--- page 1 ---
GLOBAL OFFERING
(A joint stock company incorporated in the People’s Republic of China with limited liability)
Stock Code : 2648
安井食品集團股份有限公司
ANJOY FOODS GROUP CO., L TD.
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers


--- page 2 ---
IMPORTANT : If you are in any doubt about any of the contents of this Prospectus, you should obtain professional independent advice.
ANJOY FOODS 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
: 39,994,700 H Shares (subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares : 3,999,500 H Shares (subject to
reallocation)
Number of International Offer Shares : 35,995,200 H Shares (subject to
reallocation and the Over-allotment
Option)
Maximum Offer Price : HK$66.00 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 : 2648
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility
for the contents of this Prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for an y loss howsoever
arising from or in reliance upon the whole or any part of the contents of this Prospectus.
A copy of this Prospectus, having attached thereto the documents specified in “Appendix V — Documents Delivered to the Registrar of Companies in Hong K ong
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 Companie s
(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 around Wednesday, July 2, 2025 (Hong Kong time) and, in any event, not later tha n 12:00
noon Wednesday, July 2, 2025 (Hong Kong time). The Offer Price will not be more than HK$66.00 per Offer Share unless otherwise announced. If, for any rea son,
the Offer Price is not agreed by 12:00 noon Wednesday, July 2, 2025 (Hong Kong time) between the Overall Coordinators (on behalf of the Underwriters) an d 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 H ong Kong
Offer Shares 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 re duction
in the number of Hong Kong Offer Shares will be published on the website of our Company at www.anjoyfood.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, and the offer will be canceled and relaunched at the revised number of Offer Shares and/o r the revised
Offer Price and the requirements under Rule 11.13 of the Listing Rules (which include the issue of a supplemental prospectus or a new prospectus (as app ropriate)),
as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodgi ng
applications under the Hong Kong Public Offering. Details of the arrangement will then be announced by us as soon as practicable. 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 b ehalf
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 sub ject 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 S hares
may only be offered and sold (a) in the United States solely to QIBs in reliance on Rule 144A or another available exemption from registration requireme nts
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 S hares
will be made in the United States.
IMPORTANT
June 25, 2025


--- page 3 ---
IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offering. We will not provide printed copies of this Prospectus in relation to
the Hong Kong Public Offering.
This Prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing
Information ” section, and our website at www.anjoyfood.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 electronically through the HKSCC EIPO channel and cause HKSCC
Nominees to apply on your behalf 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.
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.
IMPORTANT
–i i–


--- page 4 ---
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.
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, you are required to
pre-fund your application based on the amount specified by your broker or custodian ,
as determined based on the applicable laws and regulations in Hong Kong.
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer Shares
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 6,666.56 2,000 133,331.22 10,000 666,656.10 300,000 19,999,683.00
200 13,333.13 2,500 166,664.03 20,000 1,333,312.20 400,000 26,666,244.00
300 19,999.68 3,000 199,996.84 30,000 1,999,968.30 500,000 33,332,805.00
400 26,666.24 3,500 233,329.64 40,000 2,666,624.40 600,000 39,999,366.00
500 33,332.80 4,000 266,662.45 50,000 3,333,280.50 700,000 46,665,927.00
600 39,999.37 4,500 299,995.25 60,000 3,999,936.60 800,000 53,332,488.00
700 46,665.93 5,000 333,328.06 70,000 4,666,592.70 900,000 59,999,049.00
800 53,332.49 6,000 399,993.65 80,000 5,333,248.80 1,000,000 66,665,610.00
900 59,999.05 7,000 466,659.26 90,000 5,999,904.90 1,250,000 83,332,012.50
1,000 66,665.61 8,000 533,324.88 100,000 6,666,561.00 1,500,000 99,998,415.00
1,500 99,998.41 9,000 599,990.49 200,000 13,333,122.00 1,999,700
(1) 133,311,220.32
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of the brokerage, the SFC transaction levy, the Stock Exchange
trading fee and the 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
– iii –


--- page 5 ---
If there is any change in the following expected timetable of the Hong Kong
Public Offering, we will issue an announcement in Hong Kong to be published on the
Company’ s website at www.anjoyfood.com and the website of the Stock Exchange at
www.hkexnews.hk .
Hong Kong Public Offering commences ........ .9:00 a.m. on Wednesday, June 25, 2025
Latest time for completing electronic applications
under the White Form eIPO service through the
designated website at www.eipo.com.hk (2) ....... 1 1:30 a.m. on Monday, June 30, 2025
Application lists open (3) ....................... 1 1:45 a.m. on Monday, June 30, 2025
Latest time for (a) completing payment of
White Form eIPO applications by effecting
internet banking transfer(s) or PPS payment
transfer(s) and (b) giving electronic application
instructions to HKSCC
(4) .................. .12:00 noon on Monday, June 30, 2025
If you are instructing your broker or custodian who is a HKSCC Participant will submit
an EIPO application on your behalf through HKSCC’s FINI system in accordance with your
instruction, you are advised to contact your broker or custodian for the earliest and latest time
for giving such instructions, as this may vary by broker or custodian.
Application lists close
(3) ..................... .12:00 noon on Monday, June 30, 2025
Expected Price Determination Date ......................... W ednesday, July 2, 2025
Announcement of 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 allocation of the Hong Kong
Offer Shares to be published on the website of the Stock
Exchange at www.hkexnews.hk and on the Company’s
website at www.anjoyfood.com/ (5) at or before ...................... 1 1:00 p.m. on
Thursday, July 3, 2025
EXPECTED TIMETABLE (1)
–i v–


--- page 6 ---
The results of allocations in the Hong Kong Public Offering (with successful applicants’
identification document numbers, where appropriate) to be available through a variety of
channels, including:
 in the announcement to be posted on
our website and the website of the
Stock Exchange at www.anjoyfood.com/
and www.hkexnews.hk , respectively (7)(8) .............. a to r before 11:00 p.m.
on Thursday, July 3, 2025
 from the designated results of
allocations website at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function from (7)(8) ..................... 1 1:00 p.m. on
Thursday, July 3, 2025 to
12:00 midnight on Wednesday, July 9, 2025
 from the allocation results telephone
enquiry line by calling +852 2862 8555 between
9:00 a.m. and 6:00 p.m. from
(7)(8) ................... Friday, July 4, 2025 to
Wednesday, July 9, 2025
(except weekend and
public holiday in
Hong Kong)
H Share certificates in respect of wholly or
partially successful applications to be
dispatched or deposited into CCASS on or before
(6) ........... Thursday, July 3, 2025
White Form e-Refund payment instructions/
refund checks in respect of (i) wholly or
partially successful applications if the
final Offer Price is less than the price
payable on application (if applicable) and
(ii) wholly or partially unsuccessful application
under the Hong Kong Public Offering to be
dispatched/collected on or before
(8) .......................... .Friday, July 4, 2025
Dealings in the H Shares on the Stock
Exchange expected to commence at ............................... .9:00 a.m. on
Friday, July 4, 2025
EXPECTED TIMETABLE (1)
–v–


--- page 7 ---
Notes:
(1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates.
(2) Y ou will not be permitted to submit your application under the 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 prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment
of application monies) until 12:00 noon on the last day for submitting applications, when the application lists
close.
(3) If there is/are a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above and/or
Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Monday, June 30,
2025, the application lists will not open and will close on that day. For details, please refer to the paragraph
headed “How to Apply for Hong Kong Offer Shares — E. Severe Weather Arrangements” in this Prospectus.
(4) Applicants who apply for Hong Kong Offer Shares by instructing their broker or custodian to give electronic
application instructions to HKSCC via FINI should refer to the paragraph headed “How to Apply for Hong
Kong Offer Shares — A. Application for Hong Kong Offer Shares — 2. Application Channels” in this
Prospectus.
(5) None of the websites or any of the information contained on the websites forms part of this Prospectus.
(6) The H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date provided that
the Global Offering has become unconditional and the right of termination described in “Underwriting —
Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination” has not
been exercised. Investors who trade H Shares on the basis of publicly available allocation details prior to the
receipt of H Share certificates or prior to the H Share certificates becoming valid evidence of title do so
entirely at their own risk.
(7) White Form e-Refund payment instructions/refund cheques will be issued in respect of wholly or partially
unsuccessful applications pursuant to the Hong Kong Public Offering and also in respect of wholly or partially
successful applications in the event that the final Offer Price is less than the price payable per Offer Share on
application. Part of the applicant’s identification document number provided by the applicant(s) may be printed
on the refund check, if any. Such data would also be transferred to a third party for refund purposes. Banks
may require verification of an applicant’s identification document number before encashment of the refund
check. Inaccurate completion of an applicant’s identification document number may invalidate or delay
encashment of the refund check.
(8) Applicants being individuals who are eligible for personal collection may not authorize any other person to
collect on their behalf. If you are a corporate applicant which is eligible for personal collection, your
authorized representative must bear a letter of authorization from your corporation stamped with your
corporation’s chop. Both individuals and authorized representatives must produce evidence of identity
acceptable to our H Share Registrar at the time of collection.
Applicants who have applied for Hong Kong Offer Shares through the HKSCC EIPO channel should refer to
the paragraph headed “How to Apply for Hong Kong Offer Shares — D. Despatch/Collection of H Share
Certificates and Refund of Application Monies” in this Prospectus for details.
Applicants who have applied through the White Form eIPO service and paid their applications monies
through single bank accounts may have refund monies (if any) dispatched to the bank account in the form of
e-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 applications, 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 paragraphs headed “How to Apply for the Hong Kong Offer Shares — D.
Despatch/Collection of H Share Certificates and Refund of Application Monies”.
EXPECTED TIMETABLE (1)
–v i–


--- page 8 ---
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 see “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 case, the Company will make
an announcement as soon as practicable thereafter.
EXPECTED TIMETABLE (1)
– vii –


--- page 9 ---
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 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
Expected Timetable ................................................. i v
Contents .......................................................... viii
Summary ......................................................... 1
Definitions ........................................................ 2 5
Glossary of Technical Terms .......................................... 3 5
Forward-Looking Statements ......................................... 3 8
Risk Factors ....................................................... 3 9
Waivers and Exemption .............................................. 7 1
CONTENTS
– viii –


--- page 10 ---
Information about this Prospectus and the Global Offering ................. 8 9
Directors, Supervisors and Parties Involved in the Global Offering ........... 9 3
Corporate Information .............................................. 1 0 1
Industry Overview .................................................. 1 0 3
Regulatory Overview ................................................ 1 2 0
History, Development and Corporate Structure ........................... 1 4 0
Business .......................................................... 1 5 4
Directors, Supervisors and Senior Management ........................... 2 4 2
Relationship with our Single Largest Shareholder ......................... 2 6 6
Substantial Shareholders ............................................. 2 7 0
Share Capital ...................................................... 2 7 1
Financial Information ............................................... 2 7 5
Future Plans and Use of Proceeds ...................................... 3 3 5
Cornerstone Investors ............................................... 3 4 0
Underwriting ...................................................... 3 4 7
Structure of the Global Offering ....................................... 3 5 9
How to Apply for Hong Kong Offer Shares .............................. 3 7 0
Appendix I Accountants’ Report ................................ I - 1
Appendix IA Unaudited Interim Condensed Consolidated Financial
Information ..................................... IA-1
Appendix II Unaudited Pro Forma Financial Information ............. II-1
Appendix III Summary of the Articles of Association ................. III-1
Appendix IV Statutory and General Information ..................... I V - 1
Appendix V Documents Delivered to the Registrar of Companies in
Hong Kong and Available on Display ................. V - 1
CONTENTS
–i x–


--- page 11 ---
This summary aims to give you an overview of the information contained in this
Prospectus. As this is a summary, it does not contain all the information that may be
important to you. You should read the entire Prospectus before you decide to invest in 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”. You should
read that section carefully before you decide to invest in the Offer Shares. V arious
expressions used in this section are defined in the sections headed “Definitions” and
“Glossary of Technical Terms” in this Prospectus.
OVERVIEW
Who We Are
We are a leading quick-frozen food company in China, dedicated to providing food
products for various consumption occasions, whether at home, in restaurants or on the go. We
are the largest quick-frozen food company in China in terms of revenue in 2024, with a market
share of 6.6%, according to Frost & Sullivan. Specifically within the quick-frozen food
industry, we ranked first in the quick-frozen flavored and processed food market in China in
2024, with a market share of 13.8%, around five times the size of the second largest player. We
ranked first in the quick-frozen prepared dishes market in China in 2024, with a market share
of 5.0%, exceeding the market shares of the second through fourth-ranked players combined.
We ranked fourth in the quick-frozen flour and rice food market in China in 2024, with a
market share of 3.2%. China’s quick-frozen food industry is competitive and fragmented, with
the top five players holding an aggregate market share of 15.0% in terms of revenue in 2024.
We have developed a diverse product portfolio across three categories, namely quick-
frozen flavored and processed products, quick-frozen prepared dishes and quick-frozen flour
and rice products. Our products are strategically positioned across diverse market segments and
price points to meet varying customer needs. We have established a brand portfolio anchored
by our flagship “Anjoy (
)” brand, complemented by our proprietary brands “Frozen-food
Master (
 )” and “Anjoy Xiaochu (
 )”, alongside our strategically acquired brands
including “Honghu Temptation (
 )”, “Liuwu (
 )” and “Kung Fu Food (
 )”.
SUMMARY
–1–


--- page 12 ---
The following diagram illustrates our diversified and extensive product portfolio across
three categories:
Quick-frozenflourandriceproducts
Quick-frozen flavored and processed products
Quick-frozenprepareddishes
Sticky rice chicken
in lotus leaf
Fried crispy
strip
Egg dumpling
Stuffed meat
ball
Stuffed
fish ball
Fish tofu
Fish roe
lucky bag
Roasted pork
sausage Fish roe bun
Chinese
pancake
Steamed fried
dumpling
Shumai
Steamed bun
Brown sugar
cake
Pork & cabbage
dumpling
Beef/lamb roll
Shrimp paste Seasoned crayfish
Brand and Product Portfolio
Since our inception in 2001, our core management team, comprising experts in the
industry, has demonstrated keen foresight in anticipating customer needs and navigating
market dynamics. Their expertise has enabled us to successfully capitalize on critical growth
opportunities in the quick-frozen food industry. Through our differentiated development
strategies, we have become the leader in this fast-growing market.
The following chart sets forth our journey to achieve market leadership:
2017 - Present
Leading
2001 - 2011
Brand building
2011 - 2017
Overtaking
Our Journey
Developed 4 production bases
Established a nationwide sales network with around
500 distributors
Launched 4 signature products each with RMB100
million annual revenue
Strategically entered the quick-frozen prepared dishes
market
Launched the Lock-Fresh product line, achieving an
annual revenue of over RMB1 billion in each year1
Formed 13 production bases with total annual
designed capacity of over 1 million tons
Annual revenue exceeded RMB10 billion and net
profit reached RMB1 billion
1
Launched quick-frozen flour and rice products with
differentiated strategy
Built a nationwide brand of quick-frozen flavored
and processed products
Became a major player in the
quick-frozen food industry in China
Established leadership in the quick-frozen
flavored and processed products market
Listed on the A-share market and became the
largest quick-frozen food company in China
Note: (1) Since 2022. Source: Frost & Sullivan.
SUMMARY
–2–


--- page 13 ---
Our Core Competitiveness
Our market leadership is anchored in and reinforced by a flywheel effect created by our
capabilities in product development, sales network development and production capacity. As
illustrated by the following diagram, our continual launches of signature products across
categories have formed a product portfolio that meets diverse market demand while
maintaining product quality and enhancing brand awareness. The strength of our product
development has generated tremendous momentum across our sales channels. We have built an
extensive national sales network reaching both businesses and individual customers, covering
catering and home cooking scenarios, mainly through cooperation with our distributors. Our
ability to meet nationwide demand while exploring regional opportunities and to continually
launch products is underpinned by our regional market insights. It is also supported by the
economies of scale from our production capacity and flexible production model, encompassing
in-region production for majority of our products and centralized production for certain
products such as beef roll, lamb roll, those that are primarily made of freshwater fish and those
that are primarily made of chicken (in-region plus centralized production model).
Business Model and Core Competitiveness
Signature products enhancing brand awareness
Nationwide layout with
leading production capacity
39 2,000+
~1 million tons
13
2
22 000000++
3399
Customers
Home
Cooking
Catering
N
a
t
i
o
n
w
idde
 lll
ayo
u
t
 w
i
t
h
Production
Sales
Network
Products
and achieving comprehensive reach across scenarios and channels
…
Parallel development across categories
with leading signature products Services
Multi-channel coverage reaching
businesses and individual customers
Distributors
Annual Production Volume1Production Bases
Signature products each
with annual revenue over RMB100 million1
“In-region plus centralized productionanddistribution”
Note: (1) For the year ended December 31, 2024.
Products. Leveraging our product development capabilities, we have continually
launched various products for business customers as well as developed signature products into
product series for individual customers. In 2024, we had 39 signature products, each generating
revenue exceeding RMB100 million. Our Lock-Fresh product line, introduced in 2019,
highlights our effective product development. This product line features fresh-keeping small
packages. It was specifically designed for individual customers and has successfully expanded
our presence in the retail market. Our Lock-Fresh product line has generated over RMB1.0
billion in revenue in 2022 and maintaining strong momentum with 17.6% revenue growth from
2022 to 2023, followed by 18.9% revenue growth in 2024 compared to 2023, while sustaining
consistent and remarkable profitability.
SUMMARY
–3–


--- page 14 ---
Sales Network. Our product portfolio has enabled us to forge deeper connections with our
distributors and direct sales customers, while continually expanding our sales network and
market penetration. Our multichannel sales network, anchored by our distributors, has achieved
comprehensive coverage across China, reaching both businesses and individual customers for
varied consumption scenarios. In particular, we have empowered our distributors to grow with
us and have built a loyal and well-established distribution network. As of December 31, 2024,
736 distributors had worked with us for five or more than five years, contributing RMB8.7
billion in revenue in 2024, which accounted for over 70% of our total revenue from distributors
in the same period. The average annual revenue generated per distributor was RMB6.1 million
in 2024, significantly higher than that of other leading industry players in China, according to
Frost & Sullivan.
Production. Building upon our nationwide sales network, we have strategically
established production bases in regions where business scale has reached critical mass to meet
regional sales demand, implementing an in-region plus centralized production model. This
approach enables us to optimize logistics costs, respond swiftly to market changes and,
together with our economies of scale, create costs advantages that allow us to offer more
quality products at competitive prices. As of December 31, 2024, we operated 13 production
bases with total annual production capacity over one million tons. To further strengthen our
product development capabilities, we have implemented the approach of “R&D with regional
insights” (޼This approach enables us to rapidly launch new products featuring local
ingredients, culinary styles and the potential to appeal to the taste of nationwide consumers.
We have continuously delivered financial performance with robust growth and
profitability at an industry-leading scale of operations during the Track Record Period. Our
revenue increased by 15.4% from RMB12,105.6 million in 2022 to RMB13,964.9 million in
2023. Our revenue also increased by 7.6% from RMB13,964.9 million in 2023 to
RMB15,029.6 million in 2024. Our net profit margin was 9.2%, 10.7% and 10.1% in 2022,
2023 and 2024, respectively.
OUR BRANDS AND PRODUCTS
We are engaged in the R&D, production and sales of quick-frozen food products, focusing
on quick-frozen flavored and processed products, quick-frozen prepared dishes and quick-
frozen flour and rice products. During the Track Record Period, our product portfolio
comprised over 500 types of products, positioning us as one of the companies with the most
extensive product range in the quick-frozen food industry, according to Frost & Sullivan. After
more than 20 years of business operations and development, we have built significant brand
influence and recognition among our customers. Our “Anjoy (
)” brand has been recognized
as a “Well-known Trademark of China” by the State Administration for Industry and Commerce
since 2010.
SUMMARY
–4–


--- page 15 ---
 In the quick-frozen flavored and processed product category, our products primarily
include those under “Anjoy (
 )” brand, such as fish tofu, fish balls, stuffed meat
balls and pork sausage.
 In the quick-frozen prepared dishes category, we adopt a multi-brand
strategy to feature our “Anjoy (
 )”, “Frozen-food Master (
 )”, “Anjoy
Xiaochu (
 )”, “Honghu Temptation (
 )” and “Liuwu (
 )” brands. Our
products primarily include prepared dishes such as crayfish, fried crispy strips,
shrimp paste, beef/lamb rolls, egg dumplings and pickled fish.
 In the quick-frozen flour and rice product category, our main products include
“Anjoy (
)” branded products such as shumai, steamed buns, Chinese pancakes
and brown sugar cakes.
We offer quick-frozen food products to our customers through our diversified product
portfolio, which seamlessly fits into various key consumption scenarios. For restaurants and
other catering businesses, especially those specialized in hot pot, malatang, barbecue and oden,
we supply them with quick-frozen foods through our sales network, helping them maintain
consistency in food quality and improve cooking efficiency. For households, we reach
individual customers through supermarkets, convenience stores, new retail and e-commerce
platforms, addressing household demand for quick and convenient cooking. These products
have strengthened our brand recognition and forged stronger connections with end customers,
driving sustained growth for our distributors and us.
The following table sets forth a breakdown of our revenue by product category in absolute
amount and as a percentage of our total revenue for the years indicated:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Quick-frozen flavored and
processed products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,296,764 52.0 7,002,194 50.1 7,793,218 51.9
Quick-frozen prepared dishes /H1118/H1118/H11183,015,913 24.9 3,916,311 28.0 4,335,641 28.8
Quick-frozen flour and rice
products. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,402,293 19.8 2,532,713 18.1 2,450,786 16.3
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118390,648 3.3 513,660 3.8 449,943 3.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,105,618 100.0 13,964,878 100.0 15,029,588 100.0
Note:
(1) Others primarily include sales of agricultural by-products, such as surimi, fishmeal and other fishery
by-products.
SUMMARY
–5–


--- page 16 ---
Our overall revenue growth across quick-frozen food product categories throughout the
Track Record Period was mainly attributable to (i) the increasing customer demand for our
products due to our enhanced brand recognition and continuous efforts to expand and upgrade
our product portfolio, (ii) our expanding sales network, and (iii) the acquisition of Hubei New
Liuwu, which result enriched our product portfolio with crayfish products and contributed to
an increase in our overall product sales. In particular, our revenue from sales of quick-frozen
prepared dishes increased from RMB3,015.9 million in 2022 to RMB3,916.3 million in 2023
and further to RMB4,335.6 million to 2024, representing a CAGR of 19.9%, primarily due to
(i) our efforts to develop quick-frozen prepared dishes, capturing the accelerated growth in this
market segment; (ii) an increase in sales volume of certain popular products, such as shrimp
paste, fried crispy strip, and beef and lamb rolls, and (iii) the acquisition of Hubei New Liuwu.
In particular, in 2022, 2023 and 2024, our revenue from sales of crayfish products amounted
to RMB1,173.6 million, RMB1,586.1 million and RMB1,700.6 million, respectively,
accounting for 9.7%, 11.4% and 11.3% of our total revenue for the same years. In addition, due
to the fast growth in our quick-frozen prepared dishes business, its contribution to our total
revenue increased from 24.9% in 2022 to 28.8% in 2024.
The following table sets forth a breakdown of our gross profit and gross profit margin by
product category for the years indicated:
Y ear ended December 31,
2022 2023 2024
Gross
profit
Gross
profit
margin
%
Gross
profit
Gross
profit
margin
%
Gross
profit
Gross
profit
margin
%
(RMB in thousands, except for percentage)
Quick-frozen flavored and
processed products /H1118/H1118/H1118/H11181,615,156 25.7 1,957,275 28.0 2,245,993 28.8
Quick-frozen prepared
dishes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118299,472 9.9 424,488 10.8 481,181 11.1
Quick-frozen flour and rice
products. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118555,143 23.1 638,300 25.2 584,610 23.9
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890,757 23.2 137,094 26.7 96,498 21.4
Total/overall /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,560,528 21.2 3,157,157 22.6 3,408,282 22.7
Our overall gross profit margin remained relatively stable at 21.2%, 22.6% and 22.7% in
2022, 2023 and 2024, respectively.
 Our gross profit margin for quick-frozen flavored and processed products improved
throughout the Track Record Period, primarily driven by the increasing sales volume
of Lock-Fresh product line, which typically is of a relatively higher gross margin.
SUMMARY
–6–


--- page 17 ---
 Our gross profit margin for quick-frozen prepared dishes was relatively lower than
that of other product categories during the Track Record Period, primarily due to (i)
the relatively lower gross profit margin of crayfish products as compared to other
products, at 4.4%, 3.8% and 6.4% in 2022, 2023 and 2024, respectively; and (ii) the
contract manufacture of products in this product category, which in general leads to
lower gross profit margin. By outsourcing production of certain products, we
typically incur additional costs in relation to engaging contract manufacturers,
which adversely affects our profit margin. According to Frost & Sullivan, this is in
line with the industry practice.
 Our gross profit margin for quick-frozen flour and rice products increased from
23.1% in 2022 to 25.2% in 2023, primarily due to a decrease in costs of certain raw
materials, such as palm oil. Our gross profit margin for quick-frozen flour and rice
products subsequently decreased from 25.2% in 2023 to 23.9% in 2024, primarily
due to a decrease in selling prices of products in this category as a result of
promotional activities responding to the intensified competition.
 Our gross profit margin for others increased from 23.2% in 2022 to 26.7% in 2023,
primarily due to the acquisition of Hubei New Liuwu leading to an increase in sales
of fishmeal products which typically are of relatively higher gross profit margin.
Our gross profit margin for others subsequently decreased from 26.7% in 2023 to
21.4% in 2024, primarily due to (i) a decrease in selling price of fishmeal from
RMB6.7 thousand per ton in 2023 to RMB5.4 thousand per ton 2024, attributable to
intensified competition; and (ii) gross profit margins of surimi decreased in 2024
driven by a increase in raw material costs.
For details on the changes in our gross profit and gross margin during the Track Record
Period, see “Financial Information — Y ear-to-Y ear Comparison of Results of Operations.”
SUMMARY
–7–


--- page 18 ---
SALES NETWORK
We have built an extensive sales network that effectively sells our products and reaches
a diverse customer base across China. We have also expanded our sales network into overseas
markets. We established a sales and distribution network with nationwide coverage and
multichannel penetration, reaching both business and individual customers. We primarily sold
our products via distributors that are located in different regions. The following table sets forth
a breakdown of our revenue by geographical region of our customers in absolute amount and
as a percentage of our total revenue for the years indicated:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Mainland China
Eastern China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,581,450 46.2 6,054,370 43.4 6,439,227 42.8
Northern China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,602,037 13.2 2,094,253 15.0 2,203,197 14.7
Central China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,506,901 12.4 1,780,900 12.8 1,910,003 12.7
Southern China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,033,055 8.5 1,154,457 8.3 1,257,267 8.4
Northeastern China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,028,958 8.5 1,203,889 8.6 1,288,564 8.6
Southwestern China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118672,471 5.6 815,091 5.8 931,958 6.2
Northwestern China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118572,597 4.7 733,763 5.2 831,962 5.5
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,997,469 99.1 13,836,723 99.1 14,862,178 98.9
Overseas markets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,149 0.9 128,155 0.9 167,410 1.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,105,618 100.0 13,964,878 100.0 15,029,588 100.0
See “Financial Information — Description of Major Components of Our Results of
Operations — Revenue — Revenue by Geographical Region.”
The following table sets forth a breakdown of our revenue by sales channel in absolute
amount and as a percentage of our total revenue for the years indicated:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Distributors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,757,738 80.6 11,318,764 81.1 12,311,205 81.9
Key accounts (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118973,499 8.0 843,010 6.0 822,481 5.5
Targeted enterprise customers (2) /H1118/H1118808,416 6.7 1,049,547 7.5 1,003,997 6.7
New retail and e-commerce
platforms (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118565,965 4.7 753,557 5.4 891,905 5.9
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,105,618 100.0 13,964,878 100.0 15,029,588 100.0
Notes:
(1) Key accounts primarily include national and regional supermarkets.
SUMMARY
–8–


--- page 19 ---
(2) Targeted enterprise customers primarily include chain catering companies, snack companies and other
corporate customers.
(3) New retail and e-commerce platforms primarily include retailers that adopt an online-offline integrated
approach, as well as self-operated stores on mainstream e-commerce platforms.
The following table sets forth a breakdown of our gross profit and gross profit margin by
geographical region of our customers for the years indicated:
Y ear ended December 31,
2022 2023 2024
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
(RMB in thousands, except for percentage)
Mainland China
Eastern China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,237,071 22.2 1,473,646 24.3 1,546,414 24.0
Northern China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118366,711 22.9 489,908 23.4 532,091 24.2
Central China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118292,143 19.4 365,068 20.5 413,317 21.6
Southern China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118220,121 21.3 252,943 21.9 253,790 20.2
Northeastern China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118214,827 20.9 268,283 22.3 299,366 23.2
Southwestern China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105,716 15.7 149,310 18.3 170,410 18.3
Northwestern China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,146 18.5 146,572 20.0 172,649 20.8
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,542,735 21.2 3,145,730 22.7 3,388,037 22.8
Overseas markets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,793 16.5 11,427 8.9 20,245 12.1
Total/Overall /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,560,528 21.2 3,157,157 22.6 3,408,282 22.7
The following table sets forth a breakdown of our gross profit and gross profit margin by
sales channel for the years indicated:
Y ear ended December 31,
2022 2023 2024
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
(RMB in thousands, except for percentage)
Distributors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,886,449 19.3 2,376,602 21.0 2,673,322 21.7
Key accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118402,975 41.4 360,343 42.7 314,229 38.2
Targeted enterprise customers /H1118/H1118/H1118137,849 17.1 185,907 17.7 168,946 16.8
New retail and e-commerce
platforms /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133,255 23.5 234,305 31.1 251,785 28.2
Total/overall /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,560,528 21.2 3,157,157 22.6 3,408,282 22.7
SUMMARY
–9–


--- page 20 ---
The following table sets forth a breakdown of the sales volume and average selling price
by sales channel for the years indicated:
Y ear ended December 31,
2022 2023 2024
Sales
Volume
Average
Selling
Price
Sales
Volume
Average
Selling
Price
Sales
Volume
Average
Selling
Price
(ton)
(RMB in
thousands
per ton) (ton)
(RMB in
thousands
per ton) (ton)
(RMB in
thousands
per ton)
Distributors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118733,085 13.3 835,896 13.5 944,554 13.0
Key accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,677 19.2 41,869 20.1 44,307 18.6
Targeted enterprise customers /H1118/H111860,954 13.3 85,986 12.2 93,835 10.7
New retail and e-commerce
platforms /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,684 25.0 30,211 24.9 37,652 23.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118867,400 14.0 993,961 14.1 1,120,349 13.4
BRANDING AND MARKETING
We have strong brand-building and marketing capabilities. Our brand-building and
marketing efforts during the Track Record Period were comprehensive, responsive, practical
and effective. Our selling and distribution expenses amounted to RMB873.0 million,
RMB925.8 million and RMB986.2 million, accounting for 7.2%, 6.6% and 6.6% of our revenue
in 2022, 2023 and 2024, respectively. The proportion of our selling and distribution expenses
to revenue was much lower than the industry average during the same periods, according to
Frost & Sullivan, demonstrating the high efficiency of our brand-building and marketing
efforts. Visual marketing is one of our most effective brand building approaches. Based on
industry characteristics, development stages, channel strategies and target audience features,
we have constructed a unique, systematic visual marketing communication system and created
proprietary visual symbols. In addition, following the recent development of short-video
platforms, we upgraded our marketing strategy by combining static visual elements and
dynamic short video promotion. In channel development, we adopt an advertising coverage
strategy that encompasses both modern retail formats and traditional markets, combining
product displays at points of sale with outdoor advertising.
SUMMARY
–1 0–


--- page 21 ---
PRODUCTION
As of December 31, 2024, we operated 12 domestic production bases and one overseas
production base. Our production bases are strategically located to address regional sales
demand, allowing us to effectively improve procurement and logistics efficiency, optimize
production and inventory management, and respond quickly to the needs of local customers.
Our actual production volume was 870,656 tons, 986,996 tons and 1,104,768 tons in 2022,
2023 and 2024, respectively, representing overall utilization rates of 92.2%, 91.1% and 97.2%
during these respective years.
RESEARCH AND DEVELOPMENT
We believe that R&D of products and production technology is crucial to our success and
sustainable growth. We adhere to a “market orientation and technology innovation” approach,
focusing on meeting customers’ demands for quality quick-frozen food products at competitive
prices. Our market insights and R&D capabilities enable us to continually launch new products
for business customers, upgrade our product portfolio for individual customers, create
signature products, ensure product quality and cost efficiency, and meet evolving consumer
demand and industry trends. Our R&D activities are anchored by our Xiamen and Wuxi R&D
centers and complemented by R&D departments at our production bases across the country,
forming a nationwide layout of R&D capabilities. Our R&D center has been recognized as a
National Enterprise Technology Center (ॴΆุҦஔʕː), making it the first and the only
R&D center in the quick-frozen surimi product industry to receive this recognition as of
December 31, 2024. Our technology and production capabilities further empower us to
continually launch competitive products. For example, our innovations in surimi production
technology have streamlined the production process while enhancing both protein retention and
raw material utilization.
CUSTOMERS AND SUPPLIERS
Our customers primarily are distributors, key accounts, targeted enterprise companies,
new retail platforms and individual end customers. In 2022, 2023 and 2024, revenue from sales
to our top five customers in each year during the Track Record Period in aggregate accounted
for 8.0%, 6.4% and 6.3% of our total revenue, respectively, and revenue from sales to our
largest customer in each year during the Track Record Period accounted for 2.3%, 1.9% and
1.8% of our total revenue for the same periods. Our Directors are of the view that there is no
customer concentration risk as no revenue from sales to a single customer was more than 5%
of our total revenue in each year during the Track Record Period.
SUMMARY
–1 1–


--- page 22 ---
Our suppliers primarily consist of raw materials suppliers for meat, surimi, crayfish, fresh
fish, flour, vegetable and condiments, as well as contract manufacturers. During the Track
Record Period, the procurement price of our raw materials remained relatively stable. For
example, the procurement price of surimi, one of the major raw materials, remained relatively
stable at RMB12.8 thousand per ton, RMB12.7 thousand per ton and RMB13.7 thousand per
ton in 2022, 2023 and 2024, respectively; the procurement price of meat, including chicken,
which is also a major raw material, remained relatively stable at RMB8.5 thousand per ton,
RMB7.7 thousand per ton and RMB7.1 thousand per ton in 2022, 2023 and 2024, respectively.
During the Track Record Period, we primarily sourced raw materials from Mainland China and
our purchases of raw materials from countries and regions other than Mainland China were less
than 7.0% of our total purchase amount of raw materials during the Track Record Period. As
a result, the rising geopolitical tensions and the tariffs imposed by the U.S. and the PRC have
limited impact on our purchases, and therefore do not adversely impact our operations and
financial performance. In 2022, 2023 and 2024, purchases from our top five suppliers in each
year during the Track Record Period in aggregate accounted for 12.0%, 11.3% and 12.3% of
our total purchases, respectively, and purchases from our largest supplier in each year during
the Track Record Period accounted for 4.6%, 3.9% and 3.7% of our total purchases for the
same periods. Our Directors are of the view that there is no supplier concentration risk as no
purchase from a single supplier was more than 5% of our total purchases in each year during
the Track Record Period.
FOOD SAFETY AND QUALITY CONTROL
We prioritize food quality and safety. Our comprehensive quality control system has
received both domestic and international quality system certifications. We have established a
rigorous quality management system supported by advanced food safety testing capabilities
and dedicated quality control personnel. Our digitalized quality control system enables
full-process traceability from raw material sourcing through production, packaging, logistics
and customer receipt, ensuring comprehensive quality assurance. Since our inception, we
maintain a sound food safety record and continue to prioritize safety and quality.
We participate in the formulation and revision of industry standards, promoting regulated
and healthy industry growth. We participated in the establishment of industry standards for
quick-frozen food terminology in China. In 2021, as the initiator and primary drafting entity,
we collaborated with national research institutes to establish international standards for frozen
surimi, highlighting our significant ability to shape industry’s best practice.
OUR STRENGTHS
We believe that the following strengths contribute to our leading market position,
ensuring our success and distinguishing us from our competitors:
 China’s Largest Quick-Frozen Food Company;
 Comprehensive Sales Network With Deep Multichannel Penetration;
SUMMARY
–1 2–


--- page 23 ---
 Diversified Product Portfolio Across Categories Anchored by Signature Products;
 In-Region Plus Centralized Production and Economies of Scale Yielding Cost
Advantage;
 Advanced Digitalization Capabilities Empowering Decision-Making and End-to-
End Operational Efficiency; and
 Visionary and Experienced Management Team and Proactive Corporate Culture.
See “Business — Our Strengths.”
OUR STRATEGIES
To further develop our business, we intend to pursue the following strategies:
 Strengthen Our Leading Position;
 Expand Our Sales Network;
 Enhance Digitalization and Intelligent Production;
 Expand Our Overseas Presence; and
 Attract, Develop and Motivate Talent.
See “Business — Our Strategies.”
COMPETITIVE LANDSCAPE
In 2024, we ranked first in both China’s quick-frozen flavored and processed food market
and quick-frozen prepared dishes market, and fourth in the quick-frozen flour and rice product
market in terms of revenue. Leveraging our continuously expanding product portfolio
highlighted by nationwide signature products, a comprehensive sales network with deep
multichannel coverage, and excellent digitalization capabilities that boost operational
efficiency, we believe we are well-prepared to excel in industry competition and remain at the
forefront of the quick-frozen food industry.
SUMMARY OF HISTORICAL AND FINANCIAL INFORMATION
The following tables set forth summary financial data from our financial information
during the Track Record Period, extracted from the Accountants’ Report set out in Appendix
I to this Prospectus. The summary financial data set forth below should be read together with,
and is qualified in its entirety by reference to, our financial statements in this Prospectus,
including the related notes. Our financial information was prepared in accordance with IFRS.
SUMMARY
–1 3–


--- page 24 ---
Consolidated Statements of Profit or Loss
The following table sets forth a summary of our consolidated statements of profit or loss
for the years indicated:
Y ear ended December 31,
2022 2023 2024
(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/H111812,105,618 13,964,878 15,029,588
Cost of sales (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,545,090) (10,807,721) (11,621,306)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,560,528 3,157,157 3,408,282
Other income and gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118243,266 290,377 261,713
Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118(873,000) (925,754) (986,208)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(375,471) (426,785) (553,816)
Research and development expenses /H1118/H1118/H1118(93,328) (94,471) (97,214)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,347) (58,965) (39,686)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,376) (14,215) (1,540)
(Impairment losses)/reversal of
impairment losses on financial assets /H1118 (11,457) 4,413 (7,326)
Share of (loss)/profit of an associate /H1118/H1118/H1118 (4) 4,452 4,070
Profit before taxation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,426,811 1,936,209 1,988,275
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(309,307) (435,049) (474,657)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,117,504 1,501,160 1,513,618
Profit attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,101,030 1,478,067 1,484,831
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,474 23,093 28,787
1,117,504 1,501,160 1,513,618
Note:
(1) Cost of sales primarily consisted of (i) costs of raw materials, (ii) manufacturing overhead, and (iii)
outsourcing service costs, which mainly relate to the contract manufacturers engaged for production of
certain products. Costs of raw materials accounted for 69.2%, 66.5%, and 64.1% of our cost of sales in
2022, 2023 and 2024, respectively.
SUMMARY
–1 4–


--- page 25 ---
Non-IFRS Measure
To supplement our consolidated financial statements, which are presented in accordance
with IFRS, we also use adjusted net profit (non-IFRS measure) as additional financial measure,
which is not required by, or presented in accordance with IFRS. 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 combined
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 a substitute
for analysis of, our results of operations or financial condition as reported under IFRS.
We define adjusted net profit (non-IFRS measure) as the profit for the year adjusted by
adding back share-based payment expenses and listing expenses. The following table
reconciles our adjusted net profit (non-IFRS measure) and presented in accordance with IFRS,
which is profit for the year:
Y ear ended December 31,
2022 2023 2024
(RMB in thousands)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,117,504 1,501,160 1,513,618
Add:
– Share-based payment expenses (1) /H1118/H1118 33,460 19,208 100,808
– Listing expenses (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 271
Adjusted net profit
(non-IFRS measure ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,150,964 1,520,368 1,614,697
Notes:
(1) Share-based payment expenses, which are non-cash in nature, mainly represent the employee benefit
expenses incurred in connection with our award to key employees.
(2) Listing expenses represented expenses incurred in connection with the Global Offering.
Our adjusted net profit (non-IFRS measure) increased by 32.1% from RMB1,151.0
million in 2022 to RMB1,520.4 million in 2023 and further increased by 6.2% to RMB1,614.7
million in 2024, in line with our business growth.
Our net profit increased by 34.3% from RMB1,117.5 million in 2022 to RMB1,501.2
million in 2023, in line with our business growth. Our net profit remained relatively stable at
RMB1,501.2 million and RMB1,513.6 million in 2023 and 2024, respectively.
SUMMARY
–1 5–


--- page 26 ---
Key Items of the Consolidated Statements of Financial Position
The following table sets forth selected information from our consolidated statement of
financial position as of the dates indicated, which has been extracted from our audited
consolidated financial statements included in Appendix I to this Prospectus:
As of December 31,
2022 2023 2024
(RMB in thousands)
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,292,160 10,426,345 10,350,573
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,850,555 6,874,083 7,024,527
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,142,715 17,300,428 17,375,100
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,862,752 4,006,063 3,678,769
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118380,954 393,782 425,998
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,243,706 4,399,845 4,104,767
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,429,408 6,420,282 6,671,804
NET ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,899,009 12,900,583 13,270,333
EQUITY
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,294 293,294 293,294
Treasury shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(47,053) (45,714) (108,593)
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,433,043 12,380,443 12,767,828
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118219,725 272,560 317,804
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,899,009 12,900,583 13,270,333
Our net current assets decreased by 0.1% from RMB6,429.4 million as of December 31,
2022 to RMB6,420.3 million as of December 31, 2023, primarily due to an increase in other
payables and accruals of RMB343.2 million, partially offset by (i) a decrease in interest-
bearing bank and other borrowings of RMB163.6 million, (ii) an increase in total current assets
of RMB134.2 million, and (iii) a decrease in trade and bills payables of RMB38.8 million.
Our net current assets increased by 3.9% from RMB6,420.3 million as of December 31,
2023 to RMB6,671.8 million as of December 31, 2024, primarily due to (i) an increase in
financial assets at fair value through profit and loss of RMB2,288.0 million, (ii) a decrease in
other payables and accruals of RMB517.8 million, and (iii) a decrease in interest-bearing bank
and other borrowings of RMB214.2 million, partially offset by (i) a decrease in cash and cash
equivalents of RMB2,299.1 million, (ii) a decrease in inventories of RMB282.1 million, and
(iii) an increase in dividends payable of RMB277.5 million. Our financial assets at fair value
through profit or loss mainly represented wealth management products, which were structured
deposits and debt bonds in nature. We primarily invest in short-to-mid-term financial products
issued by major commercial banks in Mainland China. Whilst certain financial products that
we purchased may not be principal-protected, they are generally categorized as low to medium
risks at R1 and R2 risk ratings.
SUMMARY
–1 6–


--- page 27 ---
Our net assets increased by 8.4% from RMB11,899.0 million as of December 31, 2022 to
RMB12,900.6 million as of December 31, 2023, primarily due to the profit for the year of
RMB1,501.2 million, partially offset by the final 2022 dividend of RMB330.5 million and
2023 interim dividend of RMB221.4 million that were paid in 2023.
Our net assets increased by 2.9% from RMB12,900.6 million as of December 31, 2023 to
RMB13,270.3 million as of December 31, 2024, primarily due to the profit for the year of
RMB1,513.6 million, partially offset by the final 2023 dividend of RMB518.6 million and
2024 interim dividend of RMB680.7 million that were paid in 2024.
Summary of the Consolidated Statements of Cash Flow
The following table sets forth a summary of our cash flows for the years indicated:
Y ear ended December 31,
2022 2023 2024
(RMB in thousands)
Net cash flows generated from
operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,361,327 1,907,058 2,024,015
Net cash flows (used in)/
generated from investing activities /H1118/H1118/H1118(4,749,238) 266,009 (3,132,159)
Net cash flows generated from/(used in)
financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,421,382 (705,392) (1,190,643)
Cash and cash equivalents at beginning
of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,024,626 3,057,910 4,527,451
Effect of foreign exchange differences,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(187) 1,866 (342)
Cash and cash equivalents at end of
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/H11183,057,910 4,527,451 2,228,322
In 2024, our net cash flows generated from operating activities were RMB2,024.0 million,
which represents our profit before taxation of RMB1,988.3 million, as adjusted by non-cash
and non-operating items, primarily comprising the depreciation of property, plant and
equipment of RMB451.8 million, partially offset by income tax paid of RMB440.4 million. In
2023, our net cash flows generated from operating activities were RMB1,907.1 million, which
primarily represents our profit before taxation of RMB1,936.2 million. In 2022, our net cash
flows generated from operating activities were RMB1,361.3 million, which represents our
profit before taxation of RMB1,426.8 million, partially offset by a decrease in trade and bills
payables of RMB129.0 million.
In 2024, our net cash flows used in investing activities were RMB3,132.2 million,
primarily attributable to (i) the purchases of financial assets at fair value through profit or loss
of RMB11,079.5 million, and (ii) the purchase of items of property, plant and equipment of
RMB844.4 million, partially offset by the proceeds from disposal of financial assets at fair
SUMMARY
–1 7–


--- page 28 ---
value through profit or loss of RMB8,846.1 million. In 2023, our net cash flows generated from
investing activities were RMB266.0 million, primarily attributable to (i) the proceeds from
disposal of financial assets at fair value through profit or loss of RMB2,651.0 million, and (ii)
the proceeds from disposal of time deposits of RMB2,539.4 million, partially offset by (i) the
purchases of financial assets at fair value through profit or loss of RMB3,006.0 million, (ii) the
purchase of items of property, plant and equipment of RMB1,415.4 million, and (iii) the
purchases of time deposits of RMB546.4 million. In 2022, our net cash flows used in investing
activities were RMB4,749.2 million, primarily attributable to (i) the purchases of time deposits
of RMB2,346.3 million, and (ii) the purchases of financial assets at fair value through profit
or loss of RMB2,100.0 million.
In 2024, our net cash flows used in financing activities were RMB1,190.6 million,
primarily attributable to (i) the dividends paid of RMB921.8 million, and (ii) repayment of
interest-bearing bank and other borrowings of RMB698.0 million, partially offset by the
proceeds from interest-bearing bank and other borrowings of RMB483.0 million. In 2023, our
net cash flows used in financing activities were RMB705.4 million, primarily attributable to (i)
the repayment of interest-bearing bank and other borrowings of RMB679.2 million, and (ii) the
dividends paid of RMB552.0 million, partially offset by the proceeds from interest-bearing
bank and other borrowings of RMB564.5 million. In 2022, our net cash flows generated from
financing activities were RMB5,421.4 million, primarily attributable to the issue of shares of
RMB5,674.6 million, partially offset by the dividends paid of RMB205.0 million.
See “Financial Information — Liquidity and Capital Resources — Cash Flow.”
Selected Financial Ratios
The following table sets forth our key financial ratios for the years indicated or as of the
dates indicated:
As of/For the Y ear ended December 31,
2022 2023 2024
Revenue growth (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 15.4 7.6
Gross profit margin (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821.2 22.6 22.7
Net profit margin (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.2 10.7 10.1
Gearing ratio (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.1 2.6 1.2
Current ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.7 2.6 2.8
Adjusted net profit margin (%)
(non-IFRS measure) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.5 10.9 10.7
SUMMARY
–1 8–


--- page 29 ---
Gearing Ratio
Our gearing ratio decreased from 4.1% as of December 31, 2022 to 2.6% as of December
31, 2023, primarily due to the decrease in debt from RMB497.2 million as of December 31,
2022 to RMB331.5 million as of December 31, 2023.
Our gearing ratio decreased from 2.6% as of December 31, 2023 to 1.2% as of December
31, 2024, primarily due to the decrease in debt from RMB331.5 million as of December 31,
2023 to RMB155.3 million as of December 31, 2024.
Current Ratio
Our current ratio remained relatively stable at 2.7 and 2.6 in 2022 and 2023, respectively.
Our current ratio increased from 2.6 in 2023 to 2.8 in 2024, primarily due to a decrease
in our total current liabilities, which was mainly attributable to (i) a decrease in other payables
and accruals of RMB517.8 million, and (ii) a decrease in interest-bearing bank and other
borrowings of RMB214.2 million, partially offset by a decrease in our total current assets.
See “Financial Information — Key Financial Ratios” for calculation of the above
financial ratios.
RISK FACTORS
Our business and the Global Offering involve certain risks as set out in “Risk Factors” in
this Prospectus. Y ou should read that section in its entirety carefully before you decide to invest
in our Shares. We believe the most significant risks we face include but are not limited to the
following: (i) our business is subject to changes in customer tastes and market demand; (ii) we
face significant competition in the industry in which we operate and if we are unable to
compete effectively, our business, financial condition and results of operations may be
materially and adversely affected; (iii) failure to develop and introduce new products could
materially and adversely impact our competitiveness, performance and prospects for future
growth; (iv) we rely on distributors to place our products into the market and we may not be
able to manage our distributors effectively; (v) our business depends on brand recognition. Any
failure to maintain or effectively promote our brands could materially and adversely impact our
business, financial condition and results of operations; and (vi) any failure to maintain our
product quality or food safety could have a material adverse effect on our business, financial
condition and results of operations.
See “Risk Factors.”
SUMMARY
–1 9–


--- page 30 ---
SINGLE LARGEST SHAREHOLDER
As of the Latest Practicable Date, the total issued share capital of our Company was held
as to approximately 25.00% by Guoli Minsheng, which was in turn held by Ms. Hang Jianying
as to approximately 29.94% and Ms. Lu Qiuwen as to approximately 25.15%, respectively. Ms.
Hang Jianying and Ms. Lu Qiuwen entered into the Acting in Concert Agreement on September
10, 2023 and they held in aggregate of approximately 55.09% equity interests in Guoli
Minsheng, and they are regarded as the “ de facto controllers” of the Company pursuant to the
PRC Company Law and the Administration Measures on Takeover of Listed Companies
promulgated by the CSRC. Guoli Minsheng operates substantive investment business and
focuses on equity investment in unlisted and listed enterprises since its establishment on
November 6, 2000 with investments in various sectors.
Immediately following the completion of the Global Offering and assuming no new
Shares are issued pursuant to the Over-allotment Option and under the 2023 Share Option
Incentive Plan, Guoli Minsheng will hold approximately 22.00% of our issued share capital.
Accordingly, Guoli Minsheng will continue to be our Single Largest Shareholder upon the
completion of the Global Offering.
LISTING ON THE SHANGHAI STOCK EXCHANGE
Since February 2017, our A Shares have been listed on the Shanghai Stock Exchange
(stock code: 603345). Our Directors confirmed that we had no instance of non-compliance with
the rules of the Shanghai Stock Exchange and other applicable securities laws and regulations
of the PRC in any material respects since our listing on the Shanghai Stock Exchange and, to
the best knowledge of our Directors after having made all reasonable enquiries, there was no
material matter that should be brought to investors’ attention in relation to our compliance
record on the Shanghai Stock Exchange. Based on the filings on the website of the Shanghai
Stock Exchange and the information available in the public domain, our PRC Legal Advisor is
of the view that the above confirmation of our Directors with regard to our compliance record
is accurate and reasonable. Based on the independent due diligence conducted by the Joint
Sponsors and our PRC Legal Advisor’s view above, nothing has come to the Joint Sponsors’
attention that would cause them to cast reasonable doubt on our Directors’ confirmation with
regard to the compliance record of the Company on the Shanghai Stock Exchange in any
material respect.
Prior to the Track Record Period, there were several legal compliance incidents involving
our Directors and senior management members, primarily due to inadvertent oversight,
unintentional actions, and/or unfamiliarity with the relevant disclosure requirements. For
details, see “Directors, Supervisors and Senior Management — Further Information about Our
Directors and Senior Management.”
SUMMARY
–2 0–


--- page 31 ---
USE OF PROCEEDS
Assuming an Offer Price of HK$66.00 per Offer Share (being the maximum Offer Price),
we estimate that we will receive net proceeds of approximately HK$2,495.8 million from the
Global Offering after deducting the underwriting commissions and other estimated expenses in
connection with the Global Offering and assuming that the Over-allotment Option is not
exercised. In line with our strategies, we intend to use our proceeds from the Global Offering
for the purposes and in the amounts set forth below:
 Approximately 35.0% or HK$873.5 million, for expanding our sales and distribution
network;
 Approximately 35.0% or HK$873.5 million, for strengthening our procurement
capabilities, optimizing our supply chain and building a supply chain system;
 Approximately 15.0% or HK$374.4 million, for digitalizing our business operations;
 Approximately 5.0% or HK$124.8 million, for product development and
technological innovation; and
 Approximately 10.0%, or HK$249.6 million, will be allocated to working capital
and general corporate purposes.
See “Future Plans and Use of Proceeds.”
GLOBAL OFFERING STATISTICS
The statistics in the following table are based on the assumptions that (i) the Global
Offering has been completed and 39,994,700 H Shares are newly issued in the Global Offering,
(ii) the Over-allotment Option for the Global Offering is not exercised, and (iii) 333,288,932
Shares are issued and outstanding following the completion of the Global Offering:
Based on a maximum
Offer Price of HK$66.00
per H Share
Market capitalization of our Shares (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$27,945.4 million
Unaudited pro forma adjusted consolidated net tangible
assets per Share (2)(3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
HK$46.68 (RMB42.69)
SUMMARY
–2 1–


--- page 32 ---
Notes:
(1) The calculation of market capitalization of our Shares is based on 39,994,700 H shares and 293,294,232
A shares expected to be in issue (representing 333,288,932 Shares expected to be in issue and
outstanding) immediately following the completion of the Global Offering (assuming the Over-
allotment Option is not exercised). The market capitalization of our A Shares is calculated based on the
closing price of the A Shares of RMB78.91 per share on the Latest Practicable Date. For details, see
“Share Capital — Upon Completion of the Global Offering” in the Prospectus.
(2) The unaudited pro forma adjusted consolidated net tangible assets per Share is arrived at after the
adjustments referred to in the section headed “Unaudited Pro Forma Financial Information” in Appendix
II to this Prospectus and on the basis that 333,288,932 Shares are in issue, assuming that the Global
Offering had been completed on December 31, 2024 but does not take into account of any Shares which
may be allotted and issued by the Company pursuant to the exercise of the Over-allotment Option, any
Shares that may be issued by the Company pursuant to the exercise of options under the 2023 Share
Option Incentive Plan or any Shares which may be issued or repurchased by the Company after the
Latest Practicable Date.
(3) The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners
of the Company as shown on page II-1 have not been adjusted to illustrate the effect of the following:
In March 2025, the Company entered into a share purchase agreement to purchase 70% of shares of Ding
Wei Tai with the total consideration of RMB444,500,000, subject to adjustment by applying the P/E
ratio of 11.40 in the event that the audited net profits of Ding Wei Tai would be less than
RMB55,700,000. In April 2025, the Company announced a dividend of RMB296,515,000 to the existing
shareholders prior to the Listing based on the Company’s retained profits as of December 31, 2024. Had
the acquisition of Ding Wei Tai been completed and the payment of the dividend been made on
December 31, 2024, on the assumption that the fair value of Ding Wei Tai’s identifiable net tangible
assets approximated to the carrying value as at December 31, 2024 and the total consideration amounted
to RMB444,500,000, the unaudited pro forma adjusted consolidated net tangible assets of the Group
would decrease from RMB14,227,221,000 to RMB13,753,251,000 based on maximum Offer Price of
HK$66.00 per Share, and the unaudited pro forma adjusted consolidated net tangible assets of the Group
attributable to owners of the Company as at December 31, 2024 per Share would be RMB41.27
(equivalent to HK$45.13) based on a maximum Offer Price of HK$66.00 per Share. Except for the
information as disclosed above no other adjustments have been made to the unaudited pro forma
adjusted consolidated net tangible assets. These amounts are converted from Renminbi to Hong Kong
dollars or Hong Kong dollars to Renminbi at an exchange rate of HK$1 to RMB0.91457. No
representation is made that Renminbi/Hong Kong dollars amount have been, could have been or may be
converted to Hong Kong dollars to Renminbi at that rate or at all.
For the calculation of the unaudited pro forma adjusted consolidated net tangible assets
per Share, see the section headed “Unaudited Pro Forma Financial Information” in Appendix
II to this Prospectus.
SUMMARY
–2 2–


--- page 33 ---
DIVIDENDS AND DIVIDEND POLICY
Pursuant to the Articles of Association, which were adopted and effective in August 2024,
we target to declare cash dividends that account for not less than 40% of the distributable
profits realized in that year, subject to we have sufficient working capital and there are no
material adverse changes in the Company’s external business environment and operating
conditions. We declared dividends of RMB330.5 million and RMB740.1 million with respect
to the years ended December 31, 2022 and 2023, respectively.
In April 2025, the Board proposed a dividend of RMB296.5 million with respect to the
year ended December 31, 2024, which was approved by the Shareholders in May 2025. In
aggregate, we declared RMB977.2 million in relation to the year ended December 31, 2024,
which had been fully paid as of the date of this Prospectus.
RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGE
Recent Developments
Unaudited Financial Information for the Three Months Ended March 31, 2025
Our revenue decreased by 3.8% from RMB3,722.8 million for the three months ended
March 31, 2024 to RMB3,581.4 million for the same period in 2025, primarily attributable to
(i) the relatively subdued overall consumer spending in the first quarter of 2025, compounded
by a warm winter, which resulted in a decline in consumption of hot pot ingredients; and (ii)
the different timing of the Chinese New Y ear in 2024 and 2025. As the Chinese New Y ear in
2025 was in late January, our customers began to stock up on our products in the last quarter
of 2024; whereas in 2024, the Chinese New Y ear was close to mid-February, our customers’
purchases for stock up were in January 2024. Such difference in timing of the Chinese New
Y ear resulted in higher sales in the first quarter of 2024. Our cost of sales remained relatively
stable at RMB2,766.8 million and RMB2,770.2 million for the three months ended March 31,
2024 and 2025, respectively. As a result of the foregoing, our gross profit decreased by 15.1%
from RMB955.9 million for the three months ended March 31, 2024 to RMB811.2 million for
the same period in 2025.
Our net profit decreased by 10.8% from RMB441.1 million for the three months ended
March 31, 2024 to RMB393.4 million for the same period in 2025. Our net profit margin
remained relatively stable at 11.8% and 11.0% for the three months ended March 31, 2024 and
2025, respectively.
Our capital expenditures increased by 30.9% from RMB219.4 million for the three
months ended March 31, 2024 to RMB287.3 million for the same period in 2025, primarily due
to the purchases of items of property, plant and equipment, and the purchase of other intangible
assets.
SUMMARY
–2 3–


--- page 34 ---
Our total assets decreased by 3.2% from RMB17,375.1 million as of December 31, 2024
to RMB16,816.8 million as of March 31, 2025, primarily due to a decrease in inventories of
RMB483.4 million. Our total liabilities decreased by 23.5% from RMB4,104.8 million as of
December 31, 2024 to RMB3,140.1 million as of March 31, 2025, primarily due to (i) a
decrease in trade and bills payables of RMB424.8 million, and (ii) a decrease in other payables
and accruals of RMB392.1 million. Our net assets remained relatively stable at RMB13,270.3
million as of December 31, 2024 and RMB13,676.7 million as of March 31, 2025, respectively.
For the three months ended March 31, 2025, our net cash flows generated from operating
activities amounted to RMB659.6 million.
Our unaudited interim condensed consolidated financial information the three months
ended March 31, 2025 has been reviewed by our Reporting Accountants in accordance with
International Standard on Review Engagements 2410 “Review of Interim Financial
Information Performed by the Independent Auditor of the Entity” issued by the International
Auditing and Assurance Standards Board. For details, see Appendix IA to this prospectus.
No Material Adverse Change
Subsequent to the Track Record Period, we have continued to develop our business. 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 December 31, 2024,
being the end date of the periods reported in Appendix I to this Prospectus, and there has been
no event since December 31, 2024 which would materially affect the information shown in the
Accountants’ Report set out in Appendix I to this Prospectus.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commissions and other fees
incurred in connection with the Global Offering. We estimate that our listing expenses will be
approximately RMB131.6 million (assuming an Offer Price of HK$66.00 per Offer Share
(being the maximum Offer Price), and no exercise of the Over-allotment Option), representing
5.5% of the gross proceeds (based on the maximum Offer Price), and assuming that the
Over-Allotment Option is not exercised) of the Global Offering. We expect to incur listing
expenses of approximately RMB131.6 million, of which approximately RMB1.3 million is
expected to be recognized in the consolidated statements of profit or loss as administrative
expenses and approximately RMB130.3 million is expected to be recognized as a deduction in
equity directly upon the Listing. By nature, our listing expenses are composed of (i)
underwriting commission of approximately RMB92.3 million and (ii) non-underwriting-related
expenses of approximately RMB39.3 million, which consist of fees and expenses of legal
advisors and Reporting Accountants of approximately RMB25.6 million and other fees and
expenses of approximately RMB13.7 million.
SUMMARY
–2 4–


--- page 35 ---
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
the section headed “Glossary of Technical Terms” in this Prospectus.
“2023 Share Option Incentive
Plan”
the share option incentive plan approved and adopted by
the Shareholders on October 13, 2023, as amended,
supplemented or otherwise modified from time to time,
the principal terms of which are set out in “Statutory and
General information — 2023 Share Option Incentive
Plan” in Appendix IV to this Prospectus
“A Share(s)” ordinary share(s) issued by our Company with a nominal
value of RMB1.00 each, which is/are traded in Renminbi
and listed on the Shanghai Stock Exchange
“A Shareholders” holders of the A Share(s)
“Accountants’ Report” the accountants’ report prepared by Ernst & Y oung,
details of which are set out in Appendix I to this
Prospectus
“affiliate(s)” with respect to any specified person, any other person,
directly or indirectly, controlling or controlled by or
under direct or indirect common control with such
specified person
“AFRC” or “Accounting and
Financial Reporting Council”
The Accounting and Financial Reporting Council of
Hong Kong
“Articles of Association” or
“Articles”
the articles of association of our Company, as amended,
which shall become effective on the Listing Date, a
summary of which is set out in Appendix III to this
Prospectus
“associate(s)” has the meaning ascribed thereto under the Listing Rules
“Audit Committee” the audit committee of the Board
“Board” or “Board of Directors” the board of Directors of our Company
“Business Day” a day on which banks in Hong Kong are generally open
for normal banking business to the public and which is
not a Saturday, Sunday or public holiday in Hong Kong
DEFINITIONS
–2 5–


--- page 36 ---
“China”, “Mainland China” or
“PRC”
the People’s Republic of China, unless the context
requires otherwise, excluding, for the purposes of this
Prospectus only, the regions of Hong Kong, Macau and
Taiwan of the People’s Republic of China
“close associate(s)” has the meaning ascribed thereto under the Listing Rules
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of
Hong Kong) as amended, supplemented or otherwise
modified from time to time
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified
from time to time
“Company”, “our Company” or
“the Company”
Anjoy Foods Group Co., Ltd. (ʮ
̡) (formerly known as Fujian Anjoy Foods Co., Ltd. ( ၅
ʮ̡)), a PRC company established
as a limited liability company on December 24, 2001 with
the name of Xiamen Huashun Minsheng Food Co., Ltd.
(ʮ̡) and converted into a joint
stock limited company on March 7, 2011, the A Shares of
which have been listed on the Shanghai Stock Exchange
(stock code: 603345)
“Compliance Advisor” Ping An of China Capital (Hong Kong) Company Limited
“connected person(s)” has the meaning ascribed thereto under the Listing Rules
“connected transaction(s)” has the meaning ascribed thereto under the Listing Rules
“core connected person(s)” has the meaning ascribed thereto under the Listing Rules
“Corporate Governance Code” the Corporate Governance Code set out in Appendix C1
to the Listing Rules
“CSDCC” China Securities Depositary and Clearing Corporation
Limited (ப΂ʮ̡)
“CSRC” the China Securities Regulatory Commission ( ʕ਷ᗇՎ
ึ)
“Director(s)” or “our Director(s)” the director(s) of our Company
DEFINITIONS
–2 6–


--- page 37 ---
“ESG” Environmental, Social and Governance
“Extreme Conditions” extreme conditions in the case where a super typhoon or
other natural disaster of a substantial scale seriously
affects the working public’s ability to resume work or
brings safety concern for a prolonged period
“FINI” “Fast Interface for New Issuance,” an online platform
operated by HKSCC that is mandatory for admission to
trading and, where applicable, the collection and
processing of specified information on subscription in
and settlement for all new listings
“Group”, “our Group”, “we”
or “us”
our Company and our subsidiaries
“Guoli Minsheng” Fujian Guoli Minsheng Technology Development
Co., Ltd. (ʮ̡), a limited
liability company incorporated under the laws of PRC on
November 6, 2000, a promoter and a substantial
shareholder of the Company and our Single Largest
Shareholder
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Guide” the Guide for New Listing Applicants issued by the Stock
Exchange
“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
“H Shareholders” holders of the H Share(s)
“HK dollars” or “HK$” Hong Kong dollars, respectively, the lawful currency of
Hong Kong
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the
PRC
DEFINITIONS
–2 7–


--- page 38 ---
“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(s)” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“Hong Kong Offer Shares” The 3,999,500 H Shares being initially offered for
subscription in the Hong Kong Public Offering
“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares for subscription
by the public in Hong Kong at the Offer Price (plus
brokerage of 1%, SFC transaction levy of 0.0027%,
AFRC transaction levy of 0.00015% and Stock Exchange
trading fee of 0.00565%) on the terms and subject to the
conditions described in this Prospectus, as further
described in “Structure of the Global Offering — The
Hong Kong Public Offering”
DEFINITIONS
–2 8–


--- page 39 ---
“Hong Kong Stock Exchange”
or “Stock Exchange”
The Stock Exchange of Hong Kong Limited, a subsidiary
of Hong Kong Exchanges and Clearing Limited
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering as
listed in “Underwriting — Hong Kong Underwriters”
“Hong Kong Underwriting
Agreement”
the underwriting agreement, dated June 24, 2025 relating
to the Hong Kong Public Offering, entered into by,
among others, the Overall Coordinators, the Hong Kong
Underwriters and our Company, as further described in
the section headed “Underwriting — Underwriting
Arrangements and Expenses — Hong Kong Public
Offering — Hong Kong Underwriting Agreement”
“IFRS” International Financial Reporting Standards, which
include standards, amendments and interpretations
promulgated by the International Accounting Standards
and interpretation issued by the International Accounting
Standards Committee
“Independent Third Party(ies)” any entity(ies) or person(s) who is not a connected person
of our Company within the meaning of the Hong Kong
Listing Rules
“International Offer Shares” the 35,995,200 H Shares being initially offered for
subscription under the International Offering together,
where relevant, with any additional H Shares that may be
issued pursuant to any exercise of the Over-allotment
Option (subject to reallocation as described in “Structure
of the Global Offering”)
“International Offering” the conditional placing of the International Offer Shares
at the Offer Price outside the United States in offshore
transactions in accordance with Regulation S and in the
United States to QIBs only in reliance on Rule 144A or
any other available exemption from the registration
requirements under the U.S. Securities Act, as further
described in “Structure of the Global Offering”
“International Underwriters” the underwriters expected to enter into the International
Underwriting Agreement relating to the International
Offering
DEFINITIONS
–2 9–


--- page 40 ---
“International Underwriting
Agreement”
the international underwriting agreement, expected to be
entered into on or about July 2, 2025 relating to the
International Offering, by, among others, our Company,
the Overall Coordinators and the International
Underwriters in respect of the International Offering, as
further described in “Underwriting — International
Offering”
“Joint Bookrunners”, “Joint
Global Coordinators”, “Joint
Lead Managers”
the joint bookrunners, the joint global coordinators, and
the joint lead managers as named in “Directors,
Supervisors and Parties Involved in the Global Offering”
“Joint Sponsors” the joint sponsors as named in “Directors, Supervisors
and Parties Involved in the Global Offering”
“Latest Practicable Date” June 16, 2025, being the latest practicable date for the
purpose of ascertaining certain information contained in
this Prospectus prior to its publication
“Listing” listing of the H Shares on the Main Board of the Hong
Kong Stock Exchange
“Listing Committee” the Listing Committee of the Hong Kong Stock Exchange
“Listing Date” the date, expected to be on or about Friday, July 4, 2025,
on which our H Shares are listed and from which dealings
therein are permitted to take place on the Hong Kong
Stock Exchange
“Listing Rules” or “Hong Kong
Listing Rules”
the Rules Governing the Listing of Securities on the
Hong Kong Stock Exchange, as amended, supplemented
or otherwise modified from time to time
“Main Board” the stock exchange market (excluding the option market)
operated by the Hong Kong Stock Exchange which is
independent from and operated in parallel with GEM of
the Hong Kong Stock Exchange
“Nomination Committee” the nomination committee of the Board
“Overseas Listing Trial
Measures”
the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies ( ྤʫΆุ
ج)
DEFINITIONS
–3 0–


--- page 41 ---
“Offer Price” the final offer price per Offer Share (exclusive of
brokerage of 1%, SFC transaction levy of 0.0027%,
AFRC transaction levy of 0.00015% and Stock Exchange
trading fee of 0.00565%), expressed in Hong Kong
dollars, at which Hong Kong Offer Shares are to be
subscribed for pursuant to the Hong Kong Public
Offering and International Offer Shares are to be offered
pursuant to the International Offering, to be determined
as described in “Structure of the Global Offering —
Pricing and Allocation”
“Offer Share(s)” the Hong Kong Offer Shares and the International Offer
Shares, together, where relevant, with any additional H
Shares which may be issued by our Company pursuant to
the exercise of the Over-allotment Option
“Overall Coordinators” the overall coordinators as named in “Directors,
Supervisors and Parties Involved in the Global Offering”
“Over-allotment Option” the option expected to be granted by our Company to the
International Underwriters, exercisable by the Overall
Coordinators on behalf of the International Underwriters,
to require our Company to allot and issue up to 5,999,200
additional H Shares (representing in aggregate
approximately 15% of the Offer Shares initially being
offered under the Global Offering to the International
Underwriters to, among other things, cover over-
allocations in the International Offering, if any), details
of which are described in “Structure of the Global
Offering — Over Allotment Option”
“PRC Company Law” the Company Law of the People’s Republic of China ( ʕ
ج)
PRC Legal Advisor” Tian Y uan Law Firm, our legal advisor as to PRC laws
“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
DEFINITIONS
–3 1–


--- page 42 ---
“Price Determination Date” the date, expected to be on or before Wednesday, July 2,
2025 and in any event no later than 12:00 noon on
Wednesday, July 2, 2025, 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” each being a province or, where the context requires, a
provincial-level autonomous region or municipality
under the direct supervision of the central government of
the PRC
“QIB” a qualified institutional buyer within the meaning of Rule
144A
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration and Evaluation
Committee”
the remuneration and evaluation committee of the Board
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“Rule 144A” Rule 144A under the U.S. Securities Act
“Securities and Futures
Ordinance” or “SFO”
the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended, supplemented or
otherwise modified from time to time
“SFC” the Securities and Futures Commission of Hong Kong
“Shanghai-Hong Kong Stock
Connect”
a securities trading and clearing links program developed
by the Hong Kong Stock Exchange, Shanghai Stock
Exchange, HKSCC and CSDCC for the establishment of
mutual market access between Hong Kong and Shanghai,
including Southbound Trading and Northbound Trading
“Share(s)” ordinary share(s) in the capital of our Company with a
nominal value of RMB1.00 each, including A Shares and
H Shares
“Shareholder(s)” holder(s) of the Share(s)
DEFINITIONS
–3 2–


--- page 43 ---
“Shenzhen-Hong Kong Stock
Connect”
a securities trading and clearing links program to be
developed by the Hong Kong Stock Exchange, Shenzhen
Stock Exchange, HKSCC and CSDCC for the
establishment of mutual market access between Hong
Kong and Shenzhen
“Single Largest Shareholder” refers to Guoli Minsheng, see “Relationship with our
Single Largest Shareholder”
“Stabilizing Manager” Goldman Sachs (Asia) L.L.C.
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Strategy Committee” the strategy committee of the Board
“subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules
“substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules
“Supervisor(s)” member(s) of our Supervisory Committee
“Supervisory Committee” the supervisory committee of our Company
“Sustainability Committee” the sustainability committee of the Board
“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-back
issued by the SFC, as amended, supplemented or
otherwise modified from time to time
“Track Record Period” the financial years ended December 31, 2022, 2023 and
2024
“treasury share(s)” has the meaning ascribed thereto under the Listing Rules
“U.S.” or “United States” the United States of America, its territories, its
possessions and all areas subject to its jurisdiction
“U.S. dollar”, “US$” or “USD” United States dollar, the lawful currency of the United
States
“U.S. Securities Act” the United States Securities Act of 1933, as amended and
supplemented or otherwise modified from time to time,
and the rules and regulations promulgated thereunder
DEFINITIONS
–3 3–


--- page 44 ---
“White Form eIPO” the application for Hong Kong Offer Shares to be issued
in the applicant’s own name, submitted online through
the designated website of the White Form eIPO Service
Provider at www.eipo.com.hk
“White Form eIPO Service
Provider”
Computershare Hong Kong Investor Services Limited
“%” per cent
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.
For ease of reference, the names of Chinese laws and regulations, governmental
authorities, institutions, natural persons or other entities (including our subsidiary) have been
included in this Prospectus in both the Chinese and English languages and in the event of any
inconsistency, the Chinese versions shall prevail.
Unless otherwise stated, 1,160,900 repurchased A Shares which are held as treasury
shares by the Company as at the Latest Practicable Date have been included in the total
number of issued shares of the Company as at the Latest Practicable Date and immediately
after completion of the Global Offering. For details of the repurchased A Shares, see
“Appendix IV — Changes in the Share Capital of our Company.”
* For identification purpose only
DEFINITIONS
–3 4–


--- page 45 ---
This glossary of technical terms contains explanations of certain terms used in this
Prospectus in connection with our Group and our business. The meaning of these terms
may not necessarily correspond to standard industry meaning or the usage of these terms.
“app” a program designed to run on a mobile device or a
website
“Business Intelligence system” a comprehensive solution designed to effectively
integrate existing data within an enterprise, quickly and
accurately provide reports, and offer decision-making
support to help the enterprise make informed business
decisions
“CAGR ” compound annual growth rate
“CRM” customer relationship management
“EDI” electronic data interchange
“ERP” enterprise resource planning, a business process
management software that allows an organization to use
a system of integrated applications to manage the
business and digitalize back-office functions relating to
technology, services, and human resources
“first and second-tier cities ” for the purpose of this Prospectus, include Beijing,
Shanghai, Guangzhou, Shenzhen, Chengdu, Chongqing,
Hangzhou, Wuhan, Xi’an, Tianjin, Suzhou, Nanjing,
Zhengzhou, Changsha, Dongguan, Shenyang, Qingdao,
Hefei, Foshan, Ningbo, Kunming, Fuzhou, Wuxi,
Xiamen, Jinan, Dalian, Harbin, Wenzhou, Shijiazhuang,
Quanzhou, Nanning, Changchun, Nanchang, Guiyang,
Jinhua, Changzhou, Jiaxing, Nantong, Xuzhou, Taiyuan,
Zhuhai, Zhongshan, Baoding, Lanzhou, Taizhou,
Shaoxing, Y antai and Langfang
“GDP” gross domestic product
“HACCP ” Hazard Analysis Critical Control Points, a food safety
risk management system which focuses on identifying
and controlling food safety hazards
GLOSSARY OF TECHNICAL TERMS
–3 5–


--- page 46 ---
“ISO” the International Organization for Standardization, a
non-governmental organization based in Geneva,
Switzerland, for assessing the quality systems of business
organizations
“ISO 14001 ” a standard published by ISO, prescribing specific
requirements for an environmental management system
in an organization
“ISO 22000 ” a standard published by ISO, prescribing specific
requirements for a food safety management system in an
organization
“ISO 45001 ” a standard published by ISO, prescribing specific
requirements for an occupational health and safety
management system in an organization
“ISO 9001 ” a standard published by ISO, prescribing specific
requirements for a quality management system in an
organization
“IT” information technology
“KA-Link ” a digital tool designed to link us with supermarkets to
facilitate our cooperation
“lower-tier cities ” for the purpose of this Prospectus, all cities, suburban and
rural areas, as well as urban areas of the cities in China
that are not the first and second-tier cities
“malatang ” a popular street food and is commonly found in food
stalls and restaurants across China and in other countries
with Chinese communities
“MES” manufacturing execution system
“OA” office automation
“oden ” a traditional dish in which various ingredients are
simmered in soy sauce-flavored broth, and is commonly
found in convenience stores
“PLC” programmable logic controller
GLOSSARY OF TECHNICAL TERMS
–3 6–


--- page 47 ---
“R&D” research and development
“SRM” supplier relationship management
“sq.m. ” square meter
“surimi ” a paste primarily made from fish. It can also be used as
a primary ingredient of a number of East Asian foods
“TMS” transportation management system
“WMS” warehouse management system
GLOSSARY OF TECHNICAL TERMS
–3 7–


--- page 48 ---
We have included in this Prospectus forward-looking statements. Statements that are
not historical facts, including statements about our intentions, beliefs, expectations or
predictions for the future, are forward-looking statements.
This Prospectus contains certain forward-looking statements relating to our Company, our
subsidiaries and consolidated affiliated entities that are based on the beliefs of our management
as well as assumptions made by and information currently available to our management. When
used in this Prospectus, the words “aim”, “anticipate”, “believe”, “could”, “expect”, “going
forward”, “intend”, “may”, “ought to”, “plan”, “project”, “seek”, “should”, “will”, “would”
and the negative of these words and other similar expressions, as they relate to our Group or
our management, are intended to identify forward-looking statements. Such statements reflect
the current views of our management with respect to future events, operations, liquidity and
capital resources, some of which may not materialize or may change. These statements are
subject to certain risks, uncertainties and assumptions, including the other risk factors as
described in this Prospectus. Y ou are strongly cautioned that reliance on any forward-looking
statements involves known and unknown risks and uncertainties. The risks, uncertainties and
other factors facing our Group which could affect the accuracy of forward-looking statements
include, but are not limited to, the following:
 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;
 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
–3 8–


--- page 49 ---
An investment in our H Shares involves various risks. You should carefully consider
all the information in this Prospectus and in particular the risks and uncertainties
described below before making an investment in our Shares.
The occurrence of any of the following events could materially and adversely affect
our business, financial condition and results of operations. If any of these events occurs,
the trading price of our H Shares could decline and you may lose all or part of your
investment. You should seek professional advice from your relevant advisers regarding
your prospective investment in the context of your particular circumstances.
RISKS RELATING TO OUR INDUSTRY AND BUSINESS
Our business is subject to changes in customer tastes and market demand.
Our success is dependent on our ability to anticipate, recognize, comprehend and respond
to evolving customer tastes and market demand, which are subject to factors beyond our
control, such as changes in preferences and disposable income. We are committed to offering
a broad portfolio of quick-frozen food products, including quick-frozen flavored and processed
products, quick-frozen prepared dishes and quick-frozen flour and rice products, that align with
the evolving tastes and preferences of customers. We regularly introduce new products, such
as the Lock-Fresh product line, to meet these demands through continual market research,
involving stakeholders across our value chain and closely monitoring shifting market trends.
See “Business — Our Brands and Products.” However, introducing and developing new
products requires significant investment, and unsuccessful endeavors may result in additional
costs and impact on our overall business and financial performance. The end markets for our
products are characterized and defined by rapidly changing customer tastes and dining
preferences. Our success thus depends on the ability to adequately respond and adapt to
customer demand in a timely and cost-effective manner, through continual improvement of our
products and services. There is no guarantee that we will continue to successfully introduce
new products to the market or swiftly respond to changes in customer preferences, and failure
to adapt to market changes may have a material adverse effect on our business, financial
condition and results of operations.
RISK FACTORS
–3 9–


--- page 50 ---
We face significant competition in the industry in which we operate and if we are unable
to compete effectively, our business, financial condition and results of operations may be
materially and adversely affected.
The industry in which we operate is intensely competitive with respect to, among other
things, brand recognition, consistent food quality, services and prices. Our competitors come
from a variety of geographic markets, including domestic and international quick-frozen food
products providers. Many of our competitors provide products comparable to those we offer
and may further upgrade their products. Our competitors may have longer operating histories,
greater brand recognition, better supplier relationships, larger customer bases or greater
financial, technological or marketing resources than we do. As a result, our competitors may
be able to respond more quickly and effectively to new or changing opportunities,
technologies, standards or customer requirements than us and may have the ability to initiate
or adapt to significant industry evolution or regulatory changes. Our competitors may have
more advanced facilities or equipment, develop more advanced or efficient technologies,
acquire more customers, have more professional staff or offer more competitive prices.
Our ability to effectively compete will depend on various factors, including the successful
implementation of our development strategy and our ability to continuously source quality food
ingredients as raw materials, expand our product portfolio, and enhance our operational
efficiency. If we are unable to stay competitive or compete successfully with our competitors,
we may experience decreases in market share and sales volume, and may have to reduce our
prices or make other concessions, thereby materially and adversely affecting our business,
financial condition and results of operations.
Failure to develop and introduce new products could materially and adversely impact our
competitiveness, performance and prospects for future growth.
Our success depends to a large extent on our ability to provide customers with new,
attractive products tailored to their needs on a timely basis at favorable profit margins. By
closely monitoring market trends, soliciting feedback from customers and leveraging industry
insights, we strive to maximize the likelihood of developing successful and popular products.
We have placed significant emphasis on developing our products, recognizing that continuous
product development is crucial for meeting the evolving preferences and standards of
customers. For example, we made certain investment in R&D and marketing in relation to our
Lock-Fresh product line. See “Business — Our Brands and Products — Category Leading
Products.” In 2022, 2023 and 2024, our research and development expenses amounted to
RMB93.3 million, RMB94.5 million and RMB97.2 million, respectively. We may continue
investing resources in R&D in order to offer products with high quality and moderate prices
as well as remain competitive in this rapidly evolving industry.
RISK FACTORS
–4 0–


--- page 51 ---
However, the process of developing and introducing new products is complex and
uncertain. In addition, the commercial success of new products is subject to many factors that
are not entirely within our control, including our ability to carry out effective and efficient
analysis of market demand, deliver the products in a timely manner and offer satisfactory
after-sales services for new products. If our new products cannot achieve commercially
sustainable results, we may be unable to achieve the desired revenue and profit return, or even
recoup initial investments. We may also sell new products to new markets, the success of which
is dependent on various factors such as market conditions, competition landscape, regulatory
environment, supply chain, customer demand and the positioning of our new products, as well
as our ability to offer such products at competitive terms and prices. There can be no assurance
that we will be able to successfully satisfy customer demand on a sustainable and profitable
basis.
We rely on distributors to place our products into the market and we may not be able to
manage our distributors effectively.
Our distributors are an important part of our sales network. As of December 31, 2022,
2023 and 2024, there were 1,836, 1,964 and 2,017 distributors in our distribution network,
respectively, and the revenue from sales to distributors accounted for 80.6%, 81.1% and 81.9%
of our total revenue, respectively. Although we will continue to grow our revenue from sales
to key accounts, targeted enterprise customers, new retail and e-commerce platforms in the
future, we expect that our distributors will remain an important component of our sales
network. See “Business — Sales Network — Distributors.”
Our distributors may not be able to market and sell our products successfully or maintain
their competitiveness as a result of various factors. If the sales volumes of our products are not
maintained at a satisfactory level, our distributors may not place orders for our new products,
may reduce orders for our existing products or ask for a discount on the purchase price. The
loss of our distributors or reduced orders from them could materially and adversely affect our
sales volume and revenue.
In addition, while we enter into distribution agreements with our distributors, we cannot
ensure strict adherence to agreement terms or immediate detection of contractual breach.
Contractual breach by our distributors, including failing to fulfill their obligations or violating
the terms of contracts such as engaging in cross-channel or cross-region sales, may cause
cannibalization and unhealthy competition which could have negative consequences for our
business. These consequences may include reputational damage, reduced sales volumes, costly
litigation or additional costs incurred in finding replacement distributors due to early
termination. If we fail to successfully maintain our relationships with a certain number of
distributors or our distributors fail to operate successfully, our ability to effectively sell our
products could be materially and negatively impacted.
RISK FACTORS
–4 1–


--- page 52 ---
Our business depends on brand recognition. Any failure to maintain or effectively
promote our brands could materially and adversely impact our business, financial
condition and results of operations.
We believe that our “Anjoy” trademark and brand name have played a crucial role in our
business growth and success, gaining recognition among customers, end customers and
suppliers. We also use other trademarks and brand names to market our quick-frozen food
products. As a result, it is essential for us to maintain and improve our brand recognition and
image, as this allows us to distinguish our products and remain competitive in the market.
The factors that are crucial for us to maintain and enhance the awareness, recognition and
popularity of our brands include, but are not limited to, the following:
 maintaining the desirable tastes, high quality and safety of our products, and our
diversified product portfolio;
 increasing brand awareness through marketing and brand promotion activities;
 maintaining stable relationships with our suppliers, distributors, key accounts,
targeted enterprise customers as well as new retail and e-commerce platforms;
 maintaining or improving customer satisfaction with our products; and
 ensuring compliance with relevant laws and regulations.
As we continue to expand business scale, extend our geographic reach and enrich our
product portfolio, it may become difficult for us to achieve the above factors. Moreover, our
brand reputation and image could be negatively impacted by unfavorable publicity, including
product liability claims, legal disputes, customer complaints or negative product reviews,
regardless of their validity. Should we fail to maintain our brand awareness, recognition and
popularity in existing markets, or struggle to establish our brands in new markets, our business,
financial condition and results of operations may be materially and adversely affected.
Any failure to maintain our product quality or food safety could have a material adverse
effect on our business, financial condition and results of operations.
The safety and quality of our products is crucial to our overall success and reputation.
Consistently maintaining food safety and quality relies on the effectiveness of our quality
control systems. Our products generally reach end customers after various phases, including
transportation, warehousing and delivery. As such, our food safety and product quality are
affected by various factors, including the quality of raw materials, hygiene of production
facilities and the methods we use to store and transport our products. We cannot assure you that
we will be able to effectively detect and avoid all food safety-related incidents, which may
materially and adversely affect our business, financial condition and results of operations. We
RISK FACTORS
–4 2–


--- page 53 ---
implement comprehensive testing procedures throughout our production process. However, any
failure in maintaining these rigorous testing standards or obtaining accurate test results could
materially and adversely affect our product quality assurance.
In addition, we are also required to comply with the laws and regulations related to food
safety and product quality. If we fail to detect safety or quality issues or if we are found to be
in violation of the laws and regulations, we may be subject to liability claims, reduced
customer satisfaction and the imposition of penalties by relevant authorities, which could in
turn affect our long-term success.
Failure to procure raw materials that are consistent with our requirements or standards
in a timely manner, or at all, may materially and adversely affect our business, financial
condition and results of operations.
Procuring safe and quality food ingredients at competitive prices and in a timely manner
is crucial for our business. The ability to maintain consistent food safety and quality across our
product offerings relies on sourcing from reliable suppliers that meet our quality specifications
and can provide sufficient quantities of ingredients. We cannot guarantee that our current
suppliers will consistently meet our stringent quality control requirements in the future.
The availability, variety and prices of food ingredients are subject to fluctuations and
volatility influenced by factors beyond our control including, among others, seasonal
variations, climate conditions, natural disasters, general economic conditions, global demand,
government policies and regulations, and exchange rate fluctuations. These circumstances
could reduce our suppliers’ ability to maintain the same level of product quality and quantity
at reasonable prices in the future. Additionally, they may face increased production costs,
rising labor expenses and other costs that they may pass on to us, potentially leading to higher
costs for the goods supplied. As such, we cannot guarantee that we will be able to maintain
consistently favorable procurement prices for our food ingredients. While we expect our
suppliers to comply with their contracts, there may be contingent failures or delays in their
performance of contracts. Occurrences of incidents or events beyond their control may also be
obstacles to them fulfilling their obligations.
In addition, our relationships with suppliers may deteriorate or become unstable. If any
of our suppliers fail to perform adequately or cannot provide quality food ingredients to us at
reasonable prices and in a timely manner, we cannot guarantee that we are able to secure
alternative suppliers on favorable terms in a timely manner or at all. Such a failure could
increase our food costs, lead to ingredient shortages, and potentially require us to substitute
certain ingredients, which could impact the taste of our products. Significant changes in
product taste could result in a significant reduction in revenue during the affected period and
materially and adversely affect our business, financial condition and results of operations.
RISK FACTORS
–4 3–


--- page 54 ---
Failure to maintain competitive pricing strategies may have a material adverse effect on
our business, financial condition and results of operations.
Our primary objective is to provide customers with quality quick-frozen food products at
competitive prices. To achieve this, we rely on comprehensive market research and competitive
analysis to determine our pricing strategy. We consider multiple factors and carefully tailor our
pricing to meet the diverse needs of our customer base. See “Business — Sales Network —
Pricing Policy”. However, we cannot guarantee the consistent adoption of a competitive
pricing strategy for our products. Market research results may occasionally prove inaccurate
feedback, leading to a misalignment between our pricing strategy and market trends. This
misalignment can diminish our profit margins and dampen sales volumes and revenue. Even if
we initially price our products appropriately, we may find it necessary to offer discounts to
enhance brand awareness and drive sales.
Any failure to execute effective sales and marketing strategies or adjust such strategies
according to market changes may materially and adversely affect our business, financial
condition and results of operations.
We aim to increase the sales of our products, achieve broader market acceptance, and
maintain customer loyalty, which, to some extent, will depend on the successful execution of
our sales and marketing strategy. During the Track Record Period, we invested resources
primarily in strengthening brand image and product visibility. See “Business — Branding and
Marketing.” Our selling and distribution expenses amounted to RMB873.0 million, RMB925.8
million and RMB986.2 million in 2022, 2023 and 2024, respectively.
In particular, for new products, we may conduct promotional activities and incur sales and
marketing expenditure to stimulate customer demand after the product launch, which may
affect our profitability. Going forward, we plan to continually invest in brand promotion
activities to further enhance customer awareness of our brand. However, we cannot assure you
that our sales and marketing strategies will always be effective. Any failure to execute our sales
and marketing strategies in a cost-effective manner could have a negative impact on our
profitability. In addition, we may need to adjust our sales and marketing strategies in response
to the debut of new products or rapid changes in customer preferences and demand in the
quick-frozen food industry. Failure to do so in a timely manner may result in a decline in
product sales and market share. Both of these could have a material adverse effect on our
business, financial condition and results of operations.
Moreover, as customer preferences change over time and new sales channels emerge, we
might not be able to promptly identify or capitalize on such market opportunities. Any failure
in hiring and retaining qualified sales and marketing personnel to execute our strategies
effectively or timely adjusting our strategies to respond to market trends may result in a loss
of market share, decrease in revenue and damage to our business.
RISK FACTORS
–4 4–


--- page 55 ---
Our success depends on our key management and other highly qualified personnel with
specialized skills and industry knowledge.
Our future success is reliant on the continuous and reliable performance of our key
management and other highly qualified personnel who play a crucial role in successfully
implementing our growth strategy and maintaining our brand’s strength. Our ability to compete
effectively depends to some extent on our ability to retain and motivate existing key
management and other highly qualified personnel, and attract new ones. We may need to offer
higher compensation and other benefits to attract and retain key personnel, and our
compensation and benefits payments may increase unexpectedly or at a rate greater than
expected. If we lose the services of any member of our management or qualified personnel we
may not be able to locate suitable or qualified replacements in a timely manner and/or at
reasonable cost, or at all. Our failure to attract and retain key management or qualified
personnel and any increase in employee benefit expenses to retain such personnel could have
a negative impact on our ability to maintain our competitive position and grow our business,
and may have a material adverse effect on our business, financial condition and results of
operations.
Our key employees are subject to confidentiality terms and non-compete arrangements.
However, we cannot guarantee that such terms or arrangements can be fully enforced. If any
of our management or other key personnel joins or establishes a competing business we may
lose some of our customers, which may have a material adverse effect on our business,
financial condition and results of operations.
We may face inadequate production capacity issues and if we fail to effectively implement
our future production expansion plans, our results of operation may be materially and
adversely affected.
As of December 31, 2024, we operated 12 domestic production bases and one overseas
production base. Our geographically dispersed production network exposes us to risks
including coordinating production across locations, maintaining consistent quality standards
across bases and managing regional operational variations. See “Business — Production.” The
demand for and sales of certain products may sharply increase during our marketing campaigns
and peak production seasons, which in turn may cause production capacity to be unable to
satisfy sales requirements. We cannot guarantee that the existing capacity of our production
bases will meet market demand in the future and our production capacity may at times be
insufficient.
RISK FACTORS
–4 5–


--- page 56 ---
We aim to expand our production capacity in line with the growth of our business to
facilitate our long-term business development to meet growing customer demand. See
“Business — Production — Our Production Bases.” The feasibility of our production
expansion plan is limited by various factors, such as (i) the availability of suitable locations
to establish production premises, (ii) the location of convenient logistics for new production
bases, (iii) the availability of adequate management and financial resources and (iv) our ability
to hire, train and retain skilled personnel. We may have initially invested significant resources
in planning, locating, negotiations and construction, and failure to achieve our production
expansion plan may cause us to be unable to satisfy customers’ demand and recoup the costs
incurred, and may hinder our business prospects. The delay or cancellation of our expansion
could also subject us to disputes with various counterparties including, but not limited to,
general contractors and subcontractors, equipment suppliers, financiers and relevant
governmental authorities. As a consequence, our business, financial condition and results of
operations may be materially and adversely affected.
In addition, to achieve our expansion plan and optimize our production efficiency, we
continue to upgrade our existing equipment, purchase new production equipment and improve
production techniques. We also allocate human resources and other resources to managing
these operational needs. We cannot guarantee that such investments, maintenance and upgrades
can be carried out successfully or generate positive cash flows or profitable returns within a
short period of time, or at all. Such investments, maintenance and upgrades may become
ineffective or obsolete as a result of updates in technology or industry standards, which could
result in a material adverse effect on our business, financial condition and results of operations.
Moreover, our production and operations rely on a consistent and sufficient supply of
utilities, including electricity, water, and gas. Any disruptions in the supply of electricity,
water, or gas could halt our production and potentially lead to the loss of our products. This,
in turn, could impair our ability to meet sales orders and negatively affect our business
operations. Any mechanical failures or even prolonged mechanical maintenance could disrupt
our production process and lead to additional costs for repairs or replacements. There is no
guarantee that we could always maintain the efficient operation of our production bases. Any
such disruptions could adversely affect our business and financial performance. Events such as
stoppages, fires, earthquakes, natural disasters, pandemics, extreme weather conditions, force
majeure or other calamities at or near our facilities could significantly disrupt our operations.
Any failure to implement adequate measures to mitigate the impact caused by these unforeseen
events, or to effectively respond to such events, could harm our business, financial stability,
and operational results. Although our production and operating activities or financial
performance had not been affected by such incidents during the Track Record Period and up
to the Latest Practicable Date, they may cause interruption of our production in the future, and
may materially and adversely affect our business, financial condition and results of operations.
RISK FACTORS
–4 6–


--- page 57 ---
We may encounter difficulties in maintaining, optimizing or expanding our sales network,
and may not be able to effectively manage any overlap or potential competition among our
distributors and across different sales channels.
We have established a multichannel sales network across the national market, including
distributors, key accounts, targeted enterprise customers, new retail and e-commerce platforms.
While developing and managing strong relationships with our business partners across these
various channels is a priority for us, we cannot guarantee long-term and in-depth cooperation
with our existing sales channels. If we fail to meet their expectations, our cooperation may be
terminated. Such termination could adversely impact our access to end customers, business,
financial condition and results of operations. Furthermore, as part of our growth strategy, we
are continually expanding into new sales channels. However, establishing relationships with
new business partners can be time-consuming and may involve additional costs. The failure to
successfully expand into new sales channels could result in a loss of competitive advantages
to competitors or lead to customer attrition, limiting our future development potential.
Successfully integrating new channels into our existing multichannel sales network depends on
several factors including, among others, the availability of sufficient management and financial
resources, the ability to recruit, train, and retain skilled personnel, and the capacity to adjust
our supply chain and other operational systems to accommodate the expansion of sales
network. Failure to effectively expand our sales network could curtail the scale of our future
growth and have a material adverse impact on our business prospects.
We cannot guarantee that our measures to manage overlap or potential competition among
our sales channels will be effective. As a result, the expansion of our sales network may not
lead to proportionate expansion of our revenue. Furthermore, adverse competition and
cannibalization among our sales channels may have a negative impact on the stability of our
sales network, which may have a material and adverse effect on our business, financial
condition and results of operations.
We rely on our business partners and third-party service providers.
Strategic business relationships are, and will continue to be, an important factor in the
growth and success of our business. We have alliances and partnerships with other companies
to enhance our commercialization capabilities. In addition, we need to continue to identify and
negotiate opportunities to collaborate with other industry participants, such as those who can
provide contract manufacture and logistics services. If we are unable to maintain the existing
relationships with our business partners, or if we fail to identify and negotiate additional
relationships that are essential to our future expansion or success on commercially acceptable
terms or at all, we may incur increased costs to develop and provide these capabilities on our
own, and our business, financial condition and results of operations could be materially and
adversely affected. However, collaboration with third parties is subject to challenges and risks,
some of which are beyond our control. There is also risk of potential disputes with partners in
the future. Moreover, if our existing partner agreements were to be terminated, we may be
unable to timely find alternative agreements on terms and conditions commercially acceptable
to us. Any of the foregoing could materially and adversely affect our business, financial
condition and results of operations.
RISK FACTORS
–4 7–


--- page 58 ---
In addition, we work with a broad range of third-party service providers. These third
parties are subject to risks similar to ours relating to business interruption, systems and
employee failures, and cybersecurity and data protection, and are also subject to their own
legal, regulatory and market risks. While we have procedures in place for assessing risks along
with selecting, managing and monitoring our relationships with third-party service providers,
suppliers and business partners, we do not have control over their business operations or
governance and compliance systems, practices and procedures, which may increase our
financial, legal, operational and reputational risk. If we are unable to effectively manage our
relationships with third-party service providers, suppliers and business partners, or for any
reason our third-party service providers, suppliers or business partners fail to satisfactorily
fulfill their commitments and responsibilities, our business, financial condition and results of
operations could suffer. Upon expiry of existing contracts with third parties, we may not be
able to renew such contracts on terms commercially favorable to us, if at all, or find an
appropriate substitute in a timely manner, in which case our business, financial condition and
results of operations may be materially and adversely affected.
We rely on third-party logistics providers to deliver our products, and risks associated
with logistics may adversely impact our business, financial condition and results of
operations.
We partner with third-party providers of logistics services to deliver our products
efficiently. In 2022, 2023 and 2024, our logistics costs amounted to RMB241.7 million,
RMB266.4 million and RMB241.0 million, respectively, representing 2.5%, 2.5% and 2.1% of
our total cost of sales, respectively. To ensure the optimized quality and condition of our
products, we have set standards to the third-party providers of logistics. See “Business —
Logistics, Warehousing and Inventory Management.” Notably, our business depends heavily on
maintaining an uninterrupted cold chain, with temperature-controlled environments required
throughout our storage and distribution network. Any disruption to our cold chain
infrastructure, including equipment malfunction, power outages at cold storage facilities or
failure of temperature monitoring systems could lead to product spoilage and inventory losses.
In addition, we cannot guarantee that the third-party logistics providers will always be able to
satisfy our quality control requirements.
The services provided by our third-party logistics providers may be suspended, canceled
or delayed for various reasons beyond our control, including improper handling by our logistics
service providers, labor disputes or strikes, acts of war or terrorism, outbreaks of epidemics,
earthquakes and other natural disasters, which could cause interruption to the sales or delivery
of our products. Disputes with or a termination of our contractual relationships with one or
more of our logistics companies could result in delayed delivery of products or increased costs.
Failure to maintain or develop good relationships with logistics companies or find suitable
replacements in a timely manner may inhibit our ability to offer products in sufficient
quantities, on a timely basis or at prices acceptable to our customers. In addition, any improper
handling of our products by the logistics providers could also result in product damage, which
may in turn lead to product recalls, product liabilities, increased costs and damage to our
reputation, which may in turn materially and adversely affect our business, financial condition
RISK FACTORS
–4 8–


--- page 59 ---
and results of operations. Any increase in the service costs of our logistics providers may also
lead to an increase to our logistic expenses, which may in turn negatively affect our business,
financial condition and results of operations.
We may be susceptible to industry-wide food safety concerns, which could impose a
material and adverse impact on our business, financial condition and results of operations
even though such concerns are not attributable to our fault.
The food industry is subject to concerns over food safety and quality. There have been
various reports and negative news in relation to food safety and quality incidents in the food
industry in the past. Even though the reports and allegations were not targeted at us, the food
industry could be negatively impacted by such incidents. The following downturn in the whole
industry could take a long time to recover. A public perception that we, or other industry
participants, do not provide satisfactory products with safety and quality, even if factually
incorrect or based on isolated incidents, could damage our reputation, diminish the value of our
brand, undermine the trust and credibility we have established and have a negative impact on
our ability to attract and retain customers, and our business, financial condition and results of
operations may be materially and adversely affected.
Outbreaks of African Swine Fever and food-borne illnesses may materially and adversely
affect our production and demand for our products.
Our business is susceptible to animal health and control diseases in relation to our raw
materials. For example, an occurrence of swine diseases, such as African Swine Fever (“ ASF”),
or any outbreak of other serious animal diseases or epidemics, might adversely impact our
production and consumer confidence in our operation. While ASF is not a human health threat,
it is a dreadful disease in pigs and can cause massive deaths of pigs in a short period of time.
The outbreak of such disease may materially and adversely affect the supply of pork and other
raw materials we need in our production. Our reliance on third-party raw materials suppliers
increases the risk of food-borne illness incidents which could be caused by these suppliers and
are outside of our control. The recurrence of epidemics and diseases such as ASF may cause
severe disruption to our supply and we cannot guarantee that we will be able to find similar
supplies at similar prices within a reasonable time, which in turn may materially and adversely
affect our business, financial condition and results of operations.
In addition, we cannot guarantee that our internal control measures and training will be
fully effective in preventing all food-borne illnesses. Furthermore, reports in the media of
instances of food-borne illnesses could, if highly publicized, negatively affect our industry
overall and us.
RISK FACTORS
–4 9–


--- page 60 ---
Any failure to offer quality after-sales services may materially and adversely affect our
business, financial condition and results of operations.
As we continue to grow our operations and support our customer base, we need to be able
to continue to provide quality after-sales services. We may be unable to modify the future scope
of our after-sales support to compete with changes in the after-sales services provided by our
competitors. If we are unable to provide efficient after-sales services, our business may be
harmed. Our ability to attract new customers is dependent on our business reputation and on
positive recommendations from our existing customers. Any failure to offer quality support
services, or a market perception that we do not offer quality support services, would harm our
business.
According to the distribution agreements, distributors are generally not allowed to return
our products after receipt other than for limited reasons such as defective products, in which
case we will be responsible for the costs incurred from product return. See “Business —
After-Sales Service — Product Return and Recalls.” If we experience any deterioration in the
quality of our products, we will incur higher costs associated with product returns. For our
certain customers, we allow product returns that have not been sold to end-customer. We may
also be required by law to adopt new or amend existing product return policies from time to
time. While these policies improve customers’ experience and promote their loyalty, which
may in turn help us acquire and retain customers, they also subject us to additional costs and
expenses which we may not recoup through increased revenue. We cannot guarantee that our
product return policy will not be misused, which may increase our costs and may materially
and adversely affect our business, financial condition and results of operations. If we revise
these policies to reduce our costs and expenses, our customers may be dissatisfied, which may
result in the loss of existing customers or failure to acquire new ones at the pace desired, which
may materially and adversely affect our business, financial condition and results of operations.
Any reduction or discontinuation of the government grants or preferential tax treatment
may adversely impact our business, financial condition and results of operations.
During the Track Record Period, we benefited from certain government grants. During the
Track Record Period, the government grants related to income have been received to reward
for our contribution to the local economic growth. We also received certain government grants
related to the investments in fixed assets. In 2022, 2023, 2024, we received government grants
of RMB128.3 million, RMB141.0 million and RMB74.8 million, respectively. However, we
may not be able to continue to enjoy similar government grants in the future.
In addition, we and some of our subsidiaries are entitled to preferential tax treatment. See
“Financial Information — Description of Major Components of Our Results of Operations —
Income Tax Expense.” Preferential tax treatments granted to us by PRC governmental
authorities are subject to review and may be adjusted or revoked at any time in the future. We
cannot guarantee that the preferential tax treatments to which our PRC subsidiaries are
currently entitled will be successfully renewed. There can be no assurance that the local tax
RISK FACTORS
–5 0–


--- page 61 ---
authorities will not, in the future, change their position and discontinue any of our current tax
treatments. The discontinuation of any of our current tax treatments could materially increase
our tax obligations and adversely impact our net income.
If we fail to effectively manage our inventory, our business, financial condition and results
of operations may be materially and adversely affected.
Our inventory primarily includes finished goods, raw materials and goods in transit. As
of December 31, 2022, 2023 and 2024, we had inventories of RMB3,136.8 million,
RMB3,566.7 million and RMB3,284.6 million, respectively. Maintaining an optimal level of
inventory is important for the success of our business. We consider factors such as historical
data, number of orders from customers and assessment of customer demand, so as to arrange
production and maintain a reasonable level of inventory. Nevertheless, we cannot guarantee
that such policies will continue to be extensive in managing our inventory risk.
Meanwhile, we may be exposed to inventory obsolescence and inventory shortage risks
as a result of a variety of factors beyond our control, including but not limited to, changes of
customer needs and the inherent uncertainty of the success of product launches. Inventory
levels in excess of demand may result in inventory write-offs, which would have an adverse
effect on our profitability. Our provision for impairment of inventories amounted to RMB44.8
million, RMB35.4 million and RMB21.2 million as of December 31, 2022, 2023 and 2024,
respectively. We may misjudge market demand. If we underestimate the demand for our
products, we may not be able to produce a sufficient number of products to meet such
unanticipated demand, which could result in delays in the delivery of our products. Any of the
above may materially and adversely affect our business, financial condition and results of
operations. As we plan to continue to expand our offerings, we may continue to face challenges
in effectively managing our inventory.
We are exposed to changes in our financial assets at fair value through profit or loss
(“FVTPL”).
Our results of operations are affected by changes in our financial assets at FVTPL. As of
December 31, 2022, 2023 and 2024, our financial assets at FVTPL amounted to RMB672.3
million, RMB1,033.2 million and RMB3,321.2 million, respectively. The fair values of wealth
management products included in financial assets at fair value through profit or loss have been
estimated using a discounted cash flow valuation model based on the market interest rates of
instruments with similar terms and risks. Factors beyond our control, including but not limited
to, general economic conditions, changes in market interest rates and stability of the capital
markets, can influence and cause adverse changes to the estimates we use, and thereby affect
the fair value. The investment income on financial assets at FVTPL is recorded under other
income and gains, net in our profit or loss. In 2022, 2023 and 2024, we recorded unrealized fair
value gains on financial assets at FVTPL of RMB2.5 million, RMB9.2 million and RMB16.7
million, respectively. With the fluctuation of changes in fair value of financial assets at FVTPL,
we may not generate fair value gain in the future, which may materially affect our business,
financial condition and results of operations.
RISK FACTORS
–5 1–


--- page 62 ---
We may be exposed to credit risks related to our trade receivables and bills receivables.
We have established various contractual arrangements with different counterparties as
part of our regular business operations. We generally assess the business relationship and credit
background of our customers before granting them a credit term. As of December 31, 2022,
2023 and 2024, our trade and bills receivables amounted to RMB737.0 million, RMB572.1
million and RMB626.1 million, respectively. However, we cannot guarantee that our customers
or other parties will make timely payments to us. Delays in payment from these entities may
negatively impact our liquidity position and working capital efficiency, increase finance costs,
and adversely affect our business operations and financial performance. Our trade and bills
receivables turnover days were 19.3 days, 17.1 days and 14.5 days in 2022, 2023 and 2024,
respectively. For certain customers, such as our distributors, we have engaged in credit sales
with them during the Track Record Period and we usually grant credit terms of 30 days. In
addition, we impose a credit limit on such customers. Our management regularly reviews the
recoverability of overdue balances for trade and bills receivables and may provide for
impairment when appropriate. We cannot guarantee that all of our counterparties are
creditworthy and reputable and will not default on us in the future, despite our efforts to
conduct credit assessments on them. As a result, we are exposed to risks that our counterparties
may fail to fulfill their obligations to us under our contracts.
We recognized a certain scale of goodwill during the Track Record Period. If we
determine our goodwill to be impaired, it would adversely affect our financial condition
and results of operations.
Our goodwill amounted to RMB806.5 million, RMB770.4 million and RMB739.1 million
as of December 31, 2022, 2023 and 2024, respectively. Goodwill arising on acquisition of
businesses is measured at cost less accumulated impairment losses. We generally determine
whether goodwill is impaired on an annual basis. In evaluating the potential for impairment of
goodwill, our management makes a number of assumptions, such as the continuity of the
acquired businesses, their future operating performance, business trends, and market and
economic conditions. This requires us to make subjective assumptions, and there are inherent
uncertainties relating to this analysis and our management’s judgment in assessing the
recoverability of the goodwill. If any of the assumptions does not materialize, or if the
performance of the acquired business is not consistent with such assumptions, we may be
required to write-off part or all of our goodwill and record an impairment loss. Any significant
impairment of goodwill could substantially affect our reported earnings in the periods when
recognized. In addition, impairment charges would negatively affect our financial ratios which
may limit our ability to obtain external financings.
We are subject to various risks relating to third-party payments.
During the Track Record Period, certain of our customers settled payments with us
through third-party payment arrangements (the “ Third-Party Payment Arrangements ”). In
2022, 2023 and 2024, the aggregate amount settled with the Relevant Customers under the
Third-Party Payment Arrangements, except for those settled through the accounts of the
RISK FACTORS
–5 2–


--- page 63 ---
operators (or their spouses) in the case of sole proprietorships, was RMB814.9 million,
RMB946.0 million and RMB172.5 million, respectively, representing 6.7%, 6.8% and 1.2% of
our total revenue for the same periods. The aggregate amount settled with all Relevant
Customers under the Third-Party Payment Arrangement was RMB4,640.2 million,
RMB4,867.6 million and RMB2,491.7 million, respectively, representing 38.3%, 34.9% and
16.6% of our total revenue for the same periods. See “Business — Our Customers —
Third-Party Payment Arrangements.” We are subject to various risks relating to such
Third-party Payment Arrangements, including possible claims from third-party payers for the
return of funds, and possible claims from liquidators of third-party payers. In the event of any
claims from third-party payers or their liquidators, or legal proceedings (whether civil or
criminal) instituted or brought against us in respect of third-party payments, we may have to
expend financial and managerial resources to defend against such claims and legal
proceedings, and our business, financial condition and results of operations may as a result be
adversely affected.
We have granted, and may continue to grant, share incentives, which may result in
increased share-based payment expenses and affect our financial condition and results of
operations.
We adopted share incentive plans, including restricted A-share incentive schemes and a
share option scheme, for the purpose of motivating our Directors and key personnel as well as
providing incentives and rewards for eligible participants who contribute to the success of our
operations. We recognized share-based payment expenses of RMB33.5 million, RMB19.2
million and RMB100.8 million in statement of profit or loss in 2022, 2023 and 2024,
respectively. For details, see Note 34 to the Accountants’ Report in Appendix I to this
Prospectus.
We may incur additional share-based payment expenses if we grant share incentives in the
future. We believe the adoption of share incentive plans is of significant importance to our
ability to attract and retain key personnel and employees, and we may continue to do so in the
future. As a result, our share-based payment expenses may increase, which may have an
adverse effect on our results of operations.
Our business, financial condition and results of operations are subject to seasonal
fluctuations.
Our business and operating results are subject to seasonal fluctuations because of several
factors, including weather and holidays. We typically experience sales peaks during winter. In
particular, we generate a substantial portion of our revenue from sales of quick-frozen food
products, such as fish tofu, fish balls, stuffed meat balls as well as beef and lamb rolls, which
are generally more popular during cold seasons. See “Financial Information — Major Factors
Affecting Our Results of Operations — Seasonality.” If we are unable to increase our
production capacity to meet seasonal demand, we may lose potential sales and our customers
may seek other sources to meet their needs. If we are unable to manage our production capacity
RISK FACTORS
–5 3–


--- page 64 ---
during a seasonal or market-related downturn in demand, we may be unable to control costs.
Our inability to react to changes in seasonal or cyclical demand on a timely basis may have a
material adverse effect on our business, financial condition and results of operations.
We may infringe intellectual property rights of third parties, which can lead to
time-consuming and costly intellectual property infringement claims.
We cannot be certain that our operations or any aspects of our business do not or will not
infringe upon or otherwise violate trademarks, patents, copyrights, know-how or other IP rights
held by third parties. We may also, from time to time in the future, be subject to legal
proceedings and claims relating to the IP rights of others. In addition, there may be third-party
trademarks, patents, copyrights, know-how or other IP rights that are infringed upon by our
products, services or other aspects of our business without our knowledge. Holders of such IP
rights may seek to enforce such IP rights against us in the PRC or other jurisdictions. If any
third-party infringement claims are brought against us, we may be forced to divert our
management’s time and other resources from our business and operations to defend these
claims, regardless of their merits.
If we were found to have violated the IP rights of others, we may be subject to liability
for our infringement activities or may be prohibited from using such intellectual properties, and
we may incur licensing fees or be forced to develop alternatives of our own. As a result, our
business, financial condition and results of operations may be materially and adversely
affected.
We may not be able to protect our intellectual property rights, and our ability to compete
could be harmed if our intellectual property rights are infringed by third parties.
We cannot guarantee that we can prevent third parties from infringing upon our IP rights.
Unauthorized use of our IP , unfair competition, defamation or other violations of our rights by
our users, employees and/or third parties may harm our brand and reputation, and the expenses
incurred in protecting our IP rights may materially and adversely affect our business. We may,
from time to time, be required to institute litigation, arbitration or other proceedings to enforce
our IP rights, which would likely be time-consuming and expensive to resolve and would divert
our management’s time and attention regardless of its outcome, materially and adversely
affecting our business, financial condition and results of operations.
Our measures to enforce or defend our IP rights may not always be successful. Preventing
any unauthorized use of our intellectual properties is difficult and costly and the steps we take
may be inadequate to prevent the misappropriation of our intellectual properties. In the event
that we resort to litigation to enforce our IP rights, such litigation could result in substantial
costs and a diversion of our managerial and financial resources. In addition, our trade secrets
may be leaked or otherwise become available to, or be independently discovered by, our
competitors. Any failure in protecting or enforcing our IP rights may have a material and
adverse effect on our business, financial condition and results of operations.
RISK FACTORS
–5 4–


--- page 65 ---
Any failure or perceived failure to comply with data security laws, or other concerns
about our practices or policies with respect the collection, use, storage, retention, transfer,
disclosure and other processing of data, could subject us to potential liabilities.
Our business operations involve various activities related to data, including the
collection, use, storage, retention, transfer, disclosure, and other processing of data. As such,
we are subject to numerous data security laws, such as the PRC Personal Information
Protection Law (‘), the PRC Cyber Security Law ( ʕശ
‘), the PRC Data Security Law (‘) and
the Cybersecurity Review Measures (‘). See “Regulatory Overview —
Laws and Regulations on Information Security and Data Privacy.”
As data security laws continue to evolve, we may be required to comply with additional
regulatory requirements regarding data protection and security. We cannot guarantee that our
data may not be abused by our employees or leaked by intention or negligence to third parties,
which may cause damage to our customers. Any failure to comply with data security laws, or
concerns about our practices and policies related to data collection, use, storage, retention,
transfer, disclosure, and cybersecurity, may result in negative publicity, claims, litigation or
investigations imposed by applicable authorities, and materially and adversely affect our
business, financial condition and results of operations.
Our performance depends on favorable labor relations with our employees, and any
deterioration in relationships with our employees, shortage of labor or increase in labor
costs may have an adverse effect on our business, financial condition and results of
operations.
As the production and sale of our quick-frozen food products are labor-intensive, our
ability to hire, train, retain, and motivate employees is crucial to our success. We are committed
to providing fair and equal opportunities to our employees in terms of evaluating their
performance and intend to offer them competitive wages and incentives. However, we may be
subject to claims, investigations and negative publicity in relation to safety of production,
workplace environment or occupational hazards, especially when our employees, third-party
service providers and the public suffer from injuries or casualties at our facilities or during the
transportation of our products, which may cause a deterioration in labor relations with our
employees.
In addition, we may also encounter difficulties offering wages satisfactory to our
employees. Failure to offer satisfactory wages may lead to the resignation of our employees or
a shortage of labor. The increase in labor costs and the shortage of labor may materially and
adversely affect our business, financial condition and results of operations.
RISK FACTORS
–5 5–


--- page 66 ---
We may be subject to additional contributions of social insurance and housing provident
funds and late payments and fines imposed by relevant governmental authorities.
During the Track Record Period, we did not make full social insurance and housing
provident fund contributions for certain employees in accordance with the relevant PRC laws
and regulations. See “Business — Employees — Social Insurance and Housing Provident
Funds.” As of the Latest Practicable Date, as advised by our PRC Legal Advisor, no competent
government authorities imposed administrative actions, fines or penalties on us with respect to
this incident or required us to settle the outstanding amount of social insurance payments and
housing provident fund contributions. However, there can be no assurance that the competent
government authorities will not require us to settle the outstanding amount within the specified
time limit or impose late payment penalties on us, which may adversely affect our financial
position and results of operations.
Our operations are subject to inherent operational risks and occupational hazards, which
could cause us to incur substantial costs, damage to reputation and loss of future business.
Due to the nature of our business, we engage or may engage in certain inherently
hazardous activities. While we are committed to ensure our business operations is in
compliance with requisite safety requirements and standards, we cannot assure you that we are
free from risks surrounding these activities, such as geological catastrophes, and liquid
leakages, equipment failure, industrial accidents, fire and explosions. These hazards can cause
personal injury and loss of life, damage to or destruction of property and equipment. During
the Track Record Period, a safety incident occurred at our quick-frozen crayfish workshop in
Qianjiang. See “Business — Occupational Health and Safety” for details. Save for this
incident, during the Track Record Period, we did not experience any material safety incidents
or receive any safety-related administrative penalties. In light of the foregoing and taking into
account the view of our PRC Legal Advisor, we do not believe such safety incident will have
material adverse impact on our business and results of operations.
However, we cannot assure you that incidents of a similar nature will not occur in the
future. Potential industrial accidents leading to significant property loss or personal injury may
subject us to claims and lawsuits, and we may be liable for medical expenses and other
payments to the employees and their families as well as fines or penalties. As a result, our
reputation, brands, business, results of operations and financial condition may be materially
and adversely affected.
RISK FACTORS
–5 6–


--- page 67 ---
We may be involved in lawsuits, claims, disputes, regulatory investigations or legal
proceedings in our ordinary course of business.
From time to time, we may be involved in lawsuits, claims, disputes, regulatory
investigations or legal proceedings in our ordinary course of business. These may concern
issues relating to, among others, breach of contract, employment or labor disputes, antitrust,
and infringement of intellectual property rights. If we fail in defending against any such claims,
we may be subject to substantial damages to compensate the claimants. Any claims, disputes
or legal proceedings initiated by us, or brought against us, with or without merit, may result
in substantial costs and diversion of resources and may materially harm our reputation.
Furthermore, lawsuits, claims, disputes, regulatory investigations or legal proceedings against
us may be due to defective supplies sold to us by our suppliers, who may not be able to
indemnify us in a timely manner, or at all, for any costs that we incur as a result of such
lawsuits, claims, disputes, regulatory investigations or legal proceedings. For details, see
“Business — Legal Proceedings and Compliance — Legal Proceedings.”
Our employees and business partners may engage in intentional or negligent misconduct,
or violate our internal policies and laws, which could impair the quality of our service,
cause us to lose customers or subject us to liabilities.
We risk compromising the quality of our products if our employees and business partners
do not perform in accordance with our standards. We have internal policies and guidelines to
monitor and ensure the products delivered to our customers are of satisfactory standard. In
addition, we have adopted and strictly implemented a series of internal procedures.
Nevertheless, we cannot guarantee that our employees and business partners will not engage
in any intentional or negligent misconduct.
Furthermore, we may be exposed to the risks of fraud or other unlawful activities
committed by our employees and business partners. Fraud or other unlawful activities by our
employees and business partners may include making unauthorized misrepresentation to our
customers, misappropriating third-party IP and other proprietary rights, misusing sensitive
customer information and engaging in bribery or other unlawful payments. In any such event,
we could incur liability to our customers or any other third parties.
Any claims could subject us to costly litigation and affect our business, financial
condition and results of operations, and may distract the attention of our management
regardless of whether the claims have merit. Any claims could result in complaints from our
customers or other third parties, regulatory or legal liabilities or damages to our reputation.
RISK FACTORS
–5 7–


--- page 68 ---
Any adverse publicity involving the quick-frozen food industry, our brands, customers,
suppliers, business partners, directors, officers or employees will harm our reputation,
which may materially and adversely affect our business and results of operations.
Our success depends on our ability to build and maintain the brand image for our existing
and new products as well as our corporate reputation. Our advertising, marketing and
promotion programs may not have the desired impact on our brand image or on consumer
preferences and demand for our products.
Adverse publicity related to the entire quick-frozen food industry or other companies
operating in this industry may result in customers’ and end customers’ having a negative
perception of our brands and influence consumer demand for our products, and our business
and prospects may be materially and adversely affected as a result.
In addition, claims regarding product safety, quality and/or ingredient content issues, our
environmental impact and the sustainability of our operations, or allegations of product
contamination, even if false or unfounded, could tarnish the image of our brands and may cause
customers to choose alternative products. Customer demand for our products could also
significantly diminish if we or our suppliers, business partners, directors, officers or employees
fail to preserve the quality of our products, act or are perceived to act in an unethical, illegal
or socially irresponsible manner, including with respect to the sourcing, content or sale of our
products, service and treatment of our customers.
Furthermore, our brand image or perceived product quality and food safety could be
adversely affected by litigation, unfavorable reports in the media, studies in general and
regulatory or other governmental inquiries, and proposed or new legislation affecting the
quick-frozen food industry. Negative postings or comments on social media or networking
websites about our Company or any one of our brands, even if inaccurate or malicious, could
generate negative publicity that might damage the reputation of our brands or our Company.
Business incidents, whether isolated or recurring and whether originating from us or our
customers, suppliers, logistics service providers or other business partners, that erode
consumer trust can significantly reduce brand value or potentially trigger boycotts of our
products and have a negative impact on consumer demand for our products as well as our
reputation and results of operations. The impact of such incidents may be exacerbated if they
receive considerable publicity, including rapidly through social or digital media (including for
malicious reasons) or result in litigation or other proceedings.
We are required to obtain and maintain various licenses, approvals and permits, the
failure to obtain or renew any of which may have a material adverse effect on us.
Our business requires us to obtain and renew, from time to time, various approvals,
licenses, registrations and permits. For instance, in addition to business licenses, we are
required to obtain food production permits and food trading permits (or record filings) for our
food production and trading operations. These approvals, licenses and permits are granted
based on satisfactory compliance with relevant laws and regulations, including the Food Safety
RISK FACTORS
–5 8–


--- page 69 ---
Law of the PRC (‘). These approvals, licenses and permits are
subject to examination or verification by the relevant authorities and some of which have a
fixed validity period subject to renewal. However, we cannot guarantee that we will be able to
renew them in a timely manner upon their expiration.
Furthermore, as our business expands or if we make acquisitions in the future, there is a
risk that we may encounter difficulties in obtaining the necessary licenses, approvals or
permits. Additionally, the approvals, licenses, registrations and permits issued to us may be
suspended or revoked in the event of noncompliance or alleged noncompliance with the terms
and conditions or as a result of regulatory actions. Any failure to timely renew expired
approvals or obtain required licenses, registrations or permits, as well as the suspension or
revocation of any previously issued approvals, licenses, registrations and permits, or incidents
of any noncompliance, may increase our operational costs and hinder our operations.
Failure to comply with laws and regulations may subject us to fines or penalties or incur
costs that could materially and adversely affect the success of our business.
We are subject to a range of laws and regulations imposed by the PRC government
concerning food safety, environmental protection, health, fire safety, data protection and
privacy, property and labor. Failure to comply with applicable laws and regulations could
expose us to costs or liabilities, including monetary damages, fines, disruptions to our
production capabilities, suspension of business operations, an impact on our financial
performance, as well as adverse publicity, which could materially and adversely affect our
business, financial condition and results of operations. For example, we are subject to the food
safety laws and regulations. See “— Any failure to maintain our product quality or food safety
could have a material adverse effect on our business, financial condition and results of
operations.”
We are also subject to a wide range of PRC environmental laws and regulations that aim
to regulate emissions and their impact on air, land, and water. Failure to comply with
environmental laws and regulations, or any future changes to them, could lead to alleged harm
to employees or others in close proximity to our production bases. Significant costs associated
with environmental compliance, remediation, compensatory requirements, or penalties and
restrictions imposed by PRC governmental authorities or courts may materially and adversely
affect our business, financial condition and results of operations.
Our historical results of operations and financial performance may not be indicative of
future performance.
We commenced business operations in 2001 and experienced rapid growth during the
Track Record Period. Our revenue increased from RMB12,105.6 million in 2022 to
RMB13,964.9 million in 2023. Our revenue also increased from RMB13,964.9 million in 2023
to RMB15,029.6 million in 2024. Our gross profit margins remained relatively stable at 21.2%,
22.6% and 22.7% in 2022, 2023 and 2024, respectively.
RISK FACTORS
–5 9–


--- page 70 ---
Although our revenue experienced a significant increase during the Track Record Period,
there is no assurance that we will be able to maintain our product sales and our historical
growth rate, or achieve a higher growth rate in the future. There are certain risks that may
impact our ability to sustain the same level of growth or maintain our revenue, gross profit
margin, and net profit. These risks include, among others, customer demand for our products,
fluctuations in the raw materials cost, supply chain management, competition in the industry,
and our reputation or brand image. Additionally, unforeseen operational difficulties may arise.
Failure to address these risks and challenges effectively may have an impact on our growth and
profitability. Therefore, our historical results of operations may not be indicative of our future
performance.
We may not be successful in implementing our business plans and strategies effectively or
at all, which could materially and adversely affect our business, financial condition and
results of operations.
Our business plans and strategies rely on assumptions about future events that carry risks
and uncertainties. If these assumptions prove incorrect, it could impact the viability of our
plans. We cannot guarantee successful implementation of our strategies, especially as we
expand internationally. Failure to execute our plans effectively may hinder our growth,
competitiveness, and ability to seize market opportunities. Additionally, unforeseen factors
such as regulatory changes, labor availability, and customer demand shifts could materially and
adversely affect our results. Our strategies may also increase operating costs and cash outflows.
If we cannot implement our plans successfully or achieve desirable outcomes, we may face
significant challenges in recouping costs, resulting in a material adverse impact on our
business, financial condition, and results of operations.
We may require additional funding to finance our operations, which may not be available
on favorable terms or at all.
Historically, we have financed our cash requirements through a combination of equity and
debt financing, as well as cash generated from our operations. However, to support our ongoing
operations, capital expenditures, investment plans, and other funding needs, we may need to
seek external financing to supplement our internal sources of liquidity in the future.
We cannot guarantee that we will be able to obtain bank loans, renew existing credit
facilities or secure equity financing in the future on favorable terms, or at all. In the event we
seek to raise equity capital, it may result in the dilution of existing shareholders’ ownership.
If we are unable to secure adequate funding on favorable terms, or at all, it may hinder our
ability to finance our existing operations, as well as develop or expand our business.
RISK FACTORS
–6 0–


--- page 71 ---
Our insurance coverage may be insufficient to cover all of our potential losses.
As of the Latest Practicable Date, we have obtained insurance policies that we consider
customary for daily operations, aligning with standard commercial practices in China. See
“Business — Insurance.” We cannot assure you that our insurance will provide adequate
coverage for all the risks in connection with our business operations. If we were to incur
substantial losses and liabilities that are not covered by our insurance policies, we may be
required to bear our losses to the extent that our insurance coverage is insufficient. As a result,
we could suffer significant costs and diversion of our resources, which could have a material
and adverse effect on our business, financial condition and results of operations.
Any significant disruption in our technology infrastructure or our failure to maintain the
satisfactory performance, security and integrity of our technology infrastructure would
materially and adversely affect our business, financial condition and results of operations.
It is crucial to maintain the proper functioning of our technology infrastructure as we
heavily rely on it to operate our business. We rely on various technology systems critical to our
quick-frozen food operations, including the electronic data interchange (“ EDI”) system for
production process monitoring and quality control, supplier relationship management (“ SRM”)
system for supplier management and raw material procurement, warehouse management
system (“ WMS”) for cold storage warehouse management and transportation management
system (“ TMS”) for temperature-controlled logistics tracking. However, we cannot guarantee
that our business operations will not be disrupted by system failures. These systems are
vulnerable to damage or interruption from power surges and outages, facility damage, physical
theft, computer and telecommunications failures, inadequate redundancy, software upgrade
failures and human error. Any design defects or damage to these systems could require
significant investments to fix or replace, disrupt our operations, result in the loss or corruption
of critical financial and operating data, and harm our reputation. As such, any significant
disruption or malfunction in these systems could affect our production scheduling, inventory
management, and temperature monitoring, which could materially and adversely affect our
business, financial condition and results of operations.
Our acquisition and investment activities and other strategic transactions may present
managerial, integration, operational and financial risks, which may prevent us from
realizing the full intended benefit of the acquisitions we undertake.
We may continually and actively seek strategic opportunities for acquisitions of or
investments in businesses, products, technologies, production capacity or know-how that we
believe would benefit our product development, R&D capabilities, technology and distribution
network. We cannot guarantee that we could successfully execute our expansion and
acquisition plans and complete the relevant transactions as expected. In addition, our ability to
grow through acquisitions and investments depends upon our ability to identify and integrate
suitable targets and to obtain necessary financing at reasonable terms. In particular,
acquisitions may involve significant risks and uncertainties, including, but not limited to: (i)
difficulties in integrating acquired companies, personnel or products into our business,
RISK FACTORS
–6 1–


--- page 72 ---
particularly the different quality management, customer service and other business functions;
(ii) delays or failures in realizing the benefits of acquisitions and investments; (iii) diversion
of our management’s time and attention from other business concerns; (iv) higher than
anticipated costs of integration; or (v) difficulties in retaining key employees of acquired
businesses. Furthermore, we may also discover deficiencies in internal controls, data adequacy
and integrity, product quality and regulatory compliance and liabilities in the businesses we
have acquired which we did not uncover prior to such acquisitions. Consequently, we may
become subject to penalties, lawsuits or other liabilities. Any difficulties in the integration of
acquired businesses or products, or unexpected penalties, lawsuits or liabilities in connection
with such businesses or products, could materially and adversely affect our business, financial
condition and results of operations.
Any future occurrence of force majeure events, natural disasters or outbreaks of
contagious diseases may materially and adversely affect our business, financial condition
and results of operations.
Our business could be materially and adversely affected by natural disasters, health
epidemics and pandemics such as SARS, Ebola, Zika or COVID-19, acts of war, terrorism or
other force majeure events, which may disrupt our supply chain, damage infrastructure, and
hinder workforce productivity. Natural disasters such as snowstorms, earthquakes, fires, and
floods can cause physical damage to our production facilities, equipment, and inventory which
could result in production delays, inventory shortages and obsolete, which could increase our
impairment and costs for repairs and replacements. Restrictions on travel and trade imposed
during such events can also disrupt the flow of goods and materials, leading to delays in
receiving essential inputs for production. Additionally, these events can lead to power outages,
communication interruptions, and transportation disruptions, further hampering business
operations.
RISKS RELATING TO OUR BUSINESS IN THE JURISDICTION WHERE WE
OPERATE
Changes in economic, political and social conditions, as well as government policies, laws
and regulations, and industry practice guidelines could have a material and adverse effect
on our business, financial condition and results of operations.
Our business, financial condition and results of operations may be influenced by the
economic, regulatory, political and social conditions in the country where we operate.
Governments worldwide have implemented, and may continue to introduce, among others,
various policies and measures to encourage the economic growth and guide the allocation of
resources. The quick-frozen food industry in general is affected by macro-economic factors,
including international, national, regional and local economic conditions, trade relationships,
employment levels, customer demand and discretionary spending. Any changes in these factors
may have material and adverse effect on our business, financial condition and results of
operations.
RISK FACTORS
–6 2–


--- page 73 ---
We may be subject to the approval, filing or other requirements of the CSRC or other
PRC governmental authorities in connection with overseas offerings and future capital
raising activities.
As the PRC laws and regulations in relation to overseas issuance and listing of shares
develop, we may be required to make filings with or report to CSRC or other PRC regulatory
authorities for our future capital raising activities. On February 17, 2023, the CSRC
promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by
Domestic Companies (‘) (the “ Overseas
Listing Trial Measures ”) and their implementation guidelines. The Overseas Listing Trial
Measures, which came into effect on March 31, 2023, mainly provide the scope of activities
subject to the filing requirement, the entities subject to filing obligations, and the filing
procedures. For more details, see “Regulatory Overview — Regulations on Overseas Securities
Offering and Listing.” We are required to file with the CSRC in accordance with the Overseas
Listing Trial Measures after our application for the offering 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. Any failure to comply with Archives Rules may materially affect
our business, financial condition and results of operations.
We are closely monitoring how they will affect our operations and our future financing.
In addition, if the CSRC or other PRC regulatory authorities in the future promulgate new rules
or explanations imposing further requirements that we obtain their approvals or complete the
required filing or other regulatory procedures for this offering or future capital raising
activities, there can be no assurance that we will be able to obtain a waiver of such approval
requirements, if and when procedures are established to obtain such a waiver.
RISK FACTORS
–6 3–


--- page 74 ---
The CSRC or other PRC regulatory authorities also may take actions requiring us, or
making it advisable for us, to halt this offering or future capital raising activities before
settlement and delivery of the Shares offered hereby. Consequently, if you engage in market
trading or other activities in anticipation of and prior to settlement and delivery, you do so at
the risk that settlement and delivery may not occur.
We are subject to the currency exchange regulatory system.
The PRC government imposes supervision on the convertibility of RMB into foreign
currencies. We receive the vast majority of our revenue in RMB. Shortages in the availability
of foreign currency may restrict our ability to remit sufficient foreign currency, or otherwise
satisfy our foreign currency denominated obligations. Under the existing PRC foreign
exchange regulations, payments of current account items, including profit distributions,
interest payments and trade and service-related foreign exchange transactions, can be made in
foreign currencies without prior SAFE approval by complying with certain procedural
requirements. However, approval from or registration with competent government authorities
is required where RMB is to be converted into foreign currency and remitted out of China to
pay capital expenses such as the repayment of loans denominated in foreign currencies. The
PRC government may restrict access to foreign currencies for current account transactions in
the future. If the foreign exchange control system prevents us from obtaining sufficient foreign
currencies to satisfy our foreign currency demand, we may not be able to pay dividends in
foreign currencies to our Shareholders. Further, we cannot assure you that new regulations will
not be promulgated in the future that would have the effect of further restricting the remittance
of RMB into or out of China.
Y ou should assess the legal protections you are entitled to under legal system in the
jurisdictions where we operate.
We are subject to the different applicable laws and regulations of the countries and
regions where we operate. Our business and operations in China are subject to primarily
written statutes, and prior court decisions offer limited precedential value. Furthermore, we
cannot assure you that we can predict the effect of future legal developments in countries and
regions where we operate, including the promulgation of new laws and changes in existing
laws. In addition, legal proceedings may incur significant costs, divert our resources, and
negatively affect our management’s focus on strategic planning and execution, which may
materially and adversely impact our operational efficiency and overall business performance.
Y ou may experience difficulties in effecting service of legal process and enforcing
judgments against us and our 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. The majority of our Directors, Supervisors and senior
management reside within the PRC. The assets of these Directors, Supervisors and senior
management also may be located within the PRC. As a result, it may be difficult and
time-consuming to effect service of process upon us or most of our Directors, Supervisors and
RISK FACTORS
–6 4–


