mr. Guo Shanshan (note v) /H1118 ––––––
Mr. Han Rui (note iii) /H1118/H1118/H1118/H1118––––––
– 7,164 3 105 10 7,282
Y ear ended 31 December 2023
Fees Salaries
Allowances
and benefits
in kind
Pension
scheme
contributions
Equity-settled
share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Chief executive and
executive directors:
Mr. Y an Zhou (note iv) /H1118/H1118/H1118/H1118– 973 1 43 10 1,027
Mr. Zhao Ding (note i) /H1118/H1118/H1118/H1118– 1 1 3–8– 1 2 1
Mr. Wang Y utong (note i) /H1118/H1118 – 71 – 6 1,679 1,756
Mr. Wang Ping’an (note i) /H1118/H1118 –8 0 –1 1 –9 1
Mr. Li Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 973 1 49 – 1,023
Mr. Zhang Xiyang (note ii)
(note v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 35 – 4 26 65
Mr. Zhu Lang (note i)
(note v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1 6 1–2– 1 6 3
Mr. Liu Wei (note v) /H1118/H1118/H1118/H1118/H1118– 2,973 1 49 – 3,023
Supervisor:
Mr. Zhang Jiang (note i)
(note vi) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5 915– 6 5
Non-executive directors:
Mr. Y ang Cheng (note i) /H1118/H1118/H1118 ––––––
Mr. Shi Jubin (note ii)
(note v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Guo Shanshan (note v) /H1118 ––––––
Mr. Han Rui (note iii) /H1118/H1118/H1118/H1118––––––
– 5,438 4 177 1,715 7,334
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 430 ---
Y ear ended 31 December 2024
Fees Salaries
Allowances
and benefits
in kind
Pension
scheme
contributions
Equity-settled
share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Chief executive and
executive directors:
Mr. Y an Zhou (note iv) /H1118/H1118/H1118/H1118– 1,213 5 43 10 1,271
Mr. Zhao Ding (note i) /H1118/H1118/H1118/H1118– 1,236 – 48 – 1,284
Mr. Wang Y utong (note i) /H1118/H1118 – 932 1 36 10,076 11,045
Mr. Wang Ping’an (note i) /H1118/H1118 – 1,211 1 42 – 1,254
Mr. Li Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,213 5 50 – 1,268
Mr. Zhu Lang (note i)
(note v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,207 5 50 – 1,262
Mr. Zhang Xiyang (note ii)
(note v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 825 1 36 734 1,596
Mr. Liu Wei (note v) /H1118/H1118/H1118/H1118/H1118– 1,213 5 50 – 1,268
Supervisor:
Mr. Zhang Jiang (note i)
(note vi) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 738 5 36 – 779
Non-executive directors:
Mr. Y ang Cheng (note i) /H1118/H1118/H1118 ––––––
Mr. Shi Jubin (note ii)
(note v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Guo Shanshan (note v) /H1118 ––––––
– 9,788 28 391 10,820 21,027
Nine months ended 30 September 2024 (unaudited)
Fees Salaries
Allowances
and benefits
in kind
Pension
scheme
contributions
Equity-settled
share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Chief executive and
executive directors:
Mr. Y an Zhou (note iv) /H1118/H1118/H1118/H1118– 730 5 37 10 782
Mr. Zhao Ding (note i) /H1118/H1118/H1118/H1118– 935 – 36 – 971
Mr. Wang Y utong (note i) /H1118/H1118 – 451 1 26 7,557 8,035
Mr. Wang Ping’an (note i) /H1118/H1118 – 727 1 29 – 757
Mr. Li Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 730 5 37 – 772
Mr. Zhu Lang (note i)
(note v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 725 5 37 – 767
Mr. Zhang Xiyang (note ii)
(note v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 331 1 26 550 908
Mr. Liu Wei (note v) /H1118/H1118/H1118/H1118/H1118– 730 5 37 – 772
Supervisor:
Mr. Zhang Jiang (note i)
(note vi) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 281 5 26 – 312
Non-executive directors:
Mr. Y ang Cheng (note i) /H1118/H1118/H1118 ––––––
Mr. Shi Jubin (note ii)
(note v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Guo Shanshan (note v) /H1118 ––––––
– 5,640 28 291 8,117 14,076
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 431 ---
Nine months ended 30 September 2025
Fees Salaries
Allowances
and benefits
in kind
Pension
scheme
contributions
Equity-settled
share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Chief executive and
executive directors:
Mr. Y an Zhou (note iv) /H1118/H1118/H1118/H1118– 730 1 37 94,955 95,723
Mr. Zhao Ding (note i) /H1118/H1118/H1118/H1118– 904 1 37 – 942
Mr. Wang Y utong (note i) /H1118/H1118 – 723 1 89 36,798 37,611
Mr. Wang Ping’an (note i) /H1118/H1118 – 730 1 37 – 768
Mr. Li Wei /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 730 1 37 – 768
Mr. Zhu Lang (note i)
(note v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 322 – 17 – 339
Mr. Zhang Xiyang (note ii)
(note v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 168 – 13 367 548
Mr. Liu Wei (note v) /H1118/H1118/H1118/H1118/H1118– 324 – 17 – 341
Supervisors:
Mr. Zhang Jiang (note i)
(note vi) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1 0 7–8– 1 1 5
Mr. Gong Zhong (note vii) /H1118 – 333 1 23 642 999
Ms. Zhou Y ue (note vii) /H1118/H1118/H1118 – 1,160 – 82 5,317 6,559
Ms. Gao Yingjie (note vii) /H1118/H1118 –5 6 11 1 –6 8
Non-executive directors:
Mr. Y ang Cheng (note i) /H1118/H1118/H1118 ––––––
Mr. Shi Jubin (note ii)
(note v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––
Mr. Guo Shanshan (note v) /H1118 ––––––
Mr. Su Kai (note viii) /H1118/H1118/H1118/H1118––––––
– 6,287 7 408 138,079 144,781
The fair values of the restricted shares, which had been recognised in profit or loss over the vesting periods,
were determined as at the dates of grant and the amounts included in profit or loss for each of the Relevant Periods
and the nine months ended 30 September 2024 are included in the above executive directors’, non-executive
directors’ and supervisors’ remuneration disclosures.
There was no arrangement under which a director, the chief executive and a supervisor waived or agreed to
waive any remuneration during the Relevant Periods and the nine months ended 30 September 2024.
(note i) Mr. Zhao Ding, Mr. Wang Y utong, Mr. Wang Ping’an, Mr. Zhang Jiang, Mr. Zhu Lang, Mr. Y ang
Cheng were appointed on 9 November 2023.
(note ii) Mr. Zhang Xiyang and Mr. Shi Jubin were appointed on 28 December 2023.
(note iii) Mr. Han Rui resigned on 10 November 2023.
(note iv) Mr. Y an Zhou is the chief executive during the Relevant Periods.
(note v) Mr. Zhang Xiyang, Mr. Zhu Lang, Mr. Liu Wei, Mr. Guo Shanshan and Mr. Shi Jubin resigned on
25 April 2025.
(note vi) Mr. Zhang Jiang resigned on 17 March 2025.
(note vii) Mr. Gong Zhong, Ms. Zhou Y ue, Ms. Gao Yingjie were appointed on 17 March 2025.
(note viii) Mr. Su Kai was appointed on 25 April 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-37 –


--- page 432 ---
10. FIVE HIGHEST PAID EMPLOYEES
The five individuals with the highest emoluments in the Group during the Relevant Periods and the nine
months ended 30 September 2024 include three, four, one, three and one directors or supervisor, respectively, details
of whose remuneration are set out in note 9 above. Details of the remuneration of the two, one, four, two and four
highest paid employees who are not a director, a chief executive or a supervisor of the Company for the Relevant
Periods and the nine months ended 30 September 2024 are as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries, allowances and
benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118759 451 8,921 2,260 1,668
Discretionary bonuses /H1118/H1118/H1118 45 34 127 100 70
Equity-settled share-based
payment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,596 1,596 8,176 8,373 44,238
2,400 2,081 17,224 10,733 45,976
The numbers of non-director, non-chief executive and non-supervisor highest paid employees whose
remuneration fell within the following bands are as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
(Unaudited)
Nil to HKD1,000,000 /H1118/H1118/H1118/H1118 1––––
HKD1,500,001 to
HKD2,000,000 /H1118/H1118/H1118/H1118/H1118/H1118–––1–
HKD2,000,001 to
HKD2,500,000 /H1118/H1118/H1118/H1118/H1118/H1118111––
HKD2,500,001 to
HKD3,000,000 /H1118/H1118/H1118/H1118/H1118/H1118––11–
HKD3,000,001 to
HKD3,500,000 /H1118/H1118/H1118/H1118/H1118/H1118–––1–
HKD4,000,001 to
HKD4,500,000 /H1118/H1118/H1118/H1118/H1118/H1118–––1–
HKD5,500,001 to
HKD6,000,000 /H1118/H1118/H1118/H1118/H1118/H1118––1––
HKD6,500,001 to
HKD7,000,000 /H1118/H1118/H1118/H1118/H1118/H1118––––1
HKD8,000,001 to
HKD8,500,000 /H1118/H1118/H1118/H1118/H1118/H1118––1––
HKD43,000,001 to
HKD43,500,000 /H1118/H1118/H1118/H1118/H1118––––1
21442
APPENDIX I ACCOUNTANTS’ REPORT
– I-38 –


--- page 433 ---
11. INCOME TAX
The Group is subject to income tax on an entity basis on profits arising in or derived from the tax jurisdictions
in which members of the Group are domiciled or operate.
PRC enterprise income tax
Under the Law of the PRC on Enterprise Income Tax (the “EIT Law”) and Implementation Regulation of the
EIT Law, the EIT rate of the Group’s PRC subsidiaries is 25% unless subject to tax exemption set out below.
Certain of the Group’s PRC subsidiaries are qualified as small and micro enterprises and were entitled to a
preferential EIT rate of 2.5% for the taxable income below RMB1 million and a preferential EIT rate of 5% for the
taxable income between RMB1 million and RMB3 million for the year ended December 31, 2022, while entitled to
a preferential EIT rate of 5% for the taxable income below RMB3 million for the years ended December 31, 2023,
2024 and the nine months ended September 30, 2024 and 2025.
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current income tax /H1118/H1118/H1118/H1118/H111847,212 143,077 383,779 268,581 554,969
Deferred tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(19,061) (36,005) (60,701) (78,653) 66,100
Total tax charge for the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,151 107,072 323,078 189,928 621,069
A reconciliation of the tax expense applicable to profit before tax at the statutory rate for the jurisdiction in
which the Company and the majority of its subsidiaries are domiciled to the tax expense at the effective tax rate is
as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H111899,802 324,606 1,152,234 678,807 2,179,851
Tax at the PRC EIT rate of
25% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,951 81,152 288,058 169,702 544,963
Effect of preferential tax
rates of subsidiaries /H1118/H1118/H1118 (911) (326) – – 4,320
Adjustment of current
income tax for previous
periods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (274)
Share of profits and losses
of associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,932 (1,073) (1,455) (924)
Super deduction for people
with disabilities /H1118/H1118/H1118/H1118/H1118/H1118– (293) (504) (343) (382)
Expenses not deductible
for tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118392 15,617 9,793 4,528 6,651
Tax losses and temporary
differences not
recognised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,719 8,990 26,804 17,496 66,715
Tax charge at the effective
rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,151 107,072 323,078 189,928 621,069
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 434 ---
12. DIVIDENDS
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Dividends declared by the
Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 194,172 32,279 – 300,000
On 9 November 2023, the Company declared dividends of RMB194,172,000 to its shareholders, which were
paid in November 2023.
On 29 November 2024, the Company declared dividends of RMB32,279,000 to its shareholders, which were
paid in November 2024.
On 12 March 2025, the Company declared dividends of RMB300,000,000 to its shareholders, which was paid
in April 2025.
13. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY
The calculation of the basic earnings per share amount is based on profit for the year/period attributable to
owners of the parent, and the weighted average number of ordinary shares outstanding during the Relevant Periods
and the nine months ended 30 September 2024.
In March 2025, the paid-in capital of the Company had been fully converted into ordinary shares upon
transformation of the Company into a joint stock company (note 29). In April 2025, the Company capitalised its
capital reserve by issuing approximately 3.75 additional shares for every 1 share held by all shareholders (note 29).
The weighted average number of ordinary shares outstanding have been retroactively adjusted to reflect the
post-capitalisation share count, incorporating both the share structure reform and capitalisation adjustments.
The calculation of the diluted earnings per share amount is based on the profit for the year/period attributable
to owners of the parent. The weighted average number of ordinary shares used in the calculation is the number of
ordinary shares in issue outstanding during the year/period, as used in the basic earnings per share calculation, and
the weighted average number of ordinary shares assumed to have been issued at no consideration on the deemed
exercise or conversion of all dilutive potential ordinary shares into ordinary shares.
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
(Unaudited)
Earnings
Profit attributable to
owners of the parent,
used in the basic
earnings per share
calculation (RMB’000) /H1118 71,651 217,428 833,701 493,424 1,558,782
Shares
Weighted average number
of ordinary shares
outstanding, used in the
basic earnings per share
calculation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,689,489 48,859,321 128,926,063 122,885,578 196,851,852
Effect of dilution –
weighted average
number of ordinary
shares:
Share options issued by
the Company /H1118/H1118/H1118/H1118/H1118/H1118– – 63,486 19,606 98,988
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,689,489 48,859,321 128,989,549 122,905,184 196,950,840
For the details of Pre-IPO Investments, please refer to note 29 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 435 ---
14. PROPERTY, PLANT AND EQUIPMENT
Group
Plant and
machinery
Motor
vehicles
Electronic
equipment
Office
equipment
and other
equipment
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2022
At 1 January 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,199 5,538 3,953 494 1,513 3,552 17,249
Accumulated depreciation
and impairment /H1118/H1118/H1118/H1118/H1118(137) (1,524) (671) (87) (47) – (2,466)
Net carrying amount /H1118/H1118/H1118/H11182,062 4,014 3,282 407 1,466 3,552 14,783
At 1 January 2022, net of
accumulated depreciation
and impairment /H1118/H1118/H1118/H1118/H1118/H11182,062 4,014 3,282 407 1,466 3,552 14,783
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,767 1,075 5,027 1,075 3,158 – 13,102
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(281) (1,467) (1,927) (173) (1,565) – (5,413)
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– – (3,287) (3,287)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (41) (246) – (411) (265) (963)
At 31 December 2022, net of
accumulated depreciation
and impairment /H1118/H1118/H1118/H1118/H1118/H11184,548 3,581 6,136 1,309 2,648 – 18,222
At 31 December 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,966 6,532 8,634 1,569 4,260 3,287 29,248
Accumulated depreciation
and impairment /H1118/H1118/H1118/H1118/H1118(418) (2,951) (2,498) (260) (1,612) (3,287) (11,026)
Net carrying amount /H1118/H1118/H1118/H11184,548 3,581 6,136 1,309 2,648 – 18,222
Plant and
machinery
Motor
vehicles
Electronic
equipment
Office
equipment
and other
equipment
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,966 6,532 8,634 1,569 4,260 3,287 29,248
Accumulated depreciation
and impairment /H1118/H1118/H1118/H1118/H1118(418) (2,951) (2,498) (260) (1,612) (3,287) (11,026)
Net carrying amount /H1118/H1118/H1118/H11184,548 3,581 6,136 1,309 2,648 – 18,222
At 1 January 2023, net of
accumulated depreciation
and impairment /H1118/H1118/H1118/H1118/H1118/H11184,548 3,581 6,136 1,309 2,648 – 18,222
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,700 202 5,082 1,099 8,894 5,816 30,793
Acquisition of subsidiaries /H1118/H1118 7,995 1,238 2,273 1,831 1,769 – 15,106
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(695) (1,585) (2,952) (669) (3,003) – (8,904)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(230) (59) (271) (167) (1,087) – (1,814)
At 31 December 2023, net of
accumulated depreciation
and impairment /H1118/H1118/H1118/H1118/H1118/H111821,318 3,377 10,268 3,403 9,221 5,816 53,403
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,415 7,886 15,637 4,268 12,858 5,816 68,880
Accumulated depreciation
and impairment /H1118/H1118/H1118/H1118/H1118(1,097) (4,509) (5,369) (865) (3,637) – (15,477)
Net carrying amount /H1118/H1118/H1118/H111821,318 3,377 10,268 3,403 9,221 5,816 53,403
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 436 ---
Plant and
machinery
Motor
vehicles
Electronic
equipment
Office
equipment
and other
equipment
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,415 7,886 15,637 4,268 12,858 5,816 68,880
Accumulated depreciation
and impairment /H1118/H1118/H1118/H1118/H1118(1,097) (4,509) (5,369) (865) (3,637) – (15,477)
Net carrying amount /H1118/H1118/H1118/H111821,318 3,377 10,268 3,403 9,221 5,816 53,403
At 1 January 2024, net of
accumulated depreciation
and impairment /H1118/H1118/H1118/H1118/H1118/H111821,318 3,377 10,268 3,403 9,221 5,816 53,403
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,504 707 17,401 6,778 26,362 54,240 136,992
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,934) (1,669) (5,486) (3,043) (11,459) – (24,591)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,276) (547) (2,001) (1,535) (1,404) – (7,763)
At 31 December 2024, net of
accumulated depreciation
and impairment /H1118/H1118/H1118/H1118/H1118/H111847,612 1,868 20,182 5,603 22,720 60,056 158,041
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,437 4,233 30,189 9,065 37,816 60,056 192,796
Accumulated depreciation
and impairment /H1118/H1118/H1118/H1118/H1118(3,825) (2,365) (10,007) (3,462) (15,096) – (34,755)
Net carrying amount /H1118/H1118/H1118/H111847,612 1,868 20,182 5,603 22,720 60,056 158,041
Plant and
machinery
Motor
vehicles
Electronic
equipment
Office
equipment
and other
equipment
Leasehold
improvements
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
30 September 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,437 4,233 30,189 9,065 37,816 60,056 192,796
Accumulated depreciation
and impairment /H1118/H1118/H1118/H1118/H1118(3,825) (2,365) (10,007) (3,462) (15,096) – (34,755)
Net carrying amount /H1118/H1118/H1118/H111847,612 1,868 20,182 5,603 22,720 60,056 158,041
At 1 January 2025, net of
accumulated depreciation
and impairment /H1118/H1118/H1118/H1118/H1118/H111847,612 1,868 20,182 5,603 22,720 60,056 158,041
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,965 3,103 10,339 6,609 41,836 131,083 215,935
Depreciation provided during
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,487) (1,447) (7,038) (2,949) (15,160) – (32,081)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,288) (406) (4,821) (732) (2,208) – (13,455)
At 30 September 2025, net
of accumulated
depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,802 3,118 18,662 8,531 47,188 191,139 328,440
At 30 September 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,055 5,968 34,100 14,298 77,443 191,139 391,003
Accumulated depreciation
and impairment /H1118/H1118/H1118/H1118/H1118(8,253) (2,850) (15,438) (5,767) (30,255) – (62,563)
Net carrying amount /H1118/H1118/H1118/H111859,802 3,118 18,662 8,531 47,188 191,139 328,440
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 437 ---
Company
Electronic
equipment
Office equipment
and other
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2022
At 1 January 2022, net of
accumulated depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118616 155 1,624 2,395
Depreciation provided during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(18) (18) (539) (575)
At 31 December 2022, net of
accumulated depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118598 137 1,085 1,820
At 31 December 2022: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118616 155 1,624 2,395
Accumulated depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(18) (18) (539) (575)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118598 137 1,085 1,820
Motor vehicles
Electronic
equipment
Office
equipment and
other
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 616 155 1,624 2,395
Accumulated depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (18) (18) (539) (575)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118– 598 137 1,085 1,820
At 1 January 2023, net of
accumulated depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 598 137 1,085 1,820
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118860 5,741 1,394 3,228 11,223
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(750) (2,923) (536) (1,723) (5,932)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (15) – (276) (291)
At 31 December 2023, net of
accumulated depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118110 3,401 995 2,314 6,820
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118860 6,337 1,550 4,216 12,963
Accumulated depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(750) (2,936) (555) (1,902) (6,143)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118110 3,401 995 2,314 6,820
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 438 ---
Motor vehicles
Electronic
equipment
Office
equipment and
other
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118860 6,337 1,550 4,216 12,963
Accumulated depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(750) (2,936) (555) (1,902) (6,143)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118110 3,401 995 2,314 6,820
At 1 January 2024, net of
accumulated depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118110 3,401 995 2,314 6,820
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,566 1,373 4,781 14,720
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(38) (2,263) (981) (2,619) (5,901)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(25) (33) (207) – (265)
At 31 December 2024, net of
accumulated depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847 9,671 1,180 4,476 15,374
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118357 14,732 2,559 8,997 26,645
Accumulated depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(310) (5,061) (1,379) (4,521) (11,271)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H111847 9,671 1,180 4,476 15,374
Motor vehicles
Electronic
equipment
Office
equipment and
other
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
30 September 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118357 14,732 2,559 8,997 26,645
Accumulated depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(310) (5,061) (1,379) (4,521) (11,271)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H111847 9,671 1,180 4,476 15,374
At 1 January 2025, net of
accumulated depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847 9,671 1,180 4,476 15,374
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,311 8,931 1,540 9,840 21,622
Depreciation provided during
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(510) (3,163) (699) (3,378) (7,750)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(70) (1,622) (124) (1,637) (3,453)
At 30 September 2025, net of
accumulated depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118778 13,817 1,897 9,301 25,793
At 30 September 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,523 21,617 3,859 17,199 44,198
Accumulated depreciation and
impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(745) (7,800) (1,962) (7,898) (18,405)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118778 13,817 1,897 9,301 25,793
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 439 ---
15. LEASES
The Group as a lessee
The Group has lease contracts for items of office premises, self-operated stores and warehouses used in its
operations. Lump sum payments were made upfront to acquire the land use rights with periods of 50 years, and no
ongoing payments will be made under the terms of these land use rights. Leases of office premises, self-operated
stores and warehouses generally have lease terms between 1 year and 8 years.
(a) Right-of-use assets
Group
The carrying amounts of right-of-use assets and the movements during the Relevant Periods are as
follows:
Warehouses, office
premises and self-
operated stores Land use rights Total
RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,079 – 45,079
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,590 – 27,590
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(16,613) – (16,613)
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,450) – (4,450)
At 31 December 2022 and 1 January 2023 /H1118 51,606 – 51,606
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111889,802 91,956 181,758
Acquisition of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,102 – 58,102
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(31,924) (152) (32,076)
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,491) – (20,491)
At 31 December 2023 and 1 January 2024 /H1118 147,095 91,804 238,899
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118255,219 – 255,219
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(104,126) (1,688) (105,814)
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(32,595) – (32,595)
At 31 December 2024 and 1 January 2025 /H1118 265,593 90,116 355,709
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118196,853 – 196,853
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(114,857) (1,533) (116,390)
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(43,768) – (43,768)
At 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118303,821 88,583 392,404
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 440 ---
Company
The carrying amounts of right-of-use assets and the movements during the Relevant Periods are as
follows:
Warehouses,
office premises and
self-operated stores
RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,474
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,783
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,270)
At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,987
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,597
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,101)
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(136)
At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,347
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,223
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,613)
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,549)
At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,408
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,888
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,653)
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(18,222)
At 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,421
(b) Lease liabilities
The carrying amounts of lease liabilities and the movements during the Relevant Periods are as follows:
Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount at 1 January /H1118/H1118/H1118/H1118/H111844,392 51,692 141,596 257,910
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,590 89,802 255,219 196,853
Acquisition of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118– 57,755 – –
Accretion of interest recognised
during the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,159 2,899 6,641 8,208
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,622) (20,592) (32,393) (44,492)
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(17,827) (39,960) (113,153) (111,497)
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,692 141,596 257,910 306,982
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,861 74,917 110,641 169,770
In the second year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,837 43,606 73,685 89,278
In the third to fifth years, inclusive /H1118 12,695 21,369 58,600 38,537
Beyond five years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118299 1,704 14,984 9,397
51,692 141,596 257,910 306,982
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 441 ---
Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount at 1 January /H1118/H1118/H1118/H1118/H11186,134 6,096 11,360 42,864
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,783 11,597 45,223 14,888
Accretion of interest recognised
during the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118260 407 692 999
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (218) (1,622) (18,618)
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,081) (6,522) (12,789) (12,061)
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,096 11,360 42,864 28,072
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,861 6,654 13,476 14,431
In the second year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,767 3,613 12,473 10,709
In the third to fifth years, inclusive /H1118 468 1,093 11,676 2,932
Beyond five years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 5,239 –
6,096 11,360 42,864 28,072
The maturity analysis of lease liabilities is disclosed in note 38 to the Historical Financial Information.
(c) The amounts recognised in profit or loss in relation to leases are as follows:
Group
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Depreciation expense of
right-of-use assets /H1118/H1118/H1118/H111816,613 32,076 105,814 72,109 116,390
Interest expense on lease
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,159 2,899 6,641 5,000 8,208
Expense relating to short-
term leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,817 8,472 39,375 35,588 32,884
Early termination /H1118/H1118/H1118/H1118/H1118/H1118(172) (101) 202 (435) (724)
Total amount recognised in
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,417 43,346 152,032 112,262 156,758
(d) The total cash outflows for leases are disclosed in note 33(c) to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 442 ---
16. GOODWILL
RMB’000
Cost and net carrying amount at 1 January 2022 and 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Acquisition of subsidiaries (note 31) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,250,400
Cost and net carrying amount at 31 December 2023 and 2024
and 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,250,400
Impairment testing of goodwill and intangible asset with indefinite useful life
Goodwill and intangible asset with indefinite useful life acquired through business combination are allocated
to the cash-generating unit (“CGU”) of Yichun Super Ming Food Technology Co., Ltd. and its subsidiaries (“Super
Ming Group”) for impairment testing.
The carrying amounts of the goodwill and the intangible asset with indefinite useful life allocated to the CGU
are as follows:
As at 31 December As at 30 September
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount of goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,250,400 2,250,400 2,250,400
Carrying amount of intangible asset with
indefinite
useful life /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118902,880 902,880 902,880
The recoverable amount of the CGU is determined based on value in use of the CGU to which the goodwill
and intangible asset with indefinite useful life is allocated. The calculation uses pre-tax cash flow projection based
on financial budget of the CGU approved by management covering a five-year period. Cash flow beyond the five-year
period is extrapolated using the estimated terminal growth rate.
Annual sales growth rate is based on the management’s expectation of the future sales. The annual sales growth
rate was estimated based on information available at the time of assessment, disregarding information that became
available after the assessment. Such information included current industry overview and estimated market
development.
The pre-tax discount rate below reflects specific risks relating to the CGU and its relevant industry and the
macro-environment of the relevant region.
The key assumptions used in the estimation of value in use were as follows:
As at 31 December
2023 2024
Annual sales growth rate (during the five-year period) (%) /H1118/H1118/H1118 6.4-168.3 3.5-54.1
Pre-tax discount rate (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813.8 14.2
The Group assessed the impairment on the goodwill and the intangible asset with indefinite useful life at the
year end of each Relevant Periods and the recoverable amount of CGU has exceeded the carrying amount, hence no
impairment was provided.
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 443 ---
The amount by which the CGU’s recoverable amount exceeds its carrying amount (“headroom”) is as follows:
As at 31 December
2023 2024
RMB’000 RMB’000
The CGU /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,017,697 3,752,211
The Company performs the sensitivity analysis based on the reasonable possible changes in the revenue
amount or the pre-tax discount rate, with all other variables held constant. Had the estimated key assumptions during
the forecast period been changed as below, the headroom would be decreased to as below:
As at 31 December
2023 2024
RMB’000 RMB’000
Pre-tax discount rate increases by 10% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118574,497 3,048,811
Revenue amount decreases by 10% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111855,920 338,221
Reasonable possible changes in key assumptions would not lead to impairment as of 31 December 2023 and
2024 respectively.
Impairment assessment as at 30 September 2025
In accordance with the Group’s accounting policies, goodwill is tested for impairment on an annual basis at
each year end. As at 30 September 2025, the management was not aware of any significant adverse changes on the
Super Ming Group, which indicates that the carrying amount of the Super Ming Group exceeds the recoverable
amount. Consequently, no interim impairment assessment as at 30 September 2025 was performed.
Based on the above assessment, management of the Group determines that there is no impairment on Super
Ming Group at the end of each of the Relevant Periods. Management of the Group believes that any reasonably
possible change in any of the key assumptions would not result in impairment.
17. OTHER INTANGIBLE ASSETS
Group
Software
RMB’000
31 December 2022
At 1 January 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,021
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(740)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,281
At 1 January 2022, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,281
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,756
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(947)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(155)
At 31 December 2022, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,935
At 31 December 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,561
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,626)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,935
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 444 ---
Trademark
(note (i))
Customer
relationship Software Total
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7,561 7,561
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118– – (1,626) (1,626)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 5,935 5,935
At 1 January 2023, net of
accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118– – 5,935 5,935
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 4,176 4,176
Acquisition of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118902,880 105,836 5,322 1,014,038
Amortisation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,764) (1,962) (3,726)
At 31 December 2023, net of
accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118902,880 104,072 13,471 1,020,423
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118902,880 105,836 17,599 1,026,315
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118– (1,764) (4,128) (5,892)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118902,880 104,072 13,471 1,020,423
Trademark
(note (i))
Customer
relationship Software Total
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118902,880 105,836 17,599 1,026,315
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118– (1,764) (4,128) (5,892)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118902,880 104,072 13,471 1,020,423
At 1 January 2024, net of
accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118902,880 104,072 13,471 1,020,423
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 25,156 25,156
Amortisation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (10,584) (5,390) (15,974)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (20) (20)
At 31 December 2024, net of
accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118902,880 93,488 33,217 1,029,585
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118902,880 105,836 42,727 1,051,443
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118– (12,348) (9,510) (21,858)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118902,880 93,488 33,217 1,029,585
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 445 ---
Trademark
(note (i))
Customer
relationship Software Total
RMB’000 RMB’000 RMB’000 RMB’000
30 September 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118902,880 105,836 42,727 1,051,443
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118– (12,348) (9,510) (21,858)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118902,880 93,488 33,217 1,029,585
At 1 January 2025, net of
accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118902,880 93,488 33,217 1,029,585
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 8,448 8,448
Amortisation provided during
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (7,937) (6,518) (14,455)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (12,710) (12,710)
At 30 September 2025, net of
accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118902,880 85,551 22,437 1,010,868
At 30 September 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118902,880 105,836 31,839 1,040,555
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118– (20,285) (9,402) (29,687)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118902,880 85,551 22,437 1,010,868
Note:
(i) In November 2023, the Group had acquired Super Ming Group, of which the trademark is expected to
have indefinite useful life. The trademark is allocated to Super Ming Group, which is treated as a
cash-generating unit for impairment testing. Further details of the impairment test of the Super Ming
Group cash-generating unit are given in note 16 to the Historical Financial Information.
Company
Software
RMB’000
31 December 2022
At 1 January 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118180
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(132)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848
At 1 January 2022, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,272
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(167)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(180)
At 31 December 2022, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,973
At 31 December 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,273
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(300)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,973
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 446 ---
Software
RMB’000
31 December 2023
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,273
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(300)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,973
At 1 January 2023, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,973
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,035
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,628)
At 31 December 2023, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,380
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,308
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,928)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,380
Software
RMB’000
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,308
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,928)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,380
At 1 January 2024, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,380
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,299
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,747)
At 31 December 2024, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,932
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,607
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,675)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,932
Software
RMB’000
30 September 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,607
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,675)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,932
At 1 January 2025, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,932
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,448
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,225)
Amortisation provided during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,062)
At 30 September 2025, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,093
At 30 September 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,935
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,842)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,093
APPENDIX I ACCOUNTANTS’ REPORT
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18. INVESTMENTS IN ASSOCIATES/INVESTMENTS IN SUBSIDIARIES
Group
Investments in associates
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Share of net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 61,674 75,967 99,663
The Group has discontinued the recognition of its share of losses of an associate because the share of losses
of the associate exceeded the Group’s interest in the associate and the Group has no obligation to take up further
losses. The amounts of the Group’s unrecognised share of losses of this associate were RMB714,000, RMB5,210,000
and RMB6,584,000 for the years ended 31 December 2023 and 2024 and the nine months ended 30 September 2025
respectively.
The following table illustrates the aggregate financial information of the Group’s associates that are not
individually material:
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Share of the associates’ (loss)/profit
for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (7,726) 4,293 3,696
Share of the associates’ total
comprehensive (loss)/income /H1118/H1118/H1118/H1118 – (7,726) 4,293 3,696
Aggregate carrying amount of the
Group’s investments in associates /H1118 – 61,674 75,967 99,663
Company
Investments in subsidiaries
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Investment costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,688 3,170,693 3,266,934 3,281,776
APPENDIX I ACCOUNTANTS’ REPORT
– I-53 –


--- page 448 ---
Investment in an associate
The following table illustrates the financial information of the Company’s associate that is not individually
material:
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Share of the associate’s (loss)/profit
for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (7,190) 6,176 18,837
Share of the associate’s total
comprehensive (loss)/income /H1118/H1118/H1118/H1118 – (7,190) 6,176 18,837
Aggregate carrying amount of the
Company’s investment in an
associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 37,810 43,986 82,823
19. DEFERRED TAX
The movements in deferred tax assets during the Relevant Periods are as follows:
Group
Contract
liabilities
Losses
available for
offsetting
against future
taxable profit
Lease
liabilities
Deductible
advertising
and general
publicity
expenses Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,247 2,395 8,024 – – 17,666
Deferred tax credited to profit
or loss during the year /H1118/H1118/H1118/H111810,668 299 2,182 7,126 1,091 21,366
Gross deferred tax assets at
31 December 2022 /H1118/H1118/H1118/H1118/H1118/H111817,915 2,694 10,206 7,126 1,091 39,032
Deferred tax credited/(charged)
to profit or loss during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,576 (1,095) 2,020 1,736 (738) 38,499
Acquisition of subsidiaries /H1118/H1118/H111833,704 3,545 13,093 107 – 50,449
Gross deferred tax assets at
31 December 2023 /H1118/H1118/H1118/H1118/H1118/H111888,195 5,144 25,319 8,969 353 127,980
Deferred tax credited to profit
or loss during the year /H1118/H1118/H1118/H111867 48,474 27,171 2,358 7,923 85,993
Gross deferred tax assets at
31 December 2024 /H1118/H1118/H1118/H1118/H1118/H111888,262 53,618 52,490 11,327 8,276 213,973
Deferred tax credited/(charged)
to profit or loss during the
period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,227) (52,248) 1,488 (7,407) (7,171) (68,565)
Gross deferred tax assets at
30 September 2025 /H1118/H1118/H1118/H1118/H1118/H111885,035 1,370 53,978 3,920 1,105 145,408
APPENDIX I ACCOUNTANTS’ REPORT
– I-54 –