--- page 75 ---
senior management outside the PRC. In addition, investors may also experience difficulties in
enforcing judgments if there is a lack of reciprocal recognition and enforcement of judicial
rulings and awards of other jurisdictions.
Further, although we will be subject to the Listing Rules and the Takeovers Code upon the
listing of our H Shares on the Stock Exchange, 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. Moreover, the Takeovers Code does not have the force of law and provides
only standards of commercial conduct considered acceptable for takeover and merger
transactions and share repurchases in Hong Kong.
Changes in international trade policies, geopolitics and trade protection measures, export
control and economic or trade sanctions may affect our business, financial condition and
results of operations.
Our business operations and financial performance can be influenced by various factors
related to international trade policies, geopolitics, trade protection measures, export controls,
and economic or trade sanctions. These factors are subject to frequent changes and
uncertainties, often driven by political, economic, and social dynamics beyond our control.
Such changes can have an impact on trade agreements, tariffs, customs duties, and other
aspects of international trade, potentially resulting in increased operational costs, including the
costs for raw materials sourced from countries and regions other than Mainland China, and
affecting our market access. Additionally, alterations in trade protection measures, such as the
imposition of anti-dumping duties, countervailing duties, or safeguard measures, may lead to
higher costs or restrictions on our exports. Moreover, export controls and economic or trade
sanctions can impose limitations on our ability to export products or conduct business in
specific markets. Non-compliance with these controls and sanctions can result in legal
penalties, reputational harm, and the loss of export privileges.
Policies on foreign investment in the PRC may adversely affect our business and results
of operations.
The investment activities of foreign investors in the PRC are subject to certain regulations
regarding the industry participated and imposed to additional verification procedures by certain
authorities. The Special Administrative Measures for Foreign Investment Access (Negative
List) (Edition 2024) (݄(૶ఊ)(2024و)‘, the “ Negative
List ”) issued by the NDRC and MOFCOM, which set out in a unified manner the restrictive
measures for the access of foreign investments such as the requirements for equity and senior
management, and the industries that are prohibited for foreign investment. The Negative List
covers 11 industries, and any field not covered by the Negative List shall be administered under
the principle of equal treatment to domestic and foreign investment. As of the Latest
Practicable Date, our main business in China did not fall within the Negative List. However,
certain industries are specifically prohibited for foreign investment, which may restrict us from
entering into these industries afterwards.
RISK FACTORS
–6 5–


--- page 76 ---
We are a PRC enterprise and we are subject to PRC tax on our global income, and any
gains on the sales of our H Shares by investors and dividends paid to investors on our H
Shares may be subject to PRC tax.
Under the current PRC tax laws and regulations, non-PRC individuals and non-PRC
enterprises are subject to different tax obligations with respect to dividends paid to them by us
and any gains realized upon the sale or other disposition of our H Shares.
Non-PRC individuals are generally subject to PRC individual income tax under the
Individual Income Tax Law of the PRC (‘) with respect to
PRC source income or gains at a rate of 20%. We are required to withhold related tax from
dividend payments paid to non-PRC resident individuals, unless specifically exempted by the
tax authority of the State Council or reduced or eliminated by an applicable tax treaty.
However, pursuant to the Circular on Certain Policy Questions Concerning Individual Income
Tax issued by the MOF and SA T (ஷ
‘) on May 13, 1994, dividends and bonuses income gained by foreign individuals from
foreign-invested enterprises is exempted from individual income tax for the time being.
According to the Circular Declaring that Individual Income Tax Continues to Be Exempted
over Individual Income from Transfer of Shares issued by the MOF and the STA (௅e
‘) effective as of
March 30, 1998, income from individuals’ transfer of stocks of listed companies continued to
be temporarily exempted from individual income tax. On February 3, 2013, the State Council
approved and promulgated the Notice of Suggestions to Deepen the Reform of System of
Income Distribution (ٙ
‘). On February 8, 2013, the General Office of the State Council promulgated the
Circular Concerning Allocation of Key Works to Deepen the Reform of System of Income
Distribution (‘). According
to these two documents, the PRC government is planning to cease foreign individuals’ tax
exemption for their dividends and bonuses income obtained from foreign-invested enterprises,
and the MOF and the SA T should be responsible for making and implementing details of such
plan. However, relevant implementation rules or regulations have not been promulgated by the
MOF and the SA T. Considering the situations, non-resident individual holders of our H Shares
should be aware that they may be obligated to pay PRC income tax on dividend and bonuses
income realized from the H Shares.
As of the Latest Practicable Date, no aforesaid provisions had expressly provided whether
individual income tax shall be levied from non-PRC individuals on the transfer of shares in
PRC enterprises listed on overseas stock exchanges, and there is no assurance that the PRC tax
authorities will not change these practices, which could result in levying income tax on
non-PRC individuals on gains from the sale of our H shares.
For non-PRC 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 Enterprise Income Tax Law of the PRC ( ʕശɛ͏΍
‘) and its implementation regulations, dividends paid by us and gains
RISK FACTORS
–6 6–


--- page 77 ---
realized by such foreign enterprises upon the sale or other disposition of our H Shares are
subject to PRC enterprise income tax at a 10% rate. In accordance with the Circular on Issues
Relating to Withholding of Enterprise Income Tax by PRC Resident Enterprises on Dividends
Paid to Overseas Non-PRC Resident Enterprise Shareholders of H Shares (͏Ά
ุΣྤ̮H‘) (Guo Shui
Han [2008] No. 897) issued by SA T on November 6, 2008, the withholding tax rate for
dividends payable to non-PRC 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 enterprise holders of our H
Shares (including HKSCC Nominees). Non-PRC enterprises that are entitled to be taxed at a
reduced rate under an applicable income tax treaty or arrangement will be required to apply to
the PRC tax authorities for a refund of any amount withheld in excess of the applicable treaty
rate, and payment of such refund will be subject to the PRC tax authorities’ approval.
Despite the arrangements mentioned above, the interpretation and application of
applicable PRC tax laws and regulations by the competent tax authorities will be in accordance
with the then effective laws and regulations and may change, and new taxes may be imposed,
which in either case may adversely affect the value of your investment in our H Shares.
RISKS RELATING TO THE GLOBAL OFFERING
Our A Shares are listed on the Shanghai Stock Exchange, and the characteristics of the
A Share and H Share markets may differ.
Our A Shares are listed on the Shanghai Stock Exchange. Following the Listing, our A
Shares will continue to be traded on the Shanghai Stock Exchange and our H Shares will be
listed on the Stock Exchange. Under current PRC laws and regulations, without the approval
from the relevant regulatory authorities, our H Shares and A Shares are neither interchangeable
nor fungible, and there is no trading or settlement between the H Share and A Share markets.
With different trading characteristics, the H Share and A Share markets have divergent trading
volumes, liquidity and investor bases, as well as different levels of retail and institutional
investor participation. As a result, the trading performance of our H Shares and A Shares may
not be comparable. Nonetheless, fluctuations in the price of our A Shares may adversely affect
the price of our H Shares, and vice versa . Furthermore, due to the different characteristics of
the H Share and A Share markets, the historical prices of our A Shares may not be indicative
of the performance of our H Shares. Y ou should therefore not place undue reliance on the
trading history of our A Shares when evaluating the investment decision in our H Shares.
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 itself and on behalf of the Underwriters) and us, which may not be indicative
RISK FACTORS
–6 7–


--- page 78 ---
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, Mainland China, the United States and elsewhere in the world. In particular, the
performance and fluctuation of the market prices of other companies with business operations
located mainly in 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. These
factors may significantly affect the market price and volatility of our H Shares, regardless of
our actual operating performance.
Our historical dividends may not be indicative of our future dividend policy, and there
can be no assurance whether and when we will pay dividends in the future.
We have declared dividends in the past. We protect our Shareholders’ interest by ensuring
a consistent dividend policy. However, there is no assurance that dividends of any amount will
be declared or distributed by us in any year in the future. Under the applicable laws and
regulations of China and the Articles of Association, the payment of dividends may be subject
to certain limitations, and the calculation of our profit under the Accounting Standards for
Business Enterprises may differ in certain respects from the calculation under IFRS. Any
declaration and payment as well as the amount of dividends will be subject to our constitutional
documents and the applicable laws and regulations of China. See “Financial Information —
Dividends and Dividend Policy.” No dividend shall be declared or payable except out of our
profits and reserves lawfully available for distribution. Our historical dividends should not be
taken as indicative of our dividend policy in the future.
A future or perceived significant increase in the supply of our H Shares in public markets
could cause the market price of our H Shares to decrease significantly, and dilute
shareholdings of holders of H Shares.
The market price of our H Shares could decline as a result of future sales of a substantial
number of our H Shares or other securities relating to our H Shares in the public market, or the
issuance of new shares or other securities, or the perception that such sales or issuances may
RISK FACTORS
–6 8–


--- page 79 ---
occur. Future sales, or anticipated sales, of substantial amounts of our securities, including any
future offerings, could also materially and adversely affect our ability to raise capital at a
specific time and on terms favorable to us. In addition, our Shareholders may experience
dilution in their holdings if we issue more securities in the future. New shares or shares-linked
securities issued by us may also confer rights and privileges that take priority over those
conferred by the H Shares.
Y ou will incur immediate and substantial dilution if the Offer Price of the Offer Shares
is higher than the net tangible asset value per Share.
The Offer Price of our Offer Shares is higher than the net tangible asset value per Share
immediately prior to the Global Offering. Therefore, purchasers of our Offer Shares in the
Global Offering will experience an immediate dilution. Existing Shareholders will receive an
increase in the pro forma adjusted consolidated net tangible assets value per share of their
shares. See Unaudited Pro Forma Financial Information in Appendix II to this Prospectus.
Y ou should not place any reliance on any information released by us in connection with
the listing of our A Shares on the Shanghai Stock Exchange.
As our A Shares are listed on the Shanghai Stock Exchange, we have been subject to
periodic reporting and other information disclosure requirements in China. As a result, from
time to time, we publicly release our financial and operational information on the Shanghai
Stock Exchange or other media outlets designated by the CSRC. However, the information
announced by us in connection with our A Shares is based on the regulatory requirements of
the securities authorities, industry standards and market practices in China, which are different
from those applicable to the Global Offering. The presentation of financial and operational
information for the Track Record Period disclosed on the Shanghai Stock Exchange or other
media outlets may not be directly comparable to the financial and operational information
contained in this Prospectus. As a result, prospective investors in our H Shares should be
reminded that, in making their investment decisions as to whether to purchase our H Shares,
they should rely only on the financial, operating and other information included in this
Prospectus. By applying to purchase our H Shares in the Global Offering, you will be deemed
to have agreed that you will not rely on any information other than that contained in this
Prospectus and any formal announcements.
Certain facts, forecast and other statistics in this prospectus are derived from various
publicly available sources, which have not been independently verified and may not be
reliable.
Certain facts, forecast and other statistics in this Prospectus are derived from various
publicly available sources, including government and official resources. However, our
Directors cannot guarantee the quality or reliability of such source materials. We believe that
the sources of the said information are appropriate sources 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
RISK FACTORS
–6 9–


--- page 80 ---
such information false or misleading. Nevertheless, information from government and official
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 or any of their respective affiliates or advisors and, therefore, we make no
representation as to the accuracy of such facts and statistics. Further, we cannot assure our
investors that they are stated or compiled on the same basis or with the same degree of accuracy
as similar statistics presented elsewhere. In all cases, our investors should consider carefully
how much weight or importance should be attached to or placed on such facts or statistics.
Investors should read the entire Prospectus carefully and should not consider any
particular statements in this Prospectus or in published media reports without carefully
considering the risks and other information contained in this Prospectus.
The Global Offering is being made solely on the basis of the information and
representations contained in this Prospectus, which are true and accurate to the best of our
knowledge and belief. Any information not contained in this Prospectus should not be relied
upon in making an investment decision with respect to the securities being offered. Prior to the
publication of this Prospectus, there has been coverage in the media regarding us and the
Global Offering, which may have contained, among other things, certain financial information,
projections, valuations and other forward-looking information about us and the Global
Offering. Investors should be aware that information and opinions published by third-party
sources may have been based on outdated, incomplete, or inaccurate information. These
sources may also have conflicts of interest, and their opinions may not be independent or
objective. The media’s coverage of our Company and the Global Offering may be influenced
by a wide range of factors, including the bias of individual journalists, the preferences of media
outlets, and the demand of advertisers.
Forward-looking statements contained in this Prospectus are subject to risks and
uncertainties.
This Prospectus contains certain statements and information that are forward-looking and
uses forward-looking terminology such as “anticipate,” “believe,” “could,” “going forward,”
“intend,” “plan,” “project,” “seek,” “expect,” “may,” “ought to,” “should,” “would” or “will”
and similar expressions. Y ou are cautioned that reliance on any forward-looking statement
involves risks and uncertainties and that any or all of those assumptions could prove to be
inaccurate and as a result, the forward-looking statements based on those assumptions could
also be incorrect. In light of these and other risks and uncertainties, the inclusion of
forward-looking statements in this Prospectus should not be regarded as representations or
warranties by us that our plans and objectives will be achieved, and these forward-looking
statements should be considered in light of various important factors, including those set forth
in this section. Subject to the requirements of the Listing Rules, we do not intend publicly to
update or otherwise revise the forward-looking statements in this Prospectus, whether as a
result of new information, future events or otherwise. Accordingly, you should not place undue
reliance on any forward-looking information. All forward-looking statements in this Prospectus
are qualified by reference to this cautionary statement.
RISK FACTORS
–7 0–


--- page 81 ---
In preparation for the Global Offering, we have sought the following waivers from strict
compliance with the relevant provisions of the Listing Rules and exemption from compliance
with the Companies (Winding up and Miscellaneous Provisions) Ordinance:
W AIVER IN RESPECT OF MANAGEMENT PRESENCE IN HONG KONG
Pursuant to Rule 8.12 of the Listing Rules, our Company must have a sufficient
management presence in Hong Kong. This normally means that at least two of our executive
Directors must be ordinarily resident in Hong Kong. Rule 19A.15 of the Listing Rules further
provides that the requirement in Rule 8.12 of the Listing Rules may be waived by having regard
to, among other considerations, our arrangements for maintaining regular communication with
the Hong Kong Stock Exchange.
Our headquarters are based, and most of the business operations and assets of our Group,
are managed and conducted in the PRC. Our executive Directors ordinarily reside in the PRC,
and they play very important roles in our Company’s business operations. It is in our best
interests for them to be based in places where our Group has significant operations. We
consider it practically difficult and commercially unreasonable for us to arrange for two
executive Directors to ordinarily reside in Hong Kong, either by means of relocation of our
existing executive Directors or appointment of additional executive Directors. Therefore, our
Company does not have, or does not contemplate in the foreseeable future that we will have
sufficient management presence in Hong Kong for the purpose of satisfying the requirements
under Rule 8.12 of the Listing Rules.
Accordingly, pursuant to Rule 19A.15 of the Listing Rules, we have applied to the Hong
Kong Stock Exchange for, and the Hong Kong Stock Exchange has granted us, a waiver from
strict compliance with Rules 8.12 and 19A.15 of the Listing Rules subject to the following
conditions:
(a) We have appointed Mr. Liu Mingming ( ᄎჼჼ), the Chairman of the Board and
executive Director, and Mr. Ng Tung Ching Raphael (ᆋ), the joint company
secretary, as our authorized representatives (the “ Authorized Representatives ”)
pursuant to Rule 3.05 of the Listing Rules. The Authorized Representatives will act
as our Company’s principal channel of communication with the Hong Kong Stock
Exchange. The Authorized Representatives will be readily contactable by phone and
email to promptly deal with inquiries from the Hong Kong Stock Exchange, and will
also be available to meet with the Hong Kong Stock Exchange to discuss any matter
within a reasonable period of time upon request of the Hong Kong Stock Exchange.
Our Company has provided contact details of the Authorized Representatives to the
Stock Exchange and will inform the Stock Exchange promptly in respect of any
change in the authorized representatives;
(b) When the Hong Kong Stock Exchange wishes to contact our Directors on any
matter, each of the Authorized Representatives will have all necessary means to
contact all of our Directors (including our independent non-executive Directors) and
W AIVERS AND EXEMPTION
–7 1–


--- page 82 ---
senior management team promptly at all times. Our Company will also inform the
Hong Kong Stock Exchange promptly in respect of any changes in the Authorized
Representatives. We have provided the Hong Kong Stock Exchange with the contact
details (i.e., mobile phone number, office phone number, email address and fax
number, if applicable) of all Directors to facilitate communication with the Hong
Kong Stock Exchange. Our Directors will also provide the phone number of the
place of his/her accommodation to the Authorized Representatives in the event that
any Director expects to travel or otherwise be out of office;
(c) All Directors who do not ordinarily reside in Hong Kong possess or can apply for
valid travel documents to visit Hong Kong and can meet with the Hong Kong Stock
Exchange within a reasonable period of time;
(d) We have appointed Ping An of China Capital (Hong Kong) Company Limited as our
Compliance Advisor upon the Listing pursuant to Rule 3A.19 of the Listing Rules
for a period commencing on the Listing Date and ending on the date on which we
comply with Rule 13.46 of the Listing Rules in respect of our financial results for
the first full financial year commencing after the Listing Date. The Compliance
Advisor will always have access to our Authorized Representatives, Directors,
Supervisors and members of our senior management, who will act as the additional
channel of communication with the Hong Kong Stock Exchange when the
Authorized Representatives are not available. The contact details of the Compliance
Advisor have been provided to the Hong Kong Stock Exchange;
(e) The Authorized Representatives, Directors and other officers of our Company will
provide promptly such information and assistance as the Compliance Advisor may
reasonably require in connection with the performance of the Compliance Advisor’s
duties as set forth in Chapter 3A of the Listing Rules. There will be adequate and
efficient means of communication between our Company, Authorized
Representatives, Directors and other officers of our Company and the Compliance
Advisor, and, to the extent reasonably practicable and legally permissible, we will
keep the Compliance Advisor informed of all communications and dealings between
the Hong Kong Stock Exchange and us; meetings between the Hong Kong Stock
Exchange and our Directors could be arranged through our Authorized
Representatives or the Compliance Advisor, or directly with our Directors within a
reasonable time frame. We will inform the Hong Kong Stock Exchange as soon as
practicable in respect of any change of Authorized Representatives and/or the
Compliance Advisor; and
(f) The Company has designated staff members as the communication officer at the
Company’s headquarters after the Listing who will be responsible for maintaining
day-to-day communication with the Authorized Representatives, and the Company’s
professional advisors in Hong Kong, including our legal advisor in Hong Kong and
W AIVERS AND EXEMPTION
–7 2–


--- page 83 ---
the Compliance Advisor, to keep abreast of any correspondences and/or inquiries
from the Hong Kong Stock Exchange and report to the executive Directors to further
facilitate communication between the Hong Kong Stock Exchange and the
Company.
W AIVER IN RESPECT OF APPOINTMENT OF JOINT COMPANY SECRETARY
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, we must appoint a company
secretary who, by virtue of his/her academic or professional qualifications or relevant
experience, is, in the opinion of the Hong Kong Stock Exchange, capable of discharging the
functions of the company secretary. Note 1 to Rule 3.28 of the Listing Rules provides that the
Hong Kong Stock Exchange considers the following academic or professional qualifications to
be acceptable:
(a) a Member of The Hong Kong Chartered Governance Institute;
(b) a solicitor or barrister as defined in the Legal Practitioners Ordinance (Chapter 159
of the Laws of Hong Kong); and
(c) a certified public accountant as defined in the Professional Accountants Ordinance
(Chapter 50 of the Laws of Hong Kong).
Note 2 to Rule 3.28 of the Listing Rules further provides that the Hong Kong Stock
Exchange considers the following factors in assessing the “relevant experience” of the
individual:
(a) length of employment with the issuer and other issuers and the roles he/she played;
(b) familiarity with the Listing Rules and other relevant laws and regulations including
the SFO, the Companies Ordinance, the Companies (Winding Up and Miscellaneous
Provisions) Ordinance and the Takeovers Code;
(c) relevant training taken and/or to be taken in addition to the minimum requirement
under Rule 3.29 of the Listing Rules; and
(d) professional qualifications in other jurisdictions.
Our Company has appointed Mr. Liang Chen ( ૑ો)( “ Mr. Liang ”), our Board secretary,
as one of our joint company secretaries. The Company believes that it would be in the best
interests of the Company and the corporate governance of the Group to have Mr. Liang as its
joint company secretary, who has been the Board secretary since February 2011 and has
extensive experience and familiarity with the Company’s compliance matters, capital
operation, investor relationship management and corporate governance. Mr. Liang has the
necessary nexus to the Board and close working relationship with management of the Company
in order to perform the duties of a joint company secretary and to take the necessary actions
W AIVERS AND EXEMPTION
–7 3–


--- page 84 ---
in the most effective and efficient manner. However, Mr. Liang presently does not possess any
of the qualifications under Rules 3.28 and 8.17 of the Listing Rules, and may not be able to
solely fulfill the requirements of the Listing Rules. Therefore, we have appointed Mr. Ng Tung
Ching Raphael (ᆋ)( “ Mr. Ng ”), an associate member of The Hong Kong Chartered
Governance Institute, who fully meets the requirements stipulated under Rules 3.28 and 8.17
of the Listing Rules to act as the other joint company secretary. Mr. Ng will provide assistance
to Mr. Liang for an initial period of three years from the Listing Date to enable Mr. Liang 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.
Since Mr. Liang does not possess the formal qualifications required of a company
secretary under Rule 3.28 of the Listing Rules, we have applied to the Hong Kong Stock
Exchange for, and the Hong Kong Stock Exchange has granted, a waiver from strict compliance
with the requirements under Rules 3.28 and 8.17 of the Listing Rules such that Mr. Liang may
be appointed as a joint company secretary of our Company. Pursuant to paragraph 13 of
Chapter 3.10 under the Guide for New Listing Applicants, the waiver will be for a fixed period
of time (the “ Waiver Period ”) and on the following conditions: (i) the proposed company
secretary must be assisted by a person who possesses the qualifications or experience as
required under Rule 3.28 of the Listing Rules and is appointed as a joint company secretary
throughout the Waiver Period; and (ii) the waiver can be revoked if there are material breaches
of the Listing Rules by the applicant. The waiver is valid for an initial period of three years
from the Listing Date, and is granted on the condition that Mr. Ng will work closely with Mr.
Liang to jointly discharge the duties and responsibilities as company secretary and assist Mr.
Liang in acquiring the relevant experience as required under Rules 3.28 and 8.17 of the Listing
Rules. Mr. Ng will also assist Mr. Liang in organizing Board meetings and Shareholders’
meetings of our Company as well as other matters of our Company which are incidental to the
duties of a company secretary. Mr. Ng is expected to work closely with Mr. Liang and will
maintain regular contact with Mr. Liang, the Directors, the Supervisors and the senior
management of our Company. The waiver will be revoked immediately if Mr. Ng ceases to
provide assistance to Mr. Liang as a joint company secretary for the three-year period after the
Listing or where there are material breaches of the Listing Rules by our Company. In addition,
Mr. Liang will comply with the annual professional training requirement under Rule 3.29 of the
Listing Rules and will enhance his knowledge of the Listing Rules during the three-year period
from the Listing. Mr. Liang will also be assisted by (a) Compliance Advisor of our Company,
particularly in relation to compliance with the Listing Rules; and (b) the Hong Kong legal
advisor of our Company, on matters concerning our Company’s ongoing compliance with the
Listing Rules and the applicable laws and regulations.
Before the expiration of the initial three-year period, the qualifications of Mr. Liang will
be re-evaluated to determine whether the requirements as stipulated in Rules 3.28 and 8.17 of
the Listing Rules can be satisfied. We will demonstrate that Mr. Liang, having benefited from
the assistance of Mr. Ng for the preceding three years, will have acquired the skills necessary
to carry out the duties of company secretary and the relevant experience within the meaning
of Note 2 to Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.
W AIVERS AND EXEMPTION
–7 4–


--- page 85 ---
W AIVER AND EXEMPTION IN RELATION TO THE 2023 SHARE OPTION
INCENTIVE PLAN
Rule 17.02(1)(b) of the Listing Rules requires a listing applicant to, inter alia , disclose
in the prospectus full details of all outstanding options and awards and their potential dilution
effect on the shareholdings upon listing as well as the impact on the earnings per share arising
from the issue of shares in respect of such outstanding options or awards.
Paragraph 27 of Appendix D1A to the Listing Rules requires a listing applicant to
disclose, inter alia , particulars of any capital of any member of the group which is under
option, or agreed conditionally or unconditionally to be put under option, including the
consideration for which the option was or will be granted and the price and duration of the
option, and the name and address of the grantee, or an appropriate negative statement, provided
that where options have been granted or agreed to be granted to all the members or debenture
holders or to any class thereof, or to employees under a share option scheme, it shall be
sufficient, so far as the names and addresses are concerned, to record that fact without giving
the names and addresses of the grantees.
Under section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, the prospectus must state the matters specified in Part I of the Third Schedule to
the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
Under paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the number, description and amount of any shares in or
debentures of the company which any person has, or is entitled to be given, an option to
subscribe for, together with the particulars of the option, that is to say, (a) the period during
which it is exercisable; (b) the price to be paid for shares or debentures subscribed for under
it; (c) the consideration (if any) given or to be given for it or for the right to it; and (d) the
names and addresses of the persons to whom it or the right to it was given or, if given to
existing shareholders or debenture holders as such, the relevant shares or debentures must be
specified in the prospectus.
Pursuant to paragraphs 6 to 7 of Chapter 3.6 of the Guide for New Listing Applicants, the
Hong Kong Stock Exchange would normally grant waivers from disclosing the names and
addresses of certain grantees if the applicant could demonstrate that such disclosures would be
irrelevant or unduly burdensome, subject to certain conditions specified therein.
As of the Latest Practicable Date, our Company had granted outstanding options under the
2023 Share Option Incentive Plan to 1,379 grantees to subscribe for an aggregate of 11,028,800
A Shares, representing approximately 3.31% of the total number of Shares in issue immediately
after completion of the Global Offering (assuming the Over-allotment Option is not exercised
and no new Shares are issued under the 2023 Share Option Incentive Plan). Among the
outstanding options, two Directors (Mr. Huang Jianlian and Dr. Zheng Y anan), three members
of senior management (Mr. Huang Qingsong, Ms. Tang Yi and Mr. Liang Chen), nine other
connected persons of the Company, and 1,365 grantees who are employees of our Group and
W AIVERS AND EXEMPTION
–7 5–


--- page 86 ---
are not Directors, Supervisors, members of senior management, consultants or connected
persons of the Company were granted options to subscribe for 160,000 A Shares, 220,000 A
Shares, 409,000 A Shares, and 10,239,800 A Shares, respectively. Save for the aforementioned,
no options were granted to any Director, Supervisor, member of senior management, connected
person or consultant of our Company. No options under the 2023 Share Option Incentive Plan
will be further granted after Listing and all granted options have been granted to specific
individuals under the 2023 Share Option Incentive Plan.
We have applied to (i) the Hong Kong Stock Exchange for a waiver from strict
compliance with the requirements under Rule 17.02(1)(b) and paragraph 27 of Appendix D1A
to the Listing Rules and (ii) the SFC for a certificate of exemption from strict compliance with
paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance pursuant to section 342A of the Companies (Winding Up
and Miscellaneous Provisions) Ordinance in connection with the disclosure of certain details
relating to the 2023 Share Option Incentive Plan and the grantees in this Prospectus on the
ground that the waiver and the exemption will not prejudice the interest of the investing public
and full compliance with such disclosure requirements would be unduly burdensome for our
Company for the following reasons:
(a) given that 1,379 grantees are involved for the grant of outstanding options under the
2023 Share Option Incentive Plan, our Directors consider that it would be unduly
burdensome to disclose in this Prospectus full details of all the options granted by
us to each of the grantees, which would significantly increase the cost and time
required for information compilation and prospectus preparation for strict
compliance with such disclosure requirements as the Company would need to collect
and verify the addresses of a large number of the grantees to meet the disclosure
requirement;
(b) the disclosure of the personal details of each grantee, including their names,
addresses for the grantees and the number of options granted, may require obtaining
consent from all the grantees in order to comply with personal data privacy laws and
principles and it would be unduly burdensome for our Company to obtain such
consents given the number of the grantees;
(c) the grant and exercise in full of the options under the 2023 Share Option Incentive
Plan will not cause any material adverse impact to the financial position of our
Group;
(d) there will not be any new H Shares issued under the 2023 Share Option Incentive
Plan as the foregoing plan is an A-share incentive scheme;
W AIVERS AND EXEMPTION
–7 6–


--- page 87 ---
(e) our Directors consider that non-compliance with the above disclosure requirements
would not prevent our Company from providing potential investors with sufficient
information for an informed assessment of the activities, assets, liabilities, financial
position, management and prospects of our Group;
(f) material information on the options under the 2023 Share Option Incentive Plan has
been disclosed in “Appendix IV — Statutory and General Information — 2023 Share
Option Incentive Plan” to provide prospective investors with sufficient information
to make an informed assessment of the potential dilutive effect and impact on
earnings per Share of the options in making their investment decision, and such
information includes:
(i) a summary of the terms of the 2023 Share Option Incentive Plan;
(ii) the aggregate number of A Shares subject to the outstanding options and the
percentage in our total issued Shares of which such number represents;
(iii) the potential dilutive effect and the impact on earnings per Share upon full
exercise of the options and the issue of new Shares in respect of the options
immediately following completion of the Global Offering (assuming the
Over-allotment Option is not exercised and no further Shares are issued under
the 2023 Share Option Incentive Plan, and no other changes are made to the
issued share capital of our Company between the Latest Practicable Date and
the Listing Date); and
(iv) the details of the outstanding options granted under the 2023 Share Option
Incentive Plan by the range of underlying A Shares, including date of grant,
vesting period, exercise price and the percentage of our Company’s total issued
share capital represented upon completion of the Global Offering.
In light of the above, our Directors believe that the grant of the waiver and exemption
sought under this application and the non-disclosure of the required information will not hinder
potential investors from making an informed assessment of the activities, assets and liabilities,
financial position, management and prospects of our Group and will not prejudice the interest
of the public investors.
The Stock Exchange has granted to us a waiver from strict compliance with the disclosure
requirements under Rule 17.02(1)(b) of the Listing Rules and paragraph 27 of Appendix D1A
to the Listing Rules with respect to the options granted under the 2023 Share Option Incentive
Plan, subject to the conditions that:
(a) the grant of a certificate of exemption from strict compliance with the relevant
Companies (Winding Up and Miscellaneous Provisions) Ordinance requirements by
the SFC;
W AIVERS AND EXEMPTION
–7 7–


--- page 88 ---
(b) on an individual basis, full details of the outstanding options granted by the
Company under the 2023 Share Option Incentive Plan to (i) each of the Directors,
Supervisors, members of the senior management and other connected persons of the
Company and (ii) other grantees who had been granted options to subscribe for an
aggregate number of 50,000 or more A Shares, including all the particulars required
under Rule 17.02(1)(b) of the Listing Rules, paragraph 27 of Appendix D1A to the
Listing Rules and paragraph 10 of Part I of the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance, will be disclosed in this
Prospectus;
(c) in respect of the options granted by our Company under the 2023 Share Option
Incentive Plan to grantees other than those referred to in sub-paragraph (b) above,
disclosure will be made on an aggregate basis, categorized into lots based on the
number of A Shares underlying each individual grantee, being (i) less than 10,000
A Shares and (ii) 10,000 to 49,999 A Shares. For each lot of A Shares, the following
details are disclosed in this Prospectus, including (1) the aggregate number of the
grantees and the number of A Shares subject to the options granted to them under
the 2023 Share Option Incentive Plan, (2) the consideration paid for the grant of the
options granted under the 2023 Share Option Incentive Plan, and (3) the exercise
period and the exercise price for the options granted under the 2023 Share Option
Incentive Plan;
(d) the aggregate number of A Shares underlying the outstanding options and the
percentage of our Company’s total issued share capital represented by such number
of A Shares as of the Latest Practicable Date will be disclosed in this Prospectus;
(e) the potential dilutive effect and the impact on earnings per Share upon full exercise
of the options and the issue of new A Shares in respect of the options will be
disclosed in this Prospectus;
(f) a summary of the principal terms of the 2023 Share Option Incentive Plan will be
disclosed in the section headed “Appendix IV — Statutory and General Information
— 2023 Share Option Incentive Plan” in this Prospectus;
(g) the particulars of this waiver are set out in this Prospectus; and
(h) a full list of all the Grantees with outstanding options over A Shares under the 2023
Share Option Incentive Plan, containing all details as required under Rule
17.02(1)(b) of and paragraph 27 of Appendix D1A to the Listing Rules and
paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance be made available for public inspection in
accordance with “Documents Delivered to the Registrar of Companies in Hong
Kong and Available on Display — Document Available for Inspection” in Appendix
V to this Prospectus.
W AIVERS AND EXEMPTION
–7 8–


--- page 89 ---
The SFC has granted us a certificate of exemption under section 342A of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance exempting our Company from strict
compliance with paragraph 10(d) of Part I of the Third Schedule to the Companies (Winding
Up and Miscellaneous Provisions) Ordinance with respect to the options granted under the
2023 Share Option Incentive Plan, subject to the conditions that:
(a) on an individual basis, full details of the outstanding options granted by the
Company under the 2023 Share Option Incentive Plan to (i) each of the Directors,
Supervisors, members of the senior management and other connected persons of our
Company and (ii) other grantees who had been granted options to subscribe for an
aggregate number of 50,000 or more A Shares, will be disclosed in the section
headed “Appendix IV — Statutory and General Information — 2023 Share Option
Incentive Plan” in Appendix IV to this Prospectus as required by paragraph 10 of
Part I of the Third Schedule to the Companies (Winding Up and Miscellaneous
Provisions) Ordinance;
(b) in respect of the options granted under the 2023 Share Option Incentive Plan to
grantees other than those referred to in sub-paragraph (a) above, disclosure will be
made on an aggregate basis, categorized into lots based on the number of A Shares
underlying each individual grantee, being (i) less than 10,000 A Shares and (ii)
10,000 to 49,999 A Shares. For each lot of A Shares, the following details are
disclosed in this Prospectus, including (1) the aggregate number of the grantees and
the number of A Shares subject to the options granted to them under the 2023 Share
Option Incentive Plan, (2) the consideration paid for the grant of the options granted
under the 2023 Share Option Incentive Plan, and (3) the exercise period and the
exercise price for the options granted under the 2023 Share Option Incentive Plan;
(c) a full list of all the grantees containing all the particulars as required under
paragraph 10 of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, be made available for physical public
inspection in accordance with “Documents Delivered to the Registrar of Companies
in Hong Kong and Available on Display — Document Available for Inspection” in
Appendix V to this Prospectus;
(d) the particulars of this exemption will be disclosed in this Prospectus and that this
Prospectus will be issued on or before June 25, 2025.
W AIVERS AND EXEMPTION
–7 9–


--- page 90 ---
W AIVER IN RESPECT OF ACQUISITION AFTER THE TRACK RECORD PERIOD
Rules 4.04(2) and 4.04(4) of the Listing Rules require that the new applicant include in
its accountants’ report the results and balance sheet of any business or subsidiary acquired,
agreed or proposed to be acquired, since the date to which its latest audited accounts have been
made up, in respect of each of the three financial years immediately preceding the issue of the
listing document.
Pursuant to Note (4) to Rule 4.04(4) of the Listing Rules, the Stock Exchange may
consider granting a waiver of the requirements under Rules 4.04(2) and 4.04(4) on a
case-by-case basis, and having regard to all relevant facts and circumstances and subject to
certain conditions set out thereunder.
Background of the Acquisition
Our Company entered into a share purchase agreement on March 12, 2025 to purchase
70% of shares of Jiangsu Ding Wei Tai Food Co., Ltd. (ʮ̡)( “ Ding
Wei Tai ”) from a group of ten selling shareholders of Ding Wei Tai (the “ Sellers ” and each a
“Seller ”), including, among others, its controlling shareholder Shanghai Hai Xue Run Foods
Co., Ltd. (ʮ̡)( “ Shanghai Hai Xue Run ”) and Ding Wei Tai’s second
largest shareholder Lianyungang Laikar Consulting Management Partnership Enterprise
(Limited Partnership) ( ஹථಥഺ̔ဧፔ༔၍ଣΥྫΆุ(Υྫ)) (“ Laikar Consulting ”),
being the employee shareholding platform of Ding Wei Tai, both of which are controlled by Mr.
Tan Guolin (؍the “ Acquisition ”) and in aggregate hold approximately 62.37% of
shares thereof prior to the Acquisition.
Ding Wei Tai was established in the PRC on March 6, 2014 and is specializing in R&D,
production and sales of high-end quick-frozen flavored and processed products with the main
raw material being imported deep-sea cod. Its product offerings also include quick-frozen
bakery products, such as soft buns, bagels, toast, scones and German-style hard breads. Ding
Wei Tai possesses export qualifications with its market presence covering, among others,
Australia, Japan, Singapore and Hong Kong. As of the Latest Practicable Date, its registered
capital is RMB57,848,608. Ding Wei Tai operates three high-level food industrial parks mainly
in Jiangsu Province with a total area of more than 80,000 square meters. Our Directors believe
that the Acquisition will further complement and improve our sales channels and enrich our
existing product mix, thereby further consolidating our leading position in the quick-frozen
food industry in China. The Acquisition will also help the Group expand our business into
overseas markets and quick-frozen bakery products segment and strengthen our strategic
alliance with companies whose business and growth strategies are complementary to those of
the Group. Our Directors consider that the terms of the Acquisition are on normal commercial
terms, fair and reasonable and in the interest of our Company and the Shareholders as a whole.
W AIVERS AND EXEMPTION
–8 0–


--- page 91 ---
The total consideration for the Acquisition is RMB444,500,000, which was determined
through arms’ length negotiations with the Sellers with reference to the valuation of Ding Wei
Tai, being RMB635,000,000, assuming that the audited net profits would be no less than
RMB55,700,000 for the year ended December 31, 2024, subject to adjustment by applying the
P/E ratio of 11.40 in the event that the audited net profits of Ding Wei Tai would be less than
RMB55,700,000. The consideration also takes into account Ding Wei Tai’s registered capital
and growth potential. The consideration of the Acquisition is expected to be fully settled in
early July 2025 using our internal resource. For the avoidance of doubt, the proceeds of the
Global Offering will not be used to fund the Acquisition.
According to the audited statutory financial statements of Ding Wei Tai for the year ended
December 31, 2024 prepared in accordance with the PRC Generally Accepted Accounting
Principles, (i) its total assets were approximately RMB585.5 million, (ii) its revenues were
approximately RMB594.1 million, and (iii) its net profits were approximately RMB55.8
million.
To the best of our knowledge, information and belief, having made all reasonable
enquiries, each of Ding Wei Tai and its ultimate beneficial owner(s), and each of the Sellers
and their respective ultimate beneficial owner(s) is an Independent Third Party, and has no
other past or present relationship (including, without limitation, family, business, financing,
employment or otherwise) with the Company, its subsidiaries, the Shareholders, Directors,
Supervisors or senior management, or any of their respective associates. Upon the completion
of the Acquisition, which is expected to be in early July 2025, Ding Wei Tai will be held as
to 70%, 23.09% and 6.91% by our Company, Shanghai Hai Xue Run and Laikar Consulting,
respectively, and will become our subsidiary.
Conditions to the waivers granted by the Stock Exchange
We have applied to the Stock Exchange for, and the Stock Exchange has granted a waiver
from strict compliance with Rules 4.04(2) and 4.04(4) of the Listing Rules in respect of the
Acquisition on the following grounds:
(a) Ordinary and usual course of business and independent third parties collaborating
As explained above, Ding Wei Tai is engaged in business activities complementary with
and closely related to the existing business of our Group. As a result, we are of the view that
entering into the Acquisition is within the ordinary and usual course of business of our
Company. In addition, to the best of our knowledge, the counterparties of the Acquisition and
their ultimate beneficial owners are third parties independent of our Company and its
connected persons (as defined in Chapter 14A of the Listing Rules).
W AIVERS AND EXEMPTION
–8 1–


--- page 92 ---
(b) Immateriality of the Acquisition
Based on the financial information of Ding Wei Tai available to our Company, all the
applicable size test percentage ratios (as defined under Rule 14.04(9) of the Listing Rules) in
relation to the Acquisition by reference to the financials of our Group in the most recent
audited financial year of the Track Record Period are less than 5%. Accordingly, our Directors
believe that the Acquisition (i) is immaterial when compared to the scale of our Group’s
operations as a whole, (ii) has not resulted in any significant change to the financial position
of our Group since December 31, 2024, and (iii) all information that is reasonably necessary
for the potential investors to make an informed assessment of the activities or financial position
of our Group has been included in this Prospectus. As such, a waiver from strict compliance
with Rules 4.04(2) and 4.04(4) of the Listing Rules will not affect potential investors’
assessment of our business and future prospects when considering an investment in our
Company.
(c) Impracticality and undue burden
As the Acquisition is still going on, it’s not reasonably practicable to fully familiarize
with the accounting policies of Ding Wei Tai and to gather and compile the necessary financial
information and supporting documents to prepare the financial information of Ding Wei Tai in
strict compliance with Rules 4.04(2) and 4.04(4) of the Listing Rules. Given the immateriality
of the Acquisition to the business, financial condition or operations of our Group, it would also
be unduly burdensome and would require considerable time and resources for our Company
and the Reporting Accountants to prepare the necessary information and supporting documents
for the purpose of disclosure of the audited financial information of Ding Wei Tai in this
Prospectus. As such, it would be impracticable and unduly burdensome for us to disclose the
financial information of Ding Wei Tai in this Prospectus in strict compliance with Rules 4.04(2)
and 4.04(4) of the Listing Rules.
(d) Alternative disclosure of necessary information in this Prospectus
With a view of allowing potential investors to understand the Acquisition in greater detail,
we have set out in this section alternative information in relation to the Acquisition which is
comparable to the information that is required for a discloseable transaction under Chapter 14
of the Listing Rules, including, among other things, (i) descriptions of Ding Wei Tai’s principal
business activities, (ii) the consideration of the Acquisition, how the consideration was
satisfied and the basis upon which the consideration was determined, (iii) a confirmation that
each of the counterparty and the ultimate beneficial owner(s) of the counterparty is an
Independent Third Party, (iv) the total assets, revenues and net profits of Ding Wei Tai for the
latest financial year immediately preceding the transaction, and (v) the reasons for the
Acquisition and the benefits which are expected to accrue to our Group as a result of the
Acquisition.
W AIVERS AND EXEMPTION
–8 2–


--- page 93 ---
ALLOCATION OF H SHARES TO EXISTING MINORITY SHAREHOLDERS AND
THEIR CLOSE ASSOCIATES
Rule 10.04 of the Listing Rules requires that a person who is an existing shareholder of
the issuer may only subscribe for or purchase any securities for which listing is sought which
are being marketed by or on behalf of the issuer either in his or its own name or through
nominees if the conditions in Rules 10.03(1) and (2) of the Listing Rules are fulfilled. It is
provided in Rule 10.03(1) of the Listing Rules that no securities may be offered to existing
shareholders on a preferential basis and no preferential treatment may be given to them in the
allocation of the securities; and in Rule 10.03(2) that the minimum prescribed percentage of
public shareholders required by Rule 8.08(1) must be achieved.
Paragraph 5(2) of Appendix F1 to the Listing Rules provides that no allocations will be
permitted to the existing shareholders of the applicant or their close associates, whether in their
own names or through nominees, in the Global Offering unless the conditions set out in Rules
10.03 and 10.04 of the Listing Rules are fulfilled. Chapter 4.15 of the Guide for New Listing
Applicants provides that the Stock Exchange will consider giving consent and granting waiver
from Rule 10.04 of the Listing Rules to an applicant’s existing shareholders or their close
associates to participate in an initial public offering if any actual or perceived preferential
treatment arising from their ability to influence the applicant during the allocation process can
be addressed.
Prior to the Listing, our Company’s share capital comprises entirely A Shares listed on the
Shanghai Stock Exchange. We have a large and widely dispersed public A Share shareholder
base.
We have applied to the Stock Exchange for, and the Stock Exchange has granted to us,
a waiver from strict compliance with the requirements under Rule 10.04 and consent under
Paragraph 5(2) of Appendix F1 to the Listing Rules to permit H Shares in the International
Offering to be placed to certain existing minority Shareholders who (i) hold less than 5% of
the total number of A Shares in issue of our Company prior to the completion of the Global
Offering and (ii) are not and will not become (upon the completion of the Global Offering) core
connected persons of our Company or the close associates of any such core connected person
(together, the “ Existing Minority Shareholders ”) or their close associates, subject to the
conditions as follows:
(a) each Existing Minority Shareholder to whom our Company may allocate the H
Shares in the International Offering holds less than 5% of the total number of A
Shares in issue of our Company before Listing;
(b) each Existing Minority Shareholder is not, and will not be, a core connected person
of our Company or any close associate of any such core connected person
immediately prior to or following the Global Offering;
W AIVERS AND EXEMPTION
–8 3–


--- page 94 ---
(c) none of the Existing Minority Shareholders have the right to appoint a Director
and/or have any other special rights;
(d) allocation to the Existing Minority Shareholders or their close associates will not
affect our ability to satisfy the public float requirement as prescribed by the Stock
Exchange under Rule 8.08 of the Listing Rules or otherwise approved by the Stock
Exchange;
(e) the Joint Sponsors will confirm to the Stock Exchange in writing that based on (a)
their discussions with our Company and the Overall Coordinators; and (b) the
confirmations provided to the Stock Exchange by our Company and the Overall
Coordinators (confirmations (f) and (g) mentioned below), and to the best of their
knowledge and belief, they have no reason to believe that any of the Existing
Minority Shareholders or their close associates received any preferential treatment,
or is in a position to exert influence on the Company to obtain actual or perceived
preferential treatment in the allocation either as a cornerstone investor or as a placee
by virtue of their relationship with our Company other than the preferential
treatment of assured entitlement under a cornerstone investment following the
principles set out in Chapter 4.15 of the Guide for New Listing Applicants, and
details of the allocation to the Existing Minority Shareholders holding more than 1%
of the issued share capital of the Company immediately prior to the completion of
the Global Offering will be disclosed in this Prospectus and/or the allotment results
announcement, as the case may be;
(f) our Company will confirm to the Stock Exchange in writing that:
(i) in the case of participation as cornerstone investors, no preferential treatment
has been, nor will be, given to the Existing Minority Shareholders or their
close associates by virtue of their relationship with our Company, other than
the preferential treatment of assured entitlement under a cornerstone
investment following the principles set out in Chapter 4.15 of the Guide for
New Listing Applicants, nor is the Existing Minority Shareholder in a position
to exert influence on the Company to obtain actual or perceived preferential
treatment, and the Existing Minority Shareholders or their close associates’
cornerstone investment agreements do not contain any material terms which
are more favorable to the Existing Minority Shareholders or their close
associates than those in other cornerstone investment agreements; or
(ii) in the case of participation as placees, no preferential treatment has been, nor
will be, given to the Existing Minority Shareholders or their close associates,
nor is the Existing Minority Shareholder in a position to exert influence on the
Company to obtain actual or perceived preferential treatment, by virtue of their
relationship with our Company in any allocation in the placing tranche;
W AIVERS AND EXEMPTION
–8 4–


--- page 95 ---
(g) in the case of participation as placees, the Overall Coordinators will confirm to the
Stock Exchange that, to the best of their knowledge and belief, no preferential
treatment has been, nor will be, given to the Existing Minority Shareholders or their
close associates by virtue of their relationship with our Company in any allocation
in the placing tranche.
PUBLIC FLOAT REQUIREMENTS
Rule 8.08(1)(a) and (b) of the Listing Rules requires that there shall be an open market
for the securities for which listing is sought, and that a sufficient public float of an issuer’s
listed securities shall be maintained. Generally, at least 25% of the issuer’s total issued share
capital (excluding treasury shares) must at all times be held by the public. However, the class
of securities for which listing is sought must not be less than 15% of the issuer’s total issued
share capital (excluding treasury shares), having an expected market capitalization at the time
of listing of not less than HK$125 million.
Based on the maximum Offer Price of HK$66.00 and assuming no exercise of the
Over-allotment Option, we expected that the market capitalization of our H Shares will exceed
the minimum expected market capitalization of HK$125 million required by Rules 8.08(1)(b)
and 19A.13A of the Listing Rules. We have applied to the Stock Exchange for, and the Stock
Exchange has granted us, a waiver that the minimum public float requirement under Rules
8.08(1)(b) and 19A.13A be reduced and the minimum percentage of our Company’s H Shares
(being the securities for which listing on the Stock Exchange is sought) upon completion of the
Global Offering held by the public to be the higher of (a) 12.00% (assuming no exercise of the
Over-allotment Option) and (b) such percentage of H Shares to be held by the public
immediately after completion of the Global Offering, as increased by the H Shares to be issued
upon any exercise of the Over-allotment Option, of the total enlarged issued share capital of
the Company (excluding treasury shares).
In order to support the application of this waiver, the Company has confirmed to the Stock
Exchange that the Company will
(a) comply with the public float requirement under Rule 8.08 of the Listing Rules where
at least 25% of the Company’s total number of issued shares (A Shares and H Shares
in aggregate, excluding treasury shares) must be held by the public from time to
time;
(b) announce the percentage of H Shares held by the public immediately after the
completion of the Global Offering (before any exercise of the Over-allotment Option
and after any exercise of the Over-allotment Option);
(c) confirm the sufficiency of public float in successive annual reports after its Listing
(with respect to the Rule 8.08(1)(a) only); and
W AIVERS AND EXEMPTION
–8 5–


--- page 96 ---
(d) implement appropriate measures and mechanisms to ensure continual maintenance
of the minimum 12.00% public float of H Shares (or such higher percentage upon
completion of any exercise of the Over-allotment Option, excluding treasury shares)
upon Listing.
It is expected that after the Listing, our Company may consider the issuance of new H
Shares for the implementation of employee incentive schemes or for other purposes, which may
increase the total number and size of our H Shares and enhance the public float and liquidity
of our H shares.
It is also expected that our H shares will be automatically qualified for trading through
Shanghai-Hong Kong Stock Connect after the Listing upon announcement by the Shanghai
Stock Exchange. Upon our H Shares become eligible for trading through Shanghai -Hong Kong
Stock Connect, they can also be subscribed for and traded by public investors in the PRC in
accordance with the rules of Shanghai-Hong Kong Stock Connect, which will further enhance
the liquidity of our H shares upon Listing.
Furthermore, our Company has been from time to time repurchasing our A Shares on the
Shanghai Stock Exchange which were cancelled by our Company afterwards. Our Company
may further repurchase our A Shares pursuant to relevant mandate granted by the Board and
the general meeting of the Company upon Listing, and such repurchases of A Shares which
were cancelled afterwards will also increase the percentage of our H Shares in the total issued
share capital of our Company and increase the public float percentage of our H Shares.
CONSENT IN RESPECT OF THE PROPOSED SUBSCRIPTION OF H SHARES BY A
CORNERSTONE INVESTOR WHO IS A CONNECTED CLIENT
Paragraph 5(1) of Appendix F1 to the Listing Rules provides that no allocations will be
permitted to “connected clients” of the overall coordinator(s), any syndicate member(s) (other
than the overall coordinator(s)) or any distributor(s) (other than syndicate member(s))
(collectively, the “ Distributors ”, and each a “ Distributor ”), without the prior written consent
of the Stock Exchange.
Paragraph 13(7) of the Appendix F1 to the Listing Rules states that “connected client” in
relation to an exchange participant means any client which is a member of the same group of
companies as such exchange participant.
Huatai Capital Investment Limited (“ HTCI ”) has entered into a cornerstone investment
agreement with the Company, Goldman Sachs (Asia) L.L.C. and China International Capital
Corporation Hong Kong Securities Limited. HTCI and Huatai Securities Company Limited
(“HTSC ”) will enter into a series of cross border delta-one OTC swap transactions (the
“Greenwoods OTC Swaps ”) with each other and their ultimate clients (the “ HTCI Ultimate
Clients (Greenwoods) ”), respectively, pursuant to which HTCI will hold the Offer Shares on
a non-discretionary basis to hedge the Greenwoods OTC Swaps, respectively, while the
economic risks and returns of the underlying Offer Shares are passed to the HTCI Ultimate
W AIVERS AND EXEMPTION
–8 6–


--- page 97 ---
Clients (Greenwoods). HTCI, HTSC and Huatai Financial Holdings (Hong Kong) Limited
(“Huatai ”), one of the Underwriters of the Global Offering, are members of the same group
of companies. Accordingly, HTCI is a connected client of Huatai.
We have applied for, and the Stock Exchange has granted, a consent under paragraph 5(1)
of Appendix F1 to the Listing Rules to permit HTCI (in connection with the Greenwoods OTC
Swaps) to participate in the Global Offering as a cornerstone investor on the following basis
and conditions as set out in Paragraph 5 of Chapter 4.15 of the Guide for New Listing
Applicants:
(a) any Offer Shares to be allocated to HTCI will be held on behalf of independent third
parties;
(b) the cornerstone investment agreements of HTCI do not contain any material terms
which are more favorable to HTCI than those in other cornerstone investment
agreements;
(c) no preferential treatment has been, nor will be, given to HTCI by virtue of its
relationship with Huatai, in any allocation of Offer Shares in the International
Offering other than the assured entitlement under the cornerstone investment
agreements;
(d) HTCI confirms that to the best of its knowledge and belief, it has not received and
will not receive preferential treatment in the allocation of Offer Shares in the Global
Offering as a cornerstone investor by virtue of its relationship with Huatai, other
than the assured entitlement under the relevant cornerstone investment agreements;
(e) each of the Company, the Overall Coordinators and HTCI has provided the Stock
Exchange with written confirmations in accordance with Chapter 4.15 of the Guide
for New Listing Applicants; and
(f) details of the cornerstone investment and details of the allocations will be disclosed
in this prospectus and the allotment results announcement.
DISCLOSURE OF OFFER PRICE
Paragraph 15(2)(c) of Appendix D1A to the Listing Rules provides that the issue price or
offer price of each security must be disclosed in the prospectus. Pursuant to Paragraph 12 of
the Guide, the Stock Exchange also allows an indicative offer price range to be included in the
prospectus, as an alternative to the disclosure of a fixed offer price.
W AIVERS AND EXEMPTION
–8 7–


--- page 98 ---
We have applied to the Stock Exchange a waiver from strict compliance with paragraph
15(2)(c) of Appendix D1A to the Listing Rules so that the Company will only disclose the
maximum Offer Price in the Prospectus on the below basis:
(a) The Offer Price will be determined with reference to, among other factors, the
closing price of the Company’s A Shares on the Shanghai Stock Exchange on the last
trading day on or before the Price Determination Date. Our Company is unable to
control the trading price of our A Shares on the Shanghai Stock Exchange;
(b) Setting a fixed offer price or an offer price range with a low-end may adversely
affect our ability to price our H Shares in the best interests of our Shareholders and
the market price of the A Shares and the Hong Kong Offer Shares;
(c) Pursuant to paragraphs 9 and 10(b) of the Third Schedule to the Companies
(Winding Up and Miscellaneous Provisions) Ordinance, the amount payable on
application and allotment on each share, and the price to be paid for shares
subscribed for, shall be specified in the Prospectus, respectively. Disclosure of a
maximum offer price complies with the requirements prescribed under paragraphs 9
and 10(b) of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance by providing a clear indication of the
maximum subscription consideration a potential investor shall pay for the Offer
Shares; and
(d) A maximum Offer Price will be disclosed in this Prospectus. This alternative
disclosure approach would not prejudice the interests of the investing public in
Hong Kong.
The Stock Exchange has granted to us a waiver from strict compliance with paragraph
15(2)(c) of Appendix D1A to the Listing Rules on the conditions that the Prospectus will
disclose:
(a) the maximum Offer Price;
(b) the time for the determination of the Offer Price and the form of its publication;
(c) the historical prices of the Company’s A Shares and trading volume on the Shanghai
Stock Exchange during the Track Record Period and up to the Latest Practicable
Date;
(d) the determinants of the final Offer Price; and
(e) the source for investor to access the latest market price of the Company’s A Shares.
See “Structure of the Global Offering — Pricing — Determining the Pricing of the Offer
Shares” in this Prospectus for the historical prices of our A Shares and trading volume on the
Shanghai Stock Exchange.
W AIVERS AND EXEMPTION
–8 8–


--- page 99 ---
DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This Prospectus, for which our Directors (including any proposed director who is named
as such in this Prospectus) collectively and individually accept full responsibility, includes
particulars given in compliance with the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (Chapter 571V
of the Laws of Hong Kong) and the Listing Rules for the purpose of giving information to the
public with regard to our Group. Our Directors (including any proposed director who is named
as such in this Prospectus), having made all reasonable enquiries, confirm that, to the best of
their knowledge and belief, the information contained in this Prospectus is accurate and
complete in all material respects and not misleading or deceptive, and there are no other
matters the omission of which would make any statement herein or this Prospectus misleading.
CSRC FILING
According to the Overseas Listing Trial Measures, we are required to complete the filing
procedures with the CSRC in connection with the proposed Listing. We have submitted a filing
to the CSRC for application for the Listing on January 23, 2025. The CSRC has issued the
filing notice dated May 15, 2025, confirming our completion of the filing procedures in
connection with the proposed Listing and the Global Offering as required under the Overseas
Listing Trial Measures for the Global Offering.
THE HONG KONG PUBLIC OFFERING AND THIS PROSPECTUS
This Prospectus is published solely in connection with the Hong Kong Public Offering,
which forms part of the Global Offering. The Global Offering comprises the Hong Kong Public
Offering of initially 3,999,500 Offer Shares and the International Offering of initially
35,995,200 Offer Shares (subject to, in each case, reallocation on the basis referred to in
“Structure of the Global Offering” in this Prospectus and, in case of the International Offering,
to any exercise of the Over-allotment Option).
The listing of our H Shares on the Stock Exchange is sponsored by the Joint Sponsors and
the Global Offering is managed by the Overall Coordinators. The Hong Kong Public Offering
is fully underwritten by the Hong Kong Underwriters pursuant to the Hong Kong Underwriting
Agreement, subject to us and the Overall Coordinators (for themselves and on behalf of the
Hong Kong Underwriters) agreeing on the Offer Price. The International Offering is expected
to be fully underwritten by the International Underwriters pursuant to the terms of the
International Underwriting Agreement which is expected to be entered into on or around
Wednesday, July 2, 2025. For further information regarding the Underwriters and the
Underwriting Agreements, see “Underwriting” in this Prospectus.
The Offer Shares are offered solely on the basis of the information contained and
representations made in this Prospectus and on the terms and subject to the conditions set out
herein and therein. No person is authorized to give any information in connection with the
Global Offering or to make any representation not contained in this Prospectus, and any
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–8 9–


--- page 100 ---
information or representation not contained herein must not be relied upon as having been
authorized by our Company, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Underwriters, the Capital
Market Intermediaries, 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 or
development in our affairs since the date of this Prospectus or that the information in this
Prospectus is correct as of any date subsequent to the date of this Prospectus.
STRUCTURE OF THE GLOBAL OFFERING
For details of the structure of the Global Offering (including its conditions) and the
arrangements relating to the Over-allotment Option and stabilization, see “Structure of the
Global Offering” and “Underwriting” in this Prospectus.
RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering
will be required to, or be deemed by his/her acquisition of Hong Kong Offer Shares to, confirm
that he/she is aware of the restrictions on the offer and sale of the Hong Kong Offer Shares
described in this Prospectus.
No action has been taken to permit a public offering of the Offer Shares or the distribution
of this Prospectus in any jurisdiction other than Hong Kong. Accordingly, without limitation
to the following, this Prospectus may not be used for the purpose of, and does not constitute,
an offer or invitation in any jurisdiction or in any 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. In particular, the Offer Shares have not been offered and sold, and will not be
offered and sold, directly or indirectly, in the PRC or the United States.
APPLICATION FOR LISTING OF THE H SHARES ON THE HONG KONG STOCK
EXCHANGE
We have applied to the Hong Kong Stock Exchange for the granting of listing of, and
permission to deal in, our H Shares to be issued pursuant to the Global Offering (including any
H Shares which may be issued pursuant to the exercise of the Over-allotment Option).
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–9 0–


--- page 101 ---
Dealings in the H Shares on the Hong Kong Stock Exchange are expected to commence
on Friday, July 4, 2025. Save as the A Shares that have been listed on the Shanghai Stock
Exchange and our pending application to the Hong Kong Stock Exchange for the listing of, and
permission to deal in, the H Shares, no part of our share capital or debt securities is listed on
or dealt in on any other stock exchange, and no such listing or permission to list is being or
proposed to be sought as of the Latest Practicable Date. Under section 44B(1) of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance, any allotment made in
respect of any application will be invalid if the listing of, and permission to deal in, the H
Shares on the Hong Kong Stock Exchange is refused before the expiration of three weeks from
the date of the closing of the application lists, or such longer period (not exceeding six weeks)
as may, within the said three weeks, be notified to our Company by or on behalf of the Hong
Kong Stock Exchange.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of the listing of, and permission to deal in, the H Shares on the
Hong Kong Stock Exchange and compliance with the stock admission requirements of
HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance
and settlement in CCASS with effect from the date of commencement of dealings in the H
Shares on the Hong Kong Stock Exchange or on any other date as determined by HKSCC.
Settlement of transactions between participants of the Hong Kong Stock Exchange is required
to take place in CCASS on the second settlement day after any trading day. All activities under
CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in
effect from time to time.
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS. Investors should seek the advice of their stockbrokers or other professional advisers
for details of the settlement arrangements as such arrangements may affect their rights and
interests.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedures for applying for Hong Kong Offer Shares are set out in “How to Apply
for Hong Kong Offer Shares” in this Prospectus.
H SHARE REGISTER AND STAMP DUTY
All of the Offer Shares will be registered on our H Share register of members to be
maintained by our H Share Registrar, Computershare Hong Kong Investor Services Limited, in
Hong Kong. Our principal register of members will be maintained by us at our headquarters
in the PRC.
Dealings in the H Shares registered on the H Share register of members of our Company
in Hong Kong will be subject to Hong Kong stamp duty.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–9 1–


--- page 102 ---
Unless determined otherwise by our Company, dividends payable in respect of our H
Shares will be paid to the Shareholders listed on the H Share register of members of our
Company in Hong Kong, by ordinary post, at the H Shareholders’ risk, to the registered address
of each H Shareholder of our Company.
PROFESSIONAL TAX ADVICE RECOMMENDED
Potential investors in the Global Offering are recommended to consult their professional
advisers as to the taxation implications of subscribing for, purchasing, holding or disposal of,
and/or dealing in the H Shares or exercising rights attached to them. None of us, the 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 or representatives or any
other person or party involved in the Global Offering accepts responsibility for any tax effects
on, or liabilities of, any person resulting from the subscription, purchasing, holding,
disposition of, or dealing in, the H Shares or exercising any rights attached to them.
EXCHANGE RATE CONVERSION
Solely for your convenience, this Prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars.
Unless indicated otherwise, (i) the translations between Renminbi and U.S. dollars were
made at the rate of RMB7.1789 to US$1.00, (ii) the translations between Hong Kong dollars
and Renminbi were made at the rate of RMB0.9146 to HK$1.00, and (iii) the translations
between U.S. dollars and Hong Kong dollars were made at the rate of HK$7.8495 to US$1.00,
being the PBOC rates prevailing on June 16, 2025.
No representation is made that the amounts denominated in one currency could actually
be converted into the amounts denominated in another currency at the rates indicated or at all.
LANGUAGE
If there is any inconsistency between this Prospectus and its Chinese translation, 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 name shall prevail.
ROUNDING
Certain amounts and percentage figures included in this Prospectus have been subject to
rounding adjustments. Any discrepancies between totals and sums of amounts listed in any
table, chart or elsewhere in this Prospectus are due to rounding.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
–9 2–


--- page 103 ---
DIRECTORS
Name Address Nationality
Executive Directors
Mr. Liu Mingming ( ᄎჼჼ) No. 76, Y unhai Villa, Huangcuo
Siming District
Xiamen, Fujian Province
PRC
Chinese
Mr. Zhang Gaolu ( ௝৷༩) Room 104, Building 1
Wangjiangyuan Community
197 Jiangbin West Avenue
Taijiang District
Fuzhou, Fujian Province
PRC
Chinese
Mr. Zhang Qingmiao (ߴHuxi Living Area
(1st and 2nd Floors
Upper Left Unit of
Y uan Liu Er Lou)
6 Xinghua Road
Siming District
Xiamen, Fujian Province
PRC
Chinese
Mr. Huang Jianlian (ᑌ) Unit 3-102, Building 3, Block 4
Green Garden New City
Haicang District
Xiamen, Fujian Province
PRC
Chinese
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 3–


--- page 104 ---
Name Address Nationality
Non-executive Directors
Dr. Zheng Y anan (یUnit 17, Block 1, Lijing Garden
Shunyi District
Beijing
PRC
Chinese
Mr. Dai Fan ( Ꮦɭ) Room 102, Unit 2, Building 1
Fucheng Garden
89 Bei Si Huan East Road
Chaoyang District
Beijing
PRC
Chinese
(Hong Kong)
Independent Non-executive Directors
Dr. Zhao Bei ( Ⴛႍ) Room 701, Baicheng Building 28
Xiamen University
Siming District
Xiamen, Fujian Province
PRC
Chinese
Ms. Zhang Mei ( ੵૠ) No. 107, Block 15, Fulu Fang
3 Gongmao Road, Jinyu Village
Shangjie Town, Minhou County
Fuzhou, Fujian Province
PRC
Chinese
Mr. Zhang Y ueping ( ੵᚔ̻) Room 601, Building 4
240 Lvling Road
Siming District
Xiamen, Fujian Province
PRC
Chinese
Dr. Liu Xiaofeng (ࢤFlat E, 30/F, Pine Mansion
Harbour View Gardens
26 Taikoo Wan Road
Taikoo Shing
Hong Kong
Chinese
(Hong Kong)
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 4–


--- page 105 ---
SUPERVISORS
Name Address Nationality
Mr. Zhang Guangxi ( ੵΈᖗ) No. 137 Xi Dao Kou
Fengtai District
Beijing
PRC
Chinese
Mr. Zhang Wei ( ੵਃ) Room 227-1001, Dong Hai Wan
Maluan Bay Metro Community
Fulian Erli
Haicang District
Xiamen, Fujian Province
PRC
Chinese
Ms. Wang Xiaojiao ( ˮʃᄮ) Room 521, Unit 5, Building 1
Y ang Y un Apartment
Xiayang South Road
Haicang District
Xiamen, Fujian Province
PRC
Chinese
For further details on our Directors and Supervisors, see the section headed “Directors,
Supervisors and Senior Management”.
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 5–


--- page 106 ---
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
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Sponsor-Overall Coordinators, Overall
Coordinators, Joint Global
Coordinators, Joint Bookrunners and
Joint Lead Managers
Goldman Sachs (Asia) L.L.C.
68/F, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Joint Global Coordinators, Joint
Bookrunners and Joint Lead Managers
Ping An Securities (Hong Kong) Company
Limited
Units 3601, 07& 11-13, 36/F The Center
99 Queen’s Road Central
Hong Kong
CMB International Capital Limited
45/F, Champion Tower
3 Garden Road
Central
Hong Kong
China Securities (International)
Corporate Finance Company Limited
18/F, Two Exchange Square
8 Connaught Place, Central
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 6–


--- page 107 ---
Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
Joint Bookrunners and Joint Lead
Managers
China Galaxy International Securities
(Hong Kong) Co., Limited
20/F Wing On Centre
111 Connaught Road, Central
Hong Kong
UOB Kay Hian (Hong Kong) Limited
6/F, Harcourt House
39 Gloucester Road
Hong Kong
GF Securities (Hong Kong) Brokerage
Limited
27/F, GF Tower
81 Lockhart Road, Wan Chai
Hong Kong
CCB International Capital Limited
12/F, CCB Tower
3 Connaught Road Central, Central
Hong Kong
China Industrial Securities International
Capital Limited
32/F, Infinitus Plaza
199 Des V oeux Road Central, Sheung Wan
Hong Kong
Capital Market Intermediaries Goldman Sachs (Asia) L.L.C.
68/F, Cheung Kong Center
2 Queen’s Road Central
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 7–


--- page 108 ---
China International Capital Corporation
Hong Kong Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Ping An Securities (Hong Kong) Company
Limited
Units 3601, 07& 11-13, 36/F The Center
99 Queen’s Road Central
Hong Kong
CMB International Capital Limited
45/F, Champion Tower
3 Garden Road
Central
Hong Kong
China Securities (International)
Corporate Finance Company Limited
18/F, Two Exchange Square
8 Connaught Place, Central
Hong Kong
Huatai Financial Holdings (Hong Kong)
Limited
62/F, The Center
99 Queen’s Road Central
Hong Kong
China Galaxy International Securities
(Hong Kong) Co., Limited
20/F Wing On Centre
111 Connaught Road, Central
Hong Kong
UOB Kay Hian (Hong Kong) Limited
6/F, Harcourt House
39 Gloucester Road
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 8–


--- page 109 ---
GF Securities (Hong Kong) Brokerage
Limited
27/F, GF Tower
81 Lockhart Road, Wan Chai
Hong Kong
CCB International Capital Limited
12/F, CCB Tower
3 Connaught Road Central, Central
Hong Kong
China Industrial Securities International
Capital Limited
32/F, Infinitus Plaza
199 Des V oeux Road Central, Sheung Wan
Hong Kong
Legal Advisors to our Company As to Hong Kong and U.S. laws
Davis Polk & Wardwell
10/F, The Hong Kong Club Building
3A Chater Road
Central
Hong Kong
As to PRC laws
Tian Yuan Law Firm
Suite 509, Tower A, Corporate Square
35 Financial Street
Xicheng District
Beijing, PRC
Legal Advisors to the Joint Sponsors and
the Underwriters
As to Hong Kong and U.S. laws
Clifford Chance
27/F, Jardine House
One Connaught Place
Central
Hong Kong
As to PRC laws
Haiwen & Partners
20/F, Fortune Financial Center
5 Dong San Huan Central Road
Chaoyang District
Beijing, PRC
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
–9 9–


--- page 110 ---
Reporting Accountants and
Independent Auditor
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.
2504 Wheelock Square
1717 Nanjing West Road
Shanghai 200040, China
Compliance Advisor Ping An of China Capital (Hong Kong)
Company Limited
Units 3601, 07 & 11-13
36/F, The Center
99 Queen’s Road Central
Hong Kong
Receiving Bank CMB Wing Lung Bank Limited
CMB Wing Lung Bank Building
45 Des V oeux Road Central
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 100 –


--- page 111 ---
Registered Office No. 2508, Xinyang Road
Haicang District
Xiamen, Fujian Province
PRC
Headquarters and Principal Place of
Business in the PRC
No. 2508, Xinyang Road
Haicang District
Xiamen, Fujian Province
PRC
Principal Place of Business in
Hong Kong
46/F, Hopewell Centre
183 Queen’s Road East
Wanchai
Hong Kong
Company’s Website www.anjoyfood.com
(The information contained in this website
does not form part of this Prospectus)
Joint Company Secretaries Mr. Liang Chen ( ૑ો)
No. 2508, Xinyang Road
Haicang District
Xiamen, Fujian Province
PRC
Mr. Ng Tung Ching Raphael (ᆋ)
(Associate Member of The Hong Kong
Chartered Governance Institute)
46/F, Hopewell Centre
183 Queen’s Road East
Wanchai
Hong Kong
Authorized Representatives Mr. Liu Mingming ( ᄎჼჼ)
No. 2508, Xinyang Road
Haicang District
Xiamen, Fujian Province
PRC
Mr. Ng Tung Ching Raphael (ᆋ)
46/F, Hopewell Centre
183 Queen’s Road East
Wanchai
Hong Kong
CORPORATE INFORMATION
– 101 –


--- page 112 ---
Audit Committee Ms. Zhang Mei ( ੵૠ) (Chairperson)
Mr. Dai Fan ( Ꮦɭ)
Dr. Zhao Bei ( Ⴛႍ)
Nomination Committee Mr. Zhang Y ueping ( ੵᚔ̻) (Chairperson)
Mr. Liu Mingming ( ᄎჼჼ)
Ms. Zhang Mei ( ੵૠ)
Remuneration and Evaluation Committee Dr. Zhao Bei ( Ⴛႍ) (Chairperson)
Mr. Zhang Gaolu ( ௝৷༩)
Mr. Zhang Y ueping ( ੵᚔ̻)
Strategy Committee Mr. Liu Mingming ( ᄎჼჼ) (Chairperson)
Mr. Zhang Qingmiao (ߴ)
Mr. Huang Jianlian (ᑌ)
Sustainability Committee Mr. Liu Mingming ( ᄎჼჼ) (Chairperson)
Mr. Zhang Qingmiao (ߴ)
Dr. Zheng Y anan (ی)
Mr. Huang Jianlian (ᑌ)
Mr. Zhang Y ueping ( ੵᚔ̻)
H Share Registrar Computershare Hong Kong Investor
Services Limited
Shops 1712-1716, 17th Floor
Hopewell Centre
183 Queen’s Road East
Wan Chai, Hong Kong
Principal Banks China Everbright Bank, Xiamen Branch
Floor 1-7, Mingfang Building
No. 160 Hubin Middle Road
Siming District
Xiamen, Fujian Province
PRC
China Construction Bank, Xiamen
Xinyang Sub-branch
Floor 1-2, West Side
No. 19 Xinsheng Road, Xinyang Street
Haicang District
Xiamen, Fujian Province
PRC
CORPORATE INFORMATION
– 102 –


--- page 113 ---
The information and statistics set out in this section and other sections of this
Prospectus were extracted from the F&S Report, a market research report prepared by
Frost & Sullivan, an independent global consulting firm that was commissioned by the
Company, and from various official government publications and available resources
from public market research. The Company engaged Frost & Sullivan to prepare the F&S
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, any of 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 discussion of risks related to the
Group’ s industry, see “Risk Factors — Risks Relating to Our Industry and Business” in
this Prospectus.
OVERVIEW OF GLOBAL QUICK-FROZEN FOOD INDUSTRY
Quick-frozen food refers to pre-packaged food, designed for dining settings, that is made
from major raw materials such as aquatic ingredients, meat, grains, powdered ingredients and
beans to which water, oil, condiments and other auxiliary materials are added, and which is
processed through washing, cutting, seasoning, marinating, cooking and quick-freezing
process. The quick-freezing process rapidly lowers the food’s thermal center temperature to
below -18°C. Quick-frozen food should be stored, transported, and sold at such temperature.
In recent years, the global quick-frozen food industry has witnessed significant growth,
building on an already robust foundation. From 2019 to 2024, the market size of the global
quick-frozen food industry grew at a CAGR of 7.0%, reaching USD417.7 billion by 2024.
Looking ahead, the global quick-frozen food industry is expected to grow steadily, driven by
factors such as increasing penetration among customers, diversification of product categories,
technological advancements and enhanced infrastructure. From 2024 to 2029, the global
quick-frozen food industry is expected to grow at a CAGR of 6.0%. On a regional scale, North
America, Asia and Western Europe represent the largest regional markets globally. In 2024, the
Asian quick-frozen food market reached USD90.6 billion and is expected to lead the growth
rate among the markets of all regions at a CAGR of 7.8% over the next five years.
INDUSTRY OVERVIEW
– 103 –


--- page 114 ---
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E2019
CAGR 2019-2024 2024-2029E
Total 7.0% 6.0%
Asia 8.8% 7.8%
North America 8.0% 6.3%
Latin America 7.6% 6.0%
Western Europe 5.2% 5.0%
Eastern Europe 6.0% 4.9%
Rest of the World 4.2% 4.0%
USD Billion, 2019-2029E
Market Size of Quick-Frozen Food Industry in the World, by Revenue, breakdown by Region
North America
Asia
Western Europe
Latin America
Eastern Europe
Rest of the World
32.3 34.1 35.8 36.733.5 37.8 39.8 40.8 42.7 45.0 48.1 50.0 51.838.0 37.1 40.8 47.5 54.4 54.8 57.1 60.6 65.3 69.3 73.269.7 80.0 82.8 77.0 87.2 89.7 94.3 99.0 105.3 110.3 114.7
59.4 62.9 71.9 80.1 88.9 90.6 94.5 101.8 112.3 122.0 131.6
76.1 88.2 90.4 101.6
111.2 111.8 116.1 124.0
134.0
142.9 152.1
30.9
298.1
325.9 346.2 372.0
411.6 417.7 435.5
462.7
499.2
530.2
560.0
30.5
24.5
31.3
26.4 26.8 28.0 30.0 30.1
Source: World Bank, Frost & Sullivan
Overview of the Major Markets for Quick-Frozen Food
The global quick-frozen food industry is at varying development stages across different
countries. China is the world’s second-largest market for quick-frozen food products, which
remains in a growth phase, with substantial room for expansion. Southeast Asia as an emerging
market is developing rapidly, showing swift increases in both market size and industry
concentration. For countries such as United Kingdom, the United States and Japan, quick-
frozen food industries in these countries have reached a mature stage which is characterized by
steady growth and high market concentration.
Country/Region
~ 43%6.7%USD61.6 BillionUnited States
~ 15%9.4%USD31.4 BillionChina
~ 35%5.8%USD16.9 BillionGermany
~ 40%5.6%USD11.8 BillionUnited Kingdom
~ 70%3.1%USD9.9 BillionJapan
< 5%14.0%USD10.7 BillionSoutheast Asia
< 8%14.1%USD3.2 Billion
< 5%13.5%USD1.2 Billion
< 7%14.5%USD1.0 Billion
Market Size of Quick-
frozen Food Industry (2024)
CAGR of Market Size
(2024-2029E)
Market Share of Top Five Companies
(in terms of Revenue in 2024)
– Indonesia
– Philippines
– Thailand
Market Size and Industry Concentration of Quick-frozen Food Industry in Selected Countries and Regions
Source: Statistical Bureau and Industry Association of Respective Countries, Frost & Sullivan
INDUSTRY OVERVIEW
– 104 –


--- page 115 ---
 Quick-frozen food industry in China . With a market size of USD31.4 billion in
2024, China represents the second largest market in this industry, and the
quick-frozen food industry in China is still in its growth phase compared to mature
markets. With recovery in growth of the catering industry, rising individual
customer and household consumption, and increasing penetration among both
businesses and individual customers, China’s quick-frozen food industry is
projected to grow rapidly at a CAGR of 9.4% from 2024 to 2029. On the other hand,
the industry remains relatively fragmented, with the top five market players holding
only 15% market share in terms of revenue in 2024 — far below the concentration
rates of mature markets (i.e. 43% in the United States, 40% in the United Kingdom,
and 70% in Japan). This suggests considerable potential for further market
consolidation. Per capita consumption of quick-frozen food in China was 10.0
kilograms in 2024, substantially lower than in mature markets (i.e. 62.6 kilograms
in the United States, 45.9 kilograms in the United Kingdom, and 25.3 kilograms in
Japan).
 Overview of the Quick-Frozen Food Industry in the United Kingdom . Europe, a
key segment of the global quick-frozen food industry, has a long history of
development and well-established consumer patterns. Major players in this market
include both local companies and multinational corporations. The quick-frozen food
market in the United Kingdom is relatively developed, with top five companies
holding approximately 40% market share in terms of revenue in 2024. While the top
players are multinational companies benefiting from extensive supply chains, brand
recognition and a diverse range of product offerings, the market has not yet reached
a monopolistic state, and no single player dominates the industry. This creates
opportunities for new entrants, who can capture market share by introducing
differentiated products, such as those catering to specific consumer groups such as
the Chinese community. The United Kingdom has a well-established cold chain
logistics system, which ensures that quick-frozen foods are kept with the required
temperature throughout the entire transportation process, from production to retail.
This efficient infrastructure supports the reliable distribution of quick-frozen food
products and contributes to the market’s growth. The market size of quick-frozen
food in the United Kingdom in terms of revenue was USD11.8 billion in 2024, and
is expected to reach USD15.5 billion in 2029, representing a CAGR of 5.6%.
 Quick-frozen food industry in Southeast Asia . Southeast Asia’s quick-frozen food
industry as a late starter experienced rapid growth reaching a market size of
approximately USD10.7 billion in 2024, and is projected to grow at a CAGR of
14.0% from 2024 to 2029. Meanwhile, the industry remains highly fragmented, with
the top five market players holding a combined market share of below 5% in terms
of revenue in 2024. There is no dominant local company, suggesting significant
opportunities for further consolidation. The region’s large population and rising
trend for convenient dining make it particularly receptive to quick-frozen food
products, especially those popular in China. The substantial halal food market,
especially in Indonesia — home to the world’s largest halal food consumption
population — presents a unique opportunity, as quick-frozen foods are produced
with consistent process and quality. Furthermore, Southeast Asia’s established
reputation in the halal food sector is likely to enhance the recognition of major
market players in the global halal market.
INDUSTRY OVERVIEW
– 105 –


--- page 116 ---
 Quick-frozen food industry in mature markets . In countries such as the United
States, the United Kingdom and Japan, the quick-frozen food industry is well-
established, characterized by its large market size and high market concentration.
Particularly in the United States, where the quick-frozen food industry has a long
development history and a mature market, the competitive landscape is stable and
concentrated. In 2024, the top five leading players held approximately 43% of the
total market share in terms of revenue. In recent years, the overseas expansion of
Chinese brands and culture has led to a steady increase in the penetration of Chinese
cuisine globally. The global market for Chinese cuisine restaurants is witnessing
rapid growth at a CAGR of 8.6% from 2024 to 2029. As a result, the export market
for quick-frozen flavored and processed products is expected to enter a phase of
accelerated growth. In the catering industry, catering businesses specialized in hot
pot and malatang are leading the overseas expansion, with robust momentum in
global markets. The overseas hot pot catering market is projected to reach USD70.4
billion by 2029, with a CAGR of 10.1% from 2024 to 2029, presenting significant
growth opportunities for quick-frozen flavored and processed products in
conjunction with the global expansion of hot pot and similar culinary styles. The
global quick-frozen food market is witnessing a rising acceptance of quick-frozen
food among businesses and individual customers, with the customer base
progressively expanding beyond Chinese communities, demonstrating sustained
growth potential.
Different regions around the world offer different food ingredients, which enable global
procurement and production, which creates cost advantages for developing localized
operations. This presents an opportunity for companies to develop high-end products by
sourcing raw materials from premium production regions.
OVERVIEW OF CHINA’S QUICK-FROZEN FOOD INDUSTRY
Quick-frozen food in China mainly includes quick-frozen flavored and processed
products, quick-frozen prepared dishes and quick-frozen flour and rice products, along with
others such as quick-frozen soup products.
 Quick-frozen flavored and processed products . Quick-frozen flavored and
processed products refer to pre-packaged food that is made from aquatic ingredients
and/or meat as the main raw materials, combined with other ingredients such as
grains, beans and eggs, plus condiments. Quick-frozen flavored and processed
products are mainly produced through seasoning and shaping process, followed by
quick-freezing.
 Quick-frozen prepared dishes . Quick-frozen prepared dishes refer to pre-packaged
dish products that are made from aquatic ingredients and/or meat as the main raw
materials, combined with other ingredients and condiments. Quick-frozen prepared
dishes products undergo pre-processing (such as cutting, mixing, marinating,
kneading, shaping and seasoning) and/or pre-cooking (such as frying, deep-frying,
baking, boiling or steaming) process, followed by quick-freezing process. They
mainly include semi-finished and finished dish products which require heating or
cooking before final consumption.
INDUSTRY OVERVIEW
– 106 –


--- page 117 ---
 Quick-frozen flour and rice products . Quick-frozen flour and rice products refer to
pre-packaged food that is made from grains such as wheat, rice, corn and other
cereal products as the main raw materials, combined with other ingredients and
condiments. They are processed through pre-cooking and quick-freezing.
Market Size of China’s Quick-Frozen Food Industry
Compared to markets with well-established quick-frozen food industries such as Japan
and the United States, China’s quick-frozen food industry is in the development phase. The
industry experienced rapid growth from 2019 to 2024 at a 11.8% CAGR, reaching RMB221.2
billion in 2024. China’s quick-frozen food industry is set for continued expansion, driven by
several factors including growing demand from the catering businesses, increased household
consumption due to increasing penetration among individual customers, improved product
quality and nutrition and enhanced cold chain infrastructure. With a projected CAGR of 9.4%
from 2024 to 2029, the industry is expected to outpace other food and beverage related
industries such as staple food, snacks, oil, condiments and liquid milk, indicating strong
growth potential. Quick-frozen food accounted for over 20% of the packaged food market in
terms of revenue in 2024. Packaged food refers to products that are pre-quantified and
packaged in specific materials and containers, mainly including ready-to-eat food, ready-to-
heat food, ready-to-cook food and prepared ingredients.
Overview of China’s Quick-Frozen Food Industry
Market Size of China’s Quick-Frozen Food, in Terms of Revenue, Breakdown by Product
Category
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E2019
0.50.5 0.60.6 0.70.7 0.70.7 0.8 0.8 0.90.9 0.9 0.9 1.01.0 1.21.2 1.31.3 1.51.5
CAGR 2019-2024 2024-2029E
Quick-Frozen Flavored and Processed Products 4.6% 7.1%
Quick-Frozen Prepared Dishes 45.9% 16.1%
Quick-Frozen Flour and Rice Products 2.6% 1.5%
Others 11.1% 11.6%
Overall 11.8% 9.4%
RMB Billion, 2019-2029E
Market Size of Quick-Frozen Food Industry in China, in terms of Revenue, breakdown by Product Category
Quick-Frozen Flavored and Processed Products
Quick-Frozen Prepared Dishes
Quick-Frozen Flour and Rice Products
Others
67.7 72.7 78.2 81.1 81.6 77.1 77.3 78.1 79.8 81.4 82.9
24.1
49.2 67.6 80.1 86.8 94.7 109.9 133.0 157.7 183.2
45.1 41.9
47.4
51.1 55.3 56.5 59.1
64.0
70.2
75.4
79.7
126.5 139.3
175.5
200.6 217.7 221.2 232.0
253.0
284.2
315.7
347.3
13.113.1
Source: National Bureau of Statistic, Frost & Sullivan
INDUSTRY OVERVIEW
– 107 –


--- page 118 ---
Driving Factors for China’s Quick-Frozen Food Industry
Increasing Chain Rate in China’s Catering Market
The chain rate of catering industry in China increased from 13.3% in 2019 to 22.0% in
2024. While this rate remains lower than those of mature markets (approximately 55% in the
United States and approximately 50% in Japan), it is expected to continue rising. These
restaurant chains encompass diverse Chinese catering formats, including hot pot, malatang and
barbecue, all of which generate significant demand for standardized and prepared ingredients.
Quick-frozen food companies are well-positioned to meet the needs of these restaurant chains
by providing quality products that ensure consistent taste across multiple locations.
Furthermore, the China’s catering industry experienced stable growth in 2024 with the
recovery and improvement of offline consumption scenario. Its market size in terms of revenue
reached RMB5,571.8 billion in 2024, growing at a CAGR of 3.6% from 2019 to 2024. It is
expected that China’s catering industry will continue the expansion in the future, promoting the
growth of demand for quick-frozen food in China.
Group Catering Businesses’ Pursuit of Standardization, Quality, and Efficiency
The group catering market, with a market size of RMB2,067.1 billion in 2024, is
characterized by suppliers primarily offering meals and services in a group setting. This market
has witnessed rapid growth in recent years, with a projected CAGR of 9.1% from 2024 to 2029.
Group catering requires a high level of standardization and quality assurance, particularly
regarding food safety, consistent quality, and operational efficiency, all of which align
seamlessly with the characteristics of quick-frozen food. Accordingly, the quick-frozen food
industry is expected to benefit significantly from the expansion of the group catering market.
Growth of Western Cuisine
In 2024, China’s western cuisine market reached RMB917.5 billion, accounting for 16.5%
of the overall catering market. From 2024 to 2029, this market is expected to grow at a CAGR
of 9.8%, outpacing the overall China’s catering market. This growth is driven by Western
dishes becoming more localized, menu options diversifying, and expanding into lower-tier
cities. Additionally, in comparison with Chinese cuisine, the simpler cooking methods in
Western cuisine make it easier to achieve standardization in production of quick-frozen foods,
resulting in consistent quality and taste. Therefore, the widespread use of quick-frozen foods
in western cuisine restaurants is driving the growth of the quick-frozen food industry.
Increasing Penetration Among Individual Customers in the Household Consumption
Scenarios
Quick-frozen foods offer significant convenience and variety, effectively addressing the
time constraints faced by household customers in an increasingly fast-paced lifestyle. This
growing demand is further supported by the rise in disposable income, as Chinese residents’
per capita disposable income grew from RMB30,733 in 2019 to RMB41,314 in 2024, at a
INDUSTRY OVERVIEW
– 108 –


--- page 119 ---
CAGR of 6.1%. As purchasing power increases, customers are seeking greater variety, better
quality, more convenient and better tasting options, which has led to higher adoption of
quick-frozen food products in households with its characteristic of easy and convenient for
cooking, making them an essential part of daily life.
Enhanced Cold Chain Infrastructure as a Solid Foundation
China’s quick-frozen food industry has experienced steady growth, driven by
improvements on the supply side, including the availability of raw materials, advancements in
technologies, and the development of cold chain infrastructure. China is the largest producer
of pork and a major producer of poultry and aquatic ingredients, ensuring a stable and
sufficient supply of raw materials for quick-frozen food production. Advancements in
technologies, such as automation and smart technologies, have enabled companies to swiftly
respond to evolving market demand. Cold chain infrastructure, particularly the expansion of
refrigerated trucks, has laid a solid foundation for the development of the quick-frozen food
industry. From 2019 to 2024, the number of refrigerated trucks increased from 215,000 to
495,000, supporting the industry’s growth. This infrastructure improvement contributed to the
expansion of the cold chain logistics market, which grew from RMB339 billion in 2019 to
RMB536 billion in 2024, with a CAGR of 9.6%. The enhanced cold chain infrastructure has
improved transportation efficiency, reduced product losses, and established a more reliable
distribution network. As a result, improvements on the supply side have led to higher efficiency
and lower operational costs for quick-frozen food companies, which resulted in more
affordable products for end customers. At the same time, the increased efficiency and broader
distribution network have expanded the variety and accessibility of products, providing
customers with more choices, further promoting the growth of the quick-frozen food industry.
Future Industry Opportunities
 Industry consolidation expected to increase : As customer demands diversify and market
competition intensifies, coupled with encouragement of M&A policies and the emergence
of M&A opportunities, the consolidation of the quick-frozen food industry is expected to
accelerate. In the past five years, the market share of the top five companies in the
quick-frozen flavored and processed products industry increased from around 17% in
2019 to 22% in 2024. Companies that rely on single channel or product category may face
growth limitations, struggling to meet the increasingly varied needs of customers. In
contrast, companies with a diverse product portfolio and omni-channel strategies will be
able to expand further. These businesses, with strong supply chain integration, innovation
capabilities, and widespread market reach, can better respond to market changes and
leverage synergies between products and channels to enhance overall competitiveness.
 Expansion into global market : The global quick-frozen food industry is at varying stages
of development across different countries. As demand for quick-frozen foods continues to
grow worldwide, the internationalization of Chinese quick-frozen food products presents
INDUSTRY OVERVIEW
– 109 –


--- page 120 ---
significant opportunities for future expansion. This shift reflects the increasing global
demand for convenient and high-quality quick-frozen food, positioning Chinese
companies to tap into international markets and fuel further growth in the global industry.
 Diversified consumption scenarios : The quick-frozen food industry is experiencing
transformation, with an expanding presence across diverse consumption scenarios. In
addition to traditional household and restaurant settings, there has been rapid expansion
in venues such as tourist attractions, community convenience stores, canteens, and
discount stores. At the same time, growing consumer awareness of food safety has led to
increased demand for healthier, nutritious choices, making quick-frozen foods more
popular.
 Nationwide product expansion and seasonal products available year-round : The
quick-frozen food industry is increasingly expanding its geographic coverage, with
regional specialties now available across the country. Additionally, seasonal festival foods
are being offered year-round, driven by growing consumer demand for diverse,
convenient catering options that cater to different tastes and occasions. This shift
highlights the industry’s adaptability to evolving customer preferences, offering a wider
range of products to suit various geographical and seasonal needs.
Entry Barrier, Threats and Challenges for China’s Quick-Frozen Food Industry
Entry Barrier
 Sales Network : A diversified sales network is a key entry barrier for new quick-frozen
food companies, as they need to establish multiple sales channels, such as direct sales and
distribution, to achieve both breadth and depth in market coverage. In addition, the
distribution model typically requires establishing close and stable partnerships with
distributors nationwide, necessitating long-term market cultivation and channel
maintenance. Building such a sales network needs time, financial investment and local
resources, making it difficult for new entrants to establish a sales network at scale in the
short term.
 Scale Barriers : Large-scale companies in quick-frozen food industry benefit from
stronger bargaining power over upstream suppliers, enabling them to secure raw materials
at lower costs and optimize supply chain efficiency. On the other hand, establishing
quick-frozen food production facilities requires substantial capital investment in
advanced production equipment, cold chain logistics infrastructure and quality control
systems. Economies of scale allow companies to spread these costs over larger production
volumes, improving overall efficiency and profitability.
 Production Technique : The production in the quick-frozen food industry relies on
quick-freezing technologies, as they ensure stringent quality standards at each stage of
production, from raw material procurement to finished product delivery. These quick-
freezing technologies preserve the nutritional value and taste of foods and extend the
INDUSTRY OVERVIEW
–1 1 0–


--- page 121 ---
shelf life of the products. To achieve this, companies must be equipped with precise
production equipment, a high level of standardization and stringent quality assurance
systems to ensure consistency and efficiency throughout the production process. For new
entrants, the lack of critical technological expertise, equipment investment, industry
experience and financial support makes it difficult to establish a competitive quick-
freezing technology system in the short term.
 Brand : In quick-frozen food industry, established brands have built strong consumer trust
and attracted a loyal customer base over time through consistent product quality and
popular products, reinforcing their market position. For new entrants, significant
investment and long-term commitment in brand building and marketing is required to
gain consumer trust and recognition, creating a substantial barrier for newcomers.
The Group has created a flywheel effect by its capabilities in product development, sales
network development and production capacity. By continually launching popular products
across various categories, it has built a strong product portfolio that meets diverse market
demands. In parallel, the Group’s extensive sales network nationwide ensures market coverage,
reaching both businesses and individual customers across catering and home cooking
scenarios. The Group’s production model and production capacity generate economies of scale,
contributing to cost efficiency and reinforcing its competitive advantage.
Threats and Challenges
 Raw Material Price Fluctuations : The cost of quick-frozen food is highly dependent on
raw materials, the availability and price of which are susceptible to extreme weather
events or natural disasters. These events can directly impact crop yields, livestock
production, seafood supply and overall raw material availability, leading to shortages and
price volatility. Such uncertainties pose significant challenges for companies in
maintaining stable cost and supply of raw materials, requiring them to mitigate risks with
strategies such as diversifying sourcing and building strategic inventories.
 Reliability and Cost Challenges in Cold Chain Logistics : The quick-frozen food industry
more heavily relies on cold chain logistics than other food-related industries, with every
stage of the supply chain, including production, storage, transportation and sales,
requiring strict temperature control. Any failure or instability in the cold chain, such as
temperature fluctuations or equipment malfunctions, can lead to product deterioration,
which in turn affects food quality, consumer experience and brand reputation. As a result,
the quick-frozen food industry has high demands for reliable cold chain equipment and
robust cold chain management. Furthermore, the construction and maintenance of cold
chain facilities require substantial capital investment, including the ongoing maintenance
of refrigerated vehicles, cold storage facilities and other related infrastructure, which
presents challenges in cost control for companies.
INDUSTRY OVERVIEW
– 111 –


--- page 122 ---
Competitive Landscape of China’s Quick-Frozen Food Industry
The Group ranked first in China’s quick-frozen food industry, maintaining a dominant
position with a market share of approximately 6.6% in 2024.
The following chart presents China’s top five quick-frozen food companies in terms of the
revenue from quick-frozen food in 2024:
Ranking Company name Market share
1 /H1118/H1118/H1118/H1118/H1118The Group 6.6%
2 /H1118/H1118/H1118/H1118/H1118Company A 3.3%
3 /H1118/H1118/H1118/H1118/H1118Company B 2.9%
4 /H1118/H1118/H1118/H1118/H1118Company C 1.3%
5 /H1118/H1118/H1118/H1118/H1118Company D 0.9%
Source: Public information or filings of respective companies, Frost & Sullivan
Notes:
(1) Company A is a private company established in 1997, with headquarter located in Zhengzhou, China.
The company offers a range of major product categories, including quick-frozen dumpling,
sweet dumplings, noodles and other related food products.
(2) Company B is a listed company established in 1992 and listed on the Shenzhen Stock Exchange, with
headquarter located in Zhengzhou, China. The company’s business scope primarily encompasses the
production and sales of quick-frozen foods, convenience meals, canned foods, pastries and other related
products.
(3) Company C is a private company established in 1978, with headquarter located in Hong Kong, China.
The company’s main products include quick-frozen dumplings, steamed buns, sweet dumplings and
other related food products.
(4) Company D is a private company established in 1975, with headquarter located in Taiwan, China. The
company’s main products include quick-frozen meatballs, sausages meat products, dumplings and other
related food products.
China’s Quick-Frozen Flavored and Processed Products Industry
China’s quick-frozen flavored and processed products industry has shown strong growth
in recent years. In 2020, the restaurant businesses had limited operating hours due to public
health incidents, coupled with production disruptions on the supply side, which limited the
industry’s growth that year. Between 2019 and 2024, the industry’s market size grew at a
CAGR of 4.6%, reaching RMB56.5 billion in 2024. China’s quick-frozen flavored and
processed products industry is expected to grow rapidly with a projected CAGR of 7.1% from
2024 to 2029, driven by several factors including increasing diversification of dining options
like hot pot, malatang and barbecue, and increasing demand for premium products.
INDUSTRY OVERVIEW
–1 1 2–


--- page 123 ---
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E2019
RMB Billion, 2019-2029E
Market Size of Quick-Frozen Flavored and Processed Food Industry in China, in terms of Revenue
CAGR 2019-2024 2024-2029E
Quick-Frozen Flavored and Processed Food 4.6% 7.1%
45.1 41.9
47.4 51.1 55.3 56.5 59.1
64.0
70.2
75.4 79.7
Source: National Bureau of Statistic, Frost & Sullivan
Competitive Landscape of China’s Quick-Frozen Flavored and Processed Products Industry
In 2024, the Group ranked first in China’s quick-frozen flavored and processed products
industry in terms of the revenue. The following chart presents China’s top five quick-frozen
flavored and processed products companies in terms of the revenue in 2024:
Ranking Company name Market share
1 /H1118/H1118/H1118/H1118/H1118The Group 13.8%
2 /H1118/H1118/H1118/H1118/H1118Company D 2.6%
3 /H1118/H1118/H1118/H1118/H1118Company E 2.1%
4 /H1118/H1118/H1118/H1118/H1118Company F 1.9%
5 /H1118/H1118/H1118/H1118/H1118Company G 1.7%
Source: Public information or filings of respective companies, Frost & Sullivan
Notes:
(1) Company E is a private company established in 2004, with headquarters located in Zhangzhou, China.
The company’s main products include quick-frozen flour and rice products, quick-frozen prepared
dishes and other related food products.
(2) Company F is a listed company established in 2005 and listed on the Shenzhen Stock Exchange, with
headquarter located in Fuzhou, China. The company is primarily engaged in the production and sales
of quick-frozen meatballs, fish balls, frozen prepared dishes and other related food products.
(3) Company G is a listed company founded in 2005 and listed on the Shanghai Stock Exchange, with
headquarters located in Weifang, China. The company is primarily engaged in the research and
development, production and sales of quick-frozen prepared dishes, mainly including sausages, fried
products and other related food products.
INDUSTRY OVERVIEW
–1 1 3–


--- page 124 ---
Future Trend of China’s Quick-Frozen Flavored and Processed Products Industry
 Enhanced popularity and market penetration in both catering and household
consumption. In the catering industry, the increasing penetration rate of chain
operations has driven increased demand for standardized and safety-compliant
catering solutions. Quick-frozen flavored and processed products effectively address
these requirements through customized solutions for chain restaurants, leading to
enhanced market penetration. For individual customers, the growing prevalence of
new retail and e-commerce platforms has significantly broadened the market reach
of quick-frozen flavored and processed products, enabling access to a wider
customer base, and, as a result, driving the increase of the household consumption.
 The quick-frozen flavored and processed products with high quality at competitive
prices have significant expansion potential. Customer demand for quality quick-
frozen flavored and processed food products at competitive prices continues to rise,
driven by increasing emphasis on nutritional value and food safety. The growing
chain rate and increasing average customer spending in certain scenarios, such as
hot pot, are stimulating demand for these products. In addition, the rapid
development of new consumption scenarios in China, including tourist attractions,
community convenience stores, canteens, and discount stores, is fostering customer
habits for quick-frozen food products such as roasted pork sausage. The lock-fresh
product line represents an example of the upgrade trend in quick-frozen flavored and
processed food products.
China’s Quick-Frozen Prepared Dishes Industry
China’s quick-frozen prepared dishes industry is in its early stages but has seen dramatic
growth, with a CAGR of 45.9% from 2019 to 2024, reaching RMB86.8 billion by 2024. Fast
growing quick-frozen prepared dishes industry is primarily driven by the escalating demand
from both catering businesses and individual customers. Catering businesses, that are
characterized by chain operations that emphasize standardization and efficiency, have seen
increased demand for quick-frozen prepared dishes alongside the rising penetration rate of
chain operations. For individual customer, there is an emerging need for convenient cooking
amidst a fast-paced lifestyle which has led to a growing preference for quick-frozen prepared
dishes in household consumption. The Chinese market shows stronger acceptance of new
products, particularly prepared dishes such as seasoned crayfish-related products and seasoned
chicken products. The industry is projected to maintain strong growth with a CAGR of 16.1%
from 2024 to 2029.
INDUSTRY OVERVIEW
–1 1 4–


--- page 125 ---
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E2019
RMB Billion, 2019-2029E
Market Size of Quick-Frozen Prepared Dishes Industry in China, in terms of Revenue
CAGR 2019-2024 2024-2029E
Quick-Frozen Prepared Dishes 45.9% 16.1%
13.1
24.1
49.2
67.6
80.1 86.8 94.7
109.9
133.0
157.7
183.2
Source: National Bureau of Statistic, Frost & Sullivan
Competitive Landscape of China’s Quick-Frozen Prepared Dishes Industry
The Group ranked first in China’s quick-frozen prepared dishes industry in terms of
revenue in 2024. The following chart presents China’s top five quick-frozen prepared dishes
companies in 2024:
Ranking Company name Market share
1 /H1118/H1118/H1118/H1118/H1118The Group 5.0%
2 /H1118/H1118/H1118/H1118/H1118Company H 1.6%
3 /H1118/H1118/H1118/H1118/H1118Company I 1.6%
4 /H1118/H1118/H1118/H1118/H1118Company J 1.2%
5 /H1118/H1118/H1118/H1118/H1118Company K 0.8%
Source: Public information or filings of respective companies, Frost & Sullivan
Notes:
(1) Company H is a private company established in 1993, with headquarter located in Chengdu, China. The
company’s research and development covers numerous categories, including hot pot ingredients,
barbecue ingredients, sausages and others. Representative products include quick-frozen crispy pork,
spicy beef and other related food products.
(2) Company I is a listed company founded in 2001 and listed on the Shenzhen Stock Exchange, with
headquarter located in Zhanjiang, China. The Company is principally engaged in the processing and sale
of aquatic products. The manufacturing of quick-frozen prepared dishes is only a small portion of its
business. The quick-frozen food products of Company I mainly include quick-frozen flavored fish,
crayfish and other related food products.
(3) Company J is a private company established in 2006, with headquarter located in Xiamen, China. The
company is engaged in the research and development, production and marketing of quick-frozen
prepared dishes, with main products including quick-frozen garlic-flavored spareribs, short ribs and
other related food products.
(4) Company K is a private company founded in 2006, with headquarter located in Putian, China. The
company’s products primarily include quick-frozen flavored and processed products, with representative
products including quick-frozen oyster sauce beef strips, black fish fillets and other related food
products.
INDUSTRY OVERVIEW
–1 1 5–


--- page 126 ---
The Future Trend of China’s Quick-Frozen Prepared Dishes Industry
China’s quick-frozen prepared dishes industry remains in its early stages. The industry
was fragmented, with the top five companies holding only 10.2% of China’s market share in
terms of revenue in 2024, highlighting significant room for improvement compared to mature
markets. As demand for quality products and industry standards rises, companies committed to
excellence are likely to gain competitive advantages. The introduction of national standards for
China’s quick-frozen prepared dishes industry marks a significant regulatory shift, establishing
a strong foundation for sustained growth.
While product quality is a primary focus, supply chain and distribution capabilities are
gaining importance. Quick-frozen prepared dishes stand out from other quick-frozen food
products through their diverse taste profiles and greater product variety. As the industry
matures and companies expand nationwide, efficient supply chains and distribution networks
become increasingly crucial.
China’s Quick-Frozen Flour and Rice Products Industry
China’s quick-frozen flour and rice products industry has entered matured phase in recent
years, showing distinct trends between traditional and emerging products. The industry’s
market size grew at a CAGR of 2.6% from 2019 to 2024, reaching RMB77.1 billion by 2024.
Several factors are expected to drive continued steady growth, including diversification of new
products, consumer preferences, and expanding consumption scenarios. The industry expects
a CAGR of 1.5% from 2024 to 2029. Traditional products like dumplings, sweet dumplings,
and rice dumplings have reached maturity in the industry due to their deep integration into
Chinese food culture and long development cycle, resulting in a stage for stable development.
In contrast, emerging products like shumai and Chinese pancakes are experiencing relatively
faster growth. These innovative offerings cater to evolving customer preferences, contributing
to sustained demand and reflecting a shift toward more diversified product offerings in the
industry.
2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E2019
RMB Billion, 2019-2029E
Market Size of Quick-Frozen Flour and Rice Products Industry in China, in terms of Revenue
CAGR 2019-2024 2024-2029E
Quick-Frozen Flour and Rice Food 2.6% 1.5%
67.7
72.7
78.2 81.1 81.6
77.1 77.3 78.1 79.8 81.4 82.9
Source: National Bureau of Statistic, Frost & Sullivan
INDUSTRY OVERVIEW
–1 1 6–


--- page 127 ---
Competitive Landscape of China’s Quick-frozen Flour and Rice Products Industry
The Group ranked the fourth in China’s quick-frozen flour and rice products industry in
terms of revenue in 2024, while it ranked first in terms of revenue from emerging quick-frozen
flour and rice products, which refers to quick-frozen flour and rice products other than
traditional ones, namely dumplings, sweet dumplings, and rice dumplings, in the same year.
The following chart presents China’s top five quick-frozen flour and rice products
companies in terms of revenue in 2024:
Ranking Company name Market share
1 /H1118/H1118/H1118/H1118/H1118Company A 8.8%
2 /H1118/H1118/H1118/H1118/H1118Company B 7.3%
3 /H1118/H1118/H1118/H1118/H1118Company C 3.7%
4 /H1118/H1118/H1118/H1118/H1118The Group 3.2%
5 /H1118/H1118/H1118/H1118/H1118Company L 1.8%
Source: Public information or filings of respective companies, Frost & Sullivan
Note:
(1) Company L is a listed company established in 2012, with headquarter located in Zhengzhou, China. The
company’s main products include quick-frozen Chinese fried dough, steamed buns and other related
food products.
The Future Trend of China’s Quick-Frozen Flour and Rice Products Industry
The quick-frozen flour and rice products industry is increasingly characterized by
diversification and innovation. Traditional quick-frozen flour and rice products such as
dumplings, sweet dumplings, and rice dumplings have reached a mature stage after years of
development. Meanwhile, emerging quick-frozen flour and rice products, such as Chinese
pancake and shumai, are gaining popularity among customers due to their unique appeal and
potential to tap into new market segments. These emerging quick-frozen flour and rice products
are becoming key growth drivers of the industry, offering significant development
opportunities. Furthermore, advancements and innovation in production processes are expected
to expand the variety of quick-frozen flour and rice products, catering to customers’ evolving
and diverse preferences.
INDUSTRY OVERVIEW
–1 1 7–


--- page 128 ---
Historical Price Trends of Quick-frozen Foods and Major Raw Materials
In recent years, China’s economy has shown steady growth. However, uncertainties about
the economic outlook have made consumers more cautious with their spending. Although the
government has introduced various policies to encourage consumption, it will take time to
rebuild consumer confidence. As a result, this cautious approach is likely to slow consumption
growth in the short term, and prices for quick-frozen foods in China are expected to remain
stable over the next two to three years. On a positive note, as disposable incomes and
purchasing power continue to rise, along with effective macroeconomic policies, consumer
confidence is projected to return to normal levels within three years. This rebound could lead
to steady increases in quick-frozen food prices in China.
The chart below shows the price trends of major raw materials in the quick-frozen food
industry. Due to the impact of public health incidents on fish farming, the supply of freshwater
fish was reduced, leading to an increase in prices in 2021. By 2024, the price of freshwater fish
reached RMB14.9 per kilogram. Chicken prices remained relatively stable throughout the
period from 2015 to 2024, reaching RMB17.7 per kilogram in 2024. Pork prices, however,
experienced fluctuations during the period. The outbreak of ASF in 2018 reduced the supply
of live hogs, driving its price to a peak in 2020. As supply of pork subsequently recovered and
demand weakened, pork prices declined, eventually decreasing to RMB22.6 per kilogram in
2024. During the period from 2022 to 2023, the prices of major raw materials generally
declined. As the Group’s average selling prices for quick-frozen food products remained stable,
the Group’s gross profit margin increased.
29.2
45.2
27.5 25.3
20.8 22.6
17.718.118.317.216.817.7
11.9
2015 20172016 2018 2020 20222019 2021 2023 2024
12.5 12.212.0
14.9 14.0 15.015.0
21.0 22.0 19.8
24.7
11.9 12.9
16.5 15.4 14.3 14.9
Price of Major Raw Materials
RMB/Kilogram, 2015-2024
Freshwater fish
Chicken
Pork
CAGR 2015-2024
Freshwater fish 2.5%
Chicken 1.9%
Pork 0.8%
*Notes: The price of major raw material is the average price for the whole year
Source: Ministry of Commerce of the People’s Republic of China, Frost & Sullivan
INDUSTRY OVERVIEW
–1 1 8–


--- page 129 ---
As the impact of ASF subsides, pork prices are expected to follow the typical price cycle
of pork in the coming period. In 2025, with an anticipated increase in the production volume
of commercial hogs, and assuming stable market demand, pork prices are expected to stabilize
without significant fluctuations. Furthermore, the prices of chicken and freshwater fish are
expected to show a steady upward trend from 2025 to 2029.
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, the global
quick-frozen food industry, China’s quick-frozen food industry, China’s quick-frozen flavored
and processed products industry, China’s quick-frozen prepared dishes food industry and
China’s quick-frozen flour and rice food 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 RMB680,000 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) the global social, economic and political environment is likely to
remain stable in the five years from 2025 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, (iii) the impact of the public health incidents is phased and temporary, China’s
economy shows long-term positive fundamentals, and (iv) related industry drivers such as
growing purchasing power and other key drivers are likely to drive the quick-frozen food
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 quick-frozen food
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.
INDUSTRY OVERVIEW
–1 1 9–


--- page 130 ---
REGULATORY OVERVIEW
We are subject to a variety of PRC laws, rules and regulations affecting many aspects of
our business. This section summarizes the principal PRC laws, rules and regulations that we
believe are relevant to our business and operations.
LA WS AND REGULATIONS ON FOREIGN INVESTMENT
On December 29, 1993, the Standing Committee of the National People’s Congress (the
“NPCSC ”) issued the Company Law of PRC (‘) (the “ PRC
Company Law ”), which was lasted amended on December 29,2023. The PRC Company Law
regulates the establishment, operation and management of corporate entities in China and
classifies companies into limited liability companies and limited companies by shares.
On March 15, 2019, the National People’s Congress (the “ NPC”) promulgated the Law
of the PRC on Foreign Investment (‘) (the “ Foreign
Investment Law ”), which became effective on January 1, 2020. On December 26, 2019, the
State Council promulgated the Regulations on Implementing the Foreign Investment Law of
the PRC (ૢԷ‘) (the “ Implementing Regulations of
Foreign Investment Law ”, which came into effect on January 1, 2020. On September 6, 2024,
the National Development and Reform Commission (the “ NDRC ”) and the Ministry of
Commerce of the PRC (the “MOFCOM”) promulgated the Special Administrative Measures for
Foreign Investment Access (Negative List) (Edition 2024) (݄(ࠋ
૶ఊ)(2024و)‘) (the “ Negative List ”), which became effective on November 1, 2024.
Pursuant to the Foreign Investment Law, the Implementing Regulations of Foreign
Investment Law and the Negative List, the PRC implements a system of pre-entry national
treatment plus negative list management for foreign investment. The Negative List specifies
the areas in which investment is restricted, and foreign investors must meet the conditions set
out in the Negative List to invest in those areas; areas outside the Negative List are managed
in accordance with the principle of consistency between domestic and foreign investment.
In addition, according to the Negative List and the Provisions on the Administration
of Foreign-Invested Telecommunications Enterprises (‘)
promulgated by the State Council on December 11, 2001 and updated on March 29, 2022, the
final foreign ownership of foreign-invested value-added telecommunications enterprises
(except e-commerce business, domestic multi-party communication business, storage-and-
forwarding business or call center business) is capped at 50%.
On December 30, 2019, the MOFCOM and the State Administration for Market
Regulation (the “ SAMR ”) promulgated the Measures for the Reporting of Foreign Investment
Information (‘), which came into effect on January 1, 2020.
According to the Measures for the Reporting of Foreign Investment Information, the foreign
investors or foreign-invested enterprises shall submit investment information to the commerce
authorities pursuant to the measures for carrying out investment activities directly or indirectly
in PRC.
REGULATORY OVERVIEW
– 120 –


--- page 131 ---
LA WS AND REGULATIONS RELATING TO FOOD OPERATION
Food Safety
On February 28, 2009, the NPCSC promulgated the Food Safety Law, which came into
effect on June 1, 2009 and was last revised by the NPCSC on April 29, 2021. On July 20, 2009,
the State Council promulgated the Implementing Regulations of the Food Safety Law of the
PRC (ૢԷ‘) (the “ Implementing Regulations of the
Food Safety Law ”), which was last revised by the State Council on October 11, 2019 and came
into effect on December 1, 2019. According to the Food Safety Law and the Implementing
Regulations of the Food Safety Law, food producers and operators shall, in accordance with
laws, regulations and food safety standards, engage in production and operation activities,
establish a sound food safety management system, and take effective measures to prevent and
control food safety risks, thus ensuring food safety.
According to the Food Safety Law, supervision duties related to food safety shall be
undertaken by the State Council and its relevant departments. The State Council shall establish
a food safety committee. The food safety supervision and administration departments under the
State Council shall exercise supervision and administration over food production and operation
activities. The health administrative department under the State Council shall organize the
implementation of risk monitoring and risk assessment of food safety and shall formulate and
issue national food safety standards in concert with the food safety supervision and
administration departments under the State Council. The standardization administrative
department under the State Council shall provide the reference codes for these national
standards. Food safety standards are mandatory standards. No mandatory food standards other
than food safety standards shall be formulated. Other relevant departments under the State
Council shall carry out relevant food safety work.
Furthermore, the State has established a food safety traceability system. According to the
relevant laws and regulations above, food producers and operators shall establish a whole
process food safety traceability system, and truthfully record and keep information on
procurement inspection, pre-delivery examination, food sales, etc. in accordance with the
requirements, so as to ensure the traceability of food products. The food safety supervision and
administration departments under the State Council shall establish a coordination mechanism
for whole-process food safety traceability in collaboration with the agriculture administrative
department and other related departments under the State Council.
On March 18, 2024, six departments, including the State Administration for Market
Regulation, have jointly issued the “Notice on Enhancing the Safety Supervision of Prepared
Dishes and Promoting the High-quality Development of the Industry” (ۜ࠮
‘). This notice, for the first time, clarifies the scope of
prepared dishes and specifies the safety requirements at the national level. It provides strong
support for supervision and regulatory enforcement, further promoting the healthy
development of the prepared dishes industry and safeguarding food safety for the people.
REGULATORY OVERVIEW
– 121 –


--- page 132 ---
According to the “Notice on Enhancing the Safety Supervision of Prepared Dishes and
Promoting the High-quality Development of the Industry”, prepared dishes are made from one
or more edible agricultural products and their processed forms as raw materials, with or
without the use of seasonings and other auxiliary materials, and without the addition of
preservatives. They are industrially pre-processed (such as stirring, marinating, tumbling,
shaping, stir-frying, frying, baking, boiling, steaming, etc.) and may or may not be
accompanied by seasoning packs. These pre-packaged dishes comply with the storage,
transportation, and sales conditions indicated on the product label and are intended to be
consumed after heating or cooking. They do not include staple food products such as
quick-frozen grain and rice products, convenience foods, boxed meals, covered dishes, steamed
buns, pastries, roujiamo, bread, hamburgers, sandwiches, pizzas, etc.
In addition to defining the scope of prepared meals, the notice also puts forward general
requirements for promoting the standardization system construction of prepared meals,
strengthening food safety supervision of prepared meals, and promoting the high-quality
development of the prepared meal industry in a coordinated manner.
Food Production and Operation Licensing
On January 2, 2020, the SAMR promulgated the Administrative Measures of Food
Production Licensing (‘) (the “ Administrative Measures of Food
Production Licensing ”), which came into effect on March 1, 2020. According to the
provisions of the Administrative Measures of Food Production Licensing, the food production
license is subject to the principle of one license for one entity, which means a food producer
shall obtain a food production license to engage in food production activities. The market
supervision authorities shall implement classified licensing for food production. The SAMR
shall be responsible for formulating general rules and detailed rules on reviewing food
production licensing and shall adjust food categories according to the needs of supervision and
management.
On June 15, 2023, the SAMR promulgated the Measures for the Administration of Food
Operation Licensing and Registration (‘), which came into
effect on December 1, 2023. According to the Measures for the Administration of Food
Operation Licensing and Registration, the SAMR shall be responsible for guiding the national
administration of food operation licensing and registration. In addition to certain statutory
circumstances, anyone plans to engage in food sales and provide catering services within the
territory of the PRC shall obtain a food operation permit in accordance with the law. Whoever
sells prepackaged food only shall report to the local market regulatory department of the
county or above where it is located for recordation. Food operators engaging in food operation
activities at different operation sites shall obtain food operation licenses or make registration
for record separately in accordance with the law. An application for a food operation permit
shall be filed based on the main business form of the food trader and the category of the
business item.
REGULATORY OVERVIEW
– 122 –


--- page 133 ---
According to the Food Safety Law, the Implementing Regulations of the Food Safety
Law, the Administrative Measures of Food Production Licensing and the Measures for the
Administration of Food Operation Licensing and Registration, the State implements a licensing
system for the food production and operation and food additives. Enterprises engaging in food
production, sales and catering services shall obtain a license in accordance with the law. The
food production permit is valid for five years. Where the production or operation conditions of
a food producer or operator change and no longer satisfy the requirements for food production
or operation, the food producer or operator shall immediately take corrective measures and
shall re-apply for the license in accordance with the law if necessary. For packaging materials
with direct contact with food and other food-related products with higher risks, the production
licensing shall be implemented in accordance with the relevant administrative provisions of the
State on production licenses for industrial products. Food producers and operators engaging in
food production and operation activities without obtaining a food production permit or those
engaging in the production activities of food additives without obtaining a food additive
production license, may be subject to confiscation of illegal gains, illegally produced and
operated food and food additive products and tools, facilities and raw materials used for illegal
production and operation. In addition, they may be subject to fines, orders of suspension of
production and/or operation, detention and even criminal penalties.
On November 29, 2021, the SAMR promulgated the SAMR Announcement on Matters
relating to the Record- filing for the Sale of Only Pre-packaged Food (ස
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 Recall System
On March 11, 2015, the China Food and Drug Administration (currently merged into the
SAMR) promulgated the Administrative Measures for Food Recall (‘,
the “ Administrative Measures for Recall ”) which became effective on September 1, 2015 and
amended on October 23, 2020.
According to the Administrative Measures for Recall, where food operators find that the
food involved thereby is unsafe, they must immediately suspend the operations, inform
relevant food producers and operators of the suspension of production and operation,
recommend consumers stop eating, and take necessary measures to prevent and control food
safety risks. Food producers knowing that any food produced and traded thereby is unsafe must
voluntarily recall such food. Food producers and operators must faithfully record the name,
trademark, specification, production date, batch number, quantity and other contents of unsafe
food subject to the suspension of production and operation, recall and disposal. Records must
be kept for at least two years.
REGULATORY OVERVIEW
– 123 –


--- page 134 ---
Where food operators violate the Food Safety Law and the Administrative Measures for
Food Recall and do not immediately suspend operation or voluntarily recall unsafe food,
follow the prescribed time limit to activate recall procedures, recall unsafe food products in
accordance with the recall plan or dispose of unsafe food products, the food and drug
administrative authorities shall issue warnings to them and impose fines between RMB5,000
and RMB30,000 on them.
LA WS AND REGULATIONS ON FEED PRODUCTION
According to the Regulations on Administration of Feed and Feed Additives (ձཱ
૴̋ኒ၍ଣૢԷ‘), which became effective on May 29, 1999 and latest amended on March
1, 2017, and the Measures for the Administration of Feed and Feed Additives Production
Licensing (‘), which became effective on July 1, 2012
and latest amended on January 7, 2022, applicants for the establishment of feed, including
single ingredient feed, concentrated feed, compound feed and concentrate supplement,
production enterprises shall file applications with the feed administration departments under
people’s governments of provinces, autonomous regions and municipalities directly under the
central government for a production license. Such production license is valid for a period of
five years.
LA WS AND REGULATIONS ON ONLINE RETAIL BUSINESS
According to the E-Commerce Law of the PRC (‘) which
was promulgated by the NPCSC on August 31, 2018 and became effective on January 1, 2019,
e-commerce operators refer to natural persons, legal persons and unincorporated organizations
that engage in business activities of selling commodities or offering services through the
internet and other information networks, including e-commerce platform operators,
intraplatform business operators and other e-commerce operators that sell commodities or offer
services through a self-built website or other network services. An e-commerce operator shall,
in business operation, abide by the principles of voluntariness, equality, fairness and good
faith, observe the law and business ethics, fairly participate in market competition, perform
obligations in aspects including protection of consumer rights and interests, environment,
intellectual property rights, cybersecurity and individual information, assume responsibility for
quality of products or services and accept the supervision by the government and the public.
E-commerce operators shall complete the market entity registration (unless no such
registration is required by laws and administrative regulations) and obtain the relevant
administrative licenses for conducting those operational activities which are required by law to
obtain administrative licenses. Commodities sold or services offered by e-commerce operators
shall meet the requirements to protect personal and property safety and the environmental
protection requirements, and e-commerce operators shall not sell or provide any commodity or
service prohibited by laws and administrative regulations. E-commerce operators shall
(including without limitation): (i) continuously display its business license information and
administrative license, or relevant information which indicates that it does not need to
complete the market entity registration in a prominent position on its homepage; (ii) disclose
information about commodities or services in a comprehensive, truthful, accurate and timely
REGULATORY OVERVIEW
– 124 –


--- page 135 ---
manner so as to safeguard the consumers’ right to know and right of choice; (iii) deliver
commodities or services according to its commitment or the ways and time limits as agreed
upon with consumers, and bear the risks and responsibilities when commodities are in transit;
and (iv) bring the tie-in sales of commodities or services to consumers’ attention in significant
manner and shall not set tie-in commodities or services as default options. Where an
e-commerce operator ceases to engage in e-commerce business, it shall continuously announce
relevant information in a prominent position on its homepage 30 days in advance.
According to the Administrative Measures for the Supervision on Online Trading ( ၣ
‘) which was promulgated by the SAMR on March 15, 2021 and became
effective on May 1, 2021 and amended on March 18, 2025, e-commerce operators shall obtain
relevant administrative licenses required by law.
LA WS AND REGULATIONS RELATING TO FOREIGN TRADE
The Foreign Trade Law of the People’s Republic of China (׸
‘, the “ Foreign Trade Law ”) governs the order of foreign trade. The Foreign Trade Law
was promulgated by NPCSC on May 12, 1994, and amended on April 6, 2004, November 7,
2016, and December 30, 2022, respectively. In the latest 2022 amendments, the NPCSC deleted
the requirements of Filling Records for foreign trade operators.
According to the Customs Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷ऎ
‘, the “ Customs Law ”) which was promulgated by NPCSC on January 22, 1987, became
effective on July 1, 1987, and latest amended on April 29, 2021, where a consignee or
consignor of import or export goods or a Customs clearing enterprise go through Customs
declaration procedures, they shall file for record with the Customs in accordance with law.
According to the Announcement of General Administration of Customs on Matters
Related to the Merger of Enterprise Customs Declaration and Inspection Qualification ( ऎᗫ
ʮѓ‘), the enterprise filed for record with the
Customs could acquire the import and export inspection and quarantine record and consignee
or consignor record at the same time.
Pursuant to the Regulations of PRC Customs on Administration of Recordation of
Declaration Entities (‘), which was
promulgated by the General Administration of Customs on November 19, 2021 and effective
from January 1, 2022, customs declaration entities refer to the consignees and consignors of
import and export goods and customs declaration enterprises recorded with the customs. If the
consignees and consignors of import and export goods and customs declaration enterprises
apply for recordation, they shall obtain the qualification of market entities; among them, if the
consignees and consignors of import and export goods apply for recordation, they shall also
obtain the recordation of the foreign trade operators. The recordation of the customs
declaration entities is valid for a long period of time, while the temporary recordation is valid
for one year, after the expiry re-application of recordation can be made.
REGULATORY OVERVIEW
– 125 –


--- page 136 ---
LA WS AND REGULATIONS RELATING TO PRODUCT QUALITY
According to the Product Quality Law of the PRC (‘)
promulgated by the NPCSC on February 22, 1993 and most recently amended on December 29,
2018 and effective from the same date, producers shall be responsible for the quality of their
products and sellers shall adopt measures to maintain the quality of products for sale. Where
a defective product causes physical injury or damage to a third-party’s property, the victim may
claim compensation from the manufacturer or the seller of the product. If the seller pays
compensation and it is the manufacturer that should bear the liability, the seller has a right of
recourse against the manufacturer, and vice versa , if the manufacturer pays compensation and
it is the seller that is liable, the manufacturer has a right of recourse.
LA WS AND REGULATIONS ON CONSUMER RIGHTS AND BENEFITS
The principal legal provisions for the protection of consumer interests are set out in the
PRC Consumer Rights and Interests Protection Law (the “ Consumer Protection Law ”) ( ʕ
‘), which was promulgated on October 31, 1993, and came
into effect on January 1, 1994, and was subsequently amended in 2009 and 2013. Pursuant to
the Consumer Protection Law, business operators must guarantee that the commodities they
sell satisfy the requirements for personal or property safety, provide consumers with authentic
information about the commodities, and guarantee the quality, function, usage, and term of
validity of the commodities. Failure to comply with the Consumer Protection Law may subject
business operators to civil liabilities such as refunding purchase prices, replacing or repairing
the commodities, mitigating the damages, compensation, and restoring the reputation, and
subject the business operators or the responsible individuals to criminal penalties if business
operators commit crimes by infringing the legitimate rights and interests of customers.
LA WS AND REGULATIONS ON INFORMATION SECURITY AND DATA PRIV ACY
On May 28, 2020, the NPC approved the Civil Code of the PRC (ج
Պ‘) (the “ Civil Code ”), which has come into effect on January 1, 2021. Pursuant to the Civil
Code, the personal information of a natural person shall be protected by the law. Any
organization or individual that need to obtain personal information of others shall obtain such
information legally and ensure the security of such information, and shall not illegally collect,
use, process or transmit personal information of others, or illegally purchase, sell, provide or
make public personal information of others.
On November 7, 2016, the NPCSC promulgated the PRC Cyber Security Law ( ʕശɛ
‘, the “ Cyber Security Law ”), which became effective on June 1, 2017.
The Cyber Security Law requires network operators to perform certain functions related to
cybersecurity protection and strengthen the network information management. For instance,
under the Cyber Security Law, when collecting and using personal information, in accordance
with the Cyber Security Law, network operator shall abide by the “lawful, justifiable and
necessary” principles. Network operator shall collect and use personal information by
announcing rules for collection and use, expressly notify the purpose, methods and scope of
REGULATORY OVERVIEW
– 126 –


--- page 137 ---
such collection and use, and obtain the consent of the person whose personal information is to
be collected. Network operator shall not disclose, tamper with or destroy personal information
that it has collected, or disclose such information to others without prior consent of the person
whose personal information has been collected, unless such information has been processed to
prevent specific person from being identified and such information from being restored.
On June 10, 2021, the NPCSC promulgated the PRC Data Security Law ( ʕശɛ͏΍
‘), which became effective on September 1, 2021. It stipulates that each
organization or individual collecting data shall adopt legal and proper methods, and shall not
steal or obtain data by other illegal methods, and the data processing activities shall comply
with laws and regulations, respect social mores and ethics, comply with commercial ethics and
professional ethics, be honest and trustworthy, perform obligations to protect data security, and
undertake social responsibility. Besides, it is necessary to establish and improve a whole-
process data security management system in accordance with the provisions of laws and
regulations, organize and carry out data security education and training, and adopt
corresponding technical measures and other necessary measures to ensure data security. The
use of the Internet and other information networks to carry out data processing activities shall
perform the above-mentioned data security protection obligations on the basis of the network
security level protection system.
On August 20, 2021, the NPCSC issued the PRC Personal Information Protection Law
(‘) (the “ PIPL ”), which integrates the scattered rules with
respect to personal information rights and privacy protection. The PIPL aims to protect the
rights and interests of personal information, regulate the processing of personal information,
safeguard the orderly and free flow of personal information in accordance with the law, and
promote the rational use of personal information. The PIPL establishes a comprehensive system
of rules for the processing of personal information, including that the processing of personal
information shall have a clear and reasonable purpose, that the processing of sensitive
information is subject to additional protection, that the provision of personal information to
outsiders and the entrusted processing of personal information requires the signing of a special
agreement to ensure security, that the preservation, deletion, disclosure and automated
decision-making of personal information should comply with special rules, and that processors
of personal information should have appropriate organizational, institutional and technical
measures in place. The PIPL provides four compliance approaches for the cross-border transfer
of personal information, namely, passing the data cross-border transfer security assessment
organized by the Cyberspace Administration of China (the “ CAC”), entering into a contract
with the overseas recipient under the standard contract formulated by the CAC, applying for
Personal Information Protection Certification (ᚐႩᗇ‘), and complying with
international treaties or agreements concluded by China or to which it is a party. Processing of
personal information in violation of the provisions of the PIPL or failure to comply with the
relevant personal information protection obligations will result in the relevant entity being
subject to warnings, fines, suspension of business for rectification, revocation of business
permits and business licenses, and/or even being pursued for criminal liability.
REGULATORY OVERVIEW
– 127 –


--- page 138 ---
With regard to data processing activities closely related to national security, public
interests and personal rights and interests as mentioned in the forementioned laws, provisions
such as the Critical Information Infrastructure Protection Regulations (τ
ᚐૢԷ‘), the Measures for Cross-border Data Transfer Security Assessment ( ᅰኽ̈
‘), and the Measures for the Standard Contract for the Cross-border Transfer
of Personal Information (‘) have been introduced in succession
to strengthen data regulation in terms of the identity of data processors, data types and special
data processing activities.
On December 28, 2021, a number of departments, including the Ministry of State
Security, jointly issued the Cybersecurity Review Measures (‘), which
came into effect on February 15, 2022. The Cybersecurity Review Measures stipulate that
critical information infrastructure operators procuring network products and services and
network platform operators conducting data processing activities that influence or may
influence national security should be subject to rigorous cybersecurity review by the
Cybersecurity Review Office set up by the CAC. In addition, network operators holding the
personal information of more than 1 million users and newly listing on foreign markets must
report for cybersecurity review with the Cybersecurity Review Office. If network products and
services, data-processing activities or foreign listing acts affect or may affect national security,
the Network Security Review Office, after reporting to the Central Cyberspace Affairs
Commission for approval, may conduct a cybersecurity review in accordance with the
provisions of the Cybersecurity Review Measures. Pursuant to the Cybersecurity Review
Measures, any violation is subject to penalties under the Cybersecurity Law and the Data
Security Law, including government enforcement actions and investigations, fines, penalties,
and suspension of non-compliant operations.
On September 24, 2024, the State Council of China promulgated the Administration
Regulations on Cyber Data Security ( ၣഖᅰኽτΌ၍ଣૢԷ‘), which came into effect on
January 1, 2025. According to the Administration Regulations on Cyber Data Security, where
network data handlers carry out network data processing activities that affect or may affect
national security, they shall undergo a national security review in accordance with relevant
national regulations.
On March 22, 2024, the CAC promulgated the Provisions on Facilitating and Regulating
Cross-Border Data Flows (‘), which came into effect on the
date of publication. The Provisions on Facilitating and Regulating Cross-Border Data Flows
update the Measures for Cross-border Data Transfer Security Assessment and the Measures for
the Standard Contract for the Cross-border Transfer of Personal Information previously
implemented by the CAC, clarifying the criteria for declaring the important data cross-border
transfer security assessment, and proposing that a data processor does not need to declare the
security assessment of cross-border data transfer if the data processor has not been notified by
the relevant department or region or has been publicly released as important data.
REGULATORY OVERVIEW
– 128 –


--- page 139 ---
REGULATIONS ON OVERSEAS SECURITIES OFFERING AND LISTING
On February 17, 2023, the China Securities Regulatory Commission (the “ CSRC ”)
promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by
Domestic Companies (‘) (the “ Overseas
Listing Trial Measures ”) and five supporting guidelines, which came into effect on March 31,
2023.
Pursuant to the Overseas Listing Trial Measures, PRC domestic companies that seek to
offer and list securities in overseas markets, either directly or indirectly, are required to fulfill
the filing procedure with the CSRC and report the relevant information through filing reports
and legal opinions. The Overseas Listing Trial Measures provides that an overseas listing or
offering is explicitly prohibited, if any of the following: (i) such securities offering and listing
is explicitly prohibited by provisions in laws, administrative regulations and relevant state
rules; (ii) the intended securities offering and listing may endanger national security as
scrutinized and determined in accordance with law by competent authorities under the State
Council; (iii) the domestic company intending to make the securities offering and listing, or the
controlling shareholder(s) and the actual controller of such company, have committed relevant
crimes such as corruption, bribery, embezzlement, misappropriation of property or
undermining the order of the socialist market economy during the latest three years; (iv) the
domestic company intending to make the securities offering and listing is currently under
investigations for suspicion of criminal offenses or major violations of laws and regulations,
and no conclusion has yet been made thereof; or (v) there are material ownership disputes over
equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s)
that are controlled by the controlling shareholder(s) and/or actual controller.
The Overseas Listing Trial Measures also provides that the overseas securities offering
and listing will be deemed as an indirect overseas offering by PRC domestic companies if (i)
50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as
documented in its audited consolidated financial statements for the most recent fiscal year are
accounted for by PRC domestic companies; and (ii) the issuer’s principal business activities are
conducted in the PRC, or its principal place(s) of business are located in the PRC, or the senior
executives responsible for its business operations and management are mostly Chinese citizens
or persons domiciled in the PRC. Where an issuer submits an application for offering or listing
to competent overseas regulators or overseas stock exchanges, such issuer must file with the
CSRC within three business days after such application is submitted to the overseas regulators.
The Overseas Listing Trial Measures also requires subsequent reports to be filed with the
CSRC on any material events, such as change of control, investigation or punishment taken by
overseas securities regulatory authorities or other competent authorities, change of listing
status or listing plate, or voluntary or forced delisting of the issuer(s) who have completed
overseas offerings and listings.
If domestic companies fail to fulfill the above-mentioned filing procedures or offer and
list in an overseas market against the prohibited circumstances, they would be ordered to
rectify, warned, and fined between RMB1 million and RMB10 million. The directly liable
personnel would be warned and fined between RMB0.5 million and RMB5 million. The
REGULATORY OVERVIEW
– 129 –


--- page 140 ---
controlling shareholders and actual controllers of such domestic companies that organize or
instruct the aforementioned violations would be warned and fined between RMB1 million and
RMB10 million. The directly liable personnel would be fined between RMB0.5 million and
RMB5 million. The securities companies and securities service providers failing to supervise
the domestic companies for compliance of relevant rules would be warned and fined between
RMB0.5 million and RMB5 million. The directly liable personnel would be warned and fined
between RMB0.2 million and RMB2 million. Also, if there are any false records, misleading
statement or any material omission in the filing documents, the domestic companies would be
ordered to rectify, warned, and fined between RMB1 million and RMB10 million. The directly
liable personnel would be imposed warnings and fined between RMB0.5 million and
RMB5 million. The controlling shareholders and actual controllers of such domestic companies
who organize or instruct the aforementioned violations or conceal the relevant matters leading
to the occurrence of the aforementioned violations would be warned and fined between
RMB1 million and RMB10 million. The directly liable personnel would be fined between
RMB0.5 million and RMB5 million. The securities companies or securities service providers
who fail to act with due diligence, make false records, misleading statements or material
omissions in the documents produced and issued domestically, or in the documents produced
and issued overseas which led to disruption of the domestic market order and infringement on
the lawful rights and interests of domestic investors, would be, amongst others, fined up to 10
times of the service fees or between RMB0.5 million and RMB5 million if there are no service
fees or the service fees are less than RMB0.5 million. The directly liable personnel would be
warned and fined between RMB0.2 million and RMB2 million.
On February 24, 2023, the CSRC and other three relevant government authorities jointly
promulgated the Provisions on Strengthening the Confidentiality and Archives Administration
of Overseas Securities Issuance and Listing by Domestic Enterprises (̋੶ྤʫΆุྤ
‘, the “ Archives Rules ”). Pursuant to the
Archives Rules 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.
LA WS AND REGULATIONS ON 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. This legislation has been formulated for the purpose of protecting
and improving both the living environment and the ecological environment, preventing and
controlling pollution, other public hazards and safeguarding people’s health.
REGULATORY OVERVIEW
– 130 –


--- page 141 ---
According to the provisions of the Environmental Protection Law, in addition to other
relevant laws and regulations of the PRC, the Ministry of Environmental Protection and its
local counterparts take charge of administering and supervising said environmental protection
matters. According to the provisions of the Environmental Protection Law, the environmental
impact statement shall be made for any such construction project and construction projects
which have not carried out environmental impact assessment shall not commence construction.
Installations for the prevention and control of pollution in construction projects must be
designed, built and commissioned together with the principal part of the project. Installations
for the prevention and control of pollution shall not be dismantled or left idle without
authorization.
The Environmental Protection Law makes it clear that the liabilities for any violation of
said law include, fine, rectification within a time limit, compulsory ceasing of operations,
compulsory shutout or closedown, restitution, or even criminal punishment.
Environmental Impact Assessment and Completion Acceptance
According to the Environmental Impact Assessment Law of the People’s Republic of
China (‘) promulgated by the NPCSC on October 28,
2002, and latest amended on December 29, 2018, and the Regulations on the Administration
of Construction Project Environmental Protection (ᚐ၍ଣૢԷ‘)
promulgated by the State Council on November 29, 1998 and amended on July 16, 2017 and
effective on October 1, 2017, and the Interim Measures for the Acceptance Examination of
Environmental Protection Facilities of Construction Projects (ᚐ᜕ϗᅲ
‘) promulgated by the Ministry of Environmental Protection (currently known as the
Ministry of Ecology and Environment) on November 20, 2017, the State implements classified
management on the environmental impact assessment of construction projects in accordance
with the degree of impact of construction projects on the environment. Construction entities
shall organize the preparation of environmental impact report, environmental impact statement,
or filling in environmental impact registration form in accordance with the degree of impact
of construction projects on the environment. According to the Regulations on the
Administration of Construction Project Environmental Protection, where a construction entity
put the construction project into production or use while the complementary environmental
protection facilities of a construction project are not constructed or have not undergone
acceptance inspection or do not pass acceptance inspection, the ecological environment
authorities at the county level or above shall order it to make correction within a stipulated
period and impose a fine ranging from RMB200,000 to RMB1 million; where correction is not
made within the stipulated period, a fine ranging from RMB1 million to RMB2 million shall
be imposed; for the person-in-charge and other responsible personnel, a fine ranging from
RMB50,000 to RMB200,000 shall be imposed; where the construction project causes
significant environmental pollution or ecological damage, the production or use shall be
suspended, or the project shall be closed down upon approval by the competent government.
REGULATORY OVERVIEW
– 131 –


--- page 142 ---
Pollutant Discharge Permit
According to the Law on Prevention and Control of Water Pollution of the PRC ( ʕശ
‘) promulgated on May 11, 1984 and most recently amended on
June 27, 2017, and the Environmental Protection Law, and the Administrative Measures for
Pollutant Discharge Permit (‘) promulgated by the Ministry of Ecology
and Environment on April 1, 2024, the Ministry of Ecology and Environment and its local
counterparts at or above county level shall take charge of the administration and supervision
on the matters of prevention and control of water pollution. The State implements a pollutant
discharge permit management system and enterprises and other production operators that are
included in the classification management catalog of pollutant discharge permits for stationary
pollution sources shall apply for and obtain a pollutant discharge permit, and the pollutant
discharge entities that are not included in the scope are not required to apply for a pollutant
discharge permit for the time being.
Pursuant to the Law on the Prevention and Control of Environmental Pollution Caused by
Solid Waste of the PRC (‘), which was
promulgated by the NPCSC in 1995 and was latest amended on April 29, 2020, all enterprises
and individuals generating or engaging in the collection, storage, transport, utilization or
disposal of solid wastes shall adopt measures to prevent or reduce environmental pollution by
solid wastes and shall bear liability for any resulting environmental pollution in accordance
with the law. In accordance with the Catalog of Classified Management of Pollutant Discharge
Permits for Stationary Pollution Sources (2019 V ersion) (๕રϮ஢̙ʱᗳ၍ଣΤ፽
(2019و)‘) promulgated by the Ministry of Ecology and Environment on December 20,
2019, the State implements key management, simplified management and registration
management of pollutant discharge permits based on factors such as the amount of pollutants
generated and discharged, the degree of impact on the environment. The pollutant discharge
entity that generates or discharges very small amount of pollutants and has small impact on the
environment shall be implemented registration management, and is not required to apply for a
pollutant discharge license, but shall fill in the pollutant discharge registration form on the
national pollutant discharge license management information platform.
LA WS AND REGULATIONS ON LANDS AND HOUSES
According to the Civil Code of the PRC, which became effective on January 1, 2021, the
owner has the right to possess, use, benefit and dispose of his/her movable and immovable
properties. The lessee may sublet the leased property to a third party with the consent of the
lessor. If the lessee sublets, the lease contract between the lessee and the lessor continues to
be valid. If the lessee sublets without the lessor’s consent, the lessor has the right to terminate
the lease. In addition, if there is a change of ownership of the leased property during the period
of the lessee’s occupation under the lease contract, this will not affect the validity of the lease
contract.
REGULATORY OVERVIEW
– 132 –


--- page 143 ---
According to the Land Administration Law of PRC (‘,
the “ Land Administration Law ”), as promulgated by the NPCSC on June 25, 1986, latest
amended on August 26, 2019, the land can be classified by use into agricultural land,
construction land, and unused land. The construction land can be further classified into
state-owned and collectively managed construction land, and land users may obtain the land
use right of the construction land according to the Land Administration Law. The registration
of ownership and use rights of land shall be carried out in accordance with the laws and
administrative regulations on the registration of immovable property. The planning period of
the general land use plan shall be prescribed by the State Council. General land use plans are
subject to a hierarchy of approvals. Amendments to the approved general land use plan shall
be approved by the original approving authority. Without such approval, the uses of land
determined in the general land use plan shall not be modified. The State has established a land
survey system, a land statistics system and a national land management information system to
dynamically monitor land utilization.
According to the Urban and Rural Planning Law of the PRC (ඊ஝
‘), as promulgated by the NPCSC on October 28, 2007, latest amended on April 23, 2019,
a construction work planning permit must be obtained from the competent urban and rural
planning government authority for the construction of any structure, fixture, road, pipeline or
other engineering projects within an urban or rural planning area. After obtaining a
construction work planning permit, subject to certain exceptions, a construction enterprise
must apply for a construction work commencement permit from the construction authority
under the local people’s government at the county level or above in accordance with the
Construction Law of the PRC (‘) promulgated by the NPCSC, on
November 1, 1997 and latest amended on April 23, 2019. According to the Rules on the
Administration of Construction Quality (ணʈ೻ሯඎ၍ଣૢԷ‘) which was promulgated
by the State Council on January 30, 2000 and latest amended on April 23, 2019, and the
Administrative Measures for Filing of the Inspection and Acceptance on Construction
Completion of Buildings and Municipal Infrastructures (ʈ೻ംʈ
‘) which was promulgated by the former Ministry of Construction on April
4, 2000 and latest amended on October 19, 2009, upon the completion of a construction project
and before it is delivered for use, the construction enterprise shall organize the design,
construction, and project supervision entities, as well as other relevant entities, to conduct an
acceptance inspection. They must then submit the acceptance inspection report, along with the
approval and licensed use documents issued by the departments of planning, public security,
fire prevention, environmental protection, and so on, to the construction administrative
department or other relevant departments for record-filing.
In addition, according to the Fire Control Law of the People’s Republic of China ( ʕ
‘), promulgated by the NPCSC on April 29, 1998, and most recently
amended on April 29, 2021, and the Interim Provisions on the Management of Fire Design
Review and Acceptance of Construction Projects (᜕ϗ၍ଣᅲБ஝
‘), promulgated by the former Ministry of Construction on April 1, 2020, and most recently
amended on August 21, 2023, upon completion of special construction projects, the
construction enterprise shall apply to the competent authorities of housing and urban-rural
REGULATORY OVERVIEW
– 133 –


--- page 144 ---
development for fire safety inspection and acceptance (“ Fire Acceptance ”). For other
construction projects outside of special construction projects, upon completion, the
construction unit shall file a record with the competent authorities of housing and urban-rural
development after acceptance, and the competent authorities of housing and urban-rural
development shall conduct spot checks. Special construction projects that are required by law
to undergo Fire Acceptance shall not be put into use without Fire Acceptance or if the Fire
Acceptance is unqualified. Other construction projects that fail the spot check shall be stopped
from use. For special construction projects that are required by law to undergo Fire
Acceptance, if they are put into use without Fire Acceptance or if the Fire Acceptance is
unqualified, or for other construction projects that fail the spot check after acceptance and are
not stopped from use, the competent authorities of housing and urban-rural development shall,
within their jurisdiction, order the cessation of construction, use, or business operations, and
impose a fine ranging from RMB30,000 to RMB300,000. Furthermore, for other construction
projects, if the construction enterprise fails to file a record with the competent authorities of
housing and urban-rural development as required by law after acceptance, the competent
authorities of housing and urban-rural development shall order the correction and impose a fine
of up to RMB5,000.
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 development
authorities or real estate authorities 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 on each lease agreement.
LA WS AND REGULATIONS ON LABOR
According to the Labor Contract Law of the PRC (‘)
(the “ Labor Contract Law ”), which was implemented on January 1, 2008 and amended on
December 28, 2012, labor contracts must be concluded in writing if labor relationships are to
be or have been established between enterprises or institutions and the laborers. Enterprises
and institutions are forbidden to force the laborers to work beyond the time limit and the
employers must pay laborers compensation for working overtime in accordance with national
regulations. Labor wages must not be lower than local minimum wage standards and must be
paid to the laborers in a timely manner. According to the Labor Law of the PRC ( ʕശɛ͏
‘) effective as of January 1, 1995, as amended on August 27, 2009 and
December 29, 2018, enterprises and institutions must establish and perfect their system of work
place safety and sanitation, strictly abide by state rules and standards and educate laborers
regarding the same. Workplace safety and sanitation facilities must comply with state-fixed
standards.
REGULATORY OVERVIEW
– 134 –


--- page 145 ---
Production Safety Law
Pursuant to the Law on Work Safety of the PRC (‘)
(the “ Law on Work Safety ”,) effective on November 1, 2002 and amended on August 27,
2009, August 31, 2014 and June 10, 2021 respectively, enterprises engaged in production
activities must strengthen safety production management, establish and improve the
responsibility system for safe production and ensure a safe production environment. The State
establishes and implements a system for the accountability of production safety accidents. If
the company fails to comply with the provisions of the Law on Work Safety, the supervisory
authority on production safety may issue a rectification order, impose a fine, order the company
to cease production and operation, or revoke the relevant permit.
Regulations on Social Insurance and Housing Fund
According to the Social Insurance Law of the PRC (‘)
effective as of July 1, 2011 and as amended on December 29, 2018, the Regulations on
Occupational Injury Insurance (ᎈૢԷ‘) effective as of January 1, 2004 and as
amended on December 20, 2010, the Regulations on Unemployment Insurance (ᎈૢ
Է‘) effective as of January 22, 1999, the Interim Measures concerning Maternity Insurance
for Enterprise Employees (‘) effective as of January 1, 1995,
the Interim Regulations concerning the Levy of Social Insurance (ᎈ൬ᅄᖮᅲБૢ
Է‘) effective as of January 22, 1999 and as amended on March 24, 2019 and the Regulations
concerning the Administration of Housing Fund (၍ଣૢԷ‘) effective as of
April 3, 1999, and amended on March 24, 2002 and March 24, 2019, enterprises and
institutions in the PRC must provide their employees with welfare schemes covering pension
insurance, unemployment insurance, maternity insurance, occupational injury insurance and
medical insurance, as well as a housing fund and other welfare plans.
LA WS AND REGULATIONS ON INTELLECTUAL PROPERTY RIGHTS
Trademarks
Trademarks are protected by the PRC Trademark Law (‘)
which was promulgated in 1982 and subsequently amended in 1993, 2001, 2013 and 2019,
respectively, as well as the Implementation Regulation of the PRC Trademark Law ( ʕശɛ
ૢԷ‘) promulgated in 2002 and amended in 2014 by the State Council.
The Trademark Office under National Intellectual Property Administration (the “ NIPA”)
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. The
trademark registrant may, by concluding a trademark licensing contract, authorize other
persons to use the registered trademark. The licensor shall supervise the quality of the goods
for which the licensee uses the licensor’s registered trademark, and the licensee shall guarantee
the quality of the goods for which the registered trademark is used. The party authorized to use
another’s registered trademark must indicate the name of the licensee and the place of origin
on the goods that bear the registered trademark. When granting others use of the registered
REGULATORY OVERVIEW
– 135 –


--- page 146 ---
trademarks, the licensor shall file the trademark license with the Trademark Office for their
records, and the Office shall announce the same. Without putting the trademark license on
record, the trademark may not be used to defend a bona fide third party.
Patents
According to the Patent Law of the PRC (‘, the “ Patent
Law”), promulgated by the NPCSC on March 12, 1984, and latest revised on October 17, 2020
and came into effect on June 1, 2021, and the Rules for the Implementation of the Patent Law
of the PRC (‘) promulgated by the State Council on June
15, 2001, latest amended on December 11, 2023 and became effective on January 20, 2024, the
patent administrative department under the State Council is responsible for administration of
patent-related work nationwide. The patent administration departments of province or
autonomous regions or municipal governments are responsible for administering patents within
their respective jurisdictions. The PRC Patent Law and its implementation rules divide patents
into three types, “invention,” “utility model” and “design.” Invention patents are valid for
twenty years, while design patents are valid for fifteen years and utility model patents are valid
for ten years, from the date of application. The patentee shall pay an annual fee commencing
from the year in which the patent right is granted. The PRC patent system adopts a “first come,
first file” principle, which means that where more than one person files a patent application for
the same invention, a patent will be granted to the person who files the application first. A
third-party player must obtain consent or a proper license from the patent owner to use the
patent. Otherwise, the use constitutes an infringement of the patent rights.
Domain Names
The Measures for the Administration of Internet Domain Names (the “ Domain Name
Measures ”,‘) was promulgated by the Ministry of Industry and
Information Technology of the PRC (the “ MIIT ”) in 2017, which adopts “first to file” rule to
allocate domain names to applicants, and provide that the MIIT shall supervise the domain
names services nationwide and publicize the PRC domain name system. After completion of
the registration procedures, the applicant will become the holder of the relevant domain name.
The Copyright
The PRC has enacted various laws and regulations relating to copyright protection. The
Copyright Law of the PRC (‘), which was promulgated on
September 7, 1990, latest amended on November 11, 2020 and became effective from June 1,
2021 by the NPCSC, provides that PRC citizens, legal persons, or other organizations, 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.
The term “copyright” includes moral rights and economic rights, and anyone who commits
copyright infringement is subject to civil liability.
REGULATORY OVERVIEW
– 136 –


--- page 147 ---
Where the right licensed is an exclusive licensing right, the contracts shall be made in
writing, except in cases where works are to be published by newspapers and periodicals
according to the Implementing Regulations of the Copyright Law of the PRC ( ʕശɛ͏΍
ૢԷ‘), which was promulgated by State Council on August 2, 2002, latest
amended on January 30, 2013 and became effective on March 1, 2013. Any person, who
concludes an exclusive licensing contract or assignment contract with a copyright owner, may
submit, for filing, the contractual documents to the copyright administrative department.
The Regulations on Computer Software Protection (ᚐૢԷ‘), which
was promulgated on June 4, 1991, amended on January 30, 2013 and became effective on
March 1, 2013 by the State Council, stipulates that Chinese residents, legal entities or other
organizations enjoy copyright in the software which they have developed, whether published
or not, and a software copyright owner may register it with the software registration institution
recognized by the copyright administration department of the State Council. The Measures for
the Registration of Computer Software Copyright (‘),
promulgated by the National Copyright Administration on February 20, 2002 with immediate
effect, regulates registration of software copyright, exclusive licensing contracts for software
copyright and transfer contracts. The Copyright Protection Center of China (the “ CPCC ”) is
the designated software registration authority. The CPCC grants registration certificates to
computer software copyright applicants which conform to the provisions of both the
Regulations on Computer Software Protection and the Measures for the Registration of
Computer Software Copyright.
The PRC is also a signatory to some major international conventions on the protection of
copyright. For example, the PRC became a member of the Berne Convention for the Protection
of Literary and Artistic Works in October 1992, the Universal Copyright Convention in October
1992, and the Agreement on Trade-Related Aspects of Intellectual Property Rights in
December 2001. According to these conventions, a qualified foreign copyright owner may
enjoy certain copyright in China and a copyright owner in China may also acquire specific
foreign copyright protection.
LA WS AND REGULATIONS ON FOREIGN EXCHANGE
Pursuant to the Foreign Exchange Administrative Regulations of the PRC ( ʕശɛ͏΍
ձ਷̮ි၍ଣૢԷ‘), as amended in August 5, 2008, the RMB is generally freely convertible
for current account items, including the distribution of dividends, trade and service related
foreign exchange transactions, but not for capital account items, such as direct investment,
loan, repatriation of investment and investment in securities outside the PRC, unless the prior
approval of the State Administration of Foreign Exchange (the “ SAFE ”) or its designated
banks is obtained.
According to the Notice of the State Administration of Foreign Exchange on Reforming
and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts
(‘) promulgated on June 9,
2016, the settlement of foreign exchange receipts under the capital account (including but not
REGULATORY OVERVIEW
– 137 –


--- page 148 ---
limited to foreign exchange capital and external debts and funds recovered from overseas
listing) may convert from foreign currency into RMB on a self-discretionary basis. The ratio
of the discretionary exchange rate of foreign exchange receipts under the domestic capital
account is tentatively set at 100%. The SAFE may adjust the above ratio in due course
according to the balance of payment status.
According to the Notice of the State Administration of Foreign Exchange on Further
Promoting Cross-border Trade and Investment Facilitation (ආ
‘) which was promulgated on October 23, 2019 and amended by
SAFE Notice on Further Deepening the Reform to Facilitate Cross-border Trade and
Investment (‘) which
was promulgated on December 4, 2023, foreign-invested enterprises engaged in non-
investment business are permitted to settle foreign exchange capital in RMB and make
domestic equity investments with such RMB funds according to the law on the condition that
the current Special Administrative Measures for Access of Foreign Investment (Negative List)
are not violated and the relevant domestic investment projects are genuine and in compliance
with laws.
LA WS AND REGULATIONS ON TAXES
Enterprise Income Tax
Under the Enterprise Income Tax Law of the PRC (‘)
(the “ EIT Law ”), which became effective on January 1, 2008 and was latest amended on
December 29, 2018, and the Regulations on the Implementation of EIT Law ( ʕശɛ͏΍ձ
ૢԷ‘) which was promulgated by the State Council on December 6,
2007, came into effect on January 1, 2008 and was latest amended on November 22, 2024,
enterprises are classified as resident enterprises and non-resident enterprises. Enterprises
which are established in China in accordance with PRC laws or established pursuant to foreign
laws with their “de facto management bodies” located in the PRC are deemed a “resident
enterprise” and subject to an enterprise income tax rate of 25% on their global income.
Non-resident enterprises are subject to (i) an enterprise income tax rate of 25% on their income
generated by their establishments or places of business in the PRC and their income derived
outside the PRC which are effectively connected with their establishments or places of business
in the PRC; and (ii) an enterprise income tax rate of 10% on their income derived from the PRC
but not connected with their establishments or places of business located in the PRC.
Non-resident enterprises without establishment or place of business in the PRC are subject to
an enterprise income tax of 10% on their income derived from the PRC. High and new
technology enterprises that need the support of the country are entitled to enjoy the reduced
enterprise income tax rate of 15%.
REGULATORY OVERVIEW
– 138 –


--- page 149 ---
Value-Added Tax (“V AT”)
According to the Provisional Regulations on V alue-Added Tax of the PRC ( ʕശɛ͏
೼ᅲБૢԷ‘), which was promulgated on December 13, 1993 and latest amended
on November 19, 2017, together with the Detailed Rules for the Implementation of the
Provisional Regulations of the PRC on V alue-added Tax (೼ᅲБૢԷྼ
‘), which was promulgated on December 25, 1993, came into effect on the same day
and was amended on December 15, 2008 and October 28, 2011 with effect from November 1,
2011, entities and individuals engaged in selling goods or labor services of processing, repair
or maintenance, selling services, intangible assets or immovables within the PRC or importing
goods to the PRC are subject to the payment of value-added tax. Pursuant to the Notice of the
Ministry of Finance of the PRC and the SA T on Adjusting V alue-Added Tax Rates (௅e
‘) effective on May 1, 2018, a taxpayer who was
previously subject to a 17% tax rate on V A T-taxable sales activities shall have the applicable
tax rate adjusted to 16%. According to the Announcement on Relevant Policies for Deepening
V alue-Added Tax Reform (ʮѓ‘), which came into effect
on April 1, 2019, for V A T-taxable sales or imported goods of a V A T general taxpayer previously
subject to V A T tax rate of 16%, the tax rate shall be adjusted to 13%.
REGULATIONS ON DIVIDEND DISTRIBUTION
The principal regulations governing dividends distributions by companies is the PRC
Company Law. PRC companies are required to set aside as general reserves at least 10% of
their after-tax profit, until the cumulative amount of their reserves reaches 50% of their
registered capital. PRC companies are not permitted to distribute any profits until any losses
from prior fiscal years have been offset. Profits retained from prior fiscal years may be
distributed together with distributable profits from the current fiscal year.
REGULATORY OVERVIEW
– 139 –


--- page 150 ---
OVERVIEW
The Group’s history traces back to December 2001, when the Company was established
as a limited liability company under the laws of the PRC with the name of Xiamen Huashun
Minsheng Food Co., Ltd. (ʮ̡). We started the journey to achieve
market leadership from the establishment of a nationwide brand of quick-frozen flavored and
processed products, followed by the launch of quick-frozen flour and rice products with a
differentiated strategy in 2007 during our brand building period from 2001 to 2011. We
established leadership in the quick-frozen flavored and processed products market in 2015 with
four widely popular products each making a significant revenue, and a nationwide sales
network of approximately 500 distributors. In 2018, we strategically entered the quick-frozen
prepared dishes market to further strengthen our leading position. After over 20 years of
development, we have become the largest quick-frozen food company in China in terms of
revenue in 2024, and ranked first in the quick-frozen flavored and processed food market in
China in 2024 and in the quick-frozen prepared dishes market in China in 2024, according to
Frost & Sullivan.
Since February 2017, our A Shares have been listed on the Shanghai Stock Exchange with
the stock code of 603345. For details, see “— Corporate Development and Major Shareholding
Changes” below.
KEY CORPORATE AND BUSINESS DEVELOPMENT MILESTONES
The following is a summary of our Group’s key corporate and business development
milestones:
Y ear Event
2001 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In December, we started our business and operation in Xiamen,
Fujian.
2010 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In October, our “Anjoy” trademark was recognized as a “Well-known
Trademark of China” by the State Administration for Industry and
Commerce.
2011 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In March, our Company was converted into a joint stock company
with limited liability.
2012 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In December, our new production base in Wuxi was put into
operation.
2013 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In August, we were awarded with Industry Leading Brand in Chinese
Frozen Food by the Steering Committee of the Sixth China Frozen
Food Industry Conference.
2014 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In November, we were recognized as a National Key Leading
Enterprise in Agricultural Industrialization.
2015 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In December, our R&D center was recognized as a National
Enterprise Technology Center.
2016 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In December, we were awarded with Most Influential Aquatic
Products Enterprise and Brand by China Aquatic Products Processing
and Marketing Alliance.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 140 –


--- page 151 ---
Y ear Event
2017 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In February, our A Shares were listed on the Shanghai Stock
Exchange.
In March, our R&D laboratory in Xiamen was accredited as a “CNAS
National Laboratory” by China National Accreditation Service for
Conformity Assessment.
2018 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In July, we conducted public issuance of the 2018 Convertible Bonds
of RMB500 million.
2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In July, we conducted public issuance of the 2020 Convertible Bonds
of RMB900 million.
We became the largest quick-frozen food company in China in terms
of annual revenue for the first time, according to Frost & Sullivan.
2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In March, we expanded our footprints into the overseas market by
acquiring a majority interest in Oriental Food Express Limited, the
UK’s leading producer of Chinese quick-frozen food cuisines with
the brand “Kung Fu Food”.
2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In March, we completed a private placement of A Shares, raising net
proceeds of over RMB5,600 million.
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Our annual production capacity exceeded one million tons for the
first time.
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In March, we were recognized as “The Top Chinese Prepared Dish
Company in 2024” by the Hurun Research Institute.
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In February, we were included in the Hurun China 500 of 2024 (2024
ᆗʕ਷500੶).
We acquired Ding Wei Tai to enhance synergy, strengthen core
business, and boost brand and channel development.
In April, we were selected for the first batch of China’s premium
consumer brands by the Ministry of Industry and Information
Technology.
OUR PRINCIPAL SUBSIDIARIES
As of the Latest Practicable Date, we had 11 principal subsidiaries and all of them were
established in the PRC. The following table sets forth the detailed information of these
principal subsidiaries as of the Latest Practicable Date:
Name of Subsidiary
Date of
Establishment
and
Commencement
of Business
Equity Interest
Attributable to
our Group
Registered
Capital
Principal
Activities
(%) (RMB in million)
Wuxi Huashun Minsheng Foods
Co., Ltd. (ࠢ
ʮ̡)( “ Wuxi Huashun ”) /H1118/H1118/H1118/H1118/H1118/H1118
December 9,
2005
100.00 500 Food processing
and production
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 141 –


--- page 152 ---
Name of Subsidiary
Date of
Establishment
and
Commencement
of Business
Equity Interest
Attributable to
our Group
Registered
Capital
Principal
Activities
(%) (RMB in million)
Wuxi Anjoy Foods Marketing
Co., Ltd. (ࠢ
ʮ̡)( “ Wuxi Anjoy Marketing ”)/H1118
November 5,
2007
100.00 312 Food wholesaling
and retailing
Taizhou Anjoy Foods Co., Ltd.
(ʮ̡)
(“Taizhou Anjoy ”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
March 28, 2011 100.00 965 Food processing
and production
Liaoning Anjoy Foods Co., Ltd.
(ʮ̡)
(“Liaoning Anjoy ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
July 23, 2013 100.00 635 Food processing
and production
Sichuan Anjoy Foods Co., Ltd.
(ʮ̡)
(“Sichuan Anjoy ”)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
May 3, 2016 100.00 810 Food processing
and production
Hubei Anjoy Foods Co., Ltd.
(ʮ̡)
(“Hubei Anjoy ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
November 27,
2017
100.00 500 Food processing
and production
Henan Anjoy Foods Co., Ltd.
(ʮ̡)
(“Henan Anjoy ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
October 18,
2018
100.00 930 Food processing
and production
Guangdong Anjoy Foods Co., Ltd.
(ʮ̡)
(“Guangdong Anjoy ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
May 26, 2020 100.00 766 Food processing
and production
Shandong Anjoy Foods Co., Ltd.
(ʮ̡)
(“Shandong Anjoy ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
April 2, 2021 100.00 655 Food processing
and production
Honghu Xinhongye Food Co., Ltd.
(ʮ̡)
(“Honghu Xinhongye ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
October 25,
2017
90.00 (1) 80 Food processing
and production
Hubei New Liuwu Foodstuff Group
Co., Ltd. (ණྠϞ
ʮ̡)( “ Hubei New Liuwu ”) /H1118/H1118
July 23, 2019 70.00 (2) 260 Food processing
and production
Notes:
(1) As of the Latest Practicable Date, Honghu Xinhongye was held by us as to 90% and by Mr. Xiao
Huabing ( ӽശж), the founder and a director of Honghu Xinhongye, as to 10%.
(2) As of the Latest Practicable Date, Hubei New Liuwu was held by us as to 70% and by Mr. Liu Zhonghu
(ډ׀ݣthe founder, chairman of the board of directors and general manager of Hubei New Liuwu, as
to 30%.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 142 –


--- page 153 ---
CORPORATE DEVELOPMENT AND MAJOR SHAREHOLDING CHANGES
Incorporation of our Company in December 2001
In December 2001, our Company was established with an initial registered share capital
of RMB2 million contributed by Guoli Minsheng and other then shareholder. The shareholding
structure of our Company as of the date of the establishment was as follows:
Name of the Shareholder
Amount of
Registered Capital
Approximate
Percentage of
Shareholding
(RMB) (%)
Guoli Minsheng (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,500,000 75.00
Chen Y ongshan ( ௓͑ʆ)(2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500,000 25.00
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/H11182,000,000 100.00
Notes:
(1) Guoli Minsheng is an investment company focusing on equity investment in unlisted and listed
enterprises. For the information of Guoli Minsheng, see “Relationship with our Single Largest
Shareholder”.
(2) Chen Y ongshan ( ௓͑ʆ) was then the general manager of the Company and is an Independent Third
Party as of the Latest Practicable Date.
Shareholding Changes from 2002 to 2010 and Conversion into a Joint Stock Company in
2011
From April 2002 to November 2010, the Company went through several rounds of capital
injection and share transfers, including (i) the capital increase of RMB8 million in April 2002
by then shareholders together with two new shareholders Fuzhou Y oukasi Technology Service
Co., Ltd. (ʮ̡)( “ Fuzhou Y oukasi ”) subscribing RMB2.5 million in
cash and Xiamen Huashun Food Industry Co., Ltd. (ʮ̡)( “ Xiamen
Huashun Industry ”) subscribing RMB1 million in cash, (ii) the transfer of 25% equity
interests held by Fuzhou Y oukasi to Guoli Minsheng and the transfer of 15% equity interests
held by Chen Y ongshan to Guoli Minsheng in October 2002, both at a consideration equivalent
to the respective registered capital subscribed by them, (iii) acquisition by Mr. Liu Mingming
of 10% equity interests held by Xiamen Huashun Industry and the capital increase of RMB6.75
million subscribed by Guoli Minsheng in cash in December 2003, (iv) the transfer of 19%
equity interests held by Guoli Minsheng to Fujian Dongfang Hengji Kemao Co., Ltd. (؇ܔ
ʮ̡, currently known as Zhongtai Fuli Technology Development Co., Ltd. ( ʕ
ʮ̡)) (“ Dongfang Hengji ”) at a consideration of RMB5.41 million and
the transfer of 56% equity interests held by Guoli Minsheng to Mr. Liu Mingming at a
consideration of RMB15.946 million in September 2005, (v) the capital increase of RMB20
million in May 2007 subscribed by Guoli Minsheng in cash, (vi) the transfer of 8.66% equity
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 143 –


--- page 154 ---
interests held by Dongfang Hengji to Lv Wenbin ( ѐ˖ⅳ) at a consideration of RMB8.27463
million, and (vii) the capital increase of RMB33.25 million in November 2010 by then
shareholders together with the new shareholders, Mr. Zhang Qingmiao, Mr. Huang Jianlian and
Mr. Huang Qingsong. Save for Mr. Liu Mingming, Mr. Zhang Qingmiao, Mr. Huang Jianlian
and Mr. Huang Qingsong, each of the aforementioned entities and individuals is an
Independent Third Party as of the Latest Practicable Date. In March 2011, our Company was
converted into a joint stock company with limited liability with a registered capital of RMB70
million. After the conversion, the shareholding structure of our Company was as follows:
Name of the Shareholder
Number of
Shares Held
Approximate
Percentage of
Shareholding
(%)
Guoli Minsheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,359,400 60.50
Liu Mingming ( ᄎჼჼ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,415,700 17.74
Zhang Qingmiao (ߴ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,250,000 7.50
Lv Wenbin ( ѐ˖ⅳ)(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,199,900 6.00
Huang Jianlian (ᑌ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,887,500 4.13
Huang Qingsong (ؒ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,887,500 4.13
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/H111870,000,000 100.00
Notes:
(1) Lv Wenbin is an Independent Third Party as of the Latest Practicable Date.
(2) For the background of the remaining individual shareholders, see “Directors, Supervisors and Senior
Management”.
Shares Capital Increases prior to the Listing on the Shanghai Stock Exchange
Prior to the listing on the Shanghai Stock Exchange, the Company received investment
from external investors including private equity fund and professional equity investment
institutions in June 2011, with the subscription of the share capital increase of RMB1.85
million, representing 2.51% shareholding of our Company, at a consideration of
RMB30,136,500 by Shenzhen Xiushui Investment Co., Ltd. (ʮ̡), and the
share capital increase of RMB1.8 million, representing 2.45% shareholding of our Company,
at a consideration of RMB29,322,000 by Shenzhen Tongsheng Chuangye Investment
Enterprise (Limited Partnership) ( ଉέ̹Νସ௴ุҳ༟Άุ(Υྫ)). The consideration for
the investments was determined based on arm’s length negotiations between the relevant
parties after taking into account, among others, our then valuation and the business operations
and financial performance of our Group. In December 2012, the share capital of our Company
increased to RMB162,030,000 by way of a bonus issue on the basis of twelve new Shares for
every ten existing Shares held by all then Shareholders by way of conversion of capital reserve.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 144 –


--- page 155 ---
After the aforesaid share transfers and share capital increases and immediately prior to the
listing on the Shanghai Stock Exchange, the shareholding structure of our Company was as
follows:
Name of the Shareholder
Number of
Shares Held
Approximate
Percentage of
Shareholding
(%)
Guoli Minsheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893,190,600 57.51
Liu Mingming /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,314,500 16.86
Zhang Qingmiao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,550,000 7.13
Lv Wenbin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,239,900 5.70
Huang Jianlian /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,352,500 3.92
Huang Qingsong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,352,500 3.92
Shenzhen Xiushui Investment Co., Ltd.
(ʮ̡)(1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,070,000 2.51
Shenzhen Tongsheng Chuangye Investment
Enterprise (Limited Partnership)
(ଉέ̹Νସ௴ุҳ༟Άุ(Υྫ))
(1) /H1118/H1118/H1118/H1118/H1118/H1118/H11183,960,000 2.45
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/H1118162,030,000 100.00
Note:
(1) Each of Shenzhen Xiushui Investment Co., Ltd. and Shenzhen Tongsheng Chuangye Investment
Enterprise (Limited Partnership) is an Independent Third Party as of the Latest Practicable Date.
Listing on the Shanghai Stock Exchange in February 2017
As approved by the CSRC, our Company completed the initial public offering and listing
of our A Shares on the Shanghai Stock Exchange (stock code: 603345) in February 2017, under
which a total of 54,010,000 new A Shares were issued. Immediately following this offering, our
registered share capital increased to RMB216.04 million, and the shareholding structure of our
Company was as follows:
Name of the Shareholder
Number of
Shares Held
Approximate
Percentage of
Shareholding
(%)
Guoli Minsheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893,190,600 43.14
Liu Mingming /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,314,500 12.64
Zhang Qingmiao /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,550,000 5.35
Lv Wenbin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,239,900 4.28
Huang Jianlian /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,352,500 2.94
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 145 –


--- page 156 ---
Name of the Shareholder
Number of
Shares Held
Approximate
Percentage of
Shareholding
(%)
Huang Qingsong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,352,500 2.94
Shenzhen Xiushui Investment Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,070,000 1.88
Shenzhen Tongsheng Chuangye Investment
Enterprise (Limited Partnership) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,960,000 1.83
Other Public Shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111854,010,000 25.00
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/H1118216,040,000 100.00
Since February 2017, our A Shares have been listed on the Shanghai Stock Exchange
(stock code: 603345). Our Directors confirmed that we had no instance of non-compliance with
the rules of the Shanghai Stock Exchange and other applicable securities laws and regulations
of the PRC in any material respects since our listing on the Shanghai Stock Exchange and, to
the best knowledge of our Directors after having made all reasonable enquiries, there was no
material matter that should be brought to investors’ attention in relation to our compliance
record on the Shanghai Stock Exchange. Based on the filings on the website of the Shanghai
Stock Exchange and the information available in the public domain, our PRC Legal Advisor is
of the view that the above confirmation of our Directors with regard to our compliance record
is accurate and reasonable. Based on the independent due diligence conducted by the Joint
Sponsors and our PRC Legal Advisor’s view above, nothing has come to the Joint Sponsors’
attention that would cause them to cast reasonable doubt on our Directors’ confirmation with
regard to the compliance record of the Company on the Shanghai Stock Exchange in any
material respect.
Issuance of 2018 Convertible Bonds and Redemption
To satisfy funding needs of our Company for the construction of quick-frozen foods
production line, in July 2018, we conducted public issuance of convertible bonds of
RMB500,000,000.00 at a par value of RMB100 (the “ 2018 Convertible Bonds ”) and the 2018
Convertible Bonds were listed on Shanghai Stock Exchange (bond code: 113513) on July 31,
2018. The conversion period is from the first trading day after six months from the date of
completion of the issuance of the 2018 Convertible Bonds to the maturity date of the 2018
Convertible Bonds, i.e., from January 18, 2019 to July 11, 2024 with the initial conversion
price as RMB35.46 per A Share, which was adjusted to RMB35.08 per A Share effective on
June 19, 2019 after declaration of dividends for 2018. During the conversion period, the
Company has the right to redeem part or all of the 2018 Convertible Bonds at its principal
amount together with accrued and unpaid interest if, among others, during the conversion
period, if at least fifteen trading day in thirty consecutive trading days the closing price of the
A Shares is not lower than 130% of the conversion price. On June 10, 2019, the Board resolved
to exercise Company’s redemption right as triggered under the aforementioned situation and
redeem all the outstanding 2018 Convertible Bonds after close of market on July 4, 2019.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 146 –


--- page 157 ---
As of July 4, 2019, the 2018 Convertible Bonds in the amount of RMB496,160,000.00
had been converted into 14,026,649 A Shares. The outstanding 2018 Convertible Bonds in the
amount of RMB3,840,000.00 were redeemed by the Company on July 5, 2019 at the price of
RMB3,853,061.57. Our registered share capital increased to RMB230,066,649 following the
conversion and redemption of the 2018 Convertible Bonds. The 2018 Convertible Bonds were
delisted on Shanghai Stock Exchange on July 5, 2019.
Restricted Shares Issued under the Restricted Shares Incentive Plan
In November 2019, the Company adopted the 2019 Restricted Shares Incentive Plan to
establish and improve the Company’s long-term incentive and restraint mechanism. Under the
2019 Restricted Shares Incentive Plan, 6,608,000 restricted A Shares were granted to 255
grantees including connected persons of the Company. Following the completion of the
CSDCC registration of the restricted A Shares granted under the 2019 Restricted Shares
Incentive Plan, our registered share capital increased to RMB236,674,649. As of the Latest
Practicable Date, there was no outstanding restricted A Shares granted under the 2019
Restricted Shares Incentive Plan and the restricted A Shares granted pursuant to the 2019
Restricted Shares Incentive Plan have all been released from the restriction period and have
become A Shares with unlimited conditions of sale.
Issuance of 2020 Convertible Bonds and Redemption
To satisfy funding needs of our Company for the construction of various quick-frozen
foods production lines of Hubei Anjoy, Henan Anjoy and Liaoning Anjoy, in July 2020, we
conducted public issuance of convertible bonds of RMB900,000,000.00 at a par value of
RMB100 (the “ 2020 Convertible Bonds ”) and the 2020 Convertible Bonds were listed on
Shanghai Stock Exchange (bond code: 113592) on July 31, 2020. The conversion period is
from the first trading day after six months from the date of completion of the issuance of the
2020 Convertible Bonds to the maturity date of the 2020 Convertible Bonds, i.e., from January
14, 2021 to July 7, 2026 with the initial conversion price as RMB115.90 per A Share. During
the conversion period, the Company has the right to redeem part or all of the 2020 Convertible
Bonds at its principal amount together with accrued and unpaid interest if, among others,
during the conversion period, if at least fifteen trading day in thirty consecutive trading days
the closing price of the A Shares is not lower than 130% of the conversion price. On February
3, 2021, the Board resolved to exercise Company’s redemption right as triggered under the
aforementioned situation and redeem all the outstanding 2020 Convertible Bonds after close of
market on March 5, 2021.
As of March 5, 2021, the 2020 Convertible Bonds in the amount of RMB898,298,000.00
had been converted into 7,749,711 A Shares. The outstanding 2020 Convertible Bonds in the
amount of RMB1,702,000.00 were redeemed by the Company on March 8, 2021 at the price
of RMB1,706,256.70. Our registered share capital increased to RMB244,424,360 following the
conversion and redemption of the 2020 Convertible Bonds. The 2020 Convertible Bonds were
delisted on Shanghai Stock Exchange on March 8, 2021.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 147 –


--- page 158 ---
Private Placement of A Shares in 2022
In November 2021, our Company obtained approval from the CSRC for a private
placement of A Shares, the purpose of which was to fund the quick-frozen food production line
construction project and quick-frozen food new construction project. The 48,884,872 new A
Shares issued in this private placement were priced at RMB116.08 each, which was determined
based on various factors, including the average price of the 20 trading days prior to the pricing
date and the subscription of the shares by potential investors. The 48,884,872 new A Shares
were eventually placed to 19 investors, including 18 institutional investors who are
Independent Third Parties and Mr. Xiao Huabing ( ӽശж), the founder and a director of
Honghu Xinhongye, raising net proceeds of approximately RMB5,634.57 million, out of which
we have utilized approximately RMB1,923.96 million as of December 31, 2024. The net
proceeds raised from the private placement have been and will be used for construction of new
production lines for quick-frozen food products, expansion of current production lines,
techniques upgrade and improvement projects, digitalization, brand profile management and
marketing system, and general working capital needs. Following the completion of this private
placement of A Shares, our registered share capital increased to RMB293,294,232 in March
2022.
OUR SINGLE LARGEST SHAREHOLDER
As of the Latest Practicable Date, the total issued Shares of our Company was held as to
approximately 25.00% by Guoli Minsheng, our Single Largest Shareholder, which was in turn
held by Ms. Hang Jianying as to approximately 29.94% and Ms. Lu Qiuwen as to
approximately 25.15%, respectively. On September 10, 2023, Ms. Hang Jianying and Ms. Lu
Qiuwen entered into a concert party agreement (the “ Acting in Concert Agreement ”),
pursuant to which they agreed to act in concert in shareholders’ meetings of Guoli Minsheng
for five years from the date of the agreement, and Ms. Hang Jianying’s decision shall prevail
if there is any disagreement between Ms. Hang Jianying and Ms. Lu Qiuwen. Ms. Hang
Jianying and Ms. Lu Qiuwen are regarded as the “ de facto controllers” ( ྼყછՓɛ)o ft h e
Company pursuant to the PRC Company Law and the Administration Measures on Takeover of
Listed Companies (جpromulgated by the CSRC since then, and
Mr. Zhang Gaolu is no longer the “ de facto controllers ” of our Company as he ceased to hold
any equity interests in Guoli Minsheng. In addition, Guoli Minsheng has voluntarily
undertaken not to sell any Share in any means held by it from January 25, 2024 to January 24,
2029.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 148 –


--- page 159 ---
ACQUISITIONS, DISPOSALS AND MERGERS
We have conducted strategic acquisitions to expand our business coverage both
horizontally to overseas markets and vertically in upstream raw material supply chain. In
August 2021, the Company completed the acquisition of 70% equity interests in Oriental Food
Express Limited, a producer of Chinese quick-frozen food cuisines in UK with the brand
“Kung Fu Food”, through acquisition of 57.5% equity interest from Mr. Dakun Wang, being an
Independent Third Party prior to the acquisition, and additional share capital subscription
thereof at a total consideration of approximately RMB47,379,900, which was determined based
on the valuation of the equity interests acquired as appraised by an independent professional
valuer. In August 2022, the Company completed the acquisition of 70% equity interests in
Hubei New Liuwu, a leading processor and supplier of quality surimi and crayfish for the
Group’s production, at a total consideration of RMB644,000,000, which was determined based
on the valuation of the equity interests acquired as appraised by an independent professional
valuer, from Mr. Liu Zhonghu and Mr. Liu Jing, each being an Independent Third Party prior
to the aforementioned acquisition.
During the Track Record Period and up to the Latest Practicable Date, we did not conduct
any major acquisition, disposal or merger which would fall within the scope of Rule 4.05A of
the Listing Rules.
REASONS FOR THE LISTING
Our Company seeks to be listed on the Hong Kong Stock Exchange as the Listing will
present us with an opportunity to promote our Group’s internationalization strategy and
overseas business layout, enhance overseas financing capability of our Company and further
improve our comprehensive competitiveness. The Listing will expand our investor base,
provide further capital for the development and expansion of our business, broaden our access
to capital markets and provide an additional fundraising platform for our Company should the
need arise, further strengthen our business profile and market position in the food industry, and
enhance our international presence. We aim to continue strengthening our competitive edge in
existing business and maintain leading position in the industry, explore more profit growth
opportunities, reinforce competitive advantages in domestic and overseas markets, attract
talents with global visions and international perspectives and implement our long-term growth
strategies for our continuous business development. We currently intend to use the net proceeds
from the Global Offering for expanding our sales and distribution network; strengthening our
procurement capabilities, optimizing our supply chain and building a supply chain system;
digitalizing our business operations; product development and technological innovation; and
working capital and general corporate purposes. See “Business — Our Strategies” and “Future
Plans and Use of Proceeds” for more details.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 149 –


--- page 160 ---
2023 SHARE OPTION INCENTIVE PLAN
Our Company adopted the 2023 Share Option Incentive Plan on October 13, 2023. The
purpose of the 2023 Share Option Incentive Plan is to promote our long-term incentive
mechanism, attract and retain outstanding talents, and effectively combine the interests of
Shareholders, the Company and the employees. See “Appendix IV — Statutory and General
Information — 2023 Share Option Incentive Plan” for details.
PUBLIC FLOAT
Upon Listing, to the best knowledge of the Company, a total number of 95,099,088 A
Shares, representing approximately 28.53% of our Company’s total issued Shares (excluding
the treasury shares), held by Guoli Minsheng, Mr. Liu Mingming, Mr. Zhang Qingmiao, Mr.
Huang Jianlian, Mr. Huang Qingsong, Ms. Tang Yi and Mr. Liang Chen and their respective
close associates, will not be considered as part of the public float since they will be considered
as our Company’s core connected persons (as defined under the Listing Rules).
To the best knowledge of our Company, over 25% of our Company’s total issued Shares
(excluding the treasury shares) will be held by the public upon completion of the Global
Offering as required under Rule 8.08(1)(a) of the Listing Rules. Immediately upon completion
of the Global Offering, assuming that (i) 39,994,700 H Shares are issued and sold to public
shareholders in the Global Offering and (ii) the Over-allotment Option is not exercised and no
new Shares are issued under the 2023 Share Option Incentive Plan, our H Shares will represent
not less than 12% of our Company’s total issued Shares (excluding the treasury shares). We
have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver that
the minimum public float requirement under Rules 8.08(1)(b) and 19A.13A be reduced and the
minimum percentage of our Company’s H Shares (being the securities for which listing on the
Stock Exchange is sought) upon completion of the Global Offering held by the public to be the
higher of (a) 12.00% (assuming no exercise of the Over-allotment Option) and (b) such
percentage of H Shares to be held by the public immediately after completion of the Global
Offering, as increased by the H Shares to be issued upon any exercise of the Over-allotment
Option, of the total enlarged issued share capital of the Company.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 150 –


--- page 161 ---
OUR CORPORATE STRUCTURE IMMEDIATELY PRIOR TO THE COMPLETION OF THE GLOBAL OFFERING
The following chart illustrates our corporate and shareholding structure immediately prior to the Global Offering:
The Company
96.84%
Wuxi
Huashun
Minsheng
Foods
Co., Ltd.
(ೌ፼ശන
ۜ࠮
ʮ̡)
100%
Wuxi
Anjoy
Foods
Marketing
Co., Ltd.
(ೌ፼τʜ
ᐄቖ
ʮ̡)
100%
Taizhou
Anjoy
Foods
Co., Ltd.
(इψτ
Ϟ
ʮ̡)
100%
Liaoning
Anjoy
Foods
Co., Ltd.
(፱ྐྵτ
Ϟ
ʮ̡)
100%
Sichuan
Anjoy
Foods
Co., Ltd.
(̬ʇτ
Ϟ
ʮ̡)
100%
Hubei
Anjoy
Foods
Co., Ltd.
(ಳ̏τ
Ϟ
ʮ̡)
100%
Henan
Anjoy
Foods
Co., Ltd.
(τ
Ϟ
ʮ̡)
100%
Guangdong
Anjoy Foods
Co., Ltd.
(࠮
ʮ̡)
100%
Shandong
Anjoy Foods
Co., Ltd.
(࠮
ʮ̡)
90%
Honghu
Xinhongye(3)
70%
Hubei New
Liuwu(4)
100%
Xiamen
 Anjoy
Mr. Frozen
Supply Chain
Co., Ltd.
(ࡖ
΋͛ԶᏐ
ʮ̡)
100%
Xiamen
Anjoy
E-commerce
Co., Ltd.
(τʜ
ཥɿਠਕ
ʮ̡)
100%
Xiamen
Anjoy
Food
Industry
Co., Ltd.
(τʜ
ʈุ
ʮ̡)
69.99%
Oriental
Food
Express
Limited(6)
100%
Hong Kong
Anjoy
Foods
Limited
90%
Honghu
Anjoy
Foods
Co., Ltd.
(ಳτʜ
ࠢ
ʮ̡)(5)
100%
Hubei
Anrun
Foods
Co., Ltd.
(ಳ̏τᆗ
ࠢ
ʮ̡)
100%Honghu Hongye
Eco-agriculture Co., Ltd.
(ʮ̡)
100%Honghu Xinhongye
Aquatic Co., Ltd.
(ʮ̡)
100% Jiangxi Liuwu Co., Ltd.
(ʮ̡)
100% Hubei Songlin Biological
Feed Co., Ltd.
(ʮ̡)
100%
Qianjiang New Liuwu
Food Technology Co., Ltd.
(Ҧ
ʮ̡)
100%
Good News
International
Trading
Europe B.V
Good News
International
Trading
Limited
100%
Acting in Concert Agreement
3.16%
Onshore Offshore
25.15%
Hang Jianying(1)
29.94%
Guoli Minsheng(1)
Lu Qiuwen(1)
28.94%
Wang Jijuan
15.97%
Sun Gang
25.00%
Liu Mingming(2)
4.19%
Zhang Qingmiao(2)
1.75% 67.88%
Other A ShareholdersHuang Jianlian(2)
0.56%
Huang Qingsong(2)
0.59%
Tang Yi(2)
0.02%
Liang Chen(2)
0.02%
100%
Ding Yifeng
Food
(Taicang)
Co., Ltd.*
 (࠮

ʮ̡)
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 151 –


--- page 162 ---
Notes:
(1) Ms. Hang Jianying and Ms. Lu Qiuwen entered into the Acting in Concert Agreement on September 10, 2023 and they held in aggregate of approximately 55 .09% equity interests
in Guoli Minsheng. Ms. Hang Jianying and Ms. Lu Qiuwen are regarded as the “ de facto controllers” of the Company pursuant to the PRC Company Law and the Administration
Measures on Takeover of Listed Companies promulgated by the CSRC.
(2) Each of the relevant Shareholders is a director and/or member of senior management of the Company, see “Directors, Supervisors and Senior Managem ent” in this Prospectus
for details of each of them.
(3) As of the Latest Practicable Date, Honghu Xinhongye was held by us as to 90% and by Mr. Xiao Huabing ( ӽശж), the founder and a director of Honghu Xinhongye, as to
10%.
(4) As of the Latest Practicable Date, Hubei New Liuwu was held by us as to 70% and by Mr. Liu Zhonghu (ډ׀ݣthe founder and a director of Honghu New Liuwu, as to 30%.
(5) As of the Latest Practicable Date, Honghu Anjoy Foods Co., Ltd. (ʮ̡) was held by us as to 90% and by Mr. Xiao Huabing, the founder and a director of
Honghu Xinhongye, as to 10%.
(6) As of the Latest Practicable Date, Oriental Food Express Limited was held by us as to 69.99% and by Mr. Dakun Wang, the chief executive officer of Orie ntal Food Express
Limited, as to 30.01%.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 152 –


--- page 163 ---
OUR CORPORATE STRUCTURE IMMEDIATELY FOLLOWING THE COMPLETION OF THE GLOBAL OFFERING
The following chart illustrates our corporate and shareholding structure immediately following the completion of the Global Offering, assuming
that the Over-allotment Option is not exercised and no new Shares are issued under the 2023 Share Option Incentive Plan, and no other changes
are made to the issued share capital of our Company between the Latest Practicable Date and the Listing Date:
The Company
96.84%
Wuxi
Huashun
Minsheng
Foods
Co., Ltd.
(ೌ፼ശන
ۜ࠮
ʮ̡)
100%
Wuxi
Anjoy
Foods
Marketing
Co., Ltd.
(ೌ፼τʜ
ᐄቖ
ʮ̡)
100%
Taizhou
Anjoy
Foods
Co., Ltd.
(इψτ
Ϟ
ʮ̡)
100%
Liaoning
Anjoy
Foods
Co., Ltd.
(፱ྐྵτ
Ϟ
ʮ̡)
100%
Sichuan
Anjoy
Foods
Co., Ltd.
(̬ʇτ
Ϟ
ʮ̡)
100%
Hubei
Anjoy
Foods
Co., Ltd.
(ಳ̏τ
Ϟ
ʮ̡)
100%
Henan
Anjoy
Foods
Co., Ltd.
(τ
Ϟ
ʮ̡)
100%
Guangdong
Anjoy Foods
Co., Ltd.
(࠮
ʮ̡)
100%
Shandong
Anjoy Foods
Co., Ltd.
(࠮
ʮ̡)
90%
Honghu
Xinhongye(3)
70%
Hubei New
Liuwu(4)
100%
Xiamen
Anjoy
Mr. Frozen
Supply Chain
Co., Ltd.
(ࡖ
΋͛ԶᏐ
ʮ̡)
100%
Xiamen
Anjoy
E-commerce
Co., Ltd.
(τʜ
ཥɿਠਕ
ʮ̡)
100%
Xiamen
Anjoy
Food
Industry
Co., Ltd.
(τʜ
ʈุ
ʮ̡)
69.99%
Oriental
Food
Express
Limited(6)
100%
Hong Kong
Anjoy
Foods
Limited
90%
Honghu
Anjoy
Foods
Co., Ltd.
(ಳτʜ
ࠢ
ʮ̡)(5)
100%
Hubei
Anrun
Foods
Co., Ltd.
(ಳ̏τᆗ
ࠢ
ʮ̡)
100%Honghu Hongye
Eco-agriculture Co., Ltd.
(ʮ̡)
100%Honghu Xinhongye
Aquatic Co., Ltd.
(ʮ̡)
100% Jiangxi Liuwu Co., Ltd.
(ʮ̡)
100% Hubei Songlin Biological
Feed Co., Ltd.
(ʮ̡)
100%
Qianjiang New Liuwu
Food Technology Co., Ltd.
(Ҧ
ʮ̡)
100%
Good News
International
Trading
Europe B.V
Good News
International
Trading
Limited
100%
Acting in Concert Agreement
3.16%
Onshore Offshore
100%
Guoli Minsheng(1)
22.00%
Liu Mingming(2)
3.69% 59.73%0.02%0.02%
Other A Shareholders
12.00%
H ShareholdersHuang Qingsong(2)
0.52%
Huang Jianlian(2)
0.49%
Zhang Qingmiao(2)
1.54%
25.15%
Hang Jianying(1)
29.94%
Lu Qiuwen(1)
28.94%
Wang Jijuan
15.97%
Sun Gang
Guoli Minsheng(1) Tang Yi(2) Liang Chen(2)
Ding Yifeng
Food
(Taicang)
Co., Ltd.*
 (࠮

ʮ̡)
Notes (1) to (6): Please refer to the sub-section headed “— Our Corporate Structure Immediately Prior to the Completion of the Global Offering” above for details.
HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE
– 153 –


--- page 164 ---
OVERVIEW
We are a leading quick-frozen food company in China, dedicated to providing food
products for various consumption occasions, whether at home, in restaurants or on the go. We
are the largest quick-frozen food company in China in terms of revenue in 2024, with a market
share of 6.6%, according to Frost & Sullivan. Specifically within the quick-frozen food
industry, we ranked first in the quick-frozen flavored and processed food market in China in
2024, with a market share of 13.8%, around five times the size of the second largest player. We
ranked first in the quick-frozen prepared dishes market in China in 2024, with a market share
of 5.0%, exceeding the market shares of the second through fourth-ranked players combined.
We ranked fourth in the quick-frozen flour and rice food market in China in 2024, with a
market share of 3.2%. China’s quick-frozen food industry is competitive and fragmented, with
the top five players holding an aggregate market share of 15.0% in terms of revenue in 2024.
We have developed a diverse product portfolio across three categories, namely quick-
frozen flavored and processed products, quick-frozen prepared dishes and quick-frozen flour
and rice products. Our products are strategically positioned across diverse market segments and
price points to meet varying customer needs. We have established a brand portfolio anchored
by our flagship “Anjoy (
)” brand, complemented by our proprietary brands “Frozen-food
Master (
 )” and “Anjoy Xiaochu (
 )”, alongside our strategically acquired brands
including “Honghu Temptation (
 )”, “Liuwu (
 )” and “Kung Fu Food (
 )”.
BUSINESS
– 154 –


--- page 165 ---
The following diagram illustrates our diversified and extensive product portfolio across
three categories:
Quick-frozenflourandriceproducts
Quick-frozen flavored and processed products
Quick-frozenprepareddishes
Sticky rice chicken
in lotus leaf
Fried crispy
strip
Egg dumpling
Stuffed meat
ball
Stuffed
fish ball
Fish tofu
Fish roe
lucky bag
Roasted pork
sausage Fish roe bun
Chinese
pancake
Steamed fried
dumpling
Shumai
Steamed bun
Brown sugar
cake
Pork & cabbage
dumpling
Beef/lamb roll
Shrimp paste Seasoned crayfish
Brand and Product Portfolio
Since our inception in 2001, our core management team, comprising experts in the
industry, has demonstrated keen foresight in anticipating customer needs and navigating
market dynamics. Their expertise has enabled us to successfully capitalize on critical growth
opportunities in the quick-frozen food industry. Through our differentiated development
strategies, we have become the leader in this fast-growing market.
The following chart sets forth our journey to achieve market leadership:
2017 - Present
Leading
2001 - 2011
Brand building
2011 - 2017
Overtaking
Our Journey
Developed 4 production bases
Established a nationwide sales network with around
500 distributors
Launched 4 signature products each with RMB100
million annual revenue
Strategically entered the quick-frozen prepared dishes
market
Launched the Lock-Fresh product line, achieving an
annual revenue of over RMB1 billion in each year1
Formed 13 production bases with total annual
designed capacity of over 1 million tons
Annual revenue exceeded RMB10 billion and net
profit reached RMB1 billion
1
Launched quick-frozen flour and rice products with
differentiated strategy
Built a nationwide brand of quick-frozen flavored
and processed products
Became a major player in the
quick-frozen food industry in China
Established leadership in the quick-frozen
flavored and processed products market
Listed on the A-share market and became the
largest quick-frozen food company in China
Note: (1) Since 2022. Source: Frost & Sullivan.
BUSINESS
– 155 –


--- page 166 ---
Our Core Competitiveness
Our market leadership is anchored in and reinforced by a flywheel effect created by our
capabilities in product development, sales network development and production capacity. As
illustrated by the following diagram, our continual launches of signature products across
categories have formed a product portfolio that meets diverse market demand while
maintaining product quality and enhancing brand awareness. The strength of our product
development has generated tremendous momentum across our sales channels. We have built an
extensive national sales network reaching both businesses and individual customers, covering
catering and home cooking scenarios, mainly through cooperation with our distributors. Our
ability to meet nationwide demand while exploring regional opportunities and to continually
launch signature products is underpinned by our regional market insights. It is also supported
by the economies of scale from our production capacity and flexible production model,
encompassing in-region production for majority of our products and centralized production for
certain products such as beef roll, lamb roll, those that are primarily made of freshwater fish
and those that are primarily made of chicken (in-region plus centralized production model).
Business Model and Core Competitiveness
Signature products enhancing brand awareness
Nationwide layout with
leading production capacity
39 2,000+
~1 million tons
13
2
22 000000++
3399
Customers
Home
Cooking
Catering
N
a
t
i
o
n
w
idde
 lll
ayo
u
t
 w
i
t
h
Production
Sales
Network
Products
and achieving comprehensive reach across scenarios and channels
…
Parallel development across categories
with leading signature products Services
Multi-channel coverage reaching
businesses and individual customers
Distributors
Annual Production Volume1Production Bases
Signature products each
with annual revenue over RMB100 million1
“In-region plus centralized productionanddistribution”
Note: (1) For the year ended December 31, 2024.
Products. Leveraging our product development capabilities, we have continually
launched various products for business customers as well as developed signature products into
product series for individual customers. In 2024, we had 39 signature products, each generating
revenue exceeding RMB100 million. Our Lock-Fresh product line, introduced in 2019,
highlights our effective product development. This product line features fresh-keeping small
packages. It was specifically designed for individual customers and has successfully expanded
our presence in the retail market. Our Lock-Fresh product line has generated over RMB1.0
billion in revenue in 2022 and maintaining strong momentum with 17.6% revenue growth from
2022 to 2023, followed by 18.9% revenue growth in 2024 compared to 2023, while sustaining
consistent and remarkable profitability.
BUSINESS
– 156 –


--- page 167 ---
Sales Network. Our product portfolio has enabled us to forge deeper connections with our
distributors and direct sales customers, while continually expanding our sales network and
market penetration. Our multichannel sales network, anchored by our distributors, has achieved
comprehensive coverage across China, reaching both businesses and individual customers for
varied consumption scenarios. In particular, we have empowered our distributors to grow with
us and have built a loyal and well-established distribution network. As of December 31, 2024,
736 distributors had worked with us for five or more than five years, contributing RMB8.7
billion in revenue in 2024, which accounted for over 70% of our total revenue from distributors
in the same period. The average annual revenue generated per distributor was RMB6.1 million
in 2024, significantly higher than that of other leading industry players in China, according to
Frost & Sullivan.
Production. Building upon our nationwide sales network, we have strategically
established production bases in regions where business scale has reached critical mass to meet
regional sales demand, implementing an in-region plus centralized production model. This
approach enables us to optimize logistics costs, respond swiftly to market changes and,
together with our economies of scale, create costs advantages that allow us to offer more
quality products at competitive prices. As of December 31, 2024, we operated 13 production
bases with total annual production capacity of over one million tons. To further strengthen our
product development capabilities, we have implemented the approach of “R&D with regional
insights” (޼This approach enables us to rapidly launch new products featuring local
ingredients, culinary styles and the potential to appeal to the taste of nationwide consumers.
We have continuously delivered financial performance with robust growth and
profitability at an industry-leading scale of operations during the Track Record Period. Our
revenue increased by 15.4% from RMB12,105.6 million in 2022 to RMB13,964.9 million in
2023. Our revenue also increased by 7.6% from RMB13,964.9 million in 2023 to
RMB15,029.6 million in 2024. Our net profit margin was 9.2%, 10.7% and 10.1% in 2022,
2023 and 2024, respectively.
OUR STRENGTHS
China’s Largest Quick-Frozen Food Company
We are the largest quick-frozen food company in China in terms of revenue in 2024, with
a market share of 6.6%, according to Frost & Sullivan. Specifically within the quick-frozen
food industry, we ranked first in the quick-frozen flavored and processed food market in China
in 2024, with a market share of 13.8%, around five times the size of the second largest player;
we ranked first in the quick-frozen prepared dishes market in China in 2024, with a market
share of 5.0%, surpassing the market shares of the second through fourth-ranked players
combined; we ranked the fourth in the quick-frozen flour and rice food market in China in
2024, with a market share of 3.2%. Our operational excellence is demonstrated by our
sustained growth trajectory.
BUSINESS
– 157 –


--- page 168 ---
The quick-frozen food industry presents significant growth opportunities. According to
Frost & Sullivan, driven by continuous development of cold chain logistics infrastructure,
increasing restaurant chain penetration and rising customer demand for convenience, the size
of China’s quick-frozen food market reached RMB221.2 billion in 2024 and is expected to
grow at a CAGR of 9.4% from 2024 to 2029, making it one of the fastest-growing sectors in
China’s consumer goods industry. The market remains fragmented, with the top five players
holding a combined market share of approximately 15.0% in 2024, compared with
approximately 43% in the United States, 40% in the United Kingdom and 70% in Japan,
presenting substantial consolidation opportunities.
We have consistently developed products that are widely used in both catering and home
cooking scenarios. Leveraging our product portfolio, we have steadily increased our brand
recognition and have become one of the most influential and renowned companies in China’s
quick-frozen food industry, according to Frost & Sullivan. We have also played a leading role
in driving industry development and promoting best practices within China’s quick-frozen food
industry. During the Track Record Period, we participated in the formulation and revision of
three international standards and 19 national standards. As an industry leader with
comprehensive capabilities, we are well-positioned to capitalize on the consolidation
opportunities and further expand our market share amid the industry’s rapid development.
Comprehensive Sales Network With Deep Multichannel Penetration
Our comprehensive multichannel coverage strategy has enabled us to build and empower
our reliable and experienced distributors. This extensive coverage is complemented by
strategic direct engagement with targeted enterprise customers, key accounts, new retail and
e-commerce platforms, allowing us to swiftly adapt to evolving market trends. Through these
diverse channels, we have achieved comprehensive coverage across both businesses and
individual customers.
Strong Distribution Network
Leveraging our strong brand and competitive product portfolio, we have established an
extensive distribution network that provides both nationwide coverage and deep regional
market penetration. We remain committed to providing comprehensive support to our
distributors, from sales network development and maintenance to brand promotion and
marketing, as well as data analysis and management tools. Through our dedicated support and
services, we have built strong relationships with our distributors based on shared values,
mutual trust and deep cooperation. As of December 31, 2024, 736 distributors had worked with
us for five or more than five years, contributing RMB8.7 billion in revenue in 2024, which
accounted for over 70% of our total revenue from distributors in the same period. Our
distribution network has enabled us to achieve comprehensive coverage across China, reaching
all first and second-tier cities, as well as over 250 lower-tier cities.
BUSINESS
– 158 –


--- page 169 ---
Our sales team works closely with distributors to expand their coverage of points of sale,
continually increasing our network density and market penetration. Specifically, we support
our distributors in developing points of sale, thereby building a comprehensive sales network
to reach customers. Our sales team proactively assists distributors in organizing influential
marketing events such as order fairs while strengthening distributor-customer relationships
through carefully curated product offerings and targeted promotional campaigns that enhance
their sales performance. We execute our brand visibility strategy in collaboration with our
distributors. The distinctive storefront designs and visual presentation featuring the Anjoy
brand identity and visual elements strengthen our brand awareness as well as the overall sales
performance.
We empower our distributors with digital tools, helping them improve operational
efficiency and facilitating their decision-making in sales, marketing, inventory management
and performance review through data analysis. Our “Anjoy Home” customer relationship
management (“ CRM”) system is customized according to distributors’ needs and is frequently
upgraded based on their feedback. The system enables distributors to streamline their
operations through features such as online ordering, logistics tracking and sales analytics.
Strategic Direct Engagement with Sales Channels
Complementing our distribution network, we strategically engage with various sales
channels to capture emerging market opportunities and strengthen our market presence. We
provide products well-suited to market demand to targeted enterprise customers, including
chain catering companies and food companies, promptly addressing their specific needs. For
example, we launched customized products with a leading chain catering company specialized
in malatang. In 2024, the revenue from sales to this leading chain catering company specialized
in malatang amounted to RMB137.4 million. Our partnerships with targeted enterprise
customers have expanded our sales network while broadening our product portfolio. We also
connect directly with end customers through new retail and e-commerce platforms, capturing
online retail opportunities and gathering firsthand customer feedback. This direct engagement
helps us to continually enhance our product development and marketing strategies. Driven by
our deep understanding of these sales channels and presence on major platforms, our revenue
from sales to new retail and e-commerce platforms grew by 33.1% from 2022 to 2023 and
further by 18.4% from 2023 to 2024.
Diversified Product Portfolio Across Categories Anchored by Signature Products
Drawing on our deep understanding of the quick-frozen food industry and keen insight
into customer preferences, we have developed a diversified and extensive product portfolio
across three categories to meet evolving customer needs. We strategically entered into the
fast-growing quick-frozen prepared dishes market, pursuing parallel development across three
product categories and particularly promoting our sausage products. As a result of our focused
efforts and rapid development, we have achieved a leadership position and were recognized as
The Top Chinese Prepared Dish Company in 2024 (2024 ௰Ոྼɢʕ਷ཫႡൄ͛ପΆุ)b yt h e
Hurun Research Institute.
BUSINESS
– 159 –


--- page 170 ---
Our industry-leading product development capabilities, built on our successful track
record of launching products, enable us to consistently introduce signature products for both
nationwide and regional markets and develop signature products into product series. During the
Track Record Period, we offered over 500 types of products across three categories,
positioning us as one of the companies with the most extensive product offerings in the
quick-frozen food industry, according to Frost & Sullivan. To cater to diverse needs across
different regions and consumption scenarios, we offer differentiated flavors and multiple
packaging options, forming a diverse product portfolio that enhances brand awareness and
deepens channel penetration.
Our product development strategy focuses on creating and promoting products for
business customers as well as developing products into product series for individual customers
through our extensive sales network. We have developed signature products that have
maintained popularity for over a decade, such as fish tofu, stuffed meat balls and brown sugar
cakes. These signature products have strengthened our brand recognition and forged stronger
connections with customers, driving sustained growth for our distributors and us. In 2024, we
had 39 products each generating annual revenue exceeding RMB100 million, including four
products exceeding RMB500 million, demonstrating our product development and
commercialization capabilities.
The following chart illustrates the launch timeline of a selection of our signature
products:
2017
2019
2021
2022
2018
2020
2023
2012-
2016
Stuffed
meat ball
Fish tofu
Qianye tofu Walnut bun
Fish roe
bun
Egg dumpling
Brown sugar
bun
Osmanthus-
flavored rice cake
Steamed fried
dumpling
Stuffed
rice cake
Fried
crispy strip
Shumai
Chinese pie
Fish roe
lucky bag
Seasoned
crayfish
Roasted pork
sausage
Beef / lamb
roll
Launch Timeline of Signature Products
BUSINESS
– 160 –


--- page 171 ---
Our extensive product portfolio, continual launches of various products and developing
signature products into product series are based on our solid R&D capabilities. We implement
an “R&D with regional insights” approach, which allows us to customize product flavors and
ingredients for different regions while maintaining consistency in our main product categories
nationwide. We have successfully introduced products tailored to regional preferences, such as
roe-stuffed fried fish balls in South China and tender fish balls in Central China, which have
been well-received in their respective markets.
Our R&D activities are anchored by our Xiamen and Wuxi R&D centers and supported
by R&D departments at our production bases across the country. These R&D centers and
departments form a nationwide layout of R&D capabilities that support our product
development and production capabilities. Our R&D center has been recognized as a National
Enterprise Technology Center (ॴΆุҦஔʕː), making it the first and the only R&D
center in the quick-frozen surimi product industry to receive this recognition as of December
31, 2024. We have also established key laboratories at our production bases across the country.
In-Region Plus Centralized Production and Economies of Scale Yielding Cost Advantage
Centered on our in-region production and distribution strategy, we have progressively
established a nationwide layout of production bases. Our production bases leverage regional
supply chains while maintaining proximity to customers, enabling us to quickly adapt to
changing customer tastes and industry trends, minimize logistics costs and achieve economies
of scale that translate into significant cost advantages.
As of December 31, 2024, we operated 12 domestic production bases and one overseas
production base in the United Kingdom. Our production processes feature digital traceability
and real-time production management. Through our nationwide production bases, we have
established an efficient in-region operation model where each domestic production facility
serves markets within a 500-kilometer radius, reducing logistics costs while enabling efficient
sales channel penetration and rapid adjustments to production plans and product development
strategies based on market feedback. Our strategy of in-region production and distribution
reduces transportation distances among raw material suppliers, production bases, distributors
and end customers, enhancing cold chain logistics efficiency. Our logistics costs as a
percentage of revenue were 2.0% in 2022 and 1.9% in 2023, significantly lower than industry
averages, according to Frost & Sullivan. Following our strategy of in-region production and
distribution, we continue to introduce regional specialty products to optimize production
capacity utilization. In addition to our in-region production model, we also implement
centralized production of certain products that achieved nationwide large scale sales to
leverage the economies of scale. In 2024, we achieved an industry-leading production
utilization rate of 97.2%. Our commitment to technological advancement drives continual
improvements in production processes, as evidenced by our over 400 patents as of the Latest
Practicable Date.
BUSINESS
– 161 –


--- page 172 ---
In 2024, our total annual designed capacity was over one million tons. Our industry-
leading scale provides cost advantages in procuring key raw materials. According to Frost &
Sullivan, the average purchase prices of our fresh fish and surimi in 2024 were significantly
lower than market averages. Through acquisitions of companies including Honghu Xinhongye
and Hubei New Liuwu, we expanded vertically into the raw material supply chain, ensuring
stable supplies of surimi and crayfish for our production.
These cost advantages enable us to offer customers quality products at competitive prices,
which deepen our sales coverage and enlarge sales volume, further enhancing our economies
of scale and creating a virtuous cycle. Our financial performance during the Track Record
Period demonstrates these advantages, with our gross profit margin rising from 21.2% in 2022
to 22.7% in 2024, positioning us as an industry leader in the quick-frozen food industry,
according to Frost & Sullivan.
Advanced Digitalization Capabilities Empowering Decision-Making and End-to-End
Operational Efficiency
We are committed to achieving comprehensive digital management and operations.
Through in-house R&D as well as utilization and customization of external technologies, we
digitalize and optimize processes from strategy formulation to business execution, enhancing
the timeliness and accuracy of decision-making and overall management. Our Business
Intelligence system enables real-time analysis of information across multiple areas, including
products, customers, regional markets and marketing strategies on the sales side, as well as cost
analysis and meticulous management on the production side. Our improved decision-making
capabilities strengthen collaboration with distributors, enhance production efficiency and
improve quality control processes. For example, we adjust marketing strategies and promotion
plans based on sales data. Our digitalized quality control system enables full-process
traceability from raw material sourcing, through production, packaging and logistics, to
customer receipt, ensuring comprehensive quality monitoring. In 2023, we were recognized as
one of the “Top 100 Benchmark Smart Factories in China,” one of only two companies in the
food industry to attain this achievement.
Digitalized Distributor Management
We empower distributors through our proprietary “Anjoy Home” CRM system and
Fastsell order management system. The “Anjoy Home” CRM system enables our distributors
to manage online orders and track logistics, facilitating their sales management and
decision-making. The system also integrates the sales network with our internal decision
management platform, making our production and sales planning more efficient. Additionally,
our distributors can opt to use our Fastsell system, which assists them in connecting with
downstream business partners and securing orders promptly.
BUSINESS
– 162 –


--- page 173 ---
Digitalized Production Management
Our self-developed Enterprise Data Integration (EDI) system integrates seamlessly with
our production process, automatically generating production plans and specifying process
parameters. The system rigorously monitors and ensures product quality, enhances production
safety and comprehensively increases production efficiency. Leveraging the EDI system, we
have increased overall labor productivity by more than 10% and reduced training time for new
staff by approximately 70%. In 2023, we became the first company in China’s quick-frozen
food industry to earn “intelligent production capability maturity level III” certification from
the China Electronics Standardization Institute, demonstrating our excellence in production
management.
Digitalized Logistics Management
Through our digital logistics system, we strictly manage and control warehousing,
storage, delivery processes to minimize spoilage and risks. Our logistics tracking system
enables real-time monitoring of temperature and humidity in refrigerated trucks and cold
storage facilities while tracking geographical location and responsible personnel at each
transportation stage. This real-time monitoring is crucial for ensuring product quality.
Visionary and Experienced Management Team and Proactive Corporate Culture
Our Chairman, Mr. Liu Mingming, and general manager, Mr. Zhang Qingmiao, are
visionary and determined entrepreneurs, each having over 30 years of industry experience and
profound understanding of the quick-frozen food industry. Under their leadership, we have
developed a professional and stable management team with extensive experience and industry
insights. Many team members have contributed to drafting and formulating standards for the
quick-frozen food industry. Our core management team, with its industry expertise, strategic
vision, leadership and execution capabilities, has led us to become a leading quick-frozen food
company in China.
We believe our continual efforts in team building support our long-term growth. We have
introduced comprehensive talent development and incentive programs which, combined with
our vibrant corporate culture, enhanced employee retention and engagement. We were among
the first companies in China’s quick-frozen food industry to implement employee stock
ownership incentives. As of December 31, 2024, approximately 8% of our employees had
received share option incentives.
BUSINESS
– 163 –


--- page 174 ---
We have cultivated strong entrepreneurial values and work ethic throughout our
organization. Our corporate culture has fostered team bonding and motivation, laying the
foundation for rapid and sustainable business expansion while empowering us to create
long-term value for both customers and the quick-frozen food industry. This entrepreneurial
spirit has enabled us to successfully incubate two quick-frozen food brands, “Frozen-food
Master” and “Anjoy Xiaochu”, which focus on quick-frozen prepared dishes and have rapidly
grown to expand our product portfolio.
OUR STRATEGIES
We are committed to becoming the world’s leading quick-frozen food company. Our aim
is to strengthen our leading position and enhance profitability in China’s quick-frozen food
market while expanding our presence in overseas markets. To accomplish this, we plan to
implement the following strategies:
Strengthen Our Leading Position
As Chinese customers increasingly embrace quick-frozen food and their demand for
convenience rises, we will maintain our focus on developing our three main product categories.
We plan to deepen market penetration through our core products while expanding and
optimizing our product portfolio with sustained innovation, further increasing our market share
and enhancing our brand awareness. We will also capitalize on rapid growth opportunities in
the quick-frozen food industry and actively explore new product types such as Western-style
dishes. We plan to pursue strategic acquisitions of or investment in brands with international
presence or establish joint ventures to develop Western cuisine products, to capture China’s
growing Western food market. Our strategy is to penetrate upstream markets and distribution
networks in the Western food market, fostering synergies between our Chinese and Western
culinary businesses.
Expand Our Sales Network
The breadth, depth and strength of our sales network are crucial for our future success.
We aim to strengthen our distributor partnerships, continue supporting distributors through
product development and attract more distributors to expand our market reach. We also plan to
expand our direct engagements with key accounts, targeted enterprise customers, new retail
and e-commerce platforms, developing products well-suited to market demand to meet their
unique needs across various consumption scenarios. By offering customized marketing support
based on channel-specific insights, we plan to continue empowering our distribution network
and improving market reach to end customers, increasing brand awareness and customer
perception.
BUSINESS
– 164 –


--- page 175 ---
Enhance Digitalization and Intelligent Production
We plan to further digitalize key aspects of our business to enhance operational
efficiency. We plan to continue enhancing our digitalized management system, enabling
distributors to make informed business decisions and optimize their operations with real-time
data. We plan to enhance digital integration with our direct customers, such as large
supermarkets and chain catering companies, to improve operational efficiency. On the
production side, we plan to continue advancing our intelligent production capabilities,
leveraging data analysis, intelligent production equipment and Internet of Things systems to
optimize production efficiency and ensure product quality.
Expand Our Overseas Presence
As China’s global influence expands and the global demand for Chinese cuisine grows,
the quick-frozen Chinese food sector presents significant new opportunities. We plan to focus
on expanding into high-growth, less concentrated markets or large-scale markets. We believe
the significant growth potential in overseas Chinese cuisine consumption, which presents
opportunities to establish a global presence and promote authentic Chinese culinary
experiences worldwide. We plan to develop a supply chain system to optimize costs and ensure
stable supply. Through global procurement initiatives, we aim to reduce costs and secure
quality raw materials, particularly those for core categories such as surimi, shrimp and other
aquatic ingredients.
Furthermore, we plan to accelerate our international expansion through equity
partnerships and/or strategic acquisitions, targeting growth in emerging product categories. We
will evaluate potential targets for overseas investments or acquisitions primarily based on their
scale, financial performance, customer base, brand equity and sales network production
capability. As of the Latest Practicable Date, we had not identified any specific investments or
acquisition targets.
Attract, Develop and Motivate Talent
We plan to continue investing in human capital through a talent development strategy that
focuses on internal training supplemented by external recruitment. We remain committed to
offering career guidance and professional training to create a supportive working environment
that fosters creativity and intrapreneurship among our employees.
BUSINESS
– 165 –


--- page 176 ---
OUR BRANDS AND PRODUCTS
We are engaged in the R&D, production and sales of quick-frozen food products, focusing
on quick-frozen flavored and processed products, quick-frozen prepared dishes and quick-
frozen flour and rice products. During the Track Record Period, our product portfolio
comprised over 500 types of products, positioning us as one of the companies with the most
extensive product range in the quick-frozen food industry, according to Frost & Sullivan. After
more than 20 years of business operations and development, we have built significant brand
influence and recognition among our customers. Our “Anjoy (
)” brand has been recognized
as a “Well-known Trademark of China” by the State Administration for Industry and Commerce
since 2010.
 In the quick-frozen flavored and processed product category, our products primarily
include those under “Anjoy (
)” brand, such as fish tofu, fish balls, stuffed meat
balls and pork sausage.
 In the quick-frozen prepared dishes category, we adopt a multi-brand
strategy to feature our “Anjoy (
 )”, “Frozen-food Master (
 )”, “Anjoy
Xiaochu (
 )”, “Honghu Temptation (
 )” and “Liuwu (
 )” brands. Our
products primarily include prepared dishes such as crayfish, fried crispy strips,
shrimp paste, beef/lamb rolls, egg dumplings and pickled fish.
 In the quick-frozen flour and rice product category, our main products include
“Anjoy (
)” branded products such as shumai, steamed buns, Chinese pancakes
and brown sugar cakes.
We offer quick-frozen food products to our customers through our diversified product
portfolio, which seamlessly fits into various key consumption scenarios. For restaurants and
other catering businesses, especially those specialized in hot pot, malatang, barbecue and oden,
we supply them with quick-frozen foods through our sales network, helping them maintain
consistency in food quality and improve cooking efficiency. For households, we reach
individual customers through supermarkets, convenience stores, new retail and e-commerce
platforms, addressing household demand for quick and convenient cooking. These products
have strengthened our brand recognition and forged connections with end customers, driving
sustained growth for us and our distributors. In 2024, we had 39 products each generating
annual revenue exceeding RMB100 million, including four products exceeding RMB500
million, demonstrating our product development and commercialization capabilities.
BUSINESS
– 166 –


--- page 177 ---
The following table sets forth a breakdown of our revenue by product category in absolute
amount and as a percentage of our total revenue for the years indicated:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Quick-frozen flavored and
processed products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,296,764 52.0 7,002,194 50.1 7,793,218 51.9
Quick-frozen prepared dishes /H1118/H1118/H11183,015,913 24.9 3,916,311 28.0 4,335,641 28.8
Quick-frozen flour and rice
products. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,402,293 19.8 2,532,713 18.1 2,450,786 16.3
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118390,648 3.3 513,660 3.8 449,943 3.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,105,618 100.0 13,964,878 100.0 15,029,588 100.0
Note:
(1) Others primarily include sales of agricultural by-products, such as surimi, fishmeal and other fishery
by-products.
The following table sets forth a breakdown of our sales volume and average selling price
of our key products by category for the years indicated:
Y ear ended December 31,
2022 2023 2024
Volume
Average
selling
price (1) Volume
Average
selling
price (1) Volume
Average
selling
price (1)
(tons) (RMB in
thousands
per ton)
(tons) (RMB in
thousands
per ton)
(tons) (RMB in
thousands
per ton)
Quick-frozen flavored and
processed products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118450,592 14.0 500,755 14.0 568,235 13.7
Quick-frozen prepared dishes /H1118/H1118/H1118148,339 20.3 196,859 19.9 245,870 17.6
Quick-frozen flour and rice
products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118224,245 10.7 235,384 10.8 245,320 10.0
Note:
(1) Calculated by dividing the revenue generated from sales during a certain year by the sales volume in
that same year.
BUSINESS
– 167 –


--- page 178 ---
Our Main Products
Quick-Frozen Flavored and Processed Products
As our main product category, our quick-frozen flavored and processed products are
primarily made from aquatic products and meat. During the Track Record Period, we offered
over 150 types of quick-frozen flavored and processed products. These products are consumed
across various culinary scenarios primarily including hot pot, barbecue and malatang, and
generally have a shelf life of 12 months.
The following table sets forth the details of our representative product types in
quick-frozen flavored and processed product category as of December 31, 2024:
Product Product picture
Illustrative photo of
finished dish
Range of net weight per
individual package/unit
Fish tofu
(௡Ԍၵ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
120g-6,000g
Stuffed fish ball ( ̍ː௡ɬ) /H1118/H1118/H1118/H1118
 240g-6,000g
Fish roe bun
(̍) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
240g-2,500g
Crab-flavored stick
(ͷᖾЂ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
240g-1,000g
BUSINESS
– 168 –


--- page 179 ---
Product Product picture
Illustrative photo of
finished dish
Range of net weight per
individual package/unit
Stuffed meat ball
(ᅥ҇Ђɬ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
240g-6,000g
Roasted pork sausage
(˦ʆͩट໑) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
500g-4,000g
Chewy fish flavor plate
(Qؐ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
680g-2,500g
Crab steak
(ᖾբર) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
120g-2,500g
Pork meatball
(্ɬ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
150g-6,000g
BUSINESS
– 169 –


--- page 180 ---
Quick-Frozen Prepared Dishes
Our quick-frozen prepared dishes offer a variety of pre-processed and/or precooked and
flavored ingredients in our ready-to-heat and ready-to-cook packs. During the Track Record
Period, we offered over 230 types of quick-frozen prepared dishes. Our quick-frozen prepared
dishes are suitable for quickly and easily preparing dishes in various settings, including
restaurants, other catering businesses, and home cooking. Furthermore, our quick-frozen
prepared dishes provide customers with various flavors and choices, allowing for effortless
meal preparation even without cooking skills. These products generally have a shelf life of 12
to 24 months.
The following table sets forth the details of our representative product types in
quick-frozen prepared dishes category as of December 31, 2024:
Product Product picture
Illustrative photo of
finished dish
Range of weight per
individual package/unit
Crayfish tail ( ሃ҈) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 110g-12,500g
Seasoned crayfish ( ሜբሃ) /H1118/H1118/H1118/H1118
 400g-3,500g
Fried crispy strip
(ʃඍЂ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
200g-1,000g
Shrimp paste ( ሃ๞) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 150g-500g
BUSINESS
– 170 –


--- page 181 ---
Product Product picture
Illustrative photo of
finished dish
Range of weight per
individual package/unit
Beef roll ( ˬЂ՜) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 150-5,000g
Lamb roll ( ϺЂ՜) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 150-5,000g
Egg dumpling
(ஐჲ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
165g
Pickled fish ( აൄ௡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 410g-650g
Stuffed lotus root
(ᖷଷ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
800g
Sticky rice chicken in lotus leaf
(ᘭϷᕒ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
155g-930g
Qianye tofu
(ɷցԌၵ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
400g-2,500g
BUSINESS
– 171 –


--- page 182 ---
Quick-Frozen Flour and Rice Products
Our quick-frozen flour and rice products primarily focus on quick-frozen leavened
products such as steamed buns, brown sugar cakes and walnut buns. During the Track Record
Period, we offered over 120 types of quick-frozen flour and rice products. Our quick-frozen
flour and rice products meet a wide range of cooking needs while providing convenience and
versatility. Our product line caters to diverse consumption scenarios, being available through
breakfast restaurants and Chinese culinary restaurants, while also enabling customers to
effortlessly prepare staple foods in their home kitchens. The straightforward preparation
process makes them an ideal choice for customers seeking delicious and quality breakfast
during busy mornings. These products generally have a shelf life of 12 months.
The following table sets forth the details of our representative product types in
quick-frozen flour and rice product category as of December 31, 2024:
Product Product picture
Illustrative photo of
finished dish
Range of weight per
individual package/unit
Shumai ( ደ௥) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
 240g-2,500g
Steamed bun
(ᗷ᎘) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
240g-7,000g
Brown sugar cake
(ጟ೯ጞ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
400g-700g
Chinese pancake ( ˓Ҵჳ) /H1118/H1118/H1118/H1118/H1118
 400g-2,250g
BUSINESS
– 172 –


--- page 183 ---
Product Product picture
Illustrative photo of
finished dish
Range of weight per
individual package/unit
Steamed fried dumpling
(ႋ๦ჲ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
280g-1,000g
Chinese pie
(᎟ჳ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
298g-560g
Walnut bun
(̍) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
288g-360g
Osmanthus flavored rice cake
(ጞ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
300g
Category Leading Products
We have developed multiple product lines that demonstrate our market leadership across
various geographic regions and distribution channels. We maintain our competitive edge while
continually expanding our product portfolio to cater to end customers’ requirements. We
continuously expand our product portfolio and launch signature products, such as stuffed meat
balls, egg dumplings, shumai, fried crispy strips and shrimp paste, to meet the growing and
changing demand of our customers. In 2024, we had 39 products each generating annual
revenue of more than RMB100 million, including four products surpassing RMB500 million,
demonstrating our product development and commercialization capabilities.
BUSINESS
– 173 –


--- page 184 ---
We take into account customer preferences and needs to initiate our product development
and generally focus on expanding products which have achieved initial market acceptance. The
sustained growth of our strategic signature products has also driven the rapid growth of other
products, further supporting our overall revenue growth. For example, building upon our
signature sticky rice shumai, we expanded our product portfolio with purple rice shumai and
“three-treasure” shumai to serve different distribution channels and consumption scenarios. We
have also launched paper-thin wrapper shumai with various flavors, including black pepper
beef and pork with diced vegetables.
To successfully launch our products, we need to develop products excelling across
quality, price competitiveness, availability and channel acceptance, which is made possible
through multiple aspects:
 Our loyal and well-established distribution network enables rapid and effective
product launches across the country;
 Our nationwide production bases facilitate in-region sourcing and production,
optimizing product freshness, distribution efficiency and maintaining cost-
effectiveness through economies of scale;
 We maintain product quality with competitive prices and continue to innovate to
ensure customer satisfaction and keeping abreast with market trends;
 Our vertically integrated supply chain ensures a stable supply of key raw materials
and mitigates cost volatility;
 Our products are well accepted under the established equity of our “Anjoy” brand;
and
 Our digitalization further enhances operational efficiency and strengthens quality
control and food safety.
Case Study: The Lock-Fresh Product Line
The success of our Lock-Fresh product line demonstrates our ability to leverage market
insights and comprehensive capabilities to create a signature product line. Drawing on our
insights into customer preferences and needs, we introduced the Lock-Fresh product line in
2019. The Lock-Fresh product line was designed to meet the demand for hot pot ingredients
that balance nutrition, taste and freshness for home cooking.
BUSINESS
– 174 –


--- page 185 ---
Our production capabilities enabled the rapid scaling of our Lock-Fresh product line to
meet the growing market demand, while our multichannel sales network ensured the
accessibility of our Lock-Fresh product line, contributing significantly to the market
penetration of this product line. Meanwhile, our commitment to quality was reflected in the use
of preserving technologies, such as filling packs with nitrogen to maintain freshness, ensuring
that our products consistently meet customer expectations for quality. The brand equity of
“Anjoy” further solidified the market acceptance of our Lock-Fresh product line.
Since the introduction of the first Lock-Fresh product, we have developed over 20
Lock-Fresh products. The Lock-Fresh product line includes various offerings such as fish roe
bun, stuffed meat ball and fish tofu, focusing on offering consumers with protein. The success
of the Lock-Fresh product line has reinforced our leadership in the quick-frozen flavored and
processed food market and exemplified how strategic product launches can drive overall sales
growth. Our Lock-Fresh product line has generated over RMB1.0 billion in revenue in 2022
and maintaining strong momentum with 17.6% revenue growth from 2022 to 2023, followed
by a 18.9% growth in 2024 compared to 2023, while sustaining consistent and remarkable
profitability. We believe that our Lock-Fresh product line enhances our customer coverage and
increases our brand awareness among customers. The following graphic sets forth an
illustration of our Lock-Fresh products:
BUSINESS
– 175 –


--- page 186 ---
Case Study: Beef and Lamb Rolls
Our efforts in the beef and lamb roll series under the brand “Frozen-food Master”
illustrate our strategic approach to product development and the application of capabilities to
build market leadership in high-potential segments. Our products feature a high percentage of
pure beef and lamb free from additives such as thickening agent commonly used in beef or
lamb rolls. This strategic approach not only enhances the natural flavors and texture of beef and
lamb but also ensures a healthier option for consumers.
Our decision to enter into this segment was driven by identification of a clear demand for
quality ingredients, including beef and lamb free from additives, for various dining scenarios.
Meanwhile, the quick-frozen beef and lamb roll market remains in a high-growth phase. During
the Track Record Period, our revenue from beef and lamb roll grew steadily. In 2022, 2023 and
2024, such revenue amounted to RMB32.9 million, RMB70.6 million and RMB144.3 million,
respectively. The following graphics set forth an illustration of our beef and lamb roll products:
Beef rolls ( ˬЂ՜) Lamb rolls ( ϺЂ՜)
The rapid growth in the sales of beef and lamb roll products is driven by our integrated
business model enabling us to provide quality products at competitive prices. We enjoy the
benefit of significant operational efficiency offered by the established sales channels for our
quick-frozen food products, selling through traditional channels including wholesale markets
and supermarkets, as well as emerging channels such as new retail and e-commerce platforms.
We also maintain strong supply chain control from production base to the points of sale. By
leveraging our strengths in channel management, marketing and regional sales, we have
captured significant market share.
BUSINESS
– 176 –


--- page 187 ---
SALES NETWORK
We have built an extensive sales network that effectively sells our products and reaches
a diverse customer base across China. We have also expanded our sales network into overseas
markets. In 2022, 2023 and 2024, the revenue from sales via our overseas sales network
accounted for 0.9%, 0.9% and 1.1% of our total revenue of the respective period. The following
table sets forth a breakdown of our revenue by sales channel in absolute amount and as a
percentage of our total revenue for the years indicated:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Distributors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,757,738 80.6 11,318,764 81.1 12,311,205 81.9
Key accounts (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118973,499 8.0 843,010 6.0 822,481 5.5
Targeted enterprise customers (2) /H1118/H1118808,416 6.7 1,049,547 7.5 1,003,997 6.7
New retail and e-commerce
platforms (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118565,965 4.7 753,557 5.4 891,905 5.9
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,105,618 100.0 13,964,878 100.0 15,029,588 100.0
Notes:
(1) Key accounts primarily include national and regional supermarkets.
(2) Targeted enterprise customers primarily include chain catering companies, snack companies and other
corporate customers.
(3) New retail and e-commerce platforms primarily include retailers that adopt an online-offline integrated
approach, as well as self-operated stores on mainstream e-commerce platforms.
The following table sets forth a breakdown of our gross profit and gross profit margin by
sales channel for the years indicated:
Y ear ended December 31,
2022 2023 2024
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
(RMB in thousands, except for percentage)
Distributors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,886,449 19.3 2,376,602 21.0 2,673,322 21.7
Key accounts (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118402,975 41.4 360,343 42.7 314,229 38.2
Targeted enterprise customers (2) /H1118/H1118137,849 17.1 185,907 17.7 168,946 16.8
New retail and e-commerce
platforms (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133,255 23.5 234,305 31.1 251,785 28.2
Total/overall /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,560,528 21.2 3,157,157 22.6 3,408,282 22.7
Notes:
See notes to the table above for details.
BUSINESS
– 177 –


--- page 188 ---
The following table sets forth a breakdown of the sales volume and average selling price
by sales channel for the years indicated:
Y ear ended December 31,
2022 2023 2024
Sales
Volume
Average
Selling
Price
Sales
Volume
Average
Selling
Price
Sales
Volume
Average
Selling
Price
(ton)
(RMB in
thousands
per ton) (ton)
(RMB in
thousands
per ton) (ton)
(RMB in
thousands
per ton)
Distributors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118733,085 13.3 835,896 13.5 944,554 13.0
Key accounts (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,677 19.2 41,869 20.1 44,307 18.6
Targeted enterprise customers (2) /H1118 60,954 13.3 85,986 12.2 93,835 10.7
New retail and e-commerce
platforms (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,684 25.0 30,211 24.9 37,652 23.7
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118867,400 14.0 993,961 14.1 1,120,349 13.4
Notes:
See notes to the table above for details.
During the Track Record Period, the average selling price of products sold to key
accounts and new retail and e-commerce platforms were generally higher than that of products
sold through other sales channels, because we typically have to pay for product entrance fees
and/or bear promotional expenses for selling our products through these channels which affect
our pricing strategy. We typically do not incur such fees and expenses for our sales to
distributors or targeted enterprise customers.
BUSINESS
– 178 –


--- page 189 ---
The following table sets forth a breakdown of our revenue by geographical region of our
customers in absolute amount and as a percentage of our total revenue for the years indicated:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Mainland China
Eastern China (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,581,450 46.2 6,054,370 43.4 6,439,227 42.8
Northern China (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,602,037 13.2 2,094,253 15.0 2,203,197 14.7
Central China (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,506,901 12.4 1,780,900 12.8 1,910,003 12.7
Southern China (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,033,055 8.5 1,154,457 8.3 1,257,267 8.4
Northeastern China (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,028,958 8.5 1,203,889 8.6 1,288,564 8.6
Southwestern China (6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118672,471 5.6 815,091 5.8 931,958 6.2
Northwestern China (7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118572,597 4.7 733,763 5.2 831,962 5.5
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,997,469 99.1 13,836,723 99.1 14,862,178 98.9
Overseas markets (8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,149 0.9 128,155 0.9 167,410 1.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,105,618 100.0 13,964,878 100.0 15,029,588 100.0
Notes:
(1) Eastern China primarily includes Fujian Province, Anhui Province, Zhejiang Province, Jiangxi Province,
Shanghai, Shandong Province and Jiangsu Province.
(2) Northern China primarily includes Beijing, Tianjin, Hebei Province, Shanxi Province and Inner
Mongolia Autonomous Region.
(3) Central China primarily includes Henan Province, Hubei Province and Hunan Province.
(4) Southern China primarily includes Guangdong Province, Guangxi Zhuang Autonomous Region and
Hainan Province.
(5) Northeastern China primarily includes Heilongjiang Province, Jilin Province and Liaoning Province.
(6) Southwestern China primarily includes Chongqing, Sichuan Province, Guizhou Province, Y unnan
Province and Tibet Autonomous Region.
(7) Northwestern China primarily includes Shaanxi Province, Gansu Province, Qinghai Province, Xinjiang
Uygur Autonomous Region and Ningxia Hui Autonomous Region.
(8) Overseas markets primarily include Europe, the United Kingdom, and the United States.
BUSINESS
– 179 –


--- page 190 ---
The following table sets forth a breakdown of our gross profit and gross profit margin by
geographical region of our customers for the years indicated:
Y ear ended December 31,
2022 2023 2024
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
(RMB in thousands, except for percentage)
Mainland China
Eastern China (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,237,071 22.2 1,473,646 24.3 1,546,414 24.0
Northern China (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118366,711 22.9 489,908 23.4 532,091 24.2
Central China (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118292,143 19.4 365,068 20.5 413,317 21.6
Southern China (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118220,121 21.3 252,943 21.9 253,790 20.2
Northeastern China (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118214,827 20.9 268,283 22.3 299,366 23.2
Southwestern China (6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105,716 15.7 149,310 18.3 170,410 18.3
Northwestern China (7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106,146 18.5 146,572 20.0 172,649 20.8
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,542,735 21.2 3,145,730 22.7 3,388,037 22.8
Overseas markets (8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,793 16.5 11,427 8.9 20,245 12.1
Total/Overall /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,560,528 21.2 3,157,157 22.6 3,408,282 22.7
Notes:
See notes to the table above for details.
BUSINESS
– 180 –


--- page 191 ---
The following table sets forth a breakdown of the sales volume and average selling price
by geographical region for the years indicated:
Y ear ended December 31,
2022 2023 2024
Sales
Volume
Average
Selling
Price
Sales
Volume
Average
Selling
Price
Sales
Volume
Average
Selling
Price
(ton)
(RMB in
thousands
per ton) (ton)
(RMB in
thousands
per ton) (ton)
(RMB in
thousands
per ton)
Mainland China
Eastern China (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118408,406 13.7 438,568 13.8 487,391 13.2
Northern China (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118103,804 15.4 132,671 15.8 152,089 14.5
Central China (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113,446 13.3 140,706 12.7 159,507 12.0
Southern China (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111878,928 13.1 88,022 13.1 97,478 12.9
Northeastern China (5) /H1118/H1118/H1118/H1118/H1118/H1118/H111869,901 14.7 80,713 14.9 89,128 14.5
Southwestern China (6) /H1118/H1118/H1118/H1118/H1118/H1118/H111858,676 11.5 68,110 12.0 78,423 11.9
Northwestern China (7) /H1118/H1118/H1118/H1118/H1118/H1118/H111832,496 17.6 43,336 16.9 53,764 15.5
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118865,657 12.9 992,126 13.9 1,117,780 13.3
Overseas (8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,742 62.1 1,835 69.9 2,568 65.2
Total/Overall /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118867,400 14.0 993,961 14.1 1,120,349 13.4
Notes:
See notes to the table above for details.
Distributors
We primarily sell our products to distributors, who in turn distribute our products to
catering businesses, wholesale markets, supermarkets, e-commerce platforms and other points
of sale. We believe that distributors are critical to our business in terms of setting up our
downstream sales channels, maximizing the coverage of product distribution, driving the
growth of our results of operations and in line with industry norm, according to Frost &
Sullivan. Our distributors are our customers, and we maintain a buyer/seller relationship with
them. In 2022, 2023 and 2024, the revenue from sales to distributors amounted to RMB9,757.7
million, RMB11,318.8 million and RMB12,311.2 million, respectively, representing 80.6%,
81.1% and 81.9% of our total revenue for the same periods.
BUSINESS
– 181 –


--- page 192 ---
Our distribution network has penetrated deeply into the China market. As of
December 31, 2024, we cooperated with 2,017 distributors and had gradually expanded the
distribution network to overseas markets.
Distributor Selection
We have established comprehensive policies for the acquisition of new distributors. The
selection criteria for potential distributors encompass an evaluation of their experience in
quick-frozen food industry, channel resources, financial robustness, commitment and
entrepreneurial passion. Moreover, we underscore the importance of the distributors’ hardware
infrastructure, including refrigeration storage and cold chain transportation, to guarantee
extensive channel reach, depth of market penetration and food safety.
Distributor Management
We place great importance on the maintenance and daily management of our distribution
network. Our sales personnel regularly visit distributors, offer support and advice and discuss
their sales performance, to understand distributors’ business conditions and specific needs,
thereby enhancing our distributor management and maintaining good relationships with them.
As of December 31, 2024, our sales and marketing team had 4,080 personnel.
We enter into annual agreements with distributors to specify their designated sales
regions, channels and targets, and conduct regular assessments of our distributors based on
their sales performance by product category. Our distributors may use sub-distributors. We
generally do not enter into agreements or directly establish relationships with the sub-
distributors, and, consequently, we generally do not have past or present relationships with the
sub-distributors. We have no direct control over the sub-distributors. Any violation of our
policy by the retail outlets and sub-distributors would be deemed as a violation by the
distributors. According to Frost & Sullivan, it is an industry norm for companies in the China’s
quick-frozen food industry not to enter into agreements or directly establish relationships with
the sub-distributors. Although we do not have direct control over the sub-distributors, we
regularly support our distributors in overseeing sub-distributors. For example, we join our
distributors on visits to sub-distributors, provide product briefings and offer sample products
for promotional activities. Our assistance strengthens the distribution networks of our
distributors and boost their sales, which, in turn, increases their purchases from us.
We monitor market trends and promptly formulate appropriate marketing and
procurement plans in advance, which facilitates dynamic market management and ensures that
our products are neither in excess nor out of stock. We formulate and implement stringent
policies to prevent existing employees from working for or owning equity in any of our
distributors. If any of our former employees becomes an employee of our distributors, or holds
equity in our distributors, we require such relevant distributors to notify us. In addition, our
internal control policy ensures the equal treatment of our distributors. To the best knowledge
of our Directors, as of the Latest Practicable Date, all our distributors were Independent Third
Parties and none of our distributors were controlled by any of our employees during the Track
Record Period and up to the Latest Practicable Date. To the best knowledge of our Directors,
during the Track Record Period, none of our distributors had any business, employment, family
or financing relationships with any of our Directors, Supervisors, substantial Shareholders,
senior management and employees.
BUSINESS
– 182 –


--- page 193 ---
Distributor Empowerment
We support the development of our distributors through various measures, which we
believe can strengthen our partnership with distributors and drive mutual growth, including but
not limited to:
 Exploring Sales Channels . We assist distributors with developing downstream sales
channels by helping them establish connections with points of sale, creating a
comprehensive network. With our support, distributors have expanded into diverse
dining channels as well as emerging e-commerce platforms, including community
group buying, thereby broadening and deepening their reach.
 Digitalized Channel Management . To enhance the operational efficiency of our
distributors, we have implemented digitalized channel management. Considering
that distributors vary in management skills and data analysis skills, we introduced
the “Anjoy Home” CRM system, a digital mobile platform for distributors. This
system provides dynamic reports, making it easier for distributors to streamline
ordering processes and refine procurement strategies.
 Brand Advertising . We support distributors’ sales efforts with advertising of our
brands and products. Beyond outdoor advertisements and storefront arrangements,
we help distributors conduct online advertisement campaigns such as shooting and
posting short videos. This approach helps attract customer attention, creates brand
recognition and strengthens brand positioning.
 Order Fairs. We assist distributors with organizing order fairs for end customers to
enhance their interactions with end customers and provide a platform for their
business expansion. During these events, we introduce customized product
combinations tailored to regional consumption patterns and seasonal trends,
boosting sales and reinforcing cooperation with distributors.
Low Channel Stuffing Risk
We believe that our sales reflect the actual demand from end customers, thus minimizing
the risk of channel stuffing and inventory backlog within the distribution network, as (i) we
generally do not allow returns of products sold to distributors, except for limited reasons such
as defective products; (ii) the majority of our product categories generally have a shelf life of
12 months and quick-frozen food products require relatively high storage costs; (iii) we require
our distributors to report to us regularly on, and to maintain a reasonable level of, their
inventory and adjust our supply to them to prevent channel stuffing accordingly; and (iv) we
grant a short credit period to distributors and do not set minimum purchase requirements,
encouraging distributors to be more cautious in their ordering to align their purchases with
actual sales patterns and market demand. We believe such arrangements encourage distributors
to order products based on actual sales forecasts.
BUSINESS
– 183 –


--- page 194 ---
Number of Distributors and Movement
The following table sets forth the movement of the number of our distributors for the
years indicated:
Y ear ended December 31,
2022 2023 2024
Number of distributors at the beginning
of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,652 1,836 1,964
Number of newly added distributors for
the period (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118336 454 499
Number of terminated distributors for
the period (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(152) (326) (446)
Number of distributors at the end of 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/H11181,836 1,964 2,017
Notes:
(1) New distributors refer to distributors who entered into distribution agreements with us during a
particular period.
(2) Terminated distributors refer to distributors who ceased to have distribution relationships with us during
a particular period.
During the Track Record Period, we continually expanded our distribution network and
successfully developed a significant number of new distributors. In 2022, 2023 and 2024, we
had 336, 454 and 499 new distributors, respectively. In adhering to our distributor management
standards, in 2022, 2023 and 2024, we ceased collaborations with 152, 326 and 446
distributors, respectively, who did not conduct active transactions with us within a specified
time frame due to shifted business strategies, market exits or other reasons, did not strictly
follow our management policies for distributors or did not meet our expected sales
performance. During the Track Record Period and up to the Latest Practicable Date, we had no
material unresolved disputes with terminated distributors.
We empower our distributors to grow and gradually become industry leaders in their
respective regions. Among our 2,017 distributors as of December 31, 2024, we had
collaborated with 736 distributors for more than five years. The revenue from sales to these
distributors was RMB8.7 billion in 2024, representing over 70% of our total revenue from sales
to distributors in the same period. The average annual revenue generated per distributor was
RMB6.1 million in 2024, significantly higher than that of the leading industry players in China,
according to Frost & Sullivan.
BUSINESS
– 184 –


--- page 195 ---
Standard Terms With Distributors
We typically enter into standard distribution agreements, the nature of which is sales and
purchase agreements, with our distributors. Revenue is recognized when control of the
products is transferred, being the point at which the products are delivered and accepted by the
distributors. The salient terms of our standard distribution agreements during the Track Record
Period are set out below:
 Term. The agreement generally has a term of one year.
 Payment and credit terms . We generally provide a credit term of 30 days to a
majority of our distributors.
 Sales and performance target . We determine the incentive amount based on
distributors’ sales performance to encourage distributors to achieve or overachieve
annual sales targets and promote the sales of our new products.
 Logistics . We generally engage logistics companies to deliver our products to the
addresses designated by distributors.
 Transfer of risk . The risks transfer to the distributors after they confirm receipt of
our products.
 Product return . We generally do not allow product returns from distributors other
than for limited reasons such as defective products, which is in line with industry
norm, according to Frost & Sullivan.
 Termination . We generally have the right to terminate the agreement with
distributors who breach their distribution agreement.
We typically do not mandate any minimum purchase requirements for our distributors. In
addition, we do not dictate the selling prices for our distributors, allowing them to set prices
based on their own business judgment. See “— Coordination Between Sales Channels” for
details. We believe that our standard distribution agreements enable us to sufficiently
incentivize the distributors to actively market and sell our products and provide us with
sufficient control over the distribution network.
We did not rely on any single distributor or a small number of distributors during the
Track Record Period. See “— Our Customers.”
BUSINESS
– 185 –


--- page 196 ---
Key Accounts
Key accounts primarily include national and regional supermarkets, such as RT-Mart ( ɽ
ᆗ೯), Y onghui Superstores ( ͑ሾ൴̹), Walmart, Wumart (ߕيand Rainbow Department
Store (ࠀDuring the Track Record Period, revenue from sales to key accounts amounted
to RMB973.5 million, RMB843.0 million and RMB822.5 million in 2022, 2023 and 2024,
respectively, representing 8.0%, 6.0% and 5.5% of our total revenue for the same periods.
We focus on promoting our brand image through unified marketing activities with
supermarkets to carry out various product promotions. For example, by aligning with holiday
themes, we organize various in-store activities to boost sales through key accounts. In addition,
we also participate in live-streaming sales events organized by our key accounts, thereby
reinforcing our position in the online retail.
The sales approach to key accounts is categorized into two models. The first model
involves standard sales governed by sales contracts, pursuant to which key accounts make
separate purchase orders, and we deliver products in line with such purchase orders. We access
the sales records on the key accounts’ information system as a supplier, and verify against our
own shipment records and the key accounts’ receipt confirmations. We recognize revenue after
we delivered the goods to our key accounts based on the purchase orders and when both parties
reconciled accounts. The second model operates on a consignment basis. We deliver goods
according to the terms of the consignment contracts. Key accounts regularly provide sales
records of consigned goods to us. We recognize revenue after the goods were sold to end
consumers by our key accounts and when we have verified against the key accounts’ sales
records.
The following table sets forth the breakdown of sales to key accounts under standard sales
contracts and consignment contracts:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Revenue under standard
sales contracts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118912,550 93.7 800,188 94.9 789,015 95.9
Revenue under
consignment contracts /H1118/H111860,949 6.3 42,822 5.1 33,466 4.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118973,499 100.0 843,010 100.0 822,481 100.0
The salient terms of the agreements with our key accounts during the Track Record Period
are set out below:
 Term. The agreement generally has a term of one year and automatically renews
unless terminated by either party.
BUSINESS
– 186 –


--- page 197 ---
 Minimum purchase requirement . We generally do not set any minimum purchase
requirements.
 Payment . The payments are generally settled on monthly basis. We generally grant
a credit term of 15 to 60 days upon the invoice.
 Price policy . We generally sell our products at prices that have been agreed. The
pricing of our products takes into consideration the promotional expenses and
product entrance fees to be incurred.
 Logistics . We are generally responsible for delivering our products to locations
designated by the key accounts.
 Product return . We generally allow product returns that have not been sold to end
customers.
 Termination . Either party generally has the right to terminate the contract if the other
party breaches the contract and fails to rectify such breach within a reasonable
period of time.
Targeted Enterprise Customers
Our targeted enterprise customers primarily include chain catering companies, snack
companies and other corporate customers. During the Track Record Period, revenue from sales
to targeted enterprise customers increased from RMB808.4 million in 2022 to RMB1,049.5
million in 2023, and further increased to RMB1,004.0 million in 2024, representing 6.7%,
7.5% and 6.7% of our total revenue for the same periods.
Leveraging our diverse product portfolio, we have attracted customers from the catering
and other specialty channels. We have established long-term partnerships with renowned chain
catering companies, including Zhangliang Malatang, Bantianyao Grilled Fish, Xiabuxiabu,
Haidilao, Fish with Y ou. We customize products and solutions to meet the differentiated needs
of customers. For example, we offer customized products for a leading chain catering company
specialized in malatang. In 2024, the revenue from sales to this leading chain catering company
specialized in malatang was RMB137.4 million.
The salient terms of our standard agreements with targeted enterprise customers during
the Track Record Period are set out below:
 Duration . The agreement generally has a term of one year.
 Minimum purchase requirements . We generally do not set any minimum purchase
requirements.
BUSINESS
– 187 –


--- page 198 ---
 Pricing policy . We sell our products to targeted enterprise customers at prices agreed
in specific sales order.
 Payment . Both parties review the invoices and generally settle the payments on a
monthly basis.
 Logistics . We are generally responsible for arranging delivery of our products to
locations designated by targeted enterprise customers within the time frame
specified in the agreement after we receive the purchase order.
 Confidentiality. All confidential information provided by either party shall be used
solely for the purposes of fulfilling the obligations and enforcing the rights as set out
in the agreements and generally shall not be disclosed to any third party.
 Product return. We generally allow product returns that have not been sold to end
customers.
 Termination . Both parties have the right to terminate the contract if the other party
breaches the agreement.
New retail and E-commerce Platforms
We have been actively expanding our online multichannel development to adapt to
changing customer habits and industry trends. In 2022, 2023 and 2024, revenue from sales via
new retail and e-commerce platforms was RMB566.0 million, RMB753.6 million and
RMB891.9 million, respectively, representing 4.7%, 5.4% and 5.9% of our total revenue for the
same periods. We capture customer attention through targeted digital marketing tactics,
including social media campaigns on these platforms. We plan to further expand our business
on these platforms to offer differentiated products to customers and provide more targeted
product portfolio recommendations based on customer purchasing behavior, thereby increasing
customer traffic and driving sales.
New retail Platforms
We have been actively expanding our cooperation with new retail platforms, such as
Freshippo ( ଷ৵ᒻ͛), Dingdong ( ̝ղ൯ൄ), JD Supermarkets (൴̹) and Guoquan ( ᒢਸ਼)
since 2022. These new retail platforms typically offer both online and offline shopping
experiences for end customers, leveraging technologies to enhance convenience. These
platforms often incorporate e-commerce, mobile apps and data analytics to offer personalized
shopping experiences, online order placements and various delivery options, including home
delivery and in-store collection. New retail platforms primarily prioritize the sales of our
products suitable for individual customers such as Lock-Fresh products and certain quick-
frozen prepared dishes.
BUSINESS
– 188 –


--- page 199 ---
We collaborate with these platforms from time to time to customize our products, such as
unique packaging designs or platform-specific features, strengthening the partnerships and
tapping into their established customer bases, potentially increasing our market reach and sales
volume. For example, we jointly developed differentiated products with JD Supermarkets, such
as hot pot packs and breakfast packs, aligning with the shopping habits of end customers who
shop on its platform.
The salient terms of our standard agreements with new retail platforms during the Track
Record Period are set out below:
 Term. The agreement generally has a term of one year.
 Minimum purchase requirements . We generally do not set any minimum purchase
requirements.
 Pricing policy . We sell our products to new retail platforms at prices agreed in
specific sales order. The pricing of our products takes into consideration the
promotional expenses to be incurred.
 Payment. We generally deliver our products to new retail platforms before they
make payments. We generally grant certain credit terms to them.
 Logistics . We are generally responsible for arranging delivery of our products to
locations designated by the new retail platforms.
 Product return . We generally allow product returns that have not been sold to end
customers.
 Termination . Both parties have the right to terminate the contract if the other party
breaches the agreement and fails to rectify such breach within a reasonable period
of time.
E-Commerce Platforms
We have strengthened our cooperation with e-commerce platforms such as Tmall, JD.com
and Pinduoduo, and participated in important shopping festivals and promotional events. To
further our customer reach and offer a more flexible shopping experience, we have established
multiple online sales outlets, including our self-operated stores on Douyin and Kuaishou. We
are proactively exploring the online livestreaming sales and have established our live streaming
sales channel. For example, our sales personnel introduce our products and interact with our
end-customers through live stream sessions in our self-operated store on Douyin. We also
collaborate with popular social e-commerce platforms to extend our online customer reach by
leveraging their e-commerce features and traffic. Customers place orders by clicking the
embedded links in live-streaming or short promotional videos. We follow the general policies
of respective e-commerce platforms.
BUSINESS
– 189 –


--- page 200 ---
Coordination Between Sales Channels
We typically assess from a holistic perspective to manage our sales channels and optimize
our resource investments across multichannel network. We grant nationwide sales coverage to
national supermarket chains and online sales channels, including new retail and e-commerce
platforms and grant coverage over specific regions to regional local supermarket chains and
distributors. Any sales conducted outside designated geographic areas, or any cross-channel
sales among different sales channels and platforms without our prior consent, are considered
cannibalization. We have taken measures to address the risk of sales channel cannibalization,
primarily including distribution network management, penalty mechanism, product
differentiation and price control.
 Distribution Network Management . We monitor the sales activities of our
distributors to prevent unauthorized sales outside their designated regions or
channels. By allocating specific geographic regions and channels to our distributors,
we aim to minimize competition among them. The distribution agreements we enter
into with distributors typically specify the designated geographic regions and
channels, and generally prohibit the distributors from selling products outside these
designated regions and channels without our prior written consent. Our sales
personnel monitor and detect unauthorized sales outside of the designated regions
and sales channels through regular market engagements. We encourage our
distributors and end-customers in regions or sales channels affected by unauthorized
cross-region or cross-channel sales to report any such incident to assist our
distribution network management.
 Penalty Mechanism . We are entitled to terminate the distribution agreements with
distributors that repeatedly engage in severe cannibalization or cross channel or
cross region sales. During the Track Record Period, no distributor has engaged in
severe sales channel cannibalization and no penalties involving the termination of
distribution agreements have been imposed on any distributor.
 Product Differentiation . By clearly defining our product offerings in terms of
packaging and specifications, we enhance our sales channel management and
minimize the risk of cannibalization across sales channels, ensuring that each brand
and product portfolio thrives in its respective market.
 Price Guide . We manage cannibalization risk by guiding the market prices of our
products within the same sales channel and across different sales channels. For new
products and key products during the specific period of time, such as the Lock-Fresh
product line and roasted pork sausage in 2024, we set a minimum selling price and
require all customers to adhere to such price floor. Non-compliance with minimum
selling prices may result in suspended deliveries until resolved, and potential
termination if unaddressed. No distributors were terminated for this reason during
the Track Record Period. For other products, we provide a recommended selling
BUSINESS
– 190 –


--- page 201 ---
price but do not mandate strict adherence. This strategy maintains flexibility,
enabling pricing based on sound business judgment while discouraging price wars
that can lead to cannibalization.
During the Track Record Period, we did not identify any material instances of
cross-regional or cross-channel sales, underscoring the effectiveness of our approach to
minimize cannibalization across different sales channels and different geographic areas.
Pricing Policy
We determine the selling prices of our products based on a range of factors, such as the
product positioning, production cost, the level of competition, the sales channels and a fair
profit level for our distributors and direct sales customers in our sales network. We adopt a
pricing strategy of “high quality at moderate prices”, ensuring our products are of high quality
and competitive prices. Specifically, we ensure high quality and reliability by adhering to
rigorous raw material acceptance standards, which is evidenced by the extensive quality
certifications we hold such as ISO 22000, ISO 9001, ISO 14001, ISO 45001 and HACCP , the
accreditation of our R&D laboratory as a CNAS National Laboratory as well as our
participation in the formulation and revision of international and national standards. See “—
Research and Development — R&D Capabilities.” With these high-quality standards, our
products are competitively priced compared to the industry average, showcasing our pricing
strategy of “high quality at reasonable prices.” Our distributors and direct sales customers shall
not take any actions that may materially disrupt the prices of our products. See “— Sales
Network.”
According to our agreements with certain customers, retrospective volume rebates may be
provided once the quantity of products purchased during the period exceeds a threshold
specified in the contract. See “Financial Information — Material Accounting Policies,
Judgments and Estimates — Revenue Recognition — Revenue from Contracts with
Customers.”
OUR CUSTOMERS
Our customers primarily are distributors, key accounts, targeted enterprise companies,
new retail platforms and individual end customers. In 2022, 2023 and 2024, revenue from sales
to our top five customers in each year during the Track Record Period in aggregate accounted
for 8.0%, 6.4% and 6.3% of our total revenue, respectively, and revenue from sales to our
largest customer in each year during the Track Record Period accounted for 2.3%, 1.9% and
1.8% of our total revenue for the same periods. Our Directors are of the view that there is no
customer concentration risk as no revenue from sales to a single customer was more than 5%
of our total revenue in each year during the Track Record Period.
BUSINESS
– 191 –


--- page 202 ---
During the Track Record Period, all of our top five customers in each year during the
Track Record Period were Independent Third Parties of the Group. None of our Directors and
Supervisors, their close associates or any of our current Shareholders (who, to the knowledge
of our Directors, own more than 5% of our share capital) has any interest in any of our top five
customers in each year during the Track Record Period that is required to be disclosed under
the Listing Rules.
Third-Party Payment Arrangements
Background and Implications Relating to Third-Party Payment Arrangements
During the Track Record Period, certain of our customers (individually or collectively,
the “ Relevant Customer(s) ”) settled payments with us through accounts that do not belong to
the contractual parties under the corresponding sales and purchase agreements (the “ Third
Party Payment Arrangements ”). We typically required the Relevant Customers and their
designated third-party payors to provide us with written confirmation of delegation before
entering into Third-Party Payment Arrangements (the “ Written Delegation ”). During the
Track Record Period, all Relevant Customers entered into the Written Delegation under the
Third-Party Payment Arrangements, except for some Relevant Customers who settled their
payments through the accounts of the operators in the case of sole proprietorships. According
to the Written Delegation, the designated third-party payors are authorized by the Relevant
Customers to settle payments with us and the Relevant Customers shall bear the liabilities of
any economic dispute caused by the Third Party Payment Arrangements. In 2022, 2023 and
2024, the aggregate amount settled with the Relevant Customers under the Third-Party
Payment Arrangements, except for those settled through the accounts of the operators (or their
spouses) in the case of sole proprietorships, was RMB814.9 million, RMB946.0 million and
RMB172.5 million, respectively, representing 6.7%, 6.8% and 1.1% of the total revenue for the
same periods. The aggregate amount settled with all Relevant Customers under the Third-Party
Payment Arrangements was RMB4,640.2 million, RMB4,867.6 million and RMB2,491.7
million, respectively, representing 38.3%, 34.9% and 16.6% of the total revenue for the same
periods. The Relevant Customers settled their payments through bank transfer. No single
Relevant Customer made material contribution to our revenue in any year during the Track
Record Period.
The Relevant Customers during the Track Record Period were distributors primarily in
the form of sole proprietorships, representing approximately 90% of the total number of
Relevant Customers in each year during the Track Record Period. The Relevant Customers also
included limited liability companies (owned by either individuals or legal entities) and, in very
limited cases, partnerships.
We had ceased all Third-Party Payment Arrangements by the end of November, 2024, and
did not have any Third-Party Payment Arrangements subsequent to November 2024 and up to
the Latest Practicable Date, except through the accounts of the operators in the case of sole
proprietorships. We allow our customers who are the operators of sole proprietorships to settle
payment with us through their personal accounts, considering that, as advised by our PRC
BUSINESS
– 192 –


--- page 203 ---
Legal Advisor, according to the Civil Code of the PRC and other relevant PRC laws and
regulations relating to sole proprietorships, individuals may register as a sole proprietorship to
engage in industrial and commercial operations in the PRC, and the operators of the sole
proprietorships are liable for the contractual payment obligations arising from the business
activities of the sole proprietorships, regardless of whether they are one of the contractual
parties. For sole proprietorships that continue to have Third-Party Payment Arrangements as of
the date of this prospectus, we require third-party payors, namely the operators of the sole
proprietorships, to (i) sign the sales and purchase agreements using legal tech platforms such
as Fadada (ɽɽ), which mandates facial recognition of the sole proprietorships’ operator
prior to signing to verify the individuals’ identities and ensure that the individuals who are
signing are indeed the authorized operators of the sole proprietorships, or, (ii) to a lesser extent,
sign their names on the sales and purchase agreements side by side with their sole
proprietorships’ business seals on an ongoing basis. We expect that these methods help us
ensure proper authorization and compliance in the process. Revenue from sole proprietorships
that continue to have Third-Party Payment Arrangements as of the date of this prospectus was
RMB2,319.2 million in 2024, accounting for 15.4% of our total revenue for the same year.
Based on the representations of the Relevant Customers and to the best knowledge of our
Directors, the Relevant Customers mainly utilized Third-Party Payment Arrangements either
because they preferred using their affiliated persons’ accounts for convenience, or because they
would like to avoid the cumbersomeness of corporate accounts and maintain operational
flexibility. To the best of our knowledge, the designated third-party payors primarily consisted
of persons affiliated with the Relevant Customers, such as controlling shareholders, family
members or employees of the Relevant Customers. According to the Frost & Sullivan, it is a
common commercial practice for companies in the quick-frozen food industry in China. As a
fast-growing component of the consumer sector in China, companies in the quick-frozen
industry in China usually have a wide variety of customers, which include individual
customers, sole proprietorships, small-sized entities and large companies. The operation of
account systems and the financial management practices vary significantly among these
customers. Consequently, companies in the quick-frozen industry frequently adopt third-party
payment arrangements to accommodate the diverse financial circumstances of their customers,
thereby maintaining operational efficiency.
During the Track Record Period, we did not initiate any Third-Party Payment
Arrangements, and the Third-Party Payment Arrangements were arranged based on the
Relevant Customers’ requests. We did not provide any discount, commission, rebate or other
benefits to any of the Relevant Customers or the designated third-party payors to facilitate or
incentivize the Third-Party Payment Arrangements.
In order to ensure the Third-Party Payment Arrangements are for bona fide transactions,
our finance staff were only allowed to accept payments from designated third-party payors of
the Relevant Customers and our operational staff were only allowed to ship our products to the
Relevant Customers on the condition that our finance staff confirm that the funds were received
from designated third-party payors. Furthermore, we communicated with our customers to
understand the nature of their businesses, business models and ownerships. To the best of our
BUSINESS
– 193 –


--- page 204 ---
knowledge, during the Track Record Period, the relevant payments were based on bona fide
underlying transactions and valid contractual relationships. The pricing and payment terms we
provided to the Relevant Customers were in line with those provided to customers not involved
in the Third-Party Payment Arrangements. During the Track Record Period, we have duly
booked all payments received under the Third-party Payment Arrangement according to our
internal accounting policies and tax related laws and regulations. During the Track Record
Period, to the best knowledge of our Directors, all Relevant Customers and the designated
third-party payors who settled payments under the Third-Party Payment Arrangements were
Independent Third Parties. Our Directors are of the view that the foregoing measures to ensure
payments under bona fide underlying transactions and valid contractual relationships with
customers are sufficient and can substantially mitigate the risk we face. In light of the above
and based on the independent due diligence conducted by the Joint Sponsors, nothing has come
to the attention of the Joint Sponsors which would reasonably cause them to disagree with the
Directors’ view above.
To the best of our knowledge, we were not the subject of any investigations, enquiries,
penalties or surcharges as a result of our involvement in the Third-Party Payment Arrangements
during the Track Record Period and up to the Latest Practicable Date. In addition, we had not
encountered any refund requests, actual or pending disputes or disagreements due to
Third-Party Payment Arrangements or any material claims against us in relation to the
Third-Party Payment Arrangements during the Track Record Period and up to the Latest
Practicable Date. During the Track Record Period and up to the Latest Practicable Date, we
were not aware of any money laundering issues, fabricated transactions, violation of tax laws
or other illegal activities under the Third-party Payment Arrangement.
As advised by our PRC Legal Advisor, (i) (a) the content of such Written Delegation
signed by both the Relevant Customers and the relevant third-party payors is legal and valid,
and it has legal binding force on the relevant third-party payors, and, therefore, our Group has
the right to receive the payments made by the third-party payors based on such executed
Written Delegation, and (b) the risks were low for our Group to be found obligated to return
funds to such Relevant Customers or their designated third-party payors under the Third-Party
Payment Arrangements; (ii) the Third-Party Payment Arrangements during the Track Record
Period do not contravene the mandatory provisions of the Civil Code of the PRC or other
relevant applicable PRC laws and regulations currently in effect; (iii) the likelihood that we
would be imposed any administrative penalties for being deemed as violating relevant PRC
laws and regulations related to tax evasion in connection with aforementioned Third-Party
Payment Arrangements is remote; and (iv) the risk of the Third-Party Payment Arrangements
being deemed as constituting the crime of money laundering under Article 191 of the Criminal
Law of the PRC (‘) for the purpose of disguising or concealing the
source and nature of proceeds or gains is low.
BUSINESS
– 194 –


--- page 205 ---
Enhanced Internal Control Measures and Cessation of Third-party Payment Arrangements
During the Track Record Period, we implemented internal control measures to monitor
and manage the Third-Party Payment Arrangements. We required the Relevant Customers to
communicate with us the relevant information, including, among others, the reasons for the
Third-Party Payment Arrangements and the identity of the involved third-party payors. We
required the Relevant Customers to provide us with the Written Delegation, which specifies
that the designated third-party payors are authorized by the Relevant Customers to settle
payments with us and that the Relevant Customers shall bear the liabilities of any economic
dispute caused by the Third Party Payment Arrangements.
To prevent the recurrence of, and mitigate the potential risks from, the Third-Party
Payment Arrangements, we have implemented enhanced internal control measures, including,
among others:
(i) we started to implement Third-Party Payment Arrangements rectification measures
and informed our employees of the enhanced internal control measures;
(ii) we amended our standard forms of sales and purchase agreements, pursuant to which
we only allow payments either (a) directly from the accounts of the customers; or
(b) through the accounts of the operators in the case of sole proprietorships;
(iii) we updated invoice management in our financial management manual to further
clarify the requirements for managing third-party payments. We require our finance
personnel to reject any fund transfer or return any funds received, as the case may
be, unless the funds come from the accounts of the customers or the accounts of the
operators in the case of sole proprietorships; and
(iv) we have internal guidelines in place regarding anti-money laundering, which require
our employees to exercise reasonable due diligence with respect to all trading
parties, including their business nature, business models and ownerships and
proposed transactions, to identify potential risks of anti-money laundering.
We started to implement the above amended standard forms of sales and purchase
agreements since March 2024 and the updated finance management manual since January
2025. Our Directors are of the view that the foregoing internal control measures are sufficient
and can substantially mitigate the risk we face. In light of the above and based on the
independent due diligence conducted by the Joint Sponsors, nothing has come to the attention
of the Joint Sponsors which would reasonably cause them to disagree with the Directors view
above on the adequacy and effectiveness of the internal control measures.
BUSINESS
– 195 –


--- page 206 ---
Our Directors consider that the rectification of the Third-Party Payment Arrangements did
not have, nor will have, any material adverse effect on the Group, taking into account its
relationship with its customers, liquidity, business operation and financial performance, as (i)
substantially all of the Relevant Customers cooperated with our rectification process and no
customers terminated their relationships with us as a result of the rectification of the
Third-party Payment Arrangement or our enhanced internal control measures; (ii) the
rectification of Third-Party Payment Arrangements did not affect the payment settlement
arrangement from our Relevant Customers to us; and (iii) we continued to generate positive net
cash from our operating activities before and after the rectification of Third-party Payment
Arrangements.
BRANDING AND MARKETING
We have strong brand-building and marketing capabilities. Our brand-building and
marketing efforts during the Track Record Period were comprehensive, responsive, practical
and effective. Through the efforts of a professional and experienced marketing team, we have
achieved both brand awareness and sales success. Our selling and distribution expenses
amounted to RMB873.0 million, RMB925.8 million and RMB986.2 million, accounting for
7.2%, 6.6% and 6.6% of our revenue in 2022, 2023 and 2024, respectively. The proportion of
our selling and distribution expenses to revenue was much lower than the industry average
during the same periods, according to Frost & Sullivan, demonstrating the high efficiency of
our brand-building and marketing efforts.
Brand Value and Culture
Our brand maintains a “high quality at moderate prices” market positioning, reflecting
our brand philosophy that famous brands can serve the mass market. The brand name
“ANJOY” was derived from “ENJOY ,” signifying an attitude towards enjoying delicious food
and life. Our trademark features a Chinese red fan design with green as the main color scheme,
reflecting our brand image of being “green, healthy and safe.” The brand design uses “green
plaid” as a visual element to showcase a homey, warm, and harmonious brand image. We
maintain consistent visual style across our office environment, employee uniforms, product
packaging and promotional materials, and extend the green-color theme to various sub-brands.
For example, “Frozen-food Master” uses dark green, strengthening the integrity of the brand
series and maintaining unified recognition of the brand family. Through more than two decades
of development, Anjoy has established a distinctive brand image. We adhere to the business
philosophy of “food for the people” (“˂”) and aim to deliver health and joy by
making delicious food simple for all, focusing on customer needs and remaining dedicated to
providing quality quick-frozen food products.
BUSINESS
– 196 –