--- page 449 ---
Company
Contract
liabilities
Losses
available for
offsetting
against future
taxable profit
Lease
liabilities
Deductible
advertising
and general
publicity
expenses Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,247 2,395 1,533 – – 11,175
Deferred tax (charged)/credited
to profit or loss during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,899) 304 (9) 7,022 9 1,427
Gross deferred tax assets at
31 December 2022 /H1118/H1118/H1118/H1118/H1118/H11181,348 2,699 1,524 7,022 9 12,602
Deferred tax credited/(charged)
to profit or loss during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,370 (2,699) 1,316 1,302 41 36,330
Gross deferred tax assets at
31 December 2023 /H1118/H1118/H1118/H1118/H1118/H111837,718 – 2,840 8,324 50 48,932
Deferred tax (charged)/credited
to profit or loss during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,344) – 7,876 (2,105) (36) 391
Gross deferred tax assets at
31 December 2024 /H1118/H1118/H1118/H1118/H1118/H111832,374 – 10,716 6,219 14 49,323
Deferred tax (charged)/credited
to profit or loss during the
period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,047) – (3,254) (6,219) 731 (15,789)
Gross deferred tax assets at
30 September 2025 /H1118/H1118/H1118/H1118/H1118/H111825,327 – 7,462 – 745 33,534
As at 31 December 2022, 2023 and 2024 and 30 September 2025, deferred tax assets have been recognised in
respect of certain tax losses arising in Mainland China, which would expire in one to five years for offsetting against
future taxable profits.
As at 31 December 2022, 2023 and 2024 and 30 September 2025, certain subsidiaries of the Group had
deductible temporary differences and tax losses of RMB49,870,000, RMB85,830,000, RMB193,046,000 and
RMB459,906,000 respectively. Deferred tax assets have not been recognised in respect of these deductible temporary
differences and tax losses as it is not considered 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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-55 –


--- page 450 ---
The movements in deferred tax liabilities during the Relevant Periods are as follows:
Group
Fair value
adjustment on
acquisition
Right-of-use
assets Others Total
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,075 – 8,075
Deferred tax charged to profit or
loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,991 314 2,305
Gross deferred tax liabilities at
31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,066 314 10,380
Deferred tax (credited)/charged to
profit or loss during the year /H1118/H1118/H1118/H1118(441) 3,002 (67) 2,494
Deferred taxes acquired in business
combination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118252,179 13,155 – 265,334
Gross deferred tax liabilities at
31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118251,738 26,223 247 278,208
Deferred tax (credited)/charged to
profit or loss during the year /H1118/H1118/H1118/H1118(2,646) 28,185 (247) 25,292
Gross deferred tax liabilities at
31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118249,092 54,408 – 303,500
Deferred tax (credited)/charged to
profit or loss during the period /H1118/H1118 (1,984) (481) – (2,465)
Gross deferred tax liabilities at
30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118247,108 53,927 – 301,035
Company
Right-of-use assets Others Total
RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,618 – 1,618
Deferred tax (credited)/charged to profit or loss
during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(121) 94 (27)
Gross deferred tax liabilities at 31 December 2022 /H1118 1,497 94 1,591
Deferred tax charged/(credited) to profit or loss
during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,590 (94) 1,496
Gross deferred tax liabilities at 31 December 2023 /H1118 3,087 – 3,087
Deferred tax charged to profit or loss
during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,265 – 8,265
Gross deferred tax liabilities at 31 December 2024 /H1118 11,352 – 11,352
Deferred tax credited to profit or loss during the
period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,997) – (3,997)
Gross deferred tax liabilities at 30 September
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,355 – 7,355
APPENDIX I ACCOUNTANTS’ REPORT
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For presentation purposes, certain deferred tax assets and liabilities have been offset in the consolidated
statements of financial position. The following is an analysis of the deferred tax balances of the Group for financial
reporting purposes:
Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Net deferred tax assets recognised in
the consolidated statements of
financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,746 102,707 159,565 91,481
Net deferred tax liabilities
recognised in the consolidated
statements of financial position /H1118/H1118 94 252,935 249,092 247,108
Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Net deferred tax assets recognised in
the statements of financial
position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,105 46,092 38,607 26,179
Net deferred tax liabilities
recognised in the statements of
financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111894 247 636 –
20. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current:
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,798 309,196 1,639,137 1,153,358
Deposits and other receivables /H1118/H1118/H1118 3,636 82,004 367,314 235,723
Receivables due from associates /H1118/H1118 – 1,635 31,200 10,400
Recoverable value added tax /H1118/H1118/H1118/H111822,883 69,452 256,657 319,424
Other current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118900 9,783 21,351 60,460
39,217 472,070 2,315,659 1,779,365
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3) (48) (75) (3,296)
39,214 472,022 2,315,584 1,776,069
Non-current:
Deposits and other receivables /H1118/H1118/H1118 62,350 68,917 13,459 5,329
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H11183,633 7,188 11,515 38,808
65,983 76,105 24,974 44,137
APPENDIX I ACCOUNTANTS’ REPORT
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To measure the ECLs, financial assets included above have been grouped based on shared credit risk
characteristics and the days past due. Expected credit losses are estimated by applying a loss rate approach with
reference to the historical loss record of the Group. Forward-looking information was also incorporated. The expected
credit loss rates were 0.01%, 0.03%, 0.02%, 1.12% as at 31 December 2022, 2023 and 2024 and 30 September 2025,
respectively.
Amounts due from third parties included in deposits and other receivables of non-current portion are
RMB61,162,000, RMB61,037,000, nil and nil as at 31 December 2022, 2023 and 2024 and 30 September 2025,
respectively, which are interest-bearing at a rate of 1% and repayable on terms of 5 years.
Company
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current:
Dividend receivable from a
subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 230,000 – 250,000
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,062 1,228 14,276 23,776
Amounts due from subsidiaries /H1118/H1118 57,670 151,218 1,672,905 1,556,165
Receivables due from
an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 30,000 10,000
Recoverable value added tax /H1118/H1118/H1118/H11183,370 3,275 5,777 50,083
Other current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118302 2,159 556 14,569
72,404 387,880 1,723,514 1,904,593
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) (3) (54) (3,157)
72,403 387,877 1,723,460 1,901,436
Non-current:
Deposits and other receivables /H1118/H1118/H1118 61,163 61,038 – –
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H11181,884 6,410 6,193 15,483
63,047 67,448 6,193 15,483
21. INVENTORIES
Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118184,356 562,828 1,539,752 2,436,264
Goods shipped in transit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,768 69,154 133,385 53,437
Other inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844 199 920 897
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,168 632,181 1,674,057 2,490,598
APPENDIX I ACCOUNTANTS’ REPORT
– I-58 –


--- page 453 ---
22. TRADE RECEIV ABLES
Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,823 60,112 153,282 27,802
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(191) (78) (174) (249)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,632 60,034 153,108 27,553
The Group seeks to maintain strict control over its outstanding receivables and has a credit control department
to minimise credit risk. The credit period generally ranges from one day to one month. Overdue balances are reviewed
regularly by senior management. In view of the aforementioned and the fact that the Group’s trade receivables relate
to various diversified customers, there is no significant concentration of credit risk. The Group does not hold any
collateral or other credit enhancements over its trade receivable balances. The balances of trade receivables are
non-interest-bearing.
An ageing analysis of the trade receivables as at 31 December 2022, 2023 and 2024 and 30 September 2025,
based on the invoice date and net of loss allowance, is as follows:
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 1 month /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,632 58,406 149,124 27,436
1 to 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,628 2,110 68
3 to 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,874 49
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,632 60,034 153,108 27,553
The movements in the loss allowance for impairment of trade receivables are as follows:
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
At the beginning of the year/period /H1118 68 191 78 174
Impairment losses/(reversal of
impairment losses), net /H1118/H1118/H1118/H1118/H1118/H1118/H1118123 (155) 96 75
Additions as a result of acquisition
of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–4 2 – –
At the end of the year/period /H1118/H1118/H1118/H1118/H1118191 78 174 249
The Group applies the simplified approach to provide for expected credit losses prescribed by IFRS 9, which
permits the use of the lifetime expected credit loss provision for all trade receivables. The Group overall considers
the characteristics of the shared credit risk and the days past due of the trade receivables to measure the expected
credit losses. Majority of the receivables were neither past due nor impaired and relate to diversified customers.
APPENDIX I ACCOUNTANTS’ REPORT
– I-59 –


--- page 454 ---
Set out below is the information about the credit risk exposure on the Group’s trade receivables using a
provision matrix:
As at 30 September 2025
Within 1 month 1 to 3 months 3 to 6 months Total
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.9% 0.9% 0.9% 0.9%
Gross carrying amount (RMB’000) /H1118 27,684 69 49 27,802
Expected credit losses (RMB’000) /H1118/H1118 248 1 – 249
As at 31 December 2024
Within 1 month 1 to 3 months 3 to 6 months Total
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.1% 0.1% 0.1% 0.1%
Gross carrying amount (RMB’000) /H1118 149,294 2,112 1,876 153,282
Expected credit losses (RMB’000) /H1118/H1118 170 2 2 174
As at 31 December 2023
Within 1 month 1 to 3 months Total
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.1% 0.1% 0.1%
Gross carrying amount (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,482 1,630 60,112
Expected credit losses (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876 2 78
As at
31 December 2022
Within 1 month
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.0%
Gross carrying amount (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,823
Expected credit losses (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118191
To measure the ECLs, trade receivables have been grouped based on shared credit risk characteristics and the
days past due. Forward-looking information was also incorporated. The expected credit loss rates were 5.0%, 0.1%,
0.1%, 0.9% as at 31 December 2022, 2023 and 2024 and 30 September 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-60 –


--- page 455 ---
23. FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT OR LOSS
Group
As at 31 December
As at
30 September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Wealth management products /H1118/H1118/H1118/H1118/H111850,000 – 30,105 –
Forward exchange instrument /H1118/H1118/H1118/H1118/H11183 7 0–––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,370 – 30,105 –
Company
As at 31 December
As at 30
September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Wealth management products /H1118/H1118/H1118/H1118/H111850,000 – 30,105 –
Forward exchange instrument /H1118/H1118/H1118/H1118/H11183 7 0–––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,370 – 30,105 –
The above unlisted investments were wealth management products issued by banks in Mainland China with
a maturity period within one year or due on demand. They were mandatorily classified as financial assets at fair value
through profit or loss as their contractual cash flows are not solely payments of principal and interest.
24. CASH AND CASH EQUIV ALENTS, RESTRICTED CASH AND TIME DEPOSITS
Group
As at 31 December
As at 30
September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118388,268 1,720,850 1,936,034 3,028,411
Time deposits with original
maturities over
three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,66 9–––
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,201 10,036 5,090 5,193
469,138 1,730,886 1,941,124 3,033,604
Denominated in:
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118400,462 1,730,822 1,941,102 3,033,381
HKD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– 1 9 6
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,676 64 22 27
469,138 1,730,886 1,941,124 3,033,604
The RMB is not freely convertible into other currencies, however, under Regulations on the Foreign Exchange
Control of the PRC and the Administrative Regulations on Settlements, Sales and Payments in Foreign Exchange, the
Group is permitted to exchange RMB for other currencies through banks authorised to conduct foreign exchange
business.
APPENDIX I ACCOUNTANTS’ REPORT
– I-61 –


--- page 456 ---
Company
As at 31 December
As at 30
September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118171,728 1,046,445 153,193 1,109,030
Time deposits with original
maturities over
three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,66 9–––
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,20 0–––
242,597 1,046,445 153,193 1,109,030
Denominated in:
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118173,921 1,046,381 153,193 1,109,030
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111868,676 64 – –
242,597 1,046,445 153,193 1,109,030
25. TRADE PAYABLES
An ageing analysis of the trade payables as at 31 December 2022, 2023 and 2024 and 30 September 2025,
based on the invoice date, is as follows:
Group
As at 31 December
As at 30
September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Within 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118117,805 602,121 1,495,020 1,488,458
Trade payables are non-interest-bearing and normally settled on terms of up to 6 months.
26. INTEREST-BEARING BANK BORROWINGS
Group
As at 31 December 2024
Effective interest rate Maturity RMB’000
Bank loans – unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.95%-4.50% 2025 491,000
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 457 ---
27. OTHER PAYABLES AND ACCRUALS
Group
As at 31 December
As at 30
September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current:
Payroll and welfare payable /H1118/H1118/H1118/H1118/H1118/H111816,270 50,416 163,273 295,450
Accruals and other payables /H1118/H1118/H1118/H1118/H1118/H11186,455 143,700 180,247 191,585
Other tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,457 120,989 128,818 112,837
Deposits payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829,961 124,873 352,809 533,499
62,143 439,978 825,147 1,133,371
Other payables are unsecured and non-interest-bearing. The fair values of other payables at the end of each of
the Relevant Periods approximated to their carrying amounts.
Provision for ongoing litigation of nil, nil, RMB30,200,000 and RMB2,800,000 is included in accruals and
other payables as of 31 December 2022, 2023 and 2024 and 30 September 2025 respectively. On 1 July 2025, a
mediation agreement was reached in the witness of the court.
Company
As at 31 December
As at 30
September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current:
Payroll and welfare payable /H1118/H1118/H1118/H1118/H1118/H11187,028 17,332 55,982 66,826
Accruals and other payables /H1118/H1118/H1118/H1118/H1118/H11182,095 29,417 23,453 117,090
Due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 42,355 726,075
Other tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 3,388 15,230 3,097
Deposits payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,510 55,981 161,322 247,459
10,661 106,118 298,342 1,160,547
28. CONTRACT LIABILITIES
Group
As at
1 January As at 31 December
As at 30
September
2022 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Current:
Sale of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,787 30,371 336,466 676,127 668,780
Provision of related
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,485 18,137 68,196 87,089 75,245
15,272 48,508 404,662 763,216 744,025
Non-current:
Provision of related
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,583 53,844 160,628 139,974 119,605
APPENDIX I ACCOUNTANTS’ REPORT
– I-63 –


--- page 458 ---
Company
As at
1 January As at 31 December
As at 30
September
2022 2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Current:
Provision of related
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 256 38,298 38,702 35,069
Non-current:
Provision of related
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,021 112,816 92,056 67,112
Contract liabilities of the Group mainly arise from the advance payments received from customers for goods
and deferred upfront services fees. The increase in contract liabilities as at 31 December 2022, 2023 and 2024 was
mainly due to the increase of short-term advances received from customers in relation to the sale of goods at the end
of each of the Relevant Periods, acquisition of subsidiaries and the implementation of membership loyalty
programme in 2023. The decrease in contract liabilities as at 30 September 2025 was mainly due to the amortisation
of franchise fees. The carrying amounts of contract liabilities related to loyalty points at 31 December 2022, 2023
and 2024 and 30 September 2025 was nil, RMB126,895,000, RMB134,781,000 and RMB145,278,000, respectively.
29. PAID-IN CAPITAL/SHARE CAPITAL
A summary of movements in the Company’s paid-in capital during the Relevant Periods is as follows:
Paid-in capital
Total
RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,628
Capital injection (note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118867
At 31 December 2022 and at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,495
Capital injection (note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,010
Acquisition of subsidiaries (note (ii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,794
At 31 December 2023 and at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,299
Capital injection (note (iii)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,417
At 31 December 2024 and at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,716
Conversion into a joint stock company (note (iv)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,716)
At 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Share capital
Number of shares Nominal value of share
RMB’000
As at 1 January 2022, 31 December 2022, 31 December 2023,
31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Issue of ordinary shares upon conversion into a joint stock
company (ordinary shares of RMB1.00 each) (note (iv)) /H1118/H1118 40,000,000 40,000
Issue of ordinary shares (ordinary shares of RMB1.00 each)
(note (v)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,105,262 2,105
Issue of ordinary shares upon capitalisation of capital reserve
(ordinary shares of RMB1.00 each) (note (vi)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118157,894,738 157,895
At 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,000,000 200,000
APPENDIX I ACCOUNTANTS’ REPORT
– I-64 –


--- page 459 ---
Notes:
(i) In October 2022, capital totaling RMB220,723,000 was injected into the Company by investors with
approximately RMB867,000 and RMB219,856,000 credited to the Company’s paid-in capital and
capital reserve, respectively.
(ii) In January 2023, the Company entered into a capital increase agreement with a share-based payment
platform, and capital totaling RMB140,000 was injected into the Company by investor with
approximately RMB140,000 credited to the Company’s paid-in capital.
In November 2023, the Company issued 7,794,000 registered capital to acquire 100% equity interests
of Super Ming Group.
In December 2023, capital totaling RMB800,000,000 was injected into the Company by investors with
approximately RMB1,870,000 and RMB798,130,000 credited to the Company’s paid-in capital and
capital reserve, respectively.
(iii) From January 2024 to November 2024, capital totaling RMB284,346,000 was injected into the Company
by investors with approximately RMB9,417,000 and RMB274,929,000 credited to the Company’s
paid-in capital and capital reserve, respectively.
(iv) In March 2025, the Company was converted into a joint stock company with limited liability under the
Company Law of the PRC. As of the conversion date, the net assets of the Company, including paid-in
capital, capital reserve, statutory reserve and retained profits, amounting to approximately
RMB4,847,070,000 were converted into 40,000,000 ordinary shares of RMB1.00 each. The excess of
the net assets converted over the nominal value of the ordinary shares was credited to the Company’s
capital reserve.
(v) In March 2025, the Company issued an additional 2,105,262 shares to employee stock ownership
platforms with RMB2,105,262 credited to the Company’s share capital.
(vi) In April 2025, the Company capitalised its capital reserve by issuing approximately 3.75 additional
shares for every 1 share held by all shareholders. The share capital of the Company was increased to
RMB200,000,000 after capitalisation.
Pursuant to the shareholder agreements entered into in April 2021, October 2022, January 2023, November
2023, December 2023 and March 2024 (collectively, the “Agreements”), Shenzhen HongShan Hanchen Equity
Investment Partnership (Limited Partnership), Gaorong LKZN Holding Limited, Discounter Seed HK Investment
Limited, Changsha Shizaimang Enterprise Management Partnership (Limited Partnership) (“Changsha Shizaimang”,
only the series A investment made by Changsha Shizaimang as a Series A Pre-IPO Investor), Xiamen HongShan
Y aheng Equity Investment Partnership (Limited Partnership), 5Y Growth Holding I HK Limited, BA HM Hong Kong
Limited, Xiamen Black Ant No. 3 Equity Investment Partnership (Limited Partnership), Xiamen Hei Yi No. 3
Overseas Connection V enture Capital Partnership (Limited Partnership), Shanghai Yihai Enterprise Management
Consulting Partnership (Limited Partnership), Haoxiangni Health Food Co., Ltd., Henan Haoxiangni Y ouran
Technology Co., Ltd., Jiandan Qiaochu Health Food Co., Ltd. and Hunan Xiaomang Enterprise Management Co., Ltd.
(collectively the “Pre-IPO Investors”) acquired 5,943,279 registered capital (equivalent to 45,687,234 shares after
capitalisation) of the Company at price ranging from RMB21.97 to RMB55.71 per share resulted in a total net cash
proceed of the Company of approximately RMB1,746,036,000 (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 liquidation preference.
No Pre-IPO Investors had exercised their redemption rights or liquidation preferences rights.
On 27 April 2025, the Company and the Pre-IPO Investors subsequently entered into a supplemental
agreement, agreeing that certain of the Special Rights granted by the Company to the Pre-IPO Investors, including
redemption rights and liquidation preferences, have been irrecoverably 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 agreement, the directors considered that it is appropriate to present the Pre-IPO Investments as equity
throughout the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 460 ---
Had the Special Rights granted by the Company to the Pre-IPO Investors been accounted for as financial
liabilities measured at fair value prior to entering into the supplemental agreement, (i) the financial liabilities at fair
value through profit or loss, total current liabilities, net liabilities/assets and net current liabilities would have been:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Financial liabilities at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118593,759 2,428,930 2,991,212
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118848,912 4,052,606 6,895,297
Net (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,667) 2,165,886 2,736,587
Net current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111886,390 1,157,483 781,319
and (ii) the fair value changes associated with the financial liabilities at fair value through profit or loss, the net
(loss)/profit for the years/periods, basic and diluted (loss)/earnings per share would have been:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Fair value changes /H1118/H1118/H1118/H1118/H1118(113,005) (465,486) (536,709) (463,041) (64,116)
Total net (loss)/profit /H1118/H1118/H1118/H1118(41,354) (247,952) 292,447 25,838 1,494,666
Basic (loss)/earnings
per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1.13) (5.08) 2.30 0.25 7.59
Diluted (loss)/earnings
per share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1.13) (5.08) 2.30 0.25 7.55
30. RESERVES
The amounts of the Group’s reserves and the movements therein are presented in the consolidated statements
of changes in equity in the Historical Financial Information.
(a) Statutory reserve
In accordance with the Company Law of the PRC, companies registered in the PRC are required to allocate
10% of the statutory after tax profits to the statutory reserve until the cumulative total of the reserve reaches 50%
of the companies registered capital. Subject to approval from the relevant PRC authorities, the statutory reserve may
be used to offset any accumulated losses or increase the registered capital of the companies. The statutory reserve
is not available for dividend distribution to equity holders of the PRC subsidiaries.
(b) Capital reserve
The capital reserve of the Group represents (i) the excess of capital contributions from the equity holders of
the Company over the share capital; (ii) consideration for acquisition of subsidiaries, as further explained in note 31
to the Historical Financial Information; (iii) the excess of the consideration over the carrying amount of the
non-controlling interests acquired/disposed of; and (iv) the exceed of net asset value over the amount of share capital
upon conversion to joint stock company.
(c) Equity-settled share-based payment reserve
The equity-settled share-based payment reserve comprises the fair value of equity-settled share-based
payments granted, as further explained in note 32 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-66 –


--- page 461 ---
(d) Reserve movement of the Company
Y ear ended 31 December 2022
Paid-in capital Capital reserve
Equity-settled
share-based
payment
reserve
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,628 234,173 34,994 (19,995) 253,800
Loss and total comprehensive
loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (26,677) (26,677)
Capital injection (note 29) /H1118/H1118/H1118 867 219,856 – – 220,723
Equity-settled share-based
payment arrangements
(note 32) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 9,844 – 9,844
At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H11185,495 454,029 44,838 (46,672) 457,690
Y ear ended 31 December 2023
Paid-in capital
Capital
reserve
Statutory
reserve
Equity-settled
share-based
payment
reserve
(Accumulated
losses)
/retained
profits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,495 454,029 – 44,838 (46,672) 457,690
Profit and total comprehensive
income for the year /H1118/H1118/H1118/H1118/H1118– – – – 339,842 339,842
Capital injection (note 29) /H1118/H1118 2,010 798,130 – – – 800,140
Equity-settled share-based
payment arrangements
(note 32) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 17,275 – 17,275
Transfer from retained profits /H1118 – – 12,328 – (12,328) –
Dividends declared (note 12) /H1118 – – – – (194,172) (194,172)
Acquisition of subsidiaries
(note 31) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,794 3,147,011 – – – 3,154,805
Reserve resulted from
merge of a subsidiary with
the Company /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (69,910) (69,910)
At 31 December 2023 /H1118/H1118/H1118/H1118/H111815,299 4,399,170 12,328 62,113 16,760 4,505,670
APPENDIX I ACCOUNTANTS’ REPORT
– I-67 –


--- page 462 ---
Y ear ended 31 December 2024
Paid-in capital
Capital
reserve
Statutory
reserve
Equity-settled
share-based
payment
reserve
Retained
profits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,299 4,399,170 12,328 62,113 16,760 4,505,670
Profit and total comprehensive
income for the year /H1118/H1118/H1118/H1118/H1118– – – – 33,919 33,919
Capital injection (note 29) /H1118/H1118 9,417 274,929 – – – 284,346
Equity-settled share-based
payment arrangements
(note 32) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 77,343 – 77,343
Transfer from retained profits /H1118 – – 30 – (30) –
Dividends declared (note 12) /H1118 – – – – (32,279) (32,279)
At 31 December 2024 /H1118/H1118/H1118/H1118/H111824,716 4,674,099 12,358 139,456 18,370 4,868,999
Nine months ended 30 September 2025
Share
capital
Paid-in
capital
Capital
reserve
Statutory
reserve
Equity-
settled
share-based
payment
reserve
Retained
profits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2025 /H1118/H1118/H1118 – 24,716 4,674,099 12,358 139,456 18,370 4,868,999
Profit and total
comprehensive
income for the
period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – 394,197 394,197
Conversion into a
joint stock company
(note 29) /H1118/H1118/H1118/H1118/H1118/H111840,000 (24,716) 280 (12,328) – (3,236) –
Capital injection
(note 29) /H1118/H1118/H1118/H1118/H1118/H11182,105 – – – – – 2,105
Equity-settled share-
based payment
arrangements
(note 32) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – 233,516 – 233,516
Capitalisation of
capital reserve
(note 29) /H1118/H1118/H1118/H1118/H1118/H1118157,895 – (157,895) – – – –
Transfer from retained
profits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 39,420 – (39,420) –
Dividends declared
(note 12) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – – (300,000) (300,000)
At 30 September 2025 200,000 – 4,516,484 39,450 372,972 69,911 5,198,817
APPENDIX I ACCOUNTANTS’ REPORT
– I-68 –


--- page 463 ---
31. BUSINESS COMBINATION
Yichun Super Ming Food Technology Co., Ltd. (“Super Ming Food Technology”)
Super Ming Food Technology was founded in 2022 and is principally engaged in the sale of snacks and
beverages as well as the provision of related services.
The acquisition was made to increase the Company’s market share.
In November 2023, the Company entered into a capital investment agreement to acquire 100% equity interests
in Super Ming Food Technology from its then shareholders by issuing shares of the Company which represented 40%
of the Company’s equity interest.
The acquisition was completed in November 2023 when the Company obtained control of the operating and
financial activities of Super Ming Food Technology.
On the acquisition date, the Group replaced the unvested share-based payment arrangements of Super Ming
Group by newly granted RSs under the Company’s share-based payment arrangements, as further explained in note
32 to the Historical Financial Information.
The fair value of the identifiable assets and liabilities of Super Ming Group as at the date of acquisition were
as follows:
Notes
Fair value recognised
on acquisition
RMB’000
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 15,106
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 58,102
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 1,014,038
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 37,938
Prepayments, other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118321,070
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118311,661
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,153
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118244,106
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(270,445)
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(264,513)
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(241,875)
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 (57,755)
Tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(45,216)
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 (252,823)
Total identifiable net assets at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118911,547
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,142)
Goodwill on acquisition /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 2,250,400
3,154,805
Satisfied by:
Issuance of shares which represented 40.0% of the Company’s equity
interest, at fair value /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,154,805
The fair values of the trade receivables and prepayments, other receivables and other assets at the date of
acquisition were approximately equal to gross contractual amounts. The best estimate at the acquisition date of the
contractual cash flows not expected to be collected was considered as insignificant.
Other intangible assets of RMB1,008,716,000 in relation to the acquisition of a subsidiary have been
recognised by the Group.
Included in the goodwill of RMB2,250,400,000 recognised above was a potential contract with new customers,
which is not recognised separately as it is not separable and it does not meet the criteria for recognition as an
intangible asset under IAS 38 Intangible Assets . None of the goodwill recognised is expected to be deductible for
income tax purposes.
APPENDIX I ACCOUNTANTS’ REPORT
– I-69 –


--- page 464 ---
An analysis of the cash flows in respect of the acquisition is as follows:
RMB’000
Cash consideration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Cash and cash equivalents acquired /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118244,106
Net inflow of cash and cash equivalents included in cash flows from
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118244,106
Since the acquisition, Super Ming Group contributed RMB1,047,415,000 to the Group’s revenue and
RMB21,663,000 to the consolidated profit for the year ended 31 December 2023.
Had the combination taken place at the beginning of the year of 2023, the revenue from the Group and the
profit of the Group for the year ended 31 December 2023 would have been RMB17,048,977,000 and
RMB282,689,000, respectively.
32. SHARE-BASED PAYMENT
During the Relevant Periods, the Company and the founder of the Company signed restricted share agreements
(the “RS agreements”) with certain employees.
The RSs granted by the Company fall into two categories, of which vest entirely after the completion of a
service period ranging from 5 to 8 years or vest batch by batch equally during a period ranging for 6 months to 18
months, 1 year to 4 years, 2 years to 4 years or 2 years to 8 years. Once the vesting conditions underlying the
respective RSs are met, the RSs are considered duly and validly issued to the holders.
The following equity-settled share-based payment was outstanding during the Relevant Periods:
Weighted average
exercise price Number of RSs
RMB per RS
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 415,006
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 140,100
Forfeited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 (18,405)
At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 536,701
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 536,701
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 322,251
Forfeited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 (10,000)
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 848,952
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 848,952
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 151,448
Forfeited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 (35,000)
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 965,400
At 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 965,400
Conversion into a joint stock company (note 29) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N.A 597,004
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 3,723,955
Forfeited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.62 (80,547)
Capitalisation of capital reserve (note 29) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N.A 19,521,793
At 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.31 24,727,605
APPENDIX I ACCOUNTANTS’ REPORT
– I-70 –


--- page 465 ---
The fair values of the RSs granted during the years ended 31 December 2022, 2023 and 2024 and the nine
months ended 30 September 2025 were RMB33,045,000, RMB113,743,000, RMB63,185,000 and
RMB1,018,216,000, respectively. The fair value of each RS granted during the years ended 31 December 2022, 2023
and 2024 and the nine months ended 30 September 2025 was RMB235.87, RMB352.96, RMB417.20 and
RMB273.42, respectively.
The Group replaced the unvested share-based payment arrangements of Super Ming Group by newly granted
107,427 RSs under the Company’s share-based payment arrangements which was included in the RSs granted during
the year ended 31 December 2023. The fair value amounting to RMB24,752,000 was allocated to post-combination
service of employees to the Group and the fair value amounting to RMB13,166,000 was allocated to the consideration
for the acquisition of Super Ming Group.
The Company also granted 38,632 share options in 2024, which may vest during service periods ranging from
one to four years. In 2024, no share options were exercised or forfeited. No share options were exercisable as at 31
December 2024. The exercise price of 35,672 share options was RMB18.25 per share option. The exercise price of
2,960 share options was RMB12.90 per share option. In March 2025, the Company amended its share-based payment
arrangement by replacing all outstanding share options with RS on a 1:1 basis and revised the vesting period from
1 year to 4 years to 2 years to 4 years. Hence, there were no outstanding share options as of 30 September 2025.
The fair values of the share options granted during the year ended 31 December 2024 were RMB15,467,000.
The fair value of 35,672 share options was RMB399.95 per share option. The fair value of 2,960 share options
was RMB405.30 per share option.
The Group recognised share-based payment expenses of RMB9,844,000, RMB17,275,000, RMB77,343,000
and RMB233,516,000 in relation to the above-mentioned share-based payment for the years ended 31 December
2022, 2023 and 2024 and the nine months ended 30 September 2025, respectively.
Share-based payment expense relating to RSs granted to employees which is based on the grant date fair values
of the RSs is recognised on a straight-line basis over the entire vesting period. The fair value of each RS at the grant
date is determined using a DCF model, with the assistance of an independent third-party valuation firm.
Key assumptions are set out below:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
Discount rate (%) /H1118/H1118/H1118/H1118/H1118/H111811.6 11.0 10.9 10.9 11.4
Annual revenue growth
rate for the
5-year period (%) /H1118/H1118/H1118/H1118/H11184.6-61.8 6.4-121.0 3.4-57.0 3.4-57.0 2.0-26.3
The expected revenue growth rate was determined by the management based on past performance and its
expectation for market development. The discount rate was estimated by the weighted average cost of capital as of
the valuation date. Expected dividends were not incorporated in the fair value measurement.
The fair value of share options granted was estimated as at the date of grant using a Black-Scholes model,
taking into account the terms and conditions upon which the options were granted. The following table lists the inputs
to the model used:
Y ear ended
31 December
2024
Stock price volatility (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839.8
Risk-free rate (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.9
The stock price volatility applied to the option pricing model is derived from the historical stock price
volatility of comparable listed companies in the sector during the three-year period prior to the valuation date.
APPENDIX I ACCOUNTANTS’ REPORT
– I-71 –


--- page 466 ---
33. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Major non-cash transaction
Non-cash investing and financing activities disclosed in other notes are:
 Acquisition of 100% equity interests in Super Ming Group – Note 31
 Non-cash additions to right-of-use assets and lease liabilities – Note 15
(b) Changes in liabilities arising from financing activities
Interest-bearing
bank borrowings Lease liabilities
RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 44,392
Changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (17,827)
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 27,590
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,159
Derecognised upon early termination of leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (4,622)
At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 51,692
Increase arising from acquisition of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 57,755
Changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (39,960)
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 89,802
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,899
Derecognised upon early termination of leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (20,592)
At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 141,596
Changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118491,000 (113,153)
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 255,219
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,641
Derecognised upon early termination of leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (32,393)
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118491,000 257,910
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 141,596
Changes from financing cash flows (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (75,288)
New leases (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 182,049
Interest expense (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,000
Derecognised upon termination of leases (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118 – (28,306)
At 30 September 2024 (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 225,051
At 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118491,000 257,910
Changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(493,780) (111,497)
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 196,853
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,780 8,208
Derecognised upon termination of leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (44,492)
At 30 September 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 306,982
APPENDIX I ACCOUNTANTS’ REPORT
– I-72 –


--- page 467 ---
(c) Total cash outflows for leases
The total cash outflows for leases included in the consolidated statements of cash flows are as follows:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Within operating activities /H1118 5,817 8,472 39,375 35,588 32,884
Within investing activities /H1118 – 91,95 6–––
Within financing activities /H1118 17,827 39,960 113,153 75,288 111,497
23,644 140,388 152,528 110,876 144,381
34. COMMITMENTS
The Group had the following capital commitments at the end of each of the Relevant Periods:
As at 31 December
As at 30
September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Contracted, but not provided for
purchase of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 19,367 167,297 107,187
35. RELATED PARTY TRANSACTIONS
(a) Transactions with related parties:
The Group had the following material transactions with related parties during the Relevant Periods and
the nine months ended 30 September 2024:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Sale of goods and
provision of related
services to related
parties
Stores controlled by key
management
personnel /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 44,067 401,179 314,632 –
Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 145,246 167,854 119,073 189,328
– 189,313 569,033 433,705 189,328
Purchase of products
from
An entity controlled by
a shareholder who has
significant influence
over the Group* /H1118/H1118/H1118/H1118 – 28,472 92,503 50,557 20,716
APPENDIX I ACCOUNTANTS’ REPORT
– I-73 –