--- page 207 ---
Brand Building
Visual marketing is one of our most effective brand building approaches. Based on
industry characteristics, development stages, channel strategies and target audience features,
we have constructed a unique, systematic visual marketing communication system and created
proprietary visual symbols. In addition, following the recent development of short-video
platforms, we upgraded our marketing strategy by combining static visual elements and
dynamic short video promotion. In channel development, we adopt an advertising coverage
strategy that encompasses both modern retail formats and traditional markets, combining
product displays at points of sale with outdoor advertising. We increase customer-facing
promotional activities, including advertisements on supermarket exterior walls, store signage,
bus bodies and street signs, constantly enhancing brand awareness.
Meanwhile, we have established a comprehensive marketing system covering multiple
communication channels, enhancing brand attraction among young consumers. Additionally,
we empower distributors to adapt to the short-video trend by upgrading promotion from
traditional static visual displays like pictures and posters to dynamic video content for mobile
internet. This mutually beneficial approach enhances our brand image while accelerating
market promotion of our products through distributors.
Marketing Activities
To strengthen brand awareness, we have launched various marketing initiatives:
In 2022, based on our “parallel development across three product categories” strategy, we
focused on incubating a signature product in each category. Through precise market positioning
and efficient resource investments, we successfully launched products through product
presentations, point-of-sale displays, deep cooperation with sales channels, and themed
activities. Combined with precise, comprehensive market promotion, we successfully achieved
annual revenue exceeding RMB100 million for our fried crispy strip product and approached
a similar milestone for our pickled fish product in 2022, while cultivating new products such
as roasted pork sausage and stuffed rice cake.
In 2023, leveraging the Zibo barbecue phenomenon, where Zibo street barbecue became
a nationwide sensation, we actively adapted to market developments and deeply developed the
barbecue consumption scenario. We increased the promotion of meatballs and other products
suitable for barbecue scenario across all regions and channels, which led to increased market
penetration and significant growth in our meatball product sales. This helped increase our
related product sales and solidify our leading position in the quick-frozen prepared dishes
market.
BUSINESS
– 197 –


--- page 208 ---
In 2024, we focused on products such as roasted pork sausage, deploying sausage grills
at tourist attractions, children’s amusement parks, and other leisure venues. We also capitalized
on the development opportunities in the retail market during nighttime by deploying or
upgrading “Anjoy Sausage” food stalls in night markets, pedestrian streets, and other areas to
achieve both brand awareness and sales success. Simultaneously, we continued to promote
distributors’ digital upgrades through empowering them to adapt to the online economy and
establishing a nationwide private social media-based marketing network to help distributors
expand in new sales channels. The following graphics illustrate the sausage grills, “Anjoy
Sausage” food stalls and the outdoor and indoor advertisements we deploy during marketing
activities:
PRODUCTION
Our value chain operations are underpinned by our production capacity. By procuring
selected raw materials and adhering to standardized production processes with stringent quality
control measures, we are dedicated to offering various quick-frozen food products to
customers.
Production Process
We constantly refine our production process and advance the development of techniques
that preserve the freshness and flavor of our products and cater to customer preferences. Our
production process is highly standardized and streamlined. Our production bases are equipped
with advanced machinery and equipment, promoting intelligent production.
BUSINESS
– 198 –


--- page 209 ---
The following flowchart sets forth the key steps of our production process:
SteamingRaw material
inspection Pre-processing Weighing
Cooling Frying/Boiling PortioningQuick freezing
Packaging Foreign material
detection Boxing Shipping
Our Production Bases
As of December 31, 2024, we operated 12 domestic production bases and one overseas
production base. Our production bases are strategically located to address regional sales
demand, allowing us to effectively improve procurement and logistics efficiency, optimize
production and inventory management, and respond quickly to the needs of local customers.
The following map illustrates the network of our domestic production bases as of
December 31, 2024:
Nationwide Production Bases
Sichuan Anjoy
 Henan Anjoy
 Shandong Anjoy
 Liaoning Anjoy
Honghu Anjoy
 Hubei Xinhongye
 Taizhou Anjoy
 Wuxi Huashun
Hubei New Liuwu
 Hubei Anjoy
 Guangdong Anjoy
 Xiamen Anjoy
BUSINESS
– 199 –


--- page 210 ---
The following table sets forth the details of our production bases:
Y ear ended December 31,
Time to
Commence
Production Production Category 2022 2023 2024
Designed
capacity (1)
Actual
Production (2)
Utilization
Rate (%) (3)
Designed
capacity (1)
Actual
production (2)
Utilization
Rate (%) (3)
Designed
capacity (1)
Actual
production (2)
Utilization
Rate (%) (3)
(tons, except for percentage)
Wuxi Huashun /H1118/H1118/H1118/H1118January 2006 Quick-frozen flour and rice
products and quick-frozen
flavored and processed
products
146,288 154,959 105.9 150,214 151,170 100.6 146,326 155,648 106.4
Taizhou Anjoy /H1118/H1118/H1118/H1118April 2013 Quick-frozen foods 159,251 134,856 84.7 163,593 139,772 85.4 152,013 144,978 95.4
Liaoning Anjoy /H1118/H1118/H1118/H1118November 2015 Quick-frozen foods 111,866 110,693 99.0 119,546 129,423 108.3 122,613 129,759 105.8
Henan Anjoy /H1118/H1118/H1118/H1118/H1118February 2020 Quick-frozen foods 110,377 107,119 97.0 131,295 142,092 108.2 136,684 148,509 108.7
Xiamen Anjoy /H1118/H1118/H1118/H1118January 2005 Quick-frozen foods 118,909 95,552 80.4 115,729 89,243 77.1 103,874 79,892 76.9
Sichuan Anjoy /H1118/H1118/H1118/H1118December 2018 Quick-frozen foods 101,658 90,007 88.5 104,285 96,560 92.6 102,042 106,566 104.4
Hubei Xinhongye /H1118/H1118/H1118August 2021 Quick-frozen prepared dishes
and others
(4)
102,960 81,835 79.5 107,445 74,600 69.4 107,445 84,157 78.3
Hubei Anjoy /H1118/H1118/H1118/H1118/H1118July 2021 Quick-frozen foods 57,813 70,462 121.9 84,112 76,354 90.8 93,486 83,762 89.6
Hubei New Liuwu /H1118/H1118September 2022 Quick-frozen prepared dishes
and others (4)
34,047 24,398 71.7 81,000 56,696 70.0 81,000 78,039 96.3
Guangdong Anjoy /H1118/H1118April 2023 Quick-frozen foods N/A N/A N/A 25,506 30,141 118.2 56,678 54,016 95.3
Shandong Anjoy /H1118/H1118/H1118March, 2024 Quick-frozen flavored and
processed products and
quick-frozen prepared
dishes
N/A N/A N/A N/A N/A N/A 28,135 36,065 128.2
Honghu Anjoy /H1118/H1118/H1118/H1118September 2024 Quick-frozen foods N/A N/A N/A N/A N/A N/A 5,666 2,204 38.9
Production base in
United Kingdom /H1118/H1118
September 2021 Quick-frozen flour and rice
products and quick-frozen
flavored and processed
products
774 774 100.0 945 945 100.0 1,173 1,173 100.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 943,943 870,655 92.2 1,083,670 986,996 91.1 1,137,135 1,104,768 97.2
BUSINESS
– 200 –


--- page 211 ---
Notes:
(1) The designed capacity for the year is calculated based on the following assumptions: (i) all production
lines function at full capacity; (ii) our production facilities operate 250 days per year; and (iii) our
production facilities operate eight hours per day.
(2) The actual production during the year is the total volume of the products produced during that year.
(3) The utilization rate during the year equals the actual production volume divided by the designed
production capacity during the same year. The utilization rate in certain years for our certain production
bases exceeded 100.0%, primarily because our relevant production facilities operated more than one
shift (eight hours) per day in response to the increased demand in the relevant years.
(4) Others primarily include agricultural by-products, such as surimi, fishmeal and other fishery
by-products.
In addition to the 12 domestic production bases, as of December 31, 2024, we operated
one overseas production base in the United Kingdom that primarily produced dumplings and
other food products, which were mainly sold to the European markets, such as the United
Kingdom, Netherlands, Italy and France, among others.
Our production model is sales-driven, utilizing our Business Intelligence System to
capture and analyze production data from previous years of operations. Leveraging big data,
we formulate production plans that are both responsive and strategic. Our operations
department, on a monthly basis, synthesizes historical data, market feedback and information
on promotional activities to draft a production plan for the upcoming month. In line with this
plan, our information system automatically generates a list of raw materials that we need and
we procure such raw materials based on market demand, pricing trends and planned usage
accordingly. We plan our production based on predictions of customer orders. Prior to peak
consumption times, such as the Chinese New Y ear, our production capacity allows us to
accommodate the anticipated surge in demand.
The following table sets forth a breakdown of our production capacity and utilization rate
by our product category for the years indicated:
Y ear ended December 31,
2022 2023 2024
Designed
capacity (1)
Actual
production (2)
Utilization
rate (%) (3)
Designed
capacity (1)
Actual
production (2)
Utilization
rate (%) (3)
Designed
capacity (1)
Actual
production (2)
Utilization
rate (%) (3)
(tons, except for percentage)
Quick-frozen flavored and processed
products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118520,185 453,918 87.3 607,547 511,479 84.2 634,156 567,433 89.5
Quick-frozen prepared dishes /H1118/H1118/H1118/H1118141,106 125,896 89.2 143,761 163,056 113.4 163,089 184,369 113.0
Quick-frozen
rice and flour products /H1118/H1118/H1118/H1118/H1118/H1118199,635 217,617 109.0 209,197 229,476 109.7 218,725 246,331 112.6
Others (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883,017 73,224 88.2 123,165 82,985 67.4 121,165 106,635 88.0
Total/overall (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118943,943 870,655 92.2 1,083,670 986,996 91.1 1,137,135 1,104,768 97.2
BUSINESS
– 201 –


--- page 212 ---
Notes:
(1) The designed capacity for the year is calculated based on the following assumptions: (i) all production lines
function at full capacity; (ii) our production facilities operate 250 days per year; and (iii) our production
facilities operate eight hours per day.
(2) The actual production during the year is the total volume of the products produced during that year.
(3) The utilization rate during the year equals the actual production volume divided by the designed production
capacity during the same year. The utilization rate of certain years for our quick-frozen prepared dishes and
quick-frozen rice and flour products exceeded 100.0%, primarily because our relevant production facilities
operated more than one shift (eight hours) per day in response to the increased demand in the relevant years.
(4) Others primarily include agricultural by-products, such as surimi, fishmeal and other fishery by-products. The
utilization rate of others decreased from 88.2% in 2022 to 67.4% in 2023 after the designed capacity of others
increased as a result of the expansion of our Hubei New Liuwu production base. The utilization rate of others
subsequently increased to 88.0% in 2024, in line with our business growth.
(5) Some of our products can be further used in our production process.
Production Expansion Plan
China’s quick-frozen food industry is experiencing rapid growth. The market size of the
quick-frozen food industry in China in terms of revenue is expected to grow at a CAGR of
9.4% from 2024 to 2029. In particular, the market size of the quick-frozen prepared dishes
market in China in terms of revenue is expected to grow at a CAGR of 17.6% from 2023 to
2028. The average utilization rate of our production facilities was higher than 91% in each year
during the Track Record Period. In order to facilitate our sustainable business development in
this growing market, we plan to gradually expand our production capacity according to market
demand. We plan to fund our production expansion plans primarily with the proceeds from our
business operations and our proprietary funds. The table below sets forth the details of our
major production expansion plans:
Production Base Product Category
Newly
Expanded
Designed
Annual
Production
Capacity
Estimated
Y ear of
Completion
Estimated
Investment
Status as of the
Latest Practicable
Date
(’000 tons)
(RMB in
millions)
Henan production base (III) /H1118/H1118Quick-frozen food
products
140.0 2028 730.0 Under construction
Taizhou production base (III) /H1118Quick-frozen food
products
100.0 2028 520.0 Under construction
Sichuan production base (III) /H1118Quick-frozen prepared
dishes
100.0 2028 700.0 Under construction
Xiamen production base /H1118/H1118/H1118/H1118Quick-frozen food
products
140.0 2029 1,000.0 Under construction
BUSINESS
– 202 –


--- page 213 ---
Contract Manufacture
To better meet market demand and ensure adequate supplies for our diversified product
portfolio, we cooperate with reliable contract manufacturers to produce supplies, the
production of which generally necessitates abundant supply of fresh local raw materials and
extensive manual handling, such as shrimp paste and stuffed lotus roots.
We maintain rigorous standards for selecting contract manufacturers, taking into account
various factors, including their qualifications, management systems, production facilities and
hygiene standards. We have a robust contract manufacturer product quality management
system. Our quality control and procurement departments work in tandem to effectively
oversee our contract manufacturers, guaranteeing that the products they supply conform to our
quality criteria. Before commencing collaboration with contract manufacturers, we undertake
a comprehensive evaluation of their business licenses, permits, production licenses, external
product inspection reports, management system certifications, product certifications and other
relevant documentation.
During the Track Record Period, we did not rely on any single contract manufacturer and
maintained good relationships with our contract manufacturers. We engage contract
manufacturers based on our demands and their production capabilities. In addition, we require
contract manufacturers to adhere to our internal guidelines and policies, as well as relevant
national standards, throughout the procurement of raw materials and all critical production
processes involved in the manufacturing of our products.
The table below sets forth a breakdown of the production volume by producer during the
Track Record Period:
Y ear Ended December 31,
2022 2023 2024
Production
volume %
Production
volume %
Production
volume %
(Tons, except for percentage)
Internal production (1) /H1118/H1118/H1118/H1118/H1118870,656 95.0 986,996 93.8 1,104,768 93.4
Contract manufacturer
production /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,342 5.0 64,721 6.2 77,512 6.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118915,998 100.0 1,051,716 100.0 1,182,280 100.0
Note:
(1) Some of our products produced can be further used in our production process.
BUSINESS
– 203 –


--- page 214 ---
Contract manufacturers will remain a supplementary approach to cater to, for example,
short-term demand spikes or product requirements from specific designated areas when
feasible. The salient terms of the standard agreements with our contract manufacturers during
the Track Record Period are set forth below:
 Term. The term of the agreements is generally one year and renewed automatically.
 Payment . We are generally granted a credit term of 15 days after receipt of invoice.
 Delivery . Contract manufacturers are responsible for delivery of products to the
addresses designated by us. We bear the delivery fees. Contract manufacturers shall
guarantee the cold chain logistics for delivery and temperature control over products
in transit.
 Inspection and Warranty . We are entitled to inspect the production bases or facilities
and supervise the production by the contract manufacturers. Contract manufacturers
warrant that all products must meet our specifications in all material respects.
 Breach . Contract manufacturers are responsible for any product quality and food
safety issues.
 Confidentiality. All confidential information provided by either party shall be used
solely for the purposes of fulfilling the obligations and enforcing the rights as set out
in the agreements and generally shall not be disclosed to any third party.
RESEARCH AND DEVELOPMENT
We believe that R&D of products and production technology is crucial to our success and
sustainable growth. We adhere to a “market orientation and technology innovation” approach,
focusing on meeting customers’ demands for quality quick-frozen food products at competitive
prices. Our market insights and R&D capabilities enable us to continually launch new products,
upgrade our product portfolio, create more signature products, ensure product quality and cost
efficiency, and meet evolving consumer demand and industry trends.
R&D Capabilities
Our R&D activities are anchored by our Xiamen and Wuxi R&D centers and
complemented by R&D departments at our production bases across the country, forming a
nationwide layout of R&D capabilities. Our R&D center has been recognized as a National
Enterprise Technology Center (ॴΆุҦஔʕː), making it the first and, as of
December 31, 2024, the only R&D center in the quick-frozen surimi product industry to receive
this recognition. We have also established key laboratories, including the Ministry of
Agriculture and Rural Affairs’ Key Laboratory for Frozen Prepared Aquatic Products
Processing (܃the National R&D Sub-center for
Frozen Prepared Aquatic Products Processing Technology (೯
BUSINESS
– 204 –


--- page 215 ---
ʱʕː), the National R&D Sub-center for Surimi and Surimi Products Processing Technology
(೯ʱʕː), the Marine Nutritional Food Deep Processing
Technology R&D Centre (೯ʕː) and the Key Laboratory
Platform for Frozen and Processed Aquatic Products Processing in Fujian Province (и
̨̻). Our R&D laboratory in the Xiamen R&D
Center is accredited as a CNAS National Laboratory by China National Accreditation Service
for Conformity Assessment. Each R&D department at our production bases is equipped with
technical teams and laboratories, forming multi-dimensional business capabilities in product
development, fundamental research, industrial applications and testing verification. As of
December 31, 2024, our R&D team comprised 508 dedicated employees. As of the Latest
Practicable Date, we had 419 patents in China. We are committed to leading industry
development through technological innovation and strong technical capabilities.
We have built industry-academia-research partnerships with renowned food science and
engineering universities and research institutions, including Jiangnan University, to jointly
advance innovation in quick-frozen food technology. These collaborations have significantly
enhanced our ability to develop new products and improve production processes. We have
successively led a sub-project under the “12th Five-Y ear Plan” Science and Technology
Support Program, three sub-projects under the “13th Five-Y ear Plan” and the “14th Five-Y ear
Plan” National Key R&D Program’s special project, a “14th Five-Y ear Plan” National Key
R&D Program’s key special project on food production and agricultural product logistics
technology support, all promulgated by the Ministry of Science and Technology, and more than
10 other national level R&D projects. With these experiences and resources, we maintain a
strong capacity for technological innovation. Our robust R&D and technological expertise
enable us to develop a diverse portfolio of products while ensuring consistent quality and taste
throughout our entire product portfolio.
The following graphics illustrate our R&D laboratories:
We have consistently invested in R&D. In 2022, 2023 and 2024, our research and
development expenses were RMB93.3 million, RMB94.5 million and RMB97.2 million,
respectively.
Technology and Production Capabilities
Our technology and production capabilities support our efforts to continually launch
competitive products.
BUSINESS
– 205 –


--- page 216 ---
For example, our innovations in surimi production technology have streamlined the
production process while enhancing both protein retention and raw materials utilization. We
are also committed to enhancing production technologies. In 2023, we achieved three major
innovations in the production technology for our frozen surimi-based products:
 We adopted a dynamic rinsing method combined with a pre-dehydration process,
replacing the conventional time-consuming static rinsing process. This efficiently
removes impurities from the surimi and avoids dehydration of the materials.
 We developed a rinsing water reuse technology and applied it to different stages of
fish rinsing, achieving an approximately 30% reduction in wastewater output from
the processing of surimi.
 We were the first in the industry to implement a dual fine-filtration processing
model for frozen surimi. By adopting this model, we significantly enhance the
overall yield and quality of the surimi.
Our in-house produced high-grade frozen surimi is distinguished by its minimal
impurities, preserved protein content and notable whiteness. In 2023, we displayed our locally
produced frozen surimi at an international industry event, where it attracted extensive acclaim
from industry participants.
By leveraging our comprehensive understanding of food safety, cooking and industrial
production, we have successfully developed a suite of technologies that enhance our
production capabilities. Our major technologies also include quick-freezing methods, which
allow us to preserve the fresh flavors and authentic taste of the food.
Product R&D
Our approach to product R&D is guided by a philosophy of “launching products that are
popular among business customers and continuously upgrading products catering to individual
customers’ need,” and our sales planning is driven by market trends. When developing
products, we follow our strategy of “one generation in the market, one in development and one
in reserve.”
Benefiting from our extensive experience in the food industry, we have gained a deep
understanding of consumer demand which drives our product development to align with market
trends and cater to consumer preferences. The process for developing and launching a new
product begins with gathering ideas from various sources, such as corporate strategy, market
feedback and distributor information. We then conduct comprehensive market research that
encompasses various stakeholders throughout the value chain, such as catering businesses,
wholesale markets, supermarkets, new retail and e-commerce platforms and individual
consumers, to assess competition and potential growth. Following this research, we identify
and cultivate potential pipeline products that have a competitive edge regarding the supply and
cost of raw materials. Additionally, we collect feedback from our distributors and other
BUSINESS
– 206 –


--- page 217 ---
customers on product suggestions, regional tastes, product demands and pricing considerations.
Small and medium-scale trials are conducted to refine the product’s formulation and production
feasibility. The products are launched into the market only after the trials have proved
successful based on the positive feedback from distributors and direct sales customers. After
product launch, we continuously conduct product surveys and gather feedback from
distributors and direct sales customers to upgrade our products.
Responding to increasing consumer demand for health and nutrition, we continue to
develop advanced production processes and formulations to produce healthier and more
nutritious products, thereby enhancing product quality.
Through thorough research and product planning, combined with our deep production
technology expertise, we are able to efficiently launch new products or upgrade existing ones
to quickly respond to market demand. We have benefited from our product R&D capabilities.
Our roasted pork sausage, developed in 2024, won first place in its category in the 2024 China
New Ingredients (Media) Awards (2024ҿ(ద᜗)). Through R&D and upgrades, we
have overcome a series of innovative packaging challenges to launch our signature Lock-Fresh
product line that maintains freshness and offers convenience.
Unique “R&D With Regional Insights” Strategy Maximizing Regional Advantages
We adopt an “R&D with regional insights” strategy, setting up R&D departments at our
production bases to align with the unique consumer demand for products of each region and
create offerings that are attuned to local preferences. Upon receiving a positive market
response, we then consider expanding these products nationwide. This approach ensures that
our new products can be launched in bulk, driving our continual growth. For example, we have
successfully launched regionally tailored products such as roe-stuffed fried fish balls in South
China and tender fish balls in Central China. These products, carefully designed to incorporate
local culinary preferences, garnered significant market acceptance and customer appreciation
upon their introduction.
DIGITALIZATION
We value our information technology infrastructure and have digitalized our core
operations to enhance operational efficiency across all our business activities, including supply
chain and production management, distributor management and business intelligence as well
as management. As a result of digitalizing various aspects of our business processes, we have
gained heightened operational efficiency, reduced our operational costs and improved our
customer experience. Our information technology (“ IT”) team is responsible for developing
and maintaining IT systems in line with our business expansion. 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.
BUSINESS
– 207 –


--- page 218 ---
Digitalized Supply Chain Management
We strictly regulate the management and control of the warehousing, storage, delivery,
distribution and other processes of goods through the digital logistics system to reduce losses
and avoid food safety risks. Our comprehensive IT system, which underpins our entire
business, coupled with our digital data analysis capabilities, allows us to effectively harness the
vast quantities of operational and sales data at our disposal.
We utilize the SRM system to support business transactions and communications between
us and our suppliers, including placing orders, managing inventories and measuring supplier
performance. We also utilize the WMS to manage, control and monitor our warehouse
operations. Primary functions of the WMS include identifying inventory records, shipment
details, stock locations and warehouse capacity. We also integrate the WMS with other systems
such as enterprise resource planning (“ ERP”) and SRM to streamline information flows and
increase productivity. Meanwhile, we have the TMS in place to optimize the planning,
execution and tracking of our products throughout the supply chain.
Digitalized Production Management
We utilize the manufacturing execution system (“ MES”) to support our production
process. The system enables real-time monitoring of the production process by recording the
progress of each production line and transmitting production-related data, including volume,
time and labor, to a centralized database. The system is able to monitor production loading and
capacity, order scheduling and production planning. In addition, this system boosts production
efficiency at our production facilities, through quality management, energy management, and
environmental and waste management. Data collected from our production process feeds into
our ERP system for further consolidation, analysis and reporting.
Our self-developed EDI system integrates with ERP , programmable logic controller
(“PLC”), electronic weighing and other systems to create a digital production and operations
platform for our production bases. Our PLC empowers the production through automatic
control. We have established an EDI system with Supervisory Control and Data Acquisition
(“SCADA ”) that serves as the intermediary data processing layer and have facilitated the
digitalization and transition to paperless operations for certain segments of the production
process. In 2022, the EDI system with SCADA rolled out across our Company, capable of
producing over 90 different types of electronic reports, which was estimated to save
approximately one million sheets of paper used annually for reports.
The EDI system facilitates the flow of production-related information, enables precise
documentation throughout the production process and substantially eases the operations for our
staff. Concurrently, the system equips management with clear, visual reports, enabling prompt
insights into production metrics and data, thereby underpinning stringent quality control of our
products.
BUSINESS
– 208 –


--- page 219 ---
Digitalized Distributor Management
Since the implementation of our CRM system in 2018, we have enhanced our ability to
manage orders from distributors effectively. The CRM system allows for customer ordering,
receivables management, new product display, product promotions, logistics tracking and data
analysis, which centralize the customer information management and optimize our sales
process. The CRM system provides a variety of scenarios and solution services, including
electronic signing of contracts, statements of account and expense letters, as well as the
transmission of product quality inspection reports. The CRM system encompasses a prompt
response mechanism that addresses inquiries, schedules appointments, handles complaints and
gathers post-service reviews, ensuring that our engagement with distributors is both proactive
and responsive. This approach not only improves our operational efficiency but also
strengthens our relationships with distributors by providing them with timely and attentive
service. In addition, leveraging advanced encryption technologies and security safeguards, we
have implemented stringent measures to ensure the security and privacy of customer data and
to prevent data breaches and unauthorized access. We offer our distributors a digital sales
platform for supply chain management, Fastsell ( Ҟቖஷ), which assists them with connecting
with downstream business partners and securing orders promptly.
Digitalized Business Intelligence
We have adopted a series of business management information systems, such as our
financial management system, collaborative work system, business data analysis system and
training management system, with the aim of ensuring our operational efficiency. For example,
we utilize ERP system to retrieve and analyze our operational data to support decision-making
and increase productivity and profitability. The ERP system covers various aspects of our
operations, including production, financial accounting, forecast and planning, purchasing,
order management, enterprise performance management and human capital management. We
also adopt the Business Intelligence system, which is able to effectively integrate our existing
business data to quickly and accurately provide reports and decision-making insights, and
facilitate informed operational decisions.
In addition, we introduced our KA-Link system in 2022 to provide an efficient data
processing solution for our key accounts, ensuring timely and accurate integration with their
systems. Our KA-Link system enables automatic integration of orders, sales, and acceptance
data with major key accounts. It allows us to better serve different key accounts.
OUR SUPPLIERS
Our suppliers primarily consist of raw materials suppliers for meat, surimi, crayfish and
fresh fish, flour, vegetable and condiments, as well as contract manufacturers. We maintain
stable relationships with our suppliers to ensure the stability of material supplies and delivery.
BUSINESS
– 209 –


--- page 220 ---
Raw Materials Procurement
We make procurement decisions based on historical sales performance and predicted
customer demand. Meanwhile, our procurement team purchases raw materials by leveraging
their deep knowledge of regional resources. The pricing of raw materials is primarily
determined based on the competitive negotiation between our suppliers and us. We engage in
price discussions with our suppliers regularly. We leverage our economies of scale to reduce
procurement cost of raw materials, achieving price competitiveness.
To secure a stable supply of key raw materials and enhance our competitive edge in the
quick-frozen prepared dishes market, we have strategically acquired upstream businesses and
partnerships. This includes the establishment of a production base in Honghu, Hubei, which
prioritizes the development of aquatic prepared dishes and further strengthens our advantages
in quick-frozen prepared dishes. In addition, through acquisitions, we bolstered our supply of
surimi, one of the primary raw materials of our products, and increased our production capacity
and process efficiency in surimi and aquatic prepared dishes, such as quick-frozen flavored
crayfish.
During the Track Record Period, we primarily sourced raw materials from Mainland
China and our purchases of raw materials from countries and regions other than Mainland
China were less than 7.0% of our total purchase amount of raw materials during the Track
Record Period. As a result, the rising geopolitical tensions and the tariffs imposed by the U.S.
and the PRC have limited impact on our procurement, and therefore do not adversely impact
our operations and financial performance.
The prices of our raw materials may fluctuate with market conditions attributed to various
factors, such as supply and demand and our bargaining power. We do not engage in hedging
activities related to the risk in connection with the price of our raw materials and may face
price fluctuations. We collaborate with multiple suppliers to reduce the risks of raw material
shortage. See “Risk Factors — Risks Relating to Our Industry and Business — Failure to
procure raw materials that are consistent with our requirements or standards in a timely
manner, or at all, may materially and adversely affect our business, financial condition and
results of operations.” During the Track Record Period, the procurement price of our raw
materials remained relatively stable. For example, the procurement price of surimi, one of the
major raw materials, remained relatively stable at RMB12.8 thousand per ton, RMB12.7
thousand per ton and RMB13.7 thousand per ton in 2022, 2023 and 2024, respectively; the
procurement price of meat, including chicken, which is also a major raw material, remained
relatively stable at RMB8.5 thousand per ton, RMB7.7 thousand per ton and RMB7.1 thousand
per ton in 2022, 2023 and 2024, respectively.
Supplier Selection and Management
We have established a series of policies, including the “Supplier Quality Assessment and
Control System” and the “Procurement Control Procedures,” which set out our management
requirements for suppliers, such as potential supplier evaluation and admission, supplier
BUSINESS
– 210 –


--- page 221 ---
identification and auditing, supplier assessment and supplier screening. We conduct
assessments on suppliers in terms of raw material quality, management standardization,
logistics and distribution capabilities and financial management abilities.
Supplier Selection
Potential suppliers are required to provide us with their business licenses, basic company
information and qualifications. Potential suppliers are also required to provide product samples
for our testing and assessment. We also conduct site visits to our suppliers’ production bases
or operational premises. Selected suppliers are then admitted into our list of qualified
suppliers. We generally consider corporate social responsibility factors during the supplier
admission process and prioritize suppliers who have passed Quality System Certification ISO
9001, Food Safety Management System Certification ISO 22000, the Environmental System
Certification and the Occupational Health Management Certification.
Supplier Management
We implement dynamic supplier management, conducting comprehensive annual
performance assessments of suppliers’ supply capacities, product quality and financial
condition. We require suppliers who fail to satisfy our assessment to take measures to solve
relevant issues or terminate the cooperation if necessary. In addition, we quantify and prioritize
supplier risks by considering factors such as the previous year’s raw material costs, the
inherent hazards of the raw materials and the frequency of incidents. For suppliers that pose
a higher risk for high-volume and quality-sensitive products, we allocate staff at the suppliers’
facilities or conduct on-site inspections, ensuring that the most concerning vulnerability is
addressed, quality standards are consistently met and any issues are promptly addressed. We
keep abreast of industry trends and dynamically adjust our procurement in accordance with
national standards and risk detection requirements.
Salient Terms With Suppliers
The salient terms of our standard supply agreements during the Track Record Period are
set out below:
 Specification . We provide the specification, price, quality and quantity of the raw
materials in the supply agreements upon negotiation with suppliers.
 Payment . We typically are required to settle the payment between 30 and 60 days
upon the receipt of invoice.
 Logistics . Our suppliers are generally responsible for arranging delivery of our raw
materials to locations designated by us.
 Return arrangements . We are entitled to return the products if the raw materials are
defective, and the suppliers are responsible for any fees incurred by the return.
BUSINESS
–2 1 1–


--- page 222 ---
Major Suppliers
Our suppliers primarily consist of raw material suppliers and contract manufacturers. In
2022, 2023 and 2024, purchases from our top five suppliers in each year during the Track
Record Period in aggregate accounted for 12.0%, 11.3% and 12.3% of our total purchases,
respectively, and purchases from our largest supplier in each year during the Track Record
Period accounted for 4.6%, 3.9% and 3.7% of our total purchases for the same periods. Our
Directors are of the view that there is no supplier concentration risk as no purchase from a
single supplier was more than 5% of our total purchases in each year during the Track Record
Period.
During the Track Record Period, all of our top five suppliers in each year during the Track
Record Period were Independent Third Parties of the Group. None of our Directors and
Supervisors, their close associates or any of our current Shareholders (who, to the knowledge
of our Directors, own more than 5% of our share capital) have any interest in any of our top
five suppliers in each year during the Track Record Period that is required to be disclosed under
the Listing Rules.
OVERLAPPING OF OUR CUSTOMERS AND SUPPLIERS
Among our top five suppliers in each of 2022, 2023 and 2024, five were our customers.
These customer-suppliers primarily purchase agricultural by-products produced by us, mainly
freshwater surimi, for their production. Our aggregate sales to these overlapping customer-
suppliers amounted to RMB20.3 million, RMB28.4 million and RMB24.2 million in 2022,
2023 and 2024, accounting for 0.2%, 0.2% and 0.2% of our total sales in the same periods,
respectively. In the meantime, these customer-suppliers primarily supply food products and
ingredients to us, primarily shrimp paste and seawater surimi. According to Frost & Sullivan,
considering the comparative advantages of food ingredients from different production regions,
it is not uncommon for a company in the quick-frozen food industry to buy and sell different
types of food ingredients or products from/to the same supplier-customer. The purchases from
these overlapping customer-suppliers of the respective year in aggregate amounted to
RMB522.7 million, RMB745.6 million and RMB794.0 million in 2022, 2023 and 2024,
accounting for 6.3%, 7.9% and 8.6% of our total procurement in the same periods, respectively.
Negotiations of the terms of our sales to and purchases from these customer-suppliers
were conducted on an individual basis, and the sales and purchases were not inter-conditional
with each other. For each of the overlapping customer-suppliers, the key terms of our sales of
products to such customers and our purchases of products from such suppliers are in line with
those of our other customers and suppliers. Save as disclosed above, to the best of our
knowledge, none of our five largest suppliers during each year of the Track Record Period was
a customer of us. None of our five largest customers during each year of the Track Record
Period was a supplier of us.
BUSINESS
– 212 –


--- page 223 ---
LOGISTICS, W AREHOUSING AND INVENTORY MANAGEMENT
Logistics and Warehousing
As of December 31, 2024, we had engaged 44 logistics providers. They are responsible
for delivering food products and raw materials to our distributors, direct sales customers or
warehouses. During the Track Record Period, our logistics costs were RMB241.7 million,
RMB266.4 million and RMB241.0 million, representing 2.5%, 2.5% and 2.1% of our total cost
of sales, which is significantly lower than the industry average, according to Frost & Sullivan.
Our warehouses located at our 12 production bases in China provide storage facilities at
appropriate temperatures with storage conditions in accordance with our requirements. We
have formulated stringent requirements for the storage of food products and raw materials at
our warehouses, including those with respect to product unloading, recording, shelving,
labeling and sanitary and hygiene requirements.
Temperature, hygiene and physical storage of products are among the key aspects of our
logistics quality control. To protect and prolong products’ integrity, we have implemented cold
chain logistics for delivery. We require that the temperature control over products in transit be
maintained below certain temperatures according to national food safety standards. We set and
implement stringent safety policies and quality control measures during the transportation of
food products and raw materials to ensure timely delivery and maintain the quality and
freshness of our products and raw materials. Pursuant to the agreements we entered into with
these logistics providers, we require that vehicles used for us be thoroughly cleaned, sanitized
and equipped with intelligent sensors. In addition, we have established a digitization system for
our warehousing and logistics management, which offer different solutions tailored to the
unique needs and is capable of monitoring and tracing our products. This digital integration
also ensures the efficient management and monitoring of our inventory and the speedy and
precise delivery to our customers. Through the digitalized system, we are able to monitor the
temperature and humidity of each batch of raw materials and products in transit.
Inventory
Our inventories primarily consist of finished goods, raw materials and goods in transit.
Our inventory levels are determined by our sales and production plans. We stock up on certain
raw materials based on production needs and seasonal fluctuations. During the Track Record
Period, we did not experience any material shortage or obsoleteness of inventory. See “Risk
Factors — Risks Relating to Our Industry and Business — If we fail to effectively manage our
inventory, our business, financial condition and results of operations may be materially and
adversely affected.”
We focus on optimizing our inventory management, and we have developed and
implemented a stringent inventory management system. Different categories, specifications
and values of inventory are stored separately according to technical storage requirements,
preventing any potential mixing.
BUSINESS
– 213 –


--- page 224 ---
FOOD SAFETY AND QUALITY CONTROL
We strive to promote regulated and healthy industry growth alongside with our business
growth. During the Track Record Period, we participated in the formulation and revision of
three international standards and 19 national standards. For example, we participated in the
establishment of global and national standards for frozen surimi and industry standards for
quick-frozen food terminology in China. In 2021, as the initiator and primary drafting entity,
we collaborated with national research institutes to establish international standards for frozen
surimi, highlighting our significant position in the upstream supply chain.
We enforce a range of national food safety standards and have an in-house food safety
management system to regulate the safety and quality of our products. We have designated food
safety quality control personnel, responsible for testing raw materials, in-process products,
finished products and the production environment, maintaining and upgrading quality control
systems and ensuring production compliance.
Raw Material Quality Control
To maintain the quality of our raw materials, we have instituted a supplier selection,
assessment and elimination system and have compiled a qualified supplier list. Our selections
and evaluations of suppliers are comprehensive, taking into consideration aspects such as
product quality, production capacity, working conditions and supply chain management
proficiency. We also conduct site visits to our suppliers periodically. We only purchase raw
materials from suppliers on the qualified supplier list. In addition, we also introduced a
supplier relationship management system to regulate the management of suppliers. We also
require that all raw materials and product ingredient labeling by our suppliers comply with
national regulatory requirements.
We adhere to stringent standard operating procedures for the admission of raw materials.
All raw materials received at our production facilities undergo inspection, and only those that
comply with national standards and our internal procurement criteria are approved for use. If
any raw materials fall short of the stipulated standards in the procurement agreements, we have
the right to return the products.
Production Process Quality Control
We adhere to food safety laws and regulations and enforce stringent quality control
measures throughout the entire production process, including the inspection of raw materials,
pre-treatment, processing, product inspection and packaging. Our production bases have
obtained certificates, including ISO 22000, ISO 9001, ISO 14001, ISO 45001, HACCP and
accreditation by China National Accreditation Service for Conformity Assessment.
BUSINESS
– 214 –


--- page 225 ---
Our production facilities are designed in compliance with relevant guidelines, and all
plants and equipment undergo regular cleaning and maintenance by appointed staff who adhere
to our standards. All production staff are required to complete relevant technical training prior
to commencing their duties. Our EDI system can realize real-time production process recording
and can ascertain the flow of our processes to reduce quality deviations caused by human error.
We continue to pay attention to product and environmental hygiene and carry out sampling
inspections of process products and final products at a high frequency. In addition, we have
implemented a comprehensive risk contingency plan to address any food safety incidents that
may arise during the production process.
We have been taking continual measures to provide more accurate and reliable food safety
test results. We utilize precision measurement equipment to help enhance the level of food
safety testing. We also regularly verify the testing methods and analyze the impact of
procedural steps and experimental environments on the test outcomes.
Logistics and Storage Quality Control
We leverage the services of third-party logistics service providers to deliver our products
while also implementing stringent quality control requirements to ensure the promptness and
quality of delivery. We have comprehensively strengthened logistics cold chain management
and control. Before loading, vehicles are pre-cooled according to the temperature required by
national food safety standards. Each vehicle is equipped with a temperature sensor to monitor
the vehicle temperature throughout the process, and we are able to track the real-time location
of the vehicles.
We maintain our warehouses in clean, well-ventilated and organized conditions. Our
storage facilities are typically equipped to accommodate room temperature, cool temperature
and freezing temperature conditions, with the temperature and humidity levels being monitored
in real time to align with the specific storage requirements of our products.
AFTER-SALES SERVICE
We maintain a committed customer service team to guarantee prompt replies to our
customers’ enquiries, which we believe improves customer confidence in our products. We
attach high importance to our consumer service team’s understanding of food additives, the
carryover principle and product formulation to ensure accurate responses to consumer
inquiries. We employ multiple feedback channels such as customer service hotlines and online
support. Our customer service team documents all queries, feedback and complaints, along
with the outcomes of any subsequent investigations or resolutions. When handling customer
complaints, we pledge to engage and coordinate with customers promptly and to initiate quality
investigation procedures when required. For complaints related to food quality, we conduct
traceability analysis based on product batch numbers and sales regions to determine the
authenticity of the complaints. Upon investigating customer complaints that stem from raw
material suppliers or other third parties, we promptly request that these parties address and
BUSINESS
– 215 –


--- page 226 ---
rectify the issues. Subsequently, we convey our responses and/or solutions to the customers
who raised the complaints. We implement strict review processes over external
communications to ensure that all disclosed information complies with food safety regulations
and industry standards.
Product Return and Recalls
According to the distribution agreements, distributors are generally not allowed to return
our products after receipt unless due to limited reasons such as defective products, in which
case we will be responsible for the costs incurred from product return. According to our
agreements with key accounts, targeted enterprise customers and new retail platforms, we
generally allow product returns that have not been sold to end customers. In 2022, 2023 and
2024, the amount of product returns was RMB14.5 million, RMB21.2 million and RMB28.6
million, respectively, representing 0.1%, 0.2% and 0.2% of our total revenue in the respective
period. We implement full traceability management and develop traceability and recall control
procedures. We have also formulated product recall procedures to ensure compliance with food
safety requirements under relevant laws and regulations.
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. See “Risk factors — Risks Relating
to Our Industry and Business — Any failure to offer quality after-sales services may materially
and adversely affect our business, financial condition and results of operations.”
COMPETITION
China’s quick-frozen food industry is competitive and fragmented, with the top five
players holding a combined market share of 15.0% in terms of revenue in 2023. We compete
with a broad range of competitors, particularly in sectors of quick-frozen flavored and
processed products, quick-frozen prepared dishes and quick-frozen flour and rice products.
In 2024, we ranked first in both China’s quick-frozen flavored and processed food market
and quick-frozen prepared dishes market, and fourth in the quick-frozen flour and rice product
market in terms of revenue. Leveraging our continuously broadening product portfolio
highlighted by nationwide signature products, a comprehensive sales network with deep
multichannel coverage, and excellent digitalization capabilities that boost operational
efficiency, we believe we are well-prepared to excel in industry competition and remain at the
forefront of the quick-frozen food industry. See “Industry Overview.”
BUSINESS
– 216 –


--- page 227 ---
INTELLECTUAL PROPERTY
Our intellectual property rights primarily consist of trademarks, copyrights, patents and
domain names. As of the Latest Practicable Date, we had 360 registered trademarks, 17
software copyrights, four copyrights of works, 419 patents and nine domain names in China,
among which 41 trademarks, 51 patents, 12 copyrights and six domain names were material to
our business. For details about IPs that are material to our business, see “Appendix IV —
Statutory and General Information — Further Information About Our Business — Intellectual
Property Rights.” In particular, trademarks of our brands and products help differentiate us in
the quick-frozen food market. Patents of our production facilities and techniques as well as
copyrights of our information technologies ensure our competitive advantage in R&D,
production and quality control. We also protect our intellectual property rights through a series
of confidentiality agreements or provisions with our key employees, suppliers, outsourcing
partners and other business partners. We undertake a proactive approach to managing our
intellectual property portfolio. We actively take actions when we are aware of a potential
infringement of our intellectual property rights.
During the Track Record Period and up to the Latest Practicable Date, we had not
experienced material threatened or pending disputes relating to the infringement (i) by us of
any intellectual property rights owned by third parties, or (ii) by any third parties of any
intellectual property rights owned by us.
DATA SECURITY
We process customers’ personal information in our daily operations, but only to the extent
necessary for the sale and delivery of our products and services in conformity with the relevant
laws and regulations. Sales and delivery of products through e-commerce platforms involve
certain customer privacy information, such as personal information, contact information and
user addresses. Based on the privacy protection rules of the corresponding e-commerce
platforms, we can only obtain limited information about customers through the store operation
system, and our use of such information is solely for the purpose of providing products or
services to the customers. We also sell our products through self-owned online stores, under
which circumstances we have access to customers’ network identity information, addresses and
encrypted contact information through the store operation system on the corresponding
e-commerce platform. Such information is used for account registration and product delivery
purposes. We present our privacy policy to customers before processing their personal
information. The policy states that we will follow the principles of legality, legitimacy, and
necessity in collecting and processing personal information and ensure we have a legitimate
reason for doing so. We will only store personal information for as long as necessary for the
purposes stated in the privacy policy (unless mandatory storage is required by PRC laws and
regulations) and will anonymize or delete personal information at the end of the storage period.
We highly value the protection of the privacy and personal information of our customers,
and also treat and process customers’ personal information with high prudence. We have
institutional and technical safeguards to ensure information security. Our “Anjoy Home” CRM
BUSINESS
– 217 –


--- page 228 ---
system operates on Level II Information Security Protection and had obtained the Registration
Certificate for Graded Protection of Information System Security. In addition, with database
audits, high-strength firewalls and security reinforcement provided by established security
vendors, we regularly organize tests and perform security scans on our systems. We have also
provided employees with training on information security regulations to ensure the safety of
relevant business information. As advised by our PRC Legal Advisor, during the Track Record
Period and up to the Latest Practicable Date, we complied with applicable PRC laws and
regulations with respect to data security and personal data protection in all material respects.
During the Track Record Period and up to the Latest Practicable Date, we have not experienced
any major IT system failures or data and network security incidents, nor any material data
breaches, losses or unauthorized use of consumers’ personal information.
PROPERTIES
Our corporate headquarters is located in Xiamen, Fujian Province, China. As of the Latest
Practicable Date, we had 82 owned properties in China and leased 42 properties in 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 Prospectus 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 the Latest Practicable Date, we owned 33 parcels of land with an aggregate area of
1,905,322.68 sq.m, and 82 buildings with an aggregate gross floor area of approximately
1,422,380.62 sq.m. in China, which were used primarily for warehousing, production and
office purposes. As of the Latest Practicable Date, two buildings we owned, with an aggregate
gross floor area of 36,385.04 sq.m., were under construction. During the Track Record Period
and up to the Latest Practicable Date, we timely obtained and completed the necessary fire
safety inspection approvals, fire safety filings and all other required licenses and regulatory
approvals for all our properties and production lines, with the exception of two buildings where
we began operations prior to completing the fire safety filings. We have subsequently
completed the fire safety filings for these two buildings as of the date of this Prospectus. Our
failure to complete the fire safety filings before commencing operations of the two buildings
was because (i) our employees in charge of handling the procedures had an insufficient
understanding of the relevant processes and regulatory requirements; and (ii) during the period
when we were handling the procedures, there was a change in the relevant government
personnel, which affected the timeliness of communication regarding the procedures. The two
buildings commenced operation in 2023 and 2024, respectively, and the aggregate production
volume of the two buildings in 2023 and 2024 represented less than 1.0% of our total
production volume in the respective years.
BUSINESS
– 218 –


--- page 229 ---
Leased Properties
As of the Latest Practicable Date, we leased 42 properties with an aggregate gross floor
area of 47,871.10 sq.m. for purposes of our production and offices in China. As of the same
date, we had also leased five properties with an aggregate gross floor area of 2,675 sq.m. for
purposes of our production and offices outside of China. As of the Latest Practicable Date, we
had certain non-compliant incidents involving our leased properties in China, mainly regarding
the absence of valid title certificate, inconsistency with the permitted usage and the
non-registration of lease agreements.
Absence of V alid Title Certificate
As of the Latest Practicable Date, the lessors of four properties used as offices with an
aggregate gross floor area of approximately 704.34 sq.m, which represented approximately
1.47% of the aggregate leased gross floor area, had not provided the title certificates or
documents evidencing the right to lease. As advised by our PRC Legal Advisor, without valid
real estate ownership certificates or proof of authorizations from the relevant lessor or property
owner, we may not be entitled to use the leased property or may be affected by third parties’
claims or challenges against the relevant lease. Nevertheless, we would not be subject to any
administrative penalties with respect to these properties. In addition, although the lessors have
not provided the title certificates or documents evidencing the right to lease, our employees
obtained other supporting documents, such as land use right certificates, before signing the
lease agreements.
Our PRC Legal Advisor is of the view that such lack of title certificate in our leased
properties will not have a material adverse effect on our business operations, on the grounds
that: (i) such leased properties are used for offices, are highly replaceable, and we do not have
material reliance on them; and (ii) as of the Latest Practicable Date, we have never been forced
by any third party to cease using any such properties.
We maintain active and regular communication with the lessors of the leased properties,
requesting them to provide us with the title certificates or documents evidencing the right to
lease. We have also enhanced our internal control measures and procedures to prevent the
leasing of properties with title defects. During the Track Record Period and up to the Latest
Practicable Date, to the best knowledge of our Directors, our leases with respect to these
defective leased properties had never been challenged by any third parties. In the unlikely
event that we are required to relocate from the leased properties due to the absence of valid title
certificates or documents, we expect that the relocation can be completed within one month at
a cost of approximately RMB0.2 million, representing less than 0.1% of our total revenue in
2023. As a result, we do not expect that our business, financial position or results of operations
will be subject to material adverse impact due to the relocation.
In light of the above, our Directors believe that the above lack of title certificate will not
materially affect our business, results of operation or prospects.
BUSINESS
– 219 –


--- page 230 ---
Inconsistency With Permitted Usage
As of the Latest Practicable Date, the current usage of certain leased properties used as
our offices with an aggregate gross floor area of 1,495.36 sq.m, which represented
approximately 3.12% of the aggregate leased gross floor area, is inconsistent with their
permitted residential usage. The decision to utilize these leased properties, which are permitted
for residential use, as offices for our employees’ remote work was primarily driven by their
proximity to our customers for business operations and the facilitation of convenient
commuting for our employees. As advised by our PRC Legal Advisor, with respect to the leased
properties with usage defects, administrative penalties may be imposed on the owners if the
properties are leased for the usage inconsistent with their permitted usage, and our usage of the
aforesaid leased properties may be interrupted. However, as a tenant, we are not subject to any
administrative penalties in this regard. During the Track Record Period and up to the Latest
Practicable Date, we had not encountered any safety issues or disputes with respect to the
above-mentioned leased properties.
Our PRC Legal Advisor is of the view that such inconsistency with permitted usage in our
leased properties will not have a material adverse effect on our business operations, on the
grounds that: (i) as of the Latest Practicable Date, we have never been forced to cease using
any properties due to inconsistency with permitted usage; (ii) these properties are located in
different cities and leased from different landlords, and the likelihood of all such properties
being affected simultaneously is remote; and (iii) such leased properties are primarily used for
our offices and are highly replaceable, and we do not have material reliance on them.
As these leased properties are used as offices, our Directors do not expect any material
safety incidents or risks associated with these leased properties. We comply with fire safety
regulations and actively cooperate with property owners and management companies to
maintain fire safety. During the Track Record Period and up to the Latest Practicable Date, no
fire safety accident occurred on these leased properties. In the unlikely event that we are
required to relocate from these leased properties due to the inconsistency with permitted usage,
we expect that the relocation can be completed within one month at a cost of approximately
RMB0.2 million. As a result, we do not expect that our business, financial position or results
of operations will be subject to material adverse impact due to the relocation. In light of the
usage of such leased properties, nothing has come to the attention of the Joint Sponsors which
would reasonably cause them to disagree with the Director that there is any material safety
incidents from these leased properties that did not align with their permitted usage.
As of the Latest Practicable Date, we had not been subject to any administrative penalties
imposed by the competent authorities, nor had we received any penalties or investigation
notices from the competent authorities for such inconsistency with permitted usage. On this
basis and having considered our PRC Legal Advisor’s advice, our Directors believe that the
likelihood of our business and results of operations being materially and adversely affected by
these inconsistency with permitted usage is remote.
BUSINESS
– 220 –


--- page 231 ---
Lack of Lease Agreement Registration
According to applicable PRC laws and regulations, the lessor and the lessee to a lease
agreement are required to file the lease agreement with relevant government authorities within
30 days after the execution of the lease agreement. As the registration of lease agreements
requires the cooperation of lessors, and lessors are typically unwilling to undertake the
administrative burden, we were not able to complete the registration of the lease agreements.
As of the Latest Practicable Date, all of the lease agreements had not been registered with
relevant authorities. As advised by our PRC Legal Advisor, a fine ranging from RMB1,000 to
RMB10,000 may be imposed by the relevant PRC authorities for each of the lease agreements
if we fail to complete the registration of lease agreements within the stipulated period, and as
such, the potential maximum penalties in relation to the failure to register the lease agreements
are RMB0.42 million.
We have established a license and certification management system to manage the
licenses and certificates related to our daily operations. As of the Latest Practicable Date, we
were in active communication with our lessors and will take all practicable and reasonable
steps to register these lease agreements.
As advised by our PRC Legal Advisor, the absence of registrations will not affect the
validity of the lease agreements, nor will it materially and adversely affect the Group’s
business and results of operations.
INSURANCE
We do not maintain any business interruption insurance or product liability insurance. We
also do not maintain key person life insurance, insurance policies covering damages to our
network infrastructure or information technology systems or any insurance policies for our
properties. We procured insurance policies by type that we consider appropriate, such as
accidental injury insurance for certain workers at our production bases, and amount that we
consider sufficient, and evaluated such insurance policies from time to time based on our past
experience and changes in industry developments. As of the Latest Practicable Date, we had
not made nor been the subject of any material insurance claims. However, we may not be able
to obtain or purchase adequate insurance for losses and liabilities arising from various
operational risks. See “Risk Factors — Risks Relating to Our Industry and Business — Our
insurance coverage may be insufficient to cover all of our potential losses.”
BUSINESS
– 221 –


--- page 232 ---
EMPLOYEES
As of December 31, 2024, we had a total of 17,056 full-time employees in mainland
China and overseas. Among the 17,056 employees, 129 were employed at our subsidiaries in
the United Kingdom, covering all business functions. The table below sets forth the number of
employees by business function as of December 31, 2024:
Function Number Percentage
Production /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,495 67.4
Sales and marketing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,080 23.9
Administrative /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118871 5.1
R&D /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118508 3.0
Finance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118102 0.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,056 100.0
Attracting and retaining qualified employees is important to our success. We recruited
employees primarily through employment websites, on-campus recruitment and internal
referrals. We emphasize the importance of training and development for our employees. We
provide induction training to new joiners on various aspects including our corporate culture,
internal regulations and policies, occupational safety and food safety. Furthermore, we offer
online or on-site ongoing training sessions conducted by internal and external experts to
improve our employees within their respective practice areas. Additionally, we have
management training programs, which encompass training for individuals in pivotal roles,
ensuring that our leaders are well-equipped to drive our success.
We offer competitive remuneration packages to our employees, including salary and
allowances and performance-based bonuses. We have developed a performance evaluation
system to assess the performance of our employees annually, which forms the basis for
determining the salary levels, bonuses and promotions any employee may receive.
We have always striven to provide our employees with comprehensive social benefits, a
diverse work environment and a wide range of career development opportunities. We are
committed to providing a safe and healthy workplace, which is backed by strict policies, robust
team member education and safety recognition awards, along with continued investments in
technology. We support the physical health and well-being of our team members by providing
an array of programs that help our people maintain optimal health level of health. We believe
that everyone deserves respect.
We have established labor unions for our employees. We believe that we generally
maintain a good working relationship with our employees and labor unions. During the Track
Record Period, we did not experience any significant labor disputes or any difficulty in
recruiting staff for our operations.
BUSINESS
– 222 –


--- page 233 ---
Social Insurance and Housing Provident Funds
As required by the laws and regulations in the PRC, we participate in various employee
social security plans that are administered by local governments, including housing provident
fund, pension insurance, medical insurance, maternity insurance, work-related injury insurance
and unemployment insurance. During the Track Record Period, we did not make adequate
contributions to the social insurance and housing provident funds with respect to certain of our
employees as required by the relevant PRC laws and regulations, primarily because (i) we
maintain a relatively large labor force with relatively high mobility in order to meet increased
staffing needs for labor-intensive production orders during peak seasons, such as crayfish
processing in summer, (ii) certain employees were unwilling to pay the social insurance and
housing provident funds in full as it requires additional contributions from our employees, and
(iii) certain employees prefer to participation in the rural social security contribution plans in
their resident places or their hometowns.
As advised by our PRC Legal Advisor, pursuant to applicable PRC laws and regulations,
if an employer fails to make social insurance contributions in full, the relevant authorities
could order the employer to pay, within a prescribed time limit, the outstanding amount with
an additional late payment penalty at the daily rate of 0.05%, and if the employer fails to make
the overdue contributions within such time limit, a fine equal to one to three times the
outstanding amount may be imposed. In 2022, 2023 and 2024, the shortfall of our social
insurance contribution was RMB4.0 million, RMB10.0 million and RMB11.3 million,
respectively. Additionally, pursuant to applicable PRC laws and regulations, if the employer
fails to register and establish an account for housing provident fund contributions, the authority
could order the employer to correct it within a prescribed time limit, where failure to do so at
the expiration of the time limit shall result in a fine of not less than RMB10,000 nor more than
RMB50,000 being imposed. Where an employer is overdue in the payment and deposit of, or
underpays, the housing provident fund, the authority could order it to make the payment and
deposit within a prescribed time limit, and where the payment and deposit has not been made
after the expiration of the time limit, an application may be made to a court in China for
compulsory enforcement. In 2022, 2023 and 2024, the shortfall of our housing provident fund
contribution was RMB10.1 million, RMB11.3 million and RMB12.0 million, respectively.
We have obtained written confirmations from the local governmental authorities in charge
of social insurance and housing provident funds or their authorized offices, or credit reports
from the credit institutions authorized by relevant local government authorities. These written
confirmations and special credit reports covered the Track Record Period for all of our
subsidiaries, each stating that no administrative penalties were imposed on the subsidiary for
non-compliance incidents related to social insurance and housing provident funds during the
Track Record Period. As confirmed by our PRC Legal Advisor, the relevant confirmations were
issued by the competent authorities.
BUSINESS
– 223 –


--- page 234 ---
Our Directors believe that the incident described above would not have a material adverse
effect on our business, financial condition and results of operations, considering that during the
Track Record Period and up to the Latest Practicable Date, (i) as advised by our PRC Legal
Advisor, we did not receive any notification from the relevant authorities requiring us to pay
for the shortfalls with respect to social insurance and housing provident funds, nor did we
receive any material employee complaint or have any material disputes with employees
concerning their payment of social insurance and housing provident funds; (ii) as confirmed in
writing by the local governmental authorities in charge of social insurance and housing
provident funds or their authorized offices, or credit reports from the credit institutions
authorized by relevant local government authorities, no material administrative penalty was
imposed on us with respect to the payment of social insurance and housing provident funds
during the Track Record Period and as of the Latest Practicable Date; and (iii) if we receive
a notice from relevant authorities requiring us to rectify, pay or make up social insurance and
housing provident funds within a specified period, we will promptly comply with the
requirements of such notice. In addition, pursuant to the Urgent Notice on Enforcing the
Requirement of the Executive Meeting of the State Council and Stabilizing the Levy of Social
Insurance Payment (ܢ
ٝpromulgated on September 21, 2018 by the Ministry of Human Resources and Social
Security, administrative authorities are prohibited from collectively recovering enterprises’
historical social insurance arrears. Based on the foregoing, our PRC Legal Advisor is of the
view that the likelihood that we would be required by relevant authorities to pay the shortfall
for social insurance and housing provident fund contributions or being subject to material
administrative penalties due to our failure to provide full social insurance and housing
provident fund contributions within the stipulated period for our employees is remote. As a
result, we had not made any provision for the shortfall in our social insurance and housing
provident fund contributions during the Track Record Period and up to the Latest Practicable
Date.
We have taken the following internal control measures to prevent future occurrences of
such non-compliance:
 Human Resource Management Policies . Enhance our human resources management
policies, which explicitly require social insurance and housing provident fund
contributions to be made in accordance with applicable local requirements;
 Training . Strengthen the training of our personnel, including training on various
compliance-related topics for our employees;
 Increasing Awareness of Developments in the Law . Regularly keep abreast of the
latest developments in PRC laws and regulations relating to social insurance and
housing provident funds;
BUSINESS
– 224 –


--- page 235 ---
 Internal Control Measures . Establish an internal control team to monitor our
ongoing compliance with the social insurance and housing provident fund
contributions regulations and oversee the implementation of any necessary
measures; and
 Consultation . Consult our PRC legal counsel on a regular basis for advice on
relevant PRC laws and regulations to keep us abreast of relevant regulatory
developments; and actively communicate with relevant social insurance and housing
fund local authorities to ensure we have the most updated information about the
relevant laws and regulations concerning social insurance and housing provident
fund.
During the Track Record Period and up to the Latest Practicable Date, save as disclosed
above, we had not been and were not involved in any material noncompliance incidents in
relation to social insurance and housing provident funds that have 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 and results of operations. If the relevant authorities
order us to pay the shortfall in our social insurance and/or housing provident funds or take any
rectification measures in accordance with applicable laws and regulations, we undertake that
we will rectify as requested as soon as practicable.
OCCUPATIONAL HEALTH AND SAFETY
We are subject to the PRC laws and regulations in respect of employee health and safety.
We attach great importance to the occupational health and safety (“ OHS”) management of our
employees. We have established a safety production management committee, with each
production base setting up a safety production department, staffed with dedicated safety
management personnel. The safety production management committee formulates and
publishes a series of internal management policies and guidelines to continuously promote the
construction of our production safety management system. We regularly evaluate our
equipment and production facilities to ensure their safety for our operations. We also conduct
periodic and annual OHS publicity and education training for employees to strengthen their
awareness and knowledge on safety procedures and accident prevention from time to time.
In addition, we have established systems such as the “Occupational Health Management
System,” which set out detailed regulations on occupational disease prevention, hazard
assessment and hazard notification for projects. These measures aim to prevent, control and
reduce occupational hazards, ensuring the health of our employees. Since 2023, we have been
advancing the implementation of digitalized management for occupational health through our
proprietary software system. By leveraging digitalization and process standardization, we
ensure the effective enforcement of occupational health-related regulations. We conduct
regular occupational health examinations for employees exposed to occupational hazards and
provide personal protective equipment such as earmuffs, earplugs and dust masks. We have
also formulated the “Labor Protection Equipment Management System,” which specifies the
BUSINESS
– 225 –


--- page 236 ---
requirements for wearing protective gear for each position. Visual guides for protective gear
requirements are posted in each area to facilitate employee understanding. We also conduct
training on the correct use of protective equipment to prevent and reduce production accidents.
We have implemented preventive measures to enhance operational safety and risk
management, including: (i) improving the safety production responsibility system and
engaging technical experts to validate our safety protocols and operational procedures; (ii)
maintaining stringent oversight of production facilities and safety equipment to ensure inherent
operational security; (iii) conducting risk identification, hazard assessment and risk evaluation
to develop appropriate control measures in accordance with risk-graded control requirements;
(iv) providing safety production education and training to elevate enterprise-wide safety
competencies; and (v) regularly conducting emergency response drills to strengthen our
incident management capabilities. Our Internal Control consultant conducted a review and,
upon its review, has found no internal control deficiency based on the work performed in
relation to the sufficiency and effectiveness of the enhanced internal control measures.
In 2023, a safety incident occurred at our crayfish quick-freezing workshop in Qianjiang,
Hubei province, resulting in casualties. The incident involved 19 employees, 18 of whom
sustained minor injuries. This accident was primarily caused by a worker’s failure to observe
our standard operating procedures. A worker in the crayfish quick-freezing workshop
mistakenly shut down the air conditioning ventilation system against our standard operating
procedure, resulting in a reduction in fresh air intake. Consequently, the oxygen concentration
in the quick-freezing room gradually decreased. The workers continued their tasks without
noticing the changes in the working environment.
Following the investigation by the Municipal Emergency Management Bureau of
Qianjiang (၍ଣ҅), this accident was categorized as a general safety incident.
According to the investigation report, the incident was caused by (i) a worker’s violation of
operating procedures, which led to a reduction in fresh air intake, and (ii) the workers’
continuance of working without realizing the changes in the working environment.
Furthermore, the rescuers were injured during the rescue process as they did not take sufficient
protective measures when carrying out the rescue operations. After the investigation, certain
deficiencies were also identified that might have indirectly caused this incident and should be
rectified, including (i) the improperly enclosed freezing equipment; (ii) insufficient and
improperly positioned air pipes; (iii) the malfunctioning oxygen concentration detection alarm;
(iv) insufficient management systems for equipment changes, maintenance, alarm handling,
inspections and shift handovers; (v) insufficient coverage on operating procedures and
emergency response measures by the safety education and training; and (vi) failure to organize
rescue according to the emergency plan. As a result, we were imposed a fine of RMB360,000
and the responsible personnel was imposed a fine of RMB84,480, both of which have been
fully settled. Our Company was required to pay a compensation of approximately RMB650
thousand, among which approximately RMB490 thousand was covered by our insurance
scheme, to the impacted workers. By November 2023, we had completed the rectification
BUSINESS
– 226 –


--- page 237 ---
required in the investigation report, and the fact that we had completed such rectification was
subsequently confirmed in the written confirmation from the Municipal Emergency
Management Bureau of Qianjiang.
We have implemented corrective and preventive measures, including: (i) renovating the
safety facilities and production equipment in the crayfish quick-freezing workshop to enhance
safety levels; (ii) enhancing our standards for operating procedures in the crayfish quick-
freezing workshop; (iii) strengthening employee training and management; (iv) providing
targeted training and alerts for our employees and workers; (v) increasing the frequency of
workshop inspections; and (vi) enhancing emergency drills and optimizing rescue procedures.
Our internal control consultant conducted a review and confirmed that the enhanced internal
control measures implemented are adequate and effective in preventing the recurrence of
similar incident going forward. While the crayfish quick-freezing workshop where this incident
occurred is owned and operated by Qianjiang New Liuwu Food Technology Co., Ltd., a
subsidiary of Hubei New Liuwu that our Company acquired in August 2022, the acquisition
was relatively recent at the time of the incident which occurred during a phase of active
integration. Nonetheless, we have attached great emphasis to employee safety as well as the
overall level of compliance, and have implemented strict internal control measures to prevent
future safety incidents.
We have obtained a written confirmation from the Municipal Emergency Management
Bureau of Qianjiang, confirming that, since the beginning of the Track Record Period, (i) we
have not experienced any material safety incident and (ii) save for the above administrative
penalties, we have not been subject to any administrative penalties by the competent
governmental authority in this respect. Our PRC Legal Advisor is of the view that the conducts
leading to this safety incident do not constitute material violations of any relevant PRC laws
and regulations.
Based on the foregoing factors, including (i) the nature of the incident being recognized
as a general safety incident by the relevant government authority; (ii) the completion of the
required rectification, which was confirmed by the relevant government authority; (iii) the
corrective and preventive measures we implemented and that there has not been any other
incident since then; (iv) our PRC Legal Advisor’s view; and (v) the written confirmation we
obtained from the competent government authority, our Directors believe that the above safety
incident would not have a material adverse effect on our business operations, financial
condition or the Global Offering.
Save as the above, during the Track Record Period and up to the Latest Practicable Date,
we did not experience any accident involving personal injury or property damage, and we were
not subject to any material claims, lawsuits, penalties or disciplinary actions as a result.
BUSINESS
– 227 –


--- page 238 ---
LEGAL PROCEEDINGS AND COMPLIANCE
Legal Proceedings
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 had
not been and were not a party to any material legal, arbitral or administrative proceedings, and
we were not aware of any pending or threatened legal, arbitral or administrative proceedings
against us or our Directors that could, individually or in the aggregate, have a material adverse
effect on our business, financial condition and results of operations.
Non-Compliance
During the Track Record Period and up to the Latest Practicable Date, we were involved
in certain non-compliance incidents, including (i) insufficient contributions of social insurance
and housing provident fund for certain employees, (ii) title defects, inconsistent usage and
failure to register the lease agreements in relation to certain of our leased properties, and (iii)
a safety incident occurred at our workshop. See “— Employee — Social Insurance and Housing
Provident Funds,” “— Properties” and “Occupational Health and Safety” for details. Our
Directors are of the view that (a) none of the above non-compliance incidents was material or
systemic and (b) considering the immateriality of such non-compliance incidents, the adequacy
and effectiveness of our enhanced internal control measures, and that none of our Directors
were involved in such non-compliance incidents, such non-compliance incidents did not in
totality reflect negatively on our Directors’ suitability under Rules 3.08 and 3.09, or their
ability to operate the Group’s business in a compliant manner and the effectiveness of the
Board’s oversight on regulatory compliance. In light of the above and based on the independent
due diligence conducted by the Joint Sponsors, nothing has come to the attention of the Joint
Sponsors which would reasonably cause them to disagree with the Directors’ views. 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.
ENVIRONMENTAL, SOCIAL RESPONSIBILITY AND GOVERNANCE
We consider environmental, social and governance (“ ESG”) matters essential to our
long-term and sustainable development. Focusing on economic, employee, environmental and
social responsibilities, we are committed to steadily enhancing our ESG governance system,
improving our ESG practices as well as performance and contributing to the well-being of
communities and society through various ESG measures.
BUSINESS
– 228 –


--- page 239 ---
Corporate Governance
To effectively manage ESG issues, we have established a top-down ESG governance
framework. We have established a robust ESG governance framework to ensure effective
management of ESG-related matters. We have a three-tier ESG governance structure, with the
Board of Directors leading ESG decision-making, the sustainability committee responsible for
ESG strategy formulation, risk identification and execution oversight and the management and
working departments responsible for the coordination and advancement for ESG activities.
This three-tiered ESG governance structure ensures systematic and efficient ESG management.
 Board . The Board bears ultimate responsibility for ESG matters, ensuring that ESG
objectives are in line with our overarching strategic direction. The Board, through
the sustainability committee, reviews and approves our ESG strategy, goals and
related policies. It regularly receives updates on ESG activities and supervises the
disclosure of ESG information as well as the attainment of ESG objectives.
 Sustainability Committee . As a specialised committee under the Board, the
sustainability committee is responsible for analysing ESG development trends to
ensure that our stance on ESG issues complies with laws, regulations and
international standards. It mainly researches ESG-related matters, assesses ESG
risks, formulates our ESG vision, strategy and framework, monitors the progress of
our ESG objectives. The sustainability committee reports ESG progress to the Board
on a regular basis and reviews our annual ESG report.
 Management and Working Departments . Our management is responsible for the
execution of specific ESG tasks, ensuring that each business unit implements our
ESG strategy. We have a dedicated management office that acts as the daily
operational body of the sustainability committee, handling duties such as
communication, meeting organisation, material preparation and records
management. In additionally, this management office is equipped with dedicated
personnel or institutions to assist in advancing ESG initiatives.
In addition, we publish the ESG report on an annual basis pursuant to the reporting
requirements under the Listing Rules. This will allow our Board to analyze and disclose
important ESG matters, risk management, accomplishment and performance of the objectives
of the Group.
ESG Policies
In order to effectively manage our sustainable development performance, we formulated
policies on our material ESG topics, including food safety, information security, occupational
health, environmental protection and business ethics. These ESG policies show our
commitment to relevant topics and provide a general guide to our sustainable development
efforts.
BUSINESS
– 229 –


--- page 240 ---
We are required to comply with the evolving and increasingly stringent ESG-related laws
and regulations. We may be subject to more stringent compliance requirements and may incur
additional costs in the future if there is any change to the existing laws or regulations. See
“Regulatory Overview” and “Risk Factors” for more details. We believe that the development
and execution of robust ESG principles and practices will help in accomplishing our mission
and strategic goals. We acknowledge that our business will be affected by relevant
environmental and social risks. Therefore, we have adopted comprehensive ESG policies, the
Board has clear roles and responsibilities for directly overseeing the Group’s environmental,
social and governance performance. Our Board and management are primarily in charge of
assessing and evaluating ESG and climate related risks and opportunities, as well as reviewing
existing strategies in order to monitor the ESG aspects in the day-to-day business operations
of our Group, including implementation of necessary measures to mitigate the potential and
relevant risks.
The management of our ESG policy encompasses the entire process from policy
formulation to execution:
 Policy Formulation : The Board and the sustainability committee develop ESG
policies, objectives and key performance indicators based on industry trends,
regulatory requirements and stakeholder needs.
 Policy Implementation : The management is responsible for implementing the ESG
policies approved by the Board and the sustainability committee, with each business
unit executing specific tasks, including environmental management, social
responsibility and governance practices.
 Monitoring and Reporting : The sustainability committee regularly reviews the
implementation of ESG policies, objectives and key performance indicators. It
regularly reports to the Board and provides feedback to the management for
improvements.
 Information Disclosure : An ESG report is issued annually to ensure transparency
of ESG information.
BUSINESS
– 230 –


--- page 241 ---
ESG Risks and Opportunities
We identify, prioritize and strategically address relevant ESG risks that can have a
significant impact on our operations, supply chain and communities in which we operate. We
catch relevant ESG opportunities by addressing by such ESG risks. We have identified the
following ESG topics as material:
 Food Safety and Quality . We are subject to risks of food safety incidents including
contamination and food-borne illnesses, which could result in administrative or
criminal penalties and negatively affect our reputation. Consequently, we are
required to consistently enhance our food safety guidelines and policies, as well as
conduct rigorous inspections and checks. Additionally, we provide comprehensive
training on proper food safety practices to our employees to mitigate these risks.
 Supply Chain Management . Responsible sourcing and robust supply chain
management are critical in guaranteeing consistent food quality and sustainability
throughout our supply chain.
 Environmental Protection . We are subject to relevant environmental laws and
regulations. See “Regulatory Overview — Laws and Regulations on Environmental
Protection.”
 Energy Management . Implementing effective energy management is instrumental in
reducing energy consumption, which in turn leads to cost savings on energy bills, a
reduction in environmental impact and an enhancement of energy security.
Moreover, it ensures adherence to regulations and standards and establishes a
framework for ongoing improvement and sustainability. We conduct energy
conservation and consumption reduction management in the utilization of
electricity, water and natural gas, aiming to enhance resource use efficiency and
reduce energy consumption.
 Food Waste . Food production and consumption patterns exert pressure on natural
resources and the environment. As a food company, we place a strong emphasis on
minimizing food waste and integrating waste reduction strategies into our
operations. Our efforts are directed towards the efficient utilization of natural
resources, reducing our environmental footprint, curtailing food waste and
advocating for sustainable food production and consumption. For example, we
enhance the research and application of eco-friendly and advanced processing
technologies for by-products of our food production process. Through technological
innovation, we convert food waste into products with value, thereby reducing food
waste and lowering carbon emissions in the production process. In addition, we
established a comprehensive inventory management system with precise inventory
BUSINESS
– 231 –


--- page 242 ---
monitoring, and the first-in, first-out principle, effectively preventing food waste as
a result of expiration. We also require that products are kept under strict temperature
control during transportation, reducing food deterioration caused by temperature
fluctuations.
 Packaging Management . Packaging management is integral to our operations,
serving to maintain product quality and safety while also aiding in the prevention of
food waste. Nonetheless, the use of unsustainable packaging materials can
contribute to considerable environmental challenges. In response to this issue, we
have adopted and implemented measures aimed at promoting the use of sustainable
packaging materials. For example, in 2023, we transitioned from using cardboard
boxes to non-toxic, harmless and odourless PP turnover crates, resulting in a
reduction of approximately 1.5 million cardboard boxes. Additionally, we replaced
some cardboard boxes with reusable, non-toxic, harmless and odourless turnover
containers, totalling approximately 1.3 million units. Through our continuous
optimization of packaging materials, we achieved an overall reduction of
approximately 3.6 million cardboard boxes in 2023. This initiative indirectly
reduced the consumption of 3,242 tonnes of raw paper and contributed to a decrease
in carbon emissions. In addition, we continuously optimize packaging sizes to
reduce waste.
 Employment Compliance . Compliance with employment laws, fair recruitment rules
and regulations is imperative to prevent and address workplace discrimination. It is
crucial to have a comprehensive understanding of these obligations and to pinpoint
areas necessitating additional action and training to ensure adherence. Non-
compliance could result in industrial disputes or tribunal claims, which could have
significant legal and financial impact for the firm.
 Occupational Health and Safety . Occupational health and safety are centered on
safeguarding employees in the workplace from accidents, injuries and exposure to
hazardous substances. The enterprise is accountable for ensuring a secure working
environment for all staff by offering appropriate training, safety equipment and
other essential resources. Inadequate implementation of policies and safety
measures or ineffective policies and safety measures can result in injuries, reduced
productivity due to the absence or departure of skilled labor and potential workers’
compensation claims.
 Information Security . Inadequate data security may result in the loss or theft of
critical information, potentially resulting in negative impact on business and
reputational damage. We are required to enforce robust protections over customer
data to prevent information security vulnerabilities.
 Business Ethics . Adherence to ethical business standards entails the comprehensive
protection of the rights and interests of all stakeholders and the provision of a
transparent and reliable environment for both internal and external partners.
BUSINESS
– 232 –


--- page 243 ---
Breaches of ethics business standards can obstruct fair competition in the market,
diminish our brand value and erode customer trust. Such violations may also lead to
loss of market share or growth opportunities, while escalating the costs associated
with litigation, penalties and fines. Furthermore, they increase the uncertainty of
future development and can reduce the efficiency of business operations.
The transition to a lower-carbon economy presents significant opportunities for the
society as a whole. With the widespread adoption and implementation of new technologies, we
anticipate an increase in our energy efficiency. This improvement positions us favorably in the
eyes of end customers and business partners, particularly when compared to competitors who
may be less environmentally conscious. Concurrently, as consumers are shifting towards
healthier eating habits, the demand for healthy food is expected to rise. Our established
reputation for quality food ingredients places us in an advantageous position to capture a larger
market share. This expansion is likely to contribute to an increase in our brand’s popularity,
sales and profit margins.
Environmental Protection
We recognize the importance of environmental protection and sustainability, and have
adopted professional environmental measures to improve our environmental performance and
ensure that we comply with relevant PRC environmental laws and regulations.
Environmental Protection Measures
We comply with environmental protection laws and regulations in the PRC in material
aspect, including the Environmental Protection Law, the Environmental Impact Assessment
Law, the Law on the Prevention and Control of Atmospheric Pollution, the Water Pollution
Prevention and Control Law, the Water Law and the Law on the Prevention and Control of
Environment Pollution Caused by Solid Wastes. We have established internal environmental
management systems, such as the Environmental Management System/Manual (ܓ
/˓̅), the Hazardous Waste Pollution Control Management System (஝ᇍ၍ଣՓ
ܓthe Emergency Response Plan for Sudden Environmental Incidents (ཫ
ࣩthe Risk Assessment for Sudden Environmental Incidents (ᎈ൙П), the
Emergency Resources Investigation System for Sudden Environmental Incidents (೯ᐑྤԫ
ܓand the Wastewater Treatment Plant Operating Procedures ( Ϯ˥ஈଣ१
዁Ъ஝೻), further consolidating our environmental management.
BUSINESS
– 233 –


--- page 244 ---
To mitigate the environmental impact of our business operations, we have taken various
measures as follows:
 Paperless Office . Our digitalized management tools includes features such as online
approval workflows, digital seals, electronic contracts and optimized business travel
processes, enabling us to transition into digital operations, moving away from
traditional paper-based methods.
 Electricity Conservation . We apply scientific approaches to the use of office
equipment to conserve electricity. These include significant reductions in the
standby power consumption of essential devices. Additionally, we enforce a
light-out policy during lunch breaks and after hours. We also adhere to a minimum
indoor temperature of 26°C during the summer to ensure the efficient use of air
conditioning.
 Waste Segregation : Our waste segregation initiatives focus on educating our
employees about proper separation techniques to ensure accurate sorting and
disposal of recyclables, hazardous waste, and other types of waste.
 Water Conservation . We have implemented gray water recycling and installed
sensor-activated taps to save water and maintain hygiene. Prompt reporting and
repairs of any leaks are mandatory.
 Sustainable Transportation . We advocate for green, low-carbon travel options. We
encourage walking or cycling within our premises as the preferred means of
commuting to promote a healthier and more environmentally friendly approach to
transportation.
In addition, we are formulating environmental protection management and control
procedures. These procedures are designed to identify key environmental risks and issues,
offering guidance on the management and resolution of matters related to ESG concerns.
Energy Use and Carbon Emissions
We recognize that optimizing energy and greenhouse gas (“ GHG”) emissions
management is fundamental for us to effectively manage climate change risks, and energy
consumption is closely linked to the GHG emissions.
BUSINESS
– 234 –


--- page 245 ---
Based on the following historical data on energy consumption, GHG emissions and our
production forecasts, we expect to continually explore measures to reduce our carbon footprint
by using clean energy, improving our energy efficiency and monitoring GHG emissions. The
table below sets forth our energy consumption and emissions during the years indicated:
Y ear ended December 31,
Indicators 2022 2023 2024
Energy consumption
Comprehensive energy consumption
(ton of standard coal) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100,712 104,847 112,284
Comprehensive energy consumption
intensity (ton of standard coal/ton of
qualified product output) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.1102 0.1086 0.1035
Consumption of purchased electricity
(million kilo watt-hours) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118382.2 414.2 482.9
Consumption of purchased steam (tons) /H1118 378,764.7 397,590.0 405,234.0
Consumption of purchased natural gas
(million cubic meters) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814.7 13.4 14.9
Consumption of purchased water
(million tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.6 4.9 5.7
Emission
Waste water (million cubic meters) /H1118/H1118/H1118/H11182.5 3.6 3.8
Solid waste (tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,956.6 14,311.1 15,609.8
Waste gas (tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816.1 9.0 13.1
Climate change has become one of the most talked about issues in the world. As a
company that puts main emphasis on sustainable development, we are always concerned about
such issue. While actively identifying climate-related risks, we are also committed to
capitalizing on the opportunities brought about by climate change and contributing to the
mitigation of global climate change. Without affecting the growth of our business, we will
continue to optimize our energy structure and improve the efficiency of our energy use, while
making every effort to achieve the goal of energy conservation and carbon emission reduction.
During the Track Record Period, the total volume and intensity of our GHG emissions are as
follows:
Y ear ended December 31,
Unit 2022 2023 2024
Scope 1 GHG emissions (1) /H1118/H1118/H1118/H1118tCO2e 165,276 176,321 201,130
Scope 2 GHG emissions (2) /H1118/H1118/H1118/H1118tCO2e 286,263 289,361 350,672
GHG emission intensity
(Scop e 1 + Scope 2) /H1118/H1118/H1118/H1118/H1118/H1118
tCO2e/
revenue
RMB’000
0.0373 0.0333 0.0367
BUSINESS
– 235 –


--- page 246 ---
Notes:
(1) Scope 1 GHG emissions are generated from the usage of petrol, diesel and refrigerants. The carbon
dioxide emission factors are primarily based on the Requirements for Greenhouse Gas Emission
Accounting and Reporting Part 25: Enterprises in the Food, Tobacco, Alcohol, Beverage, and Refined
Tea Industries (Ӌୋ25௅ʱ:ձၚႡ঩Άุ‘)
(GB/T 32151.25-2024).
(2) Scope 2 GHG emissions are generated from the usage of purchased electricity, and the carbon dioxide
emission factor mainly refer to the Notice on the Management of Greenhouse Gas Emission Reports for
Enterprises in the Power Generation Industry from 2023 to 2025 (ਂλ2023-2025 ϋ೯ཥБุΆ
‘).
Statistics on our Scope 3 GHG emissions are not available because it is not commercially
feasible to collect such data, primarily due to the complexity of our supply chain, the large
network of our distributors, and therefore the limited availability of the data of the stakeholders
along our supply chain and sales network as well as variability in reporting standards of these
stakeholders. Although we do not collect the relevant data for Scope 3 GHG emission, we plan
to reduce Scope 3 GHG emissions through the following key measures, among others: (i) to
collaborate with suppliers who have lower carbon emissions per unit while maintaining the
same product or service standards, (ii) to encourage employees to take public transportation,
such as high-speed rail, during their business travels, and (iii) to collaborate with service
providers who use new energy vehicles with lower energy consumption per unit for delivery
during upstream and downstream transportation and distribution.
We have set quantitative targets to reduce the GHG emission and energy consumption.
For example, we plan to reduce our GHG emission intensity and energy consumption intensity
by approximately 18% and 10% by 2030, respectively. Specifically, by reducing carbon
emissions from electricity through the use of green electricity, lowering refrigerant leakage
rates, we expect to reduce our GHG emission intensity by a total of 18% over the next five
years at an approximate annual rate of 3.6%. By upgrading equipment and machinery to more
energy-efficient models, streamlining operations and processes in manufacturing and
encouraging energy-saving practices among employees, we expect to reduce our energy
consumption intensity by a total of 10% over the next five years at an approximate annual rate
of 2.0%.
Social Responsibility
Leveraging our resources and expertise, we have been and will continue to be committed
to fulfilling our social responsibilities in various aspects.
 Industrial Activities . We actively participate in industrial activities, including
formulating and developing international, national, industrial and organizational
standardization. See “— Research and Development.”
BUSINESS
– 236 –


--- page 247 ---
 Education . We are dedicated to supporting educational initiatives, pooling resources
from universities and the community to cultivate talent for society and the industry.
In 2022, we donated RMB1.0 million to Honghu Education Foundation (ಳ̹઺
ึ). Additionally, in 2022, we provided internship positions for students from
remote and disadvantaged areas, such as Qujing Agricultural School (ࣧ)
and Wenshan Agricultural School (ࣧin Y unnan Province.
 Aquaculture and Agriculture . During the Track Record Period, we provided farmers
at Dongwan Village, Shakou Town, Honghu (ᝄӀ) with free
technical guidance and consultation on the aquaculture and agriculture as well as
free medications.
Employees
 Compliance Employment . We firmly believe that talent is an important resource for
our development. We comply with the Labor Law of the PRC ( ʕശɛ͏΍ձ਷௶
‘), the Labor Contract Law of the PRC (‘), the
Provisions on Prohibition of Child Labor (‘), the Law of the
PRC on Protection of Minors (‘), Law of the
People’s Republic of China on the Protection of Rights and Interests of Women
(‘) and other laws and regulations in all
material aspects. We have formulated internal policies to standardize employment
practices and procedures, including the recruitment and hiring as well as onboarding
and offboarding, in accordance with relevant laws and regulations.
 Talent Retention and Development . We are committed to investing in training and
career development programs and have established a comprehensive training system
covering management, sales and marketing, skills, technology and other talent.
 Diversity, Equality and Inclusion . We commit to fostering a fair and equal working
environment and adhere to a transparent recruitment and promotion policy, ensuring
equal opportunities for all employees in areas such as recruitment, advancement,
welfare protection and career development. Our recruitment processes strictly forbid
the employment of individuals under the age of sixteen, with rigorous age
verification checks in place to prevent any instance of child labor. We strive to
protect the health and legal rights of female employees in terms of compensation and
benefits, and provide a comfortable working environment and fair development
opportunities. For example, we have clarified the legal rights and interests of female
employees regarding vacation in our internal policies. Meanwhile, we insist on the
protection of equal employment opportunities for migrant workers and people with
disabilities, promoting the inclusion of retired servicemen in employment, and
supporting all employees to achieve personal career development.
BUSINESS
– 237 –


--- page 248 ---
LICENSE, APPROV ALS AND PERMITS
As advised by our PRC Legal Advisor, up to the Latest Practicable Date, we had 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. The
material licenses, approvals and permits held by us for our operations in the PRC primarily
include Food Production License (͛ପ஢̙ᗇ), Food Business License (຾ᐄ஢̙ᗇ),
Record Certificate of Export Food Production Enterprise (׼,)
Pollutant Discharge Permit ( રϮ஢̙ᗇ), Registration of Pollution Discharge from Stationary
Pollution Sources (๕રϮ೮া) and V alue-added telecommunications business
license (ุਕ຾ᐄ஢̙ᗇ). Our Directors are of the view that, up to the Latest
Practicable Date, we had obtained all requisite licenses, approvals and permits from relevant
authorities that are material for our overseas operations and such licenses, approvals and
permits are valid and effective.
RISK MANAGEMENT AND INTERNAL CONTROL
We have established and currently maintain risk management and internal control systems
consisting of policies and procedures that we consider to be appropriate for our business
operations. We are dedicated to continually improving these systems. We have adopted and
implemented comprehensive risk management policies in various aspects of our business
operations such as legal and compliance, financial reporting and internal control. Our Board of
Directors is responsible for the establishment and updating of our internal control systems,
while our senior management monitors the daily implementation of the internal control
procedures and measures with respect to each subsidiary and functional department.
Legal and Compliance Risk Management
We set up internal legal positions and engaged external legal advisers to supervise and
manage our legal and compliance matters. This includes overseeing daily business operations,
providing legal guidance to subsidiaries and reviewing the legality of contracts.
To maintain our reputation and uphold our integrity, we have instituted an anti-bribery
and corruption policy, mandating that our employees, distributors, suppliers and other business
partners engage in business activities in a lawful and ethical manner. We require our suppliers
to commit in writing to abstain from non-compliance or bribery. Our anti-bribery and
corruption policy also provides whistle blowing contact details including hotline and email
address. Information of the whistle blowers are strictly confidential.
In addition, we adopt various policies to ensure compliance with the Listing Rules,
including but not limited to aspects related to risk management, connected transactions and
information disclosure.
BUSINESS
– 238 –


--- page 249 ---
Financial Reporting Risk Management
Our finance department comprehensively manages our financial operations. It is primarily
responsible for the formulation of our financial strategy, budgeting, fund management and
financial reporting. We have established a series of systems, such as accounting management
systems, key accounting policies and estimates management and group-wide financial
reporting disclosure management systems, to regulate the management of accounting
personnel, processes, internal control and audits, accounting policies and estimates. We also
have various procedures in place to standardize the preparation, approval, submission and
disclosure of financial statements and reports.
Internal Control
We have established an internal audit management system, specifying the scope of
internal control review and evaluation, the content and process of internal control evaluation
reports and supervision and management. We have set up an audit department under the Audit
Committee to perform internal audit and investigation functions, evaluating the company’s
internal controls, including those related to the IT systems. The audit department is also
responsible for the compliance, audit and supervision of various economic activities of the
company and each department to prevent operational risks and protect the safety and integrity
of company assets. Additionally, our audit department conducts annual offline audits of each
subsidiary, focusing on areas including contracts, guarantees, funds and procurement.
A W ARDS AND ACHIEVEMENTS
We have received various honors and awards in recognition of, among others, our scale,
innovation and products. The following table sets forth our major awards:
Y ear Award/recognition Awarding body
2024 /H1118/H1118/H1118/H1118/H1118/H1118National Key Leading Enterprise
in Agricultural Industrialization
(ᓃᎲ᎘Άุ)
Ministry of Agriculture and Rural
Affairs of the PRC ( ʕശɛ͏΍
ձ਷ุ༵༵Ӏ௅)
2024, 2023,
2022 /H1118/H1118/H1118/H1118
Top 500 Service Industry
Enterprises in China (ਕ
ุΆุ500੶)
China Enterprise Confederation,
China Enterprise Directors
Association ( ʕ਷ΆุᑌΥึe
՘ึ)
BUSINESS
– 239 –


--- page 250 ---
Y ear Award/recognition Awarding body
2024 /H1118/H1118/H1118/H1118/H1118/H1118Key Contributor Enterprise in the
First Y ear of the Three-Y ear
Action Plan for New
Breakthroughs in
Comprehensive Revitalization
(኷
্̈ᘠΆุ)
The Communist Party of China
Liaoning Provincial Committee,
Liaoning Provincial People’s
Government (։,፱
ִ݁)
2024 /H1118/H1118/H1118/H1118/H1118/H1118The Top Chinese Prepared Dish
Company in 2024 (2024 ௰Ոྼ
ɢʕ਷ཫႡൄ͛ପΆุ)
Hurun Research Institute (޼
Ӻ৫)
2023 /H1118/H1118/H1118/H1118/H1118/H1118Provincial Key Leading Enterprise
in Agricultural Industrialization
(ᓃᎲ᎘Άุ)
Office of the Rural Work Leading
Group of the Sichuan
Provincial Committee of the
Communist Party of China ( ʕ
։༵ӀʈЪჯኬʃଡ଼፬
܃)
2023 /H1118/H1118/H1118/H1118/H1118/H1118Key Enterprise in Sichuan
Province for Promoting Rural
Revitalization through
Agricultural Product Processing
(ࣈ
ᓃΆุ)
Sichuan Provincial Economic and
Information Department ( ̬ʇ
ʷᝂ)
2023 /H1118/H1118/H1118/H1118/H1118/H11182023 Liaoning Province
Provincial-Level Digital
Workshop (2023ॴ
ᅰοʷԓග)
Department of Industry and
Information Technology of
Liaonong Province (ʈุ
ʷᝂ)
2023 /H1118/H1118/H1118/H1118/H1118/H1118Jiangsu Province Quality Credit
AA Grade Enterprise (ሯ
͜AAॴΆุ)
Jiangsu Market Supervision
Administration, Jiangsu
Development and Reform
Commission (̹ఙ္ຖ၍
ࡰ
ึ)
BUSINESS
– 240 –


--- page 251 ---
Y ear Award/recognition Awarding body
2023 /H1118/H1118/H1118/H1118/H1118/H11182023 Fujian Province Top 100
Production Enterprises (2023 ϋ
ႡிุΆุ100੶)
Fujian Provincial Federation of
Enterprises and Entrepreneurs,
Fujian Radio and Television
Group, Fujian Academy of
Social Sciences (Άุၾ
ᄿᅧᅂൖ
ኪ৫)
2022 /H1118/H1118/H1118/H1118/H1118/H1118Provincial Key Leading Enterprise
in Agricultural Industrialization
(ᓃᎲ᎘Άุ)
Henan Provincial People’s
Government (ִ݁)
2022 /H1118/H1118/H1118/H1118/H1118/H11182022 Hubei Province Pilot
Demonstration Enterprise for
Integration of Informatization
and Industrialization (2022 ϋಳ
ʷձʈุʷፄΥ༊ᓃͪ
ᇍΆุ)
Office of Department of Economy
and Information Technology of
Hubei Province (຾᏶ձ
܃)
2022 /H1118/H1118/H1118/H1118/H1118/H1118Xiamen Supply Chain Innovation
and Application Pilot Enterprise
(̹ԶᏐᗡ௴อၾᏐ͜༊ᓃ
Άุ)
Xiamen Municipal Bureau of
Commerce (̹ਠਕ҅)
BUSINESS
– 241 –


--- page 252 ---
OVERVIEW
Upon Listing, our Board will consist of ten Directors, comprising four executive
Directors, two non-executive Directors and four independent non-executive Directors. Our
Directors are appointed for a term of three years and are eligible for re-election upon expiry
of their term of office. The independent non-executive Directors shall not hold office for more
than six consecutive years pursuant to the relevant PRC laws and regulations.
Our Supervisory Committee consists of three Supervisors including two employee
representative Supervisors. Our Supervisors are elected for a term of three years and may be
subject to re-election.
All of our Directors, Supervisors and senior management members meet the qualification
requirements under the relevant PRC laws and regulations and the Hong Kong Listing Rules
for their respective positions.
BOARD OF DIRECTORS
The following table sets forth the key information about our Directors.
Name Age Position/Title
Time of
Joining our
Group
Date of
Appointment
as a Director Responsibilities
Executive Directors
Mr. Liu Mingming
(ᄎჼჼ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
62 Chairman of the
Board and
executive
Director
April 2002 April 2002 Overall formulation and
decision-making of the
major business policies
and strategic objectives
of the Group
Mr. Zhang Gaolu
(௝৷༩) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
49 Deputy chairman of
the Board and
executive
Director
April 2017 April 2017 Advising on and
participating in the
decision-making of the
overall formulation of
strategic objectives and
strategic development
of the Group
Mr. Zhang Qingmiao
(ߴ)H1118/H1118/H1118/H1118/H1118/H1118/H1118
56 Executive Director
and general
manager
September
2007
September 2007 Formulation of business
strategies, management
of the administrative
affairs and presiding
over the daily operation
and internal system
management of the
Group
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 242 –


--- page 253 ---
Name Age Position/Title
Time of
Joining our
Group
Date of
Appointment
as a Director Responsibilities
Mr. Huang Jianlian
(ᑌ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
53 Executive Director
and deputy
general manager
September
2007
September 2024 Overall management of
the production system,
coordinating and
planning the
procurement, quality
control, production
safety and techniques of
the Group
Non-executive Directors
Dr. Zheng Y anan
(ی)H1118/H1118/H1118/H1118/H1118/H1118/H1118
70 Non-executive
Director
May 2023 May 2023 Overseeing our Group’s
management and
providing advice on
strategic development
Mr. Dai Fan
(Ꮦɭ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
68 Non-executive
Director
May 2023 May 2023 Overseeing our Group’s
management and
providing advice on
strategic development
Independent Non-executive Directors
Dr. Zhao Bei
(Ⴛႍ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
67 Independent
non-executive
Director
May 2023 May 2023 Providing independent
advice and judgment to
the Board
Ms. Zhang Mei
(ੵૠ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
53 Independent
non-executive
Director
May 2023 May 2023 Providing independent
advice and judgment to
the Board
Mr. Zhang Y ueping
(ੵᚔ̻) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
53 Independent
non-executive
Director
May 2023 May 2023 Providing independent
advice and judgment to
the Board
Dr. Liu Xiaofeng
(ࢤ)H1118/H1118/H1118/H1118/H1118/H1118/H1118
63 Independent
non-executive
Director
November
2024
November
2024
Note
Providing independent
advice and judgment to
the Board
Note: The appointment will become effective upon the Listing.
Executive Directors
Mr. Liu Mingming ( ᄎჼჼ), aged 62, joined our Group in April 2002 and has served as
a Director and the chairman of the Board since April 2002. Mr. Liu was re-designated as our
executive Director in November 2024. Mr. Liu is responsible for the overall formulation and
decision-making of the major business policies and strategic objectives of the Group. Mr. Liu
is also serving as chairman of the board or executive director in certain of our subsidiaries.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 243 –


--- page 254 ---
Mr. Liu have over 35 years’ experience in business management. Mr. Liu served as a
lecturer in the department of civil engineering at Zhengzhou Industrial University ( ቍψʈุ
ɽኪ) (merged into Zhengzhou University ( ቍψɽኪ) in 2000) from 1984 to 1988. He also
served as a business manager at Huanghe International Leasing Co., Ltd. (ࠢ
ʮ̡) from August 1988 to July 1995. From July 1995 to August 1998, Mr. Liu served as the
vice general manager at Henan Jianye (Group) Co., Ltd. (ุ(ණྠ)ʮ̡). From
1999 to 2002, Mr. Liu served as the chairman of Fujian Spring Real Estate Co., Ltd. (݆ܔ
ʮ̡).
In 2017, Mr. Liu was awarded as Outstanding Entrepreneur of Liaoning Province ( ፱ྐྵ
࢕Mr. Liu was also a deputy to the 13th Liaoning Provincial People’s Congress
(ɽึ) in 2018. Mr. Liu was named as the Top 10 Entrepreneurial
Leaders of Listed Companies in China (يin 2020 by Securities
Times (జ) and he has been the chairman of the council to the Listed Company
Association of Xiamen (ɪ̹ʮ̡՘ึ) since March 2023.
Mr. Liu was (i) the legal representative, the chairman and a director of Henan Chuntian
Culture Advertising Co., Ltd., the business license of which was revoked in September 1998,
(ii) the legal representative, the chairman and a director of Henan Y ouhe Business Co., Ltd.,
the business license of which was revoked in September 1998, (iii) the legal representative, the
chairman and a director of Fujian Spring Real Estate Co., Ltd., the business license of which
was revoked in January 2003, and (iv) the legal representative, the chairman and a director of
Henan Jianye Decoration Engineering Co. Ltd., the business license of which was revoked in
December 2003. As of the time of the revocation, the aforementioned companies were not
insolvent, had any outstanding liabilities nor was involved in any pending claims. To the best
knowledge of our Directors, the reason for revocation of business license of the
aforementioned companies was cessation of business, which has not resulted in any
punishment or fines imposed by any competent authorities, nor has it resulted in any
outstanding or potential claims or liabilities against the aforementioned companies and Mr.
Liu, and there is no material matter that should be brought to the attention of the Stock
Exchange or the Shareholders in this regard.
Mr. Liu obtained a bachelor’s degree of engineering from Tongji University ( Ν᏶ɽኪ)
in the PRC in July 1984.
Mr. Zhang Gaolu ( ௝৷༩), aged 49, joined our Group in April 2017 and has served as
the deputy chairman of the Board since April 2017. Mr. Zhang was re-designated as our
executive Director in November 2024. Mr. Zhang is responsible for advising on and
participating in the decision-making of the overall formulation of strategic objectives and
strategic development of the Group. Mr. Zhang is also serving as executive director and general
manager of a wholly-owned subsidiary of our Company.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 244 –


--- page 255 ---
Mr. Zhang has over 20 years’ experience in private equity investment and extensive
management expertise. Mr. Zhang has been working at Guoli Minsheng, our Single Largest
Shareholder, since November 2000, where he consecutively served as the deputy general
manager and deputy chairman of the board and is currently serving as the chairman of the board
and general manager of Guoli Minsheng. He has also been serving as a director of Addsino Co.,
Ltd. (ʮ̡, previously known as Chinascholars Group Co., Ltd. ( ग़ψ
ʮ̡)), a company listed on the Shenzhen Stock Exchange (stock code:
000547), since July 2006. Mr. Zhang has been serving as the executive director and manager
of Beijing Huihuang V enture Capital Consulting Co., Ltd. (ʮ̡)
since July 2015.
Mr. Zhang has been a member of the 13th Fujian Provincial Committee of the Chinese
People’s Political Consultative Conference (ึ) and the deputy
director of the Committee on Economic Affairs since 2023. He has also been the vice chairman
of the 12th Fujian Provincial Federation of Industry and Commerce (Chamber of Commerce)
(ʈਠุᑌΥึ(ᐼਠึ)) since 2022.
Mr. Zhang graduated from Nanjing University of Science and Technology (ԯଣʈɽኪ)
in the PRC in July 1996.
Mr. Zhang Qingmiao (ߴ)aged 56, joined our Group as the general manager of our
Company in September 2007. Mr. Zhang was re-designated as our executive Director in
November 2024. Mr. Zhang is responsible for formulation of business strategies, management
of the administrative affairs and presiding over the daily operation and internal system
management of the Group. Mr. Zhang is also serving as chairman/deputy chairman of the
board, general manager, or director in certain of our subsidiaries.
Mr. Zhang has over 30 years’ experience in business development and management. Mr.
Zhang served as an order reviewer at Fujian Ocean Industrial Co., Ltd. (΅
ʮ̡) from July 1990 to December 1991. He also served as the manager of the export
department at Xiamen Huashun Food Industry Co., Ltd. (ʮ̡) from
January 1992 to August 1998. Mr. Zhang served as the general manager of Wuxi Huashun Food
Industry Co., Ltd. (ʮ̡) from September 1998 to July 2005. From
August 2005 to August 2007, Mr. Zhang served as the general manager of Wuxi Huashun
Minsheng Food Co., Ltd. (ʮ̡).
Mr. Zhang has been a member of the standing council of China Aquatic Products
Processing and Marketing Alliance (ஷၾ̋ʈ՘ึ) since October 2012 and the
chairman of Fujian Provincial Aquatic Products Processing and Marketing Alliance (˥
ஷ՘ึ) since October 2020. Mr. Zhang has also been serving as a council member
of the Chinese Institute of Food Science and Technology (ኪҦஔኪึ) and vice
chairman of the Frozen and Refrigerated Food Division since October 2011. In 2023, Mr.
Zhang won the Chinese Institute of Food Science and Technology’s Outstanding Contribution
to Science and Technology Innovation Award (্̈ᘠᆤ)
and was recognized as Fujian Province High-Caliber Personnel (Level A) (৷ᄴϣAᗳ
ɛʑ), and he was also recognized as Xiamen High-Caliber Personnel (Level A) (৷ᄴϣ
Aᗳɛʑ) in 2024. In December 2023, Mr. Zhang was appointed as an industry professor at the
School of Food, Jiangnan University (ɽኪ); in September 2024, he was appointed as an
expert and thesis reviewer for the master’s degree thesis committee of the MBA program at the
School of Management, Xiamen University (ɽኪ).
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 245 –


--- page 256 ---
Mr. Zhang obtained a bachelor’s degree of science and a master’s degree of business
administration from Xiamen University (ɽኪ) in the PRC in July 1990 and December
2002, respectively. Mr. Zhang obtained the qualification of a senior economist from the Fujian
Provincial Department of Human Resources and Social Security (ღ
ᝂ) in December 2011.
Mr. Huang Jianlian (ᑌ), aged 53, joined our Group in September 2007 and has
been the deputy general manager of our Company since February 2011. Mr. Huang was
appointed as a Director in September 2024 and was re-designated as our executive Director in
November 2024. Mr. Huang is responsible for the overall management of the production
system, coordinating and planning the procurement, quality control, production safety and
techniques of the Group. Mr. Huang also holds positions as the general manager or director in
certain subsidiaries of our Group.
Prior to joining our Group, Mr. Huang served as a unit director of Xiamen Huashun Food
Industry Co., Ltd. (ʮ̡) from July 1993 to September 2001. He was
the director in charge of Xiamen Jinguanshun Food Co., Ltd. (ʮ̡) from
September 2001 to August 2002 and Fujian Fuhua Food Co., Ltd. (ʮ̡)
from March 2003 to September 2007. He has also been the supervisor of Fujian Fuhua Food
Co., Ltd. (ʮ̡) since April 2007.
Mr. Huang has extensive experience and expertise in the food industry especially in the
fields of aquatic product processing. Mr. Huang has been an executive council member of the
fourth council of the Food Equipment and Intelligent Manufacturing Division under the
Chinese Institute of Food Science and Technology (ༀ௪ၾ౽ঐႡ
ிʱึ) since October 2021, and currently he also serves as the deputy director of both the
National Food Industry Standardization Technical Committee Aquatic Products Processing
Sub-Technical Committee (ึ) and the
National Fisheries Standardization Committee Aquatic Products Processing Technical
Committee (ึ), as well as a member of the
National Technical Committee for Aquatic Products Standardization ( Ό਷˥ପᅺ๟ʷҦஔ։
ึ) and the National Technical Committee for Standardization of Meat, Poultry, and Egg
Products (ึ). In addition, Mr. Huang has been a member of
the Expert Committee on National Aquatic Product Processing Technology Research and
Development System (ึ) since June 2023. In July
2024, he was appointed as an enterprise (industry) expert for the doctor of professional studies
in biology and medicine at Jiangnan University (ɽኪ). Mr. Huang was recognized as
Fujian Province High-Caliber Personnel (Level A) (৷ᄴϣAᗳɛʑ) in 2023 and
Xiamen High-Caliber Personnel (Level A) (৷ᄴϣAᗳɛʑ) in 2024.
Mr. Huang obtained a bachelor’s degree in food engineering from Nanchang University
(ɽኪ) in the PRC in July 1993. Mr. Huang obtained the qualification of senior engineer
from Xiamen Municipal Human Resources and Social Security Bureau (ٟ
ღ҅) in February 2023.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 246 –


--- page 257 ---
Non-executive Directors
Dr. Zheng Y anan (ی)aged 70, joined our Group as a Director in May 2023 and was
re-designated as our non-executive Director in November 2024. Dr. Zheng is mainly
responsible for overseeing our Group’s management and providing advice on strategic
development through participation in the Board.
Dr. Zheng has extensive experience in various leadership roles within the corporate and
equity investment sector. Dr. Zheng has served as the chairman of the board of Pacific
Securities Co., Ltd. (ʮ̡), a company listed on the Shanghai Stock
Exchange (stock code: 601099), since July 2009. He has also served as the executive director
and manager of Chinascholars Equity Investment Co., Ltd. (ʮ̡) since
March 2018, a director of Unicom Innovation Equity Investment Management (Chengdu) Co.,
Ltd. (ᛆҳ༟၍ଣ(ϓே)ʮ̡) (currently known as Lianchuang Innovation
Private Equity Fund Management (Chengdu) Co., Ltd. (၍ଣ(ϓே)ʮ
̡)) since April 2017, the executive director of Beijing Huixingda Investment Consulting Co.,
Ltd. (ʮ̡) from November 2011 then as the supervisor since June
2016, the executive director and general manager of Xinrong Zhihui Technology Development
Co., Ltd. (ʮ̡) since March 2014, a director of Beijing Oulian
Products Security Technology Service Co., Ltd. (ਕ(̏ԯ)ʮ̡) since
March 2006, and the chairman of the board of Dahua Dalu Investment Co., Ltd. ( ɽശɽ௔ҳ
ʮ̡) since October 2007.
Dr. Zheng obtained a bachelor’s degree of economics from Peking University ( ̏ԯɽኪ)
in the PRC in July 1982, a master’s degree of economics from the Graduate School of Chinese
Academy of Social Sciences (Ӻ͛৫) in the PRC in December 1985, and a
doctoral degree of management from Wuhan University of Technology (ဏଣʈɽኪ)i nt h e
PRC in June 2004.
Mr. Dai Fan ( Ꮦɭ), aged 68, joined our Group as a Director in May 2023 and was
re-designated as our non-executive Director in November 2024. Mr. Dai is mainly responsible
for overseeing our Group’s management and providing advice on strategic development
through participation in the Board.
Mr. Dai has been serving as a director of Guoli Minsheng since August 2023. He worked
at Howden Group, a company engaging in provision of mission critical air and gas handling
products and services, for more than 25 years from May 1994 to September 2022. From May
1994 to December 2007, Mr. Dai worked at Howden Fedco Ltd., Howden Engineering (S.E.
Asia) Ltd. and Howden Burton Corblin Asia Ltd. in Hong Kong as the regional sales manager.
He then joined Howden Hua Engineering Co., Ltd. as the general sales manager of compressors
in January 2008. From August 2001 to January 2010, he was also a director of Neworld
International Investments Limited, a company engaging in investment business. He served as
a director at Wuxi Huashun Food Industry Co., Ltd. (ʮ̡) from
September 1998 to November 2010.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 247 –


--- page 258 ---
Mr. Dai graduated from Y angzhou Industrial College (ࣧcurrently
known as Y angzhou University ( ౮ψɽኪ)) in the PRC in July 1982, majoring in heating and
industrial ventilation engineering, and he obtained a master’s degree of business administration
from The University of Dundee in the United Kingdom in December 1993.
Independent Non-executive Directors
Dr. Zhao Bei ( Ⴛႍ), aged 67, joined our Group as an independent Director in May 2023
and was re-designated as our independent non-executive Director in November 2024. Dr. Zhao
is responsible for supervising and providing independent judgment to our Board.
Dr. Zhao has over 20 years of teaching experience in the field of management studies. Dr.
Zhao was a lecturer in the Department of Finance and Banking from 1986 to 1988, an associate
professor from 1996 to 1997 and has been a professor and PhD supervisor since 2005 at the
School of Management of Xiamen University (ɽኪ). Dr. Zhao served as a Doctoral
Demonstrator at The University of Hong Kong from 1997 to 2003. Prior to that, Dr. Zhao
served as personal financial manager at Royal Bank of Canada Centre. From 1988 to 1996, Dr.
Zhao consecutively held teaching positions at various universities in Canada, including Saint
Mary’s University, Acadia University, Algoma University and Mount Allison University.
Dr. Zhao serves as (i) an independent director of Xiamen King Long Motor Group Co.,
Ltd. (ʮ̡), a company listed on the Shanghai Stock Exchange
(stock code: 600686), since September 2020, and (ii) an independent director of Contemporary
Amperex Technology Co., Limited (ʮ̡), a company listed on
the Shenzhen Stock Exchange (stock code: 300750) and the Stock Exchange (stock code:
3750), since August 2023. She also serves as an independent director of Hrain Biotechnology
Co., Ltd. (ʮ̡) since June 2021, and an independent director
of Zhongqiao Sports Co., Ltd. (ʮ̡) since November 2021.
Previously, Dr. Zhao was (i) an independent director of Fujian Septwolves Industry Co.,
Ltd. (ʮ̡), a company listed on the Shenzhen Stock Exchange (stock
code: 002029), from April 2017 to July 2022, (ii) an independent director of Huaxia Eye
Hospital Group Co., Ltd. (ʮ̡), a company listed on the Shenzhen
Stock Exchange (stock code: 301267), from December 2019 to December 2022, and (iii) an
independent non-executive director of Asia Television Holdings Limited, a company listed on
the Stock Exchange (stock code: 0707) from June 2005 to October 2015.
Dr. Zhao obtained a bachelor’s degree of economics from Xiamen University (ɽኪ)
in the PRC in July 1982, a master’s degree of business administration from Dalhousie
University in Canada in February 1986, and a doctoral degree of management in The
University of Hong Kong in December 2003.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 248 –


--- page 259 ---
Ms. Zhang Mei ( ੵૠ), aged 53, joined our Group as an independent Director in May
2023 and was re-designated as our independent non-executive Director in November 2024. Ms.
Zhang is responsible for supervising and providing independent judgment to our Board.
Ms. Zhang has been an accounting professor at Fujian Jiangxia University (ኪ
৫) (formerly known as Fujian Economic Management Cadres College (຾᏶၍ଣ฀௅ኪ
৫)) since July 1993. Ms. Zhang has been serving as an independent director of Strait
Innovation Internet Co., Ltd. (ʮ̡), a company listed on the
Shenzhen Stock Exchange (stock code: 300300), since November 2020. She also serves as a
director of Fujian Anxi Rural Commercial Bank Co., Ltd. (ʮ
̡) since July 2020.
Previously, Ms. Zhang was (i) an independent director of Fujian Boss Software Corp. ( ၅
ʮ̡), a company listed on the Shenzhen Stock Exchange (stock code:
300525), from July 2018 to June 2024, (ii) an independent director of Fujian Nanping Sun
Cable Co., Ltd. (ʮ̡), a company listed on the Shenzhen Stock
Exchange (stock code: 002300), from May 2019 to May 2024, and (iii) an independent director
of Fujian Apex Software Co., Ltd. (ʮ̡), a company listed on the
Shanghai Stock Exchange (stock code: 603383), from July 2022 to May 2024.
Ms. Zhang has been a registered member of The Chinese Institute of Certified Public
Accountants (՘ึ), accredited by The Fujian Institute of Certified Public
Accountants since December 2009 and a Certified Public V aluer by China Appraisal Society
(ʕ਷༟ପ൙П՘ึ) since June 1999.
Ms. Zhang obtained a bachelor’s degree of accounting and a master’s degree of
accounting from Fuzhou University ( ၅ψɽኪ) in the PRC in July 1993 and March 2005,
respectively.
Mr. Zhang Yueping ( ੵᚔ̻), aged 53, joined our Group as an independent Director in
May 2023 and was re-designated as our independent non-executive Director in November
2024. Mr. Zhang is responsible for supervising and providing independent judgment to our
Board.
Mr. Zhang has been working at Fujian Institute of Oceanography (הsince
1992 and is currently a researcher of the Department of Marine Biology of Fujian Institute of
Oceanography (הspecializing in marine biology research. Mr. Zhang serves as
the chairman of the supervisory board of the Xiamen Ocean and Fisheries Society (̹ऎ
ၾ˥ପኪึ) since February 2023. He also serves as a member of the 9th standing council
of Fujian Society of Fisheries (˥ପኪึ) since April 2021.
Mr. Zhang obtained a bachelor’s degree of science from Xiamen University (ɽኪ)
in the PRC in July 1992.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 249 –


--- page 260 ---
Dr. Liu Xiaofeng (ࢤ)aged 63, has been appointed as an independent non-executive
Director with effect from the Listing Date, primarily responsible for supervising and providing
independent judgment to our Board.
Currently, Dr. Liu has been an independent non-executive director of the following
companies listed on the Hong Kong Stock Exchange: (i) Logory Logistics Technology Co., Ltd.
(ʮ̡) (stock code: 2482) since October 2021; (ii) Sunfonda
Group Holdings Limited (stock code: 1771) since May 2017; and (iii) China Risun Group
Limited (stock code: 1907) since October 2024.
Previously, Dr. Liu was (i) an independent non-executive director of Cinda International
Holdings Limited (stock code: 0111) from July 2016 to July 2024; (ii) an independent
non-executive director of AAG Energy Holdings Limited (stock code: 2686) from August 2018
to July 2023; (iii) an independent non-executive director of Honghua Group Limited (stock
code: 0196) from January 2008 to November 2021; (iv) an independent non-executive director
of Hisense Home Appliances Group Co., Ltd. (ʮ̡) (formerly known
as Hisense Kelon Electrical Holdings Co., Ltd. (ʮ̡)) (stock code:
0921) from September 2017 to August 2018; (v) an independent non-executive director of
Haier Electronics Group Co., Ltd., a company previously listed on the Stock Exchange and
delisted in December 2020, from June 2007 to June 2014; and (vi) an independent
non-executive director of Kunlun Energy Company Limited (stock code: 0135) from April
2004 to May 2025.
Dr. Liu has over 30 years of experience in corporate finance and has served in a number
of international financial institutions since 1993. Dr. Liu was an independent director at UBS
Securities Co., Ltd. from June 2016 to June 2022. Prior to that, Dr. Liu, worked at China
Resources Capital Holdings Company Limited as the managing director from March 2010 to
January 2016, at DBS Asia Capital Limited as the managing director and Head of China from
September 2005 to August 2009, at N.M. Rothschild & Sons (HK) Limited as the head of China
investment banking department from February 2003 to March 2005, at J.P . Morgan Securities
(Asia Pacific) Limited as the vice-president of the investment banking department from April
2000 to January 2003, and at N.M. Rothschild & Sons Limited and N.M. Rothschild & Sons
(HK) Limited from October 1993 to April 2000, where his last position was the director of
corporate finance department.
Dr. Liu obtained a bachelor’s degree in political economics from the Southwestern
University of Finance and Economics (ৌ຾ɽኪ) (formerly known as Sichuan Economic
College ( ̬ʇৌ຾ኪ৫)) in the PRC in July 1983. He obtained a master’s degree in
development studies from the University of Bath, United Kingdom in December 1987. Dr. Liu
also obtained a master’s degree and a doctorate degree from the Faculty of Economics,
University of Cambridge, United Kingdom in October 1988 and May 1994, respectively.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 250 –


--- page 261 ---
SUPERVISORY COMMITTEE
The following table sets out the key information about our Supervisors.
Name Age Position/Title
Time of
Joining our
Group
Date of
Appointment
as a Supervisor Responsibilities
Mr. Zhang Guangxi
(ੵΈᖗ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
54 Chairman of the
Supervisory
Committee
May 2023 May 2023 Supervising the finance of
our Group and
exercising supervision
over the Directors and
senior management
Mr. Zhang Wei
(ੵਃ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
39 Employee
Supervisor
January 2008 May 2023 Supervising the finance of
our Group and
exercising supervision
over the Directors and
senior management
Ms. Wang Xiaojiao
(ˮʃᄮ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
45 Employee
Supervisor
October 2018 May 2024 Supervising the finance of
our Group and
exercising supervision
over the Directors and
senior management
Mr. Zhang Guangxi ( ੵΈᖗ), aged 54, was appointed as the chairman of the Supervisory
Committee in May 2023. Mr. Zhang is responsible for supervising the finance of our Group and
exercising supervision over the Directors and senior management.
Mr. Zhang has served as the finance director of Dahua Dalu Investment Co., Ltd. ( ɽശ
ʮ̡) since October 2007. He has been the supervisor of Chinascholars Equity
Investment Co., Ltd. (ʮ̡) since March 2014 and the supervisor of
Unicom Innovation Equity Investment Management (Chengdu) Co., Ltd. (ᛆҳ༟၍
ଣ(ϓே)ʮ̡) (currently known as Lianchuang Innovation Private Equity Fund
Management (Chengdu) Co., Ltd. (၍ଣ(ϓே)ʮ̡)) since August
2022. He was a supervisor of Addsino Co., Ltd. (ʮ̡), a company
listed on the Shenzhen Stock Exchange (stock code: 000547), from June 2011 to November
2022.
Mr. Zhang was the supervisor of Sanhe Tiancheng Technology and Trading Co., Ltd., the
business license of which was revoked in January 2008. As of the time of the revocation, the
aforementioned company was not insolvent, had any outstanding liabilities nor was involved
in any pending claims. To the best knowledge of our Directors, the reason for revocation of
business license of the aforementioned company was cessation of business, which has not
resulted in any punishment or fines imposed by any competent authorities, nor has it resulted
in any outstanding or potential claims or liabilities against the aforementioned company and
Mr. Zhang, and there is no material matter that should be brought to the attention of the Stock
Exchange or the Shareholders in this regard.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 251 –


--- page 262 ---
Mr. Zhang obtained a bachelor’s degree in accounting from China Central Radio and
Television University ( ʕ̯ᄿᅧཥൖɽኪ) (currently known as The Open University of China
(ɽኪ)) in the PRC in January 2007.
Mr. Zhang Wei ( ੵਃ), aged 39, joined our Group in January 2008 and was elected as an
employee Supervisor in May 2023. Mr. Zhang is responsible for supervising the finance of our
Group and exercising supervision over the Directors and senior management.
From January 2008 to February 2018, Mr. Zhang worked at the logistics department
(formerly known as the storage and transportation division under the internal affairs
department) of our Company where his last position is the department manager. He then
consecutively served as the manager of production department and the manager of procurement
department of our Company from February 2018 to May 2019. Mr. Zhang has been serving as
the manager of administration department of our Company since May 2019, responsible for
human resources management.
Mr. Zhang graduated from the Professional Online Education Program in food quality and
safety from Jiangnan University (ɽኪ) in the PRC in January 2022.
Ms. Wang Xiaojiao ( ˮʃᄮ), aged 45, joined our Group in October 2018 and was elected
as an employee Supervisor in May 2024. Ms. Wang is responsible for supervising the finance
of our Group and exercising supervision over the Directors and senior management.
Ms. Wang has worked at the general affairs department of the Company since October
2018, successively serving as a junior staff from October 2018 to December 2018, a staff from
January 2019 to June 2021, a chief officer from July 2021 to May 2024, and a senior officer
since June 2024. Prior to joining our Group, she served as a clerk in the admissions office at
Fujian Huaxia Advanced Technical School (ࣧfrom June 2010 to
September 2018.
Ms. Wang obtained a vocational secondary school degree in pre-primary education from
Fujian Anxi Overseas Chinese V ocational College (τ๣ശ྆ᔖุʕਖ਼) in the PRC in
June 1998.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 252 –


--- page 263 ---
SENIOR MANAGEMENT
The following table sets forth the key information about our senior management.
Name Age Position/Title
Time of
Joining our
Group
Date of
Appointment
as a Member
of Senior
Management Responsibilities
Mr. Zhang Qingmiao
(ߴ)H1118/H1118/H1118/H1118/H1118/H1118/H1118
56 Executive Director
and general
manager
September
2007
September 2007 Formulation of business
strategies, management
of the administrative
affairs and presiding
over the daily operation
and internal system
management of the
Group
Mr. Huang Jianlian
(ᑌ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
53 Executive Director
and deputy
general manager
September
2007
February 2011 Overall management of
the production system,
coordinating and
planning the
procurement, quality
control, production
safety and techniques of
the Group
Mr. Huang Qingsong
(ؒ)H1118/H1118/H1118/H1118/H1118/H1118/H1118
56 Deputy general
manager
September
2007
February 2011 Marketing and sales
management of the
main business, planning
and establishing the
marketing system of the
Group based on the
development strategy
Ms. Tang Yi
(ۯࡥ)H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
50 Chief financial
officer
July 2010 February 2011 Overall financial
management and
budgeting of the Group
Mr. Liang Chen
(૑ો) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
41 Board secretary March 2010 February 2011 Corporate governance,
internal control,
investor relations,
information disclosure
of the Group and
capital market affairs
and providing support
and assistance to
meetings of the Board
and shareholders
Note: Mr. Liang Chen, our Board secretary, is the nephew of Mr. Liu Mingming. Saved as disclosed above,
each of our senior management members had no relationship with other Directors, Supervisors or senior
management members of our Company as of the Latest Practicable Date.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 253 –


--- page 264 ---
Mr. Zhang Qingmiao (ߴ)aged 56, is an executive Director and the general
manager of our Company. For the biography of Mr. Zhang, please refer to “— Board of
Directors — Executive Directors” in this section.
Mr. Huang Jianlian (ᑌ), aged 53, is an executive Director and the deputy general
manager of our Company. For the biography of Mr. Huang, please refer to “— Board of
Directors — Executive Directors” in this section.
Mr. Huang Qingsong (ؒ)aged 56, has been the deputy general manager of our
Company since February 2011. Mr. Huang also serves as the executive director and general
manager of Wuxi Anjoy Foods Marketing Co., Ltd. (ʮ̡), a wholly-
owned subsidiary of our Company.
Mr. Huang joined Wuxi Huashun Food Industry Co., Ltd. (ʮ̡)
in September 1998 and served as the deputy general manager from April 2002 to November
2010. From July 1996 to May 1997, Mr. Huang worked at Xiamen Xiangyu Free Trade Zone
Guangyuan International Trade Company (ʮ̡). Mr. Huang
worked at Xiamen International Seamen Club (ᆀ௅) from September 1993 to
June 1996.
Mr. Huang was accredited as a senior economist by the Fujian Provincial Department of
Human Resources and Social Security (ღᝂ) in February 2015 and
he was awarded the business marketing qualification certificate by Xiamen Personnel Bureau
(̹ɛԫ҅) in December 1997.
Mr. Huang obtained a bachelor’s degree in business management from Huaqiao
University ( ശ྆ɽኪ) in the PRC in July 1990.
Ms. Tang Yi (ۯࡥ)aged 50, joined our Group in July 2010 as a finance manager at Wuxi
Huashun Food Industry Co., Ltd. (ʮ̡) and has served as the chief
financial officer of our Group since February 2011. Ms. Tang also holds positions as finance
director or supervisor in certain subsidiaries of our Group.
Ms. Tang served as a finance manager at Wuxi Huashun Food Industry Co., Ltd. ( ೌ፼ശ
ʮ̡) from September 2001 to November 2010. Ms. Tang served as a finance
manager at Lida Technology (Wuxi) Co., Ltd. (Ҧ(ೌ፼)ʮ̡) from September 1999
to August 2001 and Wuxi Xinkexin Special Welding Materials Co., Ltd. (त၇ଔҿ
ʮ̡) from September 1998 to September 1999.
Ms. Tang graduated from Donghua University (ശɽኪ) (formerly known as China
Textile University ( ʕ਷५ᔌɽኪ)) in the PRC majoring in accounting in July 2003. Ms. Tang
was accredited as a senior economist by the Jiangsu Provincial Department of Personnel ( Ϫ
ɛԫᝂ) in December 2008.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 254 –


--- page 265 ---
Mr. Liang Chen ( ૑ો), aged 41, joined our Group in March 2010 and has been the Board
secretary since February 2011. He was a Director from January 2015 to April 2017 and
resigned as a Director due to other work arrangement within our Group. Mr. Liang is also
serving as supervisor or director in certain subsidiaries of our Group.
Mr. Liang has served as an independent director of Xin Hee Co., Ltd. (ʮ
̡), a company listed on the Shenzhen Stock Exchange (stock code: 003016), since August
2022, and an independent director of Ligao Foods Co., Ltd. (ʮ̡), a
company listed on the Shenzhen Stock Exchange (stock code: 300973), since November 2023.
Mr. Liang has extensive experience and qualifications in capital operation, investor
relation management and corporate governance of listed companies. In August 2013, Mr. Liang
obtained the board secretary qualification certificate from the Shanghai Stock Exchange. In
October 2022, he acquired the independent director qualification certificate from the Shenzhen
Stock Exchange. Mr. Liang was engaged as the supervisor of CPC member conduct and
integrity at the CSRC Xiamen Bureau (ᗇ္҅) for the period from December
2022 to December 2025. In April 2023, he was appointed as a member of the independent
directors committee and deputy secretary-general of The Listed Company Association of
Xiamen (ɪ̹ʮ̡՘ึ) for a five-year term. Mr. Liang has been a member of the Xiamen
Haicang District Committee of the Chinese People’s Political Consultative Conference (ژ
ึ) since December 2021.
Mr. Liang was named as the Outstanding Board Secretaries of Main Board Listed
Companies in China (ɪ̹ʮ̡ᎴӸ໨।) in 2019 and 2020 by Securities Times ( ᗇ
జ), and he was consecutively awarded the New Fortune Gold Medal Board Secretary ( อ
೐໨।) by New Fortune magazine in 2023 and 2024. In 2024, he also received the
“Golden Quality Award — Outstanding Board Secretary” (ሯᆤ— ᎴӸ໨।ᆤ)
jointly presented by Shanghai Securities News and China Securities Journal and was
recognized as Xiamen High-Caliber Personnel (Level B) (৷ᄴϣBᗳɛʑ).
Mr. Liang obtained a bachelor’s degree in law from Taiyuan University of Technology ( ˄
ଣʈɽኪ) in the PRC in July 2006. Mr. Liang obtained a master’s degree in constitutional
law and administrative law from Zhengzhou University ( ቍψɽኪ) in the PRC in June 2010.
FURTHER INFORMATION ABOUT OUR DIRECTORS AND SENIOR
MANAGEMENT
Prior to the Track Record Period, there were several incidents involving our Directors and
senior management members, primarily due to inadvertent oversight, unintentional actions,
and/or unfamiliarity with the relevant disclosure requirements, who were subject to
administrative regulatory measures by the Xiamen Regulatory Bureau of the CSRC (“CSRC
Xiamen Bureau”) and/or self-disciplinary action or self-regulatory measure by the Shanghai
Stock Exchange (“SHSE”) and/or the Shenzhen Stock Exchange (“SZSE”), details of which are
as follows:
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 255 –


--- page 266 ---
(i) on March 18, 2020, the CSRC Xiamen Bureau took the administrative regulatory
measure of regulatory interview on Mr. Liu Mingming (“Mr. Liu”), the Chairman of
the Board and executive Director, in relation to his sale of 1,000 Shares at the price
of RMB70.105 per Share on February 25, 2020, with the closing price of Shares
being RMB73.20 per Share on the same date, without disclosing his share reduction
plan in advance in accordance with the applicable regulations and rules. According
to Mr. Liu, he mistakenly input the wrong stock code when he intended to sell the
shares of other companies in his stock account; upon realizing the mistake himself
on the same date, Mr. Liu promptly informed the Company and recorded no
significant monetary gains from the mistaken sale; on April 9, 2020, the SHSE took
the self-regulatory measure of verbal warning against Mr. Liu on the same matter.
On November 29, 2021, the SHSE took the self-disciplinary action of public
criticism against Mr. Liu for failing to cease disposal of Shares held by him,
representing approximately 1.31% of the then issued share capital of the Company,
upon reaching the relevant stop-trading threshold after July 2, 2020 and untimely
filing of the report on the simplified shareholding changes until July 3, 2021 in
accordance with the then effective regulations. The failure to make relevant
disclosure and failure to cease disposal of Shares upon reaching the stop-trading
threshold was primarily attributable to (a) unfamiliarity with and misunderstanding
of the filing requirements for shareholders’ disclosure of interests, and (b)
miscalculation and overlook of the passive reduction in Mr. Liu’s shareholding in
our Company over a relatively long period as a result of the public issuance of
convertible bonds and implementation of share incentive plan which diluted Mr.
Liu’s shareholding leading to the passive reduction. Mr. Liu identified the delayed
filing mistake himself and informed the Company once he was aware of such
mistake in June 2021, and the Company timely reported such mistake to the SHSE
afterwards; on December 27, 2021, the CSRC Xiamen Bureau took the
administrative regulatory measure of regulatory interview on Mr. Liu in relation to
the aforementioned incident;
(ii) in May and October 2007, the SZSE took the self-disciplinary action of public
criticism against, amongst others, Mr. Zhang Gaolu (“Mr. Zhang”), the deputy
Chairman of the Board and executive Director, being a director of Chinascholars
Group Co., Ltd. (“Chinascholars”) who did not engage in its daily management and
operation, for (a) Chinascholars’ untimely disclosure of an investment made by one
of its subsidiaries in November 2006, due to the lack of timely communication
between Chinascholars and such subsidiary, and (b) untimely disclosure of the
change of de facto controller of Chinascholars in June 2006, due to the mistaken
interpretation of the relevant disclosure requirements by the relevant staff working
in the securities department. In November 2011, the SZSE took the self-disciplinary
action of public criticism against Guoli Minsheng, in which Mr. Zhang was the then
de facto controller and a director, for short-swing trading of the listed shares of
Chinascholars by Guoli Minsheng in July 2011 within the six-month restriction
period after participation of Chinascholars’ private placement in April 2011, due to
the mistaken interpretation by the relevant staff working in the securities department
that the short-swing trading restrictions did not apply to private placement. Mr.
Zhang had not approved, or discussed with the relevant staff working in the
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 256 –


--- page 267 ---
securities department of Chinascholars and Guoli Minsheng on the aforementioned
non-disclosure and short-swing trading incidents, as the daily information disclosure
and trading activities management work had been delegated to the securities
department;
(iii) on July 27, 2020, the CSRC Xiamen Bureau took the administrative regulatory
measure of issuance of caution letters to Mr. Huang Jianlian, the executive Director
and deputy general manager of our Company, and Mr. Huang Qingsong, the deputy
general manager of our Company, respectively, for their early sale of 200,000 and
189,000 Shares, respectively, being approximately 0.08% of the Company’s total
share capital, within the 15-day restriction period in accordance with the applicable
regulations and rules after disclosing their respective share reduction plans. The
sales were unintentional and primarily attributable to the miscalculation of the
15-trading day period without taking into consideration the public holidays in
Mainland China. Each of Mr. Huang Jianlian and Mr. Huang Qingsong promptly
informed the Company and recorded no monetary gains from the sales as the trading
price of Shares increased afterwards; on December 2, 2020, the SHSE took the
self-disciplinary action of public criticism against Mr. Huang Jianlian and Mr.
Huang Qingsong in relation to the aforementioned incident; and
(iv) on July 9, 2019, the SHSE took the self-regulatory measure of verbal warning
against Mr. Liang Chen, our Board secretary who is responsible for the information
disclosure work, for operational errors by a staff working in the securities
department, including untimely responding to the vetting officer’s confirmation
requests in SHSE’s reporting system for publication of announcements and trading
halt and resumption, and untimely reservation of the publication date of the first
quarterly report of 2019. Nevertheless, all aforementioned disclosure documents
were made public within the prescribed deadline as required by the applicable laws
and regulations.
As at the Latest Practicable Date and to our best knowledge, (i) all such incidents have
been concluded, (ii) there has not been any further regulatory request to, action against or
correspondence with our Group or the relevant Directors or senior management members from
or by the SHSE, the SZSE and/or the CSRC Xiamen Bureau, and (iii) other than disclosed
above, Mr. Liu, Mr. Zhang, Mr. Huang Jianlian, Mr. Huang Qingsong and Mr. Liang Chen have
not been imposed any other penalties or involved in any other investigation, hearing or
proceeding brought or instituted by any securities regulatory authority or stock exchange,
relating to the aforementioned incidents.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 257 –


--- page 268 ---
Notwithstanding the above incidents, our Board is of the view that such administrative
regulatory measures, self-disciplinary actions and self-regulatory measures do not impugn the
integrity or suitability of Mr. Liu, Mr. Zhang, Mr. Huang Jianlian, Mr. Huang Qingsong and Mr.
Liang Chen to serve as our Directors and/or senior management members of the Company
under Rules 3.08 and 3.09 of the Listing Rules, based on the following factors:
 all such incidents took place before the Track Record Period and each of Mr. Liu,
Mr. Zhang, Mr. Huang Jianlian, Mr. Huang Qingsong and Mr. Liang Chen has not
experienced any similar incident since the commencement of the Track Record
Period and as of the Latest Practicable Date;
 all non-compliant conducts involved in such incidents were unintentional and
primarily due to inadvertent oversight, unfamiliarity with and/or mistaken
interpretation of the relevant disclosure requirements, and did not involve findings
of fraud and dishonesty on the part of each of Mr. Liu, Mr. Zhang, Mr. Huang
Jianlian, Mr. Huang Qingsong and Mr. Liang Chen or raise concern on their
respective integrity; and once being aware of the non-compliant conducts, the
relevant individuals took rectification measures as appropriate, including attending
training sessions and making the relevant disclosure;
 as advised by our PRC Legal Advisor, none of the administrative regulatory
measures of regulatory interview and issuance of caution letters taken by the CSRC
Xiamen Bureau, the self-disciplinary action of public criticism and the self-
regulatory measure of verbal warning taken by the SHSE or SZSE constitutes a
major or severe administrative regulatory measure or self-disciplinary action or
self-regulatory measure, nor do they constitute administrative penalties or public
censure under the PRC securities regulatory laws, regulations or rules on each of Mr.
Liu, Mr. Zhang, Mr. Huang Jianlian, Mr. Huang Qingsong and Mr. Liang Chen;
furthermore, given that the securities regulatory authority or the stock exchange has
already taken administrative regulatory measures, self-disciplinary actions or
self-regulatory measures regarding the aforementioned non-compliant conducts of
the relevant Directors and senior management members, and they have also taken
appropriate rectification measures, including attending training sessions and making
relevant disclosures, the possibility that the securities regulatory authority or the
stock exchange takes further measure or action against the relevant Directors and
senior management members in respect of the aforementioned non-compliant
conducts is remote;
 as advised by our PRC Legal Advisor, the administrative regulatory measures, the
self-disciplinary actions and self-regulatory measure in relation to all such incidents
would not impair, and there has not been any rulings made by the competent
authorities that affect, the suitability of each of Mr. Liu, Mr. Zhang, Mr. Huang
Jianlian, Mr. Huang Qingsong and Mr. Liang Chen to serve as a director and/or
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 258 –


--- page 269 ---
senior management member of a PRC company (including listed companies) or as
a Director and/or senior management member of the Company, pursuant to the PRC
Company Law, the PRC Securities Law and other PRC laws and regulations; and
 the Group’s internal controls and remedial measures are adequate and effective in
preventing the recurrence of similar incidents. Specifically, (a) in relation to the
incidents involving directors’ and senior management’s untimely filing and
disclosure of their dealings in the Company’s securities, our Group had put in place
a technical restriction setup for trading action during relevant period to avoid the
mistaken actions of the sale and/or purchase of the Company’s shares by the
directors, supervisors, and senior management of our Company. There is a
“two-way” lockup for buying and selling the Shares held by the relevant Directors,
Supervisors and senior management of the Company in their respective trading
accounts, and the Shares could only be released for trading upon the expiration of
the 15-day restriction period after disclosure of share reduction plan in accordance
with the applicable regulations and rules. The Group has also adopted the Model
Code for Securities Transactions by Directors of Listed Issuers as set out in
Appendix C3 to the Listing Rules as part of its securities trading rules and
procedures. In addition to the regular training sessions to keep the Directors and
senior management members of the Company abreast of the laws and regulations
applicable to the Company and the duties as a Director, the Company will arrange
to send notice to all Directors, Supervisors and relevant employees to remind them
of the blackout period and the dealing restriction prior to the commencement of such
period to prevent any breach of the relevant Listing Rules by such persons; (b) in
relation to the Company’s operational errors in the reporting system, the Company
promptly organized training sessions attended by the staff working with the Board
office and the securities department to be more familiar with the reporting system
and the regulations, rules and guidelines on disclosure for public companies. The
Company has also adopted Management Measures on Disclosure of Information to
clearly list out the duties and responsibilities of the Board and senior management
of the Company in the process of daily filings with the regulatory authorities and
public disclosure. During the Track Record Period, the Company has consecutively
obtained “Grade A” (Excellent) in 2024 and 2023 and “Grade B” (Good) in 2022 in
the annual appraisal and evaluation on disclosure of information work of Shanghai
listed companies conducted by the SHSE. In anticipation of the Listing, we have
engaged an internal control consultant to review the effectiveness of our internal
controls associated with our business processes, including controls on directors’ and
senior management’s dealings in the Company’s securities and disclosure of
information, and no internal control deficiency was found based on the work
performed in relation to the sufficiency and effectiveness of the enhanced internal
control measures.
Having taken into account the views of the Board and the Company’s PRC Legal Advisor
above, the work and procedures performed by the internal control consultant of the Company,
as well as the independent due diligence conducted by the Joint Sponsors, nothing has come
to the attention of the Joint Sponsors which would reasonably cause them to disagree with the
Board’s view above.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 259 –


--- page 270 ---
GENERAL
Save as disclosed above, none of the Directors, Supervisors or members of senior
management of our Company has been a director of any public company the securities of which
are listed on any securities market in Hong Kong or overseas in the three years immediately
preceding the date of this Prospectus.
Save as disclosed above, none of the Directors, Supervisors or members of the senior
management of our Company is related to any other Directors, Supervisors and members of the
senior management of our Company.
Save as disclosed herein, to the best knowledge, information and belief of our Directors
and Supervisors having made all reasonable inquiries, there was no other matter with respect
to the appointment of our Directors or Supervisors that needs to be brought to the attention of
the Shareholders and there was no information relating to our Directors or Supervisors that is
required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules as of the Latest
Practicable Date.
JOINT COMPANY SECRETARIES
Mr. Liang Chen ( ૑ો) has been appointed as our joint company secretary in November
2024. For his biographical details, see “— Senior Management” in this section.
Mr. Ng Tung Ching Raphael (ᆋ) has been appointed as our joint company secretary
in November 2024. Mr. Ng is the assistant vice president of Governance Services of
Computershare Hong Kong Investor Services Limited. He is a seasoned professional with over
14 years of extensive experience in the legal and company secretarial domains, specializing in
corporate governance and compliance.
Mr. Ng obtained his bachelor’s degree in law from Manchester Metropolitan University,
a master’s degree in Chinese business law from The Chinese University of Hong Kong and a
master’s degree in professional accounting and corporate governance from The City University
of Hong Kong. Mr. Ng is an associate member of The Hong Kong Chartered Governance
Institute (formerly known as The Hong Kong Institute of Chartered Secretaries) and The
Chartered Governance Institute in the United Kingdom. He also possesses the practitioner’s
endorsement from HKCGI.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 260 –


--- page 271 ---
BOARD COMMITTEES
Our Board delegates certain responsibilities to various committees. In accordance with
the relevant PRC laws and regulations and the Corporate Governance Code, our Company has
formed five Board committees, namely the Audit Committee, the Remuneration and
Assessment Committee, the Nomination Committee, the Strategy Committee and the
Sustainability Committee.
Audit Committee
We have established an Audit Committee with written terms of reference in compliance
with Rule 3.21 of the Listing Rules and paragraph D.3 of the Corporate Governance Code. The
Audit Committee consists of three Directors, namely Ms. Zhang Mei, Mr. Dai Fan and Dr. Zhao
Bei. Ms. Zhang Mei holds the appropriate professional qualifications as required under Rules
3.10(2) and 3.21 of the Listing Rules and serves as the chairperson of the Audit Committee.
The primary duties of the Audit Committee include, but not limited to, reviewing the
Company’s financial information and its disclosure, monitoring and evaluating internal and
external audit work and internal controls.
Nomination Committee
We have established a Nomination Committee with written terms of reference in
compliance with paragraph B.3 of the Corporate Governance Code. The Nomination
Committee consists of three Directors, namely Mr. Zhang Y ueping, Mr. Liu Mingming and Ms.
Zhang Mei. Mr. Zhang Y ueping serves as the chairperson of the Nomination Committee. The
primary duties of the Nomination Committee include, but not limited to, developing standards
and procedures for the election of our Board members, chief executive officer and members of
the senior management, and selecting and examining the qualifications of the candidates for
our Board members, chief executive officer and members of the senior management.
Remuneration and Evaluation Committee
We have established a Remuneration and Evaluation Committee with written terms of
reference in compliance with Rule 3.25 of the Listing Rules and paragraph E.1 of the Corporate
Governance Code. The Remuneration and Evaluation Committee consists of three Directors,
namely Dr. Zhao Bei, Mr. Zhang Gaolu and Mr. Zhang Y ueping. Dr. Zhao Bei serves as the
chairperson of the Remuneration and Evaluation Committee. The primary duties of the
Remuneration and Evaluation Committee include, but not limited to, formulating evaluation
standard for Directors and senior management and implementation of the evaluation, and
formulating and reviewing the remuneration policies and plans for Directors and senior
management.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 261 –


--- page 272 ---
Strategy Committee
We have established a Strategy Committee. The Strategy Committee consists of three
Directors, namely Mr. Liu Mingming, Mr. Zhang Qingmiao and Mr. Huang Jianlian. Mr. Liu
Mingming serves as the chairperson of the Strategy Committee. The primary duties of the
Strategy Committee include, but not limited to, conducting research and making
recommendations on our Company’s long-term development plan, business strategies and
objectives and development policies, and major strategic investment and financing programs.
Sustainability Committee
We have established a Sustainability Committee. The Sustainability Committee consists
of five Directors, namely Mr. Liu Mingming, Mr. Zhang Qingmiao, Dr. Zheng Y anan, Mr.
Huang Jianlian and Mr. Zhang Y ueping. Mr. Liu Mingming serves as the chairperson of the
Sustainability Committee. The primary duties of the Sustainability Committee include, but not
limited to, conducting research and making recommendations on sustainable development and
ESG work of our Group.
CONFIRMATIONS FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
Each of our Directors confirms that as of the Latest Practicable Date, he or she did not
have any interest in a business which competes or is likely to compete, either directly or
indirectly, with our Company’s business which would require disclosure under Rule 8.10 of the
Listing Rules.
Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (i) has obtained the legal advice referred
to under Rule 3.09D of the Listing Rules in November 2024, 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 has confirmed (i) his or her
independence as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing
Rules, (ii) that he or she has no past or present financial or other interest in the business of the
Company or its subsidiaries or any connection with any core connected person of the Company
under the Listing Rules as of the Latest Practicable Date, and (iii) that there are no other factors
that may affect his or her independence at the time of his/her appointments.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 262 –


--- page 273 ---
COMPENSATION OF DIRECTORS AND SUPERVISORS
Our Directors and Supervisors receive compensation in the form of fees, salaries,
performance-related bonuses, pension scheme contributions, and equity-settled share-based
payment expenses.
For the years ended December 31, 2022, 2023 and 2024, the aggregate amount of
remuneration paid or payable to our Directors amounted to RMB7.0 million, RMB10.8 million
and RMB14.9 million, respectively.
For the years ended December 31, 2022, 2023 and 2024, the aggregate amount of
remuneration paid or payable to our Supervisors amounted to RMB1.0 million, RMB1.5
million and RMB1.3 million, respectively.
Under the current compensation arrangement, we estimate the total compensation before
taxation to be accrued to our Directors and our Supervisors for the year ending December 31,
2025, to be approximately RMB15.1 million.
The total emoluments for the remaining individuals among the five highest paid
individuals amounted to RMB3.0 million, RMB4.8 million and RMB3.0 million for the years
ended December 31, 2022, 2023 and 2024, respectively.
During the Track Record Period, no remuneration was paid by our Company to, or
receivable by, our Directors, Supervisors or the five highest paid individuals as an inducement
to join or upon joining our Company or as compensation for loss of office in connection with
the management positions of our Company or any of our subsidiaries.
During the Track Record Period, none of our Directors or Supervisors waived any
remuneration. Save as disclosed above, no other payments have been paid, or are payable, by
our Company or any of our subsidiaries to our Directors, Supervisors or the five highest paid
individuals during the Track Record Period.
For additional information on Directors’ remuneration during the Track Record Period as
well as information on the highest paid individuals, please see Note 10 to the Accountants’
Report set out in Appendix I to this Prospectus. For the details of the share options that were
granted to our Directors, supervisors, and senior management, see “Statutory and General
Information — 2023 Share Option Incentive Plan” in Appendix IV for further details.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 263 –


--- page 274 ---
CORPORATE GOVERNANCE
Our Company aims to achieve 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 Code set out in Appendix C1 to the Listing
Rules after the Listing.
BOARD DIVERSITY POLICY
In order to enhance the effectiveness of our Board and to maintain the high standard of
corporate governance, we have adopted the board diversity policy which sets out the objective
and approach to achieve and maintain diversity of our Board. Pursuant to the board diversity
policy, we seek to achieve board diversity through the consideration of a number of factors
when selecting the candidates to our Board, including but not limited to gender, skills, age,
professional experience, knowledge, cultural and educational background, and length of
service. The ultimate decision of the appointment will be based on merit and the contribution
which the selected candidates will bring to our Board.
Our Directors have a balanced mix of knowledge and skills, including overall
management and strategic development, finance and accounting and corporate governance in
addition to industry experience in food industry. We have four independent non-executive
Directors with different industry backgrounds, representing more than one-third of the
members of our Board. Our Company has evaluated the structure, size and composition of our
Board, and is of the opinion that the structure of our Board is reasonable, and the experience
and skills of the Directors in various aspects and fields can enable our Company to maintain
a high standard of operations.
Besides, we particularly recognize the importance of gender diversity. Pursuant to our
board diversity policy, we aim to continue to have at least 10% female representation in the
Board and the current composition of the Board satisfies this target gender ratio with two
female Directors. We have taken, and will continue to take, steps to promote gender diversity
at all levels of our Company, including but without limitation to our Board and senior
management levels. Going forward, we will continue to work to enhance gender diversity of
our Board when selecting and recommending suitable candidates for Board appointments. Our
Company also intends to promote gender diversity at the mid to senior level so that our
Company can maintain a balanced gender ratio at different levels. Taking into account our
existing business model and specific needs as well as the different background of our Directors,
the composition of our Board satisfies our board diversity policy.
Our Nomination Committee is responsible for ensuring the diversity of our Board
members. After the Listing, our Nomination Committee will examine the board diversity policy
from time to time to ensure its continued effectiveness and we will disclose in our corporate
governance report about the implementation of the board diversity policy on an annual basis.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 264 –


--- page 275 ---
COMPLIANCE ADVISOR
We have appointed Ping An of China Capital (Hong Kong) Company Limited as our
Compliance Advisor pursuant to Rules 3A.19 and 3A.23 of the Listing Rules. The Compliance
Advisor will provide us with guidance and advice as to compliance with the Listing Rules and
other applicable laws, rules, codes and guidelines. Pursuant to Rule 3A.23 of the Listing Rules,
the Compliance Advisor will advise our Company in certain circumstances including:
(a) before the publication of any regulatory announcement, circular or financial report;
(b) where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues, sales or transfers of treasury shares and share
repurchases;
(c) where we propose to use the proceeds from the Global Offering in a manner different
from that detailed in this Prospectus or where our business activities, developments
or results deviate from any forecast, estimate or other information in this Prospectus;
and
(d) where the Stock Exchange makes an inquiry to our Company regarding unusual
movements in the price or trading volume of its listed securities or any other matters
in accordance with Rule 13.10 of the Listing Rules.
Pursuant to Rule 3A.24 of the Listing Rules, the Compliance Advisor will, on a timely
basis, inform our Company of any amendment or supplement to the Listing Rules that are
announced by the Stock Exchange. The Compliance Advisor will also inform our Company of
any new or amended laws and regulations in Hong Kong applicable to us, and advise us on all
other applicable requirements under the Listing Rules, laws, rules, code and guidelines.
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, SUPERVISORS AND SENIOR MANAGEMENT
– 265 –


--- page 276 ---
OUR SINGLE LARGEST SHAREHOLDER
As of the Latest Practicable Date, the total issued Shares of our Company was held as to
approximately 25.00% by Guoli Minsheng, which was in turn held by Ms. Hang Jianying as
to approximately 29.94% and Ms. Lu Qiuwen as to approximately 25.15%, respectively. Ms.
Hang Jianying and Ms. Lu Qiuwen entered into the Acting in Concert Agreement on September
10, 2023 and they held in aggregate of approximately 55.09% equity interests in Guoli
Minsheng, and they are regarded as the “ de facto controllers” of the Company pursuant to the
PRC Company Law and the Administration Measures on Takeover of Listed Companies
promulgated by the CSRC. Guoli Minsheng operates substantive investment business and
focuses on equity investment in unlisted and listed enterprises since its establishment on
November 6, 2000 with investments in various sectors, including food processing, education,
packaging, intellectual equipment and robotic products, hard technology, aerospace equipment
and related industry, biotechnology, and telecommunications. Guoli Minsheng is not an
investment special purpose vehicle of its shareholders and continues to function as a separate
unit from its individual shareholders.
Immediately following the completion of the Global Offering and assuming no new
Shares are issued pursuant to the Over-allotment Option and under the 2023 Share Option
Incentive Plan, Guoli Minsheng will hold approximately 22.00% of our issued share capital.
Accordingly, Guoli Minsheng will continue to be our Single Largest Shareholder upon the
completion of the Global Offering.
INDEPENDENCE FROM OUR SINGLE LARGEST SHAREHOLDER
Having considered the following factors, our Directors are satisfied that we are able to
carry out our business independently from our Single Largest Shareholder and its close
associates upon and after the Listing.
Management Independence
Our management and operational decisions are made by the Board in a collective manner.
Upon Listing, our Board will consist of ten Directors, including four executive Directors, two
non-executive Directors and four independent non-executive Directors.
Our Directors have relevant experience to ensure the proper functioning of the Board. We
further believe that our Directors and members of the senior management are able to perform
their roles in our Company in managing our business independently from our Single Largest
Shareholder and its close associates for the following reasons:
(a) among all our executive Directors and senior management, except for Mr. Zhang
Gaolu who is the chairman of the board of directors of Guoli Minsheng, all other
executive Directors and senior management have no other relationship with our
Single Largest Shareholder and its close associates. They have substantial
experience in the industry and have been with our Group in management capacity
RELATIONSHIP WITH OUR SINGLE LARGEST SHAREHOLDER
– 266 –


--- page 277 ---
for a number of years as further described in the section headed “Directors,
Supervisors and Senior Management”, which will enable them to discharge their
duties independently from the Single Largest Shareholder. Specifically, when
performing his duty as one of the executive Directors of the Company, Mr. Zhang
Gaolu has been devoting and will continue to allocate adequate amount of time and
efforts to the management and operation of our Group and would bear the best
interests of the Company and the Shareholders as a whole;
(b) our independent non-executive Directors have extensive experience in different
areas. We believe that they will be able to exercise their independent judgment and
will be able to provide impartial opinions in the decision-making process of our
Board to protect the interests of our Shareholders;
(c) each of our Directors is aware of his or her fiduciary duties as a director, which
requires, among other things, that he or she acts for our Company’s best interests
and he or she must not allow any conflict between his or her duties as a Director and
his or her personal interests;
(d) our Company is an A-share listed company and has established internal control
mechanisms to identify related party transactions and connected transactions to
ensure that our Shareholders or Directors with conflicting interests in a proposed
transaction will abstain from voting on the relevant resolutions. Where a Board
meeting or Shareholders’ meeting is held to consider a proposed transaction in
which our Directors or Single Largest Shareholder or any of their respective close
associates have a material interest, the relevant Directors or our Single Largest
Shareholder and its close associates shall abstain from voting on the relevant
resolutions and shall not be counted towards the quorum for the voting; and
(e) we have adopted a series of corporate governance measures to manage potential
conflicts of interest, if any, between our Group and our Single Largest Shareholder,
which would enhance our independent management. For further information, see
“— Corporate Governance Measures” below.
Operational Independence
Our Company has full rights to make all decisions regarding, and to carry out, our own
business operations independently. We hold and enjoy the benefit of all relevant permits and
licenses necessary to carry out our business in all material respects. Our Group has sufficient
assets, capital, equipment, technology and employees to operate its business independently
from our Single Largest Shareholder. We also have a core management team led by the
chairman of our Board to operate the business independently from our Single Largest
Shareholder and/or its close associates. In addition, our organizational structure is made up of
individual departments, each with specific areas of responsibilities. We have also established
a set of internal control measures to facilitate the effective operation of our business.
RELATIONSHIP WITH OUR SINGLE LARGEST SHAREHOLDER
– 267 –


--- page 278 ---
Based on the above, our Directors are satisfied that we have been operating independently
from our Single Largest Shareholder and/or its close associates during the Track Record Period
and will continue to operate independently of the business of our Single Largest Shareholder
upon Listing.
Financial Independence
Our Group has its own internal control, accounting, funding, reporting and financial
management system as well as accounting and finance department. Moreover, our Group opens
and manages bank accounts independently, and has never shared any bank account with our
Single Largest Shareholder. Our Group has independent taxation registration according to the
relevant laws, and makes tax payments independently according to the applicable PRC taxation
laws and regulations. Our Group has never made any tax payment jointly with Single Largest
Shareholder or any other entities controlled by it.
As of the Latest Practicable Date, our Group does not rely on our Single Largest
Shareholder and/or its close associates for any provision of financial assistance. Our Directors
confirm that as of the Latest Practicable Date, on one hand, none of the Single Largest
Shareholder or its close associates had provided any loans, guarantees or pledges to our Group
and, on the other hand, our Group did not provide any loans, guarantees or pledges to our
Single Largest Shareholder.
Based on the above, our Directors are of the view that we are able to maintain financial
independence from our Single Largest Shareholder and its close associates.
RULE 8.10 OF THE LISTING RULES
As of the Latest Practicable Date, none of our Single Largest Shareholder or Directors had
any interest in any business which competes or is likely to compete, either directly or
indirectly, with our Company’s business which would require disclosure under Rule 8.10 of the
Listing Rules.
CORPORATE GOVERNANCE MEASURES
Our Directors believe that there are adequate corporate governance measures in place to
manage the potential conflict of interests between our Single Largest Shareholder and our
Group and to safeguard the interests of our Shareholders taken as a whole for the following
reasons:
 where a Shareholders’ meeting is to be held for considering proposed transactions
in which our Single Largest Shareholder or its close associates have a material
interest, our Single Largest Shareholder will not vote on the resolutions and shall not
be counted in the quorum in the voting;
RELATIONSHIP WITH OUR SINGLE LARGEST SHAREHOLDER
– 268 –


--- page 279 ---
 our Group has established internal control mechanisms to identify connected
transactions. Upon the Listing, if any transaction is proposed between our Group and
our Single Largest Shareholder and its close associates, we will comply with the
requirements of the Articles of Association and the Listing Rules, including, where
appropriate, the reporting, annual review by the independent non-executive
Directors, announcement and independent Shareholders’ approval;
 our Board consists of a balanced composition of executive Directors, non-executive
Directors and independent non-executive Directors, with independent non-executive
Directors representing not less than one-third of our Board to ensure that our Board
is able to effectively exercise independent judgment in its decision-making process
and provide independent advice to our Shareholders. Our independent non-executive
Directors individually and collectively possess the requisite knowledge and
experience to perform their duties. They will review whether there is any conflict of
interests between our Group and our Single Largest Shareholder and provide
impartial and professional advice to protect the interests of our minority
Shareholders;
 where our Directors reasonably request the advice of independent professionals,
such as financial advisors, the appointment of such independent professionals will
be made at our Company’s expenses; and
 we have appointed Ping An of China Capital (Hong Kong) Company Limited as our
Compliance Advisor, who will provide advice and guidance to us in respect of
compliance with the applicable laws and the Listing Rules including various
requirements relating to directors’ duties and corporate governance, and inform us
on a timely basis of any amendment or supplement to the Listing Rules or applicable
laws and regulations in Hong Kong.
Based on the above, our Directors are satisfied that sufficient corporate governance
measures have been put in place to manage conflicts of interest that may arise between our
Company and our Single Largest Shareholder, and to protect our minority Shareholders’
interests after the Listing.
RELATIONSHIP WITH OUR SINGLE LARGEST SHAREHOLDER
– 269 –


--- page 280 ---
So far as our Directors are aware, immediately following the completion of the Global
Offering and assuming no new Shares are issued under the 2023 Share Option Incentive Plan,
and no other changes are made to the issued share capital of our Company between the Latest
Practicable Date and the Listing Date, the following persons will have an interest and/or short
position in our Shares or underlying Shares which would be required to be disclosed to us and
the Hong Kong Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the
SFO, or will be, directly or indirectly, interested in 10% or more of the nominal value of any
class of share capital carrying rights to vote in all circumstances at general meetings of our
Company:
Shareholder
Capacity/
Nature of
interest
Description
of Shares
As of the Latest
Practicable Date
Immediately following the completion of
the Global Offering (assuming no exercise
of the Over-allotment Option and no
new Shares are issued under the 2023
Share Option Incentive Plan)
Number of
Shares (1)
Approximate
percentage of
shareholding
in our
Company
Number of
Shares (1)
Approximate
percentage of
shareholding
in our
A Shares
Approximate
percentage of
shareholding
in our
Company
Guoli Minsheng /H1118/H1118Beneficial
owner
A Shares 73,321,219 25.00% 73,321,219 25.00% 22.00%
Note:
1. All interests stated are long positions in the Shares.
Save as disclosed above and in the section headed “Appendix IV — Statutory and General
Information — Further Information about our Directors, Supervisors, Chief Executive and
Substantial Shareholders — Interests of the substantial shareholders in other members of our
Group”, our Directors are not aware of any person who will, immediately following completion
of the Global Offering (assuming that the Over-allotment Option is not exercised and no new
Shares are issued under the 2023 Share Option Incentive Plan), have any interest and/or short
position in the Shares or underlying Shares of our Company which will be required to be
disclosed to our Company and the Hong Kong Stock Exchange 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 share capital carrying rights to vote in all
circumstances at general meeting of the Company or any other member of our Group. Our
Directors are not aware of any arrangement which may at a subsequent date result in a change
of control of our Company.
SUBSTANTIAL SHAREHOLDERS
– 270 –


--- page 281 ---
This section presents certain information regarding our share capital before and upon
completion of the Global Offering.
BEFORE THE GLOBAL OFFERING
As of the Latest Practicable Date, the issued share capital of our Company was
293,294,232 A Shares of nominal value of RMB1.00 each, all of which are listed on the
Shanghai Stock Exchange.
Description of Shares Number of Shares
Percentage of
issued share
capital
(%)
A Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,294,232 100.00
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/H1118293,294,232 100.00
UPON COMPLETION OF THE GLOBAL OFFERING
Immediately following completion of the Global Offering, assuming that the Over-
allotment Option is not exercised and no new Shares are issued under the 2023 Share Option
Incentive Plan, the issued share capital of our Company will be as follows:
Description of Shares Number of Shares
Approximate
percentage of the
enlarged issued
share capital
(%)
A Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,294,232 88.00
H Shares to be issued pursuant to the Global
Offering /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,994,700 12.00
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/H1118333,288,932 100.00
Immediately following completion of the Global Offering, assuming that the Over-
allotment Option is fully exercised and no new Shares are issued under the 2023 Share Option
Incentive Plan, the issued share capital of our Company will be as follows:
Description of Shares Number of Shares
Approximate
percentage of the
enlarged issued
share capital
(%)
A Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,294,232 86.44
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/H1118/H111845,993,900 13.56
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/H1118339,288,132 100.00
SHARE CAPITAL
– 271 –


--- page 282 ---
OUR SHARES
Our H Shares in issue upon completion of the Global Offering, and our A Shares, are
ordinary Shares in our share capital and are considered as one class of Shares. Shanghai-Hong
Kong Stock Connect has established a stock connect mechanism between mainland China and
Hong Kong. Our A Shares can be subscribed for and traded by mainland Chinese investors,
qualified foreign institutional investors or qualified foreign strategic investors and must be
traded in Renminbi. As our A Shares are eligible securities under the Northbound Trading Link,
they can also be subscribed for and traded by Hong Kong and other overseas investors pursuant
to the rules and limits of Shanghai-Hong Kong Stock Connect. Our H Shares can be subscribed
for or traded by Hong Kong and other overseas investors and qualified domestic institutional
investors. If our H Shares are eligible securities under the Southbound Trading Link, they can
also be subscribed for and traded by mainland Chinese investors in accordance with the rules
and limits of Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect.
RANKING
Our H Shares and our A Shares are regarded as one class of Shares under our Articles of
Association and will rank pari passu with each other in all other respects and, in particular, will
rank equally for all dividends or distributions declared, paid or made after the date of this
Prospectus. All dividends in respect of our H Shares are to be paid by us in Hong Kong dollars
whereas all dividends in respect of our A Shares are to be paid by us in Renminbi. In addition
to cash, dividends may also be distributed in the form of Shares. Holders of our H Shares will
receive share dividends in the form of H Shares, and holders of our A Shares will receive share
dividends in the form of A Shares.
NO CONVERSION OF OUR A SHARES INTO H SHARES FOR LISTING AND
TRADING ON THE HONG KONG STOCK EXCHANGE
Our A Shares and our H Shares are generally neither interchangeable nor fungible, and the
market prices of our A Shares and our H Shares may be different after the Global Offering. The
Guidelines on Application for “Full Circulation” of Domestic Unlisted Shares of H-share
Companies ( H΅͡ሗ“ஷ”ˏ‘) announced by the CSRC are
not applicable to companies dual listed in the PRC and on the Hong Kong Stock Exchange. As
of the Latest Practicable Date, there were no relevant rules or guidelines from the CSRC
providing that A shareholders may convert A shares held by them into H shares for listing and
trading on the Hong Kong Stock Exchange.
SHARE CAPITAL
– 272 –


--- page 283 ---
APPROV AL FROM HOLDERS OF A SHARES REGARDING THE GLOBAL
OFFERING
We have obtained approval from our holders of A Shares to issue H Shares and seek the
listing of H Shares on the Hong Kong Stock Exchange. Such approval was obtained at the
general meeting of our Company held on December 20, 2024 upon, among other things, the
following major terms:
(1) Size of the offer
The proposed number of H Shares to be offered initially shall not exceed 15% of the total
issued share capital as enlarged by the H Shares to be issued pursuant to the Global Offering
(before the exercise of the Over-allotment Option). The number of H Shares to be issued
pursuant to the full exercise of the Over-allotment Option shall not exceed 15% of the total
number of H Shares to be offered initially under the Global Offering.
(2) Method of offering
The method of offering shall be by way of a public offer for subscription in Hong Kong
and an international offering to institutional and professional investors.
(3) Target investors
The H Shares shall be issued to overseas institutional investors, enterprises and individual
investors, qualified domestic institutional investors and other investors in compliance with
regulatory requirements.
(4) Price determination basis
The issue price of the H Shares will be determined after due consideration of the interests
of existing Shareholders, the acceptance of investors, domestic and overseas capital markets
and issuance risks, and in accordance with international practices through the demands for
orders and book building process.
(5) Validity period
The issue of H Shares and listing of H Shares on the Hong Kong Stock Exchange shall
be completed within 18 months from the date when the Shareholders’ meeting was held on
December 20, 2024.
There are no other approved offering plans for any other shares except for the Global
Offering.
SHARE CAPITAL
– 273 –


--- page 284 ---
SHAREHOLDERS’ GENERAL MEETING
For details of circumstances under which our Shareholders’ general meeting is required,
see “Appendix III — Summary of the Articles of Association”.
SHARES SCHEMES
As at the Latest Practicable Date, all the outstanding options under the 2023 Share Option
Incentive Plan has been granted to 1,379 grantees to subscribe for 11,028,800 A Shares. No
options under the 2023 Share Option Incentive Plan will be further granted and all granted
options have been granted to specific individuals under the 2023 Share Option Incentive Plan.
For details, see “Appendix IV — Statutory and General Information — 2023 Share Option
Incentive Plan.”
SHARE CAPITAL
– 274 –


--- page 285 ---
You should read the following discussion and analysis in conjunction with our
consolidated financial statements, included in the Accountants’ Report in Appendix I,
together with the respective accompanying notes. Our consolidated financial information
has been prepared in accordance with the International Financial Reporting Standards
(“IFRS ”).
The following discussion and analysis contain forward-looking statements that
reflect our current views with respect to future events and financial performance. These
statements are based on our assumptions and analysis in light of our experience and
perception of historical trends, current conditions and expected future developments, as
well as other factors we believe are appropriate under the circumstances. However ,
whether actual outcomes and developments will meet our expectations and predictions
depends on a number of risks and uncertainties, many of which we cannot control or
foresee. In evaluating our business, you should carefully consider all of the information
provided in this Prospectus, including the sections headed “Risk Factors” and “Our
Business,” and elsewhere in this Prospectus. For further details, see “Forward-Looking
Statements.”
OVERVIEW
We are a leading quick-frozen food company in China, dedicated to providing food
products for various consumption occasions, whether at home, in restaurants or on the go. We
are engaged in the R&D, production and sales of quick-frozen food products, focusing on
quick-frozen flavored and processed products, quick-frozen prepared dishes and quick-frozen
flour and rice products. During the Track Record Period, our product portfolio comprised over
500 types of products, positioning us as one of the companies with the most extensive product
range in the quick-frozen food industry, according to Frost & Sullivan. After more than 20
years of business operations and development, we have built significant brand influence and
recognition among our customers. Our “Anjoy (
)” brand has been recognized as a
“Well-known Trademark of China” by the State Administration for Industry and Commerce
since 2010.
We experienced robust growth during the Track Record Period. Our revenue increased by
15.4% from RMB12,105.6 million in 2022 to RMB13,964.9 million in 2023 and further
increased by 7.6% to RMB15,029.6 million in 2024. Our gross profit increased by 23.3% from
RMB2,560.5 million in 2022 to RMB3,157.2 million in 2023 and further increased by 8.0% to
RMB3,408.3 million in 2024. Our net profit increased by 34.3% from RMB1,117.5 million in
2022 to RMB1,501.2 million in 2023, and remained relatively stable at RMB1,513.6 million
in 2024.
FINANCIAL INFORMATION
– 275 –


--- page 286 ---
BASIS OF PRESENTATION
The historical financial information has been prepared in accordance with IFRS
accounting standards, which comprise all accounting 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, 2024, together with the relevant transitional provisions, have been early adopted by
our Group in the preparation of the historical financial information consistently throughout the
Track Record Period and in the period covered by the interim 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. See Note 2 to the Accountants’ Report included in Appendix I to this
Prospectus.
MAJOR FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our results of operations have been, and are expected to continue to be, materially
affected by a number of factors, including the following:
Customer Demand for Our Products
Our results of operations have been and will continue to be dependent on customer
demand for our quick-frozen food products. China’s quick-frozen food industry experienced
rapid growth from 2019 to 2024 at a 11.8% CAGR, reaching RMB221.2 billion in 2024,
according to Frost & Sullivan. We are expected to continue to benefit from the rising customer
demand for quick-frozen food products alongside China’s continuous macroeconomic growth.
Customer demand is driven by a number of factors. These factors primarily include (i) growing
demand from the catering businesses, (ii) increased household consumption driven by
increasing penetration among individual customers, (iii) improved product quality and
nutrition, and (iv) enhanced cold chain infrastructure. As a leading quick-frozen food brand in
China, we believe that our brand value, diverse products, proven track record of business
growth, and our ability to innovate and adapt to evolving customer preferences well-position
us to capture the opportunities in China’s growing quick-frozen food industry.
FINANCIAL INFORMATION
– 276 –


--- page 287 ---
Our Sales Network and Geographical Coverage
We have a nationwide sales network that deeply penetrates the Chinese market. Our sales
network includes (i) distributors, (ii) key accounts, (iii) targeted enterprise customers, and (iv)
new retail and e-commerce platforms. We believe that distributors are critical to our business
in terms of setting up sales channels, maximizing the coverage of product distribution, and
driving the growth of our results of operations. Our well-established and stable sales network
is key to our performance. As of December 31, 2022, 2023 and 2024, there were 1,836, 1,964
and 2,017 distributors in our distribution network, respectively. See “Business — Sales
Network — Distributors.” We maintain a buyer/seller relationship with them. In 2022, 2023
and 2024, revenue from sales to distributors amounted to RMB9,757.7 million, RMB11,318.8
million and RMB12,311.2 million, respectively, representing 80.6%, 81.1% and 81.9% of our
total revenue for the same periods. In addition, we sell some of our products to overseas
markets, such as Europe and the United States, mainly via distributors.
We maintain customer stickiness and increase penetration by providing customers with
various quick-frozen food products. Our capability of effectively attracting new customers and
deepening our penetration will be the foundation for our continuous growth.
Our Product Portfolio
Our comprehensive product offerings are critical to our results of operations. We have
built a well recognized portfolio of products across three main product categories, namely (i)
quick-frozen flavored and processed products, (ii) quick-frozen prepared dishes, and (iii)
quick-frozen flour and rice products. During the Track Record Period, our product portfolio
included over 500 product types. According to Frost & Sullivan, China’s quick-frozen food
industry is still in the growth stage as a whole.
We also strive to create a pipeline of signature products. In the second half of 2019, we
launched our Lock-Fresh product line, which has already gained a significant competitive
advantage in the industry. In particular, our Lock-Fresh product line recorded high growth
while maintaining robust profitability during the Track Record Period. The Lock-Fresh product
line is a premium product line of quick-frozen flavored and processed products that is designed
to meet the demand for hot pot ingredients of the household market. Since the introduction of
the first Lock-Fresh product line in 2019, we have developed over 20 products under the
Lock-Fresh product line with regular upgrades. The products under the Lock-Fresh product line
are generally of higher gross profit margins. This product line has demonstrated exceptional
market performance, generating revenue of over RMB1.0 billion in 2022 and maintaining
strong momentum with 17.6% revenue growth from 2022 to 2023, followed by 18.9% growth
in 2024 compared to 2023, while maintaining robust profitability. This success is attributable
to our precise grasp of industry consumption trends and our proactive efforts in new product
development and promotion.
FINANCIAL INFORMATION
– 277 –


--- page 288 ---
The results of our operations are also substantially affected by the product mix and
pricing. As we develop new products and upgrade existing products in response to changing
consumer preferences and social trends, the change in product mix within our product portfolio
and their sales volume will affect our results of operations due to varied margins across
products. We engage in pricing negotiations with our customers across sales channels, and
generally take into account a number of factors, including our cost of sales, prevailing market
prices, prices of our major competitors in the region, and the market positioning of the specific
products.
As a result, we believe that our sustainable growth depends on our capability of
continuously optimizing and enriching our product portfolio with quality product selection that
caters to evolving customer needs.
Our Ability to Efficiently Manage Our Supply Chain and Enhance Operational Efficiency
We believe our long-term growth depends in part on our ability to continue to efficiently
manage the supply chain. A majority of our cost of sales is costs of raw materials. Our costs
of raw materials amounted to RMB6,602.1 million, RMB7,189.9 million and RMB7,453.1
million in 2022, 2023 and 2024, respectively, representing 69.2%, 66.5% and 64.1% of our
total cost of sales for the same periods. Our ability to maintain a stable and efficient supply
chain and our ability to purchase raw materials at competitive prices are essential for our cost
control, profitability and cash flow.
We are committed to digitalizing our business operations to improve our operational
efficiency. Our IT systems such as ERP system, SRM system, CRM system, TMS and
proprietary sales management system allows us to monitor the supply and demand dynamics
from procurement-end to sales-end. In this way, we are able to analyze customers’ preferences
and demands, and communicate to our suppliers to timely adjust procurement and production
plans. Our EDI system can realize a real-time production process recording and ascertain the
flow of our processes to reduce quality deviations caused by human error, which improved our
production efficiency. Our digital logistics system, namely TMS, allows us to strictly manage
and control warehousing, storage, delivery processes to minimize spoilage, which has
enhanced transportation efficiency through route optimization.
Our Branding and Marketing
We have strong brand-building and marketing capabilities. Our brand-building and
marketing efforts during the Track Record Period were comprehensive, responsive, practical
and effective. The proportion of our selling and distribution expenses to revenue was much
lower than the industry average during the same periods, according to Frost & Sullivan,
demonstrating the high efficiency of our brand-building and marketing activities. We believe
that visual marketing is one of our most effective means of brand building. For example, we
advertise on product displays at points of sale with outdoor advertising. We increase
customer-facing promotional activities, which include public transport various outdoor
advertising formats, enhancing brand awareness. See “Business — Branding and Marketing.”
FINANCIAL INFORMATION
– 278 –


--- page 289 ---
Our selling and distribution expenses amounted to RMB873.0 million, RMB925.8 million
and RMB986.2 million, accounting for 7.2%, 6.6% and 6.6% of our revenue in 2022, 2023 and
2024, respectively. We expect the absolute amounts of our selling and distribution expenses
will continue to increase along with our business growth in the future. However, as we expand
the scale and scope of our business, we expect to make continuous improvement to our selling
and distribution efficiency and benefit from economies of scale.
Seasonality
Our business and operating results are subject to seasonal fluctuations because of several
factors including weather and holidays. We typically experience sales peaks during winter. In
particular, we generate a substantial amount of our revenue from sales of quick-frozen food
products, such as fish tofu, fish balls, stuffed meat balls as well as beef and lamb rolls, which
are generally more popular during cold seasons. To offset the impacts of seasonality to a certain
extent, we have enriched our product mix to include roasted pork sausage, shumai, steamed
buns and crayfish products, among others, and expect to meet the needs for more diverse dining
scenarios.
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. To contain the virus
spread within our office premises and production facilities and protect the well-being of our
employees, we adopted various mitigation measures, such as remote working, social distancing
and mask wearing, and other site-specific precautionary measures. Our production, supply
chain and daily operations had not been materially adversely affected during the Track Record
Period. As the COVID-19 pandemic has since subsided, we do not anticipate further adverse
impact by the pandemic on our business and financial performance.
MATERIAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES
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.
FINANCIAL INFORMATION
– 279 –


--- page 290 ---
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 policy information,
estimates, assumptions and judgments, which are important for understanding our financial
condition and results of operations, are set forth in detail in Note 2 and 3 to the Accountants’
Report in Appendix I to this Prospectus.
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.
The timing for recognizing revenue from product sales is as follows:
(1) Sales with Distributors
Our Group typically enters into an annual framework agreement with each of our
distributors. Pursuant to the annual framework agreements, the distributors place separate
orders and our Group delivers goods based on such orders. Revenue is recognized by our Group
after the distributor confirms receipt and acceptance of each shipment.
(2) Sales with Key Accounts
Our Group typically enters into an annual framework agreement with each of our key
accounts. Pursuant to the annual framework agreements, the key accounts place separate orders
and our Group delivers goods based on the purchase orders. We access the sales records on the
key accounts’ information system as a supplier, and verify against our own shipment records
and the key accounts’ receipt confirmations. We recognize revenue after we delivered the
goods to our key accounts based on the purchase orders and when both parties reconciled
accounts.
In addition, the Group’s sales with certain key accounts are conducted on a consignment
basis. Our Group enters into a consignment agreement with such key accounts, and delivers
goods according to the consignment agreements. Key accounts regularly provide sales records
of consigned goods to our Group. We recognize revenue after the goods were sold to end
consumers by our key accounts and when we have verified against the key accounts’ sales
records.
When the consideration in a contract includes a variable amount, the amount of
consideration is estimated to which our Group will be entitled in exchange for transferring the
goods or services to the customer. The variable consideration is estimated at contract inception
and constrained until it is highly probable that a significant revenue reversal in the amount of
cumulative revenue recognized will not occur when the associated uncertainty with the variable
consideration is subsequently resolved.
Some contracts for the sale of quick-frozen foods provide customers with volume rebates,
giving rise to variable consideration.
FINANCIAL INFORMATION
– 280 –


--- page 291 ---
Retrospective volume rebates may be provided to certain customers once the quantity of
products purchased during the period exceeds a threshold specified in the contract. Rebates are
offset against amounts payable by the customer. To estimate the variable consideration for the
expected future rebates, the most likely amount method is used for contracts with a
single-volume threshold and the expected value method for contracts with more than one
volume threshold. The selected method that best predicts the amount of variable consideration
is primarily driven by the number of volume thresholds contained in the contract. The
requirements on constraining estimates of variable consideration are applied and a refund
liability for the expected future rebates is recognized.
Other Income
Interest income is recognized 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.
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 the statement of 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 capitalized 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, our Group recognizes 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 rate
Buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.0%-9.5%
Machinery 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/H11189.0%-32.0%
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/H111818.0%-32.0%
Office 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/H111818.0%-32.0%
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.0%-19.2%
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/H111820.0%-33.3%
FINANCIAL INFORMATION
– 281 –


--- page 292 ---
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
recognized is derecognized upon disposal or when no future economic benefits are expected
from its use or disposal. Any gain or loss on disposal or retirement recognized in the statements
of profit or loss in the year the asset is derecognized is the difference between the net sales
proceeds and the carrying amount of the relevant asset.
Construction in progress 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 and capitalized borrowing costs on related borrowed funds during the period of
construction. Construction in progress is reclassified to the appropriate category of property,
plant and equipment when completed and ready for use.
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. For each business combination, our Group elects whether to measure
the non-controlling interests in the acquiree at fair value or at the proportionate share of the
acquiree’s identifiable net assets. All other components of non-controlling interests are
measured at fair value. Acquisition-related costs are expensed as incurred.
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 at the acquisition date. This
includes the separation of embedded derivatives in host contracts of the acquiree.
If the business combination is achieved in stages, the previously held equity interest is
remeasured at its acquisition date fair value and any resulting gain or loss is recognized in
profit or loss or other comprehensive income, as appropriate.
FINANCIAL INFORMATION
– 282 –


--- page 293 ---
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 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 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 the end of each year. 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.
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
Our Group measures its certain of financial assets and equity investments at fair value at
the end of each year or period during the Track Record 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
FINANCIAL INFORMATION
– 283 –


--- page 294 ---
market must be accessible by our 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.
Our 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 categorized 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 recognized in the Historical Financial Information on a
recurring basis, our 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 year or period during the Track
Record Period.
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 OCI 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 year or period during the Track Record Period,
taking into consideration interpretations and practices prevailing in the countries in which our
Group operates.
FINANCIAL INFORMATION
– 284 –


--- page 295 ---
Deferred tax is provided, using the liability method, on all temporary differences at the
end of each year or period during the Track Record Period between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes, except that deferred tax
is not recognized for the Pillar Two income taxes.
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 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 an associate, 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 recognized for all deductible temporary differences, and the carry
forward 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
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, 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
utilised.
The carrying amount of deferred tax assets is reviewed at the end of each of the reporting
period and reduced to the extent that it is no longer probable that sufficient taxable profit will
be available to allow all or part of the deferred tax asset to be utilised. Unrecognized deferred
tax assets are reassessed at the end of each of the reporting 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 of the reporting period.
FINANCIAL INFORMATION
– 285 –


--- page 296 ---
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 realize 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.
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
The following table sets forth a summary of our consolidated statements of profit or loss
for the years indicated:
Y ear ended December 31,
2022 2023 2024
(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/H111812,105,618 13,964,878 15,029,588
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,545,090) (10,807,721) (11,621,306)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,560,528 3,157,157 3,408,282
Other income and gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118243,266 290,377 261,713
Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118(873,000) (925,754) (986,208)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(375,471) (426,785) (553,816)
Research and development expenses /H1118/H1118/H1118(93,328) (94,471) (97,214)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,347) (58,965) (39,686)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,376) (14,215) (1,540)
(Impairment losses)/reversal of
impairment losses on financial assets /H1118 (11,457) 4,413 (7,326)
Share of (loss)/profit of an associate /H1118/H1118/H1118 (4) 4,452 4,070
Profit before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,426,811 1,936,209 1,988,275
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(309,307) (435,049) (474,657)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,117,504 1,501,160 1,513,618
FINANCIAL INFORMATION
– 286 –


--- page 297 ---
NON-IFRS MEASURE
To supplement our consolidated financial statements, which are presented in accordance
with IFRS, we also use adjusted net profit (non-IFRS measure) as additional financial measure,
which is not required by, or presented in accordance with IFRS. 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 combined
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 financial condition as reported under IFRS.
We define adjusted net profit (non-IFRS measure) as the profit for the year adjusted by
adding back share-based payment expenses and listing expenses. The following table
reconciles our adjusted net profit (non-IFRS measure) for the periods and presented in
accordance with IFRS, which is net profit for the years:
Y ear ended December 31,
2022 2023 2024
(RMB in thousands)
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,117,504 1,501,160 1,513,618
Add:
– Share-based payment expenses (1) /H1118/H1118 33,460 19,208 100,808
– Listing expenses (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 271
Adjusted net profit
(non-IFRS measure ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,150,964 1,520,368 1,614,697
Notes:
(1) Share-based payment expenses are non-cash in nature, and mainly represent the employee benefit
expenses incurred in connection with our award to key employees.
(2) Listing expenses represented expenses incurred in connection with the Global Offering.
Our adjusted net profit (non-IFRS measure) increased by 32.1% from RMB1,151.0
million in 2022 to RMB1,520.4 million in 2023, and further increased by 6.2% to RMB1,614.7
million in 2024, in line with our business growth.
FINANCIAL INFORMATION
– 287 –


--- page 298 ---
DESCRIPTION OF MAJOR COMPONENTS OF OUR RESULTS OF OPERATIONS
Revenue
We experienced overall revenue growth during the Track Record Period. We primarily
derive revenue from sales of quick-frozen food, which include (i) quick-frozen flavored and
processed products, (ii) quick-frozen prepared dishes, and (iii) quick-frozen flour and rice
products.
Revenue by Product Category
We offer a wide selection of quick-frozen food products across three main product
categories. The following table sets forth a breakdown of our revenue by product category in
absolute amount and as a percentage of our total revenue for the years indicated:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Quick-frozen flavored and
processed products /H1118/H1118/H1118/H1118/H1118/H11186,296,764 52.0 7,002,194 50.1 7,793,218 51.9
Quick-frozen prepared dishes /H11183,015,913 24.9 3,916,311 28.0 4,335,641 28.8
Quick-frozen flour and rice
products. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,402,293 19.8 2,532,713 18.1 2,450,786 16.3
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118390,648 3.3 513,660 3.8 449,943 3.0
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,105,618 100.0 13,964,878 100.0 15,029,588 100.0
Note:
(1) Others primarily include sales of agricultural by-products, such as surimi, fishmeal and other fishery
by-products. In 2022, 2023 and 2024, our revenue from sales of surimi amounted to RMB131.7 million,
RMB154.1 million and RMB143.1 million, respectively, accounting for 1.1%, 1.1% and 1.0% of our
total revenue for the same years. In 2022, 2023 and 2024, our revenue from sales of fishmeal amounted
to RMB94.4 million, RMB133.7 million and RMB105.9 million, respectively, accounting for 0.8%,
1.0% and 0.7% of our total revenue for the same years.
Our overall revenue growth across quick-frozen food product categories throughout the
Track Record Period was mainly attributable to (i) the increasing customer demand for our
products due to our enhanced brand recognition and continuous efforts to expand and upgrade
our product portfolio, (ii) our expanding sales network, and (iii) the acquisition of Hubei New
Liuwu, which result enriched our product portfolio with crayfish products and contributed to
an increase in our overall product sales. In particular, our revenue from sales of quick-frozen
prepared dishes increased from RMB3,015.9 million in 2022 to RMB3,916.3 million in 2023
and further to RMB4,335.6 million in 2024, representing a CAGR of 19.9%, primarily due to
FINANCIAL INFORMATION
– 288 –


--- page 299 ---
(i) our efforts to develop quick-frozen prepared dishes, capturing the accelerated growth in this
market segment; (ii) an increase in sales volume of certain signature products, such as shrimp
paste, fried crispy strip, and beef and lamb rolls, and (iii) the acquisition of Hubei New Liuwu.
In particular, in 2022, 2023 and 2024, our revenue from sales of crayfish products amounted
to RMB1,173.6 million, RMB1,586.1 million and RMB1,700.6 million, respectively,
accounting for 9.7%, 11.4% and 11.3% of our total revenue for the same years. In addition, due
to the fast growth in our quick-frozen prepared dishes business, its contribution to our total
revenue increased from 24.9% in 2022 to 28.8% in 2024.
The sales volume of all product categories generally increased throughout the Track
Record Period. The following table sets forth a breakdown of our sales volume and average
selling price of our key products by category for the years indicated:
Y ear ended December 31,
2022 2023 2024
Volume
Average
selling
price (1) Volume
Average
selling
price (1) Volume
Average
selling
price (1)
(tons) (RMB in
thousands
per ton)
(tons) (RMB in
thousands
per ton)
(tons) (RMB in
thousands
per ton)
Quick-frozen flavored and
processed products /H1118/H1118/H1118/H1118450,592 14.0 500,755 14.0 568,235 13.7
Quick-frozen prepared
dishes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118148,339 20.3 196,859 19.9 245,870 17.6
Quick-frozen flour and rice
products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118224,245 10.7 235,384 10.8 245,320 10.0
Note:
(1) Calculated by dividing the revenue generated from sales during a certain year by the sales volume in
that same year.
The average selling price of our products across product categories fluctuated slightly
throughout the Track Record Period, primarily due to the changes in product mix in each
category. In particular, the average selling price of quick-frozen prepared dishes decreased
from RMB20.3 thousands per ton in 2022 to RMB19.9 thousands per ton in 2023, and further
decreased to RMB17.6 thousands per ton in 2024, primarily due to a decrease in the selling
prices of crayfish products. This was mainly attributable to the intensified competition of
crayfish products which led to a decrease in selling prices. In addition, the average selling price
of our quick-frozen prepared dishes was higher than that of quick-frozen flavored and
processed products and quick-frozen flour and rice products, primarily due to the different raw
materials and ingredients and the more complex production processes involved.
FINANCIAL INFORMATION
– 289 –


--- page 300 ---
Revenue by Sales Channel
During the Track Record Period, we primarily sold our products through our distributors.
We collaborate with distributors to sell and distribute our products. Our other sales channels
include (i) key accounts, (ii) targeted enterprise customers, and (iii) new retail and e-commerce
platforms.
The following table sets forth a breakdown of our revenue by sales channel in absolute
amount and as a percentage of our total revenue for the years indicated:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Distributors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,757,738 80.6 11,318,764 81.1 12,311,205 81.9
Key accounts (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118973,499 8.0 843,010 6.0 822,481 5.5
Targeted enterprise customers (2) /H1118/H1118/H1118808,416 6.7 1,049,547 7.5 1,003,997 6.7
New retail and e-commerce
platforms (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118565,965 4.7 753,557 5.4 891,905 5.9
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,105,618 100.0 13,964,878 100.0 15,029,588 100.0
Notes:
(1) Key accounts primarily include national and regional supermarkets.
(2) Targeted enterprise customers primarily include chain catering companies, snack companies and other
corporate customers.
(3) New retail and e-commerce platforms primarily include retailers that adopt an online-offline integrated
approach, as well as self-operated stores on mainstream e-commerce platforms.
FINANCIAL INFORMATION
– 290 –


--- page 301 ---
Revenue by Geographical Region
We established a sales and distribution network with nationwide coverage, and primarily
sold our products via distributors that are located in different regions. The following table sets
forth a breakdown of our revenue by geographical region of our customers in absolute amount
and as a percentage of our total revenue for the years indicated:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Mainland China
Eastern China (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,581,450 46.2 6,054,370 43.4 6,439,227 42.8
Northern China (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,602,037 13.2 2,094,253 15.0 2,203,197 14.7
Central China (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,506,901 12.4 1,780,900 12.8 1,910,003 12.7
Southern China (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,033,055 8.5 1,154,457 8.3 1,257,267 8.4
Northeastern China (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,028,958 8.5 1,203,889 8.6 1,288,564 8.6
Southwestern China (6) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118672,471 5.6 815,091 5.8 931,958 6.2
Northwestern China (7) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118572,597 4.7 733,763 5.2 831,962 5.5
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,997,469 99.1 13,836,723 99.1 14,862,178 98.9
Overseas markets (8) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,149 0.9 128,155 0.9 167,410 1.1
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,105,618 100.0 13,964,878 100.0 15,029,588 100.0
Notes:
(1) Eastern China primarily includes Fujian Province, Anhui Province, Zhejiang Province, Jiangxi Province,
Shanghai and Jiangsu Province.
(2) Northern China primarily includes Beijing, Tianjin, Hebei Province, Shanxi Province and Inner
Mongolia Autonomous Region.
(3) Central China primarily includes Henan Province, Hubei Province and Hunan Province.
(4) Southern China primarily includes Guangdong Province, Guangxi Zhuang Autonomous Region and
Hainan Province.
(5) Northeastern China primarily includes Heilongjiang Province, Jilin Province and Liaoning Province.
(6) Southwestern China primarily includes Chongqing, Sichuan Province, Guizhou Province, Y unnan
Province and Tibet Autonomous Region.
(7) Northwestern China primarily includes Shaanxi Province, Gansu Province, Qinghai Province, Xinjiang
Uygur Autonomous Region and Ningxia Hui Autonomous Region.
(8) Overseas markets primarily include Europe, the United Kingdom, and the United States.
FINANCIAL INFORMATION
– 291 –


--- page 302 ---
During the Track Record Period, the majority of our revenue was derived from sales to
distributors. The revenue from sales to distributors increased from RMB9,757.7 million in
2022 to RMB11,318.8 million in 2023, and further increased to RMB12,311.2 million in 2024,
primarily due to (i) our expanding network of distributors and (ii) an increase in sales volume
of products to distributors. Our number of distributors increased from 1,836 as of December
31, 2022 to 1,964 as of December 31, 2023 and further increased to 2,017 as of December 31,
2024.
Our other sales channels include (i) key accounts, (ii) targeted enterprise customers, and
(iii) new retail and e-commerce platforms.
 Key accounts primarily include national and regional supermarkets. Our revenue
from sales to key accounts decreased by 13.4% from RMB973.5 million in 2022 to
RMB843.0 million in 2023, primarily due to the reduced foot traffic and closures of
some retail stores by certain supermarket customers, resulting in a decrease in sales
volume. Our revenue from sales to key accounts remained relatively stable at
RMB843.0 million and RMB822.5 million in 2023 and 2024, respectively.
 Our targeted enterprise customers primarily include chain catering companies, snack
companies and other corporate customers. Our revenue from sales to targeted
enterprise customers increased by 29.8% from RMB808.4 million in 2022 to
RMB1,049.5 million in 2023, primarily due to (i) our efforts in acquiring new
targeted enterprise customers, and (ii) the acquisition of Hubei New Liuwu, which
resulted in an increase in sales to targeted enterprise customers. Our revenue from
sales to targeted enterprise customers subsequently decreased by 4.3% from
RMB1,049.5 million in 2023 to RMB1,004.0 million in 2024, primarily due to a
decrease in sales of products to certain customers in this channel, which were
affected by the sluggish external demand of their products.
 New retail and e-commerce platforms primarily include retailers that adopt an
online-offline integrated approach, as well as self-operated stores on mainstream
e-commerce platforms. During the Track Record Period, our revenue from sales to
new retail and e-commerce platforms increased by 33.1% from RMB566.0 million
in 2022 to RMB753.6 million in 2023, and further increased by 18.4% to RMB891.9
million in 2024, primarily due to (i) our efforts to expand business presence on new
retail and e-commerce platforms, and (ii) the increasing popularity of new retail and
e-commerce platforms among consumers as these platforms typically leverage
technologies to enhance convenience and operational efficiency.
Cost of Sales
Our cost of sales primarily consisted of costs of raw materials and manufacturing
overhead. Our cost of sales amounted to RMB9,545.1 million, RMB10,807.7 million and
RMB11,621.3 million in 2022, 2023 and 2024, respectively.
FINANCIAL INFORMATION
– 292 –


--- page 303 ---
The following table sets forth a breakdown of our cost of sales by nature in absolute
amount and as a percentage of our total cost of sales for the years indicated:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,602,130 69.2 7,189,877 66.5 7,453,080 64.1
Manufacturing overhead /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,171,036 12.3 1,343,194 12.4 1,532,909 13.2
Contract manufacturer production
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118995,763 10.4 1,361,431 12.6 1,621,468 14.0
Direct labor expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118534,485 5.6 646,842 6.0 772,815 6.6
Logistics costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118241,676 2.5 266,377 2.5 241,034 2.1
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,545,090 100.0 10,807,721 100.0 11,621,306 100.0
Our cost of sales increased from RMB9,545.1 million in 2022 to RMB10,807.7 million
in 2023 and further increased to RMB11,621.3 million in 2024, primarily due to an increase
in the costs of raw materials, manufacturing overhead and contract manufacturer production
expenses, which was mainly attributed to an increase in our sales volume, partially offset by
an overall decrease in the market prices of certain key raw materials, such as pork, chicken and
crayfish. In addition, our logistics costs increased from RMB241.7 million in 2022 to
RMB266.4 million in 2023, in line with an increase in our sales volume. Our logistics costs
subsequently decreased to RMB241.0 million in 2024, primarily due to (i) optimized logistics
planning, and (ii) our efforts to optimize the digitization system for our warehousing and
logistics management.
Gross Profit and Gross Profit Margin
Our gross profit amounted to RMB2,560.5 million, RMB3,157.2 million and RMB3,408.3
million in 2022, 2023 and 2024, respectively. Our gross profit margin remained relatively
stable at 21.2%, 22.6% and 22.7% in 2022, 2023 and 2024, respectively.
FINANCIAL INFORMATION
– 293 –


--- page 304 ---
Gross Profit and Gross Profit Margin by Product Category
The following table sets forth a breakdown of our gross profit and gross profit margin by
product category for the years indicated:
Y ear ended December 31,
2022 2023 2024
Gross
profit
Gross
profit
margin%
Gross
profit
Gross
profit
margin%
Gross
profit
Gross
profit
margin%
(RMB in thousands, except for percentage)
Quick-frozen flavored and
processed products /H1118/H1118/H1118/H11181,615,156 25.7 1,957,275 28.0 2,245,993 28.8
Quick-frozen prepared
dishes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118299,472 9.9 424,488 10.8 481,181 11.1
Quick-frozen flour and rice
products. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118555,143 23.1 638,300 25.2 584,610 23.9
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890,757 23.2 137,094 26.7 96,498 21.4
Total/overall /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,560,528 21.2 3,157,157 22.6 3,408,282 22.7
Our overall gross profit margin remained relatively stable at 21.2%, 22.6% and 22.7% in
2022, 2023 and 2024, respectively.
 Our gross profit margin for quick-frozen flavored and processed products improved
throughout the Track Record Period, primarily driven by the increasing sales volume
of Lock-Fresh product line, which typically is of a relatively higher gross margin.
 Our gross profit margin for quick-frozen prepared dishes was relatively lower than
that of other product categories during the Track Record Period, primarily due to (i)
the relatively lower gross profit margin of crayfish products as compared to other
products, at 4.4%, 3.8% and 6.4% in 2022, 2023 and 2024, respectively; and (ii) the
contract manufacture of products in this product category, which in general leads to
lower gross profit margin. By outsourcing production of certain products, we
typically incur additional costs in relation to engaging contract manufacturers,
which adversely affects our profit margin. According to Frost & Sullivan, this is in
line with the industry practice.
 Our gross profit margin for quick-frozen flour and rice products increased from
23.1% in 2022 to 25.2% in 2023, primarily due to a decrease in costs of certain raw
materials, such as palm oil. Our gross profit margin for quick-frozen flour and rice
products subsequently decreased from 25.2% in 2023 to 23.9% in 2024, primarily
due to a decrease in selling prices of products in this category as a result of
promotional activities responding to the intensified competition.
FINANCIAL INFORMATION
– 294 –


--- page 305 ---
 Our gross profit margin for others increased from 23.2% in 2022 to 26.7% in 2023,
primarily due to the acquisition of New Liuwu leading to an increase in sales of
fishmeal products which typically are of relatively higher gross profit margin. Our
gross profit margin for others subsequently decreased from 26.7% in 2023 to 21.4%
in 2024, primarily due to (i) a decrease in selling price of fishmeal from RMB6.7
thousand per ton in 2023 to RMB5.4 thousand per ton 2024, attributable to
intensified competition; and (ii) gross profit margins of surimi decreased in 2024
driven by a increase in raw material costs.
For details on the changes in our gross profit and gross margin during the Track Record
Period, see “— Y ear-to-Y ear Comparison of Results of Operations.”
Gross Profit and Gross Profit Margin by Sales Channel
The following table sets forth a breakdown of our gross profit and gross profit margin by
sales channel for the years indicated:
Y ear ended December 31,
2022 2023 2024
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
(RMB in thousands, except for percentage)
Distributors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,886,449 19.3 2,376,602 21.0 2,673,322 21.7
Key accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118402,975 41.4 360,343 42.7 314,229 38.2
Targeted enterprise
customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118137,849 17.1 185,907 17.7 168,946 16.8
New retail and
e-commerce platforms /H1118/H1118133,255 23.5 234,305 31.1 251,785 28.2
Total/overall /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,560,528 21.2 3,157,157 22.6 3,408,282 22.7
Our overall gross profit increased throughout the Track Record Period, which was mainly
attributable to the increase in our sales to distributors. Our gross profit margin within each of
our sales channels remained relatively stable during the Track Record Period. In particular, we
recorded higher gross profit margin in relation to sales to key accounts primarily because this
sales channel is direct to consumers and incurs additional selling and marketing expenses, such
as charges by supermarkets for product display, costs for on-site promotional activities. As
such, we implemented a pricing policy that sets higher prices for products sold to such key
accounts, which result in a generally higher gross profit margin compared to other sales
channels. Our gross profit margin for products sold to key accounts decreased from 42.7% in
2023 to 38.2% in 2024, primarily due to weakened consumer sentiment and intensified
competition in 2024, which is in line with industry trend, according to Frost & Sullivan.
FINANCIAL INFORMATION
– 295 –


--- page 306 ---
Our gross profit margin for products sold to targeted enterprise customers was generally
lower than those of other sales channels during the Track Record Period, primarily because
such business customers place orders in bulk and thus with higher bargaining power.
Our gross profit margin for products sold to new retail and e-commerce platforms was
relatively higher than those sold to distributors, primarily due to (i) the difference in product
mix, with more direct-to-end-customer products sold in the former channel, and (ii) we
typically incur additional promotional and marketing expenses for this sales channel and thus
set higher prices for products sold. The products sold in this channel are relatively more
premium (e.g. Lock-Fresh product line or products with smaller packages). Our gross profit
margin for products sold to new retail and e-commerce platforms increased from 23.5% in 2022
to 31.1% in 2023, primarily because (i) as part of products sold through this channel are flour
and rice products, the gross profit margins of which increased in 2023 driven by a decrease in
raw material costs, (ii) an increase in sales of Lock-Fresh product line via this channel in 2023,
and (iii) our business with certain new retail platforms continued to ramp up in 2023 and
achieved savings in logistics costs. Our gross profit margin for products sold to new retail and
e-commerce platforms subsequently decreased from 31.1% in 2023 to 28.2% in 2024, primarily
because (i) we conducted promotional activities in response to weak consumer sentiment and
intensified competition, and (ii) we started working with certain platforms and sold products
with relatively lower margins, such as crayfish products.
Gross Profit and Gross Profit Margin by Geographical Region
The following table sets forth a breakdown of our gross profit and gross profit margin by
geographical region of our customers for the years indicated:
Y ear ended December 31,
2022 2023 2024
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
Gross
profit
Gross
profit
margin
(%)
(RMB in thousands, except for percentage)
Mainland China
Eastern China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,237,071 22.2 1,473,646 24.3 1,546,414 24.0
Northern China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118366,711 22.9 489,908 23.4 532,091 24.2
Central China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118292,143 19.4 365,068 20.5 413,317 21.6
Southern China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118220,121 21.3 252,943 21.9 253,790 20.2
Northeastern China /H1118/H1118/H1118/H1118/H1118214,827 20.9 268,283 22.3 299,366 23.2
Southwestern China /H1118/H1118/H1118/H1118/H1118105,716 15.7 149,310 18.3 170,410 18.3
Northwestern China /H1118/H1118/H1118/H1118/H1118106,146 18.5 146,572 20.0 172,649 20.8
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,542,735 21.2 3,145,730 22.7 3,388,037 22.8
Overseas markets /H1118/H1118/H1118/H1118/H1118/H1118/H111817,793 16.5 11,427 8.9 20,245 12.1
Total/Overall /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,560,528 21.2 3,157,157 22.6 3,408,282 22.7
FINANCIAL INFORMATION
– 296 –


--- page 307 ---
Our overall gross profit increased throughout the Track Record Period, which was mainly
attributable to the increase of our sales to customers in Eastern China and Northern China. Our
gross profit margin of product sales within each geographical region remained relatively stable
during the Track Record Period. In particular, we recorded a relatively higher gross profit
margin in mainland China, as compared to overseas markets, primarily due to the relatively
lower profit margins of our products under the Kung Fu Food brand, and the higher logistics
costs to transport products from mainland China to the overseas markets.
Other Income and Gains, Net
Our other income and gains, net primarily included government grants and interest
income. The government grants related to income have been received to reward our
contribution to the local economic growth. We also received certain government grants related
to the investments in fixed assets. The following table sets forth a breakdown of our other
income and gains, net for the years indicated:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Other Income
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,273 52.7 140,989 48.6 74,796 28.6
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888,677 36.5 105,424 36.3 73,873 28.2
Income from sales of scrap, net /H1118/H1118/H111812,989 5.3 13,635 4.7 16,330 6.2
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118229,939 94.5 260,048 89.6 164,999 63.0
Gains, net
Gain on disposal of financial
assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,738 3.2 16,519 5.7 26,554 10.1
Unrealized fair value gains on
financial assets at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,500 1.0 9,162 3.2 16,676 6.4
Compensation from non-controlling
shareholders of subsidiary
(1) /H1118/H1118/H1118/H1118– – – – 47,115 18.0
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,089 1.3 4,648 1.5 6,369 2.4
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,327 5.5 30,329 10.4 96,714 37.0
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118243,266 100.0 290,377 100.0 261,713 100.0
Note:
(1) The compensation represents the compensation payable to our Company by non-controlling
shareholders of Hubei New Liuwu due to their failure to meet the cumulative net profit commitments
for the years ended December 31, 2022, 2023, and 2024 as stipulated in the share transfer agreement
signed with our Company in April 2022.
FINANCIAL INFORMATION
– 297 –


--- page 308 ---
Selling and Distribution Expenses
Our selling and distribution expenses primarily consisted of (i) employee benefit
expenses, (ii) advertising expenses, and (iii) marketing and promotion expenses. Our selling
and distribution expenses amounted to RMB873.0 million, RMB925.8 million and RMB986.2
million in 2022, 2023 and 2024, respectively, accounting for 7.2%, 6.6% and 6.6% of our
revenue for the same periods.
The following table sets forth a breakdown of our selling and distribution expenses in
absolute amount and as a percentage of our total selling and distribution expenses for the years
indicated:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Employee benefit expenses /H1118/H1118/H1118/H1118/H1118/H1118323,655 37.1 337,237 36.4 364,188 36.9
Advertising expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118202,352 23.2 195,915 21.2 203,817 20.7
Marketing and promotion expenses /H1118 143,979 16.5 185,211 20.0 193,938 19.7
Logistics expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,417 12.9 113,780 12.3 131,732 13.4
Outsourcing service fees (1) /H1118/H1118/H1118/H1118/H1118/H111846,930 5.4 29,793 3.2 28,074 2.8
Travel expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,855 3.8 44,661 4.8 44,993 4.6
Others (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,812 1.1 19,157 2.1 19,466 1.9
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118873,000 100.0 925,754 100.0 986,208 100.0
Notes:
(1) Outsourcing service fees primarily include the fees incurred for personnel conducting supermarket
promotional activities.
(2) Others primarily include office related expenses, depreciation, conference expenses, and right-of-use
asset amortization.
Administrative Expenses
Our administrative expenses primarily consisted of (i) employee benefit expenses, (ii)
taxes and surcharges, and (iii) amortization of long-term assets. Our administrative expenses
amounted to RMB375.5 million, RMB426.8 million and RMB553.8 million in 2022, 2023 and
2024, respectively, accounting for 3.1%, 3.1% and 3.7% of our revenue for the same periods.
FINANCIAL INFORMATION
– 298 –


--- page 309 ---
The following table sets forth a breakdown of our administrative expenses in absolute
amount and as a percentage of our total administrative expenses for the years indicated:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Employee benefit expenses /H1118/H1118/H1118/H1118/H1118/H1118192,853 51.4 227,344 53.3 247,360 44.7
Taxes and surcharges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837,429 10.0 44,937 10.5 54,191 9.8
Amortization of long-term assets /H1118/H111827,322 7.3 38,315 9.0 37,994 6.9
Share-based payment expenses /H1118/H1118/H1118/H111833,460 8.9 19,208 4.5 100,808 18.2
Office related expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,228 4.9 22,337 5.2 21,312 3.8
Depreciation of fixed assets /H1118/H1118/H1118/H1118/H1118/H111816,332 4.3 16,055 3.8 26,924 4.9
Business development expenses /H1118/H1118/H11189,978 2.7 11,071 2.6 8,445 1.5
Amortization of right-of-use assets /H1118 9,057 2.4 10,092 2.4 10,999 2.0
Repairs consumables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,118 2.2 11,464 2.7 13,254 2.4
Transportation expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,215 0.9 4,137 1.0 4,080 0.7
Travel expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,297 0.3 2,659 0.6 3,031 0.5
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,182 4.7 19,166 4.4 25,418 4.6
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118375,471 100.0 426,785 100.0 553,816 100.0
Note:
(1) Others primarily include professional and consulting fees and property insurance fees.
Research and Development Expenses
Our research and development expenses primarily consisted of (i) employee benefit
expenses, (ii) raw materials and consumables used, and (iii) depreciation and amortization. Our
research and development expenses amounted to RMB93.3 million, RMB94.5 million and
RMB97.2 million in 2022, 2023 and 2024, respectively, accounting for 0.8%, 0.7% and 0.6%
of our revenue for the same periods.
FINANCIAL INFORMATION
– 299 –


--- page 310 ---
The following table sets forth a breakdown of our research and development expenses in
absolute amount and as a percentage of our total research and development expenses for the
years indicated:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Employee benefit expenses /H1118/H1118/H1118/H1118/H1118/H111846,736 50.1 48,212 51.0 48,400 49.8
Raw materials and consumables
used /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,636 37.1 34,456 36.5 35,658 36.7
Depreciation and amortization /H1118/H1118/H1118/H11188,216 8.8 7,429 7.9 8,483 8.7
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,740 4.0 4,374 4.6 4,673 4.8
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111893,328 100.0 94,471 100.0 97,214 100.0
Note:
(1) Others primarily include office related expenses, travel expenses, conference expenses, training fees,
repair fees and professional consulting fees.
Finance Costs
Our finance costs include (i) interest on bank and other borrowings, and (ii) interest on
lease liabilities. Our finance costs amounted to RMB12.4 million, RMB14.2 million and
RMB1.5 million in 2022, 2023 and 2024, respectively.
The following table sets forth a breakdown of our finance costs in absolute amount and
as a percentage of our total finance costs for the years indicated:
Y ear ended December 31,
2022 2023 2024
Amount % Amount % Amount %
(RMB in thousands, except for percentage)
Interest on bank and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,150 98.2 14,081 99.1 1,141 74.1
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118226 1.8 134 0.9 399 25.9
Total/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,376 100.0 14,215 100.0 1,540 100.0
FINANCIAL INFORMATION
– 300 –


--- page 311 ---
(Impairment Losses)/Reversal of Impairment Losses on Financial Assets
We recorded certain impairment losses on and reversal of impairment losses on trade
receivables. Our impairment losses on financial assets amounted to RMB11.5 million and
RMB7.3 million in 2022 and 2024, respectively. We recorded a reversal of impairment losses
on financial assets of RMB4.4 million in 2023.
Other Expenses
Our other expenses primarily consisted of (i) loss on disposal of items of property, plant
and equipment, (ii) impairment loss of non-financial assets, and (iii) donations. Our other
expenses amounted to RMB11.3 million, RMB59.0 million and RMB39.7 million in 2022,
2023 and 2024, respectively.
Income Tax Expense
Our income tax expense amounted to RMB309.3 million, RMB435.0 million and
RMB474.7 million in 2022, 2023 and 2024, respectively. We are subject to varying tax rates
in different jurisdictions. See Note 12 of the Accountant’s Report in Appendix I to this
Prospectus.
PRC
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.
Pursuant to an announcement [2021] No. 8 “The Announcement on the Implementation
and Supporting of Preferential Income Tax Policies for Small-scaled minimal profit enterprise
and Individual Industrial and Commercial Households Development” issued by MOF and
National Tax Bureau on April 7, 2021, for Small-scaled minimal profit enterprise with an
annual taxable income below RMB1,000,000 (RMB1,000,000 included), the taxable income is
reduced by 12.5%, and the enterprise income tax is paid at the tax rate of 20%, the Small-scaled
minimal profit enterprise with an annual taxable income between RMB1,000,000 and
RMB3,000,000 (RMB3,000,000 included) is entitled to a preferential tax treatment with only
50% income taxable at the preferential EIT rate of 20%. Pursuant to an announcement [2023]
No. 12 “The Announcement on the Implementation of Preferential Income Tax Policies for
Small-scaled minimal profit enterprise and Individual Industrial and Commercial Households”
issued by MOF and National Tax Bureau on August 2, 2023, for Small-scaled minimal profit
enterprise, the tax relief policy extended to December 12, 2027. That is, for Small-scaled
minimal profit enterprise whose annual taxable income does not exceed RMB1,000,000, the
taxable income is reduced by 12.5%, and the enterprise income tax is paid at the tax rate of
20%, from January 1, 2022 to December 31, 2024. Certain subsidiaries which meet the criteria
of “small-scaled minimal profit enterprise” are eligible for preferential tax rate of 20%.
FINANCIAL INFORMATION
– 301 –


--- page 312 ---
Pursuant to an announcement [2020] 560 issued by Sichuan Economic and Information
Technology Industry Development and Regulation Bureau, the main business of the company’s
subsidiary, Sichuan Anjoy Foods Co., Ltd. is in line with the encouraged industries in the
“Guiding Catalogue for Industrial Structure Adjustment (2019 Edition)”, allowing it to enjoy
a reduced enterprise income tax rate of 15%.
Pursuant to the Regulations for the Implementation of the Enterprise Income Tax Law of
the People’s Republic of China, the income from the agricultural products processing projects
of the company’s subsidiaries Anshan Anrun Food Co., Ltd., Hubei Anrun Food Co., Ltd.,
Honghu Xinhongye, Hubei New Liuwu, and the subsidiary companies Honghu Hongye
Eco-agriculture Company Co., Ltd., Qianjiang New Liuwu Foods Science and Technology Co.,
Ltd., and Hubei Songlin Biological Feed Co., Ltd. are exempted from enterprise income tax.
Hong Kong
No Hong Kong profit tax has been provided for the subsidiary incorporated in Hong Kong
as no assessable profits have been generated in Hong Kong in each year or period during the
Track Record Period.
United Kingdom
Before April 1, 2023, Oriental Food Express Limited, the UK corporation tax has been
provided at the rate of 19% on the estimated assessable profits arising in UK. From April 1,
2023, the corporation tax main rate for non-ring fence profits increased to 25% for profits
above GBP250,000. A small profits rate of 19% was also applicable to the companies with
profits of GBP50,000 or less. Companies with profits between GBP50,000 and GBP250,000
will pay tax at the main rate, reduced by a marginal relief. Certain subsidiaries of our Group
are the qualifying entities under the UK corporation tax rates regime.
Our Group is within the scope of the Pillar Two model rules published by the
Organization for Economic Co-operation and Development. While Hong Kong is in the process
of seeking consultation on the implementation of the global minimum tax and domestic
minimum top-up tax, it is expected that the new regime will come into effect for the Group’s
financial year beginning on January 1, 2025. Of the jurisdictions in which Oriental Food
Express Limited operates, the UK enacted the Pillar Two legislation which is effective and is
applicable to the Group for the year beginning on January 1, 2024. Our Group have undertaken
a preliminary assessment of the Pillar Two tax implications for the jurisdictions in which our
Group operates and have enacted Pillar Two legislation. Based on the preliminary assessment
and current financials, our Group does not expect to have any material Pillar Two exposure
(including current tax) arising in these jurisdictions during the year ended December 31, 2024.
Our Group has also applied the Amendments to IAS 12, “International Tax Reform — Pillar
Two Model Rules,” temporary mandatory exception to recognizing and disclosing information
about deferred tax assets and liabilities related to Pillar Two income taxes.
FINANCIAL INFORMATION
– 302 –


--- page 313 ---
As of the Latest Practicable Date, we did not have any dispute with any tax authority.
During the Track Record Period and up to the Latest Practicable Date, we have not been subject
to any tax investigation, enquiries, penalties or surcharges.
YEAR-TO-YEAR COMPARISON OF RESULTS OF OPERATIONS
Y ear Ended December 31, 2024 Compared With Y ear Ended December 31, 2023
Revenue
Our revenue increased by 7.6% from RMB13,964.9 million in 2023 to RMB15,029.6
million in 2024, primarily due to the increase in sales of quick-frozen flavored and processed
products.
 Our revenue from sales of quick-frozen flavored and processed products increased
by 11.3% from RMB7,002.2 million in 2023 to RMB7,793.2 million in 2024,
primarily due to an increase in sales volume. The overall sales volume of
quick-frozen flavored and processed products increased from 500,755 tons in 2023
to 568,235 tons in 2024. In particular, the Lock-Fresh product line continued to gain
popularity among customers, and its sales recorded a revenue growth of 18.9% from
2023 to 2024.
 Our revenue from sales of quick-frozen prepared dishes increased by 10.7% from
RMB3,916.3 million in 2023 to RMB4,335.6 million in 2024, primarily due to an
increase in sales volume of certain signature products, such as shrimp paste, beef
and lamb rolls. The overall sales volume of quick-frozen prepared dishes increased
from 196,859 tons in 2023 to 245,870 tons in 2024. However, there was a decrease
in sales price of crayfish products which is in line with the decrease in market price
of crayfish in 2024.
 Our revenue from sales of quick-frozen flour and rice products decreased by 3.2%
from RMB2,532.7 million in 2023 to RMB2,450.8 million in 2024, primarily due to
(i) a decrease in revenue from sales to key accounts, attributable to the reduced foot
traffic and closures of some retail stores by certain supermarket customers, resulting
in a decrease in sales volume; and (ii) a decrease in average selling price from
RMB10.8 thousand per ton in 2023 to RMB10.0 thousand per ton in 2024, driven by
intensified competition.
 Our revenue from sales of other products decreased by 12.4% from RMB513.7
million in 2023 to RMB449.9 million in 2024, primarily due to a decrease in sales
of fishmeal and surimi.
FINANCIAL INFORMATION
– 303 –


--- page 314 ---
Cost of Sales
Our cost of sales increased by 7.5% from RMB10,807.7 million in 2023 to RMB11,621.3
million in 2024, primarily due to an increase in costs of raw materials and manufacturing
overhead and contract manufacturer production expenses, which is largely in line with the
increase in sales volume, partially offset by (i) a decrease in market prices of raw materials
across product categories, and (ii) a decrease in logistics costs.
Gross Profit and Gross Profit Margin
Our gross profit increased by 8.0% from RMB3,157.2 million in 2023 to RMB3,408.3
million in 2024. Our gross profit margin remained relatively stable at 22.6% and 22.7% in 2023
and 2024, respectively.
Other Income and Gains, Net
Our other income and gains, net decreased by 9.9% from RMB290.4 million in 2023 to
RMB261.7 million in 2024, primarily due to (i) a decrease in government grants, and (ii) a
decrease in interest income, partially offset by an increase in compensation from non-
controlling shareholders of subsidiary of RMB47.1 million in 2024. See Note 6 to the
Accountants’ Report included in Appendix I to this Prospectus.
Selling and Distribution Expenses
Our selling and distribution expenses increased by 6.5% from RMB925.8 million in 2023
to RMB986.2 million in 2024, primarily due to an increase in employee benefit expenses and
logistics expenses, which is largely in line with our business expansion. Our selling and
distribution expenses as a percentage of our revenue remained relatively stable at 6.6% in 2023
and 2024.
Administrative Expenses
Our administrative expenses increased by 29.8% from RMB426.8 million in 2023 to
RMB553.8 million in 2024, primarily due to an increase in share-based payment expenses. Our
administrative expenses as a percentage of our revenue increased from 3.1% in 2023 to 3.7%
in 2024.
FINANCIAL INFORMATION
– 304 –


--- page 315 ---
Research and Development Expenses
Our research and development expenses increased by 2.9% from RMB94.5 million in
2023 to RMB97.2 million in 2024, primarily due to an increase in raw materials and
consumables used in the product development process. Our research and development expenses
as a percentage of our revenue also remained relatively stable at 0.7% and 0.6% in 2023 and
2024, respectively.
Finance Costs
Our finance costs decreased by 89.4% from RMB14.2 million in 2023 to RMB1.5 million
in 2024, primarily due to a decrease in interest on bank and other borrowings.
(Impairment Losses)/Reversal of Impairment Losses on Financial Assets
We recorded a reversal of impairment losses on financial assets of RMB4.4 million in
2023, primarily due to a decrease in the balance of certain trade receivables as of December
31, 2023. We subsequently recorded impairment losses on financial assets of RMB7.3 million
in 2024, primarily due to an increase in the balance of certain trade receivables as of December
31, 2024.
Other Expenses
Our other expenses decreased by 32.7% from RMB59.0 million in 2023 to RMB39.7
million in 2024, primarily due to a decrease in loss on disposal of items of property, plant and
equipment and right-of-use assets.
Income Tax Expense
Our income tax expense increased by 9.1% from RMB435.0 million in 2023 to RMB474.7
million in 2024, primarily due to an increase in taxable income.
Profit for the Y ear
As a result of the foregoing, our profit for the year remained relatively stable at
RMB1,501.2 million and RMB1,513.6 million in 2023 and 2024, respectively.
FINANCIAL INFORMATION
– 305 –


--- page 316 ---
Y ear Ended December 31, 2023 Compared With Y ear Ended December 31, 2022
Revenue
Our revenue increased by 15.4% from RMB12,105.6 million in 2022 to RMB13,964.9
million in 2023, primarily due to the increase in sales of quick-frozen flavored and processed
products.
 Our revenue from sales of quick-frozen flavored and processed products increased
by 11.2% from RMB6,296.8 million in 2022 to RMB7,002.2 million in 2023,
primarily due to (i) our efforts to develop our sales network, in particular with
respect to distributors as well as and new retail and e-commerce platforms, and (ii)
our continuous efforts to launch new products and upgrade existing ones. The
overall sales volume of quick-frozen flavored and processed products increased
from 450,592 tons in 2022 to 500,755 tons in 2023. In particular, the Lock-Fresh
product line continued to gain popularity among customers, and its sales recorded
a revenue growth of 17.6% from 2022 to 2023.
 Our revenue from sales of quick-frozen prepared dishes increased by 29.9% from
RMB3,015.9 million in 2022 to RMB3,916.3 million in 2023, primarily due to (i)
the acquisition of Hubei New Liuwu, which enriched our product portfolio with
crayfish products and contributed to an increase in our overall product sales, and (ii)
the increase in sales of signature products, such as shrimp paste and Qianye tofu.
The overall sales volume of quick-frozen prepared dishes increased from 148,339
tons in 2022 to 196,859 tons in 2023.
 Our revenue from sales of quick-frozen flour and rice products increased by 5.4%
from RMB2,402.3 million in 2022 to RMB2,532.7 million in 2023, primarily due to
our continuous efforts in the product development to expand signature products into
product lines. For example, building upon our signature sticky rice shumai products,
we expanded our product offerings with purple rice shumai and “three-treasure”
shumai. We have also launched paper-thin wrapper shumai with various flavors,
including black pepper beef and pork with diced vegetables. The overall sales
volume of quick-frozen flour and rice products increased from 224,245 tons in 2022
to 235,384 tons in 2023.
 Our revenue from sales of other products increased by 31.5% from RMB390.6
million in 2022 to RMB513.7 million in 2023, primarily due to the acquisition of
Hubei New Liuwu, which contributed to an increase in our sales of agricultural
by-products.
FINANCIAL INFORMATION
– 306 –


--- page 317 ---
Cost of Sales
Our cost of sales increased by 13.2% from RMB9,545.1 million in 2022 to RMB10,807.7
million in 2023, primarily due to an increase in costs of raw materials and outsourcing service
cost for engaging contract manufacturers, which is largely in line with the increase in sales
volume, partially offset by a decrease in market price of raw materials across product
categories.
Gross Profit and Gross Profit Margin
Our gross profit increased by 23.3% from RMB2,560.5 million in 2022 to RMB3,157.2
million in 2023. Our gross profit margin increased from 21.2% in 2022 to 22.6% in 2023,
primarily due to (i) the decrease in certain key raw material prices across main product
categories in 2023. In particular, our average procurement price of chicken decreased by 5.6%
from 2022 to 2023; and our average procurement price of pork decreased by 14.8% from 2022
to 2023; and (ii) change in product mix as we optimized our product portfolio. For instance,
the products under the Lock-Fresh product line are generally of higher gross profit margins,
and recorded a revenue growth of 17.6% from 2022 to 2023.
Other Income and Gains, Net
Our other income and gains, net increased by 19.4% from RMB243.3 million in 2022 to
RMB290.4 million in 2023, primarily due to (i) an increase in government grants in 2023, and
(ii) an increase in interest income.
Selling and Distribution Expenses
Our selling and distribution expenses increased by 6.0% from RMB873.0 million in 2022
to RMB925.8 million in 2023, primarily due to an increase in marketing and promotion
expenses attributable to our increased marketing activities on the new retail and e-commerce
platforms. Our selling and distribution expenses as a percentage of our revenue decreased from
7.2% in 2022 to 6.6% in 2023.
Administrative Expenses
Our administrative expenses increased by 13.7% from RMB375.5 million in 2022 to
RMB426.8 million in 2023, primarily due to (i) an increase in the employee benefit expenses
resulting from the enhanced remuneration for administrative personnel, and (ii) an increase in
amortization of long-term assets. Our administrative expenses as a percentage of our revenue
remained relatively stable at 3.1% in 2022 and 2023.
FINANCIAL INFORMATION
– 307 –


--- page 318 ---
Research and Development Expenses
Our research and development expenses remained relatively stable at RMB93.3 million
and RMB94.5 million in 2022 and 2023, respectively. Our research and development expenses
as a percentage of our revenue also remained relatively stable at 0.8% and 0.7% in 2022 and
2023, respectively.
Finance Costs
Our finance costs increased by 14.5% from RMB12.4 million in 2022 to RMB14.2 million
in 2023, primarily due to an increase in interest expense on bank and other borrowings.
(Impairment Losses)/Reversal of Impairment Losses on Financial Assets
Our impairment losses on financial assets amounted to RMB11.5 million in 2022, and we
subsequently reversed the impairment losses on financial assets of RMB4.4 million in 2023
primarily due to a decrease in the balance of certain trade receivables as of December 31, 2023.
Other Expenses
Other expenses increased from RMB11.3 million in 2022 to RMB59.0 million in 2023,
primarily due to an increase in impairment losses of goodwill.
Income Tax Expense
Our income tax expense increased by 40.6% from RMB309.3 million in 2022 to
RMB435.0 million in 2023, primarily due to an increase in taxable income. The effective tax
rate remained relatively stable at 21.7% and 22.5% in 2022 and 2023, respectively.
Profit for the Y ear
As a result of the foregoing, our profit for the year increased by 34.3% from RMB1,117.5
million in 2022 to RMB1,501.2 million in 2023.
FINANCIAL INFORMATION
– 308 –


--- page 319 ---
DISCUSSION OF KEY ITEMS OF CONSOLIDATED STATEMENTS OF FINANCIAL
POSITION
The following table sets forth selected information from our consolidated statement of
financial position as of the dates indicated, which has been extracted from our audited
consolidated financial statements included in Appendix I to this Prospectus.
As of December 31,
2022 2023 2024
(RMB in thousands)
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,292,160 10,426,345 10,350,573
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,850,555 6,874,083 7,024,527
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,142,715 17,300,428 17,375,100
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,862,752 4,006,063 3,678,769
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118380,954 393,782 425,998
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,243,706 4,399,845 4,104,767
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,
2022 2023 2024
(RMB in thousands)
Non-current assets
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,139,075 5,166,525 5,363,911
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118368,625 382,562 462,468
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118806,500 770,407 739,129
Other Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118339,873 305,047 268,999
Investment in an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,496 15,096 13,764
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843,629 80,065 19,226
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118143,357 154,381 157,030
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,850,555 6,874,083 7,024,527
FINANCIAL INFORMATION
– 309 –


--- page 320 ---
As of December 31,
2022 2023 2024
(RMB in thousands)
Non-current liabilities
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,459 132,121 131,686
Interest-bearing bank and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,266 1,465 490
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,420 2,175 36,195
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118211,482 248,881 255,481
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,327 9,140 2,146
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118380,954 393,782 425,998
Property, Plant and Equipment
Our property, plant and equipment primarily consisted of buildings and machinery
equipment. Our property, plant and equipment increased by 24.8% from RMB4,139.1 million
as of December 31, 2022 to RMB5,166.5 million as of December 31, 2023, and further
increased by 3.8% to RMB5,363.9 million as of December 31, 2024, primarily due to an
increase in ongoing construction of our production bases in Guangdong Province, Shandong
Province and Hubei Province.
Right-of-use Assets
Our right-of-use assets primarily consisted of (i) leasehold land and (ii) office premises
and plant. Our right-of-use assets increased by 3.8% from RMB368.6 million as of December
31, 2022 to RMB382.6 million as of December 31, 2023, and further increased by 20.9% to
RMB462.5 million as of December 31, 2024, primarily due to our acquisition of land-use rights
and an increase in leases for cold storage facilities, in line with our business expansion.
Goodwill
Goodwill arising on acquisition of businesses is measured at cost less accumulated
impairment losses. We generally determine whether goodwill is impaired on an annual basis.
This requires an estimation of the value in use of the cash-generating units to which the
goodwill is allocated. Estimating the value in use requires us to make an estimate of the
expected future cash flows from the cash-generating units and also to choose a suitable
discount rate in order to calculate the present value of those cash flows. Our Group performs
its annual impairment test of goodwill as of December 31. As of December 31, 2022, 2023 and
2024, our goodwill amounted to RMB806.5 million, RMB770.4 million and RMB739.1
million, respectively.
FINANCIAL INFORMATION
– 310 –


--- page 321 ---
Impairment Testing of Goodwill
Goodwill acquired through business combinations is allocated to the following cash-
generating unit (“CGU”) for impairment testing.
 Wuxi Anjoy Foods Marketing Co., Ltd CGU;
 Honghu Xinhongye and subsidiaries CGU
(1);
 Oriental Food and subsidiaries CGU (2); and
 Hubei New Liuwu and subsidiaries CGU (3).
Notes:
(1) Honghu Xinhongye Food Co., Ltd., Honghu Xinhongye Aquatic Company Co., Ltd. and Honghu
Hongye Eco-agriculture Company Co., Ltd. have been identified as Honghu Xinhongye and subsidiaries
cash-generating unit. Honghu Xinhongye and subsidiaries cash-generating unit were acquired by our
Group in August 2021 and became a subsidiary of our Group since then.
(2) Oriental Food Express Limited, Good News International Trading Europe B.V , Good News International
Trading Limited have been identified as Oriental Food and subsidiaries cash-generating unit. Oriental
Food and subsidiaries cash-generating unit were acquired by our Group in September 2021 and became
a subsidiary of our Group since then.
(3) Hubei New Liuwu Foodstuff Group Co., Ltd., Qianjiang New Liuwu Food Technology Co., Ltd., Hubei
Songlin Biological Feed Co., Ltd., and Jiangxi Liuwu Co., Ltd. have been identified as Hubei New
Liuwu and subsidiaries cash-generating unit. Hubei New Liuwu and subsidiaries cash-generating unit
were acquired by our Group in August 2022 and became a subsidiary of our Group since then.
The recoverable amount of Honghu Xinhongye and subsidiaries CGU has been
determined based on a value in use calculation using cash flow projections based on financial
budgets covering a five-year period approved by senior management. The discount rates
applied to the cash flow projections were 10.20%, 10.00% and 9.20% as of December 31, 2022,
2023 and 2024, respectively. The growth rate used to extrapolate the cash flows of the foods
production and processing unit beyond the five-year period were 0%, 0% and 0% as of
December 31, 2022, 2023 and 2024, which is an estimate of the long-term rate of inflation.
The recoverable amount of Oriental Food and subsidiaries CGU has been determined
based on a value in use calculation using cash flow projections based on financial budgets
covering a five-year period approved by senior management. The discount rates applied to the
cash flow projections were 14.00%, 13.90% and 14.00% as of December 31, 2022, 2023 and
2024, respectively. The growth rate used to extrapolate the cash flows of the foods production
and processing unit beyond the five-year period were 0%, 0% and 0% as of December 31, 2022,
2023 and 2024, which is also an estimate of the long-term rate of inflation.
FINANCIAL INFORMATION
–3 1 1–


--- page 322 ---
The recoverable amount of Hubei New Liuwu and subsidiaries CGU has been determined
based on a value in use calculation using cash flow projections based on financial budgets
covering a five-year period approved by senior management. The discount rates applied to the
cash flow projections were 10.00%, 9.70% and 9.20% as of December 31, 2022, 2023 and
2024, respectively. The growth rate used to extrapolate the cash flows of the foods products
production and processing unit beyond the five-year period were 0%, 0% and 0% as of
December 31, 2022, 2023 and 2024, which is also an estimate of the long-term rate of inflation.
The management made the impairment test of CGUs with the assistance of external
valuers. The following table sets forth the carrying amount of goodwill allocated to each of the
cash-generating units as of the dates indicated:
As of December 31,
2022 2023 2024
(RMB in thousands)
Wuxi Anjoy Foods Marketing Co., Ltd. /H1118 1,059 1,059 1,059
Honghu Xinhongye and subsidiaries
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/H1118441,352 441,352 421,096
Oriental Food and subsidiaries CGU /H1118/H1118 19,957 19,957 19,957
Hubei New Liuwu and subsidiaries
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/H1118344,132 308,039 297,017
The carrying amount of Hubei New Liuwu and subsidiaries CGU was impaired by
RMB36.1 million and RMB11.0 million in 2023 and 2024, respectively. Consequently, the
carrying amount of goodwill was written down by RMB36.1 million and RMB11.0 million,
respectively. The impairment loss was recognized as other expenses in the consolidated
statement of profit or loss. The recoverable amount of the CGU was RMB308.0 million and
RMB297.0 million as of December 31, 2023 and 2024, respectively. The impairment was
attributable to the overall decline in the crayfish industry which led to a decrease in selling
prices.
The carrying amount of Honghu Xinhongye and subsidiaries CGU was impaired by
RMB20.3 million in 2024, respectively. Consequently, the carrying amount of goodwill was
written down by RMB20.3 million. The impairment loss was recognized as other expenses in
the consolidated statement of profit or loss. The recoverable amount of the CGU was
RMB421.1 million as of December 31, 2024. The impairment was attributable to the overall
decline in the crayfish industry which led to a decrease in demand and selling prices.
FINANCIAL INFORMATION
– 312 –


--- page 323 ---
We perform our annual impairment test of goodwill at the end of a calendar year.
Assumptions were used in the value in use calculation of CGU as of December 31, 2022, 2023
and 2024, respectively. The following describes each key assumption on which management
has based its cash flow projections to undertake impairment testing of goodwill of CGU:
 Budgeted gross margins — The basis used to determine the value assigned to the
budgeted gross margins is the average gross margins achieved in the year
immediately before the budget year, increased for expected efficiency
improvements, and expected market development.
 Discount rates — The discount rates used are before tax and reflect specific risks
relating to the CGU.
 Long-term growth rates — The basis used to determine the value assigned to the
long-term growth rates are the forecast price indices during the budget year from
where the main business are located.
The values assigned to the key assumptions on market development of the CGU and
discount rates are consistent with external information sources.
Sensitivity Analysis of Goodwill
In the opinion of our Directors, for Honghu Xinhongye and subsidiaries CGU, a
reasonably possible change in the key assumptions of the cash flow projections would cause
its carrying amount exceed its recoverable amount as of December 31, 2022 and 2023,
respectively. The headroom was RMB443.0 million as of December 31, 2022. If the budgeted
gross profit margin decreased from 11.3% to 9.1%, or the pre-tax discount rate increased from
10.2% to 13.1%, or the average sales growth rate decreased from 4.7% to a negative decreasing
trend of 2.9%, an impairment on goodwill would be recognized for the year ended December
31, 2022. The headroom was RMB287.0 million as of December 31, 2023. If the budgeted
gross profit margin decreased from 11.0% to 9.4%, or the pre-tax discount rate increased from
10.0% to 11.9%, or the average sales growth rate decreased from 4.0% to a negative decreasing
trend of 1.3%, a further impairment on goodwill would be recognized for the year ended
December 31, 2023.
FINANCIAL INFORMATION
– 313 –


--- page 324 ---
For Oriental Food and subsidiaries CGU, a reasonably possible change in the key
assumptions of the cash flow projections would cause its carrying amount exceed its
recoverable amount as of December 31, 2022, 2023 and 2024, respectively. The headroom was
RMB23.9 million as of December 31, 2022. If the budgeted gross profit margin decreased from
21.7% to 20.0%, an impairment on goodwill would be recognized for the year ended December
31, 2022. The headroom was RMB10.9 million as of December 31, 2023. If the budgeted gross
profit margin decreased from 19.4% to 18.5%, a further impairment on goodwill would be
recognized for the year ended December 31, 2023. The headroom was RMB13.2 million as of
December 31, 2024. If the budgeted gross profit margin decreased from 22.1% to 21.9%, or the
pre-tax discount rate increased from 14.0% to 14.5%, a further impairment on goodwill would
be recognized for the year ended December 31, 2024.
For Hubei New Liuwu and subsidiaries CGU, a reasonably possible change in the key
assumptions of the cash flow projections would cause its carrying amount exceed its
recoverable amount. The headroom was RMB10.7 million as of December 31, 2022. If the
budgeted gross profit margin decreased from 11.5% to 11.4%, or the pre-tax discount rate
increased from 10.0% to 10.1%, or the average sales growth rate decreased from 9.3% to 9.1%,
an impairment on goodwill would be recognized for the year ended December 31, 2022.
See Note 17 to the Accountants’ Report in Appendix I to this prospectus.
Other Intangible Assets
Other intangible assets primarily include software, trademarks and patent rights. They
were acquired by our Group and are stated at cost less accumulated amortization (where the
estimated useful life is finite) and impairment losses. As of December 31, 2022, 2023 and 2024,
our intangible assets amounted to RMB339.9 million, RMB305.0 million and RMB269.0
million, respectively.
FINANCIAL INFORMATION
– 314 –


--- page 325 ---
Net Current Assets
The following table sets forth our current assets and liabilities as of the dates indicated:
As of December 31, As of April 30,
2022 2023 2024 2025
(RMB in thousands)
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,136,836 3,566,705 3,284,638 3,046,658
Trade and bills receivables /H1118/H1118/H1118736,997 572,084 626,127 434,353
Prepayments, other receivables
and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118241,987 278,852 339,427 418,326
Financial assets at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118672,325 1,033,242 3,321,233 3,357,196
Restricted cash and time
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,446,105 448,011 550,826 267,327
Cash and bank balances /H1118/H1118/H1118/H1118/H11183,057,910 4,527,451 2,228,322 2,490,158
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,292,160 10,426,345 10,350,573 10,014,018
Current liabilities
Trade and bills payables /H1118/H1118/H1118/H1118/H11181,327,301 1,288,469 1,379,710 955,271
Other payables and accruals /H1118/H11181,885,979 2,229,172 1,711,352 1,456,564
Due to related parties — trade
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,751 16,449 8,351
Interest-bearing bank and
other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118489,905 326,341 112,095 384,238
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,584 1,563 6,477 3,803
Tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155,983 152,767 175,159 52,200
Dividends payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 277,527 –
Total current liabilities /H1118/H1118/H1118/H1118/H11183,862,752 4,006,063 3,678,769 2,860,427
Net current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,429,408 6,420,282 6,671,804 7,153,591
Our net current assets decreased by 0.1% from RMB6,429.4 million as of December 31,
2022 to RMB6,420.3 million as of December 31, 2023, primarily due to an increase in other
payables and accruals of RMB343.2 million, partially offset by (i) a decrease in interest-
bearing bank and other borrowings of RMB163.6 million, (ii) an increase in total current assets
of RMB134.2 million, and (iii) a decrease in trade and bills payables of RMB38.8 million.
FINANCIAL INFORMATION
– 315 –


--- page 326 ---
Our net current assets increased by 3.9% from RMB6,420.3 million as of December 31,
2023 to RMB6,671.8 million as of December 31, 2024, primarily due to (i) an increase in
financial assets at fair value through profit and loss of RMB2,288.0 million, (ii) a decrease in
other payables and accruals of RMB517.8 million, and (iii) a decrease in interest-bearing bank
and other borrowings of RMB214.2 million, partially offset by (i) a decrease in cash and cash
equivalents of RMB2,299.1 million, (ii) a decrease in inventories of RMB282.1 million, and
(iii) an increase in dividends payable of RMB277.5 million.
Our net current assets increased by 7.2% from RMB6,671.8 million as of December 31,
2024 to RMB7,153.6 million as of April 30, 2025, primarily due to (i) a decrease in trade and
bills payables of RMB424.4 million, (ii) a decrease in dividends payable of RMB277.5 million
and (iii) a decrease in other payables and accruals of RMB254.8 million, partially offset by (i)
a decrease in restricted cash and time deposits of RMB283.5 million, (ii) an increase in
interest-bearing bank and other borrowings of RMB272.1 million and (iii) a decrease in
inventories of RMB238.0 million.
Inventories
Our inventories primarily consisted of finished goods, raw materials and goods in transit.
The following table sets out a breakdown of our inventories as of the dates indicated:
As of December 31,
2022 2023 2024
(RMB in thousands)
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,007,407 936,086 1,060,604
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,167 3,531 4,480
Semi-finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118243,939 292,385 254,668
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,133,514 1,449,414 1,116,365
Goods in transit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118789,559 920,699 869,742
Provision for impairment of inventories /H1118 (44,750) (35,410) (21,221)
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/H11183,136,836 3,566,705 3,284,638
Our inventories increased by 13.7% from RMB3,136.8 million as of December 31, 2022,
to RMB3,566.7 million as of December 31, 2023, primarily due to an increase in production
volume to support our business expansion. Our inventories subsequently decreased by 7.9%
from RMB3,566.7 million as of December 31, 2023 to RMB3,284.6 million as of December 31,
2024, primarily due to a decrease in finished goods in response to the market conditions in
2024, in particular, the overall decrease in the market prices of crayfish products.
FINANCIAL INFORMATION
– 316 –


--- page 327 ---
The following table sets out an aging analysis of our inventories as of the dates indicated:
As of December 31,
2022 2023 2024
(RMB in thousands)
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,095,629 3,499,666 3,260,591
One to two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835,298 58,533 18,475
Over two years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,909 8,506 5,572
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,136,836 3,566,705 3,284,638
The following table sets forth our inventory turnover days for the years indicated:
Y ear ended December 31,
2022 2023 2024
Inventory turnover days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106.1 113.2 107.6
Note:
(1) Inventory turnover days are calculated using the average of opening balance and closing balance of
inventories for a year divided by cost of sales for the relevant year and multiplied by the number of days
during such period (i.e. 365 days for a fiscal year).
Our inventory turnover days increased from 106.1 days in 2022 to 113.2 days in 2023,
primarily due to the consolidation of inventory of Hubei New Liuwu and its procurement of
raw materials is affected by seasonality and thus of relatively slower turnover. Our inventory
turnover days decreased from 113.2 days in 2023 to 107.6 days in 2024, primarily due to (i)
our reduced inventory level in response to the market conditions in 2024, and (ii) improved
turnover efficiency for crayfish products by aligning production cycles with our customer’s
needs, as we typically procure raw materials of crayfish products in the first quarter for
year-round sales.
As of April 30, 2025, RMB2,584.0 million, or 78.7% of inventories as of December 31,
2024, had been used, consumed or sold.
FINANCIAL INFORMATION
– 317 –


--- page 328 ---
Trade and Bills Receivables
Our trade and bills receivables primarily consisted of trade receivables, and bills
receivable. The following table sets out a breakdown of our trade and bills receivables as of
the dates indicated:
As of December 31,
2022 2023 2024
(RMB in thousands)
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118784,461 615,493 671,913
Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118239 2,723 –
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(47,703) (46,132) (45,786)
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/H1118736,997 572,084 626,127
For certain customers, such as our distributors, we have engaged in credit sale with them
during the Track Record Period and we usually grant credit terms of 30 days. In addition, we
impose a credit limit on such customers. We seek to maintain strict control over our outstanding
receivables. Our finance department is responsible for minimizing credit risks. Overdue
balances are reviewed regularly by senior management.
The following table sets out an aging analysis of our trade and bills receivable as of the
dates indicated:
As of December 31,
2022 2023 2024
(RMB in thousands)
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118736,823 568,908 616,633
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118174 3,176 9,183
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– 3 1 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/H1118736,997 572,084 626,127
Our trade and bills receivables decreased by 22.4% from RMB737.0 million as of
December 31, 2022, to RMB572.1 million as of December 31, 2023, primarily due to the
enhanced efforts in following up with our customers in relation to payments. Our trade and
bills receivables increased by 9.4% from RMB572.1 million as of December 31, 2023 to
RMB626.1 million as of December 31, 2024, primarily due to relaxation of receivables
management practice in light of the market conditions where certain customers had witnessed
relatively sluggish external demand for their products. Our trade and bills receivable aging one
to two years increased from RMB3.2 million as of December 31, 2023 to RMB9.2 million as
FINANCIAL INFORMATION
– 318 –


--- page 329 ---
of December 31, 2024 primarily due to (i) certain customers for our crayfish products with
long-standing relationships are given extended credit term till end of a calendar year, and (ii)
certain customers with cashflow issues are also given extended credit terms.
In relation to the trade and bills receivables of RMB626.1 million as of December 31,
2024, the Company is of the view that there was no material recoverability issues with such
outstanding trade and bills receivables, primarily because (i) the outstanding balance was
generally within the credit period granted to our customers or in accordance with relevant
settlement procedures implemented by either us or our customers, (ii) our customers displayed
good creditworthiness with steady business and financial performance in the past, (iii) we have
not had any material collection issue with our customers, and (iv) we have provided sufficient
provisions in relation to our trade and bills receivables as of December 31, 2024. RMB595.2
million, or 88.6% of our trade and bills receivables as of December 31, 2024 had been settled
as of April 30, 2025.
The following table sets forth our trade and bills receivables turnover days for the years
indicated:
Y ear ended December 31,
2022 2023 2024
Trade and bills receivables turnover
days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819.3 17.1 14.5
Note:
(1) Trade and bills receivables turnover days are calculated using the average of opening balance and
closing balance of trade and bills receivables for a year divided by revenue for the relevant year and
multiplied by the number of days during such period (i.e. 365 days for a fiscal year).
Our trade and bills receivables turnover days decreased from 19.3 days in 2022 to 17.1
days in 2023 and further decreased to 14.5 days in 2024, primarily due to the enhanced efforts
in following up with our customers in relation to payments.
FINANCIAL INFORMATION
– 319 –


--- page 330 ---
Prepayments, Other Receivables and Other Assets
Our prepayments, other receivables and other assets primarily consisted of (i) value added
tax recoverable, (ii) prepayments, and (iii) deposits. The following table sets out a breakdown
of our prepayments, other receivables and other assets as of the dates indicated:
As of December 31,
2022 2023 2024
(RMB in thousands)
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,276 70,625 64,891
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,163 13,052 8,878
Corporate income tax recoverable /H1118/H1118/H1118/H1118/H11183,152 11,850 3,893
V alue added tax recoverable (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133,499 175,798 248,421
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/H111818,194 10,370 16,869
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6,297) (2,843) (3,525)
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/H1118241,987 278,852 339,427
Note:
(1) V alue added tax recoverable included (i) pending deductible input tax, (ii) pending certification input
tax, (iii) V A T retention mainly arising from property, plant and equipment and inventory purchase,
(iv) prepaid V A T, (v) prepaid additional tax.
Our prepayments, other receivables and other assets increased by 15.2% from RMB242.0
million as of December 31, 2022 to RMB278.9 million as of December 31, 2023, primarily due
an increase in value added tax recoverable of RMB42.3 million. Our prepayments, other
receivables and other assets further increased by 21.7% from RMB278.9 million as of
December 31, 2023 to RMB339.4 million as of December 31, 2024, primarily due to an
increase in value added tax recoverable of RMB72.6 million.
As of April 30, 2025, RMB300.9 million, or 88.7% of our prepayments, other receivables
and other assets as of December 31, 2024, had been settled.
Financial Assets at Fair Value Through Profit or Loss
Our financial assets at fair value through profit or loss during the Track Record Period
mainly represented wealth management products, which were structured deposits and debt
bonds in nature. See Note 26 to the Accountant’s Report included in Appendix I to this
Prospectus. The current financial product portfolio could be subject to the impact of
macroeconomic environment conditions, and we monitor the portfolio mix closely. See “Risk
Factors — Risks Relating to Our Industry and Business — We are exposed to changes in our
financial assets at fair value through profit or loss (“FVTPL”).” Our financial assets at fair
value through profit or loss increased from RMB672.3 million as of December 31, 2022 to
FINANCIAL INFORMATION
– 320 –


--- page 331 ---
RMB1,033.2 million as of December 31, 2023 and further increased to RMB3,321.2 million as
of December 31, 2024. Such increase during the Track Record Period was primarily due to an
increase in wealth management products.
Our investment policies and strategies with respect to financial products mainly include:
(i) we minimize financial risks by matching the maturities of the portfolio with anticipated
operating cash needs, while aiming to generate reasonable investment returns for the benefits
of our shareholders; (ii) investment in high-risk products is not allowed; (iii) the proposed
investment must not interfere with our business operations or capital expenditures; and (iv) the
financial products are issued by a reputable financial institution and whether a minimum
returns is guaranteed. We primarily invest in short-to-mid-term financial products issued by
major commercial banks in Mainland China. Whilst certain financial products that we
purchased may not be principal-protected, they are generally categorized as low to medium
risks at R1 and R2 risk ratings. We make investment decisions related to financial products on
a case-by-case basis after thoroughly considering a number of factors, including the
macro-economic environment, general market conditions, the risk control and credit levels of
the issuing banks, our working capital needs, and the expected profit or potential loss of the
investment.
To monitor and control the investment risks associated with our financial product
portfolio, we have adopted a comprehensive set of internal procedures to manage our
investment in financial products. With the authorization of the Board and the supervision by
our Chairman and our chief financial officer, we evaluate and determine the investment plans
with respect to financial products in accordance with our cash management policies and
internal approval process. Prior to modifying our existing investment portfolio, the proposal
must be approved by our finance department head, our chief financial officer and our
Chairman. For details of our chief financial officer’s expertise in this regard, see “Directors,
Supervisors and Senior Management.”
After Listing, our investments in financial products will be subject to compliance with
Chapter 14 of the Listing Rules.
Our investment strategy related to such products focuses on minimizing the financial risks
by reasonably and conservatively matching the maturities of the portfolio to anticipated
operating cash needs, while generating desirable investment returns. To control our risk
exposure, we make investment decisions related to low risk wealth management products, after
thoroughly considering a number of factors, including, but not limited to, macro-economic
environment, general market conditions, risk control and credit of issuing financial institutions,
our own working capital conditions, and the expected profit or potential loss of the investment.
FINANCIAL INFORMATION
– 321 –


--- page 332 ---
Trade and Bills Payables
Our trade and bills payables represent our obligation to pay for goods or services that
have been purchased from suppliers in the ordinary course of business, and consisted of (i) bills
payables, and (ii) trade payables.
The trade payables are typically settled within 60 days. The following table sets out an
aging analysis of our trade payables and bills payables as of the dates indicated:
As of December 31,
2022 2023 2024
(RMB in thousands)
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,318,870 1,266,540 1,375,078
Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,431 21,929 4,632
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/H11181,327,301 1,288,469 1,379,710
The following table sets forth our trade and bills payables turnover days for the years
indicated:
Y ear ended December 31,
2022 2023 2024
Trade and bills payables turnover
days (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850.2 44.2 41.9
Note:
(1) Trade and bills payables turnover days are calculated using the average of opening balance and closing
balance of trade payables for a year divided by cost of sales for the relevant year and multiplied by the
number of days during such period (i.e. 365 days for a fiscal year).
Our trade and bills payables turnover days decreased from 50.2 days in 2022 to 44.2 days
in 2023, primarily due to the enhanced settlement, which was partially offset by the increased
procurement volume to meet our expanding sales volume. Our trade and bills payables turnover
days further decreased from 44.2 days in 2023 to 41.9 days in 2024, primarily due to further
settlement with our suppliers.
As of April 30, 2025, RMB1,306.0 million, or 94.7% of our trade and bills payables as
of December 31, 2024, had been settled.
FINANCIAL INFORMATION
– 322 –


--- page 333 ---
Other Payables and Accruals (Current)
Our other payables and accruals (current) primarily consisted of (i) contract liabilities,
(ii) deposits, and (iii) other payables for property, plant, and equipment. The following table
sets out a breakdown of our other payables and accruals (current) as of the dates indicated:
As of December 31,
2022 2023 2024
(RMB in thousands)
Current
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118439,211 629,522 260,138
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118352,631 289,020 278,621
Other payables for property, plant, and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118284,230 507,865 396,872
Sales rebates allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118244,981 249,227 280,843
Staff salaries, bonuses and welfare
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,893 243,720 245,520
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,607 145,413 99,187
Accrued expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104,153 90,701 78,690
Other payables-restricted stock
repurchase /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,053 – –
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/H111886,220 73,704 71,481
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/H11181,885,979 2,229,172 1,711,352
Our other payables and accruals (current) increased by 18.2% from RMB1,886.0 million
as of December 31, 2022 to RMB2,229.2 million as of December 31, 2023, primarily due to
(i) an increase in other payables for property, plant, and equipment, and (ii) an increase in
contract liabilities. Our other payables and accruals (current) subsequently decreased by 23.2%
from RMB2,229.2 million as of December 31, 2023 to RMB1,711.4 million as of December 31,
2024, primarily due to (i) a decrease in contract liabilities, and (ii) a decrease in other payables
for property, plant, and equipment, (iii) a decrease in staff salaries, bonuses and welfare
payables, and (iv) a decrease in sales rebates allowance.
Contract liabilities are recognized when payments are received or are due (whichever is
earlier) from a customer before our Group transfers the related goods or services. Our contract
liabilities (current) increased from RMB439.2 millions of December 31, 2022 to RMB629.5
million as of December 31, 2023, in line with our increase in sales. Our contract liabilities
(current) subsequently decreased from RMB629.5 million as of December 31, 2023 to
RMB260.1 million as of December 31, 2024, primarily due to further order fullfillment with
our customers.
FINANCIAL INFORMATION
– 323 –


--- page 334 ---
Contract liabilities are subsequently recognized as revenue when our Group performs
under the contract (i.e. transfers control of the related goods or services to the customer). As
of April 30, 2025, RMB254.3 million, or approximately 97.8% of our contract liabilities as of
December 31, 2024 had been recognized as revenue.
As of April 30, 2025, RMB1,370.7 million, or 80.1% of our other payables and accruals
(current) as of December 31, 2024, had been settled.
Due to Related Parties — Trade Payables
Our trade payables due to related parties primarily represented amounts due to Beihai
Heyuan Foods Co., Ltd (“Beihai Heyuan”) for the purchase of shrimp paste products. Our trade
payables due to related parties increased by 110.3% from RMB7.8 million as of December 31,
2023 to RMB16.4 million as of December 31, 2024, primarily due to (i) an increase in purchase
amount of shrimp paste products from Beihai Heyuan in 2024, and (ii) the credit terms
extended by the parties and such payables were yet due as of December 31, 2024.
Dividends Payable
We recorded dividends payable of nil, nil and RMB277.5 million as of December 31,
2022, 2023 and 2024, respectively. The dividends payable of RMB277.5 million as of
December 31, 2024 had been fully paid in January 2025.
LIQUIDITY AND CAPITAL RESOURCES
We have historically funded our cash requirements principally from proceeds from our
business operations, capital contribution from shareholders and proceeds from external debts
and other fundraising activities. 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.
FINANCIAL INFORMATION
– 324 –


--- page 335 ---
Cash Flow
The following table sets forth a summary of our cash flows for the years indicated:
Y ear ended December 31,
2022 2023 2024
(RMB in thousands)
Net cash flows generated from
operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,361,327 1,907,058 2,024,015
Net cash flows (used in)/generated from
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,749,238) 266,009 (3,132,159)
Net cash flows generated from/(used in)
financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,421,382 (705,392) (1,190,643)
Cash and cash equivalents at beginning
of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,024,626 3,057,910 4,527,451
Effect of foreign exchange differences,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(187) 1,866 (342)
Cash and cash equivalents at end of
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/H11183,057,910 4,527,451 2,228,322
Net Cash Flows Generated From Operating Activities
In 2024, our net cash flows generated from operating activities were RMB2,024.0 million,
which represents our profit before taxation of RMB1,988.3 million, as adjusted by non-cash
and non-operating items, primarily comprising the depreciation of property, plant and
equipment of RMB451.8 million, partially offset by income tax paid of RMB440.4 million.
In 2023, our net cash flows generated from operating activities were RMB1,907.1 million,
which primarily represents our profit before taxation of RMB1,936.2 million.
In 2022, our net cash flows generated from operating activities were RMB1,361.3 million,
which represents our profit before taxation of RMB1,426.8 million, partially offset by a
decrease in trade and bills payables of RMB129.0 million.
FINANCIAL INFORMATION
– 325 –


--- page 336 ---
Net Cash Flows Generated From/(Used in) Investing Activities
In 2024, our net cash flows used in investing activities were RMB3,132.2 million,
primarily attributable to (i) the purchases of financial assets at fair value through profit or loss
of RMB11,079.5 million, mainly included wealth management products, which were structured
deposits and debt bonds in nature; and (ii) the purchase of items of property, plant and
equipment of RMB844.4 million, partially offset by the proceeds from disposal of financial
assets at fair value through profit or loss of RMB8,846.1 million. See “Discussion of Key Items
of Consolidated Statements of Financial Position — Financial Assets at Fair V alue Through
Profit or Loss.”
In 2023, our net cash flows generated from investing activities were RMB266.0 million,
primarily attributable to (i) the proceeds from disposal of financial assets at fair value through
profit or loss of RMB2,651.0 million, and (ii) the proceeds from disposal of time deposits of
RMB2,539.4 million, partially offset by (i) the purchases of financial assets at fair value
through profit or loss of RMB3,006.0 million, (ii) the purchase of items of property, plant and
equipment of RMB1,415.4 million, and (iii) the purchases of time deposits of RMB546.4
million.
In 2022, our net cash flows used in investing activities were RMB4,749.2 million,
primarily attributable to (i) the purchases of time deposits of RMB2,346.3 million, and (ii) the
purchases of financial assets at fair value through profit or loss of RMB2,100.0 million.
Net Cash Flows Generated From/(Used in) Financing Activities
In 2024, our net cash flows used in financing activities were RMB1,190.6 million,
primarily attributable to (i) the dividends paid of RMB921.8 million, and (ii) repayment of
interest-bearing bank and other borrowings of RMB698.0 million, partially offset by the
proceeds from interest-bearing bank and other borrowings of RMB483.0 million.
In 2023, our net cash flows used in financing activities were RMB705.4 million, primarily
attributable to (i) the repayment of interest-bearing bank and other borrowings of RMB679.2
million, and (ii) the dividends paid of RMB552.0 million, partially offset by the proceeds from
interest-bearing bank and other borrowings of RMB564.5 million.
In 2022, our net cash flows generated from financing activities were RMB5,421.4 million,
primarily attributable to the issue of shares of RMB5,674.6 million, partially offset by the
dividends paid of RMB205.0 million.
FINANCIAL INFORMATION
– 326 –


--- page 337 ---
INDEBTEDNESS
The following table sets forth the breakdown of our indebtedness as of the dates
indicated:
As of December 31, As of April 30,
2022 2023 2024 2025
(RMB in thousands)
(Unaudited)
Current
Interest-bearing bank and
other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118489,905 326,341 112,095 384,238
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,584 1,563 6,477 3,803
Non-current
Interest-bearing bank and
other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,266 1,465 490 –
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,420 2,175 36,195 38,954
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118497,175 331,544 155,257 426,995
Our Directors confirmed that there is no material change in our indebtedness since April
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.
Interest-Bearing Bank and Other Borrowings
As of December 31, 2022, 2023 and 2024, we had borrowings of RMB492.2 million,
RMB327.8 million and RMB112.6 million, respectively, mainly representing unsecured bank
loans primarily to supplement our working capital. Our borrowings are all denominated in
Renminbi. The effective interest rate on our bank loans ranged from 1.7% to 4.7% during the
Track Record Period. As of the Latest Practicable Date, our unutilized banking facilities
amounted to RMB2,242.7 million.
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.
FINANCIAL INFORMATION
– 327 –


--- page 338 ---
Lease Liabilities
As of December 31, 2022, 2023 and 2024, our total lease liabilities (including current and
non-current portions) amounted to RMB5.0 million, RMB3.7 million and RMB42.7 million,
respectively.
Our lease liabilities decreased by 26.0% from RMB5.0 million as of December 31, 2022
to RMB3.7 million as of December 31, 2023, primary due to payments of lease liabilities. Our
lease liabilities subsequently increased from RMB3.7 million as of December 31, 2023 to
RMB42.7 million as of December 31, 2024, primarily due to the increased number of leased
properties, in line with our business expansion. Our lease liabilities remained relatively stable
at RMB42.7 million and RMB42.8 million as of December 31, 2024 and April 30, 2025,
respectively.
Contingent Liabilities
We did not have any material contingent liabilities as of December 31, 2022, 2023, and
2024, and April 30, 2025, respectively.
Indebtedness Statement
Except as disclosed above, as of April 30, 2025 being the latest 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 is no material change in our
indebtedness since April 30, 2025 and up to the date of this Prospectus.
FINANCIAL INFORMATION
– 328 –


--- page 339 ---
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios for the years indicated or as of the
dates indicated:
As of/For the Y ear ended December 31,
2022 2023 2024
Revenue growth (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118N/A 15.4 7.6
Gross profit margin (%) (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821.2 22.6 22.7
Net profit margin (%) (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.2 10.7 10.1
Gearing ratio (%) (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.1 2.6 1.2
Current ratio (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182.7 2.6 2.8
Adjusted net profit margin
(non-IFRS measure) (5) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.5 10.9 10.7
Notes:
(1) Gross profit margin equals gross profit for the year divided by revenues for the respective year and
multiplied by 100%.
(2) Net profit margin equals profit for the year divided by revenues for the respective year and multiplied
by 100%.
(3) Gearing ratio equals debt divided by the adjusted capital plus debt, and multiplied by 100%. Debt
includes interest-bearing borrowings and lease liabilities. Capital includes equity attributable to owners
of the parent.
(4) Current ratio equals total current assets divided by total current liabilities as of the relevant dates.
(5) Adjusted net profit margin (non-IFRS measure) equals adjusted profit for the year (as a non-IFRS
measure) divided by revenue and multiplied by 100%. See “— Non-IFRS Measure.”
Gearing Ratio
Our gearing ratio decreased from 4.1% as of December 31, 2022 to 2.6% as of December
31, 2023, primarily due to the decrease in debt from RMB497.2 million as of December 31,
2022 to RMB331.5 million as of December 31, 2023.
Our gearing ratio decreased from 2.6% as of December 31, 2023 to 1.2% as of December
31, 2024, primarily due to the decrease in debt from RMB331.5 million as of December 31,
2023 to RMB155.3 million as of December 31, 2024.
FINANCIAL INFORMATION
– 329 –


--- page 340 ---
Current Ratio
Our current ratio remained relatively stable at 2.7 and 2.6 in 2022 and 2023, respectively.
Our current ratio increased from 2.6 in 2023 to 2.8 in 2024, primarily due to a decrease
in our total current liabilities, which was mainly attributable to (i) a decrease in other payables
and accruals of RMB517.8 million, and (ii) a decrease in interest-bearing bank and other
borrowings of RMB214.2 million, partially offset by a decrease in our total current assets.
CAPITAL EXPENDITURES
During the Track Record Period, our capital expenditures primarily consisted of (i)
purchase of items of property, plant and equipment, and (ii) purchase of other intangible assets.
The following table sets forth our capital expenditure for the years indicated:
Y ear ended December 31,
2022 2023 2024
(RMB in thousands)
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/H11181,038,061 1,415,423 844,366
Purchase of other intangible assets /H1118/H1118/H1118/H11185,311 5,493 4,257
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/H11181,043,372 1,420,916 848,623
In 2022, 2023 and 2024, our capital expenditures amounted to RMB1,043.4 million,
RMB1,420.9 million and RMB848.6 million, respectively. We funded these expenditures
mainly with cash generated from our operations and proceeds from financing activities.
Following the Global Offering, we will continue to incur capital expenditures to grow our
business. We plan to fund our planned capital expenditures primarily 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
During the Track Record Period, our capital commitments were primarily related to the
purchase of property, plant and equipment. See Note 41 to the Accountant’s Report in Appendix
I to this Prospectus. As of December 31, 2022, 2023 and 2024, the total amount of our capital
commitments was RMB284.2 million, RMB507.9 million and RMB396.9 million, respectively.
FINANCIAL INFORMATION
– 330 –


--- page 341 ---
RELATED PARTY TRANSACTIONS
We enter into transactions with our related parties from time to time. For details about our
related party transactions during the Track Record Period, see Note 42 of Appendix I to this
Prospectus.
Our Directors are of the view that each of the related party transactions set out in Note
42 to the Accountant’s Report in Appendix I to this Prospectus was conducted in the ordinary
course of business on an arm’s-length basis and with normal commercial terms between the
relevant 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
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 R&D services with
us.
FINANCIAL RISKS DISCLOSURE
We are exposed to a variety of financial risks, including credit risk, liquidity risk, interest
rate and foreign currency risk. Our overall risk management program focuses on the
unpredictability of financial markets and seeks to minimize potential adverse effects on our
financial performance. See Note 45 of Appendix I to this Prospectus.
Foreign Currency Risk
We have transactional currency exposures. Such exposures arise from sales or purchases
by operating units in currencies other than the units’ functional currencies. In addition, we have
currency exposures from our cash and cash equivalent. The management of the Company
consider our exposure to foreign currency risk not significant.
FINANCIAL INFORMATION
– 331 –


--- page 342 ---
Interest Rate Risk
Our bank balances, other than short-term and long-term bank deposits, expose to cash
flow interest rate risk due to the fluctuation of the prevailing market interest rate. The directors
of the Company consider our exposure to interest rate risk in respect of bank balances,
long-term bank deposits and interest-bearing bank and other borrowings is not significant as
most of them are at fixed interest rate.
Credit Risk
We trade only with recognized and creditworthy third parties. It is our 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 our exposure to bad debts
is not significant.
Liquidity Risk
We monitor and maintain a level of cash and bank balances deemed adequate by our
management to finance the operations and mitigate the effects of fluctuations of cash flows.
Capital Management
The primary objectives of our capital management are to safeguard our ability to continue
as a going concern and to maintain healthy capital ratios in order to support our business and
maximize equity holders’ value.
We manage our 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, we may adjust the dividend payment to equity holders, return capital to
equity holders or issue new shares. We are not subject to any externally imposed capital
requirements. No changes were made in the objectives, policies or processes for managing
capital during the years ended December 31, 2022, 2023 and 2024.
We monitor capital using a gearing ratio, which is debt divided by the adjusted capital
plus debt. Debt includes interest-bearing borrowings and lease liabilities. Capital includes
equity attributable to owners of the parent.
FINANCIAL INFORMATION
– 332 –


--- page 343 ---
DIVIDENDS AND DIVIDEND POLICY
Pursuant to the Articles of Association, which were adopted and effective in August 2024,
we target to declare cash dividends that account for not less than 40% of the distributable
profits realized in that year, subject to we have sufficient working capital and there are no
material adverse changes in the Company’s external business environment and operating
conditions. We declared dividends of RMB330.5 million and RMB740.1 million with respect
to the years ended December 31, 2022 and 2023, respectively.
In April 2025, the Board proposed a dividend of RMB296.5 million with respect to the
year ended December 31, 2024, which was approved by the Shareholders in May 2025. In
aggregate, we declared RMB977.2 million in relation to the year ended December 31, 2024,
which had been fully paid as of the date of this Prospectus.
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 December 31, 2024, we had RMB12,768 million of retained earnings available for
distribution to our shareholders.
LISTING EXPENSES
Listing expenses represent professional fees, underwriting commissions and other fees
incurred in connection with the Global Offering. We estimate that our listing expenses will be
approximately RMB131.6 million (assuming an Offer Price of HK$66.00 per Offer Share
(being the maximum Offer Price), and no exercise of the Over-allotment Option), representing
5.5% of the gross proceeds (based on the maximum Offer Price), and assuming that the
Over-Allotment Option is not exercised) of the Global Offering. We expect to incur listing
expenses of approximately RMB131.6 million, of which approximately RMB1.3 million is
expected to be recognized in the consolidated statements of profit or loss as administrative
expenses and approximately RMB130.3 million is expected to be recognized as a deduction in
equity directly upon the Listing. By nature, our listing expenses are composed of (i)
underwriting commission of approximately RMB92.3 million and (ii) non-underwriting-related
expenses of approximately RMB39.3 million, which consist of fees and expenses of legal
advisors and Reporting Accountants of approximately RMB25.6 million and other fees and
expenses of approximately RMB13.7 million.
FINANCIAL INFORMATION
– 333 –


--- page 344 ---
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 December 31,
2024, being the end date of the periods reported in Appendix I to this Prospectus, and there is
no event since December 31, 2024 that would materially affect the information as set out in the
Accountants’ Report in Appendix I to this Prospectus.
DISCLOSURE REQUIRED UNDER THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, there was no circumstance
that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the Listing
Rules.
FINANCIAL INFORMATION
– 334 –


--- page 345 ---
FUTURE PLANS
See “Business — Our Strategies” for a detailed discussion of our future plans.
USE OF PROCEEDS
Assuming an Offer Price of HK$66.00 per Offer Share (being the maximum Offer Price),
we estimate that we will receive net proceeds of approximately HK$2,495.8 million from the
Global Offering after deducting the underwriting commissions and other estimated expenses in
connection with the Global Offering and assuming that the Over-allotment Option is not
exercised. In line with our strategies, we intend to use our proceeds from the Global Offering
for the purposes and in the amounts set forth below:
Y ear ended December 31,
Total
Approximate
%o ft h e
total2026 2027 2028 2029 2030
(HK$ in million)
Expanding our sales and
distribution network /H1118/H1118/H1118/H111818.8% 18.8% 18.8% 18.8% 24.8% 873.5 35.0%
Strengthening our
procurement capabilities,
optimizing our supply
chain and building a
supply chain system /H1118/H1118/H1118 18.8% 18.8% 18.8% 18.8% 24.8% 873.5 35.0%
Digitalizing our business
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.1% 20.0% 20.0% 20.0% 35.9% 374.4 15.0%
Product development and
technological innovation /H1118 18.0% 18.0% 18.0% 18.0% 28.0% 124.8 5.0%
Working capital and general
corporate purposes /H1118/H1118/H1118/H111840.0% 30.0% 30.0% 0.0% 0.0% 249.6 10.0%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818.6% 20.1% 20.1% 17.1% 24.1% 2,495.8 100.0%
 Approximately 35.0% or HK$873.5 million, for expanding our sales and distribution
network. In particular:
o approximately 15.0% of the net proceeds, or HK$374.4 million, is expected to
be used to strengthen our domestic sales and distribution network. We will
continue to empower our distributors and capture new market opportunities.
Leveraging our rich industry experience, we intend to continually provide
dedicated services and support to distributors across Mainland China in
developing downstream customers, organizing various marketing activities,
and promoting their sales growth. As our Group has nationwide coverage
across Mainland China, we also plan to further expand our customer base of
FUTURE PLANS AND USE OF PROCEEDS
– 335 –