--- page 468 ---
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Advances of
receivables due from
Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,600 55,000 25,000 –
Repayment of
receivables due from
Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 25,400 25,400 20,800
Interest income from
Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–3 31 01 0 –
* The entity has ceased to be related party effective from 25 April 2025, as it no longer exercises
significant influence over the Company.
(b) Outstanding balances with related parties:
As at 31 December
As at 30
September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Amounts due from related
parties
Trade receivables
Stores controlled by key
management personnel /H1118/H1118/H1118/H1118 – 35,147 – –
Prepayments, other
receivables and
other assets
A director /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,15 0–––
Stores controlled by key
management personnel /H1118/H1118/H1118/H1118 – 5 7––
Associates* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,635 31,200 10,400
1,150 1,692 31,200 10,400
Amounts due to related
parties
Trade payables
An entity controlled by a
shareholder who has
significant influence over
the Group /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,756 5,197 –
Other payables and accruals
Stores controlled by key
management personnel /H1118/H1118/H1118/H1118 – 1,122 – –
Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1 42 1 –
– 1,136 21 –
Contract liabilities
Stores controlled by key
management personnel /H1118/H1118/H1118/H1118 – 1,490 1,321 –
Associates /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 1,454
– 1,490 1,321 1,454
APPENDIX I ACCOUNTANTS’ REPORT
– I-74 –


--- page 469 ---
Amounts due from related parties were unsecured, interest-free and repayable within one year, except for a
loan to one associate amounting to RMB30,000,000 and RMB10,000,000 as of 31 December 2024 and 30 September
2025 which was secured by the share of this associate and due in June 2025, and a loan to another associate
amounting to RMB1,635,000, RMB1,200,000 and RMB400,000 as of 31 December 2023, 2024 and 30 September
2025 with the interest rate of 4% and was due in September 2024, September 2025 and September 2025, respectively.
Amounts due to related parties were unsecured, interest-free and repayable within 30 days.
All above balances were trade in nature, except for amounts due from a director or associates and amounts due
to associates.
* As at 30 September 2025, loans to associates amounting to RMB10,400,000 were overdue, the Company
has made provision of RMB2,979,000 for the doubtful debt. Management expected the non-trade-related
receivable will not be settled prior to listing but will be collected from the associate before June 2026.
(c) Compensation of key management personnel of the Group:
Y ear ended 31 December Nine months ended 30 September
2022 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,461 5,933 10,378 5,851 7,022
Allowances and
benefits in kind /H1118/H1118 4 4 67 29 9
Pension scheme
contributions /H1118/H1118/H1118/H1118119 198 416 307 518
Equity-settled share-
based payment /H1118/H1118/H1118 10 1,715 10,820 8,117 140,230
7,594 7,850 21,681 14,304 147,779
Further details of directors’ and the chief executive’s emoluments are included in note 9 to the Historical
Financial Information.
(d) Redemption rights of the Pre-IPO Investors granted by all shareholders except the Pre-IPO Investors
(the “Other Shareholders”)
Prior to and during the Relevant Periods, the Pre-IPO Investors had been granted the redemption right
by the Other Shareholders (collectively, the “Company-side Shareholders Redemption Right”). Pursuant to the
supplemental agreement entered into by the Company and all shareholders in April 2025, the Company-side
Shareholders Redemption Right was terminated prior to the first submission of the listing application to the
Stock Exchange.
The Company has not provided any form of guarantee in connection with any potential default or failure
by the Other Shareholders to fulfill their obligations relating to Company-side Shareholders Redemption Right.
Accordingly, considering that the Company has no obligation to repurchase the shares, no financial liability
regarding Company-side Shareholders Redemption Right was recorded during the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-75 –


--- page 470 ---
36. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments as at 31 December 2022, 2023 and
2024 and 30 September 2025 are as follows:
31 December 2022
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 388,268 388,268
Restricted cash and time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 80,870 80,870
Financial assets at fair value through profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,370 – 50,370
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,632 3,632
Financial assets included in prepayments,
other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 66,883 66,883
50,370 539,653 590,023
Financial liabilities
Financial liabilities at
amortised cost
RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118117,805
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,692
Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,416
205,913
31 December 2023
Financial assets
Financial assets at
amortised cost
RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,720,850
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,036
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111860,034
Financial assets included in prepayments, other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118162,291
1,953,211
Financial liabilities
Financial liabilities at
amortised cost
RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118602,121
Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118268,573
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118141,596
1,012,290
APPENDIX I ACCOUNTANTS’ REPORT
– I-76 –


--- page 471 ---
31 December 2024
Financial assets
Financial assets at
fair value through
profit or loss
Financial assets at
amortised cost Total
RMB’000 RMB’000 RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,936,034 1,936,034
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,090 5,090
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,105 – 30,105
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 153,108 153,108
Financial assets included in prepayments,
other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 433,249 433,249
30,105 2,527,481 2,557,586
Financial liabilities
Financial liabilities at
amortised cost
RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,495,020
Interest-bearing bank borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118491,000
Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118502,856
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118257,910
2,746,786
30 September 2025
Financial assets
Financial assets at
amortised cost
RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,028,411
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,193
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,553
Financial assets included in prepayments, other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118292,159
3,353,316
Financial liabilities
Financial liabilities at
amortised cost
RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,488,458
Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118725,084
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118306,982
2,520,524
For the details of Pre-IPO Investments, please refer to note 29 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-77 –


--- page 472 ---
37. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
Management has assessed that the fair values of cash and cash equivalents, restricted cash and time deposits,
trade receivables, current portion of financial assets included in prepayments, other receivables and other assets,
interest-bearing bank borrowings, trade payables, financial liabilities included in other payables and accruals
approximate to their carrying amounts largely due to the short-term maturities of these instruments.
The Group’s finance center is responsible for determining the policies and procedures for the fair value
management of financial instruments. The finance center reports directly to the chief financial officer and the board
of directors. At each reporting date, the finance center 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 valuation process and results are discussed with the board of directors for annual financial
reporting.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could
be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following
methods and assumptions were used to estimate the fair values.
The fair value of the non-current portion of prepayment, other receivables and other assets has been calculated
by discounting the expected future cash flows using rates currently available for instruments with similar terms,
credit risk and remaining maturities. Its fair value approximates to its carrying amount.
Financial assets at fair value through profit or loss of the Group were wealth management products with banks
in Mainland China, the fair value of which was based on expected cash flow from implied yield.
Fair value hierarchy
The following table illustrates the fair value measurement hierarchy of the Group’s financial instruments:
Assets measured at fair value
Fair value measurement using
Quoted prices in
active markets
(Level 1)
Significant
observable inputs
(Level 2)
Significant
unobservable
inputs
(Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2022
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 50,370 – 50,370
As at 31 December 2024
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 30,105 – 30,105
During the Relevant Periods, there were no transfers of fair value measurements between Level 1 and Level
2 and no transfers out of Level 3 for financial assets.
38. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise financial assets at fair value through profit or loss, cash
and cash equivalent and interest-bearing bank borrowings. The Group has various other financial assets and liabilities
such as trade receivables and trade payables, which arise directly from its operations.
The main risks arising from the Group’s financial instruments are credit risk and liquidity risk. The
management of the Company reviews and agrees policies for managing each of these risks and they are summarised
below.
APPENDIX I ACCOUNTANTS’ REPORT
– I-78 –


--- page 473 ---
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 management of the Company consider the Group’s exposure to
bad debts is not significant.
Maximum exposure and staging as at 31 December 2022, 2023 and 2024 and 30 September 2025
The table below shows 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 staging classification as at 31 December 2022, 2023 and 2024 and 30 September 2025. The amounts
presented are gross carrying amounts for financial assets.
31 December 2022
12-month ECLs Lifetime ECLs
Stage 1
Simplified
approach Total
RMB’000 RMB’000 RMB’000
Trade receivables * /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,823 3,823
Financial assets included in prepayments, other
receivables and other assets
– Normal ** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866,886 – 66,886
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118388,268 – 388,268
Restricted cash and time deposits
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,870 – 80,870
536,024 3,823 539,847
31 December 2023
12-month ECLs Lifetime ECLs
Stage 1
Simplified
approach Total
RMB’000 RMB’000 RMB’000
Trade receivables * /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 60,112 60,112
Financial assets included in prepayments, other
receivables and other assets
– Normal ** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118162,339 – 162,339
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,720,850 – 1,720,850
Restricted cash
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,036 – 10,036
1,893,225 60,112 1,953,337
31 December 2024
12-month ECLs Lifetime ECLs
Stage 1
Simplified
approach Total
RMB’000 RMB’000 RMB’000
Trade receivables * /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 153,282 153,282
Financial assets included in prepayments, other
receivables and other assets
– Normal ** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118433,324 – 433,324
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,936,034 – 1,936,034
Restricted cash
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,090 – 5,090
2,374,448 153,282 2,527,730
APPENDIX I ACCOUNTANTS’ REPORT
– I-79 –


--- page 474 ---
30 September 2025
12-month ECLs Lifetime ECLs
Stage 1 Stage 2
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 27,802 27,802
Financial assets included in
prepayments, other receivables
and other assets
– Normal ** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118285,055 – – 285,055
– Doubtful** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,400 – 10,400
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,028,411 – – 3,028,411
Restricted cash
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,193 – – 5,193
3,318,659 10,400 27,802 3,356,861
* For trade receivables to which the Group applies the simplified approach for impairment, information
based on the provision matrix is disclosed in note 22 to the Historical Financial Information.
** The credit quality of the financial assets included in prepayments, other receivables and other assets is
considered to be “normal” when they are not past due and there is no information indicating that the
financial assets had a significant increase in credit risk since initial recognition. Otherwise, the credit
quality of the financial assets is considered to be “doubtful”.
Liquidity risk
The Group monitors and maintains a level of cash and cash equivalent deemed adequate by management of
the Group to finance the operations and mitigate the effects of fluctuations of cash flows.
The maturity profile of the Group’s financial liabilities as at 31 December 2022, 2023 and 2024 and 30
September 2025, based on the contractual undiscounted payments, is as follows:
31 December 2022
Less than
12 months 1 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118117,805 – – 117,805
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,416 – – 36,416
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,679 32,853 305 54,837
175,900 32,853 305 209,058
31 December 2023
Less than
12 months 1 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118602,121 – – 602,121
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118268,573 – – 268,573
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878,677 67,853 1,760 148,290
949,371 67,853 1,760 1,018,984
APPENDIX I ACCOUNTANTS’ REPORT
– I-80 –


--- page 475 ---
31 December 2024
Less than
12 months 1 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,495,020 – – 1,495,020
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118502,856 – – 502,856
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118116,719 140,202 15,645 272,566
Interest-bearing bank borrowings /H1118/H1118/H1118491,365 – – 491,365
2,605,960 140,202 15,645 2,761,807
30 September 2025
Less than
12 months 1 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,488,458 – – 1,488,458
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118725,084 – – 725,084
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118176,351 133,254 9,717 319,322
2,389,893 133,254 9,717 2,532,864
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 equity holders’
value.
The Group regards issued capital, capital reserve and all other equity reserves as its capital and 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
equity holders, return capital to equity holders 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.
The Group monitors capital using debt-to-asset ratio, which is total liabilities divided by total assets. The ratios
as at 31 December 2022, 2023 and 2024 and 30 September 2025 were as follows:
As at 31 December
As at 30
September
2022 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118933,014 6,698,734 10,168,219 11,545,217
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118340,922 2,103,918 4,440,420 4,323,015
Debt-to-asset ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836.54% 31.41% 43.67% 37.44%
39. EVENTS AFTER THE RELEV ANT PERIODS
There were no significant events after the end of the Relevant Periods that require additional disclosure or
adjustments.
40. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of the companies
comprising the Group in respect of any period subsequent to 30 September 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-81 –


--- page 476 ---
The following is the text of a report, prepared for inclusion in this prospectus, received
from the independent reporting accountants, Ernst & Young, Certified Public Accountants,
Hong Kong.
⭰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 THE SUPER MING GROUP HISTORICAL
FINANCIAL INFORMATION TO THE DIRECTORS OF BUSY MING GROUP CO.,
LTD., GOLDMAN SACHS (ASIA) L.L.C. AND HUATAI FINANCIAL HOLDINGS
(HONG KONG) LIMITED
Introduction
We report on the historical financial information of Yichun Super Ming Food Technology
Co., Ltd. (“Super Ming Food Technology”) and its subsidiaries (together, the “Super Ming
Group”) set out on pages IA-3 to IA-42, 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 Super Ming Group for the year ended 31 December 2022 and the eleven
months ended 30 November 2023 (the “Pre-acquisition Periods”), and the consolidated
statements of financial position of the Super Ming Group and the statements of financial
position of Super Ming Food Technology as at 31 December 2022 and 30 November 2023 and
material accounting policy information and other explanatory information (together, the “Super
Ming Group Historical Financial Information”). The Super Ming Group Historical Financial
Information set out on pages IA-3 to IA-42 forms an integral part of this report, which has been
prepared for inclusion in the prospectus of Busy Ming Group Co., Ltd. (the “Company”) dated
20 January 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 Super Ming Group Historical Financial Information
The directors of Super Ming Food Technology are responsible for the preparation of the
Super Ming Group 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 Super Ming Group Historical
Financial Information and for such internal control as the directors determine is necessary to
enable the preparation of the Super Ming Group 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 Super Ming Group Historical Financial
Information and to report our opinion to you. We conducted our work in accordance with Hong
Kong Standard on Investment Circular Reporting Engagements 200 Accountants’ Reports on
Historical Financial Information in Investment Circulars issued by the Hong Kong Institute of
Certified Public Accountants (“HKICPA”). This standard requires that we comply with ethical
standards and plan and perform our work to obtain reasonable assurance about whether the
Super Ming Group Historical Financial Information is free from material misstatement.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-1 –


--- page 477 ---
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Super Ming Group Historical Financial Information. The procedures selected
depend on the reporting accountants’ judgement, including the assessment of risks of material
misstatement of the Super Ming Group 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 Super Ming Group 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 Super Ming Group 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 Super Ming Group
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 Super Ming Group Historical Financial Information gives, for the
purposes of the accountants’ report, a true and fair view of the financial position of the Super
Ming Group and Super Ming Food Technology as at 31 December 2022 and 30 November 2023
and of the financial performance and cash flows of the Super Ming Group for each of the
Pre-acquisition Periods in accordance with the basis of preparation set out in note 2.1 to the
Super Ming Group 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 Super Ming Group Historical Financial Information, no adjustments to
the Super Ming Group Underlying Financial Statements as defined on page IA-3 have been
made.
Dividends
We refer to note 10 to the Super Ming Group Historical Financial Information which
contains information about the dividends paid by Super Ming Food Technology in respect of
the Pre-acquisition Periods.
Ernst & Y oung
Certified Public Accountants
Hong Kong
20 January 2026
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-2 –


--- page 478 ---
I. SUPER MING GROUP HISTORICAL FINANCIAL INFORMATION
Preparation of the Super Ming Group Historical Financial Information
Set out below is the Super Ming Group Historical Financial Information which forms an
integral part of this accountants’ report.
The financial statements of the Super Ming Group for the Pre-acquisition Periods, on
which the Super Ming Group Historical Financial Information is based, were audited by Ernst
& Y oung in accordance with Hong Kong Standards on Auditing issued by the HKICPA (the
“Super Ming Group Underlying Financial Statements”).
The Super Ming Group Historical Financial Information is presented in Renminbi
(“RMB”) and all values are rounded to the nearest thousand (RMB’000) except when otherwise
indicated.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-3 –


--- page 479 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Notes
Y ear ended
31 December 2022
Eleven months ended
30 November 2023
RMB’000 RMB’000
REVENUE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 854,816 6,753,659
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(810,611) (6,372,222)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,205 381,437
Other income and gains, and other
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 322 178
Selling and marketing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,707) (198,518)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,203) (74,800)
Impairment losses on financial assets, net /H1118 (24) (25)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 (161) (1,613)
PROFIT BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 2,432 106,659
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 (5,268) (41,504)
(LOSS)/PROFIT AND TOTAL
COMPREHENSIVE (LOSS)/INCOME
FOR THE YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,836) 65,155
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,836) 66,183
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,028)
(2,836) 65,155
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-4 –


--- page 480 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
Notes 31 December 2022 30 November 2023
RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 5,579 15,106
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 21,106 58,102
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 218 5,322
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 6,304 37,938
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 3,013 6,227
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,220 122,695
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 183,452 311,661
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 4,132 42,153
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 48,639 314,843
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 22,998 244,106
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118259,221 912,763
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 128,800 270,445
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 72,724 216,715
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 70,421 241,875
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 11,088 38,598
Tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,265 45,216
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118294,298 812,849
NET CURRENT
(LIABILITIES)/ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(35,077) 99,914
TOTAL ASSETS LESS
CURRENT LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,143 222,609
NON-CURRENT LIABILITIES
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 8,938 19,157
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 303 644
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 12,859 47,798
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,100 67,599
Net (liabilities)/assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,957) 155,010
EQUITY
Equity attributable to owners of
the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Paid-in capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 –1 1 6
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 (20,957) 147,752
(20,957) 147,868
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,142
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,957) 155,010
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-5 –


--- page 481 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Y ear ended 31 December 2022
Accumulated losses
RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(18,121)
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,836)
Total comprehensive loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,836)
At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(20,957)
Eleven months ended 30 November 2023
Attributable to owners of the parent
Paid-in
capital
Capital
reserve
Equity-settled
share-based
payment
reserve
Accumulated
losses Total
Non-controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 24) (note 24)
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (20,957) (20,957) – (20,957)
Profit for the period /H1118/H1118/H1118/H1118/H1118/H1118– – – 66,183 66,183 (1,028) 65,155
Total comprehensive income
for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 66,183 66,183 (1,028) 65,155
Dividends declared (note 10) /H1118 – – – (50,000) (50,000) – (50,000)
Capital injection (note 23) /H1118/H1118 116 149,734 – – 149,850 – 149,850
Capital contribution from
non-controlling interests /H1118/H1118 – – – – – 3,800 3,800
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (4,370) – – (4,370) 4,370 –
Equity-settled share-based
payment (note 25) /H1118/H1118/H1118/H1118/H1118/H1118– – 7,162 – 7,162 – 7,162
At 30 November 2023 /H1118/H1118/H1118/H1118/H1118116 145,364 7,162 (4,774) 147,868 7,142 155,010
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-6 –


--- page 482 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Notes
Y ear ended
31 December 2022
Eleven months ended
30 November 2023
RMB’000 RMB’000
CASH FLOWS FROM OPERATING
ACTIVITIES
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,432 106,659
Adjustments for:
Depreciation of items of property, plant
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 161 2,193
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H111812 1,799 22,448
Amortisation of other intangible assets /H1118 13 4 676
Share-based payment expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 – 7,162
Loss on disposal of items of property,
plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 –5 1
(Gain)/loss on early termination of
leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 (24) 118
Impairment losses on trade receivables,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 23 20
Impairment losses on prepayments,
other receivables and other assets,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 15
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (16) (541)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 161 1,613
4,541 140,404
Increase in inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(182,351) (128,209)
Increase in trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,155) (38,041)
Increase in prepayments, other
receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(45,759) (269,445)
Increase in trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118127,102 141,645
Increase in other payables and accruals /H1118 53,258 169,088
Increase in contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,164 178,930
32,800 194,372
Tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(60) (38,846)
Net cash flows from operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,740 155,526
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-7 –


--- page 483 ---
Notes
Y ear ended
31 December 2022
Eleven months ended
30 November 2023
RMB’000 RMB’000
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from disposal of items of
property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118 –2 8
Purchase of items of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,786) (9,411)
Purchase of other intangible assets /H1118/H1118/H1118/H1118/H111813 (222) (7,314)
Proceeds from disposal of other
intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,534
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 541
Net cash flows used in investing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,992) (14,622)
CASH FLOWS FROM FINANCING
ACTIVITIES
Capital injection /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 153,650
Dividends paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (50,000)
Interest portion of lease payments /H1118/H1118/H1118/H1118/H111826 (161) (1,613)
Principal portion of lease payments /H1118/H1118/H1118/H111826 (2,855) (21,833)
Net cash flows (used in)/from financing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,016) 80,204
NET INCREASE IN CASH AND
CASH EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,732 221,108
Cash and cash equivalents at beginning
of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118266 22,998
CASH AND CASH EQUIV ALENTS A T
END OF YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 22,998 244,106
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-8 –


--- page 484 ---
STATEMENTS OF FINANCIAL POSITION OF SUPER MING FOOD TECHNOLOGY
Notes 31 December 2022 30 November 2023
RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,185 9,026
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 16,900 34,848
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118218 5,153
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 – 65,700
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 1,731 17,990
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 3,007 4,151
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,041 136,868
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 183,452 134,347
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 40,049 15,206
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 53,086 283,817
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 22,728 174,447
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118299,315 607,817
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 128,800 86,545
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 81,222 151,078
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 87,920 260,577
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 9,537 25,121
Tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,416 38,707
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118314,895 562,028
NET CURRENT (LIABILITIES)/
ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,580) 45,789
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,461 182,657
NON-CURRENT LIABILITIES
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 6,152 7,162
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 303 642
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 – 7,003
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,455 14,807
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,006 167,850
EQUITY
Paid-in capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 –1 1 6
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 4,006 167,734
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,006 167,850
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-9 –


--- page 485 ---
1. CORPORATE INFORMATION
Super Ming Food Technology was registered in the People’s Republic of China (the “PRC”) as a limited
liability company on 9 June 2022. The registered office of Super Ming Food Technology is located at 2nd Floor,
Hanqing Building, No. 12, Datang Road, Yinzhou District, Yichun City, Jiangxi Province, PRC.
During the Pre-acquisition Periods, Super Ming Group was involved in the sale of snacks and beverages as
well as the provision of related services.
Since 30 November 2023, Busy Ming Group Co., Ltd. has become the holding company of Super Ming Food
Technology along with its subsidiaries. The Super Ming Group Historical Financial Information incorporates the
financial statements of Super Ming Food Technology and its subsidiaries for the year ended 31 December 2022 and
the eleven months ended 30 November 2023 to present the results and financial position of the Super Ming Group.
As at 30 November 2023, Super Ming Food Technology had direct interests in its subsidiaries, all of which
are private limited liability companies. The particular of principal subsidiary is set out below:
Name
Place and date of
registration and
place of business
Registered/Issued
and paid-up capital
Percentage of equity
attributable to Super
Ming Food Technology
Principal activitiesDirect Indirect
Wuhu Super Ming Business
Management Co., Ltd. (“ ጾಳႻ
ʮ̡”) (i) /H1118/H1118/H1118
PRC/Mainland China
6 January 2022 RMB1,000,000/Nil 100% — Sale of products
The English name of the PRC company above represents management’s best efforts in translating the Chinese
name of the company as no English name has been registered.
Note:
(i) No audited statutory financial statements of the company have been prepared for the year ended 31
December 2022.
2.1 BASIS OF PREPARATION
The Super Ming Group 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 Super Ming Group in the preparation of the
Super Ming Group Historical Financial Information throughout the Pre-acquisition Periods.
The Super Ming Group Historical Financial Information has been prepared under the historical cost
convention.
Basis of consolidation
The Super Ming Group Historical Financial Information includes the financial statements of Super Ming Food
Technology and its subsidiaries for the Pre-acquisition Periods. A subsidiary is an entity (including a structured
entity), directly or indirectly, controlled by Super Ming Food Technology. Control is achieved when Super Ming
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 Super Ming Group the current ability
to direct the relevant activities of the investee).
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
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Generally, there is a presumption that a majority of voting rights results in control. When Super Ming Food
Technology has, directly or indirectly, less than a majority of the voting or similar rights of an investee, Super Ming
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) Super Ming Group’s voting rights and potential voting rights.
The financial statements of the subsidiaries are prepared for the same reporting period as Super Ming Food
Technology, using consistent accounting policies. The results of subsidiaries are consolidated from the date on which
Super Ming 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 (“OCI”) are attributed to the owners of the
parent of Super Ming 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 Super Ming Group are eliminated in full on consolidation.
Super Ming 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 Super Ming Group loses control over a subsidiary, it derecognises (i) the assets (including goodwill) and
liabilities of the subsidiary, (ii) the carrying amount of any non-controlling interest and (iii) the cumulative
translation differences recorded in equity; and recognises (i) the fair value of the consideration received, (ii) the fair
value of any investment retained and (iii) any resulting surplus or deficit in profit or loss. Super Ming Group’s share
of components previously recognised in OCI is reclassified to profit or loss or retained profits, as appropriate, on the
same basis as would be required if Super Ming Group had directly disposed of the related assets or liabilities.
2.2 ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS
Super Ming Group has not adopted the following new and amended standards that have been issued but are
not yet effective in the Super Ming Group Historical Financial Information. Super Ming Group intends to apply these
new and amended standards, if applicable, when they become effective.
IFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in Financial Statements
2
IFRS 19 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability: Disclosures 2
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Amendments to the Classification and Measurement of
Financial Instruments 1
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118/H1118/H1118/H1118/H1118Contracts Referencing Nature-dependent Electricity 1
Amendments to IFRS 10 and IAS 28 /H1118/H1118/H1118/H1118/H1118/H1118Sale or Contribution of Assets between an Investor and its
Associate or Joint V enture 3
Annual Improvements to IFRS Accounting
Standards – V olume 11 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and
IAS 7 1
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
Super Ming Group is in the process of making an assessment of the impact of these new and amended standards
upon initial application. IFRS 18 introduces new requirements on presentation within the statement of profit or loss,
including specific totals and subtotals. It also requires disclosure of management-defined performance measures in a
note and introduces new requirements for aggregation and disaggregation of financial information. The new
requirements are expected to impact Super Ming Group’s presentation of the statement of profit or loss and disclosures
of Super Ming Group’s financial performance. So far, Super Ming Group considers that the new and amended standards
are unlikely to have a significant impact on Super Ming Group’s results of operations and financial position.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
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2.3 MATERIAL ACCOUNTING POLICY INFORMATION
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is required (other
than inventories, deferred tax assets 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.
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 Pre-acquisition Periods 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 Super Ming 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 Super Ming Group;
(ii) has significant influence over Super Ming Group; or
(iii) is a member of the key management personnel of Super Ming Group or of a parent of Super Ming
Group;
or
(b) the party is an entity where any of the following conditions applies:
(i) the entity and Super Ming 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 Super Ming Group are associates of the same third party;
(iv) one entity is an associate of a third entity and the other entity is a joint venture of the third entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either Super Ming
Group or an entity related to Super Ming 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 Super Ming Group or to the parent of Super Ming Group.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
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--- page 488 ---
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, Super Ming 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:
Category Principal annual rates
(%)
Plant and machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.50
Motor vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823.70
Electronic equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831.67
Office equipment and other equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819.00-31.67
Leasehold improvements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812.37-92.31
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 each financial year end.
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.
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 3 to 5 years based on Super Ming Group’s past experiences and different purposes on usages
of the software and the authorised period for such uses.
Leases
Super Ming 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.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
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--- page 489 ---
Group as a lessee
Super Ming Group applies a single recognition and measurement approach for all leases, except for short-term
leases and leases of low-value assets. Super Ming 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 any accumulated depreciation and any
impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets
includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at
or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a
straight-line basis over the shorter of the lease terms and the estimated useful lives of the assets as follows:
Warehouses, office premises /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.0-3.0 years
If ownership of the leased asset transfers to Super Ming Group by the end of the lease term or the cost
reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
(b) Lease liabilities
Lease liabilities are recognised at the commencement date of the lease at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including in-substance
fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate,
and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise
price of a purchase option reasonably certain to be exercised by Super Ming Group and payments of penalties
for termination of a lease, if the lease term reflects Super Ming Group exercising the option to terminate the
lease. The variable lease payments that do not depend on an index or a rate are recognised as an expense in
the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, Super Ming 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) or a change in assessment of an option to purchase the
underlying asset.
(c) Short-term leases
Super Ming Group applies the short-term lease recognition exemption to its short-term leases of offices
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).
Lease payments on short-term leases are recognised as an expense on a straight-line basis over the lease
term.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
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--- page 490 ---
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value
through other comprehensive income, and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash
flow characteristics and Super Ming Group’s business model for managing them. With the exception of trade
receivables that do not contain a significant financing component or for which Super Ming Group has applied the
practical expedient of not adjusting the effect of a significant financing component, Super Ming Group initially
measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss,
transaction costs. Trade receivables that do not contain a significant financing component or for which Super Ming
Group has applied the practical expedient are measured at the transaction price determined under IFRS 15 in
accordance with the policies set out for “Revenue recognition” below.
In order for a financial asset to be classified and measured at amortised cost or fair value through other
comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest (SPPI)
on the principal amount outstanding. Financial assets with cash flows that are not SPPI are classified and measured
at fair value through profit or loss, irrespective of the business model.
Super Ming 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 OCI 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.
All regular way purchases and sales of financial assets are recognised on the trade date, that is, the date that
Super Ming Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of
financial assets that require delivery of assets within the period generally established by regulation or convention in
the marketplace.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets measured at amortised cost
Super Ming Group measures financial assets at amortised cost if both of the following conditions are met:
 The financial asset is held within a business model with the objective to hold financial assets in order
to collect contractual cash flows; and
 The contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are
subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or
impaired.
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 Super Ming Group’s consolidated statement of financial position)
when:
 the rights to receive cash flows from the asset have expired; or
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-15 –


--- page 491 ---
 Super Ming 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) Super Ming Group has transferred substantially all the risks
and rewards of the asset, or (b) Super Ming Group has neither transferred nor retained substantially all
the risks and rewards of the asset, but has transferred control of the asset.
When Super Ming 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, Super Ming Group continues to recognise the transferred asset to the extent of Super Ming
Group’s continuing involvement. In that case, Super Ming 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 Super
Ming 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 Super Ming Group could
be required to repay.
Impairment of financial assets
General approach
Expected credit losses (ECLs) are recognised in two stages. For credit exposures for which there has not been
a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12 months (a 12-month ECL). For those credit exposures for which
there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit
losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
At each reporting date, Super Ming Group assesses whether the credit risk on a financial instrument has
increased significantly since initial recognition. When making the assessment, Super Ming 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. Super Ming Group
considers that there has been a significant increase in credit risk when contractual payments are more than 30 days
past due.
Super Ming Group considers a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, Super Ming Group may also consider a financial asset to be in default when internal or
external information indicates that Super Ming Group is unlikely to receive the outstanding contractual amounts in
full before taking into account any credit enhancements held by Super Ming 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 except for trade receivables which apply the simplified
approach as detailed below.
Stage 1 – Financial instruments for which credit risk has not increased significantly since initial
recognition and for which the loss allowance is measured at an amount equal to 12-month
ECLs
Stage 2 – Financial instruments for which credit risk has increased significantly since initial
recognition but that are not credit-impaired financial assets and for which the loss
allowance is measured at an amount equal to lifetime ECLs
Stage 3 – Financial assets that are credit-impaired at the reporting date (but that are not purchased
or originated credit-impaired) and for which the loss allowance is measured at an amount
equal to lifetime ECLs
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
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--- page 492 ---
Simplified approach
For trade receivables that do not contain a significant financing component or when Super Ming Group applies
the practical expedient of not adjusting the effect of a significant financing component, Super Ming Group applies
the simplified approach in calculating ECLs. Under the simplified approach, Super Ming Group does not track
changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. Super
Ming Group has established a provision matrix that is based on its historical credit loss experience, adjusted for
forward-looking factors specific to the debtors and the economic environment.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as trade and other payables, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of trade and other payables, net
of directly attributable transaction costs.
Super Ming Group’s financial liabilities include trade payables, other payables and accruals and lease
liabilities.
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 the statements of profit or loss.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost of inventories is determined on the
weighted average method. Net realisable value is based on estimated selling prices less any estimated costs to be
incurred to sale. Costs necessary to make the sale include incremental costs directly attributable to the sale and
non-incremental costs which Super Ming Group must incur to make the sale.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
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--- page 493 ---
Cash and cash equivalents
For the purpose of the consolidated statements of cash flows, cash and cash equivalents comprise cash on hand
and short term highly liquid investments that are readily convertible into known amounts of cash, are subject to an
insignificant risk of changes in value, and have a short maturity of generally within three months when acquired, less
bank overdrafts which are repayable on demand and form an integral part of Super Ming Group’s cash management.
For the purpose of the consolidated statements of financial position, cash and cash equivalents comprise cash
on hand and at banks, including assets similar in nature to cash, which are not restricted as to use.
Provisions
A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event
and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable
estimate can be made of the amount of the obligation.
When the effect of discounting is material, the amount recognised for a provision is the present value at the
end of each Pre-acquisition Periods of the future expenditures expected to be required to settle the obligation. The
increase in the discounted present value amount arising from the passage of time is included in finance costs in the
statements of profit or loss.
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 Pre-acquisition Periods, taking into consideration interpretations and practices prevailing in the countries in
which Super Ming Group has established business presence.
Deferred tax is provided, using the liability method, on all temporary differences at the end of each
Pre-acquisition Periods between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in
a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible
temporary differences; and
 in respect of taxable temporary differences associated with investments in subsidiaries and associates,
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, the carryforward of unused tax credits and
unused tax losses can be utilised, except:
 when the deferred tax asset relating to the deductible temporary differences arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise
to equal taxable and deductible temporary differences; and
 in respect of deductible temporary differences associated with investments in subsidiaries and
associates, 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.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-18 –


--- page 494 ---
The carrying amount of deferred tax assets is reviewed at the end of each Pre-acquisition Periods and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each Pre-acquisition
Periods and are recognised to the extent that it has become probable that sufficient taxable profit will be available
to allow all or part of the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted at the end of each Pre-acquisition Periods.
Deferred tax assets and deferred tax liabilities are offset if and only if Super Ming 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.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of goods or services is transferred to the
customers at an amount that reflects the consideration to which Super Ming Group expects to be entitled in exchange
for those goods or services. Super Ming Group has concluded that it is acting as a principal in primarily all of its
revenue arrangements because it typically controls the goods or services before transferring them to the customer.
Super Ming Group primarily generates its revenue from sale of goods and provision of related services. Further
details of Super Ming Group’s revenue recognition policies are as follows:
(a) Sale of goods
Revenue from the sale of goods is recognised at the point in time when control of the asset is transferred
to the customer. When goods are sold to franchised stores, revenue is recognised on delivery of the goods.
Membership loyalty programme
Super Ming Group operated a membership loyalty programme, which allowed end-customers to accumulate
loyalty points when they purchase products. Under IFRS 15, the membership loyalty programme gives rise to a
separate performance obligation because it provides a material right to the end-customer and Super Ming Group
allocated a portion of the transaction price to the loyalty points awarded to end-customers based on the relative
stand-alone selling price. The amount allocated to the loyalty programme is deferred, and is recognised as revenue
when loyalty points are redeemed or expired.
(b) Provision of related services
Super Ming Group provides management, technology and training services to the customers during the
service period through which customers enjoy benefits such as business operation support and information
technology support and training services. Revenue from the provision of technology and training services is
recognised over time because the customer simultaneously receives and consumes the benefits provided by
Super Ming Group.
Super Ming Group provides loading and unloading services and commission-based intermediary
services to snacks and beverages suppliers. Revenue from the provision of loading and unloading services and
commission-based intermediary services is recognised at the point in time.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-19 –