--- page 346 ---
targeted enterprise customers, such as chain restaurants, and develop
customized products to meet their needs. In addition, we plan to further
develop our partnerships with new retail and e-commerce platforms by
investing resources to enrich our product offerings and better reach individual
customers through these platforms;
o approximately 5.0% of the net proceeds, or HK$124.8 million, is expected to
be used to strengthen our overseas sales channels and distribution network. We
plan to conduct brand-building and marketing activities in overseas markets,
such as the Southeast Asia, Australia, North America and Europe. These
regions present significant opportunities for rapid growth. According to Frost
& Sullivan, the market size of quick-frozen food in the Southeast Asia is
expected to grow at a CAGR of 14.0% from 2024 to 2029. Additionally, the
market share of top five companies in the region is currently below 5%,
indicating substantial opportunities for future market consolidation and
expansion. Meanwhile, regions such as Australia, North America and Europe,
where the quick-frozen food industry has entered a mature development stage,
offer promising prospects for the overseas development of Chinese cuisine,
supported by well-established cold chain infrastructure. We believe that by
leveraging our business presence in UK via Oriental Food Express Limited, a
UK’s leading producer of Chinese quick-frozen food cuisines with the brand
“Kung Fu Food” and the experience of acquisition, we plan to capture the
market opportunities in these overseas markets with the potential of
accelerated growth. By collaborating with well-established distributors in
overseas markets, we plan to expand sales coverage to local supermarkets,
restaurants and other areas where local communities typically gather. We also
plan to establish strategic partnerships or business relationships with catering
companies that have overseas operations or are preparing for overseas market
expansion. We plan to establish a dedicated sales team to explore market
opportunities and serve such customers. We will also develop new products
based on consumer demand in overseas markets to cater to their local tastes and
preferences;
o approximately 15.0% of the net proceeds, or HK$374.4 million, is expected to
be used to acquire or invest in suitable target companies, so as to enhance our
sales and distribution network. In particular, we evaluate potential targets
based on a number of factors, including (i) market position in the food sector,
(ii) brand value and product portfolio, (iii) sales network and customer base,
and (iv) product development capabilities. We typically aim to acquire targets
with an annual revenue exceeding RMB300.0 million. Such potential targets
are expected to have solid track record of operations and financials and
maintain a good internal control mechanism and compliance history, with an
operating history of over five years. We believe that acquiring market players
of such caliber will align with our overall business growth strategy. As of the
Latest Practicable Date, we had not identified any investment or acquisition
FUTURE PLANS AND USE OF PROCEEDS
– 336 –


--- page 347 ---
target. According to Frost & Sullivan, there were thousands of suitable targets
of such caliber in these overseas regions as of the Latest Practicable Date,
based on initial identification through desk research and public searches to
filter players meeting the target selection criteria, followed by expert
interviews and data from our database to locate those targets that met the
acquisition standards.
 Approximately 35.0% or HK$873.5 million, for strengthening our procurement
capabilities, optimizing our supply chain and building a supply chain system. We
believe that improving our access to raw materials at competitive prices and
optimized supply chain would allow us to capture market opportunities globally,
including the overseas Chinese populations in regions such as the Southeast Asia,
Australia, North Americas and Europe, and the substantial halal food market in the
Southeast Asia. We believe these regions present significant opportunities for rapid
growth. According to Frost & Sullivan, the market size of quick-frozen food in the
Southeast Asia is expected to grow at a CAGR of 14.0% from 2024 to 2029.
Additionally, the market share of top five companies in the region is currently below
5%, indicating substantial opportunities for future market consolidation and
expansion. Meanwhile, regions such as Australia, North America and Europe, where
the quick-frozen food industry has entered a mature development stage, offer
promising prospects for the overseas development of Chinese cuisine, supported by
well-established cold chain infrastructure. In particular:
o approximately 15.0% of the net proceeds, or HK$374.4 million, is expected to
be used to further enhance our procurement capabilities, strengthen
cooperation with suppliers, and develop our global supplier network. We plan
to explore strategic cooperative relationships, so as to establish a stable and
diversified supply chain. The supply chain system will primarily serve to
connect our supply chain resources, enabling us to obtain a stable supply of
high-quality raw materials globally at competitive prices. In addition, as we
plan to establish production facilities that are catered for overseas markets,
such supply chain system will empower us to procure raw materials globally
that may be closer to their flavor profiles and cost effective. For instance, we
are in the process of obtaining Halal certification in relation to some of our
prepared dish products; and
FUTURE PLANS AND USE OF PROCEEDS
– 337 –


--- page 348 ---
o approximately 20.0% of the net proceeds, or HK$499.2 million, is expected to
be used to enhance our global production capabilities. We may establish new
production base(s) in China or in overseas markets, and/or acquire or invest in
suitable target companies, so as to enhance our production and supply chain
capabilities. In particular, we evaluate potential targets based on a number of
factors, including (i) market position in the food sector, (ii) supply chain
resources and capabilities, (iii) production technology and (iv) licenses
qualifications and permits. We typically aim to acquire targets with an annual
revenue exceeding RMB300.0 million. Such potential targets are expected to
have solid track record of operations and financials and maintain a good
internal control mechanism and compliance history, with an operating history
of over five years. As of the Latest Practicable Date, we had not identified any
investment or acquisition target. According to Frost & Sullivan, there were
thousands of suitable targets of such caliber in these overseas regions as of the
Latest Practicable Date, based on initial identification through desk research
and public searches to filter players meeting the target selection criteria,
followed by expert interviews and data from our database to locate those
targets that met the acquisition standards.
 Approximately 15.0% or HK$374.4 million, for digitalizing our business operations.
For instance, we intend to strengthen our production infrastructure with intelligent
production equipment and digitalization tools. We plan to invest in implementing
advanced technologies, such as intelligent production and warehousing capabilities.
We also plan to enhance our digitalization capabilities by developing and upgrading
our digital systems. We plan to collaborate with third-party service providers, so as
to equip ourselves with cutting-edge technologies. We will enhance data analytics
capabilities, so as to support our business decision making. For instance, we plan to
further improve (i) our “Anjoy Home” CRM system and Fastsell system to provide
better support for our distributors; (ii) the KA-Link system to better serve key
accounts and assist our sales teams in optimizing product marketing and sales
strategies; and (iii) our EDI system by enhancing its production process monitoring
and quality control capabilities to further improve our production efficiency.
FUTURE PLANS AND USE OF PROCEEDS
– 338 –


--- page 349 ---
 Approximately 5.0% or HK$124.8 million, for product development and
technological innovation. We plan to invest in the research and development of new
products and the upgrade of existing products, so as to meet evolving consumer
demand and taste preferences. We intend to optimize and upgrade our existing
product portfolio, in order to seize market opportunities and meet consumer demand
for convenient and quality food options. We also plan to continue to implement the
strategy of “R&D with regional insights” by enhancing our regional research and
development capabilities. From time to time, we intend to recruit approximately 50
new product development and R&D personnel in the next five years to supplement
our existing team. We generally expect such personnel to hold bachelor’s degree and
above, and with relevant experience in food production and food product
development.
 Approximately 10.0%, or HK$249.6 million, will be allocated to working capital
and general corporate purposes.
To the extent our net proceeds from the Global Offering (including the net proceeds from
the exercise of the Over-allotment Option) are less than expected, we will decrease the
intended use of our net proceeds for the above purposes 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 with 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
– 339 –


--- page 350 ---
THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a “ Cornerstone
Investment Agreement ” and collectively, the “ Cornerstone Investment Agreements ”) with
the cornerstone investors set out below (each a “ Cornerstone Investor ” and collectively, the
“Cornerstone Investors ”), pursuant to which the Cornerstone Investors have agreed to,
subject to certain conditions, subscribe, or cause their designated entities to subscribe, at the
Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of
100 H Shares) that may be purchased for an aggregate amount of US$90 million or HK$706.45
million, calculated based on the conversion rate of US$1.00 to HK$7.85 (the “ Cornerstone
Placing ”). The aggregate amount of the investment contributed by the Cornerstone Investors
does not include brokerage, SFC transaction levy, AFRC transaction levy and Hong Kong
Stock Exchange trading fee which the Cornerstone Investors will pay in respect of the
International Offer Shares to be subscribed by them.
Based on the Offer Price of HK$66.00 per H Share, being the maximum Offer Price, the
total number of Offer Shares to be subscribed by the Cornerstone Investors would be
10,703,700 Offer Shares, representing approximately (i) 26.76% of the H Shares offered
pursuant to the Global Offering (assuming the Over-allotment Option is not exercised); (ii)
3.21% of our total issued share capital immediately upon completion of the Global Offering
(assuming the Over-allotment Option is not exercised and no new Shares are issued under the
2023 Share Option Incentive Plan); and (iii) 3.15% of our total issued share capital
immediately upon completion of the Global Offering and the full exercise of the Over-
allotment Option (assuming no new Shares are issued under the 2023 Share Option Incentive
Plan).
Our Company is of the view that the Cornerstone Investment will help raise the profile
of our Company and to signify that such investors have confidence in our business and
prospect. Further, we believe that we will benefit from the cornerstone investment, taking into
account the business sectors they primarily focus on. 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 Company’s business partners or Overall
Coordinators.
The Cornerstone Placing will form part of the International Offering, and save as
otherwise obtained consent by the Stock Exchange, the Cornerstone Investors will not
subscribe for any Offer Shares under the Global Offering other than pursuant to the
Cornerstone Investment Agreements. The Offer Shares to be subscribed by the Cornerstone
Investors will rank pari passu in all respects with the fully paid Shares in issue and all the H
Shares to be subscribed by the cornerstone investors will be counted towards the public float
for the purpose of Rule 8.08 of the Listing Rules. Immediately following the completion of the
Global Offering, the Cornerstone Investors will not have any Board representation in our
Company; and none of the Cornerstone Investors will become a Substantial Shareholder of our
Company. The Cornerstone Investors do not have any preferential rights in the Cornerstone
Investment Agreements compared with other public Shareholders, other than a guaranteed
allocation of the relevant Offer Shares at the Offer Price.
CORNERSTONE INVESTORS
– 340 –


--- page 351 ---
As confirmed by each of the Cornerstone Investors, there are no side arrangements or
agreements between our Company and the Cornerstone Investors or any benefit, direct or
indirect, conferred on the Cornerstone Investors by virtue of or in relation to the Listing, other
than a guaranteed allocation of the relevant Offer Shares at the final Offer Price, following the
principles as set out in Chapter 4.15 of the Guide for New Listing Applicants.
The Cornerstone Investors have agreed to pay for the relevant Offer Shares that they have
subscribed before dealings in the Company’s Shares commence on the Stock Exchange. There
will be no deferred settlement of the Offer Shares to be subscribed by the Cornerstone
Investors. Where delayed delivery takes place, each Cornerstone Investor that may be affected
by such delayed delivery has agreed that it shall nevertheless pay for the relevant Offer Shares
in full before the Listing.
To the best of the knowledge, information and belief of our Company, (i) the Cornerstone
Investors are independent of the Company, its connected persons and their respective
associates; (ii) none of the Cornerstone Investor is accustomed to take and has not taken
instructions from the Company, our Directors, Supervisors, chief executive, the Single Largest
Shareholder, substantial Shareholders, existing Shareholders or any of its subsidiaries or their
respective close associates in relation to the acquisition, disposal, voting or other disposition
of the Offer Shares; and (iii) none of the subscription of the Offer Shares by the Cornerstone
Investors is directly or indirectly financed by the Company, our Directors, Supervisors, chief
executive, the Single Largest Shareholder, substantial Shareholders, existing Shareholders or
any of its subsidiaries or their respective close associates.
To the best knowledge of the Company and the Overall Coordinators, and based on the
indicative interest of investment of the Cornerstone Investors and/or their close associates as
of the date of this Prospectus, certain Cornerstone Investors and/or their close associates may
participate in the International Offering as placees and subscribe for further Offer Shares in the
Global Offering. The Company will seek the Stock Exchange’s consent and/or waiver to allow
the Cornerstone Investors and/or their close associates to participate in the International
Offering as placees pursuant to Chapter 4.15 of the Guide for New Listing Applicants. Whether
such Cornerstone Investors and/or their close associates will place orders in the International
Offering 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, the Cornerstone Investors make independent
investment decisions, and their subscription under the Cornerstone Investment Agreements
would be financed by their own internal resources, financial resources of its shareholders or (in
the case of Cornerstone Investors which are funds or investment managers) the assets managed
for its investors as its source of funding for the subscription of the Offer Shares, and they have
sufficient funds to settle their respective investment under the Cornerstone Placing. Each of the
Cornerstone Investor has confirmed that all necessary approvals have been obtained with
respect to the Cornerstone Placing, and that no specific approval from any stock exchange (if
relevant) or its shareholders is required for the relevant cornerstone investment.
CORNERSTONE INVESTORS
– 341 –


--- page 352 ---
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 July 3, 2025.
The table below sets forth the details of the Cornerstone Placing, assuming an Offer Price
of HK$66.00, being the maximum Offer Price:
Assuming the Over-allotment
Option is not exercised and no
new Shares are issued under the
2023 Share Option Incentive Plan
Assuming the Over-allotment
Option is fully exercised and no
new Shares are issued under the
2023 Share Option Incentive Plan
Cornerstone Investors
Total
Investment
Amount
Number of
Offer Shares (1)
Approximate
%o ft h e
Offer Shares
Approximate
%o fo u r
total issued
share capital
Approximate
% of the
Offer Shares
Approximate
%o fo u r
total issued
share capital
(US$ in
million)
Shanghai Greenwoods
and HTCI (in
connection with the
Greenwoods OTC
Swaps) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 2,378,600 5.95% 0.71% 5.17% 0.70%
HK Greenwoods /H1118/H1118/H1118 20 2,378,600 5.95% 0.71% 5.17% 0.70%
Hosen Capital /H1118/H1118/H1118/H1118/H111820 2,378,600 5.95% 0.71% 5.17% 0.70%
QRT /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810 1,189,300 2.97% 0.36% 2.59% 0.35%
FCP Domains /H1118/H1118/H1118/H1118/H111810 1,189,300 2.97% 0.36% 2.59% 0.35%
NonaV erse /H1118/H1118/H1118/H1118/H1118/H1118/H111810 1,189,300 2.97% 0.36% 2.59% 0.35%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890 10,703,700 26.76% 3.21% 23.27% 3.15%
Notes:
(1) Exclusive of brokerage, the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction
levy, and to be converted to Hong Kong dollars based on the exchange rate as disclosed in this Prospectus.
(2) Subject to rounding down to the nearest whole board lot of 100 H Shares. Calculated based on the exchange
rate set out in the section headed “ Information about this Prospectus and the Global Offering — Exchange Rate
Conversion .”
CORNERSTONE INVESTORS
– 342 –


--- page 353 ---
THE CORNERSTONE INVESTORS
The information about our Cornerstone Investors set forth below has been provided by
our Cornerstone Investors in connection with the Cornerstone Placing.
Shanghai Greenwoods and HTCI (in connection with the Greenwoods OTC Swaps)
Huatai Capital Investment Limited (“ HTCI ”) and Huatai Securities Company Limited
(“HTSC ”) will enter into a series of cross border delta-one OTC swap transactions
(collectively, the “ Greenwoods OTC Swaps ”) with each other and their ultimate clients (the
“HTCI Ultimate Clients (Greenwoods) ”), pursuant to which HTCI will hold the Offer Shares
on a non-discretionary basis to hedge the Greenwoods OTC Swaps while the economic risks
and returns of the underlying Offer Shares are passed to the HTCI Ultimate Clients
(Greenwoods), subject to customary fees and commissions. The Greenwoods OTC Swaps will
be fully funded by the HTCI Ultimate Clients (Greenwoods). During the terms of the
Greenwoods OTC Swaps, all economic returns of the Offer Shares subscribed by HTCI will be
passed to the HTCI Ultimate Clients (Greenwoods) and all economic loss shall be borne by the
HTCI Ultimate Clients (Greenwoods) through the Greenwoods OTC Swaps, and HTCI will not
take part in any economic return or bear any economic loss in relation to the Offer Shares. The
Greenwoods OTC Swaps are linked to the Offer Shares and the HTCI Ultimate Clients
(Greenwoods) may, after expiration of the lock-up period beginning from the date of the
cornerstone agreement entered into among HTCI, the Company, the Joint Sponsors and the
Overall Coordinators, and ending on the date which is six months from the Listing Date,
request to early terminate the Greenwoods OTC Swaps at their own discretions, upon which
HTCI may dispose of the Offer Shares on the secondary market and the HTCI Ultimate Clients
(Greenwoods) will receive a final settlement amount of the Greenwoods OTC Swaps in cash
in accordance with the terms and conditions of the Greenwoods OTC Swaps. Despite that HTCI
will hold the legal title of the Offer Shares by itself, it will not exercise the voting rights
attaching to the relevant Offer Shares during the terms of the Greenwoods OTC Swaps
according to its internal policy. To the best of HTCI’s knowledge after having made all
reasonable inquiries, each of the HTCI Ultimate Clients (Greenwoods) is an independent third
party of (i) the Company, the connected persons or associates thereof, and (ii) HTCI, and the
companies which are members of the same group of Huatai Financial Holdings (Hong Kong)
Limited (“ Huatai ”), and no single ultimate beneficial owner holds 30% or more interests in
each of the HTCI Ultimate Clients (Greenwoods).
Both HTCI and Huatai, one of the Joint Bookrunners of the Global Offering, are indirect
wholly-owned subsidiaries of HTSC, the A shares of which are listed on the Shanghai Stock
Exchange (stock code: 601688), the H shares of which are listed on the Stock Exchange (stock
code: 6886), and the global depositary receipts of which are listed on the London Stock
Exchange (LON: HTSC). HTCI is a connected client (as defined under Appendix F1 to the
Listing Rules) of Huatai, holding securities on a non-discretionary basis on behalf of
independent third parties. The Company has applied to the Stock Exchange for, and the Stock
Exchange has granted, its consent under paragraph 5(1) of Appendix F1 to the Listing Rules
to permit us to allocate the Offer Shares to HTCI. See “Waivers and Exemption — Consent in
Respect of the Proposed Subscription of H Shares by a Cornerstone Investor who is a
Connected Client”.
CORNERSTONE INVESTORS
– 343 –


--- page 354 ---
The HTCI Ultimate Clients (Greenwoods) are certain domestic private funds (including
a total of no more than seven funds) managed by Shanghai Greenwoods Asset Management
Co., Ltd. (ʮ̡)( “ Shanghai Greenwoods ”) in its capacity as fund
manager. Shanghai Greenwoods is a private fund management company with the registration
under the Asset Management Association of China (AMAC). Shanghai Greenwoods is one of
the largest and earliest PRC domestic asset managers mainly specializing in investing into
companies in the Greater China region. Shanghai Greenwoods focuses on fundamental
research, value investments, and local due diligence. Investors of funds managed by Shanghai
Greenwoods include institutional investors and high-net-worth individuals professional
investors. Mr. Jiang Jinzhi, an Independent Third Party, is the chairman, a major shareholder
and an ultimate beneficial owner of Shanghai Greenwoods. No other shareholder holds 30% or
more interest in Shanghai Greenwoods. As confirmed by Shanghai Greenwoods, the
subscription of the Offer Shares as cornerstone investor will be made by Shanghai Greenwoods
in its capacity as the fund manager of domestic private funds through total return swap
mechanism.
According to our PRC Legal Advisors, the aforementioned transaction structure does not
violate the PRC laws and regulations.
HK Greenwoods
Greenwoods Asset Management Hong Kong Limited (“ HK Greenwoods ”) is a private
fund management company incorporated in Hong Kong with limited liability. Established in
2005, Greenwoods is one of the largest and earliest China-focused asset managers mainly
specializing in investing into companies in the Greater China region. HK Greenwoods focuses
on fundamental research, value investments, and local due diligence. Investors of funds and
accounts managed by HK Greenwoods includes institutional investors and high-net-worth
individuals professional investors. Mr. Jiang Jinzhi, an Independent Third Party, is the
Chairman, a major shareholder and an ultimate beneficial owner of HK Greenwoods. As
confirmed by HK Greenwoods, the subscription of the Offer Shares as a cornerstone investor
will be made by HK Greenwoods in its capacity as the investment manager of Golden China
Master Fund and no single ultimate beneficial owner holds 30% or more interests in Golden
China Master Fund. HK Greenwoods and Shanghai Greenwoods are affiliate of each other.
Hosen Capital
HT Investment Limited (“ Hosen Capital ”) was incorporated as an exempted company in
the Cayman Islands. It is a wholly owned subsidiary of Hosen Private Equity III, L.P ., a limited
partnership formed under the laws of Cayman Islands, whose general partner is Hosen Private
Equity III GP , LTD., which is ultimately controlled by Wang Hang and Alex Tianli Zhang, each
an Independent Third Party. No single limited partner holds 30% or more partnership interests
in Hosen Private Equity III, L.P .. Hosen Private Equity III, L.P . primarily focuses on
investment in food and other consumer sectors relating to PRC and PRC consumers.
CORNERSTONE INVESTORS
– 344 –


--- page 355 ---
QRT
Torus Fund SP (“ Torus”) is a segregated portfolio of QRT Master Fund SPC, a Cayman
Islands exempted company registered as a segregated portfolio company. There is no beneficial
owner holding 30% or more of the shares in Torus. Torus is managed by Qube Research &
Technologies Hong Kong Limited (“ QRT HK ”) and certain affiliates of QRT HK (collectively
“QRT”). QRT HK is a company incorporated in Hong Kong and licensed by the SFA to carry
on type 9 (asset management) regulated activity. QRT deploys a diverse range of investments
strategies across geographies, asset classes and time frames, combining data, research,
technology, and trading expertise. There is no beneficial owner holding 30% or more interests
in QRT.
FCP Domains
FCP Domains Co., Ltd. (“ FCP Domains ”) was incorporated as an exempted company in
the Cayman Islands and is principally engaged in equity investment. FCP Domains is a wholly
owned subsidiary of Fengshion Capital Partners, Ltd., which is in turn wholly owned by Mr.
Gao Feng ( ৷ᔮ), an Independent Third Party.
NonaVerse
NonaV erse (Hong Kong) Limited (“ NonaVerse ”) is a company incorporated in Hong
Kong with limited liability and licensed by the SFC to carry out Type 9 (asset management)
regulated activity. NonaV erse invests globally with an Asia investment viewpoint, focusing on
sectors including consumer goods, technology, and AI across the US, China, Japan, and both
developed and emerging markets. NonaV erse deploys an investment approach based on deep
fundamental analysis with a partnership framework, to identify opportunities with disruptive
innovation and long-term structural trends. NonaV erse was founded in 2023 and has a physical
presence across Asia including Hong Kong, Shanghai, Japan and Taiwan.
NonaV erse has entered into the cornerstone agreement in its capacity as the investment
manager for and on behalf of NonaV erse Master Fund, Ltd, NonaV erse Concentration Fund,
Ltd., and NonaV erse V ariable Fund, Ltd.. Apart from Mr. Y e Guofu who is an Independent
Third Party and holds 30% or more interest in NonaV erse Concentration Fund, Ltd. and
NonaV erse V ariable Fund, Ltd., no other single ultimate beneficial owner holds 30% or more
interest in NonaV erse Master Fund, Ltd, NonaV erse Concentration Fund, Ltd., or NonaV erse
V ariable Fund, Ltd.
CORNERSTONE INVESTORS
– 345 –


--- page 356 ---
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, the following
closing conditions:
(i) the Hong Kong Underwriting Agreement and the International Underwriting
Agreement being entered into and having become effective and unconditional (in
accordance with their respective original terms or as subsequently waived or varied
by agreement of the parties thereto) by no later than the time and date as specified
in the Hong Kong Underwriting Agreement and the International Underwriting
Agreement, and neither the Hong Kong Underwriting Agreement nor the
International Underwriting Agreement having been terminated;
(ii) the Offer Price having been agreed upon between our Company and the Overall
Coordinators (for themselves and on behalf of the underwriters of the Global
Offering);
(iii) the Listing Committee having granted the approval for the listing of, and permission
to deal in, the Shares (including the Shares under the Cornerstone Placing) as well
as other applicable waivers and approvals and such approval, permission or waiver
having not been revoked prior to the commencement of dealings in the Shares on the
Stock Exchange;
(iv) no laws shall have been enacted or promulgated which prohibits the consummation
of the transactions contemplated in the Global Offering or the respective
Cornerstone Investment Agreement, and there being no orders or injunctions from
a court of competent jurisdiction in effect precluding or prohibiting consummation
of such transactions; and
(v) the respective agreements, representations, warranties, undertakings, confirmations
and acknowledgements of the Cornerstone Investors under the respective
Cornerstone Investment Agreement are (as of the date of the Cornerstone Investment
Agreement) and will be (as of the Closing (as defined in the Cornerstone Investment
Agreement)) accurate and true in all respects and not misleading and that there is no
breach of the respective Cornerstone Investment Agreement on the part of the
relevant Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each Cornerstone Investor has agreed that without the prior written consent of our
Company, the Joint Sponsors and the Overall Coordinators, it will not, whether directly or
indirectly, at any time during the period of six months following the Listing Date (the
“Lock-up Period ”), dispose of, in any way, any of the Offer Shares it has purchased, pursuant
to the respective Cornerstone Investment Agreement, save for certain limited circumstances,
such as transfers to any of its wholly-owned subsidiaries who will be bound by the same
obligations of the Cornerstone Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
– 346 –


--- page 357 ---
HONG KONG UNDERWRITERS
Goldman Sachs (Asia) L.L.C.
China International Capital Corporation Hong Kong Securities Limited
Ping An Securities (Hong Kong) Company Limited
CMB International Capital Limited
China Securities (International) Corporate Finance Company Limited
Huatai Financial Holdings (Hong Kong) Limited
China Galaxy International Securities (Hong Kong) Co., Limited
UOB Kay Hian (Hong Kong) Limited
GF Securities (Hong Kong) Brokerage Limited
CCB International Capital Limited
China Industrial Securities International Capital Limited
UNDERWRITING
This Prospectus is published solely in connection with the Hong Kong Public Offering.
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a
conditional basis. The International Offering is expected to be fully underwritten by the
International Underwriters.
The Global Offering comprises the Hong Kong Public Offering of initially 3,999,500
Hong Kong Offer Shares and the International Offering of initially 35,995,200 International
Offering Shares, subject, in each case, to reallocation on the basis as described in the section
headed “Structure of the Global Offering” in this Prospectus as well as to the Over-allotment
Option (in the case of the International Offering).
UNDERWRITING
– 347 –


--- page 358 ---
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, the Company is offering the Hong
Kong Offer Shares for subscription on the terms and conditions set out in this Prospectus and
the Hong Kong Underwriting Agreement at the Offer Price.
Subject to (a) the Listing Committee granting approval for the listing of, and permission
to deal in, the H Shares (including any additional H Shares that may be issued pursuant to the
exercise of the Over-allotment Option) on the Main Board of the Stock Exchange and such
approval not having been subsequently revoked prior to the commencement of trading of the
H Shares on the Stock Exchange and (b) certain other conditions set out in the Hong Kong
Underwriting Agreement, the Hong Kong Underwriters have agreed severally but not jointly to
procure subscribers for, or themselves to subscribe for, their respective applicable proportions
of the Hong Kong Offer Shares being offered which are not taken up under the Hong Kong
Public Offering on the terms and conditions set out in this Prospectus and the Hong Kong
Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional on, among other things, the
International Underwriting Agreement having been executed and becoming unconditional and
not having been terminated in accordance with its terms.
Grounds for termination
If any of the events set out below occur at any time prior to 8:00 a.m. on the Listing Date,
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:
(i) there develops, occurs, exists or comes into force:
(a) any new law or regulation or any change or development involving a
prospective change or any event or series of events or circumstances likely to
result in a change or a development involving a prospective change in existing
laws or regulations, or the interpretation or application thereof by any court or
any competent authority in or affecting Hong Kong, the PRC, the United
States, the United Kingdom, the European Union (or any member thereof),
Japan, Singapore, or other jurisdictions relevant to the Group or the Global
Offering (each a “ Relevant Jurisdiction ” and collectively, the “ Relevant
Jurisdictions ”); or
UNDERWRITING
– 348 –


--- page 359 ---
(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, taxation, equity securities or currency exchange rate or
controls or any monetary or trading settlement system, or foreign investment
regulations (including, without limitation, a devaluation of the Hong Kong
dollar, United States dollar or Renminbi against any foreign currencies, a
change in the system under which the value of the Hong Kong dollar is linked
to that of the United States dollar or the Renminbi is linked to any foreign
currency or currencies) or other financial markets (including, without
limitation, conditions and sentiments in stock and bond markets, money and
foreign exchange markets, the inter-bank markets and credit markets) in or
affecting any Relevant Jurisdictions, or affecting an investment in the Offer
Shares; or
(c) any event or series of events, or circumstances in the nature of force majeure
(including, without limitation, any acts of government, declaration of a
regional, national or international emergency or war, calamity, crisis, economic
sanctions, strikes, labor disputes, other industrial actions, lock-outs, fire,
explosion, flooding, tsunami, earthquake, volcanic eruption, civil commotion,
riots, rebellion, public disorder, paralysis in government operations, acts of
war, epidemic, pandemic, outbreak or escalation, mutation or aggravation of
diseases, accident or interruption or delay in transportation, local, national,
regional or international outbreak or escalation of hostilities (whether or not
war is or has been declared), act of God or act of terrorism (whether or not
responsibility has been claimed)) in or affecting any of the Relevant
Jurisdictions; or
(d) the imposition or declaration of any moratorium, suspension or limitation
(including without limitation, any imposition of or requirement for any
minimum or maximum price limit or price range) on (i) the trading in shares
or securities generally on the Stock Exchange, the Shanghai Stock Exchange,
the Shenzhen Stock Exchange, the Tokyo Stock Exchange, the Singapore Stock
Exchange, the New Y ork Stock Exchange, the NASDAQ Global Market or the
London Stock Exchange; or (ii) the trading in any securities of the Company
listed or quoted on a stock exchange or an over-the-counter market; or
(e) the imposition or declaration of any general moratorium on banking activities
in or affecting any 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
UNDERWRITING
– 349 –


--- page 360 ---
(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) the commencement by any authority or other regulatory or political body or
organization of any public action or investigation against any member of the
Group or a director, supervisor or a senior management member of any member
of the Group or announcing an intention to take any such action; or
(h) the imposition of sanctions or export controls in whatever form, directly or
indirectly, on or relevant to any member of the Group or by or on any Relevant
Jurisdiction, or the withdrawal of trading privileges which existed on the date
of the Hong Kong Underwriting Agreement, in whatever form, directly or
indirectly, by, or for, any Relevant Jurisdiction; or
(i) any valid demand by creditors for payment or repayment of indebtedness of
any member of 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 (as defined in the Hong
Kong Underwriting Agreement) (“ 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 Director, Supervisor or senior management
members as named in this Prospectus; or
(l) any contravention by any member of the Group or any Director or Supervisor
of the Listing Rules or applicable laws; or
(m) any change or prospective change, or a materialization of, any of the risks set
out in the section headed “Risk Factors” in this Prospectus,
which, in any such case individually or in the aggregate, in the sole and absolute
opinion of the Joint Sponsors and the Overall Coordinators (for themselves and on
behalf of the Hong Kong Underwriters): (A) has or will or may have a material
adverse effect, whether directly or indirectly, on the assets, liabilities, business,
general affairs, management, prospects, shareholders’ equity, profits, losses, results
of operations, position or condition, financial or otherwise, or performance of the
UNDERWRITING
– 350 –


--- page 361 ---
Company or the Group as a whole; or (B) has or will or may have a material adverse
effect on the success of the Global Offering or the level of applications under the
Hong Kong Public Offering or the level of indications of interest under the
International Offering; or (C) makes or will make or may make it impracticable,
inadvisable, inexpedient or incapable for any material part of the Hong Kong
Underwriting Agreement, the Hong Kong Public Offering or the Global Offering to
be performed or implemented as envisaged, or for the Hong Kong Public Offering
and/or the Global Offering to proceed, or to market the Global Offering or the
delivery or distribution of the Offer Shares on the terms and in the manner
contemplated by the Offering Documents (as defined in the Hong Kong
Underwriting Agreement) (“ Offering Documents ”); or (D) has or will or may have
the effect of making any part of the Hong Kong Underwriting Agreement (including
underwriting) incapable of performance in accordance with its terms or preventing
the processing of applications and/or payments pursuant to the Global Offering or
pursuant to the underwriting thereof; or
(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:
(n) any statement contained in any of the Offering Documents, the CSRC Filings
and/or any notices, announcements, advertisements, communications or other
documents issued or used by or on behalf of the Company in connection with
the Hong Kong Public Offering (including any supplement or amendment
thereto) (the “ Global Offering Documents ”) was, when it was issued, or has
become untrue, incorrect, inaccurate in any material respect or misleading; or
that any estimate, forecast, expression of opinion, intention or expectation
contained in any such documents, was, when it was issued, or has become
unfair or misleading in any respect or based on untrue, dishonest or
unreasonable assumptions or given in bad faith; or
(o) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this Prospectus, constitute a material
omission or misstatement in any Global Offering Document; or
(p) any breach of, or any event or circumstance rendering untrue or incorrect or
misleading in any respect, any of the representations, warranties and
undertakings given by the Company in the Hong Kong Underwriting
Agreement or the International Underwriting Agreement; or
(q) any event, act or omission which gives rise or is likely to give rise to any
liability of the Company pursuant to the indemnities in the Hong Kong
Underwriting Agreement; or
UNDERWRITING
– 351 –


--- page 362 ---
(r) any breach of any of the obligations or undertakings imposed upon the
Company to the Hong Kong Underwriting Agreement, the International
Underwriting Agreement or the Cornerstone Investment Agreements; or
(s) there is any change or development involving a prospective change,
constituting or having a Material Adverse Effect (as defined in the Hong Kong
Underwriting Agreement); or
(t) that the chairman of the Board, any Director, any Supervisor or any member of
senior management of the Company named in this Prospectus seeks to retire,
or is removed from office or vacating his/her office; or
(u) any Director, any Supervisor or any member of senior management of the
Company named in this Prospectus is being charged with an indictable offence
or prohibited by operation of law or otherwise disqualified from taking part in
the management or taking directorship or supervisorship of a company; or
(v) the Company withdraws this Prospectus (and/or any other documents used in
connection with the subscription or sale of any of the Offer Shares pursuant to
the Global Offering) or the Global Offering; or
(w) that the approval by the Listing Committee of the listing of, and permission to
deal in, the H Shares in issue and to be issued pursuant to the Global Offering
(including pursuant to any exercise of the Over-allotment Option) is refused or
not granted, other than subject to customary conditions, on or before the
Listing Date, or if granted, the approval is subsequently withdrawn, cancelled,
qualified (other than by customary conditions), revoked or withheld; or
(x) any person (other than any of the Joint Sponsors) has withdrawn its consent to
the issue of this Prospectus with the inclusion of its reports, letters and/or legal
opinions (as the case may be) and references to its name included in the form
and context in which it respectively appears; or
(y) any prohibition on the Company for whatever reason from offering, allotting,
issuing or selling any of the Offer Shares pursuant to the terms of the Global
Offering; or
(z) any person (other than the Joint Sponsors and the Overall Coordinators) has
withdrawn or sought to withdraw its consent to being named in any of the
Offering Documents or to the issue of any of the Offering Documents; or
UNDERWRITING
– 352 –


--- page 363 ---
(aa) an order or petition is presented for the winding-up or liquidation of any
member of the Group, or any member of the Group makes any composition or
arrangement with its creditors or enters into a scheme of arrangement or any
resolution is passed for the winding-up of any member of the Group or a
provisional liquidator, receiver or manager is appointed over all or part of the
assets or undertaking of any member of the Group or anything analogous
thereto occurs in respect of any member of the Group; or
(bb) (A) the notice of acceptance of the CSRC Filings issued by the CSRC and/or
the results of the CSRC Filings published on the website of the CSRC is
rejected, withdrawn, revoked or invalidated; or (B) other than with the prior
written consent of the Overall Coordinators, the issue or requirement to issue
by the Company of a supplement or amendment to the CSRC Filings pursuant
to the CSRC Rules (as defined in the Hong Kong Underwriting Agreement)
(“CSRC Rules ”) or upon any requirement or request of the CSRC; or (C) any
non-compliance of the CSRC Filings with the CSRC Rules or any other
applicable laws; or
(cc) (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, has been withdrawn, terminated or cancelled; or
(dd) the payment of the relevant order or investment amount has not been received
or settled in the stipulated time and manner or otherwise,
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.
Undertakings to the Stock Exchange pursuant to the Listing Rules
Undertakings by the Company
Pursuant to Rule 10.08 of the Listing Rules, the Company has undertaken to the Stock
Exchange that it will not issue any further H Shares or securities convertible into equity
securities of the Company (whether or not of a class already listed) or enter into any agreement
to such issue within six months from the Listing Date (whether or not such issue of H Shares
or securities will be completed within six months from the Listing Date), except pursuant to
the Global Offering, the exercise of the Over-allotment Option or for the circumstances
permitted under Rule 10.08 of the Listing Rules.
UNDERWRITING
– 353 –


--- page 364 ---
Undertakings pursuant to the Hong Kong Underwriting Agreement
Undertakings by the Company
Except for the offer and sale of the Offer Shares pursuant to the Global Offering
(including pursuant to the Over-allotment Option), during the period commencing on the date
of the Hong Kong Underwriting Agreement and ending on, and including, the date that is six
months after the Listing Date (the “ First Six-Month Period ”), the Company has undertaken
to each of the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market
Intermediaries not to without the prior written consent of the Joint Sponsors and the Overall
Coordinators (on behalf of the Hong Kong Underwriters) and unless in compliance with the
requirements of the Listing Rules:
(i) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree
to allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or
sell any option, warrant, contract or right to subscribe for or purchase, grant or
purchase any option, warrant, contract or right to allot, issue or sell, or otherwise
transfer or dispose of or create an Encumbrance (as defined in the Hong Kong
Underwriting Agreement) (“ Encumbrance ”) over, or agree to transfer or dispose of
or create an Encumbrance over, either directly or indirectly, conditionally or
unconditionally, any legal or beneficial interest in the share capital or any other
securities of 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 securities of the Company, as applicable), or deposit any share
capital or other securities of the Company, as applicable, with a depositary in
connection with the issue of depositary receipts; or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership (legal or beneficial) of the
Shares or any other 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 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)
or announce any intention to do so,
in each case, whether any of the foregoing transactions is to be settled by delivery of share
capital or such other securities, in cash or otherwise (whether or not the issue of such
share capital or other securities will be completed within the First Six Month Period). The
Company further agrees that, in the event the Company is allowed to enter into any of the
transactions described in paragraphs (i), (ii) or (iii) above or offers to or agrees to or
UNDERWRITING
– 354 –


--- page 365 ---
announces any intention to effect any such transaction during the period of six months
commencing on the date on which the First Six Month Period expires (the “ Second Six
Month Period ”), it will take all reasonable steps to ensure that such an issue or disposal
will not, and no other act of the Company will, create a disorderly or false market for any
Shares or other securities of the Company.
The Company has agreed and undertaken to each of the Joint Sponsors, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers,
the Capital Market Intermediaries and the Hong Kong Underwriters that it will comply with the
minimum public float requirements specified in the Listing Rules or any waiver granted and
not revoked by the Stock Exchange (the “ Minimum Public Float Requirement ”), and it will
not effect any purchase of the H Shares, or agree to do so, which may reduce the holdings of
the H Shares held by the public (as defined in Rule 8.24 of the Listing Rules) to below the
Minimum Public Float Requirement or any waiver granted and not revoked by the Stock
Exchange prior to the expiration of the First Six Month Period without first having obtained
the prior written consent of the Joint Sponsors and the Overall Coordinators (for themselves
and on behalf of the Hong Kong Underwriters).
Hong Kong Underwriters’ interests in the Company
Save for their respective obligations under the Hong Kong Underwriting Agreement, as
of the Latest Practicable Date, none of 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.
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 expects to enter into the
International Underwriting Agreement with, among others, the International Underwriters.
Under the International Underwriting Agreement and subject to the Over-allotment Option, the
International Underwriters would, subject to certain conditions set out therein, agree severally
but not jointly to procure subscribers for, or themselves to subscribe for, their respective
applicable proportions of the International Offering Shares initially being offered pursuant to
the International Offering. It is expected that the International Underwriting Agreement may be
terminated on similar grounds as the Hong Kong Underwriting Agreement. Potential investors
should note that in the event that the International Underwriting Agreement is not entered into,
the Global Offering will not proceed. See “Structure of the Global Offering — The
International Offering” in this Prospectus.
UNDERWRITING
– 355 –


--- page 366 ---
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 5,999,200 H Shares, representing not more than 15% of the number of Offer
Shares initially available under the Global Offering, at the Offer Price, to cover over-
allocations in the International Offering, if any. See “Structure of the Global Offering —
Over-allotment Option” in this Prospectus.
Commissions and Expenses
The Underwriters will receive an underwriting commission of 3.0% of the aggregate
Offer Price of all the Offer Shares (including any Offer Shares to be issued pursuant to the
exercise of the Over-allotment Option) (the “ Fixed Fees ”), out of which they will pay any
sub-underwriting commissions and other fees.
The Company may, at its sole discretion, pay to any one or more of the Underwriters a
discretionary incentive fee of an aggregate of up to 1.0% of the Offer Price for each Offer Share
(the “ Discretionary Fees ”). As of the date of this prospectus, the allocation of a portion of the
Fixed Fees remains subject to the Company’s discretion. For the purpose of disclosure of the
ratio of fixed and discretionary fees payable (the “ Fee Split Ratio ”) as required under
paragraph 3B of Appendix D1A to the Listing Rules, assuming the incentive fees are paid in
full, the Fee Split Ratio will be approximately 63.75%:36.25%.
For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering,
the underwriting commission will not be paid to the Hong Kong Underwriters but will instead
be paid, at the rate applicable to the International Offering, and such commission will be paid
to the relevant International Underwriters.
The aggregate underwriting commissions and fees together with the Stock Exchange
listing fees, the SFC transaction levy, AFRC transaction levy and the Stock Exchange trading
fee, legal and other professional fees and printing and all other expenses relating to the Global
Offering (collectively, the “ Commissions and Fees ”) are estimated to be approximately
HK$149.8 million (assuming the Over-allotment Option is not exercised).
Indemnity
The Company has agreed to indemnify the Joint Sponsors, the Overall Coordinators, the
Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Hong Kong
Underwriters and the Capital Market Intermediaries for certain losses which they may suffer
or incur, including losses arising from their performance of their obligations under the Hong
Kong Underwriting Agreement and any breach by the Company of the Hong Kong
Underwriting Agreement.
UNDERWRITING
– 356 –


--- page 367 ---
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.
All such activities may occur both during and after the end of the stabilizing period
described in the section headed “Structure of the Global Offering” in this Prospectus. Such
activities may affect the market price or value of the H Shares, the liquidity or trading volume
in the H Shares and the volatility of the price of the H Shares, and the extent to which this
occurs from day to day cannot be estimated.
UNDERWRITING
– 357 –


--- page 368 ---
It should be noted that when engaging in any of these activities, the Syndicate Members
will be subject to certain restrictions, including the following:
(a) the Syndicate Members (other than the Stabilizing Manager or any person acting for
it) must not, in connection with the distribution of the Offer Shares, effect any
transactions (including issuing or entering into any option or other derivative
transactions relating to the Offer Shares), whether in the open market or otherwise,
with a view to stabilizing or maintaining the market price of any of the Offer Shares
at levels other than those which might otherwise prevail in the open market; and
(b) the Syndicate Members must comply with all applicable laws and regulations,
including the market misconduct provisions of the SFO, including the provisions
prohibiting insider dealing, false trading, price rigging and stock market
manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time
to time, and expect to provide in the future, investment banking and other services to 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
– 358 –


--- page 369 ---
THE GLOBAL OFFERING
This Prospectus is published in connection with the Hong Kong Public Offering as part
of 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 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.
39,994,700 Offer Shares will initially be made available under the Global Offering
comprising:
(a) the Hong Kong Public Offering of initially 3,999,500 H Shares (subject to
reallocation) in Hong Kong as described in “— The Hong Kong Public Offering” in
this section below; and
(b) the International Offering of initially 35,995,200 H Shares (subject to reallocation
and the Over-allotment Option) outside the United States (including to professional
and institutional investors within Hong Kong) in offshore transactions in reliance on
Regulation S and in the United States only to QIBs in reliance of Rule 144A or any
other available exemption from registration under the U.S. Securities Act, as
described in the sub-section headed “— The International Offering” in this section
below.
Investors may either:
(i) apply for Hong Kong Offer Shares under the Hong Kong Public Offering; or
(ii) apply for or indicate an interest for International Offering Shares under the
International Offering, but may not do both.
The Offer Shares will represent approximately 12% of the total Shares in issue
immediately following the completion of the Global Offering, assuming (i) the Over-allotment
Option is not exercised; and (ii) without taking into account any Shares that may be issued
under the 2023 Share Option Incentive Plan. If the Over-allotment Option is exercised in full
(without taking into account any Shares that may be issued under the 2023 Share Option
Incentive Plan), the Offer Shares (including H Shares issued pursuant to the full exercise of the
Over-allotment Option) will represent approximately 13.6% 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.
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
– 359 –


--- page 370 ---
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares initially offered
The Company is initially offering 3,999,500 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 Hong Kong Public Offering is open to members of the public in Hong Kong as well
as to institutional and professional investors in Hong Kong. Professional investors generally
include brokers, dealers, companies (including fund managers) whose ordinary business
involves dealing in shares and other securities and corporate entities that regularly invest in
shares and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions set out in “—
Conditions of the Global Offering” in this section.
Allocation
Allocation of Offer Shares to investors under the Hong Kong Public Offering will be
based solely on the level of valid applications received under the Hong Kong Public Offering.
The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly
applied for by applicants. Such allocation could, where appropriate, consist of balloting, which
could mean that some applicants may receive a higher allocation than others who have applied
for the same number of Hong Kong Offer Shares, and those applicants who are not successful
in the ballot may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of Hong Kong Offer Shares available under
the Hong Kong Public Offering (after taking into account any reallocation referred to below)
will be divided equally into two pools: pool A and pool B (with any odd lot being allocated to
pool A). The Hong Kong Offer Shares in pool A will be allocated on an equitable basis to
applicants who have applied for Hong Kong Offer Shares with an aggregate price of HK$5
million (excluding the brokerage, the SFC transaction levy, AFRC transaction levy and the
Stock Exchange trading fee payable) or less. The Hong Kong Offer Shares in pool B will be
allocated on an equitable basis to applicants who have applied for Hong Kong Offer Shares
with an aggregate price of more than HK$5 million (excluding the brokerage, the SFC
transaction levy, AFRC transaction levy and the Stock Exchange trading fee payable) and up
to the total value in pool B.
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
STRUCTURE OF THE GLOBAL OFFERING
– 360 –


--- page 371 ---
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 1,999,700 Hong Kong Offer
Shares (being approximately 50% of the 3,999,500 Offer Shares initially available under the
Hong Kong Public Offering) is liable to be rejected.
Reallocation and clawback
The allocation of the Offer Shares between the Hong Kong Public Offering and the
International Offering is subject to reallocation. Paragraph 4.2 of Practice Note 18 of the
Listing Rules requires a clawback mechanism to be put in place which would have the effect
of increasing the number of Offer Shares under the Hong Kong Public Offering to a certain
percentage of the total number of Offer Shares offered under the Global Offering if certain
prescribed total demand levels are reached.
If the International Offering is fully subscribed or oversubscribed and the number of Offer
Shares validly applied for under the Hong Kong Public Offering represents (a) 15 times or
more but less than 50 times; (b) 50 times or more but less than 100 times; and (c) 100 times
or more of the total number of Offer Shares initially available under the Hong Kong Public
Offering, then Offer Shares will be reallocated to the Hong Kong Public Offering from the
International Offering. As a result of such reallocation, the total number of Offer Shares
available under the Hong Kong Public Offering will be increased to 11,998,500 Offer Shares
(in the case of (a)), 15,997,900 Offer Shares (in the case of (b)) and 19,997,400 Offer Shares
(in the case of (c)), representing approximately 30%, approximately 40% and approximately
50% of the total number of Offer Shares initially available under the Global Offering,
respectively (before any exercise of the Over-allotment Option) (the “ PN18 Clawback ”). In
each case, the additional Offer Shares reallocated to the Hong Kong Public Offering will be
allocated between pool A and pool B and the number of Offer Shares allocated to the
International Offering will be correspondingly reduced in such manner as the Overall
Coordinators deem appropriate.
If the Hong Kong Public Offering is not fully subscribed for, the Overall Coordinators
have the authority to reallocate all or any unsubscribed Hong Kong Offer Shares to the
International Offering, in such proportions as the Overall Coordinators deem appropriate. In
addition, the Overall Coordinators may in their sole discretion reallocate Offer Shares from the
International Offering to the Hong Kong Public Offering to satisfy valid applications under the
Hong Kong Public Offering. In particular, if (i) the International Offering is not fully
subscribed and the Hong Kong Public Offering is fully subscribed or oversubscribed
irrespective of the number of times; or (ii) the International Offering is fully subscribed or
oversubscribed and the Hong Kong Public Offering is fully subscribed or oversubscribed with
the number of Offer Shares validly applied for in the Hong Kong Public Offering representing
less than 15 times of the number of H Shares initially available for subscription under the Hong
Kong Public Offering, the Overall Coordinators have the authority to reallocate International
Offer Shares originally included in the International Offering to the Hong Kong Public
Offering in such number as they deem appropriate, provided that in accordance with Chapter
STRUCTURE OF THE GLOBAL OFFERING
– 361 –


--- page 372 ---
4.14 of the Guide for New Listing Applicants issued by the Stock Exchange, the number of
International Offer Shares reallocated to the Hong Kong Public Offering should not exceed
3,999,500 H Shares, representing approximately the number of the Offer Shares initially
available under the Hong Kong Public Offering, increasing the total number of Offer Shares
available under the Hong Kong Public Offering to 7,999,000 H Shares, representing twice the
number of the Offer Shares initially available under the Hong Kong Public Offering.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering
will be allocated between pool A and pool B and the number of Offer Shares allocated to the
International Offering will be correspondingly reduced in such manner as the Overall
Coordinators deem appropriate.
Details of any reallocation of Offer Shares between the Hong Kong Public Offering and
the International Offering will be disclosed in the results announcement of the Global Offering,
which is expected to be published on Thursday, July 3, 2025.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an
undertaking and confirmation in the application submitted by him that he and any person(s) for
whose benefit he is making the application has not applied for or taken up, or indicated an
interest for, and will not apply for or take up, or indicate an interest for, any International
Offering Shares under the International Offering. Such applicant’s application is liable to be
rejected if such undertaking and/or confirmation is/are breached and/or untrue (as the case may
be) or if he has been or will be placed or allocated International Offering Shares under the
International Offering.
Applicants under the Hong Kong Public Offering are required to pay, on application, the
Offer Price of HK$66.00 per Offer Share in addition to the brokerage, the SFC transaction levy,
AFRC transaction levy and the Stock Exchange trading fee payable on each Offer Share,
amounting to a total of HK$6,666.56 for one board lot of 100 H Shares. 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 35,995,200 H Shares,
representing approximately 90% of the total number of Offer Shares initially available under
the Global Offering (subject to reallocation and the Over-allotment Option).
STRUCTURE OF THE GLOBAL OFFERING
– 362 –


--- page 373 ---
Allocation
The International Offering will include selective marketing of Offer Shares to QIBs in the
United States and institutional and professional investors and other investors anticipated to
have a sizeable demand for such Offer Shares. Professional investors generally include brokers,
dealers, companies (including fund managers) whose ordinary business involves dealing in
shares and other securities and corporate entities that regularly invest in shares and other
securities. Allocation of Offer Shares pursuant to the International Offering will be effected in
accordance with the “book-building” process described in “— Pricing of the Global Offering”
in this section and based on a number of factors, including the level and timing of demand, the
total size of the relevant investor’s invested assets or equity assets in the relevant sector and
whether or not it is expected that the relevant investor is likely to buy further H Shares and/or
hold or sell its H Shares after the Listing. Such allocation is intended to result in a distribution
of the H Shares on a basis which would lead to the establishment of a solid professional and
institutional shareholder base to the benefit of the Group and the H Shareholders as a whole.
The Overall Coordinators (on behalf of the International Underwriters) may require any
investor who has been offered Offer Shares under the International Offering and who has made
an application under the Hong Kong Public Offering to provide sufficient information to the
Overall Coordinators so as to allow it to identify the relevant applications under the Hong
Kong Public Offering and to ensure that they are excluded from any allocation of Offer Shares
under the Hong Kong Public Offering.
Reallocation
The total number of Offer Shares to be issued or sold pursuant to the International
Offering may change as a result of the clawback arrangement described in “— The Hong Kong
Public Offering — Reallocation and clawback” in this section above, the exercise of the
Over-allotment Option in whole or in part and/or any reallocation of unsubscribed Offer Shares
originally included in the Hong Kong Public Offering.
PRICING
Determining the Pricing of the Offer Shares
The Offer Price for the purposes of the various offerings under the Global Offering will
be fixed between the Company and the Overall Coordinators (for themselves and on behalf of
the Underwriters) on the Price Determination Date. The Price Determination Date is expected
to be on or around Wednesday, July 2, 2025 (Hong Kong time) and in any event no later than
12:00 noon on Wednesday, July 2, 2025, and the allocation of the International Offer Shares
under the International Offering will be determined shortly thereafter.
We will determine the Offer Price by reference to, among other factors, the closing price
of the A Shares on the Shanghai Stock Exchange on the last trading day on or before the
Price Determination Date (which is accessible to the Shareholders and potential investors
STRUCTURE OF THE GLOBAL OFFERING
– 363 –


--- page 374 ---
at https://english.sse.com.cn/markets/equities/list/overview/?COMPANY_CODE=603345&ST
OCKCODE=603345), and the Offer Price will not be more than HK$66.00. The historical
prices of our A Shares and trading volume on Shanghai Stock Exchange are set out below.
Period High Low ADTV (1)
(RMB) (RMB) (A Shares)
Y ear ended December 31, 2022 /H1118/H1118/H1118/H1118/H1118/H1118170.89 103.90 2,728,485
Y ear ended December 31, 2023 /H1118/H1118/H1118/H1118/H1118/H1118173.35 96.25 2,696,671
Y ear ended December 31, 2024 /H1118/H1118/H1118/H1118/H1118/H1118103.38 68.93 4,582,537
Y ear of 2025 (up to the Latest
Practicable Date) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885.85 73.70 3,886,399
Note:
(1) Average daily trading volume (“ ADTV ”) represents daily average number of the A Shares of the
Company traded over the relevant period.
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 “How
to Apply for Hong Kong Offer Shares — B. Publication of Results.”
Price Payable on Application
Applicants for Hong Kong Offer Shares may be required to pay, on application (subject
to application channel), the maximum Offer Price per Hong Kong Offer Share plus the
brokerage fee of 1.0%, the SFC transaction levy of 0.0027%, the AFRC transaction levy of
0.00015% and the Stock Exchange trading fee of 0.00565%, amounting to a total of
HK$6,666.56 for one board lot of 100 H Shares. If the Offer Price, as finally determined in the
manner described in “— Determining the Pricing of the Offer Shares” above, is less than the
maximum Offer Price, appropriate refund payments (including the brokerage, the SFC
transaction levy, the Stock Exchange trading fee and the AFRC transaction levy attributable to
the surplus application monies) will be made to successful applicants, without interest. Further
details are set out in “How to Apply for Hong Kong Offer Shares.”
Announcement of the Basis of Allocations
The level of applications in the Hong Kong Public Offering, level of indications of
interest in the International Offering, and basis of allocations of the Hong Kong Offer Shares
are expected to be made available through a variety of channels in the manner described in the
subsection headed “How to Apply for the Hong Kong Offer Shares — B. Publication of
Results.”
STRUCTURE OF THE GLOBAL OFFERING
– 364 –


--- page 375 ---
OVER-ALLOTMENT OPTION
In connection with the Global Offering, the Company is expected to grant the
Over-allotment Option to the International Underwriters, exercisable by the Overall
Coordinators (for themselves and on behalf of the International Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters will have the right,
exercisable by the Overall Coordinators at their sole and absolute discretion (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 5,999,200 additional H Shares, representing not more than 15% of the
total number of Offer Shares initially available under the Global Offering, at the Offer Price
under the International Offering to, among other things, cover over-allocations in the
International Offering, if any. We will delay delivery of the Offer Shares allocated to certain
investors under the International Offering in order to cover over-allocation of the Offer Shares
before exercise of the Over-allotment Option.
If the Over-allotment Option is exercised in full, the additional Offer Shares to be issued
pursuant thereto will represent approximately 1.9% of the total H 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.
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. The number of H Shares that may be
STRUCTURE OF THE GLOBAL OFFERING
– 365 –


--- page 376 ---
over-allocated will not exceed the number of H Shares that may be sold under the
Over-allotment Option, being 5,999,200 H Shares, which is approximately 15% of the Offer
Shares initially available under the Global Offering.
Stabilization action will be entered into in accordance with the laws, rules and regulations
in place in Hong Kong. Stabilization action permitted in Hong Kong pursuant to the Securities
and Futures (Price Stabilizing) Rules of the SFO includes (a) over-allocating for the purpose
of preventing or minimizing any reduction in the market price of the 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) 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 Wednesday, July 30, 2025, 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 either
during or after the stabilization period by the taking of any stabilizing action; and
(f) stabilizing bids or transactions effected in the course of the stabilizing action may
be made at any price at or below the Offer Price and can, therefore, be done at a
price below the price paid by applicants for, or investors in, the Offer Shares.
STRUCTURE OF THE GLOBAL OFFERING
– 366 –


--- page 377 ---
In order to effect stabilization actions, the Stabilizing Manager will arrange cover of up
to an aggregate of 5,999,200 H Shares, representing up to approximately 15% of the initial
Offer Shares, through delayed delivery arrangements with investors who have been allocated
Offer Shares in the International Offering. The delayed delivery arrangements (if specifically
agreed by an investor) relate only to the delay in the delivery of the Offer Shares to such
investor and the Offer Price for the Offer Shares allocated to such investor will be paid before
the Listing Date.
The Company will ensure or procure that an announcement in compliance with the
Securities and Futures (Price Stabilizing) Rules of the SFO will be made within seven days of
the expiration of the stabilization period.
Over-Allocation
Following any over-allocation of H Shares in connection with the Global Offering, the
Stabilizing Manager (or any person acting for it) may cover such over-allocations by exercising
the Over-allotment Option in full or in part, by using H Shares purchased by the Stabilizing
Manager (or any person acting for it) in the secondary market at prices that do not exceed the
Offer Price or through stock borrowing arrangements or a combination of these means.
Reduction in Number of Offer Shares and/or Offer Price
The Overall Coordinators (on behalf of the Underwriters) may, based on the level of
interest expressed by prospective investors during the book-building process in respect of the
International Offering, and with our consent, reduce the number of Offer Shares below that
stated in this prospectus at any time on or before the morning of the last day for making
applications under the Hong Kong Public Offering. In this case, we will as soon as practicable
after the decision to make the reduction (and no later than the morning of the last day for
making applications under the Hong Kong Public Offering) publish on the website of the Hong
Kong Stock Exchange at www.hkexnews.hk and our website at www.anjoyfood.com/ notice
of the reduction, the cancellation of the Global Offering and the relaunch of the Global
Offering at the revised number of Offer Shares. This notice will also include confirmation or
revision, as appropriate, of the working capital statement and the Global Offering statistics as
set out in this prospectus, as well as any other financial information which may change as a
result of the reduction.
We will, as soon as practicable following the decision to make the reduction, in addition
to publishing the notice, issue a supplemental prospectus containing details in relation to the
change in the number of Offer Shares being offered. The Global Offering will be cancelled and
subsequently relaunched on FINI pursuant to the supplemental prospectus.
Before making 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
may not be made until or before the day which is the last day for making applications under
the Hong Kong Public Offering.
STRUCTURE OF THE GLOBAL OFFERING
– 367 –


--- page 378 ---
In the absence of a notice of reduction, the number of Offer Shares (if the Company
agrees with the Overall Coordinator (on behalf of the Underwriters)) will not be reduced.
Announcement of Offer Price and Basis of Allocations
The final Offer Price, the level of indications of interest in the Global Offering, the results
of allocations and the basis of allotment of the Hong Kong Offer Shares are expected to be
announced on Thursday, July 3, 2025 on the website of the Stock Exchange at
www.hkexnews.hk and on the website of our Company at www.anjoyfood.com/ .
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 expects to enter into the International Underwriting Agreement relating to
the International Offering on or around the Price Determination Date.
These underwriting arrangements, including the Underwriting Agreements, are
summarized in the section headed “Underwriting” in this Prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on, among other
things:
(a) the Listing Committee granting approval for the listing of, and permission to deal in,
the 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 commencement of trading of the H Shares on the
Stock Exchange;
(b) the Offer Price having been agreed between the Overall Coordinators (for
themselves and on behalf of the Underwriters) and our 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 or otherwise,
STRUCTURE OF THE GLOBAL OFFERING
– 368 –


--- page 379 ---
in each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such
dates and times).
The consummation of each of the Hong Kong Public Offering and the International
Offering is conditional upon, among other things, the other offering becoming unconditional
and not having been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the dates and times specified,
the Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of
the lapse of the Hong Kong Public Offering will be published on the websites of the Company
and the Stock Exchange at www.anjoyfood.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).
H Share certificates for the Offer Shares will only become valid evidence of title at 8:00
a.m. on Friday, July 4, 2025, 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 Friday, July 4, 2025, it is expected that dealings in the H Shares on the
Stock Exchange will commence at 9:00 a.m. on Friday, July 4, 2025.
The H Shares will be traded in board lots of 100 H Shares each and the stock code of the
H Shares will be 2648.
STRUCTURE OF THE GLOBAL OFFERING
– 369 –


--- page 380 ---
IMPORTANT NOTICE TO INVESTORS
OF HONG KONG PUBLIC OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offer and below are the procedures for application.
This Prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under the “HKEXnews > New Listings > New Listing Information”
section, and our website at www.anjoyfood.com.
The contents of this Prospectus are identical to the Prospectus as registered
with the Registrar of Companies in Hong Kong pursuant to Section 342C of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you
are applying for:
 are 18 years of age or older; and
 have a Hong Kong address (for the White Form eIPO service only).
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by the
Stock Exchange to us, you cannot apply for any Hong Kong Offer Shares if you or the
person(s) for whose benefit you are applying for:
 are an existing H Shareholder or close associates; or
 are a Director or any of his/her close associates.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 370 –


--- page 381 ---
2. Application Channels
The Hong Kong Public Offer period will begin at 9:00 am on Wednesday, June 25,
2025 and end at 12:00 noon on Monday, June 30, 2025 (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
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 am on
Wednesday, June 25,
2025 to 11:30 a.m. on
Monday, June 30, 2025,
Hong Kong time. The
latest time for
completing full payment
of application monies
will be 12:00 noon on
Monday, June 30, 2025,
Hong Kong time.
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118/H1118
Y our broker or custodian
who is a HKSCC
Participant will submit
an EIPO application on
your behalf through
HKSCC’s FINI system
in accordance with your
instruction
Investors who would not
like to receive a
physical H Share
certificate. Hong Kong
Offer Shares
successfully applied for
will be allotted and
issued in the name of
HKSCC Nominees,
deposited directly into
CCASS and credited to
your designated HKSCC
Participant’s stock
account.
Contact your broker or
custodian for the earliest
and latest time for
giving such instructions,
as this may vary by
broker or custodian.
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions and you are advised not to wait until the
last day of the application period to apply for Hong Kong Offer Shares.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 371 –


--- page 382 ---
For those applying through the White Form eIPO service, once you complete payment
in respect of any application instructions given by you or for your benefit through the White
Form eIPO service to make an application for Hong Kong Offer Shares, an actual application
shall be deemed to have been made. If you are a person for whose benefit the electronic
application instructions are given, you shall be deemed to have declared that only one set of
electronic application instructions has been given for your benefit. If you are an agent for
another person, you shall be deemed to have declared that you have only given one set of
electronic application instructions for the benefit of the person for whom you are an agent
and that you are duly authorized to give those instructions as an agent.
For the avoidance of doubt, giving an application instruction under the White Form eIPO
service more than once and obtaining different payment reference numbers without effecting
full payment in respect of a particular reference number will not constitute an actual
application.
If you apply through the White Form eIPO service, you are deemed to have authorized
the White Form eIPO service provider to apply on the terms and conditions in this Prospectus,
as supplemented and amended by the terms and conditions of the White Form eIPO service.
By instructing your broker or custodian to apply for the Hong Kong Offer Shares on your
behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you
jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC
Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong
Offer Shares on your behalf and to do on your behalf all the things stated in this Prospectus
and any supplement to it.
For those applying through HKSCC EIPO channel, an actual application will be deemed
to have been made for any application instructions given by you or for your benefit to HKSCC
(in which case an application will be made by HKSCC Nominees on your behalf) provided such
application instruction has not been withdrawn or otherwise invalidated before the closing time
of the Hong Kong Public Offer.
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
– 372 –


--- page 383 ---
3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
 Full name(s) 2 as shown on your
identity document
 Full name(s) 2 as shown on your
identity document
 Identity document’s issuing country or
jurisdiction
 Identity document’s issuing country or
jurisdiction
 Identity document type, with order of
priority:
i. HKID card; or
ii. National identification document;
or
iii. Passport; and
 Identity document number
 Identity document type, with order of
priority:
i. LEI registration document; or
ii. Certificate of incorporation; or
iii. Business registration certificate; or
iv. Other equivalent document; and
 Identity document number
Notes:
1. If you are applying through the White Form eIPO service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong Address. Y ou are also required to declare that the
identity information provided by you follows the requirements as described in Note 2 below. In
particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID
card.
2. The applicant’s full name as shown on their identity document must be used and the surname, given
name, middle and other names (if any) must be input in the same order as shown on the identity
document. If an applicant’s identity document contains both an English and Chinese name, both English
and Chinese names must be used. Otherwise, either English or Chinese names will be accepted. The
order of priority of the applicant’s identity document type must be strictly followed and where an
individual applicant has a valid HKID card (including both Hong Kong Residents and Hong Kong
Permanent Residents), the HKID number must be used when making an application to subscribe for
shares in a public offer. Similarly for corporate applicants, a LEI number must be used if an entity has
a LEI certificate.
3. If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will
be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID
of the asset management company or the individual fund, as appropriate, which has opened a trading
account with the broker will be required, as above.
4. The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 373 –


--- page 384 ---
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity
document), the identity document’s issuing country or jurisdiction, the identity document type; and (ii),
the identity document number, for each of the beneficial owners or, in the case(s) of joint beneficial
owners, for each joint beneficial owner. If you do not include this information, the application will be
treated as being made for your benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be treated
as being for your benefit and you should provide the required information in your application as stated
above.
“Unlisted company ” means a company with no equity securities listed on the Stock Exchange or any
other stock exchange.
“Statutory control ” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which
carries no right to participate beyond a specified amount in a distribution of either profits or
capital).
For those applying through HKSCC EIPO channel, and making an application under a
power of attorney, we and the Overall Coordinators, as our agent, have discretion to consider
whether to accept it on any conditions we think fit, including evidence of the attorney’s
authority.
Failing to provide any required information may result in your application being rejected.
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: 100 H Shares
Permitted number of Hong Kong
Offer Shares for application
and amount payable on
application/successful allotment /H1118/H1118/H1118/H1118
: 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$66.00
per H Share.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 374 –


--- page 385 ---
If you are applying through the HKSCC
EIPO channel, you are required to pre-
fund your application based on the
amount specified by your broker or
custodian, as determined based on the
applicable laws and regulations in Hong
Kong. 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
– 375 –


--- page 386 ---
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 6,666.56 2,000 133,331.22 10,000 666,656.10 300,000 19,999,683.00
200 13,333.13 2,500 166,664.03 20,000 1,333,312.20 400,000 26,666,244.00
300 19,999.68 3,000 199,996.84 30,000 1,999,968.30 500,000 33,332,805.00
400 26,666.24 3,500 233,329.64 40,000 2,666,624.40 600,000 39,999,366.00
500 33,332.80 4,000 266,662.45 50,000 3,333,280.50 700,000 46,665,927.00
600 39,999.37 4,500 299,995.25 60,000 3,999,936.60 800,000 53,332,488.00
700 46,665.93 5,000 333,328.06 70,000 4,666,592.70 900,000 59,999,049.00
800 53,332.49 6,000 399,993.65 80,000 5,333,248.80 1,000,000 66,665,610.00
900 59,999.05 7,000 466,659.26 90,000 5,999,904.90 1,250,000 83,332,012.50
1,000 66,665.61 8,000 533,324.88 100,000 6,666,561.00 1,500,000 99,998,415.00
1,500 99,998.41 9,000 599,990.49 200,000 13,333,122.00 1,999,700
(1) 133,311,220.32
(1) Maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as
defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy, collected by the Stock
Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock Exchange
on behalf of the AFRC).
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own
benefit, except where you are a nominee and provide the information of the underlying investor
in your application as required under the paragraph headed “ — A. Applications for Hong Kong
Offer Shares — 3. Information Required to Apply” in this section. If you are suspected of
submitting or cause to submit more than one application, all of your applications will be
rejected.
Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If you
have made an application through the White Form eIPO service or HKSCC EIPO channel,
you or the person(s) for whose benefit you have made the application shall not apply for any
International Offer Shares.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 376 –


--- page 387 ---
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 offers and sales of shares set out
in this Prospectus and they do not apply to you, or the person(s) for whose benefit
you have made the application;
(v) confirm that you have read this Prospectus and any supplement to it and have relied
only on the information and representations contained therein in making your
application (or as the case may be, causing your application to be made) and will not
rely on any other information or representations;
(vi) agree that the Relevant Persons
1, the H Share Registrar and HKSCC will not be
liable for any information and representations not in this Prospectus and any
supplement to it;
1 Relevant Persons would include the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators,
the Joint Bookrunners, the Joint Lead Managers, the Underwriters, any of their or the Company’s respective
directors, officers, employees, partners, agents, advisers and any other parties involved in the Global Offering.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 377 –


--- page 388 ---
(vii) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit
you have made the application to us, the Relevant Persons, the H Share Registrar,
HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other statutory
regulatory or governmental bodies or otherwise as required by laws, rules or
regulations, for the purposes under the paragraph headed “ — G. Personal Data —
3. Purposes and 4. Transfer of personal data ” in this section;
(viii) agree (without prejudice to any other rights which you may have once your
application (or as the case may be, HKSCC Nominees’ application) has been
accepted) that you will not rescind it because of an innocent misrepresentation;
(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, any application made by you or HKSCC
Nominees on your behalf cannot be revoked once it is accepted, which will be
evidenced by the notification of the result of the ballot by the H Share Registrar by
way of publication of the results at the time and in the manner as specified in the
paragraph headed “— B. Publication of Results” in this section;
(x) confirm that you are aware of the situations specified in the paragraph headed “ —
C. Circumstances In Which You Will Not Be Allocated Hong Kong Offer Shares ”i n
this section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of it
and the resulting contract will be governed by and construed in accordance with the
laws of Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any
place outside Hong Kong that apply to your application and that neither we nor the
Relevant Persons will breach any law inside and/or outside Hong Kong as a result
of the acceptance of your offer to purchase, or any action arising from your rights
and obligations under the terms and conditions contained in this Prospectus;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your behalf
is not financed directly or indirectly by the Company, any of the directors, chief
executives, substantial H Shareholder(s) or existing shareholder(s) of the Company
or any of its subsidiaries or any of their respective close associates; and (b) you are
not accustomed or will not be accustomed to taking instructions from the Company,
any of the directors, chief executives, substantial shareholder(s) or existing
shareholder(s) of the Company or any of its subsidiaries or any of their respective
close associates in relation to the acquisition, disposal, voting or other disposition
of the H Shares registered in your name or otherwise held by you;
(xiv) warrant that the information you have provided is true and accurate;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 378 –


--- page 389 ---
(xv) confirm that you understand that we and the Overall Coordinators will rely on your
declarations and representations in deciding whether or not to allocate any Hong
Kong Offer Shares to you and that you may be prosecuted for making a false
declaration;
(xvi) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated
to you under the application;
(xvii) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(xviii) (if the application is made for your own benefit) warrant that no other application
has been or will be made for your benefit by giving electronic application
instructions to HKSCC directly or indirectly or through the application channel of
the H Share Registrar or by any one as your agent or by any other person; and
(xix) (if you are making the application as an agent for the benefit of another person)
warrant that (1) no other application has been or will be made by you as agent for
or for the benefit of that person or by that person or by any other person as agent
for that person by giving electronic application instructions to HKSCC and (2)
you have due authority to give electronic application instructions on behalf of that
other person as its agent.
B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares
through:
Platform Date/Time
Applying through White Form eIPO service or HKSCC EIPO channel:
Website /H1118/H1118/H1118/H1118/H1118/H1118/H1118The designated results of
allocation at
www.iporesults.com.hk
(alternatively: with a “search
by ID” function.
24 hours, from 11:00 p.m. on
Thursday, July 3, 2025 to
12:00 midnight on Wednesday,
July 9, 2025 (Hong Kong
time)
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 379 –


--- page 390 ---
Platform Date/Time
The full list of (i) wholly or
partially successful applicants
using the White Form eIPO
service and HKSCC EIPO
channel, and (ii) the number
of Hong Kong Offer Shares
conditionally allotted to them,
among other things, will be
displayed on the “Allotment
Results” page of the White
Form eIPO service at
www.iporesults.com.hk
The Stock Exchange’s website
at www.hkexnews.hk and
our website at
www.anjoyfood.com/ which
will provide links to the
above mentioned websites of
the H Share Registrar.
No later than 11:00 p.m. on
Thursday, July 3, 2025 (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 Friday, July 4,
2025 to Wednesday, July 9,
2025 (Hong Kong time) on a
business day
For those applying through HKSCC EIPO channel, you may also check with your broker
or custodian from 6:00 p.m. on Wednesday, July 2, 2025 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Wednesday, July 2, 2025 (Hong Kong time) on a 24-hour basis and should report any
discrepancies on allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the results of the final Offer Price, the level of indications of
interest in the Global Offer, the level of applications in the Hong Kong Public Offering and the
basis of allocations of Hong Kong Offer Shares on the Stock Exchange’s website at
www.hkexnews.hk and our website at www.anjoyfood.com/ by no later than 11:00 p.m. on
Thursday, July 3, 2025 (Hong Kong time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 380 –


--- page 391 ---
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.
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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 381 –


--- page 392 ---
5. If there is money settlement failure for allotted H Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC
Participants will be required to hold sufficient application funds on deposit with their
Designated Bank before balloting. After balloting of Hong Kong Offer Shares, the Receiving
Bank will collect the portion of these funds required to settle each HKSCC Participant’s actual
Hong Kong Public Offer Share allotment from their Designated Bank.
There is a risk of money settlement failure. In the extreme event of money settlement
failure by a HKSCC Participant (or its Designated Bank), who is acting on your behalf in
settling payment for your allotted shares, HKSCC will contact the defaulting HKSCC
Participant and its Designated Bank to determine the cause of failure and request such
defaulting HKSCC Participant to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected
Hong Kong Offer Shares will be reallocated to the Global Offering. Hong Kong Offer Shares
applied for by you through the broker or custodian may be affected to the extent of the
settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares
due to the money settlement failure by such HKSCC Participant. None of us, the Relevant
Persons, the H Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are
not allocated to you due to the money settlement failure.
D. DESPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you
under the Hong Kong Public Offering (except pursuant to applications made through the
HKSCC EIPO channel where the H Share certificates will be deposited into CCASS as
described below).
No temporary document of title will be issued in respect of the H Shares. No receipt will
be issued for sums paid on application.
H Share certificates will only become valid evidence of title at 8:00 a.m. on Friday, July
4, 2025 (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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 382 –


--- page 393 ---
The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of H Share certificate 2
For physical
H Share
certificates of
1,000,000 or
more Offer
Shares issued
under your
own name /H1118/H1118/H1118/H1118
Collection in person from
Computershare Hong Kong
Investor Services Limited at
Shops 1712-1716, 17th Floor,
Hopewell Centre, 183 Queen’s
Road East, Wan Chai, Hong
Kong
Time: from 9:00 a.m. to 1:00
p.m. on Friday, July 4, 2025
(Hong Kong time).
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
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.
2 Except in the event of any Severe Weather Signals (as defined below) in force in Hong Kong in the morning
on the business day before the Listing Date rendering it impossible for the relevant share certificates to be
dispatched to HKSCC in a timely manner, the Company shall procure the Hong Kong Share Registrar to
arrange for delivery of the supporting documents and share certificates in accordance with the contingency
arrangements as agreed between them. Y ou may refer to “ — E. Severe Weather Arrangements ” in this section.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 383 –


--- page 394 ---
White Form eIPO service HKSCC EIPO channel
For physical
H Share
certificates of
less than
1,000,000
Offer Shares
issued under
your own
name /H1118/H1118/H1118/H1118/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: Thursday, July 3, 2025
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Friday, July 4, 2025 Subject to the arrangement
between you and your broker
or custodian
Responsible
party /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
H Share Registrar Y our broker or custodian
Application
monies paid
through single
bank account /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
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 Opening and Closing of the Application Lists
The application lists will not open or close on Monday, June 30, 2025 if, there is/are:
 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 Monday, June 30,
2025.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 384 –


--- page 395 ---
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on
the next business day which does not have Severe Weather Signals in force at any time between
9:00 a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the listing date. Should there be any changes to the
dates mentioned in the section headed “Expected Timetable” in this Prospectus, an
announcement will be made and published on the Stock Exchange’s website at
www.hkexnews.hk and our website at www.anjoyfood.com/ of the revised timetable.
If a Severe Weather Signal is hoisted on Thursday, July 3, 2025, the H Share Registrar
will make appropriate arrangements for the delivery of the share certificates to the CCASS
Depository’s service counter so that they would be available for trading on Friday, July 4,
2025.
If a Severe Weather Signal is hoisted on Thursday, July 3, 2025:
 for physical share certificates of less than 1,000,000 Offer Shares issued under your
own name, despatch will be made by ordinary post when the post office re-opens
after the Severe Weather Signal is lowered or cancelled (e.g. in the afternoon of
Thursday, July 3, 2025 or on Friday, July 4, 2025).
If a Severe Weather Signal is hoisted on Friday, July 4, 2025:
 for physical share certificates of 1,000,000 or more Offer Shares issued under your
own name, you may pick them up from the H Share Registrar’s office after the
Severe Weather Signal is lowered or cancelled (e.g. in the afternoon of Friday, July
4, 2025 or on Monday, July 7, 2025).
Prospective investors should be aware that if they choose to receive physical share
certificates issued in their own name, there may be a delay in receiving the share
certificates.
F. ADMISSION OF THE H SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the H
Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement
in CCASS with effect from the date of commencement of dealings in the H Shares or any other
date HKSCC chooses. Settlement of transactions between Exchange Participants is required to
take place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and HKSCC
Operational Procedures in effect from time to time.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 385 –


--- page 396 ---
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS.
Y ou should seek the advice of your broker or other professional advisor for details of the
settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by the Company, the H Share Registrar, the receiving bank and the Relevant
Persons about you in the same way as it applies to personal data about applicants other than
HKSCC Nominees. This personal data may include client identifier(s) and your identification
information. By giving application instructions to HKSCC, you acknowledge that you have
read, understood and agree to all of the terms of the Personal Information Collection Statement
below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and holder of,
Hong Kong Public 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 386 –


--- page 397 ---
3. Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever means) for
the following purposes:
a. processing your application and refund cheque and 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;
b. compliance with applicable laws and regulations in Hong Kong and elsewhere;
c. registering new issues or transfers into or out of the names of the holders of the H
Shares including, where applicable, HKSCC Nominees;
d. maintaining or updating the register of members of the Company;
e. verifying identities of applicants for and holders of the H Shares and identifying any
duplicate applications for the H Shares;
f. facilitating Hong Kong Offer Shares balloting;
g. establishing benefit entitlements of holders of the H Shares, such as dividends,
rights issues, bonus issues, etc.;
h. distributing communications from the Company and its subsidiaries;
i. compiling statistical information and profiles of the holder of the H Shares;
j. disclosing relevant information to facilitate claims on entitlements; and
k. 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.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 387 –


--- page 398 ---
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:
a. the Company’s appointed agents such as financial advisers, receiving bank and
overseas principal share registrar;
b. HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the H Share Registrar 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);
c. 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;
d. the Stock Exchange, the SFC and any other statutory regulatory or governmental
bodies or otherwise as required by laws, rules or regulations, including for the
purpose of the Stock Exchange’s administration of the Listing Rules and the SFC’s
performance of its statutory functions; and
e. any persons or institutions with which the holders of Hong Kong Offer Shares have
or propose to have dealings, such as their bankers, solicitors, accountants or brokers
etc.
5. Retention of personal data
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
– 388 –


--- page 399 ---
The following is the text of a report set out on pages I-1 to I-3, received from the
Company’ s 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
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF ANJOY FOODS GROUP CO., LTD, GOLDMAN SACHS (ASIA) L.L.C.
AND CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG
SECURITIES LIMITED
Introduction
We report on the historical financial information of Anjoy Foods Group Co., Ltd. (the
“Company”) and its subsidiaries (together, the “Group”) set out on pages I-4 to I-93, which
comprises the consolidated statements of profit or loss, statements of 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 (the “Relevant Y ears”), 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 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-93 forms an integral part of this
report, which has been prepared for inclusion in the prospectus of the Company dated 25 June
2025 (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 400 ---
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 (the “Relevant Y ears”) and of the financial
performance and cash flows of the Group for each of the Relevant Y ears in accordance with
the basis of preparation set out in note 2.1 to the Historical Financial Information.
REPORT ON MATTERS UNDER THE RULES GOVERNING THE LISTING OF
SECURITIES ON THE STOCK EXCHANGE AND THE COMPANIES (WINDING UP
AND MISCELLANEOUS PROVISIONS) ORDINANCE
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-4 have been made.
Dividends
We refer to note 13 to the Historical Financial Information which contains information
about the dividends paid by the Company in respect of the Relevant Y ears.
Ernst & Y oung
Certified Public Accountants
Hong Kong
25 June 2025
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 401 ---
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 Y ears, 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”) and all values
are rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 402 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
Y ear ended 31 December
Notes 2022 2023 2024
RMB’000 RMB’000 RMB’000
CONTINUING OPERATIONS
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 12,105,618 13,964,878 15,029,588
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,545,090) (10,807,721) (11,621,306)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,560,528 3,157,157 3,408,282
Other income and gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 243,266 290,377 261,713
Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118(873,000) (925,754) (986,208)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(375,471) (426,785) (553,816)
Research and development expenses /H1118/H1118 (93,328) (94,471) (97,214)
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (11,347) (58,965) (39,686)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 (12,376) (14,215) (1,540)
(Impairment losses)/reversal of
impairment losses on
financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,457) 4,413 (7,326)
Share of (loss)/profit of
an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4) 4,452 4,070
PROFIT BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 1,426,811 1,936,209 1,988,275
Income tax expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 (309,307) (435,049) (474,657)
PROFIT FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,117,504 1,501,160 1,513,618
Profit attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,101,030 1,478,067 1,484,831
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,474 23,093 28,787
1,117,504 1,501,160 1,513,618
EARNINGS PER SHARE
ATTRIBUTABLE TO ORDINARY
EQUITY HOLDERS OF THE
PARENT
Basic
– For profit for the year (RMB) /H1118/H1118/H1118/H1118/H111814 3.89 5.04 5.08
Diluted /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– For profit for the year (RMB) /H1118/H1118/H1118/H1118/H111814 3.87 5.04 5.08
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 403 ---
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
PROFIT FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,117,504 1,501,160 1,513,618
OTHER COMPREHENSIVE
(LOSS)/INCOME
Other comprehensive (loss)/income that
may be reclassified to profit or loss in
subsequent years:
Exchange differences on translation of
foreign operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(979) 3,210 1,521
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,116,525 1,504,370 1,515,139
Total comprehensive income
attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,100,345 1,480,313 1,485,895
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,180 24,057 29,244
1,116,525 1,504,370 1,515,139
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 404 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
Notes 2022 2023 2024
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111815 4,139,075 5,166,525 5,363,911
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816(a) 368,625 382,562 462,468
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 806,500 770,407 739,129
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 339,873 305,047 268,999
Investment in an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 9,496 15,096 13,764
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 43,629 80,065 19,226
Deferred tax assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 143,357 154,381 157,030
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,850,555 6,874,083 7,024,527
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 3,136,836 3,566,705 3,284,638
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 736,997 572,084 626,127
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 241,987 278,852 339,427
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/H111826 672,325 1,033,242 3,321,233
Restricted cash and time deposits /H1118/H1118/H1118/H111827 2,446,105 448,011 550,826
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 3,057,910 4,527,451 2,228,322
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,292,160 10,426,345 10,350,573
CURRENT LIABILITIES
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 1,327,301 1,288,469 1,379,710
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 1,885,979 2,229,172 1,711,352
Due to related parties –
trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 – 7,751 16,449
Interest-bearing bank and
other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 489,905 326,341 112,095
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816(b) 3,584 1,563 6,477
Tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155,983 152,767 175,159
Dividends payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 277,527
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,862,752 4,006,063 3,678,769
NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,429,408 6,420,282 6,671,804
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,279,963 13,294,365 13,696,331
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 405 ---
As at 31 December
Notes 2022 2023 2024
RMB’000 RMB’000 RMB’000
NON-CURRENT LIABILITIES
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 118,459 132,121 131,686
Interest-bearing bank and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 2,266 1,465 490
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816(b) 1,420 2,175 36,195
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 211,482 248,881 255,481
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 47,327 9,140 2,146
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118380,954 393,782 425,998
NET ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,899,009 12,900,583 13,270,333
EQUITY
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836 293,294 293,294 293,294
Treasury shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(47,053) (45,714) (108,593)
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838(a) 11,433,043 12,380,443 12,767,828
Total equity attributable to the
owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,679,284 12,628,023 12,952,529
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118219,725 272,560 317,804
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,899,009 12,900,583 13,270,333
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 406 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Y ear ended 31 December 2022
Attributable to owners of the parent
Share
capital
Capital
reserve*
Statutory
reserve*
Exchange
fluctuation
reserves*
Treasury
shares
Retained
earnings* 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 36) (note 38) (note 38)
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118244,424 2,419,919 138,325 (987) (104,660) 2,376,400 5,073,421 70,369 5,143,790
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 1,101,030 1,101,030 16,474 1,117,504
Other comprehensive income for the year:
Exchange differences on translation of
foreign operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (685) – – (685) (294) (979)
Total comprehensive (loss)/income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (685) – 1,101,030 1,100,345 16,180 1,116,525
Issue of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,885 5,625,671 –––– 5,674,556 – 5,674,556
Share issue expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (39,982) –––– (39,982) – (39,982)
Capital injection from non-controlling
equity holders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––– 7,222 7,222
Share awards arrangements (note 37) /H1118/H1118/H1118/H1118/H1118/H1118– 24,394 –––– 24,394 – 24,394
V esting of restricted A shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 57,221 – 57,221 – 57,221
Forfeiting of restricted A shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15) (729) – – 386 – (358) – (358)
Final 2021 dividend /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (205,013) (205,013) – (205,013)
Transfer from retained profits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 9,581 – – (9,581) – – –
Acquisition of a subsidiary (note 40) /H1118/H1118/H1118/H1118/H1118/H1118––––––– 128,515 128,515
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– (5,300) –––– (5,300) (2,561) (7,861)
As at 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,294 8,023,973 147,906 (1,672) (47,053) 3,262,836 11,679,284 219,725 11,899,009
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 407 ---
Y ear ended 31 December 2023
Attributable to owners of the parent
Share
capital
Capital
reserve*
Statutory
reserve*
Exchange
fluctuation
reserves*
Treasury
shares
Retained
earnings* 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 36) (note 38) (note 38)
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,294 8,023,973 147,906 (1,672) (47,053) 3,262,836 11,679,284 219,725 11,899,009
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 1,478,067 1,478,067 23,093 1,501,160
Other comprehensive income for the year:
Exchange differences on translation of
foreign operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 2,246 – – 2,246 964 3,210
Total comprehensive income for the year /H1118/H1118/H1118 – – – 2,246 – 1,478,067 1,480,313 24,057 1,504,370
V esting of restricted A shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– 47,053 – 47,053 – 47,053
Capital injection from non-controlling
equity shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––– 28,778 28,778
Share-based payment arrangements (note 37) /H1118 – 19,208 –––– 19,208 – 19,208
Repurchase of A-shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (45,714) – (45,714) – (45,714)
Final 2022 dividend /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (330,543) (330,543) – (330,543)
2023 Interim dividend /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (221,437) (221,437) – (221,437)
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– (141) –––– (141) – (141)
As at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,294 8,043,040 147,906 574 (45,714) 4,188,923 12,628,023 272,560 12,900,583
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 408 ---
Y ear ended 31 December 2024
Attributable to owners of the parent
Share
capital
Capital
reserve*
Statutory
reserve*
Exchange
fluctuation
reserves*
Treasury
shares
Retained
earnings* 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 36) (note 38) (note 38)
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,294 8,043,040 147,906 574 (45,714) 4,188,923 12,628,023 272,560 12,900,583
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– 1,484,831 1,484,831 28,787 1,513,618
Other comprehensive income for the year:
Exchange differences on translation of
foreign operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 1,064 – – 1,064 457 1,521
Total comprehensive income for the year /H1118/H1118/H1118 – – – 1,064 – 1,484,831 1,485,895 29,244 1,515,139
Capital injection from non-controlling
equity shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––––– 16,000 16,000
Share options arrangements (note 37) /H1118/H1118/H1118/H1118/H1118/H1118– 100,808 –––– 100,808 – 100,808
Repurchase of A-shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––– (62,879) – (62,879) – (62,879)
Final 2023 dividend /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (518,647) (518,647) – (518,647)
2024 Interim dividend /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––– (680,671) (680,671) – (680,671)
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,294 8,143,848 147,906 1,638 (108,593) 4,474,436 12,952,529 317,804 13,270,333
* These reserve accounts comprise the consolidated reserves of RMB11,433,043,000, RMB12,380,443,000 and RMB12,767,828,000 in the consolidated st atements of financial
position as at 31 December 2022, 2023 and 2024, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 409 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended 31 December
Notes 2022 2023 2024
RMB’000 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/H11181,426,811 1,936,209 1,988,275
Adjustments for:
Depreciation of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 314,442 373,476 451,759
Depreciation of right-of-use assets /H1118/H111816(a) 11,428 12,383 14,479
Amortisation of other intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 28,363 40,008 40,064
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (88,677) (105,424) (73,873)
Gain on 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/H1118/H1118/H11186 (7,738) (16,519) (26,554)
Unrealised fair value gains on
financial assets at fair value
through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (2,500) (9,162) (16,676)
Compensation from non-controlling
shareholder of subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H111826 – – (47,115)
Loss on disposal of items of
property, plant and equipment and
right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 8,021 20,849 5,485
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 12,376 14,215 1,540
Impairment of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 1,023 – –
Impairment of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 45,029 29,255 20,927
Impairment losses/(reversal of
impairment losses) on financial
assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 11,457 (4,413) 7,326
Share-based payment expenses /H1118/H1118/H1118/H1118/H111837 33,460 19,208 100,808
Share of profit and loss of
an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 (4,452) (4,070)
Impairment of goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 – 36,093 31,278
1,793,499 2,341,726 2,493,653
(Increase)/decrease in inventories /H1118/H1118/H1118/H1118 (382,717) (460,272) 261,500
(Increase)/decrease in trade and bills
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(41,513) 116,005 (60,674)
Increase in prepayments, other
receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118(18,131) (24,847) (66,442)
Decrease in other non-current assets /H1118/H1118 3,970 2,845 227
Decrease in restricted cash and time
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,571 25,685 17,811
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 410 ---
Y ear ended 31 December
Note 2022 2023 2024
RMB’000 RMB’000 RMB’000
(Decrease)/increase in trade and
bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(128,977) (38,832) 91,241
Increase/(decrease) in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118273,422 272,694 (348,811)
(Decrease)/increase in
deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,439) 282 1,092
Increase in due to related
parties – trade /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,751 8,698
Cash generated from operations /H1118/H1118/H1118/H1118/H1118/H11181,505,685 2,243,037 2,398,295
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,750 84,750 66,077
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(196,108) (420,729) (440,357)
Net cash flows generated from
operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,361,327 1,907,058 2,024,015
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from disposal of items of
property, plant and equipment /H1118/H1118/H1118/H1118/H1118 3,054 4,023 6,292
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(1,038,061) (1,415,423) (844,366)
Purchase of other
intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(5,311) (5,493) (4,257)
Purchases of financial assets
at fair value through profit or loss /H1118/H1118 (2,100,000) (3,006,000) (11,079,526)
Purchases of time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,346,258) (546,365) (527,000)
Purchases of right-of-use assets /H1118/H1118/H1118/H1118/H1118 (29,699) (23,542) (52,657)
Receipt of government grants for
property, plant and equipment /H1118/H1118/H1118/H1118/H1118 39,200 48,597 66,069
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/H1118/H1118/H1118/H11181,485,083 2,651,000 8,846,111
Proceeds from disposal of
time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,000 2,539,448 416,364
Income 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/H1118/H11187,953 19,764 35,769
Investment in an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,500) – –
Acquisition of subsidiaries,
net of cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840 (805,699) – –
Dividends received from associate /H1118/H1118/H1118/H1118 – – 5,042
Net cash flows (used in)/generated
from investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,749,238) 266,009 (3,132,159)
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 411 ---
Y ear ended 31 December
Note 2022 2023 2024
RMB’000 RMB’000 RMB’000
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from interest-bearing bank
and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118661,800 564,500 483,000
Repayment of interest-bearing bank
and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(661,146) (679,213) (697,985)
Principal portion of
lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,414) (4,746) (3,713)
Share issue expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(36,963) – –
Dividends paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(205,013) (551,980) (921,791)
Interest paid for interest-bearing bank
and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,274) (17,017) (7,993)
Proceeds from government grants
related to loan interest /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 7,160
Issue of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,674,556 – –
Payment of listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (2,442)
Capital injection from
non-controlling equity shareholders /H1118 7,222 28,778 16,000
Repurchase of ordinary stocks /H1118/H1118/H1118/H1118/H1118/H1118/H1118(386) (45,714) (62,879)
Net cash flows generated from/
(used in) financing activities /H1118/H1118/H1118/H1118/H1118/H11185,421,382 (705,392) (1,190,643)
NET INCREASE/(DECREASE)
IN CASH AND CASH
EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,033,471 1,467,675 (2,298,787)
Cash and cash equivalents at
beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,024,626 3,057,910 4,527,451
Effect of foreign exchange
differences, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(187) 1,866 (342)
CASH AND CASH EQUIV ALENTS
A T END OF YEAR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,057,910 4,527,451 2,228,322
ANAL YSIS OF BALANCES OF
CASH AND CASH EQUIV ALENTS
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 2,356,097 4,527,451 2,228,322
Non-pledged time deposits with
original maturity of less than three
months when acquired /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 701,813 – –
Cash and cash equivalents as stated in
the statements of cash flows and the
statements of financial position /H1118/H1118/H1118/H1118 3,057,910 4,527,451 2,228,322
APPENDIX I ACCOUNTANTS’ REPORT
– I-13 –


--- page 412 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at 31 December
Notes 2022 2023 2024
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111815 234,000 215,524 200,970
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816(a) 17,714 17,170 15,950
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 6,890 8,727 9,585
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 4,082 2,790 1,226
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 6,144,429 6,447,429 8,861,935
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,407,115 6,691,640 9,089,666
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 232,868 178,820 190,261
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 2 123
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 12,928 17,015 10,074
Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833 2,798,574 2,857,447 204,202
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/H111826 50,109 101,597 1,372,545
Restricted cash and time deposits /H1118/H1118/H1118/H111827 574,430 202,801 366,904
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 134,825 244,571 151,621
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,803,755 3,602,253 2,295,610
CURRENT LIABILITIES
Trade and bills payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829 120,625 101,214 94,340
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 821,567 1,001,834 1,794,552
Due to related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831 – 260 2,609
Due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 10,686 13,421 32,750
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816(b) 1,205 727 313
Tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 17,256
Dividends payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 277,527
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118954,083 1,117,456 2,219,347
NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,849,672 2,484,797 76,263
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,256,787 9,176,437 9,165,929
NON-CURRENT LIABILITIES
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 28,024 20,935 17,557
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816(b) 423 829 516
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 6,384 40,907 55,895
Other financial liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,601 6,902 –
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,432 69,573 73,968
NET ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,208,355 9,106,864 9,091,961
EQUITY
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836 293,294 293,294 293,294
Treasury shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(47,053) (45,714) (108,593)
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838(b) 8,962,114 8,859,284 8,907,260
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,208,355 9,106,864 9,091,961
APPENDIX I ACCOUNTANTS’ REPORT
– I-14 –


--- page 413 ---
II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE AND GROUP INFORMATION
The Company is a joint stock company with limited liability established in the People’s Republic of China
(hereinafter referred to as “PRC”). The registered office of the Company is located at No. 2508, Xinyang Road,
Haicang District, Xiamen. The Company’s A shares have been listed on the Shanghai Stock Exchange since 22
February 2017.
In the opinion of the directors, the controlling shareholder of the Company is Fujian Guoli Minsheng
Technology Development Co., Ltd. (ʮ̡).
During the Relevant Y ears, the Company and its subsidiaries (together as the “Group”) were mainly involved
in the food procession, production and wholesaling.
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 incorporation/
registration
and business
Nominal value of
issued ordinary/
registered share
capital
Percentage of equity
attributable to the Company
Principal
activitiesDirect Indirect
ʮ̡
(Wuxi Huashun Minsheng Foods
Co., Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
9 December 2005
RMB500,000,000 96.84% 3.16% Food
processing
and
production
ʮ̡
(Wuxi Anjoy Foods Marketing
Co., Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
5 November 2007
RMB312,000,000 100.00% – Food
wholesaling
and retailing
ʮ̡
(Taizhou Anjoy Foods
Co., Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
28 March 2011
RMB965,000,000 100.00% – Food
processing
and
production
ʮ̡
(Hong Kong Anjoy Foods
Limited) (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Hong Kong
24 February 2012
USD4,000,000 100.00% – Investment
ʮ̡
(Liaoning Anjoy Foods
Co., Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
23 July 2013
RMB635,000,000 100.00% – Food
processing
and
production
ʮ̡
(Sichuan Anjoy Foods
Co., Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
3 May 2016
RMB810,000,000 100.00% – Food
processing
and
production
ʮ̡
(Hubei Anjoy Foods
Co., Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
27 November 2017
RMB500,000,000 100.00% – Food
processing
and
production
ʮ̡
(Henan Anjoy Foods
Co., Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
18 October 2018
RMB930,000,000 100.00% – Food
processing
and
production
ʮ̡
(Guangdong Anjoy Foods
Co., Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
26 May 2020
RMB766,000,000 100.00% – Food
processing
and
production
ʮ̡
(Shandong Anjoy Foods
Co., Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
2 April 2021
RMB655,000,000 100.00% – Food
processing
and
production
APPENDIX I ACCOUNTANTS’ REPORT
– I-15 –


--- page 414 ---
Name*
Place and date
of incorporation/
registration
and business
Nominal value of
issued ordinary/
registered share
capital
Percentage of equity
attributable to the Company
Principal
activitiesDirect Indirect
ʮ̡
(Hubei Anrun Foods Co., Ltd.) (i) /H1118/H1118
PRC/Mainland China
13 April 2021
RMB20,000,000 100.00% – Food
processing
and
production
ʮ̡
(Xiamen Anjoy Mr. Frozen Supply
Chain Co., Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
18 November 2020
RMB50,000,000 100.00% – Food
wholesaling
and retailing
ʮ̡
(Honghu Xinhongye Food
Co., Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
25 October 2017
RMB80,000,000 90.00% – Food
processing
and
production
ʮ̡
(Honghu Xinhongye Aquatic Co.,
Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
4 December 2017
RMB2,000,000 – 90.00% Food
processing
and
production
ʮ̡
(Honghu Hongye Eco-agriculture
Co., Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
31 October 2017
RMB2,000,000 – 90.00% Food
processing
and
production
Oriental Food Express Limited (v) /H1118/H1118/H1118England
10 May 2011
GBP1,416 69.99% – Food
production
and retailing
Good News International Trading
Europe B.V (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Holland
4 January 2021
EUR1,000 – 69.99% Food
wholesaling
and retailing
Good News International Trading
Limited (v) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
England
1 February 2019
GBP100 – 69.99% Food
wholesaling
and retailing
ʮ̡
(Honghu Anjoy Foods Co., Ltd.)
(iii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
15 March 2022
RMB670,000,000 90.00% – Food
processing
and
production
ʮ̡
(Hubei New Liuwu Foodstuff Group
Co., Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
23 July 2019
RMB260,000,000 70.00% – Food
processing
and
production
ʮ̡
(Qianjiang New Liuwu Food
Technology Co., Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
15 December 2021
RMB80,000,000 – 70.00% Food
processing
and
production
ʮ̡
(Hubei Songlin Biological Feed
Co., Ltd.) (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
4 January 2022
RMB5,000,000 – 70.00% Food
processing
and
production
ʮ̡
(Jiangxi Liuwu Co., Ltd. (iv) /H1118/H1118/H1118/H1118
PRC/Mainland China
14 November 2023
RMB20,000,000 – 70.00% Food
processing
and
production
ʮ̡
(Xiamen Anjoy E-commerce
Co., Ltd.) (iv) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
11 January 2023
RMB10,000,000 100.00% – Food
wholesaling
and retailing
ʮ̡
(Xiamen Anjoy Food Industry
Co., Ltd.) (iv) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland China
1 February 2023
RMB610,000,000 100.00% – Food
processing
and
production
* 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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-16 –


--- page 415 ---
The above table lists the subsidiaries of the Company which, in the opinion of the directors, principally
affected the results during the Relevant Y ears or formed a substantial portion of the net assets of the Group.
Notes:
(i) The statutory financial statements of these companies for the years ended 31 December 2022, 2023 and
2024 prepared in accordance with the PRC Generally Accepted Accounting Principles (“PRC GAAP”)
were audited by BDO China SHU LUN PAN Certified Public Accountants LLP (ה(त
౷ஷΥྫ)).
(ii) The statutory financial statements of this company for the years ended 31 December 2022, 2023 and
2024 prepared in accordance with the Hong Kong Financial Reporting Standards issued by the Hong
Kong Institute of Certified Public Accountants (“HKICPA”) were audited by IP YING HO Certified
Public Accountants LLP (ה.)
iii) The statutory financial statements of this company for the years ended 31 December 2023 and 2024
prepared in accordance with the PRC GAAP were audited by BDO China SHU LUN PAN Certified
Public Accountants LLP (ה(౷ஷΥྫ)).
(iv) No audited statutory financial statements of these companies have been prepared for these companies
for the year ended 31 December 2023 as they were established in 2023. The statutory financial
statements of this company for the year ended 31 December 2024 prepared in accordance with the PRC
GAAP were audited by BDO China SHU LUN PAN Certified Public Accountants LLP (ԫ
ה(౷ஷΥྫ)).
(v) No audited statutory financial statements of these companies have been prepared for these companies
as there is no statutory requirement to issue statutory financial statements at its place of incorporation.
2. ACCOUNTING POLICIES
2.1 Basis of Preparation
The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards, which
comprise all accounting 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 2024, together
with the relevant transitional provisions, have been early adopted by the Group in the preparation of the Historical
Financial Information consistently throughout the Relevant Y ears covered by the 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 consolidated financial statements include the financial statements of the Company and its
subsidiaries for the years ended 31 December 2022, 2023 and 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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-17 –


--- page 416 ---
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 the related assets (including goodwill),
liabilities, any non-controlling interest and the exchange fluctuation reserve; and recognises the fair value of
any investment retained and any resulting surplus or deficit in profit or loss. The Group’s share of components
previously recognised in other comprehensive income is reclassified to profit or loss or retained profits, as
appropriate, on the same basis as would be required if the Group had directly disposed of the related assets
or liabilities.
2.2 Issued but not yet Effective IFRS Accounting Standards
The Group has not applied the following new and revised IFRS Accounting Standards, that have been issued
but are not yet effective, in these financial statements. The Group intends to apply these new and revised IFRS
Accounting 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/H1118Presentation and Disclosure in Financial Statements
3
IFRS 19 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability: Disclosures 3
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118Amendments to the Classification and Measurement of
Financial Instruments 2
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118Contracts Referencing Nature-dependent Electricity 2
Amendments to IFRS 10 and IAS 28 /H1118/H1118Sale or Contribution of Assets between an Investor and its
Associate or Joint V enture 4
Amendments to IAS 21 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Lack of Exchangeability 1
Annual Improvement to IFRS
Accounting Standards — V olume 11 /H1118
Amendments to IFRS 1, IFRS7, IFRS9, IFRS10 and IAS 7 2
1 Effective for annual periods beginning on or after 1 January 2025
2 Effective for annual periods beginning on or after 1 January 2026
3 Effective for annual/reporting periods beginning on or after 1 January 2027
4 No mandatory effective date yet determined but available for adoption
Further information about those IFRS Accounting Standards that are expected to be applicable to the Group
is described below.
IFRS 18 replaces IAS 1 Presentation of Financial Statements . While a number of sections have been brought
forward from IAS 1 with limited changes, IFRS 18 introduces new requirements for presentation within the statement
of profit or loss, including specified totals and subtotals. Entities are required to classify all income and expenses
within the statement of profit or loss into one of the five categories: operating, investing, financing, income taxes and
discontinued operations and to present two new defined subtotals. It also requires disclosures about management-
defined performance measures in a single note and introduces enhanced requirements on the grouping (aggregation
and disaggregation) and the location of information in both the primary financial statements and the notes. Some
requirements previously included in IAS 1 are moved to IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors , which is renamed as IAS 8 Basis of Preparation of Financial Statements . As a consequence of the
issuance of IFRS 18, limited, but widely applicable, amendments are made to IAS 7 Statement of Cash Flows , IAS
33 Earnings per Share and IAS 34 Interim Financial Reporting . In addition, there are minor consequential
amendments to other IFRS Accounting Standards. IFRS 18 and the consequential amendments to other IFRS
Accounting Standards are effective for annual periods beginning on or after 1 January 2027 with earlier application
permitted. Retrospective application is required. The Group is currently analysing the new requirements and
assessing the impact of IFRS 18. The new standard is not expected to have any impact on the Group’s results of
operations and financial position but has impact on the presentation and disclosure of the Group’s financial
statements.
APPENDIX I ACCOUNTANTS’ REPORT
– I-18 –


--- page 417 ---
IFRS 19 allows eligible entities to elect to apply reduced disclosure requirements while still applying the
recognition, measurement and presentation requirements in other IFRS Accounting Standards. To be eligible, at the
end of the reporting period, an entity must be a subsidiary as defined in IFRS 10 Consolidated Financial Statements ,
cannot have public accountability and must have a parent (ultimate or intermediate) that prepares consolidated
financial statements available for public use which comply with IFRS Accounting Standards. Earlier application is
permitted. As the Company is a listed company, it is not eligible to elect to apply IFRS 19. Some of the Company’s
subsidiaries are considering the application of IFRS 19 in their specified financial statements.
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial
Instruments clarify the date on which a financial asset or financial liability is derecognised and introduce an
accounting policy option to derecognise a financial liability that is settled through an electronic payment system
before the settlement date if specified criteria are met. The amendments clarify how to assess the contractual cash
flow characteristics of financial assets with environmental, social and governance and other similar contingent
features. Moreover, the amendments clarify the requirements for classifying financial assets with non-recourse
features and contractually linked instruments. The amendments also include additional disclosures for investments
in equity instruments designated at fair value through other comprehensive income and financial instruments with
contingent features. The amendments shall be applied retrospectively with an adjustment to opening retained profits
(or other component of equity) at the initial application date. Prior years are not required to be restated and can only
be restated without the use of hindsight. Earlier application of either all the amendments at the same time or only
the amendments related to the classification of financial assets is permitted. The amendments are not expected to have
any significant impact on the Group’s financial statements.
Amendments to IFRS 10 and IAS 28 address an inconsistency between the requirements in IFRS 10 and in
IAS 28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture.
The amendments require a full recognition of a gain or loss resulting from a downstream transaction when the
sale or contribution of assets constitutes a business. For a transaction involving assets that do not constitute a
business, a gain or loss resulting from the transaction is recognised in the investor’s profit or loss only to the extent
of the unrelated investor’s interest in that associate or joint venture. The amendments are to be applied prospectively.
The previous mandatory effective date of amendments to IFRS 10 and IAS 28 was removed by the IASB. However,
the amendments are available for adoption now.
Amendments to IAS 21 specify how an entity shall assess whether a currency is exchangeable into another
currency and how it shall estimate a spot exchange rate at a measurement date when exchangeability is lacking. The
amendments require disclosures of information that enable users of financial statements to understand the impact of
a currency not being exchangeable. Earlier application is permitted. When applying the amendments, an entity cannot
restate comparative information. Any cumulative effect of initially applying the amendments shall be recognised as
an adjustment to the opening balance of retained profits or to the cumulative amount of translation differences
accumulated in a separate component of equity, where appropriate, at the date of initial application. The amendments
are not expected to have any significant impact on the Group’s financial statements.
Annual Improvements to IFRS Accounting Standards — V olume 11 set out amendments to IFRS 1, IFRS 7 (and
the accompanying Guidance on implementing IFRS 7), IFRS 9, IFRS 10 and IAS 7. Details of the amendments that
are expected to be applicable to the Group are as follows:
IFRS 7 Financial Instruments: Disclosures : The amendments have updated certain wording in paragraph B38
of IFRS 7 and paragraphs IG1, IG14 and IG20B of the Guidance on implementing IFRS 7 for the purpose of
simplification or achieving consistency with other paragraphs in the standard and/or with the concepts and
terminology used in other standards. In addition, the amendments clarify that the Guidance on implementing IFRS
7 does not necessarily illustrate all the requirements in the referenced paragraphs of IFRS 7 nor does it create
additional requirements. Earlier application is permitted. The amendments are not expected to have any significant
impact on the Group’s financial statements.
IFRS 9 Financial Instruments : The amendments clarify that when a lessee has determined that a lease liability
has been extinguished in accordance with IFRS 9, the lessee is required to apply paragraph 3.3.3 of IFRS 9 and
recognise any resulting gain or loss in profit or loss. In addition, the amendments have updated certain wording in
paragraph 5.1.3 of IFRS 9 and Appendix A of IFRS 9 to remove potential confusion. Earlier application is permitted.
The amendments are not expected to have any significant impact on the Group’s financial statements.
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 418 ---
IFRS 10 Consolidated Financial Statements : The amendments clarify that the relationship described in
paragraph B74 of IFRS 10 is just one example of various relationships that might exist between the investor and other
parties acting as de facto agents of the investor, which removes the inconsistency with the requirement in paragraph
B73 of IFRS 10. Earlier application is permitted. The amendments are not expected to have any significant impact
on the Group’s financial statements.
IAS 7 Statement of Cash Flows : The amendments replace the term “cost method” with “at cost” in paragraph
37 of IAS 7 following the prior deletion of the definition of “cost method”. Earlier application is permitted. The
amendments are not expected to have any impact on the Group’s financial statements.
2.3 Material Accounting Policies
Investments in an associate
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 investment in an associate is 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.
Upon loss of significant influence over the associate, the Group measures and recognises any retained
investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon
loss of significant influence and the fair value of the retained investment and proceeds from disposal is
recognised in profit or loss.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The consideration transferred is
measured at the acquisition date fair value which is the sum of the acquisition date fair values of assets
transferred by the Group, liabilities assumed by the Group to the former owners of the acquiree and the equity
interests issued by the Group in exchange for control of the acquiree. For each business combination, the
Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the
proportionate share of the acquiree’s identifiable net assets. All other components of non-controlling interests
are measured at fair value. Acquisition-related costs are expensed as incurred.
The Group determines that it has acquired a business when the acquired set of activities and assets
includes an input and a substantive process that together significantly contribute to the ability to create outputs.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic circumstances
and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host
contracts of the acquiree.
If the business combination is achieved in stages, the previously held equity interest is remeasured at
its acquisition date fair value and any resulting gain or loss is recognised in profit or loss or other
comprehensive income, as appropriate.
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 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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-20 –


--- page 419 ---
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 and equity investments at fair value at the end of each
of the Relevant Y ears. 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.
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 of the Relevant Y ears.
APPENDIX I ACCOUNTANTS’ REPORT
– I-21 –


--- page 420 ---
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. In testing a
cash-generating unit for impairment, a portion of the carrying amount of a corporate asset (e.g., a headquarters
building) is allocated to an individual cash-generating unit if it can be allocated on a reasonable and consistent
basis or, otherwise, to the smallest group of cash-generating units.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable
amount. In assessing value in use, the estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. An impairment loss is charged to the statements of profit or loss in the period in which
it arises in those expense categories consistent with the function of the impaired asset.
An assessment is made at the end of each of the Relevant Y ears 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 the statements of 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;
(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or
fellow subsidiary of the other entity);
(iii) the entity and the Group are joint ventures of the same third party;
(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third
entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either the
Group or an entity related to the Group;
(vi) the entity is controlled or jointly controlled by a person identified in (a);
(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the
key management personnel of the entity (or of a parent of the entity); and
(viii) the entity, or any member of a group of which it is a part, provides key management
personnel services to the Group or to the parent of the Group.
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 421 ---
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 the statement of 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 rate
Buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.0%-9.5%
Machinery 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/H11189.0%-32.0%
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/H111818.0%-32.0%
Office 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/H111818.0%-32.0%
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.0%-19.2%
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/H111820.0%-33.3%
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 the statements of 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 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 and capitalised
borrowing costs on related borrowed funds during the period of construction. Construction in progress is
reclassified to the appropriate category of property, plant and equipment when completed and ready for use.
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 2 to 10 years based on the Group’s past experiences and different purposes on usages
of the software and the authorised period for such uses.
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 422 ---
Trademarks and patent rights
Trademarks and patent rights acquired in a business combination are recognised separately from
goodwill and are initially recognised at their fair value at the acquisition date (which is regarded as their cost).
Trademarks and patent rights with finite useful lives are stated at their cost less any impairment losses and are
amortised on a straight-line basis over their estimated useful lives of 10 years. The Group determines their
useful lives with reference to the estimated periods that the Group intends to derive future economic benefits
from the use of the assets.
Research and development costs
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
When no internally-generated intangible asset can be recognised, development expenditure is recognised in
profit or loss in the period in which it is incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time
in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term
leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and
right-of-use assets representing the right to use the underlying assets.
(a) Right-of-use assets
Right-of-use assets are recognised at the commencement date of the lease (that is the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less accumulated
depreciation and any impairment losses, and adjusted for any remeasurement of lease liabilities. The
cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs
incurred, and lease payments made at or before the commencement date less any lease incentives
received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease terms
and the estimated useful lives of the assets as follows:
Office premises and plant /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183-5 years
Leasehold land /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/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 years
Machine /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 years
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.
(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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 423 ---
(c) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of
warehouses and office premises (that is those leases that have a lease term of 12 months or less from
the commencement date and do not contain a purchase option). It also applies the recognition exemption
for leases of office equipment that are considered to be of low value.
Lease payments on short-term leases of warehouses as the cost of sales on a straight-line basis
over the lease term. Lease payments on short-term leases of office premises and leases of low-value
assets are mainly 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 other
comprehensive income are held within a business model with the objective of both holding to collect
contractual cash flows and selling. Financial assets which are not held within the aforementioned business
models are classified and measured at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within the period generally
established by regulation or convention in the marketplace are recognised on the trade date, that is, the date
that the Group commits to purchase or sell the asset.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest method
and are subject to impairment. Gains and losses are recognised in the statement of profit or loss when
the asset is derecognised, modified or impaired.
Financial assets at fair value through other comprehensive income (debt instruments)
For debt investments at fair value through other comprehensive income, interest income, foreign
exchange revaluation and impairment losses or reversals are recognised in the statement of profit or loss
and computed in the same manner as for financial assets measured at amortised cost. The remaining fair
value changes are recognised in other comprehensive income. Upon derecognition, the cumulative fair
value change recognised in other comprehensive income is recycled to the statement of profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 424 ---
Financial assets designated at fair value through other comprehensive income (equity investments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as
equity investments designated at fair value through other comprehensive income when they meet the
definition of equity under IAS 32 Financial Instruments: Presentation and are not held for trading. The
classification is determined on an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to the statement of profit or loss.
Dividends are recognised as other income in the statement of profit or loss when the right of payment
has been established, except when the Group benefits from such proceeds as a recovery of part of the
cost of the financial asset, in which case, such gains are recorded in other comprehensive income. Equity
investments designated at fair value through other comprehensive income are not subject to impairment
assessment.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the statement of financial
position at fair value with net changes in fair value recognised in the statement of profit or loss.
This category includes derivative instruments and equity investments which the Group had not
irrevocably elected to classify at fair value through other comprehensive income. Dividends on the
equity investments are also recognised as other income in the statement of profit or loss when the right
of payment has been established.
A derivative embedded in a hybrid contract, with a financial liability or non-financial host, is
separated from the host and accounted for as a separate derivative if the economic characteristics and
risks are not closely related to the host; a separate instrument with the same terms as the embedded
derivative would meet the definition of a derivative; and the hybrid contract is not measured at fair value
through profit or loss. Embedded derivatives are measured at fair value with changes in fair value
recognised in the statement of profit or loss. Reassessment occurs if there is a change in the terms of
the contract that significantly modifies the cash flows.
A derivative embedded within a hybrid contract containing a financial asset host is not accounted
for separately. The financial asset host together with the embedded derivative is required to be classified
in its entirety as a financial asset at fair value through 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
– I-26 –


--- page 425 ---
Impairment of financial assets
The Group recognises an allowance for expected credit losses (“ECLs”) for financial assets measured
at amortised cost (including cash and cash equivalents, restricted cash and time deposits, trade and bills
receivables and other receivables). ECLs are based on the difference between the contractual cash flows due
in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate. The expected cash flows will include cash flows from the
sale of collateral held or other credit enhancements that are integral to the contractual terms.
General approach
ECLs are recognised in two stages. For credit exposures for which there has not been 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 60 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
– I-27 –


--- page 426 ---
Trade and other payables
Trade and other payables are initially recognised at fair value. Subsequent to initial recognition, trade
and other payables are stated at amortised cost, using the effective interest rate method unless the effect of
discounting would be immaterial, in which case they are stated at invoice amounts.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are
subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the consolidated statements of profit or loss over the period of the
borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has the right to defer settlement of the
liability for at least 12 months after the end of the reporting period.
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 is determined on the weighted
average cost basis and, in the case of work in progress and finished goods, comprises direct materials, direct
labour and an appropriate proportion of overheads. Net realisable value is based on estimated selling prices
less any estimated costs to be incurred to completion and disposal.
Cash and cash equivalents
For the purpose of the consolidated statements of cash flows, cash and cash equivalents comprise cash
on hand and demand deposits, 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 statements of financial position, cash and cash equivalents comprise cash on hand
and at banks, including short-term bank deposits and 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 of the Relevant Y ears 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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 427 ---
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 OCI or directly in equity.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to
the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by
the end of each of the Relevant Y ears, taking into consideration interpretations and practices prevailing in the
countries in which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of each of
the Relevant Y ears between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes, except that deferred tax is not recognised for the Pillar Two income taxes.
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 an
associate, 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 carry forward 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 carry forward 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,
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.
The carrying amount of deferred tax assets is reviewed at the end of each of the reporting period and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all
or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of
each of the reporting period and are recognised to the extent that it has become probable that sufficient taxable
profit will be available to allow all or part of the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted
or substantively enacted at the end of each of the reporting period.
Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally
enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred
tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or
different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to
realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts
of deferred tax liabilities or assets are expected to be settled or recovered.
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 428 ---
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant
will be received and all attaching conditions will be complied with. When the grant relates to an expense item,
it is recognised as income on a systematic basis over the periods that the costs, for which it is intended to
compensate, are expensed.
Where the grant relates to an asset, the fair value is credited to a deferred income account and is released
to the statement of profit or loss over the expected useful life of the relevant asset by equal annual instalments
or deducted from the carrying amount of the asset and released to the statement of profit or loss by way of a
reduced depreciation charge.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of 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.
When the consideration in a contract includes a variable amount, the amount of consideration is
estimated to which the Group will be entitled in exchange for transferring the goods or services to the
customer. The variable consideration is estimated at contract inception and constrained until it is highly
probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur
when the associated uncertainty with the variable consideration is subsequently resolved.
Sale of quick frozen foods
Revenue from the sale of home meal and other food related products is recognised at the point
in time when control of the asset is transferred to the customer.
Some contracts for the sale of quick frozen foods provide customers with volume rebates, giving
rise to variable consideration.
V olume rebates
Retrospective volume rebates may be provided to certain customers once the quantity of products
purchased during the period exceeds a threshold specified in the contract. Rebates are offset against
amounts payable by the customer. To estimate the variable consideration for the expected future rebates,
the most likely amount method is used for contracts with a single-volume threshold and the expected
value method for contracts with more than one volume threshold. The selected method that best predicts
the amount of variable consideration is primarily driven by the number of volume thresholds contained
in the contract. The requirements on constraining estimates of variable consideration are applied and a
refund liability for the expected future rebates is recognised.
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 or a payment is due (whichever is earlier)
from a customer before the Group transfers the related goods or services. Contract liabilities are recognised
as revenue when the Group performs under the contract (i.e., transfers control of the related goods or services
to the customer).
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 429 ---
Share-based payments
The Company operates restricted A share incentive scheme and share option scheme 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 as consideration in exchange for equity instruments (“equity-
settled transactions”).
The cost of equity-settled transactions with employees is measured by reference to the fair value at the
date at which they are granted. The fair value of restricted A share is determined by an external valuer using
the closing price for employees and the Black-Scholes formula for executives respectively. The fair value of
share option for employees and executives is determined by an external valuer using the Black-Scholes
formula. Since there are no cash settlement alternatives, the Group accounts for the restricted A share incentive
scheme and share option scheme as an equity-settled share option scheme, further details of which are given
in note 37 to the Historical Financial Information.
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 the statement of 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.
For awards that do not ultimately vest because non-market performance and/or service conditions have
not been met, no expense is recognised. Where awards include a market or non-vesting condition, the
transactions are treated as vesting irrespective of whether the market or non-vesting condition is satisfied,
provided that all other performance and/or service conditions are satisfied.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of
earnings per share.
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. The contributions are charged to the
statements of profit or loss as they become payable in accordance with the rules of the central pension scheme.
Foreign currencies
These Historical Financial Information is presented in RMB, which is the Company’s functional
currency. Each entity in the Group determines its own functional currency and items included in the Historical
Financial Information of each entity are measured using that functional currency. Foreign currency transactions
recorded by the entities in the Group are initially recorded using their respective functional currency rates
prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies
are translated at the functional currency rates of exchange ruling at the end of the reporting period. Differences
arising on settlement or translation of monetary items are recognised in the statement of profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 430 ---
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated
using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in
a foreign currency are translated using the exchange rates at the date when the fair value was measured. The
gain or loss arising on translation of a non-monetary item measured at fair value is treated in line with the
recognition of the gain or loss on change in fair value of the item (i.e., translation difference on the item whose
fair value gain or loss is recognised in other comprehensive income or profit or loss is also recognised in other
comprehensive income or profit or loss, respectively).
The functional currencies of certain overseas subsidiaries are currencies other than the RMB. As at the
end of the reporting period, the assets and liabilities of these entities are translated into RMB at the exchange
rates prevailing at the end of the reporting period and their statements of profit or loss are translated into RMB
at the exchange rates that approximate to those prevailing at the dates of the transactions.
The resulting exchange differences are recognised in other comprehensive income and accumulated in
the exchange fluctuation reserve, except to the extent that the differences are attributable to non-controlling
interests.
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 unused tax losses to the extent that it is probable that taxable profit will
be available against which the losses can be utilised. Significant management judgement is required to determine the
amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable
profits, together with future tax planning strategies.
The Group has unrecognised deferred tax assets in respect of tax losses as at 31 December 2022, 2023 and 2024
amounting to Nil, RMB535,000 and RMB910,000, respectively. These losses related to subsidiaries that have a
history of losses, have not expired, and may not be used to offset taxable income elsewhere in the Group. The
subsidiaries have neither any taxable temporary difference nor any tax planning opportunities available that could
partly support the recognition of these losses as deferred tax assets. On this basis, the Group has determined that it
cannot recognise deferred tax assets on the tax losses carried forward. Further details on deferred taxes are disclosed
in note 22 to the financial statements.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each
of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year, are described below.
Impairment of goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation
of the value in use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires
the Group to make an estimate of the expected future cash flows from the cash-generating units and also to choose
a suitable discount rate in order to calculate the present value of those cash flows. The carrying amount of goodwill
were RMB806,500,000, RMB770,407,000, and RMB739,129,000 as at 31 December 2022, 2023 and 2024. Further
details are given in note 17 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 431 ---
Provision for expected credit losses on trade receivables
The Group uses a provision matrix to calculate ECLs for trade receivables. The provision matrix is initially
based on the Group’s historical observed default rates. The Group calibrated the matrix to adjust the historical credit
loss experience with forward-looking information. For instance, if forecast economic conditions (i.e., gross domestic
products, consumer price index, deposit reserve ratio, inflation rate and rate of unemployment) are expected to
deteriorate over the next year which can lead to an increased number of defaults in the retail sector, the historical
default rates are adjusted. At each reporting date, the historical observed default rates are updated and changes in the
forward-looking estimates are analysed.
The assessment of the correlation among historical observed default rates, forecast economic conditions and
ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and forecast economic
conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be
representative of a customer’s actual default in the future. The information about the ECLs on the Group’s trade
receivables is disclosed in note 24 to the Historical Financial Information.
Impairment of non-financial assets (other than goodwill)
The Group assesses whether there are any indicators of impairment for all non-financial assets (including the
right-of-use assets) at 31 December 2022, 2023 and 2024. Non-financial assets are tested for impairment when there
are indicators that the carrying amounts may not be recoverable. An impairment exists when the carrying value of
an asset or a cash-generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of
disposal and its value in use. The calculation of the fair value less costs of disposal is based on available data from
binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental
costs for disposing of the asset. When value in use calculations are undertaken, management must estimate the
expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate to calculate the
present value of those cash flows. The carrying amounts of property, plant and equipment, right-of-use assets, other
intangible assets, investments in an associate and other non-current assets are set out in notes 15, 16, 18, 19 and 20
to the Historical Financial Information.
4. OPERATING SEGMENT INFORMATION
The Group manages its businesses as a whole by the most senior executive management for the purposes of
resource allocation and performance assessment. The Group’s chief operating decision maker is the chief executive
officer of the Group who reviews the Group’s consolidated results of operations for the purpose of making decisions
about resource allocation and performance assessment. Accordingly, no reportable segment information is presented.
Geographical information
Since over 99% of the Group’s revenue and operating profits are derived from customers based in Mainland
China and over 99% of the Group’s identifiable assets and liabilities are in Mainland China, no further geographical
information in accordance with IFRS 8 Operating Segments is presented.
Information about major customers
No sales to a single customer accounted for 10% or more of the Group’s revenue during the year ended 31
December 2022, 2023 and 2024.
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 432 ---
5. REVENUE
An analysis of revenue is as follows:
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Revenue from contracts with customers
Sale of food products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,105,618 13,964,878 15,029,588
Timing of revenue recognition
Goods are satisfied 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/H111812,105,618 13,964,878 15,029,588
The following table shows the amounts of revenue recognised in each of the Relevant Y ears that were included
in the contract liabilities at the beginning of the Relevant Y ears:
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Revenue recognised that was included in contract
liabilities at the beginning of the year:
Sale and rebate allowance of food products /H1118/H1118/H1118/H1118504,909 683,328 869,151
Performance obligations
Information about the Group’s performance obligations is summarised below:
Sale of food products
The performance obligation is satisfied when control of the food products is transferred to the customers and
payment is generally due within 60 days from delivery, except for new customers, where payment in advance is
normally required. Some contracts provide customers with volume rebates which gives rise to variable consideration.
The Group has no revenue contract that has an original expected duration of more than one year. Thus,
management applied practical expedient under IFRS15 and did not disclose the aggregate amount of the transaction
price allocated to the performance obligation that are unsatisfied or partially satisfied as at the end of 31 December
2022 and 2023 and 2024.
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 433 ---
6. OTHER INCOME AND GAINS, NET
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Other income
Government grants related to
– income (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118115,573 125,278 57,040
– assets (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,700 15,711 17,756
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888,677 105,424 73,873
Income from sales of scrap, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,989 13,635 16,330
Total other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118229,939 260,048 164,999
Gains, net
Foreign exchange gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–2 5 –
Unrealised fair value gains on wealth
management products /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,500 9,162 16,676
Compensation from non-controlling shareholder
of subsidiary (iii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 47,115
Gain on 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/H11187,738 16,519 26,554
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,089 4,623 6,369
Total gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,327 30,329 96,714
Total other income and gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118243,266 290,377 261,713
(i) The government grants related to income have been received to reward for the Group’s contribution to
the local economic growth. These grants related to income are recognised in the consolidated statements
of profit or loss upon receipt of these rewards and the related conditions associated with the rewards,
if any, are met. There are no unfulfilled conditions or other contingencies attaching to these grants.
(ii) The Group has received certain government grants related to the investments in production plants and
related to income. The grants related to assets were net off the book value of related assets or recognised
in the consolidated statements of profit or loss over the useful lives of relevant assets. Details of these
grants related to assets are set out in note 34 to the Historical Financial Information.
(iii) This gain represents the compensation payable to the Company by non-controlling shareholders of
Hubei New Liuwu Foodstuff Group Co., Ltd due to its failure to meet the cumulative net profit
commitments for years 2022, 2023, and 2024 as stipulated in the share transfer agreement signed with
the Company in April 2022. Further details are disclosed in note 40 to the financial statements.
7. OTHER EXPENSES
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
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/H11181,309 485 267
Foreign exchange losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111885 – 481
Loss on disposal of items of property, plant and
equipment and right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,021 20,849 5,485
Bank charges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118797 788 642
Impairment loss of non-financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H11181,023 36,093 31,278
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/H1118112 750 1,533
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/H111811,347 58,965 39,686
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 434 ---
8. PROFIT BEFORE TAX
The Group’s profit before tax is arrived at after charging/(crediting):
Y ear ended 31 December
Notes 2022 2023 2024
RMB’000 RMB’000 RMB’000
Cost of goods sold /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,597,894 8,551,308 9,074,548
Depreciation of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 314,442 373,476 451,759
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H111816(a) 11,428 12,383 14,479
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816(c) 226 134 399
Lease payments not included in the
measurement of lease liabilities /H1118/H1118/H1118/H1118/H1118 12,584 14,892 15,387
Amortisation of other intangible assets* /H1118 18 28,363 40,008 40,064
Employee benefit expense (including
directors’, chief executive’s and
supervisors’ remuneration as set out in
note 10):
Wages and salaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,236,787 1,396,672 1,538,107
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H111837 33,460 19,208 100,808
Pension scheme contributions, social
welfare and other welfare** /H1118/H1118/H1118/H1118/H1118/H1118/H1118 165,898 191,659 226,040
Other employee benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111873,648 125,177 100,532
Research and development cost*** /H1118/H1118/H1118/H1118 93,328 94,471 97,214
Listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 271
Impairment losses/(reversal of
impairment losses) on financial
assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,457 (4,413) 7,326
Impairment of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 45,029 29,255 20,927
Impairment of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,023 – –
Impairment loss on goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 – 36,093 31,278
Auditor’s remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,050 2,050 2,050
Loss on disposal of items of property,
plant and equipment and right-of-use
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 8,021 20,849 5,485
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (128,273) (140,989) (74,796)
Foreign exchange differences, net /H1118/H1118/H1118/H1118/H11186/7 85 (25) 481
Bank interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 (88,677) (105,424) (73,873)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189 12,376 14,215 1,540
Compensation from non-controlling
shareholder of subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840 – – (47,115)
* The amortisation of other intangible assets is included in administrative expenses and selling and
distribution expenses in the consolidated statements of profit or loss.
** There are no forfeited contributions that may be used by the Group as the employer to reduce the
existing level of pension scheme contributions.
*** Research and development cost include expenses relating to depreciation of property, plant and
equipment, depreciation of right-of-use assets and staff costs, which are also included in the respective
total amounts disclosed separately above for each of these types of expenses.
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 435 ---
9. FINANCE COSTS
An analysis of finance costs is as follows:
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Interest on bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H111812,150 14,081 1,141
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118226 134 399
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/H111812,376 14,215 1,540
10. DIRECTORS’ AND CHIEF EXECUTIVE’S REMUNERATION
Details of the emoluments paid or payable to the directors and the chief executive of the Company for their
services provided to the Group during the year ended 31 December 2022, 2023 and 2024 are as follows:
Y ear ended 31 December 2022
Notes Fees Salaries
Performance-
related
bonuses
Pension
scheme
contributions
Equity-settled
share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Chief executive,
executive Directors
and non-executive
directors:
Chief executive:
Mr. Mingming Liu /H1118/H1118/H1118i – 1,700 660 19 – 2,379
Executive Directors and
non-executive
directors:
Mr. Qingmiao Zhang /H1118/H1118i – 1,664 660 19 549 2,892
Mr. Y ongzhuang Bian /H1118 iv – –––– –
Mr. Gaolu Zhang /H1118/H1118/H1118/H1118ii – 785 650 19 – 1,454
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,149 1,970 57 549 6,725
Independent non-
executive directors:
Mr. Y oumei Chen /H1118/H1118/H1118/H1118v 8 0 –––– 8 0
Mr. Junyi Weng /H1118/H1118/H1118/H1118/H1118iii 8 0 –––– 8 0
Ms. Dongyun Lin /H1118/H1118/H1118/H1118iii 8 0 –––– 8 0
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 4 0 –––– 2 4 0
Supervisor:
Ms. Zhihua Gu /H1118/H1118/H1118/H1118/H1118ii – 368 144 19 – 531
Mr. Yi Lin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118ii – 119 16 9 – 144
Ms. Y anping Cui /H1118/H1118/H1118/H1118iv – 3 0 5––– 3 0 5
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 792 160 28 – 980
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118240 4,941 2,130 85 549 7,945
APPENDIX I ACCOUNTANTS’ REPORT
– I-37 –


--- page 436 ---
Y ear ended 31 December 2023
Notes Fees Salaries
Performance-
related
bonuses
Pension
scheme
contributions
Equity-settled
share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Chief executive,
executive Directors
and non-executive
directors:
Chief executive:
Mr. Mingming Liu /H1118/H1118/H1118i – 2,700 960 – – 3,660
Executive Directors and
non-executive
directors:
Mr. Qingmiao Zhang /H1118/H1118i – 2,700 960 20 9 3,689
Mr. Y ongzhuang Bian /H1118 iv – –––– –
Mr. Gaolu Zhang /H1118/H1118/H1118/H1118ii – 1,780 660 20 – 2,460
Mr. Fan Dai /H1118/H1118/H1118/H1118/H1118/H1118/H1118vi – 5 9 0––– 5 9 0
Mr. Y anan Zheng /H1118/H1118/H1118/H1118vi – – – – 133 133
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,770 2,580 40 142 10,532
Independent non-
executive directors:
Mr. Y oumei Chen /H1118/H1118/H1118/H1118v 4 0 –––– 4 0
Mr. Junyi Weng /H1118/H1118/H1118/H1118/H1118iii 4 0 –––– 4 0
Ms. Dongyun Lin /H1118/H1118/H1118/H1118iii 4 0 –––– 4 0
Ms. Mei Zhang /H1118/H1118/H1118/H1118/H1118vi 4 8 –––– 4 8
Ms. Bei Zhao /H1118/H1118/H1118/H1118/H1118/H1118vi 4 8 –––– 4 8
Mr. Y ueping Zhang /H1118/H1118/H1118vi 4 8 –––– 4 8
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 6 4 –––– 2 6 4
Supervisor:
Ms. Zhihua Gu /H1118/H1118/H1118/H1118/H1118ii – 184 144 8 – 336
Mr. Yi Lin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118ii – 6 5 1 74– 8 6
Ms. Y anping Cui /H1118/H1118/H1118/H1118iv – 1 5 3––– 1 5 3
Ms. Runan Zheng /H1118/H1118/H1118/H1118vi – 1 0 1–3– 1 0 4
Mr. Guangxi Zhang /H1118/H1118/H1118vi – 6 3 2––– 6 3 2
Mr. Wei Zhang /H1118/H1118/H1118/H1118/H1118vi – 115 25 7 – 147
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,250 186 22 – 1,458
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118264 9,020 2,766 62 142 12,254
APPENDIX I ACCOUNTANTS’ REPORT
– I-38 –