--- page 495 ---
Other income
Interest income is recognised on an accrual basis using the effective interest method by applying the rate that
exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter
period, when appropriate, to the net carrying amount of the financial asset.
Contract liabilities
A contract liability is recognised when a payment is received from a customer before Super Ming Group
transfers the related goods or services. Contract liabilities are recognised as revenue when Super Ming Group
performs under the contract (i.e., transfers control of the related goods or services to the customer).
Share-based payments
Super Ming Food Technology operates a share award arrangement for the purpose of providing incentives and
rewards to eligible participants who contribute to the success of Super Ming Group’s operations. Employees
(including directors) of Super Ming Group receive remuneration in the form of share-based payments, whereby
employees render services in exchange for equity instruments and restricted shares (“RSs”) (“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 Pre-acquisition Periods until the
vesting date reflects the extent to which the vesting period has expired and Super Ming 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.
Service and non-market performance conditions are not taken into account when determining the grant date
fair value of awards, but the likelihood of the conditions being met is assessed as part of Super Ming Group’s best
estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected
within the grant date fair value. Any other conditions attached to an award, but without an associated service
requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an
award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
Other employee benefits
Pension scheme
The employees of Super Ming Group’s subsidiaries which operate in Mainland China are required to
participate in a central pension scheme operated by the local municipal government. Super Ming Group is required
to contribute a certain percentage of their payroll costs to the central pension scheme. A defined contribution plan
is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have
no legal or constructive obligation to pay further amounts. The contributions are charged to profit or loss as they
become payable in accordance with the rules of the central pension scheme.
3. SIGNIFICANT ACCOUNTING JUDGEMENT AND ESTIMATES
The preparation of the Super Ming Group 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 IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-20 –


--- page 496 ---
Judgement
In the process of applying Super Ming Group’s accounting policies, management has made the following
judgement, apart from those involving estimations, which has the most significant effect on the amounts recognised
in the Super Ming Group Historical Financial Information:
Deferred tax assets
Deferred tax assets are recognised for all deductible temporary differences, and the carry forward of unused
tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which
the deductible temporary differences, and the carry forward of unused tax credits and unused tax 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. Further details are included in note 15 to the Super Ming Group Historical Financial Information.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each
Pre-acquisition Periods, 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.
Membership loyalty programme
Super Ming Group offers a membership loyalty programme, under which customers who joined the
membership are able to accumulate loyalty points through purchases of goods and could redeem these loyalty points
for free goods. Super Ming Group accrues for contract liability as members accumulate points based on the estimated
stand-alone selling price of the loyalty points expected to be redeemed. When members redeem loyalty points, the
accrued contract liability is reduced correspondingly. Super Ming Group estimates the percentage of loyalty points
that may be redeemed by end-customers with reference to the historical information, market practice and the
subsequent usage of loyalty points. The estimation is updated on a semi-annual basis and any adjustments to the
contract liability balance are charged against revenue. The carrying amounts of contract liabilities accrued for loyalty
points are disclosed in note 21 to the Super Ming Group Historical Financial Information.
Fair value measurement of share-based payments
Super Ming Group has granted RSs to Super Ming Group’s employees during the Pre-acquisition Periods. The
fair values of the RSs were determined through the application of the discounted cash flow (“DCF”) model at the
grant dates. Significant estimates on assumptions, including the future cash flows and discount rates, were made by
the board of directors of Super Ming Food Technology. Further details are included in note 25 to the Super Ming
Group Historical Financial Information.
4. OPERATING SEGMENT INFORMATION
No operating segment information is presented as Super Ming Group’s revenue and reported results during the
Pre-acquisition Periods, and Super Ming Group’s total assets as at 31 December 2022 and 30 November 2023 were
derived from one single operating segment.
Geographical information
As Super Ming Group generated all of its revenue in the PRC and all the non-current assets of Super Ming
Group were in the PRC during the Pre-acquisition Periods, no further geographical information is presented.
Information about major customers
No sales to a single customer accounted for more than 10% of Super Ming Group’s total revenue during the
Pre-acquisition Periods.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-21 –


--- page 497 ---
5. REVENUE
Revenue represents income from sale of goods to customers, and provision of related services during the year
ended 31 December 2022 and the eleven months ended 30 November 2023.
(i) Disaggregated revenue information
Y ear ended
31 December 2022
Eleven months ended
30 November 2023
RMB’000 RMB’000
Revenue from contracts with customers
Sale of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118852,340 6,716,295
Provision of related services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,476 37,364
Total revenue from contracts with customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118854,816 6,753,659
Timing of revenue recognition
At a point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118852,340 6,725,033
Over time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,476 28,626
Total revenue from contracts with customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118854,816 6,753,659
The following table illustrates the amounts of revenue recognised in each of the Pre-acquisition Periods that
were included in the contract liabilities at the beginning of the respective period:
Y ear ended
31 December 2022
Eleven months ended
30 November 2023
RMB’000 RMB’000
Sale of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,419 63,169
Provision of related services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,400
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,419 68,569
(ii) Performance obligations
Information about the Super Ming Group’s performance obligations is summarised below:
Sale of goods
When goods are sold to franchised stores, performance obligation is satisfied when goods are delivered
to customers. For majority of the sales transactions, customers make advance payments before the goods and
services are delivered to them.
End-customers are entitled to loyalty points according to the membership loyalty programme which
results in allocation of a portion of the transaction price to the loyalty points entitled by end-customers.
Revenue is recognised when loyalty points are redeemed or expired.
Provision of related services
The performance obligation of management, technology and training service is satisfied over time when
services are rendered. Generally, these services contracts are for periods of three or five years and payment
in advance is normally required.
The performance obligation of loading and unloading services and commission-based intermediary
services is satisfied upon completion of services. These service contracts are billed and payable within 1 month
after completion of the services.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-22 –


--- page 498 ---
The amounts of transaction prices allocated to the remaining performance obligations (unsatisfied or
partially unsatisfied) as at 31 December 2022 and 30 November 2023 are as follows:
As at
31 December 2022
As at
30 November 2023
RMB’000 RMB’000
Amounts expected to be recognised as revenue:
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,724 216,715
After one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,859 47,798
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885,583 264,513
The amounts of transaction prices allocated to the remaining performance obligations which are expected
to be recognised as revenue after one year relate to services, of which the performance obligations are to be
satisfied within two to four years. Except for the membership loyalty programme, the Super Ming Group does
not have variable consideration which is constrained and not included in the amounts disclosed above.
6. OTHER INCOME AND GAINS, AND OTHER EXPENSES
Y ear ended
31 December 2022
Eleven months ended
30 November 2023
RMB’000 RMB’000
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 541
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–5 0
Compensation received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–4 1 1
Donations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(19) (1,200)
Foreign exchange differences, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 321
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118325 55
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118322 178
7. PROFIT BEFORE TAX
The Super Ming Group’s profit before tax is arrived at after charging:
Notes
Y ear ended
31 December 2022
Eleven months
ended 30 November
2023
RMB’000 RMB’000
Cost of inventories sold /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118798,948 6,234,956
Transportation expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,351 116,596
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 1,799 22,448
Depreciation of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H111811 161 2,193
Amortisation of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 4 676
Auditor’s remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118233 562
Employee benefit expense:
Wages and salaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,753 117,916
Pension scheme contributions* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118462 5,024
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 – 7,162
Expenses relating to short-term leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,675 7,830
Impairment losses on trade receivables, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 23 20
Impairment losses on financial assets included in
prepayments, other receivables and other assets, net /H1118 15
Loss on disposal of items of property, plant
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–5 1
* There are no forfeited contributions that may be used by the Super Ming Group as the employer to
reduce the existing level of contributions
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-23 –


--- page 499 ---
8. FINANCE COSTS
An analysis of finance costs is as follows:
Y ear ended
31 December 2022
Eleven months ended
30 November 2023
RMB’000 RMB’000
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118161 1,613
9. INCOME TAX
The Super Ming Group is subject to income tax on an entity basis on profits arising in or derived from the tax
jurisdictions in which members of the Super Ming Group are domiciled or operate.
PRC enterprise income tax
Under the Law of the PRC on Enterprise Income Tax (the “EIT Law”) and Implementation Regulation of the
EIT Law, the EIT rate of the Super Ming Group’s PRC subsidiaries is 25%.
Certain of the Super Ming Group’s PRC subsidiaries are qualified as small and micro enterprises and were
entitled to a preferential EIT rate of 2.5% for the taxable income below RMB1 million and a preferential EIT rate
of 5% for the taxable income between RMB1 million and RMB3 million for the year ended December 31, 2022, while
entitled to a preferential EIT rate of 5% for the taxable income below RMB3 million for the eleven months ended
November 30, 2023.
Y ear ended
31 December 2022
Eleven months ended
30 November 2023
RMB’000 RMB’000
Current income tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,269 72,797
Deferred tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,001) (31,293)
Total tax charge for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,268 41,504
A reconciliation of the tax expense applicable to profit before tax at the statutory rate for the jurisdictions in
which Super Ming Food Technology and the majority of its subsidiaries are domiciled or operate to the tax expense
at the effective tax rate is as follows:
Y ear ended
31 December 2022
Eleven months ended
30 November 2023
RMB’000 RMB’000
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,432 106,659
Tax at the statutory tax rate of 25% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118608 26,665
Effect of preferential tax rates of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (238)
Expenses not deductible for tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,610 13,284
Tax losses and temporary differences not recognised /H1118/H1118/H1118/H1118/H1118/H11181,050 2,843
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,050)
Tax charge at the effective rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,268 41,504
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-24 –


--- page 500 ---
10. DIVIDENDS
Y ear ended
31 December 2022
Eleven months ended
30 November 2023
RMB’000 RMB’000
Dividends declared by Super Ming Food Technology /H1118/H1118/H1118/H1118/H1118/H1118 – 50,000
On 6 November 2023, Super Ming Food Technology declared dividends of RMB50,000,000 to its shareholders,
which were paid in November 2023.
11. PROPERTY, PLANT AND EQUIPMENT
Super Ming Group
Plant and
machinery
Motor
vehicles
Electronic
equipment
Office
equipment
and other
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
30 November 2023
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,806 122 905 755 152 5,740
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(35) (2) (47) (52) (25) (161)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,771 120 858 703 127 5,579
At 1 January 2023, net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,771 120 858 703 127 5,579
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,752 1,287 1,919 1,493 2,348 11,799
Depreciation provided during the period /H1118 (466) (169) (504) (348) (706) (2,193)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(62) – – (17) – (79)
At 30 November 2023, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,995 1,238 2,273 1,831 1,769 15,106
At 30 November 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,490 1,409 2,824 2,229 2,500 17,452
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(495) (171) (551) (398) (731) (2,346)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,995 1,238 2,273 1,831 1,769 15,106
Plant and
machinery
Motor
vehicles
Electronic
equipment
Office
equipment
and other
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2022
At 1 January 2022, net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– ––
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,806 122 905 755 152 5,740
Depreciation provided during the year /H1118/H1118 (35) (2) (47) (52) (25) (161)
At 31 December 2022, net of
accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,771 120 858 703 127 5,579
At 31 December 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,806 122 905 755 152 5,740
Accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(35) (2) (47) (52) (25) (161)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,771 120 858 703 127 5,579
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-25 –


--- page 501 ---
12. LEASES
Super Ming Group as a lessee
Super Ming Group has lease contracts for items of office premises and warehouses used in its operations.
Leases of office premises and warehouses generally have lease terms between 1 year and 3 years.
(a) Right-of-use assets
The carrying amounts of right-of-use assets and the movements during the year ended 31 December 2022 and
the eleven months ended 30 November 2023 are as follows:
Super Ming Group
Office premises
and warehouses
RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,161
Depreciation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,799)
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,256)
At 31 December 2022, net of accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,106
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,549
Depreciation provided during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(22,448)
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,105)
At 30 November 2023, net of accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,102
Super Ming Food Technology
Office premises and
warehouses
RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,009
Depreciation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,109)
At 31 December 2022, net of accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,900
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836,384
Depreciation provided during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15,331)
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,105)
At 30 November 2023, net of accumulated depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,848
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-26 –


--- page 502 ---
(b) Lease liabilities
The carrying amounts of lease liabilities and the movements during the year ended 31 December 2022 and the
eleven months ended 30 November 2023 are as follows:
Super Ming Group
31 December 2022 30 November 2023
RMB’000 RMB’000
Carrying amount at 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 20,026
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,161 62,549
Accretion of interest recognised during the year/period /H1118/H1118/H1118/H1118/H1118 161 1,613
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,280) (2,987)
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,016) (23,446)
Carrying amount at year/period end /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,026 57,755
Analysed into:
Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,088 38,598
Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,938 19,157
Super Ming Food Technology
31 December 2022 30 November 2023
RMB’000 RMB’000
Carrying amount at 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,689
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,009 36,383
Accretion of interest recognised during the year/period /H1118/H1118/H1118/H1118/H1118 85 910
Early termination /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (3,100)
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,405) (17,599)
Carrying amount at year/period end /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,689 32,283
Analysed into:
Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,537 25,121
Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,152 7,162
The maturity analysis of lease liabilities is disclosed in note 29 to the Super Ming Group Historical Financial
Information.
(c) The amounts recognised in profit or loss in relation to leases are as follows:
Super Ming Group
Y ear ended
31 December 2022
Eleven months ended
30 November 2023
RMB’000 RMB’000
Depreciation expense of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,799 22,448
Interest expense on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118161 1,613
(Gain)/loss on early termination of leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24) 118
Expense relating to short-term leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,675 7,830
Total amount recognised in profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,611 32,009
(d) The total cash outflows for leases are disclosed in note 26(c) to the Historical Financial Information.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-27 –


--- page 503 ---
13. OTHER INTANGIBLE ASSETS
Super Ming Group
Software
RMB’000
30 November 2023
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118222
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118218
At 1 January 2023, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118218
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,314
Amortisation provided during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(676)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,534)
At 30 November 2023, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,322
At 30 November 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,862
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(540)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,322
Software
RMB’000
31 December 2022
At 1 January 2022, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118222
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4)
At 31 December 2022, net of accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118218
At 31 December 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118222
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118218
14. INVESTMENTS IN SUBSIDIARIES
Super Ming Food Technology
31 December 2022 30 November 2023
RMB’000 RMB’000
Investment costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 65,700
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-28 –


--- page 504 ---
15. DEFERRED TAX
The movements in deferred tax assets during the year ended 31 December 2022 and the eleven months ended
30 November 2023 are as follows:
Super Ming Group
Contract
liabilities
Losses available
for offsetting
against future
taxable profit
Lease
liabilities
Deductible
advertising
and general
publicity expenses Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– –– –––
Deferred tax credited to profit or
loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,042 255 4,076 – – 10,373
Gross deferred tax assets at
31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,042 255 4,076 – – 10,373
Deferred tax credited to profit or
loss during the period /H1118/H1118/H1118/H1118/H1118/H1118/H111827,662 3,290 9,017 107 – 40,076
Gross deferred tax assets at
30 November 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,704 3,545 13,093 107 – 50,449
Super Ming Food Technology
Contract liabilities Lease liabilities Total
RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Deferred tax credited to profit or
loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,731 3,922 5,653
Gross deferred tax assets at
31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,731 3,922 5,653
Deferred tax credited to profit or loss
during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,259 4,149 20,408
Gross deferred tax assets at
30 November 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,990 8,071 26,061
As at 31 December 2022 and 30 November 2023, deferred tax assets have been recognised in respect of tax
losses arising in Mainland China, which will expire in one to five years for offsetting against future taxable profits.
As at 31 December 2022 and 30 November 2023, certain subsidiaries of the Super Ming Group had deductible
temporary differences and tax loss of RMB4,200,000 and RMB15,572,000 respectively. Deferred tax assets have not
been recognised in respect of these deductible temporary differences and tax loss as it is not considered 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.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-29 –


--- page 505 ---
The movements in deferred tax liabilities during the year ended 31 December 2022 and the eleven months
ended 30 November 2023 are as follows:
Super Ming Group
Right-of-use assets
RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Deferred tax charged to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,372
Gross deferred tax liabilities at 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,372
Deferred tax charged to profit or loss during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,783
Gross deferred tax liabilities at 30 November 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,155
Super Ming Food Technology
Right-of-use assets
RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Deferred tax charged to profit or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,225
Gross deferred tax liabilities at 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,225
Deferred tax charged to profit or loss during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,488
Gross deferred tax liabilities at 30 November 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,713
For presentation purposes, certain deferred tax assets and liabilities have been offset in the consolidated
statements of financial position of the Super Ming Group. The following is an analysis of the deferred tax balances
of the Super Ming Group for financial reporting purposes:
Super Ming Group
31 December 2022 30 November 2023
RMB’000 RMB’000
Net deferred tax assets recognised in the consolidated
statements of financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,304 37,938
Net deferred tax liabilities recognised in the consolidated
statements of financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118303 644
Super Ming Food Technology
31 December 2022 30 November 2023
RMB’000 RMB’000
Net deferred tax assets recognised in the statements of
financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,731 17,990
Net deferred tax liabilities recognised in the statements of
financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118303 642
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-30 –


--- page 506 ---
16. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
Super Ming Group
31 December 2022 30 November 2023
RMB’000 RMB’000
Current:
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,721 207,963
Deposits and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,879 64,095
Recoverable value added tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118814 40,144
Other current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,226 2,647
48,640 314,849
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1) (6)
48,639 314,843
Non-current:
Deposits and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,432 4,802
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,581 1,425
3,013 6,227
The financial assets included in the above balances relate to receivables for which there was no recent history
of default and past due amounts. As at 31 December 2022 and 30 November 2023, the loss allowance was assessed
to be minimal.
Super Ming Food Technology
31 December 2022 30 November 2023
RMB’000 RMB’000
Current:
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,672 144,888
Deposits and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,239 62,893
Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,601 73,379
Recoverable value added tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118701 1,966
Other current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118873 695
53,086 283,821
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (4)
53,086 283,817
Non-current:
Deposits and other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,432 4,072
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,575 79
3,007 4,151
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-31 –


--- page 507 ---
17. INVENTORIES
Super Ming Group
31 December 2022 30 November 2023
RMB’000 RMB’000
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118173,952 266,705
Goods shipped in transit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,500 44,774
Other inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 182
183,452 311,661
Super Ming Food Technology
31 December 2022 30 November 2023
RMB’000 RMB’000
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118173,952 114,722
Goods shipped in transit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,500 19,567
Other inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–5 8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118183,452 134,347
18. TRADE RECEIV ABLES
Super Ming Group
31 December 2022 30 November 2023
RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,155 42,196
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(23) (43)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,132 42,153
The Super Ming Group seeks to maintain strict control over its outstanding receivables and has a credit control
department to minimise credit risk. The credit period generally ranges from one day to one month. Overdue balances
are reviewed regularly by senior management. In view of the aforementioned and the fact that the Super Ming
Group’s trade receivables relate to various diversified customers, there is no significant concentration of credit risk.
The Super Ming Group does not hold any collateral or other credit enhancements over its trade receivable balances.
The balances of trade receivables are non-interest-bearing.
An ageing analysis of the trade receivables as at 31 December 2022 and 30 November 2023, based on the
invoice date and net of loss allowance, is as follows:
31 December 2022 30 November 2023
RMB’000 RMB’000
Within 1 month /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,132 42,153
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
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The movements in the loss allowance for impairment of trade receivables are as follows:
31 December 2022 30 November 2023
RMB’000 RMB’000
At the beginning of the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–2 3
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 20
At the end of the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 43
The Super Ming Group applies the simplified approach to provide for expected credit losses prescribed by
IFRS 9, which permits the use of the lifetime expected credit loss provision for all trade receivables. Super Ming
Group overall considers the characteristics of the shared credit risk and the days past due of the trade receivables to
measure the expected credit losses. Majority of the receivables were neither past due nor impaired and relate to
diversified customers.
To measure the ECLs, trade receivables have been grouped based on shared credit risk characteristics and the
days past due. Forward-looking information was also incorporated. The expected credit loss rates were 0.6% and
0.1% as at 31 December 2022 and 30 November 2023, respectively.
Super Ming Food Technology
31 December 2022 30 November 2023
RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,072 15,247
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(23) (41)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,049 15,206
An ageing analysis of the trade receivables as at 31 December 2022 and 30 November 2023, based on the
invoice date and net of loss allowance, is as follows:
31 December 2022 30 November 2023
RMB’000 RMB’000
Within 1 month /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,049 15,206
The movements in the loss allowance for impairment of trade receivables are as follows:
31 December 2022 30 November 2023
RMB’000 RMB’000
At the beginning of the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–2 3
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 18
At the end of the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 41
Super Ming Food Technology applies the simplified approach to provide for expected credit losses prescribed
by IFRS 9, which permits the use of the lifetime expected credit loss provision for all trade receivables. Super Ming
Food Technology overall considers the characteristics of the shared credit risk and the days past due of the trade
receivables to measure the expected credit losses. Majority of the receivables were neither past due nor impaired and
relate to diversified customers.
To measure the ECLs, trade receivables have been grouped based on shared credit risk characteristics and the
days past due. Forward-looking information was also incorporated. The expected credit loss rates were 0.1% and
0.3% as at 31 December 2022 and 30 November 2023, respectively.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
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19. CASH AND CASH EQUIV ALENTS
Super Ming Group
31 December 2022 30 November 2023
RMB’000 RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,998 244,106
Denominated in:
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,998 244,105
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1
22,998 244,106
The RMB is not freely convertible into other currencies, however, under Regulations on the Foreign Exchange
Control of the PRC and the Administrative Regulations on Settlements, Sales and Payments in Foreign Exchange, the
Super Ming Group is permitted to exchange RMB for other currencies through banks authorised to conduct foreign
exchange business.
Super Ming Food Technology
31 December 2022 30 November 2023
RMB’000 RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,728 174,447
Denominated in:
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,728 174,446
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–1
22,728 174,447
20. TRADE PAYABLES
An ageing analysis of the trade payables as at 31 December 2022 and 30 November 2023, based on the invoice
date, is as follows:
Super Ming Group
31 December 2022 30 November 2023
RMB’000 RMB’000
Within 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,800 270,445
Trade payables are non-interest-bearing and normally settled on terms of up to 6 months.
Super Ming Food Technology
31 December 2022 30 November 2023
RMB’000 RMB’000
Within 6 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,800 86,545
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
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--- page 510 ---
21. CONTRACT LIABILITIES
Super Ming Group
1 January 2022 31 December 2022 30 November 2023
RMB’000 RMB’000 RMB’000
Current:
Sale of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,419 66,832 185,440
Provision of related services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,892 31,275
5,419 72,724 216,715
Non-current:
Provision of related services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,859 47,798
Contract liabilities of the Super Ming Group mainly arise from the advance payments received from customers
for goods and deferred upfront services fees. The increase in contract liabilities as at 30 November 2023 was mainly
due to the increase of short-term advances received from customers in relation to the sale of goods at the end of that
period. The carrying amounts of contract liabilities related to loyalty points at 31 December 2022 and 30 November
2023 was RMB5,420,000 and RMB57,764,000 respectively.
Super Ming Food Technology
1 January 2022 31 December 2022 30 November 2023
RMB’000 RMB’000 RMB’000
Current:
Sale of goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,419 81,222 146,686
Provision of related services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 4,392
5,419 81,222 151,078
Non-current:
Provision of related services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7,003
22. OTHER PAYABLES AND ACCRUALS
Super Ming Group
31 December 2022 30 November 2023
RMB’000 RMB’000
Current:
Payroll and welfare payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,844 19,086
Accruals and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,761 75,564
Other tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,360 83,605
Deposits payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,456 63,620
70,421 241,875
Other payables are unsecured and non-interest-bearing. The fair values of other payables at 31 December 2022
and 30 November 2023 approximated to their corresponding carrying amounts.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-35 –


--- page 511 ---
Super Ming Food Technology
31 December 2022 30 November 2023
RMB’000 RMB’000
Current:
Payroll and welfare payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,651 12,124
Accruals and other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,739 52,367
Due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,180 113,993
Other tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,004 34,046
Deposits payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,346 48,047
87,920 260,577
23. PAID-IN CAPITAL
Total
RMB’000
At 31 December 2022 and at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Capital injection (note (i)) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118116
At 30 November 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118116
Note:
(i) In May 2023, capital totaling RMB149,850,000 was injected into Yichun Super Ming Food Technology
Co., Ltd. by investors with approximately RMB116,000 and RMB149,734,000 credited to paid-in
capital and capital reserve, respectively.
24. RESERVE
(a) Capital reserve
The capital reserve mainly represents capital contribution. Details of the movement in capital reserve are set
out in the consolidated statements of changes in equity of Super Ming Group.
(b) Equity-settled share-based payment reserve
The equity-settled share-based payment reserve comprises the fair value of the RSs granted, as further
explained in note 25 below.
(c) Reserve movement of Super Ming Food Technology
Y ear ended 31 December 2022
(Accumulated losses)/
retained profits
RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,007)
Profit and total comprehensive income for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,013
At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,006
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
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--- page 512 ---
Eleven months ended 30 November 2023
Paid-in capital Capital reserve
Equity-settled
share-based
payment
reserve
Retained
profits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 4,006 4,006
Profit and total comprehensive
income for the period /H1118/H1118/H1118/H1118/H1118– – – 56,832 56,832
Capital injection /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118116 149,734 – – 149,850
Equity-settled share-based
payment arrangements /H1118/H1118/H1118/H1118 – – 7,162 – 7,162
Dividends declared /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (50,000) (50,000)
At 30 November 2023 /H1118/H1118/H1118/H1118/H1118/H1118116 149,734 7,162 10,838 167,850
25. SHARE-BASED PAYMENT
During the eleven months ended 30 November 2023, Yichun Super Ming Food Technology Co., Ltd signed
restricted share agreements (the “RS agreements”) with certain employees.
The RSs granted vest batch by batch equally during a period ranging for 1 year to 4 years. Once the vesting
conditions underlying the respective RSs are met, the RSs are considered duly and validly issued to the holders.
The following equity-settled share-based payment was outstanding during the eleven months ended 30
November 2023:
Weighted average
exercise price Number of RSs
RMB per RS
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Granted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 14,000
At 30 November 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.00 14,000
The fair value of the RSs granted during the eleven months ended 30 November 2023 was RMB20,651,000
(RMB1475.06 each).
Super Ming Group recognised share-based payment expenses of nil and RMB7,162,000 in relation to the
above-mentioned share-based payment during the year ended 31 December 2022 and the eleven months ended 30
November 2023.
Share-based payment expense relating to RSs granted to employees which is based on the grant date fair values
of the RSs is recognised on a straight-line basis over the entire vesting period. The fair value of each RS at the grant
date is determined using a DCF model, with the assistance of an independent third-party valuation firm.
Key assumptions are set out below:
Eleven months ended
30 November
2023
Discount rate (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811.5
Annual revenue growth rate for the 5-year period (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.3-59.1
The expected revenue growth rate is determined by the management based on past performance and its
expectation for market development. The discount rate was estimated by the weighted average cost of capital as of
the valuation date.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
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26. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS OF SUPER MING GROUP
(a) Major non-cash transaction
Non-cash investing and financing activities disclosed in other note are:
 Non-cash additions to right-of-use assets and lease liabilities – note 12
(b) Changes in liabilities arising from financing activities
Lease liabilities
RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,016)
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,161
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118161
Derecognised upon termination of leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,280)
At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,026
Changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(23,446)
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,549
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,613
Derecognised upon termination of leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,987)
At 30 November 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,755
(c) Total cash outflows for leases
The total cash outflows for leases included in the consolidated statements of cash flows are as follows:
Y ear ended
31 December 2022
Eleven months ended
30 November 2023
RMB’000 RMB’000
Within operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,675 7,830
Within financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,016 23,446
5,691 31,276
27. RELATED PARTY TRANSACTIONS
The Super Ming Group had the following material transactions with related parties during the year ended 31
December 2022 and the eleven months ended 30 November 2023:
(a) Transactions with related parties:
Y ear ended
31 December 2022
Eleven months ended
30 November 2023
RMB’000 RMB’000
Sale of goods and provision of related services to
related parties
Stores controlled by key management personnel /H1118/H1118/H1118/H1118/H1118 46,894 337,718
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-38 –


--- page 514 ---
(b) Outstanding balances with related parties:
31 December 2022 30 November 2023
RMB’000 RMB’000
Amounts due from related parties
Trade receivables
Stores controlled by key management personnel /H1118/H1118/H1118/H1118/H1118 3,750 35,565
Prepayments, other receivables and other assets
Stores controlled by key management personnel /H1118/H1118/H1118/H1118/H1118 –1 4
Amounts due to related parties
Other payables and accruals
Stores controlled by key management personnel /H1118/H1118/H1118/H1118/H1118 55 1,152
Contract liabilities
Stores controlled by key management personnel /H1118/H1118/H1118/H1118/H1118 96 1,282
Amounts due from related parties were trade in nature, unsecured, interest-free and repayable on demand, and
amounts due to related parties were trade in nature, unsecured, interest-free and repayable within 30 days.
28. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments as at 31 December 2022 and 30
November 2023 are as follows:
31 December 2022
Financial assets
Financial assets at
amortised cost
RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,998
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,132
Financial assets included in prepayments, other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H11186,117
33,247
Financial liabilities
Financial liabilities at
amortised cost
RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,800
Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,217
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,026
202,043
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-39 –


--- page 515 ---
30 November 2023
Financial assets
Financial assets at
amortised cost
RMB’000
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118244,106
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,153
Financial assets included in prepayments, other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H111872,963
359,222
Financial liabilities
Financial liabilities at
amortised cost
RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118270,445
Financial liabilities included in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,184
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,755
467,384
29. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Super Ming Group’s principal financial instruments comprise cash and cash equivalent. The Super Ming
Group has various other financial assets and liabilities such as trade receivables and trade payables, which arise
directly from its operations.
The main risks arising from the Super Ming Group’s financial instruments are credit risk and liquidity risk.
The management of the Super Ming Food Technology reviews and agrees policies for managing each of these risks
and they are summarised below.
Credit risk
The Super Ming Group trades only with recognised and creditworthy third parties. It is the Super Ming 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 management of Super Ming Food Technology consider
the Super Ming Group’s exposure to bad debts is not significant.
Maximum exposure and staging as at 31 December 2022 and 30 November 2023
The table below shows the credit quality and the maximum exposure to credit risk based on the Super Ming
Group’s credit policy, which is mainly based on past due information unless other information is available without
undue cost or effort, and staging classification as at 31 December 2022 and 30 November 2023. The amounts
presented are gross carrying amounts for financial assets.
31 December 2022
12-month ECLs Lifetime ECLs
Stage 1
Simplified
approach Total
RMB’000 RMB’000 RMB’000
Trade receivables * /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,155 4,155
Financial assets included in prepayments, other
receivables and other assets
– Normal ** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,118 – 6,118
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,998 – 22,998
29,116 4,155 33,271
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-40 –


--- page 516 ---
30 November 2023
12-month ECLs Lifetime ECLs
Stage 1
Simplified
approach Total
RMB’000 RMB’000 RMB’000
Trade receivables * /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 42,196 42,196
Financial assets included in prepayments, other
receivables and other assets
– Normal ** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,969 – 72,969
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118244,106 – 244,106
317,075 42,196 359,271
* For trade receivables to which the Super Ming Group applies the simplified approach for impairment,
RMB4,155,000 and RMB42,196,000 are not yet past due as at 31 December 2022 and 30 November
2023, respectively.
** The credit quality of the financial assets included in prepayments, other receivables and other assets is
considered to be “normal” when they are not past due and there is no information indicating that the
financial assets had a significant increase in credit risk since initial recognition. Otherwise, the credit
quality of the financial assets is considered to be “doubtful”.
Liquidity risk
The Super Ming Group monitors and maintains a level of cash and cash equivalent deemed adequate by
management of the Super Ming Group to finance the operations and mitigate the effects of fluctuations of cash flows.
The maturity profile of the Super Ming Group’s financial liabilities as at 31 December 2022 and 30 November
2023, based on the contractual undiscounted payments, is as follows:
31 December 2022
Less than
12 months 1 to 5 years Total
RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,800 – 128,800
Financial liabilities included in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111853,217 – 53,217
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,709 9,141 20,850
193,726 9,141 202,867
30 November 2023
Less than
12 months 1 to 5 years Total
RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118270,445 – 270,445
Financial liabilities included in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118139,184 – 139,184
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,078 19,422 59,500
449,707 19,422 469,129
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-41 –


--- page 517 ---
Capital management
The primary objectives of the Super Ming Group’s capital management are to safeguard the Super Ming
Group’s ability to continue as a going concern and to maintain healthy capital ratios in order to support its business
and maximise equity holders’ value.
The Super Ming 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 Super Ming Group may adjust the dividend payment to equity holders, return capital to equity holders or issue
new shares. The Super Ming 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 Pre-acquisition Periods.
The Super Ming Group monitors capital using debt-to-asset ratio, which is total liabilities divided by total
assets. The ratios as at 31 December 2022 and 30 November 2023 were as follows:
31 December 2022 30 November 2023
RMB’000 RMB’000
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118295,441 1,035,458
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118316,398 880,448
Debt-to-asset ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118107.09% 85.03%
30. EVENTS AFTER THE PRE-ACQUISITION PERIODS
There were no significant events after the end of the Pre-acquisition Periods that require additional disclosure
or adjustments.
APPENDIX IA ACCOUNTANTS’ REPORT OF SUPER MING GROUP
– IA-42 –


--- page 518 ---
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 prospectus, and is included for information purposes only. The
unaudited pro forma financial information should be read in conjunction with the section
headed “Financial Information” in this prospectus and the Accountants’ Report set out in
Appendix I to this prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets
of the Group prepared in accordance with Rule 4.29 of the Listing Rules 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 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 at 30 September 2025 as if the Global
Offering had taken place on 30 September 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 attributable
to owners of the Company had the Global Offering been completed as at 30 September 2025
or at any future date.
Consolidated net
tangible assets
of the Group
attributable to
owners of the
Company as at
30 September
2025
Estimated net
proceeds from
the Global
Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets
of the Group
attributable to
the owners of
the Company as
at 30
September 2025
Unaudited pro forma
adjusted consolidated
net tangible assets
per Share as at
30 September 2025
RMB’000
(Note 1)
RMB’000
(Note 2)
RMB’000 RMB
(Note 3)
HK$
(Note 4)
Based on an Offer Price of
HK$229.60 per Share /H1118/H1118/H1118 3,960,934 2,768,015 6,728,949 31.43 34.93
Based on an Offer Price of
HK$236.60 per Share /H1118/H1118/H1118 3,960,934 2,853,266 6,814,200 31.83 35.37
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 519 ---
Notes:
(1) The consolidated net tangible assets of the Group attributable to owners of the Company as at 30
September 2025 are based on consolidated net assets of the Group attributable to owners of the
Company as at 30 September 2025 of approximately RMB7,222,202,000, after netting off other
intangible assets of approximately RMB1,010,868,000 and goodwill of approximately
RMB2,250,400,000 of the Group as at 30 September 2025 as shown in the Accountants’ Report set out
in Appendix I to this prospectus.
(2) The estimated net proceeds from the Global Offering are based on 14,101,100 Offer Shares at the Offer
Prices of HK$229.6 and HK$236.6 per Offer Share, after deduction of the estimated underwriting
commissions and fees and other related expenses (excluding listing expenses of RMB23,709,000 which
have been recorded in the consolidated statements of profit or loss and other comprehensive income).
It does not take into account of any Shares which may be issued upon the exercise of the Over-allotment
Option or any Shares which may be issued or repurchased by the Company pursuant to the Company’s
general mandates.
(3) The unaudited pro forma adjusted consolidated net tangible assets per Share is calculated after making
the adjustments referred to in the preceding paragraphs and on the basis that 214,101,100 Shares are in
issue assuming that the Global Offering had been completed on 30 September 2025, without taking into
account of any shares which may be allotted and issued upon the exercise of the Over-allotment Option.
(4) For the purpose of this unaudited pro forma adjusted consolidated net tangible assets, the balances stated
in RMB are converted into HK$ at the rate of RMB1 to HK$1.1114. No representation is made that the
Hong Kong dollar amounts have been, could have been or may be converted to Renminbi, or vice versa,
at that rate or any other rates or at all.
(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 30 September
2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 520 ---
The following is the text of a report received from the independent reporting accountants,
Ernst & Young, Certified Public Accountants, Hong Kong, 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
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the Directors of Busy Ming Group Co., Ltd.
We have completed our assurance engagement to report on the compilation of unaudited
pro forma financial information of Busy Ming Group 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 30
September 2025, and related notes as set out on pages II-1 to II-2 of the prospectus dated 20
January 2026 (the “Prospectus”) 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 on pages II-1 to II-2 of the
Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to
illustrate the impact of the global offering of shares of the Company on the Group’s financial
position as at 30 September 2025 as if the transaction had taken place at 30 September 2025.
As part of this process, information about the Group’s financial position has been extracted by
the Directors from the Group’s financial statements for the period ended 30 September 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 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 (“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”).
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 521 ---
Our independence and quality management
We have complied with the independence and other ethical requirements of the Code of
Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality and
professional behavior.
Our firm applies Hong Kong Standard on Quality Management 1 Quality Management for
Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related
Services Engagements which requires the firm to design, implement and operate a system of
quality management including policies or procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
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 paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the
HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any
reports or opinions on any historical financial information used in compiling the Unaudited Pro
Forma Financial Information, nor have we, in the course of this engagement, performed an
audit or review of the financial information used in compiling the Unaudited Pro Forma
Financial Information.
The purpose of 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.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 522 ---
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 unaudited pro forma adjustments give appropriate effect to those criteria;
and
 the Unaudited Pro Forma Financial Information reflects the proper application of
those adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgement, 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
20 January 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 523 ---
The estimated consolidated profit attributable to owners of our Company for the year
ended 31 December 2025 is set out in the paragraph headed “Profit estimate for the year ended
31 December 2025” under the section headed “Financial information” in this prospectus.
A. BASES
The Directors have prepared the estimated consolidated profit attributable to the owners
of the parent for the year ended 31 December 2025 based on the audited consolidated results
of the Group for the nine months ended 30 September 2025 and the unaudited consolidated
results based on the management accounts of the Group for the three months ended 31
December 2025.
The estimate has been prepared on a basis consistent in all material respects with the
accounting policies normally adopted by the Group as set out in the Accountant’s Report, the
text of which is set out in Appendix I to this prospectus.
B. PROFIT ESTIMATE FOR THE YEAR ENDED 31 DECEMBER 2025
We have prepared the following profit estimate for the year ended 31 December 2025:
Estimated consolidated profit attributable
to owners of the parent for the year ended
31 December 2025
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Not less than RMB2.3 billion
(equivalent to approximately
HK$2.5 billion)
(1) The estimated consolidated profit attributable to owners of the parent is converted into Hong Kong
dollars at the exchange rate of HK$1 to RMB0.8997. No representation is made that the RMB amounts
have been, could have been or may be converted to Hong Kong dollars, or vice versa, at that rate.
APPENDIX IIA PROFIT ESTIMATE
– IIA-1 –


--- page 524 ---
C. LETTER FROM THE REPORTING ACCOUNTANT
The following is the text of a letter received from the independent reporting accountants,
Ernst & Young, Certified Public Accountants, Hong Kong, 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
20 January 2026
The Board of Directors
Busy Ming Group Co., Ltd.
Goldman Sachs (Asia) L.L.C.
Huatai Financial Holdings (Hong Kong) Limited
Dear Sirs,
Busy Ming Group Co., Ltd. (“the Company”)
Profit estimate for year ended 31 December 2025
We refer to the estimate of the consolidated profit attributable to the owners of the parent
for the year ended 31 December 2025 (“the Profit Estimate”) set forth in the section headed
“Financial Information — Profit Estimate for the Y ear Ended December 31, 2025” in the
prospectus of the Company dated 20 January 2026 (“the Prospectus”).
Directors’ responsibilities
The Profit Estimate has been prepared by the directors of the Company based on the
audited consolidated results of the Company and its subsidiaries (collectively referred to as
“the Group”) for the nine months ended 30 September 2025 and the unaudited consolidated
results based on the management accounts of the Group for the three months ended 31
December 2025.
The Company’s directors are solely responsible for the Profit Estimate.
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 Hong Kong Institute of Certified Public
Accountants (“HKICPA”), which is founded on fundamental principles of integrity, objectivity,
professional competence and due care, confidentiality and professional behavior.
APPENDIX IIA PROFIT ESTIMATE
– IIA-2 –


--- page 525 ---
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 on the accounting policies and calculations of
the Profit Estimate based on our procedures.
We conducted our engagement in accordance with Hong Kong Standard on Investment
Circular Reporting Engagements 500 Reporting on Profit Forecasts, Statements of Sufficiency
of Working Capital and Statements of Indebtedness and with reference to Hong Kong Standard
on Assurance Engagements 3000 (Revised) Assurance Engagements Other Than Audits or
Reviews of Historical Financial Information issued by the HKICPA. Those standards require
that we plan and perform our work to obtain reasonable assurance as to whether, so far as the
accounting policies and calculations are concerned, the Company’s directors have properly
compiled the Profit Estimate in accordance with the bases adopted by the directors and as to
whether the Profit Estimate is presented on a basis consistent in all material respects with the
accounting policies normally adopted by the Group. Our work is substantially less in scope
than an audit conducted in accordance with Hong Kong Standards on Auditing issued by the
HKICPA. Accordingly, we do not express an audit opinion.
Opinion
In our opinion, so far as the accounting policies and calculations are concerned, the Profit
Estimate has been properly compiled in accordance with the bases adopted by the directors as
set out in Appendix IIA of the Prospectus and is presented on a basis consistent in all material
respects with the accounting policies normally adopted by the Group as set out in our
accountants’ report dated 20 January 2026, the text of which is set out in Appendix I of the
Prospectus.
Y ours faithfully,
Ernst & Y oung
Certified Public Accountants
Hong Kong
APPENDIX IIA PROFIT ESTIMATE
– IIA-3 –


--- page 526 ---
D. LETTER FROM THE JOINT SPONSORS
The following is the text of a letter prepared for inclusion in the Prospectus (as defined
below) by the Joint Sponsors, in connection with the estimate of the consolidated profit
attributable to the owners of the parent for the year ended December 31, 2025.
20 January 2026
The Directors
Busy Ming Group Co., Ltd.
Dear Sirs,
We refer to the estimate of the consolidated profit attributable to the owners of the parent
for the year ended December 31, 2025 (the “Profit Estimate”) set forth in the section headed
“Financial Information – Profit Estimate for the Y ear Ended December 31, 2025” in the
prospectus of the Company dated 20 January 2026 (the “Prospectus”).
The Profit Estimate, for which you as the Directors of the Company (the “Directors”) are
solely responsible, has been prepared based on the audited consolidated results of the Group
for the nine months ended September 30, 2025 and the unaudited consolidated results based on
the management accounts of the Group for the three months ended December 31, 2025.
We have discussed with you the bases made by the Directors as set out in the Part A of
Appendix IIA to the Prospectus upon which the Profit Estimate has been made. We have also
considered the letter dated 20 January 2026 addressed to you and us from Ernst & Y oung
regarding the accounting policies and calculations upon which the Profit Estimate has been
made.
On the basis of the information comprising the Profit Estimate and on the basis of the
accounting policies and calculations adopted by you and reviewed by Ernst & Y oung, we are
of the opinion that the Profit Estimate, for which you as Directors are solely responsible, has
been made after due and careful enquiry.
Y ours faithfully, Y ours faithfully,
For and on behalf of For and on behalf of
Goldman Sachs (Asia) L.L.C. Huatai Financial Holdings (Hong Kong) Limited
Eric Kay Hoi Liu Peter Gu
Managing Director Director
APPENDIX IIA PROFIT ESTIMATE
– IIA-4 –


--- page 527 ---
TAXATION OF SECURITY HOLDERS
Income tax and capital gains tax of holders of the H shares is subject to the laws and
practices of the People’s Republic of (“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 laws and practices, and has not taken in to account the
expected change or amendment to the relevant laws or policies and does not constitute any
opinion or advice. The discussion does not deal with all possible tax consequences relating to
an investment in the H shares, nor does it take into account the specific circumstances of any
particular investor, some of which may be subject to special regulation. Accordingly, you
should consult your own tax adviser regarding the tax consequences of an investment in the H
shares. The discussion is based upon laws and relevant interpretations in effect as of the Latest
Practicable Date, all of which are subject to change or adjustment and may have retrospective
effect.
This discussion does not address any aspects of PRC taxation other than income tax,
capital gains tax and profits tax, sales tax, value-added tax, stamp duty and estate duty.
Prospective investors are urged to consult their financial advisors regarding the PRC and
elsewhere tax consequences of owning and disposing of the H shares.
Taxation In mainland China
Tax on Dividends
Individual Investors
Pursuant to the Individual Income Tax Law of the PRC (ج
ૢԷ‘), or the Individual Income Tax Law, lastly amended by the Standing Committee of
the National People’s Congress (“SCNPC”) on 31 August 2018 and effective on 1 January
2019, and the Implementation Rules of the Individual Income Tax Law of the PRC ( ʕശɛ
ૢԷ‘) lastly amended by the State Council on 18 December 2018
and effective on 1 January 2019, dividends paid by mainland China companies to individual
investors are ordinarily subject to a withholding income tax levied at a flat rate of 20%.
Meanwhile, according to the Notice on Issues Concerning Differentiated Individual Income
Tax Policies on Dividends and Bonus of Listed Companies (йʷ
‘) jointly issued by the Ministry of Finance (“MOF”), the
State Administration of Taxation (“SA T”) and the CSRC on 7 September 2015 and effective on
8 September 2015, where an individual holds the shares of a listed company obtained from the
public offering and market transfer, if the holding period is more than one year, the dividends
and bonus income shall be temporarily exempted from individual income tax. Where an
individual holds shares of a listed company from the public offering and market transfer, if the
holding period is within one month (inclusive), the dividend income shall be included in the
taxable income in full; if the holding period is more than one month but less than one year
(inclusive), the dividend income shall be included in the taxable income at the rate of 50%; the
aforesaid income shall be subject to individual income tax at a uniform rate of 20%.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-1 –


--- page 528 ---
Pursuant to the Arrangement between the Mainland China and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with respect to Taxes on Income (ᅄ೼
τર‘), or the Arrangement for the Avoidance of Double Taxation and the
Prevention of Fiscal Evasion with respect to Taxes on Income, executed on 21 August 2006,
the government may impose tax on dividends paid by a company in mainland China to a Hong
Kong resident (including natural person and legal entity), but such tax shall not exceed 10%
of the total amount of dividends payable. If a Hong Kong resident directly holds 25% or more
of the equity interests in a company in mainland China and the Hong Kong resident is the
beneficial owner of the dividends and meets other conditions, such tax shall not exceed 5% of
the total amount of dividends payable by the company in mainland China. The Fifth Protocol
to the Arrangement between the Mainland China and the Hong Kong Special Administrative
Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with
Respect to Taxes on Income (׵<੻ᒒеᕐ
τર>‘), or the Fifth Protocol, issued by the SA T and
effective on 6 December 2019 provides that such provisions shall not apply to arrangements or
transactions made for one of the primary purposes of obtaining such tax benefits.
Enterprise Investors
Pursuant to the Enterprise Income Tax Law of the PRC (੻೼
‘), or the EIT Law, lastly amended by the SCNPC and effective on 29 December 2018, and
the Implementation Rules of the EIT Law of the PRC (ૢ
Է‘), or the Implementation Rules of the EIT Law, amended by the State Council and effective
on 23 April 2019, a non-resident enterprise is subject to a 10% EIT on mainland China-sourced
income, including dividends paid by a PRC resident enterprise that issues and lists shares in
Hong Kong, if such non-resident enterprise does not have an establishment or place of business
in the mainland China or has an establishment or place of business in the mainland China but
the mainland China-sourced income is not actually connected with such establishment or place
of business in the mainland China. The aforesaid income tax payable by non-resident
enterprises shall be withheld at source, and the payer shall be the withholding agent, and the
tax shall be withheld by the withholding agent from the payment or due payment every time
it is paid or due. Such tax may be reduced or exempted pursuant to an applicable treaty for the
avoidance of double taxation.
Pursuant to the Notice on the Issues Concerning Withholding the EIT on the Dividends
Paid by Chinese Resident Enterprises to H Share Holders Which Are Overseas Non-resident
Enterprises (͏ΆุΣྤ̮H੻೼Ϟ
‘) issued by the SA T and effective on 6 November 2008, a PRC resident
enterprise is required to withhold EIT at a unified rate of 10% on dividends paid to non-PRC
resident enterprise holders of H shares which are derived out of profit generated since 2008.
The Reply on the Collection of EIT on Dividends Received by Non-resident Enterprises from
Holding B Shares and Other Shares (͏Άุ՟੻B੻೼ਪ
ҭᔧ‘), promulgated by the SA T on 24 July 2009 and effective on the same day, further
provides that PRC-resident enterprises listed on mainland China and overseas stock exchanges
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-2 –


--- page 529 ---
by issuing stocks must withhold EIT at a flat rate of 10% on dividends of 2008 and onwards
that it distributes to non-resident enterprise shareholders. Such tax rates may be further
modified pursuant to the tax treaty or agreement that the PRC government has concluded with
a relevant country or region, where applicable.
According to the Arrangement for the Avoidance of Double Taxation and the Prevention
of Fiscal Evasion with respect to Taxes on Income, the PRC government may impose tax on
dividends paid by a mainland China company to a Hong Kong resident (including natural
person and legal entity), but such tax shall not exceed 10% of the total dividends payable by
the mainland China company. If a Hong Kong resident directly holds 25% or more of equity
interest in a mainland China company and the Hong Kong resident is the beneficial owner of
the dividends and meets other conditions, such tax shall not exceed 5% of the total dividends
payable by the mainland China company. The Fifth Protocol provides that such provisions shall
not apply to arrangements or transactions made for one of the primary purposes of obtaining
such tax benefits.
Pursuant to applicable regulations, 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 will be required to apply to the tax authorities in mainland
China for a refund of any amount withheld in excess of the applicable treaty rate, and payment
of such refund will be subject to the mainland China tax authorities’ verification.
Taxation for Share Transfer
V alue-added Tax and Local Additional Tax
Pursuant to the Notice on Fully Implementing the Pilot Reform for the Transition from
Business Tax to V alue-added Tax (‘) (the
“Circular 36”), which was implemented on May 1, 2016, entities and individuals engaged in
the services sale in the PRC are subject to V alue-added Tax (“V A T”) and “engaged in the
services sale in the PRC” means that the seller or buyer of the taxable services is located in
the PRC. Circular 36 also provides that transfer of financial products, including transfer of the
ownership of marketable securities, shall be subject to V A T at 6% on the taxable revenue
(which is the balance of sales price upon deduction of purchase price), for a general or a
foreign V A T taxpayer However, individuals who transfer financial products are exempt from
V A T, which is also provided in the Notice of Ministry of Finance and State Administration of
Taxation on Several Tax Exemption Policies for Business Tax on Sale and Purchase of
Financial Commodities by Individuals (൯ርഃᐄ
‘) effective on January 1, 2009. According to these regulations, if
the holder is a non-resident individual, the PRC V A T 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 not necessarily required to pay the PRC V A T, but if
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-3 –


--- page 530 ---
the H-share buyer is an individual or entity located in China, the holder may be required to pay
the PRC V A T. However, it is still uncertain whether the non-Chinese resident enterprises are
required to pay the PRC V A T for the disposal of H shares in practice.
At the same time, V A T payers are also required to pay urban maintenance and
construction tax, education surtax and local education surcharge (hereinafter collectively
referred to as “Local Additional Tax”), which shall be usually subject to 12% of the
value-added tax, business tax and consumption tax actually paid (if any).
Income tax
Individual Investors
Under the Individual Income Tax Law and its implementation rules, individuals are
subject to individual income tax at a rate of 20% on gains realized on the sale of equity
interests in PRC resident enterprises. Pursuant to the Circular on Continuing the Temporary
Exemption of Individual Income Tax on Gains from Share Transfers by Individuals (ࡈ׵
‘), which was promulgated by the MOF and
the SA T on 30 March 1998 and effective on the same day, from 1 January 1997, income of
individuals from the transfer of shares in listed companies continues to be temporarily
exempted from individual income tax. The SA T does not specify whether to continue to exempt
individuals from individual income tax on the income from the transfer of shares in listed
company in the newly revised EIT Law and Implementation Rules of the EIT Law.
Enterprise Investors
Under the EIT Law and its implementation rules, a non-PRC resident enterprise is subject
to EIT at the rate of 10% with respect to mainland China-sourced income, including gains
derived from the disposal of shares in a mainland China resident enterprise, if it does not have
an establishment or place of business in the mainland China or has an establishment or place
of business in the mainland China but the mainland China-sourced income is not actually
connected with such establishment or place of business in the mainland China. The
aforementioned income tax payable by non-PRC resident enterprises is subject to source
withholding, and the payer is the withholding agent. The tax shall be withheld by the
withholding agent from the payment or due payment every time it is paid or due. Such tax may
be reduced or exempted under the applicable tax treaties or arrangements on the avoidance of
double taxation.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-4 –


--- page 531 ---
Shanghai-Hong Kong Stock Connect Taxation Policy
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the
Shanghai-Hong Kong Stock Connect (݁
‘) promulgated by the MOF, the SA T and the CSRC on 31 October 2014 and
effective on 17 November 2014, transfer spread income derived by enterprises in mainland
China from stock investment listed on the Hong Kong Stock Exchange through Shanghai-Hong
Kong Stock Connect shall be included in their total income and subject to EIT according to law.
For dividends and bonuses received by individual investors in mainland China 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 CSDCC for providing the register of individual
investors in mainland China to the H-share companies and withhold individual income tax at
the rate of 20% on behalf of the H-share companies.
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 Mainland-Hong Kong Mutual Recognition of Funds (ᚃ
ʮ
ѓ‘) which promulgated by the MOF, the SA T and the CSRC on 21 August 2023 and
implemented on the same day, the transfer spread income derived by individual investors in
mainland China from investing in shares listed on the Hong Kong Stock Exchange through
Shanghai-Hong Kong Stock Connect shall be exempted from individual income tax from 5
December 2019 to 31 December 2027.
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the
Shanghai-Hong Kong Stock Connect (݁
‘), dividends derived by enterprise investors in mainland China from investing in
shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect
are included in their total income and subject to EIT according to law. Pursuant to which,
dividend income obtained by resident enterprises in mainland China from holding H shares for
12 consecutive months shall be exempted from EIT according to law. H-share companies shall
not withhold income tax on dividends and bonus income for enterprise investors in mainland
China. The tax payable shall be declared and paid by the enterprise itself.
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 by the MOF, the SA T and the CSRC on 5 November 2016 and
effective on 5 December 2016, transfer spread income derived by enterprise investors in
mainland China from stock investment listed on the Hong Kong Stock Exchange through
Shenzhen-Hong Kong Stock Connect shall be included in their total income and subject to EIT
according to law. For dividends and bonuses received by individual investors in mainland
China from investing in H shares listed on the Hong Kong Stock Exchange through
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-5 –


--- page 532 ---
Shenzhen-Hong Kong Stock Connect, the H-share companies shall apply to CSDCC for
providing the register of individual investors in mainland China 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.
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 Mainland-Hong Kong Mutual Recognition of Funds (ᚃ
ʮ
ѓ‘) which promulgated on 21 August 2023 and implemented on the same day, the transfer
spread income derived by individual investors in mainland China from investing in shares
listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect shall
be exempted from individual income tax from 5 December 2019 to 31 December 2027.
Pursuant to the Notice on the Tax Policies Related to the Pilot Program of the
Shenzhen-Hong Kong Stock Connect (݁
‘), dividends derived by enterprise investors in mainland China from investing in
shares listed on the Hong Kong Stock Exchange through Shenzhen-Hong Kong Stock Connect
are included in their total income and subject to EIT according to law. In particular, dividends
and bonus income obtained by resident enterprises in mainland China from holding H shares
for 12 consecutive months shall be exempted from EIT according to law. H-share companies
shall not withhold income tax on dividends and bonus income for enterprise investors in
mainland China. The tax payable shall be declared and paid by the enterprise itself.
Stamp Duty
Pursuant to the Stamp Duty Law of the PRC (‘), which was
promulgated by the SCNPC on 10 June 2021 and came into effect on 1 July 2022, the purchase
and disposal of H shares by non-mainland China investors outside of mainland China are not
subject to the requirements of the Stamp Duty Law of the PRC.
Estate duty
Pursuant to the laws of mainland China, no estate duty is currently levied in mainland
China.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-6 –