--- page 437 ---
Y ear ended 31 December 2024
Notes Fees Salaries
Performance-
related
bonuses
Pension
scheme
contributions
Equity-settled
share-based
payment
expenses Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Chief executive,
executive Directors
and non-executive
directors:
Chief executive:
Mr. Mingming Liu /H1118/H1118/H1118i – 1,509 2,220 – – 3,729
Executive Directors and
non-executive
directors:
Mr. Qingmiao Zhang /H1118/H1118i – 1,517 2,220 20 – 3,757
Mr. Gaolu Zhang /H1118/H1118/H1118/H1118ii – 1,006 1,480 20 – 2,506
Mr. Fan Dai /H1118/H1118/H1118/H1118/H1118/H1118/H1118vi – 332 420 – – 752
Mr. Y anan Zheng /H1118/H1118/H1118/H1118vi – – – – 729 729
Mr. Jianlian Huang /H1118/H1118/H1118viii – 1,378 960 18 729 3,085
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,742 7,300 58 1,458 14,558
Independent non-
executive directors: /H1118/H1118
Ms. Mei Zhang /H1118/H1118/H1118/H1118/H1118vi 1 0 0 –––– 1 0 0
Ms. Bei Zhao /H1118/H1118/H1118/H1118/H1118/H1118vi 1 0 0 –––– 1 0 0
Mr. Y ueping Zhang /H1118/H1118/H1118vi 1 0 0 –––– 1 0 0
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 0 0 –––– 3 0 0
Supervisor: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Ms. Runan Zheng /H1118/H1118/H1118/H1118vi – 7 0 1 83– 9 1
Mr. Guangxi Zhang /H1118/H1118/H1118vi – 432 420 – – 852
Mr. Wei Zhang /H1118/H1118/H1118/H1118/H1118vi – 237 25 12 – 274
Ms. Xiaojiao Wang /H1118/H1118/H1118vii – 5 1 1 24– 6 7
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 790 475 19 – 1,284
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118300 6,532 7,775 77 1,458 16,142
Notes:
(i) Mr. Mingming Liu and Mr. Qingmiao Zhang were appointed in February 2011.
(ii) Mr. Gaolu Zhang, Ms. Zhihua Gu, Mr. Yi Lin were appointed in April 2017. Ms. Zhihua Gu, Mr. Yi Lin retired
in May 2023.
(iii) Mr. Junyi Weng, and Ms. Dongyun Lin were appointed in May 2017 and retired in May 2023.
(iv) Mr. Y ongzhuang Bian and Ms. Y anping Cui were appointed in September 2017. Ms. Y anping Cui retired in
May 2023. Mr. Y ongzhuang Bian resigned in September 2024.
(v) Mr. Y oumei Chen was appointed in December 2017 and retired in May 2023.
(vi) Ms. Mei Zhang, Ms. Bei Zhao, Mr. Y ueping Zhang, Mr. Y anan Zheng, Mr. Fan Dai, Ms. Runan Zheng, Mr.
Guangxi Zhang and Mr. Wei Zhang were appointed in May 2023. Ms. Runan Zheng resigned in May 2024.
(vii) Ms. Xiaojiao Wang was appointed in May 2024.
(viii) Mr. Jianlian Huang was appointed in September 2024.
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 438 ---
There was no arrangement under which a director, a supervisor or the chief executive waived or agreed to
waive any remuneration during the reporting periods.
The fair value of the restricted A shares incentive scheme and share option scheme, which has been recognised
in the consolidated statements of profit or loss over the vesting period, was determined as at the date of grant and
the amount included in the consolidated statements of profit or loss for each of the Relevant Y ears are included in
the above directors’ and chief executive’s remuneration disclosures.
11. FIVE HIGHEST PAID EMPLOYEES
The five individuals with the highest emoluments in the Group for the years ended 31 December 2022, 2023
and 2024 include two, two and three directors and a chief executive, respectively, details of whose remuneration are
set out in note 10 above. Details of the remuneration for the years ended 31 December 2022, 2023 and 2024 of the
remaining two, two and one highest paid employees who are neither a director nor chief executive of the Company
are as follows:
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Salaries, allowances and benefits in kind /H1118/H1118/H1118/H1118/H1118/H11182,120 3,219 1,334
Performance-related bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118840 1,320 960
Equity-settled share option expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 266 729
Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837 38 21
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/H11182,997 4,843 3,044
The number of non-director and non-chief executive highest paid employees whose remuneration fell within
the following bands is as follows:
Number of employees
Y ear ended 31 December
2022 2023 2024
HK$500,001 to HK$1,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
HK$1,000,001 to HK$1,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
HK$1,500,001 to HK$2,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182––
HK$2,000,001 to HK$2,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–2–
HK$2,500,001 to HK$3,000,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
HK$3,000,001 to HK$3,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––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/H1118221
12. INCOME TAX
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Current – PRC
Charge for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118308,154 409,069 470,246
Under/(over) provision in prior years /H1118/H1118/H1118/H1118/H1118/H1118/H1118111 (254) 460
Deferred income tax (note 22) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,042 26,234 3,951
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/H1118309,307 435,049 474,657
The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions
in which members of the Group are domiciled and operate.
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 439 ---
PRC corporate 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.
Pursuant to an announcement [2021] No. 8 “The Announcement on the Implementation and Supporting of
Preferential Income Tax Policies for Small-scaled minimal profit enterprise and Individual Industrial and Commercial
Households Development” issued by MOF and National Tax Bureau on 7 April 2021, for Small-scaled minimal profit
enterprise with an annual taxable income below RMB1,000,000 (RMB1,000,000 included), the taxable income is
reduced by 12.5%, and the enterprise income tax is paid at the tax rate of 20%, the Small-scaled minimal profit
enterprise with an annual taxable income between RMB1,000,000 and RMB3,000,000 (RMB3,000,000 included) is
entitled to a preferential tax treatment with only 50% income taxable at the preferential EIT rate of 20%. Pursuant
to an announcement [2023] No. 12 “The Announcement on the Implementation of Preferential Income Tax Policies
for Small-scaled minimal profit enterprise and Individual Industrial and Commercial Households” issued by MOF
and National Tax Bureau on 2 August 2023, for Small-scaled minimal profit enterprise, the tax relief policy extended
to 12 December 2027. That is, for Small-scaled minimal profit enterprise whose annual taxable income does not
exceed RMB1,000,000, the taxable income is reduced by 12.5%, and the enterprise income tax is paid at the tax rate
of 20%, from 1 January 2022 to 31 December 2024. Certain subsidiaries which meet the criteria of “Small-scaled
minimal profit enterprise” are eligible for preferential tax rate of 20%.
Pursuant to an announcement [2020] 560 issued by Sichuan Economic and Information Technology Industry
Development and Regulation Bureau, the main business of the Company’s subsidiary, Sichuan Anjoy Foods Co., Ltd.
is in line with the encouraged industries in the “Guiding Catalogue for Industrial Structure Adjustment (2019
Edition)”, allowing it to enjoy a reduced enterprise income tax rate of 15%.
Pursuant to the Regulations for the Implementation of the Enterprise Income Tax Law of the People’s Republic
of China, the income from the agricultural products processing projects of the Company’s subsidiaries Hubei Anrun
Foods Co., Ltd., Honghu Xinhongye Food Co., Ltd., Hubei New Liuwu Foodstuff Group Co., Ltd., and the subsidiary
companies Honghu Hongye Eco-agriculture Co., Ltd., Qianjiang New Liuwu Food Technology Co., Ltd., and Hubei
Songlin Biological Feed Co., Ltd. are exempted from enterprise income tax.
HK profit tax
No Hong Kong profit tax has been provided for the subsidiary incorporated in Hong Kong as no assessable
profits have been generated in Hong Kong during each of the Relevant Y ears.
UK corporation tax
Before 1 April 2023, Oriental Food Express Limited, the UK corporation tax has been provided at the rate of
19% on the estimated assessable profits arising in UK. From 1 April 2023, the corporation tax main rate for non-ring
fence profits increased to 25% for profits above GBP250,000. A small profits rate of 19% was also applicable to the
companies with profits of GBP50,000 or less. Companies with profits between GBP50,000 and GBP250,000 will pay
tax at the main rate, reduced by a marginal relief. Certain subsidiaries of the Group are the qualifying entities under
the UK corporation tax rates regime.
The Group is within the scope of the Pillar Two model rules published by the Organization for Economic
Co-operation and Development. While Hong Kong is in the process of seeking consultation on the implementation
of the global minimum tax and domestic minimum top-up tax, it is expected that the new regime will come into effect
for the Group’s financial year beginning on January 1, 2025. Of the jurisdictions in which Oriental Food Express
Limited operates, UK enacted Pillar Two legislation which is effective and is applicable to the Group for the year
beginning on January 1, 2024, The Group has undertaken a preliminary assessment of the Pillar Two tax implications
for the jurisdictions in which the Group operates and have enacted Pillar Two legislation. Based on the preliminary
assessment and current financials, the Group does not expect to have any material Pillar Two exposure (including
current tax) arising in these jurisdictions during the year ended 31 December 2024. The Group has also applied the
Amendments to IAS 12, “International Tax Reform — Pillar Two Model Rules”, temporary mandatory exception to
recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 440 ---
A reconciliation of the tax expense applicable to profit before tax at the statutory rates for the jurisdictions in
which the Company and the majority of its subsidiaries are domiciled and/or operate to the tax expense at the
effective tax rates is as follows:
Y ear ended 31 December
2022 2023 2024
RMB’000 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/H11181,426,811 1,936,209 1,988,275
Tax at the PRC EIT rate of 25% /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118356,703 484,052 497,069
Effect of different tax rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,315) (13,434) (14,769)
Adjustments in respect of current tax of previous
years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111 (254) 460
Expenses not deductible for tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,310 15,710 35,894
Research and development super deduction and
disabled individuals super deduction /H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,983) (13,280) (14,676)
Income not subject to tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(30,519) (38,280) (29,697)
Tax losses not recognised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 535 376
Tax charge at the Group’s
effective rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118309,307 435,049 474,657
13. DIVIDENDS
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Interim – (2023: RMB0.755
2024: RMB1.380)
per ordinary share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 221,437 403,144
Interim – (2024: RMB0.950)
per ordinary share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 277,527
Proposed final – (2022: RMB1.127
2023: RMB1.775)
per ordinary share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118330,543 518,647 –
The proposed final dividend for the period is subject to the approval of the Company’s shareholders at the
annual general meeting.
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 441 ---
14. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
The calculation of the basic earnings per share amount is based on the profit for the year attributable to owners
of the parent, adjusted to reflect the cash dividends distributed to the restricted A shares scheme and the weighted
average number of ordinary shares of 282,987,000, 293,118,000, and 292,260,000 outstanding during the years ended
31 December 2022, 2023 and 2024, respectively.
(a) Basic
Y ear ended 31 December
2022 2023 2024
Profit attributable to owners of the parent
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,101,030 1,478,067 1,484,831
Less: Cash dividends distributed to the restricted
A shares scheme (RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,313) – –
Adjusted profit attributable to ordinary equity
owners of the parent, used in the basic
earnings per share calculation (RMB’000) /H1118/H1118/H1118/H11181,099,717 1,478,067 1,484,831
Weighted average number of ordinary shares
used in the basic earnings per share calculation
(’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/H1118282,987 293,118 292,260
Basic earnings per share
(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/H11183.89 5.04 5.08
(b) Diluted
The calculation of the diluted earnings per share amount is based on the profit for the year attributable to
ordinary equity holders of the parent. The weighted average number of ordinary shares used in the calculation is the
number of ordinary shares outstanding during the year, as used in the basic earnings per share calculation, and the
weighted average number of restricted ordinary shares with a contingent non-market performance condition assumed
to have been released upon vesting of all dilutive potential ordinary shares. The Group has excluded the share option
scheme from the diluted earnings per share calculation for the years ended 31 December 2023 and 2024 as it has an
anti-dilutive effect on the basic earnings per share amounts presented.
Y ear ended 31 December
2022 2023 2024
Profit attributable to owners of the parent
(RMB’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,101,030 1,478,067 1,484,831
Weighted average number of ordinary shares
used in the basic earnings per share calculation
(’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/H1118282,987 293,118 292,260
Adjustment for the restricted A shares (’000) /H1118/H1118/H1118 1,519 157 –
Weighted average number of ordinary shares
used in the diluted earnings per share
calculation (’000)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118284,506 293,275 292,260
Diluted earnings per share
(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/H11183.87 5.04 5.08
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 442 ---
15. PROPERTY, PLANT AND EQUIPMENT
Group Buildings
Machinery
equipment
Motor
vehicles
Office
equipment
Other
equipment
Construction
in progress
Leasehold
improvements Total
RMB’000 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/H11181,880,615 1,762,487 35,650 60,414 72,692 315,613 46,802 4,174,273
Accumulated
depreciation and
impairment /H1118/H1118/H1118(328,732) (492,915) (20,664) (36,706) (33,752) – (25,933) (938,702)
Net carrying
amount /H1118/H1118/H1118/H1118/H11181,551,883 1,269,572 14,986 23,708 38,940 315,613 20,869 3,235,571
At 1 January 2022,
net of accumulated
depreciation and
impairment /H1118/H1118/H1118/H11181,551,883 1,269,572 14,986 23,708 38,940 315,613 20,869 3,235,571
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 182,304 3,908 14,388 7,246 654,952 24,483 887,281
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118147,306 83,565 – – 1,579 (232,450) – –
Acquisition of
subsidiaries
(note 40) /H1118/H1118/H1118/H1118/H1118/H1118179,305 136,901 3,985 2,615 683 22,972 – 346,461
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118(810) (40,533) (1,117) (2,043) (1,608) – (11,637) (57,748)
Depreciation
provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118(94,170) (181,020) (6,154) (11,995) (10,518) – (10,585) (314,442)
Disposals of
depreciation /H1118/H1118/H1118/H1118259 26,491 860 1,919 1,471 – 11,637 42,637
Impairment provided
during the year /H1118/H1118 – (997) – (1) (25) – – (1,023)
Disposals of
impairment /H1118/H1118/H1118/H1118– 312 – 1 25 – – 338
At 31 December
2022, net of
accumulated
depreciation and
impairment /H1118/H1118/H1118/H11181,783,773 1,476,595 16,468 28,592 37,793 761,087 34,767 4,139,075
At 31 December
2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,206,416 2,124,724 42,426 75,374 80,592 761,087 59,648 5,350,267
Accumulated
depreciation and
impairment /H1118/H1118/H1118(422,643) (648,129) (25,958) (46,782) (42,799) – (24,881) (1,211,192)
Net carrying
amount /H1118/H1118/H1118/H1118/H11181,783,773 1,476,595 16,468 28,592 37,793 761,087 34,767 4,139,075
As at 31 December 2022, certain of the Group’s buildings with an aggregate net carrying amount of
approximately RMB78,502,000 were pledged to secure other borrowings granted to the Group (note 28).
As at 31 December 2022, the Group has obtained the property ownership certificates for all buildings except
for the buildings with a carrying amount of RMB243,149,000 in which the Group is in the process of obtaining the
certificates.
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 443 ---
Group Buildings
Machinery
equipment
Motor
vehicles
Office
equipment
Other
equipment
Construction
in progress
Leasehold
improvements Total
RMB’000 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/H11182,206,416 2,124,724 42,426 75,374 80,592 761,087 59,648 5,350,267
Accumulated
depreciation and
impairment /H1118/H1118/H1118(422,643) (648,129) (25,958) (46,782) (42,799) – (24,881) (1,211,192)
Net carrying
amount /H1118/H1118/H1118/H1118/H11181,783,773 1,476,595 16,468 28,592 37,793 761,087 34,767 4,139,075
At 1 January 2023,
net of accumulated
depreciation and
impairment /H1118/H1118/H1118/H11181,783,773 1,476,595 16,468 28,592 37,793 761,087 34,767 4,139,075
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H111872 300,965 8,014 19,779 8,039 1,070,258 20,305 1,427,432
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118602,536 161,524 – 2,853 892 (767,805) – –
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,110) (63,477) (2,270) (1,769) (335) – (12,742) (82,703)
Depreciation
provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118(116,604) (215,267) (6,598) (14,201) (9,096) – (11,710) (373,476)
Disposals of
depreciation /H1118/H1118/H1118/H1118506 38,531 1,999 1,592 259 – 12,742 55,629
Disposals of
impairment /H1118/H1118/H1118/H1118– 5 6 8––– – – 5 6 8
At 31 December
2023, net of
accumulated
depreciation and
impairment /H1118/H1118/H1118/H11182,268,173 1,699,439 17,613 36,846 37,552 1,063,540 43,362 5,166,525
At 31 December
2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,806,914 2,523,736 48,170 96,237 89,188 1,063,540 67,211 6,694,996
Accumulated
depreciation and
impairment /H1118/H1118/H1118(538,741) (824,297) (30,557) (59,391) (51,636) – (23,849) (1,528,471)
Net carrying
amount /H1118/H1118/H1118/H1118/H11182,268,173 1,699,439 17,613 36,846 37,552 1,063,540 43,362 5,166,525
As at 31 December 2023, certain of the Group’s buildings with an aggregate net carrying amount of
approximately RMB126,918,000 were pledged to secure other borrowings granted to the Group (note 28).
As at 31 December 2023, the Group has obtained the property ownership certificates for all buildings except
for the buildings with a carrying amount of RMB166,772,000 in which the Group is in the process of obtaining the
certificates.
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 444 ---
Group Buildings
Machinery
equipment
Motor
vehicles
Office
equipment
Other
equipment
Construction
in progress
Leasehold
improvements Total
RMB’000 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/H11182,806,914 2,523,736 48,170 96,237 89,188 1,063,540 67,211 6,694,996
Accumulated
depreciation and
impairment /H1118/H1118/H1118(538,741) (824,297) (30,557) (59,391) (51,636) – (23,849) (1,528,471)
Net carrying
amount /H1118/H1118/H1118/H1118/H11182,268,173 1,699,439 17,613 36,846 37,552 1,063,540 43,362 5,166,525
At 1 January 2024,
net of accumulated
depreciation and
impairment /H1118/H1118/H1118/H11182,268,173 1,699,439 17,613 36,846 37,552 1,063,540 43,362 5,166,525
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 413,912 5,230 20,368 6,524 202,575 17,385 665,994
Transfers /H1118/H1118/H1118/H1118/H1118/H1118945,093 119,726 – 2,757 85 (1,067,661) – –
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (33,009) (1,576) (2,034) (672) – (8,299) (45,590)
Depreciation
provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118(154,497) (249,540) (7,073) (18,049) (9,561) – (13,039) (451,759)
Disposals of
depreciation /H1118/H1118/H1118/H1118– 16,714 1,446 1,768 600 – 8,213 28,741
At 31 December
2024, net of
accumulated
depreciation and
impairment /H1118/H1118/H1118/H11183,058,769 1,967,242 15,640 41,656 34,528 198,454 47,622 5,363,911
At 31 December
2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,752,007 3,024,365 51,824 117,327 95,124 198,454 76,296 7,315,397
Accumulated
depreciation and
impairment /H1118/H1118/H1118(693,238) (1,057,123) (36,184) (75,671) (60,596) – (28,674) (1,951,486)
Net carrying
amount /H1118/H1118/H1118/H1118/H11183,058,769 1,967,242 15,640 41,656 34,528 198,454 47,622 5,363,911
As at 31 December 2024, certain of the Group’s buildings and motor vehicles with aggregate net carrying
amount of approximately RMB125,068,000 were pledged to secure bank and other borrowings granted to the Group,
respectively (note 28).
As at 31 December 2024, the Group has obtained the property ownership certificates for all buildings except
for the buildings with a carrying amount of RMB401,123,000 in which the Group is in the process of obtaining the
certificates.
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 445 ---
Company Buildings
Machinery
equipment
Motor
vehicles
Office
equipment
Other
equipment
Construction
in progress
Leasehold
improvements Total
RMB’000 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/H1118190,049 254,388 9,260 12,881 10,245 3,935 317 481,075
Accumulated
depreciation and
impairment /H1118/H1118/H1118(79,196) (130,876) (6,686) (9,188) (7,650) – (9) (233,605)
Net carrying
amount /H1118/H1118/H1118/H1118/H1118110,853 123,512 2,574 3,693 2,595 3,935 308 247,470
At 1 January 2022,
net of accumulated
depreciation and
impairment /H1118/H1118/H1118/H1118110,853 123,512 2,574 3,693 2,595 3,935 308 247,470
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 11,987 382 7,135 1,767 197 5,401 26,869
Depreciation
provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118(8,195) (21,660) (738) (2,148) (653) – (636) (34,030)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (12,881) (212) (4,880) (499) – – (18,472)
Disposals of
depreciation /H1118/H1118/H1118/H1118– 10,112 167 1,410 474 – – 12,163
At 31 December
2022, net of
accumulated
depreciation and
impairment /H1118/H1118/H1118/H1118102,658 111,070 2,173 5,210 3,684 4,132 5,073 234,000
At 31 December
2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,049 253,494 9,430 15,136 11,513 4,132 5,718 489,472
Accumulated
depreciation and
impairment /H1118/H1118/H1118(87,391) (142,424) (7,257) (9,926) (7,829) – (645) (255,472)
Net carrying
amount /H1118/H1118/H1118/H1118/H1118102,658 111,070 2,173 5,210 3,684 4,132 5,073 234,000
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 446 ---
Company Buildings
Machinery
equipment
Motor
vehicles
Office
equipment
Other
equipment
Construction
in progress
Leasehold
improvements Total
RMB’000 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/H1118190,049 253,494 9,430 15,136 11,513 4,132 5,718 489,472
Accumulated
depreciation and
impairment /H1118/H1118/H1118(87,391) (142,424) (7,257) (9,926) (7,829) – (645) (255,472)
Net carrying
amount /H1118/H1118/H1118/H1118/H1118102,658 111,070 2,173 5,210 3,684 4,132 5,073 234,000
At 1 January 2023,
net of accumulated
depreciation and
impairment /H1118/H1118/H1118/H1118102,658 111,070 2,173 5,210 3,684 4,132 5,073 234,000
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 9,788 1,801 3,958 3,616 3,180 – 22,343
Depreciation
provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118(8,194) (20,277) (741) (2,190) (849) – (1,127) (33,378)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (12,160) (932) (2,474) (370) – – (15,936)
Disposals of
depreciation /H1118/H1118/H1118/H1118– 6,963 850 335 347 – – 8,495
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,459 – – 99 (5,558) – –
At 31 December
2023, net of
accumulated
depreciation and
impairment /H1118/H1118/H1118/H111894,464 100,843 3,151 4,839 6,527 1,754 3,946 215,524
At 31 December
2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,049 256,581 10,299 16,620 14,858 1,754 5,718 495,879
Accumulated
depreciation and
impairment /H1118/H1118/H1118(95,585) (155,738) (7,148) (11,781) (8,331) – (1,772) (280,355)
Net carrying
amount /H1118/H1118/H1118/H1118/H111894,464 100,843 3,151 4,839 6,527 1,754 3,946 215,524
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 447 ---
Company Buildings
Machinery
equipment
Motor
vehicles
Office
equipment
Other
equipment
Construction
in progress
Leasehold
improvements Total
RMB’000 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/H1118190,049 256,581 10,299 16,620 14,858 1,754 5,718 495,879
Accumulated
depreciation and
impairment /H1118/H1118/H1118(95,585) (155,738) (7,148) (11,781) (8,331) – (1,772) (280,355)
Net carrying
amount /H1118/H1118/H1118/H1118/H111894,464 100,843 3,151 4,839 6,527 1,754 3,946 215,524
At 1 January 2024,
net of accumulated
depreciation and
impairment /H1118/H1118/H1118/H111894,464 100,843 3,151 4,839 6,527 1,754 3,946 215,524
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H11181,389 13,955 107 4,641 1,766 1,947 370 24,175
Depreciation
provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118(9,223) (16,842) (950) (2,551) (1,670) – (1,212) (32,448)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118– (9,505) – (3,048) (201) – – (12,754)
Disposals of
depreciation /H1118/H1118/H1118/H1118– 5,828 – 467 178 – – 6,473
At 31 December
2024, net of
accumulated
depreciation and
impairment /H1118/H1118/H1118/H111886,630 94,279 2,308 4,348 6,600 3,701 3,104 200,970
At 31 December
2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118191,439 261,032 10,406 18,212 16,423 3,701 6,089 507,302
Accumulated
depreciation and
impairment /H1118/H1118/H1118(104,809) (166,753) (8,098) (13,864) (9,823) – (2,985) (306,332)
Net carrying
amount /H1118/H1118/H1118/H1118/H111886,630 94,279 2,308 4,348 6,600 3,701 3,104 200,970
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 448 ---
16. LEASES
The Group as a lessee
The Group has lease contracts for items of office premises and plant and machine used in its operations. Lump
sum payments were made upfront to acquire the leased land from the owners with lease periods of 50 years, and no
ongoing payments will be made under the terms of these land leases. Leases of office premises and plant and machine
generally have lease terms between 3 and 5 years.
(a) Right-of-use assets
The carrying amounts of right-of-use assets and the movements during the years of 2022, 2023 and 2024
are as follows:
Group Leasehold land
Office premises
and plant Machine Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118309,544 9,623 – 319,167
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,140 – – 28,140
Acquisition of a subsidiary
(note 40) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,746 – – 32,746
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,360) (4,068) – (11,428)
As at 31 December 2022 and
1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118363,070 5,555 – 368,625
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,096 3,224 – 26,320
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,487) (3,896) – (12,383)
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118377,679 4,883 – 382,562
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111852,657 40,177 2,473 95,307
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,079) (3,823) (577) (14,479)
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (922) – (922)
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118420,257 40,315 1,896 462,468
As at 31 December 2022, 2023 and 2024, the Group has respectively obtained the land use right
certificates for all leasehold lands except for the leasehold land with a carrying amount of RMB3,724,500,
RMB3,648,000 and RMB3,685,000 in which the Group is in the process of obtaining the certificates.
As at 31 December 2022, 2023 and 2024, certain of the Group’s leasehold land with an aggregate net
carrying amount of approximately RMB45,714,000, RMB44,631,000 and RMB43,547,000 were pledged to
secure bank borrowings granted to the Group (note 28).
Company Leasehold land
Office premises
and plant Total
RMB’000 RMB’000 RMB’000
As at 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,636 2,878 19,514
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(500) (1,300) (1,800)
As at 31 December 2022 and 1 January 2023 /H1118 16,136 1,578 17,714
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,208 1,208
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(500) (1,252) (1,752)
As at 31 December 2023 and 1 January 2024 /H1118 15,636 1,534 17,170
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,448 – 2,448
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,948) (720) (3,668)
As at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,136 814 15,950
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 449 ---
(b) Lease liabilities
The carrying amount of lease liabilities and the movements during the the years of 2022, 2023 and 2024
are as follows:
Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,192 5,004 3,738
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,805 42,993
Accretion of interest recognised during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118226 134 399
COVID-19-related rent concessions from
lessors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(92) – –
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,322) (4,205) (3,536)
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (922)
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,004 3,738 42,672
Analysed into:
Within one year or on demand /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,584 1,563 6,477
In the second year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118710 1,197 4,809
In the third to fifth years, inclusive /H1118/H1118/H1118/H1118/H1118710 978 5,553
Beyond five years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 25,833
5,004 3,738 42,672
Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,916 1,628 1,556
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,207 –
Accretion of interest recognised during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879 39 31
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,367) (1,318) (758)
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,628 1,556 829
Analysed into:
Within one year or on demand /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,205 727 313
In the second year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118423 313 516
In the third to fifth years, inclusive /H1118/H1118/H1118/H1118/H1118 – 516 –
1,628 1,556 829
The maturity analysis of lease liabilities is disclosed in note 48 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-51 –


--- page 450 ---
(c) The amounts recognised in profit or loss in relation to leases are as follows:
Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118226 134 399
Depreciation charge of right-of-use assets /H1118 11,428 12,383 14,479
Expense relating to short-term leases /H1118/H1118/H1118/H111812,534 14,843 15,387
Expense relating to leases of low-value
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850 49 –
COVID-19-related rent concessions from
lessors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(92) – –
Total amount recognised in profit or loss /H1118/H1118 24,146 27,409 30,265
(d) The total cash outflows for leases are disclosed in note 41(c) to the Historical Financial Information.
17. GOODWILL
RMB’000
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/H1118462,368
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/H1118462,368
Cost at 1 January 2022, net of accumulated impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118462,368
Acquisition of a subsidiary (note 40) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118344,132
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/H1118806,500
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/H1118806,500
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/H1118806,500
Cost at 1 January 2023, net of accumulated impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118806,500
Impairment 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118(36,093)
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118770,407
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/H1118806,500
Accumulated 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/H1118/H1118/H1118/H1118(36,093)
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/H1118770,407
Cost at 1 January 2024, net of accumulated impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118770,407
Impairment 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118(31,278)
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118739,129
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/H1118770,407
Accumulated 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/H1118/H1118/H1118/H1118(31,278)
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/H1118739,129
APPENDIX I ACCOUNTANTS’ REPORT
– I-52 –


--- page 451 ---
Impairment testing of goodwill
Goodwill acquired through business combinations is allocated to the following cash-generating unit (“CGU”)
of for impairment testing.
 Wuxi Anjoy Foods Marketing Co., Ltd cash-generating unit;
 Honghu Xinhongye and subsidiaries cash-generating unit (note (i));
 Oriental Food and subsidiaries cash-generating unit (note (ii)) and
 Hubei New Liuwu and subsidiaries cash-generating unit (note (iii)).
Notes:
(i) Honghu Xinhongye Food Co., Ltd., Honghu Xinhongye Aquatic Company Co., Ltd. and Honghu
Hongye Eco-agriculture Company Co., Ltd. have been identified as Honghu Xinhongye and subsidiaries
cash-generating unit. Honghu Xinhongye and subsidiaries cash-generating unit were acquired by Group
in August 2021 and became a subsidiary of the Group since then.
(ii) Oriental Food Express Limited, Good News International Trading Europe B.V , Good News International
Trading Limited have been identified as Oriental Food and subsidiaries cash-generating unit. Oriental
Food and subsidiaries cash-generating unit were acquired by Group in September 2021 and became a
subsidiary of the Group since then.
(iii) Hubei New Liuwu Foodstuff Group Co., Ltd., Qianjiang New Liuwu Food Technology Co., Ltd., Hubei
Songlin Biological Feed Co., Ltd., and Jiangxi Liuwu Co., Ltd. have been identified as Hubei New
Liuwu and subsidiaries cash-generating unit. Hubei New Liuwu and subsidiaries cash-generating unit
were acquired by Group in August 2022 and became a subsidiary of the Group since then.
Honghu Xinhongye and subsidiaries cash-generating unit
The recoverable amount of Honghu Xinhongye and subsidiaries cash-generating unit has been determined
based on a value in use calculation using cash flow projections based on financial budgets covering a five-year period
approved by senior management. The discount rate applied to the cash flow projections are 10.20%, 10.00% and
9.20% as at 31 December 2022, 2023 and 2024. The growth rate used to extrapolate the cash flows of the foods
production and processing unit beyond the five-year period are 0%, 0% and 0% as at 31 December 2022, 2023 and
2024, which is also an estimate of the long-term rate of inflation.
Oriental Food and subsidiaries cash-generating unit
The recoverable amount of Oriental Food and subsidiaries cash-generating unit has been determined based on
a value in use calculation using cash flow projections based on financial budgets covering a five-year period approved
by senior management. The discount rate applied to the cash flow projections are 14.00%, 13.90% and 14.00% as at
31 December 2022, 2023 and 2024. The growth rate used to extrapolate the cash flows of the foods production and
processing unit beyond the five-year period are 0%, 0% and 0% as at 31 December 2022, 2023 and 2024. which is
also an estimate of the long-term rate of inflation.
Hubei New Liuwu and subsidiaries cash-generating unit
The recoverable amount of Hubei New Liuwu and subsidiaries cash-generating unit has been determined based
on a value in use calculation using cash flow projections based on financial budgets covering a five-year period
approved by senior management. The discount rate applied to the cash flow projections are 10.00%, 9.70% and 9.20%
as at 31 December 2022, 2023 and 2024. The growth rate used to extrapolate the cash flows of the foods products
production and processing unit beyond the five-year period are 0%, 0% and 0% as at 31 December 2022, 2023 and
2024. which is also an estimate of the long-term rate of inflation.
The management made the impairment test of CGUs with the assistance of external valuers.
APPENDIX I ACCOUNTANTS’ REPORT
– I-53 –


--- page 452 ---
The carrying amount of goodwill allocated to each of the cash-generating units is as follows:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Wuxi Anjoy Foods Marketing Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H11181,059 1,059 1,059
Honghu Xinhongye and subsidiaries cash-
generating unit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118441,352 441,352 421,096
Oriental Food and subsidiaries cash-generating
unit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,957 19,957 19,957
Hubei New Liuwu and subsidiaries cash-
generating unit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118344,132 308,039 297,017
The carrying amount of Hubei New Liuwu and subsidiaries cash-generating unit was impaired by
RMB36,093,000 and RMB11,022,000 during the years ended 31 December 2023 and 2024. Consequently, the
carrying amount of goodwill was written down by RMB36,093,000 and RMB11,022,000. The impairment loss
recognised was included in “Other expenses” in the consolidated statement of profit or loss. The recoverable amount
of the cash-generating unit was RMB308,039,000 and RMB297,017,000 as at 31 December 2023 and 2024. The
impairment was attributable to the overall decline in the crayfish industry which led to a decrease in demand and
selling prices.
The carrying amount of Honghu Xinhongye and subsidiaries cash-generating unit was impaired by
RMB20,256,000 during the year ended 31 December 2024. Consequently, the carrying amount of goodwill was
written down by RMB20,256,000. The impairment loss recognised was included in “Other expenses” in the
consolidated statement of profit or loss. The recoverable amount of the cash-generating unit was RMB421,096,000
as at 31 December 2024. The impairment was attributable to the overall decline in the crayfish industry which led
to a decrease in demand and selling prices.
The Group performs its annual impairment test of goodwill as at 31 December. Assumptions were used in the
value in use calculation of CGU as at the end of 31 December 2022, 2023 and 2024. The following describes each
key assumption on which management has based its cash flow projections to undertake impairment testing of
goodwill of CGU:
Budgeted gross margins — The basis used to determine the value assigned to the budgeted gross margins is
the average gross margins achieved in the year immediately before the budget year, increased for expected efficiency
improvements, and expected market development.
Discount rates — The discount rates used are before tax and reflect specific risks relating to the CGU.
Long-term growth rates — The basis used to determine the value assigned to the long-term growth rates are
the forecast price indices during the budget year from where the main business are located.
The values assigned to the key assumptions on market development of the CGU and discount rates are
consistent with external information sources.
Sensitivity Analysis of Goodwill
In the opinion of the directors of the Company, for Honghu Xinhongye and subsidiaries cash-generating unit,
a reasonably possible change in the key assumptions of the cash flow projections would cause its carrying amount
exceed its recoverable amount as at 31 December 2022 and 2023, respectively. The headroom was RMB443,000,000
as at 31 December 2022. If the budgeted gross profit margin decreased from 11.3% to 9.1%, or the pre-tax discount
rate increased from 10.2% to 13.1%, or the average sales growth rate decreased from 4.7% to a negative decreasing
trend of 2.9%, an impairment on goodwill would be recognised during the year ended 31 December 2022. The
headroom was RMB287,000,000 as at 31 December 2023. If the budgeted gross profit margin decreased from 11.0%
to 9.4%, or the pre-tax discount rate increased from 10.0% to 11.9%, or the average sales growth rate decreased from
4.0% to a negative decreasing trend of 1.3%, a further impairment on goodwill would be recognised during the year
ended 31 December 2023.
APPENDIX I ACCOUNTANTS’ REPORT
– I-54 –


--- page 453 ---
For Oriental Food and subsidiaries cash-generating unit, a reasonably possible change in the key assumptions
of the cash flow projections would cause its carrying amount exceed its recoverable amount as at 31 December 2022,
2023 and 2024. The headroom was RMB23,880,000 as at 31 December 2022. If the budgeted gross profit margin
decreased from 21.7% to 20.0%, an impairment on goodwill would be recognised during the year ended 31 December
2022. The headroom was RMB10,940,000 as at 31 December 2023. If the budgeted gross profit margin decreased
from 19.4% to 18.5%, a further impairment on goodwill would be recognised during the year ended 31 December
2023. The headroom was RMB13,172,000 as at 31 December 2024. If the budgeted gross profit margin decreased
from 22.1% to 21.9%, or the pre-tax discount rate increased from 14.0% to 14.5%, a further impairment on goodwill
would be recognised during the year ended 31 December 2024.
For Hubei New Liuwu and subsidiaries cash-generating unit, a reasonably possible change in the key
assumptions of the cash flow projections would cause its carrying amount exceed its recoverable amount. The
headroom was RMB10,730,000 as at 31 December 2022. If the budgeted gross profit margin decreased from 11.5%
to 11.4%, or the pre-tax discount rate increased from 10.0% to 10.1%, or the average sales growth rate decreased from
9.3% to 9.1%, an impairment on goodwill would be recognised during the year ended 31 December 2022.
18. OTHER INTANGIBLE ASSETS
Group
Software Trademarks Patent rights Total
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,870 190,901 3,211 212,982
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,407) (8,745) (315) (22,467)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,463 182,156 2,896 190,515
Cost at 1 January 2022, net of
accumulated amortization /H1118/H1118/H1118/H1118/H1118/H11185,463 182,156 2,896 190,515
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,010 – – 5,010
Acquisition of subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118711 167,000 5,000 172,711
Amortisation provided during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,308) (24,582) (473) (28,363)
At 31 December 2022, net of
accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H11187,876 324,574 7,423 339,873
At 31 December 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,591 357,901 8,211 390,703
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(16,715) (33,327) (788) (50,830)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,876 324,574 7,423 339,873
APPENDIX I ACCOUNTANTS’ REPORT
– I-55 –


--- page 454 ---
Software Trademarks Patent rights Total
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
Cost at 1 January 2023, net of
accumulated amortization /H1118/H1118/H1118/H1118/H1118/H11187,876 324,574 7,423 339,873
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,182 – – 5,182
Amortisation provided during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,490) (35,716) (802) (40,008)
At 31 December 2023, net of
accumulated amortization /H1118/H1118/H1118/H1118/H1118/H11189,568 288,858 6,621 305,047
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,602 357,901 8,211 388,714
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,034) (69,043) (1,590) (83,667)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,568 288,858 6,621 305,047
31 December 2024
Cost at 1 January 2024, net of
accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H11189,568 288,858 6,621 305,047
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,016 – – 4,016
Amortisation provided during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,547) (35,715) (802) (40,064)
At 31 December 2024, net of
accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H111810,037 253,143 5,819 268,999
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,618 357,901 8,211 392,730
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(16,581) (104,758) (2,392) (123,731)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,037 253,143 5,819 268,999
Company
Software Trademarks Patent rights Total
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,864 745 192 17,801
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,055) (745) (188) (12,988)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,809 – 4 4,813
Cost at 1 January 2022, net of
accumulated amortization /H1118/H1118/H1118/H1118/H1118/H11184,809 – 4 4,813
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,869 – – 4,869
Amortisation provided during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,788) – (4) (2,792)
At 31 December 2022, net of
accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H11186,890 – – 6,890
At 31 December 2022:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,733 745 192 22,670
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,843) (745) (192) (15,780)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,890 – – 6,890
APPENDIX I ACCOUNTANTS’ REPORT
– I-56 –


--- page 455 ---
Software Trademarks Patent rights Total
RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
Cost at 1 January 2023, net of
accumulated amortization /H1118/H1118/H1118/H1118/H1118/H11186,890 – – 6,890
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,931 – – 4,931
Amortisation provided during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,094) – – (3,094)
At 31 December 2023, net of
accumulated amortization /H1118/H1118/H1118/H1118/H1118/H11188,727 – – 8,727
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,173 745 192 21,110
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,446) (745) (192) (12,383)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,727 – – 8,727
31 December 2024
Cost at 1 January 2024, net of
accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H11188,727 – – 8,727
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,002 – – 4,002
Amortisation provided during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,144) – – (3,144)
At 31 December 2024, net of
accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H11189,585 – – 9,585
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,175 745 192 25,112
Accumulated amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,590) (745) (192) (15,527)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,585 – – 9,585
19. INVESTMENT IN AN ASSOCIATE
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Beihai Heyuan Foods Co., Ltd /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,496 15,096 13,764
In November 2022, the Group the acquired 19% equity interest in Beihai Heyuan Foods Co., Ltd (“Beihai
Heyuan”), a domestic company with principal activity of food production and selling, at a cash consideration of
RMB9,500,000. As the voting power of Beihai Heyuan is determined by subscribed capital contribution under its
articles of association, the Group has the power to participate in the financial and operating policy decisions and
therefore can exercise significant influence over Beihai Heyuan.
APPENDIX I ACCOUNTANTS’ REPORT
– I-57 –


--- page 456 ---
The following table illustrates the aggregate financial information of the Group’s associate that is not
individually material:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Share of the associate’s (loss)/profit for the year /H1118 (4) 5,600 3,710
Share of the associate’s total comprehensive
(loss)/income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4) 5,600 3,710
Distribution from the associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (5,042)
Aggregate carrying amount of the Group’s
investments in an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,496 15,096 13,764
The Group’s trade receivable balances due from the associate are disclosed in note 24 to the financial
statements.
20. OTHER NON-CURRENT ASSETS
Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Prepayment for property, plant and equipment /H1118/H1118 39,832 79,113 18,501
Prepayment for other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H11182,844 – –
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/H1118953 952 725
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/H111843,629 80,065 19,226
Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Prepayment for property, plant and equipment /H1118/H1118 669 1,967 702
Prepayment for other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H11182,844 – –
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/H1118569 823 524
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/H11184,082 2,790 1,226
21. INVESTMENTS IN SUBSIDIARIES
Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Investments, at cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,144,429 6,447,429 8,861,935
The directors assessed the subsidiaries’ forecast and were of the opinion that no impairment was needed for
the investments in subsidiaries as at 31 December 2022, 2023 and 2024.
APPENDIX I ACCOUNTANTS’ REPORT
– I-58 –


--- page 457 ---
22. DEFERRED TAX
Group
The movements in deferred tax assets during the years ended 31 December 2022, 2023 and 2024 are as follows:
Losses
available for
offsetting
against
future
taxable
profits
Restricted
stock
Lease
liability
Impairment
of financial
assets
Deferred
income
Unrealised
profits
Accrued
expenses Sales rebates Other Total
RMB’000 RMB’000 RMB’000 RMB’000 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/H11182,202 59,009 1,946 8,908 23,649 27,256 10,387 39,735 2,885 175,977
Deferred tax credited/(charged) to
the consolidated statements of
profit or loss during the year /H1118/H1118/H11189,102 (29,686) (869) 199 5,153 18,430 (2,814) 10,447 840 10,802
Deferred tax credited to Capital
reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,01 4––––––– 3,014
Acquisition of a subsidiary
(note 40) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 – – 1,015 2,680 36 – – 1,675 5,424
Gross deferred tax assets at
31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,322 32,337 1,077 10,122 31,482 45,722 7,573 50,182 5,400 195,217
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,322 32,337 1,077 10,122 31,482 45,722 7,573 50,182 5,400 195,217
Deferred tax (charged)/credited to
the consolidated statements of
profit or loss during the year /H1118/H1118/H1118(3,449) (32,196) (595) 109 (2,363) 10,564 (80) 2,844 168 (24,998)
Deferred tax charged to Capital
reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (141) ––––––– (141)
Gross deferred tax assets at
31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,873 – 482 10,231 29,119 56,286 7,493 53,026 5,568 170,078
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,873 – 482 10,231 29,119 56,286 7,493 53,026 5,568 170,078
Deferred tax (charged)/credited to
the consolidated statements of
profit or loss during the year /H1118/H1118/H1118(1,859) – 7,587 (154) 7,113 (473) (4,075) 6,962 (2,893) 12,208
Gross deferred tax assets at
31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,014 – 8,069 10,077 36,232 55,813 3,418 59,988 2,675 182,286
APPENDIX I ACCOUNTANTS’ REPORT
– I-59 –


--- page 458 ---
As at 31 December 2022, 2023 and 2024, deferred tax assets have not been recognised in respect of tax losses
of Nil, RMB10,692,000, RMB18,208,000 arising in Mainland China, respectively, which will expire in one to five
years for offsetting against future taxable profits.
Deferred tax assets have not been recognised in respect of the tax losses as they have arisen in subsidiaries
that have been loss-making for some time and it is not considered probable that taxable profits will be available
against which the tax losses can be utilised. Deferred tax assets have not been recognised in respect of the following
items:
31 December 2022 31 December 2023 31 December 2024
RMB’000 RMB’000 RMB’000
Tax losses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 10,692 18,208
– 10,692 18,208
The movements in deferred tax liabilities during the years ended 31 December 2022, 2023 and 2024 are as
follows:
Accelerated
tax
depreciation
Unrealised
gains from
financial
assets at fair
value through
profit or loss
Capitalization
of interest on
convertible
corporate
bonds
Fair value
gain arising
from
acquisition of
subsidiaries
Right of use
assets Other Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118122,175 28,056 5,145 49,451 1,847 527 207,201
Deferred tax charged/(credited)
to the consolidated
statements of profit or loss
during the year /H1118/H1118/H1118/H1118/H1118/H1118/H111814,839 550 (279) (6,739) (859) 4,332 11,844
Acquisition of a subsidiary
(note 40) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 44,297 – – 44,297
Gross deferred tax liabilities
at 31 December 2022 /H1118/H1118/H1118/H1118137,014 28,606 4,866 87,009 988 4,859 263,342
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118137,014 28,606 4,866 87,009 988 4,859 263,342
Deferred tax charged/(credited)
to the consolidated
statements of profit or loss
during the year /H1118/H1118/H1118/H1118/H1118/H1118/H111812,400 1,479 (279) (9,540) (310) (2,514) 1,236
Gross deferred tax liabilities
at 31 December 2023 /H1118/H1118/H1118/H1118149,414 30,085 4,587 77,469 678 2,345 264,578
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118149,414 30,085 4,587 77,469 678 2,345 264,578
Deferred tax charged/(credited)
to the consolidated
statements of profit or loss
during the year /H1118/H1118/H1118/H1118/H1118/H1118/H11185,152 13,435 (279) (9,524) 7,327 48 16,159
Gross deferred tax liabilities
at 31 December 2024 /H1118/H1118/H1118 154,566 43,520 4,308 67,945 8,005 2,393 280,737
APPENDIX I ACCOUNTANTS’ REPORT
– I-60 –


--- page 459 ---
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:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Net deferred tax assets recognised in the
consolidated statements of financial position /H1118/H1118 143,357 154,381 157,030
Net deferred tax liabilities recognised in the
consolidated statements of financial position /H1118/H1118 211,482 248,881 255,481
Company
The movements in deferred tax assets during the years ended 31 December 2022, 2023 and 2024 are as follows:
Losses
available for
offsetting
against future
taxable
profits
Restricted
stock
Lease
liabilities
Impairment
of financial
assets
Deferred
income Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118– 41,638 720 57 6,323 317 49,055
Deferred tax credited/(charged)
to the statements of profit or
loss during the year /H1118/H1118/H1118/H1118/H11188,932 (21,904) (326) (11) 683 18 (12,608)
Deferred tax credited to
Capital reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,01 4–––– 3 , 0 1 4
Gross deferred tax assets at
31 December 2022 /H1118/H1118/H1118/H1118/H11188,932 22,748 394 46 7,006 335 39,461
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H11188,932 22,748 394 46 7,006 335 39,461
Deferred tax (charged)/credited
to the statements of profit or
loss during the year /H1118/H1118/H1118/H1118/H1118(8,932) (22,607) (5) (35) (1,772) 6 (33,345)
Deferred tax charged to Capital
reserve /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (141) –––– ( 1 4 1 )
Gross deferred tax assets at
31 December 2023 /H1118/H1118/H1118/H1118/H1118 – – 389 11 5,234 341 5,975
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118– – 389 11 5,234 341 5,975
Deferred tax (charged)/credited
to the statements of profit or
loss during the year /H1118/H1118/H1118/H1118/H1118 – – (182) – (844) (30) (1,056)
Gross deferred tax assets at
31 December 2024 /H1118/H1118/H1118/H1118/H1118 – – 207 11 4,390 311 4,919
APPENDIX I ACCOUNTANTS’ REPORT
– I-61 –


--- page 460 ---
The movements in deferred tax liabilities during the years ended 31 December 2022, 2023 and 2024 are as
follows:
Accelerated tax
depreciation
Unrealised
gains from
financial assets
at fair value
through profit
or loss
Right-of-use
assets Others Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,216 28,056 710 – 40,982
Deferred tax charged/(credited)
to the statements of profit or
loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H11183,442 (4) (328) 1,753 4,863
Gross deferred tax liabilities at
31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,658 28,052 382 1,753 45,845
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,658 28,052 382 1,753 45,845
Deferred tax charged to the
statements of profit or loss
during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118298 372 1 366 1,037
Gross deferred tax liabilities at
31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,956 28,424 383 2,119 46,882
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,956 28,424 383 2,119 46,882
Deferred tax charged/(credited)
to the statements of profit or
loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H11181,276 12,737 (180) 99 13,932
Gross deferred tax liabilities at
31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H111817,232 41,161 203 2,218 60,814
For presentation purposes, certain deferred tax assets and liabilities have been offset in the statement of
financial position. The following is an analysis of the deferred tax balances of the Company for financial reporting
purposes:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Net deferred tax liabilities recognised in the
statements of financial position /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,384 40,907 55,895
APPENDIX I ACCOUNTANTS’ REPORT
– I-62 –


--- page 461 ---
23. INVENTORIES
Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,007,407 936,086 1,060,604
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,167 3,531 4,480
Semi-finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118243,939 292,385 254,668
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,133,514 1,449,414 1,116,365
Goods in transit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118789,559 920,699 869,742
Provision for impairment of inventories /H1118/H1118/H1118/H1118/H1118/H1118(44,750) (35,410) (21,221)
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/H11183,136,836 3,566,705 3,284,638
For the years ended 31 December 2022, 2023 and 2024, the impairment of inventories recognised in cost of
sales amounted to RMB45,029,000, RMB29,255,000 and RMB20,927,000, respectively.
Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118164,392 88,180 100,527
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118575 497 568
Semi-finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,809 39,985 52,708
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837 378 851
Goods in transit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827,055 49,780 35,607
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/H1118232,868 178,820 190,261
24. TRADE AND BILLS RECEIV ABLES
Group
As at 31 December
2022 2023 2024
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/H1118784,461 615,493 671,913
Bills receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118239 2,723 –
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(47,703) (46,132) (45,786)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118736,997 572,084 626,127
The Group’s trading terms with its customers are mainly on credit, except for new customers, where payment
in advance is normally required. The credit period is generally one month. Each customer has a maximum credit limit.
The Group seeks to maintain strict control over its outstanding receivables and has a credit control department to
minimise credit risk. Overdue balances are reviewed regularly by senior management. In view of the aforementioned
and the fact that the Group’s trade receivables relate to a large number of 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. Trade receivables are non-interest-bearing.
APPENDIX I ACCOUNTANTS’ REPORT
– I-63 –


--- page 462 ---
An ageing analysis of the trade and bills receivables as at 31 December 2022, 2023 and 2024, based on the
invoice date and net of loss allowance, is as follows:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118736,823 568,908 616,633
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118174 3,176 9,183
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– 3 1 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/H1118736,997 572,084 626,127
The movements in the loss allowance for impairment of trade receivables are as follows:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,267 47,703 46,132
Impairment loss, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,951 (1,008) 6,634
Amount written off as uncollectible /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(515) (563) (6,980)
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,703 46,132 45,786
As at 31 December 2022
Carrying amount Impairment losses
RMB’000 Rate % RMB’000 Rate %
Provision on a separate basis /H1118/H1118/H1118/H1118/H11186,353 0.81 6,353 100.00
Provision according to credit risk
characteristics /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118778,108 99.19 41,350 5.31
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118784,461 100.00 47,703 6.08
As at 31 December 2023
Carrying amount Impairment losses
RMB’000 Rate % RMB’000 Rate %
Provision on a separate basis /H1118/H1118/H1118/H1118/H111816,099 2.62 13,797 85.70
Provision according to credit risk
characteristics /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118599,394 97.38 32,335 5.39
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118615,493 100.00 46,132 7.50
As at 31 December 2024
Carrying amount Impairment losses
RMB’000 Rate % RMB’000 Rate %
Provision on a separate basis /H1118/H1118/H1118/H1118/H11189,698 1.44 9,698 100.00
Provision according to credit risk
characteristics /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118662,215 98.56 36,088 5.45
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118671,913 100.00 45,786 6.81
APPENDIX I ACCOUNTANTS’ REPORT
– I-64 –


--- page 463 ---
An impairment analysis is performed at each reporting date. The Group identifies the receivables that are
credit-impaired (but that are not purchased or originated credit-impaired) among the receivables, considering the
observable information, such as the debtors being in major financial difficulties, in breach of the contract stipulations
or in bankruptcy. The ECL allowance is measured by estimating the cash shortfalls, which are based on the expected
payments to the Group. For the years ended 31 December 2022, 2023 and 2024, the Group has recorded ECLs of
RMB6,353,000, RMB13,797,000 and RMB9,698,000 for credit impaired trade receivables with a gross carrying
amount of RMB6,353,000, RMB16,099,000 and RMB9,698,000, respectively.
The Group applies the simplified approach to providing 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 considers the overall
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 for whom
there was no recent history of default.
The ECLs below incorporate forward-looking information, as there was no material change in the types or
credit profiles of the customers and overall risk in the food production and wholesale industry, the expected credit
loss rate remained stable during the Track Record Period. Information about the credit risk exposure on the Group’s
trade receivables that are not credit impaired using a provision matrix as at 31 December 2022, 2023 and 2024 is as
follows:
Past due
Current
Within
9 months 9 to 21 months Over 21 months Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2022
Expected credit loss rate /H1118/H1118 5.00% 10.00% 50.00% 100.00% 5.31%
Gross carrying amount /H1118/H1118/H1118753,225 23,357 345 1,181 778,108
Expected credit losses /H1118/H1118/H111837,661 2,336 172 1,181 41,350
At 31 December 2023
Expected credit loss rate /H1118/H1118 5.00% 10.00% 50.00% 100.00% 5.39%
Gross carrying amount /H1118/H1118/H1118583,816 13,630 334 1,614 599,394
Expected credit losses /H1118/H1118/H111829,191 1,363 167 1,614 32,335
At 31 December 2024
Expected credit loss rate /H1118/H1118 5.00% 10.00% 50.00% 100.00% 5.45%
Gross carrying amount /H1118/H1118/H1118636,719 22,674 1,675 1,147 662,215
Expected credit losses /H1118/H1118/H111831,837 2,267 837 1,147 36,088
Company
As at 31 December
2022 2023 2024
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/H11182 223
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(1) – –
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 123
An ageing analysis of the trade receivables as at 31 December 2022, 2023 and 2024, based on the invoice date
and net of loss allowance, is as follows:
As at 31 December
2022 2023 2024
RMB’000 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/H11182 123
APPENDIX I ACCOUNTANTS’ REPORT
– I-65 –


--- page 464 ---
The movements in the loss allowance for impairment of trade receivables are as follows:
As at 31 December
2022
As at 31 December
2023
As at 31 December
2024
RMB’000 RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 7 71–
Impairment loss, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(176) (1) –
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181––
The impairment as at 31 December 2022, 2023 and 2024 is determined as follows:
Past due
Current
Within
9 months 9 to 21 months Over 21 months Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
At 31 December 2022
Expected credit loss rate /H1118/H1118 4.55% – – – 4.55%
Gross carrying amount /H1118/H1118/H1118 2 2––– 2 2
Expected credit losses /H1118/H1118/H1118 1–––1
At 31 December 2023
Expected credit loss rate /H1118/H1118 –––––
Gross carrying amount /H1118/H1118/H1118 2–––2
Expected credit losses /H1118/H1118/H1118 –––––
At 31 December 2024
Expected credit loss rate /H1118/H1118 –––––
Gross carrying amount /H1118/H1118/H1118 3–––3
Expected credit losses /H1118/H1118/H1118 –––––
25. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,276 70,625 64,891
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,163 13,052 8,878
Dividend receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
Corporate income tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,152 11,850 3,893
V alue added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133,499 175,798 248,421
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/H111818,194 10,370 16,869
248,284 281,695 342,952
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(6,297) (2,843) (3,525)
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/H1118241,987 278,852 339,427
The Group has applied the general approach to providing impairment for ECLs prescribed by IFRS 9, which
permits either 12-month expected credit losses or lifetime expected credit losses, depending on whether there has
been a significant increase in credit risk since initial recognition.
APPENDIX I ACCOUNTANTS’ REPORT
– I-66 –


--- page 465 ---
An impairment analysis is performed at the end of the reporting year to measure expected credit losses. The
provision rates are based on days past due for groupings of various customer segments with similar loss patterns. The
calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable
information that is available at the reporting date about past events, current conditions and forecasts of future
economic conditions.
Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,329 6,777 6,771
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890 100 95
Corporate income tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,753 9,387 –
V alue added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181––
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/H1118937 796 3,258
13,110 17,060 10,124
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(182) (45) (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/H111812,928 17,015 10,074
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, 2023 and 2024, the loss allowance was assessed to be
minimal.
26. FINANCIAL ASSETS AT FAIR V ALUE THROUGH PROFIT OR LOSS
Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Wealth management products (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118672,325 1,033,242 3,274,118
Compensation from non-controlling shareholder
of subsidiary (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 47,115
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/H1118672,325 1,033,242 3,321,233
Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Wealth management products (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,109 101,597 1,325,430
Compensation from non-controlling shareholder
of subsidiary (ii) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 47,115
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/H111850,109 101,597 1,372,545
(i) The Group and the Company entered into a series of wealth management products with banks in
Mainland China. The expected rates of return ranged from 0.25% to 4.30% per annum during the years
of 2022, 2023 and 2024.
(ii) This financial asset at fair value through profit or loss represents the compensation payable to the
Company by non-controlling shareholders of Hubei New Liuwu Foodstuff Group Co., Ltd due to its
failure to meet the cumulative net profit commitments for years 2022, 2023, and 2024 as stipulated in
the share transfer agreement signed with the Company in April 2022. Further details are disclosed in
note 40 to the financial statements.
APPENDIX I ACCOUNTANTS’ REPORT
– I-67 –


--- page 466 ---
27. CASH AND CASH EQUIV ALENTS AND RESTRICTED CASH AND TIME DEPOSITS
Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Cash on hand and cash at bank /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,356,097 4,527,451 2,228,322
Short-term bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118701,813 – –
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,057,910 4,527,451 2,228,322
Time deposits with original maturities over
three months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,383,185 422,885 533,511
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,920 25,126 17,315
Restricted cash and time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,446,105 448,011 550,826
The cash and cash equivalents and restricted cash and time deposits are denominated in the following
currencies:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Cash and cash equivalents 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/H11183,032,935 4,500,269 2,200,315
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/H11182,314 36 2,981
HKD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,634 8,378 1,664
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,957 4,858 2,547
GBP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,070 13,910 20,815
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/H11183,057,910 4,527,451 2,228,322
Restricted cash and time deposits
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/H11182,446,105 438,866 550,826
GBP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 9,145 –
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/H11182,446,105 448,011 550,826
Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Cash at bank /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134,825 244,571 151,621
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134,825 244,571 151,621
Restricted cash and time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118574,430 202,801 366,904
APPENDIX I ACCOUNTANTS’ REPORT
– I-68 –


--- page 467 ---
The cash and cash equivalents and restricted cash and time deposits are denominated in the following
currencies:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Cash and cash equivalents 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/H1118134,825 244,571 151,621
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/H1118134,825 244,571 151,621
Restricted cash and time deposits
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/H1118574,430 202,801 366,904
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/H1118574,430 202,801 366,904
Cash and cash equivalents earn interest at floating rates based on daily bank deposit rates. The term of the bank
deposit is within one year, depending on the cash management of the Group. The bank balances and deposits are
deposited with creditworthy banks with no recent history of default. The carrying amounts of the cash and cash
equivalents approximate to their fair values.
Restricted cash of RMB62,920,000, RMB25,126,000 and of RMB17,315,000 at 31 December 2022, 2023 and
2024, respectively was reserved for bank acceptance guarantees in accordance with relevant regulations issued by
Ministry of Commerce of PRC.
The RMB is not freely convertible into other currencies, however, under the 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.
28. INTEREST-BEARING BANK AND OTHER BORROWINGS
Group
As at 31 December
2022 2023 2024
Effective
interest
rate (%) Maturity RMB’000
Effective
interest
rate (%) Maturity RMB’000
Effective
interest
rate (%) Maturity RMB’000
Current
Bank loans – secured /H1118/H1118/H1118/H1118/H1118/H1118/H11183.65-4.72 2023 119,128 3.20-3.85 2024 100,105 3.45 2025 70,072
Bank loans – unsecured /H1118/H1118/H1118/H1118/H1118/H11183.10-4.10 2023 369,870 2.90-3.65 2024 225,259 2.90-3.45 2025 41,043
Current portion of long term bank
loans – unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H11181.69 2023 907 1.69 2024 977 1.69 2025 980
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118489,905 326,341 112,095
Non-current
Bank loans – unsecured /H1118/H1118/H1118/H1118/H1118/H11181.69 2026 2,266 1.69 2026 1,465 1.69 2026 490
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,266 1,465 490
APPENDIX I ACCOUNTANTS’ REPORT
– I-69 –


--- page 468 ---
The carrying amounts of borrowings are denominated in the following currencies:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Current
Bank loans – secured
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/H1118119,128 100,105 70,072
Bank loans – unsecured
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/H1118369,870 225,259 41,043
Current portion of long term bank
loans – unsecured
GBP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118907 977 980
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/H1118489,905 326,341 112,095
Non-current
Bank loans – unsecured
GBP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,266 1,465 490
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/H11182,266 1,465 490
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Analysed into:
Bank loans and overdrafts repayable:
Within one year or on demand /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118489,905 326,341 112,095
In the second year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118907 977 490
In the third to four years, inclusive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118907 488 –
Beyond four years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 5 2––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118492,171 327,806 112,585
As at 31 December 2022, the Group’s secured bank borrowings of RMB119,128,000 were secured by plant and
equipment and right-of use assets with the carrying amount of RMB78,502,000 and RMB45,714,000, respectively.
As at 31 December 2023, the Group’s secured bank borrowings of RMB23,528,000 were guaranteed by Mr. Liu
Zhonghu and the Group’s secured bank borrowings of RMB100,105,000 were secured by plant and equipment and
right-of use assets with the carrying amount of RMB126,918,000 and RMB44,631,000, respectively.
As at 31 December 2024, the Group’s secured bank borrowings of RMB70,072,000 were secured by plant and
equipment and right-of use assets with the carrying amount of RMB125,068,000 and RMB43,547,000, respectively.
29. TRADE AND BILLS PAYABLES
An ageing analysis of the trade and bills payables as at 31 December 2022, 2023 and 2024, based on the
invoice date, is as follows:
Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,318,870 1,266,540 1,375,078
Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,431 21,929 4,632
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/H11181,327,301 1,288,469 1,379,710
APPENDIX I ACCOUNTANTS’ REPORT
– I-70 –


--- page 469 ---
Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118119,788 96,003 94,227
Over 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118837 5,211 113
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/H1118120,625 101,214 94,340
Trade payables are non-interest-bearing and normally settled within 60 days.
30. OTHER PAYABLES AND ACCRUALS
Group
As at 31 December
Notes 2022 2023 2024
RMB’000 RMB’000 RMB’000
Other payables for property, plant,
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(iii) 284,230 507,865 396,872
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(i) 439,211 629,522 260,138
Sales rebates allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(i) 244,981 249,227 280,843
Staff salaries, bonuses and welfare
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118234,491 245,866 247,666
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118126,607 145,413 99,187
Other payables-restricted stock
repurchase /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(iv) 47,053 – –
Accrued expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104,153 90,701 78,690
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118352,631 289,020 278,621
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(ii) 99,949 80,698 71,481
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,933,306 2,238,312 1,713,498
Current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,885,979 2,229,172 1,711,352
Non-current /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,327 9,140 2,146
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,933,306 2,238,312 1,713,498
(i) Details of contract liabilities and sales rebate allowances are as follows:
As at 1 January As at 31 December
2022 2022 2023 2024
RMB’000 RMB’000 RMB’000 RMB’000
Sales rebate allowances /H1118/H1118/H1118/H1118182,333 244,981 249,227 280,843
Sale of food products /H1118/H1118/H1118/H1118/H1118/H1118263,456 439,211 629,522 260,138
Contract liabilities include advances from customers for the sale of food products. Sales rebate
allowances are provided to certain customers once the quantity of products purchased during the year
exceeds a threshold specified in the contract. The increase in contract liabilities in 2023 and 2022 was
mainly due to the increase in short-term advances received from customers. The decrease in contract
liabilities in 2024 mainly due to the changes in market conditions, the sales policy for this year has been
altered, resulting in a decrease in the proportion of advance payments received from customers.
APPENDIX I ACCOUNTANTS’ REPORT
– I-71 –


--- page 470 ---
(ii) Other payables are non-interest-bearing and have an average term of three months.
(iii) Other payables for property, plant, and equipment include the unpaid obligations incurred by the Group
for the acquisition of assets intended for long-term use. Due to the rapid development of the Group in
recent years, the purchase payments for factories and equipment have increased.
(iv) Other payables-restricted stock repurchase include the partial fulfillment of the conditions for the
release of the final 30% of the restricted stocks initially granted under the 2019 Restricted Stock
Incentive Plan.
Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Contract liabilities (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118649,837 852,161 1,549,028
Other tax payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,285 118,459 205,574
Other payables-restricted stock repurchase /H1118/H1118/H1118/H1118/H111847,053 – –
Staff salaries, bonuses and welfare payables /H1118/H1118/H1118/H111818,702 19,308 21,611
Other payables for property, plant,
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,422 2,282 6,504
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118435 405 46
Accrued expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,715 1,252 3,193
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/H111815,719 14,869 8,596
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/H1118835,168 1,008,736 1,794,552
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/H1118821,567 1,001,834 1,794,552
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/H111813,601 6,902 –
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/H1118835,168 1,008,736 1,794,552
(i) Details of contract liabilities are as follows:
As at 1 January As at 31 December
2022 2022 2023 2024
RMB’000 RMB’000 RMB’000 RMB’000
Sale of food products /H1118/H1118/H1118/H1118/H1118/H1118469,034 649,837 852,161 1,549,028
The increase in contract liabilities was mainly due to the increase in short-term advances received from
the subsidiary Wuxi Anjoy Foods Marketing Co., Ltd., which played a key wholesaling role in the group.
31. DUE TO RELATED PARTIES – TRADE PAYABLES
An ageing analysis of the trade payables due to related parties as at 31 December 2022, 2023 and 2024, based
on the invoice date, is as follows:
Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,751 16,449
APPENDIX I ACCOUNTANTS’ REPORT
– I-72 –


--- page 471 ---
Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 260 2,609
32. DUE TO SUBSIDIARIES
Company — Trade
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,686 13,421 32,644
The amounts due to subsidiaries are trade in nature, mainly arising from the purchase of the raw materials and
semi-finished goods.
Company — Non-trade
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 106
The amounts due to subsidiaries are non-trade, mainly arising from the the accounts receivable advanced on
behalf of subsidiaries.
33. DUE FROM SUBSIDIARIES
Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Liaoning Anjoy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118752,574 493,573 –
Taizhou Anjoy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118301,000 301,000 –
Sichuan Anjoy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118150,000 150,000 –
Henan Anjoy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118680,000 680,000 –
Guangdong Anjoy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118266,000 266,000 –
Shandong Anjoy /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118649,000 680,000 –
New Liuwu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 286,874 204,202
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/H11182,798,574 2,857,447 204,202
The amounts due from related parties are non-trade in nature, unsecured, non-interest-bearing and repayable
on demand, except for the amounts due from New Liuwu. The amount due from New Liuwu as at 31 December 2023
was unsecured, interest bearing at 3.85% per annum and with maturity date of 28 February 2024. The amount due
from New Liuwu as at 31 December 2024 was unsecured, interest bearing at 2.80% per annum and with maturity date
of 31 March 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-73 –


--- page 472 ---
34. DEFERRED INCOME
Group
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118118,459 132,121 131,686
Movements in government grants of the Group during the Relevant Y ears are as follows:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111899,211 118,459 132,121
Government grants received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,919 49,122 67,909
Transfers to other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(12,700) (15,711) (17,756)
Offset with property, plant and equipment /H1118/H1118/H1118/H1118/H1118(17,971) (19,749) (50,588)
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/H1118118,459 132,121 131,686
The Group received government grants for capital expenditure incurred for property, plant and equipment. The
amounts are deferred and amortised over the estimated useful lives of the respective assets. At the same time, the
Group has also received some government subsidies related to daily operating activities.
Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,024 20,935 17,557
Movements in government grants of the Company during the Relevant Y ears are as follows:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
At beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,292 28,024 20,935
Government grants received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,184 14,917 11,987
Credited to the consolidated statements of profit
or loss during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,452) (22,006) (15,365)
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/H111828,024 20,935 17,557
APPENDIX I ACCOUNTANTS’ REPORT
– I-74 –


--- page 473 ---
35. OTHER FINANCIAL LIABILITIES
Company
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Other financial liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,601 6,902 –
Other financial liabilities represented the liability for the acquisition of 30% equity of Anjoy Mr. Frozen, which
were held by the minority shareholders Mr. Ni Rutie and Mr. Zhou Jinya.
36. SHARE CAPITAL
Shares
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Issued and fully paid:
293,294,232 shares with nominal value of
RMB1.00 each /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,294 293,294 293,294
A summary of movements in the Company’s issued paid-in capital during the Relevant Y ears is as follows:
Share capital Notes
Number of
shares in issue 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/H1118244,424,360 244,424
Issue of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118a 48,884,872 48,885
Repurchase and Forfeiture of restricted A shares /H1118/H1118/H1118/H1118/H1118b (15,000) (15)
At 31 December 2022 and 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,294,232 293,294
At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,294,232 293,294
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118293,294,232 293,294
Notes:
(a) On 10 March 2022, the Company issued 48,884,872 new shares with a nominal value of RMB1.00 each
in the non-public offering at an issue price of RMB116.08 per share. The total funds raised amounted
to RMB5,674,556,000. After deducting the issuance expenses related to the raised funds totalling
RMB39,982,000 (excluding V A T), the actual net funds raised by the Company were RMB5,634,574,000.
(b) On 18 May 2022, the Company repurchased and forfeited 15,000 shares (with a nominal value of
RMB1.00 each) granted to two participants under the Restricted A-share Incentive Schemes who no
longer satisfying the incentive conditions, resulting in a repurchase payment of RMB386,000.
APPENDIX I ACCOUNTANTS’ REPORT
– I-75 –


--- page 474 ---
37. SHARE-BASED PAYMENT
Restricted A shares incentive schemes
The Group operated share incentive schemes (the “Restricted A share Incentive Schemes”) for the purpose of
further refining the corporate governance structure of the Group, facilitating the establishment of the restricted
incentive mechanism, fully motivating the directors and key personnel of the Group, as well as balancing the interests
of the shareholders, the Group and management for the long-term development of the Group.
The Restricted A share incentive schemes 2019 (“Plan I”) was approved by the shareholders of the Company.
On 13 November 2019, the relevant resolutions were considered and passed at the Company’s 31st meeting of the
3rd session of the board of directors, pursuant to which the date of grant for Plan I was set on 13 November 2019.
On 13 November 2019 (the date of grant), 6,320,000 restricted A shares were granted to 231 eligible participants of
Plan I at an exercise price of RMB26.97 per share. The share incentive participants include executive directors and
the members of senior management of the Company and core technical and management personnel of the Company
and its subsidiaries.
On 1 January 2020, two participants forfeited the rights, and a total of 229 participants purchased 6,310,000
shares with the payment of RMB170,181,000. The fair value of restricted shares granted for employees is determined
by closing price of RMB59.70 per share at the grant date. The fair value of restricted shares granted for executives
is determined by an external valuer using the Black-Scholes formula for executives which is RMB37.41 per share.
Since there are no cash settlement alternatives, the Group accounts for the restricted shares granted under Plan I as
an equity-settled plan.
The shares granted under Plan I shall be locked up immediately upon grant. The restricted A shares granted
to the participants shall be subject to various lock-up periods of 1 year, 2 years and 3 years after the date of
registration. The restricted A-share held by the participants shall be unlocked in three tranches in the proportions of
40%, 30% and 30% of the total number of the restricted A shares granted upon the expiry of each lock-up period.
Where the performance target at company level has been achieved, the participants are only entitled to unlock the
restricted A shares upon achieving the benchmarks of “Pass” or above in their performance target for the preceding
year according to the Company’s administrative measures in respect of the remuneration and performance appraisal.
The Restricted A shares incentive schemes 2020 (“Plan II”) was approved by the shareholders of the Company.
On 14 July 2020, the relevant resolutions were considered and passed at the Company’s 4th meeting of the 4th session
of the board of directors, pursuant to which the date of grant for Plan II was set on 14 July 2020.
On 14 July 2020 (the date of grant), pursuant to Plan II, 300,000 restricted shares were granted to 27 eligible
participants of the Plan II at an exercise price of RMB66.31 per share. The share incentive participants include
executive directors and the members of core marketing, technical and management personnel of the Company and
its subsidiaries.
On 4 September 2020, one participant forfeited the rights, a total of 26 participants purchased 298,000 shares
with the payment of RMB19,760,000. The fair value of each restricted share is determined by closing price of
RMB134.68 per share at the grant date. Since there are no cash settlement alternatives, the Group accounts for the
restricted shares granted under Plan II as an equity-settled plan.
The restricted shares granted under Plan II shall be locked up immediately upon grant. The restricted A shares
granted to the participants shall be subject to various lock-up periods of 1 year, 2 years after the date of registration.
The restricted A share held by the participants shall be unlocked in two tranches in the proportions of 50% and 50%
of the total number of the restricted A shares granted upon the expiry of each lock-up period. Where the performance
target at company level has been achieved, the participants are only entitled to unlock the restricted A shares upon
achieving the benchmarks of reach or above in their performance target for the preceding year according to the
Company’s administrative measures in respect of the remuneration and performance appraisal.
APPENDIX I ACCOUNTANTS’ REPORT
– I-76 –


--- page 475 ---
The following restricted A shares were outstanding under the Restricted A share Incentive Schemes during the
years ended 31 December 2022, 2023 and 2024:
Plan I
Y ear ended 31 December Y ear ended 31 December Y ear ended 31 December
2022 2023 2024
Weighted
average
exercise price
Number of
restricted
A shares
Weighted
average
exercise price
Number of
restricted
A shares
Weighted
average
exercise price
Number of
restricted
As h a r e s
RMB per share ’000 RMB per share ’000 RMB per share ’000
At 1 January /H1118/H1118/H1118/H111826.97 3,786 26.97 1,878 – –
Forfeited during
the year /H1118/H1118/H1118/H1118/H1118/H111826.97 (15) ––––
V ested during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826.97 (1,893) 26.97 (1,878) – –
At 31 December /H1118/H1118 26.97 1,87 8––––
Plan II
Y ear ended 31 December
2022
Weighted average
exercise price
Number of
restricted A shares
RMB per share ’000
At 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111866.31 149
V ested 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/H111866.31 (149)
At 31 December /H1118/H1118/H1118/H1118/H1118/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 Option Schemes
The Company operates a share option scheme (the “Share Option Scheme”) for the purpose of providing
incentives and rewards to eligible participants who contribute to the success of the Group’s operations.
The Share Option Scheme was approved by 2023 second extraordinary general meeting on 13 October 2023.
The adjustments of participants, number of options, and exercise price were further approved by the Company’s board
of directors’ and board of supervisors’ meeting on 25 October 2023. The share option granted to the participants shall
be subject to various lock-up periods of 1 year, 2 years, 3 years after the date of grant. The share option held by the
participants shall be unlocked in three tranches in the proportions of 40%,30% and 30% of the total number of the
share option granted upon the expiry of each lock-up period.
The total number of share options granted was 11,395,000 shares for 1,458 participants with the exercise price
of RMB105.275 per share. On 7 December 2023, two participants forfeited the rights, and a total of 1,456 participants
were registered with 11,389,000 share options. The fair value of share option for employees and executives is
determined by an external valuer using the Black-Scholes formula. Since there are no cash settlement alternatives,
the Group accounts for the Share Option Scheme as an equity-settled share option scheme.
Share options do not confer rights on the holders to dividends or to vote at shareholders’ meetings.
On 25 October 2024, the Board of Directors of the Company approved the adjustment of the share option
scheme price due to the distribution of cash dividends. The grant price for the initial and reserved share option
scheme has been adjusted from 105.275 yuan per share to 102.12 yuan per share. The adjustment of the exercise price
of the share option scheme granted for the first time under this incentive plan will not have a material impact on the
Group’s financial condition and operations, nor will it harm the interests of the Company and its shareholders. It will
also not affect the continuation of the implementation of this incentive plan.
APPENDIX I ACCOUNTANTS’ REPORT
– I-77 –


--- page 476 ---
The following share options were outstanding under the Share Option Scheme during the years ended
31 December 2023 and 2024:
Y ear ended 31 December Y ear ended 31 December
Note 2023 2024
Weighted average
exercise price Number of options
Weighted average
exercise price Number of options
RMB per share ’000 RMB per share ’000
At 1 January /H1118/H1118/H1118/H1118/H1118 – – 105.275 11,389
Granted during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105.275 11,395 – –
Forfeited during the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105.275 (6) 105.275 (204)
At the end of the
year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118a 105.275 11,389 102.120 11,185
Note:
(a) Due to the distribution of cash dividends, the grant price for the initial and reserved share option scheme
has been adjusted from 105.275 yuan per share to 102.12 yuan per share.
The fair value of equity-settled share options granted during the year was estimated as at the date of grant using
a Black-Scholes formula, taking into account the terms and conditions upon which the options were granted. The
following table lists the inputs to the model used:
2023
Historical 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/H111812.57%,14.87%,14.66%
Risk-free interest 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/H11181.50%,2.10%,2.75%
Expected life of options (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/H11183
Weighted average share price (RMB per share) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114.90
Weighted average fair value of the options (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817.01
The Group recognised share-based payment expenses of RMB33,460,000, RMB19,208,000, and
RMB100,808,000 in profit or loss for the years ended 31 December 2022, 2023 and 2024, respectively.
38. RESERVES
(a) Group
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.
(i) 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 companies.
APPENDIX I ACCOUNTANTS’ REPORT
– I-78 –


--- page 477 ---
(ii) Capital reserve
The capital reserve of the Group included the excess of the consideration received for subscription of the
registered capital of the Company and the effect of implementation and unlocking of restricted shares and share
option schemes. Details of the movement in capital reserve are set out in the consolidated statements of changes in
equity of the Historical Financial Information.
(iii) Exchange fluctuation reserve
The exchange fluctuation reserve is used to record exchange differences arising from the translation of the
financial information of entities of which the functional currency is not RMB.
(b) Company
Share Capital
Capital
reserve
Statutory
surplus
reserve
Treasury
shares
Retained
profits Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2022 /H1118/H1118/H1118/H1118244,424 2,424,234 137,066 (104,660) 740,643 3,441,707
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118–––– 255,830 255,830
Issue of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,885 5,625,67 1––– 5,674,556
Share issue expenses /H1118/H1118/H1118/H1118 – (39,982) – – – (39,982)
Equity-settled restricted
A shares arrangements /H1118/H1118 – 24,39 4––– 24,394
V esting of restricted shares /H1118 – – – 57,221 – 57,221
Forfeiting of restricted
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(15) (729) – 386 – (358)
Final 2021 dividend /H1118/H1118/H1118/H1118/H1118 –––– (205,013) (205,013)
Transfer from retained
profits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 9,581 – (9,581) –
As at 31 December 2022 /H1118/H1118 293,294 8,033,588 146,647 (47,053) 781,879 9,208,355
As at 1 January 2023 /H1118/H1118/H1118/H1118293,294 8,033,588 146,647 (47,053) 781,879 9,208,355
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118–––– 430,083 430,083
V esting of restricted shares /H1118 – – – 47,053 – 47,053
Share-based payment
arrangements /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 19,20 8––– 19,208
Repurchase of A-shares /H1118/H1118/H1118 – – – (45,714) – (45,714)
Final 2022 dividend /H1118/H1118/H1118/H1118/H1118 –––– (330,543) (330,543)
2023 interim dividend /H1118/H1118/H1118/H1118 –––– (221,437) (221,437)
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (141) – – – (141)
As at 31 December 2023 /H1118/H1118 293,294 8,052,655 146,647 (45,714) 659,982 9,106,864
As at 1 January 2024 /H1118/H1118/H1118/H1118293,294 8,052,655 146,647 (45,714) 659,982 9,106,864
Profit for the year /H1118/H1118/H1118/H1118/H1118 –––– 1,146,486 1,146,486
Share option arrangements /H1118/H1118 – 100,80 8––– 100,808
Repurchase of A-shares /H1118/H1118/H1118 – – – (62,879) – (62,879)
Final 2023 dividend /H1118/H1118/H1118/H1118 –––– (518,647) (518,647)
2024 interim dividend /H1118/H1118/H1118 –––– (680,671) (680,671)
As at 31 December 2024 /H1118/H1118 293,294 8,153,463 146,647 (108,593) 607,150 9,091,961
APPENDIX I ACCOUNTANTS’ REPORT
– I-79 –


--- page 478 ---
39. PARTLY-OWNED SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS
Details of the Group’s subsidiaries that have material non-controlling interests are set out below:
As at 31 December
2022 2023 2024
Percentage of equity interest held by
non-controlling interests:
Honghu Xinhongye /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810% 10% 10%
Hubei New Liuwu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830% 30% 30%
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Profit for the year allocated to
non-controlling interests:
Honghu Xinhongye /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,115 6,637 4,251
Hubei New Liuwu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,010 15,650 24,306
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Accumulated balances of non-controlling
interests at the reporting date:
Honghu Xinhongye /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111862,886 69,523 73,774
Hubei New Liuwu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118137,525 153,175 177,481
APPENDIX I ACCOUNTANTS’ REPORT
– I-80 –


--- page 479 ---
The following tables illustrate the summarised financial information of the above subsidiaries. The amounts
disclosed are before any inter-company eliminations:
Honghu Xinhongye Hubei New Liuwu
RMB’000 RMB’000
2022
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,598,538 313,757
Total expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,527,390 283,723
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,148 30,034
Total comprehensive income for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111871,148 30,034
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/H1118/H1118/H1118/H1118663,967 627,167
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/H1118/H1118/H1118/H1118/H1118456,278 618,442
Current 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/H1118396,162 733,478
Non-current 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/H111895,221 53,715
Net cash flows used in operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(83,049) (95,172)
Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(62,987) (94,620)
Net cash flows from financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118180,295 156,925
Net increase/(decrease) in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H111834,259 (32,867)
Honghu Xinhongye Hubei New Liuwu
RMB’000 RMB’000
2023
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,441,581 1,158,126
Total expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,365,465 1,099,045
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876,116 59,081
Total comprehensive income for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876,116 59,081
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/H1118/H1118/H1118/H1118688,985 771,408
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/H1118/H1118/H1118/H1118/H1118435,277 633,798
Current 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/H1118357,016 839,183
Non-current 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/H111862,269 48,525
Net cash flows from/(used in) operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,960 (124,419)
Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(28,068) (69,510)
Net cash flows (used in)/from in financing activities /H1118/H1118/H1118/H1118/H1118/H1118(34,282) 183,527
Net increase/(decrease) in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H111818,610 (10,402)
Honghu Xinhongye Hubei New Liuwu
RMB’000 RMB’000
2024
Revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,351,807 1,239,071
Total expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,317,002 1,171,504
Profit for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,805 67,567
Total comprehensive income for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,805 67,567
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/H1118/H1118/H1118/H1118534,208 727,256
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/H1118/H1118/H1118/H1118/H1118395,899 582,669
Current 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(123,861) (676,722)
Non-current 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(66,464) (48,138)
Net cash flows from operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118297,714 319,015
Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,879) (35,035)
Net cash flows used in financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(224,911) (86,136)
Net increase in cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111863,924 197,844
APPENDIX I ACCOUNTANTS’ REPORT
– I-81 –


--- page 480 ---
40. BUSINESS COMBINATIONS
Hubei New Liuwu and subsidiaries
In April 2022, the Company entered into a share purchase agreement with third parties to acquire 70% equity
interests of Hubei New Liuwu and subsidiaries with the consideration of RMB644,000,000. Hubei New Liuwu and
subsidiaries are primarily engaged in crayfish farming and processing business. The acquisition was made as part of
the Group’s strategy to enhance its raw material productions. The acquisition was consummated in August 2022.
The fair values of the identifiable assets and liabilities of Hubei New Liuwu and subsidiaries 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/H111815 346,461
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/H111816(a) 32,746
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/H111818 172,711
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/H111855,912
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/H1118164,713
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/H1118385,063
Prepayments, other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111847,875
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/H1118/H1118/H1118/H1118/H1118/H1118/H111812,595
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/H11185,424
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(158,380)
Interest-bearing bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(80,077)
Other 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(512,363)
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/H1118(44,297)
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/H1118428,383
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(128,515)
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/H1118344,132
Total 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/H1118644,000
Satisfied by 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/H1118644,000
An analysis of the cash flows in respect of the acquisition of a subsidiary 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(644,000)
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/H111855,912
Net outflow 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/H1118(588,088)
The fair values of the trade receivables as at the date of acquisition amounted to RMB164,713,000. The gross
contractual amounts of trade receivables were RMB174,303,000 of which RMB9,590,000 are expected to be
uncollectible.
Since the acquisition, Hubei New Liuwu and subsidiaries contributed RMB311,245,000 to the Group’s revenue
and caused a profit of RMB30,034,000 to the consolidated profit of the Group for the year ended 31 December 2022.
Had the combination taken place at the beginning of 2022, the revenue and the profit of the Group for the year
would have been RMB12,968,381,000 and RMB1,153,763,000, respectively.
As part of the purchase agreement, the transferors promised that the net profit of Hubei New Liuwu for the
fiscal years of 2022, 2023, and 2024 would not be less than RMB70,000,000, RMB80,000,000 and RMB90,000,000,
respectively, and the proportion of non-recurring gains and losses in the corresponding net profit amount for 2022,
2023 and 2024 should not exceed 20% respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-82 –


--- page 481 ---
If Hubei New Liuwu fails to achieve the corresponding performance commitment for a particular fiscal year,
and the actual net profit of Hubei New Liuwu for that year is less than 80% (excluding the exact amount) of the
corresponding performance commitment amount for that year, then the transferors agreed to compensate the Group
at an amount to be calculated based on the performance commitment.
Due to the prolonged downturn of the crayfish market in recent years, the net profit of Hubei New Liuwu for
the fiscal years of 2023, and 2024 were less than RMB80,000,000 and RMB90,000,000, respectively. Besides, Hubei
New Liuwu failed to meet the cumulative net profit commitments for years 2022, 2023, and 2024 as stipulated in the
share transfer agreement signed with the Company in April 2022. Pursuant to the agreement and evaluation results,
the non-controlling shareholder of Hubei New Liuwu, Mr. Liu Zhonghu, shall compensate RMB47,115,000 to the
Group, comprising performance indemnity of RMB35,229,000 and performance compensation of RMB11,886,000.
The Company and the non-controlling shareholder of Hubei New Liuwu had reached consensus to settle the aforesaid
performance compensation with 4.4915% interests in Hubei New Liuwu.
41. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Major non-cash transaction
During the years ended 31 December 2022, 2023 and 2024, the Group had non-cash additions to right-of-use
assets and lease liabilities of Nil, RMB2,805,000 and RMB42,993,000 respectively, in respect of lease agreements.
(b) Changes in liabilities arising from financing activities
Y ear ended 31 December 2022
Bank and other
borrowings Lease liabilities
Other payables –
restricted stock
repurchase
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/H1118411,038 9,192 104,660
Changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(13,620) (4,322) –
Acquisition of a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,077 – –
Accretion of interest recognised during the year /H1118 14,676 226 –
V esting of restricted A shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (57,221)
COVID-19-related rent concessions from lessors /H1118 – (92) –
Forfeiting of restricted A shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (386)
At 31 December 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118492,171 5,004 47,053
Y ear ended 31 December 2023
Bank and other
borrowings Lease liabilities
Other payables –
restricted stock
repurchase
Dividends
Payable
RMB’000 RMB’000 RMB’000 RMB’000
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118492,171 5,004 47,053 –
Changes from financing cash flows /H1118 (131,730) (4,205) – (221,437)
Increase arising from non-cash
changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(50,000) – – –
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,805 – –
Accretion of interest recognised
during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,365 134 – –
Dividends declared /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 221,437
V esting of restricted A shares /H1118/H1118/H1118/H1118/H1118 – – (47,053) –
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118327,806 3,738 – –
APPENDIX I ACCOUNTANTS’ REPORT
– I-83 –


--- page 482 ---
Y ear ended 31 December 2024
Bank and other
borrowings Lease liabilities Dividends Payable
RMB’000 RMB’000 RMB’000
At 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118327,806 3,738 –
Changes from financing cashflows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(222,978) (3,536) (921,791)
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– 42,993 –
Accretion of interest recognised during the year /H1118 7,757 399 –
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (922) –
Dividends declared /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,199,318
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,585 42,672 277,527
(c) Total cash outflow for leases
The total cash outflow for leases included in the consolidated statements of cash flows is as follows:
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Within operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,584 14,892 15,387
Within investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,140 23,096 52,657
Within financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,322 4,205 3,536
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/H111845,046 42,193 71,580
42. CONTINGENT LIABILITIES
As at 31 December 2022, 2023 and 2024, neither the Group nor the Company had any significant contingent
liabilities.
43. PLEDGE OF ASSETS
Details of the Group’s interest-bearing borrowings, which are secured by the assets of the Group, are included
in note 28 to the Historical Financial Information.
44. COMMITMENTS
The Group had the following contractual commitments at the end of each of the Relevant Y ears:
As at 31 December
2022 2023 2024
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/H1118284,230 507,865 396,872
APPENDIX I ACCOUNTANTS’ REPORT
– I-84 –


--- page 483 ---
45. RELATED PARTY TRANSACTIONS
The Group had the following material transactions with related parties during the years ended 31 December
2022, 2023 and 2024:
(a) Transactions with related parties:
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Sale of goods proceeds
Beihai Heyuan Foods
Co., Ltd. (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118NA 6,639 8,433
Purchase of goods
Beihai Heyuan Foods
Co., Ltd. (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118NA 264,472 317,577
(i) Beihai Heyuan has been identified as a related party of the Group since November 2023. Honghu
Xinhongye Food Co., Ltd., a subsidiary of the Company held 19% equity of Beihai Heyuan Foods
Co., Ltd. since its formation in November 2022 with significant influence. Then, Xiaohuabin
(a key management personnel of the Group), the legal person, director and general manager of
Honghu Xinhongye Food Co., Ltd which held the rest of 10% equity. Taking a role of chairman
of Beihai Heyuan since November 2023.
The sales to the related parties were made according to the published prices and conditions
offered to the major customers. The purchases from the related parties were conducted in the
ordinary course of business and based on commercial terms mutually agreed by the
counterparties.
(b) Compensation of key management personnel of the Group
Compensation of key management personnel of the Group, which comprises the remuneration of the
directors, is disclosed in note 10 and note 11 to the Historical Financial Information.
(c) Outstanding balances with related parties
Y ear ended 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Trade payables
Beihai Heyuan Foods Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118NA 7,651 16,349
Other payables
Beihai Heyuan Foods Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118NA 100 100
Amounts due to a related party were trade in nature, unsecured, interest-free and repayable within
15 days.
APPENDIX I ACCOUNTANTS’ REPORT
– I-85 –


--- page 484 ---
46. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments as at 31 December 2022, 2023 and
2024 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
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/H1118672,325 – 672,325
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 736,997 736,997
Financial assets included in prepayments,
other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118 – 26,060 26,060
Restricted cash and time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,446,105 2,446,105
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,057,910 3,057,910
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/H1118672,325 6,267,072 6,939,397
Financial liabilities
Financial liabilities
at fair value through
profit or loss
Financial liabilities
at amortised cost Total
RMB’000 RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,327,301 1,327,301
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 874,415 874,415
Interest-bearing bank and other borrowings /H1118/H1118 – 492,171 492,171
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– 2,693,887 2,693,887
31 December 2023
Financial assets
Financial assets
at fair value through
profit or loss
Financial assets
at amortised cost Total
RMB’000 RMB’000 RMB’000
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/H11181,033,242 – 1,033,242
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 572,084 572,084
Financial assets included in prepayments,
other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118 – 20,579 20,579
Restricted cash and time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 448,011 448,011
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,527,451 4,527,451
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/H11181,033,242 5,568,125 6,601,367
APPENDIX I ACCOUNTANTS’ REPORT
– I-86 –


--- page 485 ---
Financial liabilities
Financial liabilities
at fair value through
profit or loss
Financial liabilities
at amortised cost Total
RMB’000 RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,288,469 1,288,469
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 954,591 954,591
Interest-bearing bank and other borrowings /H1118/H1118 – 327,806 327,806
Due to related parties – trade payables /H1118/H1118/H1118/H1118 – 7,751 7,751
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– 2,578,617 2,578,617
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
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/H11183,321,233 – 3,321,233
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 626,127 626,127
Financial assets included in prepayments,
other receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118 – 22,222 22,222
Restricted cash and time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 550,826 550,826
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,228,322 2,228,322
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/H11183,321,233 3,427,497 6,748,730
Financial liabilities
Financial liabilities
at fair value through
profit or loss
Financial liabilities
at amortised cost Total
RMB’000 RMB’000 RMB’000
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,379,710 1,379,710
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 818,762 818,762
Interest-bearing bank and other borrowings /H1118/H1118 – 112,585 112,585
Due to related parties – trade payables /H1118/H1118/H1118/H1118 – 16,449 16,449
Dividends payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 277,527 277,527
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– 2,605,033 2,605,033
APPENDIX I ACCOUNTANTS’ REPORT
– I-87 –


--- page 486 ---
47. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of the Group’s financial instruments, other than those with carrying
amounts that reasonably approximate to fair values, are as follows:
Carrying amounts Fair values
As at
31 December
2022
As at
31 December
2023
As at
31 December
2024
As at
31 December
2022
As at
31 December
2023
As at
31 December
2024
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Financial assets
Financial assets at fair
value through profit
or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118672,325 1,033,242 3,321,233 672,325 1,033,242 3,321,233
Financial liabilities
Interest-bearing bank
loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,266 1,465 490 2,172 1,412 471
Management has assessed that the fair values of cash and cash equivalents, restricted cash and time deposits,
trade receivables, financial assets included in prepayments, other receivables and other assets, current 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 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 values of the non-current interest-bearing bank borrowings have been calculated by discounting the
expected future cash flows using rates currently available for instruments with similar terms, credit risk and
remaining maturities. The changes in fair value as a result of the Group’s own non-performance risk for
interest-bearing bank borrowings as at 31 December 2022, 2023 and 2024, were assessed to be insignificant.
The fair values of wealth management products included in financial assets at fair value through profit or loss
have been estimated using a discounted cash flow valuation model based on the market interest rates of instruments
with similar terms and risks.
The Group’s corporate finance team is responsible for determining the policies and procedures for the fair
value management of financial instruments. The corporate finance team reports directly to the chief financial officer
and the board of directors. At each reporting date, the corporate finance team 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.
APPENDIX I ACCOUNTANTS’ REPORT
– I-88 –


--- page 487 ---
Fair value hierarchy
The following tables illustrate 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
Significant
observable inputs
Significant
unobservable
inputs
(Level 1) (Level 2) (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– 672,325 – 672,325
As at 31 December 2023
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,033,242 – 1,033,242
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– 3,321,233 – 3,321,233
The movements in fair value measurements within Level 3 during the Relevant Y ears are as follows:
31 December 2022 31 December 2023 31 December 2024
RMB’000 RMB’000 RMB’000
Other financial liabilities
At the beginning of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 1 1––
Purchase of equity rights from non-controlling
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(511) – –
At end of year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
During the Relevant Y ears, there were no transfers of fair value measurements between Level 1 and Level 2
and no transfers into or out of Level 3.
Liabilities for which fair values are disclosed:
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs
(Level 1) (Level 2) (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2022
Interest-bearing bank borrowings /H1118/H1118/H1118 – 2,172 – 2,172
As at 31 December 2023
Interest-bearing bank borrowings /H1118/H1118/H1118 – 1,412 – 1,412
As at 31 December 2024
Interest-bearing bank borrowings /H1118/H1118/H1118 – 471 – 471
APPENDIX I ACCOUNTANTS’ REPORT
– I-89 –


--- page 488 ---
48. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise bank and other interest-bearing borrowings, cash and
cash equivalents. The main purpose of these financial instruments is to raise finance for the Group’s operations. 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 foreign currency risk, interest rate risk,
credit risk and liquidity risk. The board of directors reviews and agrees policies for managing each of these risks and
they are summarised below.
Foreign currency risk
The Group has transactional currency exposures. Such exposures arise from sales or purchases by operating
units in currencies other than the units’ functional currencies. In addition, the Group has currency exposures from its
cash and cash equivalent. The management of the Company consider the Group’s exposure to foreign currency risk
not significant.
Interest rate risk
The Group’s bank balances, other than short-term and long-term bank deposits, expose to cash flow interest
rate risk due to the fluctuation of the prevailing market interest rate. The directors of the Company consider the
Group’s exposure to interest rate risk in respect of bank balances, interest-bearing bank and other borrowings is not
significant as most of them are at fixed interest rate.
Credit risk
The Group trades only with recognised and creditworthy third parties. It is the Group’s policy that all
customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable
balances are monitored on an ongoing basis and the Group’s exposure to bad debts is not significant.
Maximum exposure and year-end staging as at 31 December 2022, 2023 and 2024.
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 year-end staging classification as at 31 December 2022, 2023 and 2024. The amounts presented are gross
carrying amounts for financial assets.
31 December 2022 12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills
receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118239 – – 784,461 784,700
Financial assets included
in prepayments, other
receivables and other
assets
– Normal** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,71 9––– 31,719
– Doubtful /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 638 – – 638
Restricted cash and time
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H11182,446,105 – – – 2,446,105
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H11183,057,910 – – – 3,057,910
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,535,973 638 – 784,461 6,321,072
APPENDIX I ACCOUNTANTS’ REPORT
– I-90 –


--- page 489 ---
31 December 2023 12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills
receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,723 – – 615,493 618,216
Financial assets included
in prepayments, other
receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– Normal** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,86 2––– 22,862
– Doubtful /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 560 – – 560
Restricted cash and time
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118448,01 1––– 448,011
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H11184,527,451 – – – 4,527,451
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,001,047 560 – 615,493 5,617,100
31 December 2024 12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade and bills
receivables* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 671,913 671,913
Financial assets included
in prepayments, other
receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– Normal** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,28 9––– 23,289
– Doubtful /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,458 – – 2,458
Restricted cash and time
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H1118550,82 6––– 550,826
Cash and cash equivalents
– Not yet past due /H1118/H1118/H1118/H1118/H1118/H11182,228,322 – – – 2,228,322
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,802,437 2,458 – 671,913 3,476,808
* For trade receivables to which the Group applies the simplified approach for impairment, information
based on the provision matrix is disclosed in note 24 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”.
APPENDIX I ACCOUNTANTS’ REPORT
– I-91 –


--- page 490 ---
Liquidity risk
The Group monitors and maintains a level of cash and cash equivalents 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, based on the
contractual undiscounted payments, is as follows:
31 December 2022
On demand or
within one year 1 to 2 years 2 to 3 years Over 3 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H11183,682 782 290 434 5,188
Interest-bearing bank loans
and other borrowings /H1118/H1118 497,309 937 922 455 499,623
Trade and bills payables /H1118/H11181,327,301 – – – 1,327,301
Financial liabilities
included in other
payables and accruals /H1118/H1118 874,287 128 – – 874,415
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,702,579 1,847 1,212 889 2,706,527
31 December 2023
On demand or
within one year 1 to 2 years 2 to 3 years Over 3 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H11181,638 1,226 644 350 3,858
Interest-bearing bank loans
and other borrowings /H1118/H1118 331,253 992 490 – 332,735
Trade and bills payables /H1118/H11181,288,469 – – – 1,288,469
Financial liabilities
included in other
payables and accruals /H1118/H1118 954,59 1––– 954,591
Due to related parties –
trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H11187,75 1––– 7,751
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,583,702 2,218 1,134 350 2,587,404
31 December 2024
On demand or
within one year 1 to 2 years 2 to 3 years Over 3 years Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H11187,745 4,850 2,251 40,026 54,872
Interest-bearing bank loans
and other borrowings /H1118/H1118 113,171 494 – – 113,665
Trade and bills payables /H1118/H11181,379,710 – – – 1,379,710
Financial liabilities
included in other
payables and accruals /H1118/H1118 818,76 2––– 818,762
Due to related parties –
trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H111816,44 9––– 16,449
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,335,837 5,344 2,251 40,026 2,383,458
APPENDIX I ACCOUNTANTS’ REPORT
– I-92 –


--- page 491 ---
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 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 years ended 31 December 2022, 2023 and 2024.
The Group monitors capital using a gearing ratio, which is debt divided by the adjusted capital plus debt. Debt
includes interest-bearing borrowings and lease liabilities. Capital includes equity attributable to owners of the parent.
The gearing ratios as at 31 December 2022, 2023 and 2024 were as follows:
As at 31 December
2022 2023 2024
RMB’000 RMB’000 RMB’000
Interest-bearing borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118492,171 327,806 112,585
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,004 3,738 42,672
Debt /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118497,175 331,544 155,257
Equity attributable to owners of the parent /H1118/H1118/H1118/H1118/H111811,679,284 12,628,023 12,952,529
Gearing ratio /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184.1% 2.6% 1.2%
49. EVENTS AFTER THE REPORTING PERIODS
(a) The Company entered into a share purchase agreement on March 12, 2025 to purchase 70% of shares
of Jiangsu Ding Wei Tai Food Co., Ltd. (“Ding Wei Tai”) from a group of ten selling shareholders of
Ding Wei Tai (the “Sellers”).
The total consideration for the acquisition is RMB444,500,000, subject to adjustment by applying the
P/E ratio of 11.40 in the event that the audited net profits of Ding Wei Tai would be less than
RMB55,700,000, which was determined through arms’ length negotiations with the Sellers with
reference to the valuation of Ding Wei Tai. Upon the completion of the acquisition, Ding Wei Tai will
be held as to 70%, 23.09% and 6.91% by our Company, Shanghai Hai Xue Run and Laikar Consulting,
respectively, and will become our subsidiary.
The Directors of the Company believe that the acquisition will further complement and improve sales
channels and enrich existing product mix, thereby further consolidating the leading position in the
quick-frozen food industry in China. The acquisition will also help to expand the business into overseas
markets and quick-frozen bakery products segment and strengthen the strategic alliance with companies
whose business and growth strategies are complementary to those of the Company. The Directors
consider that the terms of the acquisition are on normal commercial terms, fair and reasonable and in
the interest of the Company and the shareholders as a whole.
(b) On 29 April 2025, the Company announced the final dividends of RMB296,515,000 for the year ended
31 December 2024.
III. 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 31 December 2024.
APPENDIX I ACCOUNTANTS’ REPORT
– I-93 –


--- page 492 ---
The following is the text of a report set out on pages IA-1 to IA-2, received from the
Company’ s reporting accountants, Ernst & Young, Certified Public Accountants, Hong Kong,
for the purpose of incorporation in this prospectus. The information set out below is the
unaudited interim condensed consolidated financial information of the Group for the three
months ended 31 March 2025 and does not form part of the Accountants’ Report from the
reporting accountants, Ernst & Young, Certified Public Accountants, Hong Kong, as set out in
Appendix I to this prospectus, and is included herein for information purpose only.
⭰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
REVIEW REPORT ON UNAUDITED INTERIM FINANCIAL INFORMATION TO THE
DIRECTORS OF ANJOY FOODS GROUP CO., LTD.
Introduction
We have reviewed the interim financial information set out on pages IA-3 to IA-27, which
comprises the condensed consolidated statement of financial position of Anjoy Foods Group
Co., Ltd. (the “Company”) and its subsidiaries (the “Group”) as at 31 March 2025 and the
related condensed consolidated statement of profit or loss, comprehensive income, changes in
equity and cash flows for the three-month period then ended, and explanatory notes. The
directors of the Company are responsible for the preparation and presentation of this interim
financial information in accordance with International Accounting Standard 34 Interim
Financial Reporting (“IAS 34”) issued by the International Accounting Standards Board. Our
responsibility is to express a conclusion on this interim financial information based on our
review. Our report is made solely to you, as a body, in accordance with our agreed terms of
engagement, and for no other purpose. We do not assume responsibility towards or accept
liability to any other person for the contents of this report.
Scope of 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 Hong Kong Institute of Certified Public Accountants. A
review of interim financial information 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.
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-1 –


--- page 493 ---
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the
interim financial information is not prepared, in all material respects, in accordance with IAS
34.
Ernst & Y oung
Certified Public Accountants
Hong Kong
25 June 2025
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-2 –


--- page 494 ---
I. HISTORICAL FINANCIAL INFORMATION
INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
For the three months ended
31 March
Notes 2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
CONTINUING OPERATIONS
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/H11184 3,722,778 3,581,404
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(2,766,843) (2,770,230)
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/H1118955,935 811,174
Other income and gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 50,575 77,772
Selling and distribution expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(279,795) (242,230)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(128,452) (113,441)
Research and development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,687) (19,102)
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/H1118/H1118/H1118/H11186 (1,325) (913)
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/H11187 (2,088) (2,043)
Reversal of impairment losses on financial assets /H1118 2,581 6,891
Share of profit of an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,032 1,405
PROFIT BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188 576,776 519,513
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/H11189 (135,707) (126,087)
PROFIT FOR THE PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118441,069 393,426
Profit 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/H1118438,408 394,524
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,661 (1,098)
441,069 393,426
EARNINGS PER SHARE ATTRIBUTABLE TO
ORDINARY EQUITY HOLDERS OF THE
PARENT
Basic
– For profit for the period (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 1.50 1.35
Diluted
– For profit for the period (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811 1.50 1.35
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-3 –


--- page 495 ---
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
For the three months ended 31 March
2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
PROFIT FOR THE PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118441,069 393,426
OTHER COMPREHENSIVE (LOSS)/INCOME
Other comprehensive (loss)/income that may be
reclassified to profit or loss in subsequent periods:
Exchange differences on translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(222) 81
TOTAL COMPREHENSIVE INCOME FOR
THE PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118440,847 393,507
Total comprehensive income 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/H1118/H1118438,253 394,581
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,594 (1,074)
440,847 393,507
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-4 –


--- page 496 ---
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at
31 December
As at
31 March
Notes 2024 2025
RMB’000 RMB’000
(Unaudited)
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 5,363,911 5,376,327
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/H1118462,468 458,806
Goodwill /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118739,129 739,129
Other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118268,999 260,582
Investment in an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,764 10,390
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,226 24,815
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/H1118157,030 150,237
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,024,527 7,020,286
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/H111813 3,284,638 2,801,234
Trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 626,127 442,127
Prepayments, other receivables and other assets /H1118/H111815 339,427 324,075
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/H1118/H1118/H11183,321,233 3,452,489
Restricted cash and time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 550,826 268,427
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 2,228,322 2,508,151
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/H111810,350,573 9,796,503
CURRENT LIABILITIES
Trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 1,379,710 954,927
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,711,352 1,319,204
Due to related parties – trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,449 3,254
Interest-bearing bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H111818 112,095 275,232
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/H11186,477 6,887
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/H1118175,159 150,173
Dividends 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/H1118277,527 –
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,678,769 2,709,677
NET CURRENT ASSETS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,671,804 7,086,826
TOTAL ASSETS LESS CURRENT
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/H111813,696,331 14,107,112
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-5 –


--- page 497 ---
As at
31 December
As at
31 March
Notes 2024 2025
RMB’000 RMB’000
(Unaudited)
NON-CURRENT LIABILITIES
Deferred 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/H1118131,686 139,175
Interest-bearing bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H111818 490 –
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/H111836,195 35,642
Deferred tax liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118255,481 253,388
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,146 2,196
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118425,998 430,401
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/H1118/H1118/H1118/H111813,270,333 13,676,711
EQUITY
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 293,294 293,294
Treasury 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(108,593) (108,593)
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/H1118/H1118/H1118/H1118/H1118/H1118/H111812,767,828 13,175,280
Total equity attributable to the 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/H1118/H1118/H1118/H1118/H1118/H1118/H111812,952,529 13,359,981
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118317,804 316,730
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/H111813,270,333 13,676,711
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-6 –


--- page 498 ---
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Three months ended 31 March 2024 (Unaudited)
Attributable to owners of the parent
Share
capital
Capital
reserve*
Statutory
reserve*
Exchange
fluctuation
reserves*
Treasury
shares
Retained
earnings* 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 19)
As at 1 January 2024 /H1118/H1118/H1118/H1118293,294 8,043,040 147,906 574 (45,714) 4,188,923 12,628,023 272,560 12,900,583
Profit for the period /H1118/H1118/H1118/H1118/H1118– – – – – 438,408 438,408 2,661 441,069
Other comprehensive
income for the period:
Exchange differences on
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (155) – – (155) (67) (222)
Total comprehensive
income for the period /H1118/H1118 – – – (155) – 438,408 438,253 2,594 440,847
Capital injection from
non-controlling equity
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––– –––– 16,000 16,000
Repurchase of A-shares /H1118/H1118/H1118 – – – – (54,291) – (54,291) – (54,291)
Share options
arrangements (note 20) /H1118 – 28,203 – – – – 28,203 – 28,203
As at 31 March 2024 /H1118/H1118/H1118/H1118293,294 8,071,243 147,906 419 (100,005) 4,627,331 13,040,188 291,154 13,331,342
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-7 –


--- page 499 ---
Three months ended 31 March 2025 (Unaudited)
Attributable to owners of the parent
Share
capital
Capital
reserve*
Statutory
reserve*
Exchange
fluctuation
reserves*
Treasury
shares
Retained
earnings* 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 19)
As at 1 January 2025 /H1118/H1118/H1118/H1118293,294 8,143,848 147,906 1,638 (108,593) 4,474,436 12,952,529 317,804 13,270,333
Profit for the period /H1118/H1118/H1118/H1118/H1118– – – – – 394,524 394,524 (1,098) 393,426
Other comprehensive
income for the period:
Exchange differences on
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 57 – – 57 24 81
Total comprehensive
income for the period /H1118/H1118 – – – 57 – 394,524 394,581 (1,074) 393,507
Share options
arrangements (note 20) /H1118 – 12,871 – – – – 12,871 – 12,871
As at 31 March 2025 /H1118/H1118/H1118/H1118293,294 8,156,719 147,906 1,695 (108,593) 4,868,960 13,359,981 316,730 13,676,711
* These reserve accounts comprise the consolidated reserves of RMB13,175,280,000 (as at 31 March 2024: RMB12,846,899,000) in the interim condensed c onsolidated
statement of financial position as at 31 March 2025.
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-8 –


--- page 500 ---
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Three months ended 31 March
Notes 2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118576,776 519,513
Adjustments for:
Depreciation of property, plant and equipment /H1118/H1118 105,401 127,726
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,602 3,841
Amortisation of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H11189,983 10,080
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/H11185 (20,353) (6,980)
Gain on 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/H11185 (2,061) (7,504)
Unrealised fair value gains on financial assets
at fair value through profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (4,655) (10,687)
Loss on disposal of items of property, plant and
equipment and right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118857 472
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/H11187 2,088 2,043
Impairment of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 10,319 10,052
Reversal of impairment losses on
financial assets, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,581) (6,891)
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 28,203 12,871
Share of profit and loss of an associate /H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,032) (1,405)
706,547 653,131
Decrease in inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118515,775 478,131
Decrease in trade and bills receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111867,636 191,078
(Increase)/decrease in prepayments, other
receivables and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(59,323) 29,347
Decrease in other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,057 61
Decrease/(Increase) in restricted cash and time
deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,573 (1,436)
Decrease in trade and bills payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(169,493) (424,783)
Decrease in other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,796) (109,598)
Increase in deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118453 57
Decrease in due to related parties – trade /H1118/H1118/H1118/H1118/H1118/H1118/H1118(7,751) (13,195)
Increase in due from related parties – trade /H1118/H1118/H1118/H1118/H1118/H1118 (755) –
Cash generated from operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,059,923 802,793
Interest 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/H111817,441 5,168
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(149,458) (148,344)
Net cash flows generated from operating
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118927,906 659,617
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-9 –


--- page 501 ---
Three months ended 31 March
Note 2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from 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/H1118786 131
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118(219,160) (284,445)
Purchase of other intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(199) (2,829)
Purchases 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/H1118/H1118/H1118/H1118/H1118/H1118(970,000) (3,030,000)
Purchases of time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(50,000) (10,000)
Purchases of right-of-use assets – land use rights /H1118 (52,246) –
Receipt of government grants for 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/H111819,255 13,009
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/H1118770,000 2,902,500
Proceeds from disposal of time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,853 295,647
Income 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/H11188,080 14,470
Net cash flows used in investing activities /H1118/H1118/H1118/H1118/H1118/H1118(443,631) (101,517)
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from interest-bearing bank and other
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/H1118131,000 255,000
Repayment of interest-bearing bank and other
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(230,244) (242,476)
Principal portion of lease payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,007) (721)
Payment of listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (12,469)
Dividends 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/H1118/H1118– (277,527)
Interest paid for interest-bearing bank and other
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(2,025) (1,280)
Proceeds from government grants related to loan
interest subsidies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 575
Capital injection from non-controlling equity
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,000 –
Repurchase of ordinary stocks /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(54,291) –
Net cash flows used in financing activities /H1118/H1118/H1118/H1118/H1118/H1118(140,567) (278,898)
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-10 –


--- page 502 ---
Three months ended 31 March
Note 2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
NET INCREASE IN CASH AND CASH
EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118343,708 279,202
Cash and cash equivalents at beginning of period /H1118 4,527,451 2,228,322
Effect of foreign exchange differences, net /H1118/H1118/H1118/H1118/H1118/H1118 (248) 627
CASH AND CASH EQUIV ALENTS A T END OF
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/H1118/H11184,870,911 2,508,151
ANAL YSIS OF BALANCES OF CASH AND
CASH EQUIV ALENTS
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,870,911 2,458,151
Short-term bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 50,000
Cash and cash equivalents as stated in the
statement of cash flows and the statement 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/H11184,870,911 2,508,151
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-11 –


--- page 503 ---
II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE AND GROUP INFORMATION
The Company is a joint stock company with limited liability established in the People’s Republic of China
(hereinafter referred to as “PRC”). The registered office of the Company is located at No. 2508, Xinyang Road,
Haicang District, Xiamen. The Company’s A shares have been listed on the Shanghai Stock Exchange since 22
February 2017.
In the opinion of the directors, the controlling shareholder of the Company is Fujian Guoli Minsheng
Technology Development Co., Ltd. (ʮ̡).
During the three-month period ended 31 March 2025, the Company and its subsidiaries (together as the
“Group”) were mainly involved in the food procession, production and wholesaling.
2. ACCOUNTING POLICIES
2.1 Basis of Preparation
The interim condensed consolidated financial information for the three-month ended 31 March 2025 has been
prepared in accordance with IAS 34 Interim Financial Reporting . The interim condensed consolidated financial
information does not include all the information and disclosures required in the annual financial statements, and
should be read in conjunction with the Group’s consolidated financial statements for the years ended 31 December
2022, 2023 and 2024. The accounting policies adopted in the preparation of the interim condensed consolidated
financial information are consistent with those applied in the preparation of the Group’s consolidated financial
statements for the years ended 31 December 2022, 2023 and 2024.
2.2 Issued but not yet Effective IFRS Accounting Standards
The Group has not applied the following new and revised IFRS Accounting Standards, that have been issued
but are not yet effective, in this interim condensed consolidated financial information. The Group intends to apply
these new and revised IFRS Accounting 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/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/H1118Subsidiaries without Public Accountability: Disclosures 2
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118Amendments to the Classification and Measurement of
Financial Instruments 3
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118Contracts Referencing Nature-dependent Electricity 3
Amendments to IFRS 10 and IAS 28 /H1118/H1118Sale or Contribution of Assets between an Investor and its
Associate or Joint V enture 3
Annual Improvement to IFRS
Accounting Standards – V olume 11 /H1118/H1118
Amendments to IFRS 1, IFRS7, IFRS9, IFRS10 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
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-12 –


--- page 504 ---
Further information about those IFRS Accounting Standards that are expected to be applicable to the Group
is described below.
IFRS 18 replaces IAS 1 Presentation of Financial Statements . While a number of sections have been brought
forward from IAS 1 with limited changes, IFRS 18 introduces new requirements for presentation within the statement
of profit or loss, including specified totals and subtotals. Entities are required to classify all income and expenses
within the statement of profit or loss into one of the five categories: operating, investing, financing, income taxes and
discontinued operations and to present two new defined subtotals. It also requires disclosures about management-
defined performance measures in a single note and introduces enhanced requirements on the grouping (aggregation
and disaggregation) and the location of information in both the primary financial statements and the notes. Some
requirements previously included in IAS 1 are moved to IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors , which is renamed as IAS 8 Basis of Preparation of Financial Statements . As a consequence of the
issuance of IFRS 18, limited, but widely applicable, amendments are made to IAS 7 Statement of Cash Flows , IAS
33 Earnings per Share and IAS 34 Interim Financial Reporting . In addition, there are minor consequential
amendments to other IFRS Accounting Standards. IFRS 18 and the consequential amendments to other IFRS
Accounting Standards are effective for annual periods beginning on or after 1 January 2027 with earlier application
permitted. Retrospective application is required. The Group is currently analysing the new requirements and
assessing the impact of IFRS 18. The new standard is not expected to have any impact on the Group’s results of
operations and financial position but has impact on the presentation and disclosure of the Group’s financial
statements.
IFRS 19 allows eligible entities to elect to apply reduced disclosure requirements while still applying the
recognition, measurement and presentation requirements in other IFRS Accounting Standards. To be eligible, at the
end of the reporting period, an entity must be a subsidiary as defined in IFRS 10 Consolidated Financial Statements ,
cannot have public accountability and must have a parent (ultimate or intermediate) that prepares consolidated
financial statements available for public use which comply with IFRS Accounting Standards. Earlier application is
permitted. As the Company is a listed company, it is not eligible to elect to apply IFRS 19. Some of the Company’s
subsidiaries are considering the application of IFRS 19 in their specified financial statements.
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial
Instruments clarify the date on which a financial asset or financial liability is derecognised and introduce an
accounting policy option to derecognise a financial liability that is settled through an electronic payment system
before the settlement date if specified criteria are met. The amendments clarify how to assess the contractual cash
flow characteristics of financial assets with environmental, social and governance and other similar contingent
features. Moreover, the amendments clarify the requirements for classifying financial assets with non-recourse
features and contractually linked instruments. The amendments also include additional disclosures for investments
in equity instruments designated at fair value through other comprehensive income and financial instruments with
contingent features. The amendments shall be applied retrospectively with an adjustment to opening retained profits
(or other component of equity) at the initial application date. Prior periods are not required to be restated and can
only be restated without the use of hindsight. Earlier application of either all the amendments at the same time or
only the amendments related to the classification of financial assets is permitted. The amendments are not expected
to have any significant impact on the Group’s financial statements.
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity clarify the application
of the “own-use” requirements for in-scope contracts and amend the designation requirements for a hedged item in
a cash flow hedging relationship for in-scope contracts. The amendments also include additional disclosures that
enable users of financial statements to understand the effects these contracts have on an entity’s financial
performance and future cash flows. The amendments relating to the own-use exception shall be applied
retrospectively. Prior periods are not required to be restated and can only be restated without the use of hindsight.
The amendments relating to the hedge accounting shall be applied prospectively to new hedging relationships
designated on or after the date of initial application. Earlier application is permitted. The amendments to IFRS 9 and
IFRS 7 shall be applied at the same time. The amendments are not expected to have any significant impact on the
Group’s financial statements.
Amendments to IFRS 10 and IAS 28 address an inconsistency between the requirements in IFRS 10 and in IAS
28 in dealing with the sale or contribution of assets between an investor and its associate or joint venture.
The amendments require a full recognition of a gain or loss resulting from a downstream transaction when the
sale or contribution of assets constitutes a business. For a transaction involving assets that do not constitute a
business, a gain or loss resulting from the transaction is recognised in the investor’s profit or loss only to the extent
of the unrelated investor’s interest in that associate or joint venture. The amendments are to be applied prospectively.
The previous mandatory effective date of amendments to IFRS 10 and IAS 28 was removed by the IASB. However,
the amendments are available for adoption now.
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-13 –


--- page 505 ---
Annual Improvements to IFRS Accounting Standards — V olume 11 set out amendments to IFRS 1, IFRS 7 (and
the accompanying Guidance on implementing IFRS 7), IFRS 9, IFRS 10 and IAS 7. Details of the amendments that
are expected to be applicable to the Group are as follows:
IFRS 7 Financial Instruments: Disclosures : The amendments have updated certain wording in paragraph B38
of IFRS 7 and paragraphs IG1, IG14 and IG20B of the Guidance on implementing IFRS 7 for the purpose of
simplification or achieving consistency with other paragraphs in the standard and/or with the concepts and
terminology used in other standards. In addition, the amendments clarify that the Guidance on implementing IFRS
7 does not necessarily illustrate all the requirements in the referenced paragraphs of IFRS 7 nor does it create
additional requirements. Earlier application is permitted. The amendments are not expected to have any significant
impact on the Group’s financial statements.
IFRS 9 Financial Instruments : The amendments clarify that when a lessee has determined that a lease liability
has been extinguished in accordance with IFRS 9, the lessee is required to apply paragraph 3.3.3 of IFRS 9 and
recognise any resulting gain or loss in profit or loss. In addition, the amendments have updated certain wording in
paragraph 5.1.3 of IFRS 9 and Appendix A of IFRS 9 to remove potential confusion. Earlier application is permitted.
The amendments are not expected to have any significant impact on the Group’s financial statements.
IFRS 10 Consolidated Financial Statements : The amendments clarify that the relationship described in
paragraph B74 of IFRS 10 is just one example of various relationships that might exist between the investor and other
parties acting as de facto agents of the investor, which removes the inconsistency with the requirement in paragraph
B73 of IFRS 10. Earlier application is permitted. The amendments are not expected to have any significant impact
on the Group’s financial statements.
IAS 7 Statement of Cash Flows : The amendments replace the term “cost method” with “at cost” in paragraph
37 of IAS 7 following the prior deletion of the definition of “cost method”. Earlier application is permitted. The
amendments are not expected to have any impact on the Group’s financial statements.
3. OPERATING SEGMENT INFORMATION
The Group manages its businesses as a whole by the most senior executive management for the purposes of
resource allocation and performance assessment. The Group’s chief operating decision maker is the chief executive
officer of the Group who reviews the Group’s consolidated results of operations for the purpose of making decisions
about resource allocation and performance assessment. Accordingly, no reportable segment information is presented.
Geographical information
Since over 99% of the Group’s revenue and operating profits are derived from customers based in Mainland
China and over 99% of the Group’s identifiable assets and liabilities are in Mainland China, no further geographical
information in accordance with IFRS 8 Operating Segments is presented.
Information about major customers
No sales to a single customer accounted for 10% or more of the Group’s revenue during the three months ended
31 March 2024 and 2025.
4. REVENUE
An analysis of revenue is as follows:
For the three months ended 31 March
2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Revenue from contracts with customers
Sale of food 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/H11183,722,778 3,581,404
Timing of revenue recognition
Goods are satisfied at a point in time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,722,778 3,581,404
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-14 –


--- page 506 ---
Performance obligations
Information about the Group’s performance obligations is summarised below:
Sale of food products
The performance obligation is satisfied when control of the food products is transferred to the customers and
payment is generally due within 60 days from delivery, except for new customers, where payment in advance is
normally required. Some contracts provide customers with volume rebates which gives rise to variable consideration.
The Group has no revenue contract that has an original expected duration of more than one year. Thus,
management applied practical expedient under IFRS15 and did not disclose the aggregate amount of the transaction
price allocated to the performance obligation that are unsatisfied or partially satisfied as of the end of 31 March 2024
and 2025.
5. OTHER INCOME AND GAINS, NET
For the three months ended 31 March
2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Other income
Government grants related to
– income (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/H111813,428 43,192
– assets (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/H11184,092 5,571
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/H111820,353 6,980
Income from sales of scrap, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,439 2,649
Total other 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/H111841,312 58,392
Gains, net
Foreign exchange gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–4 7
Unrealised fair value gains on 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/H11184,655 10,687
Gain on 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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,061 7,504
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/H11182,547 1,142
Total gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,263 19,380
Total other income and gains, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850,575 77,772
(i) The government grants related to income have been received to reward for the Group’s contribution to
the local economic growth. These grants related to income are recognised in the interim condensed
consolidated statement of profit or loss upon receipt of these rewards and the related conditions
associated with the rewards, if any, are met. There are no unfulfilled conditions or other contingencies
attaching to these grants.
(ii) The Group has received certain government grants related to the investments in production plants and
related to income. The grants related to assets were net off the book value of related assets or recognised
in the interim condensed consolidated statement of profit or loss over the useful lives of relevant assets.
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-15 –


--- page 507 ---
6. OTHER EXPENSE
For the three months ended 31 March
2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
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– 100
Foreign exchange losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118174 –
Loss on disposal of items of property, plant and equipment
and 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/H1118857 472
Bank charges /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118159 193
Impairment loss of non-financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
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/H1118135 148
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/H11181,325 913
7. FINANCE COST
For the three months ended 31 March
2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Interest on bank and other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,043 1,721
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/H111845 322
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/H11182,088 2,043
8. PROFIT BEFORE TAX
The Group’s profit before tax is arrived at after charging/(crediting):
For the three months ended 31 March
Notes 2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Cost of goods sold /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,180,336 2,053,802
Depreciation of property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118 105,401 127,726
Depreciation of right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,602 3,841
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845 322
Lease payments not included in the measurement of
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/H11186,170 4,159
Amortisation of other intangible assets* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,983 10,080
Employee benefit expense (including directors’,
chief executive’s and supervisors’ remuneration):
Wages and salaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118327,038 307,267
Share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,203 12,871
Pension scheme contributions, social welfare and other
welfare** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,760 59,458
Other employee benefits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,463 21,717
Research and development cost*** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,687 19,102
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 566
Reversal of impairment on financial assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,581) (6,891)
Impairment of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 10,319 10,052
Auditor’s remuneration /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118129 316
Loss on disposal of items of property, plant and
equipment and right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118857 472
Government grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (17,520) (48,763)
Foreign exchange differences, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185/6 174 (47)
Bank interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (20,353) (6,980)
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/H11182,088 2,043
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-16 –


--- page 508 ---
* The amortisation of other intangible assets is included in administrative expenses and selling and
distribution expenses in the interim condensed consolidated statement of profit or loss.
** There are no forfeited contributions that may be used by the Group as the employer to reduce the
existing level of pension scheme contributions.
*** Research and development cost include expenses relating to depreciation of property, plant and
equipment, depreciation of right-of-use assets and staff costs, which are also included in the respective
total amounts disclosed separately above for each of these types of expenses.
9. INCOME TAX
For the three months ended 31 March
2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Current – PRC
Charge for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118154,182 121,387
Under provision in prior years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118390 –
Deferred 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(18,865) 4,700
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/H1118135,707 126,087
The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions
in which members of the Group are domiciled and operate.
PRC corporate 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.
Pursuant to an announcement [2021] No. 8 “The Announcement on the Implementation and Supporting of
Preferential Income Tax Policies for Small-scaled minimal profit enterprise and Individual Industrial and Commercial
Households Development” issued by MOF and National Tax Bureau on 7 April 2021, for Small-scaled minimal profit
enterprise with an annual taxable income below RMB1,000,000 (RMB1,000,000 included), the taxable income is
reduced by 12.5%, and the enterprise income tax is paid at the tax rate of 20%, the Small-scaled minimal profit
enterprise with an annual taxable income between RMB1,000,000 and RMB3,000,000 (RMB3,000,000 included) is
entitled to a preferential tax treatment with only 50% income taxable at the preferential EIT rate of 20%. Pursuant
to an announcement [2023] No. 12 “The Announcement on the Implementation of Preferential Income Tax Policies
for Small-scaled minimal profit enterprise and Individual Industrial and Commercial Households” issued by MOF
and National Tax Bureau on 2 August 2023, for Small-scaled minimal profit enterprise, the tax relief policy extended
to 12 December 2027. That is, for Small-scaled minimal profit enterprise whose annual taxable income does not
exceed RMB1,000,000, the taxable income is reduced by 12.5%, and the enterprise income tax is paid at the tax rate
of 20%, from 1 January 2024 to 31 March 2025. Certain subsidiaries which meet the criteria of “Small-scaled
minimal profit enterprise” are eligible for preferential tax rate of 20%.
Pursuant to an announcement [2020] 560 issued by Sichuan Economic and Information Technology Industry
Development and Regulation Bureau, the main business of the company’s subsidiary, Sichuan Anjoy Foods Co., Ltd.
is in line with the encouraged industries in the “Guiding Catalogue for Industrial Structure Adjustment (2019
Edition)”, allowing it to enjoy a reduced enterprise income tax rate of 15%.
Pursuant to the Regulations for the Implementation of the Enterprise Income Tax Law of the People’s Republic
of China, the income from the agricultural products processing projects of the company’s subsidiaries Hubei Anrun
Foods Co., Ltd., Honghu Xinhongye Food Co., Ltd., Hubei New Liuwu Foodstuff Group Co., Ltd., and the subsidiary
companies Honghu Hongye Eco-agriculture Co., Ltd., Qianjiang New Liuwu Food Technology Co., Ltd., and Hubei
Songlin Biological Feed Co., Ltd. are exempted from enterprise income tax.
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-17 –


--- page 509 ---
HK profit tax
No Hong Kong profit tax has been provided for the subsidiary incorporated in Hong Kong as no assessable
profits have been generated in Hong Kong during the period ended 31 March 2024 and 2025.
UK corporation tax
From 1 April 2023, the corporation tax main rate for non-ring fence profits increased to 25% for profits above
GBP250,000. A small profits rate of 19% was also applicable to the companies with profits of GBP50,000 or less.
Companies with profits between GBP50,000 and GBP250,000 will pay tax at the main rate, reduced by a marginal
relief. Certain subsidiaries of the Group are the qualifying entities under the UK corporation tax rates regime.
The Group is within the scope of the Pillar Two model rules published by the Organization for Economic
Co-operation and Development. While Hong Kong is in the process of seeking consultation on the implementation
of the global minimum tax and domestic minimum top-up tax, it is expected that the new regime will come into effect
for the Group’s financial year beginning on January 1, 2025. Of the jurisdictions in which Oriental Food Express
Limited operates, UK enacted Pillar Two legislation which is effective and is applicable to the Group for the year
beginning on January 1, 2024, The Group has undertaken a preliminary assessment of the Pillar Two tax implications
for the jurisdictions in which the Group operates and have enacted Pillar Two legislation. Based on the preliminary
assessment and current financials, the Group does not expect to have any material Pillar Two exposure (including
current tax) arising in these jurisdictions during the three months ended 31 March 2025. The Group has also applied
the Amendments to IAS 12, “International Tax Reform — Pillar Two Model Rules”, temporary mandatory exception
to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
10. DIVIDENDS
No proposed final dividend and interim dividend were declared during the three months ended 31 March 2024
and 2025.
11. EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
The calculation of the basic earnings per share amount is based on the profit for the period attributable to
owners of the parent and the weighted average number of ordinary shares of 292,264,000 and 292,133,000
outstanding during the three months ended 31 March 2024 and 2025, respectively.
(a) Basic
For the three months ended 31 March
2024 2025
(Unaudited) (Unaudited)
Profit attributable to owners of the parent (RMB’000) /H1118/H1118/H1118/H1118/H1118438,408 394,524
Weighted average number of ordinary shares used in the basic
earnings per share calculation (’000) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118292,264 292,133
Basic earnings per share (RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.50 1.35
(b) Diluted
The calculation of the diluted earnings per share amount is based on the profit for the period attributable to
ordinary equity holders of the parent. The weighted average number of ordinary shares used in the calculation is the
number of ordinary shares in issue during the period, as used in the basic earnings per share calculation. No
adjustment has been made to the basic earnings per share amounts presented for the periods ended 31 March 2024
and 2025 in respect of a dilution as the impact of the share options outstanding had an anti-dilutive effect on the basic
earnings per share amounts presented.
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-18 –


--- page 510 ---
12. PROPERTY, PLANT AND EQUIPMENT
During the three months ended 31 March 2025, the Group acquired assets with a cost of RMB141,915,000
excluding property, plant and equipment acquired through properties under construction (for the three months ended
31 March 2024: RMB146,566,000, excluding property, plant and equipment acquired through properties under
construction).
Asset with a net book value of RMB1,773,000 were disposed by the Group during the three months ended 31
March 2025 (for the three months ended 31 March 2024: RMB1,917,000), resulting in a net loss on disposal of
RMB472,000 (net loss for the three months ended 31 March 2024: RMB857,000).
13. INVENTORIES
As at
31 December 2024
As at
31 March 2025
RMB’000 RMB’000
(Unaudited)
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,060,604 1,023,512
Work in progress /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,480 6,385
Semi-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/H1118254,668 303,763
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/H11181,116,365 928,883
Goods 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/H1118/H1118/H1118/H1118/H1118/H1118869,742 557,915
Provision for impairment of inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(21,221) (19,224)
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/H11183,284,638 2,801,234
For the three months ended 31 March 2024 and 2025, the impairment of inventories recognised in cost of sales
amounted to RMB10,319,000 and RMB10,052,000, respectively.
14. TRADE AND BILLS RECEIV ABLES
As at
31 December 2024
As at
31 March 2025
RMB’000 RMB’000
(Unaudited)
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/H1118671,913 480,853
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(45,786) (38,726)
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/H1118626,127 442,127
The Group’s trading terms with its customers are mainly on credit, except for new customers, where payment
in advance is normally required. The credit period is generally one month. Each customer has a maximum credit limit.
The Group seeks to maintain strict control over its outstanding receivables and has a credit control department to
minimise credit risk. Overdue balances are reviewed regularly by senior management. In view of the aforementioned
and the fact that the Group’s trade receivables relate to a large number of 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. Trade receivables are non-interest-bearing.
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-19 –