--- page 533 ---
MAJOR TAXATION OF OUR COMPANY IN THE PRC
EIT
According to the EIT Law, enterprises and other income-generating organizations
(hereinafter collectively referred to as “enterprises”) within the territory of the mainland China
are the taxpayers of EIT and shall pay EIT in accordance with the provisions of the EIT Law.
The EIT rate is 25%.
Enterprises are classified into resident enterprises and non-resident enterprises. A
non-resident enterprise that does not have an establishment or place of business in the mainland
China, or has an establishment or place of business in the mainland China but the income has
no actual connection to such establishment or place of business, shall pay EIT on its income
within the mainland China and withhold at source, where the payer is the withholding agent.
The tax shall be withheld by the withholding agent from the payment or due payment every
time it is paid or due. Meanwhile, any gains realized on the transfer of shares by such investors
are subject to EIT and shall be withheld at source if such gains are regarded as income derived
from the transfer of property within the mainland China.
VAT
Pursuant to the Provisional Regulations on V alue-added Tax of the PRC ( ʕശɛ͏΍
೼ᅲБૢԷ‘) lastly amended by the State Council on 19 November 2017 and
effective on the same day and the Detailed Rules for the Implementation of the Provisional
Regulations on V alue-added Tax of the PRC (‘)
lastly amended by the MOF on 28 October 2011 and effective on 1 November 2011, all entities
and individuals in mainland China engaging in the sale of goods, the provision of processing,
repairs and replacement services, and the importation of goods are required to pay V A T. For
taxpayers selling or importing goods, the general tax rate shall be 17% unless otherwise
specified in the aforesaid regulations.
Pursuant to the Notice on the Adjustment to V A T Rates (‘)
(Cai Shui [2018] No. 32), promulgated by the MOF and the SA T on 4 April 2018, and became
effective as of 1 May 2018, the V A T rates of 17% and 11% applicable to the taxpayers who
have V A T taxable sales activities or imported goods are adjusted to 16% and 10%, respectively.
Pursuant to the Announcement on Relevant Policies for Deepening V A T Reform (׵
ʮѓ‘) (2019 No. 39 of MOF, SA T and General Administration of
Customs), promulgated by the MOF, the SA T and the General Administration of Customs on
20 March 2019 and became effective on 1 April 2019, the V A T rates of 16% and 10%
applicable to the taxpayers who have V A T taxable sales activities or imported goods are
adjusted to 13% and 9%, respectively.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
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FOREIGN EXCHANGE ADMINISTRATION IN THE PRC
The lawful currency of mainland China is the Renminbi. The SAFE, authorized by 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 of the PRC on Foreign Exchange Control ( ʕശɛ͏΍ձ
਷̮ි၍ଣૢԷ‘) lately amended by the State Council on 5 August 2008 and effective on the
same day, all international payments and transfers are classified into current account items and
capital account items. Mainland China does not impose restrictions on international payments
and transfers under current account items. Foreign exchange income from the current account
of enterprises in mainland China 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 20 June
1996 and became effective on 1 July 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.
Pursuant to relevant laws and regulations of the mainland China, mainland China
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 enterprise that need to
distribute profits to their shareholders in foreign exchange and Chinese enterprise 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.
Pursuant 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 and effective on 23 October 2014, 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.
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Pursuant to the Circular of the SAFE on Relevant Issues Concerning the Foreign
Exchange Administration of Overseas Listing (ྤ̮ɪ̹̮ි၍ଣϞᗫ
‘) promulgated by the SAFE on 26 December 2014 and effective on the same day,
the relevant provisions on foreign exchange administration of domestic joint stock companies
(hereinafter referred to as “domestic companies”) listed overseas are as follows:
(i) The SAFE and its branches and the Foreign Exchange Management Department, or
the Foreign Exchange Bureau, supervise, manage and inspect the business
registration, account opening and use, cross-border income and expenditure, and
capital exchange involved in the overseas listing of domestic companies.
(ii) A domestic company shall, within 15 working days after the completion of the
overseas listing and issuance, register the overseas listing with the Foreign
Exchange Bureau at the place where it is registered with relevant material.
(iii) A domestic company (other than banking financial institutions) shall, by virtue of its
registration certificate for overseas listing business, open a “special foreign
exchange account for overseas listing of domestic companies” with a domestic bank
for its initial offering (or additional offering) and repurchase business to handle the
remittance and transfer of funds for the relevant business.
According to the Notice of the State Administration of Foreign Exchange on Further
Simplifying and Improving Policies for the Foreign Exchange Administration of Direct
Investment (‘)
issued on 13 February 2015 and effective on 1 June 2015, the SAFE has cancelled the
confirmation of foreign exchange registration under domestic direct investment and the
confirmation of foreign exchange registration under overseas direct investment, instead, banks
shall directly examine and handle foreign exchange registration under domestic direct
investment and foreign exchange registration under overseas direct investment, and 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 of the PRC on
Revolutionize and Regulate Capital Account Settlement Management Policies (̮ි၍
‘) issued by the SAFE on 9 June 2016 and
effective on the same day, foreign currency earnings in capital account that relevant policies
of willingness exchange settlement have been clearly implemented 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. The tentative percentage of
foreign exchange settlement for foreign currency earnings in capital account of domestic
institutions is 100%, subject to adjustment by the SAFE in due time in accordance with
international revenue and expenditure situations.
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PRC LEGAL SYSTEM
The legal system of mainland China is based on the Constitution of the PRC ( ʕശɛ
‘), or the “Constitution.” And is made up of written laws, administrative
regulations, local regulations, separate regulations, rules and regulations of departments of the
State Council, rules and regulations of local governments, autonomous regulations, separate
regulations of autonomous regions, special administrative region laws and international treaties
and other regulatory documents signed by the PRC government. Court decisions do not
constitute binding precedents, although they are used for the purposes of judicial reference and
guidance.
According to the Constitution and the Legislation Law of the PRC ( ʕശɛ͏΍ձ਷ͭ
‘), or the “Legislation Law,” lastly amended by NPC on March 13, 2023 and effective on
March 15, 2023, the NPC and the SCNPC are empowered to exercise the legislative power of
the State. The NPC has the power to formulate and amend basic laws governing criminal and
civil matters, state organs and other matters. The SCNPC 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 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 provinces, autonomous regions and municipalities and their respective 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 provisions of the Constitution, laws or administrative regulations. The people’s
congresses of cities divided into districts and their standing committees may formulate local
regulations on matters such as urban and rural construction and management, environmental
protection and historical and cultural protection based on 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 such provinces or
autonomous regions. Where laws have other stipulations on matters of local regulations
formulated by cities divided into districts, such stipulations shall prevail. The local regulations
of cities divided into autonomous regions shall be submitted for approval before
implementation.
The standing committees of the people’s congresses of provinces or autonomous regions
shall 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 their respective provinces or autonomous
regions. People’s congresses of national autonomous areas have the power to enact autonomous
regulations and separate regulations in the light of the political, economic and cultural
characteristics of the nationality (nationalities) in the areas concerned. The ministries,
commissions, PBOC, National Audit Office of the State Council and institutions with
administrative functions directly under the State Council may formulate rules and regulations
within the jurisdiction of their respective departments based on the laws and the administrative
regulations, decisions and rulings of the State Council.
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The Constitution has supreme legal authority and no laws, administrative regulations,
local regulations, autonomous regulations or separate regulations or rules 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 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
governments of the cities divided into districts within their respective administrative regions.
The NPC has the power to amend or annul any inappropriate laws formulated by the
SCNPC, and to annul any autonomous regulations and separate regulations which have been
approved by the SCNPC but which contravene the Constitution and the Legislation Law. The
SCNPC has the power to annul administrative regulations that contravene the Constitution and
laws, to annul local regulations that contravene the 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 which
contravene the Constitution and the Legislation Law. The State Council has the power to amend
or annul any inappropriate ministerial rules 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 amend 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
belongs to the SCNPC. According to the Decision of the SCNPC Regarding the Strengthening
of Interpretation of Laws (Ӕᙄ‘)
passed by the SCNPC and effective on June 10, 1981, the SCNPC shall give interpretation and
make provisions by means of decrees on issues related to the further clarification or
supplement of laws or decrees. The Supreme People’s Court shall give interpretations on
questions involving the specific application of laws and decrees in court trials. The Supreme
People’s Procuratorate shall interpret all issues involving the specific application of laws and
decrees in the procuratorial work. If there are principled differences 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. Interpretation of questions involving the specific
application of laws and decrees in areas unrelated to judicial and procuratorial work shall be
provided by the State Council and competent authorities.
Where the scope of local regulations needs to be further defined or additional stipulations
need to be made, the standing committees of the people’s congresses of provinces, autonomous
regions and municipalities which have enacted these regulations shall provide interpretations
or make the stipulations. Interpretation of questions involving the specific application of local
regulations shall be provided by the competent departments of the people’s governments of
provinces, autonomous regions and municipalities.
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PRC JUDICIAL SYSTEM
According to the Constitution and the Law of the PRC of Organization of the People’s
Courts (‘) lastly amended by the SCNPC on October 26,
2018 and effective on January 1, 2019, the People’s Court is made up of the Supreme People’s
Court, the local people’s courts, and other special people’s courts. The local people’s courts are
divided into three levels, namely the basic people’s courts, the intermediate people’s courts and
the higher people’s courts. The basic people’s courts may set up certain people’s tribunals
based on the status of the region, population and cases. The Supreme People’s Court shall be
the highest judicial organ of the state. The Supreme People’s Court shall supervise the
administration of justice by the local people’s courts at all levels and by the special people’s
courts. The people’s courts at higher levels shall supervise the judicial work of the people’s
courts at lower levels.
According to the Constitution and the Law of Organization of the People’s Procuratorate
of the PRC (‘) lastly amended by SCNPC on October
26, 2018 and effective on January 1, 2019, the People’s Procuratorate is the law supervision
organ 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 PRC Civil Procedure Law (‘), or the “Civil Procedure
Law” lastly amended by the SCNPC on September 1, 2023 and 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 mainland China
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 express
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,
the choice of the court cannot conflict with the regulations of different jurisdictions and
exclusive jurisdictions in any case.
A foreign individual, a person without nationality, a foreign enterprise or a foreign
organization must have the same litigation rights and obligations as a PRC citizen, legal person
or other organizations when initiating or defending any proceedings at a people’s court. If a
foreign court limits the litigation rights of PRC citizens, legal person or other organizations,
the PRC court may apply the same limitations to the citizens, legal person or other
organizations of such foreign country. A foreign individual, a person without nationality, a
foreign-invested enterprise or a foreign organization must engage a lawyer from Mainland
China if such person needs to engage a lawyer in initiating or defending any proceedings at a
people’s court. Under an international treaty or the principle of reciprocity signed or acceded
to by the mainland China, the people’s court and foreign courts may require each other to act
on their behalf to serve documents, conduct investigations, collect evidence and take other
actions on behalf of each other. If the request by a foreign court would result in the violation
of the PRC’s sovereignty, security or public interest, the people’s court shall decline the
request.
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All parties involved must comply with legally effective civil judgments and rulings. If
any party to a civil action refuse to comply with a judgment or order 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 mainland China
or whose property is not within the mainland China, 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
mainland China enforcement procedures if the mainland China 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
legal principles of the mainland China, its sovereignty or security, or for reasons of social and
public interests.
THE COMPANY LA W AND ADMINISTRATIVE MEASURES
A joint stock limited company established in mainland China seeking a listing on Hong
Kong Stock Exchange is mainly subject to the following laws and regulations of Mainland
China.
The Company Law, was lastly revised on December 29, 2023 and came into effect on
July 1, 2024.
The Overseas Listing Trial Measures and its five interpretative guidelines, were
promulgated by the CSRC on February 17, 2023 and came into effect on March 31, 2023 and
were applicable to the direct and indirect overseas offering and listing of PRC domestic
companies’ securities.
According to the Overseas Listing Trial Measures and its interpretative guidelines, where
a domestic company directly conducts offering and listing overseas, it shall formulate its
articles of association in line with the Guidelines for Articles of Association of Listed
Companies (ˏ‘), or the “Guidelines for Articles of Association,” which
was lastly amended by the CSRC and came into effect on March 28, 2025.
Set out below is a summary of the major provisions of the Company Law, the Overseas
Listing Trial Measures and the Guidelines for Articles of Association which are applicable to
our Company.
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General
A joint stock limited company means a corporate legal person incorporated under the
Company Law, whose registered capital is divided into shares of equal par value. The liability
of its shareholders is limited to the extent of the shares held by them and the liability of a
company is limited to the full value of all the property owned by it.
A company must conduct its business in accordance with laws and regulations as well as
public and commercial ethics, be honest and trustworthy and accept the supervision of the
government and the public. A company may invest in other companies. 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 subscription. A joint
stock limited company may be incorporated by a minimum of one but not more than 200
promoters, and at least half of the promoters must have residence within the Mainland China.
The promoters of subscription of a joint stock company shall convene an inaugural
meeting of the company within 30 days after the share capital has been paid up and shall notify
all subscribers of the date of the meeting or make an announcement in this regard 15 days
before the meeting. The inaugural meeting may be held only with the presence of subscribers
holding more than 50% of the voting rights. The convening and voting procedures for the
inaugural meeting of a joint stock limited company incorporated by promotion shall be
stipulated in the agreement of the promoters. Powers to be exercised at the inaugural meeting
include but are not limited to the adoption of articles of association and the election of
members of the board of directors and the supervisory committee of a company. The aforesaid
matters shall be resolved by more than 50% of the votes to be casted by subscribers presented
at the meeting.
Within 30 days after the conclusion of the inaugural meeting, the board of directors shall
apply to the registration authority for registration of the incorporation of the joint stock limited
company. A company is formally established and has the status of a legal person after the
business license has been issued by the relevant registration authority.
Share Capital
Under the Company Law, shareholders may make capital contributions in cash, or with
non-monetary property that may be valued in money and legally transferred, such as
contribution in kind or with an intellectual property rights, land use rights, shareholding or
claims.
The Overseas Listing Trial Measures provides that domestic enterprises that are listed
overseas may raise funds and distribute dividends in foreign currencies or Renminbi.
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Under the Company Law, a joint stock limited company is required to maintain a register
of shareholders, detailing the following information: (i) the name and domicile of each
shareholder; (ii) the class and number of shares subscribed for by each shareholder; (iii) the
serial number of shares if issued in paper form; and (iv) the date on which each shareholder
acquired the shares.
Allotment and Issue of Shares
All issues of shares of a joint stock limited company shall be based on the principles of
equality and fairness. The same class of shares 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. A joint stock limited company may issue shares at a par value or at a premium, but it may
not issue shares below the par value.
To issue shares overseas, the domestic enterprise shall report the application documents
for issuance and listing to the CSRC for record-filing within three working days after
submission of the application documents for issuance and listing overseas.
Increase of Share Capital
Under the Company Law, in the case of a joint stock limited company issuing new shares,
resolutions shall be passed at the shareholders’ 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 new shares and the class and number of the new shares proposed to be issued to original
shareholders, if any. If no par value stock is adopted, more than one-half of the proceeds from
the issuance of shares shall be included in 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 announce the document.
Reduction of Share Capital
A company may reduce its registered capital in accordance with the following procedures
prescribed by the Company Law: (i) to prepare a balance sheet and a property list; (ii) a
company makes a resolution at shareholders’ 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; (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.
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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 agreed upon by all the shareholders
of a limited liability company, or as specified in the articles of association of a joint stock
limited company.
Repurchase of Shares
Under the Company Law, a company shall not purchase its own shares. Except for any
following circumstances:
(i) Reducing the registered capital; (ii) merging with other company that holds the
shares of the company; (iii) using the shares for employee stocks plan or equity
incentives; (iv) with respect to shareholders voting against any resolution adopted at
the shareholders’ meeting on the merger or division of our Company, the right to
demand our Company to acquire the shares held by them; (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 purchase of shares of a company for reasons specified in the case of (i) to (ii) above
shall be subject to the resolution of the shareholders’ 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 meetings attended by more than two-thirds of the directors in
accordance with the provisions of the articles of association or the authorization from the
meeting.
Following the purchase 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 buy-back 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 share of our Company held by a company shall
not exceed 10% of the total issued shares of our Company, and shall be transferred or canceled
within three 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 law. Under the Company
Law, a shareholder of a joint stock limited company should affect a transfer of his shares on
securities exchange established according to the law or by any other means as required by the
State Council. Registered 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 address of the transferee in the register of shareholders. No changes of
registration in the share register provided in the foregoing requirement shall be affected during
a period of 20 days prior to the convening of shareholder’s meeting or 5 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.
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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 the
company are listed and traded on a securities exchange. The directors, supervisors and senior
management of the 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 the
company. Shares of a company held by them shall not be transferred within one year from the
date of a company’s listing on a securities exchange, nor within six months after their
resignation from their positions with a company.
If the shares are pledged within the time limit for restricted transfer as provided for by
laws and administrative regulations, the pledgee cannot exercise the pledge right within such
restricted transfer period.
Shareholders
Under the Company Law and Guidelines for Articles of Association the rights of a
shareholder of a company include: (i) to receive dividends and other forms of interest
distribution according to the number of shares held; (ii) to legally require, convene, preside
over, participate in or authorize proxies of Shareholders to attend the shareholders’ meeting and
exercise corresponding voting rights; (iii) to supervise business operations of the company,
provide suggestions or submit queries; (iv) to transfer, grant or pledge the company’s shares
held according to the provisions of the laws, administrative regulations and the articles of
association; (v) to read and copy the articles of association, the register of Shareholders,
counterfoil of company debentures, General Meeting minutes, resolutions of meetings of the
board of directors, resolutions of meetings of the board of supervisors and financial and
accounting reports; (vi) shareholders who hold more than 3% of the company’s shares
individually or collectively for more than 180 consecutive days may inspect the company’s
accounting books and accounting vouchers in accordance with laws; (vii) to participate in the
distribution of the remaining assets of the company according to the proportion of shares held
upon our termination or liquidation; (viii) to require our company to acquire the shares from
Shareholders voting against any resolutions adopted at the General Meeting concerning the
merger and division of the company; (ix) other rights conferred by laws, administrative
regulations, regulations of the authorities or the articles of association.
The obligations of a shareholder of a company include: (i) to abide by laws,
administrative regulations and the articles of association; (ii) to provide share capital according
to the shares subscribed for and share participation methods; (iii) not to withdraw shares unless
prescribed otherwise in laws and administrative regulations; (iv) not to abuse shareholders’
rights to infringe upon the interests of the company or other shareholders; not to abuse the
company’s status as an independent legal entity or the limited liability of shareholders to
damage the interests of the company’s creditors; (v) to perform other duties prescribed in laws,
administrative regulations, departmental rules and articles of association.
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Shareholder’s Meetings
Under the Company Law, the shareholders’ meeting of a joint stock limited company is
made up of all shareholders. The shareholders’ 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 of directors; (iii) to examine and approve
reports of the supervisory committee; (iv) to examine and approve a company’s profit
distribution plans and loss recovery plans; (v) to resolve on the increase or reduction of a
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 a company;
(viii) to amend the company’s articles of association; (ix) other functions and powers specified
in provision of the articles of association.
Under the Company Law, annual shareholders’ meetings are required to be held once
every year. An interim shareholders’ 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 paid-up share capital; (iii) shareholders individually or jointly holding 10% or more
of the company’s shares request; (iv) when deemed necessary by the board of directors; (v) the
supervisory committee proposes to convene the meeting; (vi) other circumstances as stipulated
in the articles of association.
Shareholders’ meeting shall be convened by the board of directors, and presided over by
the chairperson of the board of directors. In the event that the chairperson is incapable of
performing or not performing his duties, the meeting shall be presided over by the vice
chairperson. In the event that the vice chairperson is incapable of performing or not performing
his duties, a director nominated by more than half of directors shall preside over the meeting.
If the board of directors is incapable of performing or is not performing its duties to
convene the general meeting, the supervisory board should convene and preside over
shareholders’ meeting in a timely manner. If the supervisory board fails to convene and preside
over shareholders’ meeting, shareholders individually or in aggregate holding 10% or more of
the company’s shares for 90 days or more consecutively may unilaterally convene and preside
over shareholders’ meeting.
If the shareholders who separately or aggregately 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 should, within 10 days after the receipt of such request, decide whether
to hold an interim shareholders’ meeting and reply to the shareholders in writing.
Notice of 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 interim
meeting shall be given to all shareholders 15 days prior to the meeting.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS
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Shareholders 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 shareholders’ meeting. The board of directors shall notify other shareholders within
two days after receiving the proposal and submit the interim proposal to the shareholders’
meeting for consideration.
Under the Company Law, a shareholder may entrust a proxy to attend a shareholders’
meeting, and it should clarify the matters, power and time limit of the proxy. The proxy shall
present a written power of attorney issued by the shareholder to a company and shall exercise
his voting rights within the scope of authorization. There is no specific provision in the
Company Law regarding the number of shareholders constituting a quorum in a shareholders’
meeting.
Under the Company Law, shareholders present at a shareholders’ meeting have one vote
for each share they hold, except the shareholders of classified shares. However, shares 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 shareholders’ meeting in accordance with the provisions of the articles of
association or the resolutions of the shareholders’ meeting. Under the accumulative voting
system, each share shall have the same number of voting rights as the number of directors or
supervisors to be elected at the shareholders’ meeting, and shareholders may consolidate their
voting rights when casting a vote.
Under the Company Law and the Guidelines for Articles of Association, 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 shareholders’ meeting. Matters
relating to merger, division or dissolution of a company, increase or 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
Under the Company Law, a joint stock limited 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 offices hall not exceed three years. Directors may
serve consecutive terms if re-elected.
Meetings of the board of directors 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 shareholder’s general
meetings and report its work to the shareholder’s general meetings; (ii) to implement the
resolutions of the shareholder’s 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
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS
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--- page 546 ---
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 cake, 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 their remuneration; to decide on the appointment or dismissal of the deputy manager and
financial officer 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 shareholders’ meeting.
The board meetings shall be held only if more than half of the directors are present. If a
director is unable to attend a board meeting, he/she may appoint another director by a power
of attorney specifying the scope of the authorization for another director to attend the meeting
on his behalf. If a resolution of the board of directors violates the laws, administrative
regulations or the articles of association, 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; (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; (iii) a person
who was a director, factory manager 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 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 were 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 chairperson, who shall be elected by more than half
of all the directors. The chairperson shall exercise the following functions and powers
(including but not limited to): (i) to preside over shareholders’ meetings and convene and
preside over board meetings; and (ii) to examine the implementation of resolutions of the board
of directors; (iii) to exercise other powers conferred by the board of directors.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS
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--- page 547 ---
Managers and Senior Management
According to the Company Law, a company should have a manager who is appointed or
removed by the board of directors. The manager is 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 attends the meetings of the board of
directors as a non-voting member.
According to the Company Law, senior management shall refer to the manager, deputy
manager(s), financial controller, secretary of the board of directors and other personnel as
stipulated in the articles of association of the company.
Duties of Directors, Supervisors and Senior Management
Directors, supervisors and senior management of the company are required under the
Company Law to comply with the relevant laws, regulations and the articles of association, and
have fiduciary and diligent duties to the company. Directors, supervisors and senior
management are prohibited from abusing their powers to accept bribes or other unlawful
income and from misappropriating the company’s properties.
Directors, supervisors and senior management are prohibited from: (i) embezzling the
company’s property or misappropriating of the company’s capital; (ii) depositing the
company’s capital into accounts under his/her own name or the name of other individuals; (iii)
giving bribes or accepting any other illegal proceeds by taking advantage of their power; (iv)
accept and possess commissions paid by a third party for transactions conducted with the
company; (v) unauthorized divulgence of confidential business information of the company; or
(vi) other acts in violation of their fiduciary duty to the company.
If any director, supervisor or senior management 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 the shareholders’
meeting, subject to the approval of the board of directors or the shareholders’ meeting
according to the articles of association.
The provisions of the preceding paragraph shall apply if any near relatives of the
directors, supervisors or senior management, or any of the enterprises directly or indirectly
controlled by the directors, supervisors or senior management or any of their near relatives, or
any related parties with any other related-party relationship with the directors, supervisors or
senior management, concludes a contract or conducts a transaction with the company.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS
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--- page 548 ---
Neither director, supervisor or senior management may take advantage of his/her position
to seek any business opportunity that belongs to the company for himself/herself or any other
person except under any of the following circumstances: (i) where he/she has reported to the
board of directors or the shareholders’ meeting and has been approved by a resolution of the
board of directors or the shareholders’ 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 fails to report to the board of
directors or the shareholders’ meeting and obtain an approval by resolution of the board of
directors or the shareholders’ 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 holds office for
himself/herself or for any other person.
A director, supervisor or senior management who contravenes any law, regulation or the
company’s articles of association in the performance of his/her duties resulting in any loss to
the company shall be personally liable for the damages to the company.
Finance and Accounting
Under the Company Law, a company shall establish its financial and accounting systems
according to laws, administrative regulations and the regulations of the financial department of
the State Council. At the end of each fiscal year, the company shall prepare financial and
accounting reports which shall be audited by an accounting firm in accordance with the law.
The financial and accounting reports shall be prepared in accordance with the laws,
administrative regulations and the regulations of the financial department of the State Council.
Under the Company Law, a joint stock limited company shall make its financial and
accounting reports available at the company for inspection by the shareholders 20 days before
the convening of an annual meeting of shareholders. A joint stock limited company issuing its
shares in public must publish its financial and accounting reports.
When distributing each year’s after-tax profits, the company shall set aside 10% of its
profits into its statutory reserve fund. The company can no longer withdraw statutory reserve
fund if it has accumulated to more than 50% of the 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 profits shall be used to make up for the losses before making allocations to the statutory
reserve 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 shareholders’
meeting.
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--- page 549 ---
A joint stock limited company may distribute profits in proportion to the number of shares
held by its shareholders, except for profit distributions that are not in proportion to the number
of shares held in accordance with the provisions of the articles of association of the joint stock
limited company.
The premium over the nominal value of the shares of a joint stock limited company from
the issue of shares, the amount of share proceeds from the issuance of no-par shares that have
not been credited to the registered capital and other incomes required by the financial
department of the State Council to be treated as the capital reserve fund shall be accounted for
as the capital reserve fund of the company.
The reserve fund of the company shall be used to make up losses of the company, expand
the production and operation of the company or increase the capital of the company. Where the
reserve fund 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. When the statutory reserve fund is converted to increase
registered capital, the balance of the statutory reserve shall not be less than 25% of the
registered capital before such conversion.
The company shall not keep accounts other than those provided by law.
Appointment and Dismissal of Accounting Firms
Pursuant to the Company Law, the engagement or dismissal of an accounting firm
responsible for the company’s auditing shall be determined by 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 conduct a vote on the dismissal of
the accounting firm. The company should provide true and complete accounting evidence,
accounting books, financial and accounting reports and other accounting information to the
engaged accounting firm without any refusal or withholding or falsification of information.
The Guidelines for Articles of Association provides that the company guarantees to
provide true and complete accounting vouchers, accounting books, financial accounting reports
and other accounting materials to the employed accounting firm, and shall not refuse, conceal
or falsely report. And the audit fee of the accounting firm shall be decided by the shareholders’
meeting.
Profit Distribution
Where a company distributes profits to shareholders in violation of the provisions of the
Company Law, the shareholders shall refund the profits distributed to the company, and the
shareholders and directors, supervisors, and senior management who are responsible for
causing losses to the company shall bear compensation liability.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS
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--- page 550 ---
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) the shareholders’ meeting
resolves to dissolve the company; (iii) dissolution is necessary due to a merger or division of
the company; (iv) the business license is revoked, or the company is ordered to close down or
is revoked in accordance with laws; (v) where the company encounters serious difficulties in
its operation and management and its continuance shall cause a significant loss in the interest
of shareholders, and where this cannot be resolved through other means, shareholders who hold
more than 10% of the total shareholders’ voting rights of the company may present a petition
to a people’s court for the dissolution 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 the company is dissolved in accordance with item (i) above, it may carry on its
existence by amending its articles of association or upon a resolution of the shareholders’
meeting, which must be approved by more than two-thirds of the voting rights held by the
shareholders present at the shareholders’ 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 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.
The liquidation group 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 group to conduct liquidation. The people’s court shall
accept such request and organize a liquidation group to carry out the liquidation in a timely
manner.
The liquidation group shall exercise the following functions and powers during the
liquidation period: (i) to liquidate the company’s property and respectively prepare balance
sheet and list of property; (ii) to notify creditors by notice or public announcement; (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 liquidate claims and
debts; (vi) to distribute the remaining property of the company after paying off debts; (vii) to
participate in civil litigations on behalf of the company.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS
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--- page 551 ---
The liquidation group shall notify the company’s creditors within ten days as of its
formation and shall make a public announcement in the newspaper or on the National
Enterprise Credit Information Publicity System within 60 days. The creditors shall file their
proofs of claim with the liquidation group within 30 days as of the receipt of the notice or
within 45 days as of the issuance of the public announcement in the case of failing to receive
such notice.
The remaining property of the company after the payment of liquidation expenses,
employees’ wages, social insurance expenses and statutory compensation, outstanding taxes
and the company’s debts, shall be distributed to shareholders in proportion to their
shareholdings. During the liquidation period, the company shall continue to exist but shall not
carry out any business activities unrelated to the liquidation. The company’s assets shall not be
distributed to the shareholders before the liquidation in accordance with the preceding
paragraph.
If the liquidation group, having thoroughly examined the company’s assets and having
prepared a balance sheet and an inventory of assets, discovers that the company’s assets are
insufficient to pay its debts in full, 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.
Upon completion of the liquidation, the liquidation group shall prepare a liquidation
report to be submitted to the shareholders’ meeting or the people’s court for confirmation, and
submit to the company registration authority to apply for cancellation of the company’s
registration.
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.
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.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS
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--- page 552 ---
Overseas Listing
According to the Overseas Listing Trial Measures, the domestic enterprise shall report the
application documents for issuance and listing to the CSRC for record-filing within three
working days after submission of the application documents for issuance and listing overseas.
Suspension and Termination of Listing
The Company Law has deleted provisions governing suspension and termination of
listing. The Securities Law has also deleted provisions regarding suspension of listing. 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.
According to the Overseas Listing Trial Measures, in case of active 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
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 mainland China
and administering the CSRC. The CSRC is the regulatory arm of the Securities Committee and
is responsible for the drafting of regulatory provisions of securities markets, supervising
securities companies, regulating public offers of securities by companies in mainland China or
overseas, regulating the trading of securities, compiling securities-related statistics and
undertaking research and analysis. On March 29, 1998, the State Council consolidated the
above two departments and reformed the CSRC.
The Provisional Regulations Concerning the Issue and Trading of Shares (ୃ೯Бၾ
၍ଣᅲБૢԷ‘), promulgated by the State Council on April 22, 1993 and came into
effect on the same day, provide the application and approval procedures for public offerings of
shares, trading in shares, the acquisition of listed companies, the deposit, settlement and
transfer of listed shares, the disclosure of information with respect to a listed company,
investigation and penalties and dispute arbitration.
The Regulations of the State Council Concerning the Domestic Listed Foreign Shares of
Joint Stock Limited Companies (‘),
promulgated by the State Council on December 25, 1995 and came into effect on the same day,
mainly provide for the issue, subscription, trading and payment of dividends of domestic listed
foreign shares and disclosure of information of joint stock limited companies with domestic
listed foreign shares.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS
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--- page 553 ---
The Securities Law, which was lastly amended by the SCNPC on December 28, 2019 and
came into effect on March 1, 2020, provides a series of provisions regulating, among other
things, the issue and trading of securities, takeovers by listed companies, securities exchanges,
securities companies and the duties and responsibilities of the State Council’s securities
regulatory authorities in the mainland China, and comprehensively regulates activities in the
securities market of mainland China. The Securities Law provides that a domestic enterprise
must comply with the relevant provisions of the State Council in issuing securities directly or
indirectly outside the mainland China or listing and trading its securities outside the Mainland
China. Currently, the issue and trading of foreign issued shares are mainly governed by the
rules and regulations promulgated by the State Council and the CSRC.
ARBITRATION AND ENFORCEMENT OF ARBITRAL A W ARDS
Under the Arbitration Law of the PRC (‘), or the Arbitration
Law, last amended by the SCNPC on September 1, 2017 and effective on January 1, 2018, the
Arbitration Law is applicable to economic disputes involving foreign parties, and all parties
have entered into a written agreement to refer the matter to an arbitration committee constituted
in accordance with 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 relevant regulations under the Arbitration Law and the Civil
Procedure Law. Where both parties have agreed to settle disputes by means of arbitration, the
people’s court will refuse to take legal action brought by a party in the people’s court.
Under the Arbitration 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 according to the Civil Procedure Law. If there is evidence to prove that any of the
following circumstances exists: the parties have not stipulated an arbitration clause in the
contract or have not reached a written arbitration agreement afterwards; the respondent has not
been notified of the appointment of the Court of Arbitration or the arbitration proceedings or
failed to present views for other reasons for which the respondent is not responsible; the
composition of the arbitral tribunal or the arbitration procedures are not in accordance with the
arbitration rules; the matters awarded are outside the scope of the arbitration agreement, or the
arbitration committee has no jurisdiction to arbitrate, the people’s court may rule not to enforce
such award. A party seeking to enforce an arbitral award of foreign arbitration commission
against a party who or whose property is not within the mainland China 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 recognized and enforced by the people’s
court in accordance with the principles of reciprocity or any international treaty concluded or
acceded to by the PRC.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS
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--- page 554 ---
According to the Arrangement of the Supreme People’s Court on Mutual Enforcement of
Arbitral Awards between the Mainland and the Hong Kong Special Administrative Region
(τર‘) promulgated by the
Supreme People’s Court on January 24, 2000 and effective on February 1, 2000, and the
Supplementary Arrangement of the Supreme People’s Court on Mutual Enforcement of Arbitral
Awards between the Mainland and the Hong Kong Special Administrative Region ( ௰৷ɛ
໾̂τર‘) promulgated by the
Supreme People’s Court on November 26, 2020 and effective on November 27, 2020, awards
made by arbitral authorities in mainland China can be applied for enforcement in Hong Kong,
and Hong Kong arbitration awards can also be applied for enforcement in the mainland China.
APPENDIX IV SUMMARY OF PRINCIPAL LEGAL AND REGULATORY PROVISIONS
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--- page 555 ---
This appendix mainly provides investors with an overview of the Articles of Association.
The following data is only a summary and not exhaustive data that may be important to
investors.
SHARES AND REGISTERED CAPITAL
The shares of the Company shall be issued in a transparent, fair and equal manner, and
each share shall rank pari passu with other shares of the same class. Shares of the same class
issued at the same time shall be issued with the same conditions and price per share; any
individual shall pay the same price per share for the subscription of shares.
The domestic unlisted shares issued by the Company shall be registered and deposited at
the domestic securities registration and settlement institution in a centralized manner. H shares
issued by the Company may be kept by trustee escrow companies in accordance with laws,
securities regulatory rules and requirements of securities registration and depository of the
place where the Company’s shares are listed, or may also be held by shareholders in their own
name.
All the shares issued by the Company are denominated in Renminbi.
SHARE ADDITIONS, REPURCHASES AND TRANSFERS
Share increase or decrease
The Company may, pursuant to a resolution passed by a general meeting of shareholders,
adopt the following methods to increase its capital according to its operation and development
needs and in compliance with the provisions of laws and regulations:
(1) share issuance to unspecified parties;
(2) share issuance to specified parties;
(3) distribution of bonus shares to existing shareholders;
(4) conversion of the common reserve fund into additional share capital;
(5) other means as required by laws and administrative regulations and the relevant
regulatory authorities such as China Securities Regulatory Commission (CSRC),
Hong Kong Stock Exchange or the securities regulatory authorities in the place
where the Company’s shares are listed.
When a company reduces its registered capital, it will prepare a balance sheet and an
inventory of assets. The Company shall notify its creditors within 10 days from the date of
making the decision in a general meeting of shareholders to reduce the registered capital, and
make an announcement in newspapers (or the National Enterprise Credit Information Publicity
System), and the HKEXnews website of the Hong Kong Stock Exchange ( www.hkexnews.hk )
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-1 –


--- page 556 ---
and the Company’s official website within 30 days according to the securities regulatory rules
in the place where the Company’s shares are listed. The creditors have the right to demand the
Company to pay off its debts or provide corresponding guarantees within 30 days from the date
of receipt of the notice, or within 45 days from the date of the announcement if it has not
received the notice.
Share repurchase
The Company shall not acquire the Company’s shares except in any of the following
circumstances:
(1) reduce the registered capital of the Company;
(2) merger with other companies which hold shares of the Company;
(3) use shares in employee shareholding plans or equity incentives;
(4) the shareholder requests the Company to purchase its shares due to objection to the
resolution on the merger or division of the Company made by the shareholders’
meeting;
(5) convert shares into corporate bonds issued by the Company that can be converted
into share certificates;
(6) necessary for the Company to safeguard the Company’s value and shareholders’
interests;
(7) other circumstances permitted by laws, regulations and rules of the securities
regulatory authorities where the Company’s shares are listed.
Where the Company acquires the Company’s shares due to the circumstances specified in
items (3), (5) and (6) of the above, the acquisition shall be conducted through a public
centralized transaction. Where the Company acquires the Company’s shares due to the
circumstances specified in items (1) and (2) of the above, the acquisition shall be subject to a
resolution of the shareholders’ meeting. Where the Company acquires the Company’s shares
due to the circumstances specified in items (3), (5) and (6) of the above, the acquisition shall
be resolved by more than two-thirds of the directors who attended the Board meeting according
to the provisions of the Articles of Association or as authorized by the shareholders’ meeting,
provided that it complies with the applicable securities regulatory rules of the place where the
Company’s shares are listed. For the acquisition of the Company’s shares, the Company shall
perform its information disclosure obligation in accordance with the laws, regulations and rules
of the regulatory authorities where the Company’s shares are listed. For the domestic unlisted
shares, after the Company acquires the shares of the Company pursuant to the above
provisions, it shall be deregistered within 10 days from the date of acquisition in circumstance
specified in (1); the shares shall be transferred or deregistered within 6 months in
circumstances specified in (2) and (4): the total number of shares of the Company held by the
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-2 –


--- page 557 ---
Company shall not exceed 10% of the total issued shares of the Company under the
circumstances specified in (3), (5) and (6) and shall be transferred or deregistered within three
years. Where the laws, regulations and the securities regulatory authorities of the place where
the Company’s shares are listed have other provisions on the relevant matters involved in the
repurchase of shares, such provisions shall prevail.
The Company may acquire the shares of the Company by public centralized transaction,
or other methods approved by the laws, administrative regulations, the CSRC and the securities
regulatory authorities where the Company’s shares are listed.
Transfer of shares
The shares issued by the Company prior to the public issuance of shares shall not be
transferred within one year from the date of listing of the Company’s shares on the stock
exchange.
Directors and senior management of the Company shall report to the Company the shares
(including preferred shares) of the Company held by them and their changes. During their term
of office as determined at the time of their appointment, the shares transferred each year shall
not exceed 25% of the total number of shares of the same class they held in the Company. The
shares of the Company shall not be transferred within one year from the date of listing. The
above mentioned personnel shall not transfer the shares of the Company held by them within
half a year after their resignation. Where the laws, regulations, CSRC and/or the listing rules
of the place where the Company’s shares are listed provide otherwise for restrictions on the
transfer of the Company’s shares, such provisions shall prevail.
In the event that any shareholder holding 5% or more of the shares of the Company,
director or senior management disposes of any shares or other equity securities held by him/her
within six months from the date of acquiring, or acquires within six months from the date of
disposing, the gains derived therefrom shall belong to the Company and be recovered by the
Board of the Company. However, the securities company holds more than 5% of the shares as
a result of the purchase of the remaining shares after the underwriting, and other circumstances
stipulated by the CSRC shall be excluded. Where the listing rules of the place where the
Company’s shares are listed contain any other provisions, such provisions shall prevail. Shares
or other equity securities held by the directors, senior management and shareholders of natural
persons as mentioned in the preceding paragraph shall include the shares or other equity
securities held by their spouses, parents, children and through the accounts of others. If the
Board of the Company does not comply with the provisions of this Article, the shareholders
shall have the right to request the Board to implement the provisions within 30 days. If the
Board of the Company fails to carry out the enforcement within the aforesaid time limit, the
shareholders shall have the right to directly initiate litigations in the People’s Court for the
benefit of the Company in their own name. If the Board of the Company fails to comply with
the provisions of this Article, the responsible directors shall be jointly and severally liable in
accordance with the law.
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SHAREHOLDERS AND SHAREHOLDERS’ MEETINGS
Shareholders
The Company shall establish a register of shareholders on the basis of the certificates
provided by the securities depository and clearing institution, and the register of shareholders
shall be a sufficient evidence that shareholders hold the shares of the company. Shareholders
shall enjoy rights and assume obligations according to the class of shares they hold.
Shareholders holding shares of the same class shall enjoy the same rights and assume the same
obligations.
Shareholders of the Company have the following rights:
(1) speak and vote at shareholders’ meetings, unless required to abstain from voting on
specific matters pursuant to the regulations of the Listing Rules of Hong Kong Stock
Exchange;
(2) have dividends and other forms of distribution of benefits based on the number of
shares held by them;
(3) lawfully request, convene, preside over, attend or appoint a shareholder’s proxy to
attend the shareholders’ meeting, and exercise the corresponding speaking and
voting rights;
(4) supervise the operation of the Company and put forward suggestions or inquiries;
(5) transfer, gift or pledge the shares held by it in accordance with the laws,
administrative regulations and the Articles of Association;
(6) inspect and make copies of the Articles of Association, the register of shareholders,
minutes of shareholders’ meetings, resolutions of the Board and financial and
accounting reports, shareholders who meet the requirements may inspect the
Company’s accounting books and accounting certificates;
(7) at the time of termination or liquidation, the Company shall participate in the
distribution of the remaining assets of the Company according to the shares held by
it;
(8) a shareholder who disagrees with the resolution on the merger or division of the
Company made by the shareholders’ meeting shall require the Company to purchase
its shares;
(9) inspect the branch register of members in Hong Kong, but the Company may close
the register on terms equivalent to section 632 of the Companies Ordinance (Chapter
622 of the Laws of Hong Kong);
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(10) other rights stipulated by laws, administrative regulations, departmental rules,
securities regulatory rules of the place where the Company’s shares are listed or
Articles of Association of the Company.
If the resolutions of the shareholders’ meeting or the Board of the Company violate the
laws or administrative regulations, the shareholders shall have the right to request the People’s
Court to determine that the resolutions are invalid. If the procedures for convening the
meetings of the shareholders’ meeting or the Board, or the way of voting violates the provisions
of the laws, administrative regulations or the Articles of Association of the Company, or the
content of the resolutions violates the provisions of the Articles of Association of the Company,
the shareholders shall have the right to request the People’s Court to revoke the resolutions
within 60 days from the date when the resolutions are made, unless there is only a minor defect
in the procedures for convening a shareholders’ general meeting or the Board meeting or in the
manner of voting thereat, which does not materially affect the resolution.
Shareholders of the Company have the following obligations:
(1) comply with laws, administrative regulations and the Articles of Association;
(2) pay the share capital in accordance with the shares subscribed for and the manner
of share purchase;
(3) shall not withdraw the shares except for the circumstances stipulated by laws and
regulations;
(4) not abuse the rights of shareholders to damage the interests of the Company or other
shareholders; not to abuse the independent status of the Company as a legal person
and the limited liability of shareholders to damage the interests of the creditors of
the Company;
(5) other obligations stipulated by laws, administrative regulations, the Articles of
Association and securities regulatory rules of the place where the Company’s shares
are listed.
General requirements of shareholders’ meetings
The shareholders’ meeting of the Company is composed of all shareholders. The
shareholders’ meeting is the organ of authority of the Company and shall exercise the following
functions and powers in accordance with the law:
(1) elect and replace directors, and decide on the remuneration of directors;
(2) consider and approve the report of the Board;
(3) consider and approve the Company’s profit distribution plan and loss recovery plan;
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(4) make resolutions on the increase or decrease of the registered capital of the
Company;
(5) make resolutions on the issuance of corporate bonds by the Company;
(6) make resolutions on the merger, division, dissolution, liquidation of the Company or
change of the Company’s form;
(7) amend the Articles of Association;
(8) make resolutions on the appointment and dismissal as well as the remuneration of
the accounting firm responsible for the auditing of the Company;
(9) consider and approve the guarantee matters stipulated in Article 47 of the Articles
of Association;
(10) consider the purchase or sale of material assets by the Company in excess of 30%
of the Company’s most recent audited total assets within one year;
(11) consider and approve the changes in the use of proceeds;
(12) consider share incentive plans and employee share ownership plans;
(13) consider other matters that shall be decided by the shareholders’ meeting as provided
in the laws, administrative regulations, departmental rules, the Articles of
Association or the securities regulatory rules of the place where the Company’s
shares are listed.
The following external guarantees of the Company shall be considered and approved by
the shareholders’ meeting:
(1) any guarantee provided after the total amount of guarantees provided by the
Company and its controlled subsidiaries to external parties exceeding 50% of the
latest audited net assets of the Company;
(2) any guarantee provided after the total amount of external guarantees provided by the
Company exceeding 30% of the latest audited total assets of the Company;
(3) any guarantee provided to others by the Company within one year of a value
exceeding 30% of the latest audited total assets of the Company;
(4) any guarantee provided to a party with an asset-liability ratio of over 70%;
(5) any guarantee with a single guarantee amount exceeding 10% of the latest audited
net assets;
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(6) any guarantee provided to shareholders, de facto controllers and their related parties;
(7) other guarantees that shall be considered by the shareholders’ meeting as stipulated
by laws, regulations, securities regulatory rules of the place where the Company’s
shares are listed or the Articles of Association.
Under any of the following circumstances, the Company shall convene an extraordinary
general meeting within 2 months from the date of occurrence:
(1) the number of directors is less than the number prescribed in the Company Law or
two-thirds of the number prescribed in the Articles of Association;
(2) the unrecovered loss of the Company reaches 1/3 of the total share capital;
(3) at the request of shareholders who individually or collectively hold more than 10%
of the shares (including preference shares with voting rights restored, etc.) of the
Company;
(4) when the Board deems it necessary;
(5) when the Board of Supervisors proposes to convene;
(6) other circumstances stipulated by laws, administrative regulations, departmental
rules or the Articles of Association of the Company.
Convening of shareholders’ meeting
The Board shall convene the shareholders’ meeting on time within the specified period.
Subject to the consent of more than half of all the independent directors, the independent
directors have the right to propose to the Board to convene an extraordinary general meeting.
With regard to the proposal made by the independent directors for convening an extraordinary
general meeting, the Board shall, in accordance with the laws, administrative regulations and
the Articles of Association, provide a written response indicating whether it agree or disagree
to convene the extraordinary general meeting within 10 days upon receipt of the proposal.
Where the Board agrees to convene the extraordinary general meeting, a notice of convening
the shareholders’ meeting shall be issued within 5 days after the resolution of the Board is
made. Where the Board does not agree to convene the extraordinary general meeting, it shall
provide reasons and make an announcement.
The Audit Committee shall propose to the Board to convene of an extraordinary general
meeting in writing. The Board shall, in accordance with the laws, administrative regulations
and the Articles of Association, provide a written response indicating whether it agree or
disagree to convene the extraordinary general meeting within 10 days upon receipt of the
proposal. Where the Board agrees to convene the extraordinary general meeting, a notice of
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--- page 562 ---
convening the shareholders’ meeting shall be issued within 5 days after the resolution of the
Board is made, and the changes to the original proposal in the notice shall be agreed with the
Audit Committee. Where the Board does not agree to convene the extraordinary general
meeting, or fails to give feedback within 10 days after receiving the proposal, the Board shall
be deemed to be unable to perform or fail to perform its duties of convening the shareholders’
meeting, and the Audit Committee may convene and preside over the meeting by itself.
Shareholders who individually or collectively hold more than 10% of the Company’s
shares (including preference shares with voting rights restored, etc.) have the right to request
the Board to convene an extraordinary general meeting in writing. The Board shall, in
accordance with the provisions of laws, administrative regulations and the Articles of
Association, provide a written response indicating whether it agree or disagree to convene the
extraordinary general meeting within 10 days upon receipt of the request. Where the Board
agrees to convene the extraordinary general meeting, a notice of convening the shareholders’
meeting shall be issued within 5 days after the resolution of the Board is made, and the changes
to the original request in the notice shall be agreed with relevant shareholders. Where the Board
does not agree to convene the extraordinary general meeting, or fails to give feedback within
10 days after receiving the request, shareholders individually or collectively holding more than
10% of the Company’s shares (including preference shares with voting rights restored, etc.)
have the right to propose to the Audit Committee to convene an extraordinary general meeting
in writing.
Where the Audit Committee agrees to convene an extraordinary general meeting, it shall
issue a notice to convene the shareholders’ meeting within 5 days of receiving the request, and
the changes to the original request in the notice shall be agreed with relevant shareholders.
Where the Audit Committee fails to issue a notice of the shareholders’ meeting within the
prescribed period, the Audit Committee shall be deemed to not convene or preside over the
shareholders’ meeting, and the shareholders who individually or collectively hold more than
10% of the Company’s shares (including preference shares with voting rights restored, etc.) for
more than 90 consecutive days may convene and preside over the meeting on their own.
Notice of shareholders’ meeting
The convener will notify shareholders by announcement 20 days before the annual
shareholders’ meeting, and for the extraordinary shareholders’ meeting, shareholders will be
notified by announcement 15 days before the meeting. When calculating the starting period, the
Company shall not include the date of the meeting. Notice of shareholders’ meeting shall be
given to shareholders in a manner consistent with the laws, administrative regulations, the
Listing Rules of the Hong Kong Stock Exchange, securities regulatory rules of the place where
the Company’s shares are listed and the Articles of Association.
The notice of the shareholders’ meeting includes the following:
(1) time, place and duration of the meeting;
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--- page 563 ---
(2) matters and proposals submitted to the meeting for consideration;
(3) explain in obvious words: All shareholders have the right to attend the shareholders’
meeting and can entrust a proxy in writing to attend the meeting and participate in
voting. The shareholder’s proxy does not have to be a shareholder of the Company;
(4) equity registration date of shareholders who have the right to attend the
shareholders’ meeting;
(5) name and telephone number of the permanent contact person for conference affairs;
(6) voting time and voting procedures online or by other means.
All specific contents of all proposals shall be fully and completely disclosed in the
shareholder meeting notice and supplementary notice.
Proposals of shareholders’ meeting
The content of the proposal should fall within the scope of functions of the shareholders’
meeting, have clear topics and specific resolution matters, and comply with the relevant
provisions of laws, administrative regulations, securities regulatory rules of the place where the
Company’s shares are listed and Articles of Association.
When the Company convenes a shareholders’ meeting, the Board, the Audit Committee
and shareholders individually or jointly holding more than 1% of the Company’s shares have
the right to propose proposals to the Company.
Shareholders who individually or collectively hold 1% or more of the Company’s shares
may make a provisional proposal and submit it in writing to the convener 10 days before the
shareholders’ meeting. The convener shall issue a supplementary notice of the shareholders’
meeting within 2 days of receipt of the proposal, announcing the content of the provisional
proposal, and the provisional proposal shall be submitted to the shareholders’ meeting for
deliberation, unless the provisional 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.
Save for the circumstances specified in the preceding paragraph, the convener shall not
modify the proposals listed in the notice of shareholders’ meeting or add new proposals after
issuing the notice of shareholders’ meeting.
Proposals that are not listed in the notice of shareholders’ meeting or do not comply with
the provisions of the Articles of Association shall not be voted on and resolutions made by the
shareholders’ meeting.
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Delegations of the shareholders’ meeting
Shareholders may attend the shareholders’ meeting in person or entrust a proxy to attend
and vote on their behalf. Each shareholder has the right to appoint a proxy, but the proxy does
not need to be a shareholder of the Company. The proxy may exercise the following rights in
accordance with the entrustment of such shareholder:
(1) the shareholder’s right to speak at a shareholders’ meeting;
(2) individually, or collectively with others, request to vote by poll;
(3) exercise the right to vote by hands or on a poll, unless otherwise prescribed by
relevant laws, administrative regulations, the Listing Rules of the Hong Kong Stock
Exchange or other securities regulatory rules of the place where the Company’s
shares are listed.
If an individual shareholder attends the meeting in person, he/she shall produce his/her
identity card or other valid documents or certificates that can identify him/herself, if a
shareholder authorizes a proxy to attends a meeting on his/her behalf, the proxy shall produce
his/her own valid identity card and the power of attorney from the shareholder.
Legal person shareholders shall be represented by their legal representative or a proxy
entrusted by the legal representative to attend the meeting. If a legal representative attends the
meeting, he or she shall present his or her identity card and a valid certificate proving his or
her qualifications as a legal representative; if a proxy is appointed to attend the meeting, the
proxy shall present his or her identity card and a written power of attorney issued by the legal
representative of the legal person shareholder unit in accordance with the law (except where
the shareholder is a recognized clearing house or its proxy (hereinafter referred to as the
“Recognized Clearing House”) as defined in the relevant regulations of Hong Kong law in
force from time to time or the securities regulatory rules of the place where the Company’s
shares are listed).
If the shareholder is a Recognized Clearing House (or its proxy), the Recognized Clearing
House may authorize one or more persons it considers appropriate to act as its representative
at any shareholders’ meeting or any creditors’ meeting; however, if more than one person is
authorized, the power of attorney should specify the number and type of shares for each such
person authorized by such authorization. A person so authorized may exercise rights on behalf
of a Recognized Clearing House (without showing shareholding certificates, subject to
notarized authorization and/or further evidence confirming that it is duly authorized) as if such
person were an individual shareholder in the Company.
The power of attorney issued by a shareholder to entrust others to attend the shareholders’
meeting shall specify the following contents:
(1) the name of the trustor, the class and number of shares held in the Company;
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--- page 565 ---
(2) the name of the proxy;
(3) the matters for proxy and the scope of authorization, specific instructions from
shareholders, including instructions to vote for, against or abstain from voting on
each and every issue included in the agenda of the shareholders meeting;
(4) the date of issuance and validity period of the power of attorney;
(5) signature (or seal) of the trustor. If the trustor is a legal person shareholder, the seal
of the legal person entity shall be affixed.
Voting on the Shareholders’ meeting
Resolutions of shareholders’ meetings are divided into ordinary resolutions and special
resolutions.
Ordinary resolutions made on the shareholders’ meeting shall be passed by more than half
of the voting rights held by shareholders (including shareholders’ proxies) present at the
shareholders’ meeting.
Special resolutions made on a shareholders’ meeting shall be passed by more than
two-thirds of the voting rights held by shareholders (including shareholders’ proxies) present
at the shareholders’ meeting.
The following matters shall be passed by ordinary resolutions at the shareholders’
meeting:
(1) work reports of the Board;
(2) the profit distribution plan and loss recovery plan drawn up by the Board;
(3) the appointment and removal of members of the Board and their remuneration and
payment methods;
(4) the appointment, dismissal or non-renewal of the accounting firm and its
remuneration;
(5) the annual report of the Company;
(6) other matters that shall be passed by special resolutions except those stipulated by
laws, administrative regulations, securities regulatory rules of the place where the
Company’s shares are listed or the Articles of Association.
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--- page 566 ---
The following matters shall be passed by special resolutions at the shareholders’ meeting:
(1) the Company increases or decreases its registered capital;
(2) the division, spin-off, merger, dissolution and liquidation of the Company;
(3) modification of the Articles of Association;
(4) the Company purchases or sells major assets within one year or the amount of
guarantee provided to others exceeds 30% of the Company’s latest audited total
assets;
(5) equity incentive plan;
(6) other matters that are stipulated in laws, administrative regulations, securities
regulatory rules of the place where the Company’s shares are listed or the Articles
of Association, as well as those that are determined by the shareholders’ meeting to
have a significant impact on the Company through ordinary resolutions and need to
be passed through special resolutions.
Shareholders (including shareholders’ proxies) exercise their voting rights based on the
number of voting shares they represent, and each share is entitled to one vote. When voting,
shareholders (including shareholders’ proxies) with two or more voting rights do not have to
vote for, against all voting rights or abstaining from voting. However, the Company’s shares
held by the Company carry no voting rights, and such shares are not included in the total
number of voting shares held by shareholders present.
When the shareholders’ meeting considers major matters affecting the interests of small
and medium-sized investors, the votes of small and medium-sized investors shall be counted
separately. The results of separate vote counting shall be disclosed to the public in a timely
manner.
The Company’s shares held by the Company carry no voting rights, and such shares are
not included in the total number of voting shares held by shareholders present.
According to applicable laws and regulations and the Listing Rules of the Hong Kong
Stock Exchange, if any shareholder is required to give up voting rights on a certain resolution,
or any shareholder is restricted from voting in support of (or against) a certain resolution, such
votes cast by such shareholders or their representatives in violation of relevant regulations or
restrictions shall not be counted in the total number of shares with voting rights.
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--- page 567 ---
If a shareholder violates the provisions of paragraphs 1 and 2 of Article 63 of the
Securities Law by purchasing shares of the Company with voting rights, the shares exceeding
the prescribed proportion shall not exercise voting rights within 36 months after purchase and
is not included in the total number of shares with voting rights present at the shareholders’
meeting.
The Board, independent directors and shareholders holding more than 1% of the voting
shares or investor protection institutions established in accordance with laws, administrative
regulations or the provisions of the CSRC may solicit shareholder voting rights. When
soliciting shareholder voting rights, specific voting intentions and other information must be
fully disclosed to the persons being solicited. It is prohibited to collect voting rights from
shareholders through paid or disguised payment methods. Except for statutory conditions, the
Company may not impose minimum shareholding ratio restrictions on the solicitation of voting
rights.
DIRECTORS AND THE BOARD
Directors
Directors are elected or changed by the shareholders’ meeting and may be removed from
office by the shareholders’ meeting before the expiration of their term. The term of directors
is three years. Upon expiration of the term, directors may be re-elected.
The term of office of a director shall be calculated from the date of assuming office until
the expiration of the term of the current Board. If a director’s term of office expires and is not
re-elected in time, until the re-elected director takes office, the original director shall still
perform his or her duties as a director in accordance with the provisions of laws, administrative
regulations, departmental rules and the Articles of Association. Directors may resign before the
expiration of their terms of office. A director’s resignation shall be submitted in writing to the
Company. The resignation shall take effect on the date when the Company receives the
resignation report. The board of directors shall disclose the relevant situation within two
trading days. If the resignation of a director results in the number of directors on the board of
the Company being lower than the legally prescribed minimum number, the original director
shall continue to perform the duties of a director in accordance with the laws, administrative
regulations, departmental rules, the securities regulatory rules of the stock exchange where the
Company’s shares are listed, and this articles of association until the newly elected director
takes office.
A director appointed by the Board to fill a casual vacancy or to increase the number of
members of the Board shall hold office for a term commencing from the date of his or her
appointment until the first annual general meeting after his or her appointment, and shall be
eligible for re-election by then.
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--- page 568 ---
The senior management may concurrently serve as a director, provided that the aggregate
number of the directors who concurrently serve as the senior management and directors who
are employee representatives, shall not exceed one half of all the directors of the Company.
The Board of the Company shall have one employee representative director, who shall be
democratically elected by the employees of the Company through the employee representative
meeting or other forms, without submitting it to the shareholders’ meeting for consideration.
The chairman of the Board
The Board of the Company has one chairman of the Board in place. The chairman of the
Board is elected by more than half of all of the directors.
The chairman of the Board exercises the following functions and powers:
(1) preside over shareholders’ meetings and convene and preside over Board meetings;
(2) supervise and inspect the implementation of Board resolutions;
(3) other functions and powers granted by the Board.
If the chairman of the Board is unable or fails to perform his or her duties, more than half
of the directors shall jointly elect a director to perform such duties.
The Board
The Board consists of 9 directors, consisting of 3 independent directors.
The Board exercises the following functions and powers:
(1) convene shareholders’ meetings and report work to the shareholders’ meeting;
(2) implement the resolutions of the shareholders’ meeting;
(3) determine the Company’s business plan and investment plan;
(4) formulate the Company’s profit distribution plan and loss recovery plan;
(5) formulate plans for the Company to increase or reduce its registered capital, issue
bonds or other securities and for the listing;
(6) formulate plans for the Company’s major acquisitions, the Company’s acquisition of
the Company’s shares, or merger, division, dissolution and change of form of the
Company;
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--- page 569 ---
(7) determine external investments, purchases and sales of assets, pledge of assets,
external guarantees, entrusted asset management, connected transactions and
external donations of the Company within the scope of the authority granted by
shareholders’ meeting;
(8) determine the establishment of the Company’s internal management structure;
(9) determine the appointment or removal of the general manager of the Company, the
secretary to the Board and other senior management and to decide on their
remunerations and rewards and penalties; to determine the appointment or removal
of the deputy general manager, chief financial officer and other senior management
of the Company based on the nomination by the general manager and to decide on
matters about their remunerations and rewards and penalties;
(10) formulate the basic management system of the Company;
(11) formulate proposals for amendment to the Articles of Association;
(12) manage information disclosure of the Company;
(13) propose the appointment or removal of the accounting firm for the Company’s audit
to the shareholders’ meeting;
(14) receive the work report and inspect the work of the general manager of the
Company;
(15) other functions and powers conferred by laws, administrative regulations,
departmental rules, securities regulatory rules of the place where the
Company’s shares are listed, the Articles of Association or the shareholders’
meeting.
Any matters that are beyond the scope of authorization of the shareholders’ meeting shall
be submitted for consideration at the shareholders’ meeting.
The Board shall meet at least 4 times a year, once a quarter, at the call of the chairman
of the Board. Regular meetings of the Board referred to in this Article shall be notified in
writing to all directors fourteen (14) days prior to the meeting.
Shareholders representing more than 1/10 of the voting rights, more than 1/3 of the
directors or the Audit Committee may propose to convene an extraordinary meeting of the
Board. The chairman of the Board shall convene and preside over the Board meeting within
10 days after receiving the proposal.
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--- page 570 ---
The methods of notification for the extraordinary meeting of the Board are: telephone
notification and/or written notification (including personal delivery, mail, fax, and email). The
notification time limit is: to notify all directors five (5) days prior to the meeting. With the
unanimous consent of all directors, the convening of an extraordinary Board meeting may not
be subject to the aforementioned notification time limit, but this shall be notified all directors
promptly, recorded in the Board minutes and signed by all participating directors. The first
meeting after the re-election of the Board may be held on the day of re-election, and the time
of the meeting is not restricted by the above-mentioned notification method and notification
time.
Board meetings should be attended by more than half of the directors. Resolutions made
by the Board should be approved by more than half of all directors. V oting on resolutions of
the Board is based on one person, one vote.
Directors who are related to the corporates or individuals involved in the matters resolved
at the Board meeting shall promptly report to the Board in writing. The related directors may
not exercise voting rights on the resolution, nor may they exercise voting rights on behalf of
other directors. The Board meeting may be held if more than half of the unrelated directors are
present, and resolutions made at the Board meeting shall be passed by more than half of the
unrelated directors. If the number of unrelated directors present at the Board is less than 3, the
matter shall be submitted to the shareholders’ meeting for consideration.
Board meetings shall be attended by the director in person; if a director is unable to attend
for any reason, he or she may authorize another director in writing to attend on his or her
behalf. The power of attorney shall state the name of the proxy, matters of proxy, scope of
authorization and validity period, and shall be signed or stamped by the trustor. Directors who
attend meetings on their behalf shall exercise the rights of directors within the scope of
authorization. If a director fails to attend a Board meeting or appoint a representative to attend,
he or she shall be deemed to have given up his or her right to vote at the meeting.
Audit Committee of the Board
The Board of the Company has an Audit Committee in place to exercise the functions and
powers of the Board of Supervisors as stipulated in the Company Law.
The Audit Committee consists of three members, who are directors who do not hold
senior management positions in the Company, including two independent directors, with an
accounting professional among the independent directors serving as the convenor.
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The Audit Committee is responsible for reviewing the Company’s financial information
and its disclosure, supervising and evaluating the internal and external audits and internal
controls. The following matters shall be submitted to the Board for consideration after being
approved by a majority of all members of the Audit Committee:
(1) disclose financial information in financial accounting reports and periodic reports,
internal control evaluation reports;
(2) appoint or dismiss the accounting firm that undertakes audits of listed companies;
(3) appoint or dismiss the financial controller of listed company;
(4) change accounting policies and accounting estimates or correct material accounting
errors made for reasons other than changes in accounting standards;
(5) other matters as stipulated by laws, administrative regulations, CSRC regulations,
securities regulatory rules of the place where the Company’s shares are listed and
the Articles of Association.
The Audit Committee meets at least once a quarter. An extraordinary meeting may be
convened upon the proposal of two or more members, or when the convenor deems it
necessary. Meetings of the Audit Committee may only be held if more than two-thirds of the
members are present.
Other special committees of the Board
The Board of the Company sets up other special committees, such as the Nomination
Committee and the Remuneration Committee, to perform their duties in accordance with the
Articles of Association and the authorization of the Board, and the proposals of the special
committees shall be submitted to the Board for consideration and decision. The Board shall be
responsible for formulating the working procedures of the special committees. The
composition of the special committees shall comply with the laws, administrative regulations,
departmental rules, the Listing Rules of Hong Kong Stock Exchange and other securities
regulatory rules of the place where the Company’s shares are listed or the relevant
requirements stipulated by the relevant regulatory authorities.
Senior management
The Company has general manager and deputy general manager, who are appointed or
dismissed by the Board.
The Company has financial officer and Board secretary, whose appointment or dismissal
proposed by the general manager to the Board.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-17 –


--- page 572 ---
The Company’s general manager, deputy general manager, financial controller, Board
secretary and other senior management are elected for a term of three years, and may be
re-appointed.
The general manager is responsible to the Board and exercises the following functions
and powers:
(1) preside over the Company’s production, operation and management work, organize
the implementation of Board resolutions, and report work to the Board;
(2) organize and implement the Company’s annual business plan and investment plan;
(3) formulate a plan for the establishment of the Company’s internal management
organization;
(4) formulate the Company’s basic management system;
(5) formulate specific regulations of the Company;
(6) propose to the Board to appoint or dismiss the Company’s deputy manager, financial
director, Board secretary and other senior management;
(7) decide on the appointment or dismissal of management personnel other than those
who shall be appointed or dismissed by the Board;
(8) consider and approve general connected transactions other than those connected
transactions that are required to be submitted to the Board or the shareholders’
meeting for approval in accordance with the Articles of Association;
(9) consider and approve matters other than those required to be submitted to the Board
or the shareholders’ meeting for approval in accordance with the Articles of
Association, such as major transactions, external investments and external
guarantees;
(10) decide on the establishment of wholly-owned subsidiaries and/or branches of the
Company;
(11) other functions and powers granted by the Articles of Association, securities
regulatory rules of the place where the Company’s shares are listed or the Board.
The general manager attends Board meetings.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-18 –


--- page 573 ---
QUALIFICATIONS AND OBLIGATIONS OF THE DIRECTORS AND SENIOR
MANAGEMENT OF THE COMPANY
Persons under any of the following circumstances cannot serve as a director or senior
management of the Company:
(1) have no capacity for civil conduct or have limited capacity for civil conduct;
(2) if sentenced to a criminal penalty for corruption, bribery, misappropriation of
property, misappropriation of property or undermining the order of the socialist
market economy, or is deprived of political rights for a crime, and if the execution
period has not expired for more than 5 years and the person is sentenced to
probation, and it has not been more than 2 years since the expiration of the probation
period;
(3) serving as a director, factory director or manager of a company or enterprise
undergoing bankruptcy liquidation, and being personally responsible for the
bankruptcy of such company or enterprise, and it has been less than 3 years since
the date of completion of the bankruptcy liquidation of such company or enterprise;
(4) serving as the legal representative of a company or enterprise that has had its
business license revoked or ordered to close due to illegal activities with bearing
personal responsibility, and it has not been more than 3 years since such company
or enterprise was revoked of its business license or ordered to close;
(5) listed as a dishonest person subject to execution by the People’s Court since a
relatively large amount of debt has not been paid off when due;
(6) be taken measures by CSRC to prohibit entry into the securities market with the time
limit not expired;
(7) be recognized as unsuitable to be a director, senior management, etc. of a listed
company by the securities regulatory rules of the place where the Company’s shares
are listed with the time limit not expired;
(8) other contents stipulated in laws, administrative regulations, departmental rules or
securities regulatory rules of the place where the Company’s shares are listed.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-19 –


--- page 574 ---
In the event that any shareholder holding 5% or more of the shares of the Company,
director or senior management disposes of any shares or other equity securities held by him/her
within six months from the date of acquiring, or acquires within six months from the date of
disposing, the gains derived therefrom shall belong to the Company and be recovered by the
Board of the Company. However, the securities company holds more than 5% of the shares as
a result of the purchase of the remaining shares after the underwriting, and other circumstances
stipulated by the CSRC shall be excluded. Where the listing rules of the place where the
Company’s shares are listed contain any other provisions, such provisions shall prevail.
FINANCIAL ACCOUNTING SYSTEM
The Company formulates its financial accounting system in accordance with laws,
administrative regulations, securities regulatory rules of the place where the Company’s shares
are listed and regulations of relevant national departments.
The Company prepares annual financial accounting report within four months from the
end of each accounting year and interim financial accounting report within two months from
the end of the first six months of each accounting year.
The aforesaid financial accounting reports are prepared and published in accordance with
the relevant laws, administrative regulations, departmental rules, the Listing Rules of Hong
Kong Stock Exchange and other securities regulatory rules of the places where the Company’s
shares are listed.
Other than the statutory accounting books, the Company will not maintain separate
accounting books. The Company’s assets are not stored in accounts opened in any individual’s
name.
When the Company distributes after-tax profits for the year, it shall withdraw 10% of the
profits and include them in the Company’s statutory reserve fund. If the cumulative amount of
the Company’s statutory reserve fund is more than 50% of the Company’s registered capital,
no further withdrawals may be made.
If the Company’s statutory reserve fund is insufficient to make up for losses in previous
years, it shall first utilize the current year’s profits to make up for the losses before
withdrawing the statutory reserve fund in accordance with the provisions of the preceding
paragraph.
After the Company withdraws the statutory reserve fund from the after-tax profits, it can
also withdraw the discretionary reserve fund from the after-tax profits upon resolution of the
shareholders’ meeting.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-20 –


--- page 575 ---
The remaining after-tax profits after the Company has made up for its losses and
withdrawn the reserve fund shall be distributed according to the proportion of shares held by
shareholders, unless the Articles of Association stipulated that distribution is not based on the
proportion of shareholdings.
If the shareholders’ meeting violates the Company Law and distributes profits to
shareholders, shareholders shall return the profits distributed in violation of the regulations to
the Company. If any loss is caused to the Company, the shareholders and the responsible
directors and senior management shall be liable for compensation.
The Company’s shares held by the Company will not participate in the distribution of
profits.
The Company shall appoint one or more collection agents in Hong Kong for H share
shareholders. The collection agent shall collect and keep the dividends distributed by the
Company in respect of H shares and other amounts payable on behalf of the relevant H-share
holders, to make payments to such H-share holders. The collection agent appointed by the
Company shall comply with the requirements of laws, regulations and the securities regulatory
rules of the place where the Company’s shares are listed.
The Company’s reserve fund is used to make up for the Company’s losses, expand the
Company’s production and operations, or increase the Company’s registered capital.
When the reserve fund is used to make up for the Company’s losses, the discretionary
reserve fund and the statutory reserve fund should be utilized first; if it still fails to be made
up, the capital reserve fund may be used in accordance with regulations.
When the statutory reserve fund is converted to increase the registered capital, the
remaining reserve fund will not be less than 25% of the Company’s registered capital prior to
the conversion.
INTERNAL AUDIT
The Company implements an internal audit system, which specifies the leadership
system, duties and responsibilities, staffing, financial guarantee, use of audit results and
accountability for internal audit.
The internal audit system of the Company is implemented after approval by the Board.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-21 –


--- page 576 ---
APPOINTMENT OF ACCOUNTING FIRM
The Company engages an accounting firm that complies with the provisions of the
Securities Law to conduct accounting statement audits, net asset verification and other related
consulting services. The appointment period is one year and can be renewed.
The Company’s appointment and dismissal of an accounting firm shall be decided on the
shareholders’ meeting, and the Board may not appoint an accounting firm before a decision is
made at the shareholders’ meeting.
The Company guarantees to provide true and complete accounting vouchers, accounting
books, financial accounting reports and other accounting information to the accounting firm
engaged, and shall not refuse, conceal or make false statements.
MERGERS, DIVISIONS, CAPITAL INCREASES AND CAPITAL REDUCTIONS
Company mergers may take the form of mergers by absorption or mergers by new
establishment.
When a company absorbs other companies, it is called a merger by absorption, and the
absorbed company is dissolved. The merger of two or more companies to establish a new
company is a merger by new establishment, and the merging parties are dissolved.
Where the price to be paid for a merger does not exceed 10% of the Company’s net assets,
the merger may be effected without a resolution of the shareholders’ meeting, unless otherwise
provided in the Articles of Association. Where a merger of companies pursuant to the preceding
paragraph is not resolved by the shareholders’ meeting, it shall be resolved by the Board.
If the Company merges, the merging parties shall sign a merger agreement and prepare
a balance sheet and property list. The Company shall notify creditors within 10 days from the
date of making the merger resolution, and shall make an announcement within 30 days in
newspapers (or the National Enterprise Credit Information Disclosure System) and the Hong
Kong Stock Exchange’s HKEXnews website ( www.hkexnews.hk ) and the Company’s official
website according to securities regulatory rules of the place where the Company’s shares are
listed.
Creditors may require the Company to pay off debts or provide corresponding guarantees
within 30 days from the date of receipt of the notice, or within 45 days from the date of
announcement if no notice is received.
If the Company merges, the claims and debts of the merging parties shall be inherited by
the continuing company or the newly established company after the merger.
If the Company is divided, its property will be divided accordingly.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-22 –


--- page 577 ---
If the Company is divided, a balance sheet and property list shall be prepared. The
Company shall notify its creditors within 10 days from the date of making the division
resolution, and shall make an announcement within 30 days in newspapers (or the National
Enterprise Credit Information Disclosure System) and the Hong Kong Stock Exchange’s
HKEXnews website ( www.hkexnews.hk ) and the Company’s official website according to
securities regulatory rules of the place where the Company’s shares are listed.
The debts incurred before the Company is divided shall be jointly and severally liable by
the companies after the division. However, this shall not be the case unless otherwise agreed
upon in a written agreement between the Company and its creditors regarding debt settlement
before the division.
If the Company needs to reduce its registered capital, it must prepare a balance sheet and
property list.
The Company shall notify creditors within 10 days from the date of making the resolution
to reduce the registered capital at the shareholders’ meeting, and shall make an announcement
within 30 days in newspapers (or the National Enterprise Credit Information Disclosure
System) and the Hong Kong Stock Exchange’s HKEXnews website ( www.hkexnews.hk ) and
the Company’s official website according to securities regulatory rules of the place where the
Company’s shares are listed. Creditors have the right to require the Company to pay off debts
or provide corresponding guarantees within 30 days from the date of receipt of the notice, or
within 45 days from the date of announcement if no notice is received.
If the Company reduces its registered capital, it shall reduce its capital contribution or
shares in proportion to the shares held by its shareholders, unless otherwise provided by law
or the Articles of Association.
If the Company still has losses after making up for its losses in accordance with the
provisions of paragraph 2 of Article 148 of the Articles of Association, it may reduce its
registered capital to make up for the losses. If the registered capital is reduced to make up for
losses, the Company shall not distribute to shareholders, nor may it exempt shareholders from
their obligation to pay capital contributions or share payments. If the registered capital is
reduced in accordance with the provisions of the preceding paragraph, the provisions of
paragraph 2 of Article 173 of the Articles of Association shall not apply, but the announcement
of reduction shall be made in the Hong Kong Stock Exchange’s HKEXnews website
(www.hkexnews.hk ) according to securities regulatory rules of the place where the
Company’s shares are listed, and in newspapers (or the National Enterprise Credit Information
Disclosure System) within 30 days from the date when the shareholders’ meeting makes a
resolution to reduce the registered capital. After the Company reduces its registered capital in
accordance with the provisions of the preceding two paragraphs, it shall not distribute profits
until the cumulative amount of the statutory reserve fund and discretionary reserve fund
reaches 50% of the Company’s registered capital.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-23 –


--- page 578 ---
If the Company is merged or divided and the registered items are changed, the registration
of the change shall be carried out with the Company registration authority in accordance with
the law; if the Company is dissolved, the registration of the cancellation of the Company shall
be carried out in accordance with the law; if a new company is established, the registration of
the establishment of such company shall be carried out in accordance with the law.
If the Company increases or decreases its registered capital, it shall apply for a
registration of the change with the Company registration authority in accordance with the law.
DISSOLUTION AND LIQUIDATION
The Company will be dissolved for the following reasons:
(1) the business period stipulated in the Articles of Association expires or other reasons
for dissolution stipulated in the Articles of Association occur;
(2) the shareholders’ meeting makes a resolution to dissolve;
(3) dissolution is required due to company merger or division;
(4) the business license has been revoked, ordered to close, or revoked in accordance
with the law;
(5) if the Company encounters serious difficulties in its operation and management, and
its continued existence will cause heavy losses to the interests of shareholders, and
cannot be solved through other means, shareholders holding more than 10% of the
voting rights of all shareholders of the Company may request the People’s Court to
dissolve the Company.
If the Company encounters the above-mentioned reasons for dissolution, it shall publicize
the reasons for dissolution through the National Enterprise Credit Information Publicity
System within ten days.
The liquidation team shall exercise the following functions and powers during the
liquidation period:
(1) clean up the Company’s properties and prepare a balance sheet and property list
respectively;
(2) notify and announce creditors;
(3) handle the Company’s uncompleted businesses related to liquidation;
(4) pay the taxes owed and the taxes incurred during the liquidation process;
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-24 –


--- page 579 ---
(5) clear claims and debts;
(6) distribute the Company’s remaining property after paying off its debts;
(7) participate in civil litigation activities on behalf of the Company.
The liquidation team shall notify creditors within 10 days from the date of establishment,
and shall publish an announcement within 60 days in newspapers (or the National Enterprise
Credit Information Publicity System) and the Hong Kong Stock Exchange’s HKExnews
website ( www.hkexnews.hk ) according to the securities regulatory rules in the place where the
Company’s shares are listed. Creditors shall declare their claims to the liquidation team within
30 days from the date of receipt of the notice, or within 45 days from the date of announcement
if the notice is not received.
When a creditor declares claims, he or she shall explain the relevant matters of the claims
and provide supporting materials. The liquidation team shall register the claims.
During the period of reporting claims, the liquidation team shall not make settlements
with creditors.
After cleaning up the Company’s assets and preparing a balance sheet and property list,
the liquidation team shall formulate a liquidation plan and submit it to the
shareholders’ meeting or the People’s Court for confirmation.
The Company’s property is the remaining property after paying liquidation expenses,
employees’ wages, social insurance fees and statutory compensation, paying taxes owed, and
settling the Company’s debts respectively, and the Company distributes the remaining property
according to the proportion of shares held by shareholders.
During the liquidation period, the Company continues to exist, but it cannot carry out
business activities unrelated to the liquidation. The Company’s property will not be distributed
to shareholders before it is settled in accordance with the provisions of the preceding
paragraph.
After clearing the Company’s property and preparing a balance sheet and property list, if
the liquidation team finds that the Company’s property is insufficient to pay off its debts, it
shall apply to the People’s Court for liquidation of bankruptcy in accordance with the law.
After the People’s Court accepts the bankruptcy application, the liquidation team shall
transfer the liquidation matters to the bankruptcy administrator designated by the
People’s Court.
After the Company’s liquidation is completed, the liquidation team shall prepare a
liquidation report, submit it to the shareholders’ meeting or the People’s Court for
confirmation, and submit it to the Company registration authority to apply for cancellation of
the Company registration.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-25 –


--- page 580 ---
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Under any of the following circumstances, the Company shall amend the Articles of
Association:
(1) after the Company Law or relevant laws, administrative regulations, or securities
regulatory rules of the place where the Company’s shares are listed are revised, the
matters stipulated in the Articles of Association contradict with the provisions of the
revised laws, administrative regulations, or securities regulatory rules of the place
where the Company’s shares are listed;
(2) the Company’s situation changes and is inconsistent with the matters recorded in the
Articles of Association;
(3) the shareholders’ meeting makes a resolution to amend the Articles of Association.
If the amendments to the Articles of Association passed by the resolution of the
shareholders’ meeting should be reviewed and approved by the competent authority, they must
be reported to the competent authority for approval; if such amendments involve Company
registration matters, the registration of the amendments shall be handled in accordance with the
law.
The Board amends the Articles of Association in accordance with the resolution of the
shareholders’ meeting to amend the Articles of Association and the approval of the relevant
competent authorities.
Amendments to the Articles of Association are the information required to be disclosed
in accordance with the provisions of the laws, regulations or the securities regulatory rules of
the place where the Company’s shares are listed, and shall be announced as required.
APPENDIX V SUMMARY OF THE ARTICLES OF ASSOCIATION
– V-26 –


--- page 581 ---
A. FURTHER INFORMATION ABOUT OUR GROUP
1. Incorporation
Our Company was established as a limited liability company in the PRC on December 12,
2019 and was converted into a joint stock limited company on March 17, 2025 under the laws
of the PRC. As of the Latest Practicable Date, the share capital of the Company was
RMB200,000,000. Immediately upon Listing (assuming the Offer Size Adjustment Option and
the Over-allotment Option are not exercised), our Company will have (i) 1,920,449 Domestic
Unlisted Shares, representing approximately 0.90% of our total issued Shares upon Listing; and
(ii) 212,180,651 H Shares, representing approximately 99.10% of our total issued Shares upon
Listing.
Our principal place of business in Hong Kong is at 31/F, Tower Two, Times Square,
1 Matheson Street, Causeway Bay, Hong Kong. Our Company was registered as a non-Hong
Kong company under Part 16 of the Companies Ordinance on March 26, 2025. Ms. Y e Jiahong
has been appointed as the authorized representative of our Company for the acceptance of
service of process in Hong Kong. The address for service of process is 31/F, Tower Two, Times
Square, 1 Matheson Street, Causeway Bay, Hong Kong.
As our Company was incorporated in the PRC, its operations 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 the Articles of Association is set out in “Regulatory Overview” in this
prospectus and Appendix IV to this prospectus, respectively.
2. Changes in Share Capital
On December 12, 2019, our Company was established as a limited liability company
under the laws of the PRC, with an initial share capital of RMB10 million.
The following sets out the changes in the share capital of our Company within two years
immediately preceding the date of this prospectus:
On November 10, 2023, the registered capital of our Company was increased from
RMB12,835,313 to RMB22,202,647.
On December 19, 2023, the registered capital of our Company was increased from
RMB22,202,647 to RMB24,656,623.
On March 25, 2024, the registered capital of our Company was increased from
RMB24,656,623 to RMB24,716,378.
On March 17, 2025, our Company was converted from a limited liability company into
a joint stock limited company, and the share capital of our Company was increased to
RMB40,000,000.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-1 –