--- page 511 ---
An ageing analysis of the trade and bills receivables as at 31 March 2024 and 2025, based on the invoice date
and net of loss allowance, is as follows:
As at
31 December 2024
As at
31 March 2025
RMB’000 RMB’000
(Unaudited)
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118616,633 425,554
1 to 2 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,183 16,259
2 to 3 years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118311 314
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/H1118626,127 442,127
15. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
As at
31 December 2024
As at
31 March 2025
RMB’000 RMB’000
(Unaudited)
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/H111864,891 73,897
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,878 8,235
Dividend receivable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,462
Corporate income tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,893 5,864
V alue added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118248,421 199,023
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/H111816,869 36,308
342,952 327,789
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(3,525) (3,714)
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/H1118339,427 324,075
The Group has applied the general approach to providing impairment for ECLs prescribed by IFRS 9, which
permits either 12-month expected credit losses or lifetime expected credit losses, depending on whether there has
been a significant increase in credit risk since initial recognition.
An impairment analysis is performed at the end of the reporting period to measure expected credit losses. The
provision rates are based on days past due for groupings of various customer segments with similar loss patterns. The
calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable
information that is available at the reporting date about past events, current conditions and forecasts of future
economic conditions.
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 2024 and 31 March 2025, the loss allowance was assessed to
be minimal.
16. CASH AND CASH EQUIV ALENTS AND RESTRICTED CASH AND TIME DEPOSITS
As at
31 December 2024
As at
31 March 2025
RMB’000 RMB’000
(Unaudited)
Cash on hand and cash at bank /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,228,322 2,458,151
Short-term bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 50,000
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/H11182,228,322 2,508,151
Time deposits with original maturities over three months /H1118/H1118/H1118/H1118 533,511 249,675
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/H111817,315 18,752
Restricted cash and time deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118550,826 268,427
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-20 –


--- page 512 ---
The cash and cash equivalents and restricted cash and time deposits are denominated in the following
currencies:
As at
31 December 2024
As at
31 March 2025
RMB’000 RMB’000
(Unaudited)
Cash and cash equivalents 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/H11182,200,315 2,481,511
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/H11182,981 1,775
HKD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,664 1,644
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,547 2,518
GBP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,815 20,703
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/H11182,228,322 2,508,151
Restricted cash and time deposits
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/H1118550,826 268,427
GBP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
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/H1118550,826 268,427
Cash and cash equivalents earn interest at floating rates based on daily bank deposit rates. The term of the bank
deposit is within one year, depending on the cash management of the Group. The bank balances and deposits are
deposited with creditworthy banks with no recent history of default. The carrying amounts of the cash and cash
equivalents approximate to their fair values.
Restricted cash of RMB17,315,000 and of RMB18,752,000 at 31 December 2024 and 31 March 2025,
respectively was reserved for bank acceptance guarantees in accordance with relevant regulations issued by Ministry
of Commerce of PRC.
The RMB is not freely convertible into other currencies, however, under the 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.
17. TRADE AND BILLS PAYABLES
An ageing analysis of the trade and bills payables as at 31 March 2024 and 2025, based on the invoice date,
is as follows:
As at
31 December 2024
As at
31 March 2025
RMB’000 RMB’000
(Unaudited)
Within 1 year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,375,078 950,958
Over 1 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/H11184,632 3,969
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/H11181,379,710 954,927
Trade payables are non-interest-bearing and normally settled within 60 days.
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-21 –


--- page 513 ---
18. INTEREST-BEARING BANK AND OTHER BORROWINGS
As at 31 December As at 31 March
2024 2025
Effective
interest rate
(%) Maturity RMB’000
Effective
interest rate
(%) Maturity RMB’000
(Unaudited)
Current
Bank loans – secured /H1118/H1118/H11183.45 2025 70,072 3.00-3.45 2025-2026 120,113
Bank loans – unsecured /H1118 2.90-3.45 2025 41,043 3.00 2026 155,119
Current portion of long
term bank loans –
unsecured /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.69 2025 98 0–––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,095 275,232
Non-current
Bank loans – unsecured /H1118 1.69 2026 49 0–––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118490 –
The carrying amounts of borrowings are denominated in the following currencies:
As at
31 December 2024
As at
31 March 2025
RMB’000 RMB’000
(Unaudited)
Current
Bank loans – secured
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/H111870,072 120,113
Bank loans – unsecured
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/H111841,043 155,119
Current portion of long term bank loans – unsecured
GBP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118980 –
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/H1118112,095 275,232
Non-current
Bank loans – unsecured
GBP /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118490 –
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/H1118490 –
As at
31 December 2024
As at
31 March 2025
RMB’000 RMB’000
(Unaudited)
Analysed into:
Bank loans and overdrafts repayable:
Within one year or on demand /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118112,095 275,232
In the second 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/H1118490 –
In the third to four years, inclusive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
Beyond four years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
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/H1118112,585 275,232
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-22 –


--- page 514 ---
As at 31 December 2024, the Group’s secured bank borrowings of RMB70,072,000 were secured by plant and
equipment and right-of use assets with the carrying amount of RMB125,068,000 and RMB43,547,000, respectively.
As at 31 March 2025, the Group’s secured bank borrowings of RMB120,113,000 were secured by plant and
equipment and right-of use assets with the carrying amount of RMB152,481,000 and RMB43,230,000, respectively.
19. SHARE CAPITAL
Shares
As at
31 December 2024
As at
31 March 2025
RMB’000 RMB’000
(Unaudited)
Issued and fully paid:
293,294,232 shares with nominal value of RMB1.00 each /H1118/H1118 293,294 293,294
20. SHARE-BASED PAYMENT
Share Option Schemes
The Company operates a share option scheme (the “Share Option Scheme”) for the purpose of providing
incentives and rewards to eligible participants who contribute to the success of the Group’s operations.
The Share Option Scheme was approved by 2023 second extraordinary general meeting on 13 October 2023.
The adjustments of participants, number of options, and exercise price were further approved by the Company’s board
of directors’ and board of supervisors’ meeting on 25 October 2023. The share option granted to the participants shall
be subject to various lock-up periods of 1 year, 2 years, 3 years after the date of grant. The share option held by the
participants shall be unlocked in three tranches in the proportions of 40%,30% and 30% of the total number of the
share option granted upon the expiry of each lock-up period.
The total number of share options granted was 11,395,000 shares for 1,458 participants with the exercise price
of RMB105.275 per share. On 7 December 2023, two participants forfeited the rights, and a total of 1,456 participants
were registered with 11,389,000 share options. The fair value of share option for employees and executives is
determined by an external valuer using the Black-Scholes formula. Since there are no cash settlement alternatives,
the Group accounts for the Share Option Scheme as an equity-settled share option scheme.
Share options do not confer rights on the holders to dividends or to vote at shareholders’ meetings.
On 25 October 2024, the Board of Directors of the Company approved the adjustment of the share option
scheme price due to the distribution of cash dividends. The grant price for the initial and reserved share option
scheme has been adjusted from RMB105.275 per share to RMB102.12 per share. The adjustment of the exercise price
of the share option scheme granted for the first time under this incentive plan will not have a material impact on the
Group’s financial condition and operations, nor will it harm the interests of the Company and its shareholders. It will
also not affect the continuation of the implementation of this incentive plan.
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-23 –


--- page 515 ---
The following share options were outstanding under the Share Option Scheme during the three months ended
31 March 2024 and 2025.
For the three months ended
31 March 2024
For the three months ended
31 March 2025
(Unaudited) (Unaudited)
Weighted average
exercise price
RMB per share
Number of options
’000
Weighted average
exercise price
RMB per share
Number of options
’000
At 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105.275 11,389 105.275 11,185
Forfeited during the period /H1118/H1118/H1118/H1118/H1118/H1118– – 102.120 (96)
At the end of the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105.275 11,389 102.120 11,089
The Group recognised share-based payment expenses of RMB28,203,000 and RMB12,871,000 in profit or loss
for the three months ended 31 March 2024 and 2025, respectively.
21. COMMITMENTS
The Group had the following contractual commitments at the year-end 2024 and three months ended 31 March
2025:
As at
31 December 2024
As at
31 March 2025
RMB’000 RMB’000
(Unaudited)
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/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118396,872 272,200
22. RELATED PARTY TRANSACTIONS
The Group had the following material transactions with related parties during the three months ended 31 March
2024 and 2025:
(a) Transactions with related parties:
For the three months ended 31 March
2024 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Sale of goods proceeds
Beihai Heyuan Foods Co., Ltd. (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,911 3,391
Purchase of goods
Beihai Heyuan Foods Co., Ltd. (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,294 79,656
(i) Beihai Heyuan has been identified as a related party of the Group since November 2023. Honghu
Xinhongye Food Co., Ltd., a subsidiary of the Company held 19% equity of Beihai Heyuan Foods Co.,
Ltd. since its formation in November 2022 with significant influence. Then, Xiaohuabin (a key
management personnel of the Group), the legal person, director and general manager of Honghu
Xinhongye Food Co., Ltd which held the rest of 10% equity. Taking a role of chairman of Beihai Heyuan
since November 2023.
The sales to the related parties were made according to the published prices and conditions offered to
the major customers. The purchases from the related parties were conducted in the ordinary course of
business and based on commercial terms mutually agreed by the counterparties.
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-24 –


--- page 516 ---
(b) Compensation of key management personnel of the Group
For the three months
ended 31 March 2024
For the three months
ended 31 March 2025
RMB’000 RMB’000
(Unaudited) (Unaudited)
Salaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,278 1,730
Performance-related bonuses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,803 7,719
Pension scheme contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 20
Equity-settled share-based payment expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118199 79
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/H11188,295 9,548
(c) Outstanding balances with related parties
As at
31 December 2024
As at
31 March 2025
RMB’000 RMB’000
(Unaudited)
Trade payables
Beihai Heyuan Foods Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,349 8,507
Other payables
Beihai Heyuan Foods Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118100 100
Trade receivables
Beihai Heyuan Foods Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,353
Amounts due to a related party were trade in nature, unsecured, interest-free and repayable within 15 days.
23. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of the Group’s financial instruments, other than those with carrying
amounts that reasonably approximate to fair values, are as follows:
Carrying amounts Fair values
As at
31 December
2024
As at
31 March 2025
As at
31 December
2024
As at
31 March 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited) (Unaudited)
Financial assets
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,321,233 3,452,489 3,321,233 3,452,489
Financial liabilities
Interest-bearing bank loans /H1118/H1118/H1118/H1118/H1118/H1118490 – 471 –
Management has assessed that the fair values of cash and cash equivalents, restricted cash and time deposits,
trade receivables, financial assets included in prepayments, other receivables and other assets, current 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 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.
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-25 –


--- page 517 ---
The fair values of the non-current interest-bearing bank borrowings have been calculated by discounting the
expected future cash flows using rates currently available for instruments with similar terms, credit risk and
remaining maturities. The changes in fair value as a result of the Group’s own non-performance risk for
interest-bearing bank borrowings as at 31 December 2024 and 31 March 2025, were assessed to be insignificant.
The fair values of wealth management products included in financial assets at fair value through profit or loss
have been estimated using a discounted cash flow valuation model based on the market interest rates of instruments
with similar terms and risks.
The Group’s corporate finance team is responsible for determining the policies and procedures for the fair
value management of financial instruments. The corporate finance team reports directly to the chief financial officer
and the board of directors. At each reporting date, the corporate finance team 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.
Fair value hierarchy
The following tables illustrate 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
Significant
observable inputs
Significant
unobservable
inputs
(Level 1) (Level 2) (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
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– 3,321,233 – 3,321,233
As at 31 March 2025 (Unaudited)
Financial assets at fair value through
profit or loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,452,489 – 3,452,489
During the reporting period, there were no transfers of fair value measurements between Level 1 and
Level 2 and no transfers into or out of Level 3.
Liabilities for which fair values are disclosed:
Fair value measurement using
Quoted prices in
active markets
Significant
observable inputs
Significant
unobservable
inputs
(Level 1) (Level 2) (Level 3) Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 31 December 2024
Interest-bearing bank borrowings /H1118/H1118/H1118 – 471 – 471
As at 31 March 2025 (Unaudited)
Interest-bearing bank borrowings /H1118/H1118/H1118 ––––
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-26 –


--- page 518 ---
24. EVENTS AFTER THE REPORTING PERIOD
(a) The Company entered into a share purchase agreement on March 12, 2025 to purchase 70% of shares
of Jiangsu Ding Wei Tai Food Co., Ltd. (“Ding Wei Tai”) from a group of ten selling shareholders of
Ding Wei Tai (the “Sellers”).
The total consideration for the acquisition is RMB444,500,000, subject to adjustment by applying the
P/E ratio of 11.40 in the event that the audited net profits of Ding Wei Tai would be less than
RMB55,700,000, which was determined through arms’ length negotiations with the Sellers with
reference to the valuation of Ding Wei Tai. Upon the completion of the acquisition, Ding Wei Tai will
be held as to 70%, 23.09% and 6.91% by our Company, Shanghai Hai Xue Run and Laikar Consulting,
respectively, and will become our subsidiary.
The Directors of the Company believe that the acquisition will further complement and improve sales
channels and enrich existing product mix, thereby further consolidating the leading position in the
quick-frozen food industry in China. The acquisition will also help to expand the business into overseas
markets and quick-frozen bakery products segment and strengthen the strategic alliance with companies
whose business and growth strategies are complementary to those of the Company. The Directors
consider that the terms of the acquisition are on normal commercial terms, fair and reasonable and in
the interest of the Company and the shareholders as a whole.
(b) On 29 April 2025, the Company announced the final dividends of RMB296,515,000 for the year ended
31 December 2024.
APPENDIX IA UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
– IA-27 –


--- page 519 ---
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 herein for information purpose 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 has been prepared in accordance with Rule 4.29 of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited and with reference to
Accounting Guideline 7 Preparation of Pro Forma Financial Information for inclusion in
Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants for
illustration purposes only, and is set out here to illustrate the effect of the Global Offering on
the consolidated net tangible assets of the Group attributable to owners of the Company as of
31 December 2024 as if the Global Offering had taken place on 31 December 2024.
The unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group has been prepared for illustrative purposes only and because of its hypothetical nature,
it may not 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 of 31 December 2024
or any future dates.
Consolidated net
tangible assets of
the Group
attributable to
owners of the
Company as at
31 December 2024
Estimated net
proceeds from
the Global
Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets of
the Group
attributable to
owners of the
Company as at
31 December 2024
Unaudited pro forma
adjusted consolidated net
tangible assets of the Group
attributable to owners of
the Company per share as
at 31 December 2024
RMB’000 RMB’000 RMB’000 RMB HK$
(note 1) (note 2) (note 3) (note 4)
Based on an Offer Price of
HK$66.00 per Share /H1118/H1118/H111811,944,401 2,282,820 14,227,221 42.69 46.68
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 520 ---
Notes:
1. The consolidated net tangible assets of the Group attributable to owners of the Company as at 31 December
2024 is based on consolidated net assets of the Group attributable to owners of the Company as at 31 December
2024 of approximately RMB12,952,529,000, after netting off other intangible assets of the Group as at 31
December 2024 of approximately RMB268,999,000 and goodwill of the Group as at 31 December 2024 of
approximately RMB739,129,000, 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 estimated offer prices of HK$66.00 per
Share, after deduction of underwriting fees and other listing related expenses payable by the Company
(excluding listing expenses which have been recognised in profit or loss during the Track Record Period) and
do not take into account any share which may be sold and offered upon exercise of the Over-allotment Option.
3. The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the
Company per Share are arrived at after adjustments referred to note 2 above and on the basis that 333,288,932
shares are in issue, assuming that the Global Offering had been completed on 31 December 2024, 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 statement of adjusted consolidated net tangible assets, the balances
stated in Renminbi are converted into Hong Kong dollars at an exchange rate of HK$1 to RMB0.91457. 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. The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the
Company as shown on page II-1 have not been adjusted to illustrate the effect of the following:
In March 2025, the Company entered into a share purchase agreement to purchase 70% of shares of Ding Wei
Tai with the total consideration of RMB444,500,000, subject to adjustment by applying the P/E ratio of 11.40
in the event that the audited net profits of Ding Wei Tai would be less than RMB55,700,000. In April 2025,
the Company announced a dividend of RMB296,515,000 to the existing shareholders prior to the Listing based
on the Company’s retained profits as of 31 December 2024. Had the acquisition of Ding Wei Tai been
completed and the payment of the dividend been made on 31 December 2024, on the assumption that the fair
value of Ding Wei Tai’s identifiable net tangible assets approximated to the carrying value as at 31 December
2024 and the total consideration amounted to RMB444,500,000, the unaudited pro forma adjusted consolidated
net tangible assets of the Group would decrease from RMB14,227,221,000 to RMB13,753,251,000 based on
Offer Price of HK$66.00 per Share, and the unaudited pro forma adjusted consolidated net tangible assets of
the Group attributable to owners of the Company as at 31 December 2024 per Share would be RMB41.27
(equivalent to HK$45.13) based on a maximum Offer Price of HK$66.00 per Share. Except for the information
as disclosed above, no other adjustments have been made to the unaudited pro forma adjusted consolidated net
tangible assets. These amounts are converted from Renminbi to Hong Kong dollars or Hong Kong dollars to
Renminbi at an exchange rate of HK$1 to RMB0.91457. No representation is made that Renminbi/Hong Kong
dollars amount have been, could have been or may be converted to Hong Kong dollars/Renminbi at that rate
or at all.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 521 ---
The following is the text of a report set out on pages II-3 to II-5, received from the
Company’ s reporting accountants, Ernst & Young, Certified Public Accountants, Hong Kong,
for the purpose of incorporation in this prospectus, in respect of the pro forma financial
information of the Group.
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF PRO FORMA FINANCIAL INFORMATION
⭰㰟㛪姯⸒Ṳ⋀㈧
榀㸖毩歁㵳勘䙮怺 979噆
⤑⏋✱ᷧ⺎27㧺
Tel 曢婘: +852 2846 9888
Fax ₚ䜆: +852 2868 4432
ey.com
Ernst & Young
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hon
g Kong
To the Directors of Anjoy Foods Group Co., Ltd.
We have completed our assurance engagement to report on the compilation of pro forma
financial information of Anjoy Foods 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 pro forma financial information consists of the
pro forma consolidated net tangible assets as at 31 December 2024, and related notes as set out
on pages II-1 to II-2 of the prospectus dated 25 June 2025 issued by the Company (the “Pro
Forma Financial Information”). The applicable criteria on the basis of which the Directors have
compiled the Pro Forma Financial Information are described in pages II-1 to II-2 to the
prospectus.
The Pro Forma Financial Information has been compiled by the Directors to illustrate the
impact of the global offering of shares of the Company on the Group’s financial position as at
31 December 2024 as if the transaction had taken place at 31 December 2024. 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 31 December 2024, on which an
accountants’ report has been published.
Directors’ responsibility for the Pro Forma Financial Information
The Directors are responsible for compiling the Pro Forma Financial Information in
accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting
Guideline Preparation of Pro Forma Financial Information for Inclusion in Investment
Circulars (“AG 7”) issued by the Hong Kong Institute of Certified Public Accountants (the
“HKICPA”).
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 522 ---
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 Pro Forma Financial Information and to report our opinion to you. We do
not accept any responsibility for any reports previously given by us on any financial
information used in the compilation of the Pro Forma Financial Information beyond that owed
to those to whom those reports were addressed by us at the dates of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus issued by the HKICPA. This standard requires
that the reporting accountants plan and perform procedures to obtain reasonable assurance
about whether the Directors have compiled the Pro Forma Financial Information in accordance
with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.
For 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 Pro Forma
Financial Information, nor have we, in the course of this engagement, performed an audit or
review of the financial information used in compiling the Pro Forma Financial Information.
The purpose of the 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 523 ---
A reasonable assurance engagement to report on whether the Pro Forma Financial
Information has been properly compiled on the basis of the applicable criteria involves
performing procedures to assess whether the applicable criteria used by the Directors in the
compilation of the Pro Forma Financial Information provide a reasonable basis for presenting
the significant effects directly attributable to the transaction, and to obtain sufficient
appropriate evidence about whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
 the Pro Forma Financial Information reflects the proper application of those
adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgment, having regard to
the reporting accountants’ understanding of the nature of the Group, the transaction in respect
of which the Pro Forma Financial Information has been compiled, and other relevant
engagement circumstances.
The engagement also involves evaluating the overall presentation of the Pro Forma
Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion:
(a) the Pro Forma Financial Information has been properly compiled on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purpose of the Pro Forma Financial
Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
Ernst & Y oung
Certified Public Accountants
Hong Kong
25 June 2025
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 524 ---
This Appendix mainly provides investors with an overview of the Articles of Association.
As the following information is in summary form, it does not contain all the information that
may be important to investors.
SHARES AND REGISTERED CAPITAL
The shares of the Company shall be issued in an open, fair and equal manner. Each share
of the same class shall rank pari passu with each other. Shares of a class in each issuance shall
be issued under the same terms and at the same price. Each of the shares shall be subscribed
for at the same price by any subscriber.
INCREASE, DECREASE, REPURCHASE AND TRANSFER OF SHARES
Increase and Decrease of Shares
According to the operation and development needs of the Company, subject to the laws,
regulations and the Articles of Association, the Company may increase the capital by the
following ways upon approval of resolutions at the Shareholders’ meeting:
(1) public issuance of shares;
(2) non-public issuance of shares;
(3) allotment of new shares or distribution of bonus shares to existing Shareholders;
(4) the conversion of reserve funds into share capital;
(5) other methods approved by the securities regulatory authorities where the
company’s stocks are listed, as stipulated by laws, administrative regulations.
When the Company issues convertible corporate bonds, the issuance, conversion
procedures and arrangements of the convertible corporate bonds, as well as the changes in the
Company’s share capital resulting from the conversion, shall be handled in accordance with the
provisions of national laws, administrative regulations, departmental rules, and other
documents, as well as the terms set forth in the Company’s convertible corporate bond
prospectus.
For the Company to increase capital by issuing new shares, after approval in accordance
with the provisions of the Articles of Association., the procedures stipulated by the relevant
laws, administrative regulations, departmental rules, normative documents, and the listing
rules of the stock exchange where the Company’s shares are listed shall be followed.
The Company may reduce its registered capital. When reducing its registered capital, the
Company shall follow the procedures stipulated by the PRC Company Law, as well as other
relevant regulations and the provisions of the Articles of Association.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-1 –


--- page 525 ---
Repurchase of Shares
The Company may, in accordance with the provisions of laws, administrative regulations,
departmental rules, and the Articles of Association, repurchase its own shares under the
following circumstances:
(1) reducing the Company’s registered capital;
(2) merging with other companies holding the Company’s shares;
(3) using the shares as an employee stock ownership plan or equity incentive plan;
(4) purchasing its shares from Shareholders who have voted against the resolutions on
the merger or division of the Company at a Shareholders’ meeting upon their
request;
(5) use of shares for conversion of convertible corporate bonds issued by the Company;
(6) necessary for the Company to maintain its value and protect the interests of the
Shareholders;
(7) other circumstances permitted by laws, administrative regulations, departmental
rules, and regulatory rules of the stock exchange where the Company’s shares are
listed.
Except for the aforesaid circumstances, the Company shall not repurchase its own shares.
A resolution shall be passed at the Shareholders’ meeting when the Company is to
repurchase its own shares under the circumstances (1) and (2) set out above. In case of the
circumstances stipulated in (3), (5), and (6) above, a resolution of the Company’s Board shall
be passed by at least two-thirds of the Directors attending the Board meeting provided that it
complies with the securities regulatory rules of the stock exchange where the company’s shares
are listed.
After the Company has repurchased its own shares in accordance with the circumstances
hereof, the shares so repurchased under the circumstance set out in (1) above shall be canceled
within ten days from the date of purchase; the shares so repurchased under the circumstance
set out in (2) or (4) above shall be transferred or canceled within six months; and the shares
held in total by the Company after the repurchase under any of the circumstances set out in (3),
(5) or (6) above shall not exceed 10% of the Company’s total issued shares, and such shares
shall be transferred or canceled within three years.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-2 –


--- page 526 ---
Transfer of Shares
The Company’s shares can be transferred according to the law. All transfers of H Shares
shall be effected by instruments of transfer in writing in a general or common form or in any
other form acceptable to the Board of Directors, including the standard transfer form or form
of transfer specified by the Hong Kong Stock Exchange from time to time. The instruments of
transfer may be signed by hand only or (where the transferor or transferee is a corporation)
stamped with the corporation’s chop. If the transferor or transferee is a recognized clearing
house as defined by the relevant provisions that come into effect from time to time according
to the laws of Hong Kong or its nominee, the instruments of transfer may be signed by hand
or in a machine imprinted format. All instruments of transfer shall be deposited with the legal
address of the Company or such places as the Board of Directors may designate from time to
time.
The shares issued by the Company before the public offering of A-shares shall not be
transferred within one year from the date of listing and trading of the Company’s stocks on the
stock exchange. If laws, administrative regulations, or the State Council’s securities regulatory
authority has other provisions regarding the transfer of shares held by the Company’s
Shareholders or actual controllers, those provisions shall prevail.
The Directors, Supervisors and senior management of the Company shall notify the
Company of their holdings of shares in the Company and the changes therein. The annual
transfer of shares during the term of office as determined at the time of their assumption of
office shall not exceed 25% of their total holdings of shares of the Company. The shares of the
Company held by them shall not be transferred within one year from the date on which the
Company’s shares are listed for trading. The shares in the Company held by them shall not be
transferred within half a year from their departure from the Company. Where the listing rules
of the place where the Company’s shares are listed provide otherwise in respect of the
restrictions on the transfer of overseas listed shares, such rules shall prevail. If the shares are
pledged within the restricted transfer period stipulated by laws and administrative regulations,
the pledgee may not exercise the pledge right within such restricted transfer period. Holding
Company stocks on behalf of others in violation of laws or administrative regulations is
prohibited.
SHAREHOLDERS AND SHAREHOLDERS’ MEETINGS
Shareholders
The Company shall establish a register of Shareholders based on the certificates provided
by the securities registration authority and the register of Shareholders is sufficient evidence
to prove that the 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. Any Shareholder
registered on the register of Shareholders or any person who requests to have his or her name
(or title) registered on the register of Shareholders may, if his or her shares (i.e., the “original
shares”) are lost, apply to the Company for the reissuance of new share certificates in respect
of such shares (i.e., the “relevant shares”). In the case of overseas-listed foreign share investors
who have lost their share certificates and apply for reissuance, the matter may be dealt with in
accordance with the laws of the jurisdiction where the original register of overseas-listed
foreign shareholders is maintained, the rules of the relevant securities exchange, or any other
applicable regulations.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-3 –


--- page 527 ---
Shareholders of the Company enjoy the following rights:
(1) to receive dividends and other forms of interest distributions in proportion to the
shares they hold;
(2) to file a petition of, to convene, hold and attend the Shareholders’ meetings either
in person or by proxy and exercise their corresponding voting right according to
laws;
(3) to supervise, present suggestions on or make inquiries about the business operations
of the Company;
(4) to transfer, donate or pledge their shares in accordance with laws, administrative
regulations and the Articles of Association;
(5) to inspect and copy the Articles of Association, register of Shareholders, minutes of
Shareholders’ meetings, resolutions of the Board meetings, resolutions of the
meetings of Supervisory Committee, financial and accounting reports; the
Shareholders who individually or collectively hold 3% or more of the Company’s
Shares for 180 consecutive days or more may inspect the accounting books and
vouchers of the Company;
(6) to participate in the distribution of the remaining properties of the Company in
proportion to their shareholdings in the event of the termination or liquidation of the
Company;
(7) to request the Company to purchase their shares for the Shareholders who object to
the Company’s resolution on merger or division made by the Shareholders’
meetings; and
(8) to enjoy other rights stipulated by laws, administrative regulations, departmental
rules, regulatory rules of the stock exchange where the Company’s shares are listed
and the Articles of Association.
In the event that any resolution of the Shareholders’ meeting or resolution of the Board
of Directors violates laws or administrative regulations, the Shareholder is entitled to request
the People’s Court to deem it as invalid. In the event that the convening procedure or voting
method of the Shareholders’ meeting or the Board meeting violates any of laws, administrative
regulations or the Articles of Association, or any resolution of which violates the Articles of
Association, the Shareholder is entitled to request the People’s Court to overturn the resolution
within 60 days upon the resolution was adopted, except where there are only some minor
defects in the convening procedures or the voting method of the Shareholders’ meeting or the
Board of Directors, which do not materially affect the resolution.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-4 –


--- page 528 ---
Shareholders of the Company shall assume the following obligations:
(1) to abide by the laws, administrative regulations and the Articles of Association;
(2) to pay subscription monies according to the shares subscribed and the method of
subscription;
(3) not to withdraw the shares unless required by the laws and regulations;
(4) not to abuse their Shareholders’ rights to jeopardize the interests of the Company or
other Shareholders, and not to abuse the status of the Company as an independent
legal entity and the limited liability of Shareholders to jeopardize the interests of
any creditors of the Company. Where any Shareholder of the Company abuses the
Shareholders’ rights and incur losses to the Company or other Shareholders, such
Shareholder shall be liable for the damages according to laws. Where Shareholders
of the Company abuse the Company’s status as an independent legal entity and the
limited liability of Shareholders for the purposes of evading debts, thereby
materially impairing the interests of the creditors of the Company, such
Shareholders shall be jointly and severally liable for the debts owed by the
Company;
(5) other obligations imposed by the laws, administrative regulations and the Articles of
Association.
General Provisions for Shareholders’ Meetings
The Shareholders’ meeting is the organ of authority of the Company, which exercises the
following powers in accordance with applicable laws and regulations:
(1) to elect or replace the Directors and Supervisors (other than the employee
representatives) and to decide on matters relating to the remuneration of Directors
and Supervisors;
(2) to examine and approve reports of the Board of Directors;
(3) to examine and approve reports of the Supervisory Committee;
(4) to examine and approve the Company’s profit distribution plans and loss recovery
plans;
(5) to make resolutions on any increase or decrease of the Company’s registered capital;
(6) to make resolutions on the issue of corporate bonds by the Company;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-5 –


--- page 529 ---
(7) to make resolutions on matters such as merger, division, dissolution and liquidation
or change of corporate form of the Company;
(8) to amend the Articles of Association;
(9) to make resolutions on the appointment and dismissal of accounting firms by the
Company;
(10) to examine and approve the provision of guarantees stipulated in Article 41 of the
Company’s Articles of Association;
(11) to examine matters relating to the purchases and disposals of the Company’s
material assets within one year, which exceed 30% of the Company’s latest audited
total assets;
(12) to examine and approve matters relating to changes in the use of proceeds;
(13) to examine and approve the equity incentive plans and employee stock ownership
plans;
(14) to examine other matters as required by the laws, administrative regulations,
departmental rules, the Articles of Association of the Company or the securities
regulatory rules of the place where the Company’s shares are listed, which shall be
decided by the Shareholders’ meeting.
The powers of the aforementioned Shareholders’ meeting shall not be exercised by the
Board of Directors or other institutions and individuals through authorization. The
Shareholders’ meeting may authorize the Board of Directors to make resolutions regarding the
issuance of corporate bonds.
The following provision of guarantees to third parties by the Company are subject to the
consideration and approval by the Shareholders’ meeting:
(1) a single guarantee that exceeds 10% of the Company’s latest audited net assets;
(2) any guarantee provided after the total amount of guarantee to third parties provided
by the Company and its controlled subsidiaries has exceeded 50% of the Company’s
latest audited net assets;
(3) any guarantee provided after the total amount of guarantee to third parties provided
by the Company and its controlled subsidiaries has exceeded 30% of the Company’s
latest audited total assets;
(4) any guarantee provided to a party with an asset-liability ratio of over 70%;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-6 –


--- page 530 ---
(5) in accordance with the principle of cumulative calculation of guarantee amounts
over a continuous 12-month period, the amount of guarantee has exceeded 30% of
the Company’s latest audited total assets;
(6) the guarantee to be provided to Shareholders, beneficial controllers and their related
parties;
(7) other circumstances that require approval by the Shareholders’ meeting as stipulated
by the CSRC and the stock exchange (based on the exchange where the Company
is approved for public issuance of shares and listing).
For guarantee matters within the authority of the Board of Directors, in addition to being
passed by more than half of all Directors, they should also be agreed upon by more than
two-thirds of the Directors attending the Board meeting. Guarantees mentioned in the
preceding item (5) should be passed by more than two-thirds of the voting rights held by
Shareholders attending the meeting. When the Shareholders’ meeting deliberates on guarantee
proposals provided for Shareholders, actual controllers, and their related parties, such
Shareholders or Shareholders under the control of the actual controller shall not participate in
the vote on that item, and the vote must be passed by more than half of the voting rights held
by other Shareholders attending the meeting.
Shareholders’ meetings are divided into annual meetings and extraordinary meetings. The
annual meeting is convened once every year and shall be held within six months after the end
of the previous accounting year.
The Company shall convene an extraordinary meeting within two months from the date
of the occurrence of any of the following circumstances:
(1) where the number of Directors is less than the minimum number stipulated by the
PRC Company Law or less than two-thirds of the number prescribed in the Articles
of Association;
(2) where the uncovered losses of the Company reach one-third of its paid-in share
capital;
(3) where it is requested by a Shareholder individually or Shareholders collectively
holding more than 10 percent of the Company’s shares;
(4) the Board of Directors considers it necessary;
(5) the Supervisory Committee proposes that such a meeting shall be held;
(6) other circumstances conferred by the laws, administrative regulations, departmental
rules, the provisions of the regulatory rules of the stock exchange where the
Company’s shares are listed and the Articles of Association.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-7 –


--- page 531 ---
If an extraordinary meeting is convened in accordance with the provisions of the
regulatory rules of the stock exchange where the Company’s shares are listed, the actual
convening date of the extraordinary general meeting may be adjusted based on the approval
progress of the securities exchange where the Company’s shares are listed.
Convening of Shareholders’ Meetings
Independent Directors shall have the right to propose to the Board of Directors to convene
extraordinary Shareholders’ meetings. When an Independent Director proposes to convene an
extraordinary Shareholders’ meeting, the Board of Directors shall issue written feedback on
consent or non-consent to the convening of the extraordinary Shareholders’ meeting within 10
days from the receipt of the proposal according to the laws, administrative regulations and the
Articles of Association. If the Board of Directors gives consent to convene an extraordinary
Shareholders’ meeting, it shall, within five days from the passing of the Board of Directors
resolution, issue a notice on convening the extraordinary Shareholders’ meeting. If the Board
of Directors does not give consent to convene an extraordinary Shareholders’ meeting, the
Board of Directors shall state the reason and issue an announcement.
The Supervisory Committee shall have the right to propose the convening of
extraordinary Shareholders’ meetings and submit such proposal in writing to the Board of
Directors. In accordance with the laws, administrative regulations and the Articles of
Association, the Board of Directors shall issue written feedback on consent or non-consent to
the convening of the extraordinary Shareholders’ meetings within 10 days from the receipt of
the proposal. If the Board of Directors gives consent to convene an extraordinary Shareholders’
meeting, it shall, within five days from the passing of the Board of Directors resolution, issue
a notice on convening the extraordinary Shareholders’ meeting. Any changes to the original
proposal in the notice shall obtain the consent of the Supervisory Committee. If the Board of
Directors does not give consent to convene an extraordinary Shareholders’ meeting or does not
issue feedback within 10 days from the receipt of the proposal, the Board of Directors shall be
deemed as unable to perform or failed to perform the duties of convening an extraordinary
Shareholders’ meeting. In such cases, the Supervisory Committee may proceed to convene and
chair the extraordinary Shareholders’ meeting on its own.
Shareholders that, either individually or jointly, hold over 10% of shares of the Company
have the right to propose to the Board of Directors for the convening of an extraordinary
Shareholders’ meeting, and such proposal shall be made in writing to the Board of Directors.
The Board of Directors shall, in accordance with laws, administrative regulations, and the
Articles of Association, issue written feedback on consent or non-consent to the convening of
the extraordinary Shareholders’ meeting within 10 days from the receipt of the proposal. In
event that the Board of Directors agrees to convene an extraordinary Shareholders’ meeting, a
notice of the meeting shall be provided within five days of such resolution by the Board of
Directors. Alterations to the original proposals in the notice shall be approved by the relevant
Shareholders. In the event that the Board of Directors disagrees with the convening of an
extraordinary Shareholders’ meeting, or fails to provide any feedback within 10 days after
receiving the proposal, Shareholders that, either individually or jointly, hold over 10% of
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-8 –


--- page 532 ---
shares of the Company have the right to propose to the Supervisory Committee for the
convening of an extraordinary Shareholders’ meeting, and such proposal shall be made in
writing to the Supervisory Committee. In event that the Supervisory Committee agrees to
convene an extraordinary Shareholders’ meeting, a notice of the meeting shall be issued within
five days of receipt of such request. Alterations to the original proposals in the notice shall be
approved by the relevant Shareholders. In event that the Supervisory Committee did not
provide a notice of the extraordinary Shareholders’ meeting within the specified timeframe, the
Supervisory Committee shall be considered to be unwilling to convene and preside over the
meeting. The Shareholders that, either individually or jointly, hold over 10% of shares of the
Company for a period of 90 consecutive days or more may at their sole discretion convene and
preside over the extraordinary Shareholders’ meeting.
Where the Supervisory Committee or Shareholders decide to convene an extraordinary
Shareholders’ meeting on its/their own, it/they shall notify the Board of Directors in writing
and file relevant evidential documents with the Shanghai Stock Exchange. The Shareholders
who convene the extraordinary Shareholders’ meeting shall hold no less than 10% shares of the
Company when any resolution is made at such meeting. The Supervisory Committee or the
convening Shareholders shall, when the notice of the extraordinary Shareholders’ meeting or
announcement of resolutions of the extraordinary Shareholders’ meeting is issued, submit
relevant evidential documents to the Shanghai Stock Exchange.
For the Shareholders’ meetings convened by the Supervisory Committee or Shareholders,
the Board of Directors and the secretary of the Board of Directors shall cooperate. The Board
of Directors shall provide the register of Shareholders as at the date of record.
The necessary expenses for the Shareholders’ meetings convened by the Supervisory
Committee or Shareholders on their own shall be borne by the Company.
Notice of Shareholders’ Meeting
The convener shall notify all Shareholders by way of written form (including
announcements) 21 days prior to the convening of the annual meeting, and each Shareholder
shall be notified by way of written form (including announcements) 15 days prior to the
convening of the extraordinary meeting. When calculating the start of the commencement
period, the Company should not include the day the meeting is held.
The notice of a Shareholders’ meeting shall include the following:
(1) the time, place, form and duration of the meeting;
(2) matters and proposals submitted to the meeting for consideration;
(3) in plain language: all Shareholders have the right to attend the Shareholders’
meeting, and may entrust a proxy in writing to attend the meeting and vote. Such a
proxy does not need to be a Shareholder of the Company;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-9 –


--- page 533 ---
(4) the shareholding registration date of the Shareholders entitled to attend the meeting;
(5) voting time and voting procedures on the Internet or in other ways;
(6) name and telephone number of the permanent contact person for conference affairs;
(7) other contents conferred by the laws, administrative regulations, departmental rules,
the provisions of the regulatory rules of the stock exchange where the Company’s
shares are listed and the Articles of Association.
The notice and supplementary notice of the Shareholders’ meeting shall fully and
completely disclose all the specific contents of all proposals. Where an Independent Director
is required to express opinions on matters to be discussed, the opinions and reasons of the
Independent Directors shall be disclosed at the same time when the notice of Shareholders’
meeting and the supplementary notice are issued.
Proposals at Shareholders’ Meetings
The Board of Directors, the Supervisory Committee and Shareholders who individually
or jointly hold more than 1% of the shares of the Company shall have the right to put forward
proposals to the Company at the Shareholders’ meeting. Shareholders who individually or
collectively hold more than 1% of the shares of the Company may submit an interim proposal
in writing to the convener 10 days prior to the convening of the Shareholders’ meeting. The
convener shall issue a supplementary notice of the Shareholders’ meeting within 2 days after
receiving the proposal, and announce the contents of the interim proposal. The interim proposal
shall have a clear agenda and specific matters for resolution. However, this does not apply if
the interim proposal violates the provisions of laws, administrative regulations, or the
company’s articles of association, or if it is not within the scope of the Shareholders’ meeting’s
authority.
Proxy for the Shareholders’ Meeting
A Shareholder may attend and vote at the Shareholders’ meeting in person or by proxy.
Any Shareholder entitled to attend and vote at the Shareholders’ meeting shall have the right
to appoint one or more proxies (who need not be Shareholders) to attend and vote on his/her
behalf.
Individual Shareholders attending the meeting in person shall present their personal
identity cards or other valid certificates or documents or proof that can indicate their identity,
as well as their stock account card. Proxies attending the meeting shall present their personal
identity cards and the power of attorney from the Shareholder.
Corporate Shareholders shall be represented by its legal representative or proxies
authorized by the legal representative. Legal representatives attending the meeting shall
present their personal identity cards or valid documents that can prove its identity as the legal
representative. Proxies authorized to attend the meeting shall present their personal identity
cards or the written power of attorney legally issued by the legal representative of the legal
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-10 –


--- page 534 ---
person Shareholder, except for Shareholders who are a recognized clearing house as defined in
the relevant ordinances in force from time to time under the laws of Hong Kong or the
securities regulatory rules of the place where the shares of the company are listed or its proxy.
Shareholders of a partnership enterprise that is not a legal person should attend the
meeting in person as the natural person managing partner or the appointed representative of a
non-natural person managing partner, or through an agent appointed by the individuals. When
a natural person managing partner or an appointed representative of a non-natural person
managing partner attends the meeting, they should present their personal identification and
valid proof of their qualifications as a managing partner or appointed representative. Proxies
authorized to attend the meeting shall present their personal identification and the written
power of attorney legally issued by the natural person managing partner or the appointed
representative of a non-natural person managing partner of that Shareholder’s entity.
If the Shareholder is a Recognized Clearing House, the Shareholder may authorize one or
more persons it deems fit to act as its proxy or representative at any Shareholders’ meeting or
any creditors’ meeting; however, if more than two person is authorized, the power of attorney
shall specify the number and class of shares in respect of which each such person is so
authorized. A person so authorized may act on behalf of the Recognized Clearing House as if
such person were an individual Shareholder of the Company.
If the power of attorney is signed by another person authorized by the principal, the power
of attorney or other document authorizing the signature shall be notarized. The notarized power
of attorney or other authorizing document, together with the instrument appointing the voting
proxy, shall be deposited at the domicile of the Company or at such other place as specified
in the notice of the meeting no later than the commencement of the meeting to which the proxy
relates, or prior to the designated voting time, whichever is applicable.
The power of attorney issued by a Shareholder to appoint another person to attend a
meeting shall contain the following particulars:
(1) name of the proxy;
(2) whether the proxy has any voting rights;
(3) instructions to vote for, against or abstain from voting on each matter to be
considered that are included on the agenda of the Shareholders’ general meeting,
respectively;
(4) date of issuance and date of expiry of the power of attorney;
(5) signature (or seal) of the principal. If the principal is a corporate Shareholder, the
seal of the corporate shall be affixed.
The power of attorney should state whether the proxy may vote as he/she wishes if the
Shareholder does not give specific instructions.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-11 –


--- page 535 ---
Voting at the Shareholders’ Meeting
Resolutions at Shareholders’ meeting are divided into ordinary resolutions and special
resolutions. An ordinary resolution at a Shareholders’ meeting shall be passed by more than
half of the voting rights held by the Shareholders present at the Shareholders’ meeting
(including proxies). A special resolution at a Shareholders’ meeting shall be passed by at least
two-thirds of the voting rights held by the Shareholders present at the Shareholders’ meeting
(including proxies).
Shareholders (including their proxies) shall exercise voting rights based on the number of
shares with voting rights held by them, and each share shall be entitled to one vote. Where
permitted by the applicable securities regulations of the stock listing jurisdiction, a
Shareholder (including a proxy) holding two or more voting rights may cast votes for, against,
or abstain on a resolution without being required to exercise all voting rights uniformly. Where
material issues affecting the interests of minority Shareholders are considered at the
Shareholders’ meeting, the votes of minority Shareholders shall be counted separately. The
separate votes counting results shall be disclosed publicly in a timely manner. The shares held
by the Company shall have no voting right, and shall not be included in the total number of
shares with voting rights of Shareholders present at the Shareholders’ meeting.
If any Shareholder, under applicable laws and regulations and Hong Kong Stock
Exchange Listing Rules of the Hong Kong Stock Exchange, is required to abstain from voting
on any particular matter being considered or is restricted to voting only for or only against any
particular matter being considered, any votes cast by or on behalf of such Shareholder in
contravention of such requirement or restriction shall not be counted.
If a Shareholder purchases shares with voting rights of the Company in violation of the
provisions of Article 63(1) and (2) of the Securities Law, the voting rights of such shares in
excess of the prescribed proportion shall not be exercised and shall not be counted towards the
total number of shares with voting rights present at the Shareholders’ meeting for thirty-six
months after the purchase.
When the Shareholders’ meeting discusses matters related to related party transactions,
the related Shareholders may attend the meeting and can, in accordance with the meeting
procedures, explain their views to the attending Shareholders, but they should not participate
in the voting. The number of shares they represent with voting rights is not counted in the valid
total votes; the announcement of the Shareholders’ meeting resolution should fully disclose the
voting situation of the non-related Shareholders.
The following matters shall be passed by ordinary resolutions at the Shareholders’
meeting:
(1) work reports of the Board of Directors and the Supervisory Committee;
(2) plans for the distribution of profits and for recovery of losses proposed by the Board;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-12 –


--- page 536 ---
(3) the election and removal of the members of the Board of Directors and the
Supervisory Committee and their remuneration and payment method;
(4) the annual report of the Company;
(5) any other matters other than those shall be passed by special resolutions as required
by laws, administrative regulations, regulatory rules of the stock exchange where the
Company’s shares are listed, or the Articles of Association.
The following matters shall be passed as special resolutions of a Shareholders’ general
meeting:
(1) the increase or reduction of the registered capital of the Company;
(2) the division, spin-off, change of company form, merger, dissolution and liquidation
of the Company;
(3) any amendment to the Articles of Association of the Company;
(4) the purchase or sale of significant assets or the provision of guarantee to others
within a year, where the amount exceeds 30% of the Company’s audited total assets
for the latest period;
(5) share option incentive plan;
(6) change the form of the company;
(7) adjust or change the profit distribution policy determined by the Articles of
Association of the Company;
(8) any other matters stipulated by laws, administrative regulations, securities
regulatory rules of the place where the Company’s shares are listed or the Articles
of Association of the Company, which have a significant impact on the Company if
to be passed by an ordinary resolution of a Shareholders’ meeting and which are
deemed necessary to be passed as a special resolution.
DIRECTORS AND THE BOARD OF DIRECTORS
Directors
Directors of the Company may include executive Directors, non-executive Directors and
Independent Directors (The term ‘Independent Director’ has the same meaning as ‘Independent
Non-executive Director’ in the Hong Kong Listing Rules). Non-executive Directors refer to
Directors who do not hold management positions in the Company. Independent Director refers
to a person who meets the regulatory requirements of the stock exchange where the Company’s
shares are listed. The qualification, nomination, election procedures and powers of independent
non-executive Directors and other related matters shall be implemented in accordance with
laws, administrative regulations and securities regulatory rules of the stock exchange where the
Company’s shares are listed.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-13 –


--- page 537 ---
The Company’s Board of Directors does not have any Directors who are representatives
of the employees. Directors are elected or replaced by the Shareholders’ meeting and may be
removed from office by the Shareholders’ meeting before the expiration of their term, in
accordance with the relevant laws, regulations, and listing rules of the stock exchange where
the Company’s shares are listed, through an ordinary resolution (provided that any claims for
compensation that the removed Director may have under any contract are not affected thereby).
The term of office for a Director is three years, and they may be re-elected upon expiration of
their term. The term of office for a Director is calculated from the date of assumption of office
until the expiration of the current Board’s term. If Directors are not timely re-elected upon the
expiration of their term, the outgoing Directors shall continue to perform their duties in
accordance with the provisions of laws, administrative regulations, departmental rules, and
these articles until the newly elected directors assume office. Directors may concurrently hold
positions as the general manager or other senior management personnel, but the total number
of Directors who concurrently hold positions as the general manager or other senior
management personnel shall not exceed one-half of the total number of Directors.
A Director may resign prior to expiry of his/her term of office. A resigning Director shall
submit a written resignation report to the Board of Directors. The Board of Directors shall
disclose the relevant information within two days. Where the resignation of the Director will
render the number of Directors to fall below the statutory quorum, or the resignation of an
Independent Director resulting in the number of Independent Directors being less than
one-third of the Board members, the absence of accounting professionals among the
Independent Directors, or the proportion of Independent Directors in the Board’s special
committees not complying with laws and regulations, the original Director shall continue to
perform director duties pursuant to the provisions of laws, administrative regulations,
departmental rules and the Articles of Association prior to appointment of his/her replacement.
The Company shall complete the election of a replacement for the Independent Director within
sixty days from the date of resignation to ensure that the composition of the Board of Directors
and its special committees complies with laws and regulations, the securities regulatory rules
of the stock exchange where the Company’s shares are listed, and the provisions of the Articles
of Association. Except for the circumstances listed in the preceding paragraph, the resignation
of a Director shall take effect upon the delivery of the resignation report to the Board of
Directors.
Board of Directors
The Board of Directors consists of 10 Directors, including one Chairman. Among the
Board members, there are four Independent Directors. The Board of Directors has established
five special committees: the Strategy Committee, the Nomination Committee, the Audit
Committee, the Remuneration and Assessment Committee and the Sustainable Development
Committee. All members of the special committees are composed of Directors.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-14 –


--- page 538 ---
The Board of Directors shall be accountable to the Shareholders’ meetings and shall
exercise the following functions and powers:
(1) to convene Shareholders’ meetings, and submit work reports to the Shareholders’
general meeting;
(2) to implement the resolutions of Shareholders’ meetings;
(3) to resolve on the Company’s business plans and investment plans;
(4) to formulate the Company’s profit distribution plan and the plan for recovery of
losses;
(5) to formulate the Company’s plans for increase or reduction of registered capital,
issuance of bonds or other securities and listing plan;
(6) to formulate the Company’s plans for significant acquisition, acquisition of the
Company’s shares or merger, division, dissolution and change of company form;
(7) to decide, within the scope of the mandate granted by the Shareholders’ meeting, on
the Company’s external investments, acquisition and sale of assets, mortgage of
assets, external guarantees, entrusted wealth management, related party
transactions, etc;
(8) to decide on the establishment of the Company’s internal management
organizations;
(9) to decide on the appointment or dismissal of the general manager, secretary to the
Board and other senior management members of the Company, and to decide on
their remunerations, incentives and penalties; to decide on the appointment or
dismissal of senior management members such as the deputy general manager or
chief financial officer of the Company based on the nominations by the general
manager, and to decide on their remunerations, incentives and penalties;
(10) to formulate the basic management system of the Company;
(11) to formulate the proposals for any amendment to the Articles of Association;
(12) to manage information disclosure of the Company;
(13) to propose to the Shareholders’ meeting on appointment or change of the accounting
firms which provide audit services to the Company;
(14) to listen to work reports of the general manager of the Company and inspect his/her
work; and
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-15 –


--- page 539 ---
(15) any other functions and powers stipulated by laws, administrative regulations,
departmental rules, securities regulatory rules of the place where the Company’s
shares are listed, conferred by the Shareholders’ meeting or the Articles of
Association.
The Board of Directors shall convene at least four regular meetings each year, convened
by the Chairman, with written notice to all Directors and Supervisors at least 14 days prior to
the meeting.
Any Shareholder(s) holding 1/10 or more of the voting rights, one-third or more of the
Directors or the Supervisory Committee may propose the holding of an extraordinary meeting
of the Board of Directors. The Chairman shall convene and preside over a Board meeting
within 10 days from receipt of such proposal.
The notice method and time limit for convening an extraordinary meeting of the Board
are: written notice shall be given at least 5 days before the meeting; however, in case of urgent
reasons, the meeting can be convened at any time through oral, telephone, or other similar
means.
Except as otherwise provided in the Articles of Association, the Board meeting shall be
held upon the attendance of more than half of Directors, and the resolutions made by the Board
of Directors must be passed by more than half of all Directors of the Company. V oting on Board
resolutions is conducted on a one-person-one-vote basis.
If any Director has connection with the enterprise or individual involved in the resolution
made at a Board meeting, such Director shall submit a written report to the Board of Directors
in a timely manner. The said Director shall not vote on the said resolution for himself/herself
or on behalf of another Director. The Board meeting may be held when more than half of the
non-connected Directors attend the meeting. The resolution of the Board meeting shall be
passed by more than half of the non-connected Directors. If the number of non-connected
Directors attending the meetings is less than three, the issue shall be submitted to the
Shareholders’ general meeting for consideration. If there are any additional restrictions on
Directors’ participation in and voting at Board meetings in accordance with laws and
regulations and the securities regulatory rules of the place where the Company’s shares are
listed, such provisions shall prevail.
Directors shall attend Board meetings in person. If any Director cannot attend the meeting
for any reason, he/she may authorize in writing another Director to act on his/her behalf. The
power of attorney shall set out the name of the proxy, the matters represented, scope of
authorization and validity period, and shall be signed or sealed by the appointing Director. The
appointed Director who attends the meeting shall exercise the Director’s duties within the
scope of authorization. If a Director does not attend a Board meeting in person and does not
appoint a proxy to attend the meeting, he/she shall be deemed to have waived the voting rights
at the meeting.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-16 –


--- page 540 ---
Chairman’s Office Meeting
The Company establishes a Chairman’s Office Meeting, which is composed of all
non-Independent Directors, the general manager, deputy general managers, the secretary of the
Board, and the chief financial officer. During the intervals between Board meetings, the
Chairman’s Office Meeting exercises the authority granted by the Board.
General Manager and Other Senior Management Members
The Company establishes one General Manager, who are appointed or dismissed by the
Board of Directors.
The General Manager, Deputy General Managers, Chief Financial Officer, and Secretary
to the Board of Directors are senior management members of the Company.
The term of office of the general manager shall be three years, renewable upon
re-appointment.
The general manager shall be accountable to the Board of Directors and shall exercise the
following functions and powers:
(1) to be in charge of the Company’s production, operation and management, and to
organize and implement the resolutions of the Board of Directors and report on
works to the Board of Directors;
(2) to organize and implement the Company’s annual plan and investment proposals;
(3) to draft plans for the establishment of the Company’s internal management
organizations;
(4) to draft the Company’s basic management system;
(5) to formulate specific rules and regulations for the Company;
(6) to request the Board of Directors to appoint or dismiss senior management members
of the Company, excluding the general manager;
(7) to request the Chairman’s Office Meeting to appoint or dismiss management
personnel of the company, excluding those appointed or dismissed by the Board of
Directors;
(8) to decide on the appointment or dismissal of company management personnel,
excluding those to be decided by the Board of Directors or the Chairman’s Office
Meeting;
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-17 –


--- page 541 ---
(9) to determine significant transaction matters, excluding those that must be approved
by the Shareholders’ meeting, Board of Directors, or Chairman’s Office Meeting as
stipulated by the articles of association and relevant company policies;
(10) to establish the salary system for employees of the company and its subsidiaries
(excluding senior management), and submit it to the Chairman’s Office Meeting for
approval and implementation;
(11) to decide on the job levels, salaries, benefits, reward and punishment policies and
plans for other company employees, excluding those to be decided by the Board of
Directors; and
(12) to exercise other authorities granted by the Articles of Association or the Board of
Directors.
The general manager shall attend meetings of the Board of Directors.
Senior management members shall faithfully perform their duties and safeguard the best
interests of the Company and all Shareholders. Any senior management member who violates
any law, administrative regulation, departmental rules or the Articles of Association in the
performance of his/her duties and thereby causes losses to the Company shall be liable for
compensation.
SUPERVISORS AND SUPERVISORY COMMITTEE
Supervisors
The Directors, general manager and other senior management members shall not act
concurrently as Supervisors. Supervisors must comply with laws, administrative regulations,
and the Articles of Association, and bear fiduciary obligations and diligence obligations
towards the Company. They shall not abuse their authority to accept bribes or other illegal
income and shall not misappropriate the properties of the Company.
Each Supervisor shall serve for a term of three years. Upon expiry of the term, the
Supervisor may be re-appointed upon re-election.
Supervisors may be in attendance at Board meetings, and raise questions or suggestions
pertaining to Board resolutions.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-18 –


--- page 542 ---
Supervisory Committee
The Company’s Supervisory Committee consists of three Supervisors, including one
Chairman who is elected by a majority vote of all Supervisors. The Supervisory Committee
includes one Shareholder representatives and two employee representatives. The employee
representatives sitting on the Supervisory Committee shall be democratically elected by the
Company’s employees.
The meetings of the Supervisory Committee shall be presided over and chaired by the
Chairman of the Supervisory Committee. If the Chairman of the Supervisory Committee is
unable or fails to perform his/her duties, such meeting shall be convened and presided over by
a Supervisor nominated by more than half of the Supervisors.
The Supervisory Committee shall exercise the following functions and powers:
(1) to examine the securities issuance documents and regular reports prepared by the
Board of Directors, propose written examination suggestions and sign written
confirmation opinions;
(2) to review the Company’s financial position;
(3) to supervise the Directors and senior management members’ acts in performing their
duties in the Company, and to propose a removal of any Director or senior
management member in violation of any laws, administrative regulations, the
Articles of Association or resolutions adopted at the Shareholders’ meeting;
(4) to demand any Director or senior management member who acts in a manner which
is harmful to the Company’s interest to rectify such behaviour;
(5) to propose to convene an extraordinary Shareholders’ meeting, and to convene and
preside over Shareholders’ meetings where the Board of Directors fails to perform
its duty to do so as required by the PRC Company Law;
(6) to submit proposals to Shareholders’ meetings;
(7) to initiate legal proceedings against any Director or senior management member
according to the Article 189 of PRC Company Law;
(8) to investigate into unusual operation of the Company and if necessary, to engage
accounting firms, law firms or other professional institutions to assist in its work at
the expenses of the Company.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-19 –


--- page 543 ---
Meetings of the Supervisory Committee
The Supervisory Committee shall convene a meeting at least once every six months.
Notice of the meeting shall be delivered in written form to all Supervisors at least 10 days prior
to the meeting. Supervisors may propose to convene extraordinary meetings of the Supervisory
Committee. For an extraordinary meeting of the Supervisory Committee, written notice shall
be given at least 3 days prior to the meeting. However, in case of urgent circumstances, the
meeting can be noted at any time through oral, telephone, or other similar means. Resolutions
of the Supervisory Committee shall be passed by more than half of the members of the
Supervisory Committee. Each Supervisor has one vote.
FINANCIAL AND ACCOUNTING SYSTEM
The Company shall establish its financial and accounting system in accordance with the
laws, administrative regulations and the provisions stipulated by the relevant authorities of the
PRC. The Company shall adopt the Gregorian calendar year for its fiscal year, i.e. the fiscal
year shall be from January 1 to December 31.
The Company shall submit and disclose its annual financial reports to the CSRC and the
stock exchange within four months from the end of each fiscal year, and its interim reports to
the relevant branch office of the CSRC and the stock exchange within two months from the end
of the first half of each fiscal year.
The aforesaid annual financial reports and interim reports shall be prepared in accordance
with relevant laws, administrative regulations and requirements of the CSRC and the stock
exchange.
The Company will not establish account books other than the statutory account books.
The assets of the Company shall not be deposited in any personal account.
The Company is required to allocate 10% of its profits into its statutory reserve fund when
distributing each year’s after-tax profits. When the cumulated amount of the statutory reserve
fund of the Company has reached 50% or more of its registered capital, no further allocations
is required.
Where the statutory reserve fund of the Company is insufficient to make up the losses of
the Company for the preceding year, profits of the current year shall be applied to make up the
losses before any allocation to the statutory reserve fund in accordance with the provisions in
the preceding paragraph.
Subject to a resolution of the Shareholders’ meeting, after allocation has been made to the
Company’s statutory reserve fund from its after-tax profits, the Company may set aside funds
for the discretionary reserve fund. After making up of losses and appropriation to reserve
funds, balance of the profit after tax shall be distributed to Shareholders in proportion to their
shareholdings.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-20 –


--- page 544 ---
No profit shall be distributed in respect of the shares of the Company which are held by
the Company.
The Company shall appoint one or more collection agents for H Shareholders in Hong
Kong. The collection agents shall collect on behalf of the relevant H Shareholders the
dividends distributed and other funds payable by the Company in respect of the H shares, and
hold such monies in their custody pending payment to the H Shareholders concerned. The
collection agents appointed by the Company shall meet the requirements of the laws,
regulations and the securities regulatory rules of the place where the Company’s shares are
listed.
Reserve funds of the Company are used for recovering losses of the Company and
expanding scale of operation of the Company or conversion into its capital. Where the reserve
fund of the 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. If there are still losses, the registered capital can be
reduced to offset the losses. When reducing registered capital to offset losses, the Company
shall not distribute to Shareholders, nor shall it exempt Shareholders from the obligation to
contribute capital or pay for shares.
In accordance with the provisions of the preceding paragraph, when reducing registered
capital, the provisions of Article 177 of the Articles of Association shall not apply, but the
Company shall announce the reduction of registered capital in newspapers or the National
Enterprise Credit Information Publicity System within thirty days from the date the
Shareholders’ meeting resolves 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
statutory reserve funds and discretionary reserve funds reaches 50% of the Company’s
registered capital. When statutory reserve funds are converted into capital, the retained portion
of such reserve funds shall not be less than 25% of the Company’s registered capital before the
increase.
The Company may distribute profits in the form of cash, shares, or a combination of both.
The profit distribution shall not exceed the scope of the cumulative distributable profits and
shall not harm the Company’s ability to continue operations. Provided that the net profit
attributable to the Shareholders of the parent company for the current year is positive, the
Company shall conduct at least one profit distribution per fiscal year, and the Board of
Directors may propose to the Company to conduct interim cash or stock distributions based on
the Company’s profitability and funding needs. If the Company’s audit report for the most
recent fiscal year is either a non-unqualified opinion or an unqualified opinion with a
significant uncertainty paragraph related to going concern, and the asset-liability ratio exceeds
80% at the end of the reporting period with a negative net cash flow from operating activities,
the Company may forgo profit distribution.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-21 –


--- page 545 ---
INTERNAL AUDIT
The Company has implemented an internal audit system and established the internal audit
department equipped with full-time auditors to conduct internal audit and supervision on the
Company’s financial revenues and expenditures and economic activities.
The internal audit system of the Company and the duties of the auditors shall be
implemented upon approval by the Board. The person in charge of audit shall be accountable
and report to the Board.
APPOINTMENT OF ACCOUNTING FIRM
The Company shall appoint such accounting firm which has complied with the Securities
Law for carrying out the audit for the accounting statements, net asset verification and other
relevant consultancy services. The term of appointment is one year and can be re-appointed.
Securities service institutions engaged in securities investment consulting services shall
be approved by the State Council’s securities regulatory authority; without approval, they shall
not provide services for securities trading and related activities. For engaging in other
securities service businesses, they shall file with the State Council’s securities regulatory
authority and the relevant departments of the State Council.
The engagement or dismissal of an accounting firm by the Company must be decided by
an ordinary resolution of the Shareholders’ meeting. The Board of Directors shall not appoint
an accounting firm before the approval of the Shareholders’ meeting.
The Company guarantees that it shall provide the appointed accounting firm with true and
complete accounting vouchers, accounting books, financial and accounting reports and other
accounting information, and that it engages without any refusal, withholding, and
misrepresentation.
The remuneration of the accounting firm or the method of determining the remuneration
shall be decided by the Shareholders’ meeting.
If the Company removes or no longer re-appoints the accounting firm, it shall notify such
accounting firm ten days in advance. When Shareholders vote for the removal of such
accounting firm, such accounting firm shall be entitled to state its opinions at the Shareholders’
meeting. Where the accounting firm resigns its office, it shall make clear to the Shareholders’
meeting whether or not there are irregularities in the Company.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-22 –


--- page 546 ---
MERGER, DIVISION, CAPITAL INCREASE AND REDUCTION OF THE COMPANY
Merger of the Company may take the form of absorption or establishment of a new
company.
In the case of merger by absorption, a company absorbs any other company, and the
absorbed company shall be dissolved. Merger by establishment of a new company shall refer
to the establishment of a new company as a result of the merger of two or more companies and
dissolution of the merger parties.
In the event of a merger, the merger parties shall enter into a merger agreement, and
formulate a balance sheet and an inventory list for assets. The Company shall notify its
creditors within 10 days from passing of the resolution on merger, and make an announcement
within 30 days in newspapers, media, on its website, or on the National Enterprise Credit
Information Publicity System, as stipulated in Article 174 of the Articles of Association.
Creditors may require the Company to repay the debts or to provide the corresponding
guarantee within 30 days from receipt of notification or within 45 days from the date of
announcement if they do not receive notification.
At the time of merger, the claims and debts of the merger parties shall be succeeded by
the company which subsists after the merger or the newly-established company.
When the Company undergoes a division, its assets shall be divided accordingly. In the
event of a division, a balance sheet and an inventory list for assets shall be prepared. The
Company shall notify its creditors within 10 days from passing of the resolution on division,
and make an announcement within 30 days in newspapers, media, on its website, or on the
National Enterprise Credit Information Publicity System, as stipulated in Article 174 of the
Articles of Association.
The debts of the Company prior to the division shall be assumed jointly and severally by
the companies arising from the division, unless provided otherwise in a written agreement
reached by the Company and the creditors in respect of repayment of the debts prior to the
division.
Where the Company needs to reduce its registered capital, it shall formulate a balance
sheet and an inventory list for assets.
The Company shall notify its creditors within 10 days from passing of the resolution on
reduction of registered capital, and make an announcement within 30 days in newspapers,
media, on its website, or on the National Enterprise Credit Information Publicity System, as
stipulated in Article 174 of the Articles of Association. The creditors shall have the right to
require the Company to repay the debts or to provide the corresponding guarantee within 30
days from receipt of notification or within 45 days from the date of announcement if they do
not receive notification.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-23 –


--- page 547 ---
In the event of change in registration matters due to merger or division, the Company
shall complete change registration formalities with the company registration authority pursuant
to the law; where the Company is dissolved, the Company shall apply for deregistration
pursuant to the law; where a new company is established, company establishment formalities
shall be completed pursuant to the law.
If the Company increase or reduce its registered capital, the Company shall complete
change registration formalities with the company registration authority pursuant to the law.
DISSOLUTION AND LIQUIDATION OF THE COMPANY
The Company shall be dissolved for the following reasons:
(1) A Shareholders’ meeting has resolved on dissolution of the Company;
(2) expiry of term of business stipulated in the Articles of Association or occurrence of
any other trigger for dissolution stipulated in the Articles of Association;
(3) dissolution is required due to the merger or division of the Company;
(4) the Company’s business license is cancelled or the Company is ordered to be closed
down or deregistered pursuant to the law; or
(5) the People’s Court orders dissolution in accordance with Article 231 of the PRC
Company Law.
When the Company is dissolved pursuant to items (1) and (2) above and has not yet
distributed its assets to the Shareholders, it may continue to exist by amending the Articles of
Association or through a resolution of the Shareholders’ meeting. Any amendment to the
Articles of Association in accordance with the preceding paragraph must be approved by at
least two-thirds of the voting rights represented at the Shareholders’ meeting. If the company
is dissolved pursuant to items (1), (2), (4) and (5) above, it shall be liquidated. The Directors
are the obligors for the Company’s liquidation and shall establish a liquidation group to
commence liquidation within 15 days from the emergence of the cause for dissolution. The
liquidation group shall be composed of persons determined by the Directors or the
Shareholders’ meeting. If a liquidation group is not established for liquidation within the
prescribed time or if the established liquidation group fails to carry out liquidation, the
interested parties may apply to the People’s Court to appoint relevant personnel to form a
liquidation group for liquidation. In the event of dissolution pursuant to items (3) above, the
liquidation shall be handled by the parties involved in the merger or division in accordance
with the contract signed at the time of the merger or division.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-24 –


--- page 548 ---
The liquidation group shall exercise the following functions and powers during the period
of liquidation:
(1) to liquidate the Company’s assets and compile a balance sheet and a property
inventory separately;
(2) to inform creditors by notice or announcement;
(3) to deal with the outstanding businesses of the Company relating to liquidation;
(4) to pay off the taxes owed and the taxes arising during liquidation;
(5) to clear credits and debts;
(6) to handle the remaining assets of the Company after all the debts are paid off;
(7) to participate in civil proceedings on behalf of the Company.
The liquidation group shall notify all creditors within 10 days after its establishment and
shall make announcements within 60 days in newspapers, media, on its website, or on the
National Enterprise Credit Information Publicity System, as stipulated in Article 174 of the
Articles of Association. The creditors shall declare their rights to the liquidation group within
30 days after receipt of the notice or within 45 days after announcement if the creditors haven’t
received the notice.
The creditors shall explain matters relating to their rights and provide relevant evidential
documents. The liquidation group shall register the creditor’s rights. The liquidation group
shall not pay off any debts to any creditors during the period of declaration of creditor’s rights.
After the liquidation group has liquidated the assets of the Company and has compiled a
balance sheet and a property inventory, it shall formulate a liquidation proposal and submit it
to the Shareholders’ meeting or the People’s Court for confirmation.
The Company’s assets shall be used respectively for payment of liquidation expenses,
employees’ wages, social security premiums and statutory compensation, and payment of tax
in arrears and the Company’s debts; the residual assets thereafter shall be distributed in
accordance with the shareholding type and percentage of the Shareholders.
During the liquidation period, the Company shall subsist but shall not engage in business
activities unrelated to liquidation. The Company’s assets shall not be distributed to
Shareholders prior to making repayment pursuant to the provisions of the preceding paragraph.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-25 –


--- page 549 ---
After the liquidation group has liquidated the assets of the Company and compiled a
balance sheet and a property inventory, if it discovers that the Company’s assets are insufficient
to repay its debts in full, it shall immediately apply to the people’s court for bankruptcy
declaration in accordance with the law.
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.
Following the completion of the liquidation of the Company, the liquidation group shall
formulate a liquidation report, submit it to the Shareholders’ meeting or the People’s Court for
confirmation, deliver it to the company registry, apply for the cancellation of the Company’s
registration and publicly announce the Company’s termination.
AMENDMENT TO THE ARTICLES OF ASSOCIATION
Under any of the following circumstances, the Company shall amend the Articles of
Association:
(1) Following the revision of the PRC Company Law or relevant laws, administrative
regulations and the securities regulatory rules of the place where the Company’s
shares are listed, the matters stipulated in the Articles of Association contradict the
provisions of the revised laws, administrative regulations and the securities
regulatory rules of the place where the Company’s shares are listed;
(2) There is any change to the Company’s particulars which result in inconsistency with
the matters set out in the Articles of Association; or
(3) The Shareholders’ Meeting has decided on making amendments to the Articles of
Association.
If the amendment to the Articles of Association adopted by resolution of the
Shareholders’ meeting is subject to the approval of the competent authority, it shall be reported
to the competent authority for approval; if it involves matters of company registration, the
registration of the changes shall be made with the company registration authority in accordance
with the law.
APPENDIX III SUMMARY OF THE ARTICLES OF ASSOCIATION
– III-26 –


--- page 550 ---
FURTHER INFORMATION ABOUT OUR GROUP
Incorporation of our Company
Our Company was established as a limited liability company in the PRC on December 24,
2001 with the name of Xiamen Huashun Minsheng Food Co., Ltd. (ʮ
̡), and was converted into a joint stock limited company on March 7, 2011, under the laws
of the PRC. Since February 22, 2017, our A Shares have been listed on the main board of the
Shanghai Stock Exchange with the stock code of 603345.
Our registered office is located at No. 2508, Xinyang Road, Haicang District, Xiamen,
Fujian Province, PRC. Our registered place of business in Hong Kong is 46/F, Hopewell
Centre, 183 Queen’s Road East, Wanchai, Hong Kong. We have been registered as a non-Hong
Kong Company under Part 16 of the Companies Ordinance and Mr. Ng Tung Ching Raphael
(ᆋ) will be our authorized representative for the acceptance of service of process and
notices on behalf of our Company in Hong Kong. The address for service of process on our
Company in Hong Kong is the same as our principal place of business in Hong Kong as set out
above.
As our Company was established in the PRC, we are subject to the relevant laws and
regulations of the PRC. A summary of the relevant aspects of laws and regulations of the PRC
and our Articles of Association is set out in “Regulatory Overview” and Appendix III to this
Prospectus, respectively.
Changes in the Share Capital of our Company
Save as disclosed in the section headed “History, Development and Corporate Structure
— Corporate Development and Major Shareholding Changes” and the below, there has been no
other alteration in the share capital of our Company during the two years immediately
preceding the date of this Prospectus.
A repurchase mandate for the repurchase of A Shares for the purpose of our Company’s
employee share incentive scheme(s) and shareholding plan(s) was approved by the sixth
meeting of the fifth session of the Board on October 25, 2023. The repurchase mandate was
valid for 12 months from the date of approval of the repurchase mandate by the Board. As of
Latest Practicable Date, the repurchase of A Shares was conducted under the repurchase
mandate with a total of 1,160,900 A Shares pursuant to centralized bidding trading transactions
conducted since October 25, 2023, at a range of price from RMB68.66 per A Share to
RMB126.28 per A Share. Upon completion of the repurchase, the repurchased A Shares are
held under our Company stock repurchase account as treasury shares and do not carry any
shareholders’ rights, including but not limited to voting rights at the Shareholders’ meeting and
dividend rights.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-1 –


--- page 551 ---
Changes in the Share Capital of our Subsidiaries
A summary of the corporate information and the particulars of our subsidiaries are set out
in the Accountants’ Report in Appendix I to this Prospectus.
The following sets out the changes in the share capital of the Company’s subsidiaries
during the two years immediately preceding the date of this Prospectus:
 On September 6, 2023, Honghu Anjoy Food Co., Ltd. (ʮ̡)
increased its registered capital from RMB200 million to RMB670 million.
 On November 14, 2023, Jiangxi Liuwu Food Co., Ltd. (ʮ̡) was
established as a limited liability company in the PRC with an initial registered
capital of RMB20 million.
 On April 18, 2024, Xiamen Anjoy Food Industry Co., Ltd. (ࠢ
ʮ̡) increased its registered capital from RMB200 million to RMB354 million.
 On April 22, 2024, Taizhou Anjoy Foods Co., Ltd. (ʮ̡)
increased its registered capital from RMB660.4938 million to RMB965 million.
 On April 22, 2024, Liaoning Anjoy Food Co., Ltd. (ʮ̡)
increased its registered capital from RMB486 million to RMB635 million.
 On April 22, 2024, Sichuan Anjoy Foods Co., Ltd. (ʮ̡)
increased its registered capital from RMB450 million to RMB600 million.
 On April 23, 2024, Henan Anjoy Foods Co., Ltd. (ʮ̡) increased
its registered capital from RMB550 million to RMB930 million.
 On April 24, 2024, Guangdong Anjoy Food Co., Ltd. (ʮ̡)
increased its registered capital from RMB500 million to RMB766 million.
 On April 29, 2024, Shandong Anjoy Food Co., Ltd. (ʮ̡)
increased its registered capital from RMB400 million to RMB655 million.
 On July 4, 2024, Sichuan Anjoy Foods Co., Ltd. (ʮ̡) increased
its registered capital from RMB600 million to RMB810 million.
 On July 4, 2024, Xiamen Anjoy Food Industry Co., Ltd. (ʮ
̡) increased its registered capital from RMB354 million to RMB610 million.
Save as disclosed above, there had been no other alterations of share capital of our
subsidiaries within the two years preceding the date of this Prospectus.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-2 –


--- page 552 ---
Resolutions of our Shareholders
Pursuant to the Shareholders’ meeting held on December 20, 2024, the following
resolutions, among others, were duly passed:
(a) the issue by our Company of H Shares of 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 before the exercise of the Over-allotment
Option shall not be more than 15% 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) subject to the completion of the Global Offering, the conditional adoption of the
Articles of Association, which shall become effective on the Listing Date, and the
authorization to the Board to amend the Articles of Association in accordance with
relevant laws and regulations and upon the request from the Hong Kong Stock
Exchange and relevant PRC regulatory authorities; and
(d) authorization to the Board and its authorized person(s) to handle all matters relating
to, among other things, the Global Offering, the issue and listing of the H Shares.
FURTHER INFORMATION ABOUT OUR BUSINESS
Summary of Material Contracts
The following contracts (not being contracts entered into in the ordinary course of
business) were entered into by our Group within the two years preceding the date of this
Prospectus and are or may be material:
(a) the cornerstone investment agreement dated June 23, 2025 entered into among our
Company, Huatai Capital Investment Limited, Goldman Sachs (Asia) L.L.C. and
China International Capital Corporation Hong Kong Securities Limited to subscribe
for H Shares of our Company at the Offer Price in an aggregate amount of the Hong
Kong dollar equivalent of US$20,000,000 (excluding brokerage, the SFC
transaction levy, the Stock Exchange trading fee and the AFRC transaction levy in
respect of such number of H Shares of our Company) and hold such H Shares on a
non-discretionary basis to hedge a series of cross-border delta-one OTC swap
transactions entered into by Huatai Capital Investment Limited, Huatai Securities
Co., Ltd. and Shanghai Greenwoods Asset Management Co., Ltd. (༟ପ၍
ʮ̡) as investment manager for and on behalf of certain investment funds;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-3 –


--- page 553 ---
(b) the cornerstone investment agreement dated June 23, 2025 entered into among our
Company, Greenwoods Asset Management Hong Kong Limited, Goldman Sachs
(Asia) L.L.C. and China International Capital Corporation Hong Kong Securities
Limited to subscribe for H Shares of our Company at the Offer Price in an aggregate
amount of the Hong Kong dollar equivalent of US$20,000,000 (excluding
brokerage, the SFC transaction levy, the Stock Exchange trading fee and the AFRC
transaction levy in respect of such number of H Shares of our Company);
(c) the cornerstone investment agreement dated June 23, 2025 entered into among our
Company, HT Investment Limited, Goldman Sachs (Asia) L.L.C. and China
International Capital Corporation Hong Kong Securities Limited to subscribe for H
Shares of our Company at the Offer Price in an aggregate amount of the Hong Kong
dollar equivalent of US$20,000,000 (excluding brokerage, the SFC transaction levy,
the Stock Exchange trading fee and the AFRC transaction levy in respect of such
number of H Shares of our Company);
(d) the cornerstone investment agreement dated June 23, 2025 entered into among our
Company, QRT Master Fund SPC (for and on behalf of its segregated portfolio Torus
Fund SP), Goldman Sachs (Asia) L.L.C. and China International Capital
Corporation Hong Kong Securities Limited to subscribe for H Shares of our
Company at the Offer Price in an aggregate amount of the Hong Kong dollar
equivalent of US$10,000,000 (excluding brokerage, the SFC transaction levy, the
Stock Exchange trading fee and the AFRC transaction levy in respect of such
number of H Shares of our Company);
(e) the cornerstone investment agreement dated June 23, 2025 entered into among our
Company, FCP Domains Co., Ltd., Goldman Sachs (Asia) L.L.C. and China
International Capital Corporation Hong Kong Securities Limited to subscribe for H
Shares of our Company at the Offer Price in an aggregate amount of the Hong Kong
dollar equivalent of US$10,000,000 (excluding brokerage, the SFC transaction levy,
the Stock Exchange trading fee and the AFRC transaction levy in respect of such
number of H Shares of our Company);
(f) the cornerstone investment agreement dated June 23, 2025 entered into among our
Company, NonaV erse (Hong Kong) Limited, Goldman Sachs (Asia) L.L.C. and
China International Capital Corporation Hong Kong Securities Limited to subscribe
for H Shares of our Company at the Offer Price in an aggregate amount of the Hong
Kong dollar equivalent of US$10,000,000 (excluding brokerage, the SFC
transaction levy, the Stock Exchange trading fee and the AFRC transaction levy in
respect of such number of H Shares of our Company); and
(g) the Hong Kong Underwriting Agreement.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-4 –


--- page 554 ---
Intellectual Property Rights
Save as disclosed below, as of the Latest Practicable Date, there were no other intellectual
property rights which are or may be material in relation to our business.
Trademarks
As of the Latest Practicable Date, we had registered the following trademarks which we
consider to be or may be material to our business:
No. Trademark Registered owner
Registration
No.
Place of
registration Expiry Date
1. /H1118/H1118
 the Company 577893 PRC January 9, 2032
2. /H1118/H1118
 the Company 1502301 PRC January 6, 2031
3. /H1118/H1118
 the Company 6269092 PRC September 27, 2029
4. /H1118/H1118
 the Company 6269114 PRC February 6, 2030
5. /H1118/H1118
 the Company 6269091 PRC June 20, 2032
6. /H1118/H1118
 the Company 24619775 PRC July 13, 2028
7. /H1118/H1118
 the Company 7660375 PRC January 20, 2031
8. /H1118/H1118
 the Company 301771335 Hong Kong November 23, 2030
9. /H1118/H1118
 the Company 32196253 PRC May 27, 2029
10. /H1118
 the Company 8615215 PRC September 13, 2031
11. /H1118
 the Company 30354463 PRC March 20, 2029
12. /H1118
 the Company 69819725 PRC September 6, 2033
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-5 –


--- page 555 ---
No. Trademark Registered owner
Registration
No.
Place of
registration Expiry Date
13. /H1118
 the Company 8653696 PRC February 6, 2032
14. /H1118
 the Company 8653751 PRC September 27, 2031
15. /H1118
 the Company 301785592 Hong Kong December 8, 2030
16. /H1118
 the Company 8202075 PRC April 13, 2031
17. /H1118
 the Company 4103569 PRC July 27, 2026
18. /H1118
 the Company 4103568 PRC July 27, 2026
19. /H1118
 the Company 18162352 PRC December 6, 2026
20. /H1118
 the Company 70365095 PRC September 13, 2033
21. /H1118/H1118
 the Company 32435251 PRC April 20, 2030
22. /H1118
 the Company 27148162 PRC October 20, 2028
23. /H1118
 the Company 30963084 PRC February 27, 2029
24. /H1118/H1118
 the Company 16415688 PRC June 20, 2026
25. /H1118
 the Company 16512041 PRC August 13, 2026
26. /H1118/H1118
 the Company 16433265 PRC May 27, 2026
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-6 –


--- page 556 ---
No. Trademark Registered owner
Registration
No.
Place of
registration Expiry Date
27. /H1118/H1118
 the Company 16433243 PRC May 20, 2026
28. /H1118
 the Company 7649867 PRC January 13, 2031
29. /H1118
 the Company 12782813 PRC October 27, 2034
30. /H1118
 the Company 12782934 PRC August 27, 2025
31. /H1118
 the Company 11553253 PRC March 6, 2034
32. /H1118
 the Company 42473669 PRC August 13, 2030
33. /H1118
 the Company 42477071 PRC August 13, 2030
34. /H1118
 the Company 42471706 PRC August 13, 2030
35. /H1118
 the Company 70385252 PRC January 22, 2034
36. /H1118
 Xiamen Anjoy Mr.
Frozen Supply
Chain Co., Ltd.
(΋
ʮ
̡)( “ Anjoy Mr.
Frozen ”)
33172256 PRC October 13, 2029
37. /H1118
Anjoy Mr. Frozen 33156889 PRC September 13, 2029
38. /H1118
 Anjoy Mr. Frozen 49036466 PRC August 20, 2031
39. /H1118
 Hubei New Liuwu 62789963 PRC September 20, 2030
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-7 –


--- page 557 ---
No. Trademark Registered owner
Registration
No.
Place of
registration Expiry Date
40. /H1118
 Honghu Xinhongye 29180866 PRC December 27, 2028
41. /H1118
 Honghu Xinhongye 20673682 PRC September 13, 2027
Patents
As of the Latest Practicable Date, we had registered the ownership of and/or had the right
to use the following patents which we consider to be or may be material to our business:
No. Patent Patent Owner
Patent
category
Place of
Registration Expiry Date
1. /H1118/H1118A high-quality minced fish
dough and preparation
method thereof ( ɓ၇Ꮄሯ
ج)
the Company;
Liaoning Anjoy;
Taizhou Anjoy;
Sichuan Anjoy
Invention
Patent
PRC October 15, 2032
2. /H1118/H1118Quick-frozen prepared food
forming and shaping
integrated line (ሜႡ
ɓ᜗ᇞ)
the Company;
Liaoning Anjoy;
Taizhou Anjoy;
Sichuan Anjoy
Invention
Patent
PRC November 9, 2034
3. /H1118/H1118A plant globulin source
auxiliary material and
preparation method
thereof (ଢஐͣ
ج)
the Company;
Liaoning Anjoy;
Taizhou Anjoy;
Sichuan Anjoy
Invention
Patent
PRC November 22, 2036
4. /H1118/H1118A method for improving the
gel of surimi products
based on sulfhydryl
oxidation by sulfhydryl
protease (⏆ਿஐ
ͣ㺛⏆ਿःʷҷഛ௡ᐯႡ
ج)
the Company;
Taizhou Anjoy
Invention
Patent
PRC August 26, 2033
5. /H1118/H1118A device to ensure the safety
of the screw rod lifting
system for the cover of a
high-temperature water
tank (৷๝˥ᅻ
ӻ୕τ
ༀໄ)
the Company;
Taizhou Anjoy;
Liaoning Anjoy
Invention
Patent
PRC August 20, 2038
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-8 –


--- page 558 ---
No. Patent Patent Owner
Patent
category
Place of
Registration Expiry Date
6. /H1118/H1118A powder sifting machine
and powder sifting
method to prevent dust
spillage ( ɓ၇ԣ४ྡྷ๐౳
ج)
the Company;
Taizhou Enjoy;
Liaoning Anjoy
Invention
Patent
PRC August 20, 2038
7. /H1118/H1118A continuous multi-layer
food smearing device ( ɓ
ༀ
ໄ)
the Company;
Taizhou Anjoy;
Liaoning Anjoy;
Sichuan Anjoy
Invention
Patent
PRC November 14, 2038
8. /H1118/H1118An equipment for preparing
food with shaped patterns
(ሜႡ
ႡЪண௪)
the Company;
Taizhou Anjoy;
Liaoning Anjoy;
Sichuan Anjoy
Invention
Patent
PRC September 5, 2037
9. /H1118/H1118An automatic suction and
separation device and
method for flexible strip
food (ۜ࠮ً
ج)
the Company;
Taizhou Anjoy;
Liaoning Anjoy;
Sichuan Anjoy
Invention
Patent
PRC February 25, 2039
10. /H1118Fermented glutinous rice
milk for rice wine and
fish balls prepared
therefrom ( ɓ၇Ϸৢৢᜰ
௡ɬ)
the Company;
Taizhou Anjoy;
Sichuan Anjoy;
Liaoning Anjoy;
Henan Anjoy;
Hubei Anjoy
Invention
Patent
PRC November 16, 2040
11. /H1118A process for improving the
yield of surimi in frozen
surimi processing ( ɓ၇и
௡ᐯ̋ʈʕ౤৷௡ᐯ੻
ج)
the Company Invention
Patent
PRC July 30, 2029
12. /H1118A new type of fully
intelligent anti-clogging
steam water delivery
valve (Ό౽ঐԣ
ੁ෦ႋӛ፩˥უ)
the Company; Henan
Anjoy; Wuxi
Huashun; Taizhou
Anjoy; Liaoning
Anjoy; Sichuan
Anjoy; Hubei
Anjoy;
Guangdong Anjoy
Utility
Model
PRC June 27, 2033
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-9 –


--- page 559 ---
No. Patent Patent Owner
Patent
category
Place of
Registration Expiry Date
13. /H1118A mesh belt continuous
sterilization device ( ɓ၇
ၣ੭ஹᚃऊ૨ༀໄ)
the Company; Henan
Anjoy; Wuxi
Huashun; Taizhou
Anjoy; Liaoning
Anjoy; Sichuan
Anjoy; Hubei
Anjoy;
Guangdong Anjoy;
Shandong Anjoy
Utility
Model
PRC January 21, 2034
14. /H1118A kind of hidden stop alarm
device for the sinking
mesh belt of the water
boiling tank ( ɓ၇˥೎ᅻ
ਊ৾జᙆༀໄ)
the Company; Henan
Anjoy; Wuxi
Huashun; Taizhou
Anjoy; Liaoning
Anjoy; Sichuan
Anjoy; Hubei
Anjoy;
Guangdong Anjoy;
Shandong Anjoy
Utility
Model
PRC December 24, 2033
15. /H1118A solid product screening
and slag removal device
(ጜ፯ৰಮༀ
ໄ)
the Company;
Sichuan Anjoy;
Taizhou Anjoy;
Liaoning Anjoy;
Henan Anjoy;
Hubei Anjoy;
Guangdong Anjoy
Utility
Model
PRC August 30, 2033
16. /H1118A water boiling tank that
can automatically remove
oil and residue ( ɓ၇ঐІ
˥೎ᅻ)
the Company;
Taizhou Anjoy;
Liaoning Anjoy;
Wuxi Huashun;
Sichuan Anjoy;
Hubei Anjoy;
Henan Anjoy;
Guangdong Anjoy
Utility
Model
PRC February 4, 2034
17. /H1118A water boiling line device
(˥ᇞༀໄ)
the Company;
Taizhou Anjoy;
Wuxi Huashun;
Henan Anjoy;
Liaoning Anjoy;
Hubei Anjoy;
Sichuan Anjoy;
Guangdong Anjoy
Utility
Model
PRC May 7, 2033
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-10 –


--- page 560 ---
No. Patent Patent Owner
Patent
category
Place of
Registration Expiry Date
18. /H1118A sensible heat recovery
device for refrigeration
system (ٙ
ᜑᆠΫϗༀໄ)
the Company; Wuxi
Huashun;
Liaoning Anjoy
Utility
Model
PRC June 11, 2029
19. /H1118An auxiliary device for an
open frying machine ( ɓ
ዚႾпༀໄ)
the Company; Wuxi
Huashun; Taizhou
Anjoy; Liaoning
Anjoy; Sichuan
Anjoy; Henan
Anjoy; Hubei
Anjoy
Utility
Model
PRC September 8, 2032
20. /H1118Grouting device and pastry
grouting equipment (ᆉ
ᆉண௪)
Wuxi Huashun Utility
Model
PRC August 22, 2033
21. /H1118An automatic material
recovery device ( ɓ၇І
Ϋϗༀໄ)
Wuxi Huashun Utility
Model
PRC July 6, 2033
22. /H1118Packaging bags (Anjoy
Xiaochu series)
(̍ༀ஛(τʜʃᄼӻΐ))
the Company Design PRC July 3, 2037
23. /H1118Packaging bags (steamed
and fried dumplings
series) ( ̍ༀ஛(ႋ๦ჲӻ
ΐ))
the Company Design PRC November 21, 2036
24. /H1118Packaging bags (Chinese
pancakes series) ( ̍ༀ஛
(˓Ҵჳӻΐ))
the Company Design PRC November 21, 2036
25. /H1118Packaging bags (roasted
pork sausage series) ( ̍
ༀ஛(˦ʆͩट໑ӻΐ))
the Company Design PRC July 3, 2038
26. /H1118Packaging bags (2.5kg
steamed buns) ( ̍ༀ஛(˥
౺̍2.5ɷд))
the Company Design PRC July 23, 2038
27. /H1118Packaging bags (siumai
series) ( ̍ༀ஛(ॷͤደ௥
ӻΐ))
the Company Design PRC July 6, 2038
28. /H1118Packaging bags (480g meat
rolls) ( ̍ༀ஛(՜
480д))
the Company Design PRC July 23, 2038
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-11 –


--- page 561 ---
No. Patent Patent Owner
Patent
category
Place of
Registration Expiry Date
29. /H1118Packaging bags (400g black
pepper beef puff pastry)
(̍ༀ
஛(ලಕˬЂඍͤ᎟ჳ,
400д))
the Company Design PRC August 27, 2038
30. /H1118Packaging bags (soup
dumplings, 1kg) ( ̍ༀ஛
(ᙺಷʃᛐ̍,1ɷд))
the Company Design PRC September 14, 2038
31. /H1118Packaging bags (1kg new
series of balls) ( ̍ༀ஛(1
ӻΐ))
the Company Design PRC August 17, 2038
32. /H1118Packaging bags (original
flavored wheat shaped
sausage) ( ̍ༀ஛(բ௥
ᐦ໑))
the Company Design PRC November 8, 2038
33 /H1118/H1118Packaging bag (Crabweibao
series) ( ̍ༀ஛(ᖾբᘒӻ
ΐ))
the Company Design PRC May 15, 2038
34 /H1118/H1118Packaging bags (cheese
bags, fish roe attached
series) ( ̍ༀ஛(ɻ̍e
၅஛ӻΐ))
the Company Design PRC March 22, 2036
35 /H1118/H1118Packaging bag (intestine
series, 200 grams) ( ̍ༀ
஛(໑ᗳӻΐ,200 д))
the Company Design PRC April 8, 2035
36 /H1118/H1118Packaging bags (240g series)
(̍ༀ஛(240 дӻΐ))
the Company Design PRC June 17, 2034
37 /H1118/H1118Walnut Bun (̍) the Company Design PRC January 4, 2031
38 /H1118/H1118Fish roe grilled
(ደ)
the Company Design PRC February 3, 2031
39 /H1118/H1118Ball ( ɬɿ) the Company Design PRC August 24, 2031
40 /H1118/H1118Hot pot ingredients
(flowering sausage with
flowers on both ends
series) (ࣘ( ໑Շ
ӻΐ))
the Company Design PRC November 9, 2030
41 /H1118/H1118Fish roe fried fish balls ( ௡
௡ஐ)
the Company Design PRC August 25, 2031
42 /H1118/H1118Fish Tofu ( ௡Ԍၵ) the Company Design PRC August 24, 2031
43 /H1118/H1118Brown sugar cake
(ጟ೯ጞ)
the Company Design PRC January 4, 2031
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-12 –


--- page 562 ---
No. Patent Patent Owner
Patent
category
Place of
Registration Expiry Date
44 /H1118/H1118Old-style steamed buns ( ϼ
ᗷ᎘)
the Company Design PRC January 4, 2031
45 /H1118/H1118Dumplings (three)
(ჲ(ɧ))
the Company Design PRC August 25, 2031
46 /H1118/H1118Hot pot ingredients
(flowering kiss sausage
one end blooming series)
(ࣘ( ፋፋ໑ɓ၌
ӻΐ))
the Company Design PRC November 5, 2030
47 /H1118/H1118Packing box (Marunozun)
(̍ༀᇌ(ɬʘయ))
the Company Design PRC August 29, 2033
48 /H1118/H1118Packing box (general box
series) ( ̍ༀᇌ(ஷ͜ᇌӻ
ΐ))
the Company Design PRC August 29, 2033
49 /H1118/H1118Crab sticks (V-shaped crab
sticks) ( ᖾЂಏ(Vݣ))
the Company Design PRC November 26, 2033
50 /H1118/H1118Packing box (Anjing
Kitchen) ( ̍ༀᇌ(τʜʃ
ᄼ))
the Company Design PRC August 8, 2037
51 /H1118/H1118Packaging box (single frozen
lobster tail) ( ̍ༀଷ(ࡖ
Ꮂሃ҈))
the Company Design PRC August 8, 2037
Copyrights
As of the Latest Practicable Date, our Group owned the following copyrights which we
consider to be material to our business:
No. Name Registered owner
Place of
Registration Expiry Date
1. /H1118/H1118/H1118/H1118AGV mission Management system V1.0
(AGV ΂ਕ၍ଣӻ୕V1.0)
the Company PRC December 31,
2074
2. /H1118/H1118/H1118/H1118AI-based visionary inspection system V1.0
(׵AIൖᙂᏨ಻ӻ୕V1.0)
the Company PRC December 31,
2073
3. /H1118/H1118/H1118/H1118Boiling line control system V1.0 ( ˥೎ᇞછ
Փӻ୕V1.0)
the Company PRC December 31,
2073
4. /H1118/H1118/H1118/H1118Round-shaped switching conveying control
system V1.0 ( ΫҖʲ౬፩৔છՓӻ୕
V1.0)
the Company PRC December 31,
2073
5. /H1118/H1118/H1118/H1118Chopping machine control system V1.0 ( ૃ
ዚછՓӻ୕V1.0)
the Company PRC December 31,
2073
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-13 –


--- page 563 ---
No. Name Registered owner
Place of
Registration Expiry Date
6. /H1118/H1118/H1118/H1118Material wizard picking system [abbr.
material wizard] V1.0 (ӻ
୕[ᔊ၈:ၚᜳ]V1.0)
the Company PRC December 31,
2074
7. /H1118/H1118/H1118/H1118Android PDA binding system V1.0 ( τՙ
PDAᘒӻ୕V1.0)
the Company PRC December 31,
2069
8. /H1118/H1118/H1118/H1118Android production ingredient weighing
system V1.0 (၈ඎӻ୕
V1.0)
the Company PRC December 31,
2069
9. /H1118/H1118/H1118/H1118Food production MES system V1.0 (͛
ପMESӻ୕V1.0)
the Company PRC December 31,
2069
10. /H1118/H1118/H1118Anjoy Home system [abbr. Anjoy Home]
V1.0 (ӻ୕[ᔊ၈:τʜʘ
࢕]V1.0)
the Company PRC December 31,
2070
11. /H1118/H1118/H1118Xiao-wan-tong (Jade rabbit welcoming
spring) ( ʃɬഁ(݆ڎ))
the Company PRC December 31,
2072
12. /H1118/H1118/H1118La Dang Jia + graphic trademark logo ( Ⴢ
࢕+ྡҖਠᅺᅺᗆ)
Wuxi Huashun PRC December 31,
2056
Domain Names
As of the Latest Practicable Date, our Group had registered the following domain names
which we consider to be or may be material to our business:
No. Domain name Registered Owner Expiry Date
1. /H1118/H1118/H1118/H1118/H1118ajxt.net the Company November 11, 2033
2. /H1118/H1118/H1118/H1118/H1118anjoyfood.com the Company August 21, 2033
3. /H1118/H1118/H1118/H1118/H1118anjoyfood.com.cn the Company September 30, 2033
4. /H1118/H1118/H1118/H1118/H1118hhxhysp.cn Honghu Xinhongye February 4, 2029
5. /H1118/H1118/H1118/H1118/H1118newliuwu.com Hubei New Liuwu August 19, 2025
6. /H1118/H1118/H1118/H1118/H1118hbliuwu.com Hubei New Liuwu December 15, 2026
FURTHER INFORMATION ABOUT OUR DIRECTORS, SUPERVISORS, CHIEF
EXECUTIVE AND SUBSTANTIAL SHAREHOLDERS
Interests of our Directors, Supervisors and chief executive in the Company and our
associated corporations
Save as disclosed below, immediately following the completion of the Global Offering
(assuming that the Over-allotment Option is not exercised and no new Shares are issued under
the 2023 Share Option Incentive Plan), so far as our Directors are aware, none of our Directors,
Supervisors and chief executive has any interests and short positions in our Shares, underlying
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-14 –


--- page 564 ---
Shares or debentures of our Company or any of our associated corporations (within the
meaning of Part XV of the SFO) (i) which will have to be notified to us and the Stock Exchange
pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions
in which they are taken or deemed to have under such provisions of the SFO), or (ii) which will
be required, pursuant to section 352 of the SFO, to be entered in the register referred to therein,
or (iii) which will be required to be notified to us and the Stock Exchange pursuant to the
Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing
Rules:
Name Position
Nature of
Interest
Description
of Shares
Number of
Shares
Approximate
Percentage of
Shareholding in the
A Shares
Immediately after
Completion of the
Global Offering
(assuming the
Over-allotment
Option is not
exercised and no
new Shares are
issued under the
2023 Share Option
Incentive Plan)
Approximate
Percentage of
Shareholding in the
Total Share Capital
Immediately after
Completion of the
Global Offering
(assuming the
Over-allotment
Option is not
exercised and no
new Shares are
issued under the
2023 Share Option
Incentive Plan)
(%) (%)
Mr. Liu
Mingming /H1118/H1118/H1118
Chairman of the
Board and
executive
Director
Beneficial
owner
A Shares 12,286,114 4.19 3.69
Mr. Zhang
Qingmiao /H1118/H1118/H1118
Executive Director
and general
manager
Beneficial
owner
A Shares 5,125,300 1.75 1.54
Mr. Huang
Jianlian /H1118/H1118/H1118/H1118
Executive Director
and deputy
general
manager
Beneficial
owner
A Shares 1,710,150
(1) 0.58 0.51
Dr. Zheng
Y anan/H1118/H1118/H1118/H1118/H1118
Non-executive
Director
Beneficial
owner
A Shares 80,000 (2) 0.03 0.02
Notes:
(1) Out of the 1,710,150 A Shares, Mr. Huang Jianlian has been granted outstanding options to subscribe
for 80,000 A Shares under the 2023 Share Option Incentive Plan.
(2) Dr. Zheng Y anan has been granted outstanding options to subscribe for 80,000 A Shares under the 2023
Share Option Incentive Plan.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-15 –


--- page 565 ---
Interests of the substantial shareholders in the Shares
Save as disclosed in “Substantial Shareholder”, immediately following the completion of
the Global Offering and without taking into account any Shares which may be issued pursuant
to the exercise of the Over-allotment Option and assuming no new Shares are issued under the
2023 Share Option Incentive Plan, our Directors are not aware of any other person (not being
a Director, Supervisor or chief executive of our Company) who will have an interest or short
position in our Shares or the underlying Shares which would fall to be disclosed to us and the
Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is,
directly or indirectly, interested in 10% or more of the issued voting shares of our Company.
Interests of the substantial shareholders in other members of our Group
Name of the Subsidiary Name of Shareholder
Percentage of
Interest in the
Subsidiary
(%)
Honghu Anjoy Food Co., Ltd. (ಳτ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Xiao Huabing ( ӽശж)(1) 10.00
Honghu Xinhongye Food Co., Ltd. (ݳ
ʮ̡) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Xiao Huabing (1) 10.00
Hubei New Liuwu Foodstuff Co., Ltd.
(ʮ̡) /H1118/H1118/H1118/H1118/H1118
Liu Zhonghu (ډ׀ݣ2) 30.00
Oriental Food Express Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118Dakun Wang (3) 30.01
Notes:
(1) Mr. Xiao Huabing is the founder and a director of Honghu Xinhongye.
(2) Mr. Liu Zhonghu is the founder and a director of Hubei New Liuwu.
(3) Mr. Dakun Wang is the chief executive officer of Oriental Food Express Limited.
So far as set out above and save as disclosed in the Prospectus, our Directors are not
aware of any persons (other than our Directors, Supervisors 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.
Particulars of Directors’ and Supervisors’ Service Contracts
Each of the Directors and Supervisors has entered into a service contract or a letter of
appointment with our Company.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-16 –


--- page 566 ---
Save as disclosed above, we have not entered into, and do not propose to enter into any
service contracts with any of our Directors or Supervisors in their respective capacities as
Directors or Supervisors (excluding agreements expiring or determinable by any member of
our Group within one year without payment of compensation other than statutory
compensation).
Remuneration of Directors and Supervisors
Save as disclosed in “Directors, Supervisors and Senior Management” and Note 10 to the
Accountants’ Report set out in Appendix I to this Prospectus for the three financial years ended
December 31, 2022, 2023 and 2024, none of our Directors or Supervisors received other
remunerations of benefits in kind from us.
Disclaimers
(a) save as disclosed in this section, none of our Directors, Supervisors or our chief executive
has any interest or short position in our Shares, underlying Shares or debentures of our
Company or any of our associated corporations (within the meaning of Part XV of the
SFO) which will have to be notified to us and the Stock Exchange pursuant to Divisions
7 and 8 of Part XV of the SFO, or which will be required, pursuant to section 352 of the
SFO, to be entered in the register referred to therein, or which will be required to be
notified to us and the Stock Exchange pursuant to Model Code for Securities Transactions
by Directors of Listed Issuers once the H Shares are listed on the Stock Exchange;
(b) save as disclosed in the section headed “Substantial Shareholders”, none of our Directors
or Supervisors is aware of any person (not being a Director, Supervisor or chief executive
of our Company) who will, immediately following the completion of the Global Offering
(without taking into account any H Shares which may be allotted and issued pursuant to
the exercise of the Over-allotment Option), have an interest or short position in our Shares
or underlying Shares which would fall to be disclosed to us under the provisions of
Divisions 2 and 3 of Part XV of the SFO or who is interested, directly or indirectly, in
10% or more of the issued voting shares of any member of our Group;
(c) none of our Directors, Supervisors, their respective close associates (as defined under the
Listing Rules) or Shareholders who own more than 5% of the number of issued shares of
our Company have any interests in the five largest customers or the five largest suppliers
of our Group for each year/period during the Track Record Period; and
(d) none of our Directors or Supervisors is materially interested in any contract or
arrangement subsisting at the date of this Prospectus which is significant in relation to the
business of our Group taken as a whole. None of our Directors, Supervisors or any of the
parties listed in “Qualifications of Experts” of this Appendix is:
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-17 –


--- page 567 ---
i. interested in our promotion, or in any assets which have been, within two years
immediately preceding the date of this Prospectus, acquired or disposed of by or
leased to us, or are proposed to be acquired or disposed of by or leased to any
member of our Group; or
ii. materially interested in any contract or arrangement subsisting at the date of this
Prospectus which is significant in relation to our business.
2023 SHARE OPTION INCENTIVE PLAN
Summary
As of the date of this Prospectus, options representing 11,028,800 A Shares under the
2023 Share Option Incentive Plan remained outstanding. No options under the 2023 Share
Option Incentive Plan will be further granted and all granted options have been granted to
specific individuals under the 2023 Share Option Incentive Plan. Pursuant to Rule 17.02(1)(b)
of the Listing Rules, the 2023 Share Option Incentive Plan does not need to be approved by
the Shareholders after Listing. In addition, given the 2023 Share Option Incentive Plan will not
involve the grant of new Shares or options over new Shares after Listing and given all material
terms of the 2023 Share Option Incentive Plan have been clearly set out in this Prospectus, the
options granted to specified participants before Listing as set out above may continue to be
valid after Listing, although the terms of the 2023 Share Option Incentive Plan do not comply
with the provisions of Chapter 17 of the Listing Rules, as provided for under Rule 17.02(1)(b)
of the Listing Rules.
We have applied to the Stock Exchange and the SFC, respectively, for, (i) a waiver from
strict compliance with the disclosure requirements under Rule 17.02(1)(b) of the Listing Rules
and paragraph 27 of Appendix D1A to the Listing Rules; and (ii) an exemption under section
342 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance from strict
compliance with the disclosure requirements of paragraph 10 of Part I of the Third Schedule
to the Companies (Winding Up and Miscellaneous Provisions) Ordinance. For more details, see
“Waivers and Exemption”.
The following is a summary of the principal terms of the 2023 Share Option Incentive
Plan, which was adopted by the Company and took effect on October 13, 2023.
(a) Purpose
In order to further improve the corporate governance structure of the Company, establish
and improve the Company’s long-term incentive and restraint mechanism, attract and retain the
Company’s core management personnel and key talents, fully mobilize their enthusiasm and
creativity, effectively enhance the cohesion of the core team and core competitiveness of the
Company, effectively combine the interests of the shareholders, the Company and the core
team, so as to enable all parties to pay attention to the Company’s long-term development, and
to ensure the realization of the development strategy and business objectives of the Company.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-18 –


--- page 568 ---
On the premise of fully safeguarding the interests of shareholders and in accordance with the
principle of reciprocity between earnings and contributions, the plan is formulated in
accordance with the PRC Company Law, the PRC Securities Law, the Administrative Measures
on Equity Incentives for Listed Companies, the Shanghai Stock Exchange Listing Rules and
other relevant laws, administrative regulations and standardized documents, as well as the
provisions of the Articles of Association of the Company.
(b) Type of Awards
The 2023 Share Option Incentive Plan provides for awards of share options.
(c) Scope of Participants
Directors, senior management and production, marketing and technical backbones serving
in the Company (including its subsidiaries). For those who fall within the scope of the
incentive targets under the 2023 Share Option Incentive Plan, the Remuneration and Evaluation
Committee shall draw up a list of names, which shall be verified and determined by the
Supervisory Committee of the Company.
(d) Administration
The Shareholders’ meeting is the highest authority of the 2023 Share Option Incentive
Plan. The Board is the managing authority of the 2023 Share Option Incentive Plan. The
Supervisory Committee and independent non-executive Directors are the supervising
authorities of the 2023 Share Option Incentive Plan.
(e) Source of Shares
The source of the underlying shares of the 2023 Share Option Incentive Plan shall be A
Shares of the Company issued by the Company to the incentive recipients and/or repurchased
from the secondary market.
(f) Maximum Number of Shares
The total number of options of the 2023 Share Option Incentive Plan is 12,000,000,
representing 12,000,000 A Shares accounting for 4.09% of the total A Shares in issue on the
date of publication of this plan. The total number of A Shares involved with all incentive plans
of the Company shall not exceed 10% of the total outstanding share capital of our Company.
The maximum number of Shares granted to any participant under the 2023 Share Option
Incentive Plan shall not exceed 1% of the total outstanding share capital of our Company.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-19 –


--- page 569 ---
(g) Date of Grant
After the 2023 Share Option Incentive Plan has been considered and approved by the
general meeting of the Company, the Company will convene the Board meeting to make the
initial grant of options to the incentive recipients in accordance with the relevant regulations
and complete the registration, announcement and other relevant procedures within 60 days (if
there are conditions for the granting of options, the period shall be counted from the fulfillment
of such conditions). If the Company fails to complete the aforesaid work within 60 days, it
shall promptly disclose the reasons for such failure and announce the termination of the
implementation of the 2023 Share Option Incentive Plan, and the period during which interests
may not be granted under the Administrative Measures on Equity Incentives for Listed
Companies shall not be counted as part of the 60 days.
The authorization date of the reserved portion of stock options shall be confirmed by the
Board of the Company within 12 months after the Shareholders’ meeting.
The authorization date shall be determined by the Board after the 2023 Share Option
Incentive Plan had been considered and approved by the Shareholders’ meeting, and the
authorization date must be a trading day. If the date determined in accordance with the above
principles is a non-trading day, the authorization date shall be postponed to the first trading day
thereafter.
(h) V esting Period
The vesting period for the initial grant of options under the 2023 Share Option Incentive
Plan is below:
 as to 40% of the aggregate number of options between the first trading day following
the 12th month after the registration date (the “ Registration Date ”) and the first
trading day following the 24th month after the Registration Date;
 as to 30% of the aggregate number of options between the first trading day following
the 24th months after the Registration Date and the first trading day following the
36th month after the Registration Date; and
 as to 30% of the aggregate number of options between the first trading day following
the 36th months after the Registration Date and the first trading day following the
48th month after the Registration Date.
The vesting period for the reserved grant of options under the 2023 Share Option
Incentive Plan is below:
 as to 50% of the aggregate number of options between the first trading day following
the 12th month after the Registration Date and the first trading day following the
24th month after the Registration Date; and
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-20 –


--- page 570 ---
 as to 50% of the aggregate number of options between the first trading day following
the 24th months after the Registration Date and the first trading day following the
36th month after the Registration Date.
After the vesting period, the options granted under the 2023 Share Option Incentive Plan
are exercisable on a trading day, other than: (i) within thirty days before the publication of the
Company’s annual report or interim report, or if the publication is postponed, within thirty days
before the original scheduled publication date; (ii) within ten days prior to the publication of
the Company’s quarterly report, earnings forecast and preliminary results; (iii) within the
period from the date of occurrence of a significant event that may have a significant impact on
the trading price of the Company’s A Shares and its derivatives or the date of entering the
decision-making process to the date of disclosure in accordance with the law; and (iv) other
periods stipulated by CSRC and Shanghai Stock Exchange.
(i) Exercise Price
The initial exercise price of the options granted under the 2023 Share Option Incentive
Plan (including the reserved options) is RMB106.03 per A Share. The exercise price will be
adjusted upon the occurrence of certain events, including among others, increase in the share
capital by way of capitalization of capital reserves, issue of bonus shares, subdivision of
shares, issue of new shares or payment of dividends. As at the Latest Practicable Date, the
exercise price is RMB102.12 per A Share.
(j) Rights and Obligations of our Company
(1) The Company has the right to interpret and implement the 2023 Share Option
Incentive Plan and evaluate the grantees according to the relevant provisions of the
2023 Share Option Incentive Plan;
(2) The Company has the right to require the incentive recipients to work for the
Company in accordance with the requirements of the positions for which they have
been hired. If the incentive recipients are unable to perform the jobs for which they
have been hired or fail to pass the assessment, or if the incentive recipients have
seriously harmed the Company’s interests or reputation due to violating the law,
breach of professional ethics, disclosure of the Company’s confidentiality, violation
of the Company’s rules and regulations, or breach of duty or malfeasance of duty,
the Board of the Company may, with the approval of the Board of the Company,
cancel the incentive recipients’ unexercised stock options;
(3) The Company withholds and pays on behalf of the incentive recipients the personal
income tax and other taxes payable by the incentive recipients in accordance with
the relevant provisions of related tax laws and regulations;
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-21 –


--- page 571 ---
(4) The Company undertakes not to provide loans and any other form of financial
assistance, including guaranteeing loans, to the participants for the purpose of
acquiring the relevant options under the 2023 Share Option Incentive Plan;
(5) The Company shall fulfill the declaration and disclosure obligations in relation to
the 2023 Share Option Incentive Plan in a timely manner according to the relevant
regulations;
(6) The Company shall actively cooperate with the grantees who meet the exercise
conditions to exercise their options in accordance with the 2023 Share Option
Incentive Plan and the relevant regulations of the CSRC, the Shanghai Stock
Exchange and securities depository and clearing institution. However, if the grantee
fails to exercise his/her options for the reasons that are attributable to the CSRC, the
Shanghai Stock Exchange or securities depository and clearing institution, our
Company shall not be liable for the losses causes to such grantee; and
(7) Other rights and obligations stipulated by laws, regulations, departmental rules,
normative documents and the 2023 Share Option Incentive Plan.
Outstanding Options Granted
As at the Latest Practicable Date, all the outstanding options under the 2023 Share Option
Incentive Plan has been granted to 1,379 grantees to subscribe for 11,028,800 A Shares,
representing approximately 3.31% in the total number of Shares in issue immediately after
completion of the Global Offering (assuming the Over-allotment Option is not exercised and
no new Shares are issued under the 2023 Share Option Incentive Plan). Among the outstanding
options granted, two Directors, three members of senior management, nine other connected
persons of the Company, and 1,365 grantees who are employees of our Group and are not
Directors, member of senior management, consultants or connected persons of the Company
were granted outstanding options to subscribe for 160,000 A Shares, 220,000 A Shares, 409,000
A Shares, and 10,239,800 A Shares, respectively. No consideration was paid/payable for the
options granted to the grantees under the 2023 Share Option Incentive Plan.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-22 –


--- page 572 ---
The table below sets forth the details of the outstanding options granted to Directors,
member of senior management or connected persons of the Company and other employees of
the Group under the 2023 Share Option Incentive Plan:
Name Address Position
Date of
Grant
Vesting
Period/
Exercise
Period (1)
Exercise
Price
Number of A
Shares Underlying
the Outstanding
Options Granted
under the 2023
Share Option
Incentive Plan
Approximate
Percentage in the
Issued Shares
Immediately after
the Global
Offering
(assuming the
Over-allotment
Option is not
exercised and no
new Shares are
issued under the
2023 Share Option
Incentive Plan)
Directors
Mr. Huang Jianlian /H1118Unit 3-102, Building
3, Block 4, Green
Garden New City,
Haicang District,
Xiamen, Fujian
Province, PRC
Executive Director
and deputy
general manager
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 80,000 0.02%
Dr. Zheng Y anan /H1118/H1118Unit 17, Block 1,
Lijing Garden,
Shunyi District,
Beijing PRC
Non-executive
Director
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 80,000 0.02%
Senior Management
Mr. Huang Qingsong /H1118Room 213, No. 241,
Y uhou South Lane,
Siming District,
Xiamen, Fujian
Province, PRC
Deputy general
manager
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 80,000 0.02%
Mr. Liang Chen /H1118/H1118/H1118Room 101, Building
9, Block 4, Lvyuan
Xincheng, Haicang
District, Xiamen,
Fujian Province,
PRC
Board secretary October 25,
2023
1t o4
years
(Note 1)
RMB102.12 70,000 0.02%
Ms. Tang Yi /H1118/H1118/H1118/H1118Room 1504, No. 900,
Jiefang East Road,
Liangxi District,
Wuxi, Jiangsu
Province, PRC
Chief financial
officer
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 70,000 0.02%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-23 –


--- page 573 ---
Name Address Position
Date of
Grant
Vesting
Period/
Exercise
Period (1)
Exercise
Price
Number of A
Shares Underlying
the Outstanding
Options Granted
under the 2023
Share Option
Incentive Plan
Approximate
Percentage in the
Issued Shares
Immediately after
the Global
Offering
(assuming the
Over-allotment
Option is not
exercised and no
new Shares are
issued under the
2023 Share Option
Incentive Plan)
Connected Persons
Ms. Pang Ke ( ᕼ᭿) /H1118Room 1102, No. 121,
Mianhua Lane,
Beitang District,
Wuxi, Jiangsu
Province, China
Director of Wuxi
Huashun
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 60,000 0.02%
Mr. Jiang Meng
(Ϫଛ) /H1118/H1118/H1118/H1118/H1118/H1118
No. 121-1, Jiaotong
Road, Chengguan
Town, Luoshan
County, Henan
Province, PRC
General manager of
Henan Anjoy
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 60,000 0.02%
Mr. Jiang Heng
(Ϫ㛬) /H1118/H1118/H1118/H1118/H1118/H1118
No. 6, Hulou Group,
Dalingxia Village,
Gaotou Township,
Y ongding District,
Longyan, Fujian
Province, PRC
General manager of
Taizhou Anjoy
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 60,000 0.02%
Mr. Xiao Huabing
(ӽശж) /H1118/H1118/H1118/H1118/H1118
No. 4, Taima Lake
Fishery, Binhu,
Honghu, Hubei
Province, PRC
Director of Honghu
Xinhongye
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 60,000 0.02%
Ms. Gu Zhihua
(ശ) /H1118/H1118/H1118/H1118/H1118
Room 601, No. 136
Y uexiu Garden,
Binhu District,
Wuxi, Jiangsu
Province, PRC
Supervisor of Wuxi
Anjoy Marketing
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 50,000 0.02%
Ms. Ruan Dongna
(ࢆ؇)H1118/H1118/H1118/H1118/H1118
Room 202, No. 20-3,
Sha Po Wei, Siming
District, Xiamen,
Fujian Province,
PRC
Supervisor of
Taizhou Anjoy
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 46,000 0.01%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-24 –


--- page 574 ---
Name Address Position
Date of
Grant
Vesting
Period/
Exercise
Period (1)
Exercise
Price
Number of A
Shares Underlying
the Outstanding
Options Granted
under the 2023
Share Option
Incentive Plan
Approximate
Percentage in the
Issued Shares
Immediately after
the Global
Offering
(assuming the
Over-allotment
Option is not
exercised and no
new Shares are
issued under the
2023 Share Option
Incentive Plan)
Mr. Lian Huizhang
(ஹ౉௝) /H1118/H1118/H1118/H1118/H1118
Room 18-401,
No. 174, Da Xue
Road, Siming
District, Xiamen,
Fujian, PRC
Supervisor of Wuxi
Huashun
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 46,000 0.01%
Mr. Lin Yi (ᆇ) /H1118/H11181-703, No. 34,
Xiagang Xincun,
Siming District,
Xiamen, Fujian
Province, PRC
Supervisor of
Henan Anjoy
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 15,000 0.005%
Mr. Du Cheng ( Ӂ
ϓ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Group 2, Qifang
Village, Qifang
Town, Zaoyang,
Hubei Province,
PRC
Second-level deputy
manager of the
statistics
department at
Sichuan Anjoy
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 12,000 0.004%
Other grantees who had been granted options to subscribe for an aggregate number of 50,000 or more A Shares
Mr. Zhou Wenguo
(؈)H1118/H1118/H1118/H1118/H1118
Room 605, No. 270,
Xianyue Road,
Siming District,
Xiamen, Fujian
Province, PRC
Technical director October 25,
2023
1t o4
years
(Note 1)
RMB102.12 101,000 0.03%
Mr. Y e Weijian
(ܔ)H1118/H1118/H1118/H1118/H1118
Room 1206, No. 226,
Residential Phase I,
Maluanwan Metro
Community,
Xiamen, Fujian
Province, PRC
General manager of
Guangdong
Anjoy
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 90,000 0.03%
Mr. Y u Xiaojun
(ወё) /H1118/H1118/H1118/H1118/H1118
No. 963, Jintaihu
International City,
Beitang District,
Wuxi City, Jiangsu
Province, PRC
General manager of
Shandong Anjoy
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 60,000 0.02%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-25 –


--- page 575 ---
Name Address Position
Date of
Grant
Vesting
Period/
Exercise
Period (1)
Exercise
Price
Number of A
Shares Underlying
the Outstanding
Options Granted
under the 2023
Share Option
Incentive Plan
Approximate
Percentage in the
Issued Shares
Immediately after
the Global
Offering
(assuming the
Over-allotment
Option is not
exercised and no
new Shares are
issued under the
2023 Share Option
Incentive Plan)
Mr. Ni Rutie
(ν᚛) /H1118/H1118/H1118/H1118/H1118
Room 902, No. 45-2,
Wenping Road,
Siming District,
Xiamen, Fujian
Province, PRC
General manager of
Frozen-food
Master
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 60,000 0.02%
Mr. Y an Kaidong
(؇)H1118/H1118/H1118/H1118/H1118
Room 603, No. 75-3,
Wenping Road,
Siming District,
Xiamen, Fujian
Province, PRC
Deputy general
manager of
marketing center
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 60,000 0.02%
Mr. Y u Tenghui
(Яᙜฯ) /H1118/H1118/H1118/H1118/H1118
Room 706, No. 23-3,
Hexiang East Road,
Siming District,
Xiamen, Fujian
Province, PRC
General manager of
Hubei Anjoy
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 60,000 0.02%
Mr. Zhang Shaohua
(ੵˇശ) /H1118/H1118/H1118/H1118/H1118
Bixi Street, Y ong’an
Town, Tongjiang
County, Sichuan
Province, PRC
General manager of
Sichuan Anjoy
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 60,000 0.02%
Mr. Liu Zhonghu
(ډ׀ݣ)H1118/H1118/H1118/H1118/H1118
Group 1, Affiliated
Village, Laoxin
Town, Qianjiang
City, Hubei
Province, PRC
General manager of
Hubei New
Liuwu
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 60,000 0.02%
Mr. Chen Xincai
(௓อʑ) /H1118/H1118/H1118/H1118/H1118
Room 302, Building
A10, Jiu Shi
Shuian, Wanggang
Community and
Residential
Committee,
Longgang Economic
Development Zone,
Y aohai District,
Hefei, Anhui
Province, PRC
Supermarket
director of
marketing center
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 55,000 0.02%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-26 –


--- page 576 ---
Name Address Position
Date of
Grant
Vesting
Period/
Exercise
Period (1)
Exercise
Price
Number of A
Shares Underlying
the Outstanding
Options Granted
under the 2023
Share Option
Incentive Plan
Approximate
Percentage in the
Issued Shares
Immediately after
the Global
Offering
(assuming the
Over-allotment
Option is not
exercised and no
new Shares are
issued under the
2023 Share Option
Incentive Plan)
Mr. Jiang Guowang
(׶)H1118/H1118/H1118/H1118/H1118
No. 7-1, Daqu Group,
Gaodong Village,
Gaotou Town,
Y ongding County,
Fujian Province,
PRC
Chief assistant of
marketing center
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 55,000 0.02%
Mr. Shi Rongxu
(࿲ϛ) /H1118/H1118/H1118/H1118/H1118
No. 147 Xidong,
Xiwei Village,
Xindian Town,
Xiang’an District,
Xiamen, Fujian
Province, PRC
Information director October 25,
2023
1t o4
years
(Note 1)
RMB102.12 55,000 0.02%
Mr. Wei Ketao
(ᕧдᏹ) /H1118/H1118/H1118/H1118/H1118
Room 102, No. 56,
Zone C, Sunshine
City Garden, No.
31-1 East Jianshe
Road, Liangxi
District, Wuxi,
Jiangsu Province,
PRC
Marketing director
of marketing
center
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 50,000 0.02%
Mr. Huang Meiqing
(૶) /H1118/H1118/H1118/H1118/H1118
Fourth Group,
Qisihuang Village,
Wupu Town,
Y unmeng County,
Hubei Province,
PRC
Northeast region
director of
marketing center
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 50,000 0.02%
Mr. Li Xihong
(ߎ)H1118/H1118/H1118/H1118/H1118
Room 2002, No. 18,
Jiangwan Garden,
Liangxi District,
Wuxi, Jiangsu
Province, PRC
Northern China
region director of
marketing center
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 50,000 0.02%
Mr. Kang Yiwei
(ੰᖵਃ) /H1118/H1118/H1118/H1118/H1118
Room 3402, No. 886,
Xiahe Road, Siming
District, Xiamen,
Fujian Province,
PRC
Planning director of
marketing center
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 50,000 0.02%
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-27 –


--- page 577 ---
Name Address Position
Date of
Grant
Vesting
Period/
Exercise
Period (1)
Exercise
Price
Number of A
Shares Underlying
the Outstanding
Options Granted
under the 2023
Share Option
Incentive Plan
Approximate
Percentage in the
Issued Shares
Immediately after
the Global
Offering
(assuming the
Over-allotment
Option is not
exercised and no
new Shares are
issued under the
2023 Share Option
Incentive Plan)
Mr. Xiao Xiao ( ӽ
ወ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
No. 4, Taimahu Fish
Farm, Binhu Lake,
Honghu, Hubei
Province, PRC
Deputy general
manager of
Honghu
Xinhongye
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 50,000 0.02%
Mr. Liu Jing (᎑) /H1118Group 3, Wen’an
Village, Laoxin
Town, Qianjiang,
Hubei Province,
PRC
Deputy general
manager of Hubei
New Liuwu
October 25,
2023
1t o4
years
(Note 1)
RMB102.12 50,000 0.02%
Other
243 employees with
outstanding options
to acquire between
10,000 and 49,999
A Shares /H1118/H1118/H1118/H1118/H1118
– – October 25,
2023
1t o4
years
(Note 1)
RMB102.12 5,372,000 1.61%
1,105 employees
with outstanding
options to acquire
less than 10,000 A
Shares /H1118/H1118/H1118/H1118/H1118/H1118
– – October 25,
2023
1t o4
years
(Note 1)
RMB102.12 3,851,800 1.16%
Notes:
(1) The outstanding options under the 2023 Share Option Incentive Plan shall be vested in accordance with the
vesting period as follows: (i) as to 40% of the aggregate number of options between the first trading day
following the 12th month after December 7, 2023 and the first trading day following the 24th month after the
Registration Date; (ii) as to 30% of the aggregate number of options between the first trading day following
the 24th months after the Registration Date and the first trading day following the 36th month after the
Registration Date; and (iii) as to 30% of the aggregate number of options between the first trading day
following the 36th months after the Registration Date and the first trading day following the 48th month after
the Registration Date. The exercise period of the options granted under the 2023 Share Option Incentive Plan
shall commence from the date on which the relevant options become vested and end on the expiration date of
the respective vesting period mentioned above.
(2) Among the 11,028,800 A Shares underlying the outstanding options granted pursuant to the grant agreements
entered into on the date of grant as shown in the table above, the options for subscribing 4,406,720 A Shares
are expected to be exercisable by the grantees within six months from the Listing. The Company may issue
up to 4,406,720 A Shares for the purpose of satisfying the exercise of such options within six months from the
Listing pursuant to Rule 10.08(4) of the Listing Rules.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-28 –


--- page 578 ---
Assuming full vesting and exercise of all outstanding options, the shareholding of our
Shareholders immediately following completion of the Global Offering (assuming the
Over-allotment Option is not exercised and no new Shares are issued under the 2023 Share
Option Incentive Plan) will be diluted by approximately 3.20%.
There is no consequent impact on the earnings per ordinary share for the three years
ended December 31, 2022, 2023 and 2024 and immediately following completion of the Global
Offering as the options would not be included in the calculation of diluted earnings per Share
due to anti-dilution.
OTHER INFORMATION
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 under the laws of the PRC.
Litigation
As of the Latest Practicable Date, we were not engaged in any litigation, arbitration or
claim of material importance and no litigation, arbitration or claim of material importance was
known to our Directors to be pending or threatened by or against any member of our Group,
that would have a material and adverse effect on our Group’s results of operations or financial
conditions, taken as a whole.
Compliance Advisor
Our Company has appointed Ping An of China Capital (Hong Kong) Company Limited
as the compliance advisor in compliance with Rule 3A.19 of the Hong Kong Listing Rules.
Preliminary Expenses
As of the Latest Practicable Date, our Company has not incurred any material preliminary
expenses.
Promoters
The promoters of the Company are all of the 6 then shareholders of our Company as of
February 9, 2011 immediately before our conversion into a joint stock limited liability
company. Within the two years immediately preceding the date of this Prospectus, no cash,
securities or other benefit has been paid, allotted or given or is proposed to be paid, allotted
or given to the promoters in connection with the Global Offering and the related transactions
described in this Prospectus.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-29 –


--- page 579 ---
Taxation of Holders of H Shares
The sale, purchase and transfer of H Shares registered with our Hong Kong branch
register of members will be subject to Hong Kong stamp duty, including in circumstances
where such transactions are effected on the Stock Exchange. The current rate of Hong Kong
stamp duty for such sale, purchase and transfer on each of the purchaser and seller is 0.1% of
the consideration for or, if higher, the fair value of the H Shares being sold or transferred.
No Material Adverse Change
Our Directors confirm that there has been no material adverse change in the financial or
trading position or prospects of the Group since December 31, 2024 (being the date to which
the latest consolidated financial statements of our Group were prepared).
Restriction on Share Repurchases
For details of the restrictions on share repurchases by our Company, please refer to
“Appendix III — Summary of the Articles of Association” to this Prospectus.
Related Party Transactions
Our Group entered into the related party transactions within the two years immediately
preceding the date of this Prospectus as mentioned in “Appendix I — Accountants’ Report —
Note 45 Related Party Transactions”.
Qualification of Experts
The qualifications of the experts (as defined under the Listing Rules and the Companies
(Winding Up and Miscellaneous Provisions) Ordinance) who have given their opinion and/or
advice in this Prospectus are as follows:
Name Qualification
Goldman Sachs (Asia) L.L.C. /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) regulated activities under the
SFO
China International Capital
Corporation Hong Kong
Securities Limited /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 4 (advising on securities), type 5
(advising on futures contracts) and type 6
(advising on corporate finance) regulated activities
under the SFO
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-30 –


--- page 580 ---
Name Qualification
Tian Y uan Law Firm /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Legal advisor to our Company as to PRC law
Ernst & Y oung /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants Registered Public
Interest Entity Auditor
Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Independent industry consultant
As of the Latest Practicable Date, none of the experts named above had 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.
Consents of Experts
Each of the experts as referred to “Qualifications of Experts” of this Appendix has given
and has not withdrawn their respective written consents to the issue of this Prospectus with the
inclusion of their reports and/or letters (as the case may be) and the references to their names
included in the form and context in which they are respective included.
Joint Sponsors’ Independence
Each of the Joint Sponsors satisfies the independence criteria applicable to the sponsor set
out in Rule 3A.07 of the Listing Rules.
Pursuant to the engagement letter entered into between the Company and the Joint
Sponsors, the Joint Sponsors’ fees payable by us to each of the Joint Sponsors in respect of
their services as sponsors in connection with the Listing on the Stock Exchange is US$300,000.
Binding Effect
This Prospectus shall have the effect, if an application is made in pursuance of it, of
rendering all persons concerned bound by all of the provisions (other than the penal provisions)
of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance so far as applicable.
Bilingual Prospectus
The English and Chinese language versions of this Prospectus are being published
separately, in reliance upon the exemption provided under section 4 of the Companies
(Exemption of Companies and Prospectuses from Compliance with Provisions) Notice
(Chapter 32L of the Laws of Hong Kong).
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-31 –


--- page 581 ---
Miscellaneous
Save as disclosed in this Prospectus:
(a) within the two years preceding the date of this Prospectus: (i) we have not issued nor
agreed to issue any share or loan capital fully or partly paid either for cash or for
a consideration other than cash; and (ii) no commissions, discounts, brokerage fee
or other special terms have been granted in connection with the issue or sale of any
shares of our Company;
(b) no share or loan capital of our Company is under option or is agreed conditionally
or unconditionally to be put under option;
(c) we have not issued nor agreed to issue any founder shares, management shares or
deferred shares;
(d) there are no arrangements under which future dividends are waived or agreed to be
waived;
(e) there are no procedures for the exercise of any right of pre-emption or transferability
of subscription rights;
(f) there are no contracts for hire or hire purchase of plant to or by us for a period of
over one year which are substantial in relation to our business;
(g) there have been no interruptions in our business which may have or have had a
significant effect on our financial position in the last 12 months;
(h) there are no restrictions affecting the remittance of profits or repatriation of capital
by us into Hong Kong from outside Hong Kong;
(i) save for the A Shares that are listed on the Shanghai Stock Exchange, and save for
the H Shares to be issued in connection with the Global Offering, none of the equity
and debt securities of our Company, if any, is listed or dealt with in any other stock
exchange, nor is any listing or permission to deal being or proposed to be sought;
(j) our Company has no outstanding convertible debt securities or debentures;
(k) our Company is a joint stock limited company and is subject to the PRC Company
Law; and
(l) our Company has adopted a code of conduct regarding Directors’ and Supervisors’
securities transactions on terms as required under the Model Code for Securities
Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Hong
Kong Listing Rules.
APPENDIX IV STATUTORY AND GENERAL INFORMATION
– IV-32 –


--- page 582 ---
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to a copy of this Prospectus and delivered to the Registrar of
Companies in Hong Kong for registration were:
(a) a copy of each of the material contracts referred to in “Statutory and General
Information — Further Information about our Business — Summary of Material
Contracts” in Appendix IV to this Prospectus; and
(b) the written consents referred to in “Statutory and General Information — Other
Information — Consents of Experts” in Appendix IV to this Prospectus.
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be published on the Hong Kong Stock Exchange’s
website at www.hkexnews.hk and the Company’s website at www.anjoyfood.com during a
period of 14 days from the date of this Prospectus:
(a) the Articles of Association;
(b) the Accountants’ Report from Ernst & Y oung, the text of which is set out in
Appendix I to this Prospectus;
(c) the audited consolidated financial statements of our Group for the years ended
December 31, 2022, 2023 and 2024;
(d) the report on review of the unaudited interim condensed consolidated financial
information of our Group for the three months ended March 31, 2025 from Ernst &
Y oung, the text of which is set out in Appendix IA to this Prospectus;
(e) the report from Ernst & Y oung on the unaudited pro forma financial information of
our Group, the text of which is set out in Appendix II to this Prospectus;
(f) the material contracts referred to in “Appendix IV — Statutory and General
Information — Further Information about our Business — Summary of Material
Contracts”;
(g) the written consents referred to in “Appendix IV — Statutory and General
Information — Other Information — Consents of Experts”;
(h) the service contracts and letters of appointment referred to in “Appendix IV —
Statutory and General Information — Further Information about our Directors,
Supervisors, Chief Executive and Substantial Shareholders — Particulars of
Directors’ and Supervisors’ Service Contracts”;
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
– V-1 –


--- page 583 ---
(i) the legal opinions issued by Tian Y uan Law Firm, our PRC Legal Advisor, in respect
of, among other things, the general corporate matters and property interests of our
Group under the PRC law;
(j) the industry report issued by Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.
referred to in “Industry Overview”;
(k) the PRC Company Law, the PRC Securities Law, the Overseas Listing Trial
Measures and the Shanghai Stock Exchange Listing Rules, together with unofficial
English translations thereof; and
(l) the terms of the 2023 Share Option Incentive Plan.
DOCUMENT A V AILABLE FOR INSPECTION
A copy of a full list of all the Grantees under the 2023 Share Option Incentive Plan will
be made available for public inspection at our Company’s Hong Kong legal advisor’s office in
Hong Kong at 10/F, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong,
during normal business hours up to and including the date which is 14 days from the date of
this Prospectus.
APPENDIX V DOCUMENTS DELIVERED TO THE REGISTRAR OF
COMPANIES IN HONG KONG AND A V AILABLE ON DISPLAY
– V-2 –


--- page 584 ---
安井食品集團股份有限公司
ANJOY FOODS GROUP CO., L TD.