--- page 582 ---
On April 10, 2025, the registered capital of our Company was increased from
RMB40,000,000 to RMB42,105,262.
On April 10, 2025, the registered capital of the Company increased from RMB42,105,262
to RMB200,000,000 by way of capitalization of the capital reserve of the Company. See
“History, Development and Corporate Structure” for details.
Save as disclosed above, the share capital of our Company did not change during the two
years immediately preceding the date of this prospectus.
3. Changes in Share Capital of our Subsidiaries
A summary of the corporate information and the particulars of our subsidiaries are set out
in Note 1 to the Accountants’ Report as set out in Appendix I to this Prospectus.
The following subsidiaries have been incorporated within two years immediately
preceding the date of this prospectus:
On May 19, 2023, Xiamen Super Ming was established in Fujian Province, the PRC with
the registered capital of RMB50.05 million.
On August 4, 2023, Guangdong Busy Snacks was established in Guangdong Province, the
PRC with the registered capital of RMB5 million.
On August 11, 2023, Hubei Busy for Y ou was established in Hubei Province, the PRC
with the registered capital of RMB5 million.
On August 17, 2023, Chengdu Qimang was established in Sichuan Province, the PRC with
the registered capital of RMB1 million.
On September 27, 2023, Chongqing Super Ming was established in Chongqing, the PRC
with the registered capital of RMB2 million.
On October 7, 2023, Sichuan Busy for Y ou was established in Sichuan Province, the PRC
with the registered capital of RMB5 million.
On November 2, 2023, Zhengzhou Super Ming was established in Henan Province, the
PRC with the registered capital of RMB1 million.
On April 22, 2024, Changsha Mingmang was established in Hunan Province, the PRC
with the registered capital of RMB1 million.
On July 23, 2024, Changsha Chaomang was established in Hunan Province, the PRC with
the registered capital of RMB1 million.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-2 –


--- page 583 ---
On August 21, 2024, Y ueyang Y uemang was established in Hunan Province, the PRC with
the registered capital of RMB1 million.
On August 23, 2024, Shanghai Mingmang was established in Shanghai, the PRC with the
registered capital of RMB1 million.
On September 11, 2024, Nanchang Mingmang was established in Jiangxin Province, the
PRC with the registered capital of RMB1 million.
On September 30, 2024, Changsha Shengmang was established in Hunan Province, the
PRC with the registered capital of RMB1 million.
On December 2, 2024, Hengqinyuyan Supply Chain was established in Guangdong
Province, the PRC with the registered capital of RMB5 million.
On December 18, 2024, Shanghai Xinyang was established in Shanghai, the PRC with the
registered capital of RMB200 million.
On December 30, 2024, Hunan Busy Ming Cultural was established in Hunan Province,
the PRC with the registered capital of RMB2 million.
On February 28, 2025, Yichun Mingmang was established in Jiangxi Province, the PRC
with the registered capital of RMB1 million.
On March 25, 2025, HK Mingmang was established in Hong Kong with the share capital
of HK$10,000.
On March 31, 2025, Y uemang Supply Chain was established in Hunan Province, the PRC
with the registered capital of RMB1 million.
On July 11, 2025, Changsha Xiaomang was established in Hunan Province, the PRC with
the registered capital of RMB1 million.
On September 8, 2025, Changsha Fun Snacks was established in Hunan Province, the
PRC with the registered capital of RMB1 million.
On December 26, 2025, Hangzhou Mingmang was established in Zhejiang Province, the
PRC with the registered capital of RMB1 million.
Save as disclosed above, there has been no changes in the share capital of our Subsidiaries
during the two years immediately preceding the date of this Prospectus.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-3 –


--- page 584 ---
4. Resolutions of our Shareholders
On April 27, 2025, resolutions of our Company were passed by the Shareholders that,
among other things, conditional upon the satisfaction (or, if applicable, waiver) of the
conditions set out in “Structure of the Global Offering — Conditions of the Global Offering”
and pursuant to the terms set out therein:
(a) the issue by the Company of H Shares with a nominal value of RMB1.00 each and
such H Shares be listed on the Hong Kong Stock Exchange;
(b) the number of H shares to be issued shall be no more than 66,666,600, representing
approximately 25% of the total issued share capital of our Company as enlarged by
the Global Offering, and granting the Underwriters the Over-allotment Option of no
more than 15% of the number of H Shares issued pursuant to the Global Offering;
(c) authorization of the Board or its authorized individual to handle all matters relating
to, among other things, the Global Offering, the issue and the listing of H Shares on
the Hong Kong Stock Exchange; and
(d) 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.
B. FURTHER INFORMATION ABOUT OUR BUSINESS
1. Summary of Material Contracts
We have entered into the following contracts (not being contracts entered into in the
ordinary course of business) within the two years immediately preceding the date of this
prospectus that are material:
(a) the investment agreement dated March 21, 2024 entered into among Hunan Busy for
Y ou Commercial Chain Co., Ltd. (ʮ̡) (currently
known as Busy Ming Group Co., Ltd. (ʮ̡), the
“Company ”), Changsha Busy Snacks Food Co., Ltd. (ʮ̡)
(“Changsha Busy Snacks ”), Yichun Super Ming Food Technology Co., Ltd. (݆֝
ʮ̡)( “Super Ming Food Technology ”), Mr. Y an Zhou (մ)
(“Mr. Y an”), Mr. Liu Wei ( ᄎᙯ), Mr. Li Wei ( ҽၪ), Mr. Zhu Lang ( ϡई), Mr. Zhao
Ding (֛“() Mr. Zhao ”), Mr. Wang Ping’an ( ˮ̻τ), Yichun Bird Nest
Advertising Information Culture Communication Co., Ltd. (˖ʷ
ʮ̡) (currently known as Shanghai Bird Nest Advertising Culture
Communication Co., Ltd. (ʮ̡)( “ Shanghai Bird
Nest ”)), Yichun Anyicheng Trading Co., Ltd. (ʮ̡) (currently
known as Shanghai Anyicheng Trading Co., Ltd. (ʮ̡)
(“Shanghai Anyicheng ”)), Yichun Yikouniao Management Partnership (Limited
Partnership) (ɓɹ௢၍ଣΥྫΆุ(Υྫ)) (“ Yichun Yikouniao ”),
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-4 –


--- page 585 ---
Changsha Xunmang Enterprise Management Partnership (Limited Partnership) (ڗ
ӍԘώΆุ၍ଣΥྫΆุ(Υྫ)) (“ Changsha Xunmang ”), Changsha
Jianmang Enterprise Management Partnership (Limited Partnership) (ӍᔊώΆุ
၍ଣΥྫΆุ(Υྫ)) (“ Changsha Jianmang ”), Changsha Lingmang
Enterprise Management Partnership (Limited Partnership) (ӍཧώΆุ၍ଣΥྫ
Άุ(Υྫ)) (“ Changsha Lingmang ”), Changsha Zhongmang Enterprise
Management Partnership (Limited Partnership) (Ӎ଺ώΆุ၍ଣΥྫΆุ(ࠢ
Υྫ)) (“ Changsha Zhongmang ”), Xiamen Black Ant No. 3 Equity Investment
Partnership (Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)
(“Xiamen Black Ant ”) and Discounter Seed HK Investment Limited (“ Discounter
Seed HK ”), pursuant to which (i) Xiamen Black Ant and Discounter Seed HK
subscribed for an increased registered capital of RMB44,930 and RMB14,825 of the
Company at a consideration of RMB19,224,554 and RMB6,343,154 (in equivalent
U.S. dollars), respectively; and (ii) Xiamen Black Ant subscribed for RMB55,619
and Discounter Seed HK subscribed for RMB18,351 from Shanghai Anyicheng at a
consideration of RMB23,797,905 and RMB7,852,062 (in equivalent U.S. dollars),
respectively;
(b) the shareholders agreement dated March 21, 2024 entered into among the Company,
Changsha Busy Snacks, Super Ming Food Technology, Mr. Y an, Mr. Liu Wei, Mr. Li
Wei, Mr. Zhu Lang, Mr. Zhao, Mr. Wang Ping’an, Ms. Gao Caifang (ٹڕ,)
Ms. Chen Y anfang ( ௓ᜮ˙), Shanghai Bird Nest, Shanghai Anyicheng, Yichun
Yikouniao, Changsha Xunmang, Changsha Jianmang, Changsha Lingmang,
Changsha Zhongmang, Xiamen Black Ant, BA HM Hong Kong Limited (“ BA
HM”), Xiamen Hei Yi No. 3 Overseas Connection V enture Capital Partnership
(Limited Partnership) (ලඅɧ໮ྤ̮ஹટ௴ุҳ༟ΥྫΆุ(Υྫ))
(“Xiamen Hei Yi ”), Shenzhen HongShan Hanchen Equity Investment Partnership
(Limited Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)) (“ HongShan
Hanchen ”), Xiamen HongShan Y aheng Equity Investment Partnership (Limited
Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)) (“ HongShan Y aheng ”),
Gaorong LKZN Holding Limited (“ Gaorong LKZN ”), Discounter Seed HK,
Changsha Shizaimang Enterprise Management Partnership (Limited Partnership)
(ίώΆุ၍ଣΥྫΆุ(Υྫ)) (“ Changsha Shizaimang ”), 5Y Growth
Holding I HK Limited (“ 5Y”), Shanghai Yihai Enterprise Management Consulting
Partnership (Limited Partnership) ( ɪऎᑈුΆุ၍ଣፔ༔ΥྫΆุ(Υྫ))
(“Shanghai Yihai ”), Haoxiangni Health Food Co., Ltd. (ࠢ
ʮ̡
)( “ Haoxiangni Health Food ”), Henan Haoxiangni Y ouran Technology Co.,
Ltd. (ʮ̡)( “ Haoxiangni Y ouran ”), Jiandan Qiaochu
Health Food Co., Ltd. (ʮ̡)( “ Jiandan Qiaochu ”) and
Hunan Y anker Shop Holding Co., Ltd. (ʮ̡)( “ Y anker
Shop ”) regarding the shareholders’ rights in our Company;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-5 –


--- page 586 ---
(c) a cornerstone investment agreement dated January 16, 2026 entered into among our
Company, Huang River Investment Limited, Goldman Sachs (Asia) L.L.C. and
Huatai Financial Holdings (Hong Kong) Limited, with respect to a subscription of
the aggregate amount of the Hong Kong dollar equivalent of US dollar 45,000,000;
(d) a cornerstone investment agreement dated January 16, 2026 entered into among our
Company, Taibai Investments Pte. Ltd., Goldman Sachs (Asia) L.L.C. and Huatai
Financial Holdings (Hong Kong) Limited, with respect to a subscription of the
aggregate amount of the Hong Kong dollar equivalent of US dollar 45,000,000;
(e) a cornerstone investment agreement dated January 16, 2026 entered into among our
Company, National Pension Service, Republic of Korea, Government Employees
Pension Fund, BLACKROCK STRA TEGIC FUNDS – BlackRock Systematic Asia
Pacific Equity Absolute Return Fund, Pan Asia Opportunities Master Fund Ltd.,
IBERCAJA EMERGENTES, FI, BlackRock Global Funds – China Fund, The 32
Capital Master Fund SPC Ltd., Global Alpha Opportunities Master Fund Ltd., Baldr
Bayes Fund Inc., BlackRock Systematic Total Alpha Master Fund Ltd., Emerging
Markets Alpha Master Fund Ltd., BlackRock Global Equity Market Neutral Fund of
BlackRock Funds, SAE Liquidity Fund LP , EMN BNH Fund, LP , Goldman Sachs
(Asia) L.L.C. and Huatai Financial Holdings (Hong Kong) Limited, with respect to
a subscription of the aggregate amount of the Hong Kong dollar equivalent of US
dollar 35,000,000;
(f) a cornerstone investment agreement dated January 16, 2026 entered into among our
Company, FIL INVESTMENT MANAGEMENT (HONG KONG) LIMITED ( బ༺
ږ(ಥ)ʮ̡), Goldman Sachs (Asia) L.L.C. and Huatai Financial Holdings
(Hong Kong) Limited, with respect to a subscription of the aggregate amount of the
Hong Kong dollar equivalent of US dollar 30,000,000;
(g) a cornerstone investment agreement dated January 16, 2026 entered into among our
Company, Bosera Asset Management (International) Co., Limited, Goldman Sachs
(Asia) L.L.C. and Huatai Financial Holdings (Hong Kong) Limited, with respect to
a subscription of the aggregate amount of the Hong Kong dollar equivalent of US
dollar 10,000,000;
(h) a cornerstone investment agreement dated January 16, 2026 entered into among our
Company, E Fund Management Co., Ltd., Goldman Sachs (Asia) L.L.C. and Huatai
Financial Holdings (Hong Kong) Limited, with respect to a subscription of the
aggregate amount of the Hong Kong dollar equivalent of US dollar 9,240,000;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-6 –


--- page 587 ---
(i) a cornerstone investment agreement dated January 16, 2026 entered into among our
Company, E Fund Management (Hong Kong) Co., Ltd., Goldman Sachs (Asia)
L.L.C. and Huatai Financial Holdings (Hong Kong) Limited, with respect to a
subscription of the aggregate amount of the Hong Kong dollar equivalent of US
dollar 760,000;
(j) a cornerstone investment agreement dated January 16, 2026 entered into among our
Company, SPRINGS CAPITAL (HONG KONG) LIMITED, Goldman Sachs (Asia)
L.L.C. and Huatai Financial Holdings (Hong Kong) Limited, with respect to a
subscription of the aggregate amount of the Hong Kong dollar equivalent of US
dollar 10,000,000;
(k) a cornerstone investment agreement dated January 16, 2026 entered into among our
Company, TAIKANG LIFE INSURANCE CO., LTD, Goldman Sachs (Asia) L.L.C.
and Huatai Financial Holdings (Hong Kong) Limited, with respect to a subscription
of the aggregate amount of the Hong Kong dollar equivalent of US dollar
10,000,000; and
(l) the Hong Kong Underwriting Agreement.
2. Intellectual Property Rights
Trademarks
As of the Latest Practicable Date, we had registered the following trademarks which
we consider to be material to our business:
No. Trademark
Place of
Registration Registered Owner Class
Expiry Date
(yyyy.mm.dd)
1. /H1118/H1118/H1118
 PRC Our Company 35 2030.08.06
2. /H1118/H1118/H1118
 PRC Our Company 29 2030.08.13
3. /H1118/H1118/H1118
 PRC Our Company 35 2031.02.20
4. /H1118/H1118/H1118
 PRC Our Company 32 2034.04.13
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-7 –


--- page 588 ---
No. Trademark
Place of
Registration Registered Owner Class
Expiry Date
(yyyy.mm.dd)
5. /H1118/H1118/H1118
 PRC Our Company 35 2034.05.27
6. /H1118/H1118/H1118
 PRC Our Company 42 2034.03.06
7. /H1118/H1118/H1118
 PRC Our Company 28 2033.11.20
8. /H1118/H1118/H1118
 PRC Our Company 25 2033.10.06
9. /H1118/H1118/H1118
 PRC Our Company 35 2033.06.27
10. /H1118/H1118
 PRC Our Company 35 2032.11.06
11. /H1118/H1118
 PRC Our Company 35 2032.04.13
12. /H1118/H1118
 PRC Our Company 29 2032.04.13
13. /H1118/H1118
 PRC Our Company 29 2031.08.27
14. /H1118/H1118
 PRC Our Company 29 2030.08.06
15. /H1118/H1118
 PRC Our Company 22 2030.09.13
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-8 –


--- page 589 ---
No. Trademark
Place of
Registration Registered Owner Class
Expiry Date
(yyyy.mm.dd)
16. /H1118/H1118
 PRC Our Company 35 2029.04.13
17. /H1118/H1118
 PRC Our Company 35 2028.02.13
18. /H1118/H1118
 PRC Our Company 29 2033.03.27
19. /H1118/H1118
 PRC Our Company 35 2034.12.20
20. /H1118/H1118
 PRC Super Ming Trading 31 2034.06.06
21. /H1118/H1118
 PRC Super Ming Trading 31 2034.06.06
22. /H1118/H1118
 PRC Super Ming Trading 5 2034.03.27
23. /H1118/H1118
 PRC Super Ming Trading 18 2032.11.13
24. /H1118/H1118
 PRC Super Ming Trading 33 2032.10.06
25. /H1118/H1118
 PRC Super Ming Trading 33 2032.10.06
26. /H1118/H1118
 PRC Super Ming Trading 5 2033.05.20
27. /H1118/H1118
 PRC Super Ming Trading 29 2029.07.20
28. /H1118/H1118/H1118
 PRC Super Ming Trading 35 2028.02.20
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-9 –


--- page 590 ---
Copyrights
As at the Latest Practicable Date, we had registered the following copyright which
we consider to be material to our business:
No. Copyright
Place of
Application
Registered
Owner
Registration Date
(yyyy.mm.dd)
1. /H1118/H1118/H1118࠮,֝کܘPRC Our Company 2023.08.14
2. /H1118/H1118/H1118ώ PRC Our Company 2023.08.14
3. /H1118/H1118/H1118೐ PRC Our Company 2023.01.31
4. /H1118/H1118/H1118BUSY FOR YOU PRC Our Company 2023.01.18
5. /H1118/H1118/H1118ʔ൮λΦॆඎன PRC Our Company 2023.01.18
6. /H1118/H1118/H1118يPRC Our Company 2023.01.18
7. /H1118/H1118/H1118يPRC Our Company 2023.01.18
As at the Latest Practicable Date, we had registered the following software
copyright which we consider to be material to our business:
No. Copyright
Place of
Application
Registered
Owner
Registration Date
(yyyy.mm.dd)
1. /H1118/H1118/H1118/H1118/H1118Snacks Busy Display Management
System (ώ௓ΐ၍ଣӻ୕)
PRC Our Company 2023.04.13
2. /H1118/H1118/H1118/H1118/H1118Snacks Busy Store Inspection
Management System
(၍ଣӻ୕)
PRC Our Company 2023.04.13
3. /H1118/H1118/H1118/H1118/H1118Snacks Busy Task Management
System (ώ΂ਕ၍ଣӻ୕)
PRC Our Company 2023.04.13
4. /H1118/H1118/H1118/H1118/H1118Snacks Busy New Store Project
Management System
(ධͦ၍ଣӻ୕)
PRC Our Company 2023.04.13
5. /H1118/H1118/H1118/H1118/H1118Snacks Busy Franchisee Management
System (ώ̋ຑਠ၍ଣӻ୕)
PRC Our Company 2023.04.13
6. /H1118/H1118/H1118/H1118/H1118Staff Training Management System
(੃৅၍ଣӻ୕)
PRC Our Company 2023.11.02
7. /H1118/H1118/H1118/H1118/H1118Engineering Planning System
(ʈ೻஝ྌӻ୕)
PRC Our Company 2023.10.31
8. /H1118/H1118/H1118/H1118/H1118New Store Launch System
(කุӻ୕)
PRC Our Company 2023.11.02
9. /H1118/H1118/H1118/H1118/H1118Mingming Busy Task Center Platform
(ώ΂ਕʕː̨̻)
PRC Our Company 2024.11.07
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-10 –


--- page 591 ---
No. Copyright
Place of
Application
Registered
Owner
Registration Date
(yyyy.mm.dd)
10. /H1118/H1118/H1118/H1118Mingming Busy Store After-sales
Management System (ֳژ
၍ଣӻ୕)
PRC Our Company 2024.11.06
11. /H1118/H1118/H1118/H1118/H1118Mingming Busy Expiry Alert System
(ώᑗಂཫᙆӻ୕)
PRC Our Company 2024.11.06
Domain Name
As of the Latest Practicable Date, we had registered the following internet domain
names which we consider to be or may be material to our business:
No. Domain Name Registered Owner
Expiry Date
(yyyy.mm.dd)
1. /H1118/H1118/H1118ώ.ʕ਷ Our Company 2026.03.30
2. /H1118/H1118/H1118ώ.com Our Company 2026.03.30
3. /H1118/H1118/H1118hnlshm.com Our Company 2026.03.30
4. /H1118/H1118/H1118busyming.com Our Company 2026.06.07
5. /H1118/H1118/H1118zymls.com Super Ming Trading 2028.08.23
C. FURTHER INFORMATION ABOUT OUR DIRECTORS AND SUBSTANTIAL
SHAREHOLDERS
1. Particulars of Directors’ service contracts
We have entered into a contract with each of our Directors in respect of, among other
things, compliance with the relevant laws and regulations, the Articles of Association and
applicable provisions on arbitration.
Save as disclosed above, we have not entered, and do not propose to enter, into any
service contracts with any of our Directors in their respective capacities as Directors (other
than contracts expiring or determinable by the employer within one year without any payment
of compensation (other than statutory compensation)).
2. Remuneration of Our Directors
Save as disclosed in “Directors and Senior Management” and “Appendix I —
Accountants’ Report — Notes to The Historical Financial Information — Directors’ and Chief
Executives’ emoluments” for the three years ended December 31, 2024 and nine months ended
September 30, 2025, none of our Directors received other remunerations of benefits in kind
from us.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-11 –


--- page 592 ---
3. Disclosure of Interests of Directors and Chief Executive of our Company
Save as disclosed below, immediately following the completion of the Global Offering
(assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised), so far as our Directors are aware, none of our Directors or chief executive has any
interests or short positions in our Shares, underlying Shares and debentures of our Company
or its associated corporations (within the meaning of Part XV of the SFO) which will have to
be notified to our Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV
of the SFO (including interests and short positions which he or she is taken or deemed to have
under such provisions of the SFO) or which will be required, pursuant to Section 352 of the
SFO, to be recorded in the register referred to therein, or which will be required to be notified
to our Company and the Stock Exchange pursuant to the Model Code for Securities
Transactions by Directors of Listed Companies contained in the Listing Rules.
Interests in our Company
Name Position Nature of interest (1)
Number of
Domestic
Unlisted
Shares/
H Shares
held following
completion of
the Global
Offering
Approximate
percentage of
shareholding
in Domestic
Unlisted
Shares/
H Shares
immediately
after the
Global
Offering (2)
Approximate
percentage of
shareholding
in the total
issued Shares
immediately
after the
Global
Offering (2)
Mr. Y an(3)(4) /H1118/H1118/H1118/H1118Executive
Director
Beneficial interest 51,504,319
H Shares
24.27% 24.06%
Interests in controlled
corporation
26,394,060
H Shares
12.44% 12.33%
384,361
Domestic
Unlisted
Shares
20.01% 0.18%
Interests held jointly
with other person
45,378,489
H Shares
21.39% 21.19%
Mr. Zhao (3)(5) /H1118/H1118/H1118Executive
Director
Interests in controlled
corporation
45,378,489
H Shares
21.39% 21.19%
Interests held jointly
with other person
77,898,379
H Shares
36.71% 36.38%
384,361
Domestic
Unlisted
Shares
20.01% 0.18%
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-12 –


--- page 593 ---
Name Position Nature of interest (1)
Number of
Domestic
Unlisted
Shares/
H Shares
held following
completion of
the Global
Offering
Approximate
percentage of
shareholding
in Domestic
Unlisted
Shares/
H Shares
immediately
after the
Global
Offering (2)
Approximate
percentage of
shareholding
in the total
issued Shares
immediately
after the
Global
Offering (2)
Mr. Wang
Y utong(6) /H1118/H1118/H1118/H1118/H1118
Executive
Director
Interests in controlled
corporation
384,361
Domestic
Unlisted
Shares
20.01% 0.18%
Beneficial interest 1,536,088
Domestic
Unlisted
Shares
79.99% 0.72%
Mr. Wang
Ping’an(7) /H1118/H1118/H1118/H1118
Executive
Director
Interests in controlled
corporation
4,740,096
H Shares
2.23% 2.21%
Mr. Li Wei /H1118/H1118/H1118/H1118/H1118Executive
Director
Beneficial interest 6,455,931
H Shares
3.04% 3.02%
Notes:
(1) All interests stated are long position.
(2) The calculation is based on the total number of 1,920,449 Domestic Unlisted Shares in issue, 198,079,551 H
Shares to be converted from Domestic Unlisted Shares in issue and 14,101,100 H Shares to be issued pursuant
to the Global Offering (assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised).
(3) Mr. Y an and Mr. Zhao have been acting in concert with respect to the exercising of voting rights in the general
meeting of our Company since the Super Ming Acquisition in November 2023. As such, Mr. Y an and Mr. Zhao
are deemed to be jointly interested in the Shares of the Company their controlled entities, namely Changsha
Xunmang, Changsha Jianmang, Changsha Lingmang, Changsha Zhongmang, Changsha Shizaimang, Shanghai
Bird Nest and Yichun Yikouniao under the SFO.
(4) Mr. Y an is the general partner of Changsha Zhongmang, Changsha Xunmang, Changsha Shizaimang, Changsha
Jianmang, Changsha Lingmang and Yichun Yikouniao. As such, Mr. Y an is deemed to be interested in the
Shares of the Company held by each of Changsha Zhongmang, Changsha Xunmang, Changsha Shizaimang,
Changsha Jianmang, Changsha Lingmang and Yichun Yikouniao under the SFO.
(5) As of the Latest Practicable Date, Mr. Zhao is interested in approximately 65.37% equity interests in Shanghai
Bird Nest. As such, Mr. Zhao is deemed to be interested in the Shares of the Company held by Shanghai Bird
Nest under the SFO.
(6) As of the Latest Practicable Date, Mr. Wang Y utong is interested in more than 30% the partnership interests
in Changsha Shizaimang. As such, Mr. Wang Y utong is deemed to be interested in the Shares of the Company
held by Changsha Shizaimang under the SFO.
(7) As of the Latest Practicable Date, Mr. Wang Ping’an is interested in approximately 51% of the shareholding
interests in Shanghai Anyicheng. As such, Mr. Wang Ping’an is deemed to be interested in the Shares of the
Company held by Shanghai Anyicheng under the SFO.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-13 –


--- page 594 ---
Save as disclosed above, none of the Directors or the chief executive of the Company
will, immediately following completion of the Global Offering, has any interests and/or short
positions in the Shares, underlying Shares and debentures of our Company’s associated
corporations (within the meaning of Part XV of the SFO), which will have to be notified to our
Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO
(including interests and short positions which he/she is taken or deemed to have under such
provisions of the SFO), or which will be required, pursuant to section 352 of the SFO, to be
recorded in the register referred to therein, or which will be required to be notified to our
Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by
Directors of Listed Companies contained in the Listing Rules.
4. Disclosure of Interests of Substantial Shareholders
(a) Interests in our Company
For information on the persons who will, immediately following the completion of
the Global Offering, having or be deemed or taken to have beneficial interests or short
position in our Shares or underlying shares which would fall to be disclosed to our
Company under the provisions of 2 and 3 of Part XV of the SFO, or directly or indirectly
be interested in 10% or more of the nominal value of any class of share capital carrying
rights to vote in all circumstances at general meetings of any other member of our Group,
see the section headed “Substantial Shareholders.”
(b) Interests of substantial shareholders of other members of our Group
As of the Latest Practicable Date, our Directors are not aware of any persons (other
than our Directors or chief executive) will, immediately following the completion 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 other member of our Group.
5. Disclaimers
Save as disclosed in this prospectus:
(a) none of our Directors or any of the parties listed in “— E. Other Information — 5.
Consents and Qualification of Experts” below is:
(i) interested in our promotion, or in any assets which, within the two years
immediately preceding the date of this prospectus, have 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;
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-14 –


--- page 595 ---
(ii) materially interested in any contract 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 “— E. Other
Information — 5. Qualification of Experts” below:
(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;
(c) none of the Directors or the experts named in the paragraph headed “Other
Information — Consents of Experts” in this section has any direct or indirect interest
in the promotion of, or in any assets which have been, within the two years
immediately preceding the date of this prospectus, acquired or disposed of by or
leased to any member of our Group, or are proposed to be acquired or disposed of
by or leased to any member of our Group; and
(d) none of our Directors or their close 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 top five customers or suppliers.
D. OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to fall
on our Company or any of our subsidiaries.
2. Litigation
Save as disclosed in this Prospectus and so far as our Directors are aware, no litigation
or claim of material importance is pending or threatened against any member of our Group.
3. Joint Sponsors
The Joint Sponsors have made an application on our behalf to the Listing Committee 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.
Each of the Joint Sponsors satisfy the independence criteria applicable to sponsors as set
out in Rule 3A.07 of the Listing Rules.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-15 –


--- page 596 ---
Pursuant to the engagement letter entered into between the Company and the Joint
Sponsors, we have agreed to pay each of the Joint Sponsors a fee of US$350,000 to act as the
sponsors of our Company in connection with the proposed Listing on the Hong Kong Stock
Exchange.
4. Preliminary Expenses
Our Company did not incur any material preliminary expenses.
5. Consents and Qualification of Experts
The following experts have each given and have not withdrawn their respective written
consents to the issue of this Prospectus with copies of their reports, letters, opinions or
summaries of opinions (as the case may be) and the references to their names included herein
in the form and context in which they are respectively included.
Name Qualification
Goldman Sachs (Asia) L.L.C. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118A licensed corporation under the SFO for
type 1 (dealing in securities), type 4
(advising on securities), type 5 (advising on
futures contracts), type 6 (advising on
corporate finance) and type 9 (asset
management) of the regulated activities
under the SFO
Huatai Financial Holdings (Hong Kong)
Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
A licensed corporation under the SFO for
type 1 (dealing in securities), type 2 (dealing
in futures contracts), type 3 (leveraged
foreign exchange trading), type 4 (advising
on securities), type 6 (advising on corporate
finance), type 7 (providing automated trading
services) and type 9 (asset management) of
the regulated activities under the SFO
Ernst & Y oung /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants Registered
Public Interest Entity Auditor
CM Law Firm /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal Adviser to our Company as to PRC
laws
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-16 –


--- page 597 ---
Name Qualification
Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Industry consultant
Hunan Xinghao Construction Co., Ltd. /H1118Fire Safety Consultant
Save as disclosed in this Prospectus, as of the Latest Practicable Date, none of the experts
named above has any shareholding interest in our Company or any of our subsidiaries or the
right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe
for securities in any member of our Group.
6. Promoter
The promoters of our Company comprised all of the 25 then shareholders of our Company
as at February 19, 2025 before our conversion into a joint stock limited liability company. Save
as disclosed in this prospectus, within the two years immediately preceding the date of this
prospectus, no cash, securities or benefit has been paid, allotted or given, or is proposed to be
paid, allotted or given to the promoters named above in connection with the Global Offering
or the related transactions described in this prospectus.
7. 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 Ordinance so far as applicable.
8. Bilingual Prospectus
The English language and Chinese language versions of this prospectus are being
published separately in reliance upon the exemption provided by section 4 of the Companies
(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice
(Chapter 32L of the Laws of Hong Kong).
9. Compliance Adviser
Our Company has appointed Maxa Capital Limited as our compliance adviser in
compliance with Rule 3A.19 of the Listing Rules.
10. No Material Adverse Change
The Directors confirm that there has been no material change in our financial or trading
position since September 30, 2025.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
– VI-17 –


--- page 598 ---
11. Miscellaneous
(a) Save as disclosed in this Prospectus, within the two years immediately preceding the
date of this prospectus:
(i) no share or loan capital or debenture of our Company or any of our subsidiaries
has been issued or agreed to be issued or is proposed to be issued for cash or
as fully or partly paid other than in cash or otherwise; and
(ii) no commissions, discounts, brokerages or other special terms have been
granted or agreed to be granted in connection with the issue or sale of any share
or loan capital of our Company or any of our subsidiaries.
(b) Save as disclosed in this prospectus:
(i) there are no founder, management or deferred shares nor any debentures in our
Company or any of our subsidiaries;
(ii) no share or loan capital or debenture of our Company or any of our subsidiaries
is under option or is agreed conditionally or unconditionally to be put under
option;
(iii) there are no arrangements under which future dividends are waived or agreed
to be waived;
(iv) there are no procedures for the exercise of any right of pre-emption or
transferability of subscription rights;
(v) there have been no interruptions in our business which may have or have had
a significant effect on our financial position in the last 12 months;
(vi) there are no restrictions affecting the remittance of profits or repatriation of
capital by us into Hong Kong from outside Hong Kong;
(vii) no part of the equity or debt securities of our Company, if any, is currently
listed on or dealt in on any stock exchange or trading system, and no such
listing or permission to list on any stock exchange other than the Stock
Exchange is currently being or agreed to be sought; and
(viii) our Company has no outstanding convertible debt securities or debentures.
APPENDIX VI STATUTORY AND GENERAL INFORMATION
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DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this prospectus delivered to the Registrar of
Companies in Hong Kong for registration were:
(i) the written consents referred to under the paragraph headed “Statutory and General
Information — D. Other Information — 4. Qualifications and Consents of Experts”
in Appendix VI to this prospectus; and
(ii) copies of the material contracts referred to in the paragraph headed “Statutory and
General Information — B. Further Information about our Business — 1. Summary
of Material Contracts” in Appendix VI to this prospectus.
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the website of the
Stock Exchange at www.hkexnews.hk and our website at http://www.busyming.com/ during
a period of 14 days from the date of this prospectus:
(i) the Articles of Association;
(ii) the Accountants’ Report of our Group from Ernst & Y oung, the text of which is set
out in Appendix I to this prospectus;
(iii) the audited consolidated financial statements of our Group for the years ended
December 31, 2022, 2023 and 2024 and nine months ended September 30, 2025;
(iv) the Accountants’ Report of Super Ming Group from Ernst & Y oung, the text of
which is set out in Appendix IA to this prospectus;
(v) the audited consolidated financial statements of Super Ming Group for the year
ended December 31, 2022 and eleven months ended November 30, 2023;
(vi) the report on the unaudited pro forma financial information of our Group from Ernst
& Y oung, the text of which is set out in Appendix II to this prospectus;
(vii) the letters from Ernst & Y oung and the Joint Sponsors relating to the profit estimate
of our Group for the year ended December 31, 2025, the text of which is set out in
Appendix IIA to this Prospectus;
(viii) the service contracts referred to in “Statutory and General Information — C. Further
Information about our Directors and Senior Management — 1. Particulars of the
Service Contracts” in Appendix VI to this prospectus;
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR
OF COMPANIES AND A V AILABLE ON DISPLAY
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(ix) the material contracts referred to in “Statutory and General Information — B.
Further Information about our Business — 1. Summary of Material Contracts” in
Appendix VI to this prospectus;
(x) the written consents referred to under the paragraph headed “Statutory and General
Information — D. Other Information — 4. Qualifications and Consents of Experts”
in Appendix VI to this prospectus;
(xi) the PRC legal opinions issued by CM Law Firm, our legal adviser on PRC law, in
respect of certain aspects of our Group;
(xii) the PRC Company Law, the PRC Securities Law, the Overseas Listing Trial
Measures, together with their respective unofficial English translations;
(xiii) the industry report issued by Frost & Sullivan, the summary of which is set forth in
the section headed “Industry Overview” in this prospectus; and
(xiv) the report issued by Hunan Xinghao Construction Co., Ltd., the Fire Safety
Consultant for its findings on the fire safety inspection.
APPENDIX VII DOCUMENTS DELIVERED TO THE REGISTRAR
OF COMPANIES AND A V AILABLE ON DISPLAY
